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Silicon Laboratories

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FY2009 Annual Report · Silicon Laboratories
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THRIVE › SURVIVE

We are proud of our results; we had a record year despite the challenging 

market environment. But it’s what lies ahead that we are most excited about. 

We have broken new ground in a number of markets this year. In the following 

pages we’ll show you why we believe we’ll continue to thrive in 2010.

S I L I C O N L A B O R AT O R I E S  2 0 0 9 A N N U A L  R E P O R T

Silicon Laboratories Inc. is a global leader  
in the innovation of mixed-signal integrated  
circuit (IC) technology. 

The company applies its renowned design expertise to develop proprietary analog-intensive, 

mixed-signal ICs that are implemented in CMOS. These products offer significant advantages in  

performance, size, cost and power consumption over traditional solutions. The company’s product 

portfolio targets a broad range of markets including consumer, communications, computing, 

industrial and automotive. The company, founded in 1996, has over 1,000 patents issued or pending. 

Based in Austin, Texas, Silicon Laboratories’ 
common stock is traded on the NASDAQ® 
exchange under the ticker symbol “SLAB.”

FINANCIAL HIGHLIGHTS

ANNUAL REVENUE
IN MILLIONS

$

$

$

$

$

2005

2006

2007

2008

2009

2009 NON-GAAP QUARTERLY FINANCIALS
IN THOUSANDS, EXCEPT PER SHARE DATA

 REVENUE

  SEQUENTIAL GROWTH %

NON-GAAP MEASURES*

GROSS MARGIN

  % OF REVENUE

 OPERATING INCOME

  % OF REVENUE

DILUTED EPS 

1 Q   2 0 0 9

$83,701

          (15.7%) 

$51,083

61.0%

$12,137

14.5%

$0.22 

2 Q   2 0 0 9

$104,216

24.5%

$65,153

62.5%

$23,577

22.6%

$0.42 

3 Q   2 0 0 9

$125,913

20.8%

$81,410

64.7%

$37,716

30.0%

$0.67

4 Q   2 0 0 9

$127,190

1.0%

$83,575

65.7%

$37,876

29.8%

$1.06

*Please see the supplemental tables provided in this report for a reconciliation of GAAP to non-GAAP results in Appendix I.

Past performance does not guarantee future results. This Annual Report to Shareholders contains forward-looking statements, and actual results could 
differ materially. Risk factors that could cause actual results to differ are set forth in the “Risk Factors” section and throughout our 2009 Form 10-K, which is 
included in this Annual Report.

S I L I C O N L A B O R AT O R I E S 2 0 0 9 A N N U A L R E P O R T / 1

 
 
  
  
  
 
 
 
 
LETTER TO OUR SHAREHOLDERS

2009 was a challenging year by any measure. 
But for Silicon Labs, a strong portfolio of 
differentiated products, solid financial footing 
entering the recession and market share  
with the leaders in our target markets resulted  
in a record year for the company.

I am pleased to report we preserved our human capital, the 

I N C R E A S I N G  M A R k E T S H A R E 

momentum of our business and protected our financial health. 

In 2009, we had record revenue in our audio, video, MCU, power, 

We  achieved  record  revenue,  record  gross  margin,  record 

timing and wireless products. Even in the face of decelerating 

operating margin and record earnings. 

end markets, these products continued to gain share against 

S E C U L A R G R O W T H

the competition.

For many in our industry, the weakest demand environment in 

Our broadcast business led the charge, growing in the double-

recent memory exposed business model weaknesses, separating 

digits  year  over  year.  Our  audio  business  in  handsets  and 

secular vs. cyclical growth. Secular growth companies are able 

consumer devices grew strongly. We added design wins at tier 

to expand their business consistently over a multi-year period, 

one customers and now supply all of the leaders in the handset 

regardless  of  market  transitions  or  cycles  in  the  industry.  

and consumer audio markets. In our video business, we began 

shipping our video demodulator in volume in European TVs 

This is accomplished through sustained investment in innovative 

creating a new revenue stream, and our revolutionary silicon 

products that make a meaningful difference to customers and 

tuner started winning designs with top TV makers. 

therefore command value. These products are hard to duplicate 

and protected by patents, extending life cycles. Continuous 

Our  timing  business,  made  up  of  an  innovative  family  of 

product cost reductions ensure the business is well fortified 

programmable clocks and oscillators, grew in the double-digits 

against competitive pricing environments. A discipline around 

again for the year as we increased our penetration at leading 

gross margin ensures new products are built from the ground up 

communications equipment providers. These products, which 

to maintain the company’s margin model. A corporate-wide view 

fundamentally change the way timing sub-systems are designed, 

of new product ideas and a centralized prioritization process 

dramatically simplify design, enable a single chip to replace 

ensures  that  the  constant  stream  of  new  products  creates  

multiple devices, improve reliability and eliminate supply chain 

cross-selling synergies, maximizes penetration of our customers  

headaches. We believe timing represents one of our most exciting 

and most importantly, expands our served market over time. 

long-term growth areas.

 
 
 
 
Our MCU products recovered nicely in the second half and ended 

We introduced digital isolation technology that replaces the 

the year slightly up, an indication of the market share gains we 

need  for  non-silicon  optical  based  solutions,  significantly 

achieved given the double-digit declines faced by competitors. 

improving reliability, longevity and performance compared to the 

This continues to be a strategic area for us, and we are entering 

conventional way of achieving isolation in electronic systems. 

2010 with significant momentum in terms of design wins and 

new products.

M O R E O N T H E  H O R I Z O N

And we ended the year with the announcement of a significant 

innovation for human interface applications, delivering highly 

sensitive, low power touch and proximity sense solutions ideal 

One of the most exciting things about Silicon Labs is that we’re 

for  any  electronic  device  attempting  to  interact  with  users 

never content with the status quo. We are constantly working 

through a more sophisticated interface.

to achieve a greater level of commercial success, and we are 

highly motivated to deliver disruptive new products that solve 

Silicon  Labs  is  a  one  of  a  kind  story  in  the  semiconductor 

our customers’ problems in unique ways, allowing us to gain 

industry.  2009  gave  us  an  opportunity  to  demonstrate  the 

market leading share. 

power of our business model, the strength of our products 

and the discipline of our management team. With a healthier 

We broke new ground in a number of markets this year. We 

outlook  for  the  industry  in  2010,  we  are  looking  forward 

introduced the first silicon tuner for televisions that exceeds the 

to  another  strong  year  of  growth  and  market  share  gains. 

performance of the existing discrete, non-silicon solutions. This 

is a milestone that players in the industry have been working on 

for more than a decade. We’ll have TVs shipping with our new 

solution in early 2010. 

We  paired  our  innovative  short-range  wireless  transceiver 

technology  and  our  low  power  MCUs  to  deliver  the  most 

reliable, energy efficient utility metering solution for gas, 

water and heat meters being upgraded as part of Smart Energy  

initiatives worldwide. 

Necip Sayiner 

President and CEO

S I L I C O N L A B O R AT O R I E S 2 0 0 9 A N N U A L R E P O R T / 3

 
 
 
 
 
 
 
IS GREATER THAN TRADITIONAL  
     DISCRETE TV TUNERS

S i 2 17 0  H Y B R I D T V T U N E R

•  Dramatically reduces total  
number of components

•  Significantly reduces 

module thickness and cost 

•  Exceeds the performance 

of traditional discrete 
tuner implementations

iDTV

OUR SILICON TV  
TUNER'S PERFORMANCE

TV makers are working to break 
the 1" barrier—only a silicon  
tuner is thin enough to enable  
that new milestone.

One of the most significant mixed-signal challenges in consumer 

electronics is the RF front end for televisions, which acts as 

the primary agent for channel reception and impacts picture 

quality. For decades, TV makers have relied on tuners that are 

made of hundreds of discrete components, many of which are 

tuned by hand. They have tolerated the complexity and hefty 

real estate requirements of these solutions because they meet 

their stringent performance requirements. However, with the 

industry moving to slimmer and slimmer form factors, and the 

ever present need to reduce the cost and complexity of the TV 

system, semiconductor makers have attempted to displace this 

discrete tuner with a silicon solution. 

Silicon Labs’ Si2170, a complete, globally-compliant hybrid TV 

tuner with analog TV demodulator in a single CMOS IC, is the 

first silicon tuner to deliver improved performance, size and cost 

compared to traditional tuner solutions. Leveraging Silicon Labs’ 

patented technology, the Si2170 delivers unmatched sensitivity 

and selectivity, enabling TV makers to improve picture quality 

and reception for both analog and digital broadcasts. The high 

level of integration eliminates over 100 discrete components, 

enabling simpler design, lower manufacturing costs, higher 

production yields and improved reliability for integrated digital 

televisions (iDTVs), set-top boxes and PC TV applications.

Targeting a $400 million market, Silicon Labs’ TV tuner and 

road map of video products represent a significant new growth 

opportunity for the company.

COMPE TITOR SOLUTION

Si2170

I T TA k E S C O M P E T I T O R S T W O  S I D E S 
O F T H E B O A R D T O  D O  W H AT W E  D O

•  Best-in-class real-world reception

•  Delivers superior picture quality

•  A higher number of received stations 
in real-world reception conditions

 
 
 
 
 
 
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S I L I C O N L A B O R AT O R I E S 2 0 0 9 A N N U A L R E P O R T / 5

 
 
 
 
 
IS GREATER THAN TODAY'S  
     INEFFICIENT ENERGY GRID

E Z R a d i o P R O ® T R A N S C E I V E R

•  Unparalleled combination of 

sensitivity, reliability and efficiency

•  Meets the demands of  
intelligent metering

SMART ENERGY

SMART ENERGY

Home automation and the utility 
markets will reach an inflection 
point in 2010 as governments 
globally invest in Smart Energy and 
related initiatives. Silicon Labs  
is leveraging its wealth of patented 
mixed-signal technologies to  
help enable the next wave of smart  
home and smart grid innovations.

The idea of using technology and intelligent systems to more 

efficiently use energy began with a relatively simple idea. If you 

add a communications link into a traditional metering device, you 

have the ability to remotely access the data that the meter has 

collected. Through this enhancement an explosion of applications 

and innovations is transforming the way energy is measured, 

priced and consumed.

Utilities  today  are  implementing  two-way  networks  which 

allow individuals and businesses to make more efficient use 

of the energy they consume through in-home energy displays, 

thermostats and load controllers. Operators enjoy the benefits 

of improved reliability and dynamic billing capability. 

These new intelligent devices require sophisticated mixed-signal  

ICs. Silicon Labs’ EZRadioPRO® wireless transceivers and ultra 

low power MCUs offer an unparalleled combination of sensitivity, 

reliability  and  efficiency  to  meet  the  demands  of  intelligent 

metering.  Our  solution  enables  battery  life  of  more  than  a 

decade (up to 20 years), further range and reliability of wireless 

data reception, and more intelligence to capture, compute and 

communicate information in the system.

We view the global market for smart meters as a strategic new 

growth area for Silicon Labs.

 
 
 
 
 
Smart meters allow better use of 
alternative energy sources such as 
solar panels and wind energy.

More efficiency in the grid results  
in less energy usage—directly 
impacting the environment. 

2-way communication via 
reliable wireless links allows 
utilities and users to easily 
access usage data.

Governments all over the world are 
investing billions of dollars on energy 
independence initiatives making 
modernization of the energy grid a priority.  
A more intelligent energy grid can 
dramatically reduce energy consumption 
resulting in significant cost savings.

15–20 year battery life 
sustains gas and water meters 
longer, reducing maintenance.

Real time feedback helps customers 
see their household power 
consumption at a glance.

A smart grid can help 
home owners manage 
their energy consumption.

S I L I C O N L A B O R AT O R I E S 2 0 0 9 A N N U A L R E P O R T / 7

IS GREATER THAN THE  
     PUSH OF A BUTTON

HUMAN INTERFACE

A WAVE OF THE HAND 

One of the most significant trends 
in electronics is the replacement  
of traditional buttons, keys  
and sliders by human interface 
technology enabling users to 
interact with devices through  
a simple touch or gesture.

Increasingly, sophisticated sensing technology is being added to 

everything from consumer devices to industrial equipment. This 

over $1 billion opportunity includes portable displays, handsets, 

small appliances, residential light controls, thermostat controls, 

 T O U C H - L E S S  I N T E R FA C E

home security panels, set-top boxes and commercial point-of-

sale interfaces, kiosks, dispensers, interactive toys, personal 

navigation devices, portable gaming systems and many other 

electronics products. 

•  Silicon Labs patented technology enables users  
to interact with electronics with a simple gesture

•  This touch-less interface enables entirely new form  
factors and usage models for common electronics

The use of advanced human interface functionality introduces 

challenges  into  equipment  design,  creating  power  and 

performance tradeoffs and introducing a higher level of software 

complexity. These are challenges directly aligned with Silicon 

Labs core competency. Our new QuickSense™ portfolio of highly 

accurate and fast-response touch, proximity and ambient light 

sense devices announced in 2009 offers a more flexible, better 

performing and lower power alternative to existing sensing 

solutions. Silicon Labs’ QuickSense family leverages proven, 

patented and patent-pending technologies and a straightforward 

design environment to provide developers with a single source 

for human interface technology. 

The QuickSense portfolio is designed to spark fresh innovation in 

human interfaces for our customers and is expected to become 

a significant product line for Silicon Labs.

 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,  D.C. 20549
FORM 10-K

(Mark One)

(cid:1) ANNUAL  REPORT PURSUANT TO  SECTION 13  OR 15(d) OF  THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year  ended  January  2,  2010

or

(cid:2) 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: 000-29823
SILICON LABORATORIES INC.
(Exact name of registrant as specified  in its  charter)

Delaware
(State or other jurisdiction  of
incorporation or  organization)

400 West Cesar Chavez,  Austin, Texas
(Address of principal  executive offices)

74-2793174
(I.R.S.  Employer  Identification  No.)

78701
(Zip Code)

(512)  416-8500
(Registrant’s telephone  number,  including area  code)

Securities registered pursuant to Section 12(b) of  the  Act:
Title of each class

Name of exchange on which registered

Common Stock, $0.0001 par value

The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g)  of  the  Act: None

Indicate by check mark if the registrant is a  well-known  seasoned issuer, as  defined in  Rule  405  of  the Securities

Act. (cid:1) Yes (cid:2) No

Indicate by check mark if the registrant is not required to file reports pursuant  to  Section 13  or  Section 15(d) of the

Act. (cid:2) Yes (cid:1) No

Indicate by check mark whether the registrant (1) has  filed  all reports  required to be filed by Sections  13  or 15(d)

of the Securities Exchange Act  of 1934  during the preceding  12 months  (or  for such  shorter  period that the  registrant
was required to file  such reports), and  (2)  has  been subject  to  such  filing  requirements for the  past
90 days. (cid:1) Yes (cid:2) No

Indicate by check mark whether  the registrant has  submitted  electronically and  posted  on its corporate  Website, if
any, every Interactive Data File required to be submitted  and  posted  pursuant  to  Rule  405 of Regulation  S-T (§232.405
of this chapter) during the preceding 12 months (or for  such shorter period  that  the registrant  was required  to  submit
and post such files). (cid:2) Yes (cid:2) No

Indicate by check mark if disclosure  of delinquent  filers pursuant to Item 405  of  Regulation S-K  (§229.405  of  this
chapter) is not contained herein, and  will  not  be  contained,  to  the  best of  the registrant’s knowledge,  in  definitive proxy
or information statements incorporated by reference in  Part III  of  this Form 10-K  or  any  amendment  to  this
Form 10-K. (cid:1)

Indicate by check mark whether the  registrant  is  a  large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the  definitions  of  ‘‘large  accelerated  filer,’’ ‘‘accelerated filer’’ and  ‘‘smaller
reporting company’’ in Rule 12b-2 of the Exchange  Act.
Large accelerated  filer (cid:1)

Non-accelerated filer  (cid:2)

Accelerated filer (cid:2)

Smaller reporting  company (cid:2)

Indicate by check mark whether the registrant is  a  shell  company  (as  defined  in Rule  12b-2 of  the  Exchange

Act). (cid:2) Yes (cid:1) No

The aggregate market value of the voting and non-voting common  equity  held by non-affiliates computed by
reference to the price at which the common equity was last  sold  as  of  the  last  business day  of  the registrant’s  most
recently completed second fiscal  quarter  (July 2,  2009) was  $1,565,624,619 (assuming, for this  purpose,  that  only  directors
and officers are deemed affiliates).

There were 45,929,347 shares of the registrant’s  common  stock  issued and  outstanding as  of  January  31, 2010.

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the registrant’s  2010 Annual Meeting of  Stockholders  are incorporated  by

reference into Part  III of this Form 10-K.

Table of Contents

Part I

Part II

Part III

Part IV

Item 1.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 2.
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 3.
Submission of Matters to  a Vote of Security Holders . . . . . . . . . . . . . . .
Item 4.

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters

Item 6.
Item 7.

and Issuer Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . .
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management’s Discussion and Analysis of Financial Condition and

Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 7A. Quantitative and Qualitative Disclosures about Market Risk . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . .
Item 8.
Changes in and Disagreements with Accountants on Accounting and
Item 9.

Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 10. Directors, Executive Officers and Corporate Governance . . . . . . . . . . . .
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 11.
Security Ownership of Certain Beneficial Owners and Management and
Item 12.

Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 13.

Certain Relationships and Related Transactions, and Director

Item 14.

Independence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . .

Item 15.

Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . .

Page
Number

2
13
26
26
26
27

28
31

32
46
47

47
47
47

48
51

51

51
51

52

Cautionary Statement

Except for the historical financial information  contained herein, the matters discussed in this report  on

Form 10-K (as well as documents incorporated herein by reference) may be considered ‘‘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  forward-looking statements  include declarations
regarding the intent, belief or current expectations of  Silicon Laboratories Inc. and its management and may
be signified by the words ‘‘expects,’’ ‘‘anticipates,’’  ‘‘intends,’’ ‘‘believes’’ or similar language. You are
cautioned that any such forward-looking  statements are not guarantees of future  performance and  involve a
number of risks and uncertainties. Actual results could  differ materially  from those indicated by such
forward-looking statements. Factors that could cause or contribute to such differences include those
discussed under ‘‘Risk Factors’’ and elsewhere in this  report. Silicon Laboratories  disclaims any  intention or
obligation to update or revise any forward-looking statements, whether as a result of new information, future
events  or otherwise.

1

Item 1. Business

General

Part I

Silicon Laboratories Inc. designs and develops proprietary, analog-intensive, mixed-signal

integrated circuits (ICs) for a broad  range  of applications.  Mixed-signal ICs are electronic  components
that convert real-world analog signals,  such as sound and radio  waves, into digital signals that electronic
products can process. Therefore, mixed-signal ICs are  critical  components  in a broad range of
applications in a variety of markets, including communications, consumer, industrial,  automotive,
medical and power management.

Our world-class, mixed-signal ICs use  standard  complementary metal oxide semiconductor (CMOS)

technology to dramatically reduce the  cost, size  and system power  requirements of devices that our
customers sell to their end-user customers. Our expertise in  analog-intensive, mixed-signal IC design in
CMOS allows us to develop new and innovative products that are highly integrated, simplifying our
customers’ designs and improving their  time-to-market.

Industry Background

Communications, computing and consumer  electronics continue to drive semiconductor

consumption. Growth in these markets has been driven primarily by the  increasing pervasiveness  of
Internet usage, development of new communications technologies  and the availability of improved
communication services at lower costs  over high-speed,  highly reliable networks. This  demand has
fueled tremendous growth in the number of electronic devices. Demand for functionality in mobile,
handheld devices such as mobile phones,  portable media  players and personal  navigation devices, has
increased as manufacturers attempt to further  differentiate their products. Consumer and  enterprise
demand for Internet connectivity, the  availability of alternative telephony  services  and the  transition  to
digital video are also key trends driving demand  for innovative, mixed-signal ICs.

All of these applications are characterized by an intersection between the analog  world we  live in

and the digital world of computing, and  therefore  require analog-intensive, mixed-signal  circuits.
Traditional mixed-signal designs relied  upon solutions built with numerous, complex discrete analog  and
digital components. While these traditional designs  provide the required functionality, they  are often
inefficient and inadequate for use in  markets where size,  cost, power consumption  and performance are
increasingly important product differentiators.  In  order to improve  their  competitive position,
electronics manufacturers need to reduce  the cost and complexity of  their systems and  enable new
features or functionality to differentiate themselves from their competitors.

Simultaneously, these manufacturers  face accelerating time-to-market demands and  must  be  able

to rapidly adapt to evolving industry  standards and new technologies. Because analog-intensive, mixed-
signal IC design expertise is difficult  to find, these manufacturers  increasingly are turning to third
parties, like us, to provide advanced mixed-signal solutions. Mixed-signal design requires specific
expertise and relies on creative, experienced engineers to deliver solutions that optimize speed,  power
and performance despite the noisy digital environment and within  the constraints of standard
manufacturing processes. The development of  this design expertise  typically  requires years of practical
analog design experience under the guidance  of  a senior engineer, and  engineers with  the required
level  of  skill and expertise are in short supply.

Many third-party IC providers lack sufficient analog  expertise to develop compelling mixed-signal
ICs. As a result, manufacturers of electronic devices value  third-party providers that can supply them
with mixed-signal ICs with greater functionality, smaller  size and lower power requirements at a
reduced cost and shorter time-to-market.

2

Products

We  provide analog-intensive, mixed-signal ICs for use in a variety of  electronic products  in a broad

range of applications including portable  devices,  satellite set  top boxes,  AM/FM radios and  other
consumer electronics, networking equipment, test and  measurement equipment, industrial monitoring
and control, central office telephone  equipment and customer premises equipment. Our products
integrate complex mixed-signal functions  that are frequently performed  by numerous discrete
components in competitive products into  single chips or chipsets.  By  doing  so, we are able to create
products that when compared to many competing  products:

(cid:127) Require less board space;

(cid:127) Reduce the use of external components  lowering the  system cost and simplifying design;

(cid:127) Offer superior performance improving our customers’ end products;

(cid:127) Provide increased reliability and manufacturability, improving customer yields;  and/or

(cid:127) Reduce system power requirements enabling smaller form factors  and/or longer battery life.

We  group our products into the following categories:

(cid:127) Broadcast products, which include our broadcast radio  receivers and transmitters,  video  tuners

and demodulators, satellite set-top box receivers  and  satellite  radio tuners;

(cid:127) Access products, which include our  ISOmodem(cid:4) embedded modems, Voice over IP (VoIP)
products, such as our ProSLIC(cid:4) subscriber line interface circuits and voice direct  access
arrangement (DAA), and our Power over Ethernet devices;

(cid:127) Broad-based products, which include 8-bit microcontroller products,  timing products  (including
clocks, precision clock & data recovery ICs and oscillators), short-range  wireless transceivers,
isolators, current sensors and our QuickSense(cid:5)  portfolio of touch, proximity and ambient light
sensing devices; and

(cid:127) Mature products, which include our  silicon DAA for PC modems, DSL analog front end  ICs,

optical physical layer transceivers and RF Synthesizers.

The following table summarizes the diverse product  areas and applications for the various ICs that

we have introduced to customers:

Product Areas and Description

Broadcast Products

Broadcast Radio Receivers and Transmitters

Applications

Our FM and AM receivers deliver the  entire tuner from antenna
input to audio output in a single chip.  Ideal  for  portable audio
applications, the broadcast audio products are based  on an
innovative digital architecture that enables  significant
improvements in performance, which  translates to a  better
consumer experience, while reducing  system  cost and board
space for our customers. The AM/FM  receivers enable AM
and/or FM radio in virtually any device  and the transmitters
allow customers to cost effectively add wireless  AM/FM audio
playback capability to any portable media  device.

(cid:127) Mobile phones
(cid:127) Stand-alone AM/FM radios
(cid:127) Personal computers
(cid:127) Portable  audio devices
(cid:127) MP3/digital  media players
(cid:127) Navigation/GPS devices
(cid:127) Satellite  radios
(cid:127) Home stereos
(cid:127) Automotive  infotainment

systems

3

Product Areas and Description

Video tuners and demodulators

Our complete, globally-compliant hybrid TV  tuner with  analog
TV  demodulator in a single CMOS IC leverages our proven
digital low-IF architecture and exceeds  the performance  of
traditional discrete TV tuners, enabling  TV  makers to deliver
improved picture quality and better reception for both analog
and digital broadcasts. Our small, low  power  and high
performance digital video demodulators  support DVB-T, DVB-C
and fixed reception DVB-H in a single chip and are ideal  for
equipment receiving digital terrestrial and/or cable services.

Access Products

ISOmodem Embedded Modems

The ISOmodem embedded modems  leverage  innovative silicon
DAA technology and a digital signal  processor to deliver a
globally compliant, very small analog  modem for embedded
applications like set-top boxes, Personal  Video Recorders
(PVRs) and fax capability in multi-function printers.

ProSLIC Subscriber Line Interface Circuits

Our ProSLIC provides the analog subscriber line interface  on
the source end of the telephone which  generates dial  tone, busy
tone, caller ID and ring signal. Our ProSLIC product  family has
offerings for short-haul applications suitable for the  customer
premises as well as long-haul applications  suitable for the
traditional telephone company central  office.

Voice Direct Access Arrangement

Our DAA provides electrical isolation to guard  against power
surges in the telephone line, while the  codec  provides
analog-to-digital and digital-to-analog conversion. In a voice  over
DSL application, our voice DAA also  enables emergency  backup
telephone service in the event the data  network  goes down.

Applications

(cid:127) Integrated  digital  televisions

(iDTV)

(cid:127) Free-to-Air (FtA) or  pay-TV

set-top box receivers

(cid:127) PC-TV applications
(cid:127) DVD/HDD  personal video

recorders

(cid:127) Set-top  and digital cable boxes
(cid:127) Industrial monitoring
(cid:127) Postage meters
(cid:127) Security systems
(cid:127)  Remote medical monitoring
(cid:127) Gaming consoles
(cid:127) PVRs
(cid:127) Point of sale (POS) terminals
(cid:127) Fax machines and multi-

function printers

(cid:127) Wireless local loop providing
remote access for a wireline
system

(cid:127) Voice  over broadband modems

and terminal adapters
(cid:127) VoIP residential gateways
(cid:127) PBXs
(cid:127) Wired long loop and central

office systems

(cid:127) PBXs and IP  telephony

products

4

Product Areas and Description

Power over Ethernet

Our Power over Ethernet (PoE) Power  Source Equipment and
Powered Device ICs offer highly differentiated  solutions  with a
reduced total bill of materials (BOM) cost and improved
performance and reliability. Our solutions also offer an
integration level that enables functionality  not  available  with
competing solutions. These devices are  still in  the early stages of
customer adoption.

Broad-based Products

Microcontrollers

Our C8051F family of 8-bit mixed-signal microcontrollers
integrates intelligent data capture in the form of high-resolution
data converters, a traditional MCU computing function, flash
memory and a highly programmable  set  of  communication
interfaces in a single system on a chip.  The combination  of
configurable high-performance analog, up to 100 Million
Instructions Per Second (MIPS), 8051  core and in-system  field
programmability provides the user with  design flexibility,
improved time-to-market, superior system  performance and
greater end product differentiation. These products are designed
for use in a large variety of end-markets, including  the
automotive, communications, consumer, industrial, medical and
power management markets.

Precision Clock Integrated Circuits

Our precision clock product family includes  various products
ranging from general purpose clock multiplier products up  to
high performance multi-port, redundant, multiple frequency
range clock multipliers and regenerators.  Our Any-Rate
Precision Clock product family offers  the  additional flexibility of
generating any output frequency from  any input frequency with
0.3 picosecond jitter performance. Leveraging our DSPLL(cid:4)
technology to offer frequency agile, extremely low jitter clock
products, these devices replace traditional solutions  implemented
using expensive, bulky modules, numerous crystal sources,
complicated discrete circuitry requiring  numerous  components,
or hybrid IC/discrete solutions that offer limited functionality.

Oscillators

Applications

(cid:127) Wireless access points  (WAP)
(cid:127) VoIP phones
(cid:127) Radio frequency identification

(RFID) tag readers

(cid:127) POS terminals
(cid:127) Networking  routers and

switches

(cid:127) Security systems
(cid:127) Cameras

(cid:127) Industrial automation  and

control

(cid:127) Automotive sensors  and

controls

(cid:127) Medical  instrumentation
(cid:127) Electronic test  and

measurement  equipment

(cid:127) Consumer  electronics
(cid:127) Computer peripherals
(cid:127) White  goods

(cid:127) Next-generation networking

equipment

(cid:127) Telecommunications
(cid:127) Wireless base stations
(cid:127) Test and measurement

equipment
(cid:127) HDTV video
(cid:127) High-speed  data  acquisition
(cid:127) SONET/SDH  line cards

Our families of oscillators (XOs) and  voltage-controlled
oscillators (VCXOs) for applications  up to 1.4 GHz include  the
industry’s first quad frequency XO and  VCXO devices.
Leveraging our patented DSPLL technology, both families are
easy to design in and provide superior  reliability,
manufacturability and performance.

(cid:127)  Networking equipment
(cid:127) Base stations
(cid:127) Test and measurement

equipment

(cid:127) Storage  area networks
(cid:127) Video  systems

5

Product Areas and Description
EZRadio(cid:4) Short-Range Wireless Transceivers

Applications

Our EZRadio family of fully integrated, low  power,  low data
rate and low cost short range wireless ICs  are designed to  meet
the needs of customers developing applications requiring  a
secure, point to point transmission such as industrial  monitoring
and control.

(cid:127) Remote keyless entry
(cid:127)  Home security monitors
(cid:127) Automated Meter  Readers
(cid:127) Remote controls

Isolators

Our digital isolator product family leverages an  innovative
technology to enable up to four channels of isolation in a single
device, simplifying design and reducing system cost.  These
products are still in the early stages of customer adoption.

(cid:127) Switch  mode  power  supplies
(cid:127)  Isolated analog data acquisition
(cid:127)  Industrial networking
(cid:127) Motor control

Current Sensors

Our low-loss, high-accuracy alternating current sensor family
measures up to 20 amps of current for  control and  protection in
power systems. Our current sensors integrate the  functional
equivalent of a current transformer circuit into a tiny  package,
including the current transformer, blocking  diode,  burden
resistor and output RC filter, thereby decreasing  board  space
and reducing enclosure volume requirements. These  products
are still in the early stages of customer adoption.

Mature Products

(cid:127) AC-DC switching power

supplies

(cid:127) Isolated DC-DC supplies
(cid:127) Motor control
(cid:127) Electronic ballasts  for lighting

Our silicon DAA for PC modems provides  the functionality of both a direct access arrangement

and a codec in a single chipset. Our  DSL  Analog Front End (AFE) is  designed to provide the
connectivity functions for business or  residential asymmetric digital subscriber line (ADSL) connection
at the user end in customer premises  equipment.

During  fiscal 2009, 2008 and 2007, sales  of  our mixed-signal products accounted for substantially

all of our revenue.

Divestiture

In March 2007, we sold our Aero(cid:4) transceiver, AeroFONE(cid:5) single-chip phone and power
amplifier product lines (the ‘‘Aero product lines’’) to NXP B.V. and NXP Semiconductors France SAS
(collectively ‘‘NXP’’). These products  represented about one  third of our  quarterly revenue  at the time
of the divestiture. We intend to selectively compete in wireless applications and  have retained  a
substantial portion of our core RF intellectual property.

Customers, Sales and Marketing

We  market our products through our direct sales force  and through a network of independent
sales representatives and distributors. Direct and  distributor customers buy  on an individual  purchase
order basis, rather than pursuant to long-term agreements.

We  consider our customer to be the  end customer purchasing either directly from a distributor, a

contract manufacturer or us. An end  customer purchasing through a contract manufacturer typically
instructs such contract manufacturer to obtain  our  products and  incorporate such  products with other
components for sale by such contract  manufacturer to the  end  customer. Although  we actually sell the
products to, and are paid by, the distributors and contract  manufacturers, we refer  to  such end
customer as our customer.

6

Two of our distributors, Edom Technology and Avnet,  represented 27% and 10% of our revenues

during fiscal 2009. Distributors are not  considered end customers,  but  rather serve as a  sales  channel to
our  end customers. No other distributor  accounted for 10% or more of revenues  for fiscal  2009.

During  fiscal 2009, our ten largest end  customers accounted for  43%  of  our revenues.  We had one

end customer, Samsung, whose purchases  across  a variety  of  product areas represented 16% of  our
total revenues during fiscal 2009. No  other single end customer accounted for more than 10% of  our
revenues during this period. Our major customers include  2Wire, Apple, Huawei,  LG Electronics,
Nokia, Philips, Samsung, Sony Ericsson, Thomson  and Varian Medical  Systems.

We  maintain numerous sales offices in North  America, Europe and  Asia. Revenue is  attributed to
a geographic area based on the end customer’s shipped-to location. The  percentage of our revenues to
customers located outside of the United States was 88% in fiscal 2009.  For further  information
regarding our revenues and long-lived assets  by geographic area, see Note  17, Segment Information,  to
the Consolidated Financial Statements for  additional information.

