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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549



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FORM 10-Q



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(Mark One)



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



For the quarterly period ended March 31, 2004



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: 000-50391



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SIGMATEL, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 74-2691412                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



3815 South Capital
of Texas Highway

Building 3, Suite 300

Austin, Texas 78704

(512) 381-3700

(Address and telephone number of principal executive offices)



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Indicate by check mark whether 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) had been subject to such filing
requirements for the past 90 days.    Yes  x    No ̈



Indicate by check mark whether the registrant is an
accelerated filer (as defined in Exchange Act Rule 12b-2).

Yes ̈No  x



The number of shares outstanding of the Registrants Common Stock, $0.0001 par value, was 35,132,306 as of April 15, 2004.



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SIGMATEL, INC.



FORM 10-Q



TABLE OF CONTENTS



|           |  |                                                                                                 |  |         
|---------- |  | ----------------------------------------------------------------------------------------------- |  | --------
|           |  |                                                                                                 |  | Page No.
|PART I:    |  | INTERIM FINANCIAL INFORMATION                                                                   |  |         
|           |  |                                                                                                
|Item 1.    |  | Financial Statements                                                                            |  |         
|           |  |                                                                                                
|           |  | Condensed Balance Sheets as of March 31, 2004 and December 31, 2003                             |  | 3       
|           |  |                                                                                                
|           |  | Condensed Statements of Operations for the Three months ended March 31, 2004 and March 31, 2003 |  | 4       
|           |  |                                                                                                
|           |  | Condensed Statements of Cash Flows for the Three months ended March 31, 2004 and March 31, 2003 |  | 5       
|           |  |                                                                                                
|           |  | Notes to Condensed Financial Statements                                                         |  | 6       
|           |  |                                                                                                
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations           |  | 12      
|           |  |                                                                                                
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                                      |  | 20      
|           |  |                                                                                                
|Item 4.    |  | Controls and Procedures                                                                         |  | 30      
|           |  |                                                                                                
|PART II:   |  | OTHER INFORMATION                                                                               |  |         
|           |  |                                                                                                
|Item 1.    |  | Legal Proceedings                                                                               |  | 31      
|           |  |                                                                                                
|Item 2.    |  | Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities                |  | 31      
|           |  |                                                                                                
|Item 3.    |  | Defaults Upon Senior Securities                                                                 |  | 32      
|           |  |                                                                                                
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                             |  | 32      
|           |  |                                                                                                
|Item 5.    |  | Other Information                                                                               |  | 32      
|           |  |                                                                                                
|Item 6.    |  | Exhibits and Reports on Form 8-K                                                                |  | 32      
|           | 
|Signatures |  | 33                                                                                             



2



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PART I: FINANCIAL INFORMATION



Item 1.Financial Statements



SIGMATEL, INC.

CONDENSED BALANCE SHEETS

(in thousands, except share data)

(unaudited)



|                                                                                                                                                                                    |  |               |         |   |                  |   |         |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                                                                    |  | March 31,2004 |         |   | December 31,2003 |  
|ASSETS                                                                                                                                                                              |  |               |         |   |                  |   |         |  
|Current Assets:                                                                                                                                                                     |  |               |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                                                                                           |  | $             | 29,817  |   |                  | $ | 61,841  |  
|Short-term investments                                                                                                                                                              |  |               | 91,736  |   |                  |   | 49,420  |  
|Accounts receivable, net                                                                                                                                                            |  |               | 16,416  |   |                  |   | 15,989  |  
|Inventories, net                                                                                                                                                                    |  |               | 10,529  |   |                  |   | 9,904   |  
|Prepaid expenses and other current assets                                                                                                                                           |  |               | 2,005   |   |                  |   | 1,333   |  
|                                                                                                                                                                                    |  |               |         |   |                  |   |         |  
|Total current assets                                                                                                                                                                |  |               | 150,503 |   |                  |   | 138,487 |  
|                                                                                                                                                                                    |  |              
|Property, equipment and software, net                                                                                                                                               |  |               | 4,146   |   |                  |   | 3,792   |  
|Intangible assets, net                                                                                                                                                              |  |               | 4,387   |   |                  |   | 4,476   |  
|Other assets                                                                                                                                                                        |  |               | 535     |   |                  |   | 122     |  
|                                                                                                                                                                                    |  |               |         |   |                  |   |         |  
|Total assets                                                                                                                                                                        |  | $             | 159,571 |   |                  | $ | 146,877 |  
|                                                                                                                                                                                    |  |               |         |   |                  |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                |  |               |         |   |                  |   |         |  
|Current Liabilities:                                                                                                                                                                |  |               |         |   |                  |   |         |  
|Accounts payable                                                                                                                                                                    |  | $             | 9,472   |   |                  | $ | 13,466  |  
|Accrued payroll                                                                                                                                                                     |  |               | 712     |   |                  |   | 870     |  
|Other accrued expenses                                                                                                                                                              |  |               | 2,321   |   |                  |   | 2,561   |  
|Deferred revenue                                                                                                                                                                    |  |               | 4,548   |   |                  |   | 3,645   |  
|Current portion of capital lease obligations                                                                                                                                        |  |               | 50      |   |                  |   | 48      |  
|                                                                                                                                                                                    |  |               |         |   |                  |   |         |  
|Total current liabilities                                                                                                                                                           |  |               | 17,103  |   |                  |   | 20,590  |  
|                                                                                                                                                                                    |  |              
|Capital lease obligations, net of current portion                                                                                                                                   |  |               | 50      |   |                  |   | 63      |  
|Other liabilities                                                                                                                                                                   |  |               | 115     |   |                  |   | 116     |  
|                                                                                                                                                                                    |  |               |         |   |                  |   |         |  
|Total liabilities                                                                                                                                                                   |  |               | 17,268  |   |                  |   | 20,769  |  
|                                                                                                                                                                                    |  |               |         |   |                  |   |         |  
|Stockholders equity:                                                                                                                                                               |  |               |         |   |                  |   |         |  
|Common stock, $.0001 par value; 170,000,000 shares authorized; shares issued and outstanding: 35,217,817 and 35,127,861 at 2004 and 34,270,961
and 34,181,005 at 2003, respectively |  |               | 4       |   |                  |   | 3       |  
|Additional paid-in capital                                                                                                                                                          |  |               | 181,901 |   |                  |   | 173,737 |  
|Notes receivable from stockholders                                                                                                                                                  |  |               | (12     | ) |                  |   | (115    | )
|Deferred stock-based compensation                                                                                                                                                   |  |               | (2,682  | ) |                  |   | (3,678  | )
|Treasury stock, 89,956 common shares, at cost                                                                                                                                       |  |               | (741    | ) |                  |   | (741    | )
|Accumulated deficit                                                                                                                                                                 |  |               | (36,167 | ) |                  |   | (43,098 | )
|                                                                                                                                                                                    |  |               |         |   |                  |   |         |  
|Total stockholders equity                                                                                                                                                          |  |               | 142,303 |   |                  |   | 126,108 |  
|                                                                                                                                                                                    |  |               |         |   |                  |   |         |  
|Total liabilities and stockholders equity                                                                                                                                          |  | $             | 159,571 |   |                  | $ | 146,877 |  
|                                                                                                                                                                                    |  |               |         |   |                  |   |         |  



The accompanying notes
are an integral part of these condensed financial statements.



3



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SIGMATEL, INC.

CONDENSED STATEMENTS OF OPERATIONS

(in thousands, except share data)

(unaudited)



|                                                                                 |  |                              |            |   |      |   |           |  
|-------------------------------------------------------------------------------- |  | ---------------------------- | ---------- | - | ---- | - | --------- | -
|                                                                                 |  | Three Months Ended March 31, |           
|                                                                                 |  | 2004                         |            |   | 2003 |  
|Revenues                                                                         |  | $                            | 31,500     |   |      | $ | 12,876    |  
|Cost of goods sold(1)                                                            |  |                              | 14,784     |   |      |   | 7,338     |  
|                                                                                 |  |                              |            |   |      |   |           |  
|Gross Profit                                                                     |  |                              | 16,716     |   |      |   | 5,538     |  
|                                                                                 |  |                             
|Operating Expenses:                                                              |  |                              |            |   |      |   |           |  
|Research and development(1)                                                      |  |                              | 6,083      |   |      |   | 3,662     |  
|Selling, general and administrative(1)                                           |  |                              | 2,899      |   |      |   | 1,538     |  
|Amortization of deferred stock-based compensation                                |  |                              | 995        |   |      |   | 239       |  
|                                                                                 |  |                              |            |   |      |   |           |  
|Total operating expenses                                                         |  |                              | 9,977      |   |      |   | 5,439     |  
|                                                                                 |  |                              |            |   |      |   |           |  
|Operating income                                                                 |  |                              | 6,739      |   |      |   | 99        |  
|                                                                                 |  |                             
|Other income (expense):                                                          |  |                              |            |   |      |   |           |  
|Interest income                                                                  |  |                              | 341        |   |      |   | 9         |  
|Interest expense                                                                 |  |                              | (8         | ) |      |   | (723      | )
|                                                                                 |  |                              |            |   |      |   |           |  
|Total other income (expense)                                                     |  |                              | 333        |   |      |   | (714      | )
|                                                                                 |  |                              |            |   |      |   |           |  
|Income (loss) before income taxes                                                |  |                              | 7,072      |   |      |   | (615      | )
|                                                                                 |  |                             
|Income taxes                                                                     |  |                              | 141        |   |      |   |          |  
|                                                                                 |  |                              |            |   |      |   |           |  
|Net income (loss)                                                                |  |                              | 6,931      |   |      |   | (615      | )
|Deemed dividends on preferred stock                                              |  |                              |           |   |      |   | (8,176    | )
|                                                                                 |  |                              |            |   |      |   |           |  
|Net income (loss) attributable to common stockholders                            |  | $                            | 6,931      |   |      | $ | (8,791    | )
|                                                                                 |  |                              |            |   |      |   |           |  
|BASIC NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS PER SHARE            |  | $                            | 0.20       |   |      | $ | (1.50     | )
|                                                                                 |  |                              |            |   |      |   |           |  
|DILUTED NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS PER SHARE          |  | $                            | 0.18       |   |      | $ | (1.50     | )
|                                                                                 |  |                              |            |   |      |   |           |  
|WEIGHTED AVERAGE SHARES USED TO COMPUTE:                                         |  |                              |            |   |      |   |           |  
|Basic net income (loss) attributable to common stockholders per share            |  |                              | 34,486,515 |   |      |   | 5,845,938 |  
|Diluted net income (loss) attributable to common stockholders per share          |  |                              | 38,446,198 |   |      |   | 5,845,938 |  
|(1)Amounts exclude amortization of deferred stock-based compensation as follows: |  |                              |            |   |      |   |           |  
|                                                                                 | 
|                                                                                 |  | Three Months Ended March 31, |           
|                                                                                 |  | 2004                         |            |   | 2003 |  
|Cost of goods sold                                                               |  | $                            | 50         |   |      | $ | 6         |  
|Research and development                                                         |  |                              | 606        |   |      |   | 180       |  
|Selling, general & administrative                                                |  |                              | 339        |   |      |   | 53        |  
|                                                                                 |  |                              |            |   |      |   |           |  
|Total                                                                            |  | $                            | 995        |   |      | $ | 239       |  
|                                                                                 |  |                              |            |   |      |   |           |  



The accompanying notes
are an integral part of these condensed financial statements.



