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Silicon Laboratories

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FY2017 Annual Report · Silicon Laboratories
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Inspired.

  2017 Annual Report

To Our Shareholders

Silicon  Labs’  revenue  growth  rate  accelerated  in  2017, 
increasing  ten  percent  year-on-year  to  a  record  $769 
million.  We  have  delivered  target  operating  model  per-
formance on product revenue growth, non-GAAP gross 
margin and non-GAAP operating margin for five of the past 
six quarters, and on full-year 2017. Continued momentum 
in our Internet-of-Things (IoT) and Infrastructure products 
is the key driver of these results. Our portfolio is well-po-
sitioned  in  high-quality  markets,  including  IoT,  Internet 
infrastructure, and green energy where we generate more 
than 70 percent of our total revenue, offering a long runway 
for share gains and growth. 

Conservative financial management and operational excel-
lence  have  guided  Silicon  Labs’  success.  For  the  year, 
we delivered gross margins of 59 percent, the midpoint 
of  our  target  operating  model  range.  Revenue  growth 
outpaced  incremental  non-GAAP  operating  expenses, 
which increased three percent year-on-year. We posted 
a  notable  improvement  in  profitability,  with  non-GAAP 
operating  income  increasing  17  percent  annually  to  21 
percent  operating  margin.  Non-GAAP  diluted  earnings 
per share also grew 17 percent to a record $3.26. 

Operating cash flows of $190 million were up 47 percent 
over 2016. Strong cash generation combined with $400 
million raised from our convertible note issuance enabled 
the company to end the year with $770 million in cash, cash 
equivalents, and investments. We are well-positioned to 
execute on our capital deployment strategy focusing on 
M&A and share repurchases. 

We see the IoT as an $8 billion market, growing to about 
$13 billion over the next five years and to an estimated 
70  billion  connected  devices  by  2025,  which  creates  a 
tremendous, long-term growth opportunity for Silicon Labs. 
We are seeing significant demand for our IoT products, 
which have grown to more than half of our total revenue, 
increasing 26 percent year-on-year. Growth in our wireless 
connectivity portfolio is outpacing the overall market as 
we target low-power wireless end nodes and offer a broad 
range of protocols in optimal combinations for key market 
segments, including home automation, security, metering, 
lighting, and other industrial applications. 

Silicon Labs’ biggest challenge is scaling our IoT business 
across  a  broad  market,  serving  tens  of  thousands  of 
customers and thousands of applications. To address this 
opportunity,  we  design  our  solutions  using  a  platform- 
based strategy to drive portfolio efficiency and to provide 
a  flexible,  cost-effective  means  to  address  end  market 
needs.  We  also  create  solutions  which  are  easy  to  use 
and support to more efficiently scale in the sales channel. 

In Infrastructure, timing and isolation products achieved 
record revenue with seven percent annual growth. Silicon 
Labs’ digital isolators continue to replace traditional opto-
couplers, offering additional functionality, and enabling 

superior performance and greater reliability through stan-
dard CMOS technology. Additionally, an increasing focus on 
renewable energy and government initiatives to encourage 
energy efficiency are global trends driving broad-based 
adoption of our isolation technology. Our isolation products 
were among our highest performing product lines in 2017, 
and over the past five years, we have claimed about half 
of the growth in the digital isolation market. 

Our timing products were negatively impacted by weakness 
in the long-haul optical networking market, falling short of 
expectations for the year. Despite this recent softness, we 
remain optimistic about our outlook for timing bolstered 
by a strong opportunity pipeline. We launched a multi-year 
record number of clock and oscillator products in 2017, 
expanding  our  portfolio  into  new  markets  and  driving 
revenue growth for these high gross margin products. 

Broadcast performed meaningfully better than we antic-
ipated  heading  into  the  year,  declining  three  percent 
annually. Our global TV tuner market share increased to 
approximately two-thirds of the market, with lower ASPs 
driving  a  net  decline  in  Broadcast  consumer  products, 
offset by growth in Broadcast automotive. 

We are on a mission to develop groundbreaking technolo-
gies and products which transform industries, grow busi-
nesses and improve lives. Our life’s work is to create the 
silicon, software, and solutions to enable the connection 
of things, information, networks, and people everywhere. 
The opportunities before us are exciting and enormous, 
and  we  are  up  to  the  challenge.  Becoming  a  $1  billion 
company is within our sight. 

We appreciate your investment in Silicon Labs.

Tyson Tuttle 
President and Chief  
Executive Officer 

Nav Sooch
Founder and Chairman 

Non-GAAP Financials*
In thousands, except per share data

Revenue

  % YOY Growth

Gross Margin

  % of Revenue

R&D

  % of Revenue

SG&A

  % of Revenue

Operating Expenses

  % of Revenue

Operating Income

  % of Revenue

Net Income

  % of Revenue

Diluted Earnings Per Share

  % YOY Growth

Q1 2017

Q2 2017

Q3 2017

Q4 2017

FY2017

$179,028 

$190,098 

 $198,723 

 $201,018 

 $768,867 

10.5%

8.7%

11.6%

10.1%

10.2%

$105,543 

$113,456 

 $116,855 

 $119,551 

 $455,405 

59.0%

$41,825 

23.4%

$32,752 

18.3%

$74,577 

41.7%

$30,966 

17.3%

$27,270 

15.2%

$0.63 

23.5%

59.7%

$41,881 

22.1%

$32,546 

17.1%

$74,427 

39.2%

$39,029 

20.5%

$33,985 

17.9%

 $0.79 

5.3%

58.8%

 $41,402 

20.8%

$32,135 

16.2%

59.5%

$42,181 

21.0%

59.2%

 $167,289 

21.8%

 $32,755 

 $130,188 

16.3%

16.9%

 $73,537 

 $74,936 

 $297,477 

37.0%

 $43,318 

21.8%

 $39,177 

19.7%

 $0.90 

16.9%

37.3%

38.7%

 $44,615 

 $157,928 

22.2%

20.5%

 $40,752 

 $141,184 

20.3%

 $0.93 

24.0%

18.4%

 $3.26 

17.3%

*Please see the supplemental tables provided in this report for a reconciliation of GAAP to non-GAAP results in Appendix I. Past performance does not 
guarantee future results. This Annual Report to Shareholders contains forward-looking statements, and actual results could differ materially. Risk factors that 
could cause actual results to differ are set forth in the “Risk Factors” section and throughout our 2017 Form 10-K, which is included in this Annual Report.

Revenue

$769M

$698M

$621M

$645M

$580M

Access

Broadcast

Infrastructure

IoT

FY13

FY14

FY15

FY16

FY17

Silicon Labs 2017 Annual Report  |  1

 
A Heritage of RF Integration 

In  1996,  a  visionary  group  of  design  engineers  was  in-
spired  to  think  differently.  Applying  their  mixed-signal 
circuit  design  expertise  to  a  revolutionary  line  interface 
for PC modems and then the first-of-its-kind, single-chip 
RF Synthesizer solution for mobile phones, they delivered 
products with breakthrough levels of integration and ad-
vanced the state of the art in CMOS design. Silicon Labs 
was born, and a world of possibilities opened up. 

The innovation we pioneered then is now part of our DNA 
and at the heart of everything we do. The methodical ap-
proach and understanding we developed combining RF 
with digital circuitry using standard CMOS, while delivering 
the highest levels of performance, is still fundamental to 
our world-class design culture, and allows us to deliver 
hardware and software solutions that set the bar for tech-
nology.  The  wireless  technology  developed  for  our  RF 
Synthesizer is the foundation for two-thirds of the solutions 
we sell today, spanning Silicon Labs’ IoT, Infrastructure, 
and Broadcast portfolios.

While RF may be a logical fit for the IoT, it is also key to 
the  performance  of  our  Infrastructure  products,  made 
up of isolation and timing, and representing our second 
largest  family  of  growth  products.  The  isolation  tech-
nology  developed  for  our  first  product,  a  direct  access 
arrangement (DAA) for modems, combined with wireless 
RF technology, serves as the foundation of Silicon Labs’ 
isolation business today. Similarly, the work we’ve done 
to optimize RF performance in CMOS is the backbone of 
the leading PLL technology in our timing portfolio. 

We also applied our transmitter, receiver, and RF Synthe-
sizer  wireless  technologies  to  broadcast  tuners,  first  in 
handsets, then to consumer and automotive applications 
for audio, and finally, into flat-panel TVs. This technology 
breakthrough allowed us to eliminate more than 100 dis-
crete components while enabling TV makers to improve 
picture quality and reception for both analog and digital 
broadcasts. Today, we have captured more than two-thirds 
of  the  worldwide  flat-panel  TV  market.  We  continue  to 
leverage our strong track record of tackling difficult design 
challenges with our expertise in wireless RF technology 
and  integration  to  deliver  breakthrough  solutions  and 
disrupt markets. 

Silicon Labs 2017 Annual Report  |  3

From smart homes, to cities,  
to industry, we enable big ideas  
in small packages

The technology breakthroughs we have pioneered have 
inspired big ideas that transform industries and improve 
lives. Our integration expertise allows us to deliver cutting 
edge functionality and performance in smaller and smaller 
packages, opening new markets and innovative ways of 
implementing technology to solve some of the planet’s 
most significant challenges. 

Our ultra-small Bluetooth® low-energy system-in-package, 
or “SiP” modules, support the miniaturization of end node 
applications including asset tracking, health and fitness 
wearables, personal medical devices, and wireless sensor 
nodes while offering customers benefits in terms of cost, 
size, and accelerated time-to-market. 

With Silicon Labs’ IoT technology, users can open and 
close doors, adjust thermostats, and customize lighting 
preferences using their smart phones, sensors, and timers. 
Grocery stores can automate price updates using electronic 
shelf tags. Consumers, businesses, and municipalities can 
better monitor and manage our natural resources. 

Our IoT connectivity portfolio is gaining traction as we 
target low-power wireless end nodes and offer a broad 
range of protocols in optimal combinations for key market 
segments including home automation, security, lighting, 
metering, and other industrial applications. Our products 
enable companies to bring big ideas to market. 

 
 
 
 
 
The explosion of data is estimated to drive a tripling 
of IP traffic and 70 billion connected devices by 2025, 
propelling growth in our Infrastructure and IoT products 

Timing is critical to managing the sheer volume of Internet 
traffic and communications required to make cities work. 
Our  devices  can  be  found  in  wireless  applications  and 
data  centers,  where  we  supply  nine  out  of  the  top  ten 
communications  equipment  providers  with  our  timing 
solutions today. 

Silicon Labs 2017 Annual Report  |  5

Smart Home 

Offering  enormous  benefits  and  convenience  for  users, 
the smart home is one of the first and most significant IoT 
markets to gain traction.  

From smart thermostats, to lightbulbs, to security systems, 
benefits  of  IoT  technology  include  reduced  installation 
costs, energy savings, lower utility costs, enhanced com-
fort levels, and greater peace of mind. 

Mesh technology is a key networking protocol for smart 
home  applications  due  to  its  low  power  consumption 
and  reliability.  Silicon  Labs  has  more  than  15  years  of 
experience  developing  mesh  networking  applications, 
shipping  more  than  150  million  mesh  networking  SoCs 
and modules to date. 

We  are  seeing  growing  deployment  of  our  Zigbee®,  
Bluetooth mesh, and Thread mesh networking technology 
in Wi-Fi enabled hubs, routers, and gateways. This is a 
significant step toward providing ubiquitous connectivity 
for low-power end node devices throughout the home in 
applications including lighting, thermostats, door-locks, 
and security systems. 

Our close relationships with major ecosystem providers, 
such  as  Amazon,  Comcast,  and  Samsung,  are  further 
propelling demand for our solutions in smart homes. 

 
The  smart  lighting  and  connected  lighting  controls 
markets will more than double from $6 billion in 2015 
to greater than $12 billion in 2020

Silicon Labs 2017 Annual Report  |  7

Smart Cities

IoT technology is a key enabler for cities, municipalities, 
and governments, which are incentivized to improve their 
infrastructure, optimize the distribution of services, and 
comply with regulations. 

Connecting things to the Internet unlocks value by bringing 
new and valuable functionality to products, which support 
new business models. For example, with the increasing 
global focus on green energy, government agencies man-
date utility companies to upgrade to advanced metering 
infrastructures as part of larger smart grid initiatives. In 
addition to enabling utility companies to better manage 
energy  consumption,  studies  have  demonstrated  that 
consumers  who  are  shown  how  much  energy  they  are 
using actually use less. 

The  smart  metering  roll-out  in 
Great  Britain  is  one  of  the  most 
concentrated  opportunities  for 
our Zigbee and sub-GHz solutions, 
with more than 100 million Zigbee 
devices  expected  to  be  deployed 
by 2020 

Silicon Labs 2017 Annual Report  |  9

Smart Industry 

The adoption of wireless technology in Industry 4.0 offers 
perhaps the most significant return on investment in the 
form of improved productivity and dollar savings valued at 
an estimated $2.7 billion to $6.0 billion per year by 2025. 

In the industrial segment, anything measurable or trackable 
represents a potential opportunity for savings or optimi-
zation, whether its uptime of machines, reduced spillage 
and waste, asset tracking, or improved labor productivity. 
Our solutions are pervasive in applications including HVAC, 
lighting, manufacturing lines, power tools, cold chain, and 
electronic shelf labels. 

We make it possible for companies to unleash value using 
connected devices to sense, capture, process and act on 
data. Industrial applications require high performance, re-
liability, and security. We have demonstrated the ability to 
deliver on these requirements with our software framework 
and high levels of integration. 

Silicon Labs 2017 Annual Report  |  11

Green Energy 

Green  energy  includes  a  wide  range  of  industrial  and 
automotive applications. Renewable energy and govern-
ment initiatives to encourage energy efficiency are global 
trends  driving  broad-based  adoption  of  our  wireless 
connectivity and isolation solutions. 

Systems requiring high-voltage isolation include electric 
and hybrid-electric vehicles, solar inverters, motor con-
trols,  and  power  supplies.  Superior  integration,  better 
performance, and robustness combined with a market 
shift toward digital isolation have allowed our isolation 
products to displace traditional optocouplers and out-
grow the market.

Starting in 2025, bans on gasoline 
and diesel cars will begin to take 
effect in a growing list of countries 
including India, France, the United 
Kingdom, and Norway

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 30, 2017

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:1)

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

Non-accelerated filer (cid:2)

Accelerated filer (cid:2)

Smaller reporting company (cid:2)
Emerging growth company (cid:2)

If  an  emerging growth company, indicate  by  check mark if the registrant has elected not to use the extended transition
period for complying  with any new  or  revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act.  (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 30, 2017)  was approximately $2.9 billion (assuming, for this purpose, that only directors and officers
are  deemed affiliates).

There were 42,708,559 shares of the  registrant’s common stock issued and outstanding as of January 22, 2018.

Portions of the Proxy  Statement  for the registrant’s 2017 Annual Meeting of Stockholders are incorporated by reference

into Part III of this  Form 10-K.

DOCUMENTS INCORPORATED BY REFERENCE

(This page has been left blank intentionally.)

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.
Item 16.

Exhibits and Financial Statement  Schedules . . . . . . . . . . . . . . . . . . . . .
Form 10—K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Page
Number

2
13
29
29
30
30

31
33

34
48
48

49
49
49

50
50

50

50
50

51
54

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. is a leading  provider of silicon, software and  solutions for a smarter, more

connected world. Our award-winning technologies are  shaping  the future  of  the Internet of Things
(IoT), Internet infrastructure, industrial  automation,  consumer and automotive markets. Our world-
class engineering team creates products focused on performance,  energy savings, connectivity  and
simplicity.

Our primary semiconductor products are mixed-signal integrated circuits (ICs), which are
electronic components that convert real-world  analog signals, such as sound and  radio waves, into
digital signals that electronic products can  process. Our mixed-signal ICs leverage standard
complementary metal oxide semiconductor (CMOS), a low cost, widely available  process technology.
Use of CMOS technology 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 mobile devices is driving  semiconductor consumption.
Intelligence is being added to electronic systems  to  enable Internet  connectivity, 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, a term that describes the exponential increase in  IP-enabled devices connected  to
the Internet.

These trends require more and more  interaction between  the analog  world we live  in and the
digital world of computing, which is driving the  need for analog-intensive, mixed-signal circuits in a
wide range of electronic products. 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. To improve
their competitive position, electronics manufacturers must 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  rapidly

adapt to evolving industry standards and  new technologies.  Because analog-intensive, mixed-signal
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 solution providers lack sufficient analog expertise to develop  compelling  mixed-signal
products. As a result, manufacturers of  electronic devices value providers that can  supply them with
mixed-signal solutions offering 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 for the IoT including  connected home,  smart lighting, security, wearables,
smart energy and industrial applications. We are a supplier of wireless connectivity  solutions  for the
IoT based on Bluetooth(cid:4), Zigbee(cid:4), Thread, Wi-Fi(cid:4) and sub-GHz technologies.

We  provide a wide range of timing and  isolation  products for infrastructure applications including

high-performance clocks and oscillators  for networking  equipment, data centers and  wireless  base
stations, as well as digital isolators and current  sensors for industrial power supplies,  motor control,
solar inverters and hybrid-electric vehicles. We also  provide broadcast products, such  as TV tuners  and
demodulators and automotive radio tuners, and access products including  subscriber line interface
circuits for voice over IP (VoIP), embedded modems,  and  Power over  Ethernet  (PoE)  power  source
equipment and powered device ICs.

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 create
products that, when compared to many  competing  products, offer the following benefits:

(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) Internet of Things products, which include  our microcontroller (MCU),  wireless and sensor

products;

(cid:127) Broadcast products, which include our broadcast consumer and automotive  products;

(cid:127) Infrastructure products, which include our timing  products (clocks  and  oscillators), and isolation

devices; and

(cid:127) Access products, which include our  VoIP  products, embedded modems  and PoE devices.

3

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

that we have introduced to customers:

Product  Areas and Description

Internet of Things Products

Microcontrollers and Wireless Products

We  offer a family of products ideal for  embedded systems  that
include energy friendly 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  wireless
connectivity devices such as our multiprotocol Wireless Gecko
system-on-chip (SoC) devices. Our wireless modules provide
flexible, highly integrated products that meet demanding
requirements and can be used in many  applications. Our wireless
connectivity solutions for the IoT are based on Bluetooth,
Zigbee, Thread, Wi-Fi and sub-GHz technologies.  Our
EFM32(cid:5), EFM8(cid:5), 8051, wireless MCUs and wireless  SoCs are
supported by Simplicity Studio(cid:5), which  provides  one-click access
to design tools, documentation, software  and support  resources.
We also offer a real-time operating system (RTOS) to help
simplify software development for IoT  applications by
coordinating and prioritizing multiprotocol connectivity, SoC
peripherals and other system-level activities. Our  broad  portfolio
addresses a variety of end-markets, including the IoT  (connected
home, smart lighting, security, wearables,  smart energy and
industrial IoT applications), automotive, communications,
consumer, industrial, medical and power management markets.

Applications

(cid:127) Home automation
(cid:127) Security systems
(cid:127) Smart  lighting
(cid:127) Smart metering
(cid:127) Wearables
(cid:127) Industrial automation and

control

(cid:127) Consumer  electronics
(cid:127) Medical instrumentation
(cid:127) Automotive  sensors and

controls

(cid:127) Electronic  test and

measurement equipment

(cid:127) White goods
(cid:127) Remote controls

Sensors

Our sensor products include optical sensors (proximity,  ambient
light gestures and heart rate monitoring), as  well as relative
humidity (RH) / temperature sensors  and  Hall effect magnetic
sensors. These devices leverage our mixed-signal capability to
provide high accuracy, process technology  to  improve
performance and lower power consumption than  competing
parts.

(cid:127) Consumer health &  fitness

(wearables)

(cid:127) Smart home sensing
(cid:127) Industrial controls
(cid:127) Toys  and consumer  electronics
(cid:127) Monitors and lavatory controls
(cid:127) Consumer  medical

4

Product  Areas and Description

Broadcast Products

Broadcast Consumer

Our single-chip hybrid TV tuners and analog TV  demodulators
leverage our proven digital low-IF architecture and  exceed the
performance of traditional discrete TV  tuners, enabling TV  makers
worldwide  to deliver improved picture quality and better reception
for both analog and digital broadcasts.  Our  small, low-power  and
high-performance  single and dual digital  video demodulators
support DVB-T/T2, DVB-S/S2/S2X, DVB-C/C2, and/or ISDB-T  in
a single chip and are ideal for equipment receiving digital
terrestrial,  satellite and/or cable services. Our AM/FM,
HD Radio(cid:5) and DAB/DAB+ receivers deliver a complete radio
solution 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.

Broadcast Automotive

Our high-performance solutions for car sound systems include
high-fidelity radio ICs that improve the end user experience,
reduce system cost and offer the latest  digital radio  technologies
like DAB/DAB+ and HD Radio. Our scalable architecture
enables infotainment system suppliers to leverage their
investments across multiple product lines ranging from entry-level
car radios to cutting-edge multi-tuner, multi-antenna radios for
premium vehicles.

Applications

(cid:127) Integrated digital televisions

(iDTV)

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

set-top boxes

(cid:127) PVR/DVD/Blu-Ray/HDD

video recorders
(cid:127) PC-TV applications
(cid:127) AM/FM clock  radios
(cid:127) Portable audio devices
(cid:127) MP3/digital media players
(cid:127) Home theater systems
(cid:127) DAB digital radios
(cid:127) HD Radio digital radios

(cid:127) Automotive  infotainment

systems/radios

(cid:127) Navigation/GPS devices

5

Product  Areas and Description

Infrastructure Products

Timing  Devices

Robust demand for bandwidth is driving the  deployment of
next-generation Internet infrastructure  equipment to deliver
higher  speed, higher capacity and more flexible networks. This
transition puts unique requirements on  the clocks and oscillators
used to provide timing and synchronization  for the  equipment
responsible for switching, transporting,  processing and storing
network traffic. To meet this need, we provide  low-jitter,
frequency-flexible, mass-customizable  timing solutions  that
accelerate development time, minimize  cost and  improve system
reliability. Our high-performance ‘‘clock-tree-on-a-chip’’ products
offer highly integrated single-chip IC  solutions for clock synthesis
and jitter attenuation, offering superior  jitter performance and
frequency flexibility for high data rate  applications.