Our direct sales force includes regional sales managers in the field and area business managers to

further support customer communications. We also utilize independent  sales  representatives and
distributors to generate sales of our products. We have  relationships with many independent sales
representatives and distributors worldwide whom we have selected based  on their understanding  of  the
mixed-signal IC marketplace and their  ability to provide  effective  field sales applications  support for
our  products.

Our marketing efforts are targeted at both identified industry leaders  and  emerging market
participants. Direct marketing activities are supplemented by a focused marketing communications
effort that seeks to raise awareness of our company and products. Our public relations efforts are
focused on leading trade and business  publications. Our  external website  is used to deliver corporate
information and product information. We also pursue  targeted  advertising in key trade publications and
we have a cooperative marketing program that allows our distributors and representatives  to  promote
our  products to their local markets in conjunction with  their own advertising activities.  Finally we
maintain a presence at strategic trade shows  and  industry  events. These activities, in  combination with
direct sales activities, help drive demand  for our  products.

Due to the complex and innovative nature of our ICs, we employ experienced applications
engineers who work closely with customers  to  support the design-win process, and can  significantly
accelerate the customer’s time required  to  bring  a product  to  market.  A design-win occurs when a
customer has designed our ICs into its  product architecture.  A  considerable  amount  of  effort to assist
the customer in incorporating our ICs into its  products is typically required  prior to any sale.  In many
cases, our innovative ICs require significantly different implementations than existing approaches and,
therefore, successful implementations  may require  extensive  communication with  potential customers.
The amount of time required to achieve a design-win can vary substantially depending on  a customer’s
development cycle, which can be relatively short (such as  three months) or very long (such  as two
years) based on a wide variety of customer factors. Not all design wins ultimately result in revenue.
However, once a completed design architecture has  been implemented and produced in  high volumes,
our  customers are reluctant to significantly alter their designs  due to this  extensive design-win process.
We  believe this process, coupled with  our  intellectual property protection, promotes  relatively  longer
product  life cycles for our ICs and high  barriers to entry  for competitive products, even if such
competing products are offered at lower prices. Finally,  our close collaboration with our  customers
provides us with knowledge of derivative  product  ideas or  completely new product line offerings  that
may not otherwise arise in other new product discussions.

7

Research and Development

Through our research and development efforts, we apply  our experienced analog and mixed-signal

engineering talent and expertise to create new  ICs that integrate functions  typically performed
inefficiently by multiple discrete components. This integration generally results in  lower costs,  smaller
die sizes, lower power demands and enhanced price/performance characteristics. We attempt  to  reuse
successful techniques for integration in new  applications where similar  benefits can be realized. We
believe that reliable and precise analog and mixed-signal ICs  can only be developed by teams of
engineers that coordinate their efforts under  the direction of senior  engineers  who have significant
analog experience and are familiar with  the intricacies  of  designing these  ICs for commercial volume
production. The development of test methodologies is  a critical activity in releasing a new  product for
commercial success. We believe that  we have attracted  some of the best engineers in our industry.

Research and development expenses were $104.4  million,  $101.2 million and  $89.3 million in fiscal

2009, 2008 and 2007, respectively.

Technology

Our product development process facilitates the  design of highly-innovative, analog-intensive,
mixed-signal ICs. Our engineers’ deep  knowledge  of existing and emerging  standards and performance
requirements help us to assess the technical feasibility of a particular IC. We target areas  where we can
provide compelling product improvements. Once  we have  solved the primary challenges,  our field
application engineers continue to work  closely  with our customers’ design teams to maintain and
develop an understanding of our customers’ needs, allowing us  to  formulate derivative  products and
refined features.

In providing mixed-signal ICs for our  customers, we believe our key competitive advantages are:

(cid:127) Analog design expertise in CMOS;

(cid:127) Digital signal processing design expertise;

(cid:127) Microcontroller and system on a chip design expertise; and

(cid:127) Our broad understanding of systems technology  and  trends.

To fully capitalize on these advantages, we have  assembled a world-class development team with

exceptional analog and mixed-signal design expertise led by accomplished senior engineers.

Analog Design Expertise in CMOS

We  believe that our most significant  core competency is world-class analog design capability.
Additionally, we strive to design substantially all of our ICs  in standard CMOS  processes. There are
several modern process technologies for  manufacturing semiconductors including CMOS, Bipolar,
BiCMOS, silicon germanium and gallium  arsenide. While it is significantly  more difficult to design
analog ICs in CMOS, CMOS provides multiple benefits versus existing alternatives, including
significantly reduced cost, reduced technology  risk and greater worldwide foundry  capacity. CMOS is
the most commonly used process technology for manufacturing digital ICs and  as a result  is most likely
to be used for the manufacturing of ICs with finer line geometries. These finer line geometries can
enable smaller and faster ICs. By designing our ICs in CMOS, we enable  our products to benefit  from
this  trend towards finer line geometries,  which allows us to integrate more digital functionality into our
mixed-signal ICs.

Designing analog and mixed-signal ICs is significantly more complicated than  designing stand alone

digital ICs. While advanced software  tools  exist  to  help automate  digital  IC design,  there are far  fewer
tools for advanced analog and mixed-signal IC design.  In  many cases, our analog circuit design efforts

8

begin at the fundamental transistor level.  We believe that  we have a demonstrated  ability  to  design the
most difficult analog and RF circuits using standard CMOS technologies. For example,  our  ProSLIC
product  family integrates subscriber line interface circuit (SLIC), codec and battery generation
functionality into a single low-voltage  CMOS IC.

Digital Signal Processing Design Expertise

We  consider the partitioning of a circuit’s functionality to be a proprietary and creative design

technique. Our digital signal processing  design  expertise maximizes the price/performance
characteristics of both the analog and  digital  functions and allows our ICs  to  work in  an optimized
manner to accomplish particular tasks.  Generally,  we surround core analog circuitry with digital CMOS
transistors, which allow our ICs to perform the required  analog functions with increased digital
capabilities. For example, our broadcast  audio products  use a  proven digital low-IF receiver and
transmitter architecture to deliver superior RF performance and interference rejection compared to
traditional, analog-only approaches. Digital signal processing is  utilized  to  optimize sound  quality under
varying signal conditions, enabling a better consumer  experience.

Microcontroller and System on a Chip  Design Expertise

We  have expanded our system on a chip  expertise to include the talent and circuit integration

methodologies required to combine precision  analog, high-speed digital, flash memory and in-system
programmability into a single, monolithic CMOS integrated circuit. Our microcontroller products are
designed to capture an external analog  signal,  convert  it to a digital signal, compute digital functions on
the stream of data and then communicate the  results through  a standard digital interface. The  ability to
develop standard products with the broadest possible  customer application base while being cost
efficient with the silicon area of the monolithic  CMOS integrated  circuit requires  a keen sense of
customer value and engineering capabilities. Additionally, to manage the wide variety of signals on a
monolithic piece of silicon including electrical noise, harmonics and other electronic distortions requires
a fundamental knowledge of device physics and accumulated design expertise.

Understanding of Systems Technology and  Trends

Our focused expertise in mixed-signal  ICs  is the result  of the breadth  of  engineering talent  we

have assembled with experience working  in analog-intensive CMOS design for a wide variety of
applications. This expertise, which we  consider a competitive advantage, is the foundation of our
in-depth understanding of the technology  and trends that impact electronic  systems and markets. Our
expertise includes:

(cid:127) Isolation, which is critical for existing and emerging telecom  networks;

(cid:127) Frequency synthesis, which is core technology for  wireless  and clocking applications;

(cid:127) Integration, which enables third-party software with our ICs  to  create combined solutions; and

(cid:127) Signal processing and precision analog, which  forms the heart of consumer,  industrial, medical

and automotive electronics applications.

Our understanding of the role of analog/digital interfaces  within electronic  systems, standards

evolution, and end market drivers enables us to identify product development opportunities and
capitalize on market trends.

9

Manufacturing

As a fabless IC manufacturer, we conduct IC design  and  development in our facilities and

electronically transfer our proprietary IC  designs to third-party semiconductor fabricators who process
silicon wafers to produce the ICs that we design. Our IC designs typically use  industry-standard CMOS
manufacturing process technology to achieve a  level of performance normally associated with more
expensive special-purpose IC fabrication technology. We believe the use of CMOS technology  facilitates
the rapid production of our ICs within a  lower  cost framework. Our  IC production employs  submicron
process geometries which are readily available  from leading foundry suppliers  worldwide,  thus
increasing the likelihood that manufacturing capacity will be  available throughout our products’  life
cycles. We currently partner principally with Taiwan Semiconductor Manufacturing Co. (TSMC) or its
affiliates to manufacture our semiconductor wafers. We believe  that our fabless manufacturing  model
significantly reduces our capital requirements and allows us to focus  our resources on design,
development and marketing of our ICs.

Once the silicon wafers have been produced, they are shipped directly  to  our  third-party assembly

subcontractors. The assembled ICs are then moved  to  the final testing stage.  This operation can  be
performed by the same contractor that assembled the  IC, other third-party test  subcontractors or within
our  internal facilities prior to shipping to our customers. During fiscal 2009,  the vast majority of  our
units shipped were tested by offshore  third-party test  subcontractors. We  expect that our utilization  of
offshore third-party test subcontractors  will remain  at about this level during  fiscal  2010.

Backlog

As of January 2, 2010, our backlog was approximately $74.2  million, compared  to  approximately

$45.8 million as of January 3, 2009. We  include  in backlog accepted product  purchase  orders  from
customers and worldwide distributor stocking orders. We only  include orders  with an expected shipping
date  from us  within six months. Product orders in our  backlog  are  subject to changes  in delivery
schedules or cancellation at the option of  the purchaser  typically without penalty. Our backlog  may
fluctuate significantly depending upon  customer order patterns which  may, in turn, vary considerably
based on rapidly changing business circumstances.  Shipments  to  distributors are not recognized  as
revenue until the products are sold by  the distributors. Additionally, our  arrangements with distributors
typically provide for price protection and  stock rotation activities. Accordingly, we do not believe that
our  backlog at any time is necessarily representative of actual  sales  for  any succeeding period.

Competition

The markets for semiconductors generally, and for  analog and mixed-signal ICs  in particular, are
intensely competitive. We anticipate that the market for our products will  continually  evolve and will be
subject to rapid technological change. We believe  the principal competitive factors in our industry are:

(cid:127) Product size;
(cid:127) Level of integration;
(cid:127) Product capabilities;
(cid:127) Reliability;
(cid:127) Price;
(cid:127) Performance;

(cid:127) Power  requirement;
(cid:127) Customer  support;
(cid:127) Reputation;
(cid:127) Ability to rapidly introduce new products to market; and
(cid:127) Intellectual property.

We  believe that we are competitive with respect  to  these factors, particularly because our ICs
typically are smaller in size, are highly integrated, achieve high performance specifications at lower
price points than competitive products  and are  manufactured in standard CMOS which generally
enables us to supply them on a relatively  rapid basis to customers  to  meet  their product introduction
schedules. However, disadvantages we  face include our  relatively  short operating history in  certain  of

10

our  markets and the need for customers to redesign their products and modify their  software to
implement our ICs in their products.

As we target and supply products to numerous markets and applications,  we face  competition from

a relatively large number of competitors. We compete  with Analog  Devices,  Atmel, Broadcom,
Conexant, Cypress, Epson, Freescale,  IDT, Lantiq, LSI, Maxim Integrated Products, Microchip, NXP
Semiconductors, Renesas, Sony Semiconductor, ST-Ericsson,  STMicroelectronics, Texas Instruments,
Vectron International, Zarlink Semiconductor  and  others. We expect to face competition  in the future
from our current competitors, other manufacturers and designers  of semiconductors  and start-up
semiconductor design companies. Our  competitors may also  offer bundled solutions offering a more
complete product, which may negatively  impact  our competitive position  despite the  technical merits  or
advantages of our products. In addition,  our customers could develop products  or technologies
internally that would replace their need  for our products and would become a source of competition.
As the markets for electronic products grow,  we also  may face competition from traditional electronic
device companies. These companies may  enter  the mixed-signal semiconductor market by introducing
their own products, including components within their products that  would eliminate the  need for our
ICs, or by entering into strategic relationships with or acquiring other existing IC providers.

Many of our competitors and potential  competitors have longer operating  histories, greater name

recognition, access to larger customer  bases, complementary product offerings, and significantly greater
financial, sales and marketing, manufacturing, distribution,  technical  and other resources than us.
Current and potential competitors have established or may establish financial and strategic relationships
between themselves or with our existing or  potential customers, resellers or other third parties.
Accordingly, it is possible that new competitors or alliances among competitors could emerge and
rapidly acquire significant market share.

Intellectual Property

Our future success depends in part upon our proprietary technology.  We seek to protect our
technology through a combination of  patents, copyrights, trade  secrets, trademarks  and confidentiality
procedures. As of January 2, 2010, we had approximately  900 issued or pending United States patents
in the IC field. We also frequently file  for patent protection in a variety of international jurisdictions
with respect to the proprietary technology covered by  our  U.S.  patents and patent applications. There
can be no assurance that patents will  ever  be issued with respect to these applications. Furthermore, it
is possible that any patents held by us  may be invalidated, circumvented,  challenged  or licensed to
others. In addition, there can be no assurance that such  patents will  provide us with  competitive
advantages or adequately safeguard our proprietary  rights. While we continue  to  file new patent
applications with respect to our recent developments,  existing patents are  granted for  prescribed time
periods and will expire at various times  in  the future.

We  claim copyright protection for proprietary documentation for our products. We  have filed  for

registration, or are in the process of  filing for registration, the  visual images of  certain  ICs with  the
U.S. Copyright Office. We have registered the  ‘‘Silicon Labs’’ logo  and a variety of other product and
product  family names as trademarks  in the United  States and selected foreign jurisdictions. All other
trademarks, service marks or trade names appearing in  this  report  are the property  of their  respective
owners. We also attempt to protect our trade  secrets  and  other proprietary  information through
agreements with our customers, suppliers,  employees and consultants, and through other customary
security measures. We intend to protect our rights vigorously, but there can be no assurance that our
efforts will be successful. In addition, the laws  of  other countries in  which our products are sold may
not protect our products and intellectual property rights to  the same extent  as the laws of the  United
States.

11

While our ability to effectively compete depends in large part on  our ability to protect our

intellectual property, we believe that our  technical expertise and ability  to introduce  new products in a
timely manner will be an important factor  in  maintaining our competitive position.

Many participants in the semiconductor and electronics industries have a  significant  number of

patents and have frequently demonstrated a  readiness to commence litigation based on  allegations  of
patent and other intellectual property infringement. From time  to  time,  third parties  may assert
infringement claims against us. We may  not prevail  in any  such litigation or  may not be able  to  license
any valid and infringed patents from third parties  on commercially  reasonable terms,  if at all.
Litigation, regardless of the outcome,  is  likely to result in substantial cost and diversion  of our
resources, including our management’s  time.  Any  such litigation could  materially  adversely affect  us.
For further information regarding patent litigation, please see Part I,  Item 3. Legal Proceedings.

Our licenses include industry standard licenses with our vendors,  such as  wafer fabrication  tool

libraries, third party core libraries, computer-aided design applications  and  business  software
applications.

Employees

As of January 2, 2010, we employed 736 people. Our success  depends on the continued service of

our  key technical and senior management  personnel and on our ability  to continue to attract,  retain
and motivate highly skilled analog and mixed-signal engineers. The competition  for such personnel  is
intense. We have never had a work stoppage and none of our U.S. employees  are represented by a
labor organization. We consider our employee  relations to be  good.

Environmental Regulation

Federal, state and local regulations impose various environmental controls on the  storage, use,

discharge and disposal of certain chemicals  and  gases used in the semiconductor industry. Our
compliance with these laws and regulations has  not  had a material impact  on our financial position or
results of operations.

Available  Information

Our website address is www.silabs.com. Our annual report on  Form 10-K, quarterly  reports on
Form 10-Q, current reports on Form  8-K and amendments to those  reports filed or furnished  pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of  1934 are available through  the investor
relations page of our internet website  free of  charge as soon as reasonably practicable after  we
electronically file such material with, or furnish it to, the Securities and Exchange Commission  (SEC).
Our website and the information contained  therein or connected thereto are not intended to be
incorporated into this Annual Report on Form 10-K.

12

Item 1A. Risk Factors

Risks Related to our Business

We may not be able to maintain our historical growth  and may experience significant period-to-period
fluctuations in our revenues and operating results, which may  result in  volatility in our stock price

Although we have generally experienced revenue  growth in  our history, we may  not  be  able to

sustain this growth. We may also experience  significant period-to-period  fluctuations in our revenues
and operating results in the future due to a number of factors,  and any  such variations may cause our
stock price to fluctuate. In some future period our  revenues or operating  results may be below the
expectations of public market analysts  or investors. If this  occurs, our stock price  may drop, perhaps
significantly.

A number of factors, in addition to those cited  in other risk factors  applicable  to  our business, may

contribute to fluctuations in our revenues  and  operating results,  including:

(cid:127) The timing and volume of orders received  from our customers;

(cid:127) The timeliness of our new product  introductions and the rate at which  our new products may

cannibalize our older products;

(cid:127) The rate of acceptance of our products by  our  customers, including the acceptance  of  new

products we may develop for integration  in the products manufactured  by  such customers, which
we refer to as ‘‘design wins’’;

(cid:127) The time lag and realization rate between ‘‘design wins’’ and  production orders;

(cid:127) The demand for, and life cycles of, the products incorporating our  ICs;

(cid:127) The rate of adoption of mixed-signal  ICs in  the markets we  target;

(cid:127) Deferrals or reductions of customer orders in anticipation  of new products or product

enhancements from us or our competitors  or other providers of ICs;

(cid:127) Changes in product mix;

(cid:127) The average selling prices for our  products could  drop suddenly due  to  competitive offerings or

competitive predatory pricing, especially with respect to our mobile handset  and modem
products;

(cid:127) The average selling prices for our  products generally decline over time;

(cid:127) Changes in market standards;

(cid:127) Impairment charges related to inventory, equipment or  other long-lived  assets;

(cid:127) The software used in our products, including software provided by third-parties, may not meet

the needs of our customers;

(cid:127) Significant legal costs to defend our intellectual property  rights or respond to claims against us;

and

(cid:127) The rate at which new markets emerge  for  products we are  currently  developing or  for which

our  design expertise can be utilized to develop products  for  these  new markets.

The markets for mobile handsets, consumer  electronics, satellite set-top  boxes and VoIP
applications are characterized by rapid  fluctuations in  demand and seasonality that result in
corresponding fluctuations in the demand for our products  that are incorporated in such devices.
Additionally, the rate of technology acceptance by our customers results  in fluctuating demand for our
products as customers are reluctant to  incorporate a new IC  into their  products until the  new IC  has

13

achieved market acceptance. Once a  new  IC achieves market acceptance,  demand for  the new  IC can
quickly accelerate to a point and then  level off such that rapid historical growth in sales  of a product
should not be viewed as indicative of  continued  future  growth. In addition, demand can  quickly decline
for a product when a new IC product  is  introduced and receives market acceptance. Due to the various
factors mentioned above, the results of  any  prior quarterly or annual periods  should not be relied upon
as an indication of our future operating  performance.

If we are unable to develop or acquire  new and  enhanced  products that achieve market  acceptance  in a
timely manner, our operating results and competitive position could be harmed

Our future success will depend on our  ability to reduce our dependence on a few products by
developing or acquiring new ICs and  product enhancements that achieve  market  acceptance in a timely
and cost-effective manner. The development of mixed-signal ICs is highly complex, and  we have at
times experienced delays in completing  the development and introduction of new  products and product
enhancements. Successful product development  and market  acceptance  of  our  products depend on a
number of factors, including:

(cid:127) Requirements of customers;

(cid:127) Accurate prediction of market and  technical  requirements;

(cid:127) Timely completion and introduction of new designs;

(cid:127) Timely qualification and certification  of  our  ICs for use  in our  customers’  products;

(cid:127) Commercial acceptance and volume production of  the products into which our ICs will be

incorporated;

(cid:127) Availability of foundry, assembly and  test capacity;

(cid:127) Achievement of high manufacturing yields;

(cid:127) Quality, price, performance, power use and  size of  our products;

(cid:127) Availability, quality, price and performance of competing products  and  technologies;

(cid:127) Our customer service, application support capabilities and responsiveness;

(cid:127) Successful development of our relationships with existing  and  potential customers;

(cid:127) Technology, industry standards or end-user preferences; and

(cid:127) Cooperation of third-party software providers and our semiconductor vendors to support our

chips within a system.

We  cannot provide any assurance that products  which we recently have  developed  or may develop
in the future will achieve market acceptance. We have  introduced to market  or are in  development of
many  ICs. If our ICs fail to achieve market acceptance, or  if  we  fail to develop new  products on a
timely basis that achieve market acceptance,  our growth prospects, operating results and  competitive
position could be adversely affected.

Our research and development efforts  are focused  on  a limited number of new technologies and
products, and any delay in the development, or  abandonment, of these technologies  or  products by
industry participants, or their failure to achieve market acceptance, could compromise our competitive
position

Our ICs are used as components in electronic  devices  in various markets.  As a result, we  have

devoted and expect to continue to devote  a  large amount of resources to develop products based  on
new and emerging technologies and standards that  will be commercially introduced in  the future.

14

Research and development expense in fiscal 2009 was  $104.4 million, or 23.7%  of  revenues. A number
of large companies are actively involved  in the  development of these new  technologies and standards.
Should any of these companies delay  or abandon their efforts to develop commercially available
products based on new technologies and standards, our research and  development efforts with respect
to these technologies and standards likely  would have no appreciable value. In addition, if we  do not
correctly anticipate new technologies  and  standards, or  if the products  that  we develop based  on these
new technologies and standards fail to achieve market acceptance, our competitors  may be better  able
to address market demand than we would. Furthermore,  if markets for  these new technologies  and
standards develop later than we anticipate, or do  not  develop at all,  demand  for our products that are
currently in development would suffer, resulting in lower sales of these products than we currently
anticipate.

We depend on a limited number of customers for a substantial portion of our revenues, and the loss
of, or  a significant reduction in orders from, any key customer could significantly reduce our revenues

The loss of any of  our key customers,  or a significant reduction in sales to  any one  of  them, would

significantly reduce our revenues and  adversely affect our  business.  During  fiscal  2009, our ten largest
customers accounted for 43% of our revenues. During fiscal 2009, Samsung’s  purchases  across a  variety
of product areas represented 16% of  our total revenues.  Some of  the markets for  our  products are
dominated by a small number of potential customers. Therefore, our operating results in the
foreseeable future will continue to depend on our ability to sell to these dominant customers, as  well as
the ability of these customers to sell products that incorporate our IC products. In the  future, these
customers may decide not to purchase our ICs at  all,  purchase  fewer ICs than they did in  the past or
alter their purchasing patterns, particularly because:

(cid:127) We do not have  material long-term  purchase contracts with our customers;

(cid:127) Substantially all of our sales to date  have been  made on a purchase order basis, which permits

our  customers to cancel, change or delay product  purchase  commitments with little or no notice
to us and without penalty;

(cid:127) Some of our customers may have efforts  underway to actively diversify their vendor base which

could reduce purchases of our ICs; and

(cid:127) Some of our customers have developed or acquired products that compete directly with  products
these customers purchase from us, which could affect our customers’ purchasing decisions in the
future.

While we have been a significant supplier of ICs used in many of  our customers’ products, our

customers regularly evaluate alternative sources of supply in  order to diversify their supplier base,
which  increases their negotiating leverage  with us and protects their  ability  to  secure  these  components.
We  believe that any expansion of our  customers’ supplier bases could have an  adverse  effect on the
prices we are able to charge and volume  of product that we  are able to sell  to  our  customers, which
would negatively affect our revenues and  operating results.

Significant litigation over intellectual  property  in our industry  may cause us to  become  involved in
costly and lengthy litigation which could  seriously  harm our business

In recent years, there has been significant  litigation in the United States involving  patents  and

other intellectual property rights. From  time to time,  we receive letters from various industry
participants alleging infringement of patents, trademarks or misappropriation  of trade secrets or from
customers requesting indemnification for claims brought against them by  third  parties. The exploratory
nature of these inquiries has become relatively  common  in the semiconductor industry. We  respond
when we deem appropriate and as advised  by  legal counsel.  We  have been involved in litigation to

15

protect our intellectual property rights  in  the past and may become involved in  such litigation again in
the future. In the future, we may become  involved in additional litigation to defend allegations of
infringement asserted by others, both  directly and indirectly as  a result  of certain industry-standard
indemnities we may offer to our customers. Legal proceedings could  subject us to significant  liability
for damages or invalidate our proprietary  rights.  Legal proceedings initiated by us  to  protect our
intellectual property rights could also result in counterclaims or countersuits against  us.  Any  litigation,
regardless of its outcome, would likely be time-consuming and expensive to resolve and  would divert
our  management’s  time and attention. Most intellectual  property litigation also  could  force us to take
specific  actions, including:

(cid:127) Cease  selling products that use the  challenged  intellectual property;

(cid:127) Obtain from the owner of the infringed intellectual property a right  to  a license  to  sell or  use
the relevant technology, which license  may  not be available on  reasonable terms, or  at all;

(cid:127) Redesign those products that use infringing intellectual property; or

(cid:127) Pursue legal remedies with third parties to enforce our indemnification  rights, which  may not

adequately protect our interests.

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

Our products rely on our proprietary  technology, and we expect that  future  technological  advances
made by us will be critical to sustain market  acceptance of our products.  Therefore, we believe that the
protection of our intellectual property  rights  is and 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, intellectual property providers 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  in the
United States. 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  effective
competing technologies on their own.

Failure to manage our distribution channel relationships could  impede our future growth

The future growth of our business will depend  in large  part  on our ability to manage our

relationships with current and future distributors and  sales  representatives, develop additional channels
for the distribution and sale of our products  and manage these relationships. As we  execute our
indirect sales strategy, we must manage the potential conflicts  that may arise with our  direct sales
efforts. For example, conflicts with a distributor may arise when a customer begins purchasing  directly
from us rather than through the distributor. The inability to successfully execute or  manage a multi-
channel  sales strategy could impede our future growth. In addition, relationships  with our distributors
often involve the use of price protection  and inventory return rights. This often requires a significant
amount of sales management’s time and system resources to manage properly.

16

We are subject to increased inventory risks  and costs because  we  build our products  based  on  forecasts
provided by customers before receiving purchase  orders for the products

In order to ensure availability of our products for some of our largest  customers,  we start the
manufacturing of our products in advance of receiving purchase orders based  on forecasts provided by
these customers. However, these forecasts do not represent  binding  purchase  commitments and we do
not recognize sales for these products  until  they are  shipped to the customer. As  a result, we incur
inventory and manufacturing costs in  advance  of anticipated sales. Because  demand for  our  products
may not materialize, manufacturing based on forecasts subjects  us to increased  risks  of  high inventory
carrying  costs, increased obsolescence and increased  operating costs.  These inventory  risks are
exacerbated when our customers purchase indirectly through contract manufacturers or hold
component inventory levels greater than  their  consumption rate  because this causes us to have less
visibility regarding the accumulated levels of inventory for such  customers. A resulting write-off of
unusable or excess inventories would adversely affect our operating results.

Our products are complex and may  contain errors which could lead to product  liability,  an increase in
our costs and/or a reduction in our revenues

Our products are complex and may contain errors,  particularly when first introduced or as new
versions  are released. Our new products  are increasingly being designed in more complex processes
which  further increases the risk of errors.  We rely primarily on  our in-house testing personnel  to  design
test operations and procedures to detect  any  errors prior to delivery of our products  to  our customers.
Because our products are manufactured  by third  parties, should problems occur in the  operation or
performance of our ICs, we may experience delays  in meeting key introduction dates  or scheduled
delivery dates to our customers. These errors  also could cause  us to incur significant  re-engineering
costs, divert the attention of our engineering  personnel from our  product development  efforts and
cause  significant customer relations and  business  reputation problems. Any defects could require
product  replacement or recall or we could be obligated  to  accept product  returns. Any of the foregoing
could impose substantial costs and harm  our business.

Product liability claims may be asserted with  respect to our products. Our products are typically

sold at prices that are significantly lower than  the cost of  the end-products into which  they are
incorporated. A defect or failure in our product could cause failure in our customer’s end-product, so
we could face claims for damages that are disproportionately  higher than the revenues and  profits we
receive from the products involved. Furthermore,  product liability risks are particularly significant  with
respect to medical and automotive applications  because of the risk of serious harm to users of these
products. There can be no assurance  that any insurance we maintain will  sufficiently  protect us from
any such claims.

Any acquisitions we make could disrupt  our business  and harm our  financial condition

As part of our growth and product diversification strategy, we continue to evaluate  opportunities
to acquire other businesses, intellectual property or technologies that would complement our  current
offerings, expand the breadth of our markets or  enhance  our technical  capabilities. The  acquisitions
that we have made and may make in the  future, including  our acquisition of  Integration Associates,
entail a number of risks that could materially and adversely affect our business and operating results,
including:

(cid:127) Problems integrating the acquired operations, technologies  or products with our existing  business

and products;

(cid:127) Diversion of management’s time and  attention from our core  business;

(cid:127) Need for financial resources above  our planned  investment levels;

17

(cid:127) Difficulties in retaining business relationships with  suppliers and customers of the  acquired

company;

(cid:127) Risks associated with entering markets in which we lack  prior experience;

(cid:127) Risks associated with the transfer of  licenses of  intellectual property;

(cid:127) Increased operating costs due to acquired overhead;

(cid:127) Tax issues associated with acquisitions;

(cid:127) Acquisition-related disputes, including  disputes  over earn-outs and escrows;

(cid:127) Potential loss of key employees of the  acquired company; and

(cid:127) Potential impairment of related goodwill  and  intangible assets.

Future acquisitions also could cause us to incur debt or contingent liabilities  or cause us to issue

equity securities that could negatively  impact the ownership percentages of existing shareholders.

Our customers require our products to undergo  a lengthy  and expensive qualification process without
any assurance of product sales

Prior to purchasing our products, our customers  require that our products  undergo  an extensive
qualification process, which involves  testing of the  products in  the customer’s  system as  well as rigorous
reliability testing. This qualification process may  continue for six months or longer. However,
qualification of a product by a customer  does not  ensure any sales of the  product to that customer.
Even after successful qualification and  sales of a product to  a customer,  a subsequent  revision to the IC
or software, changes in the IC’s manufacturing process  or the selection  of  a new  supplier  by  us may
require a new qualification process, which  may  result in  delays and in  us  holding  excess  or obsolete
inventory. After our products are qualified,  it  can take an additional six  months or  more before  the
customer commences volume production of  components or devices that  incorporate  our  products.
Despite these uncertainties, we devote substantial resources, including design,  engineering, sales,
marketing and management efforts, toward qualifying our products with customers in anticipation of
sales. If  we are unsuccessful or delayed in qualifying any of our products  with a customer, such  failure
or delay would preclude or delay sales  of such product  to  the customer, which may impede our growth
and cause our business to suffer.

We have increased our international activities significantly and plan to continue  such  efforts, which
subjects us to additional business risks  including  increased logistical and financial complexity, political
instability and currency fluctuations

We  have established additional international subsidiaries  and have  opened additional offices  in
international markets to expand our international activities in Europe and Asia. This has  included the
establishment of a headquarters in Singapore for  non-U.S. operations.  The  percentage of our revenues
derived from customers located outside  of  the  United States was  88%  during  fiscal 2009. We may not
be able to maintain or increase international  market  demand  for our  products. Our international
operations are subject to a number of  risks, including:

(cid:127) Increased complexity and costs of managing  international operations  and  related tax obligations,

including our headquarters for non-U.S. operations in Singapore;

(cid:127) Protectionist laws and business practices that favor  local competition in some countries;

(cid:127) Difficulties related to the protection of our intellectual property rights  in  some countries;

(cid:127) Multiple, conflicting and changing tax and other laws and regulations  that may impact both our
international and domestic tax and other liabilities  and result in increased complexity and costs;

18

(cid:127) Longer sales cycles;

(cid:127) Greater difficulty in accounts receivable  collection and longer  collection  periods;

(cid:127) High levels of distributor inventory  subject to price protection and rights of return  to  us;

(cid:127) Political and economic instability;

(cid:127) Greater difficulty in hiring and retaining qualified  technical sales and applications engineers and

administrative personnel; and

(cid:127) The need to have business and operations systems that can  meet  the needs of our international

business and operating structure.

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 to purchase,  thus  rendering our products less  competitive.

We rely on third parties to manufacture,  assemble and test our products and the  failure to  successfully
manage our relationships with our manufacturers and subcontractors  would  negatively impact our
ability  to sell our products

We  do not have our own wafer fab manufacturing facilities.  Therefore, we rely on third-party

vendors to manufacture the ICs we design. We also currently rely on Asian third-party assembly
subcontractors to assemble and package  the silicon chips  provided by the wafers for use  in final
products. Additionally, we rely on these  offshore subcontractors  for a substantial portion of the testing
requirements of our products prior to  shipping. We expect utilization of third-party subcontractors to
continue in the future.

