What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-04 compared with 2024-02-20 · 418 added, 385 removed, 719 unchanged (53% of the section changed)

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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 not effective as of December 30, 2023 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, as a result of the material weakness in our internal control over financial reporting described below.

Notwithstanding the material weakness in internal control over financial reporting described below, management believes and has concluded that the consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S.

generally accepted accounting principles.

Based on that evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures were effective as of December 28, 2024 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.

Changes in Internal Control over Financial Reporting

There was no change in our internal controls during the fiscal quarter ended December 30, 2023 that materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

There was no change in our internal controls during the fiscal quarter ended December 28, 2024 that materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting, other than the remediation efforts of the material weakness discussed below.

Remediation of Material Weakness in Internal Control over Financial Reporting

As previously disclosed in Item 9A.

Controls and Procedures in our Annual Report on Form 10-K for the year ended December 30, 2023 filed with the SEC, our management, including our CEO and CFO, identified deficiencies in our internal control over financial reporting that we believe rose to the level of a material weakness.

A material weakness is a deficiency, or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable

possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

This material weakness did not result in any material errors.

To address the material weakness related to undue reliance on forecasted inventory demand information used in determining inventory carrying value adjustments, we completed the following:

• Evaluated and reassessed the design of our inventory valuation methods, including key assumptions used in the determination of the net realizable value of our inventory;

• Designed and implemented enhanced controls and documentation requirements during the quarter ended December 28, 2024 that support the completeness and accuracy of data used in the inventory valuation assessment;

• Formalized management’s review and assessment of information used in the inventory valuation assessment;

• Refined the critical assumptions to be used in the inventory valuation assessment, including demand forecast information, historical results, market conditions, and aging of inventory.

During the quarter ended December 28, 2024, we successfully completed the testing necessary to conclude that this material weakness has been remediated.

Management’s Report on Internal Control over Financial Reporting

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In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013 framework).

Based on our assessment we concluded that, as of December 30, 2023, the material weakness described below existed.

During the year-end financial reporting process of fiscal 2023, management identified a material weakness in internal control over financial reporting.

The material weakness resulted from undue reliance on forecasted inventory demand information used in determining inventory carrying value adjustments without effectively designed controls over the evaluation of demand assumptions.

These forecasts are used to determine inventory carrying value adjustments necessary to record such quantities at the lower of their cost or net realizable value.

A material weakness is a deficiency, or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

This material weakness did not result in any material errors.

With respect to the material weakness above, management, under the oversight of the Audit Committee, is in the process of designing appropriate controls and the remediation plan specific to the inventory valuation process.

The material weakness will not be considered remediated until the enhanced controls operate for a sufficient period of time and management has concluded, through testing, that the related controls are effective.

We will monitor the effectiveness of the remediation plan and refine the remediation plan as appropriate.

Based on our assessment we concluded that, as of December 28, 2024, our internal control over financial reporting is effective based on those criteria.

Our independent registered public accounting firm, Ernst & Young LLP, issued an attestation report on our internal control over financial reporting.

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Other Information

On January 25, 2024, the Compensation Committee of the Board of Directors of the Company approved a form of Performance Stock Units Grant Notice and Global PSU Award Agreement (the “PSU Award Agreement”) under its 2009 Stock Incentive Plan, as amended and restated.

The PSU Awards will be earned based upon the level of achievement of the following performance criteria (each as defined in the PSU Award Agreement):

● Average Revenue Growth Rate Payout Percent (weighted 50%)

● Average Non-GAAP Operating Income Margin Payout Percent (weighted 50%)

The PSU Awards are all subject to the terms and conditions of the 2009 Stock Incentive Plan, as amended and restated, and the form of PSU Award Agreement, a copy of which is attached as Exhibit 10.19 to this Form 10-K and incorporated herein by reference.

Rule 10b5-1 Trading Arrangements

There were no contracts, instructions, or written plans for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), nor were there any non-Rule 10b5-1 trading arrangements, entered into or terminated by our directors and officers (as defined under Rule 16b-1(f) of the Exchange Act) during the quarter ended December 30, 2023.

The following table describes contracts, instructions, or written plans for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) entered into or terminated during the quarter ended December 28, 2024 by our directors and officers (as defined under Rule 16b-1(f) of the Exchange Act).

There were no non-Rule 10b5-1 trading arrangements entered into or terminated by our directors and officers during the quarter ended December 28, 2024.

