SiRF Technology Holdings (SIRF)

PART I

In evaluating SiRF and SiRF’s business, you should carefully consider the risks described below in addition to the cautionary statements and other risks described elsewhere herein and in the Original Report, as well as other information in this Amended Report and in SiRF’s other filings with the SEC. Any one of the following risks could seriously harm SiRF’s business, financial condition, and results of operations, causing the price of SiRF’s stock to decline. Additional risks and uncertainties not presently known to SiRF or that SiRF currently deems immaterial may also impair SiRF’s business operations.

PART I

In evaluating SiRF and SiRF’s
business, you should carefully consider the risks described below in addition to the cautionary statements and other risks described elsewhere herein and in the Original Report, as well as other information in this Amended Report and in SiRF’s
other filings with the SEC. Any one of the following risks could seriously harm SiRF’s business, financial condition, and results of operations, causing the price of SiRF’s stock to decline. Additional risks and uncertainties not presently
known to SiRF or that SiRF currently deems immaterial may also impair SiRF’s business operations.

PART II

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

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

After the completion of SiRF’s third fiscal quarter of 2008 and in connection with the audit of SiRF’s consolidated financial statements for the year ended December 27, 2008, SiRF identified a material weakness in the tax accounting process, under the standards established by the Public Company Accounting Oversight Board. Specifically, controls relating to the oversight and review of tax provisions by no qualified personnel experienced in the appreciation of the rules, regulations and related accounting and timely consultation with experts were ineffective. The material weakness caused errors in SiRF’s income tax expense, however, did not materially impact its consolidated financial statements.

PART II

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

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

After the completion of SiRF’s third fiscal quarter of 2008 and in connection with the audit of
SiRF’s consolidated financial statements for the year ended December 27, 2008, SiRF identified a material weakness in the tax accounting process, under the standards established by the Public Company Accounting Oversight Board.
Specifically, controls relating to the oversight and review of tax provisions by no qualified personnel experienced in the appreciation of the rules, regulations and related accounting and timely consultation with experts were ineffective. The
material weakness caused errors in SiRF’s income tax expense, however, did not materially impact its consolidated financial statements.

SIZE="2">Management’s Report on Internal Control over Financial Reporting

SiRF’s management is responsible for
establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of SiRF’s management, including its principal executive
officer and principal financial officer, it conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework set forth in Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on SiRF’s evaluation under the framework set forth in Internal Control—Integrated Framework, its management concluded that SiRF’s internal control over financial reporting was
effective as of December 27, 2008. Ernst & Young LLP, an independent registered public accounting firm audited the financial statements contained in this annual report in Form 10-K and has issued an attestation report on SiRF’s
internal control over financial reporting.

(b) Changes in internal control over financial reporting. To remediate the material weakness
noted above, SiRF continued the efforts already underway to review and make necessary changes to improve SiRF’s internal control over financial reporting, which included hiring qualified personnel experienced in application of tax rules and
regulations and accounting for income taxes and implementation of additional review of tax provisions and reconciliations, and consulting with tax experts in a timely manner. SiRF believes these measures remediated this error prior to the end of the
fourth fiscal quarter of 2008 and that SiRF has effective internal controls over financial reporting as of December 27, 2008. Other than these changes, there were no changes in SiRF’s internal control over financial reporting (as defined
in Rule 13a-15(f) under the Exchange Act) identified in connection with management’s evaluation during SiRF’s last quarter that has materially affected, or is reasonably likely to materially affect, SiRF’s internal control over
financial reporting.

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Table of Contents

PART I

PART II

Market Information for Common Stock

SiRF Technology Holdings, Inc. is quoted on the Nasdaq Global Select Market under the symbol “SIRF.” Public trading of its common stock began on April 22, 2004. Prior to that time, there was no public market for its common stock. The following table sets forth, for the periods indicated, the range of high and low sales price per share of its common stock as quoted on the Nasdaq Global Select Market in 2008 and 2007:

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Table of Contents

Performance Graph

The following graph shows a comparison of the 57 month cumulative total shareholder return for SiRF’s common stock with the NASDAQ Composite Index and the Philadelphia Semiconductor Index. The reference to 57 months is associated with the time in which SiRF has been a public company. The graph assumes a $100 investment on March 31, 2004 in each of the NASDAQ Composite Index and the Philadelphia Semiconductor Index and a $100 investment on April 22, 2004 in its common stock, with dividends reinvested on the date of payment without payment of any commissions. The performance shown in the graph represents past performance and should not be considered an indication of future performance.

PART IV

PART IV

PART IV

PART IV

PART IV