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Silicon Laboratories

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FY2013 Annual Report · Silicon Laboratories
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2013 was a year of innovation and exceptional 
opportunity — we're ready for what's next 

SILICON L ABS 2013 ANNUAL REPORT

SILICON LABS 

400 WEST CESAR CHAVEZ 

AUSTIN, TEXAS 78701

512-416-8500  |  WWW.SILABS.COM

TO OUR SHAREHOLDERS:

Silicon Labs exited 2013 with growing momentum, 
achieving  record  revenue  of  $580  million  for  the 
year.  We  expanded  our  Broad-based  portfolio, 
which  now  represents  about  half  of  our  revenue, 
grew our market-leading position in Broadcast, and 
introduced important new microcontroller, wireless, 
sensor, timing, isolation and video products, which 
we  believe  will  serve  as  growth  engines  for  2014  
and beyond.

The  proliferation  of  cloud  computing  and  other 
data-intensive  services  is  also  driving  explosive 
demand  for  Internet  bandwidth  and  the  related 
networking  and  communications  infrastructure. 
Timing  devices,  ranging  from  clock  generators  to 
frequency control devices, are essential components 
for  high-speed  networking  equipment  as  well  as 
virtually all electronic products, from digital cameras 
and set-top boxes to home gateways and routers. 

For a number of years, we have aligned our Broad-
based product development to address three key 
trends: the rapid growth of the Internet of Things 
(IoT),  the  need  for  greater  energy  efficiency,  and 
the continuing demand for higher bandwidth and 
Internet  infrastructure.  To  support  this  strategy, 
we  broadened  our  embedded  portfolio  for  the 
IoT  in  2013  with  the  strategic  acquisition  of 
Energy Micro, and we launched our first CMEMS™  
products, which reaffirmed our ability to develop 
highly  integrated,  single-chip  solutions  based  on 
disruptive technologies. 

Silicon Labs is a leading supplier of timing products, 
which  represent  a  promising  growth  area.  We 
continue to invest in our diverse timing portfolio 
and have established ourselves as a market leader 
in high-performance clocking and frequency control 
solutions.  In  addition,  our  new  CMEMS  oscillator 
family is driving strong customer interest, especially 
in cost-sensitive, high-volume industrial, embedded 
and  consumer  electronics  applications,  where  it 
makes  sense  to  replace  quartz-based  oscillators 
with  more  reliable  MEMS-based  frequenc y  
control solutions.

At  the  2014  Consumer  Electronics  Show,  keynote 
speakers and industry leaders proclaimed 2014 will truly 
be “the year of the Internet of Things.” Google’s widely 
publicized plans to acquire smart thermostat maker, 
Nest, for $3.2 billion further underscores the strength of 
the IoT market and the high value of connected devices 
that enhance our comfort, convenience, security, health, 
fitness and energy savings.

With our leading software capabilities and portfolio 
of  energy-friendly  microcontroller,  wireless  and 
sensor integrated circuits (ICs), Silicon Labs is very 
well positioned to deliver system-level solutions for 
the IoT. We are shipping low-energy 8- and 32-bit 
microcontroller,  ZigBee®  and  sub-GHz  wireless 
connectivity and sensor products into a wide range  
of  IoT  applications  including  smart  thermostats, 
smart  meters,  home  automation,  lighting  control, 
security and surveillance systems, personal medical 
devices, smart watches and fitness trackers. 

The global demand for energy efficiency is spurring 
the  development  of  connected  devices  that  tap 
the power of the Internet to capture, analyze and 
communicate data in ways that reduce energy and 
resource consumption. Continued deployment of 
smart grid and smart energy infrastructure is driving 
strong  demand  for  energy-efficient  processing, 
standards-based wireless connectivity and a variety  
of sensors.

We  are  very  pleased  with  our  performance  in 
Broadcast,  which  delivered  record  revenue  in 
2013, driven by the success of our silicon TV tuner 
solutions and continuing adoption of our automotive 
radio  products.  In  2013,  we  increased  our  share 
to more than 45 percent of the overall TV market. 
Looking  forward,  we  will  continue  to  diversify 
our Broadcast revenue as we expand our market 
share. Strong design win activity in our digital video 
broadcast demodulators for TVs and set-top boxes, 
and multi-tuner adoption in higher end products will 
drive further market share gains to more than half of 
the overall TV market in 2014. In addition to shipping 
silicon tuners to nine out of the world’s top ten TV 
makers, we are now supplying tuners to four out of 
the top five TV makers in China. 

We also look forward to another year of meaningful 
growth  in  automotive  radios  as  we  continue  to 
penetrate  that  market  with  our  comprehensive 
portfolio  of  best-in-class  AM/FM  tuner  solutions 
scaling from entry level to high performance. We are 
now supplying radio solutions to Tier 1 automotive 
infotainment suppliers around the world, in addition 
to achieving success in the automotive aftermarket. 
Offering industry-leading solutions for single- and 
multi-tuner  designs  and  digital  radio,  we  are 
aggressively growing our market share in the $300 
million automotive radio IC market. 

Silicon Labs is a global leader in the innovation of mixed-signal integrated circuit (IC) technology bridging the analog 

world we live in and the digital world of computing. The company applies its renowned design expertise to develop 

proprietary analog-intensive, mixed-signal ICs that 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 1,300 

patents issued or pending. Based in Austin, Texas, Silicon Labs’ common stock is traded on the NASDAQ® exchange 

under the ticker symbol “SLAB.”

2013 DIRECTORS

NAV S. SOOCH 

Chief Executive Officer,  

Ketra 

TYSON TUTTLE 

Chief Executive Officer,  

Silicon Labs 

WILLIAM G. BOCK

President, 

Silicon Labs

DAVID R. WELLAND

Vice President and Fellow,  

Silicon Labs

ALF-EGIL BOGEN 

Chief Executive Officer, 

Novelda AS 

HARVEY B. CASH

General Partner,  

InterWest Partners 

ROBERT TED ENLOE, III 

Managing General Partner, 

Balquita Partners, Ltd. 

JACK LAZAR

Chief Financial Officer, 

GoPro

LAURENCE G. WALKER, PHD 

BILL WOOD

General Partner, 

Silverton Partners

EXECUTIVE OFFICERS

TYSON TUTTLE

Chief Executive Officer

WILLIAM G. BOCK

President

JOHN HOLLISTER

Senior Vice President and  

Chief Financial Officer 

KURT HOFF

Senior Vice President of  

Worldwide Sales

JONATHAN IVESTER

Senior Vice President  

of Strategic Operations 

CORPOR ATE INFORMATION

Stock listing: common stock traded  

on NASDAQ

SYMBOL

SLAB

OPTIONS

The Company’s options are traded on the 

Chicago Board Option Exchange and the 

American Stock Exchange.

LEGAL COUNSEL

DLA Piper US LLP 

401 Congress Avenue, Suite 2500 

Austin, Texas 78701

INDEPENDENT REGISTERED PUBLIC 

ACCOUNTING FIRM

Ernst & Young LLP 

401 Congress Avenue, Suite 1800 

Austin, Texas 78701

American Stock Transfer & Trust Company 

TR ANSFER AGENT  

AND REGISTR AR

59 Maiden Lane 

Plaza Level  

New York, New York 10038 

800-937-5449

As of January 21, 2014, there were 42,826,583 

shares outstanding, and 111 shareholders  

STOCK DATA 

of record. 

The following table shows the record high  

and low per share prices of the Company’s 

common stock as reported by the NASDAQ  

for the periods.

Q1

Q2

Q3

Q4

HIGH

$47.41

$44.00

$46.21

$44.19

LOW

$39.65

$38.04

$38.16

$37.57

ANNUAL MEETING

The Silicon Laboratories Inc. annual meeting 

will be held on Tuesday, April 15, 2014 at 9:30 

am Central Time at the Lady Bird Johnson 

Wildflower Center, 4801 La Crosse Avenue,  

Austin, Texas, 78739.

INVESTOR RELATIONS

For more information about Silicon Labs, 

please visit our website at www.silabs.com,  

or contact:

Investor Relations 

Silicon Labs Inc. 

400 West Cesar Chavez 

Austin, Texas 78701 

512-416-8500 

investor.relations@silabs.com 

 
 
 
 
We are well-positioned in growth markets such as 
the Internet of Things, smart energy and Internet 
infrastructure, with very little exposure to the handset 
business. There is growing momentum in the number 
of  new  opportunities  in  our  target  markets,  and 
our ability to meet those opportunities continues 
to expand. 

We appreciate your investment in Silicon Labs. Our 
future  is  exciting  as  we  continue  to  build  a  high-
quality business.

Tyson Tuttle
Chief Executive Offi  cer

Nav Sooch
Chairman

FINANCIAL HIGHLIGHTS 

In  2013,  the  Company  experienced  significant 
grow th  across  a  number  of  it s  s trategically 
important Broad-based and Broadcast product 
lines,  with  expec ted  declines  from  cer t ain 
Access  and  handset-based  products.  Revenue 
of  $580  million  grew  three  percent  from  2012. 
Operating expenses increased in the second half 
of the year with the acquisition of Energy Micro.

Silicon  L abs  was  founded  on  principles  of 
conser vative  f inancial  management,  and  has 

shown impressive operating performance through 
semiconductor cycles. As a result, the company’s 
cash flow from operations has been positive for 
nearly every quarter since it went public in 2000. 
Strong cash generation enabled the company to 
fund the acquisition of Energy Micro as well as 
repurchase approximately $26 million in shares. The 
company ended the year with nearly $300 million in 
cash, cash equivalents and investments.

NON-GAAP FINANCIALS* IN THOUSANDS, EXCEPT PER SHARE DATA

REVENUE IN MILLIONS 

Q1

Q2

Q3

Q4

FY2013

REVENUE
   % GROWTH 

$145,375
-4.6% 

$141,543
-2.6%

$146,933
3.8%

$146,236
-0.5%

$580,087
3.0%

$580

$563

$493

$492

 GROSS MARGIN

$88,015

$89,426

$89,775

$89,554

$356,770

   % OF REVENUE 

60.5% 

63.2%

61.1%

61.2%

61.5%

$441

$416

R&D

$30,707

$31,798

$33,716

$34,525

$130,746

   % OF REVENUE

21.1%

22.5%

22.9%

23.6%

22.5%

SG&A

$27,559

$26,790

$29,763

$27,685

$111,797

   % OF REVENUE

18.9%

18.9%

20.3%

18.9%

19.3%

 OPERATING EXPENSES 

$58,266

$58,588

$63,479

$62,210

$242,543

   % OF REVENUE

40.0%

41.4%

43.2%

42.5%

41.8%

OPERATING INCOME 

$29,749

$30,838 

$26,296

$27,344

$114,227

   % OF REVENUE

20.5%

21.8%

17.9%

18.7%

19.7%

NET INCOME 

   % OF REVENUE

EPS

$27,233

$23,311

$19,816

$21,396

$91,756

18.7%

$0.63 

16.5%

$0.54 

13.5%

$0.45

14.6%

$0.49

15.8%

$2.11

FY08

FY09

FY10

FY11

FY12

FY13

*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 diff er materially. Risk factors that could cause actual results 
to diff er are set forth in the “Risk Factors” section and throughout our 2013 Form 10-K, which is included in this Annual Report.

S I L I C O N L A B S 2 0 1 3 A N N U A L  R E P O R T
S I L I C O N L A B O R AT O R I E S 2 0 1 3 A N N U A L  R E P O R T /  1

The smartphone was big —
the Internet of Things is going to 
be a whole lot bigger

The Internet has transformed numerous industries and created new markets. In the next phase of development, the 
Internet is positioned to do much more. Industry leaders predict that the number of Internet-connected devices will 
surpass 15 billion nodes by 2015 and top 50 billion by 2020. Most of these devices will not be traditional PCs, servers or 
even smartphones but smaller, cheaper, simpler embedded devices. This growing web of connected devices — known 
as the Internet of Things (IoT) — includes smartphones, tablets, TVs, gaming consoles, home appliances, security 
systems, smart thermostats, smart meters, personal fi tness trackers, portable medical devices, smart watches, and 
many other products.

DESKTOP INTERNET

1+ BILLION 
DEVICES 

MOBILE INTERNET

10+ BILLION
DEVICES 

INTERNET OF THINGS

50+ BILLION 
DEVICES  

THE NEXT WAVE OF CONNECTED 
DEVICES FOR THE IoT WILL 
REQUIRE WIRELESS SOLUTIONS 
AND A PROFUSION OF 
LOW-COST, HIGHLY ACCURATE 
SENSORS THAT DELIVER 
INVALUABLE DATA TO HELP 
MAKE OUR LIVES EASIER, 
SAFER, HEALTHIER AND MORE 
ENJOYABLE.

According to the Department of Energy, 
HVAC systems account for about half of the 
energy consumption in U.S. homes.

A PROPERLY PROGRAMMED 
THERMOSTAT CAN HELP HOMEOWNERS 

SAVE 20% 

ON THEIR HEATING AND 
COOLING BILL

Connected fi tness monitors can 
track heart rate, steps taken, and 
calories burned to help people 
improve their health.

A $19 BILLION 
INDUSTRY BY 2018

HOME 
SMART 
HOME

HOMES ARE BECOMING 
SMARTER BY USING EXISTING 
WIRELESS NETWORKS 
TO  ENABLE OWNERS TO 
CONTROL ANY CONNECTED 
DEVICE FROM VIRTUALLY 
ANYWHERE.

SECURITY SYSTEMS, 
THERMOSTATS, LIGHTING, 
SMOKE ALARMS, LEAK 
DETECTORS, TELEVISIONS 
AND SPRINKLER SYSTEMS 
ARE JUST A FEW OF THE 
MANY EXAMPLES OF HOW 
THE IoT IS MAKING THIS 
ALL POSSIBLE.

KEEPING OUR 
INFRASTRUCTURE  
RUNNING SMOOTHLY 
AND SAFELY 

Sensors in bridges, dams, buildings and 
environmental resources, like water, allow 
remote monitoring to provide valuable 
up-to-the-minute information, making our 
lives safer and more secure. 

FIGHTING 
FIRES 
BEFORE 
THEY START

Through better prediction 
of natural disasters, rescue 
resources can be more 
effi  ciently allocated, saving 
money, and even more 
importantly, lives. 

Firefi ghters are using low- 
energy wireless sensors to 
analyze current weather, 
climatic trends, and other 
factors to identify where fi res 
are most likely to occur and 
provide early warnings. 

BRIGHT LIGHTS. LESS ENERGY.

Cities and governments around the world are beginning to harness the power of the IoT to 
create smart power grids that dynamically and intelligently adapt to changing conditions 
and demands. In addition to signifi cantly reducing the number of power outages, savings 
could total $130 billion per year, or roughly one-third of our nation’s annual electric bill.

S I L I C O N L A B S 2 0 1 3 A N N U A L  R E P O R T

This is the power of 
ultra-low power

When it comes to smart thermostats, security sensors and other connected devices for the Internet 
of Things, less is more. Ultra-low power, smaller form factors and fewer components in a system 
are critical design consideration for IoT devices, many of which operate on batteries and connect 
to the Internet wirelessly. Silicon Labs off ers highly integrated, energy-friendly system solutions for 
the IoT that combine the industry’s most energy-effi  cient microcontrollers and wireless ICs with an 
array of environmental sensors. We are well positioned to enable the next wave of IoT connected 
devices with solutions that sip nanoamps of power and extend battery life from months to years.

We're ready for the 
wide world of wearables

MISFIT SHINE IS A PHYSICAL ACTIVITY MONITOR THAT YOU CAN WEAR 
ANYWHERE ON YOUR BODY AND TO ANY OCCASION.

The Shine represents a rapidly growing class of energy-sensitive, battery-
powered,  tiny-footprint  wireless  devices  for  which  our  energy-friendly 
EFM32™ Gecko MCUs are exceptionally well-suited.

OUR EFM32 MCU HELPS 
THE SHINE ACHIEVE BATTERY 
LIFE MEASURED IN MONTHS 
INSTEAD OF DAYS

THE WEARABLES MARKET 
IS EXPECTED TO REACH
56 MILLION UNITS BY 2017

 
What happened in 
Vegas has the potential 
to change everything 

4,300 

GUEST ROOMS

70,000 

BY HARNESSING THE INTERNET OF THINGS, THE ARIA HOTEL SETS THE 
GUEST EXPERIENCE STANDARD. USING ZIGBEE MESH NETWORKING 
TECHNOLOGY, GUESTS ARE TREATED TO THE UTMOST IN CONVENIENCE 
AND PERSONALIZED LUXURY. 

DEVICES SEAMLESSLY AND WIRELESSLY 
CONNECTED GIVE GUESTS  FULL 
CONTROL OF ALL IN ROOM SYSTEMS—
EVEN THE MINIBAR

The Internet of Things can be a life-enhancing experience. Check into the ARIA 
and see why. Upon entering your room, you’ll be greeted by an “automated 
welcome experience.” The lights gradually brighten, the drapes open and 
the TV automatically displays a list of easy-to-follow controls. Use the TV’s 
intuitively simple remote control and on-screen view to optimize the room 
environment for your personal comfort, from temperature and lighting to TV/
music programming, security and window drape control. You can even change 
the room privacy status with the touch of a button rather than slipping an 
old-fashioned “do not disturb” sign over the door knob. And you can schedule 
wake-up calls and request valet, housekeeping and room services with instant 
ease. Now imagine similar comfort, convenience and security features in your 
own home. That’s the power and the promise of the Internet of Things.

AC/HE ATING

LIGHTING

DOOR LOCK S

MEDIA

WINDOW 
SHADES

MINI BAR

 Every room has a touch-screen automation system 
which automatically adjusts curtains, turns off  
unused lights and electronics, and regulates the 
temperature when a guest enters or leaves the room. 
Besides giving guests unprecedented control, the IoT  
also helps the hotel achieve signifi cant savings.

SMART ROOMS LIKE THIS WILL 
BRING ABOUT MASSIVE CHANGES 
TO THE  BUILDING AUTOMATION 
AND CONTROLS MARKET WHICH 
IS EXPECTED TO REACH 

$49.5B 
BY 2018
We have the silicon, software and 
tools to help customers harness 
the Internet of Things in simple, 
scalable and energy-effi  cient ways.  

© Jeff  Goldberg/Esto      S I L I C O N L A B S 2 0 1 3 A N N U A L  R E P O R T
S I L I C O N L A B O R AT O R I E S 2 0 1 3 A N N U A L  R E P O R T /  5
S I L I C O N L A B O R AT O R I E S 2 0 1 3 A N N U A L  R E P O R T /  5

CMEMS™ is what's 
next in timing

In June 2013, Silicon Labs introduced the world’s fi rst crystal-less oscillator solution based on an 
innovative single-die manufacturing technology called CMEMS. This is an important innovation for 
the timing market. CMEMS oscillators are designed to replace quartz-based oscillators in high-volume, 
cost-sensitive applications where reliability, stability, size and cost are important. 

CMEMS demonstrates how our mixed-signal expertise allows us to solve very diffi  cult problems 
in large, established markets. Our ability to integrate using standard manufacturing processes 
enables us to deliver highly disruptive technologies time and time again. 

10
YEAR

10 YEAR 
OPER ATING LIFE

BEST-IN-CL ASS 
STABILIT Y OVER 
TEMPER ATURE   

2 WEEK LEAD TIMES  — 
THE INDUSTRY'S BEST

BUILT IN STANDARD 
HIGH-VOLUME CMOS 
FOUNDRIES  

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

FORM 10-K

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

SECURITIES EXCHANGE ACT OF  1934

For the  fiscal year ended December 28, 2013

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:1) 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:2)

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)

Smaller reporting company  (cid:2)

Non-accelerated filer  (cid:2)

Accelerated filer (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 (June 28, 2013)  was $1,639,157,249 (assuming, for this purpose, that only directors and officers are deemed
affiliates).

There  were 42,826,583  shares  of the registrant’s common stock issued and outstanding as of January 21, 2014.

Portions of the Proxy Statement for  the  registrant’s 2013 Annual Meeting of Stockholders are incorporated by reference

into Part III of this  Form 10-K.

DOCUMENTS INCORPORATED BY REFERENCE

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.
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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
12
27
27
27
27

28
30

31
44
45

45
45
45

46
49

49

49
49

50

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 ‘‘believe,’’ ‘‘estimate,’’ ‘‘expect,’’ ‘‘intend,’’ ‘‘anticipate,’’ ‘‘plan,’’ ‘‘project,’’ ‘‘will’’ 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 products addressing a
variety of markets, including communications, consumer,  industrial and automotive.

Our world-class, mixed-signal ICs leverage  standard complementary metal oxide  semiconductor
(CMOS), a low cost, widely available  process  technology. This enables smaller, more cost  effective  and
energy efficient solutions. 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

The pervasiveness of connectivity and the explosion in mobile  computing is driving semiconductor

consumption. Intelligence is being added  to  electronic systems to enable remote  monitoring, power
efficiency and an improved user experience. This in  turn  is increasing the demand  for bandwidth,
requiring more infrastructure to support higher  performance networks. The nearly ubiquitous
availability of Internet access and the  increasing intelligence  of  electronic devices and mobility are
enabling what is called the Internet of  Things (IoT), a term  that describes the exponential  increase in
IP-enabled devices connected to the Internet.

These trends are requiring more and  more  interaction 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 IC providers lack sufficient analog expertise to develop  compelling  mixed-signal ICs.  As a
result, manufacturers of electronic devices  value IC  providers that  can  supply them  with mixed-signal
solutions 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 solutions for  use in  a variety  of electronic products in a
broad range of applications including portable devices, AM/FM radios  and other  consumer electronics,
networking equipment, test and measurement  equipment, industrial monitoring  and control, home
automation and customer premises equipment. Our products integrate complex  mixed-signal functions
that are frequently performed by numerous discrete  components  in competing products into a single
chip  or  chipset. By doing so, we are  able  to create  products  that, when compared  to  many competing
products:

(cid:127) Require less printed circuit board (PCB) 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) Broad-based products, which include our microcontrollers  (MCUs), timing products  (clocks and

oscillators), power and isolation devices, and  sensors;

(cid:127) Broadcast products, which include our broadcast audio and video  products; and

(cid:127) Access products, which include our Voice over  IP (VoIP) products, embedded modems and our

Power over Ethernet (PoE) devices.