4



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SIGMATEL, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



|                                                                                                   |  |                              |         |   |      |   |        |  
|-------------------------------------------------------------------------------------------------- |  | ---------------------------- | ------- | - | ---- | - | ------ | -
|                                                                                                   |  | Three Months Ended March 31, |        
|                                                                                                   |  | 2004                         |         |   | 2003 |  
|Cash flows from operating activities:                                                              |  |                              |         |   |      |   |        |  
|Net income (loss)                                                                                  |  | $                            | 6,931   |   |      | $ | (615   | )
|Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |  |                              |         |   |      |   |        |  
|Depreciation and amortization                                                                      |  |                              | 1,005   |   |      |   | 675    |  
|Amortization of deferred stock-based compensation                                                  |  |                              | 995     |   |      |   | 239    |  
|Other non-cash expenses                                                                            |  |                              | 50      |   |      |   | 536    |  
|Changes in assets and liabilities:                                                                 |  |                              |         |   |      |   |        |  
|Accounts receivable, net                                                                           |  |                              | (428    | ) |      |   | (2,746 | )
|Inventories, net                                                                                   |  |                              | (624    | ) |      |   | 850    |  
|Prepaid expenses and other assets                                                                  |  |                              | (1,084  | ) |      |   | (672   | )
|Accounts payable                                                                                   |  |                              | (2,386  | ) |      |   | (1,019 | )
|Accrued expenses                                                                                   |  |                              | (397    | ) |      |   | 300    |  
|Deferred revenue and other liabilities                                                             |  |                              | 902     |   |      |   | 103    |  
|                                                                                                   |  |                              |         |   |      |   |        |  
|Net cash provided by (used in) operating activities                                                |  |                              | 4,964   |   |      |   | (2,349 | )
|                                                                                                   |  |                              |         |   |      |   |        |  
|Cash flows from investing activities:                                                              |  |                              |         |   |      |   |        |  
|Purchase of short-term investments                                                                 |  |                              | (42,316 | ) |      |   |       |  
|Purchase of property and equipment                                                                 |  |                              | (2,878  | ) |      |   | (614   | )
|                                                                                                   |  |                              |         |   |      |   |        |  
|Net cash used in investing activities                                                              |  |                              | (45,194 | ) |      |   | (614   | )
|                                                                                                   |  |                              |         |   |      |   |        |  
|Cash flows from financing activities:                                                              |  |                              |         |   |      |   |        |  
|Proceeds from long-term debt                                                                       |  |                              |        |   |      |   | 5,150  |  
|Repayments under revolving line of credit, net                                                     |  |                              |        |   |      |   | (8,123 | )
|Proceeds from (payments on) capital lease obligations                                              |  |                              | (11     | ) |      |   | 15     |  
|Proceeds from issuance of convertible preferred stock, net of issuance costs                       |  |                              |        |   |      |   | 8,090  |  
|Proceeds from notes receivable from stockholders                                                   |  |                              | 104     |   |      |   | 18     |  
|Proceeds from issuance of common stock, net of issuance costs                                      |  |                              | 8,113   |   |      |   |       |  
|                                                                                                   |  |                              |         |   |      |   |        |  
|Net cash provided by financing activities                                                          |  |                              | 8,206   |   |      |   | 5,150  |  
|                                                                                                   |  |                              |         |   |      |   |        |  
|Net increase (decrease) in cash and cash equivalents                                               |  |                              | (32,024 | ) |      |   | 2,187  |  
|Cash and cash equivalents, beginning of period                                                     |  |                              | 61,841  |   |      |   | 2,859  |  
|                                                                                                   |  |                              |         |   |      |   |        |  
|Cash and cash equivalents, end of period                                                           |  | $                            | 29,817  |   |      | $ | 5,046  |  
|                                                                                                   |  |                              |         |   |      |   |        |  



The accompanying notes
are an integral part of these condensed financial statements.



5



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SigmaTel, Inc.

Notes to Condensed Financial Statements



1. Basis of Presentation



The accompanying unaudited condensed financial statements of SigmaTel, Inc.
(the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to interim financial statements. Accordingly, they do not include all of the information and notes
required for complete financial statements. In the opinion of management, all adjustments and reclassifications considered necessary for a fair and comparable presentation have been included and are of a normal recurring nature. Operating results
for the three month periods ended March 31, 2004 and 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004.



2. Follow-on Equity Offering



On February 18, 2004, the Securities and Exchange Commission declared effective the Companys registration statement, which the Company filed on Form
S-1 under the Securities Act of 1933 in connection with a follow-on offering of its common stock. Under this registration statement, the Company registered 9,830,422 shares of its common stock, including 1,282,229 shares subject to the
underwriters overallotment option (of which 212,229 shares were exercised), with a public offering price of $25.01 per share. The Company registered 250,000 of these shares on its behalf and 9,580,422 on behalf of certain stockholders of the
Company. The Company received $5.3 million in proceeds after deducting the underwriters fees and transaction costs.



3. Significant Accounting Policies



For a description of what the Company believes to be the critical accounting policies that affect our more significant judgments and estimates used in the
preparation of our financial statements, refer to our Form 10-K filed with the Securities and Exchange Commission. There have been no changes in our critical accounting policies since December 31, 2003.



Accounting for Stock-Based Compensation



Employee stock awards under the Companys compensation plans are
accounted for in accordance with Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, Financial Accounting Standards Board Interpretation No. 44, Emerging Issues Task Force (EITF)
Issue No. 00-23, and related interpretations. The Company accounts for equity awards issued to non-employees in accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based
Compensation, and EITF Issue No. 96-18, Accounting for Equity Instruments that are Issued to other than Employees for Acquiring, or in Conjunction with Selling Goods or Services and related interpretations. The following table illustrates
the effect on net income (loss) as if the Company had applied the fair value recognition provisions of SFAS No. 123 (in thousands, except share data):



|                                                                                                                       |  |                             |        |   |      |   |        |  
|---------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                                                       |  | Three Months EndedMarch 31, |       
|                                                                                                                       |  | 2004                        |        |   | 2003 |  
|Net income (loss) attributable to common stockholders, as reported                                                     |  | $                           | 6,931  |   |      | $ | (8,791 | )
|Add: Stock-based employee compensation expense recognized in net income (loss) attributable to common stockholders     |  |                             | 995    |   |      |   | 239    |  
|Deduct: Stock-based employee compensation expense determined under the fair value based method for all employee awards |  |                             | (1,421 | ) |      |   | (458   | )
|                                                                                                                       |  |                             |        |   |      |   |        |  
|Pro forma net income (loss) attributable to common stockholders                                                        |  | $                           | 6,505  |   |      | $ | (9,010 | )
|                                                                                                                       |  |                             |        |   |      |   |        |  
|Pro forma basic net income (loss) attributable to common stockholders per share                                        |  | $                           | 0.19   |   |      | $ | (1.54  | )
|                                                                                                                       |  |                             |        |   |      |   |        |  
|Pro forma diluted net income (loss) attributable to common stockholders per share                                      |  | $                           | 0.17   |   |      | $ | (1.54  | )
|                                                                                                                       |  |                             |        |   |      |   |        |  



6



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SigmaTel, Inc.

Notes to Condensed Financial Statements(Continued)



Comprehensive Income



Comprehensive income includes all changes in stockholders equity during a period from non-owner sources. For the three
months ended March 31, 2004 and 2003, there were no differences between the Companys net income (loss) and its comprehensive income (loss).



Net Income (loss) per Share



Basic net income (loss) attributable to common stockholders per share is computed by dividing net income (loss) attributable to common stockholders by the
weighted-average number of shares of common stock outstanding for the period. Diluted net income (loss) attributable to common stockholders per share is computed giving effect to all potential dilutive common stock, including options, warrants,
common stock subject to repurchase and redeemable convertible preferred stock.



A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income (loss) attributable to common stockholders per share is as follows (in thousands, except share data):



|                                                                                                                                  |  |                              |            |   |      |   |           |  
|--------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ---------- | - | ---- | - | --------- | -
|                                                                                                                                  |  | Three Months Ended March 31, |           
|                                                                                                                                  |  | 2004                         |            |   | 2003 |  
|Numerator:                                                                                                                        |  |                              |            |   |      |   |           |  
|Net income (loss) attributable to common stockholders                                                                             |  | $                            | 6,931      |   |      | $ | (8,791    | )
|                                                                                                                                  |  |                              |            |   |      |   |           |  
|Denominator:                                                                                                                      |  |                              |            |   |      |   |           |  
|Weighted-average common stock outstanding                                                                                         |  |                              | 34,553,607 |   |      |   | 5,900,671 |  
|Less: weighted-average shares subject to repurchase                                                                               |  |                              | (67,092    | ) |      |   | (54,733   | )
|                                                                                                                                  |  |                              |            |   |      |   |           |  
|Weighted-average shares used in computing basic net income (loss) attributable to common stockholders per share                   |  |                              | 34,486,515 |   |      |   | 5,845,938 |  
|Dilutive potential common shares used in computing diluted net income (loss) attributable to common stockholders per share        |  |                              | 3,959,683  |   |      |   |          |  
|                                                                                                                                  |  |                              |            |   |      |   |           |  
|Total weighted-average number of shares used in computing diluted net income (loss) attributable to common stockholders per
share |  |                              | 38,446,198 |   |      |   | 5,845,938 |  
|                                                                                                                                  |  |                              |            |   |      |   |           |  





7



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SigmaTel, Inc.

Notes to Condensed Financial Statements-(Continued)



The following outstanding options, common stock subject to repurchase, redeemable convertible preferred stock and warrants were excluded from the computation of diluted net income (loss) per share as they had an
antidilutive effect:



|                                       |  |                              |  |           
|-------------------------------------- |  | ---------------------------- |  | ----------
|                                       |  | Three Months Ended March 31,
|                                       |  | 2004                         |  | 2003      
|Options to purchase common stock       |  | 170,910                      |  | 3,547,398 
|Common stock subject to repurchase     |  |                             |  | 54,733    
|Redeemable convertible preferred stock |  |                             |  | 19,177,792
|Warrants                               |  |                             |  | 1,552,244 



Included in the
calculation of net income (loss) attributable to common stockholders are deemed dividends of zero and $8.8 million for the three months ended March 31, 2004 and 2003, respectively, related to the issuance of the Companys Series F, H and J
Preferred Stock.



4. Short-term Investments



Short-term investments at March 31, 2004 and December 31, 2003, consisting
of corporate, state and municipal securities, were acquired at an aggregate cost of $91.7 million and $49.4 million, respectively. The fair value of these instruments are based on market interest rates and other market information available to
management as of each balance sheet date presented and was not materially different than the aggregate cost.



Short-term investments consist of the following (in thousands):



|                               |  |               |        |                  |   |       
|------------------------------ |  | ------------- | ------ | ---------------- | - | ------
|                               |  | March 31,2004 |        | December 31,2003
|Available-for-sale securities: |  |               |        |                  |   |       
|Commercial paper               |  | $             |       |                  | $ | 19,949
|Auction rate preferreds        |  |               | 83,801 |                  |   | 44,300
|Corporate notes                |  |               | 7,935  |                  |   | 5,120 
|                               |  |               |        |                  |   |       
|Total investments              |  |               | 91,736 |                  |   | 69,369
|Less cash equivalents          |  |               |       |                  |   | 19,949
|                               |  |               |        |                  |   |       
|                               |  | $             | 91,736 |                  | $ | 49,420
|                               |  |               |        |                  |   |       



Management
classifies investments in marketable securities at the time of purchase and reevaluates such classification at each balance sheet date. Securities classified as available-for-sale are stated at cost, which is not materially different than market
value. $7.9 million of total liquid investments mature beyond one year and within five years and $83.8 million mature beyond five years, but have interest rate maturities of less than thirty days.



8



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SigmaTel, Inc.

Notes to Condensed Financial Statements-(Continued)



5. Inventories



Inventories consist of the following (in thousands):



|                |  |               |        |                  |   |      
|--------------- |  | ------------- | ------ | ---------------- | - | -----
|                |  | March 31,2004 |        | December 31,2003
|Work in process |  | $             | 3,576  |                  | $ | 3,342
|Finished goods  |  |               | 6,953  |                  |   | 6,562
|                |  |               |        |                  |   |      
|                |  | $             | 10,529 |                  | $ | 9,904
|                |  |               |        |                  |   |      



At March 31, 2004 and
December 31, 2003, the Companys reserve for slow-moving and obsolete inventory was approximately $2.1 million and $1.4 million, respectively.



