##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, DC
    20549
      Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31,
    2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number
    000-27115
  PCTEL, Inc.
 (Exact Name of Registrant as
    Specified in Its Charter)
  Delaware(State or Other Jurisdiction
    of
    Incorporation or Organization)

77-0364943(I.R.S. Employer
    Identification Number)471 Brighton Drive,
    Bloomingdale IL(Address of Principal
    Executive Office)

60108(Zip
    Code)   (630) 372-6800
 (Registrants Telephone
    Number, Including Area Code)
      Securities registered pursuant to Section 12(b) of the
    Act:
  Title of each class

Name of each exchange on which registeredCommon Stock, $.001 Par Value Per Share

The NASDAQ Global Market   Securities registered pursuant to Section 12(g) of the
    Act:
   o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller reporting
    company o (Do not check if a smaller
    reporting company)
  Rule 12b-2 o þ
      Title

OutstandingCommon Stock, par value $.001 per share

18,210,433 as of March 1, 2011   DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




---



##### 





PCTEL,
    Inc.Form 10-K
    For the Fiscal Year Ended December 31, 2010
  TABLE OF
    CONTENTS
   
 PART IItem 1


Business


1Item 1A


Risk Factors


4Item 1B


Unresolved Staff Comments


10Item 2


Properties


10Item 3


Legal Proceedings


11Item 4


Reserved


11PART IIItem 5


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


11Item 6


Selected Financial Data


14Item 7


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


15Item 7A


Quantitative and Qualitative Disclosures about
    Market Risk


29Item 8


Financial Statements and Supplementary Data


31Item 9


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


76Item 9A


Controls and Procedures


76Item 9B


Other Information


77PART IIIItem 10


Directors, Executive Officers and Corporate
    Governance


77Item 11


Executive Compensation


77Item 12


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


77Item 13


Certain Relationships and Related Transactions,
    and Director Independence


77Item 14


Principal Accounting Fees and Services


77PART IVItem 15


Exhibits and Financial Statement Schedules


78Schedule II  Valuation and
    Qualifying Accounts


78Index to ExhibitsSignatures


82ExhibitsEX-21.1EX-23.1EX-31.1EX-31.2EX-32.1    i




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##### Table of Contents



PART I  Item 1:
    Business    Overview
      (630) 372-6800 www.pctel.com Form 10-K.
  Antenna
    Products
  ® tm tm
   1




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##### Table of Contents



Scanning
    Receivers
  ® ®
      Other
    Business Activities and Developments
      Major
    Customers
    Years EndedDecember 31,Customer

2010

2009

2008Ascom


10
%


10
%


11
%    2




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##### Table of Contents



International
    Activities
    Years Ended December 31,Region

2010


2009


2008Europe, Middle East, & Africa


24
%


25
%


25
%Asia Pacific


11
%


14
%


12
%Other Americas


9
%


7
%


8
%Total Foreign sales


44
%


46
%


45
%Total Domestic sales


56
%


54
%


55
%100
%


100
%


100
%   Backlog
    Research
    and Development
      Sales,
    Marketing and Support
        Manufacturing
   3




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##### Table of Contents



Employees
    Available
    Information
  Form 10-K, Form 10-Q, Form 8-K, www.pctel.com. sec.gov
  Item 1A:
    Risk
    Factors  Factors
    That May Affect Our Business, Financial Condition and Future
    Operations
  This annual report on
    Form 10-K,
    including Part II, Item 7, Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations, contains forward-looking statements. These
    forward-looking statements are subject to substantial risks and
    uncertainties that could cause our future business, financial
    condition or results of operations to differ materially from our
    historical results or currently anticipated results, including
    those set forth below. Investors should carefully review the
    information contained in this Item 1A.
  Risks
    Related to Our Business
  Competition
    within the wireless product industry is intense and is expected
    to increase significantly. Our failure to compete successfully
    could materially harm our prospects and financial
    results.
      Our
    wireless business is dependent upon the continued growth and
    evolution of the wireless industry.
   4




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##### Table of Contents



Challenging
    economic conditions worldwide have from time to time
    contributed, and may continue to contribute, to slowdowns in the
    wireless industry at large, resulting in:
  
    reduced demand for our products as a result of continued
    constraints on corporate spending by our customers,
    increased price competition for our products,
    risk of excess and obsolete inventory,
    risk of supply constraints,
    risk of excess facilities and manufacturing capacity, and
    higher costs as a percentage of revenue and higher interest
    expense.    Our
    future success depends on our ability to develop and
    successfully introduce new and enhanced products for the
    wireless market that meet the needs of our customers.
    We may
    experience integration or other problems with potential
    acquisitions, which could have an adverse effect on our business
    or results of operations. New acquisitions could dilute the
    interests of existing stockholders, and the announcement of new
    acquisitions could result in a decline in the price of our
    common stock.
    
    difficulty in integrating the technology, operations, internal
    accounting controls or work force of the acquired business with
    our existing business,
    disruption of our on-going business,
    difficulty in realizing the potential financial or strategic
    benefits of the transaction,
    difficulty in maintaining uniform standards, controls,
    procedures and policies,
    dealing with tax, employment, logistics, and other related
    issues unique to international organizations and assets we
    acquire,
    possible impairment of relationships with employees and
    customers as a result of integration of new businesses and
    management personnel, and
    impairment of assets related to resulting goodwill, and
    reductions in our future operating results from amortization of
    intangible assets. 5




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##### Table of Contents



Our gross
    profit may vary based on the mix of sales of our products, and
    these variations may cause our net income to decline.
    Any
    delays in our sales cycles could result in customers canceling
    purchases of our products.
    
    our OEM customers and carriers usually complete a lengthy
    technical evaluation of our products, over which we have no
    control, before placing a purchase order,
    the commercial introduction of our products by OEM customers and
    carriers is typically limited during the initial release to
    evaluate product performance, and
    the development and commercial introduction of products
    incorporating new technologies frequently are delayed.    We
    generally rely on independent companies to manufacture, assemble
    and test our products. If these companies do not meet their
    commitments to us, or if our own assembly operations are
    impaired, our ability to sell products to our customers would be
    impaired.
       6




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##### Table of Contents



In order
    for us to operate at a profitable level and continue to
    introduce and develop new products for emerging markets, we must
    attract and retain our executive officers and qualified
    technical, sales, support and other administrative
    personnel.
      Failure
    to manage our technological and product growth could strain our
    management, financial and administrative resources.
    We may be
    subject to litigation regarding intellectual property associated
    with our wireless business and this could be costly to defend
    and could prevent us from using or selling the challenged
    technology.
    
    cease selling, incorporating or using technology, products or
    services that incorporate the disputed intellectual property,
    obtain from the holder of the disputed intellectual property a
    license to sell or use the relevant technology, which license
    may not be available on acceptable terms, if at all, or
    redesign those products or services that incorporate the
    disputed intellectual property, which could result in
    substantial unanticipated development expenses.     7




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##### Table of Contents



Undetected
    failures found in new products may result in a loss of customers
    or a delay in market acceptance of our products.
    Conducting
    business in foreign countries involve additional
    risks.
    Our
    financial position and results of operations may be adversely
    affected if tax authorities challenge us and the tax challenges
    result in unfavorable outcomes.
    Conducting
    business in international markets involves foreign exchange rate
    exposure that may lead to reduced profitability.
    Risks
    Related to Our Industry
  Our
    industry is characterized by rapidly changing technologies. If
    we are not successful in responding to rapidly changing
    technologies, our products may become obsolete and we may not be
    able to compete effectively.
    Changes
    in laws or regulations, in particular future FCC Regulations or
    international regulations affecting the broadband market,
    internet service providers, or the communications industry,
    could negatively affect our ability to develop new technologies
    or sell new products and, therefore, reduce our
    profitability.
   8




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##### Table of Contents



Risks
    Related to our Common Stock
  The
    trading price of our stock price may be volatile based on a
    number of factors, many of which are not in our
    control.
    
    adverse change in domestic or global economic conditions,
    including the current economic crisis,
    announcements of technological innovations,
    new products or services offered by us or our competitors,
    actual or anticipated variations in quarterly operating results,
    changes in financial estimates by securities analysts,
    conditions or trends in our industry,
    our announcement of significant acquisitions, strategic
    partnerships, joint ventures or capital commitments,
    additions or departures of key personnel,
    mergers and acquisitions, and
    sales of common stock by our stockholders or us or repurchases
    by us.    Provisions
    in our charter documents may inhibit a change of control or a
    change of management, which may cause the market price for our
    common stock to fall and may inhibit a takeover or change in our
    control that a stockholder may consider favorable.
     9




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##### Table of Contents



If we are
    unable to successfully maintain processes and procedures
    required by the Sarbanes-Oxley Act of 2002, to achieve and
    maintain effective internal control over our financial
    reporting, our ability to provide reliable and timely financial
    reports could be harmed and our stock price could be adversely
    affected.
      Item 1B:
    Unresolved
    Staff Comments    Item 2:
    Properties    Lease TermLocation

Square feet


Owned/Leased


Beginning


Ending


PurposeBloomingdale, Illinois


75,517



Owned



N/A



N/A


antennas & corporate functionsGermantown, Maryland


20,704



Leased



2006



2013


scanning receiver productsTianjin, China


14,747



Leased



2009



2012


antenna assemblyBeijing. China


5,393



Leased



2010



2013


research and developmentSan Antonio, Texas


4,159



Leased



2011



2016


sales office   New
    facilities
      Terminated
    facility leases
     10




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##### Table of Contents



Item 3:
    Legal
    Proceedings    Item 4:
    Reserved  PART II
  Item 5:Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities
  Price
    Range of Common Stock
    High


