UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 4, 2009
Or
o	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	74-2793174
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
400 West Cesar Chavez, Austin, Texas	78701
(Address of principal executive offices)	(Zip Code)

(512) 416-8500

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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.

x Yes  o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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).

o Yes  ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x   Accelerated filer  o   Non-accelerated filer  o   Smaller reporting company  o

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

o Yes x No

As of July 22, 2009, 44,857,063 shares of common stock of Silicon Laboratories Inc. were outstanding.

			Page Number
Part I.  Financial Information
	Item 1.	Financial Statements (Unaudited):
		Condensed Consolidated Balance Sheets at July 4, 2009 and January 3, 2009	3
		Condensed Consolidated Statements of Income for the three and six months ended July 4, 2009 and July 5, 2008	4
		Condensed Consolidated Statements of Cash Flows for the six months ended July 4, 2009 and July 5, 2008	5
		Notes to Condensed Consolidated Financial Statements	6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
	Item 4.	Controls and Procedures	29
Part II.  Other Information
	Item 1.	Legal Proceedings	29
	Item 1A.	Risk Factors	30
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
	Item 3.	Defaults Upon Senior Securities	44
	Item 4.	Submission of Matters to a Vote of Securities Holders	44
	Item 5.	Other Information	45
	Item 6.	Exhibits	45

Cautionary Statement

Except for the historical financial information contained herein, the matters discussed in this report on Form 10-Q (as well as documents incorporated herein by reference) may be considered “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Such forward-looking statements include declarations regarding the intent, belief or current expectations of Silicon Laboratories Inc. and its management and may be signified by the words “expects,” “anticipates,” “intends,” “believes” or similar language.  You are cautioned that any such forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties.  Actual results could differ materially from those indicated by such forward-looking statements.  Factors that could cause or contribute to such differences include those discussed under “Risk Factors” and elsewhere in this report.  Silicon Laboratories disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

2

Part I.  Financial Information

Item 1.  Financial Statements

Silicon Laboratories Inc.

Condensed Consolidated Balance Sheets

(In thousands, except per share data)

(Unaudited)

	July 4, 2009		January 3, 2009
Assets
Current assets:
Cash and cash equivalents	$199,519		$172,272
Short-term investments	113,205		101,267
Accounts receivable, net of allowance for doubtful accounts of $680 at July 4, 2009 and $1,011 at January 3, 2009	62,890		36,144
Inventories	26,672		28,293
Deferred income taxes	6,587		6,439
Prepaid expenses and other current assets	20,091		18,297
Total current assets	428,964		362,712
Long-term investments	23,138		51,821
Property, equipment and software, net	28,739		30,496
Goodwill	104,612		105,515
Other intangible assets, net	45,778		49,728
Other assets, net	19,831		23,973
Total assets	$651,062		$624,245
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$  25,416		$  22,274
Accrued expenses	21,973		29,119
Deferred income on shipments to distributors	26,839		21,599
Income taxes	85		4
Total current liabilities	74,313		72,996
Long-term obligations and other liabilities	49,608		48,789
Total liabilities	123,921		121,785
Commitments and contingencies
Stockholders’ equity:
Preferred stock--$0.0001 par value; 10,000 shares authorized; no shares issued and outstanding	--		--
Common stock--$0.0001 par value; 250,000 shares authorized; 44,726 and 44,613 shares issued and outstanding at July 4, 2009 and January 3, 2009, respectively	4		4
Additional paid-in capital	89,731		75,711
Retained earnings	443,194		432,793
Accumulated other comprehensive loss	(5,788	)	(6,048	)
Total stockholders’ equity	527,141		502,460
Total liabilities and stockholders’ equity	$651,062		$624,245

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

3

Silicon Laboratories Inc.

Condensed Consolidated Statements of Income

 (In thousands, except per share data)

(Unaudited)

	Three Months Ended						Six Months Ended
	July 4, 2009			July 5, 2008			July 4, 2009			July 5, 2008
Revenues	$	104,216		$	104,620		$	187,917		$	202,799
Cost of revenues	39,435			38,587			72,458			76,419
Gross margin	64,781			66,033			115,459			126,380
Operating expenses:
Research and development	25,868			23,378			51,937			48,051
Selling, general and administrative	26,187			24,486			49,629			49,095
Operating expenses	52,055			47,864			101,566			97,146
Operating income	12,726			18,169			13,893			29,234
Other income (expense):
Interest income	655			2,406			1,537			7,204
Interest expense	(51		)	(109		)	(103		)	(254		)
Other income (expense), net	342			(355		)	290			(497		)
Income before income taxes	13,672			20,111			15,617			35,687
Provision for income taxes	3,942			5,468			5,216			10,230
Net income	$	9,730		$	14,643		$	10,401		$	25,457
Earnings per share:
Basic	$	0.22		$	0.30		$	0.23		$	0.51
Diluted	$	0.21		$	0.29		$	0.23		$	0.50
Weighted-average common shares outstanding:
Basic	44,640			48,510			44,336			49,858
Diluted	45,975			49,705			45,229			50,901

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

4

Silicon Laboratories Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Six Months Ended
	July 4,  2009		July 5,  2008
Operating Activities
Net income	$  10,401		$  25,457
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization of property, equipment and software	5,963		5,234
Loss (gain) on disposal of property, equipment and software	32		(15	)
Amortization of other intangible assets and other assets	3,950		2,073
Stock compensation expense	21,000		20,397
Income tax benefit from employee stock-based awards	293		828
Excess income tax benefit from employee stock-based awards	(273	)	(625	)
Deferred income taxes	1,593		(1,183	)
Changes in operating assets and liabilities:
Accounts receivable	(26,420	)	(521	)
Inventories	1,658		(1,017	)
Prepaid expenses and other assets	2,829		5,093
Accounts payable	3,896		1,396
Accrued expenses	(4,388	)	(7,980	)
Deferred income on shipments to distributors	5,240		(3,652	)
Income taxes	757		(216	)
Net cash provided by operating activities	26,531		45,269
Investing Activities
Purchases of available-for-sale investments	(45,537	)	(140,439	)
Proceeds from sales and maturities of available-for-sale investments	59,434		268,823
Proceeds from sales of trading securities	2,600		--
Purchases of property, equipment and software	(3,974	)	(5,060	)
Proceeds from the sale of assets	--		14,265
Purchases of other assets	(2,304	)	(3,681	)
Acquisitions of businesses, net of cash acquired	(2,800	)	--
Net cash provided by investing activities	7,419		133,908
Financing Activities
Proceeds from issuance of common stock	7,341		7,354
Excess income tax benefit from employee stock-based awards	273		625
Repurchases of common stock	(12,140	)	(175,369	)
Repurchases of stock to satisfy employee tax withholding	(2,177	)	(2,141	)
Net cash used in financing activities	(6,703	)	(169,531	)
Increase in cash and cash equivalents	27,247		9,646
Cash and cash equivalents at beginning of period	172,272		264,408
Cash and cash equivalents at end of period	$199,519		$274,054

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

5

Silicon Laboratories Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1.  Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The Condensed Consolidated Financial Statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments which, in the opinion of management, are necessary to present fairly the condensed consolidated financial position of Silicon Laboratories Inc. and its subsidiaries (collectively, the “Company”) at July 4, 2009 and January 3, 2009, the condensed consolidated results of its operations for the three and six months ended July 4, 2009 and July 5, 2008, and the Condensed Consolidated Statements of Cash Flows for the six months ended July 4, 2009 and July 5, 2008.  All intercompany balances and transactions have been eliminated.  The condensed consolidated results of operations for the three and six months ended July 4, 2009 are not necessarily indicative of the results to be expected for the full year.

The accompanying unaudited Condensed Consolidated Financial Statements do not include certain footnotes and financial presentations normally required under U.S. generally accepted accounting principles.  Therefore, these Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto for the year ended January 3, 2009, included in the Company’s Form 10-K filed with the Securities and Exchange Commission (SEC) on February 11, 2009.

The Company prepares financial statements on a 52-53 week year that ends on the Saturday closest to December 31.  Fiscal 2009 will have 52 weeks and fiscal 2008 had 53 weeks.  In a 52-week year, each fiscal quarter consists of 13 weeks. The extra week in fiscal 2008 was added to the first quarter, making such quarter consist of 14 weeks.

Reclassifications

Certain reclassifications have been made to prior year financial statements to conform to current year presentation.

Recent Accounting Pronouncements

In April 2009, the Financial Accounting Standards Board (FASB) issued the following FASB Staff Positions (FSPs):

·FSP FAS No. 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly, provides additional guidance for estimating fair value in accordance with FASB Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements, when the volume and level of activity for the asset or liability have significantly decreased. This FSP also includes guidance on identifying circumstances that indicate a transaction is not orderly.

·FSP No. FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments, amends the other-than-temporary impairment guidance in U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements.

6

Silicon Laboratories Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

·FSP No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments, amends FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This FSP also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in summarized financial information at interim reporting periods.

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

In June 2008, the FASB issued FSP Emerging Issues Task Force (EITF) 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.  FSP EITF 03-6-1 provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method described in FASB SFAS No. 128, Earnings per Share.  FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those years on a retrospective basis.  The Company adopted FSP EITF 03-6-1 at the beginning of fiscal 2009.  The adoption did not have a material impact on the Company’s financial statements.

2. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):

	Three Months Ended		Six Months Ended
	July 4,  2009	July 5,2008	July 4,  2009	July 5,2008
Net income	$ 9,730	$ 14,643	$ 10,401	$ 25,457
Shares used in computing basicearnings per share	44,640	48,510	44,336	49,858
Effect of dilutive securities:
Stock options and awards	1,335	1,195	893	1,043
Shares used in computing dilutedearnings per share	45,975	49,705	45,229	50,901
Earnings per share:
Basic	$    0.22	$    0.30	$    0.23	$    0.51
Diluted	$    0.21	$    0.29	$    0.23	$    0.50

Approximately 2.6 million, 3.3 million, 4.2 million and 3.7 million weighted-average dilutive potential shares of common stock have been excluded from the earnings per share calculation for the three months ended July 4, 2009 and July 5, 2008, and for the six months ended July 4, 2009 and July 5, 2008, respectively, as they were anti-dilutive.