Isolation Products

Applications

(cid:127) Optical networking
(cid:127) Telecommunications
(cid:127) Data communications
(cid:127) Switches/routers
(cid:127) Servers  and storage
(cid:127) Mobile fronthaul  and backhaul
(cid:127) Wireless base stations
(cid:127) Small cells
(cid:127) Broadcast video
(cid:127) Industrial

Our digital isolation techniques enable customers to deploy  more
energy efficient power solutions that  meet  isolation safety
standards and solve difficult electronic noise issues.  Systems  such
as data center servers, cellular base stations  and  uninterruptable
power supplies require increasingly energy efficient power
solutions. Electric motors used in electric vehicles,  pumps,
HVAC compressors, fans and automated machinery need more
sophisticated and efficient digital controls. Our isolation
technology enables customers to address these  demanding
requirements. Products include multi-channel isolators, isolated
drivers, isolated power converters and mixed-signal  devices that
simplify design, improve reliability, minimize noise emissions and
reduce system cost.

(cid:127) Industrial  control and
automation systems

(cid:127) Cloud,  datacenter and telecom

power supplies

(cid:127) Hybrid / Electric  automotive

drive trains

(cid:127) Electric vehicle charging

stations

(cid:127) Solar inverters
(cid:127) Motor control
(cid:127) High  power  audio
(cid:127) Test and measurement

equipment

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  are well  suited for
the market for Voice over IP telephony applications deployed
over cable, DSL, optical and wireless fixed terminal  networks.

(cid:127) Voice functionality for cable,

DSL and  optical digital
modems and terminal adapters

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

ISOmodem(cid:4) Embedded Modems

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

Power over Ethernet

Our PoE 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 offer a higher level of integration not available with
competing solutions.

access systems

(cid:127) PBXs

(cid:127) Point of sale (POS) terminals
(cid:127) Fax  machines and multi-

function printers
(cid:127) Security systems
(cid:127) Industrial monitoring
(cid:127) Remote medical monitoring

(cid:127) Enterprise  networking routers

and switches

(cid:127) Wireless  access points (WAP)
(cid:127) VoIP phones
(cid:127) POS terminals
(cid:127) Security cameras

6

Revenues during fiscal 2017, 2016 and 2015 were  generated  predominately by sales of our mixed-

signal products. The following summarizes  our revenue by product  category  (in  thousands):

Fiscal Year

2017

2016

2015

Internet of Things . . . . . . . . . . . . . . . . . . . . . . . .
Broadcast . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Infrastructure . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Access . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$395,012
152,980
152,158
68,717

$314,614
157,746
147,677
77,589

$262,329
161,787
121,974
98,736

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

$768,867

$697,626

$644,826

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. During  fiscal 2017, our ten  largest  end customers  accounted for  20% of
our  revenues. We had no customer that  represented more than 10% of our revenues during this period.
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 sell the  products to, and are paid  by
distributors and contract manufacturers, we refer to such end customer as our customer. Three of our
distributors who sell directly to our customers,  Edom Technology,  Avnet and Arrow Electronics,  each
represented 19%, 14% and 12% of our  revenues  during  fiscal  2017, respectively. There were no
contract manufacturers that accounted for  10% or more  of revenues for fiscal  2017.

We  maintain numerous sales offices in Asia, the  Americas and  Europe. 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 85% in fiscal  2017. For further information regarding our revenues and
long-lived assets by geographic area, see  Note 17, Segment Information,  to  the Consolidated Financial
Statements.

Our direct sales force is comprised of many 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 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
a presence at strategic trade shows and  industry  events. These activities, in  combination with direct
sales activities, help drive demand for our  products.

7

Due to the complex and innovative nature of our products, we employ experienced applications
engineers who work closely with customers  and  distributors  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 help a customer incorporate  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, or may result in less revenue than expected. 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 products  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  less
efficiently 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 $209.5  million,  $199.7 million and  $188.1 million in fiscal

2017, 2016 and 2015, 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;

(cid:127) Mixed-signal, firmware and system  design expertise;

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

8

(cid:127) Software expertise, including multiprotocol connectivity  and real-time operating systems for the

IoT;

(cid:127) Module integration and wireless design expertise; and

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

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

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

Analog 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 our ICs  in standard  CMOS processes. Most
of our product designs now incorporate some type of RF in CMOS technology. While it is often
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 standalone
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.

Mixed-Signal, 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 mixed-signal and RF in  CMOS 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  signal processing 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 wireless SoC  devices  for
IoT applications integrate both digital  and analog domains in a single chip.  The  SoCs combine  ARM
Cortex-M processor cores, a variety of  digital  and analog  peripherals, hardware  cryptography
accelerators, and analog-intensive multiprotocol radio transceivers. This system  integration at  the chip
level  leverages our deep expertise in mixed-signal and RF design,  and  low-power wireless MCU
architectures pioneered for more than  a  decade.

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.

9

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 enables 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 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.

As the IoT continues to mature, a new  class of embedded applications is  emerging, presenting
feature-rich and task-intensive use cases. This  growing  complexity  is driving the  need  for real-time
operating systems to help simplify software  development for IoT applications by coordinating and
prioritizing multiprotocol connectivity,  SoC  peripherals and  other system-level activities. In  addition  to
being able to manage numerous application tasks, an RTOS enhances scalability, and makes complex
applications predictable and reliable. To address these  application  needs, we acquired Micrium, an
embedded RTOS provider. Micrium  has  established itself as a reliable, high  performance and trusted
RTOS software platform, with an installed base that has  grown to millions of devices.

Module Integration and Wireless Design Expertise

The market for wireless modules has  grown  as customers search for  solutions  that  provide turnkey

wireless connectivity to their products. The development of modules is difficult  due  to  stringent
requirements, including high levels of integration, programmability, performance,  reliability, security
and power efficiency. In addition, designs must meet numerous wireless  standards deployed  in various
environments and serving diverse requirements.

Our combined expertise in IC design  and  software development allows us  to  engineer modules that
provide robust, high-performance connections  in challenging wireless environments.  We have developed
wireless modules based on numerous wireless  standards, including Bluetooth, Zigbee,  Thread,  Wi-Fi
and sub-GHz. We believe our demonstrated proficiency in  the design of  modules provides our
customers with significant advantages such as  fast time  to  market,  reduced  development cost,  global
wireless certifications and software reuse.

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;

10

(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  TSMC’s
affiliates and Semiconductor Manufacturing International Corporation (SMIC) 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.

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 2017,  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 2018.

Backlog

We  include in backlog accepted product purchase orders from  customers  and worldwide distributor

stocking orders. 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. 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;
(cid:127) Intellectual  property; and
(cid:127) Software.

11

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, Broadcom, Cypress,
IDT,  Infineon, Maxim Integrated Products, MaxLinear,  Microchip, Microsemi, Nordic Semiconductor,
NXP Semiconductors, Qualcomm, Renesas,  STMicroelectronics, Synaptics, Texas Instruments 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 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 30, 2017, we  had approximately 1,634 issued  or pending  United States and
foreign patents. There can be no assurance that  patents will  ever be issued with respect to our patent
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.

12

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.

Employees

As of December 30, 2017, we employed 1,279 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.

13

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  mixed-signal solutions;

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

(cid:127) Deferrals or reductions of customer orders in anticipation  of new products or product
enhancements from us or our competitors  or other providers of mixed-signal 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 products 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

14

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  products for use in our customers’ products;

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

incorporated;

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

(cid:127) Achievement of high manufacturing yields;

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

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

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

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

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

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

chips within a system.

We  cannot provide any assurance that products  which we recently have  developed  or may develop
in the future will achieve market acceptance. We have introduced  to  market or  are in development  of
many  products. If our products 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. The growth of the IoT market is  dependent on the
adoption of industry standards to permit  devices to connect and communicate with each other.  If the
industry cannot agree on a common set of standards, then the  growth of  the  IoT market may be slower
than expected.

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 products serve as components and solutions 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  2017 was $209.5 million,  or 27.2% of
revenues. A number of 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.

15

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. We are currently involved in litigation  in which  we and certain of our
customers have been accused of patent  infringement  related  to  our television tuner products. 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. 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;

(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

16

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

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

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

Our proposed acquisition of the Z-Wave  business of Sigma  Designs, Inc. is contingent upon  approval by
Sigma Designs’ stockholders and may not  be consummated.  In the  event the  acquisition is consummated, the
integration of the Z-Wave business with  our own may be more  difficult, costly or time consuming than
expected, and the anticipated benefits and cost  savings of the  acquisition may  not be fully  realized, which
could adversely impact our business operations, financial  condition and results of operations.

On December 7, 2017 we entered into  an agreement with Sigma Designs  pursuant  to  which we

expect to acquire its Z-Wave business. See Note  8, Acquisitions, to the Consolidated Financial
Statements for additional information.

The proposed acquisition is subject to the  satisfaction of a number of  closing conditions,  including
the approval of the stockholders of Sigma  Designs and the  expiration or termination  of the applicable
waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act  of 1976 and the rules
thereunder and there can be no assurance  that these  conditions will  be  satisfied. In the event the
acquisition of the Z-Wave business is consummated, the success of the acquisition, including the
achievement of anticipated benefits and  cost savings, is subject to a number of uncertainties  and will
depend, in part, on our ability to successfully combine and integrate the Z-Wave  business  into  our own
core business in an efficient and effective manner.  Potential difficulties that we may encounter include
the following, any of which could result in the  anticipated  benefits of the acquisition not being realized
or harm our operations or financial condition:

(cid:127) The inability to successfully integrate  the Z-Wave business into our own  in a manner that

permits us to achieve the cost savings  and  operating synergies  anticipated  from the acquisition;

(cid:127) The integration of the Z-Wave business may create  a diversion of management’s time  and

attention from our core business, or disrupt our  current plans  and operations;

(cid:127) The loss of key management or technical  personnel necessary for the continued operation of the

Z-Wave business or our core business,  particularly our experienced engineers;

(cid:127) Integrating personnel, IT systems and  corporate, finance and administrative  infrastructures of

the Z-Wave business with our own while  maintaining focus on  providing consistent, high quality
products and services;

(cid:127) Coordinating and integrating our internal operations, compensation programs, policies and

procedures, and corporate structures;

(cid:127) Potential unknown liabilities and unforeseen or  increased  costs and expenses,  including

unforeseen litigation; and

(cid:127) The possibility of faulty assumptions underlying expectations  regarding potential synergies and

the integration process.

Any of these factors could result in our failing to realize the  anticipated benefits of the acquisition

of the Z-Wave business, on the expected  timeline  or at  all, and could adversely impact our  business
operations and operating results.

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

17

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. During fiscal 2017,  71%
of our revenue was derived from distributors. 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 depend on a limited number of customers for  a significant  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  2017, our ten largest
customers accounted for 20% 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 products at all, purchase fewer  products 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 products; and

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

18

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.

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

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

Our products are complex and may contain  errors which could lead to  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 and/or  when

new versions are released. Our products are increasingly designed in more complex processes, including
higher  levels of software and hardware  integration in  modules and  system-level solutions and/or  include
elements provided by third parties which further increase the risk of errors.  We rely primarily on  our
in-house testing personnel to design test  operations and procedures  to  detect any errors or
vulnerabilities prior to delivery of our products  to  our  customers.

Should problems occur in the operation  or performance of our products,  we may experience delays
in meeting key introduction dates or  scheduled delivery dates to our customers. These errors could also
cause  significant re-engineering costs,  the  diversion of our  engineering personnel’s attention from our
product  development efforts and cause  significant customer  relations and business reputation problems.
Any defects could result in refunds, product  replacement,  product recall or other liability. Any of the
foregoing could impose substantial costs and harm our business.

Product liability, data breach or cyber  liability  claims may be asserted with respect  to  our  products.

Many of our products focus on wireless connectivity and the IoT market and such  connectivity may
make these products particularly susceptible to cyber-attacks. 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, failure or vulnerability 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
end-products. There can be no assurance that any insurance we maintain  will  sufficiently protect  us
from such claims.

19

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

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

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

subcontractors, including:

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

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

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

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

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

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

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

(cid:127) Low test yields.

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

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

Our 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

20

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
product  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 are a global company, 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 Asia, the Americas and Europe. 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 85% during fiscal 2017. We may not  be  able to maintain or  increase
global  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;

(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  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, substantially 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.

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,

21

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.

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.

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
default or bankruptcy by these entities. 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.

22

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 products. 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;

(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;

23

(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;

(cid:127) The required expensing of stock awards;  and

(cid:127) The required changes in our reported revenue and revenue recognition  accounting policy

expected under Accounting Standards  Update  (ASU) No.  2014-09, Revenue from Contracts with
Customers (Topic 606).

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 our 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 recent geopolitical
maneuverings, including nuclear weapons  and  long-range missile testing, 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
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

24

wafers of satisfactory quality in a timely manner, we will be unable to meet  our  customers’ demand  for
our  products in a timely manner, which  would adversely affect our operating  results and damage  our
customer relationships.

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

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 convertible senior notes could adversely affect our operating results and financial condition

Upon conversion, our convertible senior notes may be settled  in cash,  shares of our common  stock

or a combination of cash and shares, at our  election. We intend to settle  the principal amount of the
notes in cash. If we do not have adequate  cash  available,  we  may  not  be  able to settle the  principal
amount in cash. In such case, we will  be  required to settle the principal amount in  stock, which would
result in immediate, and likely material, dilution to the ownership interests  of  our  existing stockholders.
Any sales in the public market of our  common stock issuable  upon  such conversion could adversely
affect prevailing market prices of our common stock.

Following any conclusion that we no longer have the  ability to settle  the convertible  senior  notes in

cash, we will be required on a going  forward basis to change our  accounting policy for earnings per
share from the treasury stock method  to  the if-converted method. Earnings per share may be lower
under the if-converted method as compared to the  treasury stock  method.

The principal balance of the convertible senior notes was separated into liability and equity

components, which were recorded initially at fair  value.  The  excess  of  the principal amount of the
liability component over its carrying amount  represents  the debt  discount, which is accreted to interest
expense over the term of the notes using  the effective interest method. Accordingly, we will report
higher  interest expense because of the  recognition  of  both the debt discount amortization  and the
notes’ coupon interest.

Our debt could adversely affect our operations and  financial  condition

We  believe we have the ability to service our debt,  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
herein, many of which are beyond our control. Our credit facility also  contains covenants, including
financial covenants. If we breach any  of  the covenants under  our credit  facility 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  facility
will be sufficient to meet our working capital needs, capital expenditures, investment requirements and

25

commitments for at least the next 12  months.  However,  our  ability to borrow further under the credit
facility 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.

We have  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.

26

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
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 products. 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 products 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, Broadcom, Cypress, IDT,  Infineon, Maxim Integrated Products,

27

MaxLinear, Microchip, Microsemi, Nordic  Semiconductor, NXP Semiconductors,  Qualcomm, Renesas,
STMicroelectronics, Synaptics, Texas  Instruments  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  products 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.

We may  be the victim of business disruptions and security breaches,  including  cyber-attacks, which  could lead
to liability or could damage our reputation  and financial results

Information technology system and/or  network disruptions, regardless of the cause, but  including

acts of sabotage, error, or other actions, could  harm the company’s  operations.  Failure to effectively
prevent, detect, and recover from security  breaches, including cyber-attacks, could result in the misuse
of company assets, disruption to the  company,  diversion of management resources, regulatory inquiries,
legal claims or proceedings, reputational  damage, loss  of sales and other costs to the  company. We
routinely face attacks that attempt to  breach  our  security protocols,  gain access to or disrupt our
computerized systems or steal proprietary company, customer, partner or employee information.  These
attacks are sometimes successful. These attacks  may be due  to  security breaches, employee error, theft,
malfeasance, phishing schemes, ransomware, faulty password or data security management,  or other
irregularities. The theft, loss, destruction,  unavailability or misuse of  personal or business data
collected, used, stored or transferred by us to run our business could result in  increased security costs
or costs related to defending legal claims.  Industrial espionage, theft or loss of our intellectual property
data could lead to counterfeit products  or harm  the competitive position of our products and  services.
Costs to implement, test and maintain measures to promote compliance with  applicable privacy and
data security laws as well as to protect the overall security of our  system could be significant.
Attempted or successful attacks against  our products and services could damage  our reputation with
customers or users and reduce demand  for our products and services.

Changes in the Privacy and Data Security/Protection Laws  Could Have an Adverse Effect on our Operations

Federal, state and international privacy-related or data  protection laws and regulations  could  have

an adverse effect on our operations.  Complying with these laws  and the possibility of proceedings
against us by  governmental entities or others  in relation to these  laws could increase operational costs.
In May 2018, the European Union’s General  Data  Protection Regulation (‘‘GDPR’’) goes  into  effect,
replacing the EU’s 1995 Data Protection Directive. The costs of compliance with  the GDPR and the
potential for fines and penalties in the event of a  breach  of  the GDPR may have an  adverse  effect  on
our  operations.

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,
theft, 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 theft or unauthorized publication  or use  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

28

or damage our reputation. In addition, our  inability to use or access 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,
distributors and customers, 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 reputation, business operations and financial results.

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  products fail to achieve market acceptance, our
growth prospects, operating results and  competitive position  could be adversely affected.

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.

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

29

own, 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 173,000 square feet  were leased to other
tenants. In addition to these properties, we lease smaller facilities in various locations  in the United
States, Australia, Brazil, Canada, China,  Finland, France, Germany,  Hungary, India, 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 28, 2014, Cresta Technology Corporation (‘‘Cresta Technology’’), a Delaware

corporation, filed a lawsuit against us  (among others) in the  United States District  Court in the District
of Delaware, alleging infringement of  three United States Patents (the  ‘‘Cresta Patents’’). Cresta
Technology declared bankruptcy in 2016. One of  its creditors, DBD Credit Funding LLC (‘‘DBD’’)
and/or CF Crespe LLC (the ‘‘Cresta  Successors’’)  assumed ownership of the  Cresta Patents and has
substituted in for Cresta Technology  in related proceedings.

The Delaware proceedings are currently stayed.  In  2014 and  2015, we challenged the validity of
two sets of claims in the Cresta Patents at the Patent  Trial and Appeal Board (PTAB) of the United
States Patent and Trademark Office (USPTO). In each respective  proceeding, the  PTAB found the
reviewed claims to be invalid. The Federal Circuit Court  of  Appeals affirmed both determinations.

On July 16, 2014, we filed a lawsuit against Cresta Technology in  the United  States  District Court

in the Northern District of California  alleging infringement of six United  States  Patents. A motion  to
substitute the Cresta Successors as defendants in lieu of Cresta Technology is pending.

We  intend to continue to vigorously  defend  the Delaware  proceeding and to continue  to  pursue its

claims against the  Cresta Successors  and  their  patents. At this time, we cannot predict the outcome  of
these matters or the resulting financial  impact to it, if any.

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.

30

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 22,  2018, there were 72 holders  of  record of
our  common stock.

Fiscal Year 2016

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

Fiscal Year 2017

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

High

Low

$48.00
51.00
59.35
68.95

$75.60
78.45
81.95
96.93

$36.56
42.63
45.94
55.97

$63.15
66.85
66.35
80.17

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.

31

Stock Performance Graph

The graph depicted below shows a comparison of cumulative total stockholder returns  for an
investment in Silicon Laboratories Inc.  common  stock, the NASDAQ Composite Index and the PHLX
Semiconductor Index.

400

350

300

250

200

150

100

50

D
O
L
L
A
R
S

0
12/29/12

12/28/13

01/03/15

01/02/16

12/31/16

12/30/17

Silicon Laboratories Inc.

NASDAQ Composite

PHLX Semiconductor Index
14FEB201818192691

Company / Index

12/29/12

12/28/13

01/03/15

01/02/16

12/31/16

12/30/17

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

$100.00
$100.00
$100.00

$102.07
$142.22
$143.17

$114.51
$163.70
$188.75

$116.99
$175.41
$185.79

$156.66
$190.97
$258.84

$212.82
$247.56
$363.78

(1) The graph assumes that $100 was  invested in our  common stock and in each index at  the market
close on December 29, 2012, 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.

Issuer  Purchases of Equity Securities

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

December 30, 2017 (in thousands, except per share  amounts):

Period

October 1, 2017 - October 28, 2017 . . . . .

October 29, 2017 - November 25, 2017 . .

November 26, 2017 - December 30, 2017 .

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

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

$—

$—

$—

$—

—

—

—

—

$100,000

$100,000

$100,000

—

—

—

—

32

In January 2017, the Board of Directors authorized a program to repurchase up  to  $100 million  of

our  common stock through December 2017.  In October 2017,  the Board of  Directors authorized a
program to repurchase up to $100 million of our  common  stock from January 2018 through December
2018. The 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.

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

2017

2016

2015

2014

2013

(in thousands, except per share data)

Consolidated Statements of Income Data

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

$ 768,867
84,974
$
47,092
$

$ 697,626
66,277
$
61,494
$

$ 644,826
32,234
$
29,586
$

$ 620,704
51,421
$
38,021
$

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

Earnings per share:

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

$
$

1.11
1.09

$
$

1.47
1.45

$
$

0.70
0.69

$
$

0.88
0.87

$
$

1.17
1.14

Consolidated Balance Sheet Data

Cash, cash equivalents and

investments (1) . . . . . . . . . . . . . . . . .
Working capital . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . .
Long-term obligations . . . . . . . . . . . . . .
Total stockholders’ equity . . . . . . . . . . .

$ 769,704
785,317
1,535,082
419,741
953,016

$ 300,263
351,156
1,081,844
115,191
826,958

$ 250,112
280,819
1,011,463
108,028
761,114

$ 342,614
365,223
1,042,561
121,191
758,056

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

(1) Reflects repurchases of $0, $41 million,  $71 million, $72 million and $26 million of our common
stock in fiscal 2017, 2016, 2015, 2014 and 2013, respectively.  Includes $6 million,  $5 million,
$7 million, $7 million and $11 million of long-term  auction-rate securities investments in fiscal
2017, 2016, 2015, 2014 and 2013, respectively.

33

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 fiscal year that ends on the  Saturday closest to December 31.  Fiscal 2017, 2016 and  2015
were 52-week years and ended on December  30, 2017, December 31, 2016 and  January 2, 2016,
respectively.

Overview

We  are a leading provider of silicon, software  and  solutions  for a  smarter,  more connected world.

Our award-winning technologies are  shaping the future of the Internet of Things  (IoT), Internet
infrastructure, industrial automation, consumer  and  automotive markets. Our world-class engineering
team creates products focused on performance, energy savings, connectivity and  simplicity. Our primary
semiconductor products are mixed-signal integrated circuits (ICs), which  are electronic components  that
convert real-world analog signals, such as sound and radio  waves, into digital  signals that electronic
products can process.