The cyclical nature of the semiconductor industry drives wide fluctuations in available  capacity at
third-party vendors. On occasion, we have been unable to adequately respond to unexpected increases
in customer demand due to capacity constraints  and,  therefore, were  unable to benefit  from this
incremental demand. We may be unable to obtain adequate  foundry, assembly or test capacity from  our
third-party subcontractors to meet our customers’  delivery requirements even  if we adequately forecast
customer demand.

There are significant risks associated  with relying on  these  third-party foundries and

subcontractors, including:

(cid:127) Failure by us, our customers or their end customers to qualify a selected supplier;

(cid:127) Potential insolvency of the third-party subcontractors;

(cid:127) Reduced control over delivery schedules and quality;

(cid:127) Limited warranties on wafers or products  supplied to us;

(cid:127) Potential increases in prices or payments in advance  for capacity;

(cid:127) Increased need for international-based  supply, logistics and financial management;

(cid:127) Their inability to supply or support  new or  changing packaging technologies; and

(cid:127) Low test yields.

We  typically do not have long-term supply contracts with  our third-party vendors which obligate
the vendor to perform services and supply products  to  us for a specific period, in  specific quantities,
and at specific prices. Our third-party foundry, assembly  and test subcontractors  typically do not
guarantee that adequate capacity will  be  available to us within the time required to meet demand for

19

our  products. In the event that these  vendors fail to meet  our demand for whatever reason,  we expect
that it would take up to 12 months to  transition performance of  these services to new providers. Such a
transition may also require qualification  of the  new providers by our customers or their end customers.

Since our inception, most of the silicon wafers  for the products  that we have  shipped were

manufactured either by TSMC or its affiliates. Our customers  typically complete their  own qualification
process. If we fail to properly balance customer demand  across the existing semiconductor fabrication
facilities that we utilize or are required by our foundry partners  to  increase, or otherwise change the
number of fab lines that we utilize for our production, we might not be able to fulfill demand  for our
products and may need to divert our  engineering  resources away from new product development
initiatives to support the fab line transition, which would adversely  affect  our operating  results.

Our products incorporate technology  licensed  from third parties

We  incorporate technology (including software) licensed from third parties in our products. We
could be subjected to claims of infringement  regardless of our lack of  involvement in the development
of the licensed technology. Although a  third  party licensor is typically obligated to indemnify us if the
licensed technology infringes on another  party’s intellectual property  rights, such indemnification is
typically limited in amount and may  be  worthless if the  licensor  becomes insolvent. See Significant
litigation over intellectual property in our  industry may  cause us  to become involved in costly and lengthy
litigation which could seriously harm our business. Furthermore, any failure  of  third  party technology to
perform properly would adversely affect  sales of  our  products incorporating  such technology.

Our inability to manage growth could  materially and adversely affect our business

Our past growth has placed, and any future growth of our operations will continue  to  place, a
significant strain on our management  personnel, systems and  resources. We  anticipate that we will need
to implement a variety of new and upgraded sales,  operational  and financial enterprise-wide systems,
information technology infrastructure, procedures and controls, including  the improvement  of  our
accounting and other internal management systems to manage  this growth and maintain compliance
with regulatory guidelines, including  Sarbanes-Oxley  Act requirements. To the extent our business
grows, our internal management systems and processes  will need  to  improve  to  ensure that we remain
in compliance. We also expect that we will need  to  continue to expand, train, manage  and motivate our
workforce. All of these endeavors will require substantial management effort, and we anticipate  that  we
will require additional management personnel  and  internal  processes  to  manage these  efforts and  to
plan  for the succession from time to  time  of certain persons  who have  been key management  and
technical personnel. If we are unable to effectively  manage our expanding global operations, including
our  international headquarters in Singapore, our business could be materially and adversely affected.

We are subject to risks relating to product  concentration

We  derive a substantial portion of our  revenues from a limited number of products, and  we expect

these products to continue to account  for  a large  percentage of  our revenues  in the near  term.
Continued market acceptance of these products,  is therefore, critical to our future success.  In  addition,
substantially all of our products that we  have  sold  include technology  related to one or more  of our
issued U.S. patents. If these patents are found  to  be  invalid or unenforceable,  our competitors  could
introduce competitive products that could  reduce  both the volume and price per unit of our products.
Our business, operating results, financial  condition  and  cash flows could therefore be adversely affected
by:

(cid:127) A decline in demand for any of our more significant  products, including our modem products,

FM tuners or ProSLIC;

(cid:127) Failure of our products to achieve continued market acceptance;

20

(cid:127) Competitive products;

(cid:127) New technological standards or changes  to  existing standards that  we are unable to address with

our  products;

(cid:127) A failure to release new products or  enhanced versions of  our existing products  on a  timely

basis; and

(cid:127) The failure of our new products to achieve market acceptance.

We are subject to credit risks related  to  our  accounts receivable

We  do not generally obtain letters of credit or other security for payment from  customers,
distributors or contract manufacturers. Accordingly,  we are not protected against accounts receivable
default or bankruptcy by these entities. The current economic situation could increase the  likelihood of
such defaults and bankruptcies. Our ten  largest  customers or  distributors  represent  a substantial
majority of our accounts receivable. If any such  customer or  distributor,  or a material portion  of  our
smaller customers or distributors, were to become insolvent or otherwise  not satisfy  their  obligations to
us, we could be materially harmed.

We depend on our key personnel to manage our business  effectively in a rapidly changing market, 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  believe our future success will depend in  large part  upon our  ability to  attract and  retain highly

skilled managerial, engineering, sales and marketing personnel. We believe that our future success will
be dependent on retaining the services  of our key personnel, developing their successors  and certain
internal processes to reduce our reliance  on specific individuals, and on  properly managing the
transition of key roles when they occur.  There is currently  a shortage of qualified  personnel with
significant experience in the design, development, manufacturing, marketing and  sales  of  analog and
mixed-signal ICs. In particular, there is  a shortage of engineers who are familiar  with the intricacies of
the design and manufacturability of analog elements, and  competition for such  personnel is intense.
Our key technical personnel represent  a significant asset and serve as the primary source for our
technological and product innovations.  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 the inability to attract or  retain qualified  personnel both  in the United States and
internationally, including engineers, sales,  applications and  marketing personnel, could delay the
development and introduction of, and  negatively impact our ability to sell, our  products.

Any dispositions we make could harm  our financial condition

In connection with our sale of the Aero product lines, we incurred various risks. This disposition
and any disposition that we may make  in the future entail a number of risks that could materially  and
adversely affect our business and operating results, including:

(cid:127) Diversion of management’s time and  attention from our core  business;

(cid:127) Difficulties separating the divested business;

(cid:127) Risks to relations with customers who previously  purchased products  from our disposed product

lines;

(cid:127) Reduced leverage with suppliers due to reduced aggregate volume;

(cid:127) Risks related to employee relations;

(cid:127) Risks associated with the transfer and licensing of intellectual  property;

21

(cid:127) Security risks and other liabilities related to the transition  services  provided in connection with

the disposition;

(cid:127) Tax issues associated with dispositions; and

(cid:127) Disposition-related disputes, including disputes over  earn-outs and escrows.

Our stock price may be volatile

The market price of our common stock has been  volatile in the past and may be volatile in the
future. The market price of our common  stock may  be  significantly affected by the following factors:

(cid:127) Actual or anticipated fluctuations in our operating results;

(cid:127) Changes in financial estimates by securities  analysts or our failure to perform in line  with such

estimates;

(cid:127) Changes in market valuations of other technology companies, particularly semiconductor

companies;

(cid:127) Announcements by us or our competitors of significant technical innovations, acquisitions,

strategic partnerships, joint ventures or capital commitments;

(cid:127) Introduction of technologies or product  enhancements that reduce the need for  our products;

(cid:127) The loss of, or decrease in sales to,  one or more key customers;

(cid:127) A large sale of stock by a significant  shareholder;

(cid:127) Dilution from the issuance of our stock in connection with acquisitions;

(cid:127) The addition or removal of our stock to or from a stock index fund;

(cid:127) Departures of key personnel; and

(cid:127) The required expensing of stock awards.

The stock market has experienced extreme volatility that often has been unrelated  to  the
performance of particular companies.  These market fluctuations  may  cause our stock price to fall
regardless of our performance.

Most of our current manufacturers, assemblers,  test service providers, distributors and  customers  are
concentrated in the same geographic  region, which increases the risk that a natural  disaster,  epidemic,
labor strike, war or political unrest could  disrupt our  operations or sales

Most of TSMC’s foundries and several of our assembly and test subcontractors’ sites are  located in

Taiwan and our other assembly and test  subcontractors are  located in the Pacific Rim region. In
addition, many of our customers are  located in  the Pacific  Rim region. The risk of earthquakes in
Taiwan and the Pacific Rim region is  significant due to the  proximity of major earthquake fault lines in
the area. Earthquakes, fire, flooding, lack  of  water or  other natural  disasters, an  epidemic, political
unrest, war, labor  strikes or work stoppages  in countries where our semiconductor manufacturers,
assemblers and test subcontractors are  located, likely would result in the disruption  of  our  foundry,
assembly or test capacity. There can  be no assurance that alternate capacity could be obtained on
favorable terms, if at all.

A natural disaster, epidemic, labor strike, war or political unrest  where our customers’ facilities are
located would likely reduce our sales  to  such customers. North Korea’s geopolitical maneuverings have
created unrest. Such unrest could create  economic uncertainty  or instability, could escalate  to  war or
otherwise adversely affect South Korea  and our South Korean customers and  reduce our sales to such

22

customers, which would materially and  adversely affect  our operating results.  In  addition, a  significant
portion of the assembly and testing of our products  occurs in South Korea. Any disruption resulting
from these events could also cause significant delays in shipments of our products  until we are able  to
shift  our manufacturing, assembling or  testing from the affected  subcontractor to another third-party
vendor.

The semiconductor manufacturing process is highly complex and, from time  to time,  manufacturing
yields  may fall below our expectations, which could result  in our inability to  satisfy demand for  our
products in a timely manner and may decrease our gross margins due to higher unit costs

The manufacturing of our products is a highly complex and technologically  demanding process.
Although we work closely with our foundries and assemblers to minimize the  likelihood of reduced
manufacturing yields, we have from time to time experienced lower than anticipated  manufacturing
yields. Changes in manufacturing processes or  the inadvertent  use of defective  or contaminated
materials could result in lower than anticipated  manufacturing  yields or  unacceptable performance
deficiencies, which could lower our gross  margins. If  our foundries fail  to deliver fabricated silicon
wafers of satisfactory quality in a timely manner, we will be unable to meet  our  customers’ demand  for
our  products in a timely manner, which  would adversely affect our operating  results and damage  our
customer relationships.

We depend on our customers to support our products, and some of our customers offer competing
products

Our products are currently used by our customers to produce modems, telephony equipment,
mobile handsets, networking equipment and  a broad range of other  devices. We rely on our customers
to provide hardware, software, intellectual property  indemnification and other technical  support for  the
products supplied by our customers. If  our customers do not provide the  required functionality or  if
our  customers do not provide satisfactory support  for their  products, the demand  for these devices that
incorporate our products may diminish or we may otherwise be materially adversely affected. Any
reduction in the demand for these devices  would significantly reduce our  revenues.

In certain products, some of our customers offer their own competitive products. These customers

may find it advantageous to support their own offerings in the  marketplace  in lieu of  promoting our
products.

We could seek to raise additional capital  in  the future through the issuance of equity or debt
securities, but additional capital may not  be available on  terms  acceptable to us, or at all

We  believe that our existing cash, cash  equivalents and investments will be sufficient to meet our
working capital needs, capital expenditures,  investment requirements and commitments for at  least  the
next 12 months. However, it is possible that we may need to raise  additional funds to finance our
activities or to facilitate acquisitions of other businesses,  products,  intellectual property or  technologies.
We  believe we could raise these funds,  if needed, by selling equity or  debt securities to the public or to
selected  investors. In addition, even though we  may not need additional  funds,  we may still elect to sell
additional equity or debt securities or  obtain  credit facilities for  other reasons.  However, we may not be
able to obtain additional funds on favorable  terms, or at all. If we decide to raise additional funds by
issuing equity or convertible debt securities, the  ownership percentages  of existing shareholders  would
be reduced.

23

We are a relatively small company with limited resources  compared to some of our current  and
potential competitors and we may not be  able to compete effectively and increase  market  share

Some of  our current and potential competitors have longer operating histories, significantly greater

resources and name recognition and  a  larger base of customers than  we have.  As a result, these
competitors may have greater credibility  with our existing  and  potential customers. They also  may be
able to adopt more aggressive pricing  policies and  devote  greater resources to the development,
promotion and sale of their products than we can to ours. In addition, some of our current and
potential competitors have already established  supplier  or joint development relationships with the
decision makers at our current or potential customers. These competitors may be able to leverage  their
existing relationships to discourage their  customers  from purchasing  products from  us  or persuade  them
to replace our products with their products. Our competitors may also offer bundled chipset kit
arrangements offering a more complete product despite the technical merits  or advantages of our
products. These competitors may elect not to support  our products which could complicate our  sales
efforts. These and other competitive  pressures may prevent  us from competing successfully against
current or future competitors, and may materially harm our business. Competition could decrease our
prices, reduce our sales, lower our gross margins and/or decrease  our market share.

Provisions in our charter documents and  Delaware law  could prevent, delay or impede a  change in
control of us and may reduce the market price of  our  common stock

Provisions of our certificate of incorporation and bylaws could  have the effect of discouraging,
delaying or preventing a merger or acquisition that a stockholder may consider favorable.  For  example,
our  certificate of incorporation and bylaws provide for:

(cid:127) The division of our Board of Directors into three classes  to  be  elected on a  staggered  basis, one

class each year;

(cid:127) The ability of our Board of Directors to issue shares  of our  preferred stock in  one or more

series without further authorization of our stockholders;

(cid:127) A prohibition on stockholder action  by written consent;

(cid:127) Elimination of the right of stockholders to call  a special  meeting of stockholders;

(cid:127) A requirement that stockholders provide advance notice of any stockholder nominations  of

directors or any proposal of new business  to  be  considered at  any meeting of stockholders; and

(cid:127) A requirement that a supermajority vote be obtained to amend or repeal certain provisions of

our  certificate of incorporation.

We  also are subject to the anti-takeover  laws  of  Delaware  which may discourage,  delay or  prevent

someone from acquiring or merging with us,  which may adversely affect the  market price of our
common stock.

Risks related to our industry

We are subject to the cyclical nature  of  the semiconductor industry,  which  has  been subject to
significant fluctuations

The semiconductor industry is highly cyclical  and is characterized by  constant and rapid

technological change, rapid product obsolescence  and  price  erosion, evolving standards,  short product
life cycles and wide fluctuations in product supply  and demand.  The  industry  has experienced
significant fluctuations, often connected  with, or in  anticipation  of,  maturing product cycles and new
product  introductions of both semiconductor companies’ and their customers’ products and fluctuations
in general economic conditions. Deteriorating general  worldwide  economic  conditions, including

24

reduced economic activity, concerns about credit and inflation, increased energy costs, decreased
consumer confidence, reduced corporate  profits, decreased spending  and similar adverse business
conditions, would make it very difficult  for  our  customers, our vendors, and us to accurately forecast
and plan future business activities and could cause  U.S. and foreign  businesses to slow  spending  on our
products. We cannot predict the timing, strength, or  duration of  any economic slowdown  or economic
recovery. If the economy or markets  in  which we  operate  deteriorate, our business, financial condition,
and results of operations would likely  be  materially and adversely affected.

Downturns have been characterized by diminished product  demand, production  overcapacity,  high

inventory levels and accelerated erosion of  average selling  prices. We  believe the semiconductor
industry has suffered a downturn due  in  large part  to  adverse conditions in the  global credit and
financial markets, including diminished liquidity and credit  availability, declines in consumer  confidence,
declines in economic growth, increased  unemployment  rates and general uncertainty regarding the
economy. Such downturns may have  a  material adverse effect on our business  and operating results.

Upturns have been characterized by increased  product demand and production capacity constraints

created by increased competition for  access  to  third-party foundry, assembly  and test capacity. We are
dependent on the availability of such capacity  to  manufacture, assemble  and  test our ICs. None of our
third-party foundry, assembly or test subcontractors have provided assurances that adequate capacity
will be available to us.

The average selling prices of our products could  decrease rapidly which may negatively impact our
revenues and gross margins

We  may experience substantial period-to-period fluctuations in future  operating results  due  to  the

erosion of our average selling prices.  We  have reduced the average  unit price of  our products in
anticipation of or in response to competitive pricing pressures, new product introductions by us or our
competitors and other factors. If we  are  unable  to  offset any such reductions in  our average  selling
prices by increasing our sales volumes, increasing our sales content per application or  reducing
production costs, our gross margins and revenues  will  suffer. To maintain our gross margin percentage,
we will need to develop and introduce new products  and  product enhancements on a timely basis and
continually reduce our costs. Our failure  to do so could  cause our  revenues and gross  margin
percentage to decline.

Competition within the numerous markets we target  may  reduce sales of  our products and reduce our
market share

The markets for semiconductors in general, and for  mixed-signal ICs  in particular, are  intensely

competitive. We expect that the market for our products  will  continually evolve and will be subject to
rapid technological change. In addition,  as we target and supply  products  to  numerous markets and
applications, we face competition from a  relatively large  number of competitors. We compete with
Analog Devices, Atmel, Broadcom, Conexant,  Cypress, Epson, Freescale, IDT,  Lantiq, LSI, Maxim
Integrated Products, Microchip, NXP Semiconductors, Renesas, Sony Semiconductor, ST-Ericsson,
STMicroelectronics, Texas Instruments, Vectron  International, Zarlink  Semiconductor and others. We
expect to face competition in the future  from our current competitors, other manufacturers and
designers of semiconductors, and start-up semiconductor  design companies. As the markets for
communications products grow, we also  may face competition  from  traditional communications  device
companies. These companies may enter  the mixed-signal semiconductor  market  by  introducing  their
own ICs or by entering into strategic  relationships  with or acquiring  other  existing providers of
semiconductor products. In addition, large companies may restructure  their  operations to create
separate companies or may acquire new  businesses that are focused on providing the types of products
we produce or acquire our customers.

25

Our products must conform to industry standards and technology in order to  be accepted  by  end users
in our markets

Generally, our products comprise only  a part  of a device. All components of such devices must

uniformly comply with industry standards  in  order  to  operate  efficiently together. We depend  on
companies that provide other components  of the devices to support  prevailing  industry standards. Many
of these  companies are significantly larger  and  more  influential in affecting industry standards  than we
are. Some industry standards may not be widely adopted or implemented uniformly,  and competing
standards may emerge that may be preferred by  our  customers or end users. If larger  companies do not
support the same industry standards  that  we  do,  or if competing standards emerge, market acceptance
of our products could be adversely affected which would harm our  business.

Products for certain applications are  based on  industry  standards  that are continually  evolving.  Our
ability to compete in the future will depend on our ability to identify  and  ensure compliance with these
evolving industry standards. 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.

Our pursuit of necessary technological advances may require substantial time and expense.  We may

not be successful in developing or using  new  technologies or  in developing new  products or  product
enhancements that achieve market acceptance. If  our  ICs fail  to  achieve market acceptance, our growth
prospects, operating results and competitive position could be adversely affected.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Our primary facilities, housing engineering, sales and marketing, administration and  test

operations, are located in Austin, Texas.  Our Austin, Texas  operations currently  occupy  approximately
190,000 square feet of leased floor space  with  lease terms expiring at various  dates through  2013. In
addition to these properties, we lease smaller facilities in various locations in the  United States, China,
France, Germany, Hungary, Japan, Portugal, South Korea, Singapore, Taiwan and  the United  Kingdom
for engineering, sales and marketing,  administrative and manufacturing support  activities. We  believe
that these facilities are suitable and adequate to meet our  current operating  needs.

Item 3. Legal Proceedings

Securities Litigation

On December 6, 2001, a class action complaint for violations of U.S. federal securities laws was

filed in the United States District Court  for the Southern  District of New York  against us, four  of our
officers individually and the three investment banking  firms  who served as  representatives of the
underwriters in connection with our initial  public offering of common  stock. The Consolidated
Amended Complaint alleges that the  registration statement and prospectus for our initial public
offering did not disclose that (1) the  underwriters solicited and  received additional, excessive  and
undisclosed commissions from certain investors,  and  (2) the  underwriters had agreed to allocate shares
of the offering in exchange for a commitment from  the customers  to  purchase  additional shares in the
aftermarket at pre-determined higher  prices. The Complaint alleges violations of the  Securities  Act of
1933 and the Securities Exchange Act  of  1934. The action  seeks damages in an unspecified amount and
is being coordinated with approximately 300  other  nearly identical actions filed  against other

26

companies. A court order dated October 9, 2002  dismissed without prejudice our  four officers who  had
been named individually. On December 5, 2006, the  Second Circuit vacated  a decision by the District
Court granting class certification in six of  the coordinated cases, which are intended  to  serve as  test, or
‘‘focus’’ cases. The plaintiffs selected  these six cases, which do  not include us. On  April 6, 2007, the
Second Circuit denied a petition for rehearing  filed by the  plaintiffs, but noted that the  plaintiffs  could
ask the District Court to certify more  narrow classes than those  that were rejected.

The parties in the approximately 300  coordinated  cases, including the parties in the case against us,

reached a settlement. The insurers for the  issuer defendants in  the coordinated cases will  make  the
settlement payment on behalf of the issuers,  including us. On October 5,  2009, the  Court granted  final
approval of the settlement. Six notices  of  appeal  have been  filed. Judgment was  entered on  January 13,
2010. The time to file additional notices of appeal is set to  expire on  February 12, 2010.  A group of
three objectors, who filed a notice of  appeal, also  filed a  petition to the Second Circuit  seeking
permission to appeal the District Court’s  final  approval of the settlement on the  basis that the
settlement class is broader than the class previously  rejected by  the  Second Circuit in its December 5,
2006 order vacating the District Court’s order certifying classes  in the focus  cases.

As the litigation process is inherently uncertain,  we are unable  to  predict  the outcome of the above

described matter if the settlement does not survive  the appeal. While we do maintain liability
insurance, we could incur losses that  are  not  covered by our liability insurance or that exceed the limits
of our liability insurance. Such losses could have a material impact on our  business  and our results of
operations or financial position.

Other

We  are involved in various other legal  proceedings that  have arisen  in the normal  course  of

business. While the ultimate results of  these matters cannot be predicted with  certainty,  we do not
expect them to have a material adverse effect on our  consolidated  financial position  or results  of
operations.

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

None.

27

Item 5. Market for Registrant’s Common  Equity,  Related Stockholder Matters  and Issuer Purchases

Part II

of Equity Securities

Market Information and Holders

Our registration statement (Registration No. 333-94853)  under the  Securities  Act of 1933, as
amended, relating to our initial public offering of  our common  stock  became effective on  March 23,
2000. Our common stock is quoted on the NASDAQ National Market (NASDAQ) under the symbol
‘‘SLAB’’. The table below shows the high and low per-share sales prices of our common stock  for the
periods indicated, as reported by NASDAQ. As  of  January 31, 2010,  there were 137 holders  of record
of our common stock.

Fiscal Year 2008

First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Fiscal Year 2009

First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

High

Low

$37.93
39.24
35.23
28.93

$28.13
39.29
49.08
49.06

$25.39
31.31
28.74
17.05

$20.40
26.19
34.59
40.56

Dividend Policy

We  have never declared or paid any cash dividends on  our common stock and  we do not intend to
pay cash  dividends in the foreseeable  future.  We  currently  expect to retain any future  earnings to fund
the operation and expansion of our business.

28

Stock Performance Graph

The graph depicted below shows a comparison of cumulative total stockholder returns  for an

investment in Silicon Laboratories Inc. common stock, the NASDAQ  Composite Index and the
NASDAQ Electronic Components Index.

COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG SILICON LABORATORIES  INC.,
THE NASDAQ COMPOSITE INDEX
AND THE NASDAQ ELECTRONIC COMPONENTS INDEX

150

100

50

D
O
L
L
A
R
S

0

1/01/05

12/31/05

12/30/06

12/29/07

01/03/09

01/02/10

Silicon Laboratories Inc.

NASDAQ Composite

NASDAQ Electronic Components

5FEB201021303849

(1) The graph assumes that $100 was invested  in our common stock and in  each index at the market
close on January 1, 2005, and that all  dividends  were reinvested. No cash dividends have been
declared on our common stock.

(2) Stockholder returns over the indicated period should  not be considered indicative of future

stockholder returns.

(3) The NASDAQ Composite Index was  previously referred to as the NASDAQ Stock Market (US)

Index.

29

Issuer  Purchases of Equity Securities

The following table summarizes repurchases of our common stock during  the three months ended

January 2, 2010:

Period

October 4, 2009 - October 31, 2009 .
November 1, 2009 - November 28,

Total Number of
Shares Purchased

Average Price
Paid per Share

Total Number of
Shares Purchased
as Part of Publicly
Announced  Plans
or Programs

Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under  the Plans  or
Programs

—

$ —

—

$150,000,000

2009 . . . . . . . . . . . . . . . . . . . . .

120,100

November 29, 2009 - January 2,

2010 . . . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . .

61,368

181,468

$42.85

$44.09

$43.27

120,100

$144,853,903

61,368

181,468

$142,148,226

In October 2009, our Board of Directors authorized a program to repurchase up to $150 million of

our  common stock through 2010. The program  allows for repurchases to be made in the open market
or in private transactions, including structured  or accelerated transactions, subject to applicable  legal
requirements and market conditions. This  new  program  replaced the previously authorized  program to
repurchase up to $100 million of our  common stock which  ended on November 3, 2009.

30

Item 6. Selected Financial Data

Please read this selected consolidated financial  data  in conjunction  with ‘‘Management’s Discussion
and Analysis of Financial Condition and Results of  Operations,’’ our Consolidated Financial Statements
and the notes to those statements included in this Form 10-K. Financial data for fiscal years 2005
through 2006 has been reclassified to reflect the sale of our former  Aero product  lines  as discontinued
operations. The sale of these product  lines closed in March 2007. See Note  3, Discontinued Operation,
to the Consolidated Financial Statements for  additional information.

Consolidated Statements of Income Data

Revenues . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . .
Income from continuing operations . . . . .
Income from discontinued operations, net
. . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . .

of income taxes

Income from continuing operations per

share:
Basic . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Balance Sheet Data

Fiscal Year

2009

2008

2007

2006

2005

(in thousands, except per share data)

$441,020
66,511
73,092(1)

$415,630

43,656(2)
32,935(2)

$337,461
23,097
39,687

$288,156

$238,587

6,052(6)
15,343(6)

18,945(7)
17,699(7)

—

165,149(4)
$ 73,092(1) $ 32,935(2) $204,836(4) $ 31,158(6) $ 47,506(7)

15,815

29,807

—

$
$

1.62
1.57

$
$

0.68
0.67

$
$

0.72
0.70

$
$

0.28
0.27

$
$

0.33
0.32

Cash, cash equivalents and investments . .
Working capital . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . .
Long-term obligations . . . . . . . . . . . . . . .
Total stockholders’ equity . . . . . . . . . . . .

$434,899
435,359
742,838
24,403
629,796

$325,360(3) $572,974(5) $386,292
402,085
289,716(3)
686,995
624,245(3)
16,691
48,789
568,682
502,460(3)

599,300(5)
840,246(5)
43,309
703,545

$363,710
369,304
601,062
7,418
498,048

(1) Includes a benefit related to the  resolution of prior  year uncertain  tax benefits.

(2) Includes a charge for in-process research and development costs in connection  with our acquisition

of Integration Associates.

(3) Reflects repurchases of our common  stock  in fiscal 2008.

(4) Includes a gain on the sale of our Aero  product lines, net of related income taxes.

(5) Includes proceeds from the sale of  our  Aero product lines, less repurchases of our common stock

in fiscal 2007.

(6) At the beginning of fiscal 2006, we  changed our method of accounting for stock-based

compensation to conform to Financial  Accounting Standards Board (FASB) Accounting Standards
Codification (ASC) 718-10, formerly  FASB Statement of Financial Accounting Standards
(SFAS) No. 123 (revised 2004), Share-Based  Payment, (SFAS 123R).

(7) Includes a charge for acquired research and development  costs in connection with our acquisition

of Silicon MAGIKE.

31

Item 7. Management’s Discussion and Analysis of Financial  Condition and  Results of Operations

The following discussion and analysis  of  financial condition  and results of operations should be read in
conjunction with the Consolidated Financial  Statements  and related notes thereto included elsewhere in this
report. This discussion contains forward-looking  statements. Please see the ‘‘Cautionary Statement’’ and
‘‘Risk Factors’’ above for discussions of the uncertainties, risks and  assumptions associated with  these
statements. Our fiscal year-end financial  reporting  periods are a 52-  or 53- week year  ending on the
Saturday closest to December 31st. Fiscal year 2009 had 52 weeks and ended on January 2,  2010. Fiscal
year 2008 had 53 weeks with the extra week  occurring in the first  quarter of the  year and ended  on
January 3, 2009. Fiscal year 2007 had  52  weeks and  ended December  29, 2007. Except as noted,  financial
results are for continuing operations. Our  former Aero  product lines are reported as discontinued operations.
The sale of these product lines closed in  March 2007.

Overview

We  design and develop proprietary, analog-intensive, mixed-signal integrated circuits (ICs)  for a
broad range of applications. Mixed-signal ICs are electronic  components that convert real-world analog
signals, such as sound and radio waves, into digital signals  that electronic products can process.
Therefore, mixed-signal ICs are critical components in a broad range of applications in a variety of
markets, including communications, consumer, industrial, automotive, medical and power management.
Our major customers include 2Wire, Apple,  Huawei, LG Electronics, Nokia, Philips,  Samsung,  Sony
Ericsson, Thomson and Varian Medical  Systems.

As a ‘‘fabless’’ semiconductor company, we rely  on third-party semiconductor fabricators  in Asia,

and to a lesser extent the United States  and  Europe,  to  manufacture the silicon wafers that reflect our
IC designs. Each wafer contains numerous die, which are cut from the wafer  to  create a chip  for an  IC.
We  rely  on third-parties in Asia to assemble, package, and, in most cases, test these devices and  ship
these units to our customers. Testing performed by such  third  parties facilitates faster  delivery of
products to our customers (particularly  those located in Asia), shorter  production cycle times, lower
inventory requirements, lower costs and increased flexibility  of test capacity.

Our expertise in analog-intensive, high-performance, mixed-signal ICs enables us  to  develop  highly

differentiated solutions that address multiple markets. We group our  products into the following
categories:

(cid:127) Broadcast products, which include our broadcast radio  receivers and transmitters,  video  tuners

and demodulators, satellite set-top box receivers  and  satellite  radio tuners;

(cid:127) Access products, which include our  ISOmodem  embedded modems, Voice over IP  products, such
as our  ProSLIC subscriber line interface circuits and voice direct  access  arrangement,  and our
Power over Ethernet devices;

(cid:127) Broad-based products, which include 8-bit microcontroller products,  timing products  (including
clocks, precision clock & data recovery ICs and oscillators), short-range  wireless  transceivers,
isolators, current sensors and our QuickSense portfolio  of touch, proximity and ambient  light
sensing devices; and

(cid:127) Mature products, which include our  silicon DAA for PC modems, DSL analog front end  ICs,

optical physical layer transceivers and RF Synthesizers.

Through acquisitions and internal development  efforts, we  have continued to diversify our  product

portfolio and introduce next generation  ICs with added functionality  and  further integration. In fiscal
2009, we introduced a family of ultra-efficient microcontrollers for  power-sensitive and battery-powered
embedded systems, a family of highly  integrated, energy-efficient quad  Power over  Ethernet (PoE)
Power Sourcing Equipment (PSE) controllers,  a new  line of automotive-qualified microcontrollers that

32

enable a dramatic reduction in system  cost and footprint  in body  electronics applications, our
QuickSense portfolio of highly accurate  and fast-response touch, proximity and ambient  light sensing
devices, the expansion of our Any-Rate  Precision  Clock family with both a low jitter  clock generator  for
broadcast video applications and web-customizable CMOS clock generators,  a silicon hybrid TV tuner
that supports both analog and digital broadcasts in a single device, a family of ProSLIC single channel
telephony ICs for broadband networking  equipment, the expansion of our small  form factor
microcontrollers in a tiny 2x2 mm footprint, a family of ISOpro high-performance, digital isolators, a
family of high pin-count capacitive touch-sense microcontrollers for cost-sensitive embedded systems
and the EZRadioPRO(cid:4) embedded wireless radio family. We plan  to  continue to introduce products
that increase the content we provide  for existing applications, thereby enabling us to serve  markets  we
do not currently address and expanding our  total available market opportunity.