LowFiscal 2010:Fourth Quarter

$
6.49


$
5.72Third Quarter

$
6.69


$
4.88Second Quarter

$
7.07


$
5.04First Quarter

$
6.59


$
5.72Fiscal 2009:Fourth Quarter

$
6.60


$
5.27Third Quarter

$
6.80


$
4.88Second Quarter

$
6.44


$
4.20First Quarter

$
7.19


$
3.83    11




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##### Table of Contents



Five-Year
    Cumulative Total Return Comparison
      COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN *
    Among PCTEL, Inc., The NASDAQ Composite Index
    And The S&P Information Technology Index
  
 12/31/05
  ©
  Dividends
    Sales of
    Unregistered Equity Securities
   12




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##### Table of Contents



Issuer
    Purchases of Equity Securities
    Total Number of


Approximate Dollar ValueTotal Number





Shares Purchased


Value of Shares That Mayof Shares


Average Price


as Part of Publicly


Yet be PurchasedPeriod

Purchased


per Share


Announced Programs


Under the ProgramsOctober 1, 2010  October 31, 2010










1,029,552


$
3,902,805November 1, 2010  November 30, 2010


162,467


$
6.27



1,192,019


$
2,884,483December 1, 2010  December 31, 2010


50,880


$
6.39



1,242,899


$
2,559,381    13




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##### Table of Contents



Item 6:
    Selected
    Consolidated Financial Data  Form 10-K. Form 10-K. Form 10-K.
  Years Ended December 31,2010


2009


2008


2007


2006(In thousands, except per share data)Consolidated Statement of Operations Data:Revenues

$
69,254


$
56,002


$
76,927


$
69,888


$
76,768Cost of revenues


38,142



29,883



40,390



37,827



39,929Gross profit


31,112



26,119



36,537



32,061



36,839Operating expenses:Research and development


11,777



10,723



9,976



9,605



9,169Sales and marketing


10,095



7,725



10,515



10,723



10,993General and administrative


10,224



9,674



10,736



12,652



13,068Amortization of other intangible assets


2,934



2,225



2,062



1,987



3,593Restructuring charges


931



493



353



2,038



389Impairment of goodwill and other intangible assets


1,084



1,485



16,735







20,349Loss on sale of product lines and related note receivable






379



882







Royalties






(400
)


(800
)


(1,000
)


(1,000
)Total operating expenses


37,045



32,304



50,459



36,005



56,561Operating loss from continuing operations


(5,933
)


(6,185
)


(13,922
)


(3,944
)


(19,722
)Other income, net


602



919



85



2,831



3,303Loss from continuing operations before benefitfor income taxes and discontinued operations


(5,331
)


(5,266
)


(13,837
)


(1,113
)


(16,419
)Benefit for income taxes


(1,875
)


(783
)


(14,996
)


(7,226
)


(5,371
)Net income (loss) from continuing operations


(3,456
)


(4,483
)


1,159



6,113



(11,048
)Net Income (loss) from discontinued operations, net of tax
    provision










37,138



(82
)


1,029Net income (loss)

$
(3,456
)

$
(4,483
)

$
38,297


$
6,031


$
(10,019
)Basic earnings (loss) per share:Net income (loss) from continuing operations

$
(0.20
)

$
(0.26
)

$
0.06


$
0.29


$
(0.53
)Net income (loss) from discontinued operations









$
1.94






$
0.05Net income (loss)

$
(0.20
)

$
(0.26
)

$
2.00


$
0.29


$
(0.48
)Diluted earnings (loss) per share:Net income (loss) from continuing operations

$
(0.20
)

$
(0.26
)

$
0.06


$
0.29


$
(0.53
)Net income (loss) from discontinued operations









$
1.93






$
0.05Net income (loss)

$
(0.20
)

$
(0.26
)

$
1.99


$
0.28
*

$
(0.48
)Dividends per common share









$
0.50







Shares used in computing basic earnings (loss) per share


17,408



17,542



19,158



20,897



20,810Shares used in computing diluted earnings (loss) per share


17,408



17,542



19,249



21,424



20,810Consolidated Balance Sheet Data:Cash, cash equivalents and short-term investments

$
61,144


$
63,439


$
62,601


$
65,575


$
70,771Working capital


78,860



78,889



82,046



85,449



84,779Total assets


130,565



129,218



135,506



135,879



132,617Total stockholders equity


116,655



121,068



125,318



124,567



120,693    14




---



##### Table of Contents



Item 7:
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  This report contains forward-looking statements within the
    meaning of Section 27A of the Securities Act of 1933 and
    Section 21E of the Securities Exchange Act of 1934. These
    statements include, among other things, statements concerning
    our future operations, financial condition and prospects, and
    business strategies. The words believe,
    expect, anticipate and other similar
    expressions generally identify forward-looking statements.
    Investors in the registrants common stock are cautioned
    not to place undue reliance on these forward-looking statements.
    These forward-looking statements are subject to substantial
    risks and uncertainties that could cause our future business,
    financial condition, or results of operations to differ
    materially from the historical results or currently anticipated
    results. Investors should carefully review the information
    contained in Item 1A: Risk Factors and
    elsewhere in, or incorporated by reference into, this report.
    Introduction
            Current
    Economic Environment
   15




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##### Table of Contents



Results
    of Operations for Continuing Operations
  Years
    ended December 31, 2010, 2009 and 2008 (All amounts in
    tables, other than percentages, are in thousands)
  Revenues
  2010

2009

2008Revenues

$
69,254


$
56,002


$
76,927Percent change from prior year


23.7
%


(27.2
)%


10.1
%       Gross
    Profit
  2010


2009


2008Gross profit

$
31,112


$
26,119


$
36,537Percentage of revenues


44.9
%


46.6
%


47.5
%Percent change from prior year


(1.7
)%


(0.9
)%


1.6
%       Research
    and Development
  2010


2009


2008Research and development

$
11,777


$
10,723


$
9,976Percentage of revenues


17.0
%


19.1
%


13.0
%Percent change from prior year


9.8
%


7.5
%


3.9
%  16




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##### Table of Contents



Sales
    and Marketing
  2010


2009


2008Sales and marketing

$
10,095


$
7,725


$
10,515Percentage of revenues


14.6
%


13.8
%


13.7
%Percent change from prior year


30.7
%


(26.5
)%


(1.9
)%           General
    and Administrative
  2010


2009


2008General and administrative

$
10,224


$
9,674


$
10,736Percentage of revenues


14.8
%


17.3
%


14.0
%Percent change from prior year


5.7
%


(9.9
)%


(15.1
)%          17




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##### Table of Contents



Amortization
    of Other Intangible Assets
  2010

2009

2008Amortization of other intangible assets

$
2,934


$
2,225


$
2,062Percentage of revenues


4.2
%


4.0
%


2.7
%       Restructuring
    Charges
  2010

2009

2008Restructuring charges

$
931


$
493


$
353Percentage of revenues


1.3
%


0.9
%


0.5
%        18




---



##### Table of Contents



Impairment
    of Goodwill and Other Intangible Assets
  2010

2009

2008Impairment of goodwill and other intangible assets

$
1,084


$
1,485


$
16,735Percentage of revenues


1.6
%


2.7
%


21.8
%           Loss
    on Sale of Product Lines and Related
    Note Receivable
  2010

2009

2008Loss on sale of product lines and related note receivable

$



$
379


$
882Percentage of revenues






0.7
%


1.1
%       Royalties
  2010

2009

2008Royalties

$



$
400


$
800Percentage of revenues






0.7
%


1.0
%    19




---



##### Table of Contents



Other
    Income, Net
  2010

2009

2008Other income, net

$
602


$
919


$
85Percentage of revenues


0.9
%


1.6
%


0.1
%         Benefit
    for Income Taxes
  2010

2009

2008Benefit for income taxes

$
1,875


$
783


$
14,996Effective tax rate


35.2
%


14.9
%


108.4
%         Net
    Income from Discontinued Operations, Net of Tax
    Provision
  2010

2009

2008Net income from discontinued operations, net of tax provision

$



$



$
37,138  20




---



##### Table of Contents



Liquidity
    and Capital Resources
  Years Ended December 31,2010


2009


2008Net (loss) income from continuing operations

$
(3,456
)

$
(4,483
)

$
1,159Charges for depreciation, amortization, stock-based
    compensation, and other non-cash items


9,718



8,202



25,254Changes in operating assets and liabilities


(2,910
)


4,171



(3,425
)Net cash provided by operating activities


3,352



7,890



22,988Net cash used in investing activities


(10,465
)


(15,060
)


(2,290
)Net cash used in financing activities


(4,463
)


(2,082
)


(40,916
)Net cash provided by discontinued operations










38,477Cash and cash equivalents at the end of the year

$
23,998


$
35,543


$
44,766Short-term investments at the end of the year


37,146



27,896



17,835Long-term investments at the end of the year


9,802



12,135



15,258Short-term borrowings at the end of the year










Working capital at the end of the year

$
78,860


$
78,889


$
82,046   Liquidity
    and Capital Resources Overview
       21




---



##### Table of Contents



Operating
    Activities:
        Investing
    Activities:
   22




---



##### Table of Contents



Financing
    Activities:
        Contractual
    Obligations and Commercial Commitments
    Payments Due by PeriodLess than








AfterTotal


1 year


1-3 years


4-5 years


5 yearsOperating leases:Facility(a)

$
1,725


$
646


$
946


$
133


$
0Equipment(b)


138



42



96







Purchase obligations(c)


5,265



5,265











Total

$
7,128


$
5,953


$
1,042


$
133


$
0     (a)
    
