8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 31, 2007

SILICON LABORATORIES INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-29823	74-2793174
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

400 West Cesar Chavez, Austin, TX	78701
(Address of Principal Executive Offices)	(Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition

On January 31, 2007, Silicon Laboratories Inc. (“Silicon Laboratories”) issued a press release describing its results of operations for its fiscal quarter and year ended December 30, 2006.  A copy of the press release is attached as Exhibit 99 to this report.

Item 9.01.  Financial Statements and Exhibits

(d) Exhibits.

99  Press Release of Silicon Laboratories Inc. dated January 31, 2007.

Use of Non-GAAP Financial Information

From time to time, Silicon Laboratories provides certain non-GAAP financial measures as additional information relating to its operating results.  The non-GAAP financial measurements provided in the press release furnished herewith do not replace the presentation of Silicon Laboratories’ GAAP financial results. These additional 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. Silicon Laboratories has chosen to provide this information to investors because it believes that such supplemental information enables them to perform meaningful comparisons of past, present and future operating results, and as a means to highlight the results of core ongoing operations.

Pursuant to the requirements of Regulation G, we have provided in the press release furnished with this report a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  The information contained therein and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Silicon Laboratories, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SILICON LABORATORIES INC.
January 31, 2007	/s/ Paul V. Walsh, Jr.
Date	Paul V. Walsh, Jr. Vice President of Finance (Principal Accounting Officer)

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EXHIBIT INDEX

Exhibit No.	Description
99	Press release dated January 31, 2007 of the Registrant

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EX-99

Exhibit 99

SILICON LABORATORIES ANNOUNCES FOURTH QUARTER RESULTS

AUSTIN, Texas — January 31, 2007 — Silicon Laboratories Inc. (Nasdaq: SLAB), a leader in high-performance, analog-intensive, mixed-signal integrated circuits (ICs), today reported fourth quarter revenue of $111 million.

Fourth Quarter Financial Highlights

Gross margin for the fourth quarter was 53.4 percent, which was above the company’s previously stated guidance range of 52 to 53 percent. GAAP operating income was $2.6 million. Non-GAAP operating income was $12.7 million, or 11.4 percent of revenue. GAAP net income for the fourth quarter was $5.2 million, or $0.09 per fully diluted share. Non-GAAP net income, excluding certain charges, was $13.5 million, or $0.24 per fully diluted share. The reconciling charges are set forth in the reconciliation of GAAP to non-GAAP financial measures table included below.

The company’s balance sheet continued to be strong with cash, cash equivalents and short-term investments totaling approximately $386 million at December 30, 2006. During the quarter, the company repurchased shares of its common stock under its repurchase program at a cost of approximately $15 million.

“We achieved year-over-year revenue growth while managing through multiple product transitions in our mobile handset business and experiencing an overall industry slowdown in the second half of the year,” said Necip Sayiner, President and CEO of Silicon Laboratories. “We continue to create a diverse set of growth drivers within our business and execute on our new product introductions in our effort to drive double digit growth in 2007.”

Business Summary

During the fourth quarter, the company experienced strong demand for its Broadcast products, in particular FM tuners and satellite receivers.  The broad-based mixed-signal business experienced a slight decline on a sequential basis due to lower modem shipments.

The mobile handset business performed within the company’s guidance for the fourth quarter.    Silicon Laboratories experienced a decline in the total GSM/GPRS transceiver shipments, which was largely offset by the increase in EDGE transceiver shipments, initial AeroFONE™ revenue and FM tuner growth.

Business Outlook

For the first quarter of 2007, the company anticipates revenue to be in a range of $106 to $111 million.

Webcast and Conference Call

A conference call discussing the fourth quarter results will follow this press release today at 7:30 a.m. Central Time.  An audio webcast will be available simultaneously on Silicon Laboratories’ website under Investor Relations (www.silabs.com).  A replay will be available after the call at the same website listed above or by calling 800-801-6154 or +1-402-280-1615 (international). Replays will be available through February 14, 2007.

About Silicon Laboratories Inc.

Silicon Laboratories Inc. is a leading designer of high-performance, analog-intensive, mixed-signal integrated circuits (ICs) for a broad range of applications. Silicon Laboratories’ diverse portfolio of highly integrated, patented solutions is developed by a world-class engineering team with decades of cumulative expertise in cutting-edge mixed-signal design. The company has design, engineering, marketing, sales and applications offices throughout North America, Europe and Asia. For more information about Silicon Laboratories, please visit www.silabs.com.