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 and software enables  us to
develop highly differentiated solutions  that address multiple markets.  We  group our products  into  the
following categories:

(cid:127) Internet of Things products, which include  our microcontroller (MCU),  wireless and sensor

products;

(cid:127) Broadcast products, which include our broadcast consumer and automotive  products;

(cid:127) Infrastructure products, which include our timing  products (clocks  and  oscillators), and isolation

devices; and

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

Power over Ethernet (PoE) devices.

Current Period Highlights

Revenues increased $71.2 million in fiscal 2017 compared to fiscal 2016, primarily due to increased

revenues from our IoT and Infrastructure  products offset  by decreased revenues from our Access and
Broadcast products. Gross margin increased  $32.7 million  during the same period due primarily to
increased product sales. Gross margin as a percent of revenues decreased to 59.1% in  fiscal  2017
compared to 60.4% in fiscal 2016 primarily due to variations  in product  mix. Operating  expenses
increased $14.0 million in fiscal 2017  compared to fiscal 2016 due  primarily  to  increased  personnel-
related expenses, offset by decreased new  product  introduction costs and  legal fees.

We  ended fiscal 2017 with $764.0 million  in cash, cash  equivalents  and short-term  investments. Net

cash provided by operating activities  was $189.5  million  during  fiscal  2017. Accounts receivable  was

34

$71.4 million at December 30, 2017,  representing 32  days sales outstanding (DSO).  Inventory was
$73.1 million at December 30, 2017,  representing 81  days of inventory (DOI). In  fiscal 2017, we
completed a private offering of $400 million principal amount convertible  senior notes, and used
$72.5 million of the proceeds to pay  off the remaining balance of our Amended Credit Agreement.

Through acquisitions and internal development  efforts, we  have continued to diversify our  product
portfolio and introduce new products  and  solutions with  added functionality and further integration. On
January 20, 2017, we acquired Zentri,  Inc., an  innovator in  low-power, cloud-connected Wi-Fi
technologies for the IoT. On December 7,  2017, we  entered into an  agreement to either acquire  Sigma
Designs, Inc. or its Z-Wave business.  On January 23, 2018, Sigma Designs announced  that  due  to  the
closing conditions for the acquisition  of  the  entirety of Sigma Designs not  being  satisfied, the parties
would move forward with the sale of  the Z-Wave business to us in  an asset sale, subject to approval by
Sigma Designs’ shareholders. Sigma Designs is  a provider of solutions  for  the connected home
including Z-Wave, an IoT technology for  smart home  solutions.  See Note 8, Acquisitions,  to  the
Consolidated Financial Statements for  additional information.

In fiscal  2017, we introduced I2C-programmable crystal oscillators (XOs) delivering excellent  jitter
performance and frequency flexibility for  100/200/400G applications; optical  biometric  sensors providing
advanced heart rate monitoring (HRM)  along with  electrocardiogram (ECG) capabilities for a wide
range of wearable fitness and wellness  products;  new  dynamic  multiprotocol software for our Wireless
Gecko system-on-chip (SoC) and module  portfolio, enabling simultaneous operation of Zigbee and
Bluetooth low energy (LE) on a single SoC; a comprehensive  reference design to simplify the
development of USB Type-C(cid:5)  rechargeable lithium ion battery packs; high-performance, multi-channel
jitter attenuating wireless clocks supporting  4G/LTE and Ethernet;  high-performance clock  generators
offering a highly integrated timing solution for 10/25/100G applications;  power-efficient Hall-effect
magnetic sensors offering flexible I2C configuration and built-in tamper detection and temperature
sensing; a scalable, flexible and cost-effective car  radio solution for the global  automotive infotainment
market; new EFM32 Giant Gecko MCUs  offering advanced capabilities and large  memory options
scaling up to 2 MB flash and 512 KB RAM; a wireless software stack, development tools and a mobile
app supporting the new Bluetooth mesh  specification;  the Ultra Series(cid:5) family of crystal
oscillators (XOs) delivering ultra-low  jitter performance; EFR32xG13 Wireless Gecko SoCs  supporting
full Bluetooth 5 connectivity and more  memory  options; a USB-to-I2S bridge chip  that  provides a
simple, turnkey solution for transferring  digital  audio data; new EFR32 Wireless  Gecko  SoCs
supporting a broad range of multiprotocol, multiband use  cases; EFM32 Gecko MCUs offering new
security features, large memory options,  higher peripheral integration  and ultra-low power
consumption; and an enhanced Micrium(cid:4) real-time operating system (RTOS) and new Platform Builder
software to accelerate embedded design.  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 expand our total available market opportunity.

During  fiscal 2017, 2016 and 2015, we had no  end customer  that represented more than 10% of
our  revenues. 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. Three of our  distributors who sell to
our  customers, Edom Technology, Avnet  and Arrow Electronics, each represented  19%, 14% and 12%
of our revenues during fiscal 2017, and  17%, 13% and 11%  of  our revenues  during fiscal 2016,
respectively. Edom and Avnet represented 20%  and  12% of our revenues during fiscal 2015,
respectively. There were no contract manufacturers that accounted for  more  than 10%  of  our  revenues
in fiscal 2017, 2016 or 2015.

35

The percentage of our revenues derived from outside of the United  States was 85% in fiscal 2017,
86% in fiscal 2016 and 85% in fiscal  2015. 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 wearables, 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.

Results of Operations

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

Revenues. Revenues are generated predominately  by sales of our products. A small portion of

our  revenues  is derived from the sale  of patents. 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.

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.  Our gross margin  as a percentage of
revenue fluctuates depending on product mix, manufacturing yields, inventory valuation  adjustments,
average selling prices and other factors.

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 and Other, Net.

Interest income and other, net reflects interest earned on  our

cash, cash equivalents and investment balances, foreign  currency remeasurement adjustments and other
non-operating income and expenses.

36

Interest Expense.

Interest expense consists of interest on  our  short and long-term obligations,
including our convertible senior notes and credit  facility. Interest expense on our convertible senior
notes includes contractual interest, amortization of  the debt discount  and  amortization  of debt  issuance
costs.

Provision for Income Taxes. Provision for income taxes includes both  domestic  and foreign

income taxes at the applicable tax rates adjusted for  non-deductible expenses, research and
development tax credits and other permanent differences.

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

revenues for the periods indicated:

Fiscal Year

2017

2016

2015

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

100.0% 100.0% 100.0%
39.6
40.9

40.9

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

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

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

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

Interest income and other, net . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

59.1

60.4

59.1

27.2
20.8

48.0

11.1

0.8
(1.9)

10.0
3.9

28.6
22.3

50.9

9.5

0.1
(0.4)

9.2
0.4

29.2
24.9

54.1

5.0

0.1
(0.4)

4.7
0.1

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

6.1% 8.8% 4.6%

Comparison of Fiscal 2017 to Fiscal  2016

Revenues

(in millions)

Fiscal Year

2017

2016

Change %  Change

Internet of Things . . . . . . . . . . . . . . . . . . . . . .
Broadcast . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Infrastructure . . . . . . . . . . . . . . . . . . . . . . . . .
Access . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$395.0
153.0
152.2
68.7

$314.6
157.7
147.7
77.6

$80.4
(4.7)
4.5
(8.9)

25.6%
(3.0)%
3.0%
(11.4)%

Total

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

$768.9

$697.6

$71.3

10.2%

The change in revenues in fiscal 2017  was due primarily  to:

(cid:127) Increased revenues of $80.4 million  for our  IoT products, due primarily to increased demand for

our  wireless products.

(cid:127) Decreased revenues of $4.7 million  for Broadcast  products, due primarily to decreases  in the
market for our consumer products offset by increased  demand for our automotive  products.

37

(cid:127) Increased revenues of $4.5 million  for our Infrastructure products, due primarily to increased
demand for our isolation products offset by decreased demand for our timing products and
decreased patent sale revenue of $5.0  million in  fiscal 2016 with no patents  sales in fiscal 2017.

(cid:127) Decreased revenues of $8.9 million  for our Access products,  due primarily to decreased demand

for our VoIP products and decreases in the market for such products.

Unit volumes of our products increased  by 21.0% and  average selling prices decreased by 8.5%
compared to fiscal 2016. The average  selling prices of  our products may fluctuate significantly from
period to period due to changes in product mix and other  factors. 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.

Gross  Margin

(in millions)

Fiscal Year

2017

2016

Change

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

$454.2

$421.5

$32.7

59.1% 60.4% (1.3)%

The increased dollar amount of gross  margin in  fiscal 2017 was due  to  increases in gross margin of
$45.0 million for our IoT products and  $1.4 million  for  our Infrastructure products,  offset by decreases
in gross margin of $7.0 million for our Broadcast products and $6.7  million for our Access  products.
Gross margin increased in fiscal 2017 due primarily to increased product sales.  Gross margin  as a
percent of revenues decreased in fiscal 2017  primarily due  to  variations in product mix. Gross margin  in
fiscal 2016 included $5.0 million from the  sale of  patents, which had no  associated cost of  revenues.

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 products; 2) reduce
costs of existing products through improved  design;  3)  achieve  lower  production costs from our wafer
suppliers and third-party assembly and  test subcontractors; 4) achieve lower production costs  per  unit
as a result of improved yields throughout  the manufacturing process; or 5) reduce logistics costs.

Research and Development

(in millions)

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

Fiscal Year

2017

2016

Change

% Change

$209.5

$199.7

$9.8

4.9%

27.2% 28.6%

The increase in research and development expense in fiscal 2017 was primarily due to increases of

$12.6 million for personnel-related expenses,  including costs associated with increased headcount and
acquisitions. The increase in research and  development  expense in fiscal 2017 was  offset in  part by a
decrease of $2.3 million for new product introduction costs. The decrease in research and development
expense as a percent of revenues in fiscal 2017 was due to our increased revenues. We expect  that
research and development expense will  increase in absolute dollars in the first quarter of 2018.

38

Selling, General and Administrative

(in millions)

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

Fiscal Year

2017

2016

Change

% Change

$159.7

$155.5

$4.2

2.7%

20.8% 22.3%

The increase in selling, general and administrative  expense in  fiscal  2017 was primarily due to an

increase of $6.1 million for personnel-related  expenses, including costs associated with increased
headcount and acquisitions. The increase  in selling, general and  administrative in fiscal 2017 was offset
in part by a decrease of $1.4  million for legal fees, primarily related to litigation. The decrease in
selling, general and administrative expense as  a percent  of  revenues in fiscal  2017 was due to our
increased revenues. We expect that selling,  general and administrative expense will increase in  absolute
dollars in the first quarter of 2018.

Interest Income and Other, Net

Interest income and other, net in fiscal  2017 was $6.1 million compared to $0.8  million in

fiscal 2016. The increase in interest income and other, net in fiscal 2017 was primarily due to increased
interest income earned as a result of higher market interest rates  and higher cash, cash  equivalents and
short-term investments balances.

Interest Expense

Interest expense in fiscal 2017 was $14.1  million compared to $2.6 million in fiscal 2016. The

increase in interest expense in fiscal 2017  was primarily  due to increased interest expense of
$14.6 million on our convertible debt, including amortization of the debt  discount  and debt issuance
costs. The increase in interest expense  was offset in part by  a $2.0 million gain recorded  in connection
with the termination of our interest rate  swap agreement.

Provision for Income Taxes

(in millions)

Fiscal Year

2017

2016

Change

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

$29.8
38.8% 4.7%

$3.0

$26.8

On December 22, 2017, the U.S. government enacted comprehensive  tax  legislation  commonly

referred to as the Tax Cuts and Jobs  Act  (the ‘‘Tax Act’’). The effective tax rate for fiscal 2017
increased from fiscal 2016 primarily due  to the  impacts  from  the Tax Act including  a one-time
transition tax of $54.4 million on unrepatriated earnings of foreign subsidiaries  as well as tax  expense of
$21.8 million related to the revaluation of  our deferred tax assets and liabilities due to the reduction  of
the U.S.  corporate tax rate from 35% to 21% under the Tax Act.  These increases in tax expense  were
partially offset by the release of a deferred tax liability related  to  future foreign  earnings expected
under our intercompany cost-sharing  arrangement  of  $39.4 million, as well  as a decrease  in the
valuation allowance established on federal research and development tax credits of $10.5  million.

The effective tax rates for each of the periods presented differ from  the U.S.  federal statutory tax

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, and other permanent  items including research and development
tax credits and nondeductible compensation expenses.  In addition, the  effective tax  rate for fiscal 2017
was also impacted  by certain one-time effects as a result of the  enactment of  U.S. tax reform.

39

We  are still evaluating the impact of  the Tax Act on  our future  U.S. tax  liability, but at this time,

we expect that the overall impact of  the Tax Act on  our effective tax rate  will be an  increase over more
normalized levels from 2016. This increase  is expected  due to certain new provisions included in the
Tax  Act. See Note 16, Income Taxes,  to  the Consolidated Financial Statements for additional
information.

Comparison of Fiscal 2016 to Fiscal  2015

Revenues

(in millions)

Internet of Things . . . . . . . . . . . . . . . . . . . .
Broadcast . . . . . . . . . . . . . . . . . . . . . . . . . .
Infrastructure . . . . . . . . . . . . . . . . . . . . . . .
Access . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

Fiscal Year

2016

2015

Change

$314.6
157.7
147.7
77.6

$697.6

$262.3
161.8
122.0
98.7

$644.8

$52.3
(4.1)
25.7
(21.1)

$52.8

%
Change

19.9%
(2.5)%
21.1%
(21.4)%

8.2%

The change in revenues in fiscal 2016  was due primarily to:

(cid:127) Increased revenues of $52.3 million for our Internet of Things  products, due primarily to

increases in the market for our wireless products and the addition of  revenues from acquisitions.

(cid:127) Decreased revenues of $4.1 million  for Broadcast  products, due primarily to decreases  in the

market for our consumer products.

(cid:127) Increased revenues of $25.7 million for our Infrastructure products, due primarily to increased

demand for our isolation and timing products and the  sale of patents for $5.0 million.

(cid:127) Decreased revenues of $21.1 million for our Access  products, due primarily to decreased

demand for our VoIP products and decreases  in the market for such  products.

Unit volumes of our products increased  by 14.6% and  average selling prices decreased by 6.2%

compared to fiscal 2015.

Gross  Margin

(in millions)

Fiscal Year

2016

2015

Change

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

$421.5

$380.8

$40.7

60.4% 59.1%

1.3%

The increased dollar amount of gross  margin in  fiscal 2016 was due  to  increases in gross margin of

$27.9 million for our Internet of Things  products and $21.7 million  for our Infrastructure products,
offset by decreases in gross margin of $7.1  million  for our  Access products  and $1.8  million  for our
Broadcast products. Gross margin in  fiscal 2016  included $5.0  million from the sale of patents, which
had no associated cost of revenues. Gross  margin in fiscal 2015  included  $2.6 million in
acquisition-related charges for the fair  value write-up  associated with  inventory  acquired  from Bluegiga
and Telegesis.

40

Research and Development

(in millions)

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

Fiscal Year

2016

2015

Change

%
Change

$199.7

$188.1

$11.6

6.2%

28.6% 29.2%

The increase in research and development expense in fiscal 2016  was  primarily due to increases of

$5.9 million for personnel-related expenses, including costs associated with increased headcount, and
$4.4 million for new product introduction costs.

Selling, General and Administrative

(in millions)

Fiscal Year

2016

2015

Change

%
Change

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

$155.5

$160.5

$(5.0)

(3.1)%

22.3% 24.9%

The decrease in selling, general and administrative  expense in  fiscal 2016  was primarily due to

decreases of $2.1 million for adjustments to the fair  value  of  acquisition-related  contingent
consideration, $1.3 million for personnel-related expenses, $1.0 million  for  acquisition-related  costs, and
$1.0 million for legal fees, primarily related  to  litigation.

Interest Income and Other, Net

Interest income and other, net in fiscal 2016 was $0.8 million compared to $0.9  million  in

fiscal 2015.

Interest Expense

Interest expense in fiscal 2016 was $2.6 million compared $2.8 million  in fiscal 2015.

Provision for Income Taxes

(in millions)

Fiscal Year

2016

2015

Change

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

$0.7

$3.0
4.7% 2.2%

$2.3

The effective tax rate for fiscal 2016  increased from fiscal  2015 primarily due to fiscal 2015

including a net benefit resulting from  a  change in the tax accounting  treatment of stock-based
compensation in a cost-sharing arrangement following a U.S. Tax Court case (Altera). The increase in
the effective tax rate was partially offset  by  a reduction in the prior period valuation allowance.
See Note 16, Income Taxes, to the Consolidated Financial Statements  for additional information.

The effective tax rates for each of the periods presented differ from  the federal  statutory rate of
35% due to the amount of income earned in foreign jurisdictions where  the tax rate  may be lower than
the federal statutory rate and other permanent items including nondeductible compensation expenses
and research and development tax credits.

41

Business  Outlook

The following represents our business outlook  for the  first  quarter  of fiscal 2018.

Income Statement Item

Estimate

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

$196 million to $202 million

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

59.0%

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

$98.0 million

Effective tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(15.0)%

Diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$0.42 to $0.48

Liquidity and Capital Resources

Our principal sources of liquidity as of December 30,  2017  consisted  of  $764.0 million in cash, cash

equivalents and short-term investments,  of which approximately $587.3 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 government debt securities, which include agency bonds, municipal
bonds, U.S. government bonds, international government bonds, international  agency commercial paper
and variable-rate demand notes; corporate  debt securities, which  include asset-backed securities,
corporate bonds, commercial paper and certificates of deposit; and money market funds. Our long-term
investments consisted of auction-rate securities. As of December 30,  2017, we held  $6.0 million par
value auction-rate  securities, all of which have experienced failed auctions  because sell orders exceeded
buy orders. See Note 4, Fair Value of  Financial Instruments, to the Consolidated Financial Statements
for additional information.

Operating Activities

Net cash provided by operating activities  was  $189.5 million during fiscal 2017,  compared to net
cash provided of $128.9 million during  fiscal 2016. Operating  cash flows  during fiscal  2017 reflect our
net income of $47.1 million, adjustments  of  $70.4 million for depreciation,  amortization, stock-based
compensation and deferred income taxes, and a  net cash  inflow  of $72.0 million due to changes in  our
operating assets and liabilities.

Net cash provided by operating activities  was  $128.9 million during fiscal 2016,  compared to net
cash provided of $105.4 million during  fiscal 2015. Operating  cash flows  during fiscal  2016 reflect our
net income of $61.5 million, adjustments  of  $74.8 million for depreciation,  amortization, stock-based
compensation and deferred income taxes, and a  net cash  outflow of $7.4  million due to changes in our
operating assets and liabilities.

Accounts receivable decreased to $71.4 million at December 30, 2017 from  $74.4 million at
December 31, 2016. The decrease in  accounts  receivable resulted  primarily from  normal variations in
the timing of collections and billings.  Our  average DSO was  32 days at  December 30, 2017 and 37 days
at December 31, 2016.

Inventory increased to $73.1 million  at December 30, 2017 from $59.6 million at December  31,
2016. 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 DOI was 81  days at
December 30, 2017 and 73 days at December 31, 2016.

42

Investing Activities

Net cash used in investing activities was $374.3 million during fiscal 2017, compared to net  cash

used of $49.6 million during fiscal 2016.  The increase in cash  outflows was principally due to an
increase of $318.6 million in net purchases of  marketable securities  and  an  increase of $8.6  million in
net payments for the acquisition of businesses. On December 7, 2017,  we entered into an  agreement  to
acquire Sigma Designs or its Z-Wave  business. See Note 8, Acquisitions, to the Consolidated Financial
Statements for additional information.

Net cash used in investing activities was $49.6 million during fiscal 2016, compared to net  cash

used of $49.3 million during fiscal 2015.  The increase in cash  outflows was principally due to an
increase of $87.8 million in net purchases of  marketable securities  and  an  increase of $2.4  million for
the purchase of other assets, offset by  a decrease of $89.6  million  in net payments for  the acquisition of
businesses.

We  anticipate capital expenditures of approximately $28 to $32 million for  fiscal 2018. 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.

Financing Activities

Net cash provided by financing activities was  $313.0 million  during fiscal 2017, compared to net

cash used of $52.3 million during fiscal  2016. The increase in  cash inflows was  principally due to
$389.5 million in net proceeds from the issuance of long-term debt and a decrease  of $40.5 million for
repurchases of our common stock, offset  by an increase of $67.5 million in  payments on debt.
See Note 10, Debt, to the Consolidated  Financial Statements for  additional information.  In  October
2017, the Board of Directors authorized  a program to repurchase up to $100  million of  our common
stock from January 2018 through December 2018.

Net cash used in financing activities was $52.3  million  during  fiscal  2016, compared to net cash

used of $83.8 million during fiscal 2015.  The decrease in  cash outflows was principally due to a
decrease of $89.7 million in payments on  debt and a decrease of $30.9  million  for repurchases  of our
common stock, offset by $81.2 million in net  proceeds from the issuance of long-term debt during
fiscal 2015 and an increase of $5.0 million for payments of acquisition-related contingent consideration.

Our debt facilities  include $400 million  principal  amount  convertible senior notes (the  ‘‘Notes’’)

and a $300 million revolving credit facility. On March 6,  2017, we completed a  private offering of the
Notes. The Notes bear interest semi-annually  at a  rate of 1.375% per year and  will mature on March 1,
2022, unless repurchased, redeemed or converted at  an earlier date. In connection  with our offering  of
the Notes, we entered into a second amendment to our prior  credit agreement  and paid  off the
remaining balance of $72.5 million. We  have an option to increase the size of the  borrowing  capacity of
the revolving credit facility by up to an  aggregate  of  $200 million in additional commitments, subject to
certain conditions. See Note 10, Debt,  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
Facility 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.

43

Contractual Obligations

The following table summarizes our contractual obligations as of  December 30, 2017 (in

thousands):

Long-term debt obligations (1) .
Interest on long-term debt

obligations (2) . . . . . . . . . . .
Operating lease obligations (3) .
Purchase obligations (4) . . . . . .
Other long-term obligations (5)

Payments due by period

Total

2018

2019

2020

2021

2022

Thereafter

$400,000

$ — $ — $ — $ — $400,000

$ —

$ 27,075
$ 24,860
$ 51,707
$ 53,001

$ 6,400
$ 5,807
$51,707
$ — $12,017

$
$ 6,400
$ 4,278
$
$ — $ — $ — $
$

$5,500
$3,016

$6,025
$3,539

$8,181

$3,408

2,750
2,804

$ —
$ 5,416
— $ —
$25,564

3,831

(1) Long-term debt obligations represent the  principal portion of  our convertible senior  notes (the

‘‘Notes’’). The Notes mature on March 1, 2022,  unless repurchased,  redeemed or  converted  at an
earlier date.

