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

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FORM 10-Q

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

For the quarterly period ended September 30, 2007

OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ________to _________

Commission file number 000-30649



Centillium Communications, Inc.



|Delaware                                                       | 94-3263530                             
|-------------------------------------------------------------- | ---------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number)

215 Fourier Avenue
Fremont, California      94539

(510) 771-3700




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

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

Large accelerated filer      ̈ Accelerated filer    x Non-accelerated filer     ̈

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

The number of shares of the registrant's common stock, $0.001 par value, outstanding as of October 31, 2007 was 41,485,988.




Note:PDF provided as a courtesyCentillium Communications, Inc.
                                 TABLE OF CONTENTS

PART I.   FINANCIAL INFORMATION

Page No.Item 1.   Financial Statements (unaudited):Condensed Consolidated Balance Sheets at
         September 30, 2007 and December 31, 2006

3Condensed Consolidated Statements of Operations for the three 
          
          and nine months ended September 30, 2007 and 2006

4Condensed Consolidated Statements of Cash Flows for the nine
          
         months ended September 30, 2007 and 2006

5Notes to Condensed Consolidated Financial Statements

6Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations

17Item 3.   Quantitative and Qualitative Disclosures About Market Risk

30Item 4.   Controls and Procedures

30PART II.  OTHER INFORMATIONItem 1.   Legal Proceedings

31Item 1A.   Risk Factors

31Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

45Item 3.   Defaults Upon Senior Securities

45Item 4.   Submission of Matters to a Vote of Security Holders

45Item 5.   Other Information

45Item 6.   Exhibits

46Signatures

47Centillium Communications, Palladia, Maximus, eXtremeDSLMAX, Entropia, Voice Services
Platform, Atlanta and the Centillium Logo are trademarks of Centillium Communications, Inc. in the United States and certain other
countries. All rights reserved.2
Part I -- FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS


CENTILLIUM COMMUNICATIONS, INC. 
                     CONDENSED CONSOLIDATED BALANCE SHEETS 
                       (In thousands, except share and per share data) 

September 30,

December 31,2007

2006 (*)(Unaudited)ASSETSCurrent assets:Cash and cash equivalents


$                 18,842

$                 26,121Short-term investments


22,814

29,278Accounts receivable (net of allowance for doubtful accountsof $33 at September 30, 2007 and $80 at December 31, 2006)


4,326

6,266Inventories


3,358

4,968Other current assets


3,774

2,985Total current assets


53,114

69,618Property and equipment, net


2,227

2,702Other assets


1,270

578Total assets


$                 56,611

$                 72,898LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilities:Short-term borrowings


$                     1,500

$                                -Accounts payable


6,426

6,505Accrued compensation and related expenses


4,236

3,249Accrued liabilities and other


21,024

21,118Total current liabilities


33,186

30,872Long-term liabilities:Other long-term liabilities


1,567

1,228Total liabilities


34,753

32,100Commitments and contingencies  (Note 4)Stockholders' equity:Common stock; $0.001 par value:Authorized shares: 100,000,000; Issued and outstanding shares:41,480,663 at September 30, 2007 and 41,147,312 atDecember 31, 2006


41

41Additional paid-in capital


253,922

251,964Accumulated deficit


(232,123)

(211,189)Accumulated other comprehensive income (loss)


18

(18)Total stockholders' equity


21,858

40,798Total liabilities and stockholders' equity


$                 56,611

$                 72,898_____________

*   Derived from audited financial statements at December 31, 2006


See accompanying notes.

3
CENTILLIUM COMMUNICATIONS, INC. 
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 
                                     (Unaudited)
                       (In thousands, except per share data) 


Three Months Ended

Nine Months EndedSeptember 30,

September 30,2007

2006

2007

2006Net revenues


$        10,026

$        16,033

$        30,582

$        54,547Cost of revenues (a)


3,767

7,780

13,316

25,188Gross profit


6,259

8,253

17,266

29,359Operating expenses:Research and development (a)


8,081

7,119

22,152

20,239Selling, general and administrative (a)


3,904

4,738

14,039

15,835Loss on settlement


-

-

2,500

-Total operating expenses


11,985

11,857

38,691

36,074Operating loss


(5,726)

(3,604)

(21,425)

(6,715)Interest income and other, net


538

776

1,879

2,102Loss before provision for income taxes


(5,188)

(2,828)

(19,546)

(4,613)Provision  for income taxes


49

50

451

146Net loss


$        (5,237)

$        (2,878)

$      (19,997)

$        (4,759)Basic and diluted net loss per share


$          (0.13)

$          (0.07)

$          (0.48)

$          (0.12)Shares used to compute basic and diluted net loss per share


41,458

40,675

41,280

40,492(a) Includes stock-based compensation as follows:Cost of revenues


$               10

$               18

$               29

$               49Research and development


196

271

662

937Selling, general and admininstrative


290

486

887

1,480$             496

$             775

$          1,578

$          2,466See accompanying notes.


4
CENTILLIUM COMMUNICATIONS, INC. 
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 
                                     (Unaudited) 

Nine Months Ended September 30,2007

2006(In thousands)OPERATING ACTIVITIESNet loss


$                (19,997)

$                  (4,759)Adjustments to reconcile net loss to net cash provided by (used in)operating activities:Depreciation and amortization expense


1,313

1,736Stock-based compensation expense


1,578

2,510Changes in operating assets and liabilities:Accounts receivable


1,940

1,273Inventories


1,610

(2,989)Other current assets


(789)

(311)Other assets


(692)

(105)Accounts payable


(79)

3,325Accrued compensation and related expenses


424

(905)Accrued liabilities


(94)

1,979Other long-term liabilities


(35)

(980)Net cash provided by (used in) operating activities


(14,821)

774INVESTING ACTIVITIESPurchases of available-for-sale securities


(44,085)

(62,320)Maturities of available-for-sale securities


50,585

59,252Purchases of property and equipment


(838)

(896)Net cash provided by (used in) investing activities


5,662

(3,964)FINANCING ACTIVITIESProceeds from issuance of common stock


380

1,098Proceeds from short-term borrowings


1,500

-Net cash provided by financing activities


1,880

1,098Net decrease in cash and cash equivalents


(7,279)

(2,092)Cash and cash equivalents at beginning of period


26,121

39,440Cash and cash equivalents at end of period


$                 18,842

$                 37,348SUPPLEMENTAL DISCLOSURES OF CASH FLOWSCash paid for income taxes


$                      245

$                        85Cash paid for interest


$                        38

$                           -See accompanying notes.

5
CENTILLIUM COMMUNICATIONS, INC.
                  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  (UNAUDITED)


1. Description of Business


Centillium Communications, Inc. (Centillium or the Company) was incorporated in California in February 1997 and
was reincorporated in Delaware in December 1999. The Company designs, develops and supplies highly-integrated programmable
semiconductors that enable broadband communications, which is the high-speed networking of data, voice and video signals. The
Company's system-level semiconductor products incorporate digital and mixed-signal semiconductors and related software. The Company
serves the Digital Subscriber Line (DSL), Voice over Internet Protocol (VoIP) and Fiber-To-The-Premises (FTTP), which are also known as
optical networking, markets. Its end customers are original equipment manufacturers (OEMs) which sell DSL and optical network equipment
for deployment in central offices and customer premises and VoIP equipment for use in carrier-class and enterprise-class gateways and
consumer telephony.


2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with
U.S. generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation
S-X. In the opinion of management, the unaudited condensed consolidated financial statements contain all adjustments (consisting of normal
recurring adjustments) that are necessary for a fair presentation of Centillium's consolidated financial position at September 30, 2007, the
consolidated results of operations for the three and nine months ended September 30, 2007 and 2006 and its consolidated cash flows for the
nine months ended September 30, 2007 and 2006. Operating results for the three and nine months ended September 30, 2007 are not
necessarily indicative of the results that may be expected for the year ending December 31, 2007.

The unaudited condensed consolidated financial statements include all the accounts of Centillium and those of its
wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated.

The accompanying unaudited condensed consolidated financial statements do not include certain financial footnotes
and disclosures required under U.S. generally accepted accounting principles for audited financial statements. Therefore, these financial
statements should be read in conjunction with Centillium's audited consolidated financial statements and footnotes thereto for the year ended
December 31, 2006 included in Centillium's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 16,
2007.

Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. generally accepted
accounting principles requires Centillium to make assumptions, estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities reported in the condensed consolidated
financial statements and accompanying notes. On an on-going basis, Centillium evaluates its estimates and assumptions related to revenue
recognition, sales returns and allowances, allowance for doubtful accounts, inventories, warranty, taxes, royalties, compensation,
compensation related benefits and litigation and contingencies. Estimates based on historical experience and on various other assumptions
are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of
assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.

6Revenue Recognition

Revenue Recognition:  Revenues related to product sales are generally recognized when the products have
been shipped and risk of loss has passed to the customer, collection of the resulting receivable is reasonably assured, persuasive evidence
of an arrangement exists, and the price is fixed or determinable. Certain royalty payments to a customer are recorded as a reduction in
revenue. If sales arrangements contain customer-specific acceptance requirements, revenue is deferred and is recognized upon receipt of
customer acceptance.

Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements," or SFAS
157. SFAS 157 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and
expands disclosures about fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years. The Company is currently evaluating the impact, if any, the adoption
of this statement could have on its financial position, results of operations or cash flows.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and
Financial Liabilities - Including an Amendment of FASB Statement No. 115", or SFAS 159, which permits entities to choose
to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing
entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without
having to apply complex hedge accounting provisions. SFAS 159 is expected to expand the use of fair value measurements, which is
consistent with the FASB's long-term measurement objectives for accounting for financial instruments. The Company is currently evaluating
the impact, if any, the adoption of SFAS 159 could have on its financial position, results of operations or cash flows.

3. Stock-based Compensation

Determining Fair Value

Valuation and amortization method

Expected Term

Expected Volatility

Expected Dividend-The Black-Scholes valuation model calls for a single expected dividend yield as an input.
The dividend yield of zero is based on the fact that the Company has never paid cash dividends and has no present intention to pay cash
dividends in the future.

Risk-Free Interest Rate

Estimated Forfeitures

7

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Fair Value

|                            |  | Three Months Ended |  | Nine Months Ended
|--------------------------- |  | ------------------ |  | -----------------
|                            |  | September 30,      |  | September 30,    
|                            |  | 2007               |  | 2006             
|Option Plan Shares          |  |                    |  |                  
|Expected term (in years)    |  | 2.84 years         |  | 2.7 years        
|Volatility                  |  | 66%                |  | 71%              
|Expected dividend           |  | -%                 |  | -%               
|Risk free interest rate     |  | 4.02%              |  | 4.60%            
|Estimated forfeitures       |  | 7.34%              |  | 6.84%            
|Weighted-average fair value |  | $0.71              |  | $1.20            
|                            |  |                    |  |                  
|ESPP Shares                 |  |                    |  |                  
|Expected term (in years)    |  | 0.5 years          |  | 0.5 years        
|Volatility                  |  | 66%                |  | 71%              
|Expected dividend           |  | -%                 |  | -%               
|Risk free interest rate     |  | 4.93%              |  | 5.24%            
|Weighted-average fair value |  | $0.73              |  | $1.14            

Stock Compensation Expense

Under the provisions of

At September 30, 2007 and 2006, the total compensation cost related to unvested stock−based awards
granted to employees under the Company's stock option plans but not yet recognized was approximately $2.6 million and $2.6 million,
respectively, net of estimated forfeitures of $436,000 and $468,000, respectively. The stock compensation cost which related to unvested
stock options was approximately $1.6 million at September 30, 2007, which will be amortized on an accelerated basis over a
weighted−average remaining period of approximately 1.4 years, and will be adjusted for subsequent changes in estimated forfeitures.
The stock compensation costs related to restricted stock units not yet recognized was approximately $1.0 million at September 30, 2007,
which will be amortized on a straight-line basis over a weighted-average remaining period of approximately 3.2 years, and will be adjusted for
subsequent changes in estimated forfeitures.

8

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The following is a summary of additional information with respect to the stock option plans as of September 30, 2007:

|                                  |  | Number ofShares |  | WeightedAverageExercise Price |  | WeightedAverageRemainingContractualTerm,in Years |  | AggregateIntrinsicValue, inthousands
|--------------------------------- |  | --------------- |  | ----------------------------- |  | ------------------------------------------------ |  | ------------------------------------
|Outstanding at January 1, 2007    |  | 8,066,231       |  | $              4.61           |  |                                                  |  |                                     
|Granted                           |  | 960,500         |  | $              1.80           |  |                                                  |  |                                     
|Exercised                         |  | (12,983)        |  | $              1.35           |  |                                                  |  |                                     
|Forfeitures and cancellations     |  | (942,443)       |  | $              4.78           |  |                                                  |  |                                     
|Outstanding at September 30,2007  |  | 8,071,305       |  | $              4.30           |  | 6.16                                             |  | $               164                 
|Vested and expected to vest at    |  |                 |  |                               |  |                                                  |  |                                     
|September 30, 2007                |  | 7,750,172       |  | $              4.38           |  | 6.05                                             |  | $               157                 
|Exercisable at September 30, 2007 |  | 5,935,554       |  | $              5.01           |  | 5.22                                             |  | $               117                 

Restricted Stock Units

The Company issues new shares of common stock upon the vesting of restricted stock units. The fair value of our restricted stock units is
calculated based upon the fair market value of our Company stock at the date of grant. Restricted stock unit activity for the nine months
ended September 30, 2007 is summarized below:

|                               |  | Restricted Stock Units          
|------------------------------ |  | --------------------------------
|                               |  | RestrictedStock UnitsOutstanding
|Balance at January 1, 2007     |  | 527,280                         
|Awarded                        |  | 215,825                         
|Released                       |  | (120,385)                       
|Canceled or forfeited          |  | (63,102)                        
|Balance at September 30, 2007  |  | 559,618                         
|                               |  |                                 
|Vested and expected to vest at |  |                                 
|September 30, 2007             |  | 458,105                         

The weighted-average fair value on the date of the grant for the outstanding restricted stock units granted during the
nine months ended September 30, 2007 was $1.82.

0

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Employee Stock Purchase Plan Information

To provide employees with an opportunity to purchase common stock of the Company through payroll deductions, the
Company established the 2000 Employee Stock Purchase Plan, or ESPP, and initially reserved 500,000 shares of common stock for
issuance to participants. In addition, the plan provides for automatic annual increases on the first day of each of the Company's years equal
to the lesser of 400,000 shares or 1% of the Company's outstanding common stock on the date of the annual increase, or a lesser number of
shares determined by the Board of Directors. Under the plan, the Company's employees, subject to certain restrictions, may purchase shares
of common stock at the lesser of 85 percent of the fair market value at either the beginning or end of each six-month offering period. Under
the plan, the Company sold 386,642, 489,880, and 634,207 shares of common stock during 2006, 2005 and 2004, respectively.

In connection with the ESPP, on May 31, 2007, 217,783 shares were issued at a purchase price per share of
$1.666.

4. Commitments and Contingencies

The Company leases its facilities under operating leases, expiring through February 2011. In conjunction with its
lease of facilities in Fremont, California, in March 2004 the Company capitalized $731,000 of lease incentives, which are being amortized
over the seven year lease period as a reduction of rent expense. Additionally, the Company is obligated to make future payments of $8.5
million in connection with certain software licensing arrangements.

In 2005, the Company recorded $2.2 million in charges for surplus space in its Fremont, California location, which it
abandoned. The Company increased the surplus space reserve, to extend the estimated vacant lease period, by $308,000 during the three
months ended June 30, 2007. The operating lease for this location expires in February 2011. Centillium has no future use for the surplus
space as a result of the decrease in personnel in Fremont. This charge has been included primarily within selling, general and administrative
expense in the statement of operations.