During  fiscal 2009, we had one customer,  Samsung, whose purchases across  a variety  of  product
areas represented 16% of our total revenues. We had no customers that  accounted for more than 10%
of our revenues during fiscal 2008 or 2007. In addition to direct  sales  to  customers, some of our end
customers purchase products indirectly  from  us  through distributors and contract manufacturers. An
end customer purchasing through a contract  manufacturer typically instructs such contract manufacturer
to obtain our products and incorporate  such  products with other components for sale  by  such contract
manufacturer to the end customer. Although we  actually sell the products to, and  are paid by, the
distributors and contract manufacturers, we refer to such end customer as our customer. Two  of our
distributors, Edom Technology and Avnet, represented 27%  and  10%  of  our revenues  during  fiscal
2009, respectively. Edom represented 31% of our  revenues during fiscal 2008. Edom and  Avnet
represented 36% and 10% of our revenues during fiscal  2007,  respectively.  There were  no other
distributors or contract manufacturers that accounted for more  than 10%  of  our  revenues in  fiscal 2009,
2008 or 2007.

The percentage of our revenues derived from customers located outside of the United States was

88% in fiscal 2009 and 2008 and 87% in  fiscal  2007. All of  our revenues to date have been
denominated in U.S. dollars. We believe that a majority  of our  revenues will  continue to be derived
from customers outside of the United  States.

The sales cycle for our ICs can be as long as 12 months  or more. An additional three to six
months or more are usually required before a customer ships a significant volume of  devices that
incorporate our ICs. Due to this lengthy  sales cycle, we  typically experience a significant  delay between
incurring research and development  and  selling, general and administrative expenses, and the
corresponding sales. Consequently, if  sales in any quarter do not occur when  expected, expenses and
inventory levels could be disproportionately high, and our operating  results for that quarter and,
potentially, future quarters would be  adversely  affected. Moreover, the amount of time between initial
research and development and commercialization of a  product, if ever,  can be substantially longer than
the sales cycle for the product. Accordingly, if we incur substantial research and  development costs
without developing a commercially successful product, our operating results,  as well as  our  growth
prospects, could be adversely affected.

Because many of our ICs are designed for use in consumer products such  as televisions,  personal

video recorders, set-top boxes, portable navigation devices  and mobile handsets, we  expect that the
demand for our products will be typically  subject to some degree of seasonal demand.  However, rapid
changes in our markets and across our product areas make  it difficult for  us to accurately estimate the
impact of seasonal factors on our business.

Discontinued Operation

In March 2007, we sold our Aero transceiver, AeroFONE single-chip  phone and power amplifier

product  lines to NXP for $285 million  in cash,  plus additional earn-out potential of  up to an aggregate

33

of $65  million over the following three  years. The results of operations of the sold  product lines have
been presented as discontinued operations.

Results of Operations

The following describes the line items  set forth in  our Consolidated  Statements of Income:

Revenues. Revenues are generated almost exclusively by  sales  of  our  ICs. We recognize revenue
on sales when all of the following criteria  are  met: 1) there  is persuasive  evidence that an arrangement
exists, 2) delivery of goods has occurred,  3) the sales price is fixed or determinable, and  4)  collectibility
is reasonably assured. Generally, we  recognize revenue from product  sales  to  direct customers and
contract manufacturers upon shipment.  Certain of our sales  are  made to distributors under agreements
allowing certain rights of return and  price protection on products unsold  by  distributors. Accordingly,
we defer the revenue and cost of revenue  on such  sales  until the distributors sell the product to the
end customer. Our products typically carry a one-year replacement warranty.  Replacements have been
insignificant to date. Our revenues are subject  to  variation  from period  to  period due to the  volume of
shipments made within a period, the mix of products we sell and the prices we charge for  our products.
The vast majority of our revenues were negotiated at prices that  reflect a discount  from the list prices
for our  products. These discounts are  made  for a variety of reasons,  including: 1) to establish a
relationship with a new customer, 2)  as an incentive for customers to purchase  products in  larger
volumes, 3) to provide profit margin  to our  distributors who resell our products or 4) in response to
competition. In addition, as a product  matures, we expect  that the average selling price  for such
product  will decline due to the greater  availability of competing products.  Our ability to increase
revenues in the future is dependent on  increased  demand  for our  established products  and our ability
to ship larger volumes of those products in response to such  demand, as well  as our ability to develop
or acquire new products and subsequently achieve customer acceptance of newly introduced products.

Cost of Revenues. Cost of revenues includes the cost of  purchasing finished silicon wafers

processed by independent foundries; costs associated with assembly, test and  shipping of those
products; costs of personnel and equipment  associated  with manufacturing support, logistics and  quality
assurance; costs of software royalties and amortization of purchased software,  other  intellectual
property license costs and certain acquired intangible assets; an allocated  portion  of our  occupancy
costs; and allocable depreciation of testing  equipment and leasehold improvements.

Research and Development. Research and development expense consists  primarily of  personnel-

related expenses, including stock compensation, new product mask,  wafer, packaging and test  costs,
external  consulting and services costs, equipment tooling, equipment depreciation, amortization of
acquired intangible assets, as well as  an  allocated portion of our occupancy costs for such operations.
Research and development activities  include the design  of  new products, refinement of existing
products and design of test methodologies to ensure compliance with required specifications.

Selling, General and Administrative. Selling, general and administrative expense consists

primarily of personnel-related expenses, including stock compensation, related allocable portion of our
occupancy costs, sales commissions to independent sales representatives, applications engineering
support, professional fees, patent litigation  legal  fees,  costs related to relocating our headquarters and
promotional and marketing expenses.

In-Process Research and Development.

In-process research and development (IPR&D)

represents acquired technology resulting  from business combinations that had not achieved
technological feasibility as of the acquisition closing date  and  had no alternative  future use. For
acquisitions occurring prior to fiscal 2009,  these costs  were  expensed on the date of acquisition.
Beginning in fiscal 2009, IPR&D acquired in  business combinations is recorded  as an indefinite-lived

34

intangible asset at fair value. The asset  is  tested for  impairment through its completion and then
amortized over its useful life.

Interest Income.
investment balances.

Interest income reflects interest earned on our cash, cash equivalents and

Interest Expense.

Interest expense consists of interest on  our  short and long-term obligations.

Other Income (Expense), Net. Other income (expense), net reflects foreign currency

remeasurement adjustments and gains and losses  on the disposal  of fixed assets.

Provision (Benefit) for Income Taxes. Provision (benefit) for income taxes includes both domestic

and foreign income taxes at the applicable statutory  rates adjusted for non-deductible expenses
(including a portion of our stock compensation), research and development tax credits, interest  income
from tax-exempt investments and interest and penalties  related to unrecognized tax  benefits.

The following table sets forth our Consolidated Statements of Income data as a percentage of

revenues for the periods indicated:

Year Ended

January 2,
2010

January 3,
2009

December 29,
2007

Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

100.0% 100.0%
36.6

38.5

Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

63.4

61.5

100.0%
38.6

61.4

Operating expenses:

Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . . .
In-process research and development . . . . . . . . . . . . . . . . . . . . .

Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other income (expense):

Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income (expense), net . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income from continuing operations before income taxes . . . . . . . . .
Provision (benefit) for income taxes . . . . . . . . . . . . . . . . . . . . . . . .

Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . .
Income from discontinued operations, net  of income taxes . . . . . . .

23.7
24.7
—

48.4

15.0

0.7
(0.0)
(0.0)

15.7
(0.9)

16.6
—

24.3
24.2
2.5

51.0

10.5

2.5
(0.1)
(0.1)

12.8
4.9

7.9
—

26.5
28.1
—

54.6

6.8

7.3
(0.2)
(0.1)

13.8
2.0

11.8
48.9

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

16.6%

7.9%

60.7%

Comparison of Fiscal 2009 to Fiscal  2008

Revenues

(in millions)

Year Ended

January 2,
2010

January 3,
2009

Change

%
Change

Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$441.0

$415.6

$25.4

6.1%

35

The growth in revenue in fiscal 2009 was driven primarily by market share  gains. Increased unit
volumes outpaced declines in average  selling prices.  Unit volumes of our products increased compared
to fiscal 2008 by 19.6%. Average selling  prices  decreased during the  same period  by  10.8%. In general,
as our products become more mature, we  expect  to  experience decreases in  average selling  prices. We
anticipate that newly announced, higher  priced, next generation products  and product derivatives will
offset these decreases to some degree.

Gross  Margin

(in millions)

Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Percent of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year Ended

January 2,
2010

January 3,
2009

Change

%
Change

$279.8

$255.8

$24.0

9.4%

63.4%

61.5%

The increase in the dollar amount of  gross  margin in fiscal 2009  was  primarily due to our

increased sales. The increase in gross margin as a  percent of revenue in  fiscal 2009 was primarily due
to a charge of $2.2 million to record  inventory acquired from Integration Associates at fair value during
fiscal 2008, improvements in our inventory management  and  manufacturing cost reductions. We may
continue to experience declines in the  average selling prices  of certain of our products. This downward
pressure on gross margin as a percentage  of revenues may  be  offset  to  the  extent we  are able  to:
1) introduce higher margin new products  and gain market share with our ICs; 2) achieve lower
production costs from our wafer suppliers and third-party assembly and test subcontractors; 3) achieve
lower production costs per unit as a result  of improved  yields throughout the  manufacturing process; or
4) reduce logistics costs.

Research and Development

(in millions)

Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . .
Percent of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year Ended

January 2,
2010

January 3,
2009

Change

%
Change

$104.4

$101.2

$3.2

3.2%

23.7%

24.3%

The increase in research and development expense in fiscal 2009  was  principally due to an increase
of $3.7 million for personnel-related expenses,  including personnel  costs associated  with the acquisition
of Integration Associates. The decrease in  research  and  development expense as a  percent of revenues
is due to our increased sales. For fiscal  2010,  we expect that research  and  development expense  will
increase in absolute dollars, but remain relatively stable as a percentage of sales.

Significant recent development projects include  a family of ultra-efficient  microcontrollers  for
power-sensitive and battery-powered embedded  systems, a  family of highly integrated, energy-efficient
quad PoE PSE controllers, a new line  of automotive-qualified microcontrollers that enable a  dramatic
reduction in system cost and footprint  in  body electronics applications, our QuickSense  portfolio  of
highly accurate and fast-response touch, proximity  and ambient  light sensing devices, the  expansion of
our  Any-Rate Precision Clock family  with  both  a low jitter clock generator for broadcast  video
applications and web-customizable 8-output CMOS clock generators,  a silicon hybrid TV tuner  that
supports both analog and digital broadcasts in  a single device, a  family of ProSLIC single channel
telephony ICs for broadband networking  equipment, the  expansion of our small  form factor
microcontrollers in a tiny 2x2 mm footprint, a  family of  ISOpro high-performance, digital isolators, a
family of high pin-count capacitive touch-sense  microcontrollers for cost-sensitive embedded systems
and the EZRadioPRO embedded wireless  radio  family.

36

Selling, General and Administrative

(in millions)

Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . .
Percent of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year Ended

January 2,
2010

January 3,
2009

Change

%
Change

$108.8

$100.7

$8.1

8.1%

24.7%

24.2%

The increase in selling, general and administrative  expense in  fiscal  2008 was principally due to an

increase of $8.7 million for personnel-related expenses, including  personnel costs associated with the
acquisition of Integration Associates.  For  fiscal 2010, we expect that selling, general and administrative
expense will increase in absolute dollars  and decline slightly  as a percentage  of sales.

In-Process Research and Development

In-process research and development (IPR&D) recorded in connection with the acquisition of

Integration Associates was $10.3 million  in  fiscal  2008. The IPR&D projects included optoelectronic,
power, and radio transmitter and transceiver technologies. The  optoelectronic projects are  used for
infrared data communications and proximity sensing. The  power projects  enable AC-DC conversion in
power supply systems. The radio transmitters and transceivers projects enable the  delivery of data over
proprietary, short range wireless links. The fair value of each  project was determined using the  income
approach. The discount rate applicable to the  cash flows was  20%.  This rate reflects  the weighted-
average cost of capital and the risks inherent in the development process.

There was no acquisition of IPR&D in fiscal  2009.

Interest Income

(in millions)

Year Ended

January 2,
2010

January 3,
2009

Change

Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

2.7

$ 10.4

$(7.7)

The decrease in interest income for the recent period  was due  to  lower  interest rates  on the

underlying instruments and lower average cash and investment balances.

Interest Expense

Interest expense in fiscal 2009 was $0.2  million compared to  $0.4 million  in fiscal 2008.

Other Income (Expense), Net

Other income (expense), net in fiscal 2009 was  $(0.1) million  compared to $(0.6)  million  in fiscal

2008.

Provision (Benefit) for Income Taxes

(in millions)

Year Ended

January 2,
2010

January 3,
2009

Change

Provision (benefit) for income taxes . . . . . . . . . . . . . . . . . . . . .
Effective tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ (4.1)

$ 20.2

$(24.3)

(6.0)% 38.0%

The effective tax rate for fiscal 2009  decreased  from the prior period,  primarily  due  to  resolution
of uncertain tax positions as a result of us entering into an Advance Pricing  Agreement with  the U.S.

37

Internal Revenue Service during the  fourth quarter of fiscal 2009. In addition, the effective tax rate for
fiscal 2009 decreased from the prior  period  due to the intercompany license  of  certain technology and
the non-deductible write-off of in-process research and development costs during fiscal 2008,  both  of
which  were related to the acquisition  of  Integration Associates. See Note  16, Income Taxes, to the
Consolidated Financial Statements for  additional information.

The effective tax rates for each of the periods presented differ from  the federal  statutory rate of
35% due to the amount of income earned in foreign jurisdictions where  the tax rate  may be lower than
the federal statutory rate, the limited deductibility of  stock  compensation  expense and other permanent
items including changes to the liability  for  unrecognized tax benefits.

Comparison of Fiscal 2008 to Fiscal  2007

Revenues

(in millions)

Year Ended

January 3,
2009

December 29,
2007

Change

%
Change

Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$415.6

$337.5

$78.1

23.2%

The growth in the  sales of our products in  fiscal  2008 was driven primarily by increased revenues

from all  of our product groups. Unit volumes of our products increased compared  to  fiscal 2007 by
50.8%. Average selling prices decreased  during the  same period by 19.4%. Unit volumes and  average
selling prices were substantially affected  by the addition of certain high volume, low average selling
price products through the Integration Associates acquisition. Excluding the  Integration Associates
products, during the same period, unit  volumes increased by 28.1% and  average selling prices decreased
by only 8.1%.

Gross  Margin

(in millions)

Year Ended

January 3,
2009

December 29,
2007

Change

%
Change

Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Percent of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$255.8

$207.2

$48.6

23.4%

61.5%

61.4%

The increase in the dollar amount of  gross  margin in fiscal 2008  was  primarily due to our

increased sales.

Research and Development

(in millions)

Year Ended

January 3,
2009

December 29,
2007

Change

%
Change

. . . . . . . . . . . . . . . . . . . . . . . . .
Research and development
Percent of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$101.2

24.3%

$89.3
26.5%

$11.9

13.3%

The increase in research and development expense in fiscal 2008  was  principally due to (a)  an
increase of $8.6 million for personnel-related  expenses, (b)  $2.7 million of reduced occupancy and IT
support costs during fiscal 2007, which were billed to NXP in  connection with  our  transition  services
agreement (TSA) which has now expired,  and  (c) an increase of $1.8  million for product introduction
costs. These impacts were partially offset by increased  foreign  research  credits  and incentives of
$1.2 million in fiscal 2008. The decrease in research and development expense  as a percent  of  revenues
was due to our increased sales.

38

Selling, General and Administrative

(in millions)

Year Ended

January 3,
2009

December 29,
2007

Change

%
Change

Selling, general and administrative . . . . . . . . . . . . . . . . . . . .
Percent of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$100.7

24.2%

$94.8
28.1%

$5.9

6.2%

The increase in selling, general and administrative expense in  fiscal  2008 was principally due to
(a) an increase of $6.4 million for personnel-related expenses,  (b)  $1.0 million of reduced occupancy
costs during fiscal 2007 which were billed to NXP in  connection  with our TSA, and (c) an increase of
$0.7 million for sales commissions. These impacts were partially  offset  by decreased legal  fees,  primarily
related to litigation, of $2.6 million. The  decrease in selling,  general  and administrative expense  as a
percent of revenues was due to our increased sales.

In-Process Research and Development

In-process research and development (IPR&D) recorded in connection with the acquisition of
Integration Associates was $10.3 million  in fiscal 2008. There was  no acquisition of IPR&D in  fiscal
2007.

Interest Income

(in millions)

Year Ended

January 3,
2009

December 29,
2007

Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 10.4

$24.5

Change

$(14.1)

The decrease in interest income for fiscal  2008 was due to lower  interest rates on the underlying

instruments and lower average cash and  investment balances.

Interest Expense

Interest expense in fiscal 2008 was $0.4 million compared to  $0.6 million  in fiscal 2007.

Other Income (Expense), Net

Other income (expense), net in fiscal 2008 was $(0.6)  million  compared to $(0.5)  million  in fiscal

2007.

Provision (Benefit) for Income Taxes

(in millions)

Year Ended

January 3,
2009

December 29,
2007

Provision (benefit) for income taxes . . . . . . . . . . . . . . . . . . .
Effective tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 20.2

38.0%

$ 6.8
14.7%

Change

$13.4

The effective tax rate for fiscal 2008  was higher  than fiscal 2007  primarily due to a  one-time tax

cost associated with the intercompany  licensing of certain intellectual property, the unfavorable impact
of a reduction in tax exempt interest  income and the non-deductible write-off of in-process research
and development costs. These increases  were partially offset by an increase in the foreign  tax rate
benefit and the reduction of the liability  for unrecognized tax benefits due to the closure of an open tax
year.

39

The effective tax rates for each of the periods presented differ from  the federal  statutory rate of
35% due to the amount of income earned in foreign jurisdictions where  the tax rate  may be lower than
the federal statutory rate, tax exempt  interest  income,  the limited deductibility of stock compensation
expense and other permanent items including reductions  of the liability for unrecognized tax benefits
and non-deductible in-process research  and  development.

Income from Discontinued Operations, Net of  Income Taxes

(in millions)

Year Ended

January 3,
2009

December 29,
2007

Change

Income from discontinued operations, net  of income taxes . . . . . . . .

$—

$165.1

$(165.1)

Revenues from our discontinued operations in  fiscal 2008 were zero,  as compared to $46.3 million

in fiscal 2007. Income from our discontinued operations in fiscal 2007  included  a gain on the sale of
our  Aero product lines of $224.9 million and a provision  for income  taxes of $62.2 million. We do not
expect to recognize any additional revenue from our discontinued operations. See Note 3, Discontinued
Operation, to the Consolidated Financial  Statements for additional information.

Business  Outlook

We  expect revenues in the first quarter of  fiscal  2010 to be in  the range of $120 to $125 million.

Furthermore, we expect our diluted earnings per share  to  be  in the range  of $0.33 to $0.38.

Liquidity and Capital Resources

Our principal sources of liquidity as of January  2, 2010  consisted of $410.2  million in cash,  cash

equivalents and short-term investments.  Our  short-term investments consist primarily of U.S.
government agency bonds and discount  notes, corporate bonds, municipal  bonds, U.S.  Treasury bills,
commercial paper, international government bonds  and auction-rate  securities purchased  through UBS
(‘‘UBS  auction-rate securities’’).

Our long-term investments consist of  non-UBS auction-rate  securities. Early in fiscal 2008, auctions
for many of our auction-rate securities  failed because  sell orders exceeded buy orders. As of  January 2,
2010, we held $51.3 million par value  auction-rate securities, all of which have experienced  failed
auctions. The securities had previously  been  valued using quoted prices  in active markets. When the
auctions began to fail, quoted prices for  the securities were  no  longer observable. As  such, we changed
our  fair value measurement methodology for  all  auction-rate securities  from quoted prices in active
markets to a cash flow model. The assumptions used in preparing the discounted  cash flow model
include estimates for interest rates, amount of  cash flows, expected  holding periods of the securities
and a discount to reflect our inability to liquidate  the securities.

The underlying assets of our auction-rate  securities consisted of student  loans and municipal
bonds, of which $47.3 million were guaranteed by the U.S. government and the remaining $4.0 million
were privately insured. As of January 2, 2010, $40.3  million of the auction-rate securities  had credit
ratings of AAA, $4.0 million had credit ratings  of AA and $7.0 million had a credit rating of  BBB.
These securities had contractual maturity dates ranging from 2025 to 2046 and  were yielding 0.46% to
2.79% per year at January 2, 2010. We  are receiving the underlying cash flows on  all  of our
auction-rate securities. The principal amounts  associated with  failed  auctions are not expected  to  be
accessible until a successful auction occurs, the issuer redeems the security,  a buyer  is found outside of
the auction process or the underlying  securities mature.  We are unable to predict if these funds will
become  available before their maturity dates.

40

In November 2008, we entered into an agreement with UBS AG, which  provides us certain rights
to sell to UBS the auction-rate securities which were purchased through them. As  of  January 2, 2010,
we held $24.0 million par value auction-rate securities  purchased from  UBS. We have the option to sell
these securities to UBS at par value  from June 30, 2010  through July 2, 2012. UBS, at  its discretion,
may purchase or sell these securities on our behalf at any  time provided we receive par  value for the
securities sold. The issuers of the auction-rate  securities continue to have the right to redeem the
securities at their discretion. The agreement allows for  the continuation of  the accrual and  payment of
interest due on the securities. The agreement  also provides  us with access to loans of up to 75% of the
market value  of the unredeemed securities  until June  30, 2010. These loans  would carry interest rates
which  would be consistent with the interest income  on the  related  auction-rate securities. As  of
January 2, 2010, we had no loans outstanding under  this agreement.

We  do not expect to need access to the capital represented by any of our auction-rate securities
prior to their maturities. We do not intend to sell, and we  believe that it  is not more  likely than not
that we will be required to sell, our non-UBS investments before their anticipated recovery  in market
value or final settlement at the underlying par value. See Note  5, Cash, Cash Equivalents  and
Investments, to the Consolidated Financial Statements  for additional information.

Net cash provided by operating activities  was  $120.9 million during fiscal 2009,  compared to net
cash provided of $119.7 million during  fiscal 2008. Operating  cash flows  during fiscal  2009 reflect our
net income of $73.1 million, adjustments  of  $66.2 million for depreciation,  amortization, deferred
income taxes and stock compensation,  and a net cash outflow of $18.4  million  due  to  changes in our
operating assets and liabilities.

Accounts receivable increased to $56.1 million at  January 2, 2010  from $36.1  million at January 3,

2009. The increase in accounts receivable resulted primarily from an increase in  revenues during the
three months ended January 2, 2010  compared  to  the three months ended January 3,  2009. Our
average days sales outstanding (DSO) increased to 40 days  at  January 2, 2010  from 33 days  at
January 3, 2009.

Inventory increased to $31.5 million  at January 2, 2010 from  $28.3 million at  January 3, 2009.  Our
inventory level is primarily impacted  by  our need  to  make purchase commitments to support  forecasted
demand and variations between forecasted and  actual demand.  Our average  days of inventory (DOI)
was 65 days at January 2, 2010 and January  3, 2009.

Net cash used in investing activities was $104.3 million during fiscal 2009, compared to net  cash

provided of $69.2 million during fiscal  2008. The  decrease was principally  due  to  an increase of
$238.2 million in net outflows for purchases  of investments and the receipt  of  $14.3 million previously
held in escrow in connection with the  sale of the Aero product lines during fiscal 2008, offset by a
payment of $78.5 million for the acquisition  of Integration Associates during fiscal 2008.

We  anticipate capital expenditures of approximately $12 to $16 million for  fiscal 2010. Additionally,

as part of our growth strategy, we expect to evaluate opportunities to invest  in or acquire  other
businesses, intellectual property or technologies  that would complement or expand our current
offerings, expand the breadth of our markets or  enhance  our technical  capabilities.

Net cash provided by financing activities was  $6.9 million  during fiscal 2009, compared to net cash

used of $281.0 million during fiscal 2008.  The increase was  principally due to a decrease  of
$266.0 million for repurchases of our  common stock and an  increase of $20.9  million from  proceeds
from the issuance of common stock. In October  2009, our Board of Directors authorized a program to
repurchase up to $150 million of our  common stock prior to  the  end of 2010.

41

Contractual Obligations

The following table summarizes our contractual obligations as of  January 2,  2010 (in thousands):

Total

2010

2011

2012

2013

2014

Thereafter

Payments due by period

Operating lease obligations(1) . . . . .
Purchase obligations(2) . . . . . . . . . .
Other long-term obligations(3) . . . .

$30,280
35,021
720

$ 7,642
34,705
—

$6,636
316
456

$6,474
—
—

$2,550
—
—

$1,307
—
—

$5,671
—
264

(1) Operating lease obligations include amounts  for leased facilities.

(2) Purchase obligations include contractual arrangements in  the form of purchase orders with

suppliers where there is a fixed non-cancelable payment schedule or  minimum payments due with
a reduced delivery schedule.

(3) We are unable to make a reasonably reliable estimate  as to when cash  settlement with  taxing

authorities may occur for our unrecognized tax benefits. Therefore, our  liability  for unrecognized
tax benefits is not included in the table above. See Note 16, Income Taxes, to the Consolidated
Financial Statements for additional information.

Our future capital requirements will depend on many  factors, including the rate of sales growth,

market acceptance of our products, the timing and extent of research  and  development projects,
potential acquisitions of companies or technologies  and the  expansion of our sales and marketing
activities. We believe our existing cash and investment balances are sufficient  to  meet our  capital
requirements through at least the next  12  months, although  we could be required, or could elect, to
seek additional funding prior to that  time. We may enter into acquisitions or  strategic arrangements  in
the future which also could require us  to  seek additional  equity or debt financing.

Off-Balance Sheet Arrangements

In March 2006, we entered into an operating lease  agreement and  a related participation
agreement for a facility at 400 W. Cesar  Chavez (‘‘400 WCC’’) in Austin, Texas for  our  corporate
headquarters. The lease has a term of seven years. The base rent for the  term of the lease  is an
amount equal to the interest accruing on  $44.3 million at 110  basis points  over the three-month LIBOR
(which would be approximately $1.9 million over  the remaining term assuming  LIBOR averages 0.25%
during such term).

In March 2008, we entered into an operating lease  agreement and  a related participation

agreement for a facility at 200 W. Cesar  Chavez (‘‘200 WCC’’) in Austin, Texas for  the expansion  of our
corporate headquarters. The lease has a term of five years. The base rent for the term  of the lease is
an amount equal to the interest accruing on $50.1 million  at  155 basis points over the three-month
LIBOR (which would be approximately  $2.9 million over the  remaining  term assuming  LIBOR
averages 0.25% during such term).

We  have granted certain rights and remedies to the lessors in the  event of certain defaults,
including the right to terminate the leases, to bring suit to collect damages, and to compel us  to
purchase the facilities. The leases contain other customary  representations,  warranties,  obligations,
conditions, indemnification provisions and  termination provisions, including covenants that we shall
maintain unencumbered cash and highly-rated short-term  investments  of at  least $75 million. If our
unencumbered cash and highly-rated  short-term investments are less than $150 million, we  must  also
maintain a ratio of funded debt to earnings before interest expense, income taxes, depreciation,
amortization, lease expense and other  non-cash charges (EBITDAR) over the four  prior fiscal quarters

42

of no greater than 2 to 1. As of January  2, 2010, we  believe we were  in compliance  with all covenants
of the leases.

During  the terms of the leases, we have on-going options  to purchase the buildings  for purchase
prices of approximately $44.3 million for  400  WCC and $50.1  million for 200 WCC. Alternatively,  we
can cause each such property to be sold  to third parties provided we  are not in  default under that
property’s lease. We are contingently  liable on a first dollar  loss basis for up to $35.3 million  to  the
extent that the 400 WCC sale proceeds  are less than  the $44.3 million purchase option and  up to
$40.0 million to the extent that the 200  WCC sale proceeds are less than the  $50.1 million purchase
option.

We  determined that the fair value associated with the guaranteed residual values was $1.0 million

for 400 WCC and $1.2 million for 200  WCC, as  of the inception  of the leases. These amounts were
recorded  in ‘‘Other assets, net’’ and ‘‘Long-term obligations and other liabilities’’ in the  Consolidated
Balance Sheets and are being amortized  over the term  of  the leases.

We  are required to periodically evaluate the expected fair  value of each  facility  at the end of the
lease terms. If we determine that it is estimable and probable that the expected fair values will be less
than $44.3 million for 400 WCC and  $50.1  million for 200  WCC, we will ratably  accrue the  loss up to a
maximum of approximately $35.3 million and $40.0  million, respectively, over the  remaining lease  terms
as additional rent expense. As of January 2,  2010, we  do not believe that  a  loss contingency accrual is
required for either property. However,  a  prolonged economic downturn could increase  the likelihood of
such a loss accrual.

In connection with our headquarters leases, during fiscal  2008  we  entered into interest rate  swap

agreements as a hedge against the variable  rent under the leases. Under  the terms of the  swap
agreements, we have effectively converted  the variable rents to fixed rents through March  2011 for 400
WCC and March 2013 for 200 WCC.  See Note 6, Derivative Financial Instruments, to the Consolidated
Financial Statements for additional information.

Critical Accounting Policies and Estimates

The preparation of financial statements  and  accompanying notes in conformity with  U.S. generally

accepted accounting principles requires that  we make estimates and assumptions that affect the
amounts reported. Changes in facts and  circumstances  could have a significant  impact  on the  resulting
estimated amounts included in the financial statements. We  believe the following critical accounting
policies affect our more complex judgments and estimates. We also have other policies that we  consider
to be key accounting policies, such as our  policies for  revenue recognition, including the deferral  of
revenues and cost of revenues on sales to distributors; however, these  policies do not meet  the
definition of critical accounting estimates  because they  do not generally require us to make estimates or
judgments that are difficult or subjective.

Inventory valuation—We assess the recoverability of  inventories through the  application  of  a set of
methods, assumptions and estimates. In  determining  net realizable value,  we  write down inventory that
may be slow moving or have some form  of obsolescence, including inventory that has  aged more than
12 months. We also adjust the valuation of inventory when  its standard cost exceeds the  estimated
market value. We assess the potential for  any unusual customer  returns based  on known quality or
business issues and write-off inventory losses for scrap or non-saleable material.  Inventory not
otherwise identified to be written down is compared to an  assessment of our 12-month forecasted
demand. The result of this methodology is compared  against  the  product life  cycle  and competitive
situations in the marketplace to determine the  appropriateness of the resulting inventory  levels.
Demand  for our products may fluctuate significantly over time, and actual demand and market
conditions may be more or less favorable  than those that we  project. In  the event that actual demand is

43

lower or market conditions are worse  than  originally projected, additional  inventory  write-downs  may
be required.

Stock compensation—We recognize the fair-value of stock-based compensation transactions  in the

Consolidated Statement of Income. The fair  value of  our  stock-based awards  is estimated at the date of
grant using the Black-Scholes option  pricing model. The Black-Scholes  valuation  calculation  requires us
to estimate key assumptions such as future  stock price volatility, expected terms, risk-free rates and
dividend yield. Expected stock price  volatility is based  on implied  volatility  from traded  options on our
stock in the marketplace and historical volatility of  our  stock. The expected term of options granted is
derived from an analysis of historical  exercises and remaining  contractual  life of stock options, and
represents the period of time that options  granted are expected to be outstanding. The risk-free  rate is
based on the U.S. Treasury yield curve  in  effect at  the time of  grant. We have never paid cash
dividends, and do not currently intend to pay cash dividends, and thus have  assumed a 0% dividend
yield. In addition, we are required to estimate  the expected forfeiture  rate of  our stock  grants and  only
recognize the expense for those shares  expected to vest.  If our  actual  experience differs significantly
from the assumptions used to compute  our stock-based compensation cost, or if different assumptions
had been used, we may have recorded too much or  too little  stock-based compensation cost. See
Note 13, Stock-Based Compensation,  to  the Consolidated Financial Statements for  additional
information.

Investments in auction-rate securities—We determine the fair value of  our  investments in
auction-rate securities using a discounted cash flow model. The assumptions used in preparing the
discounted cash flow model include estimates for interest rates, amount of cash flows, expected  holding
periods of the securities and a discount  to reflect our inability  to  liquidate  the securities. For
available-for-sale auction-rate securities, if the  calculated value is  below the carrying amount of the
securities, we then determine if the decline in value  is other-than-temporary. We  consider various
factors in determining whether an impairment is other-than-temporary, including the severity  and
duration of the impairment, changes in underlying credit  ratings, forecasted recovery, our intent to sell
or the likelihood that we would be required to sell the investment  before  its anticipated recovery in
market value  and the probability that  the scheduled  cash payments  will continue to be made. When we
conclude that an other-than-temporary  impairment has occurred, we assess whether we intend to sell
the security or if it is more likely than not that we  will  be  required to sell the security  before  recovery.
If either of these two conditions is met, we  recognize a charge in  earnings equal to the  entire
difference between the security’s amortized cost basis and its fair value.  If we do not intend to sell  a
security or it is not more likely than  not  that we will be required to sell  the security before recovery,
the unrealized loss is separated into an  amount representing the  credit loss, which  is recognized in
earnings, and the amount related to  all  other factors, which is  recorded in  accumulated other
comprehensive loss.