(2) Interest on our long-term debt obligations  primarily represents contractual  interest  on the Notes,

which  bear interest semi-annually at  a  rate of  1.375% per year. Interest excludes non-cash
amortization of the debt discount and  debt issuance costs.

(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 primarily  represent  non-current income taxes  and software license

obligations.

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 $3.2 million  for
unrecognized tax benefits is not included in the table  above. See Note  16, Income Taxes,  to  the
Consolidated Financial Statements for  additional information.

Off-Balance Sheet Arrangements

As of December 30, 2017, 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.

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

44

12 months. We also adjust the valuation  of inventory  when its manufacturing cost  exceeds  the estimated
selling price less costs of completion, disposal and transportation. 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 awards  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 12, 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 income (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,
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.

45

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 whether 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, they could have  a material effect on our  income  tax  provision and net income
in the period or periods for which that determination is made. We  operate within multiple taxing
jurisdictions and are subject to audit in  these  jurisdictions.  These audits can involve complex issues
which  may require an extended period of time to resolve and  could result in additional assessments  of
income tax. We believe adequate provisions for income taxes  have been made for all periods.

46

Recent  Accounting Pronouncements

Recent accounting pronouncements which we believe  may  materially impact the judgments and

uncertainties in the application of our accounting policies  are described  below.  See Note 2, Significant
Accounting Policies, to the Consolidated  Financial Statements for  additional information.

In February 2016, the Financial Accounting Standards  Board (FASB)  issued  Accounting Standards
Update (ASU) No. 2016-02, Leases (Topic 842). The core  principle of Topic 842  is that a lessee should
recognize the assets and liabilities that arise from  leases. For operating  leases, a lessee is required  to
recognize a right-of-use asset and a lease liability, initially  measured at the present value of the lease
payments, in the statement of financial position. This  ASU is  effective  for  fiscal years beginning after
December 15, 2018, including interim  periods within  those fiscal years. We are  evaluating  the effect
that the adoption of this ASU will have  on  our financial  statements. We currently  expect that most of
our  operating lease commitments will  be  subject to the  new  standard  and  recognized as  right-of-use
assets and operating lease liabilities upon our adoption of ASU  2016-02,  which will increase our total
assets and total liabilities that we report relative to such amounts prior to adoption.

In May 2014, the FASB issued ASU  No. 2014-09, Revenue from Contracts with Customers
(Topic 606), which supersedes the revenue recognition requirements  in Accounting Standards
Codification (ASC) 605, Revenue Recognition. The core  principle of ASU 2014-09 is that an entity
should recognize revenue to depict the  transfer of promised goods or  services to customers  in an
amount that reflects the consideration  to  which the  entity expects  to  be  entitled in exchange for those
goods or services. The guidance provides  a  five-step process to achieve that core principle. In  August
2015, the FASB issued ASU No. 2015-14,  Revenue from  Contracts with Customers (Topic 606):  Deferral
of the Effective Date, which deferred the  effective date  of  ASU  2014-09 to  annual reporting periods
beginning after December 15, 2017, including interim periods  within that reporting  period. In 2016,  the
FASB issued the following amendments to ASC 606:  ASU No. 2016-08, Revenue from Contracts with
Customers (Topic 606): Principal versus  Agent  Considerations (Reporting Revenue Gross  versus Net), which
clarifies the implementation guidance  on  principal versus  agent considerations;  ASU No. 2016-10,
Revenue from Contracts with Customers  (Topic 606): Identifying Performance Obligations  and Licensing,
which  clarifies guidance on identification  of performance  obligations and licensing implementation;
ASU No. 2016-12,  Compensation—Revenue  from  Contracts with Customers (Topic  606): Narrow-Scope
Improvements and Practical Expedients, which provides clarifying  guidance on  assessing collectibility,
presentation of sales taxes, noncash consideration, contract modifications  and  completed contracts; and
ASU No. 2016-20,  Technical Corrections and Improvements  to Topic 606, Revenue  from  Contracts  with
Customers, which clarifies narrow aspects  of ASC 606  or corrects  unintended application of the
guidance. The standard may be applied retrospectively to each  prior period presented (full retrospective
method) or retrospectively with the cumulative  effect recognized as of the  date of initial application
(modified retrospective method). Under the new standard, we expect the timing of revenue recognition
from sales to distributors to be accelerated. We will  recognize revenue at the time  of  sale to the
distributor, net of the impact of estimated price adjustments and  rights  of  return.  As a  result, revenue
recognition is expected to be more directly impacted by shipments to distributors. We will adopt this
standard using the modified retrospective  method. Under this method, incremental  disclosures will be
provided to present each financial statement  line item for fiscal 2018 under the prior  standard. We  are
substantially complete with our evaluation  of the effect that the adoption will have on  our  financial
statements. In connection with our adoption of ASC 606, we expect to record a cumulative-effect
adjustment to retained earnings of $26.2 million  on December 31, 2017.  This  adjustment reflects the
acceleration of $49.1 million in revenues  and $19.7 million in costs of revenues as  well as other  items.

47

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. A 100  basis point decline in yield on  our  investment
portfolio holdings as of December 30,  2017 would decrease  our future  annual interest income by
approximately $7.1 million. Our investment  portfolio  holdings  as of December 31,  2016 yielded  less
than 100 basis points. A decline in yield to zero basis points on our investment portfolio holdings as  of
December 31, 2016 would have decreased our  future annual interest income by approximately
$1.9 million. The increase in annual interest  income  in fiscal 2017 compared to fiscal 2016 was
primarily due to increased expected interest income earned  as a result  of higher market interest rates
and higher cash, cash equivalents and  short-term investments balances. 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 Facility. The interest  rate on the Credit Facility consists of a  variable-rate of  interest
and an applicable margin. While we have  drawn from the Credit Facility in the past,  we have  no
borrowings as of December 30, 2017.  If we borrow from the Credit Facility in the future,  we will again
be exposed to interest rate fluctuations.

Foreign currency exchange rate risk

We  are exposed to foreign currency exchange  rate  risk primarily through  assets and liabilities of

our  subsidiaries denominated in currencies  other  than  the U.S. dollar. Our  foreign subsidiaries are
considered to be extensions of the U.S.  parent. 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 recorded in interest income  and other, net in the  Consolidated
Statements of Income. We use foreign  currency forward contracts to manage exposure to foreign
exchange risk. Gains and losses on foreign currency forward contracts are recognized in earnings  in the
same period as the remeasurement loss  and gain  of the related  foreign currency denominated  asset or
liability.

Investments in Auction-rate Securities

As of December 30, 2017, we held $6.0 million par  value auction-rate  securities, all of which have
experienced failed auctions because sell orders exceeded  buy orders. 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.

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.

48

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 30, 2017 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 30,  2017 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 30, 2017. 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 (2013 framework). Based on  our assessment we concluded that, as of December  30, 2017,
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.

49

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

The 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.

50

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 30, 2017 and December 31, 2016 . . . . . . . . . . . . . . . .

Consolidated Statements of Income for  the fiscal years ended  December  30,  2017, December 31,
2016 and January 2, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Page

F-1

F-2

F-3

F-4

Consolidated Statements of Comprehensive Income for  the fiscal years ended December 30,

2017, December 31, 2016 and January  2, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-5

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

December 30, 2017, December 31, 2016 and January  2, 2016 . . . . . . . . . . . . . . . . . . . . . . . . .

F-6

Consolidated Statements of Cash Flows  for  the fiscal years ended December 30, 2017,

December 31, 2016 and January 2, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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.

51

(b) Exhibits

Exhibit
Number

2.1* Agreement and Plan of Merger, dated December 7,  2017, by  and among  Silicon

Laboratories Inc., Seguin Merger Subsidiary,  Inc. and Sigma Designs, Inc. (filed as
Exhibit 2.1 to the Form 8-K filed on December  8, 2017)

2.2*

Sale and Purchase Agreement  dated January 30, 2015, by  and between  Silicon Laboratories
International Pte.  Ltd. and the holders of shares, options and capital loans in Bluegiga
Technologies Oy (filed as Exhibit 2.1 to the Form 8-K filed on  February 4, 2015).

2.3* Agreement dated November 20, 2015, by  and between  the shareholders of  Telegesis (UK)

Limited and Silicon Laboratories UK Limited (filed as Exhibit 2.1 to the Form  8-K filed
on November 23, 2015).

3.1* Form of Fourth Amended and Restated  Certificate  of Incorporation of Silicon

Laboratories Inc. (filed as Exhibit 3.1 to the Registration Statement  on Form S-1
(Securities and Exchange Commission File  No. 333-94853) (the ‘‘IPO Registration
Statement’’)).

3.2* Fourth Amended and Restated Bylaws  of  Silicon  Laboratories  Inc. (filed as  Exhibit  3.2 to

the Form 8-K filed on January 27, 2017).

4.1*

4.2*

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

Indenture between Silicon Laboratories Inc. and  Wilmington Trust, National Association,
as trustee, dated March 6, 2017 (filed as  Exhibit 4.1  to  the Form 8-K filed on  March 6,
2017).

4.3* Form of 1.375% Convertible Senior Note due  2022 (filed  as Exhibit 4.2 to the Form 8-K

filed on March 6, 2017).

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* 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).

10.3* First Amendment to Credit Agreement, dated  July 24, 2015,  by and among Silicon

Laboratories Inc., the subsidiaries of the borrower identified therein, Wells  Fargo Bank,
National Association, Citibank, N.A., Regions Bank,  Bank of America, N.A. and  the
lenders party thereto (filed as Exhibit  10.1 to the Form  8-K  filed on July 29, 2015).

10.4*

10.5*

Second Amendment to Credit Agreement,  dated February  27, 2017,  by  and among Silicon
Laboratories Inc., the subsidiaries of the borrower identified therein, Wells  Fargo Bank,
National Association and the lenders party  thereto (filed  as Exhibit 10.1 to the  Form 8-K
filed on February 27, 2017).

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).

52

Exhibit
Number

10.6*+ Silicon Laboratories Inc. 2009 Stock Incentive Plan,  as amended  and restated  on April  20,

2017 (filed as Exhibit 10.1 to the Form 10-Q filed on  July  26, 2017).

10.7*+ Silicon Laboratories Inc. 2009 Employee  Stock  Purchase  Plan,  as amended  and restated  on

April 20, 2017 (filed as Exhibit 10.2 to  the Form 10-Q  filed on July 26, 2017).

10.8*+ Form of Restricted Stock Units Grant Notice and  Global Restricted Stock Units Award

Agreement under Registrant’s 2009 Stock Incentive  Plan, as  amended and restated (filed
as Exhibit 10.7 to the Form 10-K filed on February 1, 2017).

10.9*+ Form of Market Stock Units Grant  Notice  and Global  Market Stock Units Award

Agreement under Registrant’s 2009 Stock Incentive  Plan, as  amended and restated (filed
as Exhibit 10.8 to the Form 10-K filed on February 1, 2017).

10.10*+ Form of Stock Option Grant Notice and Global Stock Option  Award Agreement under

Registrant’s 2009 Stock Incentive Plan, as amended and restated  (filed as  Exhibit  10.9 to
the Form 10-K filed on February 1, 2017).

10.11*+ Form of Performance Stock Units  Grant Notice and Global PSU Award Agreement under
Registrant’s 2009 Stock Incentive Plan, as amended and restated  (filed as  Exhibit  10.10 to
the Form 10-K filed on February 1, 2017).

10.12*+ Silicon Laboratories Inc. Form  of Change in Control Agreement (filed as Exhibit 10.1 to

the Form 8-K filed on October 25, 2016).

10.13* Purchase Agreement between Silicon Laboratories Inc. and Goldman,  Sachs & Co. and

Wells Fargo Securities, LLC, as representatives of  the several initial  purchasers  named
therein, dated February 28, 2017 (filed as Exhibit 10.1 to the Form 8-K filed on March 6,
2017).

10.14*+ Silicon Laboratories Inc. 2018 Bonus Plan  (filed as  Exhibit 10.1 to the  Form 8-K filed on

January 25, 2018).

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

53

Exhibit
Number

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

*

Incorporated herein by reference to the indicated filing.

+ Management contract or compensatory  plan or  arrangement

Item 16. Form 10-K Summary

None.

54

SILICON LABORATORIES INC.
VALUATION AND QUALIFYING ACCOUNTS

SCHEDULE II

Valuation Allowance for Deferred Tax Assets

Balance at
Beginning of
Period

Additions
Charged to
Expenses

Year ended December 30, 2017 . . . . . . . . . .
Year ended December 31, 2016 . . . . . . . . . .
Year ended January 2, 2016 . . . . . . . . . . . . .

$12,361
$10,264
$ 3,455

$2,110
$2,715
$6,895

Additions
Charged to
Other
Accounts

(in thousands)
$1,732
$ —
$ —

Deductions

Balance
at  End of
Period

$(9,685)
$ (618)
(86)
$

$ 6,518
$12,361
$10,264

55

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, 2018.

SIGNATURES

SILICON LABORATORIES INC.

By:

/s/ G. TYSON TUTTLE

G. Tyson Tuttle
President and 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

Chairman of the Board

January 31, 2018

/s/ G. TYSON TUTTLE

G. Tyson Tuttle

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

January 31, 2018

/s/ JOHN C. HOLLISTER

John C. Hollister

/s/ WILLIAM G. BOCK

William G. Bock

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

January 31, 2018

Director

January 31, 2018

56

Name

Title

Date

/s/ JACK R. LAZAR

Jack R. Lazar

/s/ GREGG LOWE

Gregg Lowe

/s/ NINA RICHARDSON

Nina Richardson

/s/ SUMIT SADANA

Sumit Sadana

/s/ WILLIAM P. WOOD

William P. Wood

Director

Director

Director

Director

Director

January 31, 2018

January 31, 2018

January 31, 2018

January 31, 2018

January 31, 2018

57

(This page has been left blank intentionally.)

Report of Independent Registered Public  Accounting Firm

The Board of Directors and Stockholders  of Silicon Laboratories Inc.
Opinion on Internal Control over Financial  Reporting

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

December 30, 2017, based on criteria established in Internal Control—Integrated Framework issued by
the Committee of Sponsoring Organizations  of the Treadway Commission  (2013  framework) (the
COSO criteria). In our opinion, Silicon Laboratories Inc. (the Company)  maintained,  in all material
respects, effective internal control over  financial reporting as  of December 30, 2017, based  on the
COSO criteria.

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

Oversight Board (United States) (PCAOB), the  consolidated balance  sheets  of  Silicon Laboratories Inc.
as of  December 30, 2017 and December  31, 2016, and  the related consolidated statements of income,
comprehensive income, stockholders’ equity  and  cash flows for each of the three years in  the period
ended December 30, 2017 of the Company and our report  dated January 31, 2018  expressed  an
unqualified opinion thereon.

Basis for Opinion

The Company’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 are a public accounting firm registered with  the PCAOB and  are required  to  be
independent with respect to the Company in accordance  with the  U.S. federal securities  laws  and the
applicable rules and regulations of the Securities and Exchange  Commission and  the PCAOB.

We  conducted our audit in accordance with the standards of  the PCAOB. 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.

Definition and Limitations of Internal  Control Over Financial Reporting

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.

Austin,  Texas
January 31, 2018

/s/ Ernst & Young LLP

F-1

Report of Independent Registered Public  Accounting Firm

The Board of Directors and Stockholders  of Silicon Laboratories Inc.

Opinion on the Financial Statements

We  have audited the accompanying consolidated balance sheets of Silicon  Laboratories  Inc. (the
Company) as of December 30, 2017 and December 31, 2016, and the related consolidated statements of
income, comprehensive income, changes  in stockholders’ equity  and cash flows for  each  of the three
years in the period ended December  30, 2017, and the related notes and financial statement schedule
listed in the Index at Item 15(a) (collectively  referred to as the ‘‘financial statements’’). In our  opinion,
the financial statements referred to above  present  fairly,  in all material respects,  the consolidated
financial position of the Company at  December 30, 2017  and December 31,  2016, and the consolidated
results of its operations and its cash flows for  each  of the three years in the period ended
December 30, 2017, in conformity with  U.S.  generally accepted accounting  principles.

We  also have audited, in accordance  with the standards of  the Public Company Accounting
Oversight Board (United States) (PCAOB), the  Company’s internal  control over financial reporting as
of December 30, 2017, based on criteria established in Internal  Control-Integrated Framework issued
by the Committee  of Sponsoring Organizations of the Treadway Commission (2013 framework)  and our
report dated January 31, 2018 expressed  an unqualified opinion thereon.

Adoption of ASU No. 2016-09

As discussed in Note 2 to the consolidated financial statements, in  2017 the Company  changed its

method of accounting for share-based payment transactions, including  the income tax  consequences,
classification of awards as either equity or liabilities  and  classification  on the  statement  of  cash flows
due to the adoption of ASU No. 2016-09, Compensation—Stock Compensation (Topic  718):
Improvements to Employee Share-Based  Payment Accounting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our  responsibility

is to express an opinion on the Company’s financial  statements based on  our audits. We are a  public
accounting firm registered with the PCAOB and are  required to be independent with respect to the
Company in accordance with the U.S.  federal securities  laws and the applicable  rules and  regulations of
the Securities and Exchange Commission and the  PCAOB.

We  conducted our audits in accordance with the standards  of  the PCAOB. Those standards require

that we plan and perform the audit to  obtain reasonable assurance  about whether  the financial
statements are free of material misstatement,  whether due to error or fraud. Our  audits included
performing procedures to assess the risks of material misstatement  of  the financial statements, whether
due to error or fraud, and performing procedures that  respond to those  risks. Such  procedures  included
examining, on a test basis, evidence regarding the  amounts and  disclosures  in the financial statements.
Our audits also included evaluating the  accounting principles used and significant estimates made  by
management, as well as evaluating the  overall  presentation of the financial statements. We believe  that
our  audits provide  a reasonable basis  for  our  opinion.

We  have served as the Company’s auditor since  1996.
Austin,  Texas
January 31, 2018

/s/ Ernst & Young LLP

F-2

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

December 30,
2017

December 31,
2016

Current assets:

Assets

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . .

$ 269,366
494,657
71,367
73,132
39,120

$ 141,106
153,961
74,401
59,578
61,805

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill
Other intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

947,642
127,682
288,227
83,144
88,387

490,851
129,559
276,130
103,565
81,739

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

$1,535,082

$1,081,844

Current liabilities:

Liabilities and Stockholders’ Equity

Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income on shipments to distributors . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Convertible 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock—$0.0001 par value; 250,000 shares  authorized; 42,707  and

41,889 shares issued and outstanding  at  December  30, 2017 and
December 31, 2016, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income (loss) . . . . . . . . . . . . . . . . . . .

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

38,851
50,115
73,359

162,325
—
341,879
77,862

582,066

$

39,577
45,568
54,550

139,695
72,500
—
42,691

254,886

—

—

4
102,862
851,307
(1,157)

953,016

4
24,463
801,999
492

826,958

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

$1,535,082

$1,081,844

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 30,
2017

December 31,
2016

January 2,
2016

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

$768,867
314,676

$697,626
276,122

$644,826
264,056

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

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

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

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

Interest income and other, net . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

454,191

421,504

380,770

209,491
159,726

369,217

84,974

6,057
(14,128)

76,903
29,811

199,744
155,483

355,227

66,277

806
(2,587)

64,496
3,002

188,050
160,486

348,536

32,234

857
(2,828)

30,263
677

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

$ 47,092

$ 61,494

$ 29,586

Earnings per share:

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

$
$

1.11
1.09

$
$

1.47
1.45

$
$

0.70
0.69

Weighted-average common shares outstanding:

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

42,446
43,332

41,713
42,376

42,309
42,945

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 30,
2017

December 31,
2016

January 2,
2016

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

$47,092

$61,494

$29,586

Other comprehensive income (loss),  before  tax:
Net changes to available-for-sale securities:

Unrealized losses arising during the period . . . . . . . . . . . . .

(729)

(179)

(415)

Net changes to cash flow hedges:

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

Other comprehensive income (loss),  before  tax . . . . . . . . . . . . . .

Provision (benefit) for income taxes . . . . . . . . . . . . . . . . . . . . . .

—
(1,808)

(2,537)

(888)

Other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . .

(1,649)

1,466
249

1,536

537

999

(728)
489

(654)

(229)

(425)

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

$45,443

$62,493

$29,161

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)

Common Stock

Number
of Shares

Par
Value

Additional
Paid-In
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Total
Stockholders’
Equity

Balance as of January 3, 2015 . . . .

42,225

$ 4

$ 29,501

$728,633

$

(82)

$758,056

29,586

—

29,586

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

(loss) . . . . . . . . . . . . . . . . . . .

Stock issuances, net of shares

—

—

withheld for taxes . . . . . . . . . .

1,152

—

—

—

—

—

3,128

—

—

Income tax benefit (shortfall)

from stock-based awards . . . . .
Repurchases of common stock . .
Stock-based compensation . . . . .

—

—
(1,650) —
—

—

(613)
(60,978)
42,830

—
(10,470)
—

Balance as of January 2, 2016 . . . .

41,727

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

(loss) . . . . . . . . . . . . . . . . . . .

Stock issuances, net of shares

—

—

withheld for taxes . . . . . . . . . .

1,055

4

—

—

—

Income tax benefit (shortfall)

from stock-based awards . . . . .
Repurchases of common stock . .
Stock-based compensation . . . . .

—

—
(893) —
—

—

—

—

6,346

(2,061)
(33,299)
39,609

61,494

—

—

—
(7,244)
—

Balance as of December 31, 2016 . .

41,889

4

24,463

801,999

Cumulative effect  of adoption of
accounting standard . . . . . . . .
Net income . . . . . . . . . . . . . . . .
Other comprehensive income

(loss) . . . . . . . . . . . . . . . . . . .

Stock issuances, net of shares

withheld for taxes . . . . . . . . . .
Stock-based compensation . . . . .
Convertible debt issuance . . . . . .

—
—

—

818
—
—

—
—

—

—
—
—

—
—

—

(3,938)
44,809
37,528

2,216
47,092

—

—
—
—

(425)

(425)

—

—
—
—

3,128

(613)
(71,448)
42,830

—

999

—

—
—
—

492

—
—

61,494

999

6,346

(2,061)
(40,543)
39,609

826,958

2,216
47,092

(1,649)

(1,649)

—
—
—

(3,938)
44,809
37,528

13,868

747,749

(507)

761,114

Balance as of December 30, 2017 . .