7

Silicon Laboratories Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

3. Financial Instruments

Investments

The Company’s short-term investments consist primarily of municipal bonds, U.S. government agency notes, auction-rate securities purchased through UBS (“UBS auction-rate securities”) and corporate bonds.  The Company’s long-term investments consist of non-UBS auction-rate securities.  Early in fiscal 2008, auctions for many of the Company’s auction-rate securities failed because sell orders exceeded buy orders.  As of July 4, 2009, the Company held $52.9 million par value auction-rate securities, all of which experienced failed auctions.  The underlying assets of the securities consisted of student loans and municipal bonds, of which $48.5 million were guaranteed by the U.S. government and the remaining $4.4 million were privately insured. As of July 4, 2009, $43.5 million of the auction-rate securities had credit ratings of AAA, $2.4 million had credit ratings of AA and $7.0 million had a credit rating of BBB.  These securities had contractual maturity dates ranging from 2025 to 2046 and with current yields of 0.32% to 2.95% per year at July 4, 2009.  The Company is receiving the underlying cash flows on all of its auction-rate securities.  The principal associated with failed auctions are not expected to be accessible until a successful auction occurs, the issuer redeems the securities, a buyer is found outside of the auction process or the underlying securities mature.  The Company is unable to predict if these funds will become available before their maturity dates.

In November 2008, the Company entered into an agreement with UBS AG, which provides the Company certain rights to sell to UBS the auction-rate securities which were purchased through them.  As of July 4, 2009, the Company held $25.4 million par value auction-rate securities purchased from UBS.  The Company has the option to sell these securities to UBS at par value from June 30, 2010 through July 2, 2012.  UBS, at its discretion, may purchase or sell these securities on the Company’s behalf at any time provided the Company receives par value for the securities sold.  The issuers of the auction-rate securities continue to have the right to redeem the securities at their discretion.  The agreement allows for the continuation of the accrual and payment of interest due on the securities.  The agreement also provides the Company with access to loans of up to 75% of the market value of the unredeemed securities until June 30, 2010.  These loans would carry interest rates which would be consistent with the interest income on the related auction-rate securities.  As of July 4, 2009, the Company had no loans outstanding under this agreement.

The Company’s right to sell the auction-rate securities to UBS commencing June 30, 2010 represents a put option for a payment equal to the par value of the auction-rate securities.  As the put option is non-transferable and cannot be attached to the auction-rate securities if they are sold to another entity other than UBS, it represents a freestanding instrument between the Company and UBS.  The Company elected the fair value option under FASB SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115, to record the put option.  The Company has classified the UBS auction-rate securities as trading securities and, accordingly, recognizes changes in fair value in earnings.  Adjustments to the fair values of the put option and the trading securities generally offset each other and are recorded in “other income (expense), net”.  The Company intends to exercise its option to sell its UBS auction-rate securities to UBS on June 30, 2010 and has therefore classified both the UBS auction-rate securities and the related put option as short-term investments as of July 4, 2009.

The Company does not expect to need access to the capital represented by any of its auction-rate securities prior to their maturities.  The Company does not intend to sell, and believes it is not more likely than not that it will be required to sell, its non-UBS auction-rate securities before their anticipated recovery in market value or final settlement at the underlying par value.  The Company believes that the credit ratings and credit support of the security issuers indicate that they have the ability to settle the securities at par value.  As such, the Company has determined that no other-than-temporary impairment losses existed as of July 4, 2009.

8

Silicon Laboratories Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

The Company’s available-for-sale investments consist of the following (in thousands):

	July 4, 2009
Debt Security	Cost	Gross Unrealized Losses		Gross Unrealized Gains	Fair Value
Municipal bonds	$  44,210	$       --		$345	$  44,555
U.S. government agency	36,399	--		51	36,450
Auction-rate securities	27,575	(4,437	)	--	23,138
Corporate bonds	6,877	--		40	6,917
	$115,061	$(4,437	)	$436	$111,060

	January 3, 2009
Debt Security	Cost		Gross Unrealized Losses		Gross Unrealized Gains	Fair Value
Auction-rate securities	$	30,000	$(4,260	)	$   --	$	25,740
Municipal bonds	88,907		--		503	89,410
U.S. government agency	10,001		--		56	10,057
	$	128,908	$(4,260	)	$559	$	125,207

The Company’s available-for-sale investments that were in a continuous unrealized loss position as of July 4, 2009, 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 Longer			Total
Debt Security	Fair Value	Gross Unrealized Losses		Fair Value	Gross Unrealized Losses		Fair Value	Gross Unrealized Losses
Auction-rate securities	$1,767	$(233	)	$21,371	$(4,204	)	$23,138	$(4,437	)
	$1,767	$(233	)	$21,371	$(4,204	)	$23,138	$(4,437	)

All of the Company’s available-for-sale investments with gross unrealized losses as of January 3, 2009 had been in a continuous loss position for less than 12 months.  The gross unrealized losses as of July 4, 2009 and January 3, 2009 were due primarily to the illiquidity of the Company’s auction-rate securities.

The following summarizes the contractual underlying maturities of the Company’s available-for-sale investments at July 4, 2009 (in thousands):

	Cost	Fair Value
Due in one year or less	$  80,609	$  81,005
Due after one year through three years	6,877	6,917
Due after ten years	27,575	23,138
	$115,061	$111,060

In addition, the Company has made equity investments in non-publicly traded companies that it accounts for under the cost method.  The Company periodically reviews these investments for other-than-temporary declines in fair value based on the specific identification method and writes down investments to their fair values when it determines that an other-than-temporary decline has occurred.

9

Silicon Laboratories Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Derivative Financial Instruments

The Company is exposed to interest rate fluctuations in the normal course of its business, including through its corporate headquarters leases.  The base rents for these leases are calculated using a variable interest rate based on the three-month LIBOR.  The Company has entered into interest rate swap agreements with notional values of $44.3 million and $50.1 million and, effectively, fixed the rent payment amounts on these leases through March 2011 and March 2013, respectively.  The Company’s objective is to offset gains and losses resulting from changes in interest rates with losses and gains on the derivative contracts, thereby reducing volatility of earnings.  The Company does not use derivative contracts for speculative purposes.

The interest rate swap agreements are designated and qualify as cash flow hedges under FASB SFAS 133, Accounting for Derivative Instruments and Hedging Activities.  The effective portion of the gain or loss on interest rate swaps is recorded in accumulated other comprehensive loss as a separate component of stockholders’ equity and is subsequently recognized in earnings when the hedged exposure affects earnings.  Cash flows from derivatives are classified as cash flows from operating activities in the Consolidated Statement of Cash Flows.

The Company estimates the fair values of derivatives based on quoted prices and market observable data of similar instruments.  If the lease agreements or the interest rate swap agreements are terminated prior to maturity, the fair value of the interest rate swaps recorded in accumulated other comprehensive loss may be recognized in the Consolidated Statement of Income based on an assessment of the agreements at the time of termination.  During the six months ended July 4, 2009, the Company did not discontinue any cash flow hedges.

For interest rate swaps designated as cash flow hedges, the Company measures effectiveness by comparing the change in fair value of the hedged item with the change in fair value of the interest rate swap.  The Company recognizes ineffective portions of the hedge, as well as amounts not included in the assessment of effectiveness, in the Consolidated Statement of Income.  As of July 4, 2009, no portions of the gains or losses from the hedging instruments were excluded from the assessment of effectiveness.  There was no hedge ineffectiveness for any of the periods presented.

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

	July 4, 2009
	Balance Sheet Location	Fair Value
Cash flow hedges:
Interest rate swaps	Long-term obligations and other liabilities	$4,904

10

Silicon Laboratories Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

The effective portions of gains (losses) on derivative financial instruments consisted of the following (in thousands):

	Recognized in Accumulated Other Comprehensive Loss during the:		Location of Gain (Loss) Reclassified into Income	Reclassified into Earningsduring the:
	Three Months Ended			Three Months Ended
	July 4,2009	July 5,2008		July 4,2009	July 5,2008
Cash flow hedges:
Interest rate swaps	$(113)	$--	Rent expense	$(622)	$--

	Six Months Ended			Six Months Ended
	July 4,2009	July 5,2008		July 4,2009	July 5,2008
Cash flow hedges:
Interest rate swaps	$(476)	$--	Rent expense	$(1,175)	$--

The Company expects to reclassify $2.8 million of its interest rate swap losses included in accumulated other comprehensive loss as of July 4, 2009 into earnings in the next 12 months, which is offset by lower rent payments.

The Company’s interest rate swap agreements contain provisions that require it to maintain unencumbered cash and highly-rated short-term investments of at least $150 million.  If the Company’s unencumbered cash and highly-rated short-term investments are less than $150 million, it would be required to post collateral with the counterparty in the amount of the fair value of the interest rate swap agreements in net liability positions.  Both of the Company’s interest rate swaps were in a net liability position at July 4, 2009.  No collateral has been posted with the counterparties as of July 4, 2009.

4. Fair Value of Financial Instruments

The Company’s financial instruments are recorded at amounts that reflect the Company’s estimate of their fair values.  FASB SFAS No. 157, Fair Value Measurement, provides a hierarchal disclosure framework associated with the level of subjectivity used in measuring assets and liabilities at fair value.  The three levels defined by the SFAS 157 hierarchy are as follows:

Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2 - Inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 - Inputs are unobservable for the asset or liability and are developed based on the best information available in the circumstances, which might include the Company’s own data.