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

we have introduced to customers:

Product Areas and Description

Broad-based Products

Microcontrollers

We  offer a family of products ideal for  embedded systems  that
include, 8-bit mixed-signal microcontrollers, 32-bit  wireless
MCUs and ultra low-power 32-bit MCUs based  on scalable,
ARM(cid:4) Cortex-M0/M3/M4 cores, as well as peripheral devices
such as our EZRadio(cid:4) family of fully integrated, low power
transceivers. These products generally  integrate intelligent data
capture, high performance processing, and communication
interfaces in a single system on a chip.  This family  of  products
addresses a variety of end-markets, including  the IoT,
automotive, communications, consumer, industrial, medical and
power management markets.

Applications

(cid:127) Connected devices for the IoT
(cid:127) Home automation
(cid:127) Security systems
(cid:127) Smart energy
(cid:127) Automotive sensors and

controls

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

measurement  equipment
(cid:127) Industrial automation and

control

(cid:127) Consumer electronics
(cid:127) Wearables
(cid:127) Computer peripherals
(cid:127) White goods
(cid:127) Smart metering
(cid:127) Remote controls

3

Product Areas and Description

Applications

Timing  Devices

Our Timing devices leverage our DSPLL(cid:4) and MultiSynth
technologies to offer frequency agile, extremely low  jitter clock
and oscillator products. Our patented  CMEMS(cid:4) technology
integrates microelectromechanical system (MEMS)  resonators
with CMOS timing circuits to eliminate the  need  for discrete
quartz resonators that have traditionally been required in
solutions like crystal based oscillator  devices. Our CMEMS
based oscillators are in the early stages of adoption and compete
against bulky, expensive and less reliable  quartz solutions. We
also offer a full line of low jitter clock buffers that are  often
used with our clock and oscillator offerings  to  a build a  timing
subsystem.

Power and Isolation Products

(cid:127) Networking equipment
(cid:127) Telecommunications
(cid:127) Wireless base stations and

backhaul

(cid:127) Test and measurement

equipment

(cid:127) Broadcast video systems
(cid:127) HDTV cameras
(cid:127) High-speed data acquisition
(cid:127) Optical networking
(cid:127) Servers and storage systems

Our isolation techniques enable customers to meet safety
standards for isolation and solve noise  issues. Products include
multi-channel isolators and isolated drivers that simplify design,
minimize noise emissions, and reduce  system cost.

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

acquisition

(cid:127) Isolated DC-DC supplies
(cid:127) Electronic ballasts for lighting
(cid:127) Solar power inverters

Sensors

Our sensor products include optical,  proximity sensors, ambient
light  sensors and relative humidity (RH) / temperature sensors.
These devices leverage our mixed-signal capability to provide
high accuracy, quicker response time and lower  power
consumption than competing parts.

(cid:127) Smart home applications
(cid:127) Industrial controls
(cid:127) Toys and consumer electronics
(cid:127) Consumer health & fitness
(cid:127) Monitors and lavatory controls

Broadcast Products

Broadcast Radio Receivers and Transmitters

Our AM and FM receivers deliver the  entire  tuner from antenna
input to audio output in a single chip.  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.

(cid:127) Automotive infotainment

systems

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

4

Product Areas and Description

Video Tuners and Demodulators

Our complete, globally-compliant hybrid TV  tuners with analog
TV  demodulator in a single CMOS IC leverage our proven
digital low-IF architecture and exceed  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/T2,
DVB-S/S2, and/or DVB-C/C2 in a single chip and are ideal for
equipment receiving digital terrestrial, satellite  and/or cable
services.

Access Products
ProSLIC(cid:4) Subscriber Line Interface Circuits for VoIP

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 offerings  include short-haul
applications suitable for the customer  premises  as well as
long-haul applications suitable for the traditional telephone
company central office.

ISOmodem(cid:4) Embedded Modems

The ISOmodem embedded modems  leverage  innovative silicon
direct access arrangement (DAA) technology and  a digital signal
processor to deliver a globally compliant, very small analog
modem for embedded applications.

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) Voice over broadband modems

and terminal adapters
(cid:127) VoIP residential gateways
(cid:127) Wireless local loop remote

access systems

(cid:127) PBXs
(cid:127) Wired long loop and central

office systems

(cid:127) Fax machines and multi-

function printers

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

Power over Ethernet

Our Power over Ethernet power source  equipment and powered
device ICs offer highly differentiated  solutions with a  reduced
total bill of materials (BOM) and improved  performance and
reliability. Our solutions also offer a  higher  level of integration
not available with competing solutions.

(cid:127) Networking routers and

switches

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

(RFID) tag readers

(cid:127) POS terminals
(cid:127) Security cameras

5

During  fiscal 2013, 2012 and 2011, sales  of  our mixed-signal products accounted for substantially

all of our revenue. The following summarizes  our revenue by product  category  (in  thousands):

Broad-based . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Broadcast . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Access . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$281,777
199,837
98,473

$270,098
186,067
107,129

$208,697
169,548
113,380

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

$580,087

$563,294

$491,625

Fiscal Year

2013

2012

2011

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.

Two of our distributors, Edom Technology and  Avnet, represented  21%  and 11% of our revenues
during fiscal 2013, respectively. No other  distributor accounted for 10% or  more of revenues for  fiscal
2013.

During  fiscal 2013, our ten largest end  customers accounted for  41%  of  our revenues.  We had one

customer, Samsung, whose purchases across a variety of  product areas  represented  15% of our
revenues during this period. Our major customers include  Alcatel, Cisco,  Harman Becker,  Huawei, LG
Electronics, Pace, Samsung, Technicolor, Varian Medical  Systems and ZTE.

We  maintain numerous sales offices in North  America, Europe and  Asia. Revenue  is attributed to

a geographic area based on the shipped-to location. The  percentage of our revenues derived  from
outside of the United States was 88% in fiscal  2013. For  further  information regarding our  revenues
and long-lived assets by geographic area, see  Note 18, Segment Information, to the Consolidated
Financial Statements.

Our direct sales force is comprised of a number of sales professionals who  possess varied levels of

responsibility and experience, including directors, country managers, regional  sales  managers, district
sales managers, strategic account managers, field sales engineers  and  sales representatives.  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
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

6

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 to market. A design-win occurs  when a customer has designed our ICs
into its  product architecture and ordered product from us. 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. 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.

Research and Development

Through our research and development efforts, we leverage 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 we have attracted many of the best  engineers in  our industry.  We believe that reliable  and
precise analog and mixed-signal ICs  can only be developed by teams of 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  just one example of  a critical activity requiring
experience and know-how to enable the rapid release of a  new product for commercial success. We
have accumulated a vast set of trade  secrets that allow us to pursue innovative approaches to mixed-
signal problems that are difficult for  competitors to duplicate. We highly value  our engineering talent
and strive to maintain a very high bar  when bringing  new recruits to the company.

Research and development expenses were $157.8  million,  $138.0 million and  $136.0 million in fiscal

2013, 2012 and 2011, 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 helps 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 and RF design expertise in CMOS;

7

(cid:127) Digital signal processing, firmware and system  design expertise;

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

(cid:127) Software 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 and RF Design Expertise in CMOS

We  believe that our most significant  core competency is world-class analog and RF design
capability. Additionally, we strive to design substantially all of  our ICs in standard  CMOS processes.
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
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.

Digital Signal Processing, Firmware and System Design Expertise

We  consider the partitioning of a circuit to be a proprietary and  creative design  technique. Deep

systems knowledge allows us to use our digital signal processing (DSP)  design expertise  to  maximize
the price/performance characteristics  of  both the analog  and digital functions and  allow  our  ICs to work
in an optimized manner to accomplish  particular tasks. Generally, we attempt  to  move analog functions
into the digital domain as quickly as  possible, creating  system efficiencies  without compromising
performance. These patented approaches  require our advanced  DSP and systems expertise. We  then
leverage  our firmware know-how to change  the ‘personality’ of our devices, optimizing features and
functions needed by various markets we serve.  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. Firmware has enabled us  to  rapidly expand  the  portfolio to address multiple markets
without substantial silicon changes, including shortwave, longwave, analog  tuned, digital tuned and even
high performance HD-capable automotive radios.

Microcontroller and System on a Chip Design  Expertise

We  have 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.

8

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.

Software  Expertise

Our software expertise allows us to develop  products for markets where intelligent data capture,
high-performance processing and communication are increasingly important product  differentiators.  The
software we have developed to address  these markets enable machine-to-machine communications,
providing intelligence to electronic systems.  Our products integrate  high-performance, low-power
wireless and microcontroller ICs with reliable and scalable software into  a flexible and  robust
networking platform.

The demand for low-power, small-footprint  wireless  technology is accelerating as  more and  more

IP-enabled end points are being connected to the Internet of Things (IoT). Our software enables a
broad range of power-sensitive applications for the IoT, including smart energy, home automation,
security and other connected products.  We believe that the combination  of  our  software and  IC design
expertise differentiates us from many  of our competitors.

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 industrial applications  and telecom

networks;

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

(cid:127) Integration, which enables the elimination of discrete components  in a system; 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.

Manufacturing

As a fabless semiconductor company, 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 with Taiwan  Semiconductor Manufacturing Co.  (TSMC) or  its  affiliates  to
manufacture the majority of 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.

9

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 2013,  most 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  substantial  during fiscal 2014.

Backlog

As of December 28, 2013, our backlog was  approximately $109.9 million,  compared to
approximately $105.8 million as of December 29, 2012. 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
our  markets and the need for customers to redesign their products and modify their  software to
implement our ICs in their products.

Due to our diversified product portfolio and the numerous markets and applications we serve, we

target a relatively large number of competitors. We compete with Analog  Devices, Atmel,  Conexant,
Cypress,  Epson, Freescale, IDT, Lantiq, Maxim Integrated Products, MaxLinear, Microchip,  Microsemi,
NXP Semiconductors, Renesas, Sony Semiconductor, STMicroelectronics, Texas Instruments, Vectron
International 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. We could also face competition from

10

module makers or other systems suppliers that may include  mixed-signal components in  their products
that could eliminate the need for our  ICs.

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 December 28, 2013, we  had approximately 1,105 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.

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.

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.

11

Employees

As of December 28, 2013, we employed 1,060 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 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.

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;

12

(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;

(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 consumer electronics,  for example,  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 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 develop or acquire  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;

13

(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.
Research and development expense during  fiscal  2013 was $157.8  million,  or 27.2% 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  2013, our ten largest
customers accounted for 41% of our 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

14

(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 or suppliers 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 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  or  suppliers. 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 or manufacturing 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.

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 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;

15

(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.

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.

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

16

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.

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.

17

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
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.

We  monitor the financial condition of our third-party  foundries and subcontractor partners. In
April 2013, we received notice that Telefunken Semiconductors GmbH &  Co (TSG), a wafer supplier
for our  high-voltage products, had filed  an  insolvency proceeding  in Germany. Between April 2013 and
December 3, 2013, the operations of  TSG  were  managed by a trustee appointed by the German
bankruptcy court. On December 3, 2013, all of  the saleable assets  of  TSG  were purchased by
Donauplaza GmbH. Donauplaza is now  operating the former  foundry of TSG and supplying  wafers to
us.

We  do not have a history of working  with Donauplaza. Donauplaza’s ability to successfully operate

a wafer foundry is unknown. If Donauplaza  is unable to successfully continue the  operations  of  TSG,
the supply of the wafers provided to us by Donauplaza could be reduced  or discontinued. We  have
accumulated a supply of inventory of  the affected products based on the  possibility of a reduction or
discontinuation of  supply. We are qualifying a new vendor as  an alternative source for  such wafers. If
there is a disruption in the supply of wafers and if  the time required for qualification  of a new  vendor
by us or by our customers and their end-customers takes longer than expected, we  might not be able  to
fulfill demand for such products. Any reduction  in the supply for these products could significantly
reduce our revenues, which would adversely  affect our operating results.

18

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  substantial international activities, which  subjects us to  additional  business risks including  logistical
and financial complexity, political instability  and currency fluctuations

We  have established international subsidiaries and have opened offices in  international markets to

support our 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  outside of the  United
States was 88% during fiscal 2013. 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) 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;

(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. Similarly, a decrease
in the value of the U.S. dollar could reduce our buying  power with respect  to  international suppliers.

19

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;

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

(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

20

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 could harm our financial condition

Any disposition of a product line would 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

line;

(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;

(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;

21

(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 most of our other foundry,  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, tsunamis, 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
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

22

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. Additionally, we  are  beginning  to  utilize microelectromechanical systems
(MEMS) in certain of our timing products  rather than the pure CMOS manufacturing process that we
have traditionally utilized. We have less  operating history  with MEMS IC design and  MEMS  IC
manufacturing  processes.  If  we  are  unable  to  successfully  execute  the  design  and  product  qualification
of  MEMS-based  products  we  may  encounter  lower  yields  and  reduced  manufacturing  capacity.

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

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.

Our debt could adversely affect our operations and  financial  condition

We  believe we have the ability to service our debt  under our credit facilities, but  our  ability  to
make the required payments thereunder when  due depends upon our future performance, which will be
subject to general economic conditions,  industry cycles and other  factors affecting our operations,
including risk factors described under this  Item 1A, many of which are beyond our control. Our credit
facilities also  contain covenants, including financial covenants. If we breach  any of  the covenants under
our  credit facilities and do not obtain appropriate  waivers, then,  subject to any applicable  cure periods,
our  outstanding indebtedness thereunder could be declared  immediately  due  and payable.

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

We  believe that our existing cash, cash  equivalents, investments and credit under our credit

facilities will be sufficient to meet our  working capital needs, capital expenditures, investment
requirements and commitments for at least  the next 12  months. However, our ability to borrow further
under the credit facilities is dependent upon our ability to satisfy various  conditions, covenants and
representations. 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 solutions 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. In the recent past, we believe the
semiconductor industry 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, Conexant, Cypress, Epson, Freescale, IDT, Lantiq, Maxim Integrated  Products,
MaxLinear, Microchip, Microsemi, NXP Semiconductors, Renesas, Sony Semiconductor,
STMicroelectronics, Texas Instruments, Vectron  International 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.

We may  be subject to information technology failures that could damage our reputation, business operations
and financial condition

We  rely  on information technology for the effective  operation of our business. Our systems  are

subject to damage or interruption from a number  of potential sources, including  natural disasters,
accidents, power disruptions, telecommunications failures, acts of terrorism or  war, computer viruses,
physical or electronic break-ins, cyber attacks,  sabotage, vandalism,  or similar events  or disruptions. Our
security measures may not detect or prevent such security breaches.  Any  such compromise of our
information security could result in the  unauthorized  publication of our confidential business or
proprietary information, result in the  unauthorized release of  customer,  supplier or  employee data,
result in a violation of privacy or other laws, expose us  to  a risk of litigation or damage our reputation.
In addition, our inability to use or access these information systems at critical points  in time  could
unfavorably impact the timely and efficient operation of our business, which  could  negatively affect  our
business and operating results.

Third parties with which we conduct  business, such as foundries,  assembly  and test contractors, and

distributors, have access to certain portions of our  sensitive data. In the event  that  these  third parties
do not properly safeguard our data that they hold, security breaches  could result and  negatively impact
our  business, operations and financial results.

Customer demands and new regulations related to conflict-free minerals may adversely affect  us

The Dodd-Frank Wall Street Reform and Consumer Protection  Act  imposes  new disclosure
requirements regarding the use of ‘‘conflict’’ minerals mined from the Democratic Republic of Congo
and adjoining countries in products,  whether  or not these products are manufactured by third parties.
These new requirements could affect the  pricing,  sourcing and availability of minerals used in the
manufacture of semiconductor devices (including our products).  There will be additional costs
associated with complying with the disclosure  requirements, such as  costs related to determining the
source of any conflict minerals used in  our  products. Our supply chain is complex and we may be
unable to verify the origins for all metals used in our  products.  We may also encounter challenges with
our  customers and stockholders if we  are  unable  to  certify that our products are conflict free.

26

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Our corporate headquarters, housing engineering, sales and  marketing, administration and  test
operations, is located in Austin, Texas. Our headquarters facilities consist of two  buildings, which we
purchased in 2012, that are located on  land which we have  leased through  2099. The buildings contain
approximately 441,000 square feet of floor space, of which approximately  111,000 square feet were
leased to other tenants. In addition to  these properties, we  lease smaller facilities in various  locations in
the United States, China, France, Germany, Hungary, India,  Ireland,  Italy, Japan, Norway, Singapore,
South Korea, 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

Patent Litigation

On January 21, 2014, Cresta Technology Corporation (‘‘Cresta  Technology’’), a Delaware

corporation,  filed  a  lawsuit  against  us,  Samsung  Electronics Co., Ltd.,  Samsung  Electronics
America, Inc., LG Electronics Inc. and LG  Electronics  U.S.A., Inc. in the United States District  Court
in  the  District  of  Delaware,  alleging  infringement  of  United  States  Patent  Nos. 7,075,585,  7,265,792  and
7,251,466. The lawsuit relates to our family of television  tuner products.  Cresta Technology  seeks
unspecified  compensatory  and  enhanced  damages,  attorney  fees  and  a  permanent  injunction.  On
January 28, 2014, Cresta Technology  also  filed  a complaint with  the United States  International Trade
Commission alleging infringement of the  same patents against  us, Samsung and  LG Electronics  and
seeking  to  prevent  the  importation  and  sale  of  allegedly  infringing  products  in  the  United  States.  We
intend to vigorously defend against these  allegations. At  this time, we  cannot predict the  outcome of
these matters or the resulting financial  impact to us,  if any.

In 2012, MaxLinear, Inc., a Delaware  corporation, and we engaged  one  another  in three patent

infringement lawsuits filed in the United  States District Court  for  the Southern District of  California,
San Diego Division, and in the United  States District Court for  the Western District  of  Texas,  Austin
Division. The Texas Court determined that the dispute concerning  MaxLinear’s patents would proceed
in the California Court. On May 16,  2013, MaxLinear filed  an additional  patent  infringement lawsuit
against us in the United States District Court for the Southern  District of California. On  October 3,
2013, we and MaxLinear executed a  Settlement  Agreement resolving  all of the lawsuits between us.
MaxLinear granted us a license to its patent portfolio  for our accused products, and  we granted
MaxLinear a license to our patent portfolio for the accused MaxLinear  products. As part  of the
settlement, MaxLinear made a one-time  payment of  $1.25 million  to  us. We  and MaxLinear  also
entered into a 3-year covenant not to  sue and agreed to dismiss all of the pending cases.

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 statements.

Item 4. Mine Safety Disclosures

Not applicable.

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 21,  2014, there  were 111 holders of record
of our common stock.

Fiscal Year 2012

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

Fiscal Year 2013

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

High

Low

$48.50
43.42
40.35
42.98

$47.41
44.00
46.21
44.19

$41.07
32.00
34.55
35.00

$39.65
38.04
38.16
37.57

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, the  NASDAQ
Electronic Components Index and the PHLX Semiconductor Index.

D
O
L
L
A
R
S

300

250

200

150

100

50

0

01/03/09

01/02/10

01/01/11

12/31/11

12/29/12

12/28/13

Silicon Laboratories Inc.

NASDAQ Composite

PHLX Semiconductor Index
24JAN201416121489

Company / Index

01/03/09

01/02/10

01/01/11

12/31/11

12/29/12

12/28/13

Silicon Laboratories Inc.
. . . . . . . . . . . . .
NASDAQ Composite . . . . . . . . . . . . . . . .
PHLX Semiconductor Index . . . . . . . . . . .

$100.00
$100.00
$100.00

$189.28
$144.45
$159.68

$180.05
$169.81
$183.23

$169.87
$167.85
$186.05

$162.32
$188.54
$204.93

$165.69
$267.16
$268.55

(1) The graph assumes that $100 was  invested in our  common stock and in each index at  the market
close on January 3, 2009, 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.

29

Issuer  Purchases of Equity Securities

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

December 28, 2013 (in thousands, except per share  amounts):

Period

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

September 29, 2013 - October 26, 2013 . .

October 27, 2013 - November 23, 2013 . .

November 24, 2013 - December 28, 2013 .

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

42

286

136

464

$39.51

$39.32

$39.14

$39.28

42

286

136

464

$40,557

$29,301

$23,991

In January 2013, our Board of Directors  authorized a  program  to  repurchase up to $50  million  of
our  common stock through January 2014. 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.

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.

Fiscal Year

2013

2012

2011

2010

2009

(in thousands, except per share data)

Consolidated Statements of Income Data

Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . .

$580,087
$ 64,310
$ 49,819

$563,294
$ 85,675
$ 63,548

$491,625
$ 50,074
$ 35,472

$493,341
$ 86,671
$ 73,242

$441,020
$ 66,511
$ 73,092(2)

Earnings per share:

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

$
$

1.17
1.14

$
$

1.51
1.47

$
$

0.82
0.79

$
$

1.63
1.57

$
$

1.62
1.57

Consolidated Balance Sheet Data

Cash, cash equivalents and investments (1) . .
Working capital . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term obligations . . . . . . . . . . . . . . . . . .
Total stockholders’ equity . . . . . . . . . . . . . . .

$286,025
350,170
991,150
143,441
738,562

$293,360
361,304
871,966
115,615
649,973

$324,967
370,211
705,991
24,214
598,939

$383,362
414,073
727,658
22,372
625,430

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

(1) Reflects repurchases of $26 million,  $62  million, $110 million,  $140 million and  $20 million of our

common stock in fiscal 2013, 2012, 2011, 2010 and 2009, respectively.

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

30

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 2013,  2012 and 2011were
52-week years and  ended on December  28, 2013, December 29, 2012 and December  31, 2011,
respectively. Fiscal 2014 will have 53  weeks with  the extra week occurring in the fourth quarter of  the
year.

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 products addressing a variety of markets,
including communications, consumer, industrial and automotive. Our major  customers include Alcatel,
Cisco,  Harman Becker, Huawei, LG Electronics, Pace, Samsung, Technicolor, Varian Medical Systems
and ZTE.

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) Broad-based products, which include our microcontrollers,  timing  products (clocks and

oscillators), power and isolation devices, and  sensors;

(cid:127) Broadcast products, which include our broadcast audio and video  products; and

(cid:127) Access products, which include our Voice over  IP (VoIP) products, embedded modems and our

Power over Ethernet (PoE) devices.