Charges to the surplus space liability as of September 30, 2007 are as below (in thousands):

|Surplus space charges:                                                     |  |  |  |  | Amount          
|-------------------------------------------------------------------------- |  |  |  |  | ----------------
|Ending surplus space liability balance at December 31, 2006                |  |  |  |  | $          1,084
|Lease payments offset against liability during the three months ended      |  |  |  |  |                 
|March 31, 2007                                                             |  |  |  |  | (122)           
|Lease payments offset against liability during the three months ended      |  |  |  |  |                 
|June 30, 2007                                                              |  |  |  |  | (124)           
|Increase surplus space reserve during the three months ended June 30, 2007 |  |  |  |  | 308             
|Lease payments offset against liability during the three months ended      |  |  |  |  |                 
|September 30, 2007                                                         |  |  |  |  | (124)           
|Ending surplus space liability balance at September 30, 2007               |  |  |  |  | $          1,022

The Company does not own or operate a fabrication facility and foundries located in Asia currently supply
substantially all of its wafer requirements. The Company's purchase obligations to these foundries are based on non-cancelable purchase
orders. As of September 30, 2007, the Company's non-cancelable purchase obligations for wafers and masks, all expected to be delivered
within the next six months, were $5.1 million.

Under certain circumstances, Centillium provides intellectual property infringement protection to its customers.
Centillium indemnifies, holds harmless, and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified
party, generally to its customers, in connection with certain patent, copyright or other intellectual property infringement claims by any third
parties with respect to its products. This indemnification obligation is generally perpetual but is typically subject to an overall cap on liability.
Although these indemnification obligations may give rise to material accruals, to date, Centillium has not incurred significant costs

10

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to defend itself or settle claims related to these indemnification obligations. However, in accordance with Statement of Financial Accounting Standards
No. 5, "Accounting for Contingencies", FAS 5, the Company had determined certain of these obligations are both probable and
reasonably estimable. Centillium has accrued $4.3 million in connection with certain contingent liabilities as of September 30, 2007.

The semiconductor and telecommunications industries are characterized by substantial litigation regarding patent and
other intellectual property rights. In August 2004, Fujitsu Limited filed a suit against Centillium Communications, Inc. and Centillium Japan
K.K. ("Centillium Japan") in the Tokyo District Court alleging that Centillium and Centillium Japan infringe one Japanese patent
jointly owned by Fujitsu and Ricoh Co. Ltd. The complaint seeks monetary damages against Centillium and Centillium Japan. The suit is in
process, and the probable outcome of this suit cannot be predicted with any certainty and a reasonable range of loss, if any, cannot be
estimated. The Company is continuing to vigorously defend itself against these claims. The Company has incurred and is likely to continue to
incur substantial expenses in its defense against these claims. In the event of a determination adverse to the Company, it may incur
substantial liability, which could have a material adverse effect on its financial position, results of operations and cash flows.

In December 2005, Accton Technology Corporation, or Accton, filed a suit against Centillium Communications, Inc. in
the California Superior Court for the County of Alameda alleging a variety of claims, including breach of contract, breach of express warranty,
and fraud and concealment in connection with certain products Accton purchased in 2002 and 2003. The complaint sought monetary
damages against Centillium. Centillium disputed each of these claims. The parties settled the dispute on July 12, 2007 for $2.5 million.
In accordance with FAS 5, the Company had determined that the loss was both probable and reasonably estimable and thereby the
Company had accrued and expensed the total amount of settlement in the quarter ended June 30, 2007.

In addition, Centillium is responding to other claims arising in the ordinary course of business. In certain cases,
management has accrued estimates of the amounts it expects to pay upon resolution of such matters and such amounts are included in
accrued liabilities. Should Centillium not be able to secure the terms it expects, these estimates may change and will be recognized in the
period in which they are identified. Although the ultimate outcome of such claims is not presently determinable, management believes that the
resolution of these matters will not have a material adverse effect on Centillium's results of operations, but could have a material adverse
effect on its financial position and cash flows.

5. Balance Sheet Information

Inventories (in thousands):

|                |  |  |  |  | September 30,    |  | December 31,    
|--------------- |  |  |  |  | ---------------- |  | ----------------
|                |  |  |  |  | 2007             |  | 2006            
|Work-in-process |  |  |  |  | $          1,502 |  | $          3,125
|Finished goods  |  |  |  |  | 1,856            |  | 1,843           
|                |  |  |  |  | $          3,358 |  | $          4,968

In the three months ended September 30, 2007 and 2006, the Company recorded charges to cost of revenues for the
write-down of excess inventory of $128,000 and $1.2 million, respectively. Additionally, during the three months ended September 30, 2007
the Company's recorded gross margin benefited from unexpected sales of previously written-down inventory of $821,000, compared to
$277,000 of such sales in the three months ended September 30, 2006. In the nine months ended September 30, 2007 and 2006, the
Company recorded charges to cost of revenues for the write-down of excess inventory of 457,000 and $2.9 million, respectively. Additionally,
the Company had unexpected sales of previously written-down inventory of $1.1 million during the nine months ended September 30, 2007,
compared to $306,000 of such sales in the nine months ended September 30, 2006.

11

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Property and equipment, net (in thousands):

|                                          |  |  |  |  | September 30,    |  | December 31,   
|----------------------------------------- |  |  |  |  | ---------------- |  | ---------------
|                                          |  |  |  |  | 2007             |  | 2006           
|Equipment and software                    |  |  |  |  | $        27,185  |  | $        26,418
|Furniture and fixtures                    |  |  |  |  | 470              |  | 1,108          
|Leasehold improvements                    |  |  |  |  | 1,439            |  | 1,439          
|                                          |  |  |  |  | 29,094           |  | 28,965         
|Accumulated depreciation and amortization |  |  |  |  | (26,867)         |  | (26,263)       
|Property and equipment, net               |  |  |  |  | $          2,227 |  | $         2,702

Accrued liabilities and other (in thousands):

|                          |  |  |  |  | September 30,   |  | December 31,     
|------------------------- |  |  |  |  | --------------- |  | -----------------
|                          |  |  |  |  | 2007            |  | 2006             
|Accrued royalties         |  |  |  |  | $        18,119 |  | $        17,523  
|Accrued other liabilities |  |  |  |  | 2,905           |  | 3,595            
|                          |  |  |  |  | $       21,024  |  | $          21,118

Warranty reserve (in thousands):

|                                     | Three Months Ended |  | Nine Months Ended
|------------------------------------ | ------------------ |  | -----------------
|                                     | September 30,      |  | September 30,    
|                                     | 2007               |  | 2006             
|Balance at beginning of period       | $             192  |  | $             152
|Product warranty accruals            | 44                 |  | 32               
|Adjustments related to pre-existing  |                    |  |                  
|warranties including expirations and |                    |  |                  
|changes in estimates                 | (17)               |  | 22               
|Warranty costs incurred              | (37)               |  | (47)             
|Balance at end of period             | $             182  |  | $             159

Effective January 1, 2007, the Company adopted Emerging Issues Task Force, or EITF, Issue No. 06-02,
"Accounting for Sabbatical Leave and Other Similar Benefits Pursuant to FASB Statement No. 43, Accounting for Compensated
Absences." Under this consensus, sabbatical leave or other similar benefits provided to an employee are considered to accumulate, as
that term is used in SFAS 43, provided that (a) the employee is required to complete a minimum service period to be entitled to the
benefit, (b) there is no increase to the benefit if the employee provides additional years of service, (c) the employee continues to
be a compensated employee during his or her absence, and (d) the employer does not require the employee to perform any duties
during his or her absence. If these conditions are met, companies are required to accrue for sabbatical leave or other similar benefits ratably
over the implied service period. The accounting required under this consensus was effective for fiscal years beginning after
December 15, 2006. Upon adoption, companies could choose to apply the guidance using either of the following approaches:
(a) a change in accounting principle through retrospective application to all periods presented, or (b) a change in accounting
principle through a cumulative-effect adjustment to the balance in retained earnings at the beginning of the year of adoption.
As a result of the implementation of EITF No. 06-02, the Company recognized an increase of approximately $0.9 million in accrued
and long-term liabilities, which resulted in a net increase of $0.9 million in the opening balance of accumulated deficit at January 1, 2007. In
prior years, the cost of such benefit was expensed at the time the employees took such sabbatical leave instead of accruing the cost of such
benefit over the service period.

12

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6. Cash Equivalents and Short-term Investments

Cash equivalents and short-term investments (in thousands):

|                                                  |  |  | September 30, 2007
|------------------------------------------------- |  |  | ------------------
|                                                  |  |  |                   
|                                                  |  |  |                   
|                                                  |  |  | Amortized         
|                                                  |  |  | Cost              
|Cash Equivalents                                  |  |  |                   
|Money market funds                                |  |  | $        12,215   
|Government agencies - discounted                  |  |  | 469               
|Restricted - certificates of deposit              |  |  | 335               
|                                                  |  |  | 13,019            
|Short-term  Investments                           |  |  |                   
|Obligations of the U.S. government and affiliated |  |  |                   
|agencies                                          |  |  | 12,397            
|Corporate bonds                                   |  |  | 10,400            
|                                                  |  |  | 22,797            
|                                                  |  |  |                   
|Total                                             |  |  | $        35,816   
|                                                  |  |  |                   
|                                                  |  |  | December 31, 2006 
|                                                  |  |  |                   
|                                                  |  |  |                   
|                                                  |  |  | Amortized         
|                                                  |  |  | Cost              
|Cash Equivalents                                  |  |  |                   
|Money market funds                                |  |  | $        21,424   
|Commercial paper                                  |  |  | 539               
|                                                  |  |  | 21,963            
|Short-term  Investments                           |  |  |                   
|Obligations of the U.S. government and affiliated |  |  |                   
|agencies                                          |  |  | 12,397            
|Corporate bonds                                   |  |  | 10,400            
|                                                  |  |  | 29,296            
|                                                  |  |  |                   
|Total                                             |  |  | $        51,259   

The estimated fair value of short-term investments is based on quoted market prices.

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7. Financing Arrangements

Short-term borrowings

On September 27, 2007, the Company entered into a Loan and Security Agreement with a financial institution. The
loan agreement provides commitments for up to $10 million under a revolving line of credit. The line of credit may also be used for letters of
credit. As security for the line of credit, the Company granted the financial institution a security interest in all of its assets, except for the
shares of certain of its foreign subsidiaries and certain of its intellectual property rights. The loan agreement requires monthly interest
payments. Principal payments are not required on the revolving loan until the maturity date, or sooner if an event of default occurs. The
maturity date under the loan agreement is September 24, 2008, unless sooner terminated. The interest rate on any outstanding loans is the
financial institution's prime rate as then in effect and any adjustments to the interest rate are effective on the effective date of any prime rate
changes. The credit agreement also contains certain financial, operating and reporting covenants, including a quarterly "quick
ratio" of at least 1.50 to 1 and a tangible net worth ratio, and various negative covenants including, among others, prohibitions on
certain dispositions, changes in business, indebtedness, encumbrances, dividends or other distributions, and affiliate transactions. Legal
expenses associated with the line of credit are expensed as incurred and other fees are amortized over the life of the line of credit. The
Company was in compliance with the loan covenants as of September 30, 2007.

As of September 30, 2007, the Company had drawn down $1.5 million from the line of credit. Further draws and other
extensions of credit under the Loan Agreement are subject to specified conditions, including the continued accuracy of the Company's
representations (which include, among others, the absence of specified litigation and of a material deterioration in the Company's financial
condition, the absence of certain claims and other conditions in respect of the collateral, continued legal compliance, and the continued
absence of specified types of investments and equity interests) and the absence of a material adverse change involving the Company since
June 30, 2007.

8. Provision for Income Taxes

Effective January 1, 2007, we adopted the provisions of Financial Accounting Standards Interpretation No. 48,
"Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109", FIN 48. Adoption of FIN 48 did not
have any impact on our accumulated deficit as of January 1, 2007. We recognized a $0.3 million adjustment to the liability for uncertain tax
positions and recorded an income tax expense in the quarter ended March 31, 2007. As of January 1, 2007 and September 30, 2007, we had
approximately $0.1 million and $0.4 million of unrecognized tax benefits, all of which would impact our effective tax rate if recognized. Our
policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of the date
of adoption of FIN 48, the Company recorded approximately $0.1 million of accrued interest associated with any unrecognized tax
benefits.

We file income tax returns in the U.S. federal jurisdiction, California and various state and foreign tax jurisdictions in
which we have a subsidiary or branch operations. All tax years from inception remain open to examination by the Internal Revenue Service,
the State of California and various states until such time as the net operating losses and research credits are either fully utilized or expire.
The foreign tax jurisdictions remain open to examination for the years between 2002 to 2006. Although timing of the resolution and/or closure
on audits is highly uncertain, it is reasonably possible that the balance of gross unrecognized tax benefits would materially change in the next
12 months.

The provision for income taxes for the three and nine months ended September 30, 2007 and 2006 relates to taxes
payable for Centillium's subsidiaries located in foreign jurisdictions. Income tax expense differs from the expected benefit that was derived by
applying the applicable U.S. federal statutory rate to the loss from operations primarily due to losses that are not currently available for tax
benefit. Due to Centillium's loss position, a full valuation allowance has been established against Centillium's deferred tax assets, consisting
primarily of net operating loss carryforwards.

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9.	Net Loss Per Share

Basic and diluted net loss per share have been computed using the weighted average number of shares of common
stock outstanding during the period. The following table presents the computation of basic and diluted net loss per share (in thousands,
except per share amounts):

|                                   | Three Months Ended |  | Nine Months Ended
|---------------------------------- | ------------------ |  | -----------------
|                                   | September 30,      |  | September 30,    
|                                   | 2007               |  | 2006             
|Net loss                           | $        (5,237)   |  | $        (2,878) 
|Basic and diluted weighted average |                    |  |                  
|shares used to compute basic and   |                    |  |                  
|diluted net loss per share         | 41,458             |  | 40,675           
|                                   |                    |  |                  
|Basic and diluted net loss         |                    |  |                  
|per common share                   | $          (0.13)  |  | $          (0.07)

During the periods presented, the Company had securities outstanding that could potentially dilute basic earnings per
share in the future, but were excluded from the computation of diluted net loss per share, as their effect would have been anti-dilutive due to
recorded net losses. The potential anti-dilutive securities are as follows:

|                                |  |  |  |  | September 30, |  | September 30,
|------------------------------- |  |  |  |  | ------------- |  | -------------
|                                |  |  |  |  | 2007          |  | 2006         
|Employee stock options          |  |  |  |  | 8,071,305     |  | 8,165,681    
|Employee restricted stock units |  |  |  |  | 559,618       |  | -            
|                                |  |  |  |  | 8,630,923     |  | 8,165,681    

10. Comprehensive Net Loss

The following table presents the computation of comprehensive net loss (in thousands):

|                               | Three Months Ended |  | Nine Months Ended
|------------------------------ | ------------------ |  | -----------------
|                               | September 30,      |  | September 30,    
|                               | 2007               |  | 2006             
|Net loss as reported           | $        (5,237)   |  | $        (2,878) 
|Change in unrealized gain on   |                    |  |                  
|available-for-sale investments | 43                 |  | 27               
|Total comprehensive net loss   | $        (5,194)   |  | $        (2,851) 

11. Business Segment Information and Customer Concentration

Centillium operates in one operating segment, broadband communications. Centillium's foreign operations consist
primarily of design centers in India and France, and sales and marketing offices in several locations around the world. Geographic sales
information is based on the location of the Company's end customer.

