##### Table of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



---

FORM 10-Q



---

(Mark one)

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

FOR THE QUARTERLY PERIOD ENDED JUNE 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 000-31029-40



---

MICROTUNE,
INC.

(Exact name of registrant as specified in its charter)



---



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 75-2883117                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

2201 10th Street

Plano, Texas 75074

(Address of principal executive office and zip code)

(972) 673-1600

(Registrants telephone number, including area code)



---

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

Indicate by check mark whether the registrant 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 filed ̈

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

As of July 20, 2007, there were approximately 53,715,025 shares of the registrants Common Stock, $0.001 par value per share outstanding.



---



---

##### Table of Contents

MICROTUNE, INC.

FORM 10-Q

June 30, 2007

INDEX



|                                                                                                            |  |     
|----------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                            |  | Page
|Part I. FINANCIAL INFORMATION                                                                               |  |     
|                                                                                                            | 
|Item 1. Financial Statements.                                                                               |  | 3   
|                                                                                                            | 
|Consolidated Balance Sheets at June 30, 2007 and December 31, 2006 (unaudited)                              |  | 3   
|                                                                                                            | 
|Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2007 and 2006 (unaudited) |  | 4   
|                                                                                                            | 
|Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2007 and 2006 (unaudited)           |  | 5   
|                                                                                                            | 
|Notes to Consolidated Financial Statements (unaudited)                                                      |  | 6   
|                                                                                                            | 
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.              |  | 18  
|                                                                                                            | 
|Item 3. Quantitative and Qualitative Disclosures About Market Risk.                                         |  | 31  
|                                                                                                            | 
|Item 4. Controls and Procedures.                                                                            |  | 31  
|                                                                                                            | 
|Part II. OTHER INFORMATION                                                                                  |  |     
|                                                                                                            | 
|Item 1. Legal Proceedings.                                                                                  |  | 32  
|                                                                                                            | 
|Item 1A. Risk Factors.                                                                                      |  | 32  
|                                                                                                            | 
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                                         |  | 33  
|                                                                                                            | 
|Item 4. Submission of Matters to a Vote of Security Holders.                                                |  | 33  
|                                                                                                            | 
|Item 6. Exhibits.                                                                                           |  | 33  
|                                                                                                            | 
|Signatures                                                                                                  |  | 35  



2



---

##### Table of Contents

PART I.

FINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

MICROTUNE, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

(unaudited)



|                                                                                                                      |  |               |          |   |                   |   |          |  
|--------------------------------------------------------------------------------------------------------------------- |  | ------------- | -------- | - | ----------------- | - | -------- | -
|                                                                                                                      |  | June 30, 2007 |          |   | December 31, 2006 |  
|Assets                                                                                                                |  |               |          |   |                   |   |          |  
|Current assets:                                                                                                       |  |               |          |   |                   |   |          |  
|Cash and cash equivalents                                                                                             |  | $             | 39,823   |   |                   | $ | 38,010   |  
|Short-term investments                                                                                                |  |               | 46,600   |   |                   |   | 44,750   |  
|Accounts receivable, net                                                                                              |  |               | 9,481    |   |                   |   | 6,609    |  
|Inventories                                                                                                           |  |               | 8,729    |   |                   |   | 8,988    |  
|Other current assets                                                                                                  |  |               | 2,105    |   |                   |   | 2,127    |  
|                                                                                                                      |  |               |          |   |                   |   |          |  
|Total current assets                                                                                                  |  |               | 106,738  |   |                   |   | 100,484  |  
|Property and equipment, net                                                                                           |  |               | 4,061    |   |                   |   | 4,275    |  
|Other assets and deferred charges                                                                                     |  |               | 467      |   |                   |   | 843      |  
|                                                                                                                      |  |               |          |   |                   |   |          |  
|Total assets                                                                                                          |  | $             | 111,266  |   |                   | $ | 105,602  |  
|                                                                                                                      |  |               |          |   |                   |   |          |  
|                                                                                                                      |  |              
|Liabilities and Stockholders Equity                                                                                  |  |               |          |   |                   |   |          |  
|Current liabilities:                                                                                                  |  |               |          |   |                   |   |          |  
|Accounts payable                                                                                                      |  | $             | 5,580    |   |                   | $ | 4,847    |  
|Accrued compensation                                                                                                  |  |               | 3,138    |   |                   |   | 2,646    |  
|Accrued expenses                                                                                                      |  |               | 1,470    |   |                   |   | 1,731    |  
|Deferred revenue                                                                                                      |  |               | 137      |   |                   |   | 23       |  
|                                                                                                                      |  |               |          |   |                   |   |          |  
|Total current liabilities                                                                                             |  |               | 10,325   |   |                   |   | 9,247    |  
|Other non-current liabilities                                                                                         |  |               | 98       |   |                   |   | 87       |  
|Commitments and contingencies                                                                                         |  |               |          |   |                   |   |          |  
|Stockholders equity:                                                                                                 |  |               |          |   |                   |   |          |  
|Preferred stock, $0.001 par value Authorized25,000 shares Issued and outstanding sharesnone                         |  |               |         |   |                   |   |         |  
|Common stock, $0.001 par value Authorized150,000 shares Issued and outstanding shares53,698 and 53,290
respectively |  |               | 54       |   |                   |   | 53       |  
|Additional paid-in capital                                                                                            |  |               | 458,577  |   |                   |   | 454,591  |  
|Accumulated other comprehensive loss                                                                                  |  |               | (988     | ) |                   |   | (988     | )
|Accumulated deficit                                                                                                   |  |               | (356,800 | ) |                   |   | (357,388 | )
|                                                                                                                      |  |               |          |   |                   |   |          |  
|Total stockholders equity                                                                                            |  |               | 100,843  |   |                   |   | 96,268   |  
|                                                                                                                      |  |               |          |   |                   |   |          |  
|Total liabilities and stockholders equity                                                                            |  | $             | 111,266  |   |                   | $ | 105,602  |  
|                                                                                                                      |  |               |          |   |                   |   |          |  

See accompanying notes.



3



---

##### Table of Contents

MICROTUNE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(unaudited)



|                                                |  |                             |        |      |                           |        |      |  |   |        |   |  |   |        |  
|----------------------------------------------- |  | --------------------------- | ------ | ---- | ------------------------- | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                |  | Three Months Ended June 30, |        |      | Six Months Ended June 30, |       
|                                                |  | 2007                        |        | 2006 |                           |        | 2007 |  |   | 2006   |  
|Net revenue                                     |  | $                           | 24,766 |      | $                         | 19,170 |      |  | $ | 44,564 |   |  | $ | 34,695 |  
|Cost of revenue                                 |  |                             | 11,987 |      |                           | 9,623  |      |  |   | 21,932 |   |  |   | 17,029 |  
|                                                |  |                             |        |      |                           |        |      |  |   |        |   |  |   |        |  
|Gross margin                                    |  |                             | 12,779 |      |                           | 9,547  |      |  |   | 22,632 |   |  |   | 17,666 |  
|Operating expenses:                             |  |                             |        |      |                           |        |      |  |   |        |   |  |   |        |  
|Research and development                        |  |                             | 5,819  |      |                           | 5,343  |      |  |   | 11,669 |   |  |   | 10,144 |  
|Selling, general and administrative             |  |                             | 6,043  |      |                           | 5,025  |      |  |   | 12,659 |   |  |   | 9,666  |  
|                                                |  |                             |        |      |                           |        |      |  |   |        |   |  |   |        |  
|Total operating expenses                        |  |                             | 11,862 |      |                           | 10,368 |      |  |   | 24,328 |   |  |   | 19,810 |  
|                                                |  |                             |        |      |                           |        |      |  |   |        |   |  |   |        |  
|Income (loss) from operations                   |  |                             | 917    |      |                           | (821   | )    |  |   | (1,696 | ) |  |   | (2,144 | )
|Other income (expense):                         |  |                             |        |      |                           |        |      |  |   |        |   |  |   |        |  
|Interest income                                 |  |                             | 1,187  |      |                           | 1,004  |      |  |   | 2,228  |   |  |   | 1,907  |  
|Foreign currency gains (losses), net            |  |                             | 53     |      |                           | 92     |      |  |   | 92     |   |  |   | 151    |  
|Other                                           |  |                             | 19     |      |                           |       |      |  |   | 25     |   |  |   | 27     |  
|                                                |  |                             |        |      |                           |        |      |  |   |        |   |  |   |        |  
|Income (loss) before provision for income taxes |  |                             | 2,176  |      |                           | 275    |      |  |   | 649    |   |  |   | (59    | )
|Income tax expense                              |  |                             | 43     |      |                           | 129    |      |  |   | 61     |   |  |   | 159    |  
|                                                |  |                             |        |      |                           |        |      |  |   |        |   |  |   |        |  
|Net income (loss)                               |  | $                           | 2,133  |      | $                         | 146    |      |  | $ | 588    |   |  | $ | (218   | )
|                                                |  |                             |        |      |                           |        |      |  |   |        |   |  |   |        |  
|Net income (loss) per common share:             |  |                             |        |      |                           |        |      |  |   |        |   |  |   |        |  
|Basic                                           |  | $                           | 0.04   |      | $                         | 0.00   |      |  | $ | 0.01   |   |  | $ | 0.00   |  
|                                                |  |                             |        |      |                           |        |      |  |   |        |   |  |   |        |  
|Diluted                                         |  | $                           | 0.04   |      | $                         | 0.00   |      |  | $ | 0.01   |   |  | $ | 0.00   |  
|                                                |  |                             |        |      |                           |        |      |  |   |        |   |  |   |        |  
|Weighted-average common shares outstanding:     |  |                             |        |      |                           |        |      |  |   |        |   |  |   |        |  
|Basic                                           |  |                             | 53,644 |      |                           | 53,104 |      |  |   | 53,543 |   |  |   | 52,959 |  
|                                                |  |                             |        |      |                           |        |      |  |   |        |   |  |   |        |  
|Diluted                                         |  |                             | 54,521 |      |                           | 55,530 |      |  |   | 54,267 |   |  |   | 52,959 |  
|                                                |  |                             |        |      |                           |        |      |  |   |        |   |  |   |        |  

See accompanying notes.



4



---

##### Table of Contents

MICROTUNE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)



|                                                                                     |  |                           |         |   |      |   |         |  
|------------------------------------------------------------------------------------ |  | ------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                     |  | Six Months Ended June 30, |        
|                                                                                     |  | 2007                      |         |   | 2006 |  
|Operating activities:                                                                |  |                           |         |   |      |   |         |  
|Net income (loss)                                                                    |  | $                         | 588     |   |      | $ | (218    | )
|Adjustments to reconcile net income (loss) to cash provided by operating activities: |  |                           |         |   |      |   |         |  
|Depreciation                                                                         |  |                           | 725     |   |      |   | 741     |  
|Foreign currency (gains) losses, net                                                 |  |                           | (92     | ) |      |   | (151    | )
|Stock-based compensation                                                             |  |                           | 3,006   |   |      |   | 2,920   |  
|Loss on sale of assets                                                               |  |                           | 1       |   |      |   | 5       |  
|Changes in operating assets and liabilities:                                         |  |                           |         |   |      |   |         |  
|Accounts receivable, net                                                             |  |                           | (2,872  | ) |      |   | (1,644  | )
|Inventories                                                                          |  |                           | 259     |   |      |   | 784     |  
|Other assets                                                                         |  |                           | 398     |   |      |   | (123    | )
|Accounts payable                                                                     |  |                           | 733     |   |      |   | (1,502  | )
|Accrued expenses                                                                     |  |                           | (261    | ) |      |   | (516    | )
|Accrued compensation                                                                 |  |                           | 492     |   |      |   | 410     |  
|Deferred revenue                                                                     |  |                           | 114     |   |      |   | 104     |  
|Other liabilities                                                                    |  |                           | 11      |   |      |   | 2       |  
|                                                                                     |  |                           |         |   |      |   |         |  
|Net cash provided by operating activities                                            |  |                           | 3,102   |   |      |   | 812     |  
|Investing activities:                                                                |  |                           |         |   |      |   |         |  
|Purchases of property and equipment                                                  |  |                           | (512    | ) |      |   | (491    | )
|Proceeds from maturity of held-to-maturity investments                               |  |                           |        |   |      |   | 1,620   |  
|Proceeds from sale of available-for-sale investments                                 |  |                           | 12,150  |   |      |   | 24,650  |  
|Purchase of available-for-sale investments                                           |  |                           | (14,000 | ) |      |   | (30,100 | )
|                                                                                     |  |                           |         |   |      |   |         |  
|Net cash used in investing activities                                                |  |                           | (2,362  | ) |      |   | (4,321  | )
|Financing activities:                                                                |  |                           |         |   |      |   |         |  
|Proceeds from issuance of common stock                                               |  |                           | 981     |   |      |   | 1,033   |  
|                                                                                     |  |                           |         |   |      |   |         |  
|Net cash provided by financing activities                                            |  |                           | 981     |   |      |   | 1,033   |  
|Effect of foreign currency exchange rate changes on cash                             |  |                           | 92      |   |      |   | 151     |  
|                                                                                     |  |                           |         |   |      |   |         |  
|Net increase (decrease) in cash and cash equivalents                                 |  |                           | 1,813   |   |      |   | (2,325  | )
|Cash and cash equivalents at beginning of period                                     |  |                           | 38,010  |   |      |   | 5,068   |  
|                                                                                     |  |                           |         |   |      |   |         |  
|Cash and cash equivalents at end of period                                           |  | $                         | 39,823  |   |      | $ | 2,743   |  
|                                                                                     |  |                           |         |   |      |   |         |  

See accompanying notes.



5



---

##### Table of Contents

MICROTUNE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2007

(unaudited)

1. Summary of Significant Accounting Policies

Description of business

Microtune, Inc. began operations in August 1996. We design and market radio frequency (RF)
integrated circuits (ICs) and subsystem module solutions for the cable, digital television and automotive electronics markets. Our tuner, amplifier and upconverter products permit the delivery, reception and exchange of broadband video, audio and
data using terrestrial (off-air) and/or cable communications systems. Our products enable various consumer electronics, broadband communications and automotive electronics applications or devices, including cable television set-top boxes; high-speed
voice and data cable modems; car audio, video and antenna amplifier systems; digital/analog televisions, including high-definition televisions; personal computer television (PC/TV) multimedia products; and mobile televisions. We sell our products to
original equipment manufacturers (OEMs) and original design manufacturers (ODMs) who sell devices and applications to consumers or service providers within the cable, digital television and automotive electronics markets.

We operate Microtune as a single business unit or reportable operating segment serving our target markets. We record our operating expenses by functional
area and account type, but we do not record or analyze our operating expenses by market, product type or product. We attempt to analyze our net revenue by market, but in some cases we sell our products to resellers or distributors, giving us limited
ability to determine market composition of our net revenue from these customers. In addition, certain of our OEM customers purchase product from us for applications in multiple end-markets, also limiting our ability to determine our net revenue
contribution from each market.

General

The accompanying unaudited financial statements as of and for the second quarter and first half of 2007 and 2006 have been prepared by us, pursuant to the rules and regulations of the United States Securities and Exchange Commission (SEC).
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (GAAP) have been condensed or omitted pursuant to such rules and
regulations. These unaudited consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

In the opinion of management, all adjustments which are of a normal and recurring nature and are necessary for a fair presentation of the
financial position, results of operations, and cash flows as of and for the second quarter and first half of 2007 and 2006 have been made. Results of operations for the second quarter and first half of 2007 and 2006 are not necessarily indicative of
results of operations to be expected for the entire year or any other period.

Risk and Uncertainties

Our future results of operations and financial condition will be impacted by the following factors, among others: dependence on the worldwide cable,
digital television and automotive electronics markets characterized by intense competition and rapidly changing technology, on a few significant customers, on third-party manufacturers and subcontractors, on third-party distributors in certain
markets, on partners when we go to market with a joint solution, on the successful development and marketing of new products in new and existing markets and on seasonality in the demand for consumer products into which our products are incorporated.
Our future results also may be impacted by foreign currency fluctuations as a result of our international operations and foreign currency based revenues, and product warranty liabilities and line down clauses. See Item 1A. Risk
Factors and Item 3. Quantitative and Qualitative Disclosures About Market Risk below.