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. On July 1,
2013, we acquired Energy Micro AS.  Energy Micro designed and developed energy-efficient 32-bit
microcontrollers based on ARM Cortex-M architecture. Energy Micro’s energy-friendly solutions are
designed to enable a broad range of  power-sensitive applications for  the Internet of  Things (IoT),
including smart energy, home automation,  security  and portable electronics markets. See Note 9,
Acquisitions, for additional information.

In fiscal  2013, we introduced a new family of sub-GHz  wireless MCUs optimized for  power-
sensitive, battery-powered systems with RF connectivity; a high-performance bridge controller for USB
connectivity applications; relative humidity (RH)  and temperature sensors that simplify RH sensing
designs while providing power efficiency  and ease of  use;  the EFM32(cid:5)  Zero Gecko MCU family
designed to achieve low system energy consumption  for  a wide range  of battery-powered applications; a

31

family of universal digital video broadcast  (DVB) demodulators that support the latest  worldwide  DVB
standards for cable, terrestrial and satellite  reception;  a low-jitter, low-power and frequency-flexible
timing solution for high-speed networking equipment  based on the Synchronous  Ethernet (SyncE)
standard; a new family of silicon TV tuners offering high performance, integration and low system cost
while supporting all worldwide terrestrial  and cable  TV  standards; highly integrated, feature-rich 8-bit
MCUs optimized for cost-sensitive motor  control applications; highly integrated microelectromechanical
system (MEMS) oscillators based on  our CMEMS (CMOS+MEMS)  technology and designed  to
replace general-purpose crystal oscillators  (XOs) in  cost-sensitive, low-power and high-volume
industrial, embedded and consumer electronics applications; ultra-small and low-power PCI Express
(PCIe) clock generators; XOs that meet  ultra-low jitter requirements for cloud computing and
networking equipment; digital CMOS-based drop-in replacement solutions for opto-drivers;  a
single-chip digital radio receiver developed  for the global portable and consumer electronics  markets;
next-generation analog-tuned, analog/digital-display  (ATxD) multiband radio ICs; and  a
high-performance, ultra-low-power sub-GHz wireless  transceiver  optimized for China’s smart metering
market. 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 2013, 2012 and 2011, we had one customer, Samsung, whose purchases across  a
variety of product areas represented 15%, 19% and 13%  of our  revenues,  respectively. 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
21% and 11% of our revenues during  fiscal 2013,  respectively. Edom and Avnet,  represented  22% and
11% of our revenues during fiscal 2012, respectively. Edom,  Avnet and Macnica,  represented 24%, 12%
and 10% of our revenues during fiscal  2011, respectively. There were  no other distributors or  contract
manufacturers that accounted for more  than 10% of  our  revenues  in fiscal 2013, 2012  or 2011.

The percentage of our revenues derived from outside of the United  States was 88% in fiscal 2013,
88% in fiscal 2012 and 86% in fiscal  2011. 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,  set-top
boxes, radios  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.

32

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, other intellectual property  license costs and  certain acquired
intangible assets; and an allocated portion of our  occupancy  costs.

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

related expenses, including stock-based  compensation,  as well  as new product masks, external consulting
and services costs, equipment tooling,  equipment depreciation, amortization of intangible assets, and an
allocated portion of our occupancy costs. 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-based compensation, as well as an allocated
portion of our occupancy costs, sales commissions to independent sales representatives, applications
engineering support, professional fees,  legal fees and promotional and marketing expenses.

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,

including our Credit Facilities.

Other Income (Expense), Net. Other income (expense), net consists  primarily of  foreign currency

remeasurement adjustments as well as  other  non-operating income  and expenses.

Provision for Income Taxes. Provision for income taxes includes both  domestic  and  foreign
income taxes at the applicable statutory  rates adjusted for  non-deductible expenses, research and
development tax credits and other permanent differences.

33

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

revenues for the periods indicated:

Fiscal Year

2013

2012

2011

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

100.0% 100.0% 100.0%
40.0
39.2

39.3

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

60.8

60.0

60.7

Operating expenses:

Research and development . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative . . . . . . . . . . . . . . . . . .

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

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

Other income (expense):

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

Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . .

27.2
22.5

49.7

11.1

0.2
(0.6)
0.0

10.7
2.1

24.5
20.3

44.8

15.2

0.2
(0.2)
0.1

15.3
4.0

27.7
22.8

50.5

10.2

0.3
0.0
0.1

10.6
3.4

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

8.6% 11.3% 7.2%

Comparison of Fiscal 2013 to Fiscal  2012

Revenues

(in millions)

Fiscal Year

2013

2012

Change % Change

Broad-based . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Broadcast . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Access . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$281.8
199.8
98.5

$270.1
186.1
107.1

$11.7
13.7
(8.6)

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

$580.1

$563.3

$16.8

4.3%
7.4%
(8.1)%

3.0%

The change in revenues in fiscal 2013  was due primarily  to:

(cid:127) Increased revenues of $11.7 million for our  Broad-based ICs,  due primarily to the addition of

revenues from the  acquisition of Energy Micro  in July 2013 and Ember in July  2012 and  market
share gains for our timing ICs. Broad-based revenue growth was offset  in part by declines in
revenue for our touch controller ICs due to our planned exit from this  market.

(cid:127) Increased revenues of $13.7 million for our  Broadcast ICs, due primarily  to  market share gains
for our video ICs.  Broadcast revenue  growth was offset in part by  declines in revenue for  our
audio ICs, which decreased primarily due to declines  in market share.

(cid:127) Decreased revenues of $8.6 million for our Access  ICs. The  decrease in Access revenues resulted

primarily due to declines in market share for our VoIP ICs.

Unit volumes of our products decreased compared  to  fiscal 2012  by 8.1%. Average selling prices

increased compared to the same period by  12.1%. The average selling prices of  our products may
fluctuate significantly from period to  period. 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 some of these decreases.

34

Gross  Margin

(in millions)

Fiscal Year

2013

2012

Change

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

$352.9

$338.0

$14.9

60.8% 60.0% 0.8%

The increased dollar amount of gross margin in fiscal 2013 was due  primarily to $14.4  million of
increased gross margin from higher market demand for our video  and  timing  ICs and the addition of
ICs acquired from Energy Micro and Ember,  offset in  part  by a decline in  demand for  our touch
controller, audio and VoIP ICs.

We  may experience declines in the average selling prices of certain of  our products. This creates
downward pressure on gross margin as a percentage of revenues  and 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)

Fiscal Year

2013

2012

Change

%
Change

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

$157.8

$138.0

$19.8

14.4%

27.2% 24.5%

The increase in research and development expense in fiscal 2013  was  principally due to increases

of (a)  $11.4 million for personnel-related expenses, including  personnel costs associated with
(i) increased headcount, and (ii) the acquisition of Energy Micro and Ember, and  (b) $4.0 million  for
the amortization of intangible assets primarily related to our  acquisition  of  Energy  Micro. We expect
that research and development expense will remain relatively stable  in absolute dollars  in the first
quarter of 2014.

Recent development projects include  a new family of sub-GHz wireless MCUs  optimized for
power-sensitive, battery-powered systems  with  RF connectivity; a  high-performance bridge controller for
USB connectivity applications; RH and  temperature sensors that simplify RH  sensing  designs while
providing power efficiency and ease of  use;  the EFM32 Zero Gecko MCU family  designed to achieve
low system energy consumption for a wide  range of battery-powered applications; a family  of universal
DVB demodulators that support the  latest  worldwide  DVB standards for  cable, terrestrial and satellite
reception; a low-jitter, low-power and frequency-flexible timing  solution  for high-speed  networking
equipment based on the SyncE standard;  a new  family of  silicon  TV  tuners offering high performance,
integration and low system cost while supporting all worldwide terrestrial and cable TV standards;
highly integrated, feature-rich 8-bit MCUs optimized  for  cost-sensitive motor control applications;
highly integrated MEMS oscillators based on our  CMEMS technology and  designed to replace  general-
purpose XOs in cost-sensitive, low-power and high-volume industrial, embedded and consumer
electronics applications; ultra-small and  low-power  PCIe clock generators; XOs  that  meet ultra-low
jitter requirements for cloud computing and networking equipment; digital  CMOS-based drop-in
replacement solutions for opto-drivers;  a  single-chip digital radio  receiver developed for  the global
portable and consumer electronics markets; next-generation  analog-tuned, analog/digital-display  (ATxD)
multiband radio ICs; and a high-performance, ultra-low-power sub-GHz  wireless transceiver  optimized
for China’s smart metering market.

35

Selling, General and Administrative

(in millions)

Fiscal Year

2013

2012

Change

%
Change

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

$130.8

$114.4

$16.4

14.3%

22.5% 20.3%

The increase in selling, general and administrative  expense in  fiscal  2013 was principally due to a
net gain of $8.5 million in fiscal 2012 from the purchase of  our headquarters. Furthermore, the increase
in selling, general and administrative  expense  in fiscal 2013 was  also due to increases  of (a) $2.5  million
for sales commissions, (b) $2.1 million for  personnel-related expenses, primarily associated with
(i) increased headcount, and (ii) the acquisition of Energy Micro and Ember, and  (c)  $1.5 million for
legal fees, primarily related to litigation and acquisition-related costs. We expect  that  selling, general
and administrative expense will increase  in absolute  dollars in the  first quarter  of 2014.

Interest Income

Interest income in fiscal 2013 was $0.9  million compared to  $1.3 million in fiscal  2012.

Interest Expense

Interest expense in fiscal 2013 was $3.3 million compared $1.1 million  in fiscal 2012. The  increase

in fiscal 2013 was principally due to higher  average debt balances in  the period  on our Term Loan
Facility under our Credit Agreement.

Other Income (Expense), Net

Other income (expense), net in fiscal 2013 was $0.2 million compared to  $0.5 million in fiscal 2012.

Provision for Income Taxes

(in millions)

Fiscal Year

2013

2012

Change

Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effective tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$22.8

$12.2
19.7% 26.4%

$(10.6)

The effective tax rate for fiscal 2013  decreased  from the prior period,  primarily  due  to  the prior

period tax charge related to the intercompany license of certain technology associated with the
acquisition of Ember during 2012 and  the  recognition of the fiscal 2012 and fiscal 2013 federal  research
and development tax credits in fiscal  2013  as a result of the enactment  of the American Taxpayer  Relief
Act of 2012 (the ‘‘Act’’) on January 2, 2013. The decrease in the  effective tax rate  for  fiscal 2013 was
partially offset by the release during the  prior period of  unrecognized tax benefits that were determined
to be effectively settled during 2012.  We expect our effective  tax  rate for  fiscal 2014  to  increase
primarily  due to the expiration of the federal research and  development tax credit  on December 31,
2013.

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, research and  development tax credits and other permanent items including
changes to the liability for unrecognized tax benefits.

36

Comparison of Fiscal 2012 to Fiscal  2011

Revenues

(in millions)

Fiscal Year

2012

2011

Change

%
Change

Broad-based . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Broadcast . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Access . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$270.1
186.1
107.1

$208.7
169.5
113.4

$61.4
16.6
(6.3)

29.4%
9.7%
(5.5)%

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

$563.3

$491.6

$71.7

14.6%

The change in revenues in fiscal 2012  was due primarily to:

(cid:127) Increased revenues of $61.4 million for our broad-based  ICs due primarily to (a) increased unit
volumes of our microcontroller ICs, and  (b) the introduction  of  our touch controller ICs. The
increased unit volumes of our microcontroller ICs resulted from higher market  demand as
customers continued to adopt these ICs over ICs from  competitors  as well  as increased IC
revenues resulting from the acquisition  of  Ember in July 2012.

(cid:127) Increased revenues of $16.6 million for our broadcast ICs due primarily  to increased unit

volumes of our video ICs, which resulted from higher market demand as customers continued to
adopt these ICs over ICs from competitors. The increase  in broadcast revenues  was  offset in
part by a decline in revenues for our audio  ICs, resulting primarily from decreased  unit volumes.
The decrease in unit volumes was due to a decline in  our  market share for audio  ICs, primarily
due to increased competition.

Unit volumes of our products increased  compared to fiscal 2011  by 18.0%. Average selling  prices

decreased compared to the same period  by 3.0%.

Gross  Margin

(in millions)

Fiscal Year

2012

2011

Change

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

$338.0

$298.4

$39.6

60.0% 60.7% (0.7)%

The increased dollar amount of gross  margin in  fiscal 2012 was due  primarily to $51.3  million of

increased gross margin from higher market  demand for  our video  and  microcontroller ICs  and the
introduction of our touch controller ICs, offset in part by an  increase in acquisition-related charges.
Gross margin as a percentage of revenue decreased  0.5 percent due  primarily to the increased sales of
video ICs, which had a lower gross margin percentage than the Company  average.

Research and Development

(in millions)

Fiscal Year

2012

2011

Change

%
Change

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

$138.0

$136.0

$2.0

1.5%

24.5% 27.7%

The increase in research and development expense in fiscal 2012  was  principally due to an increase
of $2.8 million for personnel-related expenses, including personnel  costs associated  with the acquisition
of Ember. The decrease in research and development expense as a percent  of revenues  in fiscal 2012 is
due to our increased revenues.

37

Selling, General and Administrative

(in millions)

Fiscal Year

2012

2011

Change

%
Change

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

$114.4

$112.4

$2.0

1.8%

20.3% 22.8%

The increase in selling, general and administrative  expense in  fiscal  2012 was principally due to
increases of (a) $6.5 million for personnel-related expenses,  including severance  related to a  separation
agreement between us and our former CEO, (b) $1.5  million  for legal fees, primarily related  to
litigation and acquisition-related costs, and (c) $0.8 million for product marketing costs. The increase in
fiscal 2012 was offset in part by a net  gain of $8.5 million from the purchase of our headquarters in
fiscal 2012. The decrease in selling, general and administrative expense  as a  percent of revenues  in
fiscal 2012 is due to our increased revenues.

Interest Income

Interest income in fiscal 2012 was $1.3  million compared to  $1.9 million in fiscal  2011.

Interest Expense

Interest expense in fiscal 2012 was $1.1 million compared to  $37 thousand in fiscal 2011. The

increase in fiscal 2012 is principally due to interest on our  Term Loan Facility under our Credit
Agreement.

Other Income (Expense), Net

Other income (expense), net in fiscal 2012 was $0.5 million compared to  $0.4 million in fiscal 2011.

Provision for Income Taxes

(in millions)

Fiscal Year

2012

2011

Change

Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effective tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$16.9

$22.8
26.4% 32.2%

$5.9

The effective tax rate for fiscal 2012  decreased from fiscal 2011,  primarily due to the release of
prior year unrecognized tax benefits that were  determined to be effectively  settled during fiscal  2012,
along with one-time nondeductible costs associated with the acquisition of  Spectra  Linear in fiscal 2011.
The impact of these items was partially  offset by the  non-renewal of the federal  research  and
development tax credit in fiscal 2012.

The American Taxpayer Relief Act of 2012 (the ‘‘Act’’) was enacted on January 2, 2013. The Act

retroactively reinstates the federal research  and  development credit  from  January 1, 2012, through
December 31, 2013. The effect of the  change in  the tax  law related to fiscal  2012 was recognized as a
benefit to income tax expense in the  first  quarter of  fiscal  2013, the quarter  in which the  law  was
enacted.

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, research and  development tax credits and other permanent items including
changes to the liability for unrecognized  tax benefits.

38

Business  Outlook

We  expect revenues in the first quarter of  fiscal  2014 to be in  the range of $142 to $146 million.

Furthermore, we expect our diluted earnings per share  to  be  in the range  of $0.14 to $0.18.

Liquidity and Capital Resources

Our principal sources of liquidity as of December 28,  2013  consisted  of  $275.4 million in cash, cash

equivalents and short-term investments,  of which approximately $185.7 million was held by our U.S.
entities. The remaining balance was held  by our foreign subsidiaries.  Our cash equivalents and
short-term investments consisted of municipal bonds,  money market funds, variable-rate demand notes,
corporate bonds, certificates of deposit, commercial paper and asset backed securities.

Our long-term investments consisted  of auction-rate securities.  In fiscal 2008, auctions for  many of
our  auction-rate securities failed because sell orders exceeded buy  orders. As of December 28, 2013,  we
held $12.4 million par value auction-rate  securities, all of which have experienced  failed auctions. These
securities have contractual maturity dates  ranging  from 2033  to  2046. 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. We do not expect to need
access to the capital represented by any  of our auction-rate securities prior to their maturities.

Net cash provided by operating activities  was  $120.2 million during fiscal 2013,  compared to net
cash provided of $97.1 million during fiscal 2012. Operating  cash flows during fiscal 2013 reflect our net
income of $49.8 million, adjustments  of $62.7 million  for  depreciation, amortization,  stock-based
compensation and deferred income taxes, and a  net cash  inflow  of $7.7 million due to changes in  our
operating assets and liabilities.

Accounts receivable decreased to $72.1 million at December 28, 2013 from  $78.0 million at

December 29, 2012. Our average days  sales outstanding (DSO)  was  44 days at December  28, 2013 and
46 days at December 29, 2012.

Inventory decreased to $45.3 million at December 28, 2013  from $49.6  million at December  29,
2012. 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 71 days at December  28, 2013 and 76 days  at  December 29,  2012.

Net cash used in investing activities was $105.9 million during fiscal 2013, compared to net  cash

used of $139.3 million during fiscal 2012.  The decrease in  cash outflows was principally due to a
decrease of $91.6 million for purchases of  property  and  equipment,  offset by an  increase of
$46.1 million for net purchases of marketable securities. In fiscal 2013,  we  acquired Energy Micro for
approximately $140.6 million. In fiscal  2012, we purchased our corporate headquarters facilities for
approximately $94.4 million and acquired  Ember for approximately $79.0 million. See Note 9,
Acquisitions, for additional information.

We  anticipate capital expenditures of approximately $10 to $14 million for  fiscal 2014. 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 used in financing activities was $23.9  million  during  fiscal  2013, compared to net cash

provided of $52.7 million during fiscal  2012. The  increase in cash outflows was  principally due to net
proceeds of $98.3 million from the issuance of  long-term debt in fiscal 2012,  offset by a decline  of
$36.0 million for repurchases of our  common stock in fiscal 2013.  In January  2013, our Board of

39

Directors authorized a program to repurchase up to $50 million of our common stock  through January
2014.

Debt

On July 31, 2012, we entered into a $230 million five-year Credit  Agreement (the ‘‘Agreement’’).

The Agreement consists of a $100 million Term Loan Facility and a $130 million Revolving Credit
Facility.

The Term Loan Facility provides for  quarterly principal amortization (equal to 5% of the  principal

in each of the first two years and 10% of  the principal in each of the  next three years) with the
remaining balance payable upon the maturity date. The Revolving Credit Facility includes a  $25 million
letter of credit sublimit and a $10 million swingline loan  sublimit. We have  an option  to  increase the
size of the Revolving Credit Facility by  up  to  an aggregate  of  $50 million in additional commitments,
subject to certain conditions. On September 27,  2012, we borrowed $100 million under the Term Loan
Facility. To date, we have not borrowed  under the Revolving Credit Facility.

The Term Loan Facility and Revolving Credit Facility, other than swingline  loans, will bear interest
at LIBOR plus an applicable margin or,  at our option,  a base  rate (defined as  the highest of the  Bank
of America prime  rate, the Federal Funds rate plus  0.50% and a daily rate equal to one-month LIBOR
plus 1.00%) plus an applicable margin. Swingline loans accrue interest at  a per annum rate based  on
the base rate plus the applicable margin  for base rate loans.  The applicable margins for the LIBOR
rate loans range from 1.50% to 2.50%  and for base rate loans range from 0.50% to 1.50%, depending
in each case, on the leverage ratio as defined in  the Agreement. We also  pay a commitment fee on the
unused amount of the Revolving Credit Facility.

In connection with the closing of the  Credit Agreement, we entered into a security and  pledge
agreement. Under the security and pledge  agreement, we  pledged equity securities of certain of our
subsidiaries, subject to exceptions and  limitations.  The  Credit  Facilities contain various conditions,
covenants and representations with which we must  be  in compliance  in order to borrow funds and  to
avoid an event of default, including financial covenants that we must maintain a leverage ratio (funded
debt/EBITDA) of no more than 2.5 to 1  and  a minimum fixed charge coverage ratio (EBITDA/debt
payments, income taxes and capital expenditures) of no less  than 1.50 to 1. As of December  28, 2013,
the Company was in compliance with  all covenants of the Credit Facilities. See Note  11, Debt, to the
Consolidated Financial Statements for  additional information.

We  have entered into an interest rate swap agreement as a hedge against the  LIBOR portion  of

the variable interest payments under  the Term Loan Facility and effectively converted the LIBOR
portion of the interest on the Term Loan Facility  to  a fixed  interest rate through the  maturity date.  See
Note 5, Derivative Financial Instruments, 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, cash  equivalents,  investments  and  credit under our Credit
Facilities 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.

40

Contractual Obligations

The following table summarizes our contractual obligations as of  December 28, 2013 (in

thousands):

Total

2014

2015

2016

2017

2018

Thereafter

Payments due by period

Long-term debt obligations (1) . . . . . . . . . $95,000 $ 7,500 $10,000 $10,000 $67,500 $ — $ —
—
Interest on long-term debt obligations  (2) .
682
Operating lease obligations (3) . . . . . . . . .
Purchase obligations (4) . . . . . . . . . . . . .
—
1,402
Other long-term obligations (5) . . . . . . . .

2,496
3,704
—
— 23,158

8,934
15,475
31,650
33,194

1,189
2,350
—
2,273

2,241
3,058
—
4,392

—
1,449
—
1,969

3,008
4,232
31,650

(1) Long-term debt obligations represent the  principal due under our  Term Loan Facility and include

amounts classified as current portion of  long-term debt.

(2) Interest on our long-term debt obligations  is based on LIBOR plus an  applicable margin. We have
entered into an interest rate swap agreement as a  hedge against  the  LIBOR  portion of such
variable interest payments and effectively  converted the LIBOR portion of the  interest on the
Term Loan Facility to a fixed interest  rate through the maturity date. As of  December 28, 2013,
the combined interest rate on the Term Loan Facility was  2.514%. The impact of the interest rate
swap was factored into the calculation of the  future interest payments  on  our long-term  debt
obligations.

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

(4) 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.