42,707

$ 4

$102,862

$851,307

$(1,157)

$953,016

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

F-6

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

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

activities:
Depreciation of property and equipment . . . . . . . . . . . . . . . . . . . . .
Amortization of other intangible assets and other assets . . . . . . . . . .
Amortization of debt discount and debt issuance  costs . . . . . . . . . . .
Stock-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax shortfall from stock-based awards . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in operating assets and liabilities:

Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . .
Other current liabilities  and  income taxes
Deferred income on shipments to distributors . . . . . . . . . . . . . . . .
Other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year Ended

December 30,
2017

December 31,
2016

January  2,
2016

$ 47,092

$ 61,494

$ 29,586

14,766
27,246
10,146
44,752
—
(26,452)

3,234
(13,416)
25,266
(468)
61,924
4,453
(9,022)

13,216
27,715
—
39,628
(1,671)
(4,087)

46
(6,093)
(3,568)
263
2,879
9,713
(10,625)

12,517
29,131
—
42,791
(2,028)
(2,136)

1,702
2,093
(870)
6,662
2,458
(5,298)
(11,161)

Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . .

189,521

128,910

105,447

Investing Activities
Purchases of available-for-sale investments . . . . . . . . . . . . . . . . . . . . .
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 long-term debt, net
. . . . . . . . . . . . . . . . . .
Payments on debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchases of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payment of taxes withheld for vested stock awards . . . . . . . . . . . . . . . .
Proceeds from the issuance of common stock . . . . . . . . . . . . . . . . . . .
Payment of acquisition-related contingent  consideration . . . . . . . . . . . .

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

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

(636,363)
294,452
(12,252)
(4,960)
(15,168)

(374,291)

389,468
(72,500)
—
(15,753)
11,815
—

313,030

128,260
141,106

(185,231)
161,921
(10,927)
(8,801)
(6,546)

(107,366)
171,831
(11,268)
(6,399)
(96,112)

(49,584)

(49,314)

—
(5,000)
(40,543)
(10,561)
13,299
(9,500)

(52,305)

27,021
114,085

81,238
(94,706)
(71,448)
(11,372)
16,998
(4,464)

(83,754)

(27,621)
141,706

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

$ 269,366

$ 141,106

$ 114,085

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

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

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

$

$

$

3,859

8,929

$

2,222

$ 11,185

—

$

4,181

$

$

$

2,470

2,157

—

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

F-7

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017

1. Description of Business

Silicon Laboratories Inc. (the ‘‘Company’’), a Delaware corporation, is a leading provider of
silicon, software and solutions for a smarter, more connected world. Our award-winning technologies
are shaping the future of the Internet of  Things (IoT),  Internet infrastructure, industrial automation,
consumer and automotive markets. Within the semiconductor industry, the Company is known as a
‘‘fabless’’ company meaning that the  integrated  circuits (ICs) incorporated in  its products 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  2017,  2016 and  2015 had 52 weeks and ended on
December 30, 2017, December 31, 2016 and January 2, 2016, 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
interest income and other, 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 hierarchical 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 30, 2017 (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, certificates of deposit, 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  income (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  interest  income and other, 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 income (loss).

In addition, the Company has made equity  investments in non-publicly traded companies that it

accounts for using the equity method or cost method.  Equity investments in which the Company does
not have control, but has the ability to exercise significant influence over  operating and financial
policies, are accounted for using the equity method.  The Company’s proportionate share of income or
loss is recorded in interest income and  other, net  in  the Consolidated Statement  of Income. All other
non-marketable equity investments are accounted for  using the cost method. The Company periodically
reviews these investments for other-than-temporary  declines in  fair value  based on the specific
identification method and writes down investments to their fair  values when it determines that an

F-9

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

2. Significant Accounting Policies (Continued)

other-than-temporary decline has occurred.  There were  no impairment charges recognized on  equity
investments during any of the periods  presented.

Derivative Financial Instruments

The Company uses derivative financial instruments  to  manage certain exposures to the variability

of interest rates and foreign currency  exchange rates. The  Company’s objective is to offset increases
and decreases in expenses resulting from  these  exposures with  gains and losses on the derivative
contracts, thereby reducing volatility of  earnings. The Company does not  use derivative contracts for
speculative or trading purposes. The  Company  recognizes derivatives,  on a gross basis, in the
Consolidated Balance Sheet at fair value.  Cash  flows from derivatives are classified  according to the
nature of the cash receipt or payment  in the Consolidated Statement of Cash Flows.

The Company uses interest rate swap  agreements to manage  exposure to interest rate risks. The
swap agreements are designated and  qualify as cash flow hedges. The effective portion of the gain or
loss on the interest rate swaps is recorded  in accumulated other comprehensive  income  (loss)  as a
separate component of stockholders’ equity  and is subsequently  recognized  as interest expense in the
Consolidated Statement of Income when the  hedged exposure affects earnings.

The Company uses foreign currency forward contracts to manage exposure to foreign exchange
risk. These instruments are used to reduce the earnings impact  that exchange rate fluctuations  have on
non-U.S.  dollar balance sheet exposures. The Company recognizes gains and losses on the  foreign
currency forward contracts in interest  income  and  other,  net in the Consolidated Statement of Income
in the same period as the remeasurement  loss and gain of the related foreign currency denominated
asset or liability. The Company does not  apply  hedge accounting to its foreign currency derivative
instruments.

Inventories

Inventories are stated at the lower of  cost, determined using the  first-in, first-out method, or net
realizable value. 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 lease term or their useful  life, whichever is
shorter.

The Company owns 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

F-10

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

2. Significant Accounting Policies (Continued)

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 one 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.

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 predominately  by sales  of the  Company’s products. 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,

F-11

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

2. Significant Accounting Policies (Continued)

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.

A small portion of the Company’s revenues is derived from the sale of patents. The  above revenue
recognition criteria for patent sales are generally met upon the execution  of the patent sale agreement.

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 12,

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.

Advertising

Advertising costs are expensed as incurred. Advertising expenses were $1.4 million, $1.6 million

and $1.8 million in fiscal 2017, 2016 and  2015, 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 the 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.

F-12

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

2. Significant Accounting Policies (Continued)

Uncertain tax positions must meet a  more-likely-than-not threshold to be recognized in the

financial statements and the tax benefits  recognized are measured based on the largest benefit that has
a greater than 50% likelihood of being  realized  upon final settlement. See Note 16, Income Taxes,  for
additional information.

Recent Accounting Pronouncements

In August 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards
Update (ASU) No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting
for Hedging Activities. The objectives  of this ASU are to improve  the financial reporting of hedging
relationships to better portray the economic results of an entity’s risk management activities in its
financial statements and to make certain targeted improvements to simplify the application of the
hedge accounting guidance in current  GAAP.  This ASU is  effective for fiscal years beginning after
December 15, 2018 and interim periods  within those fiscal years. The Company is currently evaluating
the effect of the adoption of this ASU, but anticipates that the adoption will not have a material
impact on its financial statements.

In January 2017, the FASB issued ASU  No. 2017-03, Accounting Changes and Error Corrections

(Topic 250) and Investments—Equity  Method and Joint  Ventures  (Topic 323). This ASU amends the
disclosure requirements for ASU No.  2014-09, Revenue from Contracts with Customers  (Topic 606),
ASU No. 2016-02,  Leases (Topic 842)  and  ASU  No. 2016-13, Financial Instruments—Credit Losses
(Topic 326): Measurement of Credit Losses on  Financial Instruments. This ASU states that if a registrant
does not know or cannot reasonably estimate the  impact that the  adoption  of the above  ASUs is
expected to have on the financial statements, then  in addition to making a statement to that effect, the
registrant should consider additional qualitative financial  statement disclosures  to  assist  the reader in
assessing the significance of the impact that the  standard will  have on the  financial  statements  of the
registrant when adopted. This ASU was  effective upon  issuance. The Company  adopted  this ASU and
added qualitative financial statement  disclosures as deemed necessary.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic  350):
Simplifying the Test for Goodwill Impairment. This  ASU eliminates Step 2  from the goodwill impairment
test. Instead, an entity should recognize  an impairment charge for the  amount  by  which the carrying
value exceeds the reporting unit’s fair  value, not to exceed the total amount of goodwill allocated to
that reporting unit. This ASU is effective  for annual or any interim  goodwill  impairment tests  in fiscal
years beginning after December 15, 2019. The Company  is  currently evaluating  the effect of the
adoption of this ASU, but anticipates  that the adoption will not  have a material impact on its  financial
statements.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805):  Clarifying
the Definition of a Business. This ASU  clarifies the definition of a business with the  objective of  adding
guidance to assist entities with evaluating whether  transactions should  be  accounted  for as  acquisitions
(or disposals) of assets or businesses. This  ASU is effective for annual periods beginning after
December 15, 2017, including interim  periods within those periods.  The impact of the adoption  of  this
ASU on the Company’s financial statements will be dependent upon  the terms of  any future
acquisitions or dispositions.

F-13

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

2. Significant Accounting Policies (Continued)

In August 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers

of Assets Other Than Inventory. This ASU requires the recognition of  the income  tax consequences  of
an intra-entity transfer of an asset other  than inventory when the transfer occurs. The amendments  in
this  ASU should be applied on a modified retrospective  basis through  a  cumulative-effect adjustment
directly to retained earnings as of the  beginning of the  period of adoption.  The  Company early adopted
this  ASU on January 1, 2017. The adoption did not have a material impact on its  financial  statements.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230):

Classification of Certain Cash Receipts  and  Cash Payments. This ASU provides guidance on statement  of
cash flows presentation for eight specific cash  flow  issues where diversity  in practice exists.  This ASU is
effective for fiscal years beginning after December 15,  2017, and interim periods within  those fiscal
years. The Company expects that the adoption will not have a material impact on its  financial
statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic326):

Measurement of Credit Losses on Financial Instruments. This ASU requires instruments measured at
amortized cost to be presented at the  net amount expected  to  be  collected.  Entities are  also required to
record allowances for available-for-sale  debt securities rather than reduce the  carrying amount. This
ASU is effective for fiscal years beginning  after  December 15, 2019,  including interim  periods  within
those fiscal years. The Company expects  that the  adoption will not have  a material impact on  its
financial statements.

In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation

(Topic 718): Improvements to Employee Share-Based Payment Accounting. This ASU simplifies several
aspects of the accounting for share-based payment transactions,  including  the income tax  consequences,
classification of awards as either equity or liabilities and classification  on the  statement  of  cash flows.
The Company adopted this ASU on January  1, 2017. Amendments related  to  the classification of
excess tax benefits on the statement of  cash flows were applied prospectively.  Prior  periods  have not
been adjusted. In connection with its  adoption of  ASU 2016-09, the Company  has recorded excess tax
benefits of $4.3 million during fiscal 2017.  The adoption had no other material impact on  the
Company’s financial statements.

In February 2016, the FASB issued ASU No.  2016-02, Leases (Topic 842). The core principle of
Topic 842 is that a lessee should recognize the  assets and liabilities that arise from leases. For operating
leases, a lessee is required to recognize  a  right-of-use asset and a lease  liability,  initially measured at
the present value of the lease payments,  in the statement of  financial position. This  ASU is effective for
fiscal years beginning after December  15, 2018, including interim periods  within those fiscal years. The
Company is evaluating the effect that  the  adoption of this ASU  will have on  its  financial statements.
The Company currently expects that most of its operating  lease commitments will be subject to the  new
standard and recognized as right-of-use  assets  and operating lease  liabilities upon  the adoption of
ASU 2016-02, which will increase the  total  assets and total  liabilities  that it  reports relative  to  such
amounts prior to adoption.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments—Overall

(Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This ASU
addresses certain aspects of recognition,  measurement, presentation and disclosure of  financial
instruments. This ASU is effective for  fiscal  years  beginning after December 15, 2017, including interim

F-14

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

2. Significant Accounting Policies (Continued)

periods within those fiscal years. The Company  expects  that the  adoption will  not  have a material
impact on its financial statements.

In May 2014, the FASB issued ASU  No.  2014-09, Revenue from Contracts with Customers
(Topic 606), which supersedes the revenue  recognition  requirements in Accounting Standards
Codification (ASC) 605, Revenue Recognition. The core principle of ASU  2014-09 is that an  entity
should recognize revenue to depict the  transfer  of  promised  goods or services  to  customers in an
amount that reflects the consideration  to  which the entity expects to be entitled in exchange for  those
goods or services. The guidance provides  a five-step  process to achieve that core principle.  In August
2015, the FASB issued ASU No. 2015-14,  Revenue  from Contracts with Customers (Topic 606): Deferral
of the Effective Date, which deferred the  effective date of ASU 2014-09 to annual reporting periods
beginning after December 15, 2017, including interim periods within that reporting period. In 2016, the
FASB issued the following amendments to ASC 606: ASU No. 2016-08, Revenue from Contracts with
Customers (Topic 606): Principal versus  Agent  Considerations (Reporting Revenue Gross  versus Net), which
clarifies the implementation guidance  on  principal versus  agent considerations;  ASU No. 2016-10,
Revenue from Contracts with Customers  (Topic 606): Identifying Performance Obligations  and Licensing,
which  clarifies guidance on identification  of performance  obligations and licensing implementation;
ASU No. 2016-12,  Compensation—Revenue  from  Contracts with Customers (Topic  606): Narrow-Scope
Improvements and Practical Expedients, which provides clarifying  guidance on  assessing collectibility,
presentation of sales taxes, noncash consideration, contract modifications  and  completed contracts; and
ASU No. 2016-20,  Technical Corrections and Improvements  to Topic 606, Revenue  from  Contracts  with
Customers, which clarifies narrow aspects  of ASC 606  or corrects  unintended application of the
guidance. The standard may be applied retrospectively to each  prior period presented (full retrospective
method) or retrospectively with the cumulative  effect recognized as of the  date of initial application
(modified retrospective method). Under the new standard, the  Company  expects the timing of  revenue
recognition from sales to distributors  to  be  accelerated. The Company will recognize revenue at  the
time of sale to the distributor, net of the impact of  estimated  price adjustments and rights of  return.  As
a result, revenue recognition is expected to be more directly impacted by shipments to distributors. The
Company will adopt this standard using the modified retrospective  method. Under this method,
incremental disclosures will be provided to present  each financial statement line  item for fiscal 2018
under the prior standard. The Company is substantially complete  with its evaluation of the  effect that
the adoption will have on its financial  statements. In connection with its  adoption of ASC 606,  the
Company expects to record a cumulative-effect  adjustment to retained earnings of $26.2  million  on
December 31, 2017. This adjustment  reflects the  acceleration of $49.1  million in  revenues and
$19.7 million in costs of revenues as  well  as other items.

F-15

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (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 30,
2017

December 31,
2016

January 2,
2016

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

$47,092

$61,494

$29,586

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

42,446

41,713

42,309

Effect of dilutive securities:

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

886

663

636

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

43,332

42,376

42,945

Earnings per share:

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

$ 1.11
$ 1.09

$
$

1.47
1.45

$
$

0.70
0.69

For fiscal years ended December 30,  2017,  December 31,  2016 and  January 2,  2016, approximately
0.0 million, 0.1 million and 0.1 million  shares,  respectively, consisting of restricted  stock  units (RSUs),
market stock units (MSUs) and stock options, were not included  in the diluted earnings  per  share
calculation since the shares were anti-dilutive.

The Company intends to settle the principal  amount  of its  convertible senior notes in cash and  any
excess value in shares in the event of a conversion. Accordingly, shares  issuable upon conversion of the
principal amount have been excluded from the calculation of diluted earnings per share. If the market
value of the notes under certain prescribed  conditions exceeds the conversion amount, the excess  will
be included in the denominator for the  computation of diluted  earnings per share using the treasury
stock method. As of December 30, 2017,  no such  shares were included in the  denominator for  the
calculation of diluted earnings per share.  See Note 10, Debt, to the Consolidated Financial Statements
for additional information.

F-16

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

4. 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.

Fair Value Measurements
at December 30, 2017 Using

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

Significant Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Total

Description

Assets:
Cash equivalents:

Money market funds . . . . . . . . . . . . . . . .
Corporate debt securities . . . . . . . . . . . . .
Government debt securities . . . . . . . . . . .

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

Short-term investments:

Government debt securities . . . . . . . . . . .
Corporate debt securities . . . . . . . . . . . . .

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

Other assets, net:

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

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

$106,047
—
53,615

$159,662

$ 94,575
—

$ 94,575

$

$

—

—

$

—
11,231
1,453

$ 12,684

$228,247
171,835

$400,082

$

$

—

—

$ —
—
—

$ —

$ —
—

$ —

$5,681

$5,681

$106,047
11,231
55,068

$172,346

$322,822
171,835

$494,657

$

$

5,681

5,681

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

$254,237

$412,766

$5,681

$672,684

F-17

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

4. Fair Value of Financial Instruments  (Continued)

Fair Value Measurements
at December 31, 2016 Using

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

Significant Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Total

Description

Assets:
Cash equivalents:

Money market funds . . . . . . . . . . . . . . . .
Corporate debt securities . . . . . . . . . . . . .
Government debt securities . . . . . . . . . . .

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

Short-term investments:

Government debt securities . . . . . . . . . . .
Corporate debt securities . . . . . . . . . . . . .

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

Other assets, net:

Auction rate securities . . . . . . . . . . . . . . .
Derivative instruments . . . . . . . . . . . . . . .

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

$69,432
—
—

$69,432

$12,416
—

$12,416

$ —
—

$ —

$

—
7,153
3,904

$ 11,057

$ 97,103
44,442

$141,545

$

$

—
1,808

1,808

$ —
—
—

$ —

$ —
—

$ —

$5,196
—

$5,196

$ 69,432
7,153
3,904

$ 80,489

$109,519
44,442

$153,961

$

$

5,196
1,808

7,004

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

$81,848

$154,410

$5,196

$241,454

Valuation methodology

The Company’s cash equivalents and short-term investments that are 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  discounted cash flow  models.  The
assumptions used in preparing the valuation  models  include quoted interest  swap rates, foreign
exchange rates, forward and spot prices  for currencies, and market observable  data  of  similar
instruments.

Available-for-sale investments

The Company’s investments are reported at  fair value, with unrealized gains and losses, net of  tax,

recorded  as a component of accumulated  other  comprehensive  income (loss)  in the Consolidated

F-18

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

4. Fair Value of Financial Instruments  (Continued)

Balance Sheet. The following summarizes the contractual underlying maturities of  the Company’s
available-for-sale investments at December 30, 2017 (in thousands):

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

$393,600
198,981
81,884

$393,201
197,922
81,561

Cost

Fair Value

$674,465

$672,684

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  30, 2017

Fair
Value

Government debt securities . . . . . . .
Corporate debt securities . . . . . . . . .
Auction rate securities . . . . . . . . . . .

$244,880
151,149
—

Gross
Unrealized
Losses

$ (931)
(447)
—

Fair
Value

$ 3,027
11,578
5,681

Gross
Unrealized
Losses

Fair
Value

$ (15)
(73)
(319)

$247,907
162,727
5,681

Gross
Unrealized
Losses

$ (946)
(520)
(319)

$396,029

$(1,378)

$20,286

$(407)

$416,315

$(1,785)

Less Than 12 Months

12 Months  or  Greater

Total

As of December  31, 2016

Fair
Value

Gross
Unrealized
Losses

Fair
Value

Gross
Unrealized
Losses

Fair
Value

Government debt securities . . . . . . . .
. . . . . . . . .
Corporate debt securities
Auction rate securities . . . . . . . . . . . .

$ 79,743
21,737
—

$(156)
(132)
—

$ — $ — $ 79,743
21,737
—
5,196
(804)

—
5,196

Gross
Unrealized
Losses

$ (156)
(132)
(804)

$101,480

$(288)

$5,196

$(804)

$106,676

$(1,092)

The gross unrealized losses as of December  30, 2017  and December 31, 2016 were due primarily to

changes in market  interest rates and the  illiquidity of the Company’s auction-rate securities. The
Company’s auction-rate securities have  been  illiquid since 2008 when auctions for the securities failed
because sell orders exceeded buy orders.  These securities have  a contractual maturity date of 2046 at
December 30, 2017. The Company is  unable to predict if these funds  will become available before their
maturity date.

The Company considers the declines  in market value of its marketable securities investment

portfolio to be temporary in nature. When evaluating an investment for  other-than-temporary
impairment, the Company reviews factors  such as the severity and duration of the impairment, changes
in underlying credit ratings, forecasted recovery,  the Company’s intent to sell or the likelihood that it
would be required to sell the investment before its anticipated recovery  in market value and  the

F-19

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

4. Fair Value of Financial Instruments  (Continued)

probability that the scheduled cash payments  will continue  to  be  made. As of December 30, 2017, the
Company has determined that no other-than-temporary impairment  losses existed .

At December 30, 2017 and December 31, 2016, there were  no material  unrealized gains associated

with the Company’s available-for-sale  investments.

Level  3 fair value measurements

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

Auction rate securities

Fair Value at
December 30, 2017
(000s)

Valuation Technique

Unobservable Input

$5,681

Discounted cash flow Estimated  yield

Weighted
Average

1.74%

Expected holding period

10 years

Estimated discount rate

3.37%

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

The Company has followed an established internal control procedure used in  valuing contingent

consideration. The valuation of contingent  consideration for the Zentri  acquisition was based  on a
discounted cash flow model. The valuation  of contingent consideration for the  Energy  Micro acquisition
was based on a Monte Carlo simulation model. The fair value of the valuations was 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 30, 2017 (Continued)

4. Fair Value of Financial Instruments  (Continued)

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

December 30, 2017 and December 31, 2016 (in thousands):

Assets

Auction  Rate Securities

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

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

Liabilities

Contingent Consideration (1)

Year Ended

December 30,
2017

December 31,
2016

$5,196
—
485

$5,681

$ 7,126
(2,000)
70

$ 5,196

Year Ended

December 30,
2017

December 31,
2016

Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlements (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassification to acquisition-related  liabilities (3) . . . . . . . . . . . . . . . . . . .
Gain recognized in earnings (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ —
3,829
—
(3,380)
(449)

$ 14,073
—
(11,375)
—
(2,698)

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

$ —

$

—

(1) In connection with the acquisitions of Zentri and Energy Micro, 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
models  were recorded in selling, general  and  administrative expenses in the Consolidated
Statement of Income.

(2) On March 11, 2016, the Company entered into an agreement  which settled the total amount of

contingent consideration related to the Energy Micro acquisition (including  all  amounts for  fiscal
2015 through 2018). See Note 8, Acquisitions,  for additional information.