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The following customers accounted for more than 10% of net revenues in the periods indicated:

|                                                                                | Three Months Ended |  | Nine Months Ended
|------------------------------------------------------------------------------- | ------------------ |  | -----------------
|                                                                                | September 30,      |  | September 30,    
|                                                                                | 2007               |  | 2006             
|Sumitomo Electric Industries                                                    | 39%                |  | 23%              
|Marconi Corporation Plc *                                                       | 19%                |  | 31%              
|Lucent                                                                          | 18%                |  | 12%              
|NEC                                                                             | 12%                |  | 17%              
|                                                                                |                    |  |                  
|_______________                                                                 |                    |  |                  
|*  Acquired by Ericsson in January 2006. Indirect revenues through distributor.

The following is a summary of net revenues by major geographic area (in thousands):

|                   | Three Months Ended |  | Nine Months Ended
|------------------ | ------------------ |  | -----------------
|                   | September 30,      |  | September 30,    
|                   | 2007               |  | 2006             
|Japan              | $          5,829   |  | $          6,941 
|Europe             | 2,150              |  | 4,960            
|United States      | 1,953              |  | 2,138            
|Taiwan             | 85                 |  | 943              
|China              | 7                  |  | 1,039            
|Other Asia-Pacific | 2                  |  | 12               
|                   | $        10,026    |  | $        16,033  

Long-lived assets by geographical area were as follows (in thousands):

|              |  |  |  |  | September 30,    |  | December 31,    
|------------- |  |  |  |  | ---------------- |  | ----------------
|              |  |  |  |  | 2007             |  | 2006            
|United States |  |  |  |  | $          2,237 |  | $          1,980
|India         |  |  |  |  | 990              |  | 1,045           
|Other         |  |  |  |  | 270              |  | 255             
|              |  |  |  |  | $          3,497 |  | $          3,280

12. Related Party

One of Centillium's former directors is also a director since 2004 of Cadence Design Systems, Inc., a company
from which Centillium licenses software tools. This former director is also a director of Semiconductor Manufacturing International Corporation
(SMIC), a company from which Centillium purchases foundry services and products. This director resigned from our Board in March of 2007
for reasons unrelated to the license and foundry services agreements.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis in conjunction with our condensed consolidated financial
statements and related notes in Item 1 above, and our consolidated financial statements and the related notes thereto included in our Annual
Report on Form 10-K, filed with the Securities and Exchange Commission on March 16, 2007. The information in this report is not a complete
description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the
various disclosures made by us in this report and in our other reports filed with the SEC.

All statements included or incorporated by reference in this report, other than statements or characterizations of
historical fact, are "forward-looking statements" that are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Examples of forward-looking statements include, but are not limited to, statements concerning projected net
revenues, costs and expenses and gross margin; our anticipated cash flows and future capital resources; our accounting estimates,
assumptions and judgments; estimates of future stock-based compensation expenses and the impact of other new accounting rules on our
future results of operations; the impact of the maturation of the ADSL market and other anticipated market and customer trends and
developments, including the timing of anticipated deployments by service providers; our ability to grow and diversify our DSL business;
anticipated customer qualification and acceptance of our products, particularly our ability to penetrate the VDSL2, VoIP and FTTP markets;
our ability to control expenses; and the impact of competition and technological change in the telecommunications and networking market.
Additional forward-looking statements may be preceded by words that imply a future state such as "expected,"
"estimated," "planned" or "anticipated" or imply that a particular future event or events will occur such as
"will". These forward-looking statements are based on our current expectations, estimates and projections about our industry and
business, management's beliefs, and certain assumptions made by us, all of which are subject to change. Investors are cautioned that all
forward-looking statements involve risks and uncertainties and actual results could be materially different from those expressed in or implied
by any forward-looking statement. We undertake no obligation to revise or update publicly any forward-looking statements for any
reason.

The section entitled "Risk Factors" set forth below under Part II, Item 1A, and similar discussions in our
other reports filed with the SEC discuss some of the important risks and uncertainties that may affect our business, results of operations and
financial condition and could cause actual results to differ from those expressed or implied by our forward-looking statements. Copies of our
reports filed with the SEC are available from us without charge and on the SEC's website at www.sec.gov. You should carefully consider
those risks, in addition to the other information in this report and in our other filings with the SEC, before deciding to invest in Centillium or to
maintain or increase your investment.

Overview

We design, develop and supply highly-integrated programmable system-on-a-chip (SoC) solutions that enable high-
speed broadband access, which is the delivery of high capacity bandwidth to consumers and enterprises for networking of data, voice and
video signals. Our SoC products incorporate digital and mixed-signal semiconductors and related software. We serve the Digital Subscriber
Line (DSL), Voice over Internet Protocol (VoIP) and Fiber-To-The-Premises (FTTP), which is also known as optical networking, markets. Our
DSL business currently comprises our Asymmetric DSL (ADSL) products. The next generation of our DSL products comprises our very-high-
data-rate DSL, or VDSL2 products. Our customers are systems vendors and original equipment manufacturers, or OEMs, that sell DSL and
optical network equipment, for deployment in central offices and customer premises, and VoIP equipment, for use in carrier-class and
enterprise-class gateways and consumer telephony applications.

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Trends and Factors Affecting Our Business

Our products are components of broadband access infrastructure equipment, and we rely on OEMs to select our
products over our competitors' products to be designed into their equipment. These "design wins" are an integral part of the long
sales cycle for our products. The sales cycle of our products is lengthy and typically involves a detailed initial technical evaluation of our
products by our prospective customers, followed by the design, construction and testing of prototypes incorporating our products. Our focus is
on design, development, sales and marketing. We outsource our semiconductor fabrication, assembly and test functions.

We currently market and sell through our direct sales force, through independent sales representatives and through
an independent distributor in Europe.

We have not reported an operating profit for any year since inception and experienced net losses of approximately
$20.0 million and $4.8 million for the nine months ended September 30, 2007 and 2006, respectively. We expect to continue to incur
operating losses and negative cash flows in the near term.

Our revenues for the nine months ended September 30, 2007 were $30.6 million compared with $54.5 million for the
nine months ended September 30, 2006, a decrease of 44%. Furthermore, in 2006 our net revenues were $64.6 million, compared with $76.1
million in 2005, a decrease of 15%. We experienced a significant revenue decline in the Japan ADSL market in 2006 and into 2007. Due to
this severe decline in our legacy Japan ADSL business, we expect our 2007 net loss to significantly increase, compared to 2006, as we do
not expect to recognize any material revenue from our optical and VoIP 2007 new product introductions until late 2007 or, early 2008. Our net
loss for the nine months ended September 30, 2007 was $20.0 million, compared to $4.8 million for the nine months ended September 30,
2006.

Since inception, a substantial portion of our net revenues have been derived from the sale of our ADSL products to
two customers in Japan. These two customers are NEC Corporation, or NEC, and Sumitomo Electric Industries, Ltd., or Sumitomo. The
ADSL new subscriber market in Japan shrank dramatically in 2006, 2005 and 2004 and this trend has continued in 2007, resulting in a severe
adverse impact on our financial performance. Our Japan ADSL revenues declined 35%, 17% and 45% in 2006, 2005 and 2004, respectively.
The new subscriber rate in Japan through September 30, 2007 has generally been lower than the rate experienced in 2006 and we expect
that trend to continue for the remainder of 2007.

We have recently introduced our next generation DSL products, which are VDSL2 products. We anticipate that they
will begin to contribute to revenues starting in late 2008 although this depends on the deployment schedules of end customers, which have
been subject to occasional delays. Based on feedback from our customers in Japan, Asia, North America and Europe, we believe that our
ArionTM products, with our eXtremeVDSL2TM technology, have high-performance in power consumption, data rates, reach and
interoperability. Our VDSL2 products are in laboratory evaluations at several customers. However, there can be no assurance that our
products will meet customer requirements now or in the future and that even if they do meet these requirements, that our customers will
purchase our product.

Our VoIP revenues were $7.6 million and $9.2 million in the nine months ended September 30, 2007 and 2006,
respectively, and $10.8 million and $12.0 million for the years ended December 31, 2006 and 2005, respectively. Our VoIP revenues may
vary significantly from quarter to quarter. This is largely due to the variable nature of the growth of this market and the related deployments of
VoIP equipment by telecommunications service providers. Moreover, sales of our VoIP products are concentrated with a relatively limited
number of customers, which may cause our sales to vary widely depending on changes even in a single customer's deployment schedule
and testing requirements. Our VoIP revenues were $2.5 million, $2.9 million and $2.7 million in the three months ended September 30, 2007,
the three months ended June 30, 2007 and the three months ended September 30, 2006, respectively. We expect our net revenues from
VoIP in the fourth quarter of 2007 to increase slightly compared to the third quarter of 2007. We expanded our VoIP product line by
introducing the PalladiaTM 400 product family, which went into volume production in the first quarter of 2007. The Palladia 400
delivers the industry's first integrated VoIP solution for the ADSL market.

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Our FTTP revenues were $2.2 million and $2.9 million in the nine months ended September 30, 2007 and 2006,
respectively, and $4.0 million and $3.8 million for the years ended December 31, 2006 and 2005, respectively. We have been heavily
engaged in the development of a gigabit Ethernet passive optical networking, or GEPON, solution for the FTTP market. We introduced our
newest generation of GEPON chips, called ME300, earlier this year. We also entered into an agreement with a third party in May 2007 that
gives us exclusive rights to an EPON chip that they developed. This EPON chip was an improvement on a previous solution that had already
been tested by service providers in Japan. It was designed specifically to meet the requirements of the targeted service providers. Obtaining
these exclusive rights to this chip allows us to mitigate our risk and to improve our chances of success by providing us with additional
technology to penetrate our primary target market, Japan. We refer to this EPON chip as the ME250.

After discussions with one customer, we decided to move forward with the ME250 for this customer as the principal
telecommunications service provider in Japan has already accepted this customer's internal ME250 test results and has begun its own
validation of this customer's FTTP system with that chip. We also signed a strategic agreement with this customer for the delivery of the
ME250 PON chips. This customer's FTTP system with the ME250 has been validated by the principal telecommunications service provider
and we must obtain the anticipated market share of that service provider's business for us to grow our FTTP revenues from this product in
2007 and beyond. During the three months ended September 30, 2007 we received a multi-million dollar order for the ME250-based solution
for expected delivery within the next six months. There can be no assurance that this service provider will purchase our customer's FTTP
systems with the ME250 in the anticipated quantities or that this order will not be canceled, or the anticipated delivery delayed.

Another FTTP product, the ME300, is also currently being validated internally by another customer. If the ME300 is
validated, we anticipate that it will be the platform that we will generally market going forward with other customers, due to its more
aggressive integration and ease of roadmap migration. There can be no assurance that the ME300 will be validated or selected by any
customer and even if it is, that it will meet our customers' requirements or that our customers will purchase this product. Moreover, even if all
this occurs, there can be no assurance that any of our customers' FTTP systems with the ME300 will be validated by the principal
telecommunications service provider and even if it is, that this service provider will purchase any customer's FTTP systems with the ME300 in
the anticipated quantities, if at all.

From 2004 to 2005, we reduced our operating expenses, primarily in the research and development area, by
conducting more of our research and development in India, where costs were substantially lower than in the United States. However, salary
and benefit cost levels in India have been increasing significantly since 2006 due to the growth in their economy. Moreover, our ability to
attract and retain the necessary qualified engineers is becoming more difficult due to increased competition for these engineers.

In the past, we have experienced high employee turnover within our marketing and engineering groups and we
continue to see significant employee turnover. High employee turnover, particularly in our marketing and engineering groups, could have a
negative affect on us and our ability to achieve our plans. Moreover, it would take time and substantial resources to replace these employees
and there is no assurance that we will be able to attract sufficient numbers of appropriately qualified employees.

We have traditionally sold our products on the basis of our standard terms and conditions. We are increasingly being
required to enter into sales agreements with key customers and potential customers as a condition to doing business with them. These
agreements shift significantly more risk and cost onto us. Doing business under terms of this nature could increase our costs, cause us to
bear greater inventory risk and increase our liabilities, which could materially affect our business, results of operations and financial condition.

Our planned actions for the remainder of 2007 and beyond are based on certain assumptions concerning the
adoption of broadband technologies, the rate of ADSL subscriber change, the rate of deployment of our VDSL2 products, the successful
qualification and deployment of our FTTP products in Japan, the ramp of our VoIP products and the cost and expense structure of our
business. These assumptions could prove to be inaccurate. If economic or market conditions deteriorate to an unexpected degree, if our
products and technologies are not accepted and deployed to the extent we currently assume, or if our planned actions are not successful in
achieving our goals, there could be additional adverse impacts on our revenues, profitability, financial position and cash flows. In that case, we

19

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might need to modify our strategic focus, including a possible transition out of one or more of our product lines, and restructuring our
business to realign our resources and reduce our expenses.

Even though our net revenues for the fourth quarter of 2007 are expected to be approximately 10% higher than our
net revenues for the third quarter of 2007, we anticipate that both our losses and negative operating cash flow will continue. While we believe
that existing cash and short-term investments will be sufficient to support our current operations for the next twelve months, that cannot be
assured. This belief is based on a variety of assumptions that are subject to risks and uncertainties, and if any of those assumptions proves to
be inaccurate or if our cash flows from operations do not meet our expectations, our cash and short-term investments could be inadequate to
meet our liquidity requirements. For example, we have assumed that new product introductions will occur on a timely basis and will achieve
market acceptance, but there is no guarantee that this will happen. We also have significant litigation risk, and if we are required to make any
substantial payments due to adverse results in litigation, this could seriously affect our liquidity and materially affect our business, results of
operations and financial condition. Other risks that could cause our actual cash position to vary are set forth under Part II, item 1A, "Risk
Factors," of this report.

Our operating results will continue to be materially affected by additional stock-based compensation expense.
Pursuant to Statement of Financial Accounting Standards No. 123 (revised 2004), or SFAS 123(R), which we adopted effective January 1,
2006, in accordance with which we must reflect the fair value of stock options and other stock-based awards as an expense in our financial
statements. We anticipate that these stock-based compensation charges will continue to be material to our future operating results. As of
September 30, 2007 the total compensation cost related to unvested stock−based awards granted to employees under the Company's
stock option plans but not yet recognized was approximately $2.6 million, net of estimated forfeitures of $436,000. The stock compensation
cost which related to unvested stock options was approximately $1.6 million at September 30, 2007, which will be amortized on an
accelerated basis over a weighted−average remaining period of approximately 1.4 years, and will be adjusted for subsequent changes
in estimated forfeitures. The stock compensation costs related to restricted stock units not yet recognized was approximately $1.0 million at
September 30, 2007, which will be amortized on a straight-line basis over a weighted-average remaining period of approximately 3.2 years,
and will be adjusted for subsequent changes in estimated forfeitures.

Net Revenues. DSL revenues accounted for 68%, 77%, 79% and 94% of our net revenues for the nine months
ended September 30, 2007 and for the years ended December 31, 2006, 2005 and 2004, respectively. Marconi (acquired by Ericsson in
January 2006) accounted for 27% and 16% of our net revenues for the nine months ended September 30, 2007 and for the year ended
December 31, 2006, respectively. Sumitomo accounted for 25%, 26%, 35% and 35% of our net revenues for the nine months ended
September 30, 2007 and for the years ended December 31, 2006, 2005 and 2004, respectively. NEC accounted for 18%, 23%, 26% and
42% of our net revenues for the nine months ended September 30, 2007 and for the years ended December 31, 2006, 2005 and 2004,
respectively. Lucent Technologies accounted for 13%, 12% and 13% of net revenues for the nine months ended September 30, 2007 and for
the years ended December 31, 2006 and 2005, respectively. No other customer accounted for 10% or more of our net revenues during the
nine months ended September 30, 2007 and during the years ended December 31, 2006, 2005 and 2004.

While our sales have historically been denominated in U.S. dollars, major fluctuations in foreign currency exchange
rates could materially impact our customers' demand for our products as most of our major customers are foreign entities.