11

Silicon Laboratories Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

The following summarizes the valuation of the Company’s financial instruments measured under the SFAS 157 hierarchy (in thousands).  The table does 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 July 4, 2009 Using
Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs  (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets
Cash equivalents	$	182,399	$	--	$	--	$	182,399
Short-term investments (1)		87,922		--		25,283		113,205
Long-term investments (2)		--		--		23,138		23,138
	$	270,321	$	--	$	48,421	$	318,742
Liabilities
Derivative instruments	$	--	$	4,904	$	--	$	4,904
	$	--	$	4,904	$	--	$	4,904

 (1)Included in the Company’s short-term investments are $44.6 million of municipal debt securities, $6.9 million of corporate debt securities, $36.4 million of U.S. government agency debt securities, $20.4 million of UBS auction-rate securities classified as trading and $4.9 million for a put option.

 (2)The Company’s long-term investments consist entirely of available-for-sale auction-rate securities.

The Company’s cash equivalents and short-term investments (other than its UBS auction-rate securities and put option) are valued using quoted prices and other relevant information generated by market transactions involving identical assets.  The Company’s auction-rate securities and put option are valued using a discounted cash flow model.  The assumptions used in preparing the discounted cash flow model include estimates for interest rates, amount of cash flows, expected holding periods of the securities, a discount to reflect the Company’s inability to liquidate the securities and counterparty risk.  The Company’s derivative instruments are valued using quoted prices and market observable data of similar instruments.

12

Silicon Laboratories Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

The following summarizes the activity in Level 3 financial instruments for the three and six months ended July 4, 2009 (in thousands):

	Three Months Ended					Six Months Ended
	Auction Rate Securities		Put Option	Total		Auction Rate Securities		Put Option		Total
Beginning balance	$46,015		$4,784	$50,799		$46,859		$4,962		$51,821
Net purchases, sales, issuances and settlements	(2,475	)	--	(2,475	)	(2,974	)	(301	)	(3,275	)
Unrealized losses	--		--	--		(177	)	--		(177	)
Net recognized gains (losses)	--		97	97		(168	)	220		52
Balance at July 4, 2009	$43,540		$4,881	$48,421		$43,540		$4,881		$48,421
Gain (loss) for period included in earnings attributable to the Level 3 financial instruments still held at July 4, 2009 related to:
Trading securities	$        --		$      --	$        --		$    (168	)	$      --		$    (168	)
Fair value of the put option	--		97	97		--		220		220
	$        --		$     97	$       97		$    (168	)	$   220		$       52

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. Balance Sheet Details

Balance sheet details consist of the following (in thousands):

Inventories

	July 4, 2009	January 3, 2009
Work in progress	$20,780	$23,474
Finished goods	5,892	4,819
	$26,672	$28,293

6.Stockholders’ Equity and Stock-Based Compensation

Common Stock

The Company issued 559.5 thousand shares of common stock during the six months ended July 4, 2009.  Approximately 83.0 thousand shares were withheld by the Company during the six months ended July 4, 2009 to satisfy employee tax obligations for the vesting of certain stock grants made under the Company’s 2000 Stock Incentive Plan and 2009 Stock Incentive Plan.

13

Silicon Laboratories Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Share Repurchase Program

In October 2008, the Company’s Board of Directors authorized a program to repurchase up to $100 million of the Company’s common stock over a 12-month period.  The program allows for repurchases to be made in the open market or in private transactions, including structured or accelerated transactions, subject to applicable legal requirements and market conditions.  During the six months ended July 4, 2009, the Company repurchased 446 thousand shares of its common stock for $12.1 million under its current repurchase program.  During the six months ended July 5, 2008, the Company repurchased 5.5 million shares for $173.3 million under its previous share repurchase program that expired in November 2008.

Comprehensive Income

The changes in the components of comprehensive income, net of taxes, were as follows (in thousands):

	Three Months Ended
	July 4,  2009		July 5,  2008
Net income	$9,730		$14,643
Net unrealized losses on available-for-sale securities,net of tax benefit of $46 and $347, respectively	(85	)	(643	)
Net unrealized gains on cash flow hedges, net of tax provision of $178 and $0, respectively	331		–
Comprehensive income	$9,976		$14,000

	Six Months Ended
	July 4,  2009		July 5,  2008
Net income	$10,401		$25,457
Net unrealized losses on available-for-sale securities,net of tax benefit of $105 and $1,344, respectively	(195	)	(2,496	)
Net unrealized gains on cash flow hedges, net of tax provision of $245 and $0, respectively	455		--
Comprehensive income	$10,661		$22,961

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

	Unrealized Losses on Cash Flow Hedges		Net Unrealized Losses on Available-For-Sale Securities		Total
Balance at January 3, 2009	$(3,642	)	$(2,406	)	$(6,048	)
Change associated with current period transactions, net of tax	(309	)	(195	)	(504	)
Amount reclassified into earnings, net of tax	764		--		764
Balance at July 4, 2009	$(3,187	)	$(2,601	)	$(5,788	)

14

Silicon Laboratories Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Stock-Based Compensation

In April 2009, the stockholders of the Company approved the 2009 Stock Incentive Plan (the “2009 Incentive Plan”) and the 2009 Employee Stock Purchase Plan (the “2009 Purchase Plan”).  The 2009 Incentive Plan is currently effective, and no further grants will be issued under the Company’s 2000 Stock Incentive Plan.  The 2009 Purchase Plan will take effect upon the termination of the existing Employee Stock Purchase Plan, on or before April 30, 2010.

The Company accounts for its stock-based compensation plans under the recognition and measurement provisions of FASB SFAS No. 123 (revised 2004), Share-Based Payment , (SFAS 123R).  Stock-based compensation costs are generally based on the fair values on the date of grant for stock options and on the date of enrollment for the employee stock purchase plans, estimated by using the Black-Scholes option-pricing model.  The fair values of stock awards and restricted stock units (RSUs) generally equal their intrinsic value on the date of grant.  The fair values estimated from the Black-Scholes option-pricing model were calculated using the following assumptions:

	Six Months Ended
	July 4,2009		July 5,2008
Stock Incentive Plan:
Expected volatility	n/a		43.7	%
Risk-free interest rate %	n/a		2.8	%
Expected term (in years)	n/a		5.0
Dividend yield	n/a		--
Employee Stock Purchase Plan:
Expected volatility	47.8	%	37.1	%
Risk-free interest rate %	0.4	%	1.8	%
Expected term (in months)	9		9
Dividend yield	--		--

There were no stock options granted during the six months ended July 4, 2009.

The following are the stock-based compensation costs recognized in the Company’s Condensed Consolidated Statements of Income (in thousands):

	Three Months Ended		Six Months Ended
	July 4,2009	July 5,2008	July 4,2009	July 5,2008
Cost of revenues	$     372	$     380	$     767	$     750
Research and development	3,794	3,976	7,672	7,918
Selling, general and administrative	6,685	5,820	12,561	11,729
	10,851	10,176	21,000	20,397
Provision for income taxes	1,457	1,465	2,965	2,712
	$  9,394	$  8,711	$18,035	$17,685

15

Silicon Laboratories Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

The Company had approximately $77.9 million of total unrecognized compensation costs related to stock options, stock and RSUs at July 4, 2009 that are expected to be recognized over a weighted-average period of 2.1 years.

7.  Commitments and Contingencies

Securities Litigation

On December 6, 2001, a class action complaint for violations of U.S. federal securities laws was filed in the United States District Court for the Southern District of New York against the Company, four officers individually and the three investment banking firms who served as representatives of the underwriters in connection with the Company’s initial public offering of common stock.  The Consolidated Amended Complaint alleges that the registration statement and prospectus for the Company’s initial public offering did not disclose that (1) the underwriters solicited and received additional, excessive and undisclosed commissions from certain investors, and (2) the underwriters had agreed to allocate shares of the offering in exchange for a commitment from the customers to purchase additional shares in the aftermarket at pre-determined higher prices.  The Complaint alleges violations of the Securities Act of 1933 and the Securities Exchange Act of 1934.  The action seeks damages in an unspecified amount and is being coordinated with approximately 300 other nearly identical actions filed against other companies.  A court order dated October 9, 2002 dismissed without prejudice the four officers of the Company who had been named individually.  Plaintiffs selected six “focus” cases, which do not include the Company, which are intended to serve as test cases.  The Court indicated that its decisions in the six focus cases are intended to provide strong guidance for the parties in the remaining cases.

On August 14, 2007, the plaintiffs filed amended complaints in the six focus cases.  On September 27, 2007, the plaintiffs moved to certify a class in these six cases.  On November 14, 2007, the defendants in the six focus cases filed motions to dismiss the amended complaints.  On March 26, 2008, the District Court dismissed the Securities Act claims of those members of the putative classes in the focus cases who sold their securities for a price in excess of the initial offering price and those who purchased outside the previously certified class period.  With respect to all other claims, the motions to dismiss were denied.  On October 10, 2008, at the request of plaintiffs, plaintiffs’ motion for class certification was withdrawn, without prejudice. On April 3, 2009, the plaintiffs submitted to the Court a motion for preliminary approval of a settlement of the approximately 300 coordinated cases, which includes the Company, the underwriter defendants in its class action lawsuit, and the plaintiff class in its class action lawsuit.  The insurers for the issuer defendants in the coordinated cases will make the settlement payment on behalf of the issuers, including the Company.  On June 11, 2009, the Court issued an order preliminarily approving the proposed stipulation and agreement of settlement among the parties and certifying settlement classes.  The settlement is subject to termination by the parties under certain circumstances and final approval by the Court.  The hearing on final approval is currently scheduled for September 10, 2009.  There is no assurance that the Court will grant final approval.