Consolidation

Our consolidated financial statements include the financial statements of Microtune and its wholly-owned subsidiaries. All intercompany balances and
transactions have been eliminated in consolidation.

Use of Estimates

We make estimates, judgments and assumptions that affect the amounts reported in the financial statements and the disclosures made in the accompanying notes, including inventory valuation allowances, warranty costs,
determining the collectibility of accounts receivable, the valuation of deferred tax assets, contingent liabilities and other amounts. We also use



6



---

##### Table of Contents

estimates, judgments and assumptions to determine the remaining economic lives and carrying values of property and equipment and other long-lived assets. We
believe that the estimates, judgments and assumptions upon which we rely are appropriate and correct, based upon information available to us at the time that they are made. These estimates, judgments and assumptions can affect our reported assets
and liabilities as of the date of the financial statements, as well as the reported net revenue and expenses during the periods presented. If there are material differences between these estimates, judgments or assumptions and actual facts, our
financial statements will be affected.

Cash and Cash Equivalents

We consider highly liquid investments with maturities of three months or less at date of purchase to be cash equivalents. Cash and cash equivalents consist of bank deposits and money market funds.

Investments

Our investments are comprised of
high-quality securities purchased in accordance with our investment policy. Investments in debt securities are classified as held-to-maturity when we intend to hold them to maturity. Held-to-maturity investments are carried at amortized cost with
the amortization of the purchase discount recorded in interest income. Investments in debt securities not classified as held-to-maturity and equity securities are classified as available-for-sale and carried at fair market value, with unrealized
gains and losses, net of tax, recorded in stockholders equity. Realized gains and losses and other than temporary declines in value, if any, on available-for-sale securities are reported in other income and expense as incurred and are
determined based on the specific identification method. At June 30, 2007 and December 31, 2006, our short-term investments, which consist of corporate debt securities and other debt securities issued by United States government and state
agencies, are auction-rate securities categorized as available-for-sale investments. The auction-rate securities in established markets are available to support current operations and are classified as short-term investments although their
contractual maturities are greater than 10 years. At June 30, 2007 and December 31, 2006, we held no long-term investments. At June 30, 2007 and December 31, 2006, the carrying values of our investments approximated their fair
values. Unrealized gains and losses on our investments categorized as available-for-sale investments were insignificant at June 30, 2007 and December 31, 2006, respectively. Our investments are reviewed periodically for
other-than-temporary impairment.

Allowance for Doubtful Accounts

We evaluate the collectibility of our accounts receivable based on several factors. In circumstances where we are aware of a specific customers inability to meet its financial obligations to us, we record a
specific allowance for bad debts against amounts due to us and reduce the net recorded receivable to the amount we reasonably believe will be collected. We also consider recognizing allowances for doubtful accounts based on the length of time the
receivables are outstanding compared to contractual terms, industry and geographic concentrations, the current business environment and our historical experience. Accounts receivable included in the allowance for doubtful accounts are written-off
after final collection efforts are exhausted. If the financial condition of our customers deteriorates or if economic conditions worsen, increases in the allowance may be required in the future. We cannot predict future changes in the financial
stability of our customers, and there can be no assurance that our allowance will be adequate. Actual credit losses for the second quarter and first half of 2007 and 2006 were insignificant. No allowance for doubtful accounts was recorded as of
June 30, 2007 and December 31, 2006.

Inventory Valuation

Our inventories are stated at the lower of standard cost, which approximates actual cost, or estimated realizable value. Amounts are removed from inventory using the first-in, first-out (FIFO) method. Adjustments to
reduce our inventories to estimated realizable value, including allowances for excess and obsolete inventories, are determined quarterly by comparing inventory levels of individual materials and parts to current demand forecasts for those items. In
addition, we review other individual facts and circumstances to determine necessary adjustments to reduce our inventories to estimated realizable value, including current manufacturing yields, product returns and warranty claims. Actual amounts
realized upon the sale of inventories may differ from estimates used to determine inventory valuation allowances due to changes in customer demand, technology changes and other factors. The net impact of changes in the inventory valuation allowances
for the second quarter of 2007 and 2006 was a charge (benefit) to cost of revenue of approximately $0.2 million and $(0.1) million, respectively. The net impact of changes in the inventory valuation allowances for the first half of 2007 and 2006 was
a charge (benefit) to cost of revenue of approximately $0.4 million and $(0.4) million, respectively.

Property and Equipment

Our property and equipment are stated at cost, net of accumulated depreciation. We calculate depreciation using the straight-line method over the
estimated useful lives of the assets, which generally range from 3 to 7 years. We depreciate leasehold improvements using the straight-line method over the lesser of their estimated useful lives or remaining lease terms.



7



---

##### Table of Contents

Impairment of Long-lived Assets

We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. We evaluate the recoverability of these assets by a
comparison of their carrying amount to projected undiscounted cash flows expected to be generated by the assets or business center. If we determine our long-lived assets are impaired, we recognize the impairment in the amount by which the carrying
amount of the assets exceeds the estimated fair value of the assets.

Revenue Recognition

We recognize revenue when we receive a purchase order from our customer, our product has been shipped, title has transferred to our customer, the price
that we will receive for our product is fixed or determinable and collection from our customer is considered probable. Title to our product transfers to our customer either when it is shipped to or received by our customer, based on the terms of the
customers specific agreement.

Our revenue is recorded based on the facts then currently known to us. If we do not meet all the
criteria above, we do not recognize revenue. If we are unable to determine the amount that we will ultimately collect once our product has shipped and title has transferred to our customer, we defer recognition of revenue until we can determine the
amount that ultimately will be collected. Items that are considered when determining the amounts we will ultimately collect are: a customers overall creditworthiness and payment history, customer rights to return unsold product, customer
rights to price protection, customer payment terms conditioned on sale or use of product by the customer, or other extended payment terms granted to a customer. It is not our standard business practice to grant any of these terms to our customers,
other than certain limited stock rotation rights discussed below.

For certain of our customers, we do not recognize revenue until receipt
of payment because collection is not probable or the amount we will ultimately collect is not determinable at the date of the shipment. Upon shipment of product to these customers, title to the inventory transfers to the customer and the customer is
invoiced. We account for these transactions by recording accounts receivable for the revenue value of the shipments, as the shipments represent valid receivables, and reducing inventory for the cost of the inventory shipped. The difference,
representing the gross margin on the transactions, is recorded as deferred revenue. For financial statement presentation purposes, this deferred revenue balance is offset against the corresponding accounts receivable balance from the customer. When
payment is received for the transaction, revenue is recognized for the value of the cash payment, cost of revenue is recorded for the cost of the inventory and the deferred revenue is relieved for the gross margin on the transaction. At
June 30, 2007, the sales value of products shipped for which revenue was deferred was insignificant. At December 31, 2006, the sales value of products shipped for which revenue was deferred was approximately $0.1 million. All of the
revenue deferred at December 31, 2006 was recognized during the first quarter of 2007.

When we defer revenue, the timing and amount
of revenue we ultimately recognize is determined upon our receipt of payment, which can result in significant fluctuations in revenue from period to period. In the second quarter of 2007 and 2006, we recognized 1% and 10%, respectively, of our net
revenue upon receipt of payment. In the first half of 2007 and 2006, we recognized 1% and 7%, respectively, of our net revenue upon receipt of payment.

We also defer revenue when customers have made payments and we have not completed the earnings process. These payments are reflected as liabilities in our financial statements as deferred revenue. In these instances,
we recognize revenue once the product is shipped, title has transferred to our customer and the earnings process is complete. Deferred revenue as a result of customer prepayments was insignificant as of June 30, 2007 and December 31, 2006.

We grant limited stock rotation rights to certain distributors for qualifying product in accordance with their specific agreements for up
to 5% of their aggregate net purchases for the previous six months. In these circumstances, we require the distributor to submit an offsetting purchase order that is, at a minimum, equivalent to the aggregate dollar amount of the product to be
returned. We account for the return as a reduction to revenue and a reduction to accounts receivable for the price of the items returned. Correspondingly, cost of revenue is reduced by the cost of returned inventory offset by an increase in
inventory. Any returned inventory items are included in gross inventories, are reviewed along with our other inventory items and are recorded at the lower of cost or market. Historically, distributor returns under stock rotation rights have been
insignificant. As a result, we do not establish a reserve for potential returns when product is shipped to distributors, rather we subsequently monitor distributor inventory levels and record a reserve for potential returns of estimated unsaleable
inventory subject to stock rotation rights. We account for the shipment of replacement product as a sales transaction, which offsets the reduction of revenue discussed above.



8



---

##### Table of Contents

Research and Development Costs

Our research and development expenses consist primarily of personnel-related expenses, lab supplies, training and prototype materials. We expense all of our research and development costs in the period incurred as our
current process for developing our products is essentially completed concurrently with the establishment of technological feasibility. Research and development efforts currently are focused primarily on the development of our next generation of RF
products.

Shipping and Handling Costs

Shipping and handling costs related to product shipments to customers are included in cost of revenue.

Warranty Costs

We generally provide a minimum of a one-year warranty on all products. We record specific warranty provisions for any identified individual product
issues, which have not been significant to date.

Foreign Currency Translation

Our functional currency is the United States Dollar. The impact from the re-measurement of accounts not denominated in United States Dollars is recognized
currently in our results of operations as a component of foreign currency gains and losses and results primarily from exchange rate fluctuations between the United States Dollar and the Euro. Net foreign currency gains (losses) were $0.1 million and
$0.1 million during the second quarter of 2007 and 2006, respectively. Net foreign currency gains (losses) were $0.1 million and $0.2 million during the first half of 2007 and 2006, respectively.

Income Taxes

Our income taxes are computed using the
asset and liability method of accounting. Under the asset and liability method, a deferred income tax asset or liability is recognized for estimated future tax effects attributable to temporary differences and carryforwards. The measurement of
deferred income tax assets is adjusted by a valuation allowance, if necessary, to recognize future income tax benefits only to the extent, based on available evidence, it is more likely than not such benefits will be realized. Our deferred income
tax assets were fully reserved at June 30, 2007 and December 31, 2006.

Effective January 1, 2007, we adopted the provisions
of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes  An Interpretation of FASB Statement No. 109, or FIN 48. FIN 48 provides detailed guidance for the financial statement recognition,
measurement and disclosure of uncertain income tax positions recognized in the financial statements in accordance with SFAS No. 109. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date
to be recognized upon the adoption of FIN 48 and in subsequent periods. Upon the adoption of FIN 48, we had no unrecognized income tax benefits. During the second quarter and first half of 2007, we recognized no adjustments for uncertain
income tax benefits.

We recognize interest and penalties related to uncertain income tax positions in income tax expense. No interest and
penalties related to uncertain income tax positions were accrued at June 30, 2007.

The tax years 2003 through 2006 remain open to
examination by the major taxing jurisdictions in which we operate. We expect no material changes to unrecognized income tax positions within the next twelve months.

Income (Loss) Per Share

Basic income (loss) per common share is computed by dividing net income
(loss) by the weighted average number of common shares outstanding during each period. Diluted income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during each period
and dilutive common equivalent shares consisting of stock options, restricted stock, restricted stock units and employee stock purchase plan options. All potentially dilutive common equivalent shares were anti-dilutive and were excluded from diluted
loss per common share for the first half of 2006.



9



---

##### Table of Contents

Our computation of income (loss) per common shares is as follows (in thousands, except per share data):



|                                                             |  |                             |        |                           |   |        |  |      |        |  |   |        |  
|------------------------------------------------------------ |  | --------------------------- | ------ | ------------------------- | - | ------ |  | ---- | ------ |  | - | ------ | -
|                                                             |  | Three Months Ended June 30, |        | Six Months Ended June 30, |  
|                                                             |  | 2007                        |        | 2006                      |   | 2007   |  | 2006 |       
|Net income (loss)                                            |  | $                           | 2,133  |                           | $ | 146    |  | $    | 588    |  | $ | (218   | )
|                                                             |  |                             |        |                          
|Weighted average common shares outstanding                   |  |                             | 53,644 |                           |   | 53,104 |  |      | 53,543 |  |   | 52,959 |  
|Weighted average dilutive potential common shares:           |  |                             |        |                           |   |        |  |      |        |  |   |        |  
|Stock options                                                |  |                             | 868    |                           |   | 2,407  |  |      | 720    |  |   |       |  
|Restricted stock units                                       |  |                             | 9      |                           |   | 19     |  |      | 4      |  |   |       |  
|                                                             |  |                             |        |                           |   |        |  |      |        |  |   |        |  
|Weighted average common and dilutive potential common shares |  |                             | 54,521 |                           |   | 55,530 |  |      | 54,267 |  |   | 52,959 |  
|                                                             |  |                             |        |                           |   |        |  |      |        |  |   |        |  
|                                                             |  |                             |        |                          
|Basic income (loss) per common share                         |  | $                           | 0.04   |                           | $ | 0.00   |  | $    | 0.01   |  | $ | 0.00   |  
|                                                             |  |                             |        |                           |   |        |  |      |        |  |   |        |  
|Diluted income (loss) per common share                       |  | $                           | 0.04   |                           | $ | 0.00   |  | $    | 0.01   |  | $ | 0.00   |  
|                                                             |  |                             |        |                           |   |        |  |      |        |  |   |        |  

The following table sets forth anti-dilutive securities that have been excluded from diluted
earnings per share (in thousands):



|                                        |  |                             |  |                           |  |       |  |      
|--------------------------------------- |  | --------------------------- |  | ------------------------- |  | ----- |  | -----
|                                        |  | Three Months Ended June 30, |  | Six Months Ended June 30,
|                                        |  | 2007                        |  | 2006                      |  | 2007  |  | 2006 
|Stock options                           |  | 1,754                       |  | 391                       |  | 1,754 |  | 9,325
|Employee stock purchase plan            |  | 54                          |  | 78                        |  | 54    |  | 73   
|                                        |  |                             |  |                           |  |       |  |      
|Total anti-dilutive securities excluded |  | 1,808                       |  | 469                       |  | 1,808 |  | 9,398
|                                        |  |                             |  |                           |  |       |  |      

Stock-Based Compensation

Effective January 1, 2006, we adopted the fair value recognition provisions of SFAS No. 123 (revised 2004), Share-Based Payments, (SFAS No. 123(R)) for all share-based payment awards to employees
and directors including stock options, restricted stock units and employee stock purchases related to our employee stock purchase plan. In addition, we have applied the provisions of Staff Accounting Bulletin No. 107 (SAB No. 107), issued
by the Securities and Exchange Commission, in our adoption of SFAS No. 123(R).

We adopted SFAS No. 123(R) using the
modified-prospective-transition method. Under this transition method, stock-based compensation expense recognized after the effective date includes: (1) compensation cost for all share-based payments granted prior to, but not yet vested as of
January 1, 2006, based on the measurement date fair value estimate in accordance with the original provisions of SFAS No. 123, and (2) compensation cost for all share-based payments granted subsequent to January 1, 2006, based on
the measurement date fair value estimate in accordance with the provisions of SFAS No. 123(R). Stock-based compensation expense under SFAS No. 123(R) was $1.6 million and $1.5 million for the second quarter of 2007 and 2006, respectively,
and $3.0 million and $2.9 million for the first half of 2007 and 2006, respectively, relating to employee and director stock options, restricted stock units and our employee stock purchase plan. See Note 8.

Stock-based compensation expense recognized each period is based on the greater of the value of the portion of share-based payment awards under the
straight-line method or the value of the portion of share-based payment awards that is ultimately expected to vest during the period. SFAS No. 123(R) requires forfeitures to be estimated at the time of grant and revised, if necessary, in
subsequent periods if actual forfeitures differ from those estimates.

Upon adoption of SFAS No. 123(R), we elected to use the
Black-Scholes-Merton option-pricing formula to value share-based payments granted to employees subsequent to January 1, 2006 and elected to attribute the value of stock-based compensation to expense using the straight-line single option method.