The cycle for test, evaluation and adoption of our products by customers can range from three to more than six
months with an additional three to more than nine months before a customer commences volume production of equipment incorporating our
products. Additionally, this cycle may be as long as 18 to 24 months for certain VoIP and FTTP products. Due to this lengthy sales cycle, we
may experience significant delays from the time we incur expenses for research and development, marketing and selling, and investment in
inventory, to the time we generate corresponding revenues, if any. We anticipate that the rate of orders will vary significantly from quarter to
quarter. If anticipated shipments in any quarter do not occur when expected, expenses and inventory levels could be disproportionately high
or low, and our results of operations for that quarter, and potentially for future quarters, would be materially and adversely affected. This
volatility may become more pronounced as we continue to attempt to increase the proportion of total sales generated by our newer VoIP and
FTTP products. Among other things, sales

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of these newer products may be concentrated with an even smaller number of customers than our
DSL products, which may cause our sales to vary widely depending on changes in a single customer's deployment schedule and testing
requirements.

Competition and technological change in the rapidly evolving DSL, VoIP and optical networking markets have
influenced, and may continue to influence, our quarterly and annual net revenues and results of operations. Average selling prices of our
products tend to be higher at the time of introduction and decline over time due to competitive pressures including technological advances.
We expect this pattern to continue with existing and future products. Our average selling prices are also impacted by our customer and
product mix. We are increasingly selling into VDSL2, VoIP and optical networking markets where pricing is very competitive. As a result, our
gross margins are lower in these markets. If the gross profit generated from these markets is not sufficient to offset the cost of business in
these markets, this may have a negative impact on our financial results.

Cost of Revenues:  We are a fabless semiconductor company: we outsource the wafer fabrication, assembly
and testing of our products. Our cost of revenues primarily consists of purchased finished wafers, assembly and test services, royalties,
overhead associated with procurement and production engineering, provisions for excess and obsolete inventories, and product warranty
costs.

Research and Development Expenses:  Research and development (R&D) expenses consist primarily of
employee compensation including stock compensation expense and related personnel expenses, fees paid to consultants, non-recurring
engineering, prototype costs, evaluation and testing of pre-production parts and engineering design tools. We expense our research and
development costs as they are incurred. Several components of our research and development effort require significant expenditures, the
timing of which can cause significant quarterly variability in our expenses.

Selling, General and Administrative Expenses:  Selling, general and administrative (SG&A) expenses
include employee compensation including stock compensation expense and related personnel expenses in sales and marketing, product
marketing, applications engineering, and corporate functions including accounting, finance, legal, human resources and information systems.
Due to the complexities of the litigation to which we are a party and the high cost of defending legal proceedings in general, we may incur
significant legal expenses in our defense of these cases for the foreseeable future.

Loss on Settlement:  In December 2005, Accton Technology Corporation, or Accton, filed a suit against us in
the California Superior Court for the County of Alameda alleging a variety of claims, including breach of contract, breach of express warranty,
and fraud and concealment in connection with certain products Accton purchased in 2002 and 2003. The complaint sought monetary
damages against us. We disputed each of these claims. The parties settled the dispute on July 12, 2007 for a payment by us of $2.5
million. In accordance with FAS 5, we had determined that the loss was both probable and reasonably estimable and thereby we accrued and
expensed the total amount of settlement in the quarter ended June 30, 2007.

Interest Income and Other, Net:  Interest income consists of interest earned on cash and cash equivalent
balances and short-term investments.

Provision for Income Taxes:  The provisions for income taxes relate to current taxes payable for income
generated by the Company's subsidiaries located in foreign jurisdictions. Income tax expense differs from the expected benefit that was
derived by applying the applicable U.S. federal statutory rate to the loss from operations primarily due to losses that are not currently
available for tax benefit. Due to our loss position, a full valuation allowance has been established against our deferred tax assets, consisting
primarily of net operating loss carry-forwards, research and development tax credits and reserves and accruals not currently deductible.

Critical Accounting Policies

General:  Our discussion and analysis of our financial condition and results of operations are based upon our
condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles.
The preparation of these financial statements requires that we make assumptions, estimates and judgments that affect the reported amounts
of assets, liabilities, revenues and expenses, and related disclosures

21

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of contingent assets and liabilities reported in the condensed
consolidated financial statements and accompanying notes. On an on-going basis, we evaluate our estimates and assumptions related to
revenue recognition, sales returns and allowances, allowance for doubtful accounts, inventories, warranty and litigation and contingencies.
We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from
these estimates under different assumptions or conditions.

We believe the following critical accounting policies affect our more significant judgments and estimates used in the
preparation of our consolidated financial statements.

Revenue Recognition:  Revenues related to product sales are generally recognized when the products have
been shipped and risk of loss has passed to the customer, collection of the resulting receivable is reasonably assured, persuasive evidence
of an arrangement exists, and the price is fixed or determinable. License fees are recorded as contra revenue. If sales arrangements contain
customer-specific acceptance requirements, revenue is deferred and is recognized upon receipt of customer acceptance.

Stock Compensation:  We adopted Statement of Financial Accounting Standards ("SFAS")
No. 123 (revised 2004), "Share-Based Payment," or SFAS 123(R), effective January 1, 2006. SFAS 123(R) requires
the recognition of the fair value of stock compensation in net income. SFAS 123(R) is a very complex accounting standard. Applying this
standard requires significant judgment and the use of estimates, particularly surrounding Black-Scholes option pricing model assumptions,
such as stock price volatility and expected option lives, as well as expected option forfeiture rates to value equity-based compensation. These
assumptions and estimates are subject to change over time, which may affect the related stock-based compensation expenses that we
recognize in our financial statements.

The fair value of our restricted stock units is calculated based upon the fair market value of Company stock at the
date of grant.

Sales Returns and Allowances:  Upon shipment of our products, we establish a provision for estimated returns.
Under certain circumstances, we allow our customers to return products and a provision is made for such returns. Our estimate of product
returns is based on contractual terms or sales agreements, historical experience and expectation of future conditions. Additional provisions
and allowances may be required, resulting in decreased net revenues and gross profit, should we experience increased product returns.

Allowance for Doubtful Accounts:  We perform ongoing credit evaluations of our customers and adjust credit
limits, as determined by our review of current credit information. We record allowances for doubtful accounts for estimated losses based upon
specifically identified amounts that we believe to be uncollectible. We record additional allowances based on certain percentages of our aged
receivables, which are determined based on historical experience and our assessment of the general financial condition of our customer
base. If our actual collections experience changes, revisions to our allowances may be required. We have a limited number of customers with
individually large amounts due at any given balance sheet date. Any unanticipated change in one of those customers' creditworthiness or
other matters affecting the collectibility of amounts due from such customers could have a material effect on our results of operations in the
period in which such changes or events occur.

Inventories:  Inventories are stated at the lower of standard cost, which approximates actual cost, or net
realizable value. Cost is based on a first-in, first-out basis. We perform detailed reviews of the net realizable value of inventories, both on
hand and those we are committed to purchase, with consideration given to deterioration, obsolescence, and other factors. Currently, we use
a nine-month rolling forecast based on the type of products, anticipated product orders, product order history, forecasts and backlog. We
compare our current or committed inventory levels to these forecasts on a regular basis and any adverse changes to our future product
demand may result in increased write-downs, resulting in decreased gross profit. In the event we experience unanticipated demand and are
able to sell previously written down inventories, gross profit will increase.

Warranty:  A limited warranty is provided on our products, generally for a period of one year, and allowances
for estimated warranty costs are recorded during the period of sale. While we engage in product quality programs and processes, including
monitoring and evaluating the quality of our suppliers, our warranty obligation is affected

22

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by product failure rates, the cost of replacing
chipsets, rework costs and freight incurred in replacing a chipset after failure. We monitor chipset returns for warranty and maintain a reserve
for the related warranty expenses based on historical experience of similar products. The determination of such allowances requires us to
make estimates of product return rates and expected costs to repair or replace the products under warranty. We periodically assess the
adequacy of the warranty liability and adjust such amounts as necessary.

Litigation and Contingencies:  From time to time, we receive various inquiries or claims or are involved in
litigation in connection with patent and other intellectual property rights as well as breach of contract and other claims. When the liability is
probable and estimable, we have accrued estimates of the amounts we expect to pay upon resolution of such matters. Depending on
developments in these matters, these estimates may change and may result in increased accruals, resulting in decreased profit or decreased
accruals, resulting in increased profit, respectively.

The above items are not a comprehensive list of all of our accounting policies. In many cases, the accounting
treatment of a particular transaction is specifically dictated by U.S. generally accepted accounting principles with no need for our
management's judgment in their application. There are also areas in which our management's judgment in selecting any available alternative
would not produce a materially different result.

23

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Results of Operations for the three and nine months ended September 30, 2007 and 2006

The following table sets forth, for the periods presented, certain data from our unaudited condensed consolidated
statements of operations expressed as a percentage of net revenues.

|                                    | Three Months Ended |  | Nine Months Ended
|----------------------------------- | ------------------ |  | -----------------
|                                    | September 30,      |  | September 30,    
|                                    | 2007               |  | 2006             
|Net revenues                        | 100  %             |  | 100  %           
|Cost of revenues                    | 38                 |  | 49               
|Gross profit                        | 62                 |  | 51               
|Operating expenses:                 |                    |  |                  
|Research and development            | 80                 |  | 44               
|Selling, general and administrative | 39                 |  | 30               
|Loss on settlement                  | 0                  |  | -                
|Operating loss                      | (57)               |  | (23)             
|Interest income and other, net      | 5                  |  | 5                
|for income taxes                    | (52)               |  | (18)             
|Provision  for income taxes         | -                  |  | *                
|Net loss                            | (52)%              |  | (18)%            

_____________________________
                   * Less than 1%

Net Revenues. The following tables present net revenues, cost of revenues and gross profit for the
three and nine months ended September 30, 2007 and 2006 (in thousands except for percentages):

|                 | Three Months Ended |          | Three Months Ended |  |               |  |          
|---------------- | ------------------ | -------- | ------------------ |  | ------------- |  | ---------
|                 | September 30, 2007 |          | September 30, 2006 |  |               |  |          
|                 |                    | % of Net |                    |  | % of Net      |  | Increase/
|                 | Amount             |          | Revenues           |  | Amount        |  | Revenues 
|Net revenues     | $     10,026       |          | 100%               |  | $     16,033  |  | 100%     
|Cost of revenues | 3,767              |          | 38%                |  | 7,780         |  | 49%      
|Gross Profit     | $       6,259      |          | 62%                |  | $       8,253 |  | 51%      
|                 |                    |          |                    |  |               |  |          
|                 | Nine Months Ended  |          | Nine Months Ended  |  |               |  |          
|                 | September 30, 2007 |          | September 30, 2006 |  |               |  |          
|                 |                    | % of Net |                    |  | % of Net      |  | Increase/
|                 | Amount             |          | Revenues           |  | Amount        |  | Revenues 
|Net revenues     | $    30,582        |          | 100%               |  | $    54,547   |  | 100%     
|Cost of revenues | 13,316             |          | 43%                |  | 25,188        |  | 46%      
|Gross Profit     | $     17,266       |          | 57%                |  | $    29,359   |  | 54%      

24

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Our revenues are generated principally by sales of our DSL, VoIP and FTTP products. The following tables present
net revenues from each of our major product lines for the three and nine months ended September 30, 2007 as compared to the three and
nine months ended September 30, 2006 (in thousands except for percentages):

|             | Three Months Ended |          | Three Months Ended |  |               |  |          
|------------ | ------------------ | -------- | ------------------ |  | ------------- |  | ---------
|             | September 30, 2007 |          | September 30, 2006 |  |               |  |          
|             |                    | % of Net |                    |  | % of Net      |  | Increase/
|Products     | Amount             |          | Revenues           |  | Amount        |  | Revenues 
|DSL          | $        6,069     |          | 60%                |  | $      12,523 |  | 78%      
|VoIP         | 2,461              |          | 25%                |  | 2,687         |  | 17%      
|FTTP         | 1,496              |          | 15%                |  | 823           |  | 5%       
|Net revenues | $      10,026      |          | 100%               |  | $      16,033 |  | 100%     
|             |                    |          |                    |  |               |  |          
|             | Nine Months Ended  |          | Nine Months Ended  |  |               |  |          
|             | September 30, 2007 |          | September 30, 2006 |  |               |  |          
|             |                    | % of Net |                    |  | % of Net      |  | Increase/
|Products     | Amount             |          | Revenues           |  | Amount        |  | Revenues 
|DSL          | $      20,791      |          | 68%                |  | $      42,399 |  | 78%      
|VoIP         | 7,646              |          | 25%                |  | 9,206         |  | 17%      
|FTTP         | 2,145              |          | 7%                 |  | 2,942         |  | 5%       
|Net revenues | $      30,582      |          | 100%               |  | $      54,547 |  | 100%     

Net revenues for the three months ended September 30, 2007 were $10.0 million, compared with $16.0 million for the
three months ended September 30, 2006, a decrease of $6.0 million or 37%. Net revenues for the nine months ended September 30, 2007
were $30.6 million, compared with $54.5 million for the nine months ended September 30, 2006, a decrease of $23.9 million or 44%. Our
revenues have been dramatically impacted by the significant decline in our Japan ADSL revenues.

Revenues from our DSL products accounted for $6.0 million, or 60%, of net revenues for the three months ended
September 30, 2007, as compared to $12.5 million, or 78%, of net revenues for the comparable period in 2006. Revenues from our DSL
products accounted for $20.8 million, or 68%, of net revenues for the nine months ended September 30, 2007, as compared to $42.4 million,
or 78%, of net revenues for the comparable period in 2006. The decline in DSL revenues was primarily due to a significant decrease in the
number of new ADSL subscribers in Japan and to a lesser extent, by inventory corrections at our customers in China and Europe in the third
quarter of 2007. Additionally, we experienced a decrease in the average selling price of our DSL products. Average selling prices of products
are expected to decline as they mature. Historically, competition in the semiconductor industry has driven down the average selling prices of
products.

Total revenues from Japan comprised 46% and 54% of our net revenues for the nine months ended September 30,
2007 and 2006, respectively. Japan's DSL market has been an important part of our business, and new ADSL subscribers in Japan have
been a significant driver of consumption for our DSL products. Therefore, the continuing decreasing number of new ADSL subscribers in
Japan will likely continue to impact our future revenues adversely. DSL revenues from Japan decreased by $14.7 million, or 56%, to $11.8
million for the nine months ended September 30, 2007 as compared to $26.5 million for the nine months ended September 30, 2006.

Revenues from VoIP products accounted for $2.5 million of revenues in the three months ended September 30, 2007
as compared to $2.7 million in the three months ended September 30, 2006, or 25% and 17% of net revenues, respectively. Revenues from
VoIP products accounted for $7.6 million of revenues in the nine months ended September 30, 2007 as compared to $9.2 million in the nine
months ended September 30, 2006, or 25% and 17% of net revenues, respectively. The decrease in VoIP revenues for the three and nine
months ended September 30, 2007

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was primarily due to lower unit shipments. Our VoIP revenues can vary significantly from quarter to
quarter as they are currently concentrated with only a few customers which have varying deployment schedules and testing requirements.
We expect that our VoIP revenues will slightly increase in the fourth quarter of 2007.

Revenues from our FTTP products accounted for $1.5 million of revenues in the three months ended September 30,
2007 as compared to $823,000 in the three months ended September 30, 2006, or 15% and 5% of net revenues, respectively. Revenues
from our FTTP products accounted for $2.2 million of revenues in the nine months ended September 30, 2007 as compared to $2.9 million in
the nine months ended September 30, 2006, or 7% and 5% of net revenues, respectively. The decline in FTTP revenue was primarily due to
lower unit shipments. During the three months ended September 30, 2007 we received a multi-million dollar order for one of our processors
from a leading manufacturer of broadband networking equipment in Japan for expected delivery within the next six months. Growth in FTTP
revenues, if any, is highly dependent on the successful execution of our longer term FTTP strategy, including the purchase of significant
quantities of the ME250 chip by our customer and achieving the expected market share of the Japan customer.