(5) Other  long-term  obligations  represent  estimated  payments  due  in  connection  with  the  acquisition

of Energy Micro, including escrow withheld and estimated contingent consideration.

We  are unable to make a reasonably  reliable estimate  as to when or if cash settlement with taxing
authorities will occur for our unrecognized  tax  benefits. Therefore,  our liability of $5.0 million  for
unrecognized tax benefits is not included in the table  above. See Note  17, Income Taxes, to the
Consolidated Financial Statements for  additional information.

Off-Balance Sheet Arrangements

As of December 28, 2013, we had no  significant  off-balance sheet arrangements.

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.

41

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 manufacturing cost  exceeds  the estimated
market value less selling costs. 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
lower or market conditions are worse  than  originally  projected, additional  inventory  write-downs  may
be required.

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

the Consolidated Statements of Income. The fair value of our  full-value stock awards  (with the
exception of market-based performance awards)  equals the fair market value of our stock on the date
of grant. The fair value of our market-based  performance award grants is estimated  at the date of grant
using a Monte-Carlo simulation. The  fair  value of our  stock option and  employee stock purchase plan
grants is estimated at the date of grant using the Black-Scholes option pricing model. 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 and 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.

Acquired intangible assets—When we acquire a business, a portion  of the purchase price  is typically
allocated to identifiable intangible assets,  such as  acquired technology  and  customer relationships. Fair
value of these assets is determined primarily using  the income  approach, which requires us to project
future cash flows and apply an appropriate  discount rate. We amortize intangible assets with finite  lives
over their expected useful lives. Our estimates are based upon  assumptions believed to be reasonable
but which are inherently uncertain and unpredictable. Assumptions may be incomplete or inaccurate,

42

and unanticipated events and circumstances may occur. Incorrect estimates could result in future
impairment charges, and those charges could be material to our results  of operations.

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.
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 calculate income taxes in  each of the jurisdictions in which we

operate. This process involves calculating 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 record a valuation allowance when it is more likely than not that some portion  or all of the
deferred tax assets will not be realized.  In assessing the  need  for a  valuation  allowance, we are required
to estimate the amount of expected future taxable income.  Judgment  is inherent in this  process  and
differences between the estimated and actual taxable income could result  in a material impact on our
Consolidated Financial Statements.

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

43

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 February 2013, the Financial Accounting Standards  Board (FASB)  issued  FASB Accounting

Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220)—Reporting of Amounts
Reclassified Out of Accumulated Other Comprehensive  Income. ASU 2013-02 requires an entity to
provide information about the amounts reclassified out of accumulated other comprehensive income by
component. In addition, an entity is required to present, either on the  face of the  financial  statements
or in the notes, significant amounts reclassified  out of accumulated other comprehensive income by the
respective line items of net income, but  only if  the amount reclassified is  required under U.S.  GAAP to
be reclassified to net income in its entirety in the  same reporting period.  For amounts that are not
required to be reclassified in their entirety  to  net income,  an entity is  required to cross-reference to
other disclosures that provide additional  details about  those amounts. ASU 2013-02 is  effective
prospectively for reporting periods beginning  after December 15, 2012.  The  adoption of this ASU did
not have an impact on our financial  statements, but did amend the disclosures for accumulated other
comprehensive loss.

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. Our investment portfolio holdings as of
December 28, 2013 and December 29, 2012 yielded less  than  100 basis points. A  decline  in yield to
zero basis points on our investment portfolio holdings  as of December  28, 2013  and December 29,  2012
would decrease our annual interest income by approximately $0.9 million and  $1.2 million, respectively.
We  believe that our investment policy,  which defines  the duration,  concentration, and  minimum credit
quality of the allowable investments, meets  our investment objectives.

Interest Expense

We  are exposed to interest rate fluctuations  in the normal  course of our business,  including
through our Credit Facilities. The interest payments on  the facility  are  calculated using a variable-rate
of interest. We have entered into an interest rate swap agreement with an original notional value  of
$100 million (equal to the full amount borrowed under the Term Loan  Facility) and, effectively,
converted the variable-rate interest payments  on the Term  Loan Facility to fixed-rate interest payments
through July 2017.

Investments in Auction-rate Securities

In fiscal  2008, auctions for many of our auction-rate  securities failed because sell orders exceeded

buy orders. As of December 28, 2013,  we  held $12.4  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.

44

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 December 28, 2013 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 December 28,  2013 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

December 28, 2013. 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 December 28, 2013, 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.

45

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 21, 2014.

Name

Age

Position

Navdeep S. Sooch . . . . . . . . . .
G. Tyson Tuttle . . . . . . . . . . . .
William G. Bock . . . . . . . . . . .
John C. Hollister . . . . . . . . . . .
Kurt W. Hoff
. . . . . . . . . . . . .
Jonathan D. Ivester . . . . . . . . .
David R. Welland . . . . . . . . . .
Alf-Egil Bogen . . . . . . . . . . . .
Harvey B. Cash . . . . . . . . . . . .
R. Ted Enloe III . . . . . . . . . . .
Jack R. Lazar . . . . . . . . . . . . .
Laurence G. Walker . . . . . . . .
William P. Wood . . . . . . . . . . .

President and Director

Senior Vice President of Worldwide Sales
Senior Vice President of Strategic Operations

51 Chairman of the Board
46 Chief Executive Officer and Director
63
44 Chief Financial Officer and Senior Vice  President
56
58
58 Vice President and Director
47 Director
75 Director
75 Director
48 Director
65 Director
58 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. Since October 2011, Mr. Sooch has served as the  CEO  of Ketra,  Inc., a private company in
the field of solid state lighting. 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 industry and  our operations and qualifies him  to serve  as Chairman  of our
Board of Directors.

G. Tyson Tuttle has served as a director and our Chief  Executive Officer  since  April 2012.

Mr. Tuttle served as our Chief Executive Officer  and  President  from April 2012 to May  2013.
Mr. Tuttle served as our Chief Operating  Officer  and  Senior Vice President  from May  2011 to April
2012. From January 2010 to May 2011, Mr. Tuttle served as our Chief  Technical  Officer.  From May
2005 to December 2009, he was our  Vice President  and General Manager  of Broadcast products
including the audio and video product families.  Mr.  Tuttle joined  Silicon  Laboratories in 1997 as a
senior design engineer. From 1999 to 2005, Mr. Tuttle  served in a variety  of product management,
marketing and business leadership positions. Previously,  Mr.  Tuttle held senior design engineering
positions at Crystal Semiconductor/Cirrus  Logic and Broadcom Corporation where he focused on
high-speed mixed-signal circuit design for hard  disk drive read channel and Ethernet  applications.
Mr. Tuttle holds an M.S. in Electrical Engineering from UCLA and a B.S. in Electrical  Engineering
from Johns Hopkins University. Mr. Tuttle’s intimate knowledge of our company and  the industry and
his service as our Chief Executive Officer  qualify  him to serve as a member of our Board of  Directors.

46

William G. Bock has served as our President since June 2013. He served Silicon Laboratories as

Interim Chief Financial Officer and Senior Vice President  from  February  2013 until June 2013.  He
served as Chief Financial Officer from  November  2006 to July 2011 and Senior Vice President of
Finance and Administration from July 2011 through  December 2011.  He joined  Silicon Laboratories as
a director in March 2000, and served  as Chairman of the  audit committee until November  2006 when
he stepped down from the Board of  Directors to assume the CFO role. Mr.  Bock rejoined Silicon
Laboratories’ Board of Directors in July of 2011. From 2001  to  2006,  Mr. Bock participated in  the
venture capital industry, principally as a partner with CenterPoint Ventures. Before his venture career,
Mr. Bock held senior executive positions  with three venture-backed  companies, Dazel  Corporation,
Tivoli Systems and Convex Computer Corporation. Mr. Bock  began his career with  Texas Instruments.
Mr. Bock has served on the Board of  Directors of Convio,  Inc.,  from January 2008  until its sale  to
Blackbaud Inc. in April 2012. Mr. Bock currently serves on the  Board of Directors of Entropic
Communications and as a member of the Audit Committee.  Mr. Bock holds a B.S. in  Computer
Science from Iowa State University and an M.S. in  Industrial  Administration from Carnegie Mellon
University. Mr. Bock’s extensive financial and executive experience and his  in-depth knowledge  of
Silicon Laboratories qualify him to serve as a member  of  our Board  of  Directors.

John  C. Hollister has served Silicon Laboratories as our Chief Financial Officer  since  June 2013.
Prior to this role, Mr. Hollister was our Vice President, Business Development since April 2012, and also
served as  our Chief Information Officer since November 2012. Mr. Hollister served as our Vice
President,  Manufacturing and Asia Operations from November 2009 to April  2012.  From April 2007 to
October 2009, he was Managing Director, Asia Operations. Mr. Hollister joined Silicon  Laboratories in
2004 and held finance management positions until April 2007. Prior to joining Silicon Laboratories,
Mr. Hollister’s experience included Vice President of Finance at Cicada Semiconductor  as well as various
finance positions at Cirrus Logic, Veritas DGC, 3-D Geophysical and PricewaterhouseCoopers LLP.
Mr. Hollister is a Certified Public Accountant and has a master’s degree in Accounting and a bachelor’s
degree in Business  Administration from the University of Texas at Austin.

Kurt W. Hoff has served as our Senior Vice President of Worldwide Sales  since April 2012. He

previously served as our Vice President  of  Worldwide Sales from July 2007 to April 2012. 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.
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 a B.S. in Physics  from the University  of  Illinois  and  an M.B.A. from  the
University of Chicago.

Jonathan D. Ivester has served as our  Senior Vice  President of Strategic Operations  since July
2013. He previously served as Senior Vice President of Worldwide Operations from June 2008  to  July
2013 and as Vice President of Worldwide Operations  from May 2005 to June 2008. He joined Silicon
Laboratories in September 1997 as Vice  President. Previously,  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 also was a scientist  at Bechtel  Corporation, an  engineering and
construction company, and at Abcor, Inc., an ultrafiltration company and  subsidiary  of Koch Industries.
Mr. Ivester holds a B.S. in Chemistry  from the Massachusetts  Institute  of Technology and an M.B.A.
from Stanford 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.

47

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.

Alf-Egil Bogen has served as a director of Silicon  Laboratories since October 2013.  Mr.  Bogen  is a

20-year semiconductor veteran and one of the inventors of the highly successful AVR microcontroller.
He is currently the chief executive officer and a  member  of the Board of Directors of  Novelda  AS, a
privately held semiconductor company based  in Norway  specializing in nanoscale wireless low-power
technology for ultra-high-resolution impulse radar. Prior  to Novelda, he  was chief  marketing officer  of
Energy Micro AS until it was acquired by Silicon  Laboratories  in July 2013. Mr. Bogen also held
various management positions during  his 17  years  at Atmel  Corporation,  including managing director of
the AVR business unit as well as vice president of corporate  marketing and chief  marketing officer.  He
began his career at Nordic VLSI in Norway. Mr.  Bogen holds an M.S. in Electrical  Engineering  and
Computer Science from Norwegian University of  Science and  Technology and a B.S. in Electrical and
Computing Engineering from Trondheim  University College. Mr. Bogen’s combination of independence
and his experience, including past experience in the semiconductor industry, 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
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.

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. 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.

Jack R. Lazar has served as a director of Silicon Laboratories since  April 2013. Mr. Lazar is
currently the Chief Financial Officer of GoPro, a  leading provider of wearable and mountable camera
products. From January 2013 to January  2014, he was an independent business and financial consultant.
Mr. Lazar previously served as Senior  Vice President, Corporate Development  and General Manager
of Qualcomm Atheros from May 2011  to  January 2013. From  September 2003  until the acquisition of
Atheros by Qualcomm in May 2011,  Mr. Lazar served as Chief Financial Officer  and Secretary  of
Atheros  Communications, Inc.,  a  publicly  traded  provider  of  communications  semiconductor  solutions.
Mr. Lazar also served Atheros as Vice  President of Corporate Development  from February 2008  and
Senior Vice President of Corporate Development  from November 2010 until  the acquisition by
Qualcomm. From May 2002 to September  2003, Mr. Lazar was an independent business and  financial
consultant. From August 1999 to May  2002,  Mr. Lazar served  in a variety  of  positions  at
NetRatings, Inc., a publicly traded Internet  audience measurement and analysis company, most recently
as Executive Vice President of Corporate Development, Chief Financial  Officer and Secretary.
Previously,  Mr. Lazar  held  a  variety  of  executive  and  management  positions  at  Apptitude,  Electronics

48

for Imaging and Price Waterhouse. Mr. Lazar currently serves on  the Board of  Directors of
TubeMogul, a private brand focused video marketing company. Mr. Lazar is a  Certified  Public
Accountant and holds a B.S. in Commerce with  an emphasis  in Accounting from Santa Clara
University. Mr. Lazar’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.

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, Network Products
Business Unit, of Digital Equipment Corporation, a computer hardware company, from January 1994 to
July 1996.  From 1998 to 2007, he served on the Board of Directors of McData  Corporation,  a provider of
storage networking solutions. 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.

49

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 December 28, 2013 and December 29, 2012 . . . . . . . . . . . . . . . .

Consolidated Statements of Income for  the fiscal years ended  December  28,  2013, December 29,
2012 and December 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Page

F-1

F-2

F-3

F-4

Consolidated Statements of Comprehensive Income for  the fiscal years ended December 28,

2013, December 29, 2012 and December 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-5

Consolidated Statements of Changes  in  Stockholders’ Equity for the fiscal years ended

December 28, 2013, December 29, 2012 and December  31,  2011 . . . . . . . . . . . . . . . . . . . . . . .

F-6

Consolidated Statements of Cash Flows  for the fiscal  years ended December 28, 2013,

December 29, 2012 and December 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-7

F-8

2.

Schedules

Schedule II—Valuation and Qualifying Accounts

All other 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.

50

(b) Exhibits

Exhibit
Number

2.1*

Share Purchase Agreement, dated June  6, 2013, by  and between Silicon  Laboratories
International Pte.  Ltd. and Energy AS and Silicon Laboratories  Inc. (filed as Exhibit 2.1 to
the Form 8-K filed on June 7, 2013).

3.1* 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’’)).

3.2*

4.1*

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).

10.1* 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).

10.2*+ 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).

10.3*+ 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).

10.4*+ 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).

10.5*+ 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).

10.6*+ 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).

10.7*

10.8*

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).

10.9*+ 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).

10.10*+ 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).

51

Exhibit
Number

10.11*+ 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).

10.12*+ 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).

10.13* Credit Agreement, dated July  31, 2012, by and among  Silicon Laboratories Inc., the

subsidiaries of the borrower identified therein,  Bank of America, N.A.,  Wells Fargo Bank,
National Association, and Regions Bank (filed as  Exhibit 10.1  to  the Form 8-K  filed
August  1, 2012).

10.14*

Security and Pledge Agreement, dated July  31, 2012, by  and among  Silicon
Laboratories Inc., with the other parties identified as ‘‘Obligors’’ (as defined therein) and
such other parties that may become Obligors thereunder after the  date thereof, and Bank
of America, N.A (filed as Exhibit 10.2 to the Form 8-K  filed August 1, 2012).

10.15*

Silicon Laboratories Inc. 2014 Bonus Plan (filed  as  Exhibit 10.1 to the  Registrant’s Current
Report on Form 8-K filed on January 24,  2014).

21

Subsidiaries of the Registrant.

23.1

Consent of Independent Registered  Public  Accounting Firm.

24

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

31.1

31.2

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.

101.INS

XBRL Instance Document

101.SCH XBRL Taxonomy Extension  Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB

XBRL Taxonomy Extension Label  Linkbase  Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

*

Incorporated herein by reference to the indicated filing.

+ Management contract or compensatory plan  or arrangement

52

SILICON LABORATORIES INC.
VALUATION AND QUALIFYING ACCOUNTS

SCHEDULE II

Valuation Allowance for
Deferred Tax Assets

Balance at
Beginning of
Period

Additions

Charged  to
Expenses

Charged  to
Goodwill

Deductions (1)

Balance  at
End  of  Period

Year ended December 28, 2013 . . . .
Year ended December 29, 2012 . . . .

$2,114
$ —

$2,335
$ —

(in thousands)
$ —
$2,114

$(674)
$ —

$3,775
$2,114

(1) Represents adjustments to deferred tax assets

53

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 January  31, 2014.

SIGNATURES

SILICON LABORATORIES INC.

By:

/s/ G. TYSON TUTTLE

G. Tyson Tuttle
Chief Executive Officer

POWER OF ATTORNEY

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

below constitutes and appoints G. Tyson  Tuttle  and  John C. Hollister 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

/s/ G. TYSON TUTTLE

G. Tyson Tuttle

/s/ WILLIAM G. BOCK

William G. Bock

/s/ JOHN C. HOLLISTER

John C. Hollister

Chairman of the Board

January 31, 2014

Chief Executive Officer and Director
(Principal Executive Officer)

January 31, 2014

President and Director

January 31, 2014

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

January 31, 2014

54

Name

Title

Date

/s/ DAVID R. WELLAND

David R. Welland

/s/ ALF-EGIL BOGEN

Alf-Egil Bogen

/s/ HARVEY B. CASH

Harvey  B. Cash

/s/ ROBERT TED ENLOE, III

Robert Ted Enloe, III

/s/ JACK R. LAZAR

Jack R. Lazar

/s/ LAURENCE G. WALKER

Laurence G. Walker

/s/ WILLIAM P. WOOD

William P. Wood

Vice President and Director

January  31, 2014

January  31, 2014

January  31, 2014

January  31, 2014

January  31, 2014

January  31, 2014

January  31, 2014

Director

Director

Director

Director

Director

Director

55

(This page has been left blank intentionally.)

Report of Independent Registered Public  Accounting Firm

The Board of Directors and Stockholders  of Silicon Laboratories Inc.

We  have audited Silicon Laboratories Inc.’s (the Company) internal control over  financial
reporting as of December 28, 2013, based  on  criteria established  in Internal Control—Integrated
Framework issued by the Committee of  Sponsoring  Organizations of the Treadway Commission (1992
framework) (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  December  28, 2013, 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
December 28, 2013 and December 29, 2012, and the related consolidated statements of income,
comprehensive income, changes in stockholders’ equity and cash flows for each of the three fiscal years
in the period ended December 28, 2013 of  Silicon Laboratories Inc. and our report dated January  31,
2014 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP

Austin,  Texas
January 31, 2014

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. (the
Company) as of December 28, 2013 and December 29, 2012, and the related consolidated statements of
income, comprehensive income, changes  in stockholders’ equity and cash flows for each of the three
fiscal years in the period ended December 28, 2013. Our  audits  also included the financial statement
schedule listed in the Index at Item 15(a). These financial statements and schedule are the
responsibility of the Company’s management. Our responsibility is to express an opinion on these
financial statements and schedule 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 December 28, 2013  and December 29,
2012, and the consolidated results of  its  operations  and its cash flows for  each  of the three fiscal  years
in the period ended December 28, 2013, in conformity with  U.S.  generally  accepted accounting
principles. Also, in our opinion, the related financial statement schedule,  when considered in  relation to
the basic financial statements taken as a whole, presents fairly in  all material  respects the information
set forth therein.

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 December 28, 2013, based on criteria established in Internal  Control—Integrated Framework issued
by the Committee  of Sponsoring Organizations of  the Treadway Commission (1992 framework)  and our
report dated January 31, 2014 expressed  an  unqualified opinion thereon.

/s/ ERNST & YOUNG LLP

Austin,  Texas
January 31, 2014

F-2

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

December 28,
2013

December 29,
2012

Current assets:

Assets

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable, net of allowances  for doubtful accounts of $797 at

December 28, 2013 and $670 at December  29, 2012 . . . . . . . . . . . . . . .
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 95,800
179,593

$105,426
176,565

72,124
45,271
18,878
47,651

459,317
10,632
132,445
228,781
131,593
28,382

78,023
49,579
16,652
41,437

467,682
11,369
135,271
130,265
90,750
36,629

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

$991,150

$871,966

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current portion of long-term debt
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses
Deferred income on shipments to distributors . . . . . . . . . . . . . . . . . . . . .
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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; 42,779  and

41,879 shares issued and outstanding  at  December  28, 2013 and
December 29, 2012, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 22,126
7,500
45,975
30,853
2,693

109,147
87,500
55,941

252,588

$ 29,622
5,000
40,410
30,259
1,087

106,378
95,000
20,615

221,993

—

—

4
48,630
690,612
(684)

4
10,122
640,793
(946)

649,973

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

738,562

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

$991,150

$871,966

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

December 28,
2013

December 29,
2012

December 31,
2011

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

$580,087
227,183

$563,294
225,277

$491,625
193,179

Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating expenses:
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative . . . . . . . . . . . . . . . . . . . . .

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

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

Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . .

352,904

338,017

298,446

157,799
130,795

288,594

64,310

853
(3,293)
157

62,027
12,208

137,952
114,390

252,342

85,675

1,338
(1,149)
484

86,348
22,800

135,953
112,419

248,372

50,074

1,859
(37)
444

52,340
16,868

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

$ 49,819

$ 63,548

$ 35,472

Earnings per share:

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

$
$

1.17
1.14

$
$

1.51
1.47

$
$

0.82
0.79

Weighted-average common shares outstanding:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

42,715
43,537

42,136
43,106

43,421
44,832

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

F-4

Silicon Laboratories Inc.
Consolidated Statements of Comprehensive Income
(In thousands)

Year Ended

December 28,
2013

December 29,
2012

December 31,
2011

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

$49,819

$63,548

$35,472

Other comprehensive income, before tax:

Net changes to available-for-sale securities:

Unrealized gains (losses) arising during  the period . . . . . .
Reclassification for gains included in net income . . . . . . .

(535)
(232)

Net changes to cash flow hedges:

Unrealized gains (losses) arising during the period . . . . . .
Reclassification for losses included in net  income . . . . . . .

Other comprehensive income, before tax . . . . . . . . . . . . . . . . .

Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . .

611
560

404

142

262

1,000
—

(956)
2,295

2,339

818

1,521

4
—

(424)
2,237

1,817

636

1,181

Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$50,081

$65,069

$36,653

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

F-5

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

Balance as of January 1, 2011 . . . .
Net income . . . . . . . . . . . . . . . .
Other comprehensive income . . .
Stock issuances under employee
plans, net of shares withheld
for taxes . . . . . . . . . . . . . . . . .