On November 10, 2005, the Financial Accounting Standards Board (FASB) issued FASB Staff Position No. FAS 123(R)-3, Transition
Election Related to Accounting for Tax Effects of Share-Based Payment Awards, which detailed an alternative transition method for calculating the tax effects of stock-based compensation pursuant to SFAS No. 123(R). This alternative
transition method included simplified methods to establish the beginning balance of the additional paid-in capital pool (APIC pool) related to the tax effects of employee stock-based compensation and to determine the subsequent impact on the
APIC pool and Consolidated Statement of Cash Flows of the tax effects of employee stock-based compensation awards that are outstanding upon adoption of SFAS No. 123(R). Due to our historical net operating losses, we have not recorded the tax
effects of employee stock-based compensation and have no APIC pool.



10



---

##### Table of Contents

SFAS No. 123(R) requires the cash flows resulting from the tax benefits resulting from tax
deductions in excess of the compensation cost recognized for those options (excess tax benefits) to be classified as financing cash flows. Due to our historical net operating loss position, we have not recorded these excess tax benefits as of
June 30, 2007.

Comprehensive Income

SFAS No. 130, Reporting Comprehensive Income, establishes standards for reporting and displaying comprehensive income and its components in the consolidated financial statements. Accumulated other comprehensive income (loss) at
June 30, 2007 includes foreign currency translation adjustments of $1.0 million related to changing the functional currency of our German subsidiaries from the German Mark to the U.S. Dollar in 2000.

Risk Concentrations

Financial instruments that
potentially expose Microtune to concentrations of credit risk consist primarily of trade accounts receivable. At June 30, 2007, approximately 66% of our net accounts receivable were due from five of our customers. We periodically evaluate the
creditworthiness of our customers financial condition and generally do not require collateral. We evaluate the collectibility of our accounts receivable based on several factors. In circumstances when we are aware of a specific customers
inability to meet its financial obligations to us, we record a specific reserve for bad debts against amounts due to us and reduce the net recorded receivable to the amount we reasonably believe will be collected. For all other customers, we
recognize allowances for doubtful accounts based on the length of time the receivables are outstanding, industry and geographic concentrations, the current business environment and our historical experience. If the financial condition of our
customers deteriorates or if economic conditions worsen, additional allowances may be required in the future. Historically, our bad debts have been insignificant and we are not currently aware of any significant uncollectible accounts. During the
second quarter and first half of 2007 and 2006, charges to write-off uncollectible accounts were insignificant. As a result, we have not recorded an allowance for doubtful accounts as of June 30, 2007.

We depend on third-party foundries, primarily IBM, Jazz Semiconductor and X-FAB, to manufacture all of our integrated circuit products. We do not have
long-term supply agreements with our foundries but obtain integrated circuit products on a purchase order basis. The inability of a third-party foundry to continue manufacturing our integrated circuits would have a material adverse effect on our
operations. Our integrated circuit products are primarily manufactured in the United States, South Korea and the Philippines.

We use
Ionics EMS, Inc. (Ionics) for nearly all assembly and calibration functions for our subsystem module solutions. We expect to continue to use a single provider for nearly all assembly and calibration functions for our subsystem module solutions. The
unanticipated or sudden loss of this single provider would have a material adverse effect on our operations. We are also dependent upon third-parties, some of whom are competitors, for the supply of components used in subsystem module manufacturing.
Our failure to obtain components for module manufacturing would significantly impact our ability to ship subsystem modules to customers in a timely manner.

Commitments and Contingencies

We may be subject to the possibility of loss contingencies for various legal matters. Our
discussion of legal matters includes pending litigation and matters in which any party has manifested a present intention to commence litigation related to such matters. There can be no assurance that additional contingencies of a legal nature or
having legal aspects will not be asserted in the future. Such matters could relate to prior transactions or events or future transactions and events. See Note 7. We regularly evaluate current information available to us to determine whether any
provisions for loss should be made. If we ultimately determine that a provision for loss should be made for a legal matter, the provision for loss could have a material and adverse effect on our operating results and financial position.

Our future cash commitments are primarily for long-term facility leases. See Note 7.

2. Accounts Receivable, net

Accounts receivable, net consists of the following (in thousands):



11



---

##### Table of Contents

|                          |  |               |       |   |                   |   |       |  
|------------------------- |  | ------------- | ----- | - | ----------------- | - | ----- | -
|                          |  | June 30, 2007 |       |   | December 31, 2006 |  
|Gross accounts receivable |  | $             | 9,514 |   |                   | $ | 6,692 |  
|Deferred revenue          |  |               | (33   | ) |                   |   | (83   | )
|                          |  |               |       |   |                   |   |       |  
|Accounts receivable, net  |  | $             | 9,481 |   |                   | $ | 6,609 |  
|                          |  |               |       |   |                   |   |       |  

3. Inventories

Inventories consist of the following (in thousands):



|                |  |               |       |                   |   |      
|--------------- |  | ------------- | ----- | ----------------- | - | -----
|                |  | June 30, 2007 |       | December 31, 2006
|Finished goods  |  | $             | 4,765 |                   | $ | 5,714
|Work-in-process |  |               | 3,910 |                   |   | 3,260
|Raw materials   |  |               | 54    |                   |   | 14   
|                |  |               |       |                   |   |      
|Total inventory |  | $             | 8,729 |                   | $ | 8,988
|                |  |               |       |                   |   |      

4. Accrued Compensation

Accrued compensation consists of the following (in thousands):



|                                                 |  |               |       |                   |   |      
|------------------------------------------------ |  | ------------- | ----- | ----------------- | - | -----
|                                                 |  | June 30, 2007 |       | December 31, 2006
|Accrued vacation                                 |  | $             | 1,074 |                   | $ | 959  
|Accrued payroll taxes                            |  |               | 623   |                   |   | 672  
|Contributions to employee stock purchase program |  |               | 166   |                   |   | 516  
|Accrued incentive compensation                   |  |               | 797   |                   |   |     
|Other                                            |  |               | 478   |                   |   | 499  
|                                                 |  |               |       |                   |   |      
|Total accrued compensation                       |  | $             | 3,138 |                   | $ | 2,646
|                                                 |  |               |       |                   |   |      

At June 30, 2007 and December 31, 2006, the accrued payroll taxes include $0.5 million
and $0.6 million, respectively, for liabilities identified during the Audit Committees investigation into our stock option grant practices. At June 30, 2007, accrued incentive compensation relates primarily to the fiscal year 2007 annual
incentive compensation program. See Note 8.

We voluntarily contacted the United States Department of Treasury Internal Revenue Service
(IRS) regarding the findings of the Audit Committees investigation into our stock option grant practices with the intent of pursuing a negotiated settlement with the IRS. The IRS is currently conducting an examination of our payroll tax
returns for the years 2003 through 2006 and other related matters. We have received requests from the IRS for the production of documents and we are cooperating with the IRS. The outcome of this ongoing examination is uncertain and the final
resolution of the tax issues that have been raised as a result of the Audit Committees investigation and any other issues raised by the ongoing IRS examination may differ materially from the amounts reserved at June 30, 2007.

5. Accrued Expenses

Accrued expenses consist of
the following (in thousands):



|                                                      |  |               |       |                   |   |      
|----------------------------------------------------- |  | ------------- | ----- | ----------------- | - | -----
|                                                      |  | June 30, 2007 |       | December 31, 2006
|Accrued non-cancelable inventory purchase obligations |  | $             | 352   |                   | $ | 540  
|Other                                                 |  |               | 1,118 |                   |   | 1,191
|                                                      |  |               |       |                   |   |      
|Total accrued expenses                                |  | $             | 1,470 |                   | $ | 1,731
|                                                      |  |               |       |                   |   |      

The accrued non-cancelable inventory purchase obligations relate to non-cancelable orders to
subcontractors for inventories determined to be excess compared to current inventory levels and current demand forecasts. See Note 7. The accrued expenses are expected to be paid during the next twelve months.



12



---

##### Table of Contents

6. Income Taxes

We have established a valuation allowance to fully reserve our net deferred income tax assets at June 30, 2007 and December 31, 2006 due to the uncertainty of the timing and amount of future taxable income.
For United States federal income tax purposes, at December 31, 2006, we had a net operating loss carryforward of approximately $168.5 million and an unused research and development credit carryforward of approximately $4.4 million, that will
begin to expire in 2012. A change in ownership, as defined in Section 382 of the Internal Revenue Code, may limit utilization of the United States federal net operating loss and research and development credit carryforwards.

In the second quarter and first half of 2007 and 2006, the effective tax rate differed from the 34% statutory corporate tax rate primarily due to
permanent differences, mostly foreign currency remeasurement, changes in valuation allowances and lower foreign income tax rates. The provision for income taxes during the second quarter and first half of 2007 and 2006 consisted of foreign income
taxes.

Subsequent to the end of the second quarter of 2006, we agreed with the German tax authorities to fully resolve a then ongoing
review and examination relating primarily to the transfer of intellectual property from our German subsidiary to our domestic operating company in 2001; certain cross-border, intercompany pricing and accounting issues; and the valuation of certain
investments in subsidiaries. In resolving these matters, we agreed to pay a nominal amount of income tax and interest, agreed to a permanent reduction of our loss carryforward for corporate tax purposes of approximately 2.4 million Euros
(approximately $3.2 million as of December 31, 2006) and agreed to a temporary reduction of our loss carryforward for corporate tax purposes of approximately 0.8 million Euros (approximately $1.1 million as of December 31,
2006). Because of our current loss carryforward position in Germany, we do not believe the permanent reduction in our loss carryforward will impact our income taxes payable until 2010 or later. The temporary reduction in our loss carryforward will
be fully recovered by 2015. As our deferred income tax assets are fully reserved, the reductions to our loss carryforward for corporate income tax purposes in Germany will not impact our current operating results. The income tax liabilities were
paid in the first quarter of 2007 and differed from the previously recorded provision by an insignificant amount.

7. Commitments and Contingencies

Lease Commitments

In April 2005,
we extended our operating lease for our corporate headquarters in Plano, Texas an additional 10 years reducing the monthly base rent and providing a leasehold improvement allowance. This lease extension also included a brief rent abatement and
escalating rent payments and provided for certain rights of early termination with corresponding penalties. Rent expense is calculated using the straight-line method over the lease term. We lease an administrative, marketing, and research and
development facility in Germany under an operating lease with a twenty-two year term, which began in December 1999. We also lease certain other facilities and equipment under operating leases. Future minimum lease payments required under operating
leases as of June 30, 2007 were as follows (in thousands):



|                                    |  |   |      
|----------------------------------- |  | - | -----
|Year Ending December 31,           
|2007                                |  | $ | 594  
|2008                                |  |   | 992  
|2009                                |  |   | 875  
|2010                                |  |   | 874  
|2011                                |  |   | 865  
|Thereafter                          |  |   | 5,766
|                                    |  |   |      
|Total future minimum lease payments |  | $ | 9,966
|                                    |  |   |      

Rent expense for the second quarter of 2007 and 2006 was $0.4 million and $0.3 million,
respectively. Rent expense for the first half of 2007 and 2006 was $0.7 million and $0.6 million, respectively.

Purchase Commitments

As of July 20, 2007, we had approximately $15.5 million of cancelable and non-cancelable purchase commitments outstanding with our vendors. These
commitments were entered into in the normal course of business.

Other Commitments

In June 2007, we renewed our license agreement for engineering software used to design our silicon products. The agreement provides licenses to varying
amounts of software tools through June 2011 and will be accounted for as an operating lease. Software license and maintenance expenses will be calculated using the ratable method based upon the value of software tools licensed during each period.
The licensed software was delivered in July 2007. License and maintenance fees under the agreement totaled approximately $3.0 million and are payable during the third quarter of 2007.



13



---

##### Table of Contents

We are currently subject to line down clauses in contracts with certain automotive
electronics customers. Such clauses require us to pay financial penalties if our failure to supply product in a timely manner causes the customer to slow down or stop their production. We are also subject to product liability clauses and/or
intellectual property indemnification clauses in some of our customer contracts. Such clauses require us to pay financial penalties if we supply defective product, which results in financial damages to the customer, or to indemnify the customer for
third-party actions based on the alleged infringement by our products of a third partys intellectual property. As of June 30, 2007, we were unaware of any such claims by any of our customers.

Legal Proceedings

From time to time, we may be
involved in routine legal proceedings, as well as demands, claims and threatened litigation that arise in the normal course of our business. The ultimate amount of liability, if any, for any claims of any type (either alone or combined) may
materially and adversely affect our financial condition, results of operations and liquidity. Moreover, the ultimate outcome of any litigation is uncertain. Any outcome, whether favorable or unfavorable, may materially and adversely affect us due to
legal costs and expenses, diversion of management resources and other factors. There can be no assurance that additional contingencies of a legal nature or contingencies having legal aspects will not be asserted against us in the future. Such
matters could relate to prior, current or future transactions or events. Except as described below, we are not currently a party to any material litigation.

Stock Option Investigation and Derivative Litigation

In June 2006, the Audit Committee of our Board of Directors
self-initiated an independent investigation into our stock option grant practices covering the period from the date of our initial public offering on August 4, 2000 through June 2006. As a result of the Audit Committees investigation, we
recorded additional stock-based compensation expense and related tax liabilities for certain stock option grants made during the review period and restated our consolidated financial statements for the years ended December 31, 2005, 2004, and
2003, and the selected consolidated financial data as of and for the years ended December 31, 2005, 2004, 2003, 2002, 2001, 2000 and 1999. For a discussion of the results of the Audit Committees investigation and a summary of the
restatement, see Note 2, Restatement of Consolidated Financial Statements to the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2006.

We voluntarily contacted the United States Securities and Exchange Commission (SEC) regarding the Audit Committees independent investigation into
our stock option grant practices, and representatives of the Audit Committee met with the SEC to discuss the findings of the Audit Committees investigation. We also voluntarily provided documents to the SEC during their informal inquiry.

On July 6, 2007, we learned that the previously disclosed informal inquiry of the SEC relating to the findings of the Audit
Committees independent investigation had become formal. We will continue to fully cooperate with the SEC regarding this matter.

On
January 31, 2007, a purported stockholder derivative lawsuit was filed in the United States District Court for the Eastern District of Texas  Sherman Division against current and former officers and directors of Microtune and against
Microtune, as a nominal defendant, alleging various breaches of fiduciary duties, conspiracy, improper financial reporting, insider trading, violations of the Sarbanes-Oxley Act, violations of Section 10(b) of the Exchange Act and
Rule 10b-5 promulgated thereunder, unjust enrichment, gross mismanagement, abuse of control, and waste of corporate assets related to certain prior grants of stock options by the Company. Certain individual defendants and Microtune filed
motions to dismiss this litigation on April 4, 2007 and subsequently filed reply briefs in support of the motions to dismiss on June 11, 2007.

Initial Public Offering Litigation

Starting on July 11, 2001, multiple purported securities fraud class action
complaints were filed in the United States District Court for the Southern District of New York naming as defendants several investment banking firms that served as underwriters of our initial public offering, and in one instance, naming Microtune
and several of our former officers. The complaints were brought purportedly on behalf of all persons who purchased our common stock from August 4, 2000 through December 6, 2000 and are related toIn re Initial Public Offering Securities
Litigation (IPO cases). The consolidated complaint alleges liability under §§ 11 and 15 of the Securities Act of 1933, as amended (1933 Act Claims) and §§ 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended
(1934 Act Claims), on the grounds that the registration statement for our initial public offering did not disclose that (1) the underwriters had agreed to allow certain of their customers to purchase shares in the offering in exchange for
excess commissions paid to the underwriters, and (2) the underwriters had



14



---

##### Table of Contents

arranged for certain of their customers to purchase additional shares in the aftermarket at pre-determined prices. Similar allegations have been made in
other lawsuits filed in the Southern District of New York challenging over 300 other initial public offerings and secondary offerings conducted in 1998, 1999 and 2000. Those cases were consolidated for pretrial purposes before the Honorable Shira A.
Scheindlin. The Court denied the motions to dismiss the claims.