The following customers accounted for more than 10% of net revenues in the periods indicated:

|                                                                                | Three Months Ended |  | Nine Months Ended
|------------------------------------------------------------------------------- | ------------------ |  | -----------------
|                                                                                | September 30,      |  | September 30,    
|                                                                                | 2007               |  | 2006             
|Sumitomo Electric Industries                                                    | 39%                |  | 23%              
|Marconi Corporation Plc *                                                       | 19%                |  | 31%              
|Lucent                                                                          | 18%                |  | 12%              
|NEC                                                                             | 12%                |  | 17%              
|                                                                                |                    |  |                  
|_______________                                                                 |                    |  |                  
|*  Acquired by Ericsson in January 2006. Indirect revenues through distributor.

Revenues from Japan, which have been largely attributable to our DSL products, were $5.8 million and $14.1 million
for the three and nine months ended September 30, 2007 respectively, as compared to $6.9 million and $29.5 million for the three and nine
months ended September 30, 2006, respectively. We anticipate DSL revenues from Japan to decrease in the coming quarter.

Gross Profit. Gross profit represents net revenues less the cost of revenues. Gross profit decreased
to $6.3 million for the three months ended September 30, 2007 as compared to $8.3 million for the three months ended September 30, 2006.
Gross profit decreased to $17.3 million in the nine months ended September 30, 2007 as compared to $29.4 million in the nine months ended
September 30, 2006. The $2.0 million decrease in gross profit for the three months ended September 30, 2007 was primarily attributable to
lower revenue from our DSL line of business, partially offset by a lower write-down of excess inventory of $128,000, compared to a write
down of $1.2 million in the comparable period in 2006.

Additionally, $821,000 of our gross profit, and 8% of our gross margin, in the three months ended September 30,
2007 resulted from the unexpected sale of previously written-down inventory compared to $277,000 of such sales in the three months ended
September 30, 2006. We anticipate a benefit of a lesser magnitude to our gross profit in the fourth quarter of 2007 due to currently anticipated
continued sales of previously written-down inventory, partially offset by the lower margins associated with the proportionally increased
revenues associated with the optical line of business.

The $12.1 million decrease in gross profit for the nine months ended September 30, 2007 was primarily attributable to
lower revenue across all of our lines of business including DSL, VoIP and Optical revenues, partially offset by a lower write-down of excess
inventory of $457,000 in the nine months ended September 30, 2007, compared to a $2.9 million write-down in the comparable period in
2006. Additionally, $1.1 million of our gross profit, and 4% of our gross margin, in the nine months ended September 30, 2007 resulted from
the unexpected sale of previously written down inventory compared to $306,000 of such sales in the nine months ended September 30,

26

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2006. The gross margin was 62% and 57% for the three and nine month periods ended September 30, 2007, respectively, as compared to 51%
and 54% in the respective periods of 2006. Our future gross profit margins may be further affected by pricing pressures from our customers
and competitors, fluctuations in unit volume, fluctuation in silicon wafer costs, changes in the costs charged by our assembly and test
subcontractors, changes in product mix and write down of or benefit from unexpected sales of excess or obsolete inventory, among other
factors.

Research and Development Expenses. Research and development expenses increased by 14% to
$8.1 million for the three months ended September 30, 2007 as compared to $7.1 million for the three months ended September 30, 2006.
The $1.0 million increase consisted of $0.5 million in increased consulting expense, $0.5 million in increased engineering design tool
expense, $0.1 million in increased employee compensation and related expenses and $0.1 million in decreased allocations to manufacturing,
partially offset by decreases of $0.1 million in new product development expenses and $0.1 million in stock-based compensation related to
SFAS 123(R).

Research and development expenses increased by 9% to $22.2 million for the nine months ended September 30,
2007 as compared to $20.2 million for the nine months ended September 30, 2006. The $2.0 million increase was primarily due to a $1.2
million increase in engineering design tools expense associated with new product development, $0.7 million increase in consulting expense,
$0.3 million decrease in subsidy from the French government, $0.1 million increase in travel expense, and $0.2 million decrease in allocations
to manufacturing, partially offset by decreases of $0.3 million in stock-based compensation related to SFAS 123(R) and $0.2 million in
employee compensation and related expenses.

We expect research and development expenses to be lower in the fourth quarter of 2007 compared to the third
quarter of 2007 as we anticipate decreased expenses in tapeout, engineering evaluation board and preproduction expenses.

We hold 38 U.S. patents and 7 foreign patents, and we maintain an active program of filing for and acquiring
additional U.S. and foreign patents in the broadband communications field.

Selling, General and Administrative Expenses. Selling, general and administrative expenses
decreased by 18% to $3.9 million for the three months ended September 30, 2007 as compared to $4.7 million for the three months ended
September 30, 2006. The $0.8 million decrease was primarily due to $0.2 million in decreased employee compensation and related
expenses, $0.2 million in decreased auditing fees, $0.2 million in lower stock-based compensation expense, $0.1 million in lower
commissions expense, and $0.1 million in decreased legal expenses.

Selling, general and administrative expenses decreased by 11% to $14.0 million for the nine months ended
September 30, 2007 as compared to $15.8 million for the nine months ended September 30, 2006. The $1.8 million decrease was primarily
due to $1.2 million in decreased employee compensation and related expenses, $0.6 million in lower stock-based compensation expense,
$0.5 million in lower commission expense, $0.2 in decreased outside service expense and $0.1 million in lower travel expenses partially
offset by a $0.4 million increase in legal expenses, $0.3 million increase in surplus space reserve and $0.1 million increase in consulting
expense.

We expect that selling, general and administrative expenses in the fourth quarter of 2007 will be slightly higher in
absolute dollars and as a percentage of revenues compared to the third quarter of 2007. Our overall selling, general and administrative
expenses may increase further in the future, and there can be no assurance that we will develop and sustain a cost structure that will lead to
profitability under the current and expected revenue levels.

Loss on Settlement. In December 2005, Accton Technology Corporation, or Accton, filed a suit
against us in California Superior Court for the county of Alameda alleging a variety of claims, including breach of contract, breach of express
warranty, and fraud and concealment in connection with certain products Accton purchased in 2002 and 2003. The complaint sought
monetary damages against us. We disputed each of these claims. The parties settled the dispute on July 12, 2007 for $2.5 million. In
accordance with FAS 5, we had determined that the loss was both probable and reasonably estimable and thereby we accrued and
expensed the total amount of settlement in the quarter ended June 30, 2007.

Interest Income, Net. Interest income, net, was $538,000 for the three months ended September 30,
2007 as compared to $776,000 for the three months ended September 30, 2006, and was $1.9 million for the nine months

27

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ended September 30, 2007 as compared to $2.1 million for the nine months ended September 30, 2006. A decrease in cash available for investment resulted in
lower interest income for the three and nine months ended September 30, 2007 as compared to the comparable periods ended September
30, 2006.

Provision for Income Taxes. Income tax expense was $49,000 and $451,000 for the three and nine
months ended September 30, 2007 respectively, as compared to $50,000 and $146,000 for the three and nine months ended September 30,
2006. The provisions for income taxes relate to current taxes payable for income generated by Centillium subsidiaries located in foreign
jurisdictions. Income tax expense differs from the expected benefit that was derived by applying the applicable U.S. federal statutory rate to
the loss from operations primarily due to losses that are not currently available for tax benefit. Due to our loss position, a full valuation
allowance has been established against our deferred tax assets, consisting primarily of net operating loss carry-forwards.

Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board, or FASB, issued Statement of
Financial Accounting Standards No. SFAS 157, "Fair Value Measurements," or SFAS 157. SFAS 157 defines fair value,
establishes a framework for measuring fair value under generally accepted accounting principles, and expands disclosures about fair value
measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim
periods within those fiscal years. We are currently evaluating the impact, if any, the adoption of this statement could have on our financial
position, results of operations or cash flows.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and
Financial Liabilities - Including an Amendment of FASB Statement No. 115", or SFAS 159, which permits entities to choose
to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing
entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without
having to apply complex hedge accounting provisions. SFAS 159 is expected to expand the use of fair value measurements, which is
consistent with the FASB's long-term measurement objectives for accounting for financial instruments. We are currently evaluating the
impact, if any, that the adoption of SFAS 159 could have on our financial position, results of operations or cash flows.

Liquidity and Capital Resources

Our future capital requirements depend on many factors, some of which are outside of our control. As our quarterly
net revenues for the first, second and third quarters of 2007 were and net revenues for the fourth quarter are expected to be substantially
lower than our quarterly net revenues in the year ended December 31, 2006, our cash used in operations has increased significantly in 2007,
and we expect it to continue to increase, as compared to 2006. We believe that existing cash and investment securities and anticipated cash
flows from operations will be sufficient to support our current operating plan for the next twelve months. However, these cash flow and
operating results expectations are subject to numerous assumptions, many of which may not actually occur. If some or all of such
assumptions do not occur, our results may be substantially lower or different than expected, and our cash resources could be reduced faster
than currently anticipated. Such assumptions include, without limitation, assumptions that new product introductions will occur on a timely
basis and achieve market acceptance, that customer testing and service provider deployments occur as anticipated, that our customer base
will continue to grow, that we do not experience an adverse result in existing litigation or new legal proceedings, and that our industry's
competitive landscape will not change adversely. For more information about the risks relating to our business, please read carefully the
section of this report entitled "Risk Factors".

We expect to devote capital resources to continue our research and development efforts, to support our sales and
marketing, and to fund general corporate activities. We may also consider making strategic investments in complementary products or
technologies, which could require further cash expenditures. We are also devoting  capital resources to defending litigation, and expect to
continue to incur litigation expenses for the foreseeable future. We expensed a $2.5 million loss in full settlement relating to the Accton matter
in the second quarter of 2007 and paid the settlement in the third quarter. Depending on the amount and timing of the resolutions of our
existing cases and any future legal proceedings against us, our cash flows could be materially adversely affected in one or more future
periods, and our financial condition could be severely impaired.

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If our existing resources and cash generated from operations are insufficient to satisfy our liquidity requirements, we
may seek to raise additional funds through public or private debt or equity financings. The sale of equity or debt securities could result in
additional dilution to our stockholders, could require us to pledge additional assets to secure the financing, or could impose additional
restrictive covenants on us. These additional securities could have rights senior to those of our common stock. We established a credit facility
with a financial institution in September 2007, which provides for commitments for up to $10.0 million of revolving loans or letters of credit. As
security for the line of credit, we granted the bank a security interest in all of our assets, except for the shares of certain foreign subsidiaries
and certain intellectual property rights. Further extensions of credit will be subject to various conditions, including the continued accuracy of
our representations to the bank and the absence of a material adverse change, which is defined to include a material impairment in the value
of the collateral or in the bank's prospects of repayment, since June 30, 2007. Due to these conditions, we cannot assure you that we will be
able to draw down further amounts under this agreement. We cannot be certain that additional financing will be available in amounts or on
terms acceptable to us, if at all. If we are unable to obtain additional financing, we may be required to reduce the scope of our planned
product development and sales and marketing efforts, which could harm our business, financial condition and operating results, or to sell
assets or otherwise restructure our business to remain viable.

Since our inception, we have financed our operations primarily through operating activities and the sale of equity
securities. As of September 30, 2007, we had drawn down $1.5 million from our line of credit with a financial institution. Further draws and
other extensions of credit under this loan agreement are subject to various conditions. The agreement includes affirmative and negative
covenants, including compliance with a "quick ratio" test and specified levels of tangible net worth, and restrictions on various
actions including the incurrence of further indebtedness, acquisitions, divestitures, mergers, changes in business, dividends and other
distributions to stockholders, and investments. We were in compliance with the loan covenants as of September 30, 2007.

At September 30, 2007, we had $41.7 million in cash, cash equivalents and short-term investments, which includes
$335,000 in restricted cash, and $1.5 million in short-term borrowing as compared to $55.4 million in cash, cash equivalents and short-term
investments at December 31, 2006.

Operating activities for the nine months ended September 30, 2007 used $14.8 million in cash primarily due to our
$20.0 million net loss adjusted for non-cash expenses of $1.6 million for stock-based compensation expense and $1.3 million for depreciation
and amortization, partially offset by cash provided of $2.3 million for net changes in assets and liabilities. The cash provided by net changes
in assets and liabilities was primarily due to decreases in accounts receivable of $1.9 million, decreases in inventories of $1.6 million and
increases of $0.4 million in accrued compensation and related expenses partially offset by increases of $0.8 million in other current assets,
$0.7 million in other assets and $0.1 million in accrued liabilities. The decrease in accounts receivable resulted from more linear shipments in
the quarter ended September 30, 2007 in comparison to the quarter ended December 31, 2006 leading to more timely collections in the nine
months ended September 30, 2007. The decrease in inventories was primarily attributable to our efforts to better manage our inventory level
and align our inventory purchases with the forecasted volume and product mix demand from our customers. The increase in accrued
compensation and related expense was due to timing of compensation payments and increased vacation earned but not taken by the
employees. The increases in other current assets and other assets was due to capitalization of intellectual property, partially offset by the
amortization of software design tools.

Net cash provided by investing activities was $5.6 million for the nine months ended September 30, 2007. Net cash
provided by investing activities related to maturities of available-for-sale securities of $50.5 million partially offset by purchases of available-
for-sale securities of $44.1 million and the purchase of $0.8 million of property and equipment.

Net cash provided by financing activities was $1.9 million for the nine months ended September 30, 2007, which
consisted of $1.5 million of borrowings under the $10.0 million line of credit and $0.4 million proceeds from issuance of common stock under
employee stock plans.

Our principal source of liquidity as of September 30, 2007 consisted of $41.7 million of unrestricted cash, cash
equivalents and short-term investments, which includes $335,000 in restricted cash, and the availability of cash from  the $10.0 million
revolving line of credit. We believe our cash, cash equivalents and investment securities will be

29

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sufficient to meet our anticipated cash needs
for working capital and capital expenditures for at least the next twelve months. The rate at which we will consume cash will be dependent on
the cash needs of future operations that will, in turn, be directly affected by various risks and uncertainties, including, but not limited to, the
levels of demand for our products, litigation outcomes and the other risks listed in the "Risk Factors" section of this report.

Significant contractual obligations and commercial commitments are shown in the table below (in thousands):

|                               | Payments Due by Period
|------------------------------ | ----------------------
|                               |                       
|                               | Total                 
|Short-term borrowings          | $        1,500        
|Operating leases  - facilities | 3,013                 
|License fees                   | 8,453                 
|Purchase obligations           | 5,075                 
|Total                          | $      18,041         

Off-Balance Sheet Arrangements

As of September 30, 2007, we did not have any significant off-balance-sheet arrangements, as defined in Item
303(a)(4)(ii) of SEC Regulation S-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

The primary objective of our investment activities is to preserve principal while concurrently
maximizing the income we receive from our investments without significantly increasing risk. Some of the securities that we may invest in
may be subject to market risk. This means that a change in prevailing interest rates may cause the principal amount of the investment to
fluctuate. For example, if we hold a security that was issued with a fixed interest rate at the then-prevailing rate and the prevailing interest rate
later rises, the current value of the principal amount of our investment will decline. To minimize this risk in the future, we intend to maintain
our portfolio of cash equivalents and short-term investments in a variety of securities, including commercial paper, money market funds,
government and non-government debt securities, with maturities of less than eighteen months. In general, money market funds are not
subject to market risk because the interest paid on such funds fluctuates with the prevailing interest rate. As of September 30, 2007, all of our
investments were in money market funds, certificate of deposits, high quality commercial paper and government and non-government debt
securities. A hypothetical 100 basis point increase in interest rates would result in a decrease of approximately $102,000 in the fair value of
our available-for-sale securities as of September 30, 2007.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures.