(3) The milestone goal related to the Zentri contingent consideration was  based on fiscal 2017 revenue
from certain Zentri products, which is  now completed.  The accrued consideration is recorded in
other current liabilities in the Consolidated Balance Sheet.

(4) The gain recognized in earnings  in fiscal 2016  was  due to the settlement of the  Energy  Micro

contingent consideration. This gain was  offset in part by  a charge of approximately $2.7 million
recorded in fiscal 2016 for a portion  of  the contingent consideration accounted for  as
post-combination compensation expense.

F-21

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

4. Fair Value of Financial Instruments  (Continued)

Fair values of other financial instruments

The Company’s debt is recorded at cost, but  is measured  at fair value for disclosure purposes. The
fair value of the Company’s convertible senior  notes is determined  using observable market  prices. The
notes are traded in less active markets and are  therefore classified as a Level 2 fair  value measurement.
The fair value of the convertible senior  notes at December 30, 2017 was $466.2 million. The Company’s
prior debt under the Credit Facility bore  interest at the Eurodollar rate plus an applicable margin. Fair
value was estimated based on Level 2 inputs, using a discounted cash flow analysis  of future principal
payments and projected interest based  on current market rates. As of December 30, 2017,  there were
no amounts outstanding under the Credit  Facility. As of December 31, 2016, the fair value of  the
Company’s debt under the Credit Facility  was approximately $72.5 million.

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.

5. Derivative Financial Instruments

The Company uses derivative financial instruments  to  manage certain exposures to the variability

of interest rates and foreign currency  exchange rates. The  Company’s objective is to offset increases
and decreases in expenses resulting from  these  exposures with  gains and losses on the derivative
contracts, thereby reducing volatility of  earnings.

Interest Rate Swaps

The Company is exposed to interest rate fluctuations in the normal course of its business,

including through its Credit Facility.  The interest payments on the facility are  calculated using a
variable-rate of interest. The Company entered into an interest rate swap agreement with an original
notional value of $72.5 million in July 2016  and,  effectively,  converted the Eurodollar portion of  the
variable-rate interest payments to fixed-rate interest payments through July 2020. The  Company
terminated the swap agreement on March  6,  2017 in connection with the payoff  of its  Credit Facility.
The Company’s previous swap agreement with a remaining  notional value of  $72.5 million was
terminated on July 8, 2016.

The Company’s interest rate swap agreements were designated and qualified  as cash flow hedges.
The effective portion of the gain or loss on  the interest rate swaps was recorded in accumulated other
comprehensive income (loss) as a separate  component  of  stockholders’ equity and was subsequently
recognized as interest expense in the  Consolidated  Statement of Income when the hedged exposure
affected earnings. The termination of  the swap  agreement on March 6, 2017 resulted in the
reclassification of $1.8 million of unrealized  gains that were previously recorded in accumulated other
comprehensive income (loss) into earnings during fiscal  2017.  The fair value of the interest  rate swap
terminated on July 8, 2016 was not material. The Company did not  discontinue  any other cash flow
hedges in any of the periods presented.

F-22

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

5. Derivative Financial Instruments (Continued)

The Company’s derivative financial instrument in cash flow hedging relationships consisted of  the

following (in thousands):

Balance Sheet Location

December 30,
2017

December 31,
2016

Fair Value

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

$—

$1,808

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

Interest rate swaps . . . .

December 30, December 31,

2017

$—

2016

$1,466

Foreign Currency Forward Contracts

January 2,
2016

$(728)

Interest expense

$1,808

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

December 30, December 31, January  2,

2017

2016

$(249)

2016

$(489)

The Company uses foreign currency forward contracts to manage exposure to foreign exchange

risk. As of December 30, 2017 and December 31,  2016, the Company held one foreign currency
forward contract denominated in Norwegian  Krone  with a notional value of  $2.4 million and
$3.9 million, respectively. The fair value of the  contracts was  not  material  as of December 30, 2017  or
December 31, 2016. The contract held  as of December 30, 2017  has a maturity date of March 28,  2018
and it was not designated as a hedging  instrument.

The before-tax effect of derivative instruments not designated  as hedging instruments was as

follows (in thousands):

Gain  (Loss) Recognized in Income

Foreign currency forward

Year Ended

December 30,
2017

December 31,
2016

January 2,
2016

Location

contracts

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

$(207)

$(92)

$935

Interest  income and other, net

F-23

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

6. Balance Sheet Details

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

Accounts  Receivable, Net

Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allowance for doubtful accounts . . . . . . . . . . . . . . . . . . .

Inventories

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

Prepaid Expenses and Other Current Assets

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

Property and Equipment

December 30,
2017

December 31,
2016

$72,005
(638)

$71,367

$75,035
(634)

$74,401

December 30,
2017

December 31,
2016

$46,698
26,434

$73,132

$40,755
18,823

$59,578

December 30,
2017

December 31,
2016

$17,825
21,295

$39,120

$40,205
21,600

$61,805

December 30,
2017

December 31,
2016

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

$ 96,196
59,836
37,598
23,840
5,691
10,483

$ 94,977
57,677
35,492
23,840
5,484
10,083

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

233,644
(105,962)

227,553
(97,994)

$127,682

$129,559

F-24

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

6. Balance Sheet Details (Continued)

Other Current Liabilities

Accrued compensation and benefits . . . . . . . . . . . . . . . . .
Accrued price protection credits . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other Non-current Liabilities

Non-current tax liabilities . . . . . . . . . . . . . . . . . . . . . . . .
Software license accruals . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

December 30,
2017

December 31,
2016

$33,631
8,239
31,489

$73,359

$28,781
2,287
23,482

$54,550

December 30,
2017

December 31,
2016

$39,196
12,152
10,355
16,159

$77,862

$ —
14,436
13,119
15,136

$42,691

7. 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, notes  receivable and
derivatives. The Company places its cash equivalents and investments  primarily in  municipal  bonds,
money market funds, corporate bonds, variable-rate demand notes,  U.S.  government bonds,  asset-back
securities, certificates of deposit, commercial paper,  auction-rate securities  and international
government bonds. 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:

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

16%
14%
*

12%
13%
19%

December 30,
2017

December 31,
2016

*

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-25

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

7. Risks and Uncertainties (Continued)

The Company holds two notes receivable for  $1.5 million and $0.7 million from a privately held
company, which were recorded in other  assets, net in the Consolidated Balance Sheet. The  Company
holds an equity investment in another  privately held company  with a carrying value of $3.8 million and
$2.8 million as of December 30, 2017 and  December 31, 2016, respectively. The investment is
accounted for using the cost method and  was recorded in other assets, net  in the Consolidated Balance
Sheet.

As a result of its use of derivative instruments, the  Company is exposed to the risk that its
counterparties will fail to meet their  contractual obligations. To mitigate this  counterparty  credit risk,
the Company has a policy to enter into contracts  with only selected major financial institutions. The
Company periodically reviews and re-assesses the creditworthiness of such counterparties based on  a
variety of factors.

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 TSMC’s  affiliates and  Semiconductor  Manufacturing International
Corporation (SMIC). The inability of TSMC or  SMIC 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 end customers or

F-26

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

7. Risks and Uncertainties (Continued)

contract manufacturers accounted for greater  than 10% of revenue  during fiscal 2017, 2016  or 2015.
The Company’s distributors that accounted for greater  than 10% of revenue  consisted of the  following:

Year Ended

December 30,
2017

December 31,
2016

January 2,
2016

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

19%
14%
12%

17%
13%
11%

20%
12%
*

*

Less than 10% of revenue

8. Acquisitions

Sigma Designs

On December 7, 2017, the Company  entered  into  an agreement to acquire Sigma Designs, Inc.,  a
California corporation. Sigma Designs provides solutions for the connected  home including Z-Wave, an
IoT technology for smart home solutions. Under the terms of  the agreement, the  Company would have
acquired all of the outstanding capital  stock of Sigma Designs in exchange for  $7.05 per share  in a cash
transaction valued at approximately $282  million. This acquisition  is subject to certain closing
conditions. In the event that certain of  such closing conditions are not met, the parties have  agreed that
Sigma Designs would instead sell its Z-Wave  business  to  the Company for $240 million, contingent
upon approval by Sigma Designs’ stockholders.

On January 23, 2018, Sigma Designs  announced that due to the  closing  conditions for  the
acquisition of the entirety of Sigma Designs not being satisfied, the parties would  move forward with
the sale of the Z-Wave business to the Company in an  asset sale, subject  to approval by Sigma  Designs’
shareholders.

Zentri

On January 20, 2017, the Company acquired  Zentri,  Inc., a private company. Zentri is an

innovator in low-power, cloud-connected  Wi-Fi technologies for  the IoT. The Company acquired Zentri
for approximately $18.1 million, including initial cash  consideration of approximately $14.3 million, and
potential additional consideration with an  estimated  fair value of approximately $3.8  million at the date
of acquisition. The amount of potential  additional consideration is  up to approximately $10.0  million
based on fiscal 2017 revenue from certain  Zentri  products.

The purchase price was allocated as follows: intangible assets—$6.7  million;

goodwill—$12.1 million; and other net  liabilities—$0.7 million. The goodwill is not deductible for tax
purposes. Pro forma information related to this acquisition has  not  been presented because  it would
not be materially different from amounts  reported.

Micrium

On October 3, 2016, the Company acquired Micrium,  a private  company. Micrium  is a supplier of

real-time operating system (RTOS) software for the  IoT.  The Company acquired Micrium  for

F-27

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

8. Acquisitions (Continued)

approximately $12.4 million, consisting of  approximately $8.2  million in cash  and $4.2 million  in stock
consideration. An additional approximately $1.0  million  in stock consideration 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 over four  years.

The purchase price was allocated as follows:  intangible assets—$9.5  million; goodwill—$3.4 million;

and other net assets—$(0.5) million.  A  portion of the goodwill is deductible for tax purposes.

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 $0.3  million of
acquisition-related costs in selling, general  and administrative  expenses during fiscal 2016.

Telegesis

On November 20, 2015, the Company acquired Telegesis (UK) Limited, a  limited liability company
incorporated in England and Wales. Telegesis  is a  supplier  of wireless mesh  networking modules based
on the Company’s Zigbee and Thread technology, targeting applications in  the smart energy, home
automation and industrial automation markets. The Company acquired Telegesis  for cash consideration
of $19.9 million.

The Company believes that this strategic acquisition accelerates its roadmap for Zigbee and
Thread modules. This factor 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

10
4,980
2,000
400

Not amortized
7
3
3

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other non-current assets . . . . . . . . . . . . . . . . . . . . . . .
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-current deferred tax liabilities . . . . . . . . . . . . . . . .

7,390
717
4,545
9,344
131
(689)
(1,508)

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

$19,930

F-28

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

8. Acquisitions (Continued)

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 $0.5  million of
acquisition-related costs in selling, general  and administrative  expenses during fiscal 2015.

Bluegiga

On January 30, 2015, the Company acquired Bluegiga Technologies Oy, a private company based

in Finland. Bluegiga is a provider of Bluetooth Smart,  Bluetooth Classic and Wi-Fi modules and
software stacks for a multitude of applications in the IoT, industrial automation, consumer electronics,
automotive, retail, residential, and health  and  fitness markets. The  Company acquired Bluegiga for cash
consideration of approximately $58.0 million.

The Company believes that this strategic acquisition will  accelerate  its entry into the wireless
module market. This factor 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 5,710
12,190
6,670
880

Not amortized
8
4
3

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

25,450
1,132
6,156
34,597
208
(3,289)
(3,780)
(2,232)
(220)

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

$58,022

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 Bluegiga consisted  primarily of  Bluetooth Smart
Ready and Bluetooth Smart modules and software stacks. The fair value of these technologies  was
determined using the income approach.  The discount rate applicable to the cash flows was 16.1%.

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 $1.2  million  of
acquisition-related costs in selling, general  and  administrative  expenses during fiscal 2015.

F-29

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

8. Acquisitions (Continued)

Energy Micro

On July 1, 2013, the Company acquired  Energy Micro. In fiscal 2015, the  Company made the
following payments in connection with the Energy Micro  acquisition: (a) approximately $20.0 million
was paid for the release of the holdback;  and (b)  approximately $6.3 million was paid for the first
annual period of the earn-out. Approximately $1.8 million of the  earn-out payment was recorded as
compensation expense during fiscal 2014.  The remaining approximately $4.5 million of the earn-out
payment represented additional consideration.

On March 11, 2016, the Company entered into an  agreement with  Energy AS,  the former parent
of Energy Micro. The agreement settled  the amount of the earn-out to be paid for fiscal 2015 through
2018. The total settlement amount was  approximately $16.0 million (in lieu of  potential payments of  up
to $26.7 million) and was paid on May  11, 2016. The  settlement amount represented approximately
$11.4 million of additional consideration and approximately $4.6 million of compensation expense  (of
which  approximately $2.7 million was recorded in  fiscal  2016 and approximately $1.9  million was
recorded  in fiscal 2015). The compensation expense recorded in fiscal 2016 was  offset in  part by a  gain
of approximately $2.7 million to adjust the consideration portion of the earn-out to fair value due to
the settlement.

9. Goodwill and Other Intangible Assets

Goodwill

The following summarizes the activity  in  goodwill for the  years  ended December  30, 2017 and

December 31, 2016 (in thousands):

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

$276,130
12,097

$272,722
3,408

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

$288,227

$276,130

Year Ended

December 30,
2017

December 31,
2016

F-30

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

9. 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):

Weighted-Average
Amortization
Period
(Years)

December 30, 2017

December 31,  2016

Gross
Amount

Accumulated
Amortization

Gross
Amount

Accumulated
Amortization

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

Total

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

9
7
6
7

8

$161,700
25,470
3,000
3,690

$ (89,442)
(16,180)
(2,750)
(2,344)

$157,321
24,970
3,000
3,690

$(70,181)
(11,356)
(2,250)
(1,629)

$193,860

$(110,716)

$188,981

$(85,416)

Gross intangible assets increased $6.7 million in fiscal 2017 for assets added due to the  acquisition

of Zentri. This increase was offset by  $1.8 million due to the removal of fully amortized assets.

Amortization expense related to intangible  assets for fiscal 2017,  2016 and  2015 was $27.1 million,

$27.3 million and $26.5 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

2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$24,034
18,292
15,797
11,408
7,905

10. Debt

1.375% Convertible Senior Notes

On March 6, 2017, the Company completed  a private  offering  of  $400 million principal amount

convertible senior notes (the ‘‘Notes’’). The Notes bear interest  semi-annually at a rate of 1.375%  per
year and will mature on March 1, 2022, unless repurchased, redeemed or converted at an  earlier date.
The Company used $72.5 million of  the proceeds  to  pay  off the remaining balance of its Amended
Credit  Agreement.

The Notes are convertible at an initial conversion rate of 10.7744 shares  of  common stock per

$1,000 principal amount of the Notes, or  approximately  4.3  million  shares of  common stock, which is
equivalent to a conversion price of approximately $92.81 per share. The conversion rate is  subject to
adjustment under certain circumstances. Holders may  convert  the Notes under the following
circumstances: during any calendar quarter after the calendar  quarter ending on  June 30, 2017 if the
closing price of the Company’s common  stock for at least 20  trading days in the 30 consecutive trading
days ending on the last trading day of the preceding calendar quarter is  greater than or equal  to  130%

F-31

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

10. Debt (Continued)

of the conversion price of the Notes; during the  five  business day period after  any ten  consecutive
trading day period (the ‘‘measurement  period’’) in which the trading price  per  $1,000 principal amount
of notes for each trading day of the measurement period  was less than 98% of the product of the
closing sale price of our common stock and the conversion rate on each such trading day; if specified
distributions or corporate events occur; if the  Notes are  called for redemption; or at any time after
December 1, 2021. The Company may redeem all or any  portion of the Notes, at its  option, on or after
March 6, 2020, if the last reported sale price of the Company’s common stock has been at  least 130%
of the conversion price then in effect for  at least 20  trading days during any  30 consecutive trading day
period. Upon conversion, the Notes may be settled in  cash, shares of the Company’s common stock or
a combination of cash and shares, at  the  Company’s  election.

The principal balance of the Notes was separated into  liability  and equity components, and was
recorded  initially at fair value. The excess of the principal amount of the liability component over its
carrying  amount represents the debt discount, which is amortized to interest expense over the  term of
the Notes using the effective interest method. The carrying amount of the liability component was
estimated by discounting the contractual  cash flows  of  similar non-convertible  debt at an appropriate
market rate at the date of issuance.

The Company incurred debt issuance  costs of approximately $10.6 million, which was allocated to
the liability and equity components in  proportion to the allocation of the proceeds. The costs allocated
to the liability component are being amortized as  interest expense over the  term of the Notes using the
effective interest method.

The carrying amount of the Notes consisted of the following (in  thousands):

December 30,
2017

Liability component

Principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unamortized debt discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unamortized debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . .

$400,000
(50,499)
(7,622)

Net carrying amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$341,879

Equity component

Net carrying amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 57,735

The liability component of the Notes is  recorded in convertible debt on the  Consolidated  Balance

Sheet. The equity component of the Notes is recorded in  additional  paid-in capital.  The  effective
interest rate for the liability component  was 4.75%. As  of December 30, 2017,  the remaining  period
over which the debt discount and debt issuance costs will be amortized  was 4.2 years.

F-32

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

10. Debt (Continued)

Interest expense related to the Notes  was comprised of the following (in thousands):

Contractual interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of debt discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year Ended

December 30,
2017

$ 4,492
8,816
1,330

$14,638

Amended Credit Agreement

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

into a $230 million five-year Credit Agreement (the ‘‘Credit  Agreement’’), which consisted of a
$100 million Term Loan Facility and a  $130  million Revolving  Credit  Facility. On July  24, 2015, the
Company and the Guarantors amended  the Credit Agreement (the ‘‘Amended Credit  Agreement’’) in
order to, among other things, increase  the  borrowing capacity under  the Revolving Credit Facility to
$300 million (the ‘‘Credit Facility’’), eliminate the  Term Loan Facility and extend the maturity  date to
five years from the closing date. On July  24, 2015,  the Company borrowed  $82.5 million under  the
Amended Credit Agreement and paid  off  the remaining balance of its Term Loan  Facility. In
connection with the Company’s offering  of the Notes, it entered into a  second amendment  to  the
Credit  Agreement (the ‘‘Second Amended Credit Agreement’’) on February 27, 2017  and paid  off the
remaining balance of $72.5 million.

The Second Amended Credit Agreement retained the key terms  and provisions of  the first
Amended Credit Agreement, including  a $25 million letter of credit  sublimit  and a  $10 million
swingline loan sublimit. The Company  also  has an  option to increase the size  of the borrowing capacity
by up to an aggregate of $200 million  in additional commitments, subject to certain conditions.

The Revolving Credit Facility, other  than swingline loans, will bear  interest at the Eurodollar rate
plus an applicable margin or, at the option  of  the Company, a base rate  (defined as  the highest of the
Wells Fargo prime rate, the Federal Funds rate plus  0.50% and the Eurodollar Base Rate  plus 1.00%)
plus an applicable margin. Swingline loans accrue interest at the base rate plus the  applicable margin
for base rate loans. The applicable margins for the Eurodollar rate  loans  range from 1.25% to 2.00%
and for base rate loans range from 0.25%  to  1.00%, depending in each case,  on the  leverage ratio as
defined in the Agreement.

The Second Amended Credit Agreement contains  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  3.00 to 1 and a minimum fixed charge coverage ratio
(EBITDA/interest payments, income taxes and  capital expenditures) of no less than 1.25 to 1.  As of
December 30, 2017, the Company was in compliance with  all covenants of the  Second Amended Credit
Agreement. The Company’s obligations  under  the Second  Amended Credit Agreement  are guaranteed
by the Guarantors and are secured by  a security interest in  substantially  all  assets of the  Company and
the Guarantors.

F-33

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

11. Stockholders’ Equity

Common Stock

The Company issued 0.8 million shares  of common stock  during fiscal 2017.

Share Repurchase Programs

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

Program Authorization Date

Program
Termination
Date

October 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 2018
January 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 2017
August  2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 2016
October 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 2015

Program
Amount

$100,000
$100,000
$100,000
$100,000

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 did not repurchase any shares  of  its common  stock during fiscal 2017. The
Company repurchased 0.9 million shares  and 1.7 million shares of its common stock for $40.5  million
and $71.4 million during fiscal 2016 and  2015, respectively. These shares were retired  upon repurchase.

Reclassifications From Accumulated Other Comprehensive Income (Loss)

The following table summarizes the effect on net income from reclassifications out  of  accumulated

other comprehensive income (loss) (in thousands):

Reclassification

Gains (losses) on cash flow hedges to:

Year ended

December 30,
2017

December 31,
2016

January 2,
2016

Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax (expense) benefit . . . . . . . . . . . . . . . . . . . . . . . . .

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

$1,808
(633)

$1,175

$(249)
87

$(162)

$(499)
175

$(324)

F-34

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

11. Stockholders’ Equity (Continued)

Income Tax Allocated to the Components of Other  Comprehensive Income (Loss)

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

(in thousands):

Income tax (expense) benefit on:

Net changes to available-for-sale securities:

Year ended

December 30,
2017

December 31,
2016

January 2,
2016

Unrealized gains (losses) arising during  the period . . . . . . . . .

$255

$ 63

$ 145

Net changes to cash flow hedges:

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

—
633

$888

(513)
(87)

255
(171)

$(537)

$ 229

12. 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’’). In  fiscal 2017,
the stockholders of the Company approved amendments to both the 2009 Plan and the 2009  Purchase
Plan. These amendments authorized  additional shares of common stock for  issuance,  to  comply with
changes in applicable law, improve the  Company’s  corporate governance and to implement other best
practices. The amended plans are currently effective.

2009 Stock Incentive Plan

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

performance shares, performance stock units, RSUs,  restricted stock awards (RSAs),  performance-
based awards and other awards (collectively, all such grants  are  referred to as ‘‘awards’’). The fiscal
2017 amendments to the 2009 Plan created  a single  share pool. All awards  now deduct one share 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
other highly compensated employees  of the  Company for which the exercise  price can  be  paid using

F-35

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

12. Stock-Based Compensation (Continued)

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 0.7  million,  1.3 million and 0.9 million shares of full value
awards and 0.0 million, 0.2 million, and 0.0  million  stock options from the 2009 Plan during fiscal 2017,
2016 and 2015, respectively.