Impairment of goodwill and other long-lived assets—We review  long-lived assets which are  held and

used, including fixed assets and purchased intangible assets,  for  impairment  whenever changes  in
circumstances indicate that the carrying amount of the assets  may  not be recoverable. Such evaluations
compare the carrying amount of an asset to future undiscounted net  cash flows expected to be
generated by  the asset over its expected useful life and are significantly impacted  by  estimates of future
prices and volumes for our products,  capital needs, economic  trends and  other factors  which are
inherently difficult to forecast. If the  asset is considered to be impaired, we record  an impairment
charge  equal to the amount by which  the carrying value of  the  asset exceeds its fair value determined
by either a quoted market price, if any, or a  value determined by  utilizing a  discounted cash flow
technique.

We  test our goodwill for impairment  annually as of the  first day of our fourth fiscal quarter and in

interim periods if certain events occur  indicating that the carrying  value  of  goodwill  may be impaired.

44

The goodwill impairment test is a two-step process. The first  step of the  impairment analysis  compares
our  fair value to our net book value.  In  determining fair  value,  the  accounting guidance allows for the
use of several valuation methodologies, although  it states quoted market prices are the  best evidence of
fair value. If the fair value is less than  the net  book value, the  second step of  the analysis  compares  the
implied fair value of our goodwill to  its carrying amount. If  the carrying  amount  of goodwill  exceeds  its
implied fair value, we recognize an impairment  loss equal to that excess amount.

Income taxes—We are required to estimate income taxes in each of the jurisdictions in which we

operate. This process involves estimating  the actual current tax  liability  together with assessing
temporary differences in recognition  of income (loss) for  tax  and  accounting  purposes. These
differences result in deferred tax assets  and  liabilities, which are included  in our Consolidated Balance
Sheet. We then assess the likelihood that the  deferred tax assets  will be recovered from  future taxable
income and, to the extent we believe  that recovery  is not likely,  we  establish  a valuation  allowance
against the deferred tax asset.

We  recognize liabilities for uncertain  tax positions based on a two-step process. The first step
requires us to determine if the weight of  available evidence indicates that the tax position has met the
threshold for recognition; therefore, we  must evaluate whether  it is  more likely  than not that the
position will be sustained on audit, including resolution of any related  appeals or  litigation  processes.
The second step requires us to measure the  tax  benefit of the tax position taken, or expected to be
taken, in an income tax return as the  largest amount that is more  than 50%  likely of  being  realized
upon ultimate settlement. This measurement  step is  inherently complex and requires subjective
estimations of such amounts to determine the probability  of  various  possible outcomes. We re-evaluate
the uncertain tax positions each quarter based on factors  including, but not limited to, changes in  facts
or circumstances, changes in tax law,  expirations  of  statutes  of  limitation, effectively  settled issues under
audit, and new audit activity. Such a  change in  recognition  or  measurement would  result in  the
recognition of a tax benefit or an additional charge  to  the tax provision in  the period.

Although we believe the measurement of our liabilities for uncertain tax positions is reasonable,  no

assurance can be given that the final outcome of these matters  will not be different than what is
reflected in the historical income tax  provisions and  accruals. If additional taxes are assessed as a  result
of an audit or litigation, it could have  a material effect on our  income  tax  provision and net income in
the period or periods for which that determination is  made. We operate within multiple  taxing
jurisdictions and are subject to audit in  these  jurisdictions.  These audits can involve complex issues
which  may require an extended period of time to resolve and  could result in additional assessments  of
income tax. We believe adequate provisions  for income taxes have been  made for all periods.

Recent  Accounting Pronouncements

In April 2009, the FASB issued the following:

(cid:127) FASB ASC 820-10-65, formerly FASB Staff Position (FSP) FAS  No. 157-4, Determining Fair Value
When the Volume and Level of Activity for the Asset or Liability  Have  Significantly  Decreased and
Identifying Transactions That Are Not Orderly, provides additional guidance for estimating fair
value when the volume and level of activity for the asset or liability have significantly decreased.
This ASC also includes guidance on identifying  circumstances that  indicate a transaction is not
orderly.

(cid:127) FASB ASC 320-10-65, formerly FSP  No. FAS 115-2 and FAS 124-2, Recognition and Presentation
of Other-Than-Temporary Impairments,  amends the  other-than-temporary impairment  guidance  in
U.S. GAAP for debt securities to make  the guidance more operational and to improve the
presentation and disclosure of other-than-temporary impairments on debt and equity securities
in the financial statements.

45

(cid:127) FASB ASC 825-10-65, formerly FSP  No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair
Value of Financial Instruments, requires disclosures about fair value  of  financial  instruments for
interim reporting periods of publicly  traded companies as well as in annual financial statements.

These ASCs are effective for reporting periods ending after June  15, 2009 and were adopted by us
on April 5, 2009. The adoption of the ASCs  did not have a material  impact on our financial statements.

In June 2008, the FASB issued FASB  ASC 260-10-45,  formerly FSP Emerging Issues  Task Force

(EITF) 03-6-1, Determining Whether Instruments  Granted  in  Share-Based Payment Transactions Are
Participating Securities. ASC 260-10-45  provides that unvested share-based payment  awards that contain
nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating
securities and shall be included in the computation of earnings per share pursuant to the  two-class
method described  in FASB ASC 260, Earnings per Share. ASC 260-10-45 is  effective for financial
statements issued for fiscal years beginning after December 15,  2008 and interim periods within  those
years on a retrospective basis. We adopted ASC 260-10-45 at the beginning of fiscal 2009. The adoption
did not have a material impact on our financial  statements.

Item 7A. Quantitative and Qualitative Disclosures about Market  Risk

Interest Income

Our investment portfolio includes cash, cash  equivalents, short-term  investments and long-term

investments. Our main investment objectives are the  preservation of investment  capital and  the
maximization of after-tax returns on our investment portfolio. Our interest income is sensitive to
changes in the general level of U.S. interest rates. Based on  our investment portfolio holdings as of
January 3, 2009, an immediate 100 basis  point decline  in the yield for  such instruments would decrease
our  annual interest income by approximately $3.3 million. Our investment portfolio holdings as of
January 2, 2010 yielded less than 100 basis points. A decline in yield to zero basis points  on our
investment portfolio holdings as of January 2,  2010 would decrease our  annual interest income by
approximately $2.6 million. We believe  that our investment policy is conservative, both  in the duration
of our investments and the credit quality  of  the investments we hold.

Headquarters Lease Rent

We  are exposed to interest rate fluctuations  in the normal  course of our business,  including
through our corporate headquarters leases. The base rents  for these leases are calculated using  a
variable interest rate based on the three-month LIBOR. We have entered  into  interest rate swap
agreements with notional values of $44.3  million and $50.1 million and,  effectively, fixed the  rent
payment amounts on these leases through  March 2011 and March  2013, respectively. The fair value of
the interest rate swap agreements at  January  2, 2010  was  a $4.5  million obligation.

Investments in Auction-rate Securities

Beginning in fiscal 2008, auctions for many of our  auction-rate securities failed because  sell orders
exceeded  buy orders. As of January 2,  2010, we  held  $51.3 million par  value auction-rate securities, all
of which have experienced failed auctions. The principal amounts associated  with failed  auctions  are
not expected to be accessible until a  successful  auction  occurs, the  issuer  redeems the  securities, a
buyer is found outside of the auction  process or the  underlying  securities  mature. We  are unable to
predict if these funds will become available before their maturity dates. Additionally, if we determine
that an other-than-temporary decline in  the fair value of any  of our available-for-sale auction-rate
securities has occurred, we may be required  to  adjust the  carrying value of the investments  through an
impairment charge. In November 2008,  we entered  into  an agreement with UBS,  which provides  us
certain rights to sell to UBS the auction-rate securities which were purchased through them. As of
January 2, 2010, we held $24.0 million par value auction-rate securities  purchased from  UBS. We have

46

the option to sell these securities to UBS  at par  value  from  June 30, 2010  through July  2, 2012. See
Note 5, Cash, Cash Equivalents and Investments, to the  Consolidated  Financial Statements  for
additional information.

Item 8. Financial Statements and Supplementary Data

The Financial Statements and supplementary data required by this  item  are included  in Part IV,

Item 15 of this Form 10-K and are presented beginning on page F-1.

Item 9. Changes in and Disagreements with  Accountants on Accounting  and Financial Disclosure

None.

Item 9A. 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 January 2, 2010 to provide reasonable  assurance 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. Such disclosure controls and
procedures include controls and procedures  designed to ensure that information required  to  be
disclosed is accumulated and communicated to our management, including  our CEO and CFO, to
allow timely decisions regarding required  disclosures.  There  was no  change in our internal controls
during the fiscal quarter ended January 2,  2010 that  materially affected, or is  reasonably  likely to
materially affect, our internal controls over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal  control over
financial reporting. Our internal control  system was designed to provide reasonable assurance to our
management and Board of Directors  regarding the preparation and fair presentation  of published
financial statements.

Our management assessed the effectiveness of our internal control  over financial  reporting as of

January 2, 2010. In making this assessment, it used the criteria  set  forth by the Committee of
Sponsoring Organizations of the Treadway Commission  (COSO)  in Internal Control—Integrated
Framework. Based on our assessment  we  concluded that, as  of  January 2,  2010,  our  internal control
over financial reporting is effective based  on those  criteria.

Our independent registered public accounting firm, Ernst & Young LLP, issued an  attestation

report on our internal control over financial reporting. This report appears on page  F-1.

Item 9B. Other Information

None.

47

Part III

Certain information required by Part III is omitted  from this report because we  intend to file  a
definitive Proxy Statement pursuant to Regulation 14A (the ‘‘Proxy Statement’’) no later than 120 days
after the end of the fiscal year covered  by  this  report, and certain information to be included therein is
incorporated herein by reference.

Item 10. Directors, Executive Officers  and  Corporate Governance

Set forth below is information regarding  the executive  officers and directors of Silicon Laboratories

as of  January 31, 2010.

Name

Age

Position

Navdeep S. Sooch . . . . . . . . . . . . . . .
Necip Sayiner . . . . . . . . . . . . . . . . . .
William G. Bock . . . . . . . . . . . . . . . .
Jonathan D. Ivester . . . . . . . . . . . . .
Kurt W. Hoff . . . . . . . . . . . . . . . . . .
Paul V. Walsh, Jr. . . . . . . . . . . . . . . .
David R. Welland . . . . . . . . . . . . . . .
Harvey B. Cash . . . . . . . . . . . . . . . .
Nelson C. Chan . . . . . . . . . . . . . . . .
R. Ted Enloe III . . . . . . . . . . . . . . . .
Kristen M. Onken . . . . . . . . . . . . . . .
Laurence G. Walker . . . . . . . . . . . . .
William P. Wood . . . . . . . . . . . . . . . .

Senior Vice President of Worldwide Operations

47 Chairman of the Board
44 Chief Executive Officer, President and Director
59 Chief Financial Officer and Senior Vice President
54
52 Vice President of Worldwide Sales
45 Chief Accounting Officer and Vice President of Finance
54 Vice President and Director
71 Director
48 Director
71 Director
60 Director
61 Director
54 Director

Navdeep S. Sooch co-founded Silicon Laboratories in August 1996 and has served as  Chairman of

the Board since our inception. Mr. Sooch  served as  our  Chief Executive Officer from our inception
through the end of fiscal 2003 and served as  interim Chief Executive Officer  from April 2005  to
September 2005. From March 1985 until founding Silicon  Laboratories, Mr. Sooch  held various
positions at Crystal Semiconductor/Cirrus  Logic, a  designer and  manufacturer of integrated circuits,
including Vice President of Engineering,  as well as Product Planning Manager of Strategic Marketing
and Design Engineer. From May 1982 to March 1985, Mr. Sooch was  a  Design Engineer with AT&T
Bell Labs. Mr. Sooch holds a B.S. in  Electrical Engineering from the University  of Michigan, Dearborn
and an M.S. in Electrical Engineering from  Stanford University. Mr. Sooch’s prior experience as  our
Chief Executive Officer as well as a semiconductor designer provides him with  extensive  insight  into
our  operations and qualifies him to serve as Chairman of the  Company’s Board  of  Directors.

Necip Sayiner has served as director, President and Chief Executive  Officer since September 2005.

Prior to joining Silicon Laboratories,  Mr.  Sayiner held various  leadership positions at Agere
Systems Inc. From August 2004 to September 2005, Mr. Sayiner served  as Vice President and General
Manager of Agere’s Enterprise and Networking  Division and from March 2002 to August 2004  he
served as Vice President and General  Manager  of  Agere’s Networking IC Division.  Mr.  Sayiner holds a
B.S. in electrical engineering and physics from Bosphorus  University in Turkey,  an M.S.  in Electrical
Engineering from Southern Illinois University, and a Ph.D.  in Electrical Engineering from the
University of Pennsylvania. Mr. Sayiner’s  experience  and understanding of our business gained through
his role as our President and Chief Executive Officer  qualifies  him to serve as a member  of  our  Board
of Directors.

William G. Bock has served as Senior Vice President of Finance  and  Administration and Chief
Financial Officer since November 2006.  Mr.  Bock joined  Silicon Laboratories as a director  in March
2000, and served as Chairman of the audit committee until November  2006 when he stepped down

48

from the Board of Directors to assume  his current role. From  April 2001  to  November 2006, Mr. Bock
participated in the venture capital industry, principally as a partner  with CenterPoint Ventures. From
February 1997 to March 2001, Mr. Bock  led  DAZEL  Corporation, a provider  of  electronic information
delivery systems, initially as its President  and Chief Executive Officer and subsequent to its  acquisition
by Hewlett-Packard in June 1999 as an  HP Vice President and General  Manager. Prior to 1997,
Mr. Bock served as Chief Operating  Officer of Tivoli  Systems, a  client server software  company
acquired by IBM in March 1996, in senior  sales  and financial management positions with  Convex
Computer Corporation and began his  career with Texas  Instruments. Mr.  Bock holds a  B.S. in
Computer Science from Iowa State University  and an  M.S.  in Industrial Administration from  Carnegie
Mellon University.

Jonathan D. Ivester joined Silicon Laboratories in September 1997  as Vice President. He served as

Vice President of Worldwide Operations  since May 2005. Mr. Ivester  was promoted to Senior Vice
President of Worldwide Operations in  June  2008. From May 1984 to September  1997, Mr. Ivester was
with Applied  Materials, a supplier of  equipment and services to the semiconductor industry, and  served
as Director of Manufacturing and Director  of  U.S. Procurement in addition to various engineering and
manufacturing  management  positions.  Mr.  Ivester  was  a  scientist  at  Bechtel  Corporation,  an
engineering and construction company, from 1980 to 1982 and at  Abcor,  Inc., an ultrafiltration
company and subsidiary of Koch Industries, from 1978 to 1980.  Mr. Ivester holds a  B.S. in Chemistry
from the Massachusetts Institute of Technology and  an M.B.A. from Stanford University.

Kurt W. Hoff has served as Vice President of Worldwide Sales  for Silicon Laboratories since July
2007. From 2005 until July 2007, he managed the company’s European sales and operations. Prior to
joining Silicon Laboratories in 2005,  Mr. Hoff served  as president, chief executive officer and director
of Cognio, a spectrum management company. Mr.  Hoff  also managed  the operations and  sales of
C-Port Corporation, a network processor company acquired by Motorola in May  2000. Additionally,
Mr. Hoff spent 10 years in various sales positions at AMD. Mr. Hoff  holds  an M.B.A. from the
University of Chicago and a B.S. in Physics  from the University of Illinois.

Paul V. Walsh, Jr. joined Silicon Laboratories  in January 2004 as Director  of Finance, Worldwide
Operations, and was appointed Corporate  Controller in May 2005. In November 2006, Mr. Walsh was
promoted to Vice President and Chief  Accounting Officer. In January 2009, Mr. Walsh was appointed
to the Board of Directors of Grande  Communications Holdings, Inc., a provider of cable, internet and
phone services, where he also serves  as the Chairman of the Audit Committee and as  a member of the
Finance Committee. Prior to joining  Silicon Laboratories, Mr. Walsh was Site Controller from  February
2003 to January 2004 with PerkinElmer,  a supplier to the  health sciences  and photonics markets. From
1992 to 2003, Mr. Walsh held various operational, finance and management roles at  Teradyne and
Analog Devices. Mr. Walsh received  his  B.S. in  Mechanical Engineering from  the University  of Maine,
and an M.B.A from Boston University.

David R. Welland co-founded Silicon  Laboratories in August 1996, has served as a Vice President
and director since our inception and was appointed Fellow in March  2004. From November 1991 until
founding Silicon Laboratories, Mr. Welland  held various  positions  at Crystal Semiconductor/Cirrus
Logic, a designer and manufacturer of  integrated  circuits, including Senior Design  Engineer.
Mr. Welland holds a B.S. in Electrical  Engineering from  the Massachusetts Institute of Technology.
Mr. Welland’s years of experience as a  semiconductor designer provide him  with extensive insight into
our  operations and qualifies him to serve as a  member  of  our  Board of Directors.

Harvey B. Cash has served as a director of Silicon Laboratories since  June  1997. Mr. Cash has
served as general partner of InterWest Partners,  a venture capital firm, since 1986.  Mr.  Cash  currently
serves on the Board of Directors of the following public companies: Ciena Corporation, a designer  and
manufacturer of dense wavelength division multiplexing systems  for fiber optic networks; Argo Group
International Holdings, Ltd., a specialty insurance company; and  First Acceptance Corp,  a provider  of

49

low-cost auto insurance. Mr. Cash holds a  B.S. in Electrical Engineering from Texas A&M University
and an M.B.A. from Western Michigan University. Mr. Cash’s independence and experience as a
director of various public companies  as  well as his prior operational experience as an  executive qualifies
him to serve as a member of our Board  of Directors.

Nelson C. Chan has served as a director of Silicon Laboratories since  September 2007. Mr. Chan
is an independent consultant in the semiconductor and  consumer electronics  industry.  From December
2006 through July 2009, Mr. Chan served  as president and chief executive officer of Magellan,  a
leading maker of GPS devices for consumer and professional applications. He also serves  on the board
of directors of Synaptics Incorporated, a provider of  user interface solutions for mobile electronic
appliances. From 1992 through 2006,  Mr. Chan served in  various senior management  positions  with
SanDisk Corporation, including most  recently  as Executive Vice President and General Manager of the
Consumer Business. From 1983 to 1992,  Mr. Chan held various marketing and  engineering positions at
Chips and Technologies, Signetics, and  Delco Electronics. Mr. Chan holds a  B.S. in Electrical and
Computer Engineering from the University  of  California at  Santa Barbara, and an M.B.A.  from Santa
Clara University. Mr. Chan’s independence and  prior experience as  an executive officer and  current
experience as a consultant with companies in the semiconductor and  consumer electronics  industry
qualifies him to serve as a member of  our Board  of  Directors.

R. Ted Enloe III has served as a director of Silicon  Laboratories since April 2003. Mr. Enloe is
currently the Managing General Partner  of  Balquita Partners,  Ltd., a family investment firm. Previously,
Mr. Enloe served as President and Chief Executive Officer of Optisoft, Inc.,  a provider of intelligent
traffic signal platforms. Mr. Enloe formerly  served as Vice Chairman and member of the office of chief
executive of Compaq Computer Corporation.  He  also served  as President of Lomas Financial
Corporation and Libert´e Investors for more than 15 years. Mr. Enloe  co-founded a number of other
publicly held firms, including Capstead  Mortgage Corp., Tyler Cabot Mortgage Securities Corp., and
Seaman’s Corp. Mr. Enloe currently serves on the Board of Directors of Leggett & Platt,  Inc. and  Live
Nation,  Inc. Mr. Enloe holds a B.S. in  Engineering from Louisiana Polytechnic  University and a J.D.
from Southern Methodist University. Mr. Enloe’s combination of independence, qualification as an
audit committee financial expert and his experience, including past  experience as an executive officer
and current and past experience as a  director of  various public companies, qualifies him to serve as a
member of our Board of Directors.

Kristen M. Onken has served as a director of  Silicon Laboratories since September  2007.

Ms. Onken retired from Logitech in  May  2006, a maker of electronics peripherals, where she served as
Senior Vice President, Finance, and  Chief Financial Officer from February 1999 to May 2006.  From
September 1996 to February 1999, Ms.  Onken served as Vice President of Finance at Fujitsu PC
Corporation, the U.S. subsidiary of the  Japanese electronics manufacturer. From 1991 to September
1996, Ms. Onken was employed by Sun  Microsystems  initially as Controller of the Southwest  Area, and
later as Director of Finance, Sun Professional Services.  Ms. Onken served on the Board of Directors as
well as the Audit Committee of Biosensors International Group Ltd, a  Singapore Company, from
August 2006 to July 2008. Ms. Onken  holds a B.S. from Southern Illinois University,  and an  M.B.A. in
Finance from the University of Chicago.  Ms.  Onken’s independence, prior experience as the Chief
Financial Officer of Logitech and her finance  and  Audit  Committee roles with other technology
companies qualifies her to serve as a member  of  our Board of Directors.

Laurence G. Walker has served as a  director of Silicon Laboratories since June 2003. Previously,
Mr. Walker co-founded and served as  Chief Executive  Officer of C-Port Corporation, a pioneer in the
network processor industry, which was acquired  by Motorola in 2000.  Following the acquisition,
Mr. Walker served as Vice President  of Strategy  for Motorola’s Network  and Computing Systems
Group and then as Vice President and  General  Manager of the  Network  and Computing Systems
Group until 2002. From August 1996 to May  1997,  Mr. Walker  served as Chief Executive Officer of
CertCo, a digital certification supplier. Mr.  Walker served as Vice President and General Manager,

50

Network Products Business Unit, of  Digital Equipment Corporation,  a computer hardware company,
from January 1994 to July 1996. From 1981 to 1994, he  held a variety of other management positions
at Digital Equipment Corporation. Mr.  Walker holds a  B.S. in Electrical Engineering from  Princeton
University and an M.S. and Ph.D. in Electrical Engineering from the Massachusetts Institute  of
Technology. Mr. Walker’s combination of  independence and his experience,  including past  experience as
an executive officer, qualifies him to  serve as a member of  our Board of Directors.

William P. Wood has served as a director  of  Silicon Laboratories since March 1997 and as  Lead

Director since December 2005. Since 1996,  Mr. Wood has  also served as  general partner of various
funds  associated with Silverton Partners, a venture capital  firm. From  1984 to 2003, Mr. Wood was a
general partner, and for certain funds created since 1996, a special limited partner, of various  funds
associated with Austin Ventures, a venture capital firm. Mr. Wood holds a B.A. in History from  Brown
University and an M.B.A. from Harvard  University. Mr. Wood’s combination  of independence and his
experience, including past experience  as an investor in numerous semiconductor and  technology
companies, qualifies him to serve as a  member of  our Board of Directors.

The remaining information required by this Item is incorporated by reference to the Proxy

Statement under the sections captioned  ‘‘Proposal One: Election of Directors’’, ‘‘Executive
Compensation’’, ‘‘Section 16(a) Beneficial Ownership  Reporting Compliance’’  and ‘‘Code of  Ethics.’’

Item 11. Executive Compensation

The information under the caption ‘‘Executive Compensation’’ and  ‘‘Proposal One: Election of

Directors’’ appearing in the Proxy Statement, is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management  and Related Stockholder

Matters

The information under the caption ‘‘Ownership of  Securities’’ and ‘‘Equity Compensation Plan

Information’’ appearing in the Proxy Statement is incorporated herein by  reference.

Item 13. Certain Relationships and Related  Transactions, and Director Independence

The information under the caption ‘‘Certain Relationships and Related Transactions, and Director

Independence’’ appearing in the Proxy Statement is incorporated herein by reference.

Item 14. Principal Accounting Fees and  Services

The information under the caption ‘‘Proposal Two: Ratification of Appointment of  Independent

Registered Public Accounting Firm’’  appearing  in the Proxy Statement is  incorporated herein by
reference.

51

Item 15. Exhibits and Financial Statement Schedules

(a) 1.

Financial Statements

Part IV

Index

Report of independent registered public  accounting firm . . . . . . . . . . . . . . . . .
Report of independent registered public accounting  firm . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets at January 2, 2010 and January 3, 2009 . . . . . . . .
Consolidated Statements of Income for  the fiscal years ended  January 2,  2010,
January 3, 2009 and December 29, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Statements of Changes  in  Stockholders’ Equity for the fiscal

Page

F-1
F-2
F-3

F-4

years ended January 2, 2010, January 3,  2009  and December  29, 2007 . . . . .

F-5

Consolidated Statements of Cash Flows  for  the fiscal years ended January 2,

2010, January 3, 2009 and December  29, 2007 . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . .

F-6
F-7

2.

Schedules

All schedules have been omitted since  the information required  by the schedule  is not
applicable, or is not present in amounts  sufficient to require submission  of  the schedule, or
because the information required is included in  the Consolidated Financial Statements and
notes thereto.

3. Exhibits

The exhibits listed on the accompanying  index to exhibits  immediately following the
Consolidated Financial Statements are filed as part of, or  hereby incorporated by reference
into, this Form 10-K.

(b) Exhibits

Exhibit
Number

2.1*

3.1*

3.2*

4.1*

10.1*

Agreement and Plan of Reorganization, dated June 24, 2008,  by  and among Silicon
Laboratories Inc., Irving Merger Sub, Inc., Integration Associates  Incorporated and
Shareholder Representative Services, LLC  (filed as Exhibit 2.1 to the  Form  8-K filed
June 25, 2008).

Form of Fourth Amended and Restated Certificate of Incorporation of  Silicon
Laboratories Inc. (filed as Exhibit 3.1 to the  Registrant’s  Registration Statement  on
Form S-1 (Securities and Exchange Commission File No. 333-94853) (the ‘‘IPO Registration
Statement’’)).

Second Amended and Restated Bylaws of Silicon  Laboratories Inc (filed  as Exhibit 3.2 to
the Registrant’s Annual Report on Form 10-K for the fiscal year ended January  3, 2004).

Specimen certificate for shares of common stock (filed  as Exhibit 4.1  to  the IPO
Registration Statement).

Form of Indemnification Agreement between  Silicon Laboratories Inc.  and each of  its
directors and executive officers (filed as Exhibit 10.1 to the IPO Registration  Statement).

52

Exhibit
Number

10.2*+

10.3*+

10.4*+

10.5*+

10.6*+

10.7*+

10.8*+

10.9*+

10.10*

10.11*

10.12*

10.13*

Silicon Laboratories Inc. 2000  Stock  Incentive  Plan  (filed as Exhibit  99.1 to the Registrant’s
Registration Statement on Form S-8 (Securities and Exchange  Commission File
No. 333-60794) filed on May 11, 2001).

Form of Stock Option Agreement  and Notice of  Grant of Stock  Option under Registrant’s
2000 Stock Incentive Plan (filed as Exhibit 10.3 to the  Registrant’s Annual Report on
Form 10-K for the year ended January  1, 2005).

Form of Addendum to Stock  Option Agreement under Registrant’s  2000 Stock  Incentive
Plan (filed as Exhibit 10.4 to the Registrant’s Annual Report on Form  10-K  for the  year
ended January 1, 2005).

Form of Stock Issuance Agreement  under Registrant’s 2000  Stock Incentive Plan (filed as
Exhibit 10.5 to the Registrant’s Annual Report on Form  10-K for the year ended  January 1,
2005).

Form of Addendum to Stock  Issuance  Agreement under Registrant’s  2000 Stock Incentive
Plan (filed as Exhibit 10.6 to the Registrant’s Annual Report on Form  10-K  for the  year
ended January 1, 2005).

Silicon Laboratories Inc. Employee  Stock Purchase Plan (filed as Exhibit 10.7  to  the
Registrant’s Annual Report on Form  10-K for the year ended December 31, 2005).

Employment Agreement dated August  30, 2005 between  Silicon Laboratories Inc. and
Dr. Necip Sayiner (filed as Exhibit 10.1 to the Form 8-K  filed September 12,  2005).

Employment Agreement dated November  3, 2006 between  Silicon Laboratories Inc. and
William Bock (filed as Exhibit 10.1 to the  Form 8-K filed  November 8, 2006).

Lease, Deed of Trust and Security Agreement dated March  30, 2006 among Silicon
Laboratories Inc., BAL Investment &  Advisory, Inc.  and Gary  S. Farmer  (filed as
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 5, 2006).

Participation Agreement dated  March 30, 2006 among Silicon  Laboratories  Inc., BAL
Investment & Advisory, Inc., Wells Fargo Bank Northwest, National  Association and various
other financial institutions named therein (filed as Exhibit 10.2 to the Registrant’s Current
Report on Form 8-K filed on April 5, 2006).

Sale and Purchase Agreement dated February  8, 2007 by and between NXP B.V., NXP
Semiconductors France SAS, Silicon  Laboratories Inc.  and  Silicon Laboratories  International
Pte. Ltd. (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K  filed on
February 9, 2007).

Intellectual Property License Agreement dated as  of March  23, 2007, by and among Silicon
Laboratories Inc., Silicon Laboratories International Pte. Ltd., NXP  B.V. and  NXP
Semiconductors France SAS (filed as Exhibit 10.1 to the  Registrant’s  Current  Report on
Form 8-K filed on March 29, 2007).

10.14*+ Amendment to Stock Options Agreement between Silicon Laboratories Inc. and William G.

Bock dated July 19, 2007 (filed as Exhibit 10.1 to the  Registrant’s Current Report on
Form 8-K filed on July 20, 2007).

10.15*

Lease, Deed of Trust and Security Agreement dated March  14, 2008 among Silicon
Laboratories Inc., BA Leasing BSC, LLC and  Gary S. Farmer (filed  as Exhibit 10.1 to the
Registrant’s Current Report on Form  8-K filed  on March  19,  2008).

53

Exhibit
Number

10.16*

Participation Agreement dated  March 14, 2008 among Silicon  Laboratories  Inc., BA Leasing
BSC, LLC, Wells Fargo Bank Northwest, National Association and various  other  financial
institutions named therein (filed as Exhibit 10.2 to the Registrant’s Current Report on Form
8-K filed  on March 19, 2008).

10.17*+ Silicon Laboratories Inc. 2009  Stock  Incentive  Plan  (filed as Exhibit  10.1 to the Registrant’s

Current Report on Form 8-K filed on April 27, 2009).

10.18*+ Silicon Laboratories Inc. 2009  Employee Stock Purchase Plan (filed as  Exhibit  10.2 to the

Registrant’s Current Report on Form  8-K filed  on April  27,  2009).

10.19*+ Form of Restricted Stock Units Grant Notice and  Restricted Stock Units Award Agreement

under Registrant’s 2009 Stock Incentive Plan (filed  as Exhibit 10.3 to the Registrant’s
Current Report on Form 8-K filed on April 27, 2009).

10.20*+ Form of Stock Option Grant Notice and Stock  Option Award  Agreement under  Registrant’s

2009 Stock Incentive Plan (filed as Exhibit 10.4 to the  Registrant’s Current Report on
Form 8-K filed on April 27, 2009).

10.21*+ Silicon Laboratories Inc. 2010  Bonus Plan (filed as Exhibit 10.1 to the  Registrant’s Current

21

23.1

24

31.1

31.2

Report on Form 8-K filed on January  29, 2010).

Subsidiaries of the Registrant.

Consent of Independent Registered  Public  Accounting  Firm.

Power of Attorney (included  on signature page  to  this Form  10-K).

Certification of the Principal  Executive Officer, as required by Section  302 of the Sarbanes-
Oxley Act of 2002.

Certification of the Principal  Financial Officer, as required  by Section  302 of the Sarbanes-
Oxley Act of 2002.

32.1

Certification as required by  Section  906 of the Sarbanes-Oxley Act of  2002.

*

Incorporated herein by reference to the indicated filing.

+ Management contract or compensatory  plan or  arrangement

54

Pursuant to the requirements of Section  13  or 15(d) 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, in Austin, Texas, on February  10, 2010.

SIGNATURES

SILICON LABORATORIES INC.

By:

/s/ NECIP SAYINER

Necip Sayiner
President and
Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears

below constitutes and appoints Necip  Sayiner and William G. Bock, and  each of  them, acting
individually, as his or her attorney-in-fact, each with full  power of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and all capacities, to sign any and all
amendments to this annual report on Form 10-K and other documents  in connection herewith and
therewith, and to file the same, with  all exhibits thereto, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and  agents, and  each  of  them, full power and authority to do and
perform each and every act and thing requisite  and  necessary to be done  in connection herewith  and
therewith and about the premises, as  fully  to all intents  and purposes as  he or she might or could do in
person, hereby ratifying and confirming  all  that said attorneys-in-fact and agents,  or any  of them, or
their or his substitute or substitutes, may lawfully do  or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of  1934, this report has been signed

below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated:

Name

Title

Date

/s/ NAVDEEP S. SOOCH

Navdeep S. Sooch

Chairman of the Board

February 10, 2010

/s/ NECIP SAYINER

Necip Sayiner

President, Chief Executive Officer and
Director (Principal Executive Officer)

February 10, 2010

/s/ WILLIAM G. BOCK

William G. Bock

Senior Vice President and Chief
Financial Officer (Principal Financial
Officer)

February 10, 2010

/s/ PAUL V. WALSH, JR.