We have accepted a settlement proposal presented to all issuer defendants.
Under the settlement, plaintiffs will dismiss and release all claims against the Microtune defendants. The insurance companies collectively responsible for insuring the issuer defendants in all of the IPO cases will guarantee plaintiffs a recovery
of $1 billion, an amount that covers all of the IPO cases. Under this guarantee, the insurers will pay the difference, if any, between $1 billion and the amount collected by the plaintiffs from the underwriter defendants in all of the IPO cases. The
Microtune defendants will not be required to pay any money in the settlement. However, any payment made by the insurers will be charged to the respective insurance policies covering each issuers case on apro rata basis (that is, the
total insurance company payments will be divided by the number of cases that settle). If thepro rata charge exceeds the amount of insurance coverage for an issuer, that issuer would be responsible for additional payments. The proposal also
provides that the insurers will pay for the companys legal fees going forward. On December 5, 2006, the U.S. Second Circuit Court of Appeals reversed the district courts ruling certifying the consolidated cases as a class action
litigation. The issuer defendants settlement is contingent upon final approval by the district court. It cannot be determined at this time what effect this ruling will have on the settlement.

On December 14, 2006, the district court ordered a stay of all proceedings in all of the lawsuits pending the outcome of plaintiffs petition
to the Second Circuit for rehearing en banc and resolution of the class certification issue. On April 6, 2007, the Second Circuit denied plaintiffs petition for rehearing, but clarified that the plaintiffs may seek to certify a more
limited class in the district court. Accordingly, the stay remains in place and the plaintiffs and issuers have stated that they are prepared to discuss how the settlement might be amended or renegotiated to comply with the Second Circuit decision.
There can be no assurance, however, that the settlement will be successfully renegotiated to comply with the Second Circuits ruling, and then subsequently approved. If the renegotiation and approval of the settlement fails, we intend to defend
the lawsuit vigorously. Because of the inherent uncertainty of litigation, however, we cannot predict its outcome. If, as a result of this dispute, we are required to pay significant monetary damages, our business could be substantially harmed.

8. Stockholders Equity

Common Stock

On March 4, 2002, our Board declared a dividend of one right for each share of our common stock issued and outstanding at the
close of business on March 16, 2002. One right also attaches to each share of our common stock issued subsequent to March 16, 2002. The rights become exercisable to purchase one one-thousandth of a share of new Series A Preferred Stock
(Series A), at $115.00 per right, when a person or entity acquires 15 percent or more of our common stock or announces a tender offer which could result in such a person or entity owning 15 percent or more of our common stock. Each one
one-thousandth of a share of the Series A has terms designed to make it substantially the economic equivalent of one share of our common stock. Prior to a person or entity acquiring 15 percent, the rights can be redeemed for $0.001 each by action of
our Board. Under certain circumstances, if a person or entity acquires 15 percent or more of our common stock, the rights permit our stockholders other than the acquirer to purchase our common stock having a market value of twice the exercise price
of the rights, in lieu of the Series A. Alternatively, when the rights become exercisable, the Board may authorize the issuance of one share of our common stock in exchange for each right that is then exercisable. In addition, in the event of
certain business combinations, the rights permit the purchase of the common stock of an acquirer at a 50 percent discount. Rights held by the acquirer will become null and void in both cases. The rights expire on March 3, 2012. On June 30,
2007, 53,697,844 rights were outstanding.

2007 Incentive Compensation Program

During the first quarter of 2007, our Board of Directors approved an annual incentive compensation program for fiscal year 2007 (2007 Program) covering
executive officers and providing for incentive compensation, to the extent any such compensation is earned, to be paid 35% in cash and 65% through the performance vesting of restricted stock units under the 2000 Stock Plan based upon a stock price
of $5.00 per share. An aggregate of 197,600 restricted stock units were awarded under the 2007 Program with a grant date fair value of $4.43 per share. The 2007 Program also provides for the payment of cash awards to certain employees to the extent
any such compensation is earned. The amount of cash to be paid and number of total restricted stock units that ultimately vest and result in the issuance of underlying shares are calculated based on certain scoring factors, as defined in the 2007
Program, including net revenue and adjusted profitability for 2007. Any cash compensation earned will be paid during the first quarter of 2008. The vesting of the restricted stock units will be determined and the issuance of the underlying shares
will occur during the first quarter of 2008. Any portion of the restricted stock units that do not vest will immediately be forfeited and returned to the 2000 Stock Plan. During the second quarter and first half of 2007, stock-based compensation
expense recognized under the 2007 Program was $0.2 million and $0.4 million, respectively. During the second quarter and first half of 2007, we recognized $0.5 million and $0.8 million, respectively, relating to cash awards for executive officers
and certain employees under the 2007 Program.



15



---

##### Table of Contents

Share-Based Awards

During the second quarter of 2007, we granted our employees approximately 1.8 million stock options with exercise prices from $4.22 to $4.73 per share. In addition, we granted certain members of management
approximately 273,000 restricted stock units. The restricted stock units and the majority of the stock options were granted in conjunction with our annual review of all employee compensation and generally vest in two tranches in May 2010 and May
2011, respectively. The weighted-average grant date fair value of the stock options granted during the second quarter of 2007 was approximately $2.39 per share using the Black-Scholes-Merton option-pricing formula. The weighted-average grant date
fair value of the restricted stock units granted during the second quarter of 2007 was approximately $4.53 per share. No share-based awards were issued in conjunction with our annual review of all employee compensation in 2006 due to the Audit
Committees investigation into past stock option grant practices.

Stock-based Compensation

Effective January 1, 2006, we adopted the fair value recognition provisions of SFAS No. 123(R) for all share-based payment awards to employees
and directors including employee stock options, restricted stock units and employee stock purchases related to our employee stock purchase plan. The following table summarizes the allocation of stock-based compensation expense under SFAS
No. 123(R) (in thousands):



|                                                                      |  |                             |       |                           |   |       |  |      |       |  |   |      
|--------------------------------------------------------------------- |  | --------------------------- | ----- | ------------------------- | - | ----- |  | ---- | ----- |  | - | -----
|                                                                      |  | Three Months Ended June 30, |       | Six Months Ended June 30,
|                                                                      |  | 2007                        |       | 2006                      |   | 2007  |  | 2006
|Cost of revenue                                                       |  | $                           | 11    |                           | $ | 12    |  | $    | 21    |  | $ | 25   
|                                                                      |  |                             |       |                          
|Research and development                                              |  |                             | 555   |                           |   | 634   |  |      | 1,209 |  |   | 1,231
|Selling, general and administrative                                   |  |                             | 984   |                           |   | 858   |  |      | 1,776 |  |   | 1,656
|                                                                      |  |                             |       |                           |   |       |  |      |       |  |   |      
|Total stock-based compensation expense included in operating expenses |  | $                           | 1,539 |                           | $ | 1,492 |  | $    | 2,985 |  | $ | 2,887
|                                                                      |  |                             |       |                           |   |       |  |      |       |  |   |      
|Total stock-based compensation expense                                |  | $                           | 1,550 |                           | $ | 1,504 |  | $    | 3,006 |  | $ | 2,912
|                                                                      |  |                             |       |                           |   |       |  |      |       |  |   |      

At June 30, 2007, the balance of unearned stock-based compensation to be expensed in future
periods related to unvested share-based awards, as adjusted for expected forfeitures and excluding the restricted stock units awarded under the 2007 Program described above, was approximately $10.9 million. The weighted-average period over
which the unearned stock-based compensation is expected to be recognized is approximately 2.0 years. We anticipate that we will grant additional share-based awards to employees in the future, which will increase the stock-based compensation expense
by the additional unearned compensation resulting from these grants. The fair value of these grants is not included in the amount above, as the impact of these grants cannot be predicted at this time because it will depend on the number of
share-based payments granted. As we currently anticipate that a portion of the restricted stock units will ultimately vest, these awards will continue to impact stock-based compensation expense. In addition, if factors change and we employ different
assumptions in the application of SFAS No. 123(R) in future periods, the stock-based compensation expense that we record under SFAS No. 123(R) may differ significantly from what we have recorded in the current period.

9. Geographic Information and Significant Customers

Our corporate headquarters and principal design center are located in Plano, Texas. We have other sales offices and design centers in the United States and other worldwide locations. Net income from foreign operations totaled $0.4 million
and $0.3 million for the second quarter of 2007 and 2006, respectively. Net income from foreign operations totaled $0.8 million and $0.9 million for the first half of 2007 and 2006, respectively. Net revenue by geographical area as derived from
shipments to customer locations is summarized below (in thousands):



|                  |  |                             |        |                           |   |        |  |      |        |  |   |       
|----------------- |  | --------------------------- | ------ | ------------------------- | - | ------ |  | ---- | ------ |  | - | ------
|                  |  | Three Months Ended June 30, |        | Six Months Ended June 30,
|                  |  | 2007                        |        | 2006                      |   | 2007   |  | 2006
|North America     |  | $                           | 9,153  |                           | $ | 6,303  |  | $    | 17,033 |  | $ | 12,066
|Europe            |  |                             | 5,449  |                           |   | 2,866  |  |      | 9,082  |  |   | 5,699 
|Asia Pacific      |  |                             | 10,050 |                           |   | 9,976  |  |      | 18,300 |  |   | 16,904
|Other             |  |                             | 114    |                           |   | 25     |  |      | 149    |  |   | 26    
|                  |  |                             |        |                           |   |        |  |      |        |  |   |       
|Total net revenue |  | $                           | 24,766 |                           | $ | 19,170 |  | $    | 44,564 |  | $ | 34,695
|                  |  |                             |        |                           |   |        |  |      |        |  |   |       



16



---

##### Table of Contents

Net revenue derived from shipments to customer locations in countries exceeding 10% of total net revenues
were as follows:



|                            |  |                             |   |  |                           |   |  |      |   |  |      |  
|--------------------------- |  | --------------------------- | - |  | ------------------------- | - |  | ---- | - |  | ---- | -
|                            |  | Three Months Ended June 30, |   |  | Six Months Ended June 30, |  
|                            |  | 2007                        |   |  | 2006                      |   |  | 2007 |   |  | 2006 |  
|United States               |  | 36                          | % |  | 31                        | % |  | 37   | % |  | 33   | %
|China (including Hong Kong) |  | 30                          | % |  | 28                        | % |  | 28   | % |  | 26   | %
|Germany                     |  | 10                          | % |  |                           |   |  | 11   | % |  | 10   | %
|Taiwan                      |  |                             |   |  | 10                        | % |  |      |   |  | 10   | %

Sales to our significant customers, including sales to their respective manufacturing
subcontractors, as a percentage of net revenue were as follows:



|                                              |  |                             |   |  |                           |   |  |      |   |  |      |  
|--------------------------------------------- |  | --------------------------- | - |  | ------------------------- | - |  | ---- | - |  | ---- | -
|                                              |  | Three Months Ended June 30, |   |  | Six Months Ended June 30, |  
|                                              |  | 2007                        |   |  | 2006                      |   |  | 2007 |   |  | 2006 |  
|Cisco/Scientific-Atlanta (a Cisco company)(1) |  | 35                          | % |  | 19                        | % |  | 33   | % |  | 21   | %
|Asustek Computer(2)                           |  | 21                          | % |  | 18                        | % |  | 20   | % |  | 16   | %
|Arkian(3)                                     |  |                             |   |  | 11                        | % |  |      |   |  |      |  
|Ten largest customers(4)                      |  | 85                          | % |  | 81                        | % |  | 84   | % |  | 75   | %

---

|(1) | Cisco Systems, Inc. (Cisco) completed its acquisition of Scientific-Atlanta on February 27, 2006.
No revenue was generated from Cisco, excluding Scientific-Atlanta, in the second quarter of 2007. Net revenue generated from Cisco, excluding Scientific-Atlanta, was insignificant in the first half of 2007. No revenue was generated from Cisco,
excluding Scientific-Atlanta, in the second quarter and first half of 2006.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Primarily for the benefit of ARRIS.
|--- | -----------------------------------

|(3) | Primarily for the benefit of LG Electronics.
|--- | --------------------------------------------

|(4) | Includes respective manufacturing subcontractors.
|--- | -------------------------------------------------

The locations of property and equipment are summarized below (in thousands):



|                             |  |               |       |                   |   |      
|---------------------------- |  | ------------- | ----- | ----------------- | - | -----
|                             |  | June 30, 2007 |       | December 31, 2006
|North America                |  | $             | 2,618 |                   | $ | 2,870
|Europe                       |  |               | 902   |                   |   | 1,009
|Asia Pacific                 |  |               | 541   |                   |   | 396  
|                             |  |               |       |                   |   |      
|Total property and equipment |  | $             | 4,061 |                   | $ | 4,275
|                             |  |               |       |                   |   |      



17



---

##### Table of Contents

|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

Caution Regarding Forward-Looking Statements

All statements included or incorporated by reference in
this Quarterly Report on Form 10-Q, other than statements of historical fact, are forward-looking statements. These forward-looking statements are based upon our current expectations, estimates and projections about our business and our industry,
and reflect our beliefs and assumptions based upon information available to us as of the date of this report and are therefore subject to change. In some cases, you can identify these statements by words such as if, may,
might, will, should, could, would, expects, plans, anticipates, believes, estimates, predicts, potential,
continue, and other similar terms. These forward-looking statements include, but are not limited to, projections and assessments relating to our future financial performance and our anticipated growth, our accounting estimates,
assumptions and judgments, the demand for our products, descriptions of our strategies, our product and market development plans, the trends we anticipate in our business and the markets in which we operate, the competitive nature and anticipated
growth of those markets, our dependence on a few key customers for a substantial portion of our net revenue, our ability to continue to successfully partner with strategic demodulator partners, our ability to successfully address new markets where
competition is intense, our ability to enter into any agreement with the IRS to settle certain issues related to our stock option investigation and our ability to defend pending and future litigation.

We caution readers that the forward-looking statements in this Quarterly Report on Form 10-Q are predictions based on our current expectations about
future events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Our actual results, performance or achievements could differ materially
and adversely from those expressed or implied by any forward-looking statements as a result of various factors, some of which are described under the caption Part II, Item 1A. Risk Factors below and in our other filings with the
United States Securities and Exchange Commission (SEC). We caution readers not to rely on these forward-looking statements, which reflect managements analysis only as of the date of this Quarterly Report on Form 10-Q. These forward-looking
statements speak only as of the date of this Quarterly Report. We undertake no obligation to revise or update any forward-looking statement for any reason, except as otherwise required by law.

NOTE: For a more complete understanding of our financial condition and results of operations, and some of the risks that could affect our future results,
see Risk Factors in Part II, Item 1A., which describes some of the important risk factors that may affect our business, results of operations and financial condition. 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 make an investment in our stock. You should also read Quantitative and Qualitative Disclosures About Market Risk in Part I, Item 3.

You should also read the following discussion and analysis in conjunction with our Unaudited Consolidated Financial Statements and related
Notes in Part I, Item 1., Financial Statements.

OVERVIEW

Microtune, Inc. was incorporated in 1996. We design and market radio frequency (RF) integrated circuits (ICs) and subsystem module solutions for the
cable, digital television (DTV) and automotive electronics markets. Our tuner, amplifier and upconverter products permit the delivery, reception and exchange of broadband video, audio and data using terrestrial (off-air) and/or cable communications
systems. Our products enable or target various consumer electronics, broadband communications and automotive electronics applications or devices, including cable television set-top boxes; high-speed voice and data cable modems; car audio, video and
antenna amplifier systems; digital/analog televisions, including high-definition televisions; personal computer television (PC/TV) multimedia products; and mobile (handheld) televisions. We sell our products to original equipment manufacturers
(OEMs) and original design manufacturers (ODMs) who sell devices and applications to consumers or service providers within the cable, digital television and automotive electronics markets. We operate Microtune as a single business unit or reportable
operating segment serving our target markets.

The cable, digital television and automotive electronics markets are intensely competitive
and historically have seen rapid changes in demand. Certain applications, such as PC/TV, within our target markets can be characterized as having short product life cycles due to rapid technological changes, which can result in rapidly decreasing
average selling prices (which we attempt to address with our product cost reduction efforts) or rapid turnover in design wins. The volatility of demand within our target markets makes it difficult for us to identify and discuss business trends or to
predict future results.