Name and Title of Director or Officer Date of Adoption of Arrangement Duration of the Arrangement Aggregate Number of Securities to be Purchased or Sold Pursuant to the Arrangement

Matthew Johnson

President & CEO

November 27, 2024 Expires June 02, 2025

(1) Represents the total number of shares that may be sold under the trading arrangement, which includes shares underlying restricted stock units (“RSUs”) and performance share units (“PSUs”).

The actual number of shares sold may be less based on tax withholdings and performance and vesting conditions of the award s.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Directors, Executive Officers and Corporate Governance

The information required by this Item is incorporated by reference to the Proxy Statement under the sections captioned “Proposal One:

Election of Directors,” “Executive Officers,” “Delinquent 16(a) Reports” and “Code of Ethics.”

The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.

Executive Compensation

The information under the caption “Executive Compensation” and “Proposal One:

Election of Directors” appearing in the Proxy Statement, is incorporated herein by reference.

The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information under the caption “Ownership of Securities” and “Equity Compensation Plan Information” appearing in the Proxy Statement is incorporated herein by reference.

The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

The information under the caption “Certain Relationships and Related Transactions, and Director Independence” appearing in the Proxy Statement is incorporated herein by reference.

The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.

Principal Accounting Fees and Services

The information under the caption “Proposal Two:

Ratification of Appointment of Independent Registered Public Accounting Firm” appearing in the Proxy Statement is incorporated herein by reference.

The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.

Exhibits and Financial Statement Schedules

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Consolidated Balance Sheets at December 28, 2024 and December 30, 2023

Consolidated Statements of Operations for the fiscal years ended December 30, 2023, December 31, 2022 and January 1, 2022

Consolidated Statements of Comprehensive Income (loss) for the fiscal years ended December 30, 2023, December 31, 2022 and January 1, 2022

Consolidated Statements of Changes in Stockholders’ Equity for the fiscal years ended December 30, 2023, December 31, 2022 and January 1, 2022

Consolidated Statements of Cash Flows for the fiscal years ended December 30, 2023, December 31, 2022 and January 1, 2022

Consolidated Statements of Operations for the fiscal years ended December 28, 2024 , December 30, 2023 and December 31, 2022

Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended December 28, 2024 , December 30, 2023 and December 31, 2022

Consolidated Statements of Changes in Stockholders’ Equity for the fiscal years ended December 28, 2024 , December 30, 2023 and December 31, 2022

Consolidated Statements of Cash Flows for the fiscal years ended December 28, 2024 , December 30, 2023 and December 31, 2022

Notes to Consolidated Financial Statements

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(filed as Exhibit 3.1 to the Form 8-K filed on February 3, 2021).

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

4.1* Description of Registrant’s Securities Registered under Section 12 of the Exchange Act (filed as Exhibit 4.7 to the Form 10 - K filed on February 1, 2023).

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10.10*+ Form of Stock Option Grant Notice and Global Stock Option Award Agreement under Registrant’s 2009 Stock Incentive Plan, as amended and restated (filed as Exhibit 10.9 to the Form 10-K filed on February 1, 2017).

Purchase Agreement between Silicon Laboratories Inc.

and Goldman, Sachs & Co.

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

10.11*+ Silicon Laboratories Inc.

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10.16*+ Silicon Laboratories Inc.

2022 Bonus Plan (filed as Exhibit 10.1 to the Form 8-K filed on January 28, 2022).

Silicon Laboratories Inc.

Form of Performance Stock Units Grant Notice and Global PSU Award Agreement under Registrant’s 2009 Stock Incentive Plan, as amended and restated (filed as Exhibit 10.20 to the Form 10-K filed on February 1, 2023).

10.17*+ Fifth Amendment to Credit Agreement, dated June 30, 2023, by and among Silicon Laboratories Inc., the subsidiaries of the borrower identified therein, Wells Fargo Bank, National Association and the lenders party thereto (filed as Exhibit 10.1 to the Form 8-K filed on July 3, 2023).

10.18*+ Silicon Laboratories Inc.

Form of Performance Stock Units Grant Notice and Global PSU Award Agreement under Registrant’s 2009 Stock Incentive Plan, as amended and restated.

Form of Performance Stock Units Grant Notice and Global PSU Award Agreement under Registrant’s 2009 Stock Incentive Plan, as amended and restated (filed as Exhibit 10.19 to the Form 10-K filed on February 20, 2024) .

19 Insider Trading Policy.

21 Subsidiaries of the Registrant.

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

Policy Relating to Recovery of Erroneously Awarded Compensation

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

97* Policy Relating to Recovery of Erroneously Awarded Compensation (filed as Exhibit 97 to the Form 10-K filed on February 20, 2024).