Changes in internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In August 2004, Fujitsu Limited filed a suit against Centillium and Centillium Japan K.K.
("Centillium Japan") in the Tokyo District Court alleging that Centillium and Centillium Japan infringe one Japanese patent jointly
owned by Fujitsu and Ricoh Co. Ltd. The complaint seeks significant monetary damages against Centillium and Centillium Japan. The suit is
in process and we do not believe it is feasible to predict or determine the outcome or resolution of this litigation with any certainty at this point.
We are continuing to defend ourselves against these claims vigorously. We have already incurred and are likely to continue to incur
substantial expenses in our defense against these claims. In the event of a determination adverse to us, we may incur substantial liability and
this could have a material adverse effect on our financial position, results of operations and cash flows.

In December 2005, Accton Technology Corporation, or Accton, filed a suit against Centillium Communications, Inc.
("Centillium") in the California Superior Court for the County of Alameda alleging a variety of claims, including breach of contract,
breach of express warranty, and fraud and concealment in connection with certain products Accton purchased in 2002 and 2003. The
complaint sought monetary damages against Centillium. Centillium disputed each of these claims. The parties settled the dispute on
July 12, 2007 for $2.5 million. In accordance with FAS 5, the Company had determined that the loss was both probable and reasonably
estimable and thereby the Company had accrued and expensed the total amount of settlement in the quarter ended June 30, 2007.

We are involved in other litigation and responding to claims arising in the ordinary course of business. We
intend to defend ourselves vigorously in these other matters, although management is unable to predict the outcome of these other matters.
In certain cases, management has accrued estimates of the amounts it expects to pay upon resolution of such matters and such amounts are
included in accrued liabilities. Should we not be able to secure the terms we expect, these estimates may change and will be recognized in
the period in which they are identified. Although the ultimate outcome of such inquiries is not presently determinable, management believes
that the resolution of these matters will not have a material adverse effect on our results of operations, but could have a material adverse
effect on our financial position or cash flows.

ITEM 1A. RISK FACTORS

Before deciding to purchase, hold or sell our common stock, you should carefully consider the risks described
below, in addition to the other cautionary statements and risks described elsewhere and the other information contained in this Report and in
our other filings with the SEC, including subsequent reports on Forms 10-Q and 8-K. The risks and uncertainties described below are not the
only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our
business. If any of these known or unknown risks or uncertainties actually occurs, our business, financial condition and results of operations
could be seriously harmed.

Risks Related to Our Business

We have a history of losses and expect to continue to experience losses.

We have not reported an operating profit for any year since our inception and experienced a net loss of $20.0 million
for the nine months ended September 30, 2007 and net losses of $10.7 million, $11.3 million and $43.1 million in 2006, 2005 and 2004,
respectively. Additionally, stock-based compensation expense required to be recorded in our financial statements by SFAS 123(R) since
January 1, 2006 has had and will continue to have a material adverse impact on our operating results.

Our success will depend in large part upon the adoption and utilization of our products and technology, as well as our
ability to effectively maintain existing relationships and develop new relationships with customers and strategic partners. If we do not succeed
in doing so, we may not achieve profitability. If we ever become profitable,

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we may not be able to maintain profitability. In particular, we intend
to expend significant financial and management resources on product development, sales and marketing, strategic relationships, technology
and operating infrastructure. This includes our focus on development of optical networking and VoIP products, given the continuing decline in
demand for our DSL products, but those development efforts have not resulted in significant revenues. Our operating expenses may increase
further in the future, and we cannot assure you that we will develop and sustain a cost structure that will lead to profitability under current and
expected revenue levels. Even if we decide to curtail further investment in our DSL business, any restructuring or disposition of our DSL
product lines would reduce our overall revenues and would lead to restructuring charges and other costs in the short term. As a result, we
expect to incur additional losses and continued negative cash flow from operations for the foreseeable future.

Because of our lack of diversity in geographic sources of revenues, the slowdown in deployment of
ADSL in Japan and other factors specific to Japan have negatively affected and will probably continue to adversely affect our
business and operating results.

Historically, our revenues have been largely dependent on the growth of new ADSL subscribers in Japan, but that
market has been declining significantly in recent periods. Revenues from Japan comprised 58% and 43% of our net revenues in the three
months ended September 30, 2007 and 2006, respectively. Revenues from Japan comprised 52%, 64% and 78% of our net revenues for
2006, 2005 and 2004, respectively. Revenues from Japan in 2006 as compared to 2005, which have been largely attributable to our ADSL
products, decreased by $15.6 million, or 32%. We believe that the number of new ADSL subscribers in Japan will generally continue to
decline in the remainder of 2007 and beyond, which will negatively affect our future revenues.

Because a substantial portion of our revenues has been derived from sales into Japan, our revenues have been
heavily dependent on developments in the Japanese market. Our sales in Japan have been historically denominated in U.S. dollars and
major fluctuations in currency exchange rates could materially affect our Japanese customers' demand, thereby causing them to reduce their
orders, which could adversely affect our operating results. While part of our strategy is to diversify the geographic sources of our revenues,
failure to further penetrate markets outside of Japan could harm our business and results of operations and subject us to increased currency
risk.

We derive a substantial majority of our revenues from ADSL products, which have experienced declining demand
in our principal geographic market, and our failure to diversify our sources of our revenues could harm our business and
operating results.

Historically, our revenues have been derived primarily from the sale of our ADSL products. ADSL revenues accounted
for 68%, 77%, 79% and 94% of our net revenues for the nine months ended September 30, 2007 and the years ended December 31, 2006,
2005 and 2004, respectively. Because of our dependence on ADSL products, we will be disproportionately affected by any decline in demand
for ADSL equipment that arises due to changes in telecommunications service providers' strategies or deployment budgets, increased
competition from other access technologies, or other factors. Demand for our ADSL products has generally declined in each of the last six
quarters. We also expect to face increasing pricing pressures in the ADSL markets outside of Japan. If we are unsuccessful in generating
meaningful sales of our ADSL products outside of Japan and our VDSL2, VoIP and FTTP products, we will not be able to achieve or sustain
profitability.

We may need to raise additional capital which might not be available or which, if available, could be on
terms adverse to our common stockholders.

We do not expect to generate cash from operations for the foreseeable future, and our cash, cash equivalents and
short-term investments balance declined from $55.4 million as of December 31, 2006 to $41.7 million as of September 30, 2007. If any of the
assumptions on which we have based our spending plans proves to be inaccurate, or if we encounter unexpected cash demands due to
adverse results in litigation or for other reasons, we may need to raise additional funds. We cannot be certain that additional financing will be
available in amounts or on terms acceptable to us, if at all. We recently established a $10.0 million credit facility, under which we had
borrowed $1.5 million as of September 30, 2007, but there are significant conditions on our ability to borrow further amounts under that
facility. We may also require additional capital for the acquisition of businesses, products and technologies that are complementary to ours. If
we issue equity securities, the ownership percentage of our stockholders would be

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reduced, and the new equity securities may have rights,
preferences or privileges senior to those existing holders of our common stock. Our existing credit facility restricts our ability to sell assets,
merge, incur additional indebtedness, make investments, pay dividends and distributions, or take other actions without the consent of the
bank. The facility also requires us to comply with a "quick ratio" test and maintain specified levels of tangible net worth. The terms
of any new debt or equity financing may also include restrictive covenants that impair our business and financial flexibility. If we are unable to
obtain additional financing, we may not be able to develop or enhance our products, take advantage of future opportunities or respond to
competitive pressures or unanticipated requirements, which could seriously harm our business, operating results and financial condition and
could require us to sell assets or otherwise restructure our business to remain viable.

If we are unable to develop and introduce new products successfully and in a cost-effective and timely
manner or to achieve market acceptance of our new products, our operating results would be adversely affected.

Our future success is dependent upon our ability to develop new semiconductor products for existing and new
markets, introduce these products in a cost-effective and timely manner and have these products selected by leading equipment
manufacturers for design into their own new products. This is particularly important due to our expectation that demand for our principal ADSL
products will continue to decline in Japan, which has historically been our largest market. The development of new silicon products is highly
complex, and from time to time we have experienced delays in completing the development and introduction of new products and lower than
anticipated manufacturing yields in the early production of such products, as well as unanticipated failures of equipment manufacturers to
select our products. Our ability to develop and deliver new products successfully will depend on various factors, including our ability to:

- timely and accurately predict market requirements and evolving industry standards;
- successfully anticipate and develop new products;
- timely and accurately identify opportunities in new markets;
- timely complete and introduce new product designs;
- scale our operations in response to changes in demand for our products and services;
- license any desired third party technology or intellectual property rights;
- timely qualify and obtain industry interoperability certification of our products and the products of our customers
into which our products will be incorporated;
- obtain sufficient foundry capacity and packaging materials;
- achieve high manufacturing yields;
- shift our products to smaller geometry process technologies to achieve lower cost and higher levels of design
integration; and
- gain market acceptance of our products and our customers' products.

If we are not able to develop and introduce new products successfully and in a cost-effective and timely manner, we
may need to explore purchasing new products, which could give rise to substantial costs and disruption of our existing operations and sales
efforts. Moreover, if we are unsuccessful in introducing or acquiring new products, we may be unable to attract new customers or to retain our
existing customers, which would materially and adversely affect our results of operations. For example, we recently entered into an
agreement with a third party that gives us exclusive rights to an EPON chip that they developed, which we refer to as the ME250. A customer
has agreed to purchase this EPON chip for its FTTP system for approximately three years. However, our customer's FTTP system with this
EPON chip must obtain the anticipated market share of the principal telecommunications service provider

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business for us to significantly grow
our FTTP revenues in 2007 and beyond. We cannot predict whether this EPON chip, which we did not design, will contain unexpected
performance problems or whether we will encounter unexpected difficulties with the supply of this chip. There also can be no assurance that
our customer's FTTP system with this EPON chip will be validated by the targeted service provider and that even if it is, that this service
provider will purchase our customer's FTTP systems with the ME250 in the anticipated quantities, if at all.

In the first quarter of 2007, we also introduced our own next generation PON chip. It is in the process of being
validated by our customer. If it is validated, it will be the platform that we will market going forward with other customers. If we are not
successful with this PON chip, however, it could lead us to decide to scale down or exit our own optical product line. This could have a
materially adverse effect on our results of operations for 2007 and future periods and would impair our growth prospects, particularly given
the continuing declines in our legacy ADSL business. Even if we are successful in convincing a customer to accept our new FTTP PON
product, we may be required to incur further product development and support expenses, and do not expect to recognize any appreciable
revenues from this product until the second quarter of 2008 at the earliest. There can be no assurance that our PON chip will be validated or
will meet customer requirements now or in the future and that even if it does meet these requirements, that our customers will purchase this
product.

Because manufacturers of communications equipment may be reluctant to change their sources of
components, if we do not achieve design wins with such manufacturers, we may be unable to secure sales from them in the
future.

Once a manufacturer of communications equipment has designed a supplier's semiconductor into its products, the
manufacturer may be reluctant to change its source of semiconductors due to the significant costs associated with qualifying a new supplier.
Accordingly, our failure to achieve design wins, or our competitors' ability to achieve design wins, with equipment manufacturers, could create
barriers to future sales opportunities with these manufacturers.

We depend on a few customers, and if we lose any of them, our sales and operations will suffer.

We sell our products primarily to a small number of network equipment manufacturers. Four manufacturers accounted
for 88% and 83% of our net revenues for the three and nine months ended September 30, 2007, respectively. Specifically, Marconi (acquired
by Ericsson in January 2006) accounted for 27% and 16% of our net revenues for the nine months ended September 30, 2007 and for the
year ended December 31, 2006. Sumitomo accounted for 25%, 26%, 35% and 35% of our net revenues for the nine months ended
September 30, 2007 and for the years ended December 31, 2006, 2005 and 2004, respectively. NEC accounted for 18%, 23%, 26% and
42% of our net revenues for the nine months ended September 30, 2007 and for the years ended December 31, 2006, 2005 and 2004,
respectively. Lucent Technologies accounted for 13%, 12% and 13% of net revenues for the nine months ended September 30, 2007 and for
the years ended December 31, 2006 and 2005, respectively. No other customer accounted for 10% or more of our net revenues during the
nine months ended September 30, 2007 and during the years ended December 31, 2006, 2005 and 2004. We do not have contractual
volume commitments with these customers; instead, we sell our products to them on an order-by-order basis. Our ability to maintain
relationships with these large customers is essential to our operating results and financial condition. However, this dependence means that
we are especially susceptible to factors that affect their purchasing decisions that are, in many instances, outside of our direct control. These
factors include, among other things:

- the fact that many of our customers have pre-existing or concurrent relationships with our competitors that may
affect the customers' decision to purchase our products;
- the success of our largest OEM customers;
- competition for end customers' business from certain of our OEM customers, who develop their own
semiconductor solutions;
- our customers' budgeting processes and strategies; and
- the continued demand for our customers' systems products.

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As a result, we may not be able to maintain or increase sales to certain of our large customers for various reasons.
Our concentration of business and on-going relationships with our major customers may also deter other potential customers who compete
with these existing customers from buying our products. We expect to be dependent upon a relatively small number of large customers in
future periods, although the specific customers may vary from period to period. Sales of our newer VoIP and Optical products are currently
highly concentrated with only a few customers, which may lead to greater variability in our sales of those products depending on the actions
of even a single customer. If we are not successful in maintaining relationships with key customers and winning new customers, our business
and results of operations will suffer. Moreover, our customers are in most cases larger than us, and because our revenues are concentrated
among a relatively small number of customers, they tend to have greater bargaining power to demand lower prices and other terms and
conditions that may materially adversely affect our business, financial condition and results of operations. Among other things, our customers
are increasingly requiring us to agree to terms of sale that impose greater costs and risks on us than in the past.

Our quarterly operating results are volatile, which may cause our stock price to decline.

Our operating results have fluctuated from quarter to quarter based on a number of factors, many of which are outside
of our control. These factors include:

- the size, timing and shipment of orders, especially large orders from our largest customers;
- increasing operating expenses;
- difficulty forecasting customers' order levels, because they are susceptible to changes in customers' strategies,
budgets and success in selling their own systems;
- excess inventory resulting from the need to make purchasing decisions in advance of customer purchase orders
and from any deferred or canceled orders; ongoing pricing pressure; and limitations on our ability to further reduce fixed expenses to
correspond to declines in revenues.
- ongoing pricing pressure; and
- limitations on our ability to further reduce fixed expenses to correspond to declines in revenues.

We anticipate lower margins as products mature and as we experience aggressive competition, which could
adversely affect our profitability.

We expect the average selling prices of our products to decline as they mature. Historically, competition in the
semiconductor industry has driven down the average selling prices of products. If we price our products too high, our customers may use a
competitor's product or an in-house solution. To maintain profit margins, we must reduce our costs sufficiently to offset declines in average
selling prices, or successfully sell proportionately more new products with higher average selling prices. Yield or other production problems,
or shortages of supply may preclude us from lowering or maintaining current product costs.

We have also experienced more aggressive price competition from competitors in certain market segments in which
we are attempting to expand our business. These circumstances may make some of our products less competitive and we may be forced to
decrease our prices significantly to win a design. We may lose design opportunities or may experience overall declines in gross margins and
gross profits as a result of increased price competition.

We base orders for inventory on our forecasts of our customers' demand and if our forecasts are inaccurate, our financial condition,
results of operation and cash flows will suffer.