Income tax benefit (detriment)
from employee stock-based
awards . . . . . . . . . . . . . . . . . .
Repurchases of common stock . .
Stock-based compensation . . . . .

Common Stock

Number
of Shares

Par
Value

43,933
—
—

$ 4
—
—

Additional
Paid-In
Capital

$ 49,947
—
—

Retained
Earnings

$579,127
35,472
—

Accumulated
Other
Comprehensive
Loss

$(3,648)
—
1,181

Total
Stockholders’
Equity

$ 625,430
35,472
1,181

1,290

—

7,660

—

—

2,707
—
(3,155) — (82,117)
36,552
—

—

—
(27,946)
—

—

—
—
—

7,660

2,707
(110,063)
36,552

Balance as of December 31, 2011 . .

42,068

14,749

586,653

(2,467)

598,939

4

—
—

—
—

—
—

63,548
—

—
1,521

Balance as of December 29, 2012 . .

41,879

Net income . . . . . . . . . . . . . . . .
Other comprehensive income . . .
Stock issuances under employee
plans, net of shares withheld
for taxes . . . . . . . . . . . . . . . . .

Income tax benefit (detriment)
from employee stock-based
awards . . . . . . . . . . . . . . . . . .
Repurchases of common stock . .
Stock-based compensation . . . . .

Net income . . . . . . . . . . . . . . . .
Other comprehensive income . . .
Stock issuances under employee
plans, net of shares withheld
for taxes . . . . . . . . . . . . . . . . .

Income tax benefit (detriment)
from employee stock-based
awards . . . . . . . . . . . . . . . . . .
Repurchases of common stock . .
Stock-based compensation . . . . .
Stock issued in business

1,560

—

15,148

—

—

1,675
—
(1,749) — (52,611)
31,161
—

—

—
(9,408)
—

4

—
—

10,122

640,793

—
—

49,819
—

—
—

1,057

—

15,301

—

—

(772)
(661) — (26,022)
30,753

—

—

—

—
—
—

—

—

—
—
—

(946)

—
262

—

—
—
—

—

63,548
1,521

15,148

1,675
(62,019)
31,161

649,973

49,819
262

15,301

(772)
(26,022)
30,753

19,248

combination . . . . . . . . . . . . . .

504

Balance as of December 28, 2013 . .

42,779

—

$ 4

19,248

$ 48,630

$690,612

$ (684)

$ 738,562

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

F-6

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

Year Ended

December 28,
2013

December 29,
2012

December 31,
2011

$ 49,819

$ 63,548

$ 35,472

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

activities:
Depreciation of property  and  equipment . . . . . . . . . . . . . . . . . . . . .
Net gain on the purchase of property  and  equipment . . . . . . . . . . . . .
Amortization of  other  intangible assets and other assets . . . . . . . . . . .
Impairment  of long-lived assets . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . .
Income  tax benefit (detriment)  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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

13,491
—
15,911
—
30,800
(606)
(290)
3,319

8,972
5,588
(2,514)
(3,979)
(3,169)
(2,381)
5,189

Net cash provided  by operating activities

. . . . . . . . . . . . . . . . . . . . . .

120,150

Investing  Activities
Purchases of available-for-sale  investments . . . . . . . . . . . . . . . . . . . . .
Proceeds  from sales and maturities of  available-for-sale investments . . . . .
Purchases of property and  equipment
. . . . . . . . . . . . . . . . . . . . . . . .
Purchases of other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisitions of businesses, net of cash  acquired . . . . . . . . . . . . . . . . . .

Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . .

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds  from issuance  of long-term debt,  net . . . . . . . . . . . . . . . . . . .
Payments  on debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net cash provided  by (used  in) financing  activities . . . . . . . . . . . . . . . .

Increase  (decrease)  in  cash and cash equivalents . . . . . . . . . . . . . . . . .
Cash  and cash equivalents at beginning  of  period . . . . . . . . . . . . . . . . .

(213,883)
210,824
(10,472)
(5,939)
(86,441)

(105,911)

15,301
290
(26,022)
—
(13,434)

(23,865)

(9,626)
105,426

13,621
(8,457)
14,154
708
31,176
1,827
(1,294)
4,725

(20,743)
(13,056)
10,629
7,217
(3,812)
4,623
(7,816)

97,050

(192,450)
235,517
(102,043)
(8,508)
(71,852)

(139,336)

15,148
1,294
(62,019)
98,325
—

52,748

10,462
94,964

13,570
—
11,030
1,322
36,115
2,814
(2,404)
(445)

(8,562)
5,334
(5,948)
(2,176)
(1,320)
(1,915)
5,855

88,742

(178,676)
193,474
(8,690)
(4,018)
(27,262)

(25,172)

7,660
2,404
(110,063)
—
(7,174)

(107,173)

(43,603)
138,567

Cash  and cash equivalents at end of period . . . . . . . . . . . . . . . . . . . . .

$ 95,800

$ 105,426

$ 94,964

Supplemental Disclosure of Cash Flow  Information:
Interest  paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income  taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

$

2,925

3,838

$

677

$ 23,564

Supplemental Disclosure of Non-Cash  Activity:
Stock  issued in business combination . . . . . . . . . . . . . . . . . . . . . . . . .

$ 19,248

$

—

$

$

$

35

8,241

—

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

F-7

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013

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.

2. Significant Accounting Policies

Basis of Presentation and Principles of  Consolidation

The Company prepares financial statements on a 52-  or 53-week fiscal year that ends on the

Saturday closest to December 31. Fiscal  2013,  2012 and  2011 were 52-week years and ended on
December 28, 2013, December 29, 2012 and December  31,  2011, respectively.  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 in
consolidation.

Foreign Currency Transactions

The Company’s foreign subsidiaries are considered to be extensions of  the U.S. Company. The
functional currency of the foreign subsidiaries is the U.S. dollar.  Accordingly, gains and  losses resulting
from remeasuring transactions denominated in currencies other  than U.S. dollars are  included in other
income (expense), net in the Consolidated Statements  of  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-based compensation, investments  in
auction-rate securities, acquired intangible assets, 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.

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.

F-8

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

2. Significant Accounting Policies (Continued)

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 typically have original maturities greater than ninety days as  of the

date of purchase and are classified as  either 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 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 and 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
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 certain exposures to the variability

of interest rates. The Company’s objective is to offset increases and decreases in expenses resulting
from changes in interest rates with gains  and losses 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

F-9

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

2. Significant Accounting Policies (Continued)

earnings when the hedged exposure affects earnings. Cash flows from derivatives are classified
according to the nature of the cash receipt or payment 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. The Company writes down the  carrying  value of inventory to net realizable value for estimated
obsolescence or unmarketable inventory based upon assumptions about the age of inventory, future
demand and market conditions. Inventory impairment  charges establish a new cost basis for  inventory
and charges are not subsequently reversed  to  income even if circumstances later suggest that increased
carrying  amounts are recoverable.

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 seven
years. Leasehold improvements are depreciated over the contractual lease period or their useful life,
whichever is shorter.

In fiscal  2012, the Company purchased the facilities  it  had  previously  leased  for its headquarters in

Austin,  Texas. The buildings are located on land which is leased through  2099 from a third party.  The
rents for these ground leases were prepaid for the term of the leases by the previous lessee. The
buildings and leasehold interest in ground leases  are being depreciated on a  straight-line basis over
their estimated useful lives of 40 years  and 86 years, respectively.

Business Combinations

The Company records business combinations using the acquisition method  of accounting and
accordingly, allocates the fair value of  purchase  consideration to the assets  acquired and liabilities
assumed based on their fair values at the  acquisition date. The excess of the fair value of purchase
consideration over the fair value of the  assets acquired and liabilities assumed is recorded as goodwill.
The results of operations of the businesses  acquired are included in the Company’s consolidated results
of operations beginning on the date of the acquisition.

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 six to twelve  years.  Fair
values are determined primarily using  the income approach, in which the Company  projects  future
expected cash flows and applies an appropriate  discount rate.

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.

F-10

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

2. Significant Accounting Policies (Continued)

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  reporting unit to the net book value of the  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 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.

Research and Development

Research and development costs are expensed as  incurred.  Research and development expense
consists primarily of personnel-related  expenses, including stock-based  compensation, as well as  new
product  masks, external consulting and services  costs, equipment  tooling, equipment depreciation,
amortization of intangible assets, and  an allocated portion of  our occupancy  costs. Assets purchased to
support the Company’s ongoing research and development activities are  capitalized when related to
products which have achieved technological  feasibility or have an  alternative  future use, and  are
amortized over their estimated useful lives.

F-11

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

2. Significant Accounting Policies (Continued)

Advertising

Advertising costs are expensed as incurred. Advertising expenses were $2.0 million, $1.7 million

and $1.6 million in fiscal 2013, 2012 and  2011, 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  realized.  A valuation
allowance is established against deferred  tax assets  to  the extent the  Company believes  that  it is more
likely than not that the deferred tax  assets will not be realized, taking  into  consideration the level of
historical taxable income and projections for  future  taxable income over the periods in  which the
temporary differences are deductible.

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 Note 17, Income Taxes, for
additional information.

Recent Accounting Pronouncements

In February 2013, the Financial Accounting  Standards Board (FASB)  issued  FASB Accounting

Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220)—Reporting  of  Amounts
Reclassified Out of Accumulated Other Comprehensive Income. ASU 2013-02 requires an entity to
provide information about the amounts reclassified  out of  accumulated other comprehensive income  by
component. In addition, an entity is required  to  present,  either on the  face of the  financial  statements
or in the notes, significant amounts reclassified out  of accumulated other comprehensive income by the
respective line items of net income, but  only if the amount reclassified is  required under U.S.  GAAP to
be reclassified to net income in its entirety in the same reporting period.  For amounts that are not
required to be reclassified in their entirety to net income, an entity is  required to cross-reference to
other disclosures that provide additional  details about those amounts. ASU 2013-02 is  effective
prospectively for reporting periods beginning after  December 15, 2012.  The  adoption of this ASU did
not have an impact on the Company’s financial statements, but did amend the disclosures for
accumulated other comprehensive loss.

F-12

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

3. Earnings Per Share

The following table sets forth the computation of basic  and diluted  earnings per share (in

thousands, except per share data):

Year Ended

December 28,
2013

December 29,
2012

December 31,
2011

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

$49,819

$63,548

$35,472

Shares used in computing basic earnings  per  share . . . . . . . . .

42,715

42,136

43,421

Effect of dilutive securities:

Stock options and other stock-based awards . . . . . . . . . . . . .

822

Shares used in computing diluted earnings per share . . . . . . . .

43,537

970

43,106

1,411

44,832

Earnings per share:

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

$ 1.17
$ 1.14

$
$

1.51
1.47

$
$

0.82
0.79

For fiscal years ended December 28,  2013,  December 29,  2012 and  December  31, 2011,
approximately 0.4 million, 0.5 million and 0.4 million shares, respectively, were not included  in the
diluted earnings per share calculation since  the shares were anti-dilutive.

4. Cash, Cash Equivalents and Investments

The Company’s cash equivalents and short-term investments as  of  December 28,  2013 consisted of

municipal bonds, money market funds,  variable-rate demand notes, corporate bonds, certificates of
deposit, commercial paper and asset backed securities. The Company’s long-term investments consisted
of auction-rate securities. In fiscal 2008,  auctions for many of the  Company’s auction-rate securities
failed because sell orders exceeded buy  orders.  As of December 28, 2013, the Company held
$12.4 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
$10.4 million were guaranteed by the  U.S.  government  and the remaining $2.0 million were privately
insured. As of December 28, 2013, $6.0  million had  credit ratings  of AA, $2.0 million had a credit
rating of A and $4.4 million of the auction-rate securities had credit  ratings of BBB. These securities
have contractual maturity dates ranging  from 2033  to  2046 at December 28, 2013. 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.

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 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

F-13

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

4. Cash, Cash Equivalents and Investments (Continued)

the securities at par value. As such, the Company  has  determined that no other-than-temporary
impairment losses existed as of December 28, 2013.

The Company’s cash, cash equivalents and investments consisted  of  the following (in  thousands):

December 28, 2013

Gross
Unrealized
Losses

Gross
Unrealized
Gains

Cost

Fair Value

Cash and Cash Equivalents:

Cash on hand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Available-for-sale securities:

Money market funds . . . . . . . . . . . . . . . . . . . . . . . .
Certificates of deposit
. . . . . . . . . . . . . . . . . . . . . . .
Commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . .
Municipal bonds . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total available-for-sale securities . . . . . . . . . . . . . . . . .

$ 45,544

$ —

$ —

$ 45,544

39,538
7,768
2,499
451

50,256

—
—
—
—

—

—
—
—
—

—

39,538
7,768
2,499
451

50,256

Total cash and cash equivalents . . . . . . . . . . . . . . . . . . . .

$ 95,800

$ —

$ —

$ 95,800

Short-term Investments:

Available-for-sale securities:

Municipal bonds . . . . . . . . . . . . . . . . . . . . . . . . . . .
Variable-rate demand notes . . . . . . . . . . . . . . . . . . .
Corporate bonds . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . .
Asset-backed securities . . . . . . . . . . . . . . . . . . . . . . .

$119,289
38,025
17,788
3,748
515

$

Total short-term investments . . . . . . . . . . . . . . . . . . . . . .

$179,365

$

(11)
—
(4)
—
—

(15)

$182
—
60
—
1

$243

$119,460
38,025
17,844
3,748
516

$179,593

Long-term Investments:

Available-for-sale securities:

Auction rate securities . . . . . . . . . . . . . . . . . . . . . . .

$ 12,425

$(1,793)

Total long-term investments . . . . . . . . . . . . . . . . . . . . . . .

$ 12,425

$(1,793)

$ —

$ —

$ 10,632

$ 10,632

F-14

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

4. Cash, Cash Equivalents and Investments (Continued)

Cash and Cash Equivalents:

Cash on hand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Available-for-sale securities:

U.S. Treasury bills . . . . . . . . . . . . . . . . . . . . . . . . . .
Money market funds . . . . . . . . . . . . . . . . . . . . . . . .
Municipal bonds . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total available-for-sale securities . . . . . . . . . . . . . . . . .

December 29, 2012

Gross
Unrealized
Losses

Gross
Unrealized
Gains

Cost

Fair Value

$ 56,690

$ —

$ —

$ 56,690

25,049
22,685
1,000

48,734

—
—
—

—

1
1
—

2

2

25,050
22,686
1,000

48,736

$105,426

Total cash and cash equivalents . . . . . . . . . . . . . . . . . . . .

$105,424

$ —

$

Short-term Investments:

Available-for-sale securities:

Corporate bonds . . . . . . . . . . . . . . . . . . . . . . . . . . .
Municipal bonds . . . . . . . . . . . . . . . . . . . . . . . . . . .
Variable-rate demand notes . . . . . . . . . . . . . . . . . . .
Asset-backed securities . . . . . . . . . . . . . . . . . . . . . . .
U.S. government bonds . . . . . . . . . . . . . . . . . . . . . .
International government bonds . . . . . . . . . . . . . . . .

$ 59,089
45,646
41,785
15,058
12,638
1,991

$

(5)
(7)
—
—
—
—

Total short-term investments . . . . . . . . . . . . . . . . . . . . . .

$176,207

$

(12)

$267
50
—
11
25
17

$370

$ 59,351
45,689
41,785
15,069
12,663
2,008

$176,565

Long-term Investments:

Available-for-sale securities:

Auction rate securities . . . . . . . . . . . . . . . . . . . . . . .

$ 12,525

$(1,156)

Total long-term investments . . . . . . . . . . . . . . . . . . . . . . .

$ 12,525

$(1,156)

$ —

$ —

$ 11,369

$ 11,369

The available-for-sale investments that were in a continuous unrealized loss  position, aggregated by

length of time that individual securities have  been in a  continuous loss  position,  were as follows (in
thousands):

Less Than 12 Months

12 Months or Greater

Total

As of December  28, 2013

Municipal bonds . . . . . . . . . . . . . . . . .
Auction rate securities . . . . . . . . . . . .
Corporate bonds . . . . . . . . . . . . . . . .

Fair
Value

$11,079
—
2,605

$13,684

Gross
Unrealized
Losses

Fair
Value

Gross
Unrealized
Losses

Fair
Value

Gross
Unrealized
Losses

$

(11)
(1,793)
(4)

$ — $ — $11,079
10,632
(1,793)
10,632
2,605
—
—

$10,632

$(1,793)

$24,316

$(1,808)

$(11)
—
(4)

$(15)

F-15

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

4. Cash, Cash Equivalents and Investments (Continued)

Less Than 12 Months

12 Months or Greater

Total

As of December  29, 2012

Municipal bonds . . . . . . . . . . . . . . . . .
Auction rate securities . . . . . . . . . . . .
Corporate bonds . . . . . . . . . . . . . . . .

Fair
Value

$17,152
—
9,543

$26,695

$ (7)
—
(5)

$(12)

Gross
Unrealized
Losses

Fair
Value

Gross
Unrealized
Losses

Fair
Value

Gross
Unrealized
Losses

$

(7)
(1,156)
(5)

$ — $ — $17,152
11,369
(1,156)
9,543
—

11,369
—

$11,369

$(1,156)

$38,064

$(1,168)

The gross unrealized losses as of December  28, 2013 and December 29, 2012  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 December 28, 2013 (in thousands):

Due in one year or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due after one year through ten years . . . . . . . . . . . . . . . . . . .
Due after ten years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$115,109
80,987
45,950

$115,177
81,147
44,157

$242,046

$240,481

Cost

Fair
Value

5. Derivative Financial Instruments

The Company is exposed to interest rate fluctuations  in the normal course of its business,
including through its Credit Facilities. The interest payments on the facility are calculated using  a
variable-rate of interest. The Company has entered into an  interest rate swap agreement with  an
original notional value of $100 million  (equal to the full amount  borrowed under the  Term  Loan
Facility) and, effectively, converted the  LIBOR portion of the variable-rate  interest payments to
fixed-rate interest payments through  July 2017 (the maturity date  of  the Term Loan Facility).  The
Company’s interest rate swap agreement is designated and  qualifies as a cash flow hedge.

The Company’s previous swap agreement with a notional value  of  $50.1 million was terminated in

fiscal 2012 in connection with the Company’s purchase of its corporate headquarters facilities. See
Note 9, Acquisitions, for additional information.

The Company estimates the fair values of derivatives based on quoted prices and  market

observable data of similar instruments. If  the  Term Loan Facility or the interest rate  swap agreement is
terminated prior to maturity, the fair value  of the interest  rate swap  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 termination of the Company’s swap
agreement with a notional value of $50.1 million resulted in its  remaining fair value of $0.9 million that
was previously recorded in accumulated  other comprehensive loss  to  be  reclassified into earnings during
fiscal 2012. The Company did not discontinue any other cash flow hedges  in the periods presented.

F-16

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

5. Derivative Financial Instruments (Continued)

The Company measures the effectiveness  of its  cash flow hedge by comparing the  change in fair
value of the hedged variable interest payments  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 December 28, 2013, no
portion of the gains or losses from the  Company’s hedging instrument was excluded from  the
assessment of effectiveness. Hedge ineffectiveness was not  material for  any of  the periods presented.

The Company’s derivative financial instrument consisted of the following (in  thousands):

Interest rate swap . . . . . . . Other assets, net

Other non-current liabilities

Balance Sheet Location

Fair Value

December 28,
2013

December 29,
2012

$513
—

$ —
658

The before-tax effect of derivative instruments in cash flow hedging relationships was as  follows  (in

thousands):

Gain (Loss) Recognized in
OCI on Derivatives
(Effective Portion)
during the Year Ended

Location
of Loss
Reclassified
into Income

Loss Reclassified
from Accumulated
OCI into Income
(Effective Portion)
during the Year  Ended

December 28, December 29, December 31,
2012

2011

2013

December  28, December  29, December  31,
2012

2013

2011

Interest rate swaps .

$611

$(956)

$(424)

Rent expense
Interest expense

$ —
(560)

$(2,197)
(98)

$(2,237)
—

The Company expects to reclassify $0.5 million of its interest rate swap  losses included  in
accumulated other comprehensive loss  as of December 28, 2013 into earnings in the next 12 months,
which  would be offset by lower interest  payments.

F-17

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

6. 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:

Money market funds . . . . . . . . . . . . . . . .
Certificates of deposit . . . . . . . . . . . . . . .
Commercial paper
. . . . . . . . . . . . . . . . .
Municipal bonds . . . . . . . . . . . . . . . . . . .

Total cash equivalents . . . . . . . . . . . . . . . . .

Short-term Investments:

Municipal bonds . . . . . . . . . . . . . . . . . . .
Variable-rate demand notes . . . . . . . . . . .
Corporate bonds . . . . . . . . . . . . . . . . . . .
Commercial paper
. . . . . . . . . . . . . . . . .
Asset-backed securities . . . . . . . . . . . . . .

Total short-term investments . . . . . . . . . . . .

Long-term Investments:

Auction rate securities . . . . . . . . . . . . . . .

Total long-term investments . . . . . . . . . . . .

Other assets, net:

Derivative instruments . . . . . . . . . . . . . . .

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

Fair Value Measurements
at December 28, 2013 Using

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

Significant Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Total

$39,538
—
—
—

$39,538

$ —
—
—
—
—

$ —

$ —

$ —

$ —

$ —

$

—
7,768
2,499
451

$ — $ 39,538
7,768
2,499
451

—
—
—

$ 10,718

$ — $ 50,256

$119,460
38,025
17,844
3,748
516

$179,593

$

$

$

$

—

—

513

513

$ — $119,460
38,025
17,844
3,748
516

—
—
—
—

$ — $179,593

$10,632

$10,632

$ 10,632

$ 10,632

$ — $

$ — $

513

513

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

$39,538

$190,824

$10,632

$240,994

Other non-current liabilities:

Contingent consideration . . . . . . . . . . . . .

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

$ —

$ —

$

$

—

—

$12,919

$12,919

$ 12,919

$ 12,919

F-18

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

6. Fair Value of Financial Instruments  (Continued)

Description

Assets:
Cash Equivalents:

U.S. Treasury bills . . . . . . . . . . . . . . . . . .
Money market funds . . . . . . . . . . . . . . . .
Municipal bonds . . . . . . . . . . . . . . . . . . .
Total cash equivalents . . . . . . . . . . . . . . . . .