    Future payments for the lease of office and production
    facilities.(b)
    
    Future payments for the lease of office equipment.(c)
    
    Includes purchase orders or contracts for the purchase of
    inventory, as well as for other goods and services, in the
    ordinary course of business, and excludes the balances for
    purchases currently recognized as liabilities on the balance
    sheet. 23




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##### Table of Contents



Off-Balance
    Sheet Arrangements
    Critical
    Accounting Policies and Estimates
    Revenue
    Recognition
    Accounts
    Receivable and Allowance for Doubtful Accounts
    Excess
    and Obsolete Inventory
    Warranty
    Costs
   24




---



##### Table of Contents



Stock-based
    Compensation
    Income
    Taxes
        Valuation
    Allowances for Deferred Tax Assets
   25




---



##### Table of Contents



Variable
    Interest Entities
    Impairment
    Reviews of Goodwill
      and/or and/or
        2009
    Goodwill Analysis
   26




---



##### Table of Contents



Step
    One  DCF Method and the CB Method
    Step
    Two  Reconciliation of Reporting Units Fair Value to
    PCTELs Market Capitalization
      2008
    Annual Goodwill Analysis
    Step
    One  DCF Method and the CB Method
    Step
    Two  Reconciliation of Reporting Units Fair Value to
    PCTELs Market Capitalization
     27




---



##### Table of Contents



Impairment
    Reviews of Definite-Lived Intangible Assets
    2010
    Analysis
    2009
    Analysis
    2008
    Analysis
    ® tm
 28




---



##### Table of Contents



Recent
    Accounting Pronouncements
  No. 2010-06, No. 2010-06
  Item 7A:
    Quantitative
    and Qualitative Disclosures about Market Risk    Interest
    Rate Risk
      Foreign
    Currency Risk
      Credit
    Risk
   29




---



##### Table of Contents



Investment
    Risk
   30




---



##### Table of Contents



Item 8:
    Financial
    Statements and Supplementary Data  PCTEL,
    INC.
  INDEX TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
  PageReport of Independent Registered Public
    Accounting Firm


32Consolidated Balance Sheets as of
    December 31, 2010 and 2009


34Consolidated Statements of Operations for the
    years ended December 31, 2010, 2009, and 2008


35Consolidated Statements of Stockholders
    Equity for the years ended December 31, 2010, 2009,
    and 2008


36Consolidated Statements of Cash Flows for the
    years ended December 31, 2010, 2009, and 2008


37Notes to the Consolidated Financial Statements


38Schedule II Valuation and Qualifying
    Accounts


78  31




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Board of Directors and Stockholders

PCTEL, Inc.



We have audited PCTEL, Inc. (a Delaware Corporation) and
    subsidiaries (the Company) internal control over
    financial reporting as of December 31, 2010 based on
    criteria established in Internal Control 
    Integrated Frameworkissued by the Committee of Sponsoring
    Organizations of the Treadway Commission (COSO). The
    Companys management is responsible for maintaining
    effective internal control over financial reporting and for its
    assessment of the effectiveness of internal control over
    financial reporting, included in the accompanying
    Managements Report on Internal Control Over Financial
    Reporting. Our responsibility is to express an opinion on the
    Companys internal control over financial reporting based
    on our audit.



We conducted our audit in accordance with the standards of the
    Public Company Accounting Oversight Board (United States). Those
    standards require that we plan and perform the audit to obtain
    reasonable assurance about whether effective internal control
    over financial reporting was maintained in all material
    respects. Our audit included obtaining an understanding of
    internal control over financial reporting, assessing the risk
    that a material weakness exists, testing and evaluating the
    design and operating effectiveness of internal control based on
    the assessed risk, and performing such other procedures as we
    considered necessary in the circumstances. We believe that our
    audit provides a reasonable basis for our opinion.



A companys internal control over financial reporting is a
    process designed to provide reasonable assurance regarding the
    reliability of financial reporting and the preparation of
    financial statements for external purposes in accordance with
    generally accepted accounting principles. A companys
    internal control over financial reporting includes those
    policies and procedures that (1) pertain to the maintenance
    of records that, in reasonable detail, accurately and fairly
    reflect the transactions and dispositions of the assets of the
    Company; (2) provide reasonable assurance that transactions
    are recorded as necessary to permit preparation of financial
    statements in accordance with generally accepted accounting
    principles, and that receipts and expenditures of the Company
    are being made only in accordance with authorizations of
    management and directors of the Company; and (3) provide
    reasonable assurance regarding prevention or timely detection of
    unauthorized acquisition, use, or disposition of the
    Companys assets that could have a material effect on the
    financial statements.



Because of its inherent limitations, internal control over
    financial reporting may not prevent or detect misstatements.
    Also, projections of any evaluation of effectiveness to future
    periods are subject to the risk that controls may become
    inadequate because of changes in conditions, or that the degree
    of compliance with the policies or procedures may deteriorate.



In our opinion, PCTEL, Inc. and subsidiaries maintained, in all
    material respects, effective internal control over financial
    reporting as of December 31, 2010, based on criteria
    established in Internal Control  Integrated
    Frameworkissued by COSO.



We also have audited, in accordance with the standards of the
    Public Company Accounting Oversight Board (United States), the
    consolidated balance sheets of the Company as of
    December 31, 2010 and 2009 and the related consolidated
    statements of operations, shareholders equity, and cash
    flows for each of the years in the three-year period ended
    December 31, 2010 and our report dated March 16, 2011
    expressed an unqualified opinion on those financial statements.



/s/  GRANT
    THORNTON LLP



Chicago, Illinois

March 16, 2011


32




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
           Internal Control Integrated
    Framework
  GRANT
    THORNTON LLP
    33




---



##### Table of Contents



PCTEL,
    INC.CONSOLIDATED BALANCE SHEETS(in thousands, except share data)
  December 31,


December 31,2010


2009ASSETSCash and cash equivalents

$
23,998


$
35,543Short-term investment securities


37,146



27,896Accounts receivable, net of allowance for doubtful accounts of
    $160 and $89 at December 31, 2010 and December 31,
    2009, respectively


13,873



9,756Inventories, net


10,729



8,107Deferred tax assets, net


1,013



1,024Prepaid expenses and other assets


3,900



2,541Total current assets


90,659



84,867PROPERTY AND EQUIPMENT, net


11,088



12,093LONG-TERM INVESTMENT SECURITIES


9,802



12,135OTHER INTANGIBLE ASSETS, net


8,865



9,241DEFERRED TAX ASSETS, net


9,004



9,947OTHER NONCURRENT ASSETS


1,147



935TOTAL ASSETS

$
130,565


$
129,218LIABILITIES AND STOCKHOLDERS EQUITYAccounts payable

$
4,253


$
2,192Accrued liabilities


7,546



3,786Total current liabilities


11,799



5,978Long-term liabilities


2,111



2,172Total liabilities


13,910



8,150STOCKHOLDERS EQUITY:Common stock, $0.001 par value, 100,000,000 shares
    authorized, 18,285,784 and 18,494,499 shares issued and
    outstanding at December 31, 2010 and December 31,
    2009, respectively


18



18Additional paid-in capital


137,154



138,141Accumulated deficit


(20,578
)


(17,122
)Accumulated other comprehensive income


61



31Total stockholders equity


116,655



121,068TOTAL LIABILITIES AND STOCKHOLDERS EQUITY

$
130,565


$
129,218    34




---



##### Table of Contents



PCTEL,
    INC.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
 (in
    thousands, except per share data)
  Years Ended December 31,2010


2009


2008CONTINUING OPERATIONSREVENUES

$
69,254


$
56,002


$
76,927COST OF REVENUES


38,142



29,883



40,390GROSS PROFIT


31,112



26,119



36,537OPERATING EXPENSES:Research and development


11,777



10,723



9,976Sales and marketing


10,095



7,725



10,515General and administrative


10,224



9,674



10,736Amortization of other intangible assets


2,934



2,225



2,062Restructuring charges


931



493



353Impairment of goodwill and other intangible assets


1,084



1,485



16,735Loss on sale of product lines and related note receivable






379



882Royalties






(400
)


(800
)Total operating expenses


37,045



32,304



50,459OPERATING LOSS FROM CONTINUING OPERATIONS


(5,933
)


(6,185
)


(13,922
)OTHER INCOME, NET


602



919



85LOSS FROM CONTINUING OPERATIONS BEFOREINCOME TAXES AND DISCONTINUED OPERATIONS


(5,331
)


(5,266
)


(13,837
)BENEFIT FOR INCOME TAXES


(1,875
)


(783
)


(14,996
)NET INCOME (LOSS) FROM CONTINUING OPERATIONS


(3,456
)


(4,483
)


1,159DISCONTINUED OPERATIONSNET INCOME FROM DISCONTINUED OPERATIONS,NET OF TAX BENEFIT FOR INCOME TAXES OF
    $0, $0, AND $22,877, RESPECTIVELY










37,138NET INCOME (LOSS)

($
3,456
)

($
4,483
)

$
38,297Basic Earnings per Share:Net Income (Loss) from Continuing Operations

$
(0.20
)

$
(0.26
)

$
0.06Net Income from Discontinued Operations









$
1.94Net Income (Loss)

$
(0.20
)

$
(0.26
)

$
2.00Diluted Earnings per Share:Net Income (Loss) from Continuing Operations

$
(0.20
)

$
(0.26
)

$
0.06Net Income from Discontinued Operations









$
1.93Net Income (Loss)

$
(0.20
)

$
(0.26
)

$
1.99Weighted average shares  Basic


17,408



17,542



19,158Weighted average shares  Diluted


17,408



17,542



19,249    35




---



##### Table of Contents



PCTEL,
    INC.
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
 (in
    thousands)
  AccumulatedOtherAdditional