As the litigation process is inherently uncertain, the Company is unable to predict the outcome of the above described matter.  While the Company does maintain liability insurance, it could incur losses that are not covered by its liability insurance or that exceed the limits of its liability insurance.  Such losses could have a material impact on the Company’s business and its results of operations or financial position.

Other

The Company is involved in various other legal proceedings that have arisen in the normal course of business.  While the ultimate results of these matters cannot be predicted with certainty, the Company does not expect them to have a material adverse effect on its consolidated financial position or results of operations.

16

Silicon Laboratories Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Operating Leases

In March 2006, the Company entered into an operating lease agreement and a related participation agreement for a facility at 400 W. Cesar Chavez (“400 WCC”) in Austin, Texas for its corporate headquarters.  In March 2008, the Company entered into an operating lease agreement and a related participation agreement for a facility at 200 W. Cesar Chavez (“200 WCC”) in Austin, Texas for the expansion of its corporate headquarters.  During the terms of the leases, the Company has on-going options to purchase the buildings for purchase prices of approximately $44.3 million for 400 WCC and $50.1 million for 200 WCC.  Alternatively, the Company can cause each such property to be sold to third parties provided it is not in default under that property’s lease.  The Company is contingently liable on a first dollar loss basis for up to $35.3 million to the extent that the 400 WCC sale proceeds are less than the $44.3 million purchase option and up to $40.0 million to the extent that the 200 WCC sale proceeds are less than the $50.1 million purchase option.

Discontinued Operations Indemnification

In March 2007, the Company sold its Aero® transceiver, AeroFONE™ single-chip phone and power amplifier product lines (the “Aero product lines”) to NXP B.V. and NXP Semiconductors France SAS (collectively “NXP”).  In connection with the sale of the Aero product lines, the Company agreed to indemnify NXP with respect to liabilities for certain tax matters.  There is no contractual limit on exposure with respect to such matters.  As of July 4, 2009, the Company had no material liabilities recorded with respect to this indemnification obligation.

8. Income Taxes

Provision for income taxes includes both domestic and foreign income taxes at the applicable statutory rates adjusted for non-deductible expenses (including a portion of our stock compensation), research and development tax credits, interest income from tax-exempt investments and interest and penalties related to unrecognized tax benefits.  Income tax expense was $3.9 million and $5.5 million for the three months ended July 4, 2009 and July 5, 2008, respectively, resulting in effective tax rates of 28.8% and 27.2%, respectively.  Income tax expense was $5.2 million and $10.2 million for the six months ended July 4, 2009 and July 5, 2008, respectively, resulting in effective tax rates of 33.4% and 28.7%, respectively.  The increase in the effective rate for the three months ended July 4, 2009 was primarily attributable to a decrease in the deductibility of stock compensation expense, which was partially offset by increases in the foreign tax rate benefit and the federal research and development credit.  The increase in the effective rate for the six months ended July 4, 2009 was primarily attributable to a decrease in the deductibility of stock compensation expense and a reduction in tax exempt interest income.  The increase was partially offset by an increase in the federal research and development credit.

At July 4, 2009, the Company had gross unrecognized tax benefits of $34.4 million, $34.2 million of which would affect the effective tax rate if recognized. During the six months ended July 4, 2009, the Company had gross increases of $1.7 million to its current year unrecognized tax benefits, primarily due to uncertainty related to intercompany transfer pricing.  During the six months ended July 5, 2008, the Company had gross increases of $2.1 million to its unrecognized tax benefits, primarily due to uncertainty related to intercompany transfer pricing.

The Company believes it is reasonably possible that the unrecognized tax benefits will decrease in the amount of $1.2 million in the next 12 months due to the closing of an open tax year.  The nature of the uncertainty relates primarily to deductions taken on a prior year tax return.

17

Silicon Laboratories Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Additionally, the Company believes it is reasonably possible that the gross unrecognized tax benefits will change in the next 12 months due to the Company’s participation in the Advance Pricing Agreement program with the U.S. Internal Revenue Service. The Company is unable to estimate the range of the possible change to the unrecognized tax benefits at this time.

The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes.  The Company recognized $0.4 million of interest, net of tax, in the provision for income taxes for the six months ended July 4, 2009.  The Company recognized $0.5 million of interest, net of tax, in the provision for income taxes for the six months ended July 5, 2008.  As of July 4, 2009, the Company had accrued $2.3 million for the payment of interest related to unrecognized tax positions.

The tax years 2004 through 2008 remain open to examination by the major taxing jurisdictions to which the Company is subject.  The Company has been notified by the U.S. Internal Revenue Service that its federal income tax returns for 2005 through 2008 will be examined.  Although the outcome of tax audits is always uncertain, the Company believes that the results of the examination will not materially affect its financial position or results of operations.

9.  Headquarter Relocation Costs

In fiscal 2006 and 2007, the Company relocated its Austin, Texas employees to a new corporate headquarters.  The following table summarizes the accrued relocation costs activity for the six months ended July 4, 2009 (in thousands):

Balance at January 3, 2009	Deductions	Balance at July 4, 2009
$986	$573	$413

Deductions represent lease payments.

10.  Subsequent Events

The Company evaluates events and transactions that occur after the balance sheet date as potential subsequent events.  This evaluation was performed through July 29, 2009, the date on which the Company’s financial statements were issued.

Item 2.  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 Condensed Consolidated Financial Statements and related notes thereto included elsewhere in this report.  This discussion contains forward-looking statements.  Please see the “Cautionary Statement” above and “Risk Factors” below for discussions of the uncertainties, risks and assumptions associated with these statements.  Our fiscal year-end financial reporting periods are a 52- or 53- week year ending on the Saturday closest to December 31st. Fiscal 2009 will have 52 weeks and fiscal 2008 had 53 weeks.  In a 52-week year, each fiscal quarter consists of 13 weeks. The extra week in fiscal 2008 was added to the first quarter, making such quarter consist of 14 weeks.  Our second quarter of fiscal 2009 ended July 4, 2009.  Our second quarter of fiscal 2008 ended July 5, 2008.

18

Overview

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

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

Our expertise in analog-intensive, high-performance, mixed-signal ICs enables us to develop highly differentiated solutions that address multiple markets.  We group our products into the following categories:

·RF products, which include our broadcast radio receivers and transmitters, short-range wireless transceivers, video tuners and demodulators, satellite set-top box receivers and satellite radio tuners;

·Access products, which include our ISOmodem® embedded modems and Voice over IP (VoIP) products, such as our ProSLIC® subscriber line interface circuits and voice direct access arrangement (DAA);

·Broad-based products, which include 8-bit microcontroller products, timing products (including clocks, precision clock & data recovery ICs and oscillators) and power products (including our isolators, current sensors, AC-DC converters and Power over Ethernet devices); and

·Mature products, which include our silicon DAA for PC modems, DSL analog front end ICs, optical physical layer transceivers and RF Synthesizers.

Through acquisitions and internal development efforts, we have continued to diversify our product portfolio and introduce next generation ICs with added functionality and further integration.  In the first six months of 2009, we introduced a silicon hybrid TV tuner that supports both analog and digital broadcasts in a single device, a family of ProSLIC single channel telephony ICs for broadband networking equipment, the expansion of our small form factor microcontrollers in a tiny 2x2 mm footprint, a family of ISOpro high-performance, digital isolators, a family of high pin-count capacitive touch-sense microcontrollers for cost-sensitive embedded systems and the EZRadioPRO™ embedded wireless radio family.  We plan to continue to introduce products that increase the content we provide for existing applications, thereby enabling us to serve markets we do not currently address and expanding our total available market opportunity.

19

During the six months ended July 4, 2009, one customer, Samsung, represented more than 10% of our revenues.  No other single end customer accounted for more than 10% of our revenues during the six months ended July 4, 2009.  In addition to direct sales to customers, some of our end customers purchase products indirectly from us through distributors and contract manufacturers.  An end customer purchasing through a contract manufacturer typically instructs such contract manufacturer to obtain our products and incorporate such products with other components for sale by such contract manufacturer to the end customer.  Although we actually sell the products to, and are paid by, the distributors and contract manufacturers, we refer to such end customer as our customer.  Two of our distributors, Edom Technology and Avnet, represented 23% and 11% of our revenues during the six months ended July 4, 2009, respectively.  There were no other distributors or contract manufacturers that accounted for more than 10% of our revenues during the six months ended July 4, 2009.

The percentage of our revenues derived from customers located outside of the United States was 88% during the six months ended July 4, 2009, which reflects market penetration for our products, as many of our customers manufacture and design their products in Asia.  All of our revenues to date have been denominated in U.S. dollars.  We believe that a majority of our revenues will continue to be derived from customers outside of the United States.

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

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

Results of Operations

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

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

20

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

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

Selling, General and Administrative.  Selling, general and administrative expense consists primarily of personnel-related expenses, including stock compensation, related allocable portion of our occupancy costs, sales commissions to independent sales representatives, applications engineering support, professional fees, directors’ and officers’ liability insurance, patent litigation legal fees, costs related to relocating our headquarters and promotional and marketing expenses.

Interest Income.  Interest income reflects interest earned on our cash, cash equivalents and investment balances.

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

Other Income (Expense), Net.  Other income (expense), net reflects foreign currency remeasurement adjustments and gains on the disposal of fixed assets.