Paul V. Walsh, Jr.

Vice President and Chief Accounting
Officer (Principal Accounting Officer)

February 10, 2010

55

Name

Title

Date

/s/ DAVID R. WELLAND

David R. Welland

/s/ HARVEY B. CASH

Harvey B. Cash

/s/ NELSON C. CHAN

Nelson C. Chan

/s/ ROBERT TED ENLOE, III

Robert Ted Enloe, III

/s/ KRISTEN M. ONKEN

Kristen M. Onken

/s/ LAURENCE G. WALKER

Laurence G. Walker

/s/ WILLIAM P. WOOD

William P. Wood

Vice President and Director

February 10, 2010

Director

February 10, 2010

Director

February 10, 2010

Director

February 10, 2010

Director

February 10, 2010

Director

February 10, 2010

Director

February 10, 2010

56

Report of Independent Registered Public  Accounting Firm

The Board of Directors and Stockholders  of Silicon Laboratories Inc.

We  have audited Silicon Laboratories Inc.’s  internal control over financial reporting as  of

January 2, 2010, based on criteria established in  Internal Control—Integrated  Framework  issued by the
Committee of Sponsoring Organizations  of  the Treadway Commission (the COSO criteria). Silicon
Laboratories Inc.’s management is responsible  for maintaining effective internal control over financial
reporting, and for its assessment of the  effectiveness  of  internal control  over financial reporting
included in the accompanying Management’s  Report  on Internal Control  over Financial Reporting. Our
responsibility is to express an opinion  on  the company’s internal control  over  financial  reporting based
on our audit.

We  conducted our audit in accordance with the standards of  the Public Company Accounting
Oversight Board (United States). Those  standards require that we  plan and perform the audit to obtain
reasonable assurance about whether  effective  internal control over financial reporting was maintained
in all material respects. Our audit included  obtaining an understanding  of internal control  over
financial reporting, assessing the risk that a  material weakness exists, testing and evaluating the design
and operating effectiveness of internal control based  on the assessed risk, and performing such other
procedures as we considered necessary in  the circumstances. We believe  that  our audit provides  a
reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide  reasonable

assurance regarding the reliability of  financial  reporting and the preparation  of  financial  statements  for
external  purposes in accordance with  generally accepted accounting  principles. A company’s internal
control over financial reporting includes those policies and procedures that (1)  pertain to the
maintenance of records that, in reasonable  detail, accurately and fairly reflect the  transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions  are
recorded  as necessary to permit preparation of financial statements in  accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made  only
in accordance with authorizations of management and directors of the company; and  (3) provide
reasonable assurance regarding prevention  or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that  could have a material effect on the financial statements.

Because of its inherent limitations, internal control over  financial  reporting may not prevent or

detect misstatements. Also, projections  of any evaluation  of  effectiveness to future periods are  subject
to the risk that controls may become inadequate  because of changes in conditions, or  that  the degree
of compliance with the policies or procedures may deteriorate.

In our opinion, Silicon Laboratories Inc. maintained,  in all material respects,  effective  internal

control over financial reporting as of  January 2, 2010, based on the  COSO criteria.

We  also have audited, in accordance  with the standards of  the Public Company Accounting
Oversight Board (United States), the  consolidated balance sheets of Silicon  Laboratories Inc.  as of
January 2, 2010 and January 3, 2009,  and the  related consolidated statements of  income,  changes in
stockholders’ equity, and cash flows for  each of the three fiscal  years  in the period ended January  2,
2010 of Silicon Laboratories Inc. and our report dated  February  10, 2010 expressed an unqualified
opinion thereon.

/s/ ERNST & YOUNG LLP

Austin,  Texas
February 10, 2010

F-1

Report of Independent Registered Public  Accounting Firm

The Board of Directors and Stockholders  of Silicon Laboratories Inc.

We  have audited the accompanying consolidated balance sheets of Silicon  Laboratories Inc.  as of

January 2, 2010 and January 3, 2009,  and the  related consolidated statements of  income,  changes in
stockholders’ equity, and cash flows for  each of the three fiscal  years  in the period ended January  2,
2010. These financial statements are the  responsibility of the Company’s management. Our
responsibility is to express an opinion  on  these  financial statements based on  our  audits.

We  conducted our audits in accordance with the standards  of  the Public Company Accounting
Oversight Board (United States). Those  standards require that we  plan and perform the audit to obtain
reasonable assurance about whether  the  financial  statements are free  of material misstatement.  An
audit includes examining, on a test basis, evidence  supporting the amounts and disclosures  in the
financial statements. An audit also includes assessing the accounting  principles used  and significant
estimates made by management, as well as  evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable  basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects,

the consolidated financial position of  Silicon Laboratories  Inc. at January 2, 2010 and  January 3, 2009,
and the consolidated results of its operations and its cash  flows for  each  of  the three fiscal years in the
period ended January 2, 2010, in conformity with  U.S. generally accepted accounting principles.

We  also have audited, in accordance  with the standards of  the Public Company Accounting

Oversight Board (United States), Silicon  Laboratories  Inc.’s  internal control over financial reporting as
of January 2, 2010, based on criteria established in  Internal Control—Integrated  Framework  issued by
the Committee of Sponsoring Organizations  of the Treadway Commission  and our report  dated
February 10, 2010 expressed an unqualified opinion  thereon.

/s/ ERNST & YOUNG LLP

Austin,  Texas
February 10, 2010

F-2

Silicon Laboratories Inc.
Consolidated Balance Sheets
(in thousands, except per share data)

Current assets:

Assets

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable, net of allowance  for doubtful accounts of $567 at

January 2, 2010 and $1,011 at January 3, 2009 . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment, net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other intangible assets, net
Other assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

January 2,
2010

January 3,
2009

$195,737
214,486

$172,272
101,267

56,128
31,512
7,620
18,515

523,998
24,676
27,785
105,109
41,886
19,384

36,144
28,293
6,439
18,297

362,712
51,821
30,496
105,515
49,728
23,973

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$742,838

$624,245

Current liabilities:

Liabilities and Stockholders’ Equity

Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income on shipments to distributors . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term obligations and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 28,759
25,399
28,470
6,011

88,639
24,403

$ 22,274
29,119
21,599
4

72,996
48,789

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

113,042

121,785

Commitments and contingencies

Stockholders’ equity:

Preferred stock—$0.0001 par value; 10,000  shares authorized; no shares issued
and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Common stock—$0.0001 par value; 250,000 shares  authorized; 45,772  and
44,613 shares issued and outstanding  at  January 2,  2010 and January 3,
2009, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

—

5
128,262
505,885
(4,356)

4
75,711
432,793
(6,048)

Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

629,796

502,460

Total liabilities and stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$742,838

$624,245

The accompanying notes are an integral part of these Consolidated  Financial Statements.

F-3

Silicon Laboratories Inc.
Consolidated Statements of Income
(in thousands, except per share data)

Year Ended

January 2,
2010

January 3,
2009

December 29,
2007

Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$441,020
161,267

$415,630
159,845

$337,461
130,225

Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating expenses:

279,753

255,785

207,236

Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . . .
In-process research and development . . . . . . . . . . . . . . . . . . . . .

104,394
108,848
—

101,205
100,674
10,250

89,320
94,819
—

Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

213,242

212,129

184,139

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income (expense):

Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income (expense), net . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income from continuing operations before income taxes . . . . . . . . .
Provision (benefit) for income taxes . . . . . . . . . . . . . . . . . . . . . . .

Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . .
Income from discontinued operations, net  of income taxes . . . . . . .

66,511

43,656

23,097

2,725
(180)
(90)

68,966
(4,126)

73,092
—

10,449
(433)
(556)

53,116
20,181

32,935
—

24,525
(628)
(469)

46,525
6,838

39,687
165,149

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 73,092

$ 32,935

$204,836

Basic earnings per share:

Income from continuing operations . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Diluted earnings per share:

Income from continuing operations . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$
$

$
$

1.62
1.62

1.57
1.57

$
$

$
$

0.68
0.68

0.67
0.67

$
$

$
$

0.72
3.74

0.70
3.64

Weighted-average common shares outstanding:

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

45,023
46,542

48,109
48,989

54,826
56,321

The accompanying notes are an integral part of these  Consolidated  Financial Statements.

F-4

Silicon Laboratories Inc.
Consolidated Statements of Changes in  Stockholders’  Equity
(in thousands)

Balance as of December 30, 2006 . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . .
Stock issuances under employee plans, net

Number
of Shares

Par
Value

54,802
—

$ 5
—

of  shares withheld for taxes . . . . . . . . .

2,445

Income tax benefit from employee stock-

based  awards

. . . . . . . . . . . . . . . . . .
Repurchases of common stock . . . . . . . . .
Stock compensation . . . . . . . . . . . . . . . .

—
(4,437)
—

Balance as of December 29, 2007 . . . . . . . .

52,810

Comprehensive income:

Net income . . . . . . . . . . . . . . . . . . .
Unrealized losses on available-for-sale

securities, net of tax of $1,297 . . . . . .

Unrealized losses on cash flow hedges,

net of tax of $1,961 . . . . . . . . . . . . .

Total comprehensive income . . . . . . . . .

—

—

—

Stock issuances under employee plans, net

of  shares withheld for taxes . . . . . . . . .

972

Income tax benefit from employee stock-

based  awards

. . . . . . . . . . . . . . . . . .
Repurchases of common stock . . . . . . . . .
Stock compensation . . . . . . . . . . . . . . . .
Purchase  acquisition . . . . . . . . . . . . . . .

—
(9,371)
—
202

Balance as of January 3, 2009 . . . . . . . . . . .

44,613

Comprehensive income:

Net income . . . . . . . . . . . . . . . . . . .
Unrealized gains on available-for-sale

securities, net of tax of $522 . . . . . . .
Unrealized gains on cash flow hedges, net
of  tax of $389 . . . . . . . . . . . . . . . .

Total comprehensive income . . . . . . . . .

—

—

—

Stock issuances under employee plans, net

of  shares withheld for taxes . . . . . . . . .

1,669

Income tax benefit from employee stock-

based  awards

. . . . . . . . . . . . . . . . . .
Repurchases of common stock . . . . . . . . .
Stock compensation . . . . . . . . . . . . . . . .

—
(633)
123

—

—
—
—

5

—

—

—

—

—
(1)
—
—

4

—

—

—

1

—
—
—

Common Stock

Accumulated
Other
Comprehensive
Loss

$ —
—

Total
Stockholders’
Equity

$ 568,682
204,836

Retained
Earnings

$195,022
204,836

Additional
Paid-In
Capital

$ 373,655
—

41,536

4,696
(163,182)
46,977

—

—
—
—

303,682

399,858

—

—

—

4,266

963
(280,286)
40,565
6,521

32,935

—

—

—

—
—
—
—

—

—
—
—

—

—

(2,406)

(3,642)

—

—
—
—
—

41,536

4,696
(163,182)
46,977

703,545

32,935

(2,406)

(3,642)

26,887

4,266

963
(280,287)
40,565
6,521

75,711

432,793

(6,048)

502,460

—

—

—

25,186

3,890
(20,181)
43,656

73,092

—

—

—

—
—
—

—

969

723

—

—
—
—

73,092

969

723

74,784

25,187

3,890
(20,181)
43,656

Balance as of January 2, 2010 . . . . . . . . . . .

45,772

$ 5

$ 128,262

$505,885

$(4,356)

$ 629,796

The accompanying notes are an integral part of these  Consolidated Financial Statements.

F-5

Silicon Laboratories Inc.
Consolidated Statements of Cash Flows
(in thousands)

Year Ended

January 2,
2010

January 3,
2009

December 29,
2007

$ 73,092

$ 32,935

$ 204,836

Operating  Activities
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to  reconcile net income to cash provided by operating activities:

Income from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation of property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on disposal of property and equipment . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of other intangible assets and other assets . . . . . . . . . . . . . . . . .
Stock compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchased in-process research and development
. . . . . . . . . . . . . . . . . . . . . .
Income tax benefit from employee stock-based awards . . . . . . . . . . . . . . . . . .
Excess income tax benefit from employee stock-based  awards . . . . . . . . . . . . . .
Deferred income taxes
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in operating assets and liabilities:

Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid  expenses and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income on shipments to distributors . . . . . . . . . . . . . . . . . . . . . .
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net cash provided by operating activities of continuing operations . . . . . . . . . . . .
Investing Activities
Purchases of available-for-sale investments . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . .
Proceeds from sales and maturities of marketable securities
Purchases of property and equipment
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from the sale of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisitions of businesses, net of cash acquired . . . . . . . . . . . . . . . . . . . . . . . .

Net cash provided by (used in) investing activities of continuing operations . . . . . . .
Financing Activities
Proceeds from issuance of common stock, net of shares  withheld for  taxes . . . . . . .
Excess income tax benefit from employee stock-based awards . . . . . . . . . . . . . . .
Repurchases of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net cash provided by (used in) financing activities of continuing operations
Discontinued  Operations
Operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financing  activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . .

Net cash provided by discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . .

—
11,887
33
7,842
43,974
—
2,422
(1,862)
1,896

(19,657)
(3,216)
3,362
8,036
(825)
6,871
(12,914)

—
10,766
685
7,858
40,669
10,250
832
(888)
1,816

19,619
3,729
11,412
(5,634)
(6,202)
(6,849)
(1,316)

120,941

119,682

(237,968)
153,275
(8,943)
—
(6,408)
(4,300)

(104,344)

25,187
1,862
(20,181)

(151,470)
304,928
(12,525)
14,265
(7,551)
(78,477)

69,170

4,264
888
(286,140)

6,868

(280,988)

—
—
—

—

—
—
—

—

(165,149)
11,105
64
4,980
39,978
—
2,997
(1,959)
(153)

(14,554)
(6,393)
9,271
(3,129)
3,060
7,880
(48,847)

43,987

(555,798)
565,336
(5,387)
270,750
(9,502)
(8,540)

256,859

15,362
1,959
(157,332)

(140,011)

10,794
(1,654)
26,245

35,385

196,220
68,188

Increase (decrease) in cash and cash equivalents
. . . . . . . . . . . . . . . . . . . . . . .
Cash and  cash  equivalents at beginning of period . . . . . . . . . . . . . . . . . . . . . . .

23,465
172,272

(92,136)
264,408

Cash and  cash  equivalents at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 195,737

$ 172,272

$ 264,408

Supplemental  Disclosure of Cash Flow Information:
Interest  paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income taxes  paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

$

279

$

440

$

703

4,500

$ 18,613

$ 49,191

The accompanying notes are an integral part of these  Consolidated Financial Statements.

F-6

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
January 2, 2010

1. Description of Business

Silicon Laboratories Inc. (the ‘‘Company’’), a  Delaware corporation, develops and markets mixed-

signal analog intensive integrated circuits  (ICs) for a broad range of applications for global markets.
Within the semiconductor industry, the Company is known as a ‘‘fabless’’ company  meaning that the
ICs are manufactured by third-party  foundry semiconductor companies.

In March 2007, the Company sold its Aero  transceiver, AeroFONE single-chip phone and power
amplifier product lines (the ‘‘Aero product lines’’) to NXP B.V. and NXP Semiconductors France SAS
(collectively ‘‘NXP’’). The financial results  of  the sold product lines have been presented as
discontinued operations in the Consolidated Financial Statements. See Note 3, Discontinued Operation,
for additional information.

2. Significant Accounting Policies

Basis of Presentation and Principles of  Consolidation

The Company prepares financial statements on a 52-53 week  year that  ends on the Saturday

closest to December 31. Fiscal 2009 had  52 weeks and ended January 2, 2010. Fiscal 2008 had 53 weeks
with the extra week occurring in the first  quarter of the  year and ended January 3,  2009. Fiscal year
2007 had 52 weeks and ended December 29,  2007. The accompanying Consolidated Financial
Statements include the accounts of the Company and its wholly owned subsidiaries. All  significant
intercompany balances and transactions have been eliminated.

Foreign Currency Transactions

The functional currency of the Company’s foreign  subsidiaries is the U.S. dollar; accordingly, all

gains and losses resulting from remeasuring transactions  denominated in currencies other than U.S.
dollars are included in net income.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted

in the United States requires management to make estimates and assumptions that affect the  amounts
reported in the financial statements and  accompanying notes. Among the significant estimates affecting
the financial statements are those related to inventories, stock compensation, investments  in
auction-rate securities, goodwill, long-lived assets  and income taxes. Actual results could differ from
those estimates, and such differences could be material to  the financial statements.

Reclassifications

Certain reclassifications have been made to prior year financial statements to conform to current

year presentation.

F-7

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements  (Continued)
January 2, 2010

2. Significant Accounting Policies (Continued)

Fair Value of Financial Instruments

The fair values of the Company’s financial instruments  are recorded using a hierarchal disclosure

framework based upon the level of subjectivity  of  the inputs used in measuring assets and liabilities.
The three levels are described below:

Level 1—Inputs are unadjusted, quoted  prices  in  active markets for identical assets or liabilities at
the measurement date.

Level 2—Inputs are inputs other than quoted prices  included within Level 1 that are observable
for the asset or liability, either directly  or indirectly.

Level 3—Inputs are unobservable for the  asset or  liability  and are developed  based on the best
information available in the circumstances, which might include the Company’s own data.

Cash and Cash Equivalents

Cash and cash equivalents consist of  cash deposits, money market funds and investments in debt

securities with original maturities of ninety days or less when purchased.

Investments

The Company’s investments consist primarily  of U.S. government agency bonds and discount notes,

corporate bonds, municipal bonds, U.S. Treasury bills, commercial paper, international government
bonds and auction-rate securities. These securities typically have original maturities greater than ninety
days as of the date of purchase and are classified as available-for-sale or trading securities. Investments
in available-for-sale securities are reported at  fair  value, with unrealized gains and losses, net of  tax,
recorded  as a component of accumulated  other  comprehensive loss in the Consolidated Balance Sheet.
Investments in trading securities are  reported  at fair value, with both realized and  unrealized gains and
losses recorded in other income (expense), net in the  Consolidated  Statement of Income.  Investments
in which the Company has the ability and intent,  if necessary, to liquidate  in order to support its
current operations (including those with contractual  maturities  greater than one year from the  date of
purchase) are classified as short-term.  The Company’s long-term investments consist  of auction-rate
securities.

The Company reviews its available-for-sale investments as of the end  of  each reporting period for
other-than-temporary declines in fair  value based on  the specific identification method. The Company
considers various factors in determining whether  an impairment is other-than-temporary,  including the
severity and duration of the impairment, changes in underlying credit ratings, forecasted recovery,  its
intent to sell or the likelihood that it would  be  required to sell the investment before its anticipated
recovery in market value and the probability that  the scheduled  cash payments will continue to be
made. When the Company concludes  that an other-than-temporary impairment  has occurred, the
Company assesses whether it intends to sell the  security  or if it is more likely than not that it will be
required to sell the security before recovery.  If either of these two conditions is met, the Company
recognizes a charge in earnings equal to the entire difference between the security’s amortized cost
basis and its fair value. If the Company does  not intend  to sell a security or it is not more likely than
not that it will be required to sell the  security before recovery, the unrealized loss is separated into an

F-8

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements  (Continued)
January 2, 2010

2. Significant Accounting Policies (Continued)

amount representing the credit loss, which  is recognized in earnings,  and the amount related to all
other factors, which is recorded in accumulated  other comprehensive loss.

Derivative Financial Instruments

The Company uses derivative financial instruments to manage exposures to the variability of

interest rates used to calculate base rents for its corporate headquarters leases.  The Company’s
objective is to offset increases and decreases  in expenses  resulting from  changes in interest rates with
losses and gains on the derivative contracts,  thereby reducing volatility of earnings.  The Company does
not use derivative contracts for speculative  purposes.  The  effective portion of the gain  or loss  on
interest rate swaps is recorded in accumulated other comprehensive loss as a separate component of
stockholders’ equity and is subsequently  recognized in earnings when the hedged exposure affects
earnings. Cash flows from derivatives are classified  as cash flows from operating activities in the
Consolidated Statement of Cash Flows.

Inventories

Inventories are stated at the lower of  cost, determined using the first-in,  first-out  method, or

market.

Property and Equipment

Property and equipment are stated at  cost, net of accumulated depreciation. Depreciation is
computed using the straight-line method over  the useful lives of the  assets ranging from three  to  five
years. Leasehold improvements are depreciated  over the contractual lease period or their useful  life,
whichever is shorter.

Long-Lived Assets

Purchased intangible assets are stated at  cost, net of accumulated amortization, and are amortized

using the straight-line method over their estimated useful lives, ranging from four  to  twelve years.

Long-lived assets ‘‘held and used’’ by the  Company  are reviewed for impairment whenever events

or changes in circumstances indicate that  their  net book  value may not be recoverable. When such
factors and circumstances exist, the Company compares 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 of those assets and is recorded  in  the period in  which the determination was made.

The carrying value of goodwill is reviewed at  least annually by the Company  for possible
impairment. The goodwill impairment test is a  two-step process. The first  step of  the impairment
analysis compares  the fair value of the  company or  reporting  unit to the net book value of the company
or reporting unit. In determining fair value, several  valuation methodologies are allowed, although
quoted market prices are the best evidence of fair value. If the results of the first step demonstrate that
the net book  value is greater than the  fair  value, the Company  must proceed to step two  of the
analysis. Step two of the analysis compares the implied  fair  value of goodwill to its carrying amount. If
the carrying amount of goodwill exceeds its implied  fair  value, an impairment loss is recognized equal

F-9

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements  (Continued)
January 2, 2010

2. Significant Accounting Policies (Continued)

to that excess. The Company tests goodwill for  impairment annually as of the first day of its fourth
fiscal quarter and in interim periods  if  events occur that would indicate that the carrying value of
goodwill may be impaired.

Revenue Recognition

Revenues are generated almost exclusively by  sales  of  the Company’s  ICs. The Company

recognizes revenue when all of the following criteria  are met: 1) there is  persuasive evidence  that  an
arrangement exists, 2) delivery of goods  has occurred, 3) the sales price is fixed or  determinable, and
4) collectibility is reasonably assured. Generally, revenue from product sales to direct customers and
contract manufacturers is recognized  upon shipment.

A portion of the Company’s sales are made  to  distributors under agreements allowing certain
rights of return and price protection related to the final selling price to the  end customers. Accordingly,
the Company defers revenue and cost of revenue on such  sales  until the distributors sell the product to
the end customers. The net balance of deferred revenue less deferred cost of revenue associated with
inventory shipped to a distributor but  not  yet  sold  to  an end  customer is recorded in the ‘‘deferred
income on shipments to distributors’’ liability on the Consolidated Balance  Sheet. Such net deferred
income balance reflects the Company’s  estimate of the impact of rights  of  return and price protection.

Shipping and Handling

Shipping and handling costs are classified  as a component of cost of revenues in the Consolidated

Statements of Income.

Stock-Based Compensation

The Company has stock-based compensation  plans, which are more  fully described in Note 13,

Stock-Based Compensation. The Company  accounts for those plans using a fair-value method and
recognizes the expense in its Consolidated Statement  of  Income.

Advertising

Advertising costs are expensed as incurred. Advertising expenses were $1.5 million, $1.7 million

and $1.1 million and in fiscal 2009, 2008  and 2007, respectively.

Income Taxes

The Company accounts for income taxes  using the asset and  liability  method whereby deferred tax

asset and liability account balances are determined based on differences between  financial reporting
and the tax bases of assets and liabilities  and  are measured using the enacted tax laws and related rates
that will be in effect when the differences  are expected to reverse. These differences result  in deferred
tax assets and liabilities, which are included in the Company’s  Consolidated Balance Sheet. The
Company then assesses the likelihood  that  the deferred  tax  assets will be recovered  from future taxable
income. A valuation allowance is established against deferred tax assets to the  extent the Company
believes that recovery is not likely based  on the  level of historical taxable income and projections for
future taxable income over the periods in which the  temporary differences are deductible.

F-10

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements  (Continued)
January 2, 2010

2. Significant Accounting Policies (Continued)

Uncertain tax positions must meet a  more-likely-than-not threshold to be recognized in  the

financial statements and the tax benefits  recognized are measured based  on the largest benefit that has
a greater than 50% likelihood of being  realized upon  final settlement. See further discussion in
Note 16, Income Taxes.

Recent Accounting Pronouncements

In April 2009, the Financial Accounting Standards Board (FASB) issued the following:

(cid:127) FASB Accounting Standards Codification  (ASC) 820-10-65, formerly  FASB Staff Position (FSP)
FAS No. 157-4, Determining Fair Value When the Volume  and Level of Activity for the Asset or
Liability Have Significantly Decreased and Identifying Transactions That  Are Not Orderly, provides
additional guidance for estimating fair value when  the volume  and  level of activity  for the  asset
or liability have significantly decreased. This  ASC also  includes guidance on  identifying
circumstances that indicate a transaction  is not orderly.

(cid:127) FASB ASC 320-10-65, formerly FSP  No. FAS 115-2 and FAS 124-2, Recognition and Presentation
of Other-Than-Temporary Impairments,  amends the  other-than-temporary impairment  guidance  in
U.S. GAAP for debt securities to make  the guidance more operational and to improve the
presentation and disclosure of other-than-temporary impairments on debt and equity securities
in the financial statements.

(cid:127) FASB ASC 825-10-65, formerly FSP  No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair
Value of Financial Instruments, requires disclosures about fair value  of  financial  instruments for
interim reporting periods of publicly  traded companies as well as in annual financial statements.

These ASCs are effective for reporting periods ending after June  15, 2009 and were adopted by

the Company on April 5, 2009. The adoption of the ASCs did  not  have a material impact on the
Company’s financial statements.

In June 2008, the FASB issued FASB  ASC 260-10-45,  formerly FSP Emerging Issues  Task Force

(EITF) 03-6-1, Determining Whether Instruments  Granted  in  Share-Based Payment Transactions Are
Participating Securities. ASC 260-10-45  provides that unvested share-based payment  awards that contain
nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating
securities and shall be included in the computation of earnings per share pursuant to the  two-class
method described  in FASB ASC 260, Earnings per Share. ASC 260-10-45 is  effective for financial
statements issued for fiscal years beginning after December 15,  2008 and interim periods within  those
years on a retrospective basis. The Company  adopted ASC  260-10-45 at the beginning of  fiscal  2009.
The adoption did not have a material impact on  the Company’s financial  statements.

3. Discontinued Operation

In March 2007, the Company sold its Aero  product lines to NXP for  $285 million  in cash, plus
additional earn-out potential of up to  an aggregate of $65  million  over the next  three years. To date, no
additional earn-out has been recognized from  this  transaction.

F-11

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements  (Continued)
January 2, 2010

3. Discontinued Operation (Continued)

The financial results of the sold product  lines have been presented as discontinued operations in

the Consolidated Financial Statements. The following summarizes results  from  the discontinued
operations (in thousands, except per  share  data):

Year Ended
December 29,
2007

Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Costs of revenues and operating expenses . . . . . . . . . . . . . . . . . . . . . .

$ 46,310
43,810

Gain on sale of discontinued operations . . . . . . . . . . . . . . . . . . . . . . .

Income from discontinued operations before income taxes . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,500
224,887

227,387
62,238

Income from discontinued operations, net of income taxes . . . . . . . . . .

$165,149

Income from discontinued operations per common share:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Weighted-average common shares outstanding:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$
$

3.02
2.94

54,826
56,321

During  fiscal 2007, the Company made  $45.0 million of estimated tax payments  due  primarily to

the gain on the sale of its Aero product  lines and received $26.2 million for the exercise of  stock
options from employees who were hired  by NXP associated with the sale of the Aero  products.

Continuing Involvement

In connection with the closing of the  sale, the  Company entered into certain  ancillary agreements

with NXP, including a Transition Services Agreement (‘‘TSA’’) and an Intellectual Property License
Agreement (‘‘IPLA’’). Through the TSA,  the Company  subleased certain  premises to NXP and
provided various temporary support services, such as IT support  services.  Such  services  were provided
for approximately six months from the  closing date and are no longer being  provided. The fees for
these services were generally equivalent  to the Company’s cost  and were approximately $3.9 million in
fiscal 2007. Through the IPLA, the Company granted NXP a license with respect  to  retained
intellectual property and NXP granted a license to the Company with respect  to  transferred intellectual
property. However, these cross-license  agreements do not involve the receipt  or payment  of  any
royalties and therefore are not considered to be a component of continuing involvement.

F-12

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements  (Continued)
January 2, 2010

4. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings  per  share from

continuing operations (in thousands,  except per share data):

Year Ended

January 2,
2010

January 3,
2009

December 29,
2007

Income from continuing operations . . . . . . . . . . .

$73,092

$32,935

$39,687

Shares used in computing basic earnings  per

share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

45,023

48,109

54,826

Effect of dilutive securities:

Stock options and awards . . . . . . . . . . . . . . . .

1,519

880

1,495

Shares used in computing diluted earnings per

share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

46,542

48,989

56,321

Income from continuing operations

Basic earnings per share . . . . . . . . . . . . . . . . .
Diluted earnings per share . . . . . . . . . . . . . . .

$
$

1.62
1.57

$
$

0.68
0.67

$
$

0.72
0.70

Approximately 2.1 million, 4.2 million and 4.0 million weighted-average dilutive  potential shares of

common stock have been excluded from the  diluted earnings  per  share calculation for fiscal years
ended January 2, 2010, January 3, 2009  and December  29, 2007, respectively, as  they were anti-dilutive.

5. Cash, Cash Equivalents and Investments

The Company’s cash equivalents and short-term investments consist primarily of money market

funds,  U.S. government agency bonds and  discount notes, corporate  bonds, municipal bonds, U.S.
Treasury bills, U.S. government bonds, commercial  paper, international  government bonds and
auction-rate securities purchased through  UBS  (‘‘UBS auction-rate securities’’). The  Company’s
long-term investments consist of non-UBS  auction-rate securities. Early  in fiscal 2008, auctions for
many  of the Company’s auction-rate  securities  failed because  sell  orders  exceeded buy orders. As of
January 2, 2010, the Company held $51.3  million par value auction-rate securities, all of which  have
experienced failed auctions. The underlying assets of  the securities  consisted of student loans and
municipal bonds, of which $47.3 million  were guaranteed by the  U.S. government and  the remaining
$4.0 million were privately insured. As  of  January 2, 2010,  $40.3 million  of  the auction-rate securities
had credit ratings of AAA, $4.0 million had credit ratings of AA and $7.0 million had  a credit  rating of
BBB. These securities had contractual maturity dates  ranging from 2025 to  2046 and  with current  yields
of 0.46% to 2.79% per year at January 2, 2010. The Company is receiving the underlying cash flows on
all of its auction-rate securities. The  principal  amounts  associated with  failed auctions are not expected
to be accessible until a successful auction occurs,  the issuer redeems the securities,  a buyer  is found
outside of the auction process or the  underlying securities  mature.  The Company is unable to predict if
these funds will become available before their maturity dates.

F-13

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements  (Continued)
January 2, 2010

5. Cash, Cash Equivalents and Investments (Continued)

In November 2008, the Company entered  into  an agreement with UBS AG,  which provides the
Company certain rights to sell to UBS the auction-rate securities which were  purchased through them.
As of January 2, 2010, the Company  held $24.0  million  par value auction-rate securities  purchased from
UBS. The Company has the option to sell  these securities to UBS at par value from June 30, 2010
through July 2, 2012. UBS, at its discretion, may purchase or sell these securities on the Company’s
behalf at any time provided the Company receives  par value for  the securities sold. The  issuers of the
auction-rate securities continue to have the right  to  redeem the securities  at their discretion. The
agreement allows for the continuation of  the accrual and payment of interest due on  the securities. The
agreement also provides the Company  with access  to  loans of up to 75% of the  market value of the
unredeemed securities until June 30, 2010.  These loans would carry interest rates which  would be
consistent with the interest income on  the  related auction-rate securities.  As of January 2, 2010, the
Company had no loans outstanding under  this  agreement.