Comprehensive


TotalCommon


Paid-In


Retained


Income


StockholdersStock


Capital


Deficit


(Loss)


EquityBALANCE, JANUARY 1, 2008

$
22


$
165,108


$
(40,640
)

$
77


$
124,567Stock-based compensation






4,402











4,402Issuance of shares for stock purchase and option plans






2,239











2,239Cancellation of shares for payment of withholding tax






(1,076
)










(1,076
)Repurchase of common stock


(4
)


(34,153
)










(34,157
)Tax effect from stock based compensation






1,410











1,410Net income










38,297







38,297Dividend










(10,296
)






(10,296
)Change in cumulative translation adjustment, net














(68
)


(68
)BALANCE, DECEMBER 31, 2008

$
18


$
137,930


$
(12,639
)

$
9


$
125,318Stock-based compensation


1



3,361











3,362Issuance of shares for stock purchase and option plans






427











427Cancellation of shares for payment of withholding tax






(822
)










(822
)Repurchase of common stock


(1
)


(2,509
)










(2,510
)Tax effect from stock based compensation






(246
)










(246
)Net loss










(4,483
)






(4,483
)Change in cumulative translation adjustment, net














22



22BALANCE, DECEMBER 31, 2009

$
18


$
138,141


$
(17,122
)

$
31


$
121,068Stock-based compensation


1



4,609











4,610Issuance of shares for stock purchase and option plans






468











468Cancellation of shares for payment of withholding tax






(887
)










(887
)Repurchase of common stock


(1
)


(4,931
)










(4,932
)Tax effect from stock based compensation






(246
)










(246
)Net loss










(3,456
)






(3,456
)Change in cumulative translation adjustment, net














30



30BALANCE, DECEMBER 31, 2010

$
18


$
137,154


$
(20,578
)

$
61


$
116,655    36




---



##### Table of Contents



PCTEL,
    INC.
    CONSOLIDATED STATEMENT OF CASH FLOWS(in thousands)
  Years Ended December 31,2010


2009


2008Operating Activities:Net (loss) incomeAdjustments to reconcile net (loss) income to net cash provided
    by operating
    activities:

$
(3,456
)

$
(4,483
)

$
38,297Income from discontinued operations










(37,138
)Depreciation and amortization


5,212



4,449



4,027Impairment charge


1,084



1,485



16,735Gain on bargain purchase of acquisition


(54
)






Gain on write-off of acquisition liabilities


(197
)






Amortization of stock based compensation


4,610



3,362



4,204(Gain) loss from short-term investments






(356
)


2,370Gain on sale of assets and related royalties






(400
)


(800
)(Gain) loss on disposal/sale of property and equipment


(22
)


105



77Restructuring costs


324







(1,165
)Loss on sale of product lines and related note receivable






379



882Deferred tax assets


(352
)


328



(4,844
)Payment of withholding tax on stock based compensation


(887
)


(822
)


(1,076
)Changes in operating assets and liabilities, net of acquisitions:Accounts receivable


(3,940
)


4,611



2,086Inventories


(2,396
)


2,786



(1,268
)Prepaid expenses and other assets


(1,567
)


(261
)


(180
)Accounts payable


1,719



(424
)


1,506Income taxes payable


(233
)


(413
)


834Other accrued liabilities


3,015



(2,399
)


(1,557
)Deferred revenue


492



(57
)


(2
)Net cash provided by operating activities


3,352



7,890



22,988Investing Activities:Capital expenditures


(1,257
)


(1,534
)


(2,674
)Proceeds from disposal of property and equipment


18



4



35Purchase of investments


(65,989
)


(31,764
)


(24,530
)Redemptions/maturities of short-term investments


59,072



25,182



28,009Proceeds on sale of assets and related royalties






400



800Purchase of assets with settlement


(200
)


(800
)


Purchase of assets/businesses, net of cash acquired


(2,109
)


(6,548
)


(3,930
)Net cash used in investing activities


(10,465
)


(15,060
)


(2,290
)Financing Activities:Proceeds from issuance of common stock


468



427



2,239Payments for repurchase of common stock


(4,931
)


(2,509
)


(34,157
)Tax benefit from stock option exercises










1,410Cash dividend










(10,296
)Repayments of short-term borrowings










(112
)Net cash used in financing activities


(4,463
)


(2,082
)


(40,916
)Cash flows from discontinued operations:Net cash used in operating activities










(134
)Net cash provided by investing activities










38,611Net cash provided by financing activities










Net (decrease) increase in cash and cash equivalents


(11,576
)


(9,252
)


18,259Effect of exchange rate changes on cash


31



29



(125
)Cash and cash equivalents, beginning of year


35,543



44,766



26,632Cash and Cash Equivalents, End of Year

$
23,998


$
35,543


$
44,766Other information:Cash paid and refunds received for income taxes

$
62


$
3


$
11,535Cash paid for interest






1



1Foreign currency loss


(42
)


(57
)


(136
)Non-cash investing and financing information:Decreases to deferred stock compensation, net


(609
)


(454
)


(2,829
)Issuance of restricted common stock, net of cancellations


3,675



2,260



230    37




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
 For the
    Year Ended: December 31, 2010
  1.
    Organization
    and Summary of Significant Accounting Policies  Nature
    of Operations
          Antenna
    Products
  ® tm tm
     38




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
  Scanning
    Receivers
  ® ®
      Basis
    of Consolidation
    Use of
    Estimates
    Foreign
    Operations
    Fair
    Value of Financial Instruments
   39




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
    Level 1:
  Level 2:
  Level 3:
  Cash
    and Cash Equivalents and Investments
  Cash and
    Cash equivalents
  Rule 2a-7
    Investments
  held-to-maturity.
   40




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
    2010


2009Level 1


Level 2


Level 3


Total


Level 1


Level 2


Level 3


TotalCash equivalents:Money market funds

$
21,032


$



$



$
21,032


$
34,933


$



$



$
34,933Investments:US government agency bonds






19,036







19,036







18,843







18,843Municipal bonds






19,378







19,378







16,479







16,479Corporate debt securities






8,756







8,756







4,886







4,886Total

$
21,032


$
47,170


$



$
68,202


$
34,933


$
40,208


$



$
75,141   Columbia
    Strategic Cash Portfolio (CSCP)
    Accounts
    Receivable and Allowance for Doubtful Accounts
    Inventories
  first-in, work-in-process.
 41




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
    December 31,


December 31,2010


2009Raw materials

$
7,613


$
5,836Work in process


542



390Finished goods


2,574



1,881Inventories, net

$
10,729


$
8,107   Prepaid
    and other current assets
    Property
    and Equipment
      December 31,


December 31,2010


2009Building

$
6,207


$
6,207Computers and office equipment


4,450



4,013Manufacturing and test equipment


7,707



7,300Furniture and fixtures


1,127



1,104Leasehold improvements


176



166Motor vehicles


27



27Total property and equipment


19,694



18,817Less: Accumulated depreciation and amortization


(10,376
)


(8,494
)Land


1,770



1,770Property and equipment, net

$
11,088


$
12,093    42




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
  Liabilities
  Accrued liabilities consist of the following:
  December 31,


December 31,2010


2009Inventory receipts

$
2,444


$
1,135Payroll, bonuses, and other employee benefits


1,615



415Paid time off


846



777Deferred revenues


501



9Restructuring


324



Warranties


257



228Employee stock purchase plan


232



207Professional fees


208



199Due to Wider


194



194Due to Sparco shareholders


198



Real estate taxes


148



146Due to Ascom






97Other


579



379Total

$
7,546


$
3,786   Long-term liabilities consist of the following:
  December 31,


December 31,2010


2009Executive deferred compensation plan

$
1,187


$
928Income taxes


824



798Deferred rent


94



163Deferred revenues


6



Due to Wider






189Due to Ascom






94$
2,111


$
2,172   Revenue
    Recognition
       43




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
  Research
    and Development Costs
    Advertising
    Costs
    Income
    Taxes
        Sales
    and Value Added Taxes
    Shipping
    and handling costs
    Goodwill
   44




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
        2009
    Goodwill Analysis
    2008
    Annual Goodwill Analysis
      Long-lived
    and Definite-Lived Intangible assets
   45




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
    2010
    Analysis
      2010Level 1


Level 2


Level 3


Total


Gain (Loss)Intangible assets

$








8,865


$
8,865


$
(1,084
)Total

$



$



$
8,865


$
8,865


$
(1,084
)   2009
    Analysis
    2008
    Analysis
     46




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
    Recent
    Accounting Pronouncements
  No. 2010-06, No. 2010-06
  2.
    Earnings
    per Share      Years Ended December 31,2010


2009


2008Basic Earnings Per Share computation:Numerator:Net income (loss)

$
(3,456
)

$
(4,483
)

$
38,297Denominator:Weighted average common shares outstanding


17,408



17,542



19,158Basic income (loss) per share

$
(0.20
)

$
(0.26
)

$
2.00Diluted Earnings Per Share computation:Numerator:Net income (loss)

$
(3,456
)

$
(4,483
)

$
38,297Denominator:Weighted average common shares outstanding


17,408



17,542



19,158Restricted shares subject to vesting



*



*


48Employee common stock option grants



*



*


43Total shares


17,408



17,542



19,249Diluted income (loss) per share

$
(0.20
)

$
(0.26
)

$
1.99     *
    
    As denoted by * in the table above, weighted average
    common stock option grants and restricted shares of 546,000 and
    321,000 were excluded from the calculations of diluted net loss
    per share for the years ended December 31, 2010 and 2009,
    respectively since their effects are anti-dilutive. 47