6. Intangible Assets



Intangible assets subject to amortization expense relate to licenses to use intellectual property in manufacturing and patents. Intangible assets consist
of the following (in thousands):



|                                           |  |               |       |   |                  |   |       |  
|------------------------------------------ |  | ------------- | ----- | - | ---------------- | - | ----- | -
|                                           |  | March 31,2004 |       |   | December 31,2003 |  
|Intangible assets subject to amortization: |  |               |       |   |                  |   |       |  
|Gross carrying amount                      |  | $             | 4,855 |   |                  | $ | 4,712 |  
|Accumulated amortization                   |  |               | (468  | ) |                  |   | (236  | )
|                                           |  |               |       |   |                  |   |       |  
|                                           |  | $             | 4,387 |   |                  | $ | 4,476 |  
|                                           |  |               |       |   |                  |   |       |  



Intangible asset
amortization expense for the three months ended March 31, 2004 and 2003 was $0.2 million and zero, respectively and estimated aggregate intangible asset amortization expense for each of the fiscal years 2004 through 2008 is expected to be $0.9
million. The weighted average amortization period for intangible assets is five years.



7. Line of Credit



On May 8, 2000, the Company
entered into a one-year credit agreement (the Credit Agreement) with a bank that allowed for a revolving line of credit with borrowings of up to $6.5 million. On March 4, 2003, the Credit Agreement was amended to (i) increase the maximum
borrowing amount under the revolving line of credit to $8.0 million, (ii) modify the tangible net worth and the minimum liquidity financial covenants, (iii) extend the maturity date of the revolving line of credit to March 1, 2005 and (iv) lowered
the interest rate from 175 basis points above the Banks Prime Rate to 100 basis points above the Banks Prime Rate. Borrowings under the Credit Agreement are collateralized by substantially all of the assets of the Company. Under the
terms of the agreements, the Company is prohibited from declaring or paying dividends. The Company was in compliance with all financial (i.e., quick ratio and tangible net worth) and non-financial covenants as of March 31, 2004. As of March 31,
2004, the interest rate charge on borrowings under the Credit Agreement was 100 basis points above the Banks Prime Rate, or 5.0%. A $1.1 million letter of credit naming the Companys landlord as beneficiary was secured under the Credit
Agreement as of March 31, 2004, and $6.9 million was available under the revolving line of credit.



8. Commitments and Contingencies



The Company leases its office space and certain office equipment under noncancelable operating leases. Total rent expense under these operating leases was approximately $0.5 million and $0.5 million for the three
months ended March 31, 2004 and 2003, respectively. During the three months ended March 31, 2004 and 2003, the Company earned $0.2 million and $0.2 million in rental income from office space subleased to third parties.



9



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SigmaTel, Inc.

Notes to Condensed Financial Statements-(Continued)



In connection with a technology license agreement with Metanoia Technologies, Inc. (Metanoia), the Company has indemnified Metanoia with respect to the infringement of third party proprietary rights. The
indemnification is limited to $2.5 million. No claims or assertions have been made against the Company in connection with this indemnification.



In the normal course of its business, the Company enters into contracts that contain a variety of representations and warranties and which provide general
indemnifications. The Companys exposure under these arrangements is unknown as this would involve future claims that might be made against the Company that have not yet occurred. However, based on experience, the Company expects the risk of
any loss to be remote.



9. Related Party Transactions



Revenues from a significant stockholder were approximately $3.2 million and
$1.2 million for the three months ended March 31, 2004 and 2003, respectively.



Accounts receivable from sales to an affiliated customer were approximately $2.1 million and $5.6 million as of March 31, 2004 and December 31, 2003, respectively.



For the three months ended March 31, 2004 and 2003, the Company paid
approximately $171,000 and $10,000, respectively, for legal services to a law firm affiliated with a stockholder of the Company.



At March 31, 2004 and December 31, 2003, the Company had approximately $12,000 and $115,000, respectively, in receivables from non-executive employees to
finance their purchases of restricted common stock.



10



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SigmaTel, Inc.

Notes to Condensed Financial Statements-(Continued)



10. Operating Segments and Geographic Information



The Company operated in a single segment, and the Companys chief operating decision makers use measurements aggregated at the entity-wide level to manage the business.



The following table summarizes the percentages of revenues by geographic
region:



|            |  |               |   |  |               |  
|----------- |  | ------------- | - |  | ------------- | -
|            |  | March 31,2004 |   |  | March 31,2003 |  
|Taiwan      |  | 52.3          | % |  | 65.3          | %
|China       |  | 27.8          |   |  | 10.5          |  
|Singapore   |  | 10.3          |   |  | 9.5           |  
|South Korea |  | 7.0           |   |  | 4.9           |  
|Japan       |  | 2.1           |   |  | 5.6           |  
|U.S.        |  | 0.1           |   |  | 0.7           |  
|Other       |  | 0.4           |   |  | 3.5           |  
|            |  |               |   |  |               |  
|Total sales |  | 100.0         | % |  | 100.0         | %
|            |  |               |   |  |               |  



The table below
summarizes the percentage of long-lived assets by geographic region:



|              |  |                |   |  |                   |  
|------------- |  | -------------- | - |  | ----------------- | -
|              |  | March 31, 2004 |   |  | December 31, 2003 |  
|United States |  | 73             | % |  | 74                | %
|Taiwan        |  | 13             |   |  | 13                |  
|Other         |  | 14             |   |  | 13                |  
|              |  |                |   |  |                   |  
|              |  | 100            | % |  | 100               | %
|              |  |                |   |  |                   |  



11



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Item 2: Managements Discussion and Analysis of Financial Condition and Results of Operations



Forward-looking Statements



This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Such statements are based upon current expectations that involve risks and uncertainties. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking
statements. For example, the words believes, anticipates, plans, expects, intends and similar expressions are intended to identify forward-looking statements. Our actual results and the
timing of certain events may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such a discrepancy include, but are not limited to, those discussed in Overview, Results of
Operations and Liquidity and Capital Resources below. All forward-looking statements in this document are based on information available to us as of the date hereof and we assume no obligation to update any such forward-looking
statements. The following discussion should be read in conjunction with our condensed financial statements and the accompanying notes contained in this quarterly report. Unless expressly stated or the context otherwise requires, the terms
we, our, us and SigmaTel refer to SigmaTel, Inc.



Overview



We are a
fabless semiconductor company that designs, develops, and markets proprietary, analog-intensive, mixed-signal ICs. We were founded in 1993 with an initial focus on providing semiconductor design services on a contract basis. We began to develop our
first IC product, an AC97 audio codec for PC sound cards, in 1995 and began shipping this product in 1997. From 1997 to 2000, our annual revenues grew rapidly from $1.2 million to $47.4 million. During that time, we began to develop an asymmetric
digital subscriber line, or ADSL, SoC and a portable audio SoC. Neither of these products generated revenues, which led to significant operating losses in 2000 and 2001. During 2000 and 2001, the PC audio market transitioned from sound cards to host
audio solutions, which are integrated on desktop PC motherboards and in notebook PCs. As sound cards began to lose market share, we experienced a significant loss in market share and a revenue decline from 2000 to 2001.



In early 2001, we hired our current Chief Executive Officer, Ronald Edgerton,
and established a new management team. This new management team stopped development of our ADSL SoC, reduced headcount, and redirected our development efforts towards host audio codecs and portable audio SoCs. Due primarily to increased sales of our
portable audio SoCs, our revenues increased from $30.9 million for the year ended December 31, 2002 to $100.2 million for the year ended December 31, 2003, and our operating results improved from an operating loss of $5.6 million for the year ended
December 31, 2002 to operating income of $11.3 million for the year ended December 31, 2003.



We currently offer products that serve four markets: portable compressed audio players, notebook and desktop PC audio, consumer audio, and USB peripherals. We made our first commercial shipments of PC audio codecs
during 1997. We made our first commercial shipments of USB peripheral ICs in 2000, primarily targeting USB-to-Infrared wireless connectivity applications. We made our first commercial shipments of portable audio SoCs in 2001. The primary market for
these products is the portable compressed audio player market. During 2001, we also began to sell our audio codecs into the consumer electronics market for products such as DVD players and set top boxes.



As a fabless semiconductor company, our business model is less capital
intensive because we rely on third parties to manufacture, assemble, and test our ICs. We principally rely on distributors to market our products. Our sales through distributors result in lower gross margins, but also lower selling expenses than are
associated with direct sales to end customers. A few customers account for a substantial portion of our sales. The following table sets forth our customers that represented 10% or more of our revenues for the periods indicated:



|                       |  |                              |   |  |      |  
|---------------------- |  | ---------------------------- | - |  | ---- | -
|                       |  | Three Months Ended March 31, |  
|                       |  | 2004                         |   |  | 2003 |  
|Holystone Enterprise   |  | 25.5                         | % |  | 50.6 | %
|G.M.I. Technology      |  | 18.1                         | % |  | *    |  
|Creative Technology(1) |  | 10.2                         |   |  | *    |  

---

|* | Less than 10%
|- | -------------

|(1) | Creative Technology holds more than 10% of our outstanding stock and has a representative on our Board of Directors.
|--- | --------------------------------------------------------------------------------------------------------------------



12



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The percentage of our revenues from customers located outside the U.S. was 99.9% and 99.3% for the three
months ended March 31, 2004 and 2003, respectively. Most of the products that use our ICs are manufactured outside of the U.S. As a result, we believe that a substantial majority of our revenues will continue to come from customers located outside
of the U.S. All of our revenues to date have been denominated in U.S. dollars.



The percentages of our revenues by country are set forth in the following table:



|            |  |                              |   |  |       |  
|----------- |  | ---------------------------- | - |  | ----- | -
|            |  | Three Months Ended March 31, |  
|            |  | 2004                         |   |  | 2003  |  
|Taiwan      |  | 52.3                         | % |  | 65.3  | %
|China       |  | 27.8                         |   |  | 10.5  |  
|Singapore   |  | 10.3                         |   |  | 9.5   |  
|South Korea |  | 7.0                          |   |  | 4.9   |  
|Japan       |  | 2.1                          |   |  | 5.6   |  
|U.S.        |  | 0.1                          |   |  | 0.7   |  
|Other       |  | 0.4                          |   |  | 3.5   |  
|            |  |                              |   |  |       |  
|Total       |  | 100.0                        | % |  | 100.0 | %
|            |  |                              |   |  |       |  



Our sales cycles can
take up to 12 months to complete and volume production of products that use our ICs can take an additional 3 to 6 months to be achieved, if at all. The lengthy sales cycles of our products make forecasting the volume and timing of orders difficult.
In addition, the delays inherent in lengthy sales cycles increase the risk that customers may seek to cancel or modify their orders. Our sales are made by purchase orders. Because industry practice allows customers to reschedule or cancel orders on
relatively short notice, backlog is not a good indicator of our future sales. Cancellations of customer orders or changes in product specifications could result in the loss of anticipated sales without allowing us sufficient time to reduce our
inventory and operating expenses.



Because many of our ICs are
designed for use in consumer electronic products, such as portable compressed audio players, PCs, and DVD players, we expect our business to be subject to seasonality, with increased revenues in the third and fourth quarters of each year, when
customers place orders to meet year-end holiday demand, and lower revenues in the first and second quarters of each year. However, our recent rapid revenue growth makes it difficult for us to assess the impact of seasonal factors on our business. In
particular, strong sales of our portable audio SoCs resulted in increased revenues during the first quarter of 2003 compared to the fourth quarter of 2002, offsetting seasonal demand factors.



13



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SigmaTel, Inc. was incorporated in Texas in 1993 and changed its state of incorporation to Delaware in
August 2003 by merging into a wholly owned subsidiary. As a result of the merger, that subsidiary succeeded to all rights and obligations of the Texas corporation, and the Texas corporation ceased to exist. Prior to the merger, the Delaware
subsidiary conducted no operations and had no assets or liabilities other than $1,000 of cash contributed to it by the Texas corporation.