The Company’s right to sell the auction-rate securities to UBS commencing June 30, 2010

represents a put option for a payment  equal to the par value  of  the auction-rate securities.  As the put
option is non-transferable and cannot  be  attached to the  auction-rate securities if they  are sold to
another entity other than UBS, it represents a freestanding instrument between the Company  and UBS.
The Company elected to record the  put  option at  fair  value. During fiscal  2008, the Company recorded
a gain of $5.0 million representing (a)  the initial fair value of the put option, and  (b) the  changes in
the fair value of the put option from  November to the  end of the year. The Company has classified  the
UBS auction-rate securities as trading  securities and, accordingly, recognizes  changes in fair  value in
earnings. During fiscal 2008, the Company recorded a loss  of $5.1 million representing (a)  the transfer
of the UBS auction-rate securities from  available-for-sale  to trading securities and, accordingly,
recognizing the unrealized losses previously recorded  in accumulated other comprehensive loss in
earnings at the election date, and (b) the subsequent  changes in fair value from  the election date to the
end of the year. Both the gain from recording the put  option at fair value  and the  loss due to the
transfer from available-for-sale to trading  securities,  as well  as subsequent fair  value adjustments,  were
recorded  in ‘‘other income (expense),  net’’. Adjustments  to the fair values of the put option and  the
trading securities generally offset each  other. The Company intends to exercise its option to sell its
UBS auction-rate securities to UBS on  June 30, 2010 and has therefore classified both the UBS
auction-rate securities and the related  put option  as short-term investments as of January 2, 2010.

The Company does not expect to need  access to the  capital represented by any of its auction-rate

securities prior to their maturities. The  Company does not intend to sell, and believes it is not more
likely than not that it will be required  to  sell, its non-UBS auction-rate securities before their
anticipated recovery in market value  or  final  settlement at the underlying par value.  The Company
believes that the credit ratings and credit  support of the security  issuers indicate that they  have the
ability to settle the securities at par value.  As such, the Company  has determined that no material
other-than-temporary impairment losses existed  as  of  January 2, 2010.

F-14

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements  (Continued)
January 2, 2010

5. Cash, Cash Equivalents and Investments (Continued)

The Company’s cash, cash equivalents and investments  consist of the following (in thousands):

January 2, 2010

Gross
Unrealized
Losses

Gross
Unrealized
Gains

Cost

Cash and Cash Equivalents:

Cash on hand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Available-for-sale securities:

$ 21,622

Money market funds . . . . . . . . . . . . . . . . . . . . . . . .
U.S. Treasury bills . . . . . . . . . . . . . . . . . . . . . . . . . .
U.S. government agency . . . . . . . . . . . . . . . . . . . . . .

167,139
5,000
2,000

$ —
—
(24)

Total available-for-sale securities . . . . . . . . . . . . . . . . .

174,139

Total cash and cash equivalents . . . . . . . . . . . . . . . . . . . .

$195,761

$

(24)

(24)

$ —
—
—

—

Fair Value

$ 21,622

167,139
5,000
1,976

174,115

$ —

$195,737

Short-term Investments:

Available-for-sale securities:

Corporate bonds . . . . . . . . . . . . . . . . . . . . . . . . . . .
U.S. government agency . . . . . . . . . . . . . . . . . . . . . .
Municipal bonds . . . . . . . . . . . . . . . . . . . . . . . . . . .
U.S. Treasury bills . . . . . . . . . . . . . . . . . . . . . . . . . .
International government bonds . . . . . . . . . . . . . . . .
Commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 74,431
41,790
37,401
21,488
12,467
2,699

$ (133)
(1)
(3)
—
(10)
—

Total available-for-sale securities . . . . . . . . . . . . . . . . .

$190,276

$ (147)

$188
32
132
7
6
—

$365

Trading securities:

Auction rate securities and put option . . . . . . . . . . . .

Total short-term investments . . . . . . . . . . . . . . . . . . . . . .

Long-term Investments:

Available-for-sale securities:

$ 74,486
41,821
37,530
21,495
12,463
2,699

190,494

23,992

$214,486

Auction rate securities . . . . . . . . . . . . . . . . . . . . . . .

$ 27,325

$(2,649)

Total long-term investments . . . . . . . . . . . . . . . . . . . . . . .

$ 27,325

$(2,649)

$ —

$ —

$ 24,676

$ 24,676

F-15

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements  (Continued)
January 2, 2010

5. Cash, Cash Equivalents and Investments (Continued)

Cash and Cash Equivalents:

Cash on hand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Available-for-sale securities:

$ 21,544

January 3, 2009

Gross
Unrealized
Losses

Gross
Unrealized
Gains

Cost

Fair Value

$ 21,544

Money market funds . . . . . . . . . . . . . . . . . . . . . . . .

150,728

$ —

$ —

150,728

Total cash and cash equivalents . . . . . . . . . . . . . . . . . . . .

$172,272

$ —

$ — $172,272

Short-term Investments:

Available-for-sale securities:

Municipal bonds . . . . . . . . . . . . . . . . . . . . . . . . . . .
U.S. government agency . . . . . . . . . . . . . . . . . . . . . .

Trading securities:

Auction rate securities . . . . . . . . . . . . . . . . . . . . . . .

Total short-term investments . . . . . . . . . . . . . . . . . . . . . .

Long-term Investments:

Available-for-sale securities:

$ 88,907
10,001

$ 98,908

$

$

(1)
—

(1)

$ 504
56

$ 560

$ 89,410
10,057

99,467

1,800

$101,267

Auction-rate securities . . . . . . . . . . . . . . . . . . . . . . .

$ 30,000

$(4,260)

$ — $ 25,740

Trading securities:

Auction rate securities and put option . . . . . . . . . . . .

Total long-term investments . . . . . . . . . . . . . . . . . . . . . . .

26,081

$ 51,821

The available-for-sale investments that  were in a continuous unrealized loss  position as of

January 2, 2010, aggregated by length of time that individual  securities have  been in a  continuous  loss
position, were as follows (in thousands):

Corporate bonds . . . . . . . . . . . . . . . .
Auction rate securities . . . . . . . . . . . .
International government bonds . . . . .
U.S. government agency . . . . . . . . . . .
Municipal bonds . . . . . . . . . . . . . . . . .

Less Than 12 Months

12 Months or  Greater

Total

Fair
Value

$39,513
—
5,213
4,978
1,643

Gross
Unrealized
Losses

Fair
Value

Gross
Unrealized
Losses

Fair
Value

$(133)
—
(10)
(25)
(3)

$ — $ — $39,513
24,676
(2,649)
5,213
—
4,978
—
1,643
—

24,676
—
—
—

Gross
Unrealized
Losses

$ (133)
(2,649)
(10)
(25)
(3)

$51,347

$(171)

$24,676

$(2,649)

$76,023

$(2,820)

All of the Company’s available-for-sale  investments with gross  unrealized losses as of January 3,

2009 had been in a continuous loss position for less than  12 months. The gross  unrealized losses  as of

F-16

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements  (Continued)
January 2, 2010

5. Cash, Cash Equivalents and Investments (Continued)

January 2, 2010 and January 3, 2009  were due primarily to the  illiquidity of the Company’s  auction-rate
securities and, to a lesser extent, to changes in  market  interest rates.

The following summarizes the contractual underlying maturities of the Company’s  available-for-sale

investments at January 2, 2010 (in thousands):

Due in one year or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due after one year through three years . . . . . . . . . . . . . . . . .
Due after ten years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$282,067
82,348
27,325

$282,263
82,346
24,676

Cost

Fair Value

$391,740

$389,285

In addition, the Company has made equity  investments in non-publicly traded companies that it

accounts for under the cost method. The Company periodically  reviews these investments for
other-than-temporary declines in fair  value based on  the specific identification  method and writes  down
investments to their fair values when  it determines that an other-than-temporary decline has  occurred.

6. Derivative Financial Instruments

The Company is exposed to interest rate fluctuations  in the normal course of its business,

including through its corporate headquarters leases.  The base rents for  these leases are  calculated using
a variable interest rate based on the three-month LIBOR. The Company  has entered into interest rate
swap agreements with notional values of $44.3  million  and  $50.1 million  and, effectively, fixed the rent
payment amounts on these leases through  March 2011 and March  2013, respectively. The interest rate
swap agreements are designated and  qualify as  cash flow hedges.

The Company estimates the fair values of derivatives based on quoted prices and  market

observable data of similar instruments. If  the  lease agreements or  the interest  rate swap agreements are
terminated prior to maturity, the fair value  of the interest rate swaps recorded in accumulated other
comprehensive loss may be recognized  in the  Consolidated  Statement of Income based on an
assessment of the agreements at the  time of termination. The Company  did  not  discontinue any  cash
flow hedges in any of the periods presented.

The Company measures the effectiveness  of its  cash flow hedges by comparing  the change in fair

value of the hedged item with the change  in fair value of the interest rate swap.  The Company
recognizes ineffective portions of the hedge, as well as amounts not  included in  the assessment  of
effectiveness, in the Consolidated Statement  of Income. As of January 2,  2010, no portions of the  gains
or losses from the hedging instruments were  excluded from the  assessment of effectiveness. There was
no hedge ineffectiveness for any of the periods presented.

The Company’s derivative financial instruments consisted of  the following (in thousands):

Interest rate swaps . . . . . . . . . . . . . . . . . . . . Long-term obligations and

$4,491

other liabilities

January 2, 2010

Balance Sheet
Location

Fair Value

F-17

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements  (Continued)
January 2, 2010

6. Derivative Financial Instruments (Continued)

The before-tax effect of derivative instruments in cash flow hedging relationships was as  follows  (in

thousands):

Loss Recognized in
OCI on Derivatives
(Effective Portion)
during the Year Ended

January 2,
2010

January 3,
2009

Location of  Loss
Reclassified into
Income

Loss Reclassified
from Accumulated
OCI into Income
(Effective Portion)
during the Year Ended

January  2,
2010

January 3,
2009

Interest rate swaps . . . . . . . . . . . . . . . . . .

$(1,681)

$(5,615) Rent expense

$(2,792)

$(12)

The Company expects to reclassify $3.0 million of its interest rate swap  losses included  in

accumulated other comprehensive loss  as of January 2, 2010 into earnings in the next 12 months, which
is offset by lower rent payments.

The Company’s interest rate swap agreements contain provisions that require  it to maintain
unencumbered cash and highly-rated  short-term investments of at least $150 million. If the  Company’s
unencumbered cash and highly-rated  short-term investments are less than $150 million, it would be
required to post collateral with the counterparty in the  amount  of the fair  value of the  interest  rate
swap agreements in net liability positions. Both of the  Company’s interest rate  swaps were in  a net
liability position at January 2, 2010. No  collateral has  been posted with the counterparties as of
January 2, 2010.

7. Fair Value of Financial Instruments

The following summarizes the valuation  of the Company’s  financial  instruments  (in  thousands).

The tables do not include either cash  on hand or assets and liabilities that are measured at historical
cost or any basis other than fair value.

Description

Assets

Cash equivalents . . . . . . . . . . . . . . . . . .
Short-term investments(1) . . . . . . . . . . .
Long-term investments(2) . . . . . . . . . . . .

Liabilities

Derivative instruments . . . . . . . . . . . . . .

Fair Value Measurements at January 2, 2010 Using

Quoted Prices in
Active Markets for
Identical Assets
(Level  1)

Significant Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Total

$174,115
190,494
—

$364,609

$

$

—

—

$ —
—
—

$ —

$4,491

$4,491

$ — $174,115
214,486
24,676

23,992
24,676

$48,668

$413,277

$ — $

4,491

$ — $

4,491

(1) Included in the Company’s short-term  investments are  $74.5 million  of  corporate debt securities,

$41.8 million of U.S. government agency debt securities,  $37.5  million  of  municipal debt securities,
$21.5 million of U.S. Treasury bills, $12.5 million of international government debt securities,
$2.7 million of commercial paper and $20.9 million  of UBS auction-rate  securities classified  as
trading together with $3.1 million for  a  put option.

(2) The Company’s long-term investments consist entirely of  available-for-sale auction-rate securities.

F-18

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements  (Continued)
January 2, 2010

7. Fair Value of Financial Instruments (Continued)

Description

Assets

Cash equivalents . . . . . . . . . . . . . . . . . .
Short-term investments(1) . . . . . . . . . . .
Long-term investments(2) . . . . . . . . . . . .

Liabilities

Derivative instruments . . . . . . . . . . . . . .

Fair Value Measurements at January 3, 2009 Using

Quoted Prices in
Active Markets for
Identical Assets
(Level  1)

Significant Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Total

$150,728
101,267
—

$251,995

$

$

—

—

$ —
—
—

$ —

$5,603

$5,603

$ — $150,728
101,267
51,821

—
51,821

$51,821

$303,816

$ — $

5,603

$ — $

5,603

(1) Included in the Company’s short term investments  are $89.4  million of municipal debt securities,
$10.1 million of U.S. government agency debt securities  and $1.8 million of  auction-rate  securities
which  settled shortly after year end.

(2) Included in the Company’s long  term investments are  $25.7 million of available-for-sale

auction-rate securities, $21.1 million  of  auction-rate securities classified  as trading and  $5.0 million
for a put option.

The Company’s cash equivalents and short-term investments (other  than its UBS  auction-rate
securities and put option) are valued  using quoted  prices and  other relevant information  generated by
market transactions involving identical  assets. The Company’s auction-rate securities  and put option are
valued  using a discounted cash flow model. The assumptions used in  preparing  the discounted cash
flow model include estimates for interest  rates, amount of cash flows,  expected  holding  periods of  the
securities, a discount to reflect the Company’s inability to liquidate  the  securities and counterparty risk.
The Company’s derivative instruments are valued using  quoted prices and market observable data of
similar instruments.

F-19

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements  (Continued)
January 2, 2010

7. Fair Value of Financial Instruments (Continued)

The following summarizes the activity in Level 3 financial instruments for the years ended

January 2, 2010 and January 3, 2009  (in  thousands):

Balance at January 3, 2009 . . . . . . . . . . . . . . . . . . . . .
Net purchases, sales, issuances and settlements . . . . . .
Unrealized gains (losses) . . . . . . . . . . . . . . . . . . . . . .
Net recognized gains (losses) . . . . . . . . . . . . . . . . . . .

Auction
Rate
Securities

$46,859
(4,574)
1,855
1,435

Put
Option

Total

$ 4,962
(301)
—
(1,568)

$51,821
(4,875)
1,855
(133)

Balance at January 2, 2010 . . . . . . . . . . . . . . . . . . . . .

$45,575

$ 3,093

$48,668

Gain (loss) for period included in earnings attributable

to the Level 3 financial instruments still held at
January 2, 2010 related to:
Trading securities . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of the put option . . . . . . . . . . . . . . . . . .

$ 1,435

$ — $ 1,435
(1,568)

— (1,568)

$ 1,435

$(1,568) $ (133)

Auction
Rate
Securities

Put
Option

Total

Balance at December 29, 2007 . . . . . . . . . . . . . . . . . .
Net transfers into Level 3(1) . . . . . . . . . . . . . . . . . . .
Net purchases, sales, issuances and settlements . . . . . .
Unrealized losses . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net recognized gains (losses) . . . . . . . . . . . . . . . . . . .

$

— $ — $ —
— 68,800
(9,911)
— (4,260)
(2,808)

68,800
(12,600)
(4,260)
(5,081)

2,689

2,273

Balance at January 3, 2009 . . . . . . . . . . . . . . . . . . . .

$ 46,859

$ 4,962

$51,821

Gain (loss) for period included in earnings

attributable to the Level 3 financial instruments still
held at January 3, 2009 related to:
Trading securities . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of the put option . . . . . . . . . . . . . . . . . .

$ (5,081) $ — $ (5,081)
4,962
4,962

—

$ (5,081) $ 4,962

$ (119)

(1) Early in fiscal 2008, quoted prices for  the Company’s long-term  investments were no

longer observable.  As such, the Company changed  its  fair value measurement
methodology from quoted prices in active markets to a cash flow model.  Accordingly,
these securities were reclassified from  Level 1 to Level 3.  In  November 2008,  the
Company recorded a put option to sell a portion  of its  auction-rate securities,  which
resulted in a gain recorded in earnings. The  gain was offset by the reclassification of
unrealized losses on the associated securities to realized losses recorded  in earnings.  Both
the gain from recording the put option  at fair value and the loss  due to the
reclassification of unrealized losses were recorded in ‘‘other income (expense), net’’.

The Company’s other financial instruments, including cash, accounts receivable  and accounts
payable, are recorded at amounts that  approximate their fair values due  to  their  short maturities.

F-20

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements  (Continued)
January 2, 2010

8. Balance Sheet Details

Balance sheet details consist of the following (in  thousands):

Inventories

Work in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$24,642
6,870

$23,474
4,819

January 2,
2010

January 3,
2009

Property and Equipment

$31,512

$28,293

January 2,
2010

January 3,
2009

Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Computers and purchased software . . . . . . . . . . . . . . . . . . . .
Furniture and fixtures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 36,232
39,296
3,174
19,029

$ 34,838
39,171
3,167
15,703

Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . .

Accrued Expenses

97,731
(69,946)

92,879
(62,383)

$ 27,785

$ 30,496

January 2,
2010

January 3,
2009

Accrued compensation and benefits . . . . . . . . . . . . . . . . . . . .
Escrow withheld in acquisitions . . . . . . . . . . . . . . . . . . . . . . .
Accrued price protection credits . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$15,757
—
2,957
6,685

$11,489
4,425
4,360
8,845

Long-term Obligations and Other Liabilities

$25,399

$29,119

January 2,
2010

January 3,
2009

Unrecognized tax benefits (including interest) . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$12,025
12,378

$34,169
14,620

$24,403

$48,789

F-21

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements  (Continued)
January 2, 2010

9. Risks and Uncertainties

Financial Instruments

Financial instruments that potentially subject the Company  to  significant concentrations  of credit

risk consist primarily of cash equivalents,  investments, accounts receivable and derivatives.  The
Company places its cash equivalents and  investments primarily in U.S. government agency bonds and
discount notes, corporate bonds, municipal  bonds, U.S. Treasury  bills, commercial paper, international
government bonds and auction-rate securities. Concentrations of credit risk with respect  to  accounts
receivable are primarily due to customers  with large outstanding  balances. The Company’s  customers
that accounted for greater than 10% of  accounts receivable consist of the following:

Edom Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Avnet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Flextronics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

33%
14%
**

28%
**
12%

January 2,
2010

January 3,
2009

** Less than 10% of accounts receivable

The Company performs periodic credit evaluations of its customers’  financial condition  and
generally requires no collateral from  its customers.  The  Company provides an  allowance for potential
credit losses based upon the expected  collectibility  of  such receivables.  Losses have not been significant
for any of the periods presented.

Suppliers

A significant portion of the Company’s products are fabricated by  Taiwan  Semiconductor

Manufacturing Co. (TSMC) or its affiliates.  The  inability of TSMC to deliver wafers to the Company
on a timely basis could impact the production of the  Company’s products for  a substantial  period of
time, which could have a material adverse effect on  the Company’s business, financial condition and
results of operations.

Customers

The Company sells directly to end customers, distributors and contract manufacturers. Although
the Company actually sells the products  to,  and  is paid by, distributors and contract  manufacturers,  the
Company refers to the end customer as  its customer.  None of the Company’s contract  manufacturers
accounted for greater than 10% of revenue during fiscal 2009, 2008  or 2007.  The  Company’s end
customers and distributors that accounted for  greater  than 10% of revenue  consists of the  following:

Year Ended

January 2,
2010

January 3,
2009

December 29,
2007

End Customers
Samsung . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Distributors
Edom Technology . . . . . . . . . . . . . . . . . . . . . . .
Avnet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

16%

**

**

27%
10%

31%
**

36%
10%

** Less than 10% of revenue

F-22

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements  (Continued)
January 2, 2010

10. Acquisitions

Integration Associates

In July 2008, the Company completed its acquisition of Integration Associates, a privately held

company that designed and developed  silicon solutions for  wireless, wireline and power system
management applications. The Company acquired  Integration Associates for approximately
$87.1 million, including $80.6 million  in  cash and  approximately  202,000 shares  of the Company’s
common stock valued at $6.5 million  on the closing date. Of such consideration, $9.0 million  in cash
was deposited in escrow as security for  breaches of representations and warranties and certain other
expressly enumerated matters.

The acquisition was recorded using the purchase method of accounting and  accordingly, the  results

of Integration Associates’ operations  are  included  in  the Company’s consolidated results of operations
beginning with the date of the acquisition. Pro forma financial information has not been presented
since the effect of the acquisition was  not  material. The Company believes that the acquisition enables
the Company to address new  product  vectors, accelerates its entry into certain markets and further
scales the Company’s engineering team. These factors contributed to a purchase  price that was in
excess of the fair value of the net assets  acquired and, as  a result,  the Company recorded  goodwill. The
goodwill is not deductible for tax purposes.  The purchase price was allocated as follows (in thousands):

Weighted-Average
Amortization Period
(Years)

Amount

Intangible assets:

Core and developed technology . . . . . . . . . . . . . . . . .
Customer relationships . . . . . . . . . . . . . . . . . . . . . . .
In-process research and development . . . . . . . . . . . . .

$36,270
1,080
10,250

9.7
10.0

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other non-current assets . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . .

47,600
2,644
4,879
5,925
3,604
32,013
4,688
(2,833)
(4,471)
(6,908)

Total purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . .

$87,141

F-23

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements  (Continued)
January 2, 2010

10. Acquisitions (Continued)

In-process research and development (IPR&D) represents  acquired technology that had  not
achieved technological feasibility as of the  acquisition closing date and that had no  alternative future
use. These costs were expensed on the date  of  acquisition. The fair value of each project was
determined using the income approach.  The discount rate applicable to the cash flows was 20%. This
rate reflects the weighted-average cost  of capital and the risks inherent in  the development process.
The IPR&D recorded in connection with  the acquisition consisted of the following  (in  thousands):

Projects

Radio transmitters and transceivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Optoelectronic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Fair Value

$ 7,740
2,020
490

$10,250

The radio transmitters and transceivers projects enable the delivery of data over  proprietary, short

range wireless links. The optoelectronic projects are used for infrared  data communications and
proximity sensing. The power projects  enable AC-DC conversion in  power  supply systems.

SourceCore

In October 2007, the Company completed its acquisition of  substantially all of the assets of

SourceCore, a privately held mixed-signal  design company for approximately  $10.6 million, which
includes direct acquisition costs. The acquisition was recorded  using the purchase method  of accounting
and accordingly, the results of SourceCore’s operations are  included  in the Company’s consolidated
results of operations from the date of the  acquisition.  Through the  acquisition,  the Company acquired
RF designers as well as an applications and software team in  close proximity to our customer base in
China. These factors contributed to a purchase price that was in excess of the  fair value of the net
assets acquired and, as a result, the Company recorded goodwill. None of the goodwill is  deductible for
tax purposes. The  purchase price was allocated as follows: goodwill—$7.6 million;  intangible  assets—
$2.6 million; and net tangible assets—$0.4 million.

11. Goodwill and Other Intangible Assets

The gross carrying amount and accumulated amortization of  goodwill and  other  intangible assets

are as follows (in thousands):

Weighted-
Average
Amortization
Period (Years)

January 2, 2010

January 3,  2009

Gross
Amount

Accumulated
Amortization

Gross
Amount

Accumulated
Amortization

Goodwill . . . . . . . . . . . . . . . . . . . . . Not amortized

$105,109

$

— $105,515

$

—

Amortized intangible assets:

Core & developed technology . . . .
Customer relationships . . . . . . . . .
Patents . . . . . . . . . . . . . . . . . . . . .
Internal use software . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . .

9.3
6.6
7.0
7.0

9.0

$ 54,920
3,380
4,638
600

$(16,024)
(1,188)
(3,921)
(519)

$ 55,220
5,480
4,663
600

$(10,132)
(2,389)
(3,281)
(433)

$ 63,538

$(21,652)

$ 65,963

$(16,235)

F-24

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements  (Continued)
January 2, 2010

11. Goodwill and Other Intangible Assets (Continued)

Amortization expense related to intangible  assets for fiscal 2009,  2008 and  2007 was $7.8 million,
$5.7 million, and $4.3 million, respectively.  Fully amortized assets are  written off against accumulated
amortization. The estimated aggregate amortization expense for intangible assets for each of the five
succeeding fiscal years is as follows (in  thousands):

Fiscal Year

2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amount

$7,205
6,888
6,427
5,042
4,259

12. Stockholders’ Equity

Common Stock

The Company issued 1.8 million shares of common  stock  during fiscal 2009. Approximately

189 thousand shares were withheld by the  Company during fiscal 2009  to satisfy employee tax
obligations for the vesting of certain stock  grants made under the  Company’s stock incentive plans.

Share Repurchase Program

In October 2009, the Company’s Board of Directors authorized  a program to repurchase up to
$150 million of the Company’s common  stock through  2010. The program allows for repurchases to be
made in the open market or in private transactions,  including  structured  or accelerated  transactions,
subject to applicable legal requirements and market conditions.  The Company’s  most recent prior
repurchase program, which was announced in October 2008 and authorized the repurchase of  up to
$100 million of the Company’s common  stock over  a 12-month period, was completed  in November
2009. The Company repurchased 0.6  million shares, 9.4  million shares and 4.4 million shares  of its
common stock for $20.2 million, $280.3  million and $163.2 million during  fiscal  2009, 2008 and 2007,
respectively.

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss,  net of taxes,  were as  follows  (in

thousands):

Balance at January 3, 2009 . . . . . . . . . . .
Change associated with current period

transactions, net of tax . . . . . . . . . . . .
Amount reclassified into earnings, net of
tax . . . . . . . . . . . . . . . . . . . . . . . . . .

Unrealized
Losses on Cash
Flow Hedges

Net Unrealized
Losses on Available-
For-Sale Securities

Total

$(3,642)

$(2,406)

$(6,048)

(1,092)

1,815

969

—

(123)

1,815

Balance at January 2, 2010 . . . . . . . . . . .

$(2,919)

$(1,437)

$(4,356)

F-25

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements  (Continued)
January 2, 2010

13. Stock-Based Compensation

In fiscal  2009, the stockholders of the Company approved the 2009  Stock Incentive Plan (the ‘‘2009

Plan’’) and the 2009 Employee Stock  Purchase Plan (the ‘‘2009 Purchase Plan’’). The 2009 Plan is
currently effective, and no further grants  will be issued under the Company’s 2000 Stock Incentive Plan
(the ‘‘2000 Plan’’) as of the effective  date of the 2009  Plan. The 2009 Purchase Plan will become
effective upon the termination of the  existing Employee Stock Purchase Plan  (the ‘‘Purchase Plan’’), on
April 30, 2010.

The shares issuable under the 2000 Plan and Purchase Plan automatically increased on the first

stock market trading day of each calendar year.  The amount of shares reserved for the 2000 Plan
increased by 2.2 million shares, and for  the Purchase Plan increased  by 220 thousand shares  on
January 2, 2009. The amount of shares reserved for  the Purchase Plan increased  by  230 thousand
shares on the first stock market trading day of 2010. There  is no provision for an automatic share
reserve  increase in either the 2009 Plan or  the 2009 Purchase Plan.

2009 Stock Incentive Plan

In fiscal  2009, the Company’s Board of  Directors  and  stockholders approved the 2009 Plan, which

has a term of 10 years from the shareholders’ approval  date. Under  the 2009 Plan, the following may
be granted: stock options, stock appreciation rights, performance shares, performance  stock units,
restricted stock units, performance-based awards and other  awards (collectively, all such grants  are
referred to as ‘‘awards’’). Awards of stock options and stock appreciation rights each deduct one share
from the 2009 Plan shares available for issuance for each share granted, and full value awards (awards
other than for which the participant  is required to pay  at least  the fair market value of the underlying
shares on the date of grant) deduct 1.55  shares from the 2009 Plan shares available for issuance for
each  share granted. Awards granted under the  2009 Plan generally contain  vesting provisions ranging
from three to four years. The exercise  price of stock options granted under the 2009 Plan may  not  be
less  than 100% of the fair market value of a share  of  our common stock on  the date of  grant. To the
extent awards granted under the 2009  Plan terminate, expire or lapse for any  reason, or  are settled  in
cash, shares subject to such awards will  again be available for grant.

2000 Stock Incentive Plan

In fiscal  2000, the Company’s Board of  Directors  and  stockholders approved the 2000 Plan. The

2000 Plan contains programs for (i) the  discretionary granting of stock options to employees,
non-employee board members and consultants for  the purchase of shares of the  Company’s common
stock, (ii) the discretionary issuance of  common stock  directly (as granted under direct issuance shares
in stock awards and restricted stock units (RSUs)), (iii) the granting of special below-market stock
options to executive officers and other highly compensated  employees of the Company for which the
exercise price can  be paid using payroll deductions and (iv) the automatic issuance of  stock options  to
non-employee board members. The discretionary issuance of common stock, RSUs and  stock options
generally contain vesting provisions ranging from three  to  eight years. If permitted by the Company,
stock options can be exercised immediately and, similar to the direct  issuance shares, are subject to
repurchase rights which generally lapse  in  accordance with  the vesting schedule.  The repurchase rights
provide that upon certain defined events,  the  Company  can repurchase unvested shares at the price
paid per share. The term of each stock  option  is no more  than ten  years  from the date of grant.

F-26

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements  (Continued)
January 2, 2010

13. Stock-Based Compensation (Continued)

Stock Grants and Modifications

The Company granted to its employees zero, 0.3 million  and  0.5 million  stock options,  and
0.8 million, 1.0 million and 1.0 million  of  stock awards and  RSUs from  the 2000 Plan during fiscal
2009, 2008 and 2007, respectively. The Company granted to its employees 0.2 million of stock awards
and RSUs from the 2009 Plan during fiscal 2009. The Company recorded $5.5 million of stock
compensation expense in ‘‘Income from  discontinued  operations, net of  income taxes’’ during fiscal
2007 in connection with modifications of  equity grants  to  employees who  were hired by NXP in
connection with the sale of the Aero  product  lines. As  of the closing date of the sale, the Company
accelerated the vesting of 0.5 million  shares  of options  and awards, and extended the exercise period of
0.9 million shares of options through  December 31,  2007.  Further, the Company cancelled 0.3  million
shares of unvested options and awards  related to the terminated employees. There were no other
significant modifications made to any stock grants  during these periods.

2009 Employee Stock Purchase Plan

In fiscal  2009, the Company’s Board of  Directors  and  stockholders approved the 2009 Purchase

Plan. The rights to purchase common  stock granted  under the 2009 Purchase Plan  are intended to be
treated as either (i) purchase rights granted under an ‘‘employee stock purchase plan,’’ as that term is
defined in Section  423(b) of the Internal Revenue Code (i.e., the 423(b) Plan), or (ii) purchase rights
granted under an employee stock purchase plan that is  not  subject to the terms and conditions of
Section 423(b) of the Internal Revenue Code  (i.e., the Non-423(b) Plan). The Company will  retain the
discretion to grant purchase rights under either the  423(b)  Plan or  the  Non-423(b)  Plan. Eligible
employees may purchase a limited number of shares  of the  Company’s common stock  at no less than
85% of the fair market value of a share of common stock at prescribed purchase intervals  during  an
offering period. Each offering period  will  be comprised  of a series of one or  more successive and/or
overlapping purchase intervals and has  a  maximum term  of 24 months.

Employee Stock Purchase Plan

The Purchase Plan was adopted by the Company’s Board of Directors in fiscal 2000. Eligible
employees may purchase a limited number of shares  of the  Company’s common stock  at 85%  of  the
market value  during a series of offering periods.  Each offering period is divided into semi-annual
purchase intervals and has a maximum term  of 24 months. During fiscal 2009, 2008 and 2007, the
Company issued a total of 148,000, 120,000 and 116,000 shares  under the Purchase  Plan to its
employees. The weighted-average fair  value for  purchase rights  granted under the Purchase Plan for
fiscal 2009 was $10.49 per share.

Accounting for Stock Compensation

Stock-based compensation costs are generally  based on the  fair values on  the date  of  grant for
stock options and on the date of enrollment  for  the employee stock purchase plans,  estimated  by  using
the Black-Scholes option-pricing model. The fair values of stock awards  and RSUs generally equal  their
intrinsic value on the date of grant.

F-27

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements  (Continued)
January 2, 2010

13. Stock-Based Compensation (Continued)

The Black-Scholes valuation calculation requires us to estimate key assumptions such as  future
stock price volatility, expected terms, risk-free rates and dividend yield. Expected  stock price volatility is
based upon a combination of both historical volatility and implied  volatility derived from traded options
on the Company’s stock in the marketplace. Expected term is derived from an analysis of historical
exercises and remaining contractual life  of options.  The  risk-free rate is based on the U.S. Treasury
yield curve in effect at the time of grant. The Company has never paid cash dividends and does not
currently intend to pay cash dividends,  thus  it has assumed  a 0% dividend yield.

The Company must estimate potential forfeitures of stock grants and adjust compensation  cost

recorded  accordingly. The estimate of forfeitures will  be  adjusted over the requisite service period to
the extent that actual forfeitures differ,  or are expected to differ, from such estimates. Changes in
estimated forfeitures are recognized  through a  cumulative catch-up adjustment in the  period of change
and will also impact the amount of stock compensation expense to be recognized in future periods.