Today, our products are marketed principally to OEMs and ODMs in the following markets:



| |  |  | Cable
| | - |  | -----



18



---

##### Table of Contents

Products targeted to this market send and/or receive cable broadband signals. These products include
tuners used in consumer premise equipment (CPE), including high-speed voice and data cable modems, digital cable set-top boxes, and hybrid analog/digital cable set-top boxes; upconverter modules and chipsets used in headend modulators; and RF
amplifiers used to send and receive signals between the cable headend and CPE.



| |  |  | Digital Television
| | - |  | ------------------

Products
targeted to this market receive digital terrestrial signals. These products are designed for use in consumer electronics devices such as mobile (handheld) televisions; integrated digital television (IDTV) sets; digital terrestrial set-top converter
boxes; satellite receivers that include one or more terrestrial tuners used to receive local high-definition television broadcasts; VCRs; portable DVD players; digital personal video recorders (DVRs); DVD recorders and PC/TV multimedia products,
including both USB and PCI or PCI Express OEM and add-on devices.



| |  |  | Automotive Electronics
| | - |  | ----------------------

This
market includes products targeted for mobile automotive and airline environments, including automobile and airline in-flight entertainment systems. Our automotive electronics products range from components for traditional AM/FM radios (including
tuners and in-glass antenna amplifiers) to components for emerging entertainment applications, including in-car television, in-flight video, digital radio, such as digital audio broadcast, and HD radio.

We monitor and analyze a number of key performance indicators in order to manage our business and evaluate our financial and operating performance. Those
indicators include:



| |  |  | Net Revenue: Our net revenue is generated principally by sales of our integrated circuits and subsystem module products directly to OEMs and ODMs who sell
devices or applications to consumers or service providers within the cable, digital television and automotive electronics markets. The devices or applications that our customers produce include cable television set-top boxes; high-speed voice and
data cable modems; car audio, video and antenna amplifier systems; digital/analog televisions, including HDTVs; PC/TV multimedia products; and mobile (handheld) televisions. We also market and sell to third-party manufacturers and to distributors
who sell directly to the OEMs and ODMs. The majority of our net revenues are generated through the efforts of our sales organization. However, we generated approximately 8% and 25% of our net revenue from sales made through distributors in the
second quarter of 2007 and 2006, respectively. We generated approximately 10% and 21% of our net revenue from sales made through distributors in the first half of 2007 and 2006, respectively. Our net revenue varies based upon economic and market
conditions in the semiconductor industry and our target markets; the timing, rescheduling or cancellation of significant customer orders; our ability, as well as the ability of our customers, to manage inventory; seasonality in the demand for
consumer products into which our products are incorporated; and large orders placed by our key customers. These factors may cause our quarterly and yearly net revenue to fluctuate significantly, which makes it difficult for us to discuss revenue
trends or to predict future results. We expect these fluctuations will continue in the future. We analyze trends in total net revenue and we attempt to analyze total net revenue trends by market, which is limited due to our lack of visibility into
customers and/or applications, as described above. We also analyze revenue from key customers, focusing on our ten-percent customers, and aggregate net revenue from our top ten customers.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Cost of Revenue and Gross Margin: Cost of revenue includes the cost of subcontracted materials, IC assembly, final test, factory labor and overhead, shipping
of materials, shipping costs to customers, customs expenses, warranty costs, production employee expenses and inventory charges or benefits relating to excess or obsolete inventory. We also report expenses for the depreciation of our test and
handling equipment and logistics in cost of revenue. Significant items impacting cost of revenue include our product mix and volumes of product sales; the position of our products in their respective life cycles; the effects of competitive pricing
programs; manufacturing costs; fluctuations in direct product costs such as wafer pricing and assembly, packaging and testing costs, and overhead costs; and provisions for excess or obsolete inventory. Stock-based compensation expense recorded in
cost of revenue under SFAS No. 123(R) is insignificant, and is expected to continue to be insignificant as we use third-party contract manufacturers to produce the majority of our products enabling us to employ a limited number of production
employees. Our cost of revenue may increase due to price fluctuations and cyclical demand and we may not be able to pass this increase on to our customers, which makes it difficult for us to determine if cost of revenue and gross margin trends will
continue or to predict future results. We analyze absolute gross margin dollars and gross margin percentage. We also analyze the key drivers of gross margin, namely typical selling price trends and the components of cost of revenue. The typical
selling price of our tuner ICs ranges generally from $2 to $2.50 for volume purchases. The typical selling price of our subsystem module products ranges generally from $6 to $25. In 2007, we expect the average selling price of our products to
decrease somewhat; however, more significant decreases, should they occur, could have a material adverse effect on our gross margins, financial condition and results of operations.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



19



---

##### Table of Contents

| |  |  | Operating Expenses: Operating expenses are substantially driven by personnel-related expenses, including cash and stock-based compensation expense, lab
supplies, training and prototype materials, professional fees and insurance expenses. Beginning January 1, 2006, stock-based compensation is recorded in operating expenses in accordance with
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | SFAS No. 123(R) and resulted in a material charge each period as the majority of our employees are classified in this category. We analyze trends in the absolute dollar value and
percentage of net revenue for research and development and selling, general and administrative expenses. We also analyze the underlying expense inputs of significant operating expenses.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Other Income and Expense: We analyze the individual components of other income and expense. We also analyze interest income and the rate of return earned on
our cash and cash equivalents and short-term investments.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Liquidity and Cash Flows: Our cash flows are primarily driven by our cash operating results and sales of short-term investments. The primary source of our
liquidity is our cash and cash equivalents and short-term investments. From period to period, we experience fluctuations in various items, including our working capital accounts, capital expenditures and proceeds from the exercise of employee stock
options and shares purchased under our employee stock purchase program.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Balance Sheet: We view cash and cash equivalents, short-term investments, accounts receivable, days sales outstanding, inventory, inventory turns, and
working capital as important indicators of our financial health.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

RESULTS OF OPERATIONS

The following table shows certain data from our consolidated statements of operations expressed as a percentage of net revenue:



|                                                |  |                             |   |  |                           |   |  |      |   |  |      |  
|----------------------------------------------- |  | --------------------------- | - |  | ------------------------- | - |  | ---- | - |  | ---- | -
|                                                |  | Three Months Ended June 30, |   |  | Six Months Ended June 30, |  
|                                                |  | 2007                        |   |  | 2006                      |   |  | 2007 |   |  | 2006 |  
|Net revenue                                     |  | 100                         | % |  | 100                       | % |  | 100  | % |  | 100  | %
|Cost of revenue                                 |  | 48                          |   |  | 50                        |   |  | 49   |   |  | 49   |  
|                                                |  |                             |   |  |                           |   |  |      |   |  |      |  
|Gross margin                                    |  | 52                          |   |  | 50                        |   |  | 51   |   |  | 51   |  
|Operating expenses:                             |  |                             |   |  |                           |   |  |      |   |  |      |  
|Research and development                        |  | 24                          |   |  | 28                        |   |  | 26   |   |  | 29   |  
|Selling, general and administrative             |  | 24                          |   |  | 26                        |   |  | 29   |   |  | 28   |  
|                                                |  |                             |   |  |                           |   |  |      |   |  |      |  
|Total operating expenses                        |  | 48                          |   |  | 54                        |   |  | 55   |   |  | 57   |  
|                                                |  |                             |   |  |                           |   |  |      |   |  |      |  
|Income (loss) from operations                   |  | 4                           |   |  | (4                        | ) |  | (4   | ) |  | (6   | )
|Other income (expense)                          |  | 5                           |   |  | 5                         |   |  | 5    |   |  | 6    |  
|                                                |  |                             |   |  |                           |   |  |      |   |  |      |  
|Income (loss) before provision for income taxes |  | 9                           |   |  | 1                         |   |  | 1    |   |  | 0    |  
|Income tax expense                              |  |                            |   |  |                          |   |  |     |   |  |     |  
|                                                |  |                             |   |  |                           |   |  |      |   |  |      |  
|Net income (loss)                               |  | 9                           | % |  | 1                         | % |  | 1    | % |  | 0    | %
|                                                |  |                             |   |  |                           |   |  |      |   |  |      |  



20



---

##### Table of Contents

COMPARISON OF THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2007 AND 2006

Net Revenue

The following table presents net revenue
from each of our product types in the second quarter and first half of 2007 as compared to the second quarter and first half of 2006 (in thousands):



|                  |  |                             |        |      |                           |        |  |          |       |  |       |   |      |   |        |  |   |          |  |   |       |   |  |       |  
|----------------- |  | --------------------------- | ------ | ---- | ------------------------- | ------ |  | -------- | ----- |  | ----- | - | ---- | - | ------ |  | - | -------- |  | - | ----- | - |  | ----- | -
|                  |  | Three Months Ended June 30, |        |      | Six Months Ended June 30, |       
|                  |  | 2007                        |        | 2006 |                           | Change |  | % Change |       |  | 2007  |   | 2006 |   | Change |  |   | % Change | 
|Silicon           |  | $                           | 19,686 |      | $                         | 15,432 |  | $        | 4,254 |  | 27.6  | % |      | $ | 34,907 |  | $ | 26,832   |  | $ | 8,075 |   |  | 30.1  | %
|Modules           |  |                             | 5,033  |      |                           | 3,716  |  |          | 1,317 |  | 35.4  |   |      |   | 9,530  |  |   | 7,535    |  |   | 1,995 |   |  | 26.5  |  
|Other             |  |                             | 47     |      |                           | 22     |  |          | 25    |  | 113.6 |   |      |   | 127    |  |   | 328      |  |   | (201  | ) |  | (61.3 | )
|                  |  |                             |        |      |                           |        |  |          |       |  |       |   |      |   |        |  |   |          |  |   |       |   |  |       |  
|Total net revenue |  | $                           | 24,766 |      | $                         | 19,170 |  | $        | 5,596 |  | 29.2  | % |      | $ | 44,564 |  | $ | 34,695   |  | $ | 9,869 |   |  | 28.4  | %
|                  |  |                             |        |      |                           |        |  |          |       |  |       |   |      |   |        |  |   |          |  |   |       |   |  |       |  

The increase in net revenue in the second quarter and first half of 2007 as compared to the second
quarter and first half of 2006 was primarily the result of increased shipments of silicon tuner products for the cable market, partially offset by decreased shipments of silicon tuner products for the digital television market and silicon amplifier
products for the cable market. We estimate that approximately $0.5 million of the increase in net revenue from silicon tuner products for the cable market in the second quarter and first half of 2007 as compared to the second quarter and first half
of 2006 was the result of additional shipments to customers in anticipation of the July 1, 2007 Federal Communications Commission deadline for the implementation of separable security CableCards for cable set-top boxes. An increase in shipments
of module products for the automotive electronics market also contributed to the increase in net revenue in the second quarter and first half of 2007 as compared to the second quarter and first half of 2006. Silicon tuner unit shipments increased
approximately 53% in the second quarter of 2007 from the second quarter of 2006 and approximately 57% in the first half of 2007 from the first half of 2006, primarily in the cable market. Silicon amplifier unit shipments decreased approximately 71%
in the second quarter of 2007 from the second quarter of 2006 and approximately 63% in the first half of 2007 from the first half of 2006, primarily in the cable market, due to the integration of its functionality into one of our partners
demodulator products. Module unit shipments increased approximately 24% in the second quarter of 2007 from the second quarter of 2006 and approximately 11% in the first half of 2007 from the first half of 2006. We expect net revenues to grow
approximately 30% in 2007 as compared to 2006, primarily driven by growth from the cable market, and to a lesser extent the automotive electronics market.

Sales to our significant customers, including sales to their respective manufacturing subcontractors, as a percentage of net revenue were as follows:



|                                              |  |                             |   |  |                           |   |  |      |   |  |      |  
|--------------------------------------------- |  | --------------------------- | - |  | ------------------------- | - |  | ---- | - |  | ---- | -
|                                              |  | Three Months Ended June 30, |   |  | Six Months Ended June 30, |  
|                                              |  | 2007                        |   |  | 2006                      |   |  | 2007 |   |  | 2006 |  
|Cisco/Scientific-Atlanta (a Cisco company)(1) |  | 35                          | % |  | 19                        | % |  | 33   | % |  | 21   | %
|Asustek Computer(2)                           |  | 21                          | % |  | 18                        | % |  | 20   | % |  | 16   | %
|Arkian(3)                                     |  |                             |   |  | 11                        | % |  |      |   |  |      |  
|Ten largest customers(4)                      |  | 85                          | % |  | 81                        | % |  | 84   | % |  | 75   | %

---

|(1) | Cisco Systems, Inc. (Cisco) completed its acquisition of Scientific-Atlanta on February 27, 2006.
No revenue was generated from Cisco, excluding Scientific-Atlanta, in the second quarter of 2007. Net revenue generated from Cisco, excluding Scientific-Atlanta, was insignificant in the first half of 2007. No revenue was generated from Cisco,
excluding Scientific-Atlanta, in the second quarter and first half of 2006.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Primarily for the benefit of ARRIS.
|--- | -----------------------------------

|(3) | Primarily for the benefit of LG Electronics.
|--- | --------------------------------------------

|(4) | Includes respective manufacturing subcontractors.
|--- | -------------------------------------------------

In the second quarter of 2007 and 2006, we recognized 1% and 10%, respectively, of our net revenue upon receipt of payment. In the first half of 2007 and
2006, we recognized 1% and 7%, respectively, of our net revenue upon receipt of payment.



21



---

##### Table of Contents

Cost of Revenue and Gross Margin

The following table presents cost of revenue and gross margin in the second quarter and first half of 2007 as compared to the second quarter and first half of 2006 (in thousands):



|                |  |                             |        |   |                           |   |       |        |  |          |          |  |      |   |  |      |        |   |        |   |          |   |  |   |            |  |      |  
|--------------- |  | --------------------------- | ------ | - | ------------------------- | - | ----- | ------ |  | -------- | -------- |  | ---- | - |  | ---- | ------ | - | ------ | - | -------- | - |  | - | ---------- |  | ---- | -
|                |  | Three Months Ended June 30, |        |   | Six Months Ended June 30, |  
|                |  | 2007                        |        |   | 2006                      |   |       | Change |  | % Change |          |  | 2007 |   |  | 2006 |        |   | Change |   | % Change |  
|Cost of Revenue |  | $                           | 11,987 |   |                           | $ | 9,623 |        |  | $        | 2,364    |  | 24.6 | % |  | $    | 21,932 |   |        | $ | 17,029   |   |  | $ | 4,903      |  | 28.8 | %
|Gross Margin    |  |                             | 12,779 |   |                           |   | 9,547 |        |  |          | 3,232    |  | 33.9 | % |  |      | 22,632 |   |        |   | 17,666   |   |  |   | 4,966      |  | 28.1 | %
|Gross Margin %  |  |                             | 51.6   | % |                           |   | 49.8  | %      |  |          | 1.8 pts. |  |      |   |  |      | 50.8   | % |        |   | 50.9     | % |  |   | (0.1) pts. |  |      |  

Gross margin increased in the second quarter of 2007 as compared to the second quarter of 2006
primarily due to an approximate $5.6 million increase in net revenue and to a lesser extent a 1.8 point increase in gross margin percentage. Gross margin percentage in the second quarter of 2007 as compared to the second quarter of 2006 was
positively impacted by a change in the product mix of our silicon tuner products for the cable market and to a lesser extent our module products for the automotive electronics market. As a partial offset, gross margin percentage in the second
quarter of 2007 as compared to the second quarter of 2006 was negatively impacted by a change in the product mix of our silicon tuner products for the digital television market and changes in the inventory valuation allowance. We expect our gross
margin percentage for the remainder of 2007 to be approximately 50%, the percentage achieved in recent periods.

Gross margin increased in
the first half of 2007 as compared to the first half of 2006 primarily due to an approximate $9.9 million increase in net revenue. Gross margin percentage in the first half of 2007 as compared to the first half of 2006 was negatively impacted by a
change in the product mix of our silicon tuner products for the digital television market and changes in the inventory valuation allowance. Gross margin percentage in the first half of 2007 as compared to the first half of 2006 was positively
impacted by a change in the product mix of our silicon tuner products for the cable market and to a lesser extent our module products for the automotive electronics market.

