Summary of DSP GROUP INC /DE/

Results of Operations and Financial Condition, Financial Statements and Exhibi

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 4, 2009, DSP Group, Inc. (the "Company") announced its financial results for the quarter ended March 31, 2009. A copy of the press release, dated May 4, 2009, is attached and filed herewith as Exhibit 99.1. This information, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference to such filing.

In addition to the disclosure of financial results for the quarter ended March 31, 2009 in accordance with generally accepted accounting principles in the United States ("GAAP"), the press release also included non-GAAP net income, and basic and diluted earnings per share (EPS) figures for the quarter ended March 31, 2009 and 2008 that excluded (a) for the quarter ended March 31, 2009, the impact of the amortization of acquired intangible assets associated with the acquisition of the Cordless and VoIP Terminals business of NXP B.V. and the equity-based compensation expenses associated with the application of Statement of Financial Accounting Standards ("SFAS") 123(R); and (b) for the quarter ended March 31, 2008, the impact of the amortization of acquired intangibles associated with the acquisition; equity-based compensation expenses and the aggregate tax benefits associated with such expenses.

The Company believes that the non-GAAP presentation in the press release is useful to investors in analyzing the results for the quarter ended March 31, 2009 because the exclusion of such expense may provide a more meaningful analysis of the Company's core operating results. Further, the Company believes it is useful for investors to understand how the expenses associated with the application of SFAS 123(R) are reflected on its statements of income. The non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP, and are intended to provide additional insight into the Company's operations that, when viewed with its GAAP results and the accompanying reconciliations to corresponding GAAP financial measures, offer a more complete understanding of factors and trends affecting the Company's business. The non-GAAP presentation should not be viewed as a substitute for the Company's reported GAAP results.