We place orders with our suppliers based on our forecasts of our customers' demand. Our forecasts are based on
multiple assumptions, each of which may introduce errors into our estimates. In the past, when the demand for our

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customers' products
increased significantly, we were not always able to meet demand on a timely basis, and we expended a significant amount of time working
with our customers to allocate limited supply and maintain positive customer relations. If we underestimate customer demand, we
may forego revenue opportunities, lose market share and damage our customer relationships. Conversely, if we overestimate
customer demand, we may allocate resources to manufacturing products that we may not be able to sell when we expect to or at
all. As a result, we would have excess or obsolete inventory, resulting in a decline in the value of our inventory, which would increase our cost
of revenues and create a drain on our liquidity. For example, we recorded write-downs of $2.6 million of excess inventory in 2006 due to a
substantial decrease in customer forecasted customer purchases. We recorded write-downs of $457,000 in the nine months ended
September 30, 2007. Our failure to accurately manage inventory against demand would adversely affect our financial results.

Our markets are highly competitive and many of our competitors are established and have greater
resources than we have.

The market for communications semiconductor and software solutions is intensely competitive. Given our stage of
development, there is a substantial risk that we will not have the financial resources, technical expertise or marketing and support capabilities
to compete successfully. In addition, a number of other semiconductor companies have entered or may enter the market segments adjacent
to or addressed by our products. These competitors may have longer operating histories, greater name recognition, larger installed customer
bases and significantly greater financial, technical and marketing resources than we have. We also face competition from customers' or
prospective customers' own internal development efforts. Any of these competitors may be able to introduce new technologies, respond more
quickly to changing customer requirements or devote greater resources to the development, promotion and sale of their products than we
can.

Third-party claims regarding intellectual property matters could cause us to stop selling our products, pay
monetary damages or obtain licenses on adverse terms.

There is a significant risk that third parties, including current and potential competitors, will claim that our products, or
our customers' products, infringe on their intellectual property rights. From time to time, third parties have asserted, and may in the future
assert, patent, copyright, trademark or other intellectual property rights to technologies that are important to our business and have
demanded or in the future may demand that we license their patents and technology. Any such litigation, whether or not determined in our
favor or settled by us, would be costly and divert the attention of our management and technical personnel. Inquiries with respect to the
coverage of our intellectual property could develop into litigation. In such a litigation, a court could issue a preliminary injunction that would
require us to withdraw or recall certain products. Moreover, we cannot assure you that we would prevail in litigation given the complex
technical issues and inherent uncertainties in intellectual property litigation. In the event of an adverse ruling for an intellectual property
infringement claim, we could be required to obtain a license or pay substantial damages (including treble damages) or have the sale of our
products stopped by a permanent injunction. Such a license may not be available on reasonable terms, or at all. We may be unable to
redesign our products to avoid infringing the third party's intellectual property rights. Even if we are able to do so, the redesign would likely
require considerable time and expense, and the redesigned products could be less attractive to customers. In addition, if a current or
prospective customer of our products cannot acquire a required license on commercially reasonable terms, that customer may choose not to
use our products.

We also have obligations to indemnify our customers under some circumstances for infringement of third-party
intellectual property rights. We have also received requests from certain customers to include increasingly broad indemnification provisions in
our agreements with them. These indemnification provisions may, in some circumstances, result in liability for combinations of components or
system level designs and consequential damages and/or lost profits and the associated costs to us could be substantial. Even if
indemnification claims against us are not valid or successfully asserted, responding to them could entail significant costs, impair customer
goodwill, and divert the attention of management and other key employees. Any third-party intellectual property claim against one of our
customers whom we may be obligated to indemnify could result in substantial costs to us, as well as damaging our customer
relationships.

In August 2004, Fujitsu Limited filed a suit against Centillium and Centillium Japan K.K (Centillium Japan) in the
Tokyo District Court alleging that Centillium and Centillium Japan infringe one Japanese patent jointly owned

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by Fujitsu and Ricoh Co., Ltd.
The complaint seeks significant monetary damages against Centillium and Centillium Japan. The suit is in process and we do not believe it is
possible to predict or determine the outcome or resolution of this litigation with any certainty at this point. We have already incurred and are
likely to continue to incur substantial expenses in our defense against these claims. In the event of a determination adverse to us, we may
incur substantial liability, which could have a material adverse effect on our financial position, results of operations and cash flows.

We operate in the highly cyclical semiconductor industry, which is subject to significant downturns.

The semiconductor industry is highly cyclical and is characterized by constant and rapid technological change, rapid
product obsolescence and price erosion, evolving technical standards, short product life cycles and wide fluctuations in product supply and
demand. From time to time these and other factors, together with changes in general economic conditions, cause significant upturns and
downturns in the industry, and in our business in particular. Periods of industry downturns have been characterized by diminished product
demand, production overcapacity, high inventory levels and accelerated erosion of average selling prices. The semiconductor industry also
periodically experiences increased demand and production capacity constraints, which may affect our ability to ship product compared to our
competitors and result in deteriorating market share. These factors have caused substantial fluctuations in our revenues and results of
operations. We have experienced these cyclical fluctuations in our businesses in the past and we may experience cyclical fluctuations in the
future.

Recent changes to environmental laws and regulations applicable to manufacturers of electrical and electronic
equipment are causing us to redesign our products, and may result in increases to our costs and greater exposure to liability.

The implementation of new environmental regulatory legal requirements, such as lead free initiatives, could
impact our product designs and manufacturing processes. The impact of such regulations on our product designs and manufacturing
processes could affect the timing of compliant product introductions as well as their commercial success. For example, a recent directive in
the European Union has banned the use of lead and other heavy metals in electrical and electronic equipment since July 1, 2006. As a result,
our customers selling products in Europe have been demanding product from component manufacturers that do not contain these banned
substances. We have redesigned our products to meet customer demands, but these redesigns may result in increased manufacturing and
quality control costs. In addition, the products that we manufacture that comply with the new regulatory standards may not perform as well as
our current products. Moreover, if we are unable to successfully and timely introduce new products that meet the standards set by
environmental regulation and our customers, sales of our products could decline, which could materially adversely affect our business,
financial condition and results of operations.

We depend on sole or limited source suppliers for the manufacture of our products.

As a fabless semiconductor company that neither owns nor operates a fabrication or manufacturing facility, we are
heavily dependent on certain suppliers. We obtain certain parts, components and packaging used in the delivery of our products from sole or
limited sources of supply. For example, we obtain certain semiconductor wafers on a sole source basis from Taiwan Semiconductor
Manufacturing Co., Ltd and Semiconductor Manufacturing International Corporation. We will also be entirely dependent on a single third party
for the supply of the ME250 EPON chip for our optical business targeting the principal telecommunications service provider in Japan.
Developing and maintaining these strategic relationships with our vendors is critical for us to be successful. Any of our sole or limited source
suppliers may:

- experience delays in meeting our customer demand on a timely basis, or at all;
- enter into exclusive arrangements with our competitors or compete with us through their own development
efforts;
- stop selling their products or components to us at commercially reasonable prices;
- refuse to sell their products or components to us at any price; or

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- be subject to production disruptions caused by factors such as power outages, labor problems, earthquakes and
financial difficulties.

Our business is susceptible to disruption, and our results of operations can be adversely affected, by any
disruption in supply or other adverse developments in our relationships with vendors. In periods of high demand in the semiconductor market,
our suppliers may have insufficient capacity to enable us to meet our customers' delivery requirements on a timely basis. In addition, we
could experience similar delays due to technical and quality control problems at our suppliers' facilities. If any of these events occur, or if our
suppliers' facilities suffer any damage or disruption, we may not be able to meet our customer demand on a timely basis, or at all, and may
need to quickly and successfully qualify an alternative supplier in order to not disrupt our business. We typically require a significant period of
time to qualify a new supplier or process before we can begin shipping products. If we cannot accomplish this qualification in a timely manner,
we would experience a significant interruption in supply of the affected products. If we are unable to secure sufficient capacity at our
suppliers' existing facilities, or in the event of a closure or significant delay at any of these facilities, our relationships with our customers
would be harmed and our market share and operating results would suffer as a result.

If the demand for DSL, VoIP and FTTP broadband access services does not increase, we may not be
able to generate substantial sales.

Sales of our products depend on the increased use and widespread adoption of broadband access services,
especially DSL, VoIP and FTTP, and the ability of telecommunications service providers to market and sell broadband access services. Our
business would be harmed, and our financial condition and results of operations would be adversely affected, if the use of broadband access
services, and in particular the VoIP and FTTP services on which our future growth prospects are substantially dependent, does not increase
as anticipated. Certain critical factors will likely continue to affect the development of the broadband access service market. These factors
include:

- inconsistent quality and reliability of service;
- lack of availability of cost-effective, high-speed service;
- lack of interoperability among multiple vendors' network equipment;
- congestion in service providers' networks;
- inadequate security; and
- slow deployment of new broadband services over DSL lines.

In addition, our FTTP PON products, including the ME250 chip which we recently licensed on an exclusive basis from
a third party, are based on a variant of passive optical networking technology that is currently utilized by only a few service providers in Japan
and Asia. Accordingly, even if service providers deploy FTTP more widely in the future, demand for our products may not increase to a
commensurate extent or at all.

Rapid changes in the market for broadband access chip sets may render our chip sets obsolete or
unmarketable.

The market for our products is characterized by:

- intense competition;
- rapid technological change;
- frequent new product introductions by our competitors;
- changes in customer demands; and

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- evolving industry standards.

Any of these factors could make our products obsolete or unmarketable. In addition, the life cycles of some of our
products may depend upon the life cycles of the end products into which our products will be designed. Products with short life cycles require
us to closely manage production and inventory levels. Unanticipated changes in the estimated total demand for our products and/or the
estimated life cycles of the end products into which our products are designed may result in obsolete or excess inventories, which in turn may
adversely affect our operating results. To compete, we must innovate and introduce new products. If we fail to successfully introduce new
products on a timely and cost-effective basis that meet customer requirements and are compatible with evolving industry standards, then our
business, financial condition and results of operations will be seriously harmed.

Because the sales cycle for our products typically lasts up to one year or longer, and may be subject to delays, it
is difficult to forecast sales for any given period.

The sales cycle of our products is lengthy and typically involves a detailed initial technical evaluation of our products
by our prospective customers, followed by the design, construction and testing of prototypes incorporating our products. Our customers'
evaluation can include lengthy product approval processes. In the past, we have experienced delays and difficulties in obtaining product
approvals from some customers. Only after evaluation, approval and prototyping are complete will we receive a purchase order from a
customer for volume shipments. This process generally takes from 9 to 12 months, and may last longer. Additionally, this cycle may be as
long as 18 to 24 months for certain VoIP products. Given this lengthy sales cycle, it is difficult to accurately predict when sales to a particular
customer will occur. In addition, we may experience unexpected delays in orders from customers, which may prevent us from realizing
forecasted sales for a particular period and in turn adversely impact our stock price. Our products are typically sold to equipment
manufacturers, who incorporate our products in the products that they in turn sell to consumers or to network service providers. As a result,
any delay by our customers, or by our customers' customers, in the manufacture or distribution of their products will result in a delay in
obtaining orders for our products, which could cause our business and results to suffer.

Other broadband technologies may compete effectively with DSL services or other services addressed
by our products, and a slowdown in deployment of ADSL services, the lack of significant growth in non-DSL markets that we are
targeting and our lack of success in penetrating such markets would adversely affect our business and operating results.

Our revenues are heavily dependent on the demand for DSL services. DSL services are competing with several
different broadband data transmission technologies, including cable modems, satellite and other wireless technologies. Competition from
other broadband access technologies, such as broadband over power lines, is expected in the future. In Japan, which has historically been
the principal source of our revenues, ADSL subscription rates are expected to continue to decline due to competition from other broadband
access technologies. While a significant element of our strategy is to diversify our product markets beyond DSL into FTTP and VoIP, we have
experienced difficulties in penetrating those markets. If any technology that is competing with the technologies that we offer is more reliable,
faster and/or less expensive or has any other advantages over the technologies for which we have products, then the demand for our
products may decrease. The lack of significant growth in those markets we are targeting in general and the lack of success of our products in
particular would also adversely affect our business, financial condition and results of operations.

Because our products are components of other equipment, if broadband equipment manufacturers do not
incorporate our products in their equipment, or if the equipment incorporating our products are not successful, we may not be able
to generate sales of our products in volume quantities.

Our products are not sold directly to the end-user; they are components of other products. As a result, we rely upon
equipment manufacturers to design our products into their equipment. We further rely on the successful manufacturing and deployment of the
equipment, which we cannot control. Our customers are typically not obligated to purchase our products and can choose at any time to stop
using our products if their own products are not commercially successful or for any other reason. If equipment that incorporates our products
is not accepted in the marketplace, our revenues will be materially impaired.

39

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We are subject to order and shipment uncertainties, and any significant order cancellations or deferrals
could adversely affect our business.

We typically sell products pursuant to purchase orders that customers cannot generally cancel or defer on short
notice. Increasingly, customers have been requesting to cancel or postpone orders on short notice and at times, we have accommodated
such requests. Any significant cancellations or deferrals in the future could materially and adversely affect our business, results of operations
and financial condition. In addition, cancellations or deferrals of product orders, the return of previously sold products or the overproduction of
products due to the failure of anticipated orders to materialize could cause us to hold excess or obsolete inventory, which could reduce our
profit margins, increase product obsolescence and restrict our ability to fund our operations. Furthermore, we generally recognize revenues
upon shipment of products to a customer. If a customer refuses to accept shipped products, we could incur significant charges against our
revenues.

We derive a substantial amount of our revenues from international sources, and difficulties associated
with international operations could harm our business.

A substantial portion of our revenues has been derived from customers located outside of the United States.
Customers located in Asia accounted for 55%, 70%, 74% and 86% of our net revenues for the nine months ended September 30, 2007 and
the years ended December 31, 2006, 2005 and 2004, respectively. Customers located in Europe accounted for 31%, 17%, 7% and 1% of our
net revenues for the nine months ended September 30, 2007 and the years ended December 31, 2006, 2005 and 2004, respectively. We
may be unable to successfully overcome the difficulties associated with international operations. These difficulties include:

- exposure to different legal standards, particularly with respect to intellectual property;
- natural disasters and public health emergencies;
- nationalization of business and blocking of cash flows;
- trade and travel restrictions;
- the imposition of governmental controls and restrictions;
- burdens of complying with a variety of foreign laws, such as environmental directive and regulations governing
the content of semiconductor products;
- import and export license requirements and restrictions of the United States and each other country in which we
operate;
- unexpected changes in regulatory requirements;
- foreign technical standards;
- changes in taxation and tariffs;
- difficulties in staffing and managing international operations;
- foreign currency exchange rates;
- political, social and economic instability;
- difficulties in collecting receivables from foreign entities or delayed revenue recognition; and
- potentially adverse tax consequences.

Any of the factors described above may have a material adverse effect on our ability to increase or maintain our

40

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foreign sales.

Because sales of our products are denominated exclusively in United States dollars, increases in the value of the
United States dollar relative to a particular foreign currency could make our products more expensive to customers in that country, leading to
a reduction in sales and profitability.

We are exposed to increased costs and risks associated with complying with increasing and new regulation
of corporate governance and disclosure standards.

Management continues to spend time and internal and external resources to comply with changing laws, regulations
and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, new SEC regulations and
NASDAQ Stock Market rules. In particular, our management, including our CEO and CFO, does not expect that our internal control over
financial reporting will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only
reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the
fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent
limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if
any, involving Centillium have been, or will be, detected. These inherent limitations include the realities that judgments in decision making can
be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of
some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based
in part on certain assumptions about the likelihood of future events, and we cannot assure you that any design will succeed in achieving its
stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or
deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.