The following describes certain line items in our statements of operations:



Revenues. Revenues consist primarily of sales of our ICs, net of sales discounts or incentives. We recognize revenues
on direct sales at the time of shipment to our customers. We defer revenues on sales through distributors with rights of return and price protection until products are resold by such distributors to their customers.



Cost of Goods Sold. Cost of goods sold consists primarily of the costs
of purchasing silicon wafers, and also includes costs associated with assembly, test and shipping of our ICs, costs of personnel and equipment associated with manufacturing support and quality assurance, and occupancy costs. Because we do not have
long-term, fixed-price supply contracts, our wafer costs are subject to the cyclical demand for semiconductors.



Research and Development. Research and development expense consists primarily of employee, contractor, and related costs, expenses for development
testing, evaluation, masking revisions, occupancy costs, and depreciation on research and development equipment. All research and development costs are expensed as incurred. We plan to continue to invest a significant amount in research and
development activities to develop new products. We expect research and development expenses to increase in absolute dollars.



Selling, General and Administrative. Selling, general and administrative expense consists primarily of employee, contractor, and related costs,
occupancy costs, sales commissions to independent sales representatives, professional services, and promotional and marketing expenses. We expect selling expenses will fluctuate with changes in revenues, and we expect that general and administrative
expenses will increase to support our future operations as well as the additional costs of operating as a publicly traded company.



Amortization of Deferred Stock-Based Compensation. In connection with grants of stock options and the issuance of warrants as a private company
between 2000 and 2003, we recorded an aggregate of $7.5 million in deferred stock-based compensation. These options and warrants are considered compensatory because the fair value of our stock determined for financial reporting purposes was greater
than the fair value determined by our board of directors on the date of grant or issuance. As of March 31, 2004, we had an aggregate of $2.7 million of deferred stock-based compensation remaining to be amortized. We are amortizing deferred
stock-based compensation over the vesting period of the related options and warrants, which is generally four or five years. This deferred stock-based compensation balance is expected to be amortized as follows: $2.4 million during 2004; $0.9
million during 2005 and $0.4 million during 2006.



Provision
for Income Taxes. As of December 31, 2003, we had net operating loss carryforwards of approximately $36.3 million. These net operating loss carryforwards will expire at various dates beginning in 2011. We also had research and development tax
credit carryforwards of approximately $2.4 million for federal income tax purposes. The federal research and development tax credit carryforward will expire at various dates beginning in 2011. The state research credit can be carried forward
indefinitely. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.



Under the Internal Revenue Code, certain substantial changes in ownership could result in an annual limitation on the amount of net operating loss and
credit carryforwards that can be utilized in future years to offset future taxable income. Annual limitations may result in the expiration of net operating loss and credit carryforwards before they are used. As of December 31, 2003, approximately
$2.4 million of our net operating loss carryforwards was subject to limitations on the amount that can be recognized in any annual period.



14



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Results of Operations



The following table sets forth our statements of operations as a percentage of revenues for the periods indicated:



|                                                      |  |                             |   |  |       |   
|----------------------------------------------------- |  | --------------------------- | - |  | ----- | --
|                                                      |  | Three Months EndedMarch 31, |  
|                                                      |  | 2004                        |   |  | 2003  |   
|Revenues, net                                         |  | 100.0                       | % |  | 100.0 | % 
|Cost of goods sold                                    |  | 46.9                        |   |  | 57.0  |   
|                                                      |  |                             |   |  |       |   
|Gross profit                                          |  | 53.1                        |   |  | 43.0  |   
|Operating expenses:                                   |  |                             |   |  |       |   
|Research and development                              |  | 19.3                        |   |  | 28.4  |   
|Selling, general and administrative                   |  | 9.2                         |   |  | 11.9  |   
|Amortization of deferred stock-based compensation     |  | 3.2                         |   |  | 1.9   |   
|                                                      |  |                             |   |  |       |   
|Total operating expenses                              |  | 31.7                        |   |  | 42.2  |   
|                                                      |  |                             |   |  |       |   
|Operating income                                      |  | 21.4                        |   |  | 0.8   |   
|Interest income                                       |  | 1.1                         |   |  | 0.1   |   
|Interest expense                                      |  |                            |   |  | (5.7  | ) 
|                                                      |  |                             |   |  |       |   
|Income (loss) before income taxes                     |  | 22.5                        |   |  | (4.8  | ) 
|Income taxes                                          |  | 0.5                         |   |  |      |   
|                                                      |  |                             |   |  |       |   
|Net income (loss) attributable to common stockholders |  | 22.0                        | % |  | (4.8  | )%
|                                                      |  |                             |   |  |       |   



Comparison of Three Months Ended
March 31, 2004 to Three Months Ended March 31, 2003



Revenues. Revenues for the three months ended March 31, 2004 were $31.5 million compared to $12.9 million for the three months ended March 31, 2003, an increase of 144.6%. This increase was due to an increase in revenues from all of
our product linesportable audio SoCs, audio codecs and USB peripheral ICs. The increase in revenues from our portable audio SoCs was due to the continued growth of the emerging portable compressed audio player market and our favorable
competitive position within that market. Revenues from our portable audio SoCs were 80.7% of total revenues for the three months ended March 31, 2004. Our favorable competitive position in this market is primarily due to our integration of analog
and digital components onto a single IC, and the resulting small form factor, low power consumption, and overall low cost to our customers. The increase in revenues from audio codecs was due to increased sales to PC manufacturers and their ODMs
partially offset by decreased sales to sound card manufacturers.



Revenues from Holystone, our largest distributor located in Taiwan, increased by $1.5 million from $6.5 million in the first quarter of 2003, but decreased to 25.5% of total revenues during the three months ended March 31, 2004 from 50.6%
during the three months ended March 31, 2003 due to stronger demand for our portable audio SoCs in geographic regions such as China and South Korea. Sales to Creative Technology, an affiliate, increased to 10.2% of total revenues during the three
months ended March 31, 2004 from 9.5% during the three months ended March 31, 2003 due to an increase in their purchases of our portable audio SoCs. Creative Technology purchases our standard products at prices and on terms similar to other
customers who buy similar products and volumes.



15



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Gross Profit. Gross profit as a percentage of revenues, or gross margin, was 53.1% for the three
months ended March 31, 2004 compared with 43.0% for the three months ended March 31, 2003. The increase in gross margin was primarily due to a favorable product mix and a reduction in manufacturing costs, which included both lower wafer costs, lower
test costs and improved manufacturing yields. The favorable product mix resulted from increased revenues from our portable audio SoCs and USB peripheral ICs, as a percentage of total revenues, as the gross margin from these products is generally
higher than from our audio codecs. We expect our gross margins for the future to be consistent with those achieved during the first quarter of 2004. However, increased competition could adversely impact our pricing, particularly in the portable
compressed audio player and USB peripherals markets, which could adversely impact our gross margins.



Research and Development. Research and development expenses increased to $6.1 million, or 19.3% of revenues, for the three months ended March 31,
2004 from $3.7 million, or 28.4% of revenues, for the three months ended March 31, 2003. This dollar increase of 66.1% was primarily due to increases in our engineering headcount, including independent contractors, as well as increases in the costs
of design tools. Such increases were primarily to support hardware and software development on our latest portable audio SoCs, the STMP 35XX and STMP 36XX families of products, and our latest USB peripheral IC, the STBD 2010. This increased research
and development spending has resulted in substantial completion of the design of these products and the creation of several patentable inventions, enabling us to prepare additional U.S. patent applications covering inventions made during the STMP
35XX and STBD 2010 design processes. We expect that research and development expenses will increase in absolute dollars in future periods as we continue to increase our staffing and associated costs to pursue additional new product development
opportunities, but such expenses will fluctuate as a percentage of revenue due to changes in revenue.



Selling, General and Administrative. Selling, general and administrative expenses increased to $2.9 million, or 9.2% of revenues, for the three
months ended March 31, 2004 from $1.5 million, or 11.9% of revenues, for the three months ended March 31, 2003. This dollar increase of 88.5% was due to increases in sales, marketing, and administrative personnel, as well as increases in commissions
paid to independent sales representatives due to our revenue growth. We expect that selling, general and administrative expenses will increase in absolute dollars in future periods as we continue to increase our staffing and customer support and
associated costs, but such expenses will fluctuate as a percentage of revenues due to changes in revenues.



Amortization of Deferred Stock-Based Compensation. We record deferred stock-based compensation for the difference between the exercise price of
option grants and the fair value of our common stock at the time of such grants which resulted in amortization expense of $1.0 million and $0.2 million for the three months ended March 31, 2004, and 2003, respectively.



Interest Income. Interest income increased to $0.3 million for the
three months ended March 31, 2004 from $9,000 for the three months ended March 31, 2003. This was due to increased income earned on our cash balances and investments in short-term marketable securities since the completion of our initial public
offering in September 2003.



Interest Expense. Interest
expense decreased to $8,000 for the three months ended March 31, 2004 from $0.7 million for the three months ended March 31, 2003. This was due to a decrease in non-cash interest charges related to warrants issued to investors for their guarantee of
certain of our indebtedness from April 2001 through April 2003, as well as, decreased interest expense on lower levels of debt outstanding during the 2004 period. During the first quarter of 2003, we raised $8.1 million from sales of our preferred
stock and used the proceeds to pay down our debt. During the third quarter of 2003, we successfully completed an initial public offering of approximately 7.4 million shares of our common stock, which resulted in net proceeds to us of approximately
$101.4 million. A portion of the proceeds was used to pay off all of our existing long-term debt.



Income Taxes. Income tax expense increased to $141,000 for the three months ended March 31, 2004 from zero for the three months ended March 31,
2003. This was due to an increase in income before income taxes to $7.1 million for the three months ended March 31, 2004 compared to a loss before income taxes of $0.6 million for the three months ended March 31, 2003.



16



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Liquidity and Capital Resources



As of March 31, 2004, we had $121.6 million in cash, cash equivalents and short-term investments. On September 19, 2003, we
completed an initial public offering of approximately 7.4 million shares of our common stock resulting in net proceeds to us of approximately $101.4 million. On February 18, 2004, we completed a follow-on public offering of 250,000 shares of our
common stock resulting in net proceeds to us of approximately $5.3 million.



Net cash provided by operating activities was $5.0 million for the three months ended March 31, 2004, while our operating activities used cash in the amount of $2.3 million during the three months ended March 31,
2003. The improvement in our operating cash flows is primarily the result of increased net income. Our accounts receivable increased $0.4 million and $2.7 million during the three months ended March 31, 2004 and 2003, respectively. These changes are
due to fluctuations in revenues and the timing of customer payments. Our inventories increased $0.6 million during the three months ended March 31, 2004 and decreased $0.9 million during the three months ended March 31, 2003. Our reserve for
slow-moving and obsolete inventory as a percentage of total inventory was 16.6% and 12.4% as of March 31, 2004 and December 31, 2003, respectively. We monitor and analyze our inventory for obsolescence and adjust this reserve accordingly. Our
accounts payable decreased $2.4 million and $1.0 million during the three months ended March 31, 2004 and 2003, respectively. These changes are due to the timing of payments to suppliers. Our deferred revenue increased $0.9 million during the three
months ended March 31, 2004 due to increases in our products held at distributors to enable them to meet increased customer demand for our products.



Our investing activities used cash of $45.2 million and $0.6 million during the three months ended March 31, 2004 and 2003, respectively. Investing
activities primarily represented purchases of capital equipment and purchases of short-term investments.



Capital expenditures were $2.9 million and $0.6 million during the three months ended March 31, 2004 and 2003, respectively. These expenditures were for
the purchase of design software and engineering tools and other computer equipment and software. Research and development resources are required to develop and expand our core technologies and proprietary product offerings. Our research and
development expenses were $6.1 million and $3.7 million during the three months ended March 31, 2004 and 2003, respectively. These expenditures resulted in the enhancement of our product offerings, technological know how and inventions that have
yielded several U.S. patents and pending U.S. patents. We expect to continue to incur significant research and development expenses and will fund these expenses with operating cash flow and existing cash balances.