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
  3.
    Discontinued
    Operations  Disposal
    of Mobility Solutions Group
      Year EndedDecember 31,2008Revenues

$
122Operating costs and expenses


(400
)Restructuring expenses


(43
)Gain on disposal


60,336Income from discontinued operations, before taxes


60,015Provision for income tax


22,877Income from discontinued operations, net of tax

$
37,138Income from discontinued operations per common share:Basic

$
1.94Diluted

$
1.93Shares used in computing basic earnings per share


19,158Shares used in computing diluted earnings per share


19,249     Year EndedDecember 31,2008Cash flows from discontinued operations

$
38,477   4.
    Acquisitions   48




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
      Acquisition
    of Sparco Technologies, Inc.
         49




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
    Current assets:Cash

$
91Accounts receivable


269Prepaids and other assets


5Inventories


205Fixed assets


10Deferred tax assets


53Total current assets


633Intangible assets:Customer relationships


3,350Trade names


268Backlog


12Non-compete


11Total intangible assets


3,641Total assets


4,274Current liabilities:Accounts payable


326Accrued liabilities


46Total current liabilities


372Long term liabilities:Deferred tax liabilities


1,347Total long term liabilities


1,347Total liabilities


1,719Net assets acquired

$
2,555   Purchase
    of assets from Ascom Network Testing, Inc.
       50




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
          Current assets:Inventory

$
248Intangible assets:Core technology


254Customer relationships


3,833Trade names


52Other, net


130Total intangible assets


4,269Total assets


4,517Current liabilities:Warranty accrual


26Total current liabilities


26Net assets acquired

$
4,491    51




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
  Acquisition
    of Wi-Sys Communications, Inc.
    ®
      Current assets:Cash

$
59Accounts receivable


319Inventory


294Prepaid expenses and other assets


90Total current assets


762Fixed assets, net


69Intangible assets:Core technology


37Customer relationships


730Trade names


18Goodwill


1,101Total intangible assets


1,886Total assets


2,717Current liabilities:Accounts payable


139Accrued liabilities


36Total current liabilities


175Deferred tax liabilities


223Total liabilities


398Net assets acquired

$
2,319  52




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
      Purchase
    of assets from Bluewave Antenna Systems, Ltd
  tm tm
        Fixed assets:Computer software

$
46Tooling


60Total fixed assets

$
106Intangible assets:Core technology

$
290Customer relationships


2,850Trade name


160Backlog


8Goodwill


486Total intangibles assets

$
3,794Total assets acquired

$
3,900  53




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
  5.
    Settlement
    with Wider Networks LLC  ®
      Intangible assets:Distribution rights, net

$
1,013Core technology


127Trade name


31Total intangible assets

$
1,171         6.
    Disposition  Sale of
    product lines to Sigma Wireless Technologies, Ltd.
     54




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
        7.
    Goodwill
    and Other Intangible Assets  Goodwill
      Intangible
    Assets
     55




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
    December 31, 2010


December 31, 2009Accumulated


Net Book





Accumulated


Net BookCost


Amortization


Value


Cost


Amortization


ValueCustomer contracts and relationships

$
16,763


$
8,743


$
8,020


$
13,413


$
6,612


$
6,801Patents and technology


6,312



6,007



305



6,409



5,718



691Trademarks and trade names


2,603



2,074



529



2,361



1,746



615Other


1,714



1,703



11



2,651



1,517



1,134$
27,392


$
18,527


$
8,865


$
24,834


$
15,593


$
9,241       WeightedAverageAmortizationIntangible Assets

Assigned Life


PeriodCustomer contracts and relationships


4 to 6 years



5.0Patents and technology


1 to 6 years



4.1Trademarks and trade names


3 to 8 years



4.3Other


1 to 6 years



3.7     Fiscal Year

Amount2011

$
2,2102012

$
1,9912013

$
1,9072014

$
1,4812015

$
1,251  56




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
  8.
    Comprehensive
    Income (loss)    Years Ended December 31,2010


2009


2008Net income (loss) from continuing operations

$
(3,456
)

$
(4,483
)

$
1,159Foreign currency translation adjustments


30



22



(68
)Comprehensive income (loss) from continuing operations


(3,426
)


(4,461
)


1,091Income from discontinued operations, net of tax










37,138Total comprehensive income (loss)

$
(3,426
)

$
(4,461
)

$
38,229   9.
    Restructuring    2010
    Restructuring Plans
        2009
    Restructuring Plans
   57




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
    2008
    Restructuring Plans
      Years Ended December 31,2010


2009


2008Severance and employment related costs

$
874


$
413


$
382Manufacturing obligations










(58
)Fixed asset dispositions






65



Relocation costs


57







Lease termination and office costs






15



29$
931


$
493


$
353     Accrual








AccrualBalance at








Balance atDecember 31,


Restructuring


Cash


December 31,2009


Expense


Payments


20102010 Restructuring PlansSparco

$
0


$
93


$
(93
)

$
0Functional Reorganization






838


$
(514
)


324$
0


$
931


$
(607
)

$
324   10.
    Income
    Taxes   58




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
    Years EndedDecember 312010


2009


2008Benefit at federal statutory rate (35)%


35
%


35
%


35
%State income tax, net of federal benefit


2
%


2
%


3
%Release of valuation allowance










71
%Foreign income taxed at different rates


(2
)%


(8
)%


Research and development credits


2
%


(6
)%


2
%Return to provision adjustments


(1
)%


2
%


(1
)%Effective rate change to deferred tax assets


(1
)%


(4
)%


(1
)%Tax effect of permanent differences






(6
)%


(1
)%35
%


15
%


108
%     Years Ended December 31,2010


2009


2008Domestic

$
(5,109
)

$
(3,812
)

$
(13,844
)Foreign


(222
)


(1,454
)


7$
(5,331
)

$
(5,266
)

$
(13,837
)     Years Ended December 31,2010


2009


2008Current:Federal

$
(1,382
)

$
(1,187
)

$
(7,763
)State


13



131



7Foreign


27



132



38(1,342
)


(924
)


(7,718
)Deferred:Federal


(540
)


124



(5,390
)State


7



17



(1,888
)(533
)


141



(7,278
)Total

$
(1,875
)

$
(783
)

$
(14,996
)  59




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
    December 31,2010


2009Deferred Tax Assets:Amortization

$
6,849


$
8,250Stock compensation


1,835



1,686Federal, foreign, and state credits


678



558Inventory reserves


367



538Deferred compensation


436



343Accrued vacation


299



273Net operating loss carryforwards


241



137Other


514



300Gross deferred tax assets


11,219



12,085Valuation allowance


(702
)


(648
)Net deferred tax asset


10,517



11,437Deferred Tax liabilities:Depreciation


(500
)


(466
)Net Deferred Tax Assets

$
10,017


$
10,971     December 31,2010


2009Current:Deferred tax assets

$
1,013


$
1,024Deferred tax liabilities






Current deferred tax assets


1,013



1,024Non-current:Deferred tax assets


10,623



10,413Deferred tax liabilities


(1,619
)


(466
)Non-current deferred tax assets, net


9,004



9,947Net Deferred Tax Assets

$
10,017


$
10,971   Deferred
    Tax Valuation Allowance
     60




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
    Accounting
    for Uncertainty for Income Taxes
    December 31,2010


2009Beginning of period

$
1,133


$
935Addition related to tax positions in current years


40



198End of period

$
1,173


$
1,133       Audits
    Summary
    of Carryforwards
    Investment
    in Foreign Operations
   61




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
      11.
    Commitments
    and Contingencies  Leases
    Year

Amount2011

$
6882012


7232013


2222014


972015


882016


45Future minumum lease payments

$
1,863       Warranty
    Reserve and Sales Returns
      Year Ended December 31,2010


2009Beginning balance

$
228


$
193Provisions for warranty


120



94Consumption of reserves


(91
)


(59
)Ending balance

$
257


$
228  62




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
  Legal
    Proceedings
  Litigation
    with Wider Networks LLC
  tm tm ®
  ITAR
    Disclosure
     63




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
  12.
    Shareholders
    Equity  Common
    Stock
    2010


2009


2008Beginning of year


18,494



18,236



21,917Issuance of common stock on exercise of stock options


1







346Issuance of restricted common stock, net of cancellations


647



606



25Issuance of common stock from purchase of Employee Stock
    Purchase Plan shares


94



94



70Issuance of common stock for stock bonuses, net of shares for tax


10



90



82Cancellation of stock for withholding tax for vested shares


(156
)


(94
)


(181
)Common stock buyback


(804
)


(438
)


(4,023
)End of Year


18,286



18,494



18,236   Preferred
    Stock
    13.
    Stock-Based
    Compensation      Years Ended December 31,2010


2009


2008Cost of revenues

$
415


$
334


$
376Research and development


674



634



582Sales and marketing


975



500



609General and administrative


2,546



1,894



2,637Restructuring charges, net










11Total continuing operations


4,610



3,362



4,215Discontinued operations










187Total

$
4,610


$
3,362


$
4,402  64




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
  Restricted
    Stock- Serviced Based
            2010


2009


2008SharesUnvested Restricted Stock Awards  beginning of
    year


1,146,431



853,307



1,148,875Shares awarded


743,250



600,050



334,182Shares vested


(450,765
)


(265,109
)


(406,562
)Shares cancelled


(164,600
)


(41,817
)


(223,188
)Unvested Restricted Stock Awards  end of year


1,274,316



1,146,431



853,307Weighted Average Fair ValueUnvested Restricted Stock Awards  beginning of
    year