Short-term Investments:

Corporate bonds . . . . . . . . . . . . . . . . . . .
Municipal bonds . . . . . . . . . . . . . . . . . . .
Variable-rate demand notes . . . . . . . . . . .
Asset-backed securities . . . . . . . . . . . . . .
U.S. government bonds . . . . . . . . . . . . . .
International government bonds . . . . . . . .

Total short-term investments . . . . . . . . . . . .

Long-term Investments:

Auction rate securities . . . . . . . . . . . . . . .

Total long-term investments . . . . . . . . . . . .

Fair Value Measurements
at December 29, 2012 Using

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

Significant Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Total

$25,050
22,686
—
$47,736

$ —
—
—
—
12,663
—

$12,663

$ —

$ —

$

$

—
—
1,000
1,000

$ 59,351
45,689
41,785
15,069
—
2,008

$163,902

$

$

—

—

$ — $ 25,050
22,686
1,000
$ — $ 48,736

—
—

$ — $ 59,351
45,689
41,785
15,069
12,663
2,008

—
—
—
—
—

$ — $176,565

$11,369

$11,369

$ 11,369

$ 11,369

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

$60,399

$164,902

$11,369

$236,670

Liabilities:

Derivative instruments . . . . . . . . . . . . . . .
Contingent consideration . . . . . . . . . . . . .

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

$ —
—

$ —

$

$

658
—

658

$ — $

2,750

658
2,750

$ 2,750

$

3,408

The Company’s cash equivalents and short-term investments that  are classified as Level 1 are
valued using quoted prices and other relevant  information generated  by market  transactions involving
identical assets. Cash equivalents and short-term investments classified as Level 2  are valued using
non-binding market consensus prices  that are corroborated with  observable  market  data; quoted  market
prices for similar instruments in active  markets;  or pricing models, such  as a discounted cash  flow
model, with all significant inputs derived from or corroborated with observable market data.
Investments classified as Level 3 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  and  a discount to reflect the Company’s inability to liquidate
the securities. The Company’s derivative instruments are valued using a  discounted cash flow model.
The assumptions used in preparing the discounted cash flow model include  quoted interest swap  rates
and market observable data of similar instruments.

The Company’s contingent consideration is valued using a  Monte Carlo  simulation model or a
probability weighted discounted cash flow model.  The assumptions used in preparing the  Monte Carlo

F-19

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

6. Fair Value of Financial Instruments  (Continued)

simulation model include estimates for revenue  growth rates, revenue volatility, contractual terms and
discount rates. The assumptions used in  preparing  the discounted cash flow model include estimates for
outcomes if milestone goals are achieved,  the probability of achieving each outcome and discount rates.

The following summarizes quantitative  information about Level 3 fair value measurements.

Auction rate securities

Fair Value at
December 28, 2013
(000s)

Valuation Technique

Unobservable  Input

$10,632

Discounted cash flow Estimated  yield

Weighted
Average

1.11%

Expected holding period

10 years

Estimated discount rate

4.05%

The Company has followed an established internal control procedure used in  valuing auction  rate
securities. The procedure involves the analysis  of  valuation  techniques and evaluation  of  unobservable
inputs commonly used by market participants to price  similar  instruments,  and which have been
demonstrated to provide reasonable estimates of prices obtained  in actual market  transactions. Outputs
from the valuation process are assessed against various market sources  when they are available,
including marketplace quotes, recent trades  of similar illiquid securities, benchmark indices and
independent pricing services. The technique and unobservable input parameters  may be recalibrated
periodically to achieve an appropriate estimation  of the fair value of the securities.

Significant changes in any of the unobservable  inputs used in the fair value measurement of

auction rate securities in isolation could result in  a significantly  lower  or  higher fair  value measurement.
An increase in expected yield would  result in a  higher fair value measurement, whereas an increase  in
expected holding period or estimated discount rate  would result  in a lower  fair value measurement.
Generally, a change in the assumptions  used  for expected holding period is  accompanied  by  a
directionally similar change in the assumptions  used  for estimated yield and discount  rate.

Contingent consideration

Fair Value at
December 28, 2013
(000s)

Valuation Technique

Unobservable Input

Range

$12,919

Monte Carlo simulation Expected  revenue  growth  rate

26.2% - 51.9%

Expected revenue volatility

20.0%

Expected term

1.0 - 5.0  years

Estimated discount rate

0.1%  - 1.6%

The Company has followed an established internal control procedure used in  valuing contingent
consideration. The valuation of contingent  consideration for the Energy Micro acquisition is based on a
Monte Carlo simulation model. The  fair value of this valuation is estimated  on a  quarterly basis
through a collaborative effort by the  Company’s sales, marketing and finance departments.

F-20

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

6. Fair Value of Financial Instruments  (Continued)

Significant changes in any of the unobservable  inputs used in the fair value measurement of
contingent consideration in isolation  could result in a significantly lower or higher fair value. A change
in projected revenue growth rates would be accompanied  by a directionally similar change in fair value.
A change in discount rate would be accompanied by a directionally opposite change in fair  value.

The following summarizes the activity  in  Level  3  financial  instruments  for  the years ended

December 28, 2013 and December 29, 2012 (in thousands):

Assets

Auction  Rate Securities

Year Ended

December 28,
2013

December 29,
2012

Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain (loss) included in other comprehensive income . . . . . . . . . . . . . . . . . .

$11,369
(100)
(637)

Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$10,632

$17,477
(6,700)
592

$11,369

Liabilities

Contingent Consideration (1)

Year Ended

December 28,
2013

December 29,
2012

Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain recognized in earnings (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 2,750
13,964
(3,795)

Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$12,919

$

876
4,004
(2,130)

$ 2,750

Net gain for the period included in earnings attributable  to contingent

consideration held at the end of the  period:

. . . . . . . . . . . . . . . . . . . . . .

$ 1,045

$ 1,254

(1) In connection with the acquisition  of  Energy Micro,  Ember and ChipSensors, the Company

recorded contingent consideration based upon  the expected  achievement of certain milestone
goals. Changes to  the fair value of contingent  consideration due  to  changes in  assumptions  used  in
preparing the valuation model are recorded in selling,  general and administrative expenses  in the
Consolidated Statements of Income.

(2) The Company reduced the estimated  fair  value of contingent consideration because  certain

milestone goals were either not achieved or were expected to be achieved at a lower outcome.

Fair values of other financial instruments

The Company’s Term Loan Facility bears interest at LIBOR plus an  applicable  margin. The fair
value of the Company’s Term  Loan Facility approximates its carrying values as of December 28,  2013
and December 29, 2012, based on the estimated margin observed for loans to companies under similar

F-21

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

6. Fair Value of Financial Instruments  (Continued)

terms and credit profiles. 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.

7. Balance Sheet Details

The following tables show the details of selected Consolidated Balance Sheet  items (in thousands):

Inventories

Work in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Prepaid Expenses and Other Current Assets

Distributor advances . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Property and Equipment

December 28,
2013

December 29,
2012

$34,503
10,768

$45,271

$42,103
7,476

$49,579

December 28,
2013

December 29,
2012

$31,839
15,812

$47,651

$21,260
20,177

$41,437

December 28,
2013

December 29,
2012

Buildings and improvements . . . . . . . . . . . . . . . . . . . . . .
Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Computers and purchased software . . . . . . . . . . . . . . . . .
Leasehold interest in ground leases . . . . . . . . . . . . . . . . .
Furniture and fixtures . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . .

$ 94,221
51,071
25,556
23,840
3,496
7,784

$ 90,900
48,219
27,294
23,840
3,129
7,587

Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . .

205,968
(73,523)

200,969
(65,698)

$132,445

$135,271

F-22

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

7. Balance Sheet Details (Continued)

Accrued Expenses

Accrued compensation and benefits . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other Non-current Liabilities

Acquisition-related escrow . . . . . . . . . . . . . . . . . . . . . . . .
Contingent consideration . . . . . . . . . . . . . . . . . . . . . . . .
Acquired unfavorable leases . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

December 28,
2013

December 29,
2012

$24,896
21,079

$45,975

$22,298
18,112

$40,410

December 28,
2013

December 29,
2012

$20,010
12,919
11,268
11,744

$55,941

$ —
—
11,794
8,821

$20,615

8. 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 municipal  bonds, money market
funds,  variable-rate demand notes, corporate bonds,  auction-rate securities,  certificates  of  deposit,
commercial paper and asset backed 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 consisted  of  the following:

Edom Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Arrow Electronics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Avnet

26%
10%
**

23%
**
12%

December 28,
2013

December 29,
2012

** 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.

F-23

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

8. Risks and Uncertainties (Continued)

Distributor Advances

On sales to distributors, the Company’s payment terms often require the distributor to initially pay

amounts owed to the Company for an  amount  in excess of their ultimate cost. The Company’s sales
price to its distributors may be higher than the amount that the distributors will ultimately owe the
Company because distributors often  negotiate  price reductions after  purchasing the product from the
Company and such reductions are often  significant. These negotiated price discounts are not granted
until the distributor sells the product to the  end customer, which may occur  after the distributor has
paid the original invoice amount to the  Company. Payment of invoices  prior to receiving an associated
discount can have an adverse impact  on  the working capital of the Company’s distributors. Accordingly,
the Company has entered into agreements with  certain distributors whereby it  advances cash  to  the
distributors to reduce the distributor’s working capital requirements. The advance amounts are  based
on the distributor’s inventory balance, and are adjusted quarterly.  Such  amounts are recorded in
prepaid expenses and other current assets  in the Consolidated  Balance  Sheet. The terms of  these
advances are  set forth in binding legal agreements  and are unsecured, bear no interest on unsettled
balances  and are due upon demand. The agreements governing these advances can be cancelled  by  the
Company at any time.

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 2013, 2012  or 2011.  The  Company’s end
customers and distributors that accounted for  greater  than 10% of revenue  consisted of the  following:

Year Ended

December 28,
2013

December 29,
2012

December 31,
2011

End Customers
Samsung* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Distributors
Edom  Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Avnet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Macnica . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

15%

21%
11%
**

19%

22%
11%
**

13%

24%
12%
10%

Samsung’s purchases were across a variety of product areas.

*
** Less than 10% of revenue

F-24

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

9. Acquisitions

Energy Micro

On July 1, 2013, the Company acquired  Energy Micro AS, a late-stage private company. Energy

Micro designed and developed energy-efficient 32-bit microcontrollers based on ARM Cortex-M
architecture. Energy Micro’s energy-friendly solutions are designed to enable a broad range  of  power-
sensitive applications for the Internet of  Things (IoT),  including smart energy,  home automation,
security and portable electronics markets.

The Company acquired Energy Micro for approximately $140.6 million, including: 1) Initial
consideration of $107.4 million; 2) Deferred consideration  in the form of a promissory note with an
estimated fair value of $19.2 million at the date  of  acquisition (the promissory note was  subsequently
exchanged for approximately 0.5 million shares  of  the Company’s restricted stock after a mandatory
two-month creditor notice.); and 3) Contingent consideration  (the ‘‘Earn-Out’’) with an estimated fair
value of $14.0 million at the date of  acquisition.  The Earn-Out is payable up to approximately
$33.3 million based on the extent to  which the annual revenue growth  rate from  certain Energy Micro
and Silicon Laboratories products (the ‘‘Earn-Out Products’’) exceeds 25% per year, over a five-year
period from fiscal 2014 through 2018 (the ‘‘Earn-Out Period’’). The Earn-Out is payable on an annual
basis and in no event shall exceed $6,666,666 per year, unless revenue from the  Earn-Out Products
exceeds $400  million in a single fiscal  year during the Earn-Out  Period  (in which case,  the entire
Earn-Out amount less any amounts previously paid will  become payable). Approximately $20.3  million
of the initial consideration was held in escrow by the  Company as  security for breaches  of
representations and warranties and certain other expressly enumerated matters. The escrow obligation
was recorded in other non-current liabilities in the  Consolidated Balance Sheet.

A portion of the Earn-Out (28.76%)  is contingent  on the  continued employment  of certain key

employees for the three years following  the acquisition date  (the ‘‘Departure Percentage’’). The
Departure Percentage was accounted for  as a  transaction separate  from  the business combination based
on its economic substance and will be recorded as post-combination  compensation  expense in  the
Company’s financial statements during the Earn-Out  period.

The Company believes that this strategic acquisition will  accelerate  its deployment of energy-
friendly solutions across the IoT industries, while further scaling the Company’s engineering team.
These factors contributed to a purchase  price that was in  excess  of the fair  value of the  net assets

F-25

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

9. Acquisitions (Continued)

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:

In-process research and development . . . . . . . . . . . .
Core and developed technology . . . . . . . . . . . . . . . .
Customer relationships . . . . . . . . . . . . . . . . . . . . . .
Trademarks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 18,600
29,100
6,400
1,300

Not amortized
7
8
8

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other non-current assets . . . . . . . . . . . . . . . . . . . . . .
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-current deferred tax liabilities, net . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other non-current liabilities . . . . . . . . . . . . . . . . . . . .

55,400
919
6,486
98,515
3,117
(8,000)
(6,288)
(8,434)
(1,133)

Total purchase price . . . . . . . . . . . . . . . . . . . . . . . . . .

$140,582

The allocation of the purchase price is preliminary and subject  to  change, based  on finalization of
certain income tax matters. Accordingly,  adjustments may be made to the values  of the assets  acquired
and liabilities assumed as additional information is  obtained about the facts and  circumstances that
existed at the valuation date.

In-process research and development (IPR&D) represents acquired technology that had  not

achieved technological feasibility as of the acquisition date and had no  alternative future use.  The
IPR&D recorded in connection with the  acquisition of Energy Micro  consisted of a  multi-protocol
wireless RF solution. The fair value of  this technology  was determined using  the income approach. The
discount rate applicable to the cash flows was  13.0%. The remaining  research  and development  efforts
include additional design, integration and  testing. The  significant risks  associated with  the successful
completion of this project include the Company’s potential inability to finish the product designs,
produce working models and gain customer acceptance.

Pro forma information related to this  acquisition  has  not  been presented because it would not be

materially different from amounts reported.  The Company recorded approximately $2.4  million of
acquisition-related costs in selling, general  and administrative  expenses during fiscal 2013.

Ember

On July 3, 2012, the Company acquired  Ember  Corporation, a privately held company. Ember’s

products integrate high-performance,  low-power 2.4  GHz wireless ICs  with reliable  and scalable
software into a flexible and robust networking platform. The  Company acquired Ember for

F-26

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

9. Acquisitions (Continued)

approximately $79.0 million, including contingent consideration with an estimated fair value of
$4.0 million at the date of acquisition.

The Company believes that this strategic acquisition provides it with the technology  and software

expertise required to enable the low-power mesh sensor networks being deployed today  in a wide range
of residential, commercial and industrial  applications. 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:

In-process research and development . . . . . . . . . . . . .
Developed technology . . . . . . . . . . . . . . . . . . . . . . .
Customer relationships . . . . . . . . . . . . . . . . . . . . . . .
Trademarks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$14,810
17,800
5,620
910

Not amortized
11
9
12

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-current deferred tax assets, net . . . . . . . . . . . . . . .
Other non-current assets . . . . . . . . . . . . . . . . . . . . . . .
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

39,140
3,115
1,928
4,749
324
14,777
16,449
1,776
(3,287)

Total purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . .

$78,971

The IPR&D recorded in connection with the acquisition of Ember consisted  of a low-power
RF transceiver. The fair value of this technology was determined  using the income approach.  The
discount rate applicable to the cash flows was  12.5%.

Pro forma information related to this  acquisition has  not  been  presented because it would not be

materially different from amounts reported. Acquisition-related  costs  were  not  significant.

Corporate Headquarters Buildings

The Company leased facilities at 400  W.  Cesar Chavez (‘‘400 WCC’’) and 200 W. Cesar Chavez

(‘‘200 WCC’’) in Austin, Texas for its corporate headquarters. During the terms of  the leases, the
Company had options to purchase the  buildings for approximately $44.3 million  for 400 WCC and
$50.1 million for 200 WCC. In September 2012, the  Company exercised  such options and purchased the
facilities.

The buildings are located on  land which is leased through 2099 from a third party. The  rents  for
these ground leases were prepaid for  the term of the leases by the previous lessee. The first floor of

F-27

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

9. Acquisitions (Continued)

each  building was leased to the same  third party for  the term of the ground leases. The  base  rents  for
the first floor leases were prepaid to the  previous  owner of the buildings. Portions of the remaining
floors were also leased to other tenants.

The Company determined that the purchase of the facilities represented a business combination.

Under the acquisition method of accounting, the  assets acquired and liabilities assumed were  recorded
at their fair values as of the date of the  acquisition.  The purchase price was allocated as follows (in
thousands):

Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leasehold interest in ground leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquired unfavorable leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lease-related charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net gain on purchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amount

$ 90,900
23,840
(11,925)
(8)
(8,457)

Total purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 94,350

The buildings and leasehold interest in ground leases will be  depreciated on a straight-line basis

over their estimated useful lives of 40 years and 86  years,  respectively. Acquired unfavorable leases
represent the difference between contractual minimum rental payments due  under previously-existing
leases in each building and the market  rates of those  same leases.  This amount was recorded  in other
non-current liabilities in the Consolidated Balance Sheet and will be amortized  to  rental income over
the estimated terms of the leases.

The purchase of the facilities resulted in a  net gain of approximately $8.5  million, which was
recorded  in selling, general and administrative expenses in the  Consolidated  Statement of Income.  The
gain resulted primarily because the assets acquired and liabilities assumed  were recorded  at their fair
values as of the date of the acquisition,  which was substantially higher than  the purchase prices of  the
facilities. The purchase prices were fixed at the beginning of the  two  leases in March 2006 and  March
2008. While market prices for such facilities increased over the terms  of the leases,  the purchase prices
remained the same.

Spectra Linear

On January 25, 2011, the Company acquired  Spectra Linear, Inc.,  a  late-stage  private company

offering integrated timing solutions. The  Company acquired Spectra Linear for  approximately
$28.6 million, including contingent consideration with an estimated fair value  of  $1.0 million at  the date
of acquisition. In addition, the Company assumed approximately $8.0 million of Spectra Linear net
liabilities in connection with the acquisition.

The Company paid an additional approximately $4.5  million of consideration to certain Spectra
Linear employees in connection with  an  agreement between the employees and  Spectra  Linear. This
agreement provided that upon the sale  of  Spectra Linear, a portion of the  proceeds would  be  paid to
such employees as bonuses. The agreement was accounted for as a transaction separate  from the
business combination based on its economic substance  and was  recorded as post-combination
compensation expense in the Company’s financial statements during fiscal 2011.

F-28

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

9. Acquisitions (Continued)

The Company believes that the acquisition adds a  broad family of timing ICs that will  enable it  to

accelerate penetration in high-volume applications, while further scaling 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 . . . . . . . . . . . . . . . . . . . . . . .

$16,560
1,400

10
10

Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax assets—non-current . . . . . . . . . . . . . . . . .
Other non-current assets . . . . . . . . . . . . . . . . . . . . . . .
Notes payable—current portion . . . . . . . . . . . . . . . . . .
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . .

17,960
1,759
1,199
1,658
4,097
12,316
597
(4,641)
(3,112)
(3,254)

Total purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . .

$28,579

Pro forma information related to this  acquisition has  not  been  presented because it would not be

materially different from amounts reported. Acquisition-related  costs  were  not  significant.

10. Goodwill and Other Intangible Assets

Goodwill

The following summarizes the activity  in goodwill for the years  ended December  28, 2013 and

December 29, 2012 (in thousands):

Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions due to business combinations . . . . . . . . . . . . . .

$130,265
98,516

$115,489
14,776

Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$228,781

$130,265

Year Ended

December 28,
2013

December 29,
2012

F-29

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

10. Goodwill and Other Intangible Assets (Continued)

Other Intangible Assets

The gross carrying amount and accumulated amortization  of  other intangible assets are as  follows

(in thousands):

Intangible assets:

Subject to amortization:

Core and developed technology . .
Customer relationships . . . . . . . .
Patents . . . . . . . . . . . . . . . . . . .
Trademarks . . . . . . . . . . . . . . . .

Weighted-Average
Amortization
Period
(Years)

December 28, 2013

December 29,  2012

Gross
Amount

Accumulated
Amortization

Gross
Amount

Accumulated
Amortization

9
9
6
10

9

$138,340
14,500
3,000
2,210

$(41,782)
(2,330)
(750)
(195)

$ 95,420
8,100
3,000
910

$(30,145)
(1,057)
(250)
(38)

158,050

(45,057)

107,430

(31,490)

Not subject to amortization:
In-process research and

development . . . . . . . . . . . . . .

Not
amortized

18,600

—

14,810

—

Total intangible assets . . . . . . . . . . . .

$176,650

$(45,057)

$122,240

$(31,490)

Gross intangible assets increased $55.4 million in fiscal 2013 due to the acquisition of Energy

Micro. This increase was offset by the removal of $1.0  million of fully amortized assets.

Amortization expense related to intangible  assets for fiscal 2013,  2012 and  2011 was $14.6 million,

$10.7 million and $9.9 million, respectively.  The estimated aggregate amortization expense for
intangible assets subject to amortization for each of the  five  succeeding fiscal years is  as follows (in
thousands):

Fiscal Year

2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$17,060
16,669
16,019
15,052
14,309

11. Debt

On July 31, 2012, the Company and certain of  its domestic subsidiaries (the ‘‘Guarantors’’) entered

into a $230 million five-year Credit Agreement (the ‘‘Agreement’’). The Agreement consists of a
$100 million Term Loan Facility and a  $130  million Revolving  Credit  Facility (collectively, the ‘‘Credit
Facilities’’).

The Term Loan Facility provides for  quarterly principal amortization (equal to 5% of the  principal

in each of the first two years and 10% of  the principal in each of the  next three years) with the
remaining balance payable upon the maturity date. The Revolving Credit Facility includes a  $25 million

F-30

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

11. Debt (Continued)

letter of credit sublimit and a $10 million swingline  loan sublimit. The Company has an  option to
increase the size of the Revolving Credit  Facility by up to an aggregate  of $50 million in  additional
commitments, subject to certain conditions.  On  September 27, 2012, the Company borrowed
$100 million under the Term Loan Facility. To date, the Company  has not borrowed under the
Revolving Credit Facility.