Our financing activities provided $8.2 million and $5.2 million during the
three months ended March 31, 2004 and 2003, respectively. During the first quarter of 2003, we received proceeds of $8.1 million from the issuance of convertible preferred stock and $5.2 million from proceeds from long-term debt. A substantial
portion of these proceeds was used to pay down and refinance our bank credit facility. On February 18, 2004, we completed a follow-on equity offering and received $5.3 million of net offering proceeds. We also received $1.8 million in proceeds from
the exercise of employee stock options and $0.9 million from the purchase of stock under our Employee Stock Purchase Plan. These proceeds were invested in short-term, investment grade, interest bearing instruments, pending their use to fund working
capital and capital expenditures as required.



The fair value
of our investments in marketable securities at March 31, 2004 was $91.7 million. Investments with maturities beyond one year may be classified as short-term based on their highly liquid nature and because such marketable securities represent the
investment of cash that is available for current operations. Our investment policy is to manage our investment portfolio to preserve principal and liquidity while maximizing the return on the investment portfolio through the full investment of
available funds. We diversify the marketable securities portfolio by investing in multiple types of investment-grade securities. Our investment portfolio is primarily invested in short-term securities with at least an investment grade rating to
minimize interest rate and credit risk as well as to provide for an immediate source of funds. Although changes in interest rates may affect the fair value of the investment portfolio and cause unrealized gains or losses, such gains or losses would
not be realized unless the investments are sold.



We believe
our existing cash balances and short-term investments, together with our bank credit facility and cash expected to be generated from operating activities, will be sufficient to meet our anticipated cash needs for at least the next 12 months. Our
future capital requirements will depend on many factors, including our level of



17



---

revenues, the timing and extent of spending to support product development efforts, the expansion of sales and marketing
activities, the timing of introductions of new products, the costs to ensure access to adequate manufacturing capacity, and the continuing market acceptance of our products. We could be required, or could elect, to seek additional funding through
public or private equity or debt financing and additional funds may not be available on terms acceptable to us or at all.



Critical Accounting Policies and Estimates



Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the U.S. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to uncollectible accounts receivable, inventories, investments, intangible assets, income taxes, financing operations, warranty
obligations and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making the judgments
about the carrying values of assets and liabilities that are not readily apparent from other sources. Because this can vary in each situation, actual results may differ from the estimates under different assumptions and conditions.



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



Revenue Recognition. We recognize revenues in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements, as amended by SAB 101A and
101B (SAB 101) and SAB 104, Revenue Recognition. SAB 101 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have
been rendered; (3) the fee is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on managements judgment regarding the fixed nature of the fee charged for products delivered
and the collectibility of those fees. Should changes in conditions cause management to determine these criteria are not met for certain future transactions, revenues recognized for any reporting period could be adversely impacted.



Revenues from product sales to customers other than distributors are
recognized upon shipment and reserves are provided for estimated allowances. We defer recognition of revenues on sales to distributors with rights of return and price protection until our product has been sold by the distributor to their customers.



Short-term Investments.Short-term investments consist
of corporate, state and municipal securities with readily determinable fair market values and original maturities in excess of three months. Investments with maturities beyond one year may be classified as short-term based on their highly liquid
nature and because such marketable securities represent the investment of cash that is available for current operations. Our investments are classified as available-for-sale and accordingly are reported at fair value, with unrealized
gains and losses, if material, reported as a component of stockholders equity. Unrealized losses are charged against income when a decline in the fair market value of an individual security is determined to be other than temporary. Realized
gains and losses on investments are included in interest income.



Inventory Valuation. We value our inventory at the lower of the actual costs of our inventory or its current estimated market value. We record inventory provisions for estimated obsolescence or unmarketable inventories based upon
assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory provisions may be required.



Accounting for Stock-Based Compensation. Our stock-based employee compensation plans are described more fully in Note
11 to the financial statements. We account for these plans under the recognition and measurement principles of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock issued toEmployees, and related
interpretations. We amortize stock-based compensation over the vesting periods of the related options, which are generally either four or five years, in accordance with FASB Interpretation No. 28, Accounting for Stock Appreciation Rights and
Other Variable Stock Option or Award Plans, an interpretation of APB Opinions No. 15 and 25.



18



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We have recorded deferred stock-based compensation representing the difference between the deemed fair
value of our common stock for accounting purposes and the option exercise price. We determined the deemed fair value of our common stock based upon several factors, including trends in the broad market for technology stocks and the expected
valuation we would obtain in an initial public offering. Had different assumptions or criteria been used to determine the deemed fair value of our common stock, materially different amounts of stock-based compensation could have been reported.



Pro forma information regarding net income (loss) attributable
to common stockholders and net income (loss) per share attributable to common stockholders is required in order to show our net income (loss) as if we had accounted for employee stock options under the fair value method of Statement of Financial
Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, Accounting for Stock-Based Compensation, Transition and Disclosure. This information is contained in Note 3 to our
financial statements. The fair value of options and shares issued pursuant to our option plan at the grant date were estimated using the Black-Scholes option-pricing model.



Impairment of Long-lived Assets. We evaluate long-lived assets held and used by us for impairment whenever events or
changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, we compare the projected undiscounted future cash flows associated with the related asset or group of assets over their
estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is
recorded in the period in which the determination is made.



19



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Item 3: Quantitative and Qualitative Disclosures About Market Risk



We operate in a dynamic and rapidly changing environment that involves numerous risks and uncertainties. The following section describes some, but not
all, of these risks and uncertainties that we believe may adversely affect our business, financial condition or results of operations. This section should be read in conjunction with the Unaudited Condensed Financial Statements and Notes thereto,
and Managements Discussion and Analysis of Financial Condition and Results of Operations as of March 31, 2004 and for the three months then ended contained elsewhere in this Form 10-Q.



Interest Rate Risk



The primary objective of our investment activities is to preserve principal while maximizing the income without
significantly increasing risk. Some of the securities in which we invest may be subject to market risk. This means that a change in prevailing interest rates may cause the principal amount of the investment to fluctuate. To minimize this risk in the
future, we intend to maintain our portfolio of cash equivalents and short-term investments in a variety of securities, including commercial paper, money market funds, government and non-government debt securities and certificates of deposit. The
risk associated with fluctuating interest rates is limited to our investment portfolio and we do not believe that a 10% change in interest rates would have a significant impact on our interest income. As of March 31, 2004, all of our investments
were in money market accounts or investment grade securities.



Our exposure to market risk also relates to the increase or decrease in the amount of interest expense we must pay on our outstanding debt instruments, primarily certain borrowings under our bank credit facility. See Note 8 of the notes to
our financial statements. As of March 31, 2004, this facility provides for borrowings up to $8.0 million. At March 31, 2004, there were no balances outstanding under this facility. The advances under this facility bear a variable interest rate based
on the prime rate. The risk associated with fluctuating interest expense is limited to this debt instrument and we do not believe that a 10% change in the prime rate would have a significant impact on our interest expense.



Risks That May Affect Future Results



You should carefully consider the risks described below and all of the other
information contained in this quarterly report on Form 10-Q in evaluating SigmaTel and our business. The risks and uncertainties described below are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known
to us or that we currently deem immaterial may also impair our business operations. If any of the following risks actually occur, our business, financial condition and results of operations would suffer. In such case, the trading price of our common
stock could decline, and you may lose all or part of your investment in our common stock.



Our limited history of sales of our key products makes it difficult to evaluate our prospects.



Most of our key products have only been sold in significant quantities for a short time. For example, our STMP 3410 portable audio SoC was introduced in
the fourth quarter of 2001 but did not begin shipping in significant quantities until the second quarter of 2002, and production volumes of our STMP 35XX family of portable audio SoC products began shipping in the fourth quarter of 2003. Sales of
both the STMP 3410 and the STMP 35XX family of products are highly dependent upon continued acceptance of portable MP3 music players by consumers. Since we cannot accurately monitor sell-through of our ultimate end customers MP3 players which
contain our portable audio SoCs, it is possible that some of these products may not be selling through. As a result, our customers could experience inventory growth that could cause them to purchase fewer products from us or seek to return products
to us in the future. There can be no assurance that our customers have not or will not place orders in excess of their requirements in response to actual or perceived shortages in the supply of our ICs. In such event, it will be more difficult for
us to forecast our future revenues and budget our operating expenses, and our operating results would be adversely affected to the extent such excess orders are cancelled or rescheduled. We have limited historical financial data from which to
predict our future sales and operating results for our portable audio SoCs and other key products that we have recently introduced. Our limited operating experience with these products, combined with the rapidly evolving nature of the markets in
which we sell our products, and other factors which are beyond our control, limit our ability to accurately forecast quarterly or annual sales. Because most of our expenses are fixed in the short term or incurred in advance of anticipated sales, we
may not be able to decrease our expenses in a timely manner to offset any shortfall in sales. We are currently expanding our staffing and increasing our expenditures to support future growth. If our growth does not materialize, our operating results
would be adversely impacted.



20



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We do not expect to sustain our recent growth rate.



Due primarily to increased sales of our portable audio SoCs, we have experienced significant revenue growth and have gained
significant market share in a relatively short period of time. Specifically, our annual revenues increased from $30.9 million in 2002 to $100.2 million in 2003 and our quarterly revenues have increased from $12.9 million in the first quarter of 2003
to $31.5 million in the first quarter of 2004. However, we do not expect similar revenue growth or market share gains in future periods. Accordingly, you should not rely on the results of any prior quarterly or annual periods as an indication of our
future operating performance.



We have incurred losses in prior periods and
may incur losses in the future.



Although we had net
income of $6.9 million for the three months ended March 31, 2004, we incurred net losses of approximately $0.6 million for the three months ended March 31, 2003 and $8.3 million and $18.4 million for the years ended December 31, 2002 and 2001,
respectively. As of March 31, 2004, we had an accumulated deficit of approximately $36.2 million. Despite realizing net income in the three months ended March 31, 2004 and in the year ended December 31, 2003, we may incur losses in the future. We
expect our operating expenses to increase as we pursue our strategic objectives. Our results of operations for the three months ended March 31, 2004 include non-cash charges of $1.0 million related to stock based compensation. We will continue to
incur stock-based compensation in the future as a result of past option grants. Our ability to maintain profitability depends on the rate of growth of our target markets, the continued market acceptance of our customers products, the
competitive position of our products, and our ability to develop new products. Even though we have achieved profitability, we may not be able to sustain or increase profitability on a quarterly or an annual basis.



We depend on a few key customers for a substantial majority of our sales and the loss of,
or a significant reduction in orders from, any of them would likely significantly reduce our revenues.



For the three months ended March 31, 2004 and 2003, sales to our top five customers accounted for approximately 72.3% and 78.0%, respectively, of our
revenues. Our operating results in the foreseeable future will likely continue to depend on sales to a relatively small number of customers, as well as the ability of these customers to sell products that use our ICs. Our revenues would likely
decline if one or more of these customers were to significantly reduce, delay or cancel their orders for any reason. In addition, any difficulty in collecting outstanding amounts due from our customers, particularly customers who place large orders,
would harm our financial performance. Because our sales are made by means of standard purchase orders rather than long term contracts, we cannot assure you that our customers will continue to purchase our products at current levels, or at all.



We rely primarily on a small number of distributors to market and
distribute our products, and if we fail to maintain or expand these sales channels, our revenues would likely decline.



Sales to a small number of distributors generate a significant amount of our revenues. Our sales through distributors accounted for 75.5% and 77.6% of our
revenues for the three months ended March 31, 2004 and 2003, respectively. Our sales to Holystone, a distributor, accounted for 25.5% and 50.6% of our revenues in the three months ended March 31, 2004 and 2003, respectively. If Holystone or our
other distributors were to materially reduce their purchases from us, our business, financial condition and results of operations would suffer.