$
6.14


$
8.29


$
9.19Shares awarded


6.19



4.24



6.75Shares vested


7.00



8.67



9.14Shares cancelled


5.64



6.85



9.08Unvested Restricted Stock Awards  end of year

$
5.93


$
6.14


$
8.29Stock Options  65




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
          Options Outstanding


Options ExercisableWeightedAverage


Weighted-





WeightedNumber


Contractual Life


Average


Number


AverageRange of Exercise Prices

Outstanding


(Years)


Exercise Price


Exercisable


Exercise Price$ 5.50  $ 7.20


223,223



4.50


$
6.84



189,472


$
6.957.27   7.93


196,346



3.34



7.68



194,752



7.687.95   8.48


168,847



1.79



8.08



168,847



8.088.49   8.84


166,100



3.82



8.71



164,125



8.719.09   9.16


246,627



5.15



9.13



246,627



9.139.19  10.25


186,400



4.05



9.70



179,774



9.7010.46  10.75


187,720



3.42



10.69



187,166



10.6910.80  11.68


168,050



3.37



11.27



168,050



11.2711.84  11.84


47,000



3.12



11.84



47,000



11.8412.16  12.16


6,400



3.30



12.16



6,400



12.16$5.50  $12.16


1,596,713



3.76


$
9.04



1,552,213


$
9.10  66




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
    WeightedAverageContractual

IntrinsicLife (years)

ValueOptions Outstanding


3.76


$
2Options Exercisable


3.65


$
0       2010


2009


2008Shares


Options


Shares


Options


Shares


OptionsAvailable


Outstanding


Available


Outstanding


Available


OutstandingBeginning of Year


2,224,384



2,260,853



2,839,709



2,360,646



2,079,011



3,824,912Shares authorized


1,700,000



















Options granted


(24,500
)


24,500











(127,500
)


127,500Restricted stock awards


(743,250
)






(600,050
)






(334,182
)


Restricted shares cancelled


164,600







41,817







223,188



Bonus and Director shares awarded


(39,830
)






(156,885
)






(82,001
)


Options exercised






(781
)














(510,573
)Options forfeited


677,187



(677,187
)


16,362



(16,362
)


155,112



(155,112
)Options cancelled/expired


10,672



(10,672
)


83,431



(83,431
)


926,081



(926,081
)Shares expired


(7,500
)


















End of Year


3,961,763



1,596,713



2,224,384



2,260,853



2,839,709



2,360,646Exercisable






1,552,213







2,176,541







2,061,700Weighted average exercise price:Outstanding at Beginning of Year





$
9.80






$
9.80






$
9.64Options granted






6.13















7.28Options exercised






6.16















7.37Options forfeited






11.46







9.65







9.19Options cancelled/expired






8.70







9.89







10.25Outstanding at End of Year





$
9.04






$
9.80






$
9.80Exercisable at End of Year





$
9.10






$
9.84






$
10.00  67




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
    2010

2009

2008Dividend yield


None







NoneRisk-free interest rate


0.6
%






2.7
%Expected volatility


50
%






40
%Expected life (in years)


5.1







2.4       Performance
    Units
       68




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
    2010


2009


2008Unvested Performance UnitsBeginning of Year


86,002



96,344



87,000Units awarded


100,000







25,000Units vested






(10,342
)


(5,330
)Units cancelled


(24,726
)






(10,326
)End of Year


161,276



86,002



96,344Weighted Average Fair ValueBeginning of year

$
9.65


$
9.47


$
10.42Units awarded


6.22







6.75Units vested






7.97



10.42Units cancelled


7.86







10.42End of year

$
7.79


$
9.65


$
9.47   Restricted
    Stock Units
        2010


2009Unvested Restricted Stock UnitsBeginning of Year


2,500



Units awarded


6,000



32,850Units vested


(625
)


(12,500
)Units cancelled






(17,850
)End of Year


7,875



2,500Weighted Average Fair ValueBeginning of year

$
5.86


$
Units awarded


6.22



6.68Units vested


5.86



6.93Units cancelled






6.27End of year

$
6.13


$
5.86  69




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
  Employee
    Stock Purchase Plan (ESPP)
      2010


2009


2008SharesOutstanding, beginning of year










Granted


93,656



93,901



69,402Vested


(93,656
)


(93,901
)


(69,402
)Outstanding, end of year










Weighted Average Fair Value at Grant DateOutstanding, beginning of year

$



$



$
Granted


1.69



1.57



2.03Vested


1.69



1.57



2.03Outstanding, end of year

$



$



$
       Employee StockPurchase Plan2010


2009


2008Dividend yield


None



None



NoneRisk-free interest rate


0.4
%


0.8
%


3.0
%Expected volatility


49
%


48
%


40
%Expected life (in years)


0.5



0.5



0.5    70




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
    Short
    Term Bonus Incentive Plan
    Board of
    Director Equity Awards
    Employee
    Withholding Taxes on Stock Awards
    Stock
    Plans
  1997
    Stock Plan
  and/or Form S-8
 71




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
    1998 Director
    Option Plan
    2001
    Non-Statutory Stock Option Plan
    Executive
    Plan
    Common
    Stock Reserved for Future Issuance
    December 31,2010


20091997 Stock Plan


4,711,375



3,734,7282001 Stock Plan


565,596



566,377Executive Plan


45,000



45,000Employee Stock Purchase Plan


445,133



538,789Total shares reserved


5,767,104



4,884,894     14.
    Stock
    Repurchases   72




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
      Fiscal Year

Shares

Amount2008


4,022,616


$
34,1572009


438,413


$
2,5092010


804,486


$
4,933   15.
    Segment,
    Customer and Geographic Information      Years Ended December 31,Region

2010


2009


2008Europe, Middle East, & Africa


24
%


25
%


25
%Asia Pacific


11
%


14
%


12
%Other Americas


9
%


7
%


8
%Total Foreign sales


44
%


46
%


45
%     Years Ended December 31,Customer

2010


2009


2008Ascom


10
%


10
%


11
%       December 31,2010


2009United States

$
39,238


$
43,566All Other


668



785$
39,906


$
44,351  73




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
  16.
    Benefit
    Plans  401(k)
    Plan
    Foreign
    Employee Benefit Plans
    Executive
    Deferred Compensation Plan
    17.
    Quarterly
    Data  (Unaudited)  Quarters Ended,March 31,


June 30,


September 30,


December 31,2010


2010


2010


2010Revenues

$
15,573


$
17,807


$
17,314


$
18,560Gross profit


7,219



8,114



7,013



8,766Operating loss


(1,440
)


(1,690
)


(1,498
)


(1,305
)Loss before provision for income taxes


(1,281
)


(1,603
)


(1,421
)


(1,026
)Net loss

$
(795
)

$
(1,028
)

$
(929
)

$
(704
)Basic loss per share:Net loss

$
(0.05
)

$
(0.06
)

$
(0.05
)

$
(0.04
)Diluted loss per share:Net loss

$
(0.05
)

$
(0.06
)

$
(0.05
)

$
(0.04
)Shares used in computing basic loss per share


17,487



17,540



17,360



17,092Shares used in computing diluted loss per share


17,487



17,540



17,360



17,092  74




---



##### Table of Contents



PCTEL,
    INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    Year Ended: December 31, 2010
  Quarters Ended,March 31,


June 30,


September 30,


December 31,2009


2009


2009


2009Revenues

$
14,139


$
13,368


$
13,709


$
14,786Gross profit


6,671



6,058



6,426



6,964Operating loss from continuing operations


(2,625
)


(2,195
)


(814
)


(551
)Loss before provision for income taxes


(2,459
)


(1,994
)


(439
)


(374
)Net loss

$
(1,863
)

$
(1,293
)

$
(755
)

$
(572
)Basic loss per share:Net loss

$
(0.11
)

$
(0.07
)

$
(0.04
)

$
(0.03
)Diluted loss per share:Net loss

$
(0.11
)

$
(0.07
)

$
(0.04
)

$
(0.03
)Shares used in computing basic loss per share


17,545



17,616



17,559



17,446Shares used in computing diluted loss per share


17,545



17,616



17,559



17,446     18.
    Subsequent
    event  PCTEL Secure   75




---



##### Table of Contents



Item 9:
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.    Item 9A:
    Controls
    and Procedures  (a)
    Evaluation
    of Disclosure Controls and Procedures  Rule 13a-15(e) Form 10-K.
  (b)
    Managements
    Report on Internal Control Over Financial Reporting  Rules 13a-15(f) 15d-15(f)
  
    pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of the assets of PCTEL;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with GAAP, and that receipts and expenditures of
    PCTEL are being made only in accordance with authorizations of
    management and directors of PCTEL
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use, or disposition of
    PCTELs assets that could have a material effect on the
    financial statements.  Internal Control  Integrated
    Framework
      (c)
    Changes
    in Internal Control Over Financial Reporting   76




---



##### Table of Contents



Item 9B:
    Other
    Information   PART III Item 10:
    Directors,
    Executive Officers and Corporate Governance  Rule 14a-6
    Item 11:
    Executive
    Compensation    Item 12:
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters      Item 13:
    Certain
    Relationships and Related Transactions and Director
    Independence    Item 14:
    Principal
    Accounting Fees and Services   77




---



##### Table of Contents



PART IV  Item 15:
    Exhibits
    and Financial Statement Schedules  (a)
    (1) Financial
    Statements  Form 10-K
  (a)
    (2) Financial
    Statement Schedules      PCTEL,
    INC.
  SCHEDULE
    II  VALUATION AND QUALIFYING ACCOUNTS
 (in
    thousands)
  Balance at

Charged to



Balance atBeginning

Costs and

Addition

End ofof Year

Expenses

(Deductions)

YearYear Ended December 31, 2008:Allowance for doubtful accounts

$
227



(28
)


(78
)

$
121Warranty reserves

$
192



74



(73
)

$
193Deferred tax asset valuation allowance

$
10,956



(9,805
)





$
1,151Year Ended December 31, 2009:Allowance for doubtful accounts

$
121



(106
)


74


$
89Warranty reserves

$
193



(85
)


120


$
228Deferred tax asset valuation allowance

$
1,151



(468
)


(35
)

$
648Year Ended December 31, 2010:Allowance for doubtful accounts

$
89



87



(16
)

$
160Warranty reserves

$
228



46



(17
)

$
257Deferred tax asset valuation allowance

$
648



54






$
702   (a) (3) Exhibits
    (numbered in accordance with Item 601 of
    Regulation S-K)
  ExhibitNo.

