GCT SEMICONDUCTOR INC (GCTS) IPO

We estimate that our net proceeds from the sale of the common stock that we are
offering will be $51.4 million, assuming an initial public offering price of 
$8.00 per share after deducting estimated underwriting discounts and 
commissions and estimated offering expenses payable by us. If the underwriters’
option to purchase additional shares from us is exercised in full, we estimate 
that our net proceeds would be approximately $59.8 million after deducting 
estimated underwriting discounts and commission and estimated offering expenses
payable by us. A $1.00 increase (decrease) in the assumed initial public 
offering price of $8.00 per share would increase (decrease) the net proceeds to
us from this offering by $7.0 million, assuming the number of shares offered by
us, as set forth on the cover page of this prospectus, remains the same. We may
also increase or decrease the number of shares we are offering. Each increase 
(decrease) of 1,000,000 shares in the number of shares offered by us would 
increase (decrease) the net proceeds to us from this offering by approximately 
$7.4 million, assuming that the assumed initial public offering price remains 
the same, and after deducting the estimated underwriting discounts and 
commissions and estimated offering expenses payable by us. We do not expect 
that a change in the offering price or the number of shares by these amounts 
would have a material effect on our uses of the net proceeds from this 
offering, although it may impact when we may need to seek additional capital. 

We intend to use approximately $8.6 million of our net proceeds from this 
offering to pay the principal and accrued interest amounts outstanding under 
the following bank loans: 

   •   A loan and security agreement with Comerica Bank, which provides a 
       revolving line of credit based on our outstanding accounts receivables. 
       The line of credit carries an interest rate of 0.75% per annum over the 
       lender’s prime rate; provided that such prime rate shall not be less 
       than the daily adjusted LIBOR rate plus 2.5% per annum. As of December 
       31, 2011, the interest rate in effect is 4.0%. The revolving loans may 
       be borrowed, repaid and reborrowed until November 4, 2013, at which time
       all amounts borrowed under the loan agreement must be repaid. The loan 
       agreement is subject to an annual nonrefundable fee of $10,000 due in 
       July of each year until the facility is terminated. The principal amount
       outstanding under this loan and security agreement was $5.0 million as 
       of December 31, 2011. 

   •   A term loan agreement with Korea Development Bank, which carries a fixed
       interest rate of 8.4% per annum and has a maturity date of April 30, 
       2012. As of December 31, 2011, the outstanding principal and accrued 
       interest is $3.5 million. 

   •   A loan facility with Industrial Bank of Korea, which carries a monthly 
       variable interest rate based on Public Capital Management Fund lending 
       rate in Korea less 0.5%, which was 2.4% as of December 31, 2011. The 
       maturity date of this loan is March 15, 2012. As of December 31, 2011, 
       the outstanding principal and accrued interest is $0.1 million. 

We intend to use the remaining net proceeds from this offering for working 
capital and other general corporate purposes, which may include funding 
research and development of new products and technologies, expansion of our 
sales and marketing efforts, general and administrative expenditures and other 
capital expenditures to support our operations. We may also use a portion of 
the net proceeds of this offering to expand our current business through 
acquisitions of, or investments in, other complementary businesses, products, 
intellectual property or technologies. However, we have no agreements or 
commitments with respect to any such acquisitions at this time. 

Pending the uses described above, we intend to invest the net proceeds in a 
variety of capital preservation instruments, including short-term, interest-
bearing, investment grade instruments, certificates of deposit or direct or 
guaranteed obligations of the U.S. government. 

The expected use of the net proceeds of this offering represents our current 
intentions based upon our present plans and business conditions, and our 
management will have broad discretion in using the net proceeds from this 
offering.

Competition in the wireless semiconductor business continues to increase at a 
rapid pace as consumers, businesses and governments realize the market 
potential of wireless products and services. To remain competitive, companies 
must employ highly trained engineering talent and make significant investment 
over long development cycles. 

In the LTE market, we compete or expect to compete with semiconductor companies
such as Broadcom Marvell Technology Group Ltd. Corporation, Intel Corporation, 
Qualcomm Inc., Samsung Electronics Co., Ltd., ST-Ericsson N.V. and potentially 
other companies focused on developing LTE SoCs. In the WiMAX market, we 
compete, or expect to compete with semiconductor companies such as Broadcom 
Corporation, which acquired Beceem Communications Inc., Intel Corporation, 
MediaTek Inc., Samsung Electronics Co., Ltd, Sequans, Inc. and potentially 
other competitors that offer WiMAX SoCs. 

Many of our competitors have longer operating histories and customer 
relationships, significant legacy products and technology, greater resources 
and brand recognition, more industry influence and a larger customer base. They
may be able to dedicate larger resources to promote their products, provide 
backward compatibility with integrated solutions and adopt aggressive pricing 
policies that threaten our performance and cost advantages. 

While size and scale can be an advantage, we believe we can compete effectively
on the following dimensions: 

   •   Smaller form factor, lower bill-of-material cost and lower power 
       consumption, resulting from the high-level integration incorporated in 
       our single-chip products that include RF, baseband modem and DSP; 
 
   •   Superior wireless SoC performance, as measured by higher network 
       throughput, enhanced signal reach and lower power consumption; 

   •   Advanced product features such as LTE/WLAN or WiMAX/WLAN dual-mode with 
       additional processing power to support VoIP; 
  
   •   Interoperability with most major base stations and extensive field 
       trials with top-tier operators; 
 
   •   Comprehensive customer support from designer-friendly reference designs 
       and experienced field application engineering resources; and 

   •     Track record of commercializing our solutions.