Our business will depend on our ability to maintain and expand our relationships with distributors, develop additional channels for the distribution and
sale of our products and effectively manage these relationships. Our distributors decide whether to include our products among those that they sell and may carry and sell product lines that are competitive with ours. Because our distributors are not
required to make a specified minimum level of purchases from us, we cannot be sure that they will prioritize selling our products. As we continue to expand our indirect sales capabilities, we will need to manage the potential conflicts that may
arise within our indirect sales force. We also rely on our distributors to accurately and timely report to us their sales of our products and to provide certain engineering support services to customers. Our inability to obtain accurate and timely
reports and to successfully manage these relationships would adversely affect our business and financial results.



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Our business is highly dependent on the consumer electronics market, which is characterized by short product life
cycles, fluctuations in demand and seasonality, and subject to risks related to product transitions and supply of other components.



We derive a substantial portion of our revenues from a limited number of products that are used in consumer electronic devices. The consumer electronics
market is characterized by intense competition, rapidly evolving technology, and ever-changing consumer preferences. These factors result in the frequent introduction of new products, short product life cycles and significant price competition. The
dynamic nature of this market limits our, as well as our customers, ability to accurately forecast quarterly and annual sales. If we, or our customers, are unable to manage product transitions, our business and results of operations could be
negatively affected. For example, if our customers transition from one type of flash memory to another type and our product is not compatible with the new type of flash memory, sales of our ICs would be adversely affected if we were unable to update
our product in a timely manner. In addition, we are subject to the risk of supply problems with other components of the end products of our customers. For example, if our customers could not obtain sufficient supplies of flash memory, a key
component in many portable compressed audio players, the sales of our products that are also included in such devices would be adversely affected. Furthermore, continuing technological advancement in consumer electronic devices, which is a
significant driver of customer demand, is largely beyond our control.



The expansion of the consumer electronics market in general, and the demand for MP3 products in particular, may be adversely impacted by the enforcement of limits on file sharing and downloadable music. The major record labels have
complained about consumers downloading music off of the Internet without paying any fees or royalties to the owners of that music. In particular, the Recording Industry Association of America, a recording industry trade group, has sued numerous
individuals who illegally distribute copyrighted songs over the Internet. If the record labels, other music producers, or other parties are successful in limiting the ability of consumers to obtain free music on the Internet, the demand for consumer
electronic devices such as MP3 players that use our ICs may decline. Any decline in consumer spending relating to general economic conditions, future terrorist attacks or disease outbreaks, such as Severe Acute Respiratory Syndrome, or SARS, could
also limit the expansion of the consumer electronics market, thus adversely affecting our business.



Because many of our ICs are designed for use in consumer electronic products, such as portable compressed audio players, PCs, and DVD players, we expect
our business to be subject to seasonality, with increased revenue in the third and fourth quarters of each year, when customers place orders to meet year-end holiday demand, and lower revenue in the first and second quarters of each year. However,
our recent rapid growth in revenues makes it difficult for us to assess the impact of seasonal factors on our business. In particular, strong sales of our portable audio SoCs resulted in increased revenues during the first quarter of 2003 compared
to the fourth quarter of 2002, offsetting seasonal demand factors. If we or our customers are unable to ramp up production of new or existing products to meet any increases in demand due to seasonality or other factors, our revenues from such
products would be adversely affected.



The semiconductor industry is
currently experiencing a shortage of flash memory, which is a key component in many portable compressed audio players.



Global demand for flash memory is currently exceeding supply, resulting in increases in average selling prices for flash memory and in the inability of
many buyers of flash memory to purchase enough flash memory to satisfy demand for their end products. Many of our customers have indicated that they are currently unable to acquire enough flash memory to meet all of the anticipated demand for their
compressed audio players. Although several manufacturers of flash memory are increasing manufacturing capacity for flash memory, there can be no assurance that enough additional capacity will become available to satisfy worldwide demand for flash
memory. Because flash memory is a key component of most of the portable compressed audio players manufactured by our customers, if demand for flash memory continues to outpace the availability of supply, our customers may not be able to purchase
enough flash memory to manufacture all the compressed audio players which demand for their products would justify and may therefore purchase fewer portable audio SoCs from us than they would have otherwise purchased. Thus, our ability to increase
revenues and grow our profits could be negatively impacted as a result of the current limited supply of flash memory.



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Because of the lengthy sales cycles for our products and the fixed nature of a significant portion of our expenses, we
may incur substantial expenses before we earn associated revenues and may not ultimately achieve our forecasted sales for our products.



Our sales cycles can take up to 12 months to complete and volume production of products that use our ICs can take an additional 3 to 6 months to be
achieved, if at all. Sales cycles for our products are lengthy for a number of reasons:



| |  | our customers usually complete an in-depth technical evaluation of our products before they place a purchase order;
| | - | -------------------------------------------------------------------------------------------------------------------



| |  | the commercial adoption of our products by OEMs and original device manufacturers, or ODMs, is typically limited during the initial release of their product to evaluate product
performance and consumer demand;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | new product introductions often center around key trade shows and failure to deliver a product prior to such an event can seriously delay introduction of a product; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the development and commercial introduction of products incorporating new technology frequently are delayed.
| | - | ------------------------------------------------------------------------------------------------------------



As a result of our lengthy sales cycles, we may incur substantial expenses
before we earn associated revenues because a significant portion of our operating expenses is relatively fixed and based on expected revenues. The lengthy sales cycles of our products make forecasting the volume and timing of orders difficult. In
addition, the delays inherent in lengthy sales cycles raise additional risks that customers may cancel or change their orders. Our sales are made by purchase orders. Because industry practice allows customers to reschedule or cancel orders on
relatively short notice, backlog is not always a good indicator of our future sales. If customer cancellations or product changes occur, this could result in the loss of anticipated sales without allowing us sufficient time to reduce our inventory
and operating expenses.



We derive a substantial portion of our revenues
from our portable audio SoCs, the selling prices of our products tend to decline over time, and if we are unable to develop successful new products in a timely manner, our operating results and competitive position could be harmed.



Our recent revenue growth has been primarily from sales of our portable
audio SoCs. Our future success depends on our ability to develop successful new products in a timely and cost-effective manner. We are required to continually evaluate expenditures for planned product developments and choose among alternatives based
upon our expectations of future market trends. We cannot assure you that we will be able to develop and introduce new or enhanced products in a timely and cost-effective manner or that our products will generate significant revenues. The development
of our ICs is highly complex, and successful product development and market acceptance of our products depend on a number of factors, including:



| |  | our accurate prediction of the changing requirements of our customers;
| | - | ----------------------------------------------------------------------



| |  | our timely completion and introduction of new designs;
| | - | ------------------------------------------------------



| |  | the availability of third-party manufacturing, assembly, and test capacity;
| | - | ---------------------------------------------------------------------------



| |  | the ability of our foundries to achieve high manufacturing yields for our products;
| | - | -----------------------------------------------------------------------------------



| |  | our ability to transition to smaller manufacturing process geometries;
| | - | ----------------------------------------------------------------------



| |  | the quality, price, performance, power efficiency and size of our products and those of our competitors;
| | - | --------------------------------------------------------------------------------------------------------



| |  | our management of our indirect sales channels;
| | - | ----------------------------------------------



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| |  | our customer service capabilities and responsiveness;
| | - | -----------------------------------------------------



| |  | the success of our relationships with existing and potential customers; and
| | - | ---------------------------------------------------------------------------



| |  | changes in industry standards.
| | - | ------------------------------



As is typical in the semiconductor industry, the selling price of a product tends to decline significantly over the life of the product. If we are unable
to offset any reductions in the selling prices of our products by introducing new products at higher prices or by reducing our costs, our revenues, gross margins and operating results would be adversely affected.



We rely on third-party contractors to manufacture, assemble and test our products and our
failure to successfully manage our relationships with these contractors could damage our relationships with our customers, decrease our sales, and limit our growth.



We rely on third-party contractors to manufacture, assemble, and test our ICs. We currently do not have long-term supply
contracts with any of our third-party vendors. None of our third-party vendors are obligated to perform services or supply products to us for any specific period, or in any specific quantities, except as may be provided in a particular purchase
order. There are significant risks associated with our reliance on these third-party contractors, including:



| |  | potential price increases;
| | - | --------------------------



| |  | capacity shortages;
| | - | -------------------



| |  | their inability to increase production and achieve acceptable yields on a timely basis;
| | - | ---------------------------------------------------------------------------------------



| |  | reduced control over delivery schedules and product quality;
| | - | ------------------------------------------------------------



| |  | increased exposure to potential misappropriation of our intellectual property;
| | - | ------------------------------------------------------------------------------



| |  | limited warranties on wafers or products supplied to us;
| | - | --------------------------------------------------------



| |  | shortages of materials that foundries use to manufacture our products;
| | - | ----------------------------------------------------------------------



| |  | failure to qualify a selected supplier;
| | - | ---------------------------------------



| |  | labor shortages or labor strikes; and
| | - | -------------------------------------



| |  | actions taken by our third-party contractors that breach our agreements.
| | - | ------------------------------------------------------------------------



Because future foundry capacity may be limited and because we do not have long-term agreements with our foundries, we may not be able to secure adequate manufacturing
capacity to satisfy the demand for our products.



Presently we utilize one principal foundry to manufacture our portable audio SoCs and another principal foundry to manufacture our audio codecs. In general, each of our products is manufactured at a single foundry. We provide these
foundries with monthly rolling forecasts of our production requirements; however, the ability of each foundry to provide wafers to us is limited by the foundrys available capacity. Moreover, the price of our wafers will fluctuate based on
changes in available industry capacity. We do not have long term supply contracts with any of our foundries. Therefore, our foundry suppliers could choose to prioritize capacity for other customers, particularly larger customers, reduce or eliminate
deliveries to us on short notice or increase the prices they charge us. Accordingly, we cannot be certain that our foundries will allocate sufficient capacity to satisfy our requirements. If we are not able to obtain foundry capacity as required,
our relationships with our existing customers would be harmed and our sales would likely decline.



24



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If our foundries do not achieve satisfactory yields or quality, our sales could decrease, and our relationships with
our customers and our reputation may be harmed.



Minor
deviations in the IC manufacturing process can cause substantial decreases in yields, and in some cases, cause production to be suspended. For example, a design error by one of our third-party foundries during 2001 caused very low yields for several
months, which negatively impacted our business. Our foundries are responsible for yield losses due to their errors, but these yield losses could cause us to delay shipments to our customers. Our parts are qualified with our foundries, at which time
a minimum acceptable yield is established. If actual yield is below the minimum, the foundry incurs the cost of the wafers. If actual yield is above the minimum, we incur the cost of the wafers. The manufacturing yields for our new products tend to
be lower initially and increase as we achieve full production. Our product pricing is based on the assumption that an increase in manufacturing yields will continue, even with the increasing complexity of our ICs. Shorter product life cycles require
us to develop new products faster and to manufacture these products for shorter periods of time. In many cases, these shorter manufacturing periods will not reach the longer, high volume manufacturing periods conducive to higher manufacturing yields
and declining costs. As a result, if our foundries fail to deliver fabricated silicon wafers of satisfactory quality in the volume and at the price required, we will be unable to meet our customers demand for our products or to sell those
products at an acceptable profit margin, which would adversely affect our sales and margins and damage our customer relationships.



Our third-party foundries, other subcontractors and many of our customers and end customers are located in the Pacific Rim, an area subject to significant earthquake
risk and adverse consequences related to the outbreak of SARS and other public health concerns.



All of the principal foundries that manufacture our products and all of the principal subcontractors that assemble, package, and test our products are
located in either South Korea, Singapore, Hong Kong, or Taiwan. Many of our customers are also located in these areas. The risk of an earthquake in these Pacific Rim locations is significant. The occurrence of an earthquake or other natural disaster
near these foundries or subcontractors could result in damage, power outages and other disruptions that impair their production and assembly capacity. Any disruption resulting from such events could cause significant delays in the production or
shipment of our products until we are able to shift our manufacturing, assembling, packaging or production testing from the affected contractor to another third-party vendor. While we have some foundry capacity in the United States, we may not be
able to increase our foundry capacity in the United States, or obtain other alternate foundry capacity on favorable terms, if at all. The 2003 outbreak of SARS curtailed travel to and from certain countries (primarily in the Asia-Pacific region) and
limited travel and shopping within those countries and any future outbreaks of SARS or other public health concerns could have similar consequences. In addition, outbreaks of disease or other disasters could limit consumer demand for our ICs or the
products that use our ICs.