Our cost of revenue for the second quarter of 2007 and 2006 did not include approximately $0.2 million and $0.2 million, respectively, of costs relating
to the sale of inventory which had previously been written-off as excess. The net impact of changes in the inventory valuation allowances for the second quarter of 2007 and 2006 was a charge (benefit) to cost of revenue of approximately $0.2 million
and $(0.1) million, respectively. Cost of revenue for the second quarter of 2007 included charges of $0.1 million for non-cancelable inventory purchase obligations to subcontractors for inventories determined to be excess compared to current
inventory levels and current demand forecasts. Charges for non-cancelable inventory purchase obligations to subcontractors for inventories determined to be excess compared to current inventory levels and current demand forecasts were insignificant
for the second quarter of 2006.

Our cost of revenue for the first half of 2007 and 2006 did not include approximately $0.3 million and
$0.6 million, respectively, of costs relating to the sale of inventory which had previously been written-off as excess. The net impact of changes in the inventory valuation allowances for the first half of 2007 and 2006 was a charge (benefit) to
cost of revenue of approximately $0.4 million and $(0.4) million, respectively. Cost of revenue for the first half of 2007 and 2006 included charges of $0.3 million and $0.1 million, respectively, for non-cancelable inventory purchase obligations to
subcontractors for inventories determined to be excess compared to current inventory levels and current demand forecasts.

Stock-Based Compensation

Effective January 1, 2006, we adopted the fair value recognition provisions of SFAS No. 123(R) for all share-based
payment awards to employees and directors including employee stock options, restricted stock units and employee stock purchases related to our employee stock purchase plan. The following table summarizes the allocation of stock-based compensation
expense under SFAS No. 123(R) (in thousands):



|                                                                      |  |                             |       |                           |   |       |  |      |       |  |   |      
|--------------------------------------------------------------------- |  | --------------------------- | ----- | ------------------------- | - | ----- |  | ---- | ----- |  | - | -----
|                                                                      |  | Three Months Ended June 30, |       | Six Months Ended June 30,
|                                                                      |  | 2007                        |       | 2006                      |   | 2007  |  | 2006
|Cost of revenue                                                       |  | $                           | 11    |                           | $ | 12    |  | $    | 21    |  | $ | 25   
|                                                                      |  |                             |       |                          
|Reseach and development                                               |  |                             | 555   |                           |   | 634   |  |      | 1,209 |  |   | 1,231
|Selling, general and administrative                                   |  |                             | 984   |                           |   | 858   |  |      | 1,776 |  |   | 1,656
|                                                                      |  |                             |       |                           |   |       |  |      |       |  |   |      
|Total stock-based compensation expense included in operating expenses |  | $                           | 1,539 |                           | $ | 1,492 |  | $    | 2,985 |  | $ | 2,887
|                                                                      |  |                             |       |                           |   |       |  |      |       |  |   |      
|Total stock-based compensation expense                                |  | $                           | 1,550 |                           | $ | 1,504 |  | $    | 3,006 |  | $ | 2,912
|                                                                      |  |                             |       |                           |   |       |  |      |       |  |   |      



22



---

##### Table of Contents

Operating Expenses

The following table presents operating expenses for the second quarter and first half of 2007 as compared to the second quarter and first half of 2006 (in thousands):



|                                    |  |                             |        |      |                           |        |  |          |       |  |      |   |      |   |        |  |          |        |  |   |       |  |      |  
|----------------------------------- |  | --------------------------- | ------ | ---- | ------------------------- | ------ |  | -------- | ----- |  | ---- | - | ---- | - | ------ |  | -------- | ------ |  | - | ----- |  | ---- | -
|                                    |  | Three Months Ended June 30, |        |      | Six Months Ended June 30, |       
|                                    |  | 2007                        |        | 2006 |                           | Change |  | % Change |       |  | 2007 |   | 2006 |   | Change |  | % Change |       
|Research and development            |  | $                           | 5,819  |      | $                         | 5,343  |  | $        | 476   |  | 8.9  | % |      | $ | 11,669 |  | $        | 10,144 |  | $ | 1,525 |  | 15.0 | %
|Selling, general and administrative |  |                             | 6,043  |      |                           | 5,025  |  |          | 1,018 |  | 20.3 |   |      |   | 12,659 |  |          | 9,666  |  |   | 2,993 |  | 31.0 |  
|                                    |  |                             |        |      |                           |        |  |          |       |  |      |   |      |   |        |  |          |        |  |   |       |  |      |  
|Total operating expenses            |  | $                           | 11,862 |      | $                         | 10,368 |  | $        | 1,494 |  | 14.4 | % |      | $ | 24,328 |  | $        | 19,810 |  | $ | 4,518 |  | 22.8 | %
|                                    |  |                             |        |      |                           |        |  |          |       |  |      |   |      |   |        |  |          |        |  |   |       |  |      |  

Research and Development

Our research and development expenses consist primarily of personnel-related expenses, lab supplies, training and prototype materials. To date, we have
expensed all of our research and development costs in the period incurred as our process for developing our products has been essentially completed concurrently with the establishment of technological feasibility. Research and development efforts
currently are focused primarily on development of our next generation of RF products.

The increase in research and development expenses in
the second quarter of 2007 as compared to the second quarter of 2006 was primarily the result of an increase in personnel-related expenses resulting from increased average headcount of approximately 14% and charges related to the fiscal year 2007
annual incentive compensation program discussed below, partially offset by a decrease in prototyping expenses for new silicon projects due to the timing of these expenditures. Stock-based compensation expense related to research and development was
approximately $0.6 million and $0.6 million in the second quarter of 2007 and 2006, respectively. We expect research and development expenses to grow approximately 15% to 18% in 2007 as compared to 2006, as we intend to increase the number of RF and
technical personnel and increase spending on new product development.

The increase in research and development expenses in the first half
of 2007 as compared to the first half of 2006 was primarily the result of an increase in personnel-related expenses resulting from increased average headcount of approximately 17% and charges related to the fiscal year 2007 annual incentive
compensation program discussed below. Stock-based compensation expense related to research and development was approximately $1.2 million and $1.2 million in the first half of 2007 and 2006, respectively.

We remain committed to significant research and development efforts to extend our technology leadership in the markets in which we operate. Currently, we
hold 71 issued United States utility patents and have 35 additional United States patent applications pending. Our issued United States patents begin to expire in 2015. Our patents generally cover various aspects of our RF and analog technologies at
the broad architectural, circuit and building-block levels.

Selling, General and Administrative

Selling, general and administrative expenses include our personnel-related expenses for administrative, finance, human resources, sales and marketing,
information technology and legal departments, and include expenditures related to professional fees for accounting and legal, public relations and financial advisors. These expenses also include promotional and marketing costs, sales commissions and
provisions for doubtful accounts.

The increase in selling, general and administrative expenses in the second quarter of 2007 as compared
to the second quarter of 2006 was due to an increase in legal fees, primarily related to the ongoing derivative litigation, an increase in personnel-related expenses resulting from an average headcount increase of approximately 6% and charges
related to the fiscal year 2007 annual incentive compensation program discussed below. Stock-based compensation expense related to selling, general and administrative expense was $1.0 million and $0.9 million in the second quarter of 2007 and 2006,
respectively. The results in the second quarter of 2007 included charges of $0.4 million related to professional fees incurred to



23



---

##### Table of Contents

defend the ongoing derivative litigation. See Part II, Item 1. Legal Proceedings. We expect selling, general and administrative expenses to
grow approximately 15% to 18% in 2007 as compared to 2006, excluding any future professional fees related to our ongoing legal proceedings and potential charges in excess of our current reserves to resolve certain tax issues related to the Audit
Committees investigation.

The increase in selling, general and administrative expenses in the first half of 2007 as compared to the
first half of 2006 was due to an increase in accounting and legal fees, primarily related to the restatement of our financial statements filed in January 2007, the ongoing derivative litigation, an increase in personnel-related expenses resulting
from an average headcount increase of approximately 4% and charges related to the fiscal year 2007 annual incentive compensation program discussed below. Stock-based compensation expense related to selling, general and administrative expense was
$1.8 million and $1.7 million in the first half of 2007 and 2006, respectively. The results in the first half of 2007 included charges of $1.7 million related to professional fees supporting the restatement of our financial statements filed in
January 2007, the related ongoing derivative litigation and the related inquiry of the SEC. See Part II, Item 1. Legal Proceedings.

Other Income and Expense

Other income and expense consists primarily of interest income from
investments, foreign currency gains and losses and other non-operating income and expenses.

The following table presents other income and
expense for the second quarter and first half of 2007 and 2006 (in thousands):



|                                     |  |                             |       |      |                           |        |  |   |          |   |  |       |   |      |   |        |  |   |          |  |   |     |   |  |       |  
|------------------------------------ |  | --------------------------- | ----- | ---- | ------------------------- | ------ |  | - | -------- | - |  | ----- | - | ---- | - | ------ |  | - | -------- |  | - | --- | - |  | ----- | -
|                                     |  | Three Months Ended June 30, |       |      | Six Months Ended June 30, |       
|                                     |  | 2007                        |       | 2006 |                           | Change |  |   | % Change |   |  | 2007  |   | 2006 |   | Change |  |   | % Change | 
|Interest income                      |  | $                           | 1,187 |      | $                         | 1,004  |  | $ | 183      |   |  | 18.2  | % |      | $ | 2,228  |  | $ | 1,907    |  | $ | 321 |   |  | 16.8  | %
|Foreign currency gains (losses), net |  |                             | 53    |      |                           | 92     |  |   | (39      | ) |  | (42.4 | ) |      |   | 92     |  |   | 151      |  |   | (59 | ) |  | (39.1 | )
|Other                                |  |                             | 19    |      |                           |       |  |   | 19       |   |  | 100.0 |   |      |   | 25     |  |   | 27       |  |   | (2  | ) |  | (7.4  | )
|                                     |  |                             |       |      |                           |        |  |   |          |   |  |       |   |      |   |        |  |   |          |  |   |     |   |  |       |  
|Total other income and expense       |  | $                           | 1,259 |      | $                         | 1,096  |  | $ | 163      |   |  | 14.9  | % |      | $ | 2,345  |  | $ | 2,085    |  | $ | 260 |   |  | 12.5  | %
|                                     |  |                             |       |      |                           |        |  |   |          |   |  |       |   |      |   |        |  |   |          |  |   |     |   |  |       |  

The increase in interest income in the second quarter and first half of 2007 as compared to the
second quarter and first half of 2006 was primarily the result of higher average cash and investment balances and higher average interest rates earned on our investments.

Our functional currency is the United States Dollar. The impact from the re-measurement of accounts not denominated in United States Dollars is recognized currently in our results of operations as a component of
foreign currency gains and losses. Foreign currency gains (losses), net, were primarily a result of exchange rate fluctuations between the United States Dollar and the Euro.

Income Taxes

The following table
presents our provision for income taxes for the second quarter and first half of 2007 and 2006 (in thousands):



|                   |  |                             |     |   |                           |   |      |        |  |   |          |        |  |       |    |  |      |     |   |        |   |        |          |  |   |            |   |  |       |   
|------------------ |  | --------------------------- | --- | - | ------------------------- | - | ---- | ------ |  | - | -------- | ------ |  | ----- | -- |  | ---- | --- | - | ------ | - | ------ | -------- |  | - | ---------- | - |  | ----- | --
|                   |  | Three Months Ended June 30, |     |   | Six Months Ended June 30, |  
|                   |  | 2007                        |     |   | 2006                      |   |      | Change |  |   | % Change |        |  | 2007  |    |  | 2006 |     |   | Change |   |        | % Change | 
|Income tax expense |  | $                           | 43  |   |                           | $ | 129  |        |  | $ | (86      | )      |  | (66.7 | )% |  | $    | 61  |   |        | $ | 159    |          |  | $ | (98        | ) |  | (61.6 | )%
|Effective tax rate |  |                             | 2.0 | % |                           |   | 46.9 | %      |  |   | (44.9    | ) pts. |  |       |    |  |      | 9.4 | % |        |   | (269.5 | )%       |  |   | 278.9 pts. |   |  |       |   

In the second quarter and first half of 2007 and 2006, the effective tax rate differed from the
34% statutory corporate tax rate primarily due to permanent differences, mostly foreign currency remeasurement, changes in valuation allowances and lower foreign income tax rates. The provision for income taxes during second quarter and first half
of 2007 and 2006 consisted of foreign income taxes.

Our income taxes are computed using the asset and liability method of accounting.
Under the asset and liability method, a deferred income tax asset or liability is recognized for estimated future tax effects attributable to temporary differences and carryforwards. The measurement of deferred income tax assets is adjusted by a
valuation allowance, if necessary, to recognize future income tax benefits only to the extent, based on available evidence, it is more likely than not such benefits will be realized. Our deferred income tax assets were fully reserved at
June 30, 2007 and December 31, 2006.



24



---

##### Table of Contents

For United States federal income tax purposes, at December 31, 2006, we had a net operating loss
carryforward of approximately $168.5 million and an unused research and development credit carryforward of approximately $4.4 million, that will begin to expire in 2012. A change in ownership, as defined in Section 382 of the Internal Revenue
Code, may limit utilization of the United States federal net operating loss and research and development credit carryforwards.

Subsequent
to the end of the second quarter of 2006, we agreed with the German tax authorities to fully resolve a then ongoing review and examination relating primarily to the transfer of intellectual property from our German subsidiary to our domestic
operating company in 2001; certain cross-border, intercompany pricing and accounting issues; and the valuation of certain investments in subsidiaries. In resolving these matters, we agreed to pay a nominal amount of income tax and interest, agreed
to a permanent reduction of our loss carryforward for corporate tax purposes of approximately 2.4 million Euros (approximately $3.2 million as of December 31, 2006) and agreed to a temporary reduction of our loss carryforward for
corporate tax purposes of approximately 0.8 million Euros (approximately $1.1 million as of December 31, 2006). Because of our current loss carryforward position in Germany, we do not believe the permanent reduction in our loss
carryforward will impact our income taxes payable until 2010 or later. The temporary reduction in our loss carryforward will be fully recovered by 2015. As our deferred income tax assets are fully reserved, the reductions to our loss carryforward
for corporate income tax purposes in Germany will not impact our current operating results. The income tax liabilities were paid in the first quarter of 2007 and differed from the previously recorded provision by an insignificant amount.

Net Income (Loss)

The following table presents
our net income (loss) for the second quarter and first half of 2007 and 2006 (in thousands):



|                       |  |                             |       |   |                           |   |     |        |  |          |          |  |        |   |  |      |     |   |        |   |          |    |  |   |          |  |       |  
|---------------------- |  | --------------------------- | ----- | - | ------------------------- | - | --- | ------ |  | -------- | -------- |  | ------ | - |  | ---- | --- | - | ------ | - | -------- | -- |  | - | -------- |  | ----- | -
|                       |  | Three Months Ended June 30, |       |   | Six Months Ended June 30, |  
|                       |  | 2007                        |       |   | 2006                      |   |     | Change |  | % Change |          |  | 2007   |   |  | 2006 |     |   | Change |   | % Change |   
|Net income (loss)      |  | $                           | 2,133 |   |                           | $ | 146 |        |  | $        | 1,987    |  | 1361.0 | % |  | $    | 588 |   |        | $ | (218     | )  |  | $ | 806      |  | 369.7 | %
|Percent of net revenue |  |                             | 8.6   | % |                           |   | 0.8 | %      |  |          | 7.8 pts. |  |        |   |  |      | 1.3 | % |        |   | (0.6     | )% |  |   | 1.9 pts. |  |       |  

The increase in net income in the second quarter of 2007 as compared to the second quarter of 2006
was primarily the result of an increase in net revenue, which resulted in an increase of $3.2 million in gross margin, and an increase in interest income, partially offset by an increase in operating expenses, as described above.

The increase in net income in the first half of 2007 as compared to the first half of 2006 was primarily the result of an increase in net revenue, which
resulted in an increase of $5.0 million in gross margin, and an increase in interest income, partially offset by an increase in operating expenses, as described above.