Description

Reference2
.1

Asset Purchase Agreement, dated December 10, 2007, by and
    between Smith Micro Software, Inc. and PCTEL, Inc. Certain
    schedules and exhibits referenced in the Asset Purchase
    Agreement have been omitted in accordance with Section
    6.01(b)(2) of Regulation S-

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Current Report on Form 8-K
    dated December 12, 2007.2
.2

Asset Purchase Agreement, dated March 14, 2008, by and between
    Bluewave Antenna Systems, Ltd., and PCTEL, Inc.

Incorporated by reference to exhibit number 2.1 filed with the
    Registrants Current Report on Form 8-K dated March 17,
    2008.2
.3

Asset Purchase Agreement, dated August 14, 2008, by and between
    SWT Scotland and PCTEL, Inc.

Incorporated by reference to exhibit number 2.1 filed with the
    Registrants Current Report on Form 8-K dated August 18,
    2008. 78




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##### Table of Contents



ExhibitNo.

Description

Reference2
.4

Share Purchase Agreement dated January 5, 2009, by and between
    PCTEL, Inc., Gyles Panther and Linda Panther.

Incorporated by reference to exhibit number 2.1 filed with the
    Registrants Current Report on Form 8-K dated January 6,
    2009.3
.1

Amended and Restated Certificate of Incorporation of PCTEL, Inc.

Incorporated by reference to exhibit number 3.2 filed with the
    Registrants Registration Statement on Form S-1 (File No.
    333-84707).3
.2

Amended and Restated Bylaws of the Registrant

Incorporated by reference to exhibit number 3.3 filed with the
    Registrants Annual Report on Form 10-K for fiscal year
    ended December 31, 2001.4
.1

Specimen common stock certificate

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Registration Statement on Form
    S-1 (File No. 333-84707).10
.1

Form of Indemnification Agreement between PCTEL, Inc. and each
    of its directors and officers

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Registration Statement on Form
    S-1 (File No. 333-84707).10
.23

2001 Nonstatutory Stock Option Plan and form of agreements
    hereunder

Incorporated by reference herein to the Registrants
    Registration Statement of Form S-8 filed on October 3, 2001
    (File No. 333-70886).10
.25

Employment Agreement between Jeffrey A. Miller and PCTEL, Inc.,
    dated November 7, 2001

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Annual Report on Form 10-K for
    fiscal year ended December 31, 2001.10
.25.1

Letter agreement dated August 22, 2006 amending the Employment
    Agreement, by and between PCTEL, Inc. and Jeffrey A. Miller

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Quarterly Report on Form 10-Q
    for the quarter ended September 30, 2006.10
.26

Employment Agreement between John Schoen and the Registrant,
    dated November 12, 2001

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Annual Report on Form 10-K for
    fiscal year ended December 31, 2001.10
.26.1

Letter agreement dated August 22, 2006 amending the Employment
    Agreement, by, and between PCTEL, Inc. and John Schoen

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Quarterly Report on Form 10-Q
    for the quarter ended September 30, 2006.10
.32

Stock Option Agreement of Jeffrey A. Miller, dated November 15,
    2001

Incorporated by reference herein to the Registrants
    Registration Statement of Form S-8 filed on December 14, 2001
    (File No. 333-75204).10
.33

Stock Option Agreement of John Schoen, dated November 15, 2001

Incorporated by reference herein to the Registrants
    Registration Statement of Form S-8 filed on December 14, 2001
    (File No. 333-75204).10
.37

Executive Deferred Compensation Plan

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Annual Report on Form 10-K for
    the fiscal year ended December 31, 2002.10
.38

Executive Deferred Stock Plan

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Annual Report on Form 10-K for
    the fiscal year ended December 31, 2002. 79




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##### Table of Contents



ExhibitNo.

Description

Reference10
.39

Board of Directors Deferred Compensation Plan

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Quarterly Report on Form 10-Q
    for the quarter ended June 30, 2003.10
.40

Board of Directors Deferred Stock Plan

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Quarterly Report on Form 10-Q
    for the quarter ended June 30, 2003.10
.44

Purchase and Sale Agreement dated November 1, 2004, between
    PCTEL, Inc. and Evergreen Brighton, L.L.C.

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Quarterly Report on Form 10-Q
    for the quarter ended September 30, 2004.10
.48

Purchase Agreement dated April 14, 2005 between PCTEL Antenna
    Products Group, a wholly owned subsidiary of PCTEL, Inc. and
    Quintessence Publishing Company, Inc.

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Quarterly Report on Form 10-Q
    for the quarter ended March 31, 2005.10
.49

Letter Agreement dated August 18, 2005 between PCTEL, Inc. and
    Biju Nair

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Current Report on Form 8-K
    filed on August 23, 200510
.50

Lease Agreement dated September 16, 2005 between PCTEL Maryland,
    Inc. and First Campus Limited Partnership for an office building
    located at 20410 Observation Drive, Germantown, MD 20876

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Current Report on Form 10-Q for
    the quarter ended September 30, 200510
.55

Letter agreement dated August 22, 2006 amending the Employment
    Agreement, by and between PCTEL, Inc. and Biju Nair

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Quarterly Report on Form 10-Q
    for the quarter ended September 30, 2006.10
.56

Letter agreement dated August 22, 2006 amending the Employment
    Agreement, by and between PCTEL, Inc. and Steve Deppe

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Quarterly Report on Form 10-Q
    for the quarter ended September 30, 2006.10
.59

1998 Employee Stock Purchase Plan and related standard form of
    agreement

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Current Report on Form 8-K
    filed on June 21, 2007.10
.60

Executive Compensation Plan

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Current Report on Form 8-K
    filed on June 21, 2007.10
.61

Employment Agreement dated September 5, 2007 between PCTEL,
    Inc., and Martin H. Singer

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Current Report on Form 8-K
    filed on September 10, 2007.10
.62

Management Retention Agreement dated September 5, 2007 between
    PCTEL, Inc., and Martin H. Singer

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Current Report on Form 8-K
    filed on September 10, 2007.10
.63

Form of Performance Share Agreement

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Current Report on Form 8-K
    filed on September 10, 2007.10
.64

Form of Amended and Restated Management Retention Agreement

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Current Report on Form 8-K
    filed on October 12, 2007. 80




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##### Table of Contents



ExhibitNo.

Description

Reference10
.65

Offer Letter dated May 16, 2007 with Robert Suastegui relating
    to Mr. Suasteguis employment

Incorporated by reference to exhibit number 10.61 filed with the
    Registrants Quarterly Report on Form 10-Q for the quarter
    ended June 30, 2007.10
.66

Form of 1997 Stock Plan Performance Share Agreement

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Quarterly Report on Form 10-Q
    for the quarter ended March 31, 2008.10
.68

PCTEL, Inc., 1997 Stock Plan, as amended September 18, 2008

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Current Report on Form 8-K
    filed on September 22, 2008.10
.69

PCTEL, Inc., 1997 Stock Plan Form of Stock Option Award
    Agreement, as amended September 18, 2008

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Current Report on Form 8-K
    filed on September 22, 2008.10
.70

PCTEL, Inc., 2001 Nonstatutory Stock Option Plan, as amended
    November 7, 2008

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Current Report on Form 8-K
    filed on November 13, 2008.10
.71

PCTEL, Inc, 2001 Nonstatutory Stock Option Plan Form of Stock
    Option Agreement, as amended November 7, 2008

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Current Report on Form 8-K
    filed on November 13, 2008.10
.72

PCTEL, Inc, 1997 Stock Plan, as amended and restated June 15,
    2010

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Current Report on Form 8-K
    filed on June 21, 2010.10
.73

Limited Liability Company Agreement, dated January 5, 2011, by
    and between PCTEL, Inc. and Eclipse Design Technologies, Inc.

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Current Report on Form 8-K
    filed on January 11, 2011.21
.1

List of significant subsidiaries

Filed herewith23
.1

Consent of Grant Thornton LLP

Filed herewith31
.1

Certification of Principal Executive Officer pursuant to
    Exchange Act Rules 13A-14(A) and 15(D)-14(A), as adopted
    pursuant to Section 302 of Sarbanes-Oxley Act of 2002

Filed herewith31
.2

Certification of Principal Financial Officer pursuant to
    Exchange Act Rules 13A-14(A) and 15(D)-14(A), as adopted
    pursuant to Section 302 of Sarbanes-Oxley Act of 2002

Filed herewith32
.1

Certifications of Principal Executive Officer and Principal
    Financial Officer pursuant to 18 U.S.C. Section 1350 as
    adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

Filed herewith  81




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##### Table of Contents



SIGNATURES    
  Martin
    H. Singer
   Chairman of the Board and
 Chief Executive Officer
    Form 10-K
    Signature

Title

Date/s/  Martin
    H. SingerMartin
    H. Singer

Chairman of the Board,
    Chief Executive Officer
    (Principal Executive Officer)
    and Director

March 16, 2011/s/  (John
    Schoen)John
    Schoen

Chief Financial Officer
    (Principal Financial and
    Accounting Officer)

March 16, 2011/s/  Richard
    C. AlberdingRichard
    C. Alberding

Director

March 16, 2011/s/  Brian
    J. JackmanBrian
    J. Jackman

Director

March 16, 2011/s/  Steven
    D. LevySteven
    D. Levy

Director

March 16, 2011/s/  Giacomo
    MariniGiacomo
    Marini

Director

March 16, 2011 82




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##### Table of Contents



Signature

Title

Date/s/  John
    SheehanJohn
    Sheehan

Director

March 16, 2011/s/  Carl
    A. ThomsenCarl
    A. Thomsen

Director

March 16, 2011  83




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##### Table of Contents



ExhibitNo.