Our recent expansion has placed a significant
strain on our management, personnel, systems and resources, and the continued success of our business depends on our ability to successfully manage any future expansion.



Our business has expanded rapidly, and we expect that further expansion will be required to address the potential growth in
our customer base. This expansion has placed, and any future expansion will continue to place, a significant strain on our management, personnel, systems and resources. If we are unable to manage our growth effectively, we may not be able to take
advantage of market opportunities, develop new products, enhance our technological capabilities, satisfy customer requirements, execute on our business plan or respond to competitive pressures. To successfully manage our growth, we believe we must
effectively:



| |  | hire, train, integrate and manage additional qualified engineers for research and development activities, sales and marketing personnel, and financial and information technology
personnel;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | continue to enhance our customer resource management and manufacturing management systems;
| | - | ------------------------------------------------------------------------------------------



| |  | expand and upgrade our core technologies; and
| | - | ---------------------------------------------



| |  | manage multiple relationships with our distributors, suppliers, and other third parties.
| | - | ----------------------------------------------------------------------------------------



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We may experience significant period-to-period quarterly and annual fluctuations in our revenues and operating
results, which may result in volatility in our stock price.



We have in the past and may in the future experience significant period-to-period fluctuations in our revenues and operating results due to a number of factors, including:



| |  | the timing and volume of purchase orders and cancellations from our customers;
| | - | ------------------------------------------------------------------------------



| |  | the rate of acceptance of our products by our customers;
| | - | --------------------------------------------------------



| |  | the rate of growth of the market for analog-intensive, mixed-signal ICs;
| | - | ------------------------------------------------------------------------



| |  | fluctuation and seasonality in demand for our products;
| | - | -------------------------------------------------------



| |  | increases in prices charged by our foundries and other third-party subcontractors;
| | - | ----------------------------------------------------------------------------------



| |  | the availability of third-party foundry capacity;
| | - | -------------------------------------------------



| |  | the availability of components used in our customers products, such as flash memory, which is a key component in many portable compressed audio players;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | fluctuations in manufacturing yields;
| | - | -------------------------------------



| |  | the difficulty of forecasting and managing our inventory and production levels;
| | - | -------------------------------------------------------------------------------



| |  | the rate at which new markets emerge for products we are currently developing or our ability to develop new products;
| | - | ---------------------------------------------------------------------------------------------------------------------



| |  | our involvement in litigation;
| | - | ------------------------------



| |  | natural disasters, particularly earthquakes, or disease outbreaks, such as the recent outbreak of SARS, affecting countries in which we conduct our business or in which our products
are manufactured, assembled, or tested;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | changes in our product mix; and
| | - | -------------------------------



| |  | the evolution of industry standards.
| | - | ------------------------------------



Any variations in our quarter-to-quarter performance may cause our stock price to fluctuate. It is likely that in some future period our operating results
will be below the expectations of public market analysts or investors. If this occurs, our stock price may drop, perhaps significantly.



We are subject to the highly cyclical nature of the semiconductor industry.



The semiconductor industry is highly cyclical. The industry has experienced significant downturns, often in connection with,
or in anticipation of, maturing product cycles (of both semiconductor companies and their customers products) and declines in general economic conditions. These downturns have been characterized by production overcapacity, high inventory
levels and accelerated erosion of average selling prices. Any future downturns could significantly harm our sales or reduce our profitability for a prolonged period of time. From time to time, the semiconductor industry also has experienced periods
of increased demand and production capacity constraints. We may experience substantial changes in future operating results due to general semiconductor industry conditions, general economic conditions and other factors.



26



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Because the markets in which we compete are highly competitive and many of our competitors have greater resources than
us, we cannot be certain that our products will compete favorably in the marketplace.



We face competition from a relatively large number of competitors in each of our targeted markets. In the PC and consumer audio markets, we compete primarily with AKM, Analog Devices, C-Media, Cirrus Logic, and
Realtek. In the portable compressed audio market, our principal competitors include Cirrus Logic, Micronas, Philips Semiconductor, Samsung, Telechips and Texas Instruments. Within the USB peripherals market, we compete primarily with Acer Labs Inc.,
Genesys Logic, OTI, Phison, Prolific, Standard Microsystems Corporation, and other companies providing various multi-chip solutions. We expect to face increased competition in the future from our current and emerging competitors. In addition, some
of our customers have developed and other customers could develop their own internal ICs that could replace their need for our products or otherwise reduce demand for our products.



The consumer electronics market, which is a principal end market for our ICs, has historically been subject to intense price
competition. In many cases, low cost, high volume producers have entered markets and driven down profit margins. If a low cost, high volume producer should develop products that are competitive with our products, our sales and profit margins would
suffer.



Many of our current and potential competitors have
longer operating histories, greater name recognition, access to larger customer bases and significantly greater financial, sales and marketing, manufacturing, distribution, technical and other resources than us. As a result, they may be able to
respond more quickly to changing customer demands or to devote greater resources to the development, promotion and sales of their products than we can. Our current and potential competitors may develop and introduce new products that will be priced
lower, provide superior performance or achieve greater market acceptance than our products. In addition, in the event of a manufacturing capacity shortage, these competitors may be able to obtain capacity when we are unable to do so. Furthermore,
our current or potential competitors have established or may establish, financial and strategic relationships among themselves or with existing or potential customers or other third parties to increase the ability of their products to address the
needs of our prospective customers. Accordingly, it is possible that new competitors or alliances among competitors could emerge and rapidly acquire significant market share, which would harm our business.



We depend on our key personnel to manage our business effectively, and if we are unable to
retain our current personnel and hire additional personnel, our ability to develop and successfully market our products could be harmed.



We rely heavily on the services of our key employees, including Ronald Edgerton, our Chief Executive Officer. In addition, our analog designers and other
key technical personnel represent a significant asset and serve as the source of our technological and product innovations. We believe our future success will depend upon our ability to retain these key employees and our ability to attract and
retain other skilled managerial, engineering and sales and marketing personnel. Any of our current employees may terminate their employment with us at any time. The competition for such personnel is intense in our industry. We may not be successful
in attracting and retaining sufficient numbers of technical personnel to support our anticipated growth. The loss of any of our key employees or our inability to attract or retain qualified personnel, including engineers, could delay the development
and introduction of, and negatively impact our ability to sell, our products.



Our products are complex and may require modifications to resolve undetected errors or failures in our hardware and software, which could lead to an increase in our costs, a loss of customers or a delay in market acceptance of our
products.



Our ICs are complex and may contain undetected
hardware and software errors or failures when first introduced or as new versions are released. These errors could cause us to incur significant re-engineering costs, divert the attention of our engineering personnel from product development efforts
and cause significant customer relations and business reputation problems. If we deliver products with errors, defects or bugs, our credibility and the market acceptance and sales of our products could be harmed. Defects could also lead to liability
for defective products as a result of lawsuits against us or against our customers. We have agreed to indemnify our customers in some circumstances against liability from defects in our products. A successful product liability claim could require us
to make significant damage payments.



27



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We have substantial international sales, which expose us to additional business risks including increased logistical
complexity and political instability.



Our sales outside
of the U.S. as a percentage of total sales were 99.9% and 99.3% for the three months ended March 31, 2004 and 2003, respectively. We plan to expand our international sales activities, but may not be able to maintain or increase international market
demand for our products. Our international sales are subject to a number of risks, including:



| |  | increased complexity and costs of managing international sales;
| | - | ---------------------------------------------------------------



| |  | protectionist laws and business practices that favor local competition in some countries;
| | - | -----------------------------------------------------------------------------------------



| |  | multiple, conflicting and changing laws, regulations and tax schemes;
| | - | ---------------------------------------------------------------------



| |  | longer sales cycles;
| | - | --------------------



| |  | public health concerns, such as the SARS outbreak in 2003;
| | - | ----------------------------------------------------------



| |  | greater difficulty in accounts receivable collection and longer collection periods; and
| | - | ---------------------------------------------------------------------------------------



| |  | political and economic instability.
| | - | -----------------------------------



To date, all of our sales to international customers and purchases of components from international suppliers have been denominated in U.S. dollars. As a
result, an increase in the value of the U.S. dollar relative to foreign currencies could make our products more expensive for our international customers, thus potentially leading to a reduction in sales and profitability. Furthermore, many of our
competitors are foreign companies that could benefit from such a currency fluctuation making it more difficult for us to compete with those companies.



We may be unable to effectively protect our intellectual property, which would negatively affect our ability to compete.



We believe that the protection of our intellectual property rights will
continue to be important to the success of our business. We rely on a combination of patent, copyright, trademark and trade secret laws and restrictions on disclosure to protect our intellectual property rights. We also enter into confidentiality or
license agreements with our employees, consultants and business partners, and control access to and distribution of our documentation and other proprietary information. Despite these efforts, unauthorized parties may attempt to copy or otherwise
obtain and use our proprietary technology. Monitoring unauthorized use of our technology is difficult, and we cannot be certain that the steps we have taken will prevent unauthorized use of our technology, particularly in foreign countries where the
laws may not protect our proprietary rights as fully as do the laws of the U.S. Many U.S. companies have encountered substantial infringement problems in foreign countries, including countries in which we sell products. We do not currently hold any
non-U.S. patents. We cannot be certain that patents will be issued as a result of our pending applications nor can we be certain that any issued patents would protect or benefit us or give us adequate protection from competing products. For example,
issued patents may be circumvented or challenged and declared invalid or unenforceable. We also cannot be certain that others will not develop our unpatented proprietary technology or effective competing technologies on their own.



Significant litigation over intellectual property in our industry may cause us to become
involved in costly and lengthy litigation, which could subject us to liability, require us to stop selling our products or force us to redesign our products.



In recent years, there has been significant litigation in the U.S. involving patents and other intellectual property rights
in the semiconductor industry. In the past, we have found it necessary to engage in litigation to enforce and defend our intellectual property rights, to protect our trade secrets or to determine the validity and scope of proprietary rights of
others. For example, in 2000 we settled a patent infringement and trade secret claim filed by Cirrus Logic related to our audio codec products. We believe future litigation involving intellectual property could occur.



From time to time, we receive letters from various industry participants
alleging infringement of patents or trade secrets. We typically respond when appropriate and as advised by legal counsel. Any lawsuits resulting from such allegations could subject us to significant liability for damages and invalidate our
proprietary rights.



28



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These lawsuits, regardless of their success, would likely be time-consuming and expensive to resolve and would divert management time and attention. Any
potential intellectual property litigation also could force us to do one or more of the following:



| |  | stop selling products or using technology that contain the allegedly infringing intellectual property;
| | - | ------------------------------------------------------------------------------------------------------



| |  | pay damages to the party claiming infringement;
| | - | -----------------------------------------------



| |  | attempt to obtain a license to the relevant intellectual property, which may not be available on reasonable terms or at all; and
| | - | --------------------------------------------------------------------------------------------------------------------------------



| |  | attempt to redesign those products that contain the allegedly infringing intellectual property.
| | - | -----------------------------------------------------------------------------------------------



Our intellectual property indemnification practices may adversely impact our business.



We have historically indemnified our customers for certain costs and damages
of patent infringement in circumstances where our product is the factor creating the customers infringement exposure. This practice may subject us to significant indemnification claims by our customers. In some instances, our products are
designed for use in devices manufactured by our customers that comply with international standards, such as the MP3 standard. These international standards are often covered by patent rights held by third parties, which may include our competitors.
The combined costs of identifying and obtaining licenses from all holders of patent rights essential to such international standards could be high and could reduce our profitability or increase our losses. The cost of not obtaining such licenses
could also be high if a holder of such patent rights brings a claim for patent infringement. We are aware that certain of our customers have received a notice from a third party seeking to grant a royalty bearing patent license to those customers
and claiming that those customers manufacture and sale of products capable of decoding MP3 files violates patents which the third party has the right to enforce. We have not received any such notice, and we are not aware of any claimed
violations on our part. In the contracts under which we distribute MP3 decoding products, we generally have not agreed to indemnify our customers with respect to patent claims related to MP3 decoding technology, and none of our customers have
requested indemnification relating to notices received from this third party. However, we cannot assure you that claims for indemnification will not be made or that if made, such claims would not have a material adverse effect on our business,
operating results or financial condition.



