8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

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

Date of report (Date of earliest event reported): October 27, 2010

SILICON LABORATORIES INC.

(Exact Name of Registrant as Specified in Charter)

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

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

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

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

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

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

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

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

Item 2.02. Results of Operations and Financial Condition

On October 27, 2010, Silicon Laboratories Inc. (“Silicon Laboratories”) issued a press release describing its results of operations for its fiscal quarter ended October 2, 2010.  A copy of the press release is attached as Exhibit 99 to this report.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

99  Press Release of Silicon Laboratories Inc. dated October 27, 2010.

Use of Non-GAAP Financial Information

From time to time, Silicon Laboratories provides certain non-GAAP financial measures as additional information relating to its operating results.  The non-GAAP financial measurements provided in the press release furnished herewith do not replace the presentation of Silicon Laboratories’ GAAP financial results. These additional measurements merely provide supplemental information to assist investors in analyzing Silicon Laboratories’ financial position and results of operations; however, these measures are not in accordance with, or an alternative to, GAAP and may be different from non-GAAP measures used by other companies. Silicon Laboratories has chosen to provide this information to investors because it believes that such supplemental information enables them to perform meaningful comparisons of past, present and future operating results, and as a means to highlight the results of core ongoing operations.

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

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

2

SIGNATURE

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

	SILICON LABORATORIES INC.
October 27, 2010	/s/ Paul V. Walsh, Jr.
Date	Paul V. Walsh, Jr. Vice President of Finance (Principal Accounting Officer)

3

EXHIBIT INDEX

Exhibit No.	Description
99	Press release dated October 27, 2010 of the Registrant

4

EX-99

Exhibit 99

SILICON LABORATORIES REPORTS THIRD QUARTER RESULTS

AUSTIN, Texas — Oct. 27, 2010 — Silicon Laboratories Inc. (Nasdaq: SLAB), a leader in high-performance, analog-intensive, mixed-signal integrated circuits (ICs), today reported revenue of $120.2 million for the third quarter, and better than anticipated earnings per share of $0.40.

Financial Highlights

Third quarter revenue of $120.2 million represented a five percent decrease from the same period in 2009. Third quarter GAAP gross margin was 65.5 percent. R&D investment for the third quarter was nearly flat sequentially at $30.8 million.  SG&A expense declined to $28.6 million. GAAP operating income was 16.1 percent. The GAAP tax rate was six percent, resulting in fully diluted earnings per share of $0.40.

The following non-GAAP results exclude the impact of stock compensation expense and other one-time items. Non-GAAP gross margin for the quarter was down slightly as expected to 65.8 percent, but still above the company’s target model. Non-GAAP operating expenses declined to $49.4 million. Specifically, R&D was about flat at $26.4 million and SG&A decreased to $23.0 million.  Non-GAAP operating income totaled 24.7 percent of revenue. Non-GAAP diluted earnings per share were at the high end of revised guidance at $0.53. The reconciling charges are set forth in the financial measures table included below.

Share repurchases during the quarter totaled $40 million, bringing the year-to-date total to $140 million. The company ended the quarter with $365 million in cash, cash equivalents and investments due to continued healthy cash flow from operations.

Business Summary

The revenue decline in the quarter was due in part to demand weakness and inventory

misalignment for the company’s products shipping into consumer-oriented applications. The Access business was down as anticipated. The Broadcast business experienced a market-related slowdown in the company’s Consumer Audio products as well as the expected declines in handsets. The Broad-based business was also impacted by end market weakness, particularly Embedded Mixed-Signal products, which were down sequentially, while Timing products enjoyed another record quarter.

The company continued to secure strategic design wins across its growth businesses, including new wins in wireless, timing, isolation, human interface, microcontroller, consumer audio and video products, providing strong evidence of the company’s ability to return to revenue growth as the end markets recover. New Class D amplifier and human interface products announced during the quarter also represent expansions of the company’s portfolio in key end markets. Research and development hiring and investment continued, with new products in development at a record high.

“While this retreat in revenue is uncharacteristic, we believe the fourth quarter represents a trough, and the composition of the business that will emerge in 2011 will be even more growth oriented,” said Necip Sayiner, President and CEO of Silicon Laboratories. “We’re very optimistic about progress in our emerging video product line and continue to view our Broad-based business as a strategic growth engine in 2011 and beyond.”

The company guided revenue for the fourth quarter in the range of $105 to $111 million.

Webcast and Conference Call

A conference call discussing the results will follow this press release today at 7:30 a.m. central time. An audio webcast will be available simultaneously on Silicon Laboratories’ website under Investor Relations (www.silabs.com).  A replay will be available after the call at the same website listed above or by calling 1 (800) 642-1687 or +1 (706) 645-9291 (international). Replays will be available through November 10, 2010.

About Silicon Laboratories Inc.