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

The following table sets forth our Condensed Consolidated Statements of Income data as a percentage of revenues for the periods indicated:

	Three Months Ended		Six Months Ended
	July 4,2009	July 5,2008	July 4,2009	July 5,2008
Revenues	100.0%	100.0%	100.0%	100.0%
Cost of revenues	37.8	36.9	38.6	37.7
Gross margin	62.2	63.1	61.4	62.3
Operating expenses:
Research and development	24.8	22.3	27.6	23.7
Selling, general and administrative	25.1	23.4	26.4	24.2
Operating expenses	49.9	45.7	54.0	47.9
Operating income	12.3	17.4	7.4	14.4
Other income (expense):
Interest income	0.5	2.2	0.8	3.5
Interest expense	(0.0)	(0.1)	(0.1)	(0.1)
Other income (expense), net	0.3	(0.3)	0.2	(0.2)
Income before income taxes	13.1	19.2	8.3	17.6
Provision for income taxes	3.8	5.2	2.8	5.0
Net income	9.3%	14.0%	5.5%	12.6%

21

Revenues

	Three Months Ended				Six Months Ended
(in millions)	July 4,2009	July 5,2008	Change	%Change	July 4,2009	July 5,2008	Change	%Change
Revenues	$104.2	$104.6	$(0.4)	(0.4)%	$187.9	$202.8	$(14.9)	(7.3)%

The decline in the sales of our products in the recent six month period was driven primarily by decreased revenues from our mature product group.  Unit volumes of our products increased compared to the three and six months ended July 5, 2008 by 27.8% and 14.8%, respectively.  Average selling prices decreased during the same periods by 22.1% and 19.2%, respectively.  Unit volumes and average selling prices were substantially affected by the addition of certain high volume, low average selling price products through the Integration Associates acquisition.  Excluding the Integration Associates products, during the same periods, unit volumes increased (decreased) by 3.2% and (4.5)%, respectively, and average selling prices decreased by only 8.7% and 8.4%, respectively.  In general, as our products become more mature, we expect to experience decreases in average selling prices.  We anticipate that newly announced, higher priced, next generation products and product derivatives will offset these decreases to some degree.

Gross Margin

	Three Months Ended				Six Months Ended
(in millions)	July 4,2009	July 5,2008	Change	%Change	July 4,2009	July 5,2008	Change	%Change
Gross margin	$64.8	$66.0	$(1.2)	(1.9)%	$115.5	$126.4	$(10.9)	(8.6)%
Percent of revenue	62.2%	63.1%			61.4%	62.3%

The decrease in the dollar amount of gross margin in the recent six month period was primarily due to our decreased sales.  We may continue to experience declines in the average selling prices of certain of our products.  This downward pressure on gross margin as a percentage of revenues may be offset to the extent we are able to: 1) introduce higher margin new products and gain market share with our ICs; or 2) achieve lower production costs from our wafer suppliers and third-party assembly and test subcontractors.

Research and Development

	Three Months Ended						Six Months Ended
(in millions)	July 4,2009		July 5,2008		Change	%Change	July 4,2009		July 5,2008		Change	%Change
Research anddevelopment	$25.9		$23.4		$2.5	10.7%	$51.9		$48.1		$3.8	8.1%
Percent of revenue	24.8	%	22.3	%			27.6	%	23.7	%

The increase in research and development expense in the recent three and six month periods was principally due to increases of $1.8 million and $3.4 million for personnel-related expenses, including personnel costs associated with the acquisition of Integration Associates, respectively.  We expect that research and development expense will remain relatively stable in absolute dollars, but may fluctuate somewhat due to the timing of certain items related to new product development initiatives, such as mask and wafer costs.  In addition, research and development expense will fluctuate as a percentage of revenues due to changes in sales.

Significant recent development projects include a silicon hybrid TV tuner that supports both analog and digital broadcasts in a single device, a family of ProSLIC single channel telephony ICs for broadband networking equipment, a family of ISOpro high-performance, digital isolators, a family of high pin-count capacitive touch-sense microcontrollers for cost-sensitive embedded systems, the EZRadioPRO embedded wireless radio family, the expansion of our Any-Rate Precision Clock family, a new family of clock generators and buffers, an integrated automotive AM/FM radio receiver IC, a 100% complementary metal oxide semiconductor (CMOS) oscillator and a highly integrated automotive communications controller.  We also further expanded our microcontroller portfolio.

22

Selling, General and Administrative

	Three Months Ended				Six Months Ended
(in millions)	July 4,2009	July 5,2008	Change	%Change	July 4,2009	July 5,2008	Change	%Change
Selling, general andadministrative	$26.2	$24.5	$1.7	6.9%	$49.6	$49.1	$0.5	1.1%
Percent of revenue	25.1%	23.4%			26.4%	24.2%

The increase in selling, general and administrative expense in the recent three and six month periods was principally due to increases of $1.6 million and $0.8 million for personnel-related expenses, including personnel costs associated with the acquisition of Integration Associates, respectively.  We expect that selling, general and administrative expense will remain relatively stable in absolute dollars in future periods and may fluctuate with changes in revenues.

Interest Income

	Three Months Ended			Six Months Ended
(in millions)	July 4,2009	July 5,2008	Change	July 4,2009	July 5,2008	Change
Interest income	$0.7	$2.4	$(1.7)	$1.5	$7.2	$(5.7)

The decrease in interest income for the recent three and six month periods was due to lower interest rates on the underlying instruments and lower average cash and investment balances.

Interest Expense

Interest expense was $0.1 million for the three and six months ended July 4, 2009, as compared to $0.1 million and $0.3 million for the three and six months ended July 5, 2008, respectively.

Other Income (Expense), Net

Other income (expense), net was $0.3 million for the three and six months ended July 4, 2009, as compared $(0.4) million and $(0.5) million for the three and six months ended July 5, 2008, respectively.

Provision for Income Taxes

	Three Months Ended					Six Months Ended
(in millions)	July 4,2009		July 5,2008		Change	July 4,2009		July 5,2008		Change
Provision for income taxes	$  3.9		$  5.5		$(1.6)	$  5.2		$  10.2		$(5.0)
Effective tax rate	28.8	%	27.2	%		33.4	%	28.7	%

The increase in the effective rate for the three months ended July 4, 2009 was primarily attributable to a decrease in the deductibility of stock compensation expense, which was partially offset by increases in the foreign tax rate benefit and the federal research and development credit.  The increase in the effective rate for the six months ended July 4, 2009 was primarily attributable to a decrease in the deductibility of stock compensation expense and a reduction in tax exempt interest income, partially offset by an increase in the federal research and development credit.

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

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Business Outlook

We expect revenues in the third quarter of fiscal 2009 to be in the range of $114 to $119 million.  Furthermore, we expect our diluted earnings per share to be in the range of $0.27 to $0.32.

Liquidity and Capital Resources

Our principal sources of liquidity as of July 4, 2009 consisted of $312.7 million in cash, cash equivalents and short-term investments.  Our short-term investments consist primarily of municipal bonds, U.S government agency notes, UBS auction-rate securities and corporate bonds.

Our long-term investments consist of non-UBS auction-rate securities.  Early in fiscal 2008, auctions for many of our auction-rate securities failed because sell orders exceeded buy orders.  As of July 4, 2009, we held $52.9 million par value auction-rate securities, all of which experienced failed auctions.  The securities had previously been valued using quoted prices in active markets.  When the auctions began to fail, quoted prices for the securities were no longer observable.  As such, we changed our fair value measurement methodology for all auction-rate securities from quoted prices in active markets to a cash flow model. The assumptions used in preparing the discounted cash flow model include estimates for interest rates, amount of cash flows, expected holding periods of the securities and a discount to reflect our inability to liquidate the securities.

The underlying assets of our auction-rate securities consisted of student loans and municipal bonds, of which $48.5 million were guaranteed by the U.S. government and the remaining $4.4 million were privately insured.  As of July 4, 2009, $43.5 million of the auction-rate securities had credit ratings of AAA, $2.4 million had credit ratings of AA and $7.0 million had a credit rating of BBB.  These securities had contractual maturity dates ranging from 2025 to 2046 and were yielding 0.32% to 2.95% per year at July 4, 2009.  We are receiving the underlying cash flows on all of our auction-rate securities.  The principal associated with failed auctions are not expected to be accessible until a successful auction occurs, the issuer redeems the security, a buyer is found outside of the auction process or the underlying securities mature.  We are unable to predict if these funds will become available before their maturity dates.

In November 2008, we entered into an agreement with UBS AG, which provides us certain rights to sell to UBS the auction-rate securities which were purchased through them.  As of July 4, 2009, we held $25.4 million par value auction-rate securities purchased from UBS.  We have the option to sell these securities to UBS at par value from June 30, 2010 through July 2, 2012.  UBS, at its discretion, may purchase or sell these securities on our behalf at any time provided we receive par value for the securities sold.  The issuers of the auction-rate securities continue to have the right to redeem the securities at their discretion.  The agreement allows for the continuation of the accrual and payment of interest due on the securities.  The agreement also provides us with access to loans of up to 75% of the market value of the unredeemed securities until June 30, 2010.  These loans would carry interest rates which would be consistent with the interest income on the related auction-rate securities.  As of July 4, 2009, we had no loans outstanding under this agreement.

We do not expect to need access to the capital represented by any of our auction-rate securities prior to their maturities.  We do not intend to sell, and we believe that it is not more likely than not that we will be required to sell, our non-UBS investments before their anticipated recovery in market value or final settlement at the underlying par value.  See Note 3, Financial Instruments, to the Condensed Consolidated Financial Statements for additional information.

Net cash provided by operating activities was $26.5 million during the six months ended July 4, 2009, compared to net cash provided of $45.3 million during the six months ended July 5, 2008.  Operating cash flows during the six months ended July 4, 2009 reflect our net income of $10.4 million, adjustments of $32.5 million for depreciation, amortization, deferred income taxes, and stock compensation, and a net cash outflow of $16.4 million due to changes in our operating assets and liabilities.

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Accounts receivable increased to $62.9 million at July 4, 2009 from $36.1 million at January 3, 2009.  The increase in accounts receivable resulted primarily from (a) the majority of the shipments occurring in the second half of the quarter ended July 4, 2009 versus a substantial majority occurring in the first half of the last quarter of the prior year and (b) an increase in revenues during the three months ended July 4, 2009 compared to the three months ended January 3, 2009.  Our average days sales outstanding (DSO) increased to 54 days at July 4, 2009 from 33 days at January 3, 2009.