The Term Loan Facility and Revolving Credit  Facility, other than swingline loans, will bear interest

at LIBOR plus an  applicable margin or,  at the option of the Company,  a base rate (defined as the
highest of the Bank of America prime rate, the Federal Funds rate plus 0.50%  and a  daily rate equal
to one-month LIBOR plus 1.00%) plus  an applicable margin. Swingline loans accrue interest at  a per
annum rate based  on the base rate plus  the applicable  margin for base rate loans. The applicable
margins for the LIBOR rate loans range  from 1.50%  to  2.50% and for base  rate loans range from
0.50% to 1.50%, depending in each case,  on  the leverage ratio as  defined in the Agreement. The
Company also pays a commitment fee  on the  unused amount of the Revolving Credit Facility.

In connection with the closing of the  Credit Agreement, the Company entered into a security and
pledge agreement. Under the security and pledge  agreement, the Company pledged equity  securities of
certain of its subsidiaries, subject to exceptions  and limitations. The Credit Facilities contain various
conditions, covenants and representations  with which the Company  must be in compliance in order to
borrow funds and to avoid an event of default, including financial covenants that the Company must
maintain a leverage ratio (funded debt/EBITDA) of no more than 2.5  to  1 and a minimum fixed charge
coverage ratio (EBITDA/debt payments,  income taxes and  capital expenditures) of  no less than 1.50 to
1. As of December 28, 2013, the Company was in compliance with all  covenants of the  Credit Facilities.

As of December 28, 2013, the remaining contractual maturities of the Term Loan Facility were as

follows (in thousands):

Fiscal Year

2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 7,500
10,000
10,000
67,500

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$95,000

Interest Rate Swap Agreement

In connection with the $100 million borrowed under the Term Loan Facility, the Company entered

into an interest rate swap agreement  as  a hedge against the LIBOR portion  of  such variable interest
payments. Under the terms of the swap agreement, the  Company effectively converted the LIBOR
portion of the interest on the Term Loan Facility to a fixed  interest rate of 0.764%  through the
maturity date. As of December 28, 2013, the combined interest  rate on the Term Loan Facility (which
includes an applicable margin) was 2.514%.  See Note 5, Derivative Financial Instruments, for additional
information.

F-31

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

12. Stockholders’ Equity

Common Stock

The Company issued 1.6 million shares  of common stock  during fiscal 2013, including
approximately 0.5 million shares issued in connection with the acquisition of Energy Micro.

Share Repurchase Programs

The Board of Directors authorized the  following share repurchase programs (in thousands):

Program Authorization Date

Program
Termination
Date

January 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
January 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
April 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
October 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . April 2012
July 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . August 2011

January 2015
January 2014
January 2013

Program
Amount

$100,000
$ 50,000
$100,000
$ 50,000
$150,000

These programs allow 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 repurchased  0.7 million shares, 1.7  million shares and  3.2 million shares  of its
common stock for $26.0 million, $62.0  million and $110.1 million during  fiscal  2013, 2012 and 2011,
respectively. These shares were retired  upon repurchase.

F-32

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

12. Stockholders’ Equity (Continued)

Accumulated Other Comprehensive Loss

The components of accumulated other  comprehensive loss, net of taxes, were as follows (in

thousands):

Unrealized Gain
(Loss) on Cash
Flow Hedge

Net Unrealized
Losses on
Available-
For-Sale Securities

Balance at January 1, 2011 . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss) before  reclassifications .
Amount reclassified from accumulated  other  comprehensive
loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net change for the period . . . . . . . . . . . . . . . . . . . . . . . . .

Balance at December 31, 2011 . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss) before  reclassifications .
Amount reclassified from accumulated  other  comprehensive
loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net change for the period . . . . . . . . . . . . . . . . . . . . . . . . .

Balance at December 29, 2012 . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss) before reclassifications .
Amount reclassified from accumulated  other comprehensive
loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net change for the period . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 28, 2013 . . . . . . . . . . . . . . . . . . . . . .

$(2,477)
(276)

1,454

1,178

(1,299)
(621)

1,492

871

(428)
397

364

761
333

$

Reclassifications From Accumulated Other Comprehensive Loss

$(1,171)
3

—

3

(1,168)
650

—

650

(518)
(348)

(151)

(499)
$(1,017)

Total

$(3,648)
(273)

1,454

1,181

(2,467)
29

1,492

1,521

(946)
49

213

262
$ (684)

Reclassification  (in thousands)

Losses on cash flow hedges to:

Year ended

December 28,
2013

December 29,
2012

December 31,
2011

Rent expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ —
(560)

$(2,295)
—

$(2,237)
—

Gains on available-for-sales securities  to:

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

Income tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

232

(328)

115

—

—

(2,295)

(2,237)

803

783

Total reclassifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$(213)

$(1,492)

$(1,454)

F-33

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

12. Stockholders’ Equity (Continued)

Income Tax Allocated to the Components of Other  Comprehensive Income

The income tax effects of the components of other comprehensive  income  were as follows (in

thousands):

Income tax (expense) benefit on:

Net changes to available-for-sale securities:

Year ended

December 28,
2013

December 29,
2012

December 31,
2011

Unrealized gains (losses) arising during  the period . . . . . . . .
Reclassification for gains included in net income . . . . . . . . .

$ 187
81

Net changes to cash flow hedges:

Unrealized gains (losses) arising during  the period . . . . . . . .
Reclassification for losses included in net income . . . . . . . . .

(214)
(196)

$(350)
—

335
(803)

$

(1)
—

148
(783)

Other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . .

$(142)

$(818)

$(636)

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 has a term of 10  years  from the shareholders’ approval date. The 2009 Purchase
Plan became effective on April 30, 2010.

2009 Stock Incentive Plan

Under the 2009 Plan, the following may be granted: stock options, stock appreciation  rights,

performance shares, performance stock units, restricted stock  units  (RSUs),  restricted stock awards
(RSAs), 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  offered 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 RSAs and RSUs), (iii) the granting of special below-market stock options to executive officers and

F-34

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

13. Stock-Based Compensation (Continued)

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.

Stock Grants and Modifications

The Company granted to its employees 1.1  million,  0.8 million and 0.8 million shares of full value

awards and no stock options from the  2009 Plan during fiscal 2013, 2012 and 2011, respectively.

The Company recorded $1.9 million  in  selling, general  and administrative expense during fiscal
2012 in connection with modifications to certain  stock awards. The Company accelerated  the vesting of
certain RSUs and Market Stock Units (MSUs)  and  extended the exercise period  of stock options
pursuant to a separation agreement between the Company  and its former Chief Executive Officer
(CEO). There were no other significant modifications made to any stock grants during fiscal 2013, 2012
or 2011.

Included in the full value awards granted under  the 2009 Plan in  fiscal  2013, 2012  and 2011 were a

total of 132 thousand, 110 thousand and 55  thousand market-based stock awards, respectively. The
awards, also known as MSUs, provide  the rights to acquire a number of shares of common stock  for no
cash consideration based upon achievement of specified levels of market conditions. The requisite
service period for these MSUs is also  the vesting period, which is  generally three years. The
performance criteria of the MSUs measure the  difference between the total stockholders’ return of the
Company against that of the Philadelphia  Semiconductor  Sector  Total Return Index.

2009 Employee Stock 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 (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 (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.  During fiscal 2013, 2012 and
2011, the Company issued 190 thousand, 181 thousand and 169 thousand shares, respectively,  under the
2009 Purchase Plan to its employees.  The  weighted-average fair value for purchase rights granted  in
fiscal 2013 under the 2009 Purchase Plan was  $9.34 per share.

F-35

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

13. Stock-Based Compensation (Continued)

Accounting for Stock-Based Compensation

Stock-based compensation costs are 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 equal  their intrinsic value on
the date of grant. The fair values of market-based performance awards generally are estimated using a
Monte Carlo simulation based on the date of grant.

The Black-Scholes valuation calculation requires the Company 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 Monte Carlo simulation used to  calculate the fair value of the MSUs simulates  the present

value of the potential outcomes of future stock prices of the Company  and  the Philadelphia
Semiconductor Sector Total Return Index  over the requisite service period. The projection of stock
prices are based on the risk-free rate  of  return, the volatilities of the stock price of the  Company and
the Index, and the correlation of the  stock price  of the  Company with  the Index.

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-based  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 RSAs are fully expensed in
the period of grant, when shares are  immediately issued with no  vesting restrictions. The fair values  of
MSUs are amortized as compensation  expense on a straight-line basis over the  performance and service
periods of the grants. Compensation  expense 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

December 28,
2013

December 29,
2012

December 31,
2011

2009 Employee Stock Purchase Plan:

Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk-free interest rate % . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected term (in months) . . . . . . . . . . . . . . . . . . . . . . . . .
Dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

27%
0.1%
7
—

38%
0.2%
15
—

27%
0.2%
11
—

F-36

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

13. Stock-Based Compensation (Continued)

A summary of stock-based compensation activity with respect to fiscal 2013 follows:

Stock Options

Outstanding at December 29, 2012 . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cancelled or expired . . . . . . . . . . . . . . . . . . . . . . . . . . .

Weighted-Average
Remaining
Contractual
Term
(In Years)

Aggregate
Intrinsic
Value
(000s)

Weighted-
Average
Exercise
Price

$35.86
$34.72
$46.87

Shares
(000s)

1,696
(480)
(127)

Outstanding at December 28, 2013 . . . . . . . . . . . . . . . . .

1,089

$35.09

Vested at December 28, 2013 and expected  to  vest . . . . .

1,089

$35.09

Exercisable at December 28, 2013 . . . . . . . . . . . . . . . . .

1,089

$35.09

1.96

1.96

1.96

$9,688

$9,688

$9,688

RSAs, RSUs and MSUs

Outstanding at December 29, 2012 . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cancelled or expired . . . . . . . . . . . . . . . . . . . . . . . . . . .

Shares
(000s)

1,708
1,118
(553)
(192)

Outstanding at December 28, 2013 . . . . . . . . . . . . . . . . .

2,081

Outstanding at December 28, 2013 and expected to vest .

1,900

Weighted- Weighted-Average
Average
Purchase
Price

Remaining
Vesting Term
(In Years)

Aggregate
Intrinsic
Value
(000s)

$—
$—
$—
$—

$—

$—

1.25

1.25

$88,135

$80,471

The following summarizes the Company’s weighted average fair value at the date of grant:

Year Ended

December 28,
2013

December 29,
2012

December 31,
2011

Per grant of RSAs, RSUs and MSUs . . . . . .

$41.69

$43.82

$44.73

The following summarizes the Company’s stock-based payment and stock option values  (in

thousands):

Intrinsic value of stock options exercised . . .
Intrinsic value of RSAs and RSUs that

Year Ended

December 28,
2013

December 29,
2012

December 31,
2011

$ 4,198

$ 9,064

$ 8,622

vested . . . . . . . . . . . . . . . . . . . . . . . . . . .

$23,649

$40,105

$38,769

Grant date fair value of RSAs and RSUs

that vested . . . . . . . . . . . . . . . . . . . . . . .

$24,026

$31,215

$29,488

The Company had approximately $51.2 million of total unrecognized  compensation costs  related to
stock awards at December 28, 2013 that  are  expected to be  recognized over a  weighted-average period

F-37

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

13. Stock-Based Compensation (Continued)

of 2.1  years. There were no significant stock-based compensation costs capitalized into assets  in any of
the periods presented.

The Company received cash of $15.3  million for the issuance of common stock, net of shares
withheld for taxes, during fiscal 2013. The  Company  issues shares  from the shares reserved under its
stock plans upon the exercise of stock  options, issuance of RSAs, vesting of RSUs and MSUs, and
purchases through employee stock purchase  plans. The Company does not  currently expect to
repurchase shares  from any source to  satisfy such obligation.

The following table presents details of stock-based  compensation  costs recognized in the

Consolidated Statements of Income (in thousands):

Cost of revenues . . . . . . . . . . . . . . . . . . . . .
Research and development . . . . . . . . . . . . .
Selling, general and administrative . . . . . . . .

Income tax benefit . . . . . . . . . . . . . . . . . . .

Year Ended

December 28,
2013

December 29,
2012

December 31,
2011

$

952
14,530
15,318

30,800
2,633

$ 1,206
12,602
17,368

31,176
4,911

$ 1,319
14,872
19,924

36,115
3,957

$28,167

$26,265

$32,158

As of December 28, 2013, the Company had reserved  shares  of  common  stock for  future issuance

as follows (in thousands):

2000 Stock Incentive Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2009 Stock Incentive Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2009 Employee Stock Purchase Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,092
4,913
636

Total shares reserved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6,641

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 $3.0 million, $2.9 million  and $2.7  million  to  the 401(k) Plan during
fiscal 2013, 2012 and 2011, respectively.

F-38

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

15. Commitments and Contingencies

Operating Leases

The Company leases certain facilities under operating  lease agreements that expire at various dates

through 2022. Some of these arrangements contain renewal options and require the Company to pay
taxes, insurance and maintenance costs.

Rent expense under operating leases  was $4.2  million,  $4.4 million and $4.5 million for fiscal 2013,

2012 and 2011, respectively. The minimum annual  future rentals under the  terms of these leases as of
December 28, 2013 are as follows (in  thousands):

Fiscal Year

2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 4,232
3,704
3,058
2,350
1,449
682

Total minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$15,475

Litigation

Patent Litigation

On January 21, 2014, Cresta Technology Corporation (‘‘Cresta  Technology’’), a Delaware

corporation,  filed  a  lawsuit  against  the  Company,  Samsung  Electronics Co., Ltd.,  Samsung  Electronics
America, Inc., LG Electronics Inc. and LG  Electronics  U.S.A., Inc. in the United States District  Court
in  the  District  of  Delaware,  alleging  infringement  of  United  States  Patent  Nos. 7,075,585,  7,265,792  and
7,251,466.  The  lawsuit  relates  to  the  Company’s family of television tuner products.  Cresta Technology
seeks  unspecified  compensatory  and  enhanced  damages,  attorney  fees  and  a  permanent  injunction.  On
January 28, 2014, Cresta Technology  also  filed  a complaint with  the United States  International Trade
Commission alleging infringement of the  same patents against  the Company,  Samsung  and LG
Electronics  and  seeking  to  prevent  the  importation  and  sale  of  allegedly  infringing  products  in  the
United  States.  The  Company  intends  to  vigorously  defend  against  these  allegations.  At  this  time,  the
Company cannot predict the outcome of these matters or the resulting financial impact to it,  if  any.

In 2012, MaxLinear, Inc., a Delaware  corporation, and the Company  engaged  one another in three

patent infringement lawsuits filed in  the  United States District Court  for the  Southern District of
California, San Diego Division, and in  the United  States  District Court for the Western District  of
Texas, Austin Division. The Texas Court  determined  that the dispute concerning MaxLinear’s patents
would proceed in the California Court. On  May 16,  2013, MaxLinear  filed an  additional patent
infringement lawsuit against the Company in the United States District Court for the Southern District
of California. On October 3, 2013, the Company  and MaxLinear executed  a Settlement Agreement
resolving all of the lawsuits between them. MaxLinear granted the  Company a license to its patent
portfolio for the accused Company products,  and  the Company granted MaxLinear a license to its
patent portfolio for the accused MaxLinear products. As part of  the  settlement, MaxLinear made a

F-39

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

15. Commitments and Contingencies  (Continued)

one-time payment  of $1.25 million to the  Company. The Company and MaxLinear also entered into a
3-year covenant not to sue and agreed  to  dismiss all of the pending cases.

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
statements.

16. Related Party Transactions

On March 26, 2013, the Company entered into an  agreement to purchase consulting services in
connection with the acquisition of Energy Micro. The fees for such  services were  $1.5 million during
fiscal 2013. Mr. Bock, the Company’s President, is also an independent contractor with the consulting
entity. Mr. Bock is not providing consulting services to the Company on behalf  of  the entity. Mr. Bock
and the entity have agreed that Mr. Bock will receive  no compensation in conjunction with the
agreement. Mr. Bock abstained from  the negotiations with  respect to the agreement  between  the
Company and the entity.

On July 1, 2013, Geir Førre joined the Company as senior vice president  and  general manager of
microcontroller products. Mr. Førre was chief executive officer of Energy Micro, until it  was  acquired
by the Company. Mr. Førre was the beneficial owner of approximately  32% of the Energy Micro equity
and  accordingly (a) received approximately $35 million of the initial consideration of $107.4  million,
(b) may receive an additional approximately $6.5  million  out  of  the $20.3  million holdback related to
potential indemnification claims and (c) may receive up to approximately $10.5  million of  the
$33.3 million earn-out.

On October 17, 2013, the Company appointed Alf-Egil Bogen  to  its board of directors. Mr. Bogen
was chief marketing officer of Energy  Micro, until it  was  acquired by the Company. Mr. Bogen was the
beneficial owner of approximately 2% of the Energy Micro equity and accordingly (a)  received
approximately $0.9 million of the initial consideration  of  $107.4 million, (b) may receive an additional
approximately $0.4 million out of the $20.3 million  holdback related to potential indemnification claims
and  (c) may receive up to approximately $0.7 million of the $33.3  million earn-out. Mr. Bogen had
invested  approximately $0.8 million in Energy  Micro prior  to the  acquisition.

F-40

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

17. Income Taxes

Significant components of the provision for  income taxes are  as follows (in thousands):

Year Ended

December 28,
2013

December 29,
2012

December 31,
2011

Current:

Domestic . . . . . . . . . . . . . . . . . . . . . . . .
International . . . . . . . . . . . . . . . . . . . . . .

$ 4,796
4,093

Total Current

. . . . . . . . . . . . . . . . . . . . .

8,889

$21,084
(3,009)

18,075

$14,468
2,845

17,313

Deferred:

Domestic . . . . . . . . . . . . . . . . . . . . . . . .
International . . . . . . . . . . . . . . . . . . . . . .

Total Deferred . . . . . . . . . . . . . . . . . . . .

5,591
(2,272)

3,319

5,444
(719)

4,725

(70)
(375)

(445)

$12,208

$22,800

$16,868

The Company’s provision 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 . . . . . . . . . . . . . . . . .
Foreign tax rate benefit . . . . . . . . . . . . . . . .
Research and development tax credits . . . . .
Release of prior year unrecognized tax

benefits . . . . . . . . . . . . . . . . . . . . . . . . . .
Intercompany technology license . . . . . . . . .
Excess officer compensation . . . . . . . . . . . .
Valuation allowance . . . . . . . . . . . . . . . . . .
Nondeductible acquisition costs . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year Ended

December 28,
2013

December 29,
2012

December 31,
2011

35.0%
(8.2)
(14.6)

35.0%
(11.8)
(0.5)

35.0%
(11.0)
(8.5)

—
—
1.9
3.8
0.2
1.6

(8.4)
11.8
1.0
—
0.1
(0.8)

—
10.4
3.2
—
2.9
0.2

19.7%

26.4%

32.2%

The effective tax rate for fiscal 2013  decreased  from the  prior period, primarily  due  to  the prior

period tax charge related to the intercompany  license of certain technology associated with the
acquisition of Ember during 2012 and  the  recognition of the fiscal 2012 and fiscal 2013 federal  research
and development tax credits in fiscal  2013  as  a result of  the enactment of the American Taxpayer Relief
Act of 2012 (the ‘‘Act’’) on January 2, 2013. The decrease in the effective  tax rate  for  fiscal 2013 was
partially offset by the release during the  prior period of  unrecognized tax benefits that were determined
to be effectively settled during 2012.

The effective tax rate for fiscal 2012  decreased  from the prior period,  primarily  due  to  the release
of prior year unrecognized tax benefits that  were determined to be effectively settled during  fiscal  2012,

F-41

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

17. Income Taxes (Continued)

along with one-time nondeductible costs associated with the acquisition of Spectra  Linear in fiscal 2011.
The impact of these items was partially  offset by the  non-renewal of the federal  research  and
development tax credit in fiscal 2012.

Income before income taxes included the following components (in thousands):

Domestic . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year Ended

December 28,
2013

December 29,
2012

December 31,
2011

$41,849
20,178

$62,027

$80,494
5,854

$86,348

$48,282
4,058

$52,340

Foreign income before income taxes increased  from fiscal 2012 to fiscal 2013 predominantly due to
intercompany technology license payments made by a foreign  subsidiary in 2012. Foreign income before
income taxes increased from fiscal 2011 to fiscal 2012 predominantly due to increases  in product  sales,
offset in part by an increase in the intercompany technology  license payments made  by  a foreign
subsidiary.

Deferred tax assets and liabilities are recorded for  the estimated tax  impact of temporary
differences between the tax basis and  book basis of assets  and  liabilities. A valuation  allowance is
established against a deferred tax asset  when it is more likely than not that the  deferred tax asset will
not be realized. The Company recorded a  valuation  allowance  of  $1.7 million in fiscal  2013 related  to
certain state loss and research and development tax credit carryforwards.  This figure is net  of a
valuation allowance release of $0.4 million, which was due to the expiration of certain state net
operating loss carryforwards, and a reduction of $0.2 million related to an adjustment of certain
acquired state net operating losses and  research and development tax credit carryforwards  which were
fully valued, both of which were offset by  changes in deferred tax assets  rather than  a charge  to  income
tax expense. The Company has determined that it is  more likely  than not that a  portion of the
carryforwards will expire or go unutilized because the Company no longer expects to recognize
sufficient income in the jurisdictions in  which the attributes  were created. No  valuation allowance was
recorded  against other deferred tax assets  for fiscal 2013 or 2012.  Management believes that the
Company’s results of future operations will generate sufficient taxable income such that it is more likely
than not that the remaining deferred  tax assets will be realized.

F-42

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

17. Income Taxes (Continued)

Significant components of the Company’s deferred taxes as of December 28, 2013 and

December 29, 2012 are as follows (in  thousands):

Deferred tax assets:

Net operating loss carryforwards . . . . . . . . . . . . . . . . .
Research and development tax credit carryforwards . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . .
Capitalized research and development . . . . . . . . . . . . .
Deferred income on shipments to distributors . . . . . . . .
Accrued liabilities and other . . . . . . . . . . . . . . . . . . . .

Less: Valuation allowance . . . . . . . . . . . . . . . . . . . . . .

Deferred tax liabilities:

Acquired intangibles . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other . . . . . . . . . . . . . . . . . . . . .