Forward Looking Statements

This press release contains forward-looking statements based on Silicon Laboratories’ current expectations. The words “believe,” “estimate,” “expect,” “intend,” “anticipate,” “plan,” “project,” “will” and similar phrases as they relate to Silicon Laboratories are intended to identify such forward-looking statements. These forward-looking statements reflect the current views and assumptions of Silicon Laboratories and are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. Among the factors that could cause actual results to differ materially from those in the forward-looking statements are the following: risks that Silicon Laboratories may not be able to maintain its historical growth; quarterly fluctuations in revenues and operating results; volatile stock price; average selling prices of products may decrease significantly and rapidly, dependence on a limited number of products and customers; risks associated with shifting market demand from GSM/GPRS to EDGE and WCDMA; difficulties developing new products that achieve market acceptance; risks that

Silicon Laboratories may not be able to manage strains associated with its growth; dependence on key personnel; difficulties managing our manufacturers and subcontractors; difficulties managing international activities; credit risks associated with our accounts receivable; geographic concentration of manufacturers, assemblers, test service providers and customers in the Pacific Rim that subjects Silicon Laboratories’ business and results of operations to risks of natural disasters, epidemics, war and political unrest; product development risks; inventory-related risks; intellectual property litigation risks; risks associated with acquisitions; the competitive and cyclical nature of the semiconductor industry and other factors that are detailed in Silicon Laboratories’ filings with the SEC. 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.

Note to editors: Silicon Laboratories, Silicon Labs, AeroFONE and the Silicon Labs logo are trademarks of Silicon Laboratories Inc. All other product names noted herein may be trademarks of their respective holders.

Investor Contact:

Kellie Nugent

Director, Investor Relations

Shelton Group for Silicon Laboratories

972-239-5119 x 125

knugent@sheltongroup.com

Media Contact:

Kirstan Ryan

Public Relations Manager

Silicon Laboratories

512.416.8500

kirstan.ryan@silabs.com

(Financial Tables to Follow)

Consolidated Statements of Income
(in thousands, except per share data)

		Three Months Ended						Twelve Months Ended
		December 30, 2006			December 31, 2005			December 30, 2006			December 31, 2005
		(Unaudited)			(Unaudited)			(Unaudited)
Revenues		$	111,012		$	109,856		$	464,597		$	425,689
Cost of revenues		51,778			49,499			208,217			193,904
Gross profit		59,234			60,357			256,380			231,785
Operating expenses:
Research and development		32,419			23,692			121,707			101,222
Selling, general and administrative		24,185			18,898			102,358			72,553
In-process research and development	&nbs p;	—			—			3,200			—
Operating expenses		56,604			42,590			227,265			173,775
Operating income		2,630			17,767			29,115			58,010
Other income (expense):
Interest income		3,394			2,743			13,745			8,285
Interest expense		(237		)	(191		)	(872		)	(322		)
Other income (expense), net		400			(91		)	744			(332		)
Income before income taxes		6,187			20,228			42,732			65,641
Provision for income taxes		964			4,965			11,574			18,135
	< /p>
Net income		$	5,223		$	15,263		$	31,158		$	47,506
Net income per share:
Basic		$	0.10		$	0.28		$	0.56		$	0.89
Diluted		$	0.09		$	0.27		$	0.54		$	0.86
Weighted-average common shares outstanding:
Basic		54,715			54,210			55,346			53,399
Diluted		56,109			56,206			57,201			55,485

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

	Three Months Ended
	December 30, 2006			December 31, 2005
GAAP operating income	$	2,630		$	17,767
Stock compensation adjustments:
Cost of revenues	311			58
Research and development	5,157			1,081
Selling, general and administrative	4,610			1,520
Non-GAAP operating income	$	12,708		$	20,426
Non-GAAP operating income%	11.4		%	18.6		%

	Three Months Ended
	December 30, 2006			December 31, 2005
GAAP net income	$	5,223		$	15,263
Stock compensation adjustments:
Cost of revenues	311			58
Research and development	5,157			1,081
Selling, general and administrative	4,610			1,520
Provision for income taxes	(1,781		)	(890		)
Non-GAAP net income	$	13,520		$	17,032
GAAP diluted shares outstanding	56,109			56,206
Non-GAAP diluted net income per share	$	0.24		$	0.30

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

	December 30, 2006		December 31, 2005
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	68,188	$	100,504
Short-term investments	318,104		263,206
Accounts receivable, net of allowance for doubtful accounts of$548 at December 30, 2006 and $1,088 at December 31, 2005	49,701		56,883
Inventories	40,282		23,132
Deferred income taxes	13,330		11,505
Prepaid expenses and other	14,102		9,670
Total current assets	503,707		464,900
Property, equipment and software, net	43,321		32,584
Goodwill	78,224		62,877
Other intangible assets, net	21,970		14,838
Other assets, net	39,773		25,863
Total assets	$	686,995	$	601,062
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	36,396	$	43,846
Accrued expenses	27,929		16,129
Deferred income on shipments to distributors	22,234		17,273
Income taxes payable	15,063		18,348
Total current liabilities	101,622		95,596
Long-term obligations and other liabilities	16,691		7,418
Total liabilities	118,313		103,014
Commitments and contingencies
Stockholders’ equity:
Preferred stock—$0.0001 par value; 10,000 shares authorized; noshares issued and outstanding	—		—
Common stock—$0.0001 par value; 250,000 shares authorized;54,802 and 54,530 shares issued and outstanding atDecember 30, 2006 and December 31, 2005, respectively	5		5
Additional paid-in capital	373,655		335,284
Deferred stock compensation	—		(1,105		)
Retained earnings	195,022		163,864
Total stockholders’ equity	568,682		498,048
Total liabilities and stockholders’ equity	$	686,995	$	601,062

Certain prior period amounts have been reclassified to conform to the current period presentation.

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