The Company recorded $0.9 million  and  $2.3 million  in  selling, general  and administrative expense
during fiscal 2016 and 2015, respectively, in connection  with  the modifications of certain equity  awards.
The modifications were pursuant to three  employee terminations  in fiscal 2016 and two employee
terminations in fiscal 2015. There were no other significant modifications made to any stock grants
during fiscal 2017, 2016 or 2015.

Included in the full value awards granted under  the 2009 Plan in  fiscal  2017, 2016  and 2015 were a

total of 54 thousand, 65 thousand and 89  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.

Also included in the full value awards granted  under the 2009 Plan during  fiscal 2017 and fiscal
2016 were 54 thousand and 65 thousand performance-based stock awards,  respectively. The awards,
also known as PSUs, provide for the  rights  to  acquire  a number of shares  of common stock for no cash
consideration based upon the achievement  of  specified  revenue objectives during the year.  The
requisite service period for these PSUs  is  approximately three years from the date  of grant.

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 2017, 2016 and
2015, the Company issued 239 thousand, 224 thousand and 210 thousand shares, respectively, under the

F-36

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

12. Stock-Based Compensation (Continued)

2009 Purchase Plan to its employees.  The  weighted-average fair value for purchase rights granted  in
fiscal 2017 under the 2009 Purchase Plan was $19.55 per share.

Accounting for Stock-Based Compensation

Stock-based compensation costs are based  on the fair values on the date of grant for stock  awards
and stock options and on the date of  enrollment for the  employee stock purchase plans. The fair  values
of stock awards (such as RSUs, PSUs and RSAs) are  estimated based  on their intrinsic values. The fair
values of MSUs are estimated using a  Monte  Carlo  simulation.  The fair values of stock options and
employee stock purchase plans are estimated using the  Black-Scholes option-pricing model.

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 estimates potential forfeitures  of stock grants and adjusts 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. The fair values  of  PSUs  are amortized as compensation expense on a  straight-line
basis over the performance period when  the performance  is probable of achievement, and over the
remaining service periods thereafter. Compensation  expense recognized is shown in  the operating
activities section of the Consolidated Statements  of Cash Flows.

F-37

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

12. Stock-Based Compensation (Continued)

The fair values estimated from the Black-Scholes  option-pricing model for ESPP and stock options

granted were calculated using the following  assumptions:

Employee Stock Purchase Plan

Year Ended

December 30,
2017

December 31,
2016

January 2,
2016

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

28%
1.1%
8
—

30%
0.6%
15
—

Year Ended

31%
0.2%
8
—

Stock Options

December 30,
2017

December 31,
2016

January 2,
2016

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

—
—
—
—

32%
1.3%
5.4
—

—
—
—
—

The fair values estimated from Monte  Carlo simulation for  MSUs were  calculated using the

following assumptions:

MSUs

Year Ended

December 30,
2017

December 31,
2016

January 2,
2016

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

31%
1.6%
2.9
—

30%
0.9%
2.9
—

31%
1.0%
2.9
—

A summary of stock-based compensation activity with respect to fiscal 2017 follows:

Stock Options

Outstanding at December 31, 2016 . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Outstanding at December 30, 2017 . . . . . . . . . . . . . . . . .

Vested at December 30, 2017 and expected  to  vest . . . . .

Exercisable at December 30, 2017 . . . . . . . . . . . . . . . . .

Weighted-
Average
Exercise
Price

$37.95
$35.27

$38.88

$40.39

$33.98

Shares
(000s)

228
(58)

170

120

40

Weighted-Average
Remaining
Contractual
Term
(In Years)

Aggregate
Intrinsic
Value
(000s)

7.5

8.1

5.3

$8,387

$5,744

$2,173

F-38

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

12. Stock-Based Compensation (Continued)

RSAs and RSUs

Outstanding at December 31, 2016 . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested or issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cancelled or forfeited . . . . . . . . . . . . . . . . . . . . . . . . . .

Shares
(000s)

1,689
625
(726)
(65)

Outstanding at December 30, 2017 . . . . . . . . . . . . . . . .

1,523

Outstanding at December 30, 2017 and  expected to  vest .

1,430

Weighted- Weighted-Average
Average
Purchase
Price

Remaining
Vesting Term
(In Years)

Aggregate
Intrinsic
Value
(000s)

$—
$—
$—
$—

$—

$—

0.9

0.9

$134,534

$126,228

PSUs and  MSUs

Outstanding at December 31, 2016 . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earned or issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cancelled or forfeited . . . . . . . . . . . . . . . . . . . . . . . . . .

Outstanding at December 30, 2017 . . . . . . . . . . . . . . . . .

Outstanding at December 30, 2017 and  expected to  vest .

Shares
(000s)

229
107
(11)
(66)

259

242

Weighted- Weighted-Average
Average
Purchase
Price

Remaining
Vesting Term
(In Years)

Aggregate
Intrinsic
Value
(000s)

$—
$—
$—
$—

$—

$—

1.3

1.3

$22,911

$21,388

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

Year Ended

December 30,
2017

December 31,
2016

January 2,
2016

Per grant of RSAs and RSUs . . . . . . . . . . . . .
Per grant of PSUs and MSUs . . . . . . . . . . . . .
Per grant of stock options . . . . . . . . . . . . . . . .

$72.85
$78.40
$ —

$40.55
$32.23
$40.38

$49.14
$48.36
$ —

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 vested .
Grant date fair value of RSAs and RSUs  that

vested . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intrinsic value of MSUs and PSUs that vested .
Grant date fair value of MSUs and PSUs  that

Year Ended

December 30,
2017

December 31,
2016

January 2,
2016

$ 2,174
$53,093

$32,449
687
$

$ 2,560
$36,502

$39,853
$ —

$ 6,612
$45,298

$41,072
$ —

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

$

633

$ —

$ —

F-39

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

12. Stock-Based Compensation (Continued)

The Company received cash of $11.8  million for the issuance of common stock, and paid
$15.8 million for shares withheld for taxes, during fiscal 2017. 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 30,
2017

December 31,
2016

January 2,
2016

$ 1,090
21,771
21,891

44,752
11,073

$ 1,070
19,573
18,985

39,628
8,496

$

960
19,451
22,380

42,791
9,264

$33,679

$31,132

$33,527

The increase in income tax benefit in fiscal 2017 was primarily due to the recognition of excess tax
benefits in connection with the Company’s  adoption  of ASU 2016-09,  offset in part by an adjustment  in
the deferred tax asset due to the recent tax reform. The Company had  approximately $61.7 million  of
total unrecognized compensation costs related  to  granted stock options and  awards  as of December 30,
2017 that are expected to be recognized over a weighted-average period of approximately 2.0  years.
There were no significant stock-based compensation costs  capitalized  into  assets in any of the  periods
presented.

As of December 30, 2017, 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

15
2,827
1,208

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

4,050

13. 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 $3.5 million, $3.4 million  and $3.3  million  to  the 401(k) Plan during
fiscal 2017, 2016 and 2015, respectively.

F-40

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

14. Commitments and Contingencies

Operating Leases

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

through 2025. Some of these arrangements contain renewal options and require the Company to pay
taxes, insurance and maintenance costs.

Rent expense under operating leases  was $5.5  million,  $4.7 million and $4.6 million and for fiscal
2017, 2016 and 2015, respectively. The minimum annual future rentals under the terms of  these leases
as of  December 30, 2017 are as follows (in  thousands):

Fiscal Year

2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 5,807
4,278
3,539
3,016
2,804
5,416

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

$24,860

Investment Commitment

As of December 30, 2017, the Company had an unfunded commitment to invest up to

$10.0 million in a limited partnership. The investment  will be accounted for  using  the equity method
and recorded in other assets, net in the Consolidated Balance  Sheet when  it is funded.

Litigation

Patent Litigation

On January 28, 2014, Cresta Technology Corporation (‘‘Cresta Technology’’), a Delaware

corporation, filed a lawsuit against the Company  (among others)  in the United  States District Court in
the District of Delaware, alleging infringement of three United States Patents (the ‘‘Cresta  Patents’’).
Cresta Technology declared bankruptcy in 2016.  One  of its  creditors, DBD Credit Funding LLC
(‘‘DBD’’) and/or CF Crespe LLC (the ‘‘Cresta Successors’’)  assumed ownership  of  the Cresta Patents
and has substituted in for Cresta Technology  in related proceedings.

The Delaware proceedings are currently stayed.  In  2014 and  2015, the  Company challenged the
validity of two sets of claims in the Cresta Patents at the Patent Trial  and Appeal Board  (PTAB) of the
United States Patent and Trademark  Office (USPTO). In each respective proceeding, the  PTAB found
the reviewed claims to be invalid. The  Federal  Circuit  Court of  Appeals affirmed both determinations.

On July 16, 2014, the Company filed  a lawsuit against Cresta  Technology  in the  United States
District  Court in the Northern District  of California alleging infringement  of six United States Patents.
A motion to substitute the Cresta Successors as defendants in lieu of Cresta Technology is pending.

F-41

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

14. Commitments and Contingencies  (Continued)

The Company intends to continue to  vigorously defend the Delaware proceeding  and to continue
to pursue its claims against the Cresta Successors and their patents. At this time, the Company  cannot
predict the outcome of these matters  or  the resulting financial impact to it, if any.

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.

15. Related Party Transactions

On July 1, 2013, Geir Førre joined the  Company  as senior vice president. Mr. Førre was chief
executive officer of Energy Micro, until  it was acquired by the Company. Mr. Førre was the beneficial
owner of approximately 30% of the Energy Micro equity and accordingly received  approximately
$35 million at closing. In fiscal 2015,  Mr. Førre received approximately $6.1 million of the $20.0 million
paid for the holdback related to potential indemnification claims and approximately $1.9 million of the
$6.3 million paid for the fiscal 2014 earn-out. On March 11,  2016, the Company entered into an
agreement which settled the amount  of  the earn-out to be paid for fiscal 2015 through 2018. Under this
agreement, Mr. Førre received approximately $4.8  million of the $16.0 million that was paid.

Alf-Egil Bogen served on the Company’s  board  of  directors from October 17, 2013 to April  21,

2016. 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
received approximately $0.9 million at  closing. In  fiscal  2015, Mr. Bogen received  approximately
$0.4 million of the $20.0 million paid  for the holdback related  to  potential indemnification claims and
approximately $0.1 million of the $6.3  million paid for  the fiscal 2014 earn-out. Under  the settlement
agreement, Mr. Bogen received approximately $0.3 million of the $16.0 million  that  was paid for fiscal
2015 through 2018 earn-out. Mr. Bogen had invested approximately $0.8 million in Energy Micro prior
to the acquisition.

16. Income Taxes

U.S. Tax  Reform

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly

referred to as the Tax Cuts and Jobs  Act  (the ‘‘Tax Act’’). The Tax Act makes broad and complex
changes to the U.S. tax code that affect fiscal 2017, including, but not limited to requiring a one-time
transition tax on certain unrepatriated  earnings of  foreign subsidiaries that is payable over  eight years
(the ‘‘Transition Tax’’). The Tax Act also  establishes new tax  laws that  will affect 2018  and later years,
including, but not limited to, a reduction of the U.S. federal corporate  tax  rate from  35% to 21%, a
general elimination of U.S. federal income taxes on  dividends from foreign subsidiaries and a new
provision  designed to tax global intangible low-taxed income (‘‘GILTI’’).

In connection with its initial analysis  of the impact of the Tax Act, the Company has recorded  a

net tax expense of $26.3 million in fiscal 2017 which primarily consists of a net expense for the

F-42

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

16. Income Taxes (Continued)

Transition Tax of $54.4 million as well as  a net  expense of $21.8 million related  to  the revaluation of
the Company’s deferred tax assets and  liabilities. These net expense items are partially offset by a
benefit of $39.4 million realized primarily  as a result of the write off of a deferred tax liability that the
Company had previously recorded for  anticipated  future  earnings  of one of its foreign subsidiaries
related to the treatment of stock-based compensation in  the Company’s intercompany cost-sharing
arrangement. In addition, these net expense  items  were also offset by a benefit of $10.5 million for the
release of valuation allowances related to certain U.S. federal tax attributes that are now expected to
be fully utilized.

The Company has not completed its accounting for the  income tax effects of the Tax Act. Where

the Company has been able to make reasonable  estimates  of the effects for which its analysis is not yet
complete, the Company has recorded  provisional  amounts in accordance with SEC Staff Accounting
Bulletin No. 118. Where the Company  has not yet  been able to make reasonable estimates of  the
impact of certain elements, the Company has not recorded any  amounts related  to  those elements and
has continued accounting for them in accordance  with ASC 740  on the basis of the tax laws in  effect
immediately prior  to the enactment of the Tax Act.

The Company’s accounting for the following elements of the Tax Act is incomplete. However, the

Company was able to make reasonable estimates of certain effects and, therefore, has recorded
provisional amounts as follows:

Revaluation of deferred tax assets and  liabilities: The Tax Act reduces the U.S. federal
corporate tax rate from 35% to 21%  for tax years beginning after December 31, 2017. In
addition, the Tax Act makes certain changes to the  depreciation rules  and implements new
limits on the deductibility of certain executive  compensation. The Company has evaluated
these changes and has recorded a provisional decrease  to  net deferred tax assets of
$21.8 million with  a corresponding increase to deferred  tax  expense. The Company is still
completing its calculation of the impact  of these changes on its deferred tax balances.

100% dividends received deduction: Beginning in 2018, the Tax Act provides a 100%
deduction for dividends received from  10-percent  owned  foreign corporations  by  U.S.
corporate shareholders, subject to a one-year holding period.  Prior to enactment of the Tax
Act, while the Company had asserted indefinite reinvestment of the foreign earnings of its
foreign subsidiaries, in 2015, the Company  began accruing a deferred tax liability for future
earnings to be generated by one of its foreign subsidiaries  upon resolution of the Altera case.
The deferred tax liability was accrued in order to provide for the future U.S. tax cost of such
earnings as these future earnings  were  not  considered by  the Company to be indefinitely
reinvested. Under the Tax Act, these  future earnings should not  be  subject to U.S. tax and
therefore, the Company has released the deferred tax liability for  this item. This release
resulted in an increase to the net deferred  tax asset of $39.4 million with  a corresponding
deferred tax benefit. The Company believes this is a reasonable estimate of the impact of the
Tax  Act but considers the release of this deferred  tax  liability as  provisional pending further
interpretation and  guidance regarding  how to account for certain aspects  of the Tax  Act.

Transition Tax on unrepatriated foreign earnings: The  Transition  Tax  on unrepatriated foreign
earnings is a tax on previously untaxed  accumulated and current earnings  and profits (‘‘E&P’’)
of the Company’s foreign subsidiaries. To determine  the amount of the Transition  Tax, the

F-43

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

16. Income Taxes (Continued)

Company must determine, among other factors, the  amount of post-1986 E&P of  its foreign
subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings. The
Company was able to make a reasonable  estimate  of  the Transition Tax and has recorded a
provisional Transition Tax expense of $54.4  million.  The Company is continuing to gather
additional information to more precisely compute the amount of the Transition Tax to
complete its calculation of E&P as well  as  the final determination of non-U.S. income taxes
paid.

Valuation allowances: The Company  must assess whether its valuation allowance analyses for
deferred tax assets are affected by various aspects of the Tax Act (e.g., deemed repatriation of
deferred foreign income, future GILTI  inclusions,  new categories of foreign  tax credits). Since,
as discussed herein, the Company has  recorded  provisional amounts related to certain portions
of the Tax Act, any corresponding determination of the need for or change in a valuation
allowance is also provisional. Prior to 2017, the  Company had recorded valuation allowances
for certain tax attributes that the Company estimated were not  more likely  than not to be
utilized prior to their expiration. Based on a preliminary  review  of  its  2017 and future taxable
income, the Company has recorded a  provisional release of valuation allowance in the amount
of $10.5 million with a corresponding  deferred tax benefit.

The Company’s accounting for the following elements of the Tax Act is incomplete, and it has  not

yet been able to make reasonable estimates of the effects  of these items. Therefore, no provisional
amounts were recorded.

Global intangible low taxed income (‘‘GILTI’’): The Tax Act creates a new requirement that
certain income (i.e., GILTI) earned by foreign subsidiaries must be included currently  in the
gross income of the U.S. shareholder. Due to the complexity  of the new GILTI tax rules, the
Company is continuing to evaluate this provision of  the Tax  Act and the application of
ASC 740. Under U.S. GAAP, the Company is permitted  to make an accounting  policy  election
to either treat taxes due on future inclusions in U.S.  taxable income related to GILTI  as a
current-period expense when incurred  or to factor such amounts into  the Company’s
measurement of its deferred taxes. The Company has not yet completed  its analysis of the
GILTI tax rules and is not yet able to  reasonably  estimate the effect of this provision of the
Tax  Act or make an accounting policy election for the ASC 740 treatment of the GILTI tax.
Therefore, the Company has not recorded any amounts  related to potential GILTI  tax in  its
financial statements and has not yet made a policy decision  regarding whether to record
deferred taxes on GILTI.

Indefinite reinvestment assertion: Beginning in 2018, the Tax Act provides a  100% deduction
for dividends received from 10-percent owned foreign corporations by U.S. corporate
shareholders, subject to a one-year holding  period. Although  dividend  income is now exempt
from U.S. federal tax in the hands of  the U.S.  corporate shareholders, companies must still
apply the guidance of ASC 740-30-25-18 to account  for  the tax consequences of outside  basis
differences and other tax impacts of their  investments in  non-U.S. subsidiaries.  While  the
Company has accrued the Transition Tax on the deemed repatriated earnings  that  were
previously indefinitely reinvested, the Company  was unable  to  determine  a reasonable estimate
of the remaining tax liability, if any, under  the Tax Act for  its remaining outside basis

F-44

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

16. Income Taxes (Continued)

differences or evaluate how the Tax Act will  affect the Company’s existing accounting  position
to indefinitely reinvest unremitted foreign  earnings.  Therefore, the Company has  not  included
a provisional amount for this item in its financial  statements for fiscal 2017.  The Company will
record amounts as needed for this item  beginning  in  the first reporting  period during the
measurement period in which the Company  obtains necessary information and is able to
analyze and prepare a reasonable estimate.

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

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

Year Ended

December 30,
2017

December 31,
2016

January 2,
2016

$ 9,700
67,203

$76,903

$ 4,313
60,183

$64,496

$ 2,249
28,014

$30,263

The provision for income taxes consists of the following (in thousands):

Year Ended

December 30,
2017

December 31,
2016

January 2,
2016

Current:

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

$ 48,947
7,077

Total Current . . . . . . . . . . . . . . . . . . . . . . .

56,024

$ 2,639
4,421

7,060

$

951
3,015

3,966

Deferred:

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

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

(25,760)
(453)

(26,213)

(2,430)
(1,628)

(4,058)

(5,825)
2,536

(3,289)

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

$ 29,811

$ 3,002

$

677

The current domestic provision for income  taxes of $48.9 million includes a one-time  amount
payable for the net Transition Tax of  $42.6 million. Under the provisions of  the Tax Act, a company is
permitted to elect to pay this liability over  an eight year period without interest. The Company plans  to
make that election. The Company currently estimates that  $3.4 million of  this Transition Tax  liability
will be paid within the next twelve months.

F-45

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

16. Income Taxes (Continued)

The reconciliation of the federal statutory  tax  rate to the  Company’s effective tax rate is as follows:

Year Ended

December 30,
2017

December 31,
2016

January 2,
2016

Federal statutory rate . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . .
Foreign tax rate benefit
Research and development tax credits . . . . . . .
Release of prior year unrecognized tax benefits
Excess officer compensation . . . . . . . . . . . . . .
Change in cost-sharing treatment of stock-

based compensation . . . . . . . . . . . . . . . . . .
Excess tax benefit of stock-based  compensation
Change in prior period valuation  allowance . . .
.
Transition tax on unremitted foreign earnings
Revaluation of deferred tax balances . . . . . . . .
Other deferred tax impacts of tax reform . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

35.0%
(25.2)
(4.5)
(0.6)
1.5

5.2
(5.6)
(1.3)
70.8
28.2
(64.8)
0.1

35.0%
(27.2)
(4.1)
(1.7)
1.4

(0.5)
—
(0.6)
—
—
—
2.4

35.0%
(30.7)
(5.6)
(1.9)
3.2

(7.1)
—
8.8
—
—
—
0.5

Effective Tax Rate . . . . . . . . . . . . . . . . . . . . .

38.8%

4.7%

2.2%

The effective tax rate for fiscal 2017  increased from fiscal  2016 primarily due to the one-time
Transition Tax on unrepatriated earnings of certain foreign  subsidiaries  as a result  of the enactment of
the Tax Act. Additional tax expense was also recognized for the revaluation  of  the Company’s  deferred
tax assets and liabilities. These increases in tax expense were partially offset by the release of a
deferred tax liability related to future foreign earnings expected under  the Company’s  intercompany
cost-sharing arrangement, as well as  a decrease  in the valuation allowance established on federal
research and development tax credits.

The effective tax rate for fiscal 2016  increased from fiscal  2015 primarily due to fiscal 2015

including a net benefit from a change  in  the tax  accounting treatment  of  stock-based compensation in a
cost-sharing arrangement following a  U.S. Tax Court case  (Altera). The increase in the effective tax
rate was offset by a reduction in the  prior period valuation allowance.

On July 27, 2015, the U.S. Tax Court  (the  ‘‘Court’’) issued an  opinion in Altera Corp. v.
Commissioner related to the treatment of  stock-based compensation expense in an intercompany
cost-sharing arrangement. A final decision was entered by  the Court  on  December 1,  2015. In its
opinion, the Court accepted Altera’s  position of excluding  stock-based compensation  from its
cost-sharing arrangement and concluded that the related U.S.  Treasury  Regulations  were invalid. In
February 2016, the U.S. Internal Revenue Service (the ‘‘IRS’’) appealed  the decision to the  U.S Court
of Appeals for the Ninth Circuit. Although the IRS has appealed the decision, and the U.S. Treasury
has not withdrawn the requirement to  include  stock-based  compensation  from its regulations, based on
the facts and circumstances of the Tax  Court  Case, the Company believes that it is more  likely than not
that the Tax Court decision will be upheld. As of the end of fiscal 2017,  after  revaluation  to  the new
U.S. federal tax rate under the Tax Act, the Company’s  financial statements reflect a deferred tax  asset
for this item of $22.0 million. Also as a result of the enactment of the Tax Act, the  Company has

F-46

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

16. Income Taxes (Continued)

reversed the deferred tax liability of $39.4  million  it had previously recorded  for the  U.S. tax cost  of
potential repatriation of the associated  foreign earnings. The Company will  continue to monitor
ongoing developments and potential impacts to its Consolidated  Financial Statements.