Since inception we have incurred significant losses resulting in an accumulated deficit of approximately $356.8 million as of June 30, 2007. Our operating history and our business risks, including those risks set
forth under the caption Quantitative and Qualitative Disclosures About Market Risk, in Part I, Item 3., and under the caption Risk Factors in Part II, Item 1A., make the prediction of future results of
operations difficult. As a result, we cannot assure you that we will sustain revenue growth or profitability.

We have invested heavily in
research and development of our RF integrated circuits and subsystem module technology. We expect to continue our investment in these areas to further develop our RF products. This investment may include the continued recruitment of RF and analog
integrated circuit designers and systems engineers, and the acquisition of test and development equipment and software development tools for the expansion of our product portfolio. As a result, we may incur substantial losses from operations for the
foreseeable future. Furthermore, there can be no assurance that our research and development efforts will result in the timely development and commercial release of products that achieve market acceptance.

The time lag between product availability and volume shipment can be significant due to the sales process for our products, including customer
qualification of our products. This delay can be from six months to as long as four years, during which we continue to develop our technology. Due to this lengthy product cycle, we may experience significant delays from the time we incur expenses
for research and development, selling, general and administrative efforts, and investments in inventory, to the time we generate corresponding revenue. The rate of new orders may vary significantly from month to month and quarter to quarter. If
anticipated sales or shipments in any quarter do not occur when expected, expenses and inventory levels could be disproportionately high, and our results of operations for that quarter, and potentially future quarters, would be materially and
adversely affected.



25



---

##### Table of Contents

Liquidity and Capital Resources

The following tables present key components of our liquidity and capital resources for the first half of 2007 and 2006 and at June 30, 2007 and December 31, 2006, respectively (in thousands):



|                                              |  |                           |        |   |                  |   |        |        |  |   |          |   |  |       |  
|--------------------------------------------- |  | ------------------------- | ------ | - | ---------------- | - | ------ | ------ |  | - | -------- | - |  | ----- | -
|                                              |  | Six Months Ended June 30, |       
|                                              |  | 2007                      |        |   | 2006             |   |        | Change |  |   | % Change |  
|Operating cash flows                          |  | $                         | 3,102  |   |                  | $ | 812    |        |  | $ | 2,290    |   |  | 282.0 | %
|Investing cash flows                          |  |                           | (2,362 | ) |                  |   | (4,321 | )      |  |   | 1,959    |   |  | 45.3  |  
|Financing cash flows                          |  |                           | 981    |   |                  |   | 1,033  |        |  |   | (52      | ) |  | (5.0  | )
|                                              |  |                           |        |  
|Capital expenditures                          |  |                           | 512    |   |                  |   | 491    |        |  |   | 21       |   |  | 4.3   |  
|                                              |  |                           |        |  
|Days sales outstanding in accounts receivable |  |                           | 38     |   |                  |   | 39     |        |  |   | (1       | ) |  | (2.6  | )
|Inventory turns                               |  |                           | 5.0    |   |                  |   | 4.8    |        |  |   | 0.2      |   |  | 4.2   |  
|                                              |  |                           |        |  
|                                              |  | June 30, 2007             |        |   | December 31,2006 |   |        | Change |  |   | % Change |  
|Cash and cash equivalents                     |  | $                         | 39,823 |   |                  | $ | 38,010 |        |  | $ | 1,813    |   |  | 4.8   | %
|Short-term investments                        |  |                           | 46,600 |   |                  |   | 44,750 |        |  |   | 1,850    |   |  | 4.1   |  
|                                              |  |                           |        |   |                  |   |        |        |  |   |          |   |  |       |  
|Total                                         |  | $                         | 86,423 |   |                  | $ | 82,760 |        |  | $ | 3,663    |   |  | 4.4   | %
|                                              |  |                           |        |   |                  |   |        |        |  |   |          |   |  |       |  
|                                              |  |                           |        |  
|Accounts receivable, net                      |  |                           | 9,481  |   |                  |   | 6,609  |        |  |   | 2,872    |   |  | 43.5  |  
|Inventories                                   |  |                           | 8,729  |   |                  |   | 8,988  |        |  |   | (259     | ) |  | (2.9  | )
|                                              |  |                           |        |  
|Working capital                               |  |                           | 96,413 |   |                  |   | 91,237 |        |  |   | 5,176    |   |  | 5.7   |  

The increase in cash provided by operating activities resulted primarily from an increase in cash
operating results and working capital changes in accounts payable due to the timing of cash receipts and disbursements, partially offset by working capital changes in accounts receivable due to increased net revenue. Cash operating results increased
in the second quarter and first half of 2007 as compared to the second quarter and first half of 2006 due to increased net revenue and interest income, partially offset by increased operating expenses.

In the first half of 2007 and 2006, our primary use of cash from investing activities was the purchase of available-for-sale investments, partially
offset by the sale of available-for-sale investments to achieve higher returns on our investments.

In the first half of 2007 and 2006, our
primary source of cash from financing activities was the exercise of employee stock options and shares purchased under the 2000 Employee Stock Purchase Plan.

We consider highly liquid investments with original maturities of three months or less at date of purchase to be cash equivalents. We generally consider investments with original maturities greater than three months
but less than twelve months to be short-term. In addition, auction-rate securities in established markets, which are available to support current operations, are recorded as short-term due to their liquidity although their contractual maturities are
greater than 10 years. We consider other investments with original maturities greater than twelve months to be long-term. Cash and cash equivalents consist of bank deposits and money market funds. Our investments, which consist of corporate debt
securities and other debt securities issued by United States government and state agencies, including auction-rate securities, are comprised of high-quality securities purchased in accordance with our investment policy. The carrying values of our
investments approximate their fair values. Our investments are reviewed periodically for other-than-temporary impairment. In the aggregate, our cash, cash equivalents and short-term investments increased by approximately $3.7 million during the
first half of 2007 as a result of an increase in cash operating results and changes in working capital. We currently have no long-term debt. See Note 1, Summary of Significant Accounting Policies, to the Notes to Unaudited Consolidated
Financial Statements.

We expect our operating expenses in the foreseeable future, particularly research and development expenses, sales
and marketing expenses, as well as planned capital expenditures, to increase and these expenses could constitute a material use of our cash resources. As a result, our net cash flows will depend heavily on our level of future sales and ability to
manage expenses.



26



---

##### Table of Contents

Future Contractual Commitments

Lease Commitments

In April 2005, we extended our operating lease for our corporate headquarters in
Plano, Texas an additional 10 years reducing the monthly base rent and providing a leasehold improvement allowance. This lease extension also included a brief rent abatement and escalating rent payments and provided for certain rights of early
termination with corresponding penalties. Rent expense is calculated using the straight-line method over the lease term. We lease an administrative, marketing, and research and development facility in Germany under an operating lease with a
twenty-two year term, which began in December 1999. We also lease certain other facilities and equipment under operating leases. Future minimum lease payments required under operating leases as of June 30, 2007 were as follows (in thousands):



|                                    |  |   |      
|----------------------------------- |  | - | -----
|Year Ending December 31,           
|2007                                |  | $ | 594  
|2008                                |  |   | 992  
|2009                                |  |   | 875  
|2010                                |  |   | 874  
|2011                                |  |   | 865  
|Thereafter                          |  |   | 5,766
|                                    |  |   |      
|Total future minimum lease payments |  | $ | 9,966
|                                    |  |   |      

Rent expense for the second quarter of 2007 and 2006 was $0.4 million and $0.3 million,
respectively. Rent expense for the first half of 2007 and 2006 was $0.7 million and $0.6 million, respectively.

Purchase Commitments

As of July 20, 2007, we had approximately $15.5 million of cancelable and non-cancelable purchase commitments outstanding with our vendors. These
commitments were entered into in the normal course of business.

Other Commitments

In June 2007, we renewed our license agreement for engineering software used to design our silicon products. The agreement provides licenses to varying
amounts of software tools through June 2011 and will be accounted for as an operating lease. Software license and maintenance expenses will be calculated using the ratable method based upon the value of software tools licensed during each period.
The licensed software was delivered in July 2007. License and maintenance fees under the agreement totaled approximately $3.0 million and are payable during the third quarter of 2007.

We are currently subject to line down clauses in contracts with certain automotive electronics customers. Such clauses require us to pay
financial penalties if our failure to supply product in a timely manner causes the customer to slow down or stop their production. We are also subject to product liability clauses and/or intellectual property indemnification clauses in some of our
customer contracts. Such clauses require us to pay financial penalties if we supply defective product, which results in financial damages to the customer, or to indemnify the customer for third-party actions based on the alleged infringement by our
products of a third partys intellectual property. As of June 30, 2007, we were unaware of any such claims by any of our customers.

See Note 8 of Notes to Unaudited Consolidated Financial Statements.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations were based on our Unaudited Consolidated Financial Statements, which have
been prepared in accordance with accounting principles generally accepted in the United States (GAAP). Note 1, Summary of Significant Accounting Policies, to the Notes to Unaudited Consolidated Financial Statements describes the
significant accounting policies essential to an understanding of our Unaudited Consolidated Financial Statements. Preparation of our financial statements requires estimates, judgments and assumptions. We believe that the estimates, judgments and
assumptions which we have used are appropriate and correct based upon information available to us at the time that they were made. These estimates, judgments and assumptions can affect our reported assets and liabilities as of the date of the
financial statements, as well as the reported net revenue and expense during the periods presented. If there are material differences between these estimates, judgments or assumptions and actual facts, our financial statements may be affected.



27



---

##### Table of Contents

In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and
does not require our judgment in its application. There could be areas in which our judgment in selecting among available alternatives would not produce a materially different result, but there could be some areas in which our judgment in selecting
among available alternatives would produce a materially different result. See the Notes to Unaudited Consolidated Financial Statements that contain additional information regarding our accounting policies and other disclosures.

We believe the following to be our critical accounting policies. That is, they are both important to the portrayal of our financial condition and
results, and they require significant estimates, judgments and assumptions about matters that are inherently uncertain.

Revenue Recognition

We recognize revenue when we receive a purchase order from our customer, our product has been shipped, title has transferred to our
customer, the price that we will receive for our product is fixed or determinable and collection from our customer is considered probable. Title to our product transfers to our customer either when it is shipped to or received by our customer, based
on the terms of the customers specific agreement.

Our revenue is recorded based on the facts then currently known to us. If we do
not meet all the criteria above, we do not recognize revenue. If we are unable to determine the amount that we will ultimately collect once our product has shipped and title has transferred to our customer, we defer recognition of revenue until we
can determine the amount that ultimately will be collected. We apply reasonable judgment in performing the credit assessment of each of our customers. Items that are considered when determining the amounts we will ultimately collect are: a
customers overall creditworthiness and payment history, customer rights to return unsold product, customer rights to price protection, customer payment terms conditioned on sale or use of product by the customer, or other extended payment
terms granted to a customer. It is not our standard business practice to grant any of these terms to our customers, other than certain limited stock rotation rights discussed below.

For certain of our customers, we do not recognize revenue until receipt of payment because collection is not probable or the amount we will ultimately
collect is not determinable at the date of the shipment. Upon shipment of product to these customers, title to the inventory transfers to the customer and the customer is invoiced. We account for these transactions by recording accounts receivable
for the revenue value of the shipments, as the shipments represent valid receivables, and reducing inventory for the cost of the inventory shipped. The difference, representing the gross margin on the transactions, is recorded as deferred revenue.
For financial statement presentation purposes, this deferred revenue balance is offset against the corresponding accounts receivable balance from the customer. When payment is received for the transaction, revenue is recognized for the value of the
cash payment, cost of revenue is recorded for the cost of the inventory and the deferred revenue is relieved for the gross margin on the transaction. At June 30, 2007, the sales value of products shipped for which revenue was deferred was
insignificant. At December 31, 2006, the sales value of products shipped for which revenue was deferred was approximately $0.1 million. All of the revenue deferred at December 31, 2006 was recognized during the first quarter of 2007.

When we defer revenue, the timing and amount of revenue we ultimately recognize is determined upon our receipt of payment, which can
result in significant fluctuations in revenue from period to period. In the second quarter of 2007 and 2006, we recognized 1% and 10%, respectively, of our net revenue upon receipt of payment. In the first half of 2007 and 2006, we recognized 1% and
7%, respectively, of our net revenue upon receipt of payment.

We also defer revenue when customers have made payments and we have not
completed the earnings process. These payments are reflected as liabilities in our financial statements as deferred revenue. In these instances, we recognize revenue once the product is shipped, title has transferred to our customer and the earnings
process is complete. Deferred revenue as a result of customer prepayments was insignificant as of June 30, 2007 and December 31, 2006.

We grant limited stock rotation rights to certain distributors for qualifying product in accordance with their specific agreements for up to 5% of their aggregate net purchases for the previous six months. In these circumstances, we require
the distributor to submit an offsetting purchase order that is, at a minimum, equivalent to the aggregate dollar amount of the product to be returned. We account for the return as a reduction to revenue and a reduction to accounts receivable for the
price of the items returned. Correspondingly, cost of revenue is reduced by the cost of returned inventory offset by an increase in inventory. Any returned inventory items are included in gross inventories, are reviewed along with our other
inventory items and are recorded at the lower of cost or market. Historically, distributor returns under stock rotation rights have been insignificant. As a result, we do not establish a reserve for potential returns when product is shipped to
distributors, rather we subsequently monitor distributor inventory levels and record a reserve for potential returns of estimated unsaleable inventory subject to stock rotation rights. We account for the shipment of replacement product as a sales
transaction, which offsets the reduction of revenue discussed above.



28



---

##### Table of Contents

We typically have a significant portion of our quarterly net revenue represented in accounts receivable
at the end of each financial quarter, often concentrated in significant balances from a limited number of customers. At June 30, 2007, approximately 66% of our net accounts receivable was due from five of our customers. The potential reduction
in net revenue resulting from a hypothetical 10% adverse change in the ability or desire of our customers to pay amounts owed to us at June 30, 2007 resulting in the return of product previously delivered would have been approximately $1.0
million.

Allowance for Doubtful Accounts

We evaluate the collectibility of our accounts receivable based on several factors, which inherently involve us applying judgment and determining certain estimates. In circumstances where we are aware of a specific customers inability
to meet its financial obligations to us, we record a specific allowance for bad debts against amounts due to us and reduce the net recorded receivable to the amount we reasonably believe will be collected. We also consider recognizing allowances for
doubtful accounts based on the length of time the receivables are outstanding compared to contractual terms, industry and geographic concentrations, the current business environment and our historical experience. Accounts receivable included in the
allowance for doubtful accounts are written-off after final collection efforts are exhausted. If the financial condition of our customers deteriorates or if economic conditions worsen, increases in the allowance may be required in the future. We
cannot predict future changes in the financial stability of our customers, and there can be no assurance that our allowance will be adequate. Actual credit losses for the second quarter and first half of 2007 and 2006 were insignificant. No
allowance for doubtful accounts was recorded as of June 30, 2007 and December 31, 2006. The potential charge for bad debts resulting from a hypothetical 10% adverse change in the ability or desire of our customers to pay amounts owed to us
at June 30, 2007 would have been approximately $1.0 million.

Inventory Valuation

Our inventories are stated at the lower of standard cost, which approximates actual cost, or estimated realizable value. Amounts are removed from
inventory using the first-in, first-out (FIFO) method. Adjustments to reduce our inventories to estimated realizable value, including allowances for excess and obsolete inventories, are determined quarterly by comparing inventory levels of
individual materials and parts to current demand forecasts for those items. Our analysis of current and future demand for our products involves estimates and judgments by us. In addition, we review other individual facts and circumstances to
determine necessary adjustments to reduce our inventories to estimated realizable value, including current manufacturing yields, product returns and warranty claims, which may also involve judgments by us. Actual amounts realized upon the sale of
inventories may differ from estimates used to determine inventory valuation allowances due to changes in customer demand, technology changes and other factors. The net impact of changes in the inventory valuation allowances for the second quarter of
2007 and 2006 was a charge (benefit) to cost of revenue of approximately $0.2 million and $(0.1) million, respectively. The net impact of changes in the inventory valuation allowances for the first half of 2007 and 2006 was a charge (benefit) to
cost of revenue of approximately $0.4 million and $(0.4) million, respectively. The potential change in inventory valuation allowances resulting from a hypothetical 10% adverse change in the current demand forecasts for individual materials and
parts would have been a charge to cost of revenue of approximately $0.1 million at June 30, 2007.