The industry standards supported
by our products are continually evolving, and our success depends on our ability to adapt our products to meet these changing industry standards.



Our ability to compete in the future will depend on our ability to ensure that our products are compliant with evolving industry standards, such as the
introduction of new compression algorithms for compressed audio players. The emergence of new industry standards could render our products incompatible with products developed by other suppliers. As a result, we could be required to invest
significant time and effort and to incur significant expense to redesign our products to ensure compliance with relevant standards. If our products are not in compliance with prevailing industry standards for a significant period of time, we could
miss opportunities to achieve crucial design wins. We may not be successful in developing or using new technologies or in developing new products or product enhancements that achieve market acceptance and such efforts may require substantial time
and expenses.



If securities or industry analysts do not continue to publish
research or reports about our business, our stock price and trading volume could decline.



The trading market for our common stock will depend on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of
the analysts who cover us downgrade our stock, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which
in turn could cause our stock price or trading volume to decline.



29



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Being a public company increases our administrative costs.



As a public company, we incur significant legal, accounting and other
expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the Securities and Exchange Commission and new listing requirements subsequently adopted by Nasdaq in
response to Sarbanes-Oxley, have required changes in corporate governance practices of public companies. These new rules, regulations, and listing requirements have increased our legal and financial compliance costs, and made some activities more
time consuming and costly. For example, as a result of becoming a public company, we have added additional independent directors, created several board committees, adopted additional internal controls and disclosure controls and procedures, retained
a transfer agent and a financial printer, adopted an insider trading policy, and have all of the internal and external costs of preparing and distributing periodic public reports in compliance with our obligations under the securities laws. These
new rules and regulations have made it more difficult and more expensive for us to obtain director and officer liability insurance. These new rules and regulations could also make it more difficult for us to attract and retain qualified members of
our board of directors, particularly to serve on our audit committee, and qualified executive officers.



Item 4: Controls and Procedures



We have performed an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of our disclosure controls and
procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the Exchange Act). Based on that evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures were effective as of
March 31, 2004 to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and
forms. During our last fiscal quarter, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.



30



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PART II. OTHER INFORMATION



Item 1. Legal Proceedings



Many
participants in the semiconductor industry have a significant number of patents and have frequently demonstrated a willingness to commence litigation based on allegations of patent and other intellectual property infringement. From time to time, we
have received, and expect to continue to receive, notices of claims of infringement, misappropriation or misuse of other parties proprietary rights. Some of these claims have led to litigation. We cannot assure you that we will prevail
in these actions, or that other actions alleging infringement by us of third-party patents, misappropriation or misuse by us of third-party trade secrets, or invalidity of our patents will not be asserted or prosecuted against us, or that any
assertions of infringement, misappropriation or misuse or prosecutions seeking to establish the invalidity of our patents will not materially and adversely affect our business, financial condition and results of operations. As of March 31, 2004, we
were not a party to any material legal proceedings.



Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities



(a) Not applicable.



(b) Not applicable.



(c) During the quarterly period ended March 31, 2004, we issued the following securities that were not registered under the Securities Act of 1933:



On March 10, 2004, we issued 19,900 shares of
our common stock upon the net exercise of warrants with a weighted average exercise price of $6.24 per share. The issuance of these securities were deemed to be exempt from registration under Section 3(a)(9) of the Securities Act as we exchanged
outstanding securities with our then security holders without paying any commissions or other remuneration in connection with such exchange, and under Section 4(2) of the Securities Act of 1933 or Regulation D thereunder as a transaction by an
issuer not involving a public offering.



(d) The Securities
and Exchange Commission declared our first registration statement, which we filed on Form S-1 (Registration No. 333-106796) under the Securities Act of 1933 in connection with the initial public offering of our common stock, effective on September
18, 2003. Under this registration statement, we registered 11,500,000 shares of our common stock, including 1,500,000 shares subject to the underwriters over-allotment option, with an aggregate public offering price of $172.5 million. We
registered 7,383,917 of these shares on our behalf and 4,116,083 of these shares on behalf of certain or our stockholders.



Our initial public offering commenced on September 19, 2003 and all of the shares of our common stock that we registered on our behalf and
on behalf of the selling stockholders were sold for the aggregate public offering price of $172.5 million through an underwriting syndicate managed by Merrill Lynch & Co., JPMorgan, CIBC World Markets and Needham & Company, Inc. This
offering terminated after the sale of all of the shares of our common stock that we registered under our registration statement on Form S-1.



The sale of 7,383,917 shares of common stock by us, including the sale of 383,917 shares pursuant to the exercise of the over-allotment
option by the underwriters, resulted in aggregate gross proceeds to us of approximately $110.8 million, approximately $7.8 million of which we applied to underwriting discounts and commissions and approximately $1.8 million of which we applied to
related costs. None of these expenses were direct or indirect payments to directors, officers or holders of 10% or more of any class of our equity. As a result, we received approximately $101.2 million in aggregate net proceeds from the offering.



As of March 31, 2004, we used the net
proceeds of the offering as follows:



| |  | $4.5 million to satisfy an outstanding obligation to Cirrus Logic related to the settlement of an intellectual property dispute in 2000, which we recorded as a litigation settlement
expense upon completion of the offering;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



31



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| |  | $4.2 million to repay existing debt under our Loan and Security Agreement with Silicon Valley Bank;
| | - | ---------------------------------------------------------------------------------------------------



| |  | $1.6 million to repay accrued interest on convertible promissory notes ($1.4 million of which was paid to our affiliates as described below), the principal amount of which notes
were converted into 1,022,102 shares of our common stock in connection with our initial public offering; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the remaining net proceeds were invested in short-term, investment-grade, interest bearing instruments, pending their use to fund working capital and other general corporate
purposes, including capital expenditures and research and development.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The affiliates who received the $1.4 million of proceeds in payment of accrued interest on their convertible promissory notes were as follows: funds affiliated with Invesco Private Capital$0.1 million; funds
affiliated with Creative Technology Ltd.$0.9 million; funds affiliated with Battery Ventures$0.4 million; and Mr. C. Hock Leow$3,000.



Item 3. Defaults Upon Senior Securities



Not applicable.



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



Not applicable.



Item 5. Other Information



| | (a) | Not applicable.
| | --- | ---------------



| | (b) | Not applicable.
| | --- | ---------------



Item 6. Exhibits and Reports on Form 8-K:



| | (a) | Exhibits: See Exhibit Index
| | --- | ---------------------------



| | (b) | During the fiscal quarter ended March 31, 2004, we filed the following Current Reports on Form 8-K:
| | --- | ---------------------------------------------------------------------------------------------------



We filed a Form 8-K on January 28, 2004 (Items 7 and 12) providing the press release describing our results of operations
for the fiscal quarter and fiscal year ended December 31, 2003.



We filed a Form 8-K on January 28, 2004 (Items 5 and 7) providing the press release describing our filing of a Form S-1 registration statement with the Securities and Exchange Commission for a proposed follow-on offering of primary and
secondary shares of our common stock.



We filed a Form 8-K on
February 19, 2004 (Items 5 and 7) providing the press release describing our pricing of the public follow-on offering of secondary and primary shares of our common stock.



We filed a Form 8-K on March 22, 2004 (Items 5 and 7) providing the press release announcing the appointment of Robert T.
Derby to serve on our Board of Directors.



32



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SIGMATEL, INC.



SIGNATURE



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.



|                      |  |                |  |                                                      
|--------------------- |  | -------------- |  | -----------------------------------------------------
|                      |  | SIGMATEL, INC.
|                      |  |               
|Dated: April 20, 2004 |  | By:            |  | /s/ Ross A. Goolsby                                  
|                      |  |                |  | Ross A. Goolsby                                      
|                      |  |                |  | Vice President of Finance and Chief Financial Officer
|                      |  |                |  | (Principal Financial and Accounting Officer)         



33



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EXHIBIT INDEX



|          |  |                                                                                                                                                                                  
|--------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit # |  | Description of Document                                                                                                                                                          
|3.1(1)    |  | Second Restated Certificate of Incorporation of Sigma Tel, Inc.                                                                                                                  
|          | 
|3.2(2)    |  | Amended and Restated Bylaws of SigmaTel, Inc.                                                                                                                                    
|          | 
|4.1(2)    |  | Specimen certificate for shares of common stock                                                                                                                                  
|          | 
|10.1(2)   |  | SigmaTel 1995 Stock Option/Stock Issuance Plan, as amended to date                                                                                                               
|          | 
|10.2(2)   |  | SigmaTel 2003 Equity Incentive Plan                                                                                                                                              
|          | 
|10.3(2)   |  | SigmaTel Employee Stock Purchase Plan                                                                                                                                            
|          | 
|10.4(2)   |  | Second Amended and Restated Investors Rights Agreement dated August 15, 2000, by and among SigmaTel and certain holders of preferred stock or common stock                      
|          | 
|10.5(2)   |  | First Amendment to Second Amended and Restated Investors Rights Agreement dated November 17, 2000, by and between SigmaTel and Cirrus Logic, Inc.                               
|          | 
|10.6(2)   |  | Second Amendment to Second Amended and Restated Investors Rights Agreement dated July 1, 2003, by and between SigmaTel and certain holders of preferred or common stock         
|          | 
|10.7(2)   |  | Lease Agreement effective August 6, 1999, by and between SigmaTel and Desta Two Partnership Ltd.                                                                                 
|          | 
|10.8(2)   |  | Amendment No. 1 to Lease Agreement, effective January 1, 2000, by and between SigmaTel and Desta Two Partnership Ltd.                                                            
|          | 
|10.9(2)   |  | Sublease dated July 16, 2001, by and between SigmaTel and Texas Networking, Inc.                                                                                                 
|          | 
|10.10(2)  |  | Office Building Lease Agreement dated June 12, 2000, by and between SigmaTel and BC Plaza II/III Ltd.                                                                            
|          | 
|10.11(2)  |  | Amended and Restated Loan and Security Agreement dated March 4, 2003, by and between SigmaTel and Silicon Valley Bank                                                            
|          | 
|10.12(2)  |  | Executive Employment Agreement dated as of March 26, 2001 by and between Ronald Edgerton and SigmaTel                                                                            
|          | 
|10.13(2)  |  | Employment Agreement dated as of January 19, 2001 by and between Alan Green and SigmaTel                                                                                         
|          | 
|10.14(2)  |  | Form of notes convertible into Series I Preferred Stock ($6.3 million total principal amount issued)                                                                             
|          | 
|10.15(2)  |  | Form of Indemnification Agreement for directors and officers                                                                                                                     
|          | 
|10.16(3)  |  | Executive Employment Agreement dated as of May 20, 2003 by and between Ross Goolsby and SigmaTel                                                                                 
|          | 
|31.01     |  | Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|          | 
|31.02     |  | Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|          | 
|32.01*    |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.   

---

|* | This exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor
shall it be deemed incorporated by reference in any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(1) | Incorporated by reference to Exhibit 3.3 of the Registrants Form S-1 Registration Statement (Registration No. 333-106796), declared effective by the Securities
and Exchange Commission on September 18, 2003.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Incorporated by reference to the exhibit of the same number to the Registrants Form S-1
Registration Statement (Registration No. 333-106796), declared effective by the Securities and Exchange Commission on September 18, 2003.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Incorporated by reference to the exhibit of the same number to the Registrants Form S-1
Registration Statement (Registration No. 333-112280), filed with the Securities and Exchange Commission on January 28, 2004.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|
|



34