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

Forward Looking Statements

This press release contains forward-looking statements based on Silicon Laboratories’ current expectations. The words “believe,” “estimate,” “expect,” “intend,” “anticipate,” “plan,” “project,” “will” and similar phrases as they relate to Silicon Laboratories are intended to identify such forward-looking statements. These forward-looking statements reflect the current views and assumptions of Silicon Laboratories and are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. Among the factors that could cause actual results to differ materially from those in the forward-looking statements are the following: risks that Silicon Laboratories may not be able to maintain its historical growth; quarterly fluctuations in revenues and operating results; volatile stock price; average selling prices of products may decrease significantly and rapidly, difficulties developing new products that achieve market acceptance; dependence on a limited number of products and customers; intellectual property litigation risks; inventory-related risks; risks associated with acquisitions; difficulties managing international activities; difficulties managing our manufacturers and subcontractors; risks that Silicon Laboratories may not be able to manage strains associated with its growth; credit risks associated with our accounts receivable; dependence on key personnel; risks associated with divestitures; geographic concentration of manufacturers, assemblers, test service providers and customers in Asia that subjects Silicon Laboratories’ business and results of operations to risks of natural disasters, epidemics, war and political unrest; the competitive and cyclical nature of the semiconductor industry and other factors that are detailed in Silicon Laboratories’ filings with the SEC. Silicon Laboratories disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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

CONTACT: Silicon Laboratories Inc., Shannon Pleasant, (512) 464 9254, shannon.pleasant@silabs.com

Silicon Laboratories Inc.

Condensed Consolidated Statements of Income

(In thousands, except per share data)

(Unaudited)

	Three Months Ended						Nine Months Ended
	October 2, 2010			October 3, 2009			October 2, 2010			October 3, 2009
Revenues	$	120,154		$	125,913		$	381,450		$	313,830
Cost of revenues	41,484			44,878			128,297			117,336
Gross margin	78,670			81,035			253,153			196,494
Operating expenses:
Research and development	30,769			25,904			91,200			77,841
Selling, general and administrative	28,556			28,592			86,296			78,221
Operating expenses	59,325			54,496			177,496			156,062
Operating income	19,345			26,539			75,657			40,432
Other income (expense):
Interest income	540			546			1,839			2,083
Interest expense	(21		)	(51		)	(66		)	(154		)
Other income (expense), net	(394		)	8			(1,277		)	298
Income before income taxes	19,470			27,042			76,153			42,659
Provision for income taxes	1,237			4,603			15,794			9,819
Net income	$	18,233		$	22,439		$	60,359		$	32,840
Earnings per share:
Basic	$	0.41		$	0.50		$	1.34		$	0.73
Diluted	$	0.40		$	0.47		$	1.28		$	0.71
Weighted-average common shares outstanding:
Basic	44,341			45,170			45,182			44,814
Diluted	46,009			47,322			47,103			46,127

Unaudited Reconciliation of GAAP to Non-GAAP Financial Measures

(In thousands, except per share data)

	Three Months Ended October 2, 2010
Non-GAAP Income  Statement Items	GAAP Measure		GAAP Percent of Revenue		Stock Compensation Expense		Non-GAAP Measure		Non-GAAP Percent of Revenue
Revenues	$	120,154
Gross margin	78,670		65.5	%	$	368	$	79,038	65.8	%
Research and development	30,769		25.6	%	4,371		26,398		22.0	%
Selling, general and administrative	28,556		23.8	%	5,591		22,965		19.1	%
Operating expenses	59,325		49.4	%	9,962		49,363		41.1	%
Operating income	19,345		16.1	%	10,330		29,675		24.7	%

	Three Months Ended October 2, 2010
Non-GAAP Diluted  Earnings Per Share	GAAP Measure		Stock Compensation Expense		Acquisition Tax Reversal			Non-GAAP Measure
Net income	$	18,233	$	9,009	$	(2,713	)	$	24,529
Diluted shares outstanding	46,009		—		—			46,009
Diluted earnings per share	$	0.40						$	0.53

Silicon Laboratories Inc.

Condensed Consolidated Balance Sheets

(In thousands, except per share data)

(Unaudited)

	October 2, 2010			January 2, 2010
Assets
Current assets:
Cash and cash equivalents	$	107,651		$	195,737
Short-term investments	238,341			214,486
Accounts receivable, net of allowance for doubtful accounts of $771 at October 2, 2010 and $567 at January 2, 2010	63,801			56,128
Inventories	38,140			31,512
Deferred income taxes	10,318			7,620
Prepaid expenses and other current assets	29,960			18,515
Total current assets	488,211			523,998
Long-term investments	19,313			24,676
Property and equipment, net	25,910			27,785
Goodwill	109,222			105,109
Other intangible assets, net	46,156			41,886
Other assets, net	21,328			19,384
Total assets	$	710,140		$	742,838
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	26,837		$	28,759
Accrued expenses	27,751			25,399
Deferred income on shipments to distributors	33,193			28,470
Income taxes	298			6,011
Total current liabilities	88,079			88,639
Long-term obligations and other liabilities	21,661			24,403
Total liabilities	109,740			113,042
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; 43,720 and 45,772 shares issued and outstanding at October 2, 2010 and January 2, 2010, respectively	4			5
Additional paid-in capital	37,175			128,262
Retained earnings	566,244			505,885
Accumulated other comprehensive loss	(3,023		)	(4,356		)
Total stockholders’ equity	600,400			629,796
Total liabilities and stockholders’ equity	$	710,140		$	742,838

 #  #  #