Income Taxes

Our income taxes are computed using the asset and liability method of accounting. Under the asset and liability method, a deferred income tax asset or
liability is recognized for estimated future tax effects attributable to temporary differences and carryforwards. The measurement of deferred income tax assets is adjusted by a valuation allowance, if necessary, to recognize future income tax
benefits only to the extent, based on available evidence, it is more likely than not such benefits will be realized. These analyses often involve applying judgments or estimates. Our deferred income tax assets were fully reserved at June 30,
2007 and December 31, 2006.

We have established a valuation allowance to fully reserve our net deferred income tax assets at
June 30, 2007 and December 31, 2006 due to the uncertainty of the timing and amount of future taxable income. For United States federal income tax purposes, at December 31, 2006, we had a net operating loss carryforward of
approximately $168.5 million and an unused research and development credit carryforward of approximately $4.4 million, that will begin to expire in 2012. If we generate United States taxable income in future periods, reversal of this valuation
allowance could have a significant positive impact on net income in the period that it becomes more likely than not that the deferred income tax assets will be utilized. A change in ownership, as defined in Section 382 of the Internal Revenue
Code, may limit utilization of the United States federal net operating loss and research and development credit carryforwards.

Effective
January 1, 2007, we adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes  An Interpretation of FASB Statement No. 109, or FIN 48. FIN 48 provides detailed guidance for
the financial statement recognition, measurement and disclosure of uncertain income tax positions recognized in the financial statements



29



---

##### Table of Contents

in accordance with SFAS No. 109. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be
recognized upon the adoption of FIN 48 and in subsequent periods. Upon the adoption of FIN 48, we had no unrecognized income tax benefits. During the second quarter and first half of 2007, we recognized no adjustments for uncertain income
tax benefits.

We recognize interest and penalties related to uncertain income tax positions in income tax expense. No interest and
penalties related to uncertain income tax positions were accrued at June 30, 2007.

The tax years 2003 through 2006 remain open to
examination by the major taxing jurisdictions in which we operate. We expect no material changes to unrecognized income tax positions within the next twelve months.

Stock-Based Compensation

Effective January 1, 2006, we adopted the fair value recognition
provisions of SFAS No. 123 (revised 2004), Share-Based Payments, (SFAS No. 123(R)) for all share-based payment awards to employees and directors including stock options, restricted stock units and employee stock purchases related to
our employee stock purchase plan. In addition, we have applied the provisions of Staff Accounting Bulletin No. 107 (SAB No. 107), issued by the SEC, in our adoption of SFAS No. 123(R).

We adopted SFAS No. 123(R) using the modified-prospective-transition method. Under this transition method, stock-based compensation expense
recognized after the effective date includes: (1) compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the measurement date fair value estimate in accordance with the original
provisions of SFAS No. 123, and (2) compensation cost for all share-based payments granted subsequent to January 1, 2006, based on the measurement date fair value estimate in accordance with the provisions of SFAS No. 123(R).
Stock-based compensation expense under SFAS No. 123(R) was $1.6 million and $1.5 million, respectively, for the second quarter of 2007 and 2006 and $3.0 million and $2.9 million, respectively, for the first half of 2007 and 2006 relating to
employee and director stock options, restricted stock units and our employee stock purchase plan. See Note 8, Stockholders Equity to the Notes to Unaudited Consolidated Financial Statements.

Stock-based compensation expense recognized each period is based on the greater of the value of the portion of share-based payment awards under the
straight-line method or the value of the portion of share-based payment awards that is ultimately expected to vest during the period. SFAS No. 123(R) requires forfeitures to be estimated at the time of grant and revised, if necessary, in
subsequent periods if actual forfeitures differ from those estimates.

Upon adoption of SFAS No. 123(R), we elected to use the
Black-Scholes-Merton option-pricing formula to value share-based payments granted to employees subsequent to January 1, 2006 and elected to attribute the value of stock-based compensation to expense using the straight-line single option method.

On November 10, 2005, the Financial Accounting Standards Board (FASB) issued FASB Staff Position No. FAS 123(R)-3, Transition
Election Related to Accounting for Tax Effects of Share-Based Payment Awards, which detailed an alternative transition method for calculating the tax effects of stock-based compensation pursuant to SFAS No. 123(R). This alternative
transition method included simplified methods to establish the beginning balance of the additional paid-in capital pool (APIC pool) related to the tax effects of employee stock-based compensation and to determine the subsequent impact on the APIC
pool and Consolidated Statement of Cash Flows of the tax effects of employee stock-based compensation awards that are outstanding upon adoption of

SFAS No.
123(R). Due to our historical net operating losses, we have not recorded the tax effects of employee stock-based compensation and have no APIC pool.

SFAS No. 123(R) requires the cash flows resulting from the tax benefits resulting from tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) to be classified as
financing cash flows. Due to our historical net operating loss position, we have not recorded these excess tax benefits as of June 30, 2007.

During the first quarter of 2007, our Board of Directors approved an annual incentive compensation program for fiscal year 2007 (2007 Program) covering executive officers and providing for incentive compensation, to the extent any such
compensation is earned, to be paid 35% in cash and 65% through the performance vesting of restricted stock units under the 2000 Stock Plan based upon a stock price of $5.00 per share. An aggregate of 197,600 restricted stock units were awarded under
the 2007 Program with a grant date fair value of $4.43 per share. The 2007 Program also provides for the payment of cash awards to certain employees to the extent any such compensation is earned. The amount of cash to be paid and number of total
restricted stock units that ultimately vest and result in the issuance of underlying shares are calculated based on certain scoring factors, as defined in the 2007 Program, including net revenue and adjusted profitability for 2007. Any cash
compensation earned will be paid during the first quarter of 2008. The vesting of the restricted stock units will be determined and the issuance of the underlying shares will occur during the first quarter of 2008. Any portion of the restricted
stock units that do not vest will immediately be forfeited and returned to the 2000 Stock Plan. During the second quarter and first half of 2007, stock-based compensation expense recognized under the 2007 Program was $0.2 million and $0.4 million,
respectively. During the second quarter and first half of 2007, we recognized $0.5 million and $0.8 million, respectively, relating to cash awards for executive officers and certain employees under the 2007 Program.



30



---

##### Table of Contents

At June 30, 2007, the balance of unearned stock-based compensation to be expensed in future periods
related to unvested share-based awards, as adjusted for expected forfeitures and excluding the restricted stock units awarded under the 2007 Program described above, was approximately $10.9 million. The weighted-average period over which the
unearned stock-based compensation is expected to be recognized is approximately 2.0 years. We anticipate that we will grant additional share-based awards to employees in the future, which will increase the stock-based compensation expense by the
additional unearned compensation resulting from these grants. The fair value of these grants is not included in the amount above, as the impact of these grants cannot be predicted at this time because it will depend on the number of share-based
payments granted. As we currently anticipate that a portion of the restricted stock units will ultimately vest, these awards will continue to impact stock-based compensation expense. In addition, if factors change and we employ different assumptions
in the application of SFAS No. 123(R) in future periods, the stock-based compensation expense that we record under SFAS No. 123(R) may differ significantly from what we have recorded in the current period.

Commitments and Contingencies

We may be subject to
the possibility of loss contingencies for various legal matters. Our discussion of legal matters includes pending litigation and matters in which any party has manifested a present intention to commence litigation related to such matters. There can
be no assurance that additional contingencies of a legal nature or having legal aspects will not be asserted in the future. Such matters could relate to prior transactions or events or future transactions and events. See Note 7, Commitments
and Contingencies to the Notes to Unaudited Consolidated Financial Statements. We regularly evaluate current information available to us to determine whether any provisions for loss should be made. If we ultimately determine that a provision
for loss should be made for a legal matter, the provision for loss could have a material and adverse effect on our operating results and financial condition.

Our future cash commitments are primarily for long-term facility leases. See Note 7, Commitments and Contingencies to the Notes to Unaudited Consolidated Financial Statements.



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

There have been no significant changes to the information required under this Item from what was disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006.



|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

Disclosure Controls and
Procedures. We have evaluated, under the supervision and with the participation of our Chief Executive Officer (CEO) and our Chief Financial Officer (CFO), the effectiveness of our disclosure controls and procedures as of the end of the period
covered by this Quarterly Report on Form 10-Q (the Evaluation Date). Based on this evaluation, our CEO and CFO have concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective to ensure that information required
to be disclosed by Microtune in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the United States Securities and Exchange
Commissions rules and forms.

Changes in Internal Control over Financial Reporting. There has been no change in our internal
control over financial reporting that occurred during the quarter ended June 30, 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



31



---

##### Table of Contents

PART II.

OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

The information set forth under
the heading Legal Proceedings in Note 7 to the Notes to Unaudited Consolidated Financial Statements, included in Part I, Item 1. of this Report, is incorporated herein by reference.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

There have been no material changes
to the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (2006 10-K) except as described below. The description of these material changes does not represent a comprehensive list of
risk factors that could cause our results to differ from those that are currently anticipated and therefore should be read in conjunction with the risk factors and other information disclosed in our 2006 10-K.

The risk factor set forth immediately below has been updated to describe risks related to the US ATSC market and the A/74 guidelines utilized in the
digital television set-top converter box market.

Market-specific risks affecting the television, digital television set-top converter box and
television peripheral market segments of the digital television market could impair our ability to compete successfully in that market.

The market for digital television applications in televisions, digital television set-top converter boxes and television peripherals is characterized by various market-specific risks, any of which may adversely affect our ability to compete
in that market.

Examples of market-specific risks affecting these market segments include:



| |  |  | the risk that module tuners that offer the same or similar functionality as our silicon tuner solutions will continue to be used by OEMs and will be viewed as more
attractive by our current and potential customers including the use by our potential customers of captive module tuner suppliers due to more favorable economics;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the risk that module tuners that offer the same or similar functionality as our silicon tuner solutions will be sold at lower prices than our silicon tuner
solutions;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the risk that the US ATSC set-top converter box market will not be as large as anticipated or will not commence in the near-term as planned;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the risk that the minimum RF performance levels as defined in the A/74 guidelines, required by the US Government for set-top converter box performance to qualify
for Government subsidies, will be relaxed or eliminated, or will, by virtue of the fact that adherence to the A/74 guidelines is largely self-policing and a function of the performance of other non-tuner parts, be ineffective and thereby damage our
competitive position as a supplier of a tuner we believe to be compliant with the A/74 guidelines;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the risk that the suppliers of module tuners who currently sell tuners to television manufacturers that we are currently targeting with our silicon tuner, may
dramatically lower their prices, including to levels below their cost, in order to protect their existing relationships, making our tuner uncompetitive from a customer cost perspective;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the risk that we will be unable to develop silicon tuners that meet the performance requirements of our customers;
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | risks related to systems integration and other risks, including the timing of open design windows, inherent in the highly complex design-in process of the products
designed to address this market;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the risk that we will not be able to finalize the highly complex design-in process for a particular customer application during the narrow customer design window;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the risk that module products implementing our silicon tuners will not be selected by potential end customers due to the economics of the entire module solution
where other components are unattractively priced;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the risk that our products will not have the feature set desired by our customers or will not be architecturally compatible with other components in the
customers designs;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the risk that an influx of entrants into the digital television market due to a faster than expected transition to all digital will accelerate average selling price
erosion; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



32



---

##### Table of Contents

| |  |  | the risk that multi-standard, poly-band, universal television tuners will be preferred by digital television manufacturers and our multi-standard, poly-band,
universal television tuners may not meet performance expectations or be available in the necessary timeframe.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our
efforts to penetrate the digital television market, in particular, will depend on our ability to overcome the challenges described above and upon eventual acceptance of our new digital television products, such as the MT2131. To the extent our
efforts are adversely affected by any of these risks or are otherwise unsuccessful, we could experience a material adverse effect on our business prospects, financial condition and results of operations.



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

On April 27, 2007, our stockholders approved the amendment and restatement of our 2000 Employee Stock Purchase Plan (2000 ESPP) to increase the number of shares of common stock that may be issued under the 2000 ESPP from 1,630,000
shares to 1,980,000 shares, an increase of 350,000 shares. On April 30, 2007, we issued 74,144 shares of our common stock to certain employees (collectively, the employees) pursuant to our 2000 ESPP. Of the 74,144 shares purchased
by our employees, 34,366 shares were not registered properly as they were in excess of the amounts previously registered with the SEC on Registration Statements on Form S-8 filed October 10, 2000 (Registration No. 333-47646) and
October 29, 2004 (Registration No. 333-120091). These shares were available for purchase pursuant to the recently approved amendment of the 2000 ESPP, but had not been registered pursuant to a new Registration Statement on Form S-8. The
purchase price of the shares ranged from $2.76 to $3.66 per share of common stock and the aggregate purchase price of the unregistered portion of the shares was approximately $105,000, using the average purchase price of approximately $3.05 per
share. The proceeds from the sale of the shares will be used for general corporate purposes.

Although the unregistered sale of these
shares was inadvertent, we believe the sale of the shares to the employees was exempt from registration pursuant to Rule 505 promulgated under the Securities Act of 1933, as amended (the Securities Act), or pursuant to Section 4(2)
of the Securities Act. On July 26, 2007, we filed a Registration Statement on Form S-8 registering for sale the 350,000 shares of common stock authorized for issuance under the 2000 ESPP and the 100,000 shares of common stock authorized for
issuance under the 2000 Director Option Plan, as amended by the amendments approved by the stockholders on April 27, 2007.



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

On April 27, 2007, we held our Annual Meeting. There were 50,239,637 shares represented in person or by valid proxies, constituting 93.8% of the 53,557,425 shares outstanding on the record date of March 15, 2007. We submitted five
proposals to our stockholders for consideration, and four proposals were approved. The proposal to amend and restate the Microtune, Inc. Amended and Restated 2000 Stock Plan (2000 Stock Plan) was not approved. The description of the
results of the Annual Meeting previously reported in our Current Report on Form 8-K filed on May 3, 2007 is incorporated herein by reference.



|ITEM 6. | EXHIBITS
|------- | --------



|              |  |                                                                                                                                                                         
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  |                                                                                                                                                                         
|3.1(1)        |  | Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on May 25, 2005.                                                       
|              | 
|3.2(1)        |  | Third Amended and Restated Bylaws, as amended April 13, 2005.                                                                                                           
|              | 
|10.1(2)       |  | Microtune, Inc. Amended and Restated 2000 Director Option Plan.                                                                                                         
|              | 
|10.2(2)       |  | Microtune, Inc. Amended and Restated 2000 Employee Stock Purchase Plan.                                                                                                 
|              | 
|10.3(3)       |  | Form of Section 16 Change of Control Agreement entered into with each of James A. Fontaine, Albert H. Taddiken, Jeffrey A. Kupp, Robert S. Kirk and Phillip D. Peterson.
|              | 
|31.1          |  | Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.                                                                           
|              | 
|31.2          |  | Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.                                                                           
|              | 
|32.1          |  | Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.                                                                           



33



---

##### Table of Contents

|              |  |                                                                                              
|------------- |  | ---------------------------------------------------------------------------------------------
|ExhibitNumber |  |                                                                                              
|              | 
|32.2          |  | Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.

---

|(1) | Incorporated by reference to the Registrants Current Report on Form 8-K filed on May 31,
2005.
|--- | -----------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to the Registrants Definitive Proxy Statement on Schedule 14A filed on
April 2, 2007.
|--- | ----------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to the Registrants Current Report on Form 8-K filed on May 3, 2007.
|--- | ----------------------------------------------------------------------------------------------



34



---

##### Table of Contents

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.



MICROTUNE, INC.By:

/s/ JEFFREY A. KUPPJeffrey A. KuppChief Financial Officer(Principal Financial Officer and Principal Accounting Officer)


Date: July 26, 2007



35