Description

Reference2
.1

Asset Purchase Agreement, dated December 10, 2007, by and
    between Smith Micro Software, Inc. and PCTEL, Inc. Certain
    schedules and exhibits referenced in the Asset Purchase
    Agreement have been omitted in accordance with Section
    6.01(b)(2) of Regulation S-

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Current Report on Form 8-K
    dated December 12, 2007.2
.2

Asset Purchase Agreement, dated March 14, 2008, by and between
    Bluewave Antenna Systems, Ltd., and PCTEL, Inc.

Incorporated by reference to exhibit number 2.1 filed with the
    Registrants Current Report on Form 8-K dated March 17,
    2008.2
.3

Asset Purchase Agreement, dated August 14, 2008, by and between
    SWT Scotland and PCTEL, Inc.

Incorporated by reference to exhibit number 2.1 filed with the
    Registrants Current Report on Form 8-K dated August 18,
    2008.2
.4

Share Purchase Agreement dated January 5, 2009, by and between
    PCTEL, Inc., Gyles Panther and Linda Panther.

Incorporated by reference to exhibit number 2.1 filed with the
    Registrants Current Report on Form 8-K dated January 6,
    2009.3
.1

Amended and Restated Certificate of Incorporation of PCTEL, Inc.

Incorporated by reference to exhibit number 3.2 filed with the
    Registrants Registration Statement on Form S-1 (File No.
    333-84707).3
.2

Amended and Restated Bylaws of the Registrant

Incorporated by reference to exhibit number 3.3 filed with the
    Registrants Annual Report on Form 10-K for fiscal year
    ended December 31, 2001.4
.1

Specimen common stock certificate

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Registration Statement on Form
    S-1 (File No. 333-84707).10
.1+

Form of Indemnification Agreement between PCTEL, Inc. and each
    of its directors and officers

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Registration Statement on Form
    S-1 (File No. 333-84707).10
.23+

2001 Nonstatutory Stock Option Plan and form of agreements
    hereunder

Incorporated by reference herein to the Registrants
    Registration Statement of Form S-8 filed on October 3, 2001
    (File No. 333-70886).10
.25+

Employment Agreement between Jeffrey A. Miller and PCTEL, Inc.,
    dated November 7, 2001

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Annual Report on Form 10-K for
    fiscal year ended December 31, 2001.10
.25.1+

Letter agreement dated August 22, 2006 amending the Employment
    Agreement, by and between PCTEL, Inc. and Jeffrey A. Miller

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Quarterly Report on Form 10-Q
    for the quarter ended September 30, 2006.10
.26+

Employment Agreement between John Schoen and the Registrant,
    dated November 12, 2001

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Annual Report on Form 10-K for
    fiscal year ended December 31, 2001.10
.26.1+

Letter agreement dated August 22, 2006 amending the Employment
    Agreement, by, and between PCTEL, Inc. and John Schoen

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Quarterly Report on Form 10-Q
    for the quarter ended September 30, 2006.10
.32+

Stock Option Agreement of Jeffrey A. Miller, dated November 15,
    2001

Incorporated by reference herein to the Registrants
    Registration Statement of Form S-8 filed on December 14, 2001
    (File No. 333-75204).10
.33+

Stock Option Agreement of John Schoen, dated November 15, 2001

Incorporated by reference herein to the Registrants
    Registration Statement of Form S-8 filed on December 14, 2001
    (File No. 333-75204).




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##### Table of Contents



ExhibitNo.

Description

Reference10
.37+

Executive Deferred Compensation Plan

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Annual Report on Form 10-K for
    the fiscal year ended December 31, 2002.10
.38+

Executive Deferred Stock Plan

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Annual Report on Form 10-K for
    the fiscal year ended December 31, 2002.10
.39+

Board of Directors Deferred Compensation Plan

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Quarterly Report on Form 10-Q
    for the quarter ended June 30, 2003.10
.40+

Board of Directors Deferred Stock Plan

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Quarterly Report on Form 10-Q
    for the quarter ended June 30, 2003.10
.44

Purchase and Sale Agreement dated November 1, 2004, between
    PCTEL, Inc. and Evergreen Brighton, L.L.C.

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Quarterly Report on Form 10-Q
    for the quarter ended September 30, 2004.10
.48

Purchase Agreement dated April 14, 2005 between PCTEL Antenna
    Products Group, a wholly owned subsidiary of PCTEL, Inc. and
    Quintessence Publishing Company, Inc.

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Quarterly Report on Form 10-Q
    for the quarter ended March 31, 2005.10
.49+

Letter Agreement dated August 18, 2005 between PCTEL, Inc. and
    Biju Nair

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Current Report on Form 8-K
    filed on August 23, 200510
.50

Lease Agreement dated September 16, 2005 between PCTEL Maryland,
    Inc. and First Campus Limited Partnership for an office building
    located at 20410 Observation Drive, Germantown, MD 20876

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Current Report on Form 10-Q for
    the quarter ended September 30, 200510
.55+

Letter agreement dated August 22, 2006 amending the Employment
    Agreement, by and between PCTEL, Inc. and Biju Nair

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Quarterly Report on Form 10-Q
    for the quarter ended September 30, 2006.10
.56+

Letter agreement dated August 22, 2006 amending the Employment
    Agreement, by and between PCTEL, Inc. and Steve Deppe

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Quarterly Report on Form 10-Q
    for the quarter ended September 30, 2006.10
.59+

1998 Employee Stock Purchase Plan and related standard form of
    agreement

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Current Report on Form 8-K
    filed on June 21, 2007.10
.60+

Executive Compensation Plan

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Current Report on Form 8-K
    filed on June 21, 2007.10
.61+

Employment Agreement dated September 5, 2007 between PCTEL,
    Inc., and Martin H. Singer

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Current Report on Form 8-K
    filed on September 10, 2007.




---



##### Table of Contents



ExhibitNo.

Description

Reference10
.62+

Management Retention Agreement dated September 5, 2007 between
    PCTEL, Inc., and Martin H. Singer

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Current Report on Form 8-K
    filed on September 10, 2007.10
.63+

Form of Performance Share Agreement

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Current Report on Form 8-K
    filed on September 10, 2007.10
.64+

Form of Amended and Restated Management Retention Agreement

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Current Report on Form 8-K
    filed on October 12, 2007.10
.65+

Offer Letter dated May 16, 2007 with Robert Suastegui relating
    to Mr. Suasteguis employment

Incorporated by reference to exhibit number 10.61 filed with the
    Registrants Quarterly Report on Form 10-Q for the quarter
    ended June 30, 2007.10
.66+

Form of 1997 Stock Plan Performance Share Agreement

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Quarterly Report on Form 10-Q
    for the quarter ended March 31, 2008.10
.68+

PCTEL, Inc., 1997 Stock Plan, as amended September 18, 2008

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Current Report on Form 8-K
    filed on September 22, 2008.10
.69+

PCTEL, Inc., 1997 Stock Plan Form of Stock Option Award
    Agreement, as amended September 18, 2008

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Current Report on Form 8-K
    filed on September 22, 2008.10
.70+

PCTEL, Inc., 2001 Nonstatutory Stock Option Plan, as amended
    November 7, 2008

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Current Report on Form 8-K
    filed on November 13, 2008.10
.71+

PCTEL, Inc, 2001 Nonstatutory Stock Option Plan Form of Stock
    Option Agreement, as amended November 7, 2008

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Current Report on Form 8-K
    filed on November 13, 2008.10
.72+

PCTEL, Inc, 1997 Stock Plan, as amended and restated June 15,
    2010

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Current Report on Form 8-K
    filed on June 21, 2010.10
.73

Limited Liability Company Agreement, dated January 5, 2011, by
    and between PCTEL, Inc. and Eclipse Design Technologies, Inc.

Incorporated by reference to the exhibit bearing the same number
    filed with the Registrants Current Report on Form 8-K
    filed on January 11, 2011.21
.1

List of significant subsidiaries

Filed herewith23
.1

Consent of Grant Thornton LLP

Filed herewith31
.1

Certification of Principal Executive Officer pursuant to
    Exchange Act Rules 13A-14(A) and 15(D)-14(A), as adopted
    pursuant to Section 302 of Sarbanes-Oxley Act of 2002

Filed herewith




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##### Table of Contents



ExhibitNo.

Description

Reference31
.2

Certification of Principal Financial Officer pursuant to
    Exchange Act Rules 13A-14(A) and 15(D)-14(A), as adopted
    pursuant to Section 302 of Sarbanes-Oxley Act of 2002

Filed herewith32
.1

Certifications of Principal Executive Officer and Principal
    Financial Officer pursuant to 18 U.S.C. Section 1350 as
    adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

Filed herewith     +
    
    Management contract or compensatory plan or arrangement