The Company’s operations in Singapore are subject to reduced tax rates  through June 30, 2019, as

long as certain conditions are met. Without the impact of the one-time Transition Tax, the income tax
benefit from the reduced Singapore tax  rate reflected in earnings was approximately $11.0 million
(representing $0.25 per diluted share)  in  fiscal  2017, approximately $7.7 million  (representing $0.18 per
diluted share) in fiscal 2016 and approximately $14.4 million (representing $0.34 per diluted share) in
fiscal 2015.

Deferred Income Taxes

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. Significant components  of the
Company’s deferred taxes as of December  30, 2017  and December 31, 2016 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 . . . . . . . .
Expected future cost-sharing adjustment . . . . . . . . . . . .
Accrued liabilities and other . . . . . . . . . . . . . . . . . . . .

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

Deferred tax liabilities:

Acquired intangible assets . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . .
Unremitted foreign earnings for expected  future

cost-sharing adjustment

. . . . . . . . . . . . . . . . . . . . . .
Convertible debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other . . . . . . . . . . . . . . . . . . . . .

December 30,
2017

December 31,
2016

$12,925
12,322
5,256
3,468
7,070
19,961
8,620

69,622
(6,518)

63,104

13,884
1,274

—
10,351
1,421

26,930

$ 21,187
15,068
7,396
6,802
9,338
29,719
11,321

100,831
(12,361)

88,470

25,785
2,939

31,165
—
3,069

62,958

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

$36,174

$ 25,512

As of December 30, 2017, the Company had federal net  operating loss and  research  and

development tax credit carryforwards of  approximately $37.5  million  and $1.9 million,  respectively, as a
result of the Silicon Clocks, Spectra Linear  and  Ember  acquisitions. These  carryforwards expire in fiscal

F-47

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

16. Income Taxes (Continued)

years 2020 through 2031. 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 30, 2017, the Company had foreign net  operating  loss carryforwards of

approximately $9.6 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, state tentative minimum tax credit, and research and

development tax credit carryforwards of  approximately $44.1  million, $0.1 million, and $13.4 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, Ember and
Zentri acquisitions. Certain of these carryforwards expire  in fiscal years 2018 through 2036, 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.

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. As of December 30, 2017, the Company  maintains a
valuation allowance with respect to certain deferred  tax  assets relating primarily to state  research  and
development tax credit and net operating  loss  carryforwards.

Uncertain Tax Positions

The following table summarizes the activity related to gross 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 as a result of a

Year Ended

December 30,
2017

December 31,
2016

January 2,
2016

$3,054

$ 3,610

$3,929

456

114

439

99

432

—

lapse of the applicable statute of limitations .

(437)

(1,094)

(751)

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

$3,187

$ 3,054

$3,610

As of December 30, 2017, December 31, 2016 and January 2,  2016, the  Company had gross

unrecognized tax benefits of $3.2 million, $3.0 million and $3.6  million, respectively, of which
$3.2 million, $2.2 million and $3.2 million, respectively,  would affect the effective tax rate  if  recognized.

The Company recognizes interest and penalties related to unrecognized tax benefits in the
provision  for income taxes. These amounts  were not material  for fiscal years  2017, 2016 and 2015.

The Norwegian Tax Administration (‘‘NTA’’) has completed its examination of the Company’s

Norwegian subsidiary for income tax matters  relating to fiscal years 2013, 2014, 2015  and 2016.  The
Company received a final assessment  from the NTA in December 2017 concerning an adjustment  to  its

F-48

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

16. Income Taxes (Continued)

2013 taxable income related to the pricing  of  an intercompany transaction. The adjustment to 2013
taxable income would result in additional  Norwegian tax  of approximately $30.0  million, excluding
interest and penalties. The Company disagrees  with  the NTA’s assessment  and believes the Company’s
position on this matter is more likely than  not  to  be  sustained. The  Company plans to exhaust all
available administrative remedies, and if  unable to resolve this matter through administrative remedies
with the NTA, the Company plans to pursue judicial remedies.  The Company believes  that  it is likely
that the NTA will request a payment of approximately $15 million in  2018 during the appeal process.

The Company believes that it has accrued  adequate reserves related to all matters contained in tax

periods open to examination. Should the Company experience an unfavorable  outcome in the NTA
matter; however, such an outcome could have a material  impact on its financial statements.

Tax  years 2013 through 2017 remain open to examination by the  major taxing jurisdictions to which

the Company is subject. The Company  is  not currently under audit in any major taxing jurisdiction,
except Norway.

The Company believes it is reasonably possible that the gross unrecognized tax benefits will
decrease by approximately $1.8 million in the next 12 months  due to the lapse of the  statute of
limitations applicable to tax deductions  and  tax  credits claimed on prior  year  tax returns.

17. Segment Information

The Company has one operating segment,  mixed-signal  analog intensive products, 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 four categories, based on the markets and applications in

which  the products may be used. The following  summarizes the  Company’s revenue by product
category (in thousands):

Year Ended

December 30,
2017

December 31,
2016

January 2,
2016

Internet of Things . . . . . . . . . . . . . . . . . . . . .
Broadcast
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Infrastructure . . . . . . . . . . . . . . . . . . . . . . . . .
Access . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$395,012
152,980
152,158
68,717

$314,614
157,746
147,677
77,589

$262,329
161,787
121,974
98,736

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

$768,867

$697,626

$644,826

F-49

Silicon Laboratories Inc.
Notes to Consolidated Financial Statements
December 30, 2017 (Continued)

17. Segment Information (Continued)

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 30,
2017

December 31,
2016

January 2,
2016

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

$112,574
307,748
348,545

$ 94,583
291,974
311,069

$ 96,959
281,306
266,561

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

$768,867

$697,626

$644,826

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

thousands):

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

$119,746
7,936

$124,163
5,396

Total

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

$127,682

$129,559

December 30,
2017

December 31,
2016

F-50

Supplementary Financial Information  (Unaudited)

Quarterly financial information for fiscal 2017 and 2016  is as  follows. All  quarterly periods

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

Fiscal 2017

Fourth
Quarter

Third
Quarter

Second
Quarter

First
Quarter

Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$201,018
119,264
26,390

$198,723
116,574
24,968
$ (4,852) $ 19,949

$190,098
113,192
20,934
$ 16,569

$179,028
105,161
12,682
$ 15,426

Earnings (loss) per share:

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

$
$

(0.11) $
(0.11) $

0.47
0.46

$
$

0.39
0.38

$
$

0.37
0.36

Fiscal 2016

Fourth
Quarter

Third
Quarter

Second
Quarter

First
Quarter

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

$182,610
109,476
20,083
$ 20,109

$178,083
108,203
21,732
$ 20,018

$174,908
108,294
17,614
$ 15,559

$162,025
95,531
6,848
5,808

$

Earnings per share:

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

$
$

0.48
0.47

$
$

0.48
0.47

$
$

0.37
0.37

$
$

0.14
0.14

(This page has been left blank intentionally.)

Supplementary Financial Information
to the Annual Report

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

(This page has been left blank intentionally.)

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 30,  2017

Non-GAAP Income
Statement Items

GAAP

Stock

GAAP

Percent of Compensation

Measure Revenue

Expense*

Intangible
Asset
Amortization*

Revenues . . . . . . . . . . $768,867

Income
Acquisition Non-cash
Interest
Tax
Expense* Adjustments Measure

Non-GAAP
Non-GAAP Percent of
Revenue

Related
Items*

Gross  margin . . . . . . . .

454,191

59.1%

$ 1,090

$ —

$ 124

$ —

$ —

$455,405

59.2%

Research and

development . . . . . . .

209,491

27.2%

21,771

20,075

356

Selling, general and

administrative . . . . . .

159,726

20.8%

Operating expenses . . . .

369,217

48.0%

Operating income . . . . .

84,974

11.1%

Net  income . . . . . . . . .

47,092

6.1%

21,891

43,662

44,752

44,752

6,546

26,621

26,621

26,621

1,101

1,457

1,581

1,581

—

—

—

—

—

—

—

—

167,289

21.8%

130,188

297,477

157,928

16.9%

38.7%

20.5%

18.4%

6,834

14,304

141,184

Diluted shares

outstanding . . . . . . .

43,332

—

—

—

—

—

43,332

Diluted earnings per

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

1.09

*

Represents pre-tax amounts

$

3.26

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

Three Months Ended
December 30, 2017

Non-GAAP  Income
Statement  Items

GAAP

Percent  of Compensation

Measure Revenue

Expense*

GAAP

Stock

Intangible
Asset
Amortization*

Revenues

. . . . . . . . $201,018

Income
Acquisition Non-cash
Interest
Tax
Expense* Adjustments Measure

Non-GAAP
Non-GAAP Percent of
Revenue

Related
Items*

Gross margin . . . . . .

119,264

59.3%

$

287

$ —

$ —

$ —

$ —

$119,551

59.5%

Research  and

development

. . . . .

52,735

26.2%

5,611

4,943

—

Selling, general and

administrative . . . .

40,139

20.0%

Operating expenses

. .

92,874

46.2%

Operating income . . .

26,390

13.1%

Net income (loss)

. . .

(4,852)

(2.4)%

5,847

11,458

11,745

11,745

1,647

6,590

6,590

6,590

(110)

(110)

(110)

(110)

—

—

—

—

—

—

—

—

2,748

24,631

42,181

21.0%

32,755

74,936

44,615

40,752

16.3%

37.3%

22.2%

20.3%

GAAP
Measure

Diluted shares

outstanding . . . . . .

42,656

Diluted earnings

per share . . . . . . . $

(0.11)

*

Represents pre-tax  amounts

Dilutive  Securities Excluded From GAAP Measure Due to Net Loss

1,088

Three Months Ended
September 30, 2017

Non-GAAP
Measure

43,744

$

0.93

Non-GAAP Income
Statement Items

GAAP

Percent  of Compensation

Measure Revenue

Expense*

GAAP

Stock

Intangible
Asset
Amortization*

Revenues

. . . . . . . . $198,723

Income
Acquisition Non-cash
Interest
Tax
Expense* Adjustments Measure

Non-GAAP
Non-GAAP Percent of
Revenue

Related
Items*

Gross margin . . . . . .

116,574

58.7%

$

281

$ —

$ —

$ —

$ —

$116,855

58.8%

Research and

development

. . . . .

52,000

26.2%

5,411

5,187

Selling, general and

administrative . . . .

39,606

19.9%

Operating expenses

. .

91,606

46.1%

Operating income . . .

24,968

12.6%

Net income . . . . . . .

19,949

10.0%

5,663

11,074

11,355

11,355

1,647

6,834

6,834

6,834

Diluted shares

outstanding . . . . . .

43,374

—

—

—

161

161

161

161

—

Diluted earnings per

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

0.46

*

Represents pre-tax  amounts

—

—

—

—

—

—

—

—

2,674

(1,796)

41,402

20.8%

32,135

73,537

43,318

39,177

16.2%

37.0%

21.8%

19.7%

—

—

43,374

$

0.90

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

Three Months Ended
July 1, 2017

Non-GAAP Income
Statement Items

GAAP

Percent  of Compensation

Measure Revenue

Expense*

GAAP

Stock

Intangible
Asset
Amortization*

Revenues

. . . . . . . . $190,098

Income
Acquisition Non-cash
Interest
Tax
Expense* Adjustments Measure

Non-GAAP
Non-GAAP Percent of
Revenue

Related
Items*

Gross  margin . . . . . .

113,192

59.5%

$

264

$ —

$ —

$ —

$ —

$113,456

59.7%

Research and

development

. . . . .

52,432

27.6%

5,503

5,048

Selling, general and

administrative . . . .

39,826

20.9%

Operating expenses

. .

92,258

48.5%

Operating income . . .

20,934

11.0%

Net income . . . . . . .

16,569

8.7%

5,399

10,902

11,166

11,166

1,647

6,695

6,695

6,695

Diluted shares

outstanding . . . . . .

43,178

—

—

—

234

234

234

234

—

Diluted earnings per

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

0.38

*

Represents pre-tax  amounts

—

—

—

—

—

—

—

—

2,640

(3,319)

41,881

22.1%

32,546

74,427

39,029

33,985

17.1%

39.2%

20.5%

17.9%

—

—

43,178

$

0.79

Three Months Ended
April 1, 2017

Non-GAAP Income
Statement Items

GAAP

Percent  of Compensation

Measure Revenue

Expense*

GAAP

Stock

Intangible
Asset
Amortization*

Revenues

. . . . . . . . $179,028

Acquisition Non-cash
Income
Tax
Interest
Expense* Adjustments Measure

Non-GAAP
Non-GAAP Percent of
Revenue

Related
Items*

Gross margin . . . . . .

105,161

58.7%

$

258

$ —

$ 124

$ —

$ —

$105,543

59.0%

Research and

development

. . . . .

52,324

29.2%

5,246

4,897

356

Selling, general and

administrative . . . .

40,155

22.4%

Operating expenses

. .

92,479

51.6%

Operating income . . .

12,682

Net income . . . . . . .

15,426

7.1%

8.6%

4,982

10,228

10,486

10,486

Diluted shares

1,605

6,502

6,502

6,502

816

1,172

1,296

1,296

—

—

—

—

—

—

—

—

(1,228)

(5,212)

41,825

23.4%

32,752

74,577

30,966

27,270

18.3%

41.7%

17.3%

15.2%

outstanding . . . . . .

43,030

—

—

—

—

—

43,030

Diluted earnings per

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

0.36

*

Represents pre-tax  amounts

$

0.63

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

Year Ended
December  31,  2016

Non-GAAP Income
Statement Items

GAAP

Percent  of Compensation

Measure Revenue

Expense*

GAAP

Stock

Intangible
Asset
Amortization*

Acquisition
Related
Items*

Non-GAAP
Termination Income  Tax Non-GAAP Percent  of
Revenue
Adjustments Measure

Costs*

Revenues

. . . . . . . . $697,626

Gross margin . . . . . .

421,504

60.4%

$ 1,070

$

909

$ 427

$ —

$

Research and

development . . . . .

199,744

28.6%

19,573

20,090

(231)

236

Selling, general and

administrative . . . .

155,483

22.3%

Operating expenses . .

355,227

50.9%

Operating income . . .

66,277

Net income . . . . . . .

61,494

9.5%

8.8%

18,985

38,558

39,628

39,628

5,780

25,870

26,779

26,779

Diluted shares

outstanding . . . . . .

42,376

—

—

569

337

764

764

—

Diluted earnings per

share . . . . . . . . . $

1.45

*

Represents pre-tax amounts

—

—

—

—

—

$423,910

60.8%

160,076

22.9%

128,689

288,765

135,145

18.5%

41.4%

19.4%

16.9%

(12,716)

117,646

1,460

1,697

1,697

1,697

—

—

42,376

$

2.78

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

Three Months Ended
December 31, 2016

Non-GAAP  Income
Statement  Items

GAAP

Percent  of Compensation

Measure Revenue

Expense*

GAAP

Stock

Intangible
Asset
Amortization*

Acquisition
Related
Items*

Termination
Costs*

Non-GAAP
Income  Tax Non-GAAP Percent of
Revenue
Adjustments Measure

Revenues . . . . . . $182,610

Gross  margin . . . .

109,476

60.0%

$ 264

$ —

$ —

$ —

$ —

$109,740

60.1%

Research  and

development . . .

50,626

27.7%

4,879

4,601

(232)

Selling, general and
administrative . .

38,767

21.3%

Operating expenses

89,393

49.0%

Operating income .

20,083

11.0%

Net income . . . . .

20,109

11.0%

Diluted shares

outstanding . . .

42,728

Diluted earnings

per share . . . . . $

0.47

*

Represents pre-tax  amounts

4,429

9,308

9,572

9,572

—

1,522

6,123

6,123

6,123

—

282

50

50

50

—

—

742

742

742

742

—

—

—

—

—

(4,585)

41,378

22.7%

31,792

73,170

36,570

32,011

17.4%

40.1%

20.0%

17.5%

—

42,728

$

0.75

Non-GAAP Income
Statement Items

GAAP

Percent  of Compensation

Measure Revenue

Expense*

GAAP

Stock

Intangible
Asset
Amortization*

Acquisition
Related
Items*

Termination
Costs*

Non-GAAP
Income Tax Non-GAAP Percent of
Revenue
Adjustments Measure

Revenues . . . . . . $178,083

Gross margin . . . .

108,203

60.8%

$ 272

$ 130

$ —

$ —

$ —

$108,605

61.0%

Three Months Ended
October 1, 2016

Research and

development . . .

48,437

27.2%

4,580

Selling, general and
administrative . .

38,034

21.4%

Operating expenses

86,471

48.6%

Operating income .

21,732

12.2%

Net income . . . . .

20,018

11.2%

Diluted shares

outstanding . . .

42,307

Diluted earnings

per share . . . . . $

0.47

*

Represents pre-tax  amounts

4,343

8,923

9,195

9,195

—

4,257

1,420

5,677

5,807

5,807

—

—

311

311

311

311

—

—

552

552

552

552

—

—

—

—

—

(3,467)

39,600

22.2%

31,408

71,008

37,597

32,416

17.7%

39.9%

21.1%

18.2%

—

42,307

$

0.77

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

Three Months Ended
July 2, 2016

Non-GAAP  Income
Statement  Items

GAAP

Percent  of Compensation

Measure Revenue

Expense*

GAAP

Stock

Intangible
Asset
Amortization*

Acquisition
Related
Items*

Non-GAAP
Termination Income Tax Non-GAAP Percent of
Revenue
Adjustments Measure

Costs*

Revenues . . . . . . . $174,908

Gross  margin . . . .

108,294

61.9%

$

269

$ 389

$—

$ —

$ —

$108,952

62.3%

Research  and

development

. . .

51,635

29.5%

5,205

5,616

Selling, general and

administrative . . .

39,045

22.3%

Operating expenses .

90,680

51.8%

Operating income . .

17,614

10.1%

Net income . . . . .

15,559

8.9%

5,044

10,249

10,518

10,518

1,419

7,035

7,424

7,424

Diluted shares

outstanding . . . .

42,284

—

—

—

—

—

—

—

—

236

63

299

299

299

—

Diluted earnings per

share . . . . . . . . $

0.37

*

Represents pre-tax  amounts

—

—

—

—

(2,046)

40,578

23.2%

32,519

73,097

35,855

31,754

18.6%

41.8%

20.5%

18.2%

—

42,284

$

0.75

Non-GAAP Income
Statement Items

GAAP

Percent  of Compensation

Measure Revenue

Expense*

GAAP

Stock

Intangible
Asset
Amortization*

Acquisition
Related
Items*

Non-GAAP
Termination Income Tax Non-GAAP Percent of
Revenue
Adjustments Measure

Costs*

Revenues . . . . . . . $162,025

Gross margin . . . .

95,531

59.0%

$

266

$ 390

$426

$ —

$ —

$96,613

59.6%

Three Months Ended
April 2, 2016

Research and

development

. . .

49,046

30.3%

4,910

5,616

Selling, general and

administrative . . .

39,637

24.5%

Operating expenses .

88,683

54.8%

Operating income . .

Net income . . . . .

6,848

5,808

4.2%

3.6%

5,168

10,078

10,344

10,344

1,419

7,035

7,425

7,425

Diluted shares

outstanding . . . .

42,199

—

—

—

(24)

(24)

402

402

—

—

104

104

104

104

—

Diluted earnings per

share . . . . . . . . $

0.14

*

Represents pre-tax  amounts

—

—

—

—

(2,618)

38,520

23.8%

32,970

71,490

25,123

21,465

20.3%

44.1%

15.5%

13.2%

—

42,199

$

0.51

Silicon Labs is a leading provider of  
silicon, software and solutions for a  
smarter, more connected world.

Founded in 1996 and headquartered in Austin, Texas, Silicon Labs has more than 1,600 patents issued or pending.  
The company’s common stock is traded on the NASDAQ exchange under the ticker symbol “SLAB.”

ethics in
business
 & community
AWA RD

AUG 2017 - AUG 2018

Board of Directors

Executive Officers

Corporate Information

Tyson Tuttle 
President and  
Chief Executive Officer

John Hollister 
Senior Vice President and  
Chief Financial Officer 

Brandon Tolany 
Senior Vice President of  
Worldwide Sales

Sandeep Kumar, PhD 
Senior Vice President of 
Worldwide Operations

Alessandro Piovaccari, PhD 
Senior Vice President and  
Chief Technical Officer 

Nav S. Sooch 
Chief Executive Officer,  
Ketra

Tyson Tuttle 
President and  
Chief Executive Officer,  
Silicon Labs 

Bill Bock 
Independent Director

Jack Lazar 
Independent Director

Gregg Lowe 
President and  
Chief Executive Officer,  
Cree 

Nina Richardson 
Independent Director

Sumit Sadana 
Executive Vice President and 
Chief Business Officer,  
Micron Technology

Bill Wood 
General Partner, 
Silverton Partners

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.

Stock Data  
As of 1/22/2018, there were 72 
holders of record, holding a total 
of 42,708,559 shares. The table 
below shows the high and low per-
share sales prices of our common 
stock for the periods indicated, as 
reported by NASDAQ.

Legal Counsel 
DLA Piper US LLP 
401 Congress Avenue,  
Suite 2500 
Austin, Texas, 78701 USA

Independent Registered Public 
Accounting Firm 
Ernst & Young LLP 
401 Congress Avenue,  
Suite 1800 
Austin, Texas, 78701 USA

Transfer Agent and Registrar 
American Stock Transfer &  
Trust Company 
59 Maiden Lane 
Plaza Level  
New York, New York, 10038 USA 
+1 800-937-5449

High

Low

$75.60

$63.15

$78.45

$66.85

$81.95

$66.35

$96.93

$80.17

Q1

Q2

Q3

Q4

Annual Meeting 
The Silicon Laboratories Inc. 
annual meeting will be held on 
Thursday, April 19, 2018 at 9:00 
a.m. Central Time at the Lady Bird 
Johnson Wildflower Center,  
4801 La Crosse Avenue,  
Austin, Texas, 78739 USA

Investor Relations 
For more information about 
Silicon Labs, please visit our 
website at www.silabs.com, or 
contact:

Investor Relations  
Silicon Labs 
400 West Cesar Chavez Street 
Austin, Texas, 78701 USA 
+1 512-416-8500 
investor.relations@silabs.com 

Designed by Make It So Design, Austin, Texas 

 
 
Silicon, software and solutions for a smarter, more connected world.