Inventory decreased to $26.7 million at July 4, 2009 from $28.3 million at January 3, 2009.  Our inventory level is primarily impacted by our need to make purchase commitments to support forecasted demand and variations between forecasted and actual demand.  Our average days of inventory (DOI) was 61 days at July 4, 2009 and 65 days at January 3, 2009.

Net cash provided by investing activities was $7.4 million during the six months ended July 4, 2009, compared to net cash provided of $133.9 million during the six months ended July 5, 2008.  The decrease was principally due to a decrease of $111.9 million in net proceeds from sales and maturities of investments, the receipt of $14.3 million previously held in escrow in connection with the sale of the Aero product lines during the six months ended July 5, 2008 and a payment of $2.8 million during the six months ended July 4, 2009 for considerationpreviously held in escrow in connection with our purchase of Silembia.

We anticipate capital expenditures of approximately $8 to $12 million for fiscal 2009.  Additionally, as part of our growth strategy, we expect to evaluate opportunities to invest in or acquire other businesses, intellectual property or technologies that would complement or expand our current offerings, expand the breadth of our markets or enhance our technical capabilities.

Net cash used in financing activities was $6.7 million during the six months ended July 4, 2009, compared to net cash used of $169.5 million during the six months ended July 5, 2008.  The decrease was principally due to a decrease of $163.2 million for repurchases of our common stock.  In July 2007 and October 2008, our Board of Directors authorized programs to repurchase up to $400 million and $100 million of our common stock, respectively.

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

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.

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

Stock compensation – We recognize the fair-value of stock-based compensation transactions in the Consolidated Statement of Income in accordance with FASB SFAS No. 123 (revised 2004), Share-Based Payment, (SFAS 123R).  The fair value of our stock-based awards is estimated at the date of grant using the Black-Scholes option pricing model.  The Black-Scholes valuation calculation requires us to estimate key assumptions such as future stock price volatility, expected terms, risk-free rates and dividend yield.  Expected stock price volatility is based on implied volatility from traded options on our stock in the marketplace and historical volatility of our stock.  The expected term of options granted is derived from an analysis of historical exercises and remaining contractual life of stock options, and represents the period of time that options granted are expected to be outstanding.  The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant.  We have never paid cash dividends, and do not currently intend to pay cash dividends, and thus have assumed a 0% dividend yield.  In addition, we are required to estimate the expected forfeiture rate of our stock grants and only recognize the expense for those shares expected to vest.  If our actual experience differs significantly from the assumptions used to compute our stock-based compensation cost, or if different assumptions had been used, we may have recorded too much or too little stock-based compensation cost.  See Note 6, Stockholders’ Equity and Stock-Based Compensation, to the Condensed Consolidated Financial Statements for a further discussion on stock-based compensation.

Investments in auction-rate securities –  We determine the fair value of our 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 the 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 resulted, the difference between the fair value and the carrying value is recorded as an impairment charge in the Consolidated Statement of Income.  Impairments that we conclude are temporary are recorded in accumulated other comprehensive loss.

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

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

We adopted FASB Financial Interpretation No. (FIN) 48, Accounting for Uncertainty in Income Taxes, at the beginning of fiscal 2007.  As a result of the adoption of FIN 48, we recognize liabilities for uncertain tax positions based on the two-step process prescribed by the interpretation.  The first step requires us to determine if the weight of available evidence indicates that the tax position has met the threshold for recognition; therefore, we must evaluate whether it is more likely than not that the position will be sustained on audit, including resolution of any related appeals or litigation processes.  The second step requires us to measure the tax benefit of the tax position taken, or expected to be taken, in an income tax return as the largest amount that is more than 50% likely of being realized upon ultimate settlement.  This measurement step is inherently complex and requires subjective estimations of such amounts to determine the probability of various possible outcomes.  We re-evaluate the uncertain tax positions each quarter based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, expirations of statutes of limitation, effectively settled issues under audit, and new audit activity.  Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision in the period.

Although we believe the measurement of our liabilities for uncertain tax positions is reasonable, no assurance can be given that the final outcome of these matters will not be different than what is reflected in the historical income tax provisions and accruals.  If additional taxes are assessed as a result of an audit or litigation, it could have a material effect on our income tax provision and net income in the period or periods for which that determination is made. We operate within multiple taxing jurisdictions and are subject to audit in these jurisdictions.  These audits can involve complex issues which may require an extended period of time to resolve and could result in additional assessments of income tax.  We believe adequate provisions for income taxes have been made for all periods.

Recent Accounting Pronouncements

In April 2009, the Financial Accounting Standards Board (FASB) issued the following FASB Staff Positions (FSPs):

·FSP FAS No. 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly, provides additional guidance for estimating fair value in accordance with FASB Statement No. 157, Fair Value Measurements, when the volume and level of activity for the asset or liability have significantly decreased. This FSP also includes guidance on identifying circumstances that indicate a transaction is not orderly.

·FSP No. FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments, amends the other-than-temporary impairment guidance in U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements.

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·FSP No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments, amends FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This FSP also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in summarized financial information at interim reporting periods.

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

In June 2008, the FASB issued FSP EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.  FSP EITF 03-6-1 provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method described in FASB SFAS No. 128, Earnings per Share.  FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those years on a retrospective basis.  We adopted FSP EITF 03-6-1 at the beginning of fiscal 2009.  The adoption did not have a material impact on our financial statements.

Qualitative and Quantitative Disclosures about Market Risk

Interest Income

Our investment portfolio includes cash, cash equivalents, short-term investments and long-term investments.  Our main investment objectives are the preservation of investment capital and the maximization of after-tax returns on our investment portfolio.  Our interest income is sensitive to changes in the general level of U.S. interest rates.  Based on our investment portfolio holdings as of July 4, 2009, an immediate 100 basis point decline in the yield for such instruments would decrease our annual interest income by approximately $3.2 million.  We believe that our investment policy is conservative, both in the duration of our investments and the credit quality of the investments we hold.

Headquarters Lease Rent

We are exposed to interest rate fluctuations in the normal course of our business, including through our corporate headquarters leases.  The base rents for these leases are calculated using a variable interest rate based on the three-month LIBOR.  We have entered into interest rate swap agreements with notional values of $44.3 million and $50.1 million and, effectively, fixed the rent payment amounts on these leases through March 2011 and March 2013, respectively.  The fair value of the interest rate swap agreements at July 4, 2009 was a $4.9 million obligation.

Investments in Auction-rate Securities

Beginning in fiscal 2008, auctions for many of our auction-rate securities failed because sell orders exceeded buy orders.  As of July 4, 2009, we held $52.9 million par value auction-rate securities, all of which experienced failed auctions.  The principal associated with failed auctions are not expected to be accessible until a successful auction occurs, the issuer redeems the securities, a buyer is found outside of the auction process or the underlying securities mature. We are unable to predict if these funds will become available before their maturity dates.  Additionally, if we determine that an other-than-temporary decline in the fair value of any of our available-for-sale auction-rate securities has occurred, we may be required to adjust the carrying value of the investments through an impairment charge.  In November 2008, we entered into an agreement with UBS, which provides us certain rights to sell to UBS the auction-rate securities which were purchased through them.  As of July 4, 2009, we held $25.4 million par value auction-rate securities purchased from UBS.  We have the option to sell these securities to UBS at par value from June 30, 2010 through July 2, 2012.  See Note 3, Financial Instruments, to the Condensed Consolidated Financial Statements for additional information.

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Available Information

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

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Information related to quantitative and qualitative disclosures regarding market risk is set forth in Management’s Discussion and Analysis of Financial Condition and Results of Operations under Item 2 above.  Such information is incorporated by reference herein.

Item 4.  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 July 4, 2009 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 July 4, 2009 that materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Part II.  Other Information

Item 1.  Legal Proceedings

Securities Litigation

On December 6, 2001, a class action complaint for violations of U.S. federal securities laws was filed in the United States District Court for the Southern District of New York against us, four of our officers individually and the three investment banking firms who served as representatives of the underwriters in connection with our initial public offering of common stock.  The Consolidated Amended Complaint alleges that the registration statement and prospectus for our initial public offering did not disclose that (1) the underwriters solicited and received additional, excessive and undisclosed commissions from certain investors, and (2) the underwriters had agreed to allocate shares of the offering in exchange for a commitment from the customers to purchase additional shares in the aftermarket at pre-determined higher prices.  The Complaint alleges violations of the Securities Act of 1933 and the Securities Exchange Act of 1934.  The action seeks damages in an unspecified amount and is being coordinated with approximately 300 other nearly identical actions filed against other companies.  A court order dated October 9, 2002 dismissed without prejudice our four officers who had been named individually.  Plaintiffs selected six “focus” cases, which do not include us, which are intended to serve as test cases.  The Court indicated that its decisions in the six focus cases are intended to provide strong guidance for the parties in the remaining cases.

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On August 14, 2007, the plaintiffs filed amended complaints in the six focus cases.  On September 27, 2007, the plaintiffs moved to certify a class in these six cases.  On November 14, 2007, the defendants in the six focus cases filed motions to dismiss the amended complaints.  On March 26, 2008, the District Court dismissed the Securities Act claims of those members of the putative classes in the focus cases who sold their securities for a price in excess of the initial offering price and those who purchased outside the previously certified class period.  With respect to all other claims, the motions to dismiss were denied.  On October 10, 2008, at the request of plaintiffs, plaintiffs’ motion for class certification was withdrawn, without prejudice.  On April 3, 2009, the plaintiffs submitted to the Court a motion for preliminary approval of a settlement of the approximately 300 coordinated cases, which includes us, the underwriter defendants in its class action lawsuit, and the plaintiff class in its class action lawsuit.  The insurers for the issuer defendants in the coordinated cases will make the settlement payment on behalf of the issuers, including us.  On June 11, 2009, the Court issued an order preliminarily approving the proposed stipulation and agreement of settlement among the parties and certifying settlement classes.  The settlement is subject to termination by the parties under certain circumstances and final approval by the Court.  The hearing on final approval is currently scheduled for September 10, 2009.  There is no assurance that the Court will grant final approval.