December 28,
2013

December 29,
2012

$38,399
9,276
6,757
8,999
5,733
8,302

77,466
(3,775)

73,691

38,444
2,022
1,889

42,355

$35,847
8,447
8,133
9,708
3,933
7,503

73,571
(2,114)

71,457

28,653
1,076
1,447

31,176

Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . .

$31,336

$40,281

During  fiscal 2013, the Company recorded a net  deferred tax liability of  approximately $5.3  million

related to the acquisition of Energy Micro due  to  differences between book and  tax bases  of  acquired
assets and assumed liabilities.

As of December 28, 2013, the Company had federal net  operating loss and  research  and
development credit carryforwards of approximately $77.5 million and $2.1 million, respectively,  as a
result of the Cygnal Integrated Products, Silicon Clocks, Spectra Linear  and Ember acquisitions.  These
carryforwards expire in fiscal years 2019 through  2032. Recognition of these loss and  credit
carryforwards is subject to an annual limit,  which may cause them  to  expire before they are used.

As of December 28, 2013, the Company had foreign net operating  loss carryforwards of

approximately $29.6 million as a result of  the Energy Micro acquisition. These loss  carryforwards do
not expire and recognition is not subject  to an annual limit.

The Company also had state loss and  research  and  development credit  carryforwards of
approximately $63.9 million and $11.0  million,  respectively. A portion of  these loss and credit
carryforwards was generated by the Company  and a  portion was acquired through the  Integration
Associates, Silicon Clocks, Spectra Linear and Ember acquisitions.  Certain of these carryforwards
expire in fiscal years 2013 through 2033 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.

F-43

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

17. Income Taxes (Continued)

At the end of fiscal 2013, undistributed earnings of the Company’s foreign subsidiaries of

approximately $292.3 million are intended to be permanently  reinvested  outside the U.S. Accordingly,
no provision for U.S. federal and state income taxes associated with a  distribution  of these  earnings has
been made. Determination of the amount  of  the unrecognized deferred  tax liability on these
unremitted earnings is not practicable.

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 (expense) from the reduced Singapore tax rate
reflected  in earnings was approximately  $2.2 million (representing $0.05 per diluted share) in fiscal
2013, approximately $(13.3) million (representing  $(0.31) per diluted  share) in fiscal 2012  and
approximately $2.5 million (representing $0.06 per diluted share) in fiscal 2011.  The impact of the
reduced Singapore tax rate in fiscal 2012 reflects the recognition of  prior year  unrecognized tax
benefits.

The following table reflects changes in the  unrecognized tax benefits (in thousands):

Beginning balance . . . . . . . . . . . . . . . . . . . .
Additions based on tax positions related to

current year . . . . . . . . . . . . . . . . . . . . . .

Additions based on tax positions related to

prior years . . . . . . . . . . . . . . . . . . . . . . .

Reductions for tax positions related to  prior

years

. . . . . . . . . . . . . . . . . . . . . . . . . . .

Year Ended

December 28,
2013

December 29,
2012

December 31,
2011

$4,364

$10,943

$10,789

316

318

—

1,818

—

757

—

(8,397)

(603)

Ending balance . . . . . . . . . . . . . . . . . . . . . .

$4,998

$ 4,364

$10,943

As of December 28, 2013, December 29, 2012 and December 31, 2011,  the Company had gross

unrecognized tax benefits of $5.0 million, $4.4 million and $10.9  million, respectively, of which
$4.8 million, $4.1 million and $9.9 million, respectively,  would affect the effective tax rate  if  recognized.
During  fiscal 2013, the Company had gross increases  of  $0.6 million. During fiscal 2012, the  Company
had gross increases of $1.8 million to its  current year unrecognized  tax  benefits, as  well as a  gross
decrease of $8.4 million to its prior year  unrecognized tax benefits  related to an  uncertain tax position
that was determined to be effectively settled. A portion of  these amounts in fiscal 2012 represents
foreign currency remeasurement adjustments and was recognized in other income (expense), net.

The Company recognizes interest and penalties related to unrecognized tax benefits in the

provision  for income taxes. The Company  recognized less than  $0.1 million of interest in the  provision
for income taxes in fiscal 2013. The Company  did  not recognize interest in the  provision of income
taxes in fiscal 2012 and 2011. The Company  has an  accrual of less than  $0.1 million for  the payment of
interest related to unrecognized tax positions at the end of fiscal 2013,  with no  such accrual at  the end
of fiscal 2012 and 2011.

F-44

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

17. Income Taxes (Continued)

The Company believes it is reasonably possible that the gross unrecognized tax benefits will
decrease by approximately $1.5 million in the next 12 months  due to the lapse of the  statute of
limitations applicable to a tax deduction  claimed on a prior year foreign tax return.

The tax years 2006 through 2013 remain  open to examination by the major taxing jurisdictions to
which  the Company is subject. The examination  of  the Company’s 2009 through 2011 federal income
tax returns by the U.S. Internal Revenue  Service was completed  during the third quarter of 2013  with
no material impact on the Company’s financial statements. The Company is  not currently  under audit
in any other major taxing jurisdiction.

18. 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.

The Company groups its products into three  categories, based on the markets and applications in
which  its ICs may be used. The following summarizes  the Company’s revenue by product category (in
thousands):

Year Ended

December 28,
2013

December 29,
2012

December 31,
2011

Broad-based . . . . . . . . . . . . . . . . . . . . . . . .
Broadcast . . . . . . . . . . . . . . . . . . . . . . . . . .
Access . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$281,777
199,837
98,473

$270,098
186,067
107,129

$208,697
169,548
113,380

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

$580,087

$563,294

$491,625

Revenue is attributed to a geographic  area based on the shipped-to location. The  following

summarizes the Company’s revenue by geographic area (in thousands):

Year Ended

December 28,
2013

December 29,
2012

December 31,
2011

United States . . . . . . . . . . . . . . . . . . . . . . .
China . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taiwan . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
South Korea . . . . . . . . . . . . . . . . . . . . . . . .
Rest of world . . . . . . . . . . . . . . . . . . . . . . .

$ 68,566
253,261
55,036
32,557
21,303
149,364

$ 64,856
219,400
64,150
31,315
57,910
125,663

$ 67,432
152,533
59,208
50,270
70,252
91,930

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$580,087

$563,294

$491,625

F-45

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 28, 2013 (Continued)

18. Segment Information (Continued)

The following summarizes the Company’s property and equipment, net by geographic area (in

thousands):

United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rest of world . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$126,263
6,182

$127,716
7,555

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$132,445

$135,271

December 28,
2013

December 29,
2012

F-46

Supplementary Financial Information  (Unaudited)

Quarterly financial information for fiscal 2013 and 2012  is as  follows. All  quarterly periods

reported here had 13 weeks (in thousands, except per share  amounts):

Fiscal 2013

Fourth
Quarter

Third
Quarter

Second
Quarter

First
Quarter

Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$146,236
88,598
14,154
$ 10,642

$146,933
88,161
10,490
6,531

$

$141,543
88,773
19,029
$ 12,612

$145,375
87,372
20,637
$ 20,034

Earnings per share:

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

$
$

0.25
0.24

$
$

0.15
0.15

$
$

0.30
0.29

$
$

0.47
0.46

Fiscal 2012

Fourth
Quarter

Third
Quarter

Second
Quarter

First
Quarter

Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$152,461
93,626
25,302
$ 18,695

$149,461
86,493
27,230
$ 10,024

$135,670
82,802
16,379
$ 20,509

$125,702
75,096
16,764
$ 14,320

Earnings per share:

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

$
$

0.45
0.44

$
$

0.24
0.24

$
$

0.48
0.47

$
$

0.34
0.33

(This page has been left blank intentionally.)

Supplementary Financial Information
to the Annual Report

Appendix I. Reconciliation of GAAP
to Non-GAAP Financial Measures

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.

Unaudited Reconciliation of GAAP to Non-GAAP Financial Measures
(In thousands, except per share data)

Year Ended
December 28, 2013

Non-GAAP Income
Statement Items

GAAP

Stock

GAAP
Measure

Percent of Compensation
Revenue

Expense

Intangible
Asset
Amortization

Termination
Costs

Acquisition
Related
Items

Non-GAAP
Non-GAAP Percent of
Revenue

Measure

Revenues . . . . . . . . . . $580,087
Gross margin . . . . . . . . $352,904
Research and

60.8% $

951

$ 1,560

$ — $ 1,355

$356,770

61.5%

development

. . . . . . $157,799

27.2% $14,530

$10,061

$2,462

$ — $130,746

22.5%

Selling, general and

administrative . . . . . $130,795
Operating expenses . . . $288,594
Operating income . . . . $ 64,310
Net income . . . . . . . . . $ 49,819
Diluted shares

outstanding . . . . . . .

43,537

Diluted earnings per

share . . . . . . . . . . . . $

1.14

22.5% $15,319
49.7% $29,849
11.1% $30,800
8.6% $28,167

$ 2,436
$12,497
$14,057
$ 9,621

$2,853
$5,315
$5,315
$4,783

$(1,610) $111,797
$(1,610) $242,543
$ (255) $114,227
$ (634) $ 91,756

19.3%
41.8%
19.7%
15.8%

—

—

—

—

43,537

$

2.11

Unaudited Reconciliation of GAAP to Non-GAAP Financial Measures
(In thousands, except per share data)
(Continued)

Non-GAAP Income
Statement Items

GAAP

Stock

GAAP

Percent of Compensation

Measure Revenue

Expense

Intangible
Asset
Amortization

Termination
Costs

Acquisition
Related
Items

Non-GAAP
Non-GAAP Percent of
Revenue

Measure

Three Months Ended
December 28, 2013

Revenues . . . . . . . . . . . . $146,236

Gross margin . . . . . . . . . . $ 88,598

60.6%

$ 166

Research and development $ 42,168

28.8%

$3,979

Selling, general and

administrative . . . . . . . . $ 32,276

22.1%

$4,351

Operating expenses

. . . . . $ 74,444

50.9%

$8,330

Operating income . . . . . . $ 14,154

Net income . . . . . . . . . . . $ 10,642

9.7%

7.3%

Diluted shares outstanding

43,847

Diluted earnings per share . $

0.24

$8,496

$7,685

—

$ 390

$3,217

$ 729

$3,946

$4,336

$2,986

—

$ —

$

400

$89,554

$ 447

$ — $34,525

$ 895

$(1,384)

$27,685

$1,342

$(1,384)

$62,210

$1,342

$ (984)

$27,344

$1,179

$(1,096)

$21,396

—

—

43,847

$

0.49

61.2%

23.6%

18.9%

42.5%

18.7%

14.6%

Three Months Ended
September 28, 2013

Non-GAAP Income
Statement Items

GAAP

Stock

GAAP

Percent of Compensation

Measure Revenue

Expense

Intangible
Asset
Amortization

Termination
Costs

Acquisition
Related
Items

Non-GAAP
Non-GAAP Percent of
Revenue

Measure

Revenues . . . . . . . . . . . . $146,933

Gross margin . . . . . . . . . . $ 88,161

60.0%

$ 269

Research and development $ 40,662

27.7%

$3,729

Selling, general and

administrative . . . . . . . . $ 37,009

25.2%

$4,622

Operating expenses

. . . . . $ 77,671

52.9%

$8,351

Operating income . . . . . . $ 10,490

Net income . . . . . . . . . . . $ 6,531

7.1%

4.4%

Diluted shares outstanding

43,922

Diluted earnings per share . $

0.15

$8,620

$7,716

—

$ 390

$3,217

$ 729

$3,946

$4,336

$2,986

—

$ —

$ —

$291

$291

$291

$291

—

61.1%

22.9%

20.3%

43.2%

17.9%

13.5%

$ 955

$89,775

— $33,716

$1,604

$29,763

$1,604

$63,479

$2,559

$26,296

$2,292

$19,816

—

43,922

$

0.45

Unaudited Reconciliation of GAAP to Non-GAAP Financial Measures
(In thousands, except per share data)
(Continued)

Non-GAAP Income
Statement Items

GAAP

Stock

GAAP

Percent of Compensation

Measure Revenue

Expense

Intangible
Asset
Amortization

Termination
Costs

Acquisition
Related
Items

Non-GAAP
Non-GAAP Percent of
Revenue

Measure

Three Months Ended
June 29, 2013

Revenues . . . . . . . . . . . . $141,543

Gross margin . . . . . . . . . . $ 88,773

62.7%

$ 263

Research and development $ 37,387

26.4%

$3,483

Selling, general and

administrative . . . . . . . . $ 32,357

22.9%

$3,678

Operating expenses

. . . . . $ 69,744

49.3%

$7,161

Operating income . . . . . . $ 19,029

13.4%

$7,424

Net income . . . . . . . . . . . $ 12,612

8.9%

$7,254

Diluted shares outstanding

43,269

—

Diluted earnings per share . $

0.29

$ 390

$1,791

$ 489

$2,280

$2,670

$1,810

—

$ —

$315

$480

$795

$795

$715

—

Three Months Ended
March 30, 2013

63.2%

22.5%

18.9%

41.4%

21.8%

16.5%

$ —

$ —

$920

$920

$920

$920

—

$89,426

$31,798

$26,790

$58,588

$30,838

$23,311

43,269

$

0.54

Non-GAAP Income
Statement Items

GAAP

Stock

GAAP

Percent of Compensation

Measure Revenue

Expense

Intangible
Asset
Amortization

Termination
Costs

Acquisition
Related
Items

Non-GAAP
Non-GAAP Percent of
Revenue

Measure

Revenues . . . . . . . . . . . . $145,375

Gross margin . . . . . . . . . . $ 87,372

60.1%

$ 253

Research and development $ 37,582

25.9%

$3,339

Selling, general and

administrative . . . . . . . . $ 29,153

20.0%

$2,668

Operating expenses

. . . . . $ 66,735

45.9%

$6,007

Operating income . . . . . . $ 20,637

14.2%

$6,260

Net income . . . . . . . . . . . $ 20,034

13.8%

$5,512

Diluted shares outstanding

43,110

—

Diluted earnings per share . $

0.46

$ 390

$1,836

$ 489

$2,325

$2,715

$1,839

—

$ —

$ — $88,015

$1,700

$ — $30,707

$1,187

$(2,750)

$27,559

$2,887

$(2,750)

$58,266

$2,887

$(2,750)

$29,749

$2,598

$(2,750)

$27,233

—

—

43,110

$

0.63

60.5%

21.1%

18.9%

40.0%

20.5%

18.7%

(This page has been left blank intentionally.)

TO OUR SHAREHOLDERS:

Silicon Labs exited 2013 with growing momentum, 

The  proliferation  of  cloud  computing  and  other 

achieving  record  revenue  of  $580  million  for  the 

data-intensive  services  is  also  driving  explosive 

year.  We  expanded  our  Broad-based  portfolio, 

demand  for  Internet  bandwidth  and  the  related 

which  now  represents  about  half  of  our  revenue, 

networking  and  communications  infrastructure. 

grew our market-leading position in Broadcast, and 

Timing  devices,  ranging  from  clock  generators  to 

introduced important new microcontroller, wireless, 

frequency control devices, are essential components 

sensor, timing, isolation and video products, which 

for  high-speed  networking  equipment  as  well  as 

we  believe  will  serve  as  growth  engines  for  2014  

virtually all electronic products, from digital cameras 

and beyond.

and set-top boxes to home gateways and routers. 

For a number of years, we have aligned our Broad-

Silicon Labs is a leading supplier of timing products, 

based product development to address three key 

which  represent  a  promising  growth  area.  We 

trends: the rapid growth of the Internet of Things 

continue to invest in our diverse timing portfolio 

(IoT),  the  need  for  greater  energy  efficiency,  and 

and have established ourselves as a market leader 

the continuing demand for higher bandwidth and 

in high-performance clocking and frequency control 

Internet  infrastructure.  To  support  this  strategy, 

solutions.  In  addition,  our  new  CMEMS  oscillator 

we  broadened  our  embedded  portfolio  for  the 

family is driving strong customer interest, especially 

IoT  in  2013  with  the  strategic  acquisition  of 

in cost-sensitive, high-volume industrial, embedded 

Energy Micro, and we launched our first CMEMS™  

and  consumer  electronics  applications,  where  it 

products, which reaffirmed our ability to develop 

makes  sense  to  replace  quartz-based  oscillators 

highly  integrated,  single-chip  solutions  based  on 

with  more  reliable  MEMS-based  frequenc y  

disruptive technologies. 

control solutions.

At  the  2014  Consumer  Electronics  Show,  keynote 

We  are  very  pleased  with  our  performance  in 

speakers and industry leaders proclaimed 2014 will truly 

Broadcast,  which  delivered  record  revenue  in 

be “the year of the Internet of Things.” Google’s widely 

2013, driven by the success of our silicon TV tuner 

publicized plans to acquire smart thermostat maker, 

solutions and continuing adoption of our automotive 

Nest, for $3.2 billion further underscores the strength of 

radio  products.  In  2013,  we  increased  our  share 

the IoT market and the high value of connected devices 

to more than 45 percent of the overall TV market. 

that enhance our comfort, convenience, security, health, 

Looking  forward,  we  will  continue  to  diversify 

fitness and energy savings.

With our leading software capabilities and portfolio 

of  energy-friendly  microcontroller,  wireless  and 

sensor integrated circuits (ICs), Silicon Labs is very 

well positioned to deliver system-level solutions for 

the IoT. We are shipping low-energy 8- and 32-bit 

microcontroller,  ZigBee®  and  sub-GHz  wireless 

connectivity and sensor products into a wide range  

of  IoT  applications  including  smart  thermostats, 

our Broadcast revenue as we expand our market 

share. Strong design win activity in our digital video 

broadcast demodulators for TVs and set-top boxes, 

and multi-tuner adoption in higher end products will 

drive further market share gains to more than half of 

the overall TV market in 2014. In addition to shipping 

silicon tuners to nine out of the world’s top ten TV 

makers, we are now supplying tuners to four out of 

the top five TV makers in China. 

smart  meters,  home  automation,  lighting  control, 

We also look forward to another year of meaningful 

security and surveillance systems, personal medical 

growth  in  automotive  radios  as  we  continue  to 

devices, smart watches and fitness trackers. 

penetrate  that  market  with  our  comprehensive 

The global demand for energy efficiency is spurring 

the  development  of  connected  devices  that  tap 

the power of the Internet to capture, analyze and 

communicate data in ways that reduce energy and 

resource consumption. Continued deployment of 

smart grid and smart energy infrastructure is driving 

strong  demand  for  energy-efficient  processing, 

standards-based wireless connectivity and a variety  

of sensors.

portfolio  of  best-in-class  AM/FM  tuner  solutions 

scaling from entry level to high performance. We are 

now supplying radio solutions to Tier 1 automotive 

infotainment suppliers around the world, in addition 

to achieving success in the automotive aftermarket. 

Offering industry-leading solutions for single- and 

multi-tuner  designs  and  digital  radio,  we  are 

aggressively growing our market share in the $300 

million automotive radio IC market. 

Silicon Labs is a global leader in the innovation of mixed-signal integrated circuit (IC) technology bridging the analog 
world we live in and the digital world of computing. The company applies its renowned design expertise to develop 
proprietary analog-intensive, mixed-signal ICs that 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 1,300 
patents issued or pending. Based in Austin, Texas, Silicon Labs’ common stock is traded on the NASDAQ® exchange 
under the ticker symbol “SLAB.”

2013 DIRECTORS

NAV S. SOOCH 
Chief Executive Officer,  
Ketra 

TYSON TUTTLE 
Chief Executive Officer,  
Silicon Labs 

WILLIAM G. BOCK
President, 
Silicon Labs

DAVID R. WELLAND
Vice President and Fellow,  
Silicon Labs

ALF-EGIL BOGEN 
Chief Executive Officer, 
Novelda AS 

HARVEY B. CASH
General Partner,  
InterWest Partners 

ROBERT TED ENLOE, III 
Managing General Partner, 
Balquita Partners, Ltd. 

JACK LAZAR
Chief Financial Officer, 
GoPro

LAURENCE G. WALKER, PHD 

BILL WOOD
General Partner, 
Silverton Partners

EXECUTIVE OFFICERS

TYSON TUTTLE
Chief Executive Officer

WILLIAM G. BOCK
President

JOHN HOLLISTER
Senior Vice President and  
Chief Financial Officer 

KURT HOFF
Senior Vice President of  
Worldwide Sales

JONATHAN IVESTER
Senior Vice President  
of Strategic Operations 

CORPOR ATE INFORMATION
Stock listing: common stock traded  
on NASDAQ

SYMBOL
SLAB

OPTIONS
The Company’s options are traded on the 
Chicago Board Option Exchange and the 
American Stock Exchange.

LEGAL COUNSEL
DLA Piper US LLP 
401 Congress Avenue, Suite 2500 
Austin, Texas 78701

INDEPENDENT REGISTERED PUBLIC 
ACCOUNTING FIRM
Ernst & Young LLP 
401 Congress Avenue, Suite 1800 
Austin, Texas 78701

TR ANSFER AGENT  
AND REGISTR AR
American Stock Transfer & Trust Company 
59 Maiden Lane 
Plaza Level  
New York, New York 10038 
800-937-5449

STOCK DATA 
As of January 21, 2014, there were 42,826,583 
shares outstanding, and 111 shareholders  
of record. 

The following table shows the record high  
and low per share prices of the Company’s 
common stock as reported by the NASDAQ  
for the periods.

Q1

Q2

Q3

Q4

HIGH

$47.41

$44.00

$46.21

$44.19

LOW

$39.65

$38.04

$38.16

$37.57

ANNUAL MEETING
The Silicon Laboratories Inc. annual meeting 
will be held on Tuesday, April 15, 2014 at 9:30 
am Central Time at the Lady Bird Johnson 
Wildflower Center, 4801 La Crosse Avenue,  
Austin, Texas, 78739.

INVESTOR RELATIONS
For more information about Silicon Labs, 
please visit our website at www.silabs.com,  
or contact:

Investor Relations 
Silicon Labs Inc. 
400 West Cesar Chavez 
Austin, Texas 78701 
512-416-8500 
investor.relations@silabs.com 

 
 
 
 
2013 was a year of innovation and exceptional 

opportunity — we're ready for what's next 

SILICON L ABS 2013 ANNUAL REPORT

SILICON LABS 

400 WEST CESAR CHAVEZ 

AUSTIN, TEXAS 78701
512-416-8500  |  WWW.SILABS.COM