Although our management determined, and our independent registered public accounting firm attested, that our
internal control over financial reporting was effective as of December 31, 2006, we cannot assure you that we or our independent registered
public accounting firm will not identify a material weakness in our internal control in the future. A material weakness in our internal control
over financial reporting would require management and our independent registered public accounting firm to evaluate our internal control as
ineffective. If our internal control over financial reporting is not considered effective, we may experience a loss of public confidence, which
could have an adverse effect on our business and our stock price.

Additional slowdowns in spending in the telecommunications industry have affected and may continue to
negatively affect our business and operating results.

The worldwide telecommunications industry, including the broadband communications segment, has experienced
pronounced economic downturns that result in delays in the build-out of new infrastructure, lower equipment production volumes, and
reductions in component inventory levels. Any such downturn could result in lower than expected demand for our products, excess
inventories and intensified pricing pressures, which could have a material adverse effect on our revenues and results of operations generally,
and could cause the market price of our common stock to decline. Specifically, during the most recent downturn in the telecommunications
industry, we experienced:

- reduced demand for our products;
- increased price competition for our products;
- increased risk of excess and obsolete inventories; and
- higher research and development and general and administrative costs, as a percentage of revenues.

Recent geopolitical and social turmoil in many parts of the world, including actual incidents and potential future acts of
terrorism and war, may continue to put pressure on global economic conditions. These geopolitical and social

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conditions, together with the
resulting economic uncertainties, make it extremely difficult for us, our customers and our vendors to accurately forecast and plan future
business activities. This reduced predictability challenges our ability to operate profitably or to increase revenues. In particular, it is difficult to
develop and implement strategies to create sustainable business models and efficient operations, and to effectively manage outsourced
relationships for services such as contract manufacturing and information technology. If the current uncertain economic conditions continue or
deteriorate, there could be additional material adverse impact on our financial position, revenues, results of operations, and cash flows.

We have incurred, and expect to continue to incur, increased costs as a result of being a public company.

Laws and regulations affecting U.S. public companies, including the provisions of the Sarbanes-Oxley Act of
2002, or Sarbanes-Oxley, and rules enacted by the SEC and the Nasdaq Stock Market, have resulted in substantially increased costs
to us. In particular, the costs to comply with Section 404 of Sarbanes-Oxley, as presently in effect, has and could continue to have an
adverse effect on our results of operations. The impact of these events could also make it more difficult for us to attract and retain
qualified persons to serve on our board of directors, on committees of our board of directors, or as executive officers.

We may be unable to attract, retain and motivate qualified personnel, which could seriously harm our
business.

Our future success depends on our ability to attract, retain and motivate qualified personnel, including executive
officers and other key management and technical personnel. As the source of our technological and product innovations, our key technical
personnel represent a significant asset. The competition for such personnel can be intense in the semiconductor industry. We do not have
employment agreements with these executives, or any other key employees, that govern the length of their service. We have had, and may
continue to have, particular difficulty attracting and retaining key personnel during periods of poor operating performance. The loss of the
services of certain key senior management or technical personnel, or our inability to attract, retain and motivate qualified personnel, could
materially and adversely affect our business, financial condition and results of operations.

Future consolidation in the telecommunications and telecommunications equipment industry may increase
competition that could harm our business.

The markets in which we compete are characterized by increasing consolidation both within the telecommunications
equipment sector and by companies combining or acquiring data communications assets and assets for delivering voice-related services. We
cannot predict how industry consolidation will affect our competitors or customers. We may not be able to compete successfully in an
increasingly consolidated industry. Increased competition and consolidation in our industry may require that we reduce the prices of our
products or result in a loss of market share, which could materially adversely affect our business, financial condition and results of operations.
Additionally, because we are now, and may in the future be, dependent on certain strategic relationships with third parties in our industry, any
additional consolidation involving these parties could reduce the demand for our products and otherwise harm our business prospects.

If we deliver products with defects, our credibility will be harmed, and the sales and market acceptance
of our products will decrease.

Our products are complex and have contained errors, defects and bugs when introduced and revised. In the future we
may experience further errors, defects and bugs. In the past, we have experienced, and may in the future experience, defects and
bugs in our products. If we deliver products with errors, defects or bugs or products that have reliability, quality or compatibility problems, our
credibility and the market acceptance and sales of our products could be harmed, which could adversely affect our ability to retain existing
customers or attract new customers. Further, if our products contain errors, defects and bugs, then we may be required to expend significant
capital and resources to alleviate such problems and may have our sales to customers interrupted or delayed. If any of these problems are
not found until we have commenced commercial production, we may be required to incur additional development costs and product repair or
replacement costs. Defects could also lead to potential liability as a result of product liability lawsuits against us or against our customers. We
have agreed to indemnify some of our customers in some circumstances against liability from defects in our products. A successful product liability claim

42

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could seriously harm our business, financial condition and results of operations, and may divert our technical and other
resources from other development efforts.

We may experience difficulties in transitioning to smaller geometry process technologies or in achieving
higher levels of design integration and that may result in reduced manufacturing yields, delays in product deliveries and
increased expenses.

In order to remain competitive, we expect to continue to transition our products to increasingly smaller line width
geometries. This transition will require us to modify the manufacturing processes for our products and redesign some products. We
periodically evaluate the benefits, on a product-by-product basis, of migrating to smaller geometry process technologies to reduce our costs,
and we have designed some of our products to be manufactured in .35 micron, .25 micron, .18 micron and .13 micron geometry
processes.

In the past, we have experienced some difficulties in shifting to smaller geometry process technologies or new
manufacturing processes, which resulted in reduced manufacturing yields, delays in product deliveries and increased expenses. We may
face similar difficulties, delays and expenses as we continue to transition our products to smaller geometry processes. We are dependent on
our relationships with our foundries to transition to smaller geometry processes successfully. We cannot assure you that our foundries will be
able to effectively manage the transition or that we will be able to maintain our foundry relationships. If our foundries or we experience
significant delays in this transition or fail to efficiently implement this transition, our business, financial condition and results of operations
could be materially and adversely affected. As smaller geometry processes become more prevalent, we expect to continue to integrate
greater levels of functionality, as well as customer and third party intellectual property, into our products. However, we may not be able to
achieve higher levels of design integration or deliver new integrated products on a timely basis, or at all.

Our future success will depend in part on our ability to protect our proprietary
rights and the technologies used in our principal products, and if we do not enforce and protect our intellectual property, our
business will be harmed.

We rely on a combination of patent, copyright and trademark laws, trade secrets,
confidentiality agreements and other contractual provisions to protect our proprietary rights. However, these measures afford only limited
protection. Our failure to adequately protect our proprietary rights may adversely affect us. Despite our efforts to protect our proprietary rights,
unauthorized parties may attempt to copy aspects of our products or to obtain and use trade secrets or other information that we regard as
proprietary.

The laws of some foreign countries do not protect our proprietary rights to the same extent
as the laws of the United States, and many U.S. companies have encountered substantial infringement problems in these countries. There is
a risk that our efforts to protect proprietary rights may not be adequate. For example, our competitors may independently develop similar
technology, duplicate our products or design around our patents or our other intellectual property rights. If we fail to adequately protect our
intellectual property or if the laws of a foreign jurisdiction do not effectively permit such protection, it would be easier for our competitors to sell
competing products.

We may acquire other businesses that could harm our operating results, dilute our stockholders' ownership, increase our debt or
cause us to incur significant expense.

As part of our business strategy, we may pursue acquisitions of or investments in complementary businesses and
assets. If we make any acquisitions, we may not be able to integrate them successfully into our existing business, and we could assume
unknown or contingent liabilities. Any future acquisitions by us also could result in significant write-offs or the incurrence of debt and
contingent liabilities, any of which could harm our operating results. Integration of an acquired company also may require management
resources that otherwise would be available for ongoing development of our existing business. We may not identify or complete these
transactions in a timely manner, on a cost-effective basis, or at all, and we may not realize the anticipated benefits of any acquisition,
investment, technology license, strategic alliance or joint venture.

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To finance any acquisitions, we may choose to issue shares of our common stock as consideration, which would
dilute the ownership of our stockholders. However, if the price of our common stock is low or volatile, we may not be able to acquire other
companies for stock. Alternatively, it may be necessary for us to raise additional funds for acquisitions or through public or private financings.
Additional funds may not be available on terms that are favorable to us, or at all.

Risks Related to Our Common Stock

Our stock price may continue to be volatile.

The market price of our common stock has been volatile. Since January 1, 2002 our common stock has traded at
prices as low as $1.08 and as high as $14.58 per share. Trading prices during the nine months ended September 30, 2007 have ranged from
$1.41 to $2.28 per share. The price of our common stock will likely continue to fluctuate significantly in response to the following factors,
some of which are beyond our control:

- variations in our quarterly operating results;
- changes in financial estimates of our revenues and operating results by securities analysts;
- changes in market valuations of integrated circuit companies;
- announcements by us, our competitors or others in related market segments of significant contracts,
acquisitions, strategic partnerships, joint ventures or capital commitments;
- loss or decrease in sales to a major customer or failure to complete significant transactions;
- loss or reduction in manufacturing capacity from one or more of our key suppliers;
- additions or departures of key personnel;
- future sales of our common stock;
- inconsistent or low levels of trading volume of our common stock;
- commencement of or involvement in litigation;
- adverse results in legal proceedings;
- announcements by us or our competitors of key design wins and product introductions;
- a decrease in the average selling price of our products;
- ability to achieve cost reductions; and
- fluctuations in the timing and amount of customer requests for product shipments.

Class action litigation due to stock price volatility or other factors could cause us to incur substantial costs
and divert our management's attention and resources.

In the past, securities class action litigation often has been brought against a company following periods of
volatility in the market price of its securities. Companies such as ours in the semiconductor industry and other technology industries are
particularly vulnerable to this kind of litigation due to the high volatility of their stock prices. We may in the future be the target of securities
litigation. Any securities litigation could result in substantial costs and could divert the attention and resources of our management.

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If securities or industry analysts do not publish research or reports about our business or if they issue an adverse
opinion regarding our stock, our stock price and trading volume could decline.

The trading market for our common stock is influenced by the research and reports that industry or securities
analysts publish about us or our business. If one or more of the analysts who cover us issue an adverse opinion regarding our stock, our
stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we
could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

Compliance with the requirements imposed by Section 404 of the Sarbanes-Oxley Act could harm our operating results, our
ability to operate our business and our investors' view of us.

If we fail to maintain the adequacy of our internal controls, as standards are modified, supplemented or
amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal
control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. There is a risk that neither we, nor our
independent registered public accounting firm, will be able to conclude that our internal controls over financial reporting are effective as
required by Section 404 of Sarbanes-Oxley. In addition, during the course of our testing we may identify deficiencies that we
may not be able to remediate in time to meet the deadline imposed by Sarbanes-Oxley for compliance with the requirements of
Section 404. Effective internal controls, particularly those related to revenue recognition, valuation of inventory and warranty provisions,
are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable
financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported
financial information, our ability to obtain additional financing could be impaired, our stock could be subject to delisting from NASDAQ, and
the trading price of our stock could drop significantly.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND
USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS

None

ITEM 5. OTHER INFORMATION

None

45

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ITEM 6. EXHIBITS

|3.1(1)   | Certificate of Incorporation of the Registrant                                                                                                                                                                                                        
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                                                                                                                       
|3.2(2)   | Certificate of Correction of Certificate of Incorporation of the Registrant                                                                                                                                                                           
|         |                                                                                                                                                                                                                                                       
|4.2(1)   | Bylaws of the Registrant                                                                                                                                                                                                                              
|         |                                                                                                                                                                                                                                                       
|10.58(3) | Loan and Security Agreement dated September 27, 2007 by and between Silicon Valley Bank and
Centillium Communications, Inc.*                                                                                                                          
|         |                                                                                                                                                                                                                                                       
|31.1     | Certification of the Chief Executive Officer Pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange
Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                     
|         |                                                                                                                                                                                                                                                       
|31.2     | Certification of the Chief Financial Officer Pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange
Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                     
|         |                                                                                                                                                                                                                                                       
|32.1     | Certification of the Chief Executive Officer of Centillium Communications, Inc., Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                            
|         |                                                                                                                                                                                                                                                       
|32.2     | Certification of the Chief Financial Officer of Centillium Communications, Inc., Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                            
|         |                                                                                                                                                                                                                                                       
|(1)      | Incorporated by reference to the Exhibits filed with the Registration Statement of Form S-1 (No. 333-30772),
declared effective by the Commission on May 23, 2000.                                                                                    
|         |                                                                                                                                                                                                                                                       
|(2)      | Incorporated by reference to the Exhibit of the same number filed with the Registrant's Report on Form 10-Q
filed with the Commission on November 8, 2006.                                                                                            
|         |                                                                                                                                                                                                                                                       
|(3)      | Incorporated by reference to the Exhibit of the same number filed with the Registrant's Current
Report on Form 8-K filed with the Commission on October 2, 2007.                                                                                      
|         |                                                                                                                                                                                                                                                       
|*        | Certain confidential information has been omitted from this exhibit and filed separately with the Securities and
Exchange Commission, accompanied by a request for confidential treatment pursuant to the Securities Exchange Act of 1934, as
amended.

46

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.



|                        | CENTILLIUM COMMUNICATIONS, INC. (Registrant)                                                                                          
|----------------------- | --------------------------------------------------------------------------------------------------------------------------------------
|Dated: November 8, 2007 | Linda C. Reddick 
                        Chief Financial Officer
                        (Principal Financial and Accounting Officer)

47

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Exhibit Index

|3.1(1)   | Certificate of Incorporation of the Registrant                                                                                                                                                                                                        
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                                                                                                                       
|3.2(2)   | Certificate of Correction of Certificate of Incorporation of the Registrant.                                                                                                                                                                          
|         |                                                                                                                                                                                                                                                       
|4.2(1)   | Bylaws of the Registrant                                                                                                                                                                                                                              
|         |                                                                                                                                                                                                                                                       
|10.58(3) | Loan and Security Agreement dated September 27, 2007 by and between Silicon Valley Bank and
Centillium Communications, Inc.*                                                                                                                          
|         |                                                                                                                                                                                                                                                       
|31.1     | Certification of the Chief Executive Officer Pursuant to Rules  13a-14 and 15d-14 under the
Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of  2002.
     PDF as a courtesy                            
|         |                                                                                                                                                                                                                                                       
|31.2     | Certification of the Chief Financial Officer Pursuant to Rules  13a-14 and 15d-14 under the
Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of  2002.
     PDF as a courtesy                            
|         |                                                                                                                                                                                                                                                       
|32.1     | Certification of the Chief Executive Officer of Centillium  Communications, Inc., Pursuant to 18
U.S.C. Section 1350, as  Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of  2002.
     PDF as a courtesy                                  
|         |                                                                                                                                                                                                                                                       
|32.2     | Certification of the Chief Financial Officer of Centillium  Communications, Inc., Pursuant to 18
U.S.C. Section 1350, as  Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of  2002.
     PDF as a courtesy                                  
|         |                                                                                                                                                                                                                                                       
|(1)      | Incorporated by reference to the Exhibits filed with the Registration Statement of Form S-1 (No. 333-30772),
declared effective by the Commission on May 23, 2000.                                                                                    
|         |                                                                                                                                                                                                                                                       
|(2)      | Incorporated by reference to the Exhibit of the same number filed with the Registrant's Report on Form 10-Q
filed with the Commission on November 8, 2006.                                                                                            
|         |                                                                                                                                                                                                                                                       
|(3)      | Incorporated by reference to the Exhibit of the same number filed with the Registrant's Current
Report on Form 8-K filed with the Commission on October 2, 2007.                                                                                      
|         |                                                                                                                                                                                                                                                       
|*        | Certain confidential information has been omitted from this exhibit and filed separately with the Securities and
Exchange Commission, accompanied by a request for confidential treatment pursuant to the Securities Exchange Act of 1934, as
amended.

47

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