The fair values of stock options and  RSUs are amortized as compensation expense on a
straight-line basis over the vesting period of the grants. The  fair values of stock awards are fully
expensed in the period of grant, when shares  are immediately issued with no vesting restrictions.
Compensation expense from continuing operations recognized is shown in the operating activities
section of the Consolidated Statements of Cash Flows.

The fair values estimated from the Black-Scholes option-pricing model were calculated using  the

following assumptions:

Year Ended

January 2,
2010

January 3,
2009

December 29,
2007

2000 Stock Incentive Plan:

Expected volatility . . . . . . . . . . . . . . . . . . . . .
Risk-free interest rate % . . . . . . . . . . . . . . . .
Expected term (in years) . . . . . . . . . . . . . . . . .
Dividend yield . . . . . . . . . . . . . . . . . . . . . . . .

Employee Stock Purchase Plan:

Expected volatility . . . . . . . . . . . . . . . . . . . . .
Risk-free interest rate % . . . . . . . . . . . . . . . .
Expected term (in months) . . . . . . . . . . . . . . .
Dividend yield . . . . . . . . . . . . . . . . . . . . . . . .

—
—
—
—

44%
0.3%
8
—

44%
2.6%
5.0
—

41%
1.3%
12
—

48%
4.6%
4.9
—

37%
4.8%
14
—

There were no stock options granted during fiscal 2009.

F-28

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements  (Continued)
January 2, 2010

13. Stock-Based Compensation (Continued)

A summary of the Company’s stock compensation activity with respect to fiscal 2009 follows:

Stock Options

Outstanding at January 3, 2009 . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cancelled or expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Weighted-
Average
Remaining
Contractual
Term
(In Years)

Aggregate
Intrinsic
Value
($000s)

Weighted-
Average
Exercise
Price

$32.84
—
27.50
41.86

Shares
(000s)

5,254
—
(1,048)
(160)

Outstanding at January 2, 2010 . . . . . . . . . . . . . . . . . . . . . .

4,046

$33.86

Vested at January 2, 2010 and expected to vest . . . . . . . . . . .

4,030

$33.86

Exercisable at January 2, 2010 . . . . . . . . . . . . . . . . . . . . . . .

3,502

$33.94

4.6

4.6

4.2

$60,976

$60,742

$52,811

Aggregate
Intrinsic
Value
($000s)

Weighted-
Average
Remaining
Vesting
Term
(In Years)

Weighted-
Average
Purchase
Price

Stock Awards  and RSUs

Outstanding at January 3, 2009 . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cancelled or expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Shares
(000s)

2,023
951
(662)
(80)

Outstanding at January 2, 2010 . . . . . . . . . . . . . . . . . . . . . . .

2,232

Outstanding at January 2, 2010 and expected  to  vest

. . . . . . .

2,059

$0.00
0.00
0.00
0.00

$0.00

$0.00

Exercisable at January 2, 2010 . . . . . . . . . . . . . . . . . . . . . . . .

— $ —

1.3

1.3

—

$107,999

$ 99,593

$

—

The following summarizes the Company’s weighted average  fair value at the date of grant

(including activity related to discontinued operations):

Per grant of stock options . . . . . . . . . . . . . . . . .
Per grant of stock award or RSUs . . . . . . . . . . .

$ —
$27.45

$12.92
$31.77

$16.18
$34.28

Year Ended

January 2,
2010

January 3,
2009

December 29,
2007

F-29

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements  (Continued)
January 2, 2010

13. Stock-Based Compensation (Continued)

The following summarizes the Company’s stock-based payment and stock option values (in

thousands):

Intrinsic value of stock options exercised . . . . . . .
Intrinsic value of stock awards issued  and RSUs

Year Ended

January 2,
2010

January 3,
2009

December 29,
2007

$14,549

$ 5,454

$23,684

that vested . . . . . . . . . . . . . . . . . . . . . . . . . . .

$23,983

$19,469

$22,661

Grant date fair value of stock awards  and RSUs

that vested . . . . . . . . . . . . . . . . . . . . . . . . . . .

$22,764

$22,420

$22,416

The Company had approximately $51.3 million of total unrecognized  compensation costs  related to

stock options, stock and RSUs at January  2, 2010 that are expected to be recognized over a  weighted-
average period of 1.7 years. There were  no significant stock compensation costs  capitalized  into  assets
in any of the  periods presented.

The Company received cash of $25.2  million for the  issuance  of common stock, net of shares

withheld  for  taxes  during  fiscal  2009.  The  Company  issues  shares  from  the  shares  reserved  under  its
stock plans upon the exercise of stock  options, issuance of stock awards,  and vesting of RSUs. The
Company does not currently expect to  repurchase  shares from  any source to satisfy such  obligation
under the Plan.

The following are the stock-based compensation costs recognized in the Company’s Consolidated

Statements of Income (in thousands):

Cost of revenues . . . . . . . . . . . . . . . . . . . . . . . .
Research and development . . . . . . . . . . . . . . . . .
Selling, general and administrative . . . . . . . . . . .

Provision for income taxes . . . . . . . . . . . . . . . . .

Year Ended

January 2,
2010

January 3,
2009

December 29,
2007

$ 1,457
13,866
28,651

43,974
6,221

$ 1,437
14,906
24,326

40,669
5,647

$ 1,539
16,385
22,054

39,978
6,755

$37,753

$35,022

$33,223

F-30

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements  (Continued)
January 2, 2010

13. Stock-Based Compensation (Continued)

As of January 2, 2010, the Company  had reserved shares of common stock for future issuance as

follows (in thousands):

2000 Stock Incentive Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2009 Stock Incentive Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employee Stock Purchase Plan(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2009 Employee Stock Purchase Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6,132
6,731
1,795
1,250

Total shares reserved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

15,908

(1) Shares reserved for the Employee Stock Purchase Plan will be cancelled upon the
effective date of the 2009 Employee Stock Purchase Plan on April 30,  2010.

14. Employee Benefit Plan

The Company maintains a defined contribution or 401(k) Plan for  its qualified  U.S. employees.

Participants may contribute a percentage  of  their compensation  on a pre-tax  basis, subject  to  a
maximum annual contribution imposed by  the Internal Revenue Code.  The Company  may make
discretionary matching contributions  as well  as discretionary profit-sharing contributions to the 401(k)
Plan. The Company contributed $2.2 million, $2.2 million  and $1.8  million  to  the 401(k) Plan during
fiscal 2009, 2008 and 2007, respectively.

15. Commitments and Contingencies

Operating Leases

The Company leases its facilities under operating lease agreements that expire at various dates

through 2019. Some of these arrangements contain renewal options and require the Company to pay
taxes, insurance and maintenance costs.

Rent expense under operating leases  was $5.1 million, $3.8 million and $4.6  million for fiscal 2009,

2008 and 2007, respectively.

The minimum annual future rentals under the terms  of these leases as of  January 2, 2010  are as

follows (in thousands):

Fiscal Year

2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 7,642
6,636
6,474
2,550
1,307
5,671

Total minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minimum sublease rental income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

30,280
(8,466)

Total net minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$21,814

F-31

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements  (Continued)
January 2, 2010

15. Commitments and Contingencies  (Continued)

Headquarters Leases

In March 2006, the Company entered into an operating lease agreement and a related

participation agreement for a facility  at 400 W. Cesar Chavez (‘‘400 WCC’’) in Austin, Texas for its
corporate headquarters. The lease has a term  of  seven  years. The base rent for the term  of the lease is
an amount equal to the interest accruing on $44.3 million at  110 basis points over the three-month
LIBOR (which would be approximately  $1.9 million over the  remaining  term assuming  LIBOR
averages 0.25% during such term).

In March 2008, the Company entered into an operating lease agreement and a related

participation agreement for a facility  at 200 W. Cesar Chavez (‘‘200 WCC’’) in Austin, Texas for the
expansion of its corporate headquarters. The lease has a term of five years. The base rent for the term
of the lease is an amount equal to the  interest accruing on $50.1 million at  155 basis  points over the
three-month LIBOR (which would be approximately $2.9 million over the remaining term assuming
LIBOR averages 0.25% during such term).

The Company has granted certain rights  and remedies  to  the lessors in  the event of certain

defaults, including the right to terminate the leases,  to  bring suit  to  collect damages, and to compel the
Company to purchase the facilities. The  leases contain other customary representations, warranties,
obligations, conditions, indemnification  provisions and  termination provisions, including  covenants that
the Company shall maintain unencumbered  cash  and highly-rated short-term investments of at least
$75 million. If the Company’s unencumbered cash and highly-rated short-term investments are  less  than
$150 million, it must also maintain a  ratio of funded  debt  to earnings before  interest expense, income
taxes, depreciation, amortization, lease expense  and  other  non-cash charges (EBITDAR) over  the four
prior fiscal quarters of no greater than  2 to 1. As of  January 2,  2010, the Company  believes it was in
compliance with all covenants of the leases.

During  the terms of the leases, the Company has on-going options to purchase the buildings  for

purchase prices of  approximately $44.3 million for  400  WCC and $50.1  million for 200 WCC.
Alternatively, the Company can cause each such  property to  be  sold  to  third parties provided it is not
in default under that property’s lease. The Company is contingently liable on a first dollar loss basis for
up to $35.3 million to the extent that  the 400 WCC sale proceeds are less than the $44.3 million
purchase option and up to $40.0 million to the  extent that the 200 WCC sale  proceeds are less than the
$50.1 million purchase option.

The Company determined that the fair value associated with the guaranteed residual values was

$1.0 million for 400 WCC and $1.2 million for  200 WCC,  as of the inception of the leases.  These
amounts were recorded in ‘‘Other assets,  net’’ and ‘‘Long-term obligations  and other liabilities’’  in the
Consolidated Balance Sheets and are  being amortized over the term of the leases.

The Company is required to periodically evaluate the expected fair value of each facility at  the end

of the lease terms. If the Company determines  that it is estimable and probable that the expected fair
values will be less than $44.3 million  for  400 WCC and $50.1 million for 200 WCC, it will  ratably
accrue the loss up to a maximum of approximately $35.3 million and $40.0 million, respectively, over
the remaining lease terms as additional rent  expense. As of January 2, 2010, the Company does  not
believe that a loss contingency accrual  is required  for either property. However,  a prolonged economic
downturn could increase the likelihood  of such a loss  accrual.

F-32

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements  (Continued)
January 2, 2010

15. Commitments and Contingencies  (Continued)

Interest Rate Swap Agreements

In connection with its headquarters leases,  during  fiscal 2008 the Company  entered into interest
rate swap agreements as a hedge against the variable rent under  the leases. Under the terms of the
swap agreements, the Company has effectively converted the variable rents to fixed rents through
March 2011 for 400 WCC and March 2013 for  200 WCC.  See  Note 6,  Derivative Financial Instruments,
for additional information.

Litigation

Securities Litigation

On December 6, 2001, a class action complaint for violations of U.S. federal securities laws was
filed in the United States District Court  for the  Southern  District of New York  against the Company,
four  officers individually and the three  investment banking firms who served as representatives of the
underwriters in connection with the Company’s initial public offering of  common stock. The
Consolidated Amended Complaint alleges  that the  registration statement and prospectus  for the
Company’s initial public offering did  not  disclose that  (1) the underwriters  solicited and received
additional, excessive and undisclosed  commissions from certain investors, and (2) the  underwriters had
agreed to allocate shares of the offering  in exchange for a commitment  from the customers to purchase
additional shares in the aftermarket at pre-determined  higher prices. The Complaint alleges  violations
of the Securities Act of 1933 and the  Securities  Exchange Act of 1934.  The  action seeks damages in an
unspecified amount and is being coordinated  with  approximately 300  other  nearly identical actions  filed
against other companies. A court order dated  October 9, 2002 dismissed without prejudice the four
officers of the Company who had been  named individually. On December 5,  2006, the Second Circuit
vacated a decision by the District Court  granting class certification in six of the coordinated cases,
which  are intended to serve as test, or ‘‘focus’’ cases.  The plaintiffs selected  these six cases, which do
not include the Company. On April 6, 2007, the  Second  Circuit denied a  petition for rehearing filed by
the plaintiffs, but noted that the plaintiffs could ask the District Court to certify more narrow classes
than those that were rejected.

The parties in the approximately 300  coordinated cases,  including the parties in the case against
the Company, reached a settlement. The insurers for the issuer  defendants in the coordinated cases will
make the settlement payment on behalf of the issuers, including the Company. On  October 5, 2009, the
Court granted final approval of the settlement. Six  notices  of appeal have been filed. Judgment was
entered on January 13, 2010. The time  to  file  additional notices of appeal is set to expire on
February 12, 2010. A group of three objectors, who filed a  notice of appeal, also filed a petition to the
Second Circuit seeking permission to  appeal the District Court’s  final approval of  the settlement on the
basis that the settlement class is broader than the  class previously rejected by the Second Circuit in its
December 5, 2006 order vacating the District Court’s order certifying  classes in the  focus cases.

As the litigation process is inherently uncertain, the Company  is unable to predict  the outcome of

the above described matter if the settlement  does  not  survive  the appeal. While the  Company does
maintain liability insurance, it could incur losses that are not covered by  its liability insurance or that
exceed the limits of its liability insurance.  Such losses could  have a material impact on the Company’s
business and its results of operations or  financial position.

F-33

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements  (Continued)
January 2, 2010

15. Commitments and Contingencies  (Continued)

Other

The Company is involved in various  other legal proceedings that have arisen in the  normal course

of business. While the ultimate results  of  these  matters  cannot be predicted with certainty, the
Company does not expect them to have  a  material adverse effect on its consolidated financial position
or results of operations.

Discontinued Operations Indemnification

In connection with the sale of the Aero product lines, the Company agreed to indemnify  NXP with

respect to liabilities for certain tax matters.  There is  no  contractual  limit on exposure with respect  to
such matters. As of January 2, 2010, the  Company had no material liabilities recorded  with respect to
this  indemnification obligation.

16. Income Taxes

Significant components of the provision  (benefit) for income taxes attributable to continuing

operations are as follows (in thousands):

Year Ended

January 2,
2010

January 3,
2009

December 29,
2007

Current:

Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .
International

$(11,560)
5,538

$14,557
3,808

Total Current . . . . . . . . . . . . . . . . . . . . . . . . .

(6,022)

18,365

$5,182
1,809

6,991

Deferred:

Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .
International

Total Deferred . . . . . . . . . . . . . . . . . . . . . . . .

2,234
(338)

1,896

2,261
(445)

1,816

(177)
24

(153)

$ (4,126)

$20,181

$6,838

F-34

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements  (Continued)
January 2, 2010

16. Income Taxes (Continued)

The Company’s provision (benefit) for  income  taxes differs from the expected  tax expense amount

computed by applying the statutory federal income tax rate to income before income taxes  as a result
of the following:

Federal statutory rate . . . . . . . . . . . . . . . . . . . . .
Stock compensation . . . . . . . . . . . . . . . . . . . . . .
Foreign tax rate benefit . . . . . . . . . . . . . . . . . . .
Tax-exempt interest income . . . . . . . . . . . . . . . .
Research and development tax credits . . . . . . . . .
In-process research and development . . . . . . . . .
Release of prior year unrecognized tax benefits . .
Intercompany technology license . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year Ended

January 2,
2010

January 3,
2009

December 29,
2007

35.0%
0.3
(16.7)
(0.6)
(3.1)
—
(23.4)
—
2.5

35.0%
3.0
(14.4)
(3.0)
(2.1)
6.8
(12.5)
22.1
3.1

(6.0)% 38.0%

35.0%
4.9
(2.4)
(11.6)
(3.4)
—
(8.7)
—
0.9

14.7%

The effective tax rate for fiscal 2009  decreased  from fiscal 2008,  primarily due to the resolution of

uncertain tax positions as a result of  the Company entering into a unilateral Advance Pricing
Agreement with the U.S. Internal Revenue Service during the fourth quarter of fiscal 2009.  In  addition,
the effective tax rate for fiscal 2009 decreased  from fiscal 2008 due to the intercompany license of
certain technology and the non-deductible  write-off of in-process  research and  development costs
during fiscal 2008, both of which were related to the  acquisition of Integration Associates. The  increase
in the effective rate for fiscal 2008 from  fiscal 2007 was  primarily  attributable to a tax charge related  to
the intercompany license of certain technology obtained in the acquisition of Integration Associates, the
non-deductible write-off of in-process research  and development costs  and  lower tax-exempt interest
income in fiscal 2008.

Income before income taxes included approximately $39.5 million, $22.6  million and $28.7  million

related to foreign operations in fiscal  2009, 2008  and 2007, respectively.

At the end of fiscal 2009, undistributed earnings of the Company’s foreign  subsidiaries  of

approximately $237.9 million are considered permanently reinvested.  Accordingly, no  provision for U.S.
federal and state income taxes has been  made. Determination  of  the amount of the  unrecognized
deferred tax liability on these unremitted earnings is not practicable.

F-35

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements  (Continued)
January 2, 2010

16. Income Taxes (Continued)

Significant components of the Company’s deferred taxes  as  of  January 2,  2010 and January 3, 2009

are as follows (in thousands):

Deferred tax assets:

Net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . .
Research and development tax credit carryforwards . . . . . . .
Stock compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciable assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reserves and allowances . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized losses on available-for-sale  securities . . . . . . . . .
Unrealized losses on cash flow  hedges . . . . . . . . . . . . . . . . .
Deferred income on shipments to distributors . . . . . . . . . . .
Accrued liabilities and other . . . . . . . . . . . . . . . . . . . . . . . .

Less: Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . .

Deferred tax liabilities:

Acquired intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long term obligations for tax purposes . . . . . . . . . . . . . . . .
Prepaid expenses and other . . . . . . . . . . . . . . . . . . . . . . . .

January 2,
2010

January 3,
2009

$ 2,246
3,926
9,853
33,407
335
774
1,572
1,778
4,629

58,520
—

58,520

13,882
33,023
857

47,762

$ 5,945
4,211
8,594
35,899
560
1,297
1,961
2,043
3,880

64,390
—

64,390

16,174
33,023
751

49,948

Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$10,758

$14,442

As of January 2, 2010, the Company  had federal net operating  loss and research and development

credit carryforwards of approximately  $3.6  million and $0.9 million, respectively, as a  result of the
Cygnal  Integrated Products and Integration Associates  acquisitions. These carryforwards expire  in fiscal
years 2019 through 2028. Recognition  of these loss and credit  carryforwards is subject to an  annual
limit, which may cause them to expire before they are used.

The Company also had state loss and  research  and  development credit  carryforwards of
approximately $25.9 million and $5.0  million,  respectively. A portion of  these loss and credit
carryforwards was generated by the Company  and a  portion was acquired through the  Integration
Associates acquisition. Certain of these  carryforwards expire in fiscal  years 2024 through 2028 and
others do not expire. Recognition of some  of  these loss and credit carryforwards  is subject to an  annual
limit, which may cause them to expire before they are used.

Deferred income taxes reflect the net  tax effects of  temporary  differences between the  carrying

value of assets and liabilities for financial reporting purposes and  the  values  used for  income  tax
purposes. Related to the acquisition of Integration Associates in July 2008, the Company  has recorded
net deferred tax liabilities of approximately $5.1 million  due to differences between book and tax  bases
of acquired assets and assumed liabilities.

F-36

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements  (Continued)
January 2, 2010

16. Income Taxes (Continued)

The Company’s operations in Singapore are subject  to  reduced tax rates through 2019,  as long as

certain conditions are met. The income  tax benefit reflected in earnings was approximately $6.3 million
(representing $0.13 per diluted share)  in  fiscal 2009 and $5.9 million  (representing $0.12 per diluted
share) in fiscal 2008.

The Company adopted FASB ASC 740,  formerly FASB Interpretation No. (FIN) 48, Accounting for

Uncertainty in Income Taxes, at the beginning of fiscal 2007. A reconciliation of the beginning and
ending amounts of unrecognized tax benefits is  as follows (in thousands):

Balance at January 3, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions based on tax positions related to prior  years . . . . . . . . . . . . . . .
Reductions for tax positions related to prior  years . . . . . . . . . . . . . . . . . .
Reductions for tax positions as a result of a  lapse of the applicable statute
of limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reductions for settlements with taxing authorities . . . . . . . . . . . . . . . . . .

$ 32,695
4,127
(14,954)

(1,197)
(8,511)

Balance at January 2, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 12,160

At January 2, 2010, the Company had gross unrecognized tax benefits  of $12.2 million,
$11.9 million of which would affect the effective tax rate if  recognized. During  fiscal  2009, the
Company recorded gross decreases of $1.2 million  to  its  unrecognized tax benefits related to the
closure of an open tax year. During the  fourth quarter  of  fiscal 2009, the  Company entered into a
unilateral Advance Pricing Agreement  with the U.S.  Internal Revenue  Service which resolves certain
intercompany transfer pricing matters beginning in  fiscal 2005. As a result  of  the agreement, the
Company recorded gross decreases of $15.0 million  to  its  unrecognized tax benefits related to prior
years and recorded gross decreases of $8.5 million related  to settlements with taxing  authorities,  which
it recorded as additional taxes payable  of  the same amount. In addition, the Company recorded gross
increases of $4.1 million to its unrecognized tax  benefits related  to  prior years, primarily due to
uncertainty related to the deductibility  of certain  items.

The Company recognizes interest and penalties related to unrecognized tax benefits in the
provision  for income taxes. During fiscal 2009, 2008  and 2007, the Company recognized $0.8  million,
$0.9 million and $1.0 million of interest,  respectively,  net of tax, in the  provision for income taxes. In
addition, the Company had decreases of  interest, net  of tax,  of  $1.8 million related  to  resolution  of
certain intercompany transfer pricing  matters  and the  closure of an open tax year in fiscal  2009, of
$1.2 million related to the closure of an  open tax year  in fiscal 2008 and of $1.1 million  related to the
closure of an income tax audit and the  closure of  open tax  years  in fiscal 2007. The Company  had
accrued $0.1 million and $1.7 million  for the payment  of interest related to  unrecognized tax  positions
at the end of fiscal 2009 and 2008, respectively.

The tax years 2004 through 2009 remain  open to examination by the  major taxing jurisdictions to

which  the Company is subject. The Company’s 2005 through 2008  federal income tax returns are under
examination by the U.S. Internal Revenue Service. Although the  outcome  of tax  audits is always
uncertain, the Company believes that  the  results of the examination will not materially affect its
financial position or results of operations.

F-37

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements  (Continued)
January 2, 2010

17. Segment Information

The Company has one operating segment, mixed-signal analog intensive ICs,  consisting of

numerous product areas. The Company’s chief  operating decision maker is considered to be its Chief
Executive Officer. The chief operating decision maker allocates resources and assesses performance of
the business and other activities at the operating segment  level.

Revenue is attributed to a geographic  area  based on the end customer’s  shipped-to location.  The

following summarizes the Company’s revenue by geographic area (in thousands):

Year Ended

January 2,
2010

January 3,
2009

December 29,
2007

United States . . . . . . . . . . . . . . . . . . . . . . . . . .
China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
South Korea . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taiwan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rest of world . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 54,065
105,509
91,974
68,320
121,152

$ 51,829
94,779
56,364
79,351
133,307

$ 43,743
79,261
36,571
83,176
94,710

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$441,020

$415,630

$337,461

The following summarizes the Company’s property  and equipment, net  by  geographic area (in

thousands):

United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Singapore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rest of world . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$22,528
3,739
1,518

$24,895
3,453
2,148

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$27,785

$30,496

January 2,
2010

January 3,
2009

18. Headquarter Relocation Costs

In fiscal  2006, the Company relocated most  of  its  Austin, Texas employees to a  new corporate

headquarters. In fiscal 2007, the Company  relocated the remainder of its Austin employees to its
headquarters. The Company recorded $3.8 million  for  the expected costs related  to  vacating certain
leased facilities in the ‘‘selling, general and administrative’’ line of the Consolidated Statements of
Income. The following table summarizes  the accrued  relocation costs activity (in thousands):

Fiscal Year

Balance at
Beginning
of Year

Additions
Charged to
Expenses

Deductions(1)

Balance at
End of Year

2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 986
2,618
2,261

$ —
—
704

$ 916
1,632
347

$

70
986
2,618

(1) Deductions represent lease and brokerage commission payments.

F-38

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements  (Continued)
January 2, 2010

19. Subsequent Events

The Company evaluates events and transactions that  occur after the balance sheet date as
potential subsequent events. This evaluation was performed through February 10, 2010, the date on
which  the Company’s financial statements were  issued.

F-39

Supplementary Financial Information  (Unaudited)

Quarterly financial information for fiscal 2009 and 2008  is as  follows. The first quarter of fiscal

2008 had 14 weeks. All other quarterly periods reported here had 13 weeks (in thousands, except per
share amounts):

Fiscal 2009

Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$127,190
83,260
26,078

$125,913
81,035
26,539
$ 40,251(2) $ 22,439

Fourth
Quarter

Third
Quarter

Second
Quarter

$104,216
64,781
12,726
9,730

$

First
Quarter

$83,701
50,678
1,167
671

$

Earnings per share:

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$
$

0.88
0.84

$
$

0.50
0.47

$
$

0.22
0.21

$
$

0.02
0.01

Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Earnings per share:

Fourth
Quarter

$ 99,348
60,096
7,088
6,324

$

Fiscal 2008

Third
Quarter

Second
Quarter

$104,620
$113,483
66,033
69,309
7,334(1)
18,169
1,154(1) $ 14,643

$

First
Quarter

$98,179
60,347
11,065
$10,814

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$
$

0.14
0.14

$
$

0.02
0.02

$
$

0.30
0.29

$
$

0.21
0.21

(1) Includes a charge for in-process research and development costs in connection  with our acquisition

of Integration Associates.

(2) Includes a benefit related to the  resolution of prior  year uncertain  tax benefits.

F-40

Supplementary Financial Information
to the Annual Report

Appendix I. Reconciliation of GAAP
to Non-GAAP Financial Measures

[This Page Intentionally Left Blank]

Appendix I: Supplemental Financial  Information (Unaudited)

The non-GAAP financial measurements provided below do not replace the presentation  of  Silicon
Laboratories’ GAAP financial results. These measurements merely provide supplemental information to
assist investors in analyzing Silicon Laboratories’ financial position and results of operations;  however,
these measures are not in accordance with, or  an alternative to, GAAP and  may be different from
non-GAAP measures used by other companies.  We  are providing this information  because it may
enable investors to perform meaningful  comparisons of operating results, and more  clearly  highlight the
results of core ongoing operations.

Reconciliation of GAAP to Non-GAAP  Financial Measures
(In thousands, except per share data)

Non-GAAP Income
Statement Items

Revenues . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross margin . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . .

Non-GAAP Income
Statement Items

Revenues . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross margin . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . .

Non-GAAP Income
Statement Items

Revenues . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross margin . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . .

Non-GAAP Income
Statement Items

Revenues . . . . . . . . . . . . . . . . .
Gross margin . . . . . . . . . . . . . .
Operating income . . . . . . . . . . .

GAAP
Measure

$83,701
50,678
1,167

Three Months Ended
January 2, 2010

GAAP
Percent of
Revenue

Stock
Compensation
Expense

Non-GAAP
Measure

Non-GAAP
Percent  of
Revenue

65.5%
20.5%

$

315
11,798

$83,575
37,876

65.7%
29.8%

Three Months Ended
October 3, 2009

GAAP
Percent of
Revenue

Stock
Compensation
Expense

Non-GAAP
Measure

Non-GAAP
Percent  of
Revenue

64.4%
21.1%

$

375
11,177

$81,410
37,716

64.7%
30.0%

Three Months Ended
July 4, 2009

GAAP
Percent of
Revenue

Stock
Compensation
Expense

Non-GAAP
Measure

Non-GAAP
Percent  of
Revenue

62.2%
12.3%

$

372
10,851

$65,153
23,577

62.5%
22.6%

GAAP
Measure

$127,190
83,260
26,078

GAAP
Measure

$125,913
81,035
26,539

GAAP
Measure

$104,216
64,781
12,726

Three Months Ended
April 4, 2009

GAAP
Percent of
Revenue

Stock
Compensation
Expense

Termination
Costs  and
Impairments

Non-GAAP
Measure

Non-GAAP
Percent of
Revenue

60.5%
1.4%

$

395
10,149

$ 10
821

$51,083
12,137

61.0%
14.5%

Unaudited Reconciliation of GAAP to  Non-GAAP Financial Measures
(In thousands, except per share data)
(Continued)

Non-GAAP Diluted
Earnings Per Share

Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted shares outstanding . . . . . . . . . . . . . . . . . . . . . .
Diluted earnings per share . . . . . . . . . . . . . . . . . . . . . .

Non-GAAP Diluted
Earnings Per Share

Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted shares outstanding . . . . . . . . . . . . . . . . . . . . . .
Diluted earnings per share . . . . . . . . . . . . . . . . . . . . . .

Non-GAAP Diluted
Earnings Per Share

Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted shares outstanding . . . . . . . . . . . . . . . . . . . . . .
Diluted earnings per share . . . . . . . . . . . . . . . . . . . . . .

GAAP
Measure

$40,251
47,786
0.84

$

GAAP
Measure

$22,439
47,322
0.47

$

GAAP
Measure

$ 9,730
45,975
0.21

$

Non-GAAP Diluted
Earnings Per Share

Net Income . . . . . . . . . . . . . . . . . . . . . . .
Diluted shares outstanding . . . . . . . . . . . .
Diluted earnings per share . . . . . . . . . . . .

GAAP
Measure

$

$

671
45,083
0.01

Three Months Ended
April 4, 2009

Stock
Compensation
Expense

Termination
Costs and
Impairments

$8,641
—

$732
—

Three Months Ended
January 2, 2010

Stock
Compensation
Expense

$10,234
—

Non-GAAP
Measure

$50,485
47,786
1.06

$

Three Months Ended
October 3, 2009

Stock
Compensation
Expense

$9,484
—

Non-GAAP
Measure

$31,923
47,322
0.67

$

Three Months Ended
July 4, 2009

Stock
Compensation
Expense

$9,394
—

Non-GAAP
Measure

$19,124
45,975
0.42

$

Non-GAAP
Measure

$10,044
45,083
0.22

$

2 0 0 9 D i r e c t o r s

NAV S. SOOCH 
Chairman, Silicon Laboratories  

NECIP SAYINER, PHD 
President and Chief Executive Officer,  
Silicon Laboratories

DAVID R. WELLAND 
Vice President and Fellow,  
Silicon Laboratories

HARVEY B. CASH 
InterWest Partners,  
General Partner

NELSON C. CHAN

ROBERT TED ENLOE, III  
Balquita Partners, Ltd.,  
Managing General Partner 

kRISTEN M. ONkEN

LAURENCE G. WALkER, PHD 

WILLIAM P. WOOD 
Silverton Partners, 
General Partner

c U r r e n t   
e x e c U t i v e of f i c e r s

NECIP SAYINER, PHD 
President and Chief Executive Officer

WILLIAM G. BOCk 
Senior Vice President and  
Chief Financial Officer

JONATHAN IVESTER 
Senior Vice President  
of Worldwide Operations

kURT HOFF 
Vice President of Worldwide Sales

PAUL V. WALSH JR. 
Vice President and  
Chief Accounting Officer

c o r p o r at e  i n f o r m at i o n

Stock listing: Common stock  
traded on NASDAQ®

SYMBOL: 
SLAB

LEGAL COUNSEL 
DLA Piper US LLP 
401 Congress Avenue, Suite 2500 
Austin, TX 78701

INDEPENDENT REGISTERED PUBLIC 
ACCOUNTING FIRM 
Ernst & Young LLP 
401 Congress, Suite 1800 
Austin, TX 78701

t r a n s f e r a g e n t   
a n D r e g i s t r a r

American Stock Transfer & Trust Company 
59 Maiden Lane 
Plaza Level  
New York, NY 10038 
800-937-5449

STOCk DATA  
As of January 31, 2010, there were 137 
holders of record of the Company’s  
Common Stock. 

The following tables set forth for the  
periods indicated, the record of high and  
low per share prices of the Company’s  
Common Stock as reported by the NASDAQ.

Q1 2009

Q2 2009

Q3 2009

Q4 2009

HIGH

$28.13

$39.29

$49.08

$49.06

LOW

$20.40

$26.19

$34.59

$40.56

ANNUAL MEETING 
The Silicon Laboratories Inc. annual meeting  
will be held on Thursday, April 22, 2010 at  
9:30am Central Time at the Lady Bird Johnson  
Wildflower Center, 4801 La Crosse Avenue, 
Austin, TX 78739.

INVESTOR RELATIONS 
For more information about Silicon 
Laboratories, please visit our website  
at www.silabs.com, or contact:

Investor Relations 
Silicon Laboratories Inc. 
400 W. Cesar Chavez 
Austin, TX 78701 
512-464-9254 
investor.relations@silabs.com

OPTIONS 
The Company’s options are traded on the 
Chicago Board Option Exchange and the 
American Stock Exchange.

Design by Frank+Victor Design, Austin, TX.  
www.frankandvictor.com 

 
 
 
 
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