As the litigation process is inherently uncertain, we are unable to predict the outcome of the above described matter.  While we do maintain liability insurance, we could incur losses that are not covered by our liability insurance or that exceed the limits of our liability insurance.  Such losses could have a material impact on our business and our results of operations or financial position.

Other

We are involved in various other legal proceedings that have arisen in the normal course of business.  While the ultimate results of these matters cannot be predicted with certainty, we do not expect them to have a material adverse effect on the consolidated financial position or results of operations.

Item 1A.  Risk Factors

Risks Related to our Business

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

Although we have generally experienced revenue growth in our history, we may not be able to sustain this growth.  We may also experience significant period-to-period fluctuations in our revenues and operating results in the future due to a number of factors, and any such variations may cause our stock price to fluctuate.  In some future period our revenues or operating results may be below the expectations of public market analysts or investors.  If this occurs, our stock price may drop, perhaps significantly.

A number of factors, in addition to those cited in other risk factors applicable to our business, may contribute to fluctuations in our revenues and operating results, including:

·The timing and volume of orders received from our customers;

·The timeliness of our new product introductions and the rate at which our new products may cannibalize our older products;

·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”;

·The time lag and realization rate between “design wins” and production orders;

·The demand for, and life cycles of, the products incorporating our ICs;

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·The rate of adoption of mixed-signal ICs in the markets we target;

·Deferrals or reductions of customer orders in anticipation of new products or product enhancements from us or our competitors or other providers of ICs;

·Changes in product mix;

·The average selling prices for our products could drop suddenly due to competitive offerings or competitive predatory pricing, especially with respect to our mobile handset and modem products;

·The average selling prices for our products generally decline over time;

·Changes in market standards;

·Impairment charges related to inventory, equipment or other long-lived assets;

·The software used in our products, including software provided by third-parties, may not meet the needs of our customers;

·Significant legal costs to defend our intellectual property rights or respond to claims against us; and

·The rate at which new markets emerge for products we are currently developing or for which our design expertise can be utilized to develop products for these new markets.

The markets for mobile handsets, consumer electronics, satellite set-top boxes and VoIP applications are characterized by rapid fluctuations in demand and seasonality that result in corresponding fluctuations in the demand for our products that are incorporated in such devices.  Additionally, the rate of technology acceptance by our customers results in fluctuating demand for our products as customers are reluctant to incorporate a new IC into their products until the new IC has achieved market acceptance.  Once a new IC achieves market acceptance, demand for the new IC can quickly accelerate to a point and then level off such that rapid historical growth in sales of a product should not be viewed as indicative of continued future growth.  In addition, demand can quickly decline for a product when a new IC product is introduced and receives market acceptance.  Due to the various factors mentioned above, the results of any prior quarterly or annual periods should not be relied upon as an indication of our future operating performance.

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

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

·Changing requirements of customers;

·Accurate prediction of market and technical requirements;

·Timely completion and introduction of new designs;

·Timely qualification and certification of our ICs for use in our customers’ products;

·Commercial acceptance and volume production of the products into which our ICs will be incorporated;

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·Availability of foundry, assembly and test capacity;

·Achievement of high manufacturing yields;

·Quality, price, performance, power use and size of our products;

·Availability, quality, price and performance of competing products and technologies;

·Our customer service, application support capabilities and responsiveness;

·Successful development of our relationships with existing and potential customers;

·Changes in technology, industry standards or end-user preferences; and

·Cooperation of third-party software providers and our semiconductor vendors to support our chips within a system.

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

We are subject to credit risks related to our accounts receivable

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

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

Our ICs are used as components in electronic devices in various markets.  As a result, we have devoted and expect to continue to devote a large amount of resources to develop products based on new and emerging technologies and standards that will be commercially introduced in the future.  Research and development expense during the six months ended July 4, 2009 was $51.9 million, or 27.6% of revenues.  A number of large companies are actively involved in the development of these new technologies and standards.  Should any of these companies delay or abandon their efforts to develop commercially available products based on new technologies and standards, our research and development efforts with respect to these technologies and standards likely would have no appreciable value.  In addition, if we do not correctly anticipate new technologies and standards, or if the products that we develop based on these new technologies and standards fail to achieve market acceptance, our competitors may be better able to address market demand than we would.  Furthermore, if markets for these new technologies and standards develop later than we anticipate, or do not develop at all, demand for our products that are currently in development would suffer, resulting in lower sales of these products than we currently anticipate.

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

The loss of any of our key customers, or a significant reduction in sales to any one of them, would significantly reduce our revenues and adversely affect our business.  During the six months ended July 4, 2009, our ten largest customers accounted for 45% of our revenues.  Some of the markets for our products are dominated by a small number of potential customers.  Therefore, our operating results in the foreseeable future will continue to depend on our ability to sell to these dominant customers, as well as the ability of these customers to sell products that incorporate our IC products.  In the future, these customers may decide not to purchase our ICs at all, purchase fewer ICs than they did in the past or alter their purchasing patterns, particularly because:

·We do not have material long-term purchase contracts with our customers;

·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;

·Some of our customers may have efforts underway to actively diversify their vendor base which could reduce purchases of our ICs; and

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

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

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

We have established additional international subsidiaries and have opened additional offices in international markets to expand our international activities in Europe and Asia.  This has included the establishment of a headquarters in Singapore for non-U.S. operations.  The percentage of our revenues derived from customers located outside of the United States was 88% during the six months ended July 4, 2009.  We may not be able to maintain or increase international market demand for our products.  Our international operations are subject to a number of risks, including:

·Increased complexity and costs of managing international operations and related tax obligations, including our headquarters for non-U.S. operations in Singapore;

·Protectionist laws and business practices that favor local competition in some countries;

·Difficulties related to the protection of our intellectual property rights in some countries;

·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;

·Longer sales cycles;

·Greater difficulty in accounts receivable collection and longer collection periods;

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·High levels of distributor inventory subject to price protection and rights of return to us;

·Political and economic instability;

·Greater difficulty in hiring and retaining qualified technical sales and applications engineers and administrative personnel; and

·The need to have business and operations systems that can meet the needs of our international business and operating structure.

To date, all of our sales to international customers and purchases of components from international suppliers have been denominated in U.S. dollars.  As a result, an increase in the value of the U.S. dollar relative to foreign currencies could make our products more expensive for our international customers to purchase, thus rendering our products less competitive.

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

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

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

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

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

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

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

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

In recent years, there has been significant litigation in the United States involving patents and other intellectual property rights.  From time to time, we receive letters from various industry participants alleging infringement of patents, trademarks or misappropriation of trade secrets or from customers requesting indemnification for claims brought against them by third parties.  The exploratory nature of these inquiries has become relatively common in the semiconductor industry.  We respond when we deem appropriate and as advised by legal counsel.  We have been involved in litigation to protect our intellectual property rights in the past and may become involved in such litigation again in the future.  In the future, we may become involved in additional litigation to defend allegations of infringement asserted by others, both directly and indirectly as a result of certain industry-standard indemnities we may offer to our customers.  Legal proceedings could subject us to significant liability for damages or invalidate our proprietary rights.  Legal proceedings initiated by us to protect our intellectual property rights could also result in counterclaims or countersuits against us.  Any litigation, regardless of its outcome, would likely be time-consuming and expensive to resolve and would divert our management’s time and attention.  Most intellectual property litigation also could force us to take specific actions, including:

·Cease selling products that use the challenged intellectual property;

·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;

·Redesign those products that use infringing intellectual property; or

·Pursue legal remedies with third parties to enforce our indemnification rights, which may not adequately protect our interests.

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

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

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

We do not have our own wafer fab manufacturing facilities.  Therefore, we rely on third-party vendors to manufacture the ICs we design.  We also currently rely on Asian third-party assembly subcontractors to assemble and package the silicon chips provided by the wafers for use in final products.  Additionally, we rely on these offshore subcontractors for a substantial portion of the testing requirements of our products prior to shipping.  We expect utilization of third-party subcontractors to continue in the future.

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

There are significant risks associated with relying on these third-party foundries and subcontractors, including:

·Failure by us, our customers or their end customers to qualify a selected supplier;

·Potential insolvency of the third-party subcontractors;

·Reduced control over delivery schedules and quality;

·Limited warranties on wafers or products supplied to us;

·Potential increases in prices or payments in advance for capacity;

·Increased need for international-based supply, logistics and financial management;

·Their inability to supply or support new or changing packaging technologies; and

·Low test yields.

We typically do not have long-term supply contracts with our third-party vendors which obligate the vendor to perform services and supply products to us for a specific period, in specific quantities, and at specific prices.  Our third-party foundry, assembly and test subcontractors typically do not guarantee that adequate capacity will be available to us within the time required to meet demand for our products.  In the event that these vendors fail to meet our demand for whatever reason, we expect that it would take up to 12 months to transition performance of these services to new providers.  Such a transition may also require qualification of the new providers by our customers or their end customers.

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

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Our products incorporate technology licensed from third parties

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

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

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

We are subject to risks relating to product concentration

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

·A decline in demand for any of our more significant products, including our modem products, FM tuners or ProSLIC;

·Failure of our products to achieve continued market acceptance;

·An improved version of our products being offered by a competitor;

·New technological standards or changes to existing standards that we are unable to address with our products;

·A failure to release new products or enhanced versions of our existing products on a timely basis; and

·The failure of our new products to achieve market acceptance.

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We depend on our key personnel to manage our business effectively in a rapidly changing market, and if we are unable to retain our current personnel and hire additional personnel, our ability to develop and successfully market our products could be harmed

We believe our future success will depend in large part upon our ability to attract and retain highly skilled managerial, engineering, sales and marketing personnel.  We believe that our future success will be dependent on retaining the services of our key personnel, developing their successors and certain internal processes to reduce our reliance on specific individuals, and on properly managing the transition of key roles when they occur.  There is currently a shortage of qualified personnel with significant experience in the design, development, manufacturing, marketing and sales of analog and mixed-signal ICs.  In particular, there is a shortage of engineers who are familiar with the intricacies of the design and manufacturability of analog elements, and competition for such personnel is intense.  Our key technical personnel represent a significant asset and serve as the primary source for our technological and product innovations.  We may not be successful in attracting and retaining sufficient numbers of technical personnel to support our anticipated growth.  The loss of any of our key employees or the inability to attract or retain qualified personnel both in the United States and internationally, including engineers, sales, applications and marketing personnel, could delay the development and introduction of, and negatively impact our ability to sell, our products.

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

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

·      Problems integrating the acquired operations, technologies or products with our existing business and products;

·      Diversion of management’s time and attention from our core business;

·      Need for financial resources above our planned investment levels;

·      Difficulties in retaining business relationships with suppliers and customers of the acquired company;

·      Risks associated with entering markets in which we lack prior experience;

·      Risks associated with the transfer of licenses of intellectual property;

·      Increased operating costs due to acquired overhead;

·      Tax issues associated with acquisitions;

·      Acquisition-related disputes, including disputes over earn-outs and escrows;

·      Potential loss of key employees of the acquired company; and

·      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.

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Any dispositions we make could harm our financial condition

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

·Diversion of management’s time and attention from our core business;

·Difficulties separating the divested business;

·Risks to relations with customers who previously purchased products from our disposed product lines;

·Reduced leverage with suppliers due to reduced aggregate volume;

·Risks related to employee relations;

·Risks associated with the transfer and licensing of intellectual property;

·Security risks and other liabilities related to the transition services provided in connection with the disposition;

·Tax issues associated with dispositions; and

·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:

·Actual or anticipated fluctuations in our operating results;

·Changes in financial estimates by securities analysts or our failure to perform in line with such estimates;

·Changes in market valuations of other technology companies, particularly semiconductor companies;

·Announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures or capital commitments;

·Introduction of technologies or product enhancements that reduce the need for our products;

·The loss of, or decrease in sales to, one or more key customers;

·A large sale of stock by a significant shareholder;

·Dilution from the issuance of our stock in connection with acquisitions;

·The addition or removal of our stock to or from a stock index fund;

·Departures of key personnel; and

·The required expensing of stock options.

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

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

Most of TSMC’s foundries and several of our assembly and test subcontractors’ sites are located in Taiwan and our other assembly and test subcontractors are located in the Pacific Rim region.  In addition, many of our customers are located in the Pacific Rim region.  The risk of earthquakes in Taiwan and the Pacific Rim region is significant due to the proximity of major earthquake fault lines in the area.  We are not currently covered by insurance against business disruption caused by earthquakes as such insurance is not currently available on terms that we believe are commercially reasonable.  Earthquakes, fire, flooding, lack of water or other natural disasters, an epidemic, political unrest, war, labor strikes or work stoppages in countries where our semiconductor manufacturers, assemblers and test subcontractors are located, likely would result in the disruption of our foundry, assembly or test capacity.  There can be no assurance that alternate capacity could be obtained on favorable terms, if at all.

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

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

Our products rely on our proprietary technology, and we expect that future technological advances made by us will be critical to sustain market acceptance of our products.  Therefore, we believe that the protection of our intellectual property rights is and will continue to be important to the success of our business.  We rely on a combination of patent, copyright, trademark and trade secret laws and restrictions on disclosure to protect our intellectual property rights.  We also enter into confidentiality or license agreements with our employees, consultants, intellectual property providers and business partners, and control access to and distribution of our documentation and other proprietary information.  Despite these efforts, unauthorized parties may attempt to copy or otherwise obtain and use our proprietary technology.  Monitoring unauthorized use of our technology is difficult, and we cannot be certain that the steps we have taken will prevent unauthorized use of our technology, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States.  We cannot be certain that patents will be issued as a result of our pending applications nor can we be certain that any issued patents would protect or benefit us or give us adequate protection from competing products.  For example, issued patents may be circumvented or challenged and declared invalid or unenforceable.  We also cannot be certain that others will not develop effective competing technologies on their own.

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

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

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

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

In certain products, some of our customers offer their own competitive products.  These customers may find it advantageous to support their own offerings in the marketplace in lieu of promoting our products.

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

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

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

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

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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:

·The division of our Board of Directors into three classes to be elected on a staggered basis, one class each year;

·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;

·A prohibition on stockholder action by written consent;

·Elimination of the right of stockholders to call a special meeting of stockholders;

·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

·A requirement that a supermajority vote be obtained to amend or repeal certain provisions of our certificate of incorporation.

We also are subject to the anti-takeover laws of Delaware which may discourage, delay or prevent someone from acquiring or merging with us, which may adversely affect the market price of our common stock.

Risks related to our industry

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

The semiconductor industry is highly cyclical and is characterized by constant and rapid technological change, rapid product obsolescence and price erosion, evolving standards, short product life cycles and wide fluctuations in product supply and demand.  The industry has experienced significant fluctuations, often connected with, or in anticipation of, maturing product cycles and new product introductions of both semiconductor companies’ and their customers’ products and fluctuations in general economic conditions.  Deteriorating general worldwide economic conditions, including reduced economic activity, concerns about credit and inflation, increased energy costs, decreased consumer confidence, reduced corporate profits, decreased spending and similar adverse business conditions, would make it very difficult for our customers, our vendors, and us to accurately forecast and plan future business activities and could cause U.S. and foreign businesses to slow spending on our products.  We cannot predict the timing, strength, or duration of any economic slowdown or economic recovery.  If the economy or markets in which we operate deteriorate, our business, financial condition, and results of operations would likely be materially and adversely affected.

Downturns have been characterized by diminished product demand, production overcapacity, high inventory levels and accelerated erosion of average selling prices.  We believe the semiconductor industry is currently suffering 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.  This downturn has had, and may continue to have, a material adverse effect on our business and operating results.

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

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

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

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

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

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.

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Our pursuit of necessary technological advances may require substantial time and expense.  We may not be successful in developing or using new technologies or in developing new products or product enhancements that achieve market acceptance.  If our ICs fail to achieve market acceptance, our growth prospects, operating results and competitive position could be adversely affected.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

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.

The following table summarizes repurchases of our common stock during the three months ended July 4, 2009:

Period	Total Number of Shares Purchased	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
April 5, 2009 – May 2, 2009	63,700	$27.77	63,700	$68,167,448
May 3, 2009 – May 30, 2009	143,400	$31.34	143,400	$63,673,943
May 31, 2009 – July 4, 2009	14,900	$34.85	14,900	$63,154,709
Total	222,000	$30.55	222,000

In October 2008, we announced that our Board of Directors authorized a program to repurchase up to $100 million of our common stock.  Such repurchases may occur over a 12-month period.  The program allows for repurchases to be made in the open market or in private transactions, including structured or accelerated transactions, subject to applicable legal requirements and market conditions.

Item 3.  Defaults Upon Senior Securities

Not applicable

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

On April 23, 2009, we held our Annual Meeting of Shareholders.  The matters voted upon at the meeting and the results of those votes were as follows:

Election of Class II Directors

	Total VotesFor Director	Total Votes WithheldFrom Director
Harvey B. Cash	40,209,517	3,061,235
Necip Sayiner	42,620,789	649,963
David R. Welland	42,611,666	659,086

Ratification of the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending January 2, 2010

Votes For	Votes Against	Votes Abstaining	Broker Non-Votes
43,163,753	93,877	13,122	--

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Approval of the 2009 Stock Incentive Plan

Votes For	Votes Against	Votes Abstaining	Broker Non-Votes
28,450,675	10,678,631	14,579	4,126,867

Approval of the 2009 Employee Stock Purchase Plan

Votes For	Votes Against	Votes Abstaining	Broker Non-Votes
32,641,973	6,488,633	13,280	4,126,866

The following individuals, who were not up for election at this Annual Meeting of Shareholders, continue to serve as directors: Navdeep S. Sooch, Nelson C. Chan, Robert Ted Enloe, III, Kristen M. Onken, Laurence G. Walker and William P. Wood.

Item 5.  Other Information

Not applicable

Item 6.  Exhibits

The following exhibits are filed as part of this report:

Exhibit

Number

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

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

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

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

10.1*+ Silicon Laboratories Inc. 2009 Stock Incentive Plan (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 27, 2009).

10.2*+ Silicon Laboratories Inc. 2009 Employee Stock Purchase Plan (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on April 27, 2009).

10.3*+ Form of Restricted Stock Units Grant Notice and Restricted Stock Units Award Agreement under Registrant’s 2009 Stock Incentive Plan (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on April 27, 2009).

10.4*+ Form of Stock Option Grant Notice and Stock Option Award Agreement under Registrant’s 2009 Stock Incentive Plan (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on April 27, 2009).

31.1Certification of the Principal Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.

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31.2Certification of the Principal Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.

32.1Certification as required by Section 906 of the Sarbanes-Oxley Act of 2002.

*  Incorporated herein by reference to the indicated filing.

+  Management contract or compensatory plan or arrangement

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SIGNATURES

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 thereunto duly authorized.

	SILICON LABORATORIES INC.
July 29, 2009	/s/ Necip Sayiner
Date	Necip Sayiner President and Chief Executive Officer (Principal Executive Officer)
July 29, 2009	/s/ William G. Bock
Date	William G. Bock Senior Vice President and Chief Financial Officer(Principal Financial Officer)

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