101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

________________________________________

* Incorporated herein by reference to the indicated filing.

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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints R.

Matthew Johnson and Mark Mauldin and each of them, acting individually, as his or her attorney-in-fact, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this annual report on Form 10-K and other documents in connection herewith and therewith, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection herewith and therewith and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Matthew Johnson and Dean Butler and each of them, acting individually, as his or her attorney-in-fact, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this annual report on Form 10-K and other documents in connection herewith and therewith, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection herewith and therewith and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Name Title Date

/s/ Navdeep S.

Chairman of the Board

February 20, 2024

Matthew Johnson

President, Chief Executive Officer and Director

February 20, 2024

Matthew Johnson

(Principal Executive Officer)

Interim Chief Financial Officer

February 20, 2024

(Principal Financial Officer and Principal Accounting Officer)

Sooch Chairman of the Board February 4, 2025

Matthew Johnson President, Chief Executive Officer and Director February 4, 2025

Matthew Johnson (Principal Executive Officer)

/s/ Dean Butler Senior Vice President and Chief Financial Officer February 4, 2025

Dean Butler (Principal Financial Officer)

Mauldin Chief Accounting Officer February 4, 2025

Mauldin (Principal Accounting Officer)

/s/ William G.

February 20, 2024

/s/ Robert Conrad

February 20, 2024

Robert Conrad

/s/ Gregg Lowe

February 20, 2024

/s/ Sherri Luther

February 20, 2024

Bock Director February 4, 2025

/s/ Gregg Lowe Director February 4, 2025

/s/ Sherri Luther Director February 4, 2025

Sherri Luther

/s/ Nina Richardson

February 20, 2024

/s/ Nina Richardson Director February 4, 2025

Nina Richardson

/s/ Sumit Sadana

February 20, 2024

/s/ Christy Wyatt

February 20, 2024

/s/ Sumit Sadana Director February 4, 2025

/s/ Christy Wyatt Director February 4, 2025

Christy Wyatt

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generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 30, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 20, 2024 expressed an adverse opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company ’ s internal control over financial reporting as of December 28, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 4, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments.

The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Recognition of Variable Consideration

Description of the Matter

As described in Note 2 of the consolidated financial statements, the transaction price for sales reflects the Company’s expectations about the consideration it will be entitled to receive and may include fixed or variable amounts.

Variable consideration includes consideration due from distributor customers under agreements allowing reductions to the contract price due to pricing concessions.

The Company uses estimates to determine the expected variable consideration to recognize as revenue which consider both actual historical pricing concessions issued and current and expected future market conditions.

Auditing management’s variable consideration estimates relating to pricing concessions was judgmental because the calculations involve subjective management assumptions about the estimates of expected future pricing concessions.

For example, the estimated variable consideration included in the transaction price reflects management’s evaluation of contractual terms, historical experience, assumptions about future economic conditions and the quantity of products distributors are expected to sell.

Changes in those assumptions can have a material effect on the amount of variable consideration recognized.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the measurement and valuation of the variable consideration recognized.

For example, we tested controls over management’s review of the variable consideration methodology, the significant assumptions and the historical data utilized in the estimate for expected pricing concessions.

To test the variable consideration recognized as revenue we performed audit procedures that included, among others, evaluating the Company’s methodology and related significant assumptions and estimates and tested the completeness and accuracy of the historical data utilized in the estimates.

In our assessment of the methodology, we considered changes in the business, changes in pricing assumptions, and evaluated significant assumptions used by management by comparison to current trends and recent transactions.

We also evaluated the accuracy of management’s assumed price concessions from prior periods by comparing to subsequent actual activity.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Inventory Valuation

Description of the Matter

At December 30, 2023, the Company’s net inventory balance was $194.3 million.

Description of the matter At December 28, 2024, the Company’s net inventory balance was $105.6 million.

As discussed in Note 2 to the consolidated financial statements, inventories are stated at the lower of cost, determined using the first-in, first-out method, or net realizable value.

The Company writes down the carrying value of inventory to net realizable value for estimated obsolescence or unmarketable inventory based upon assumptions about the age of inventory, future demand, and market conditions.

Auditing management’s inventory carrying value adjustments involved significant judgment because the estimates are based on several factors that are affected by market, industry and competitive conditions outside the Company’s control.

In estimating inventory carrying value adjustments, management developed assumptions such as forecasts of future sales quantities which are sensitive to the competitiveness of product offerings, customer requirements, and product life cycles.

These significant assumptions are forward-looking and could be affected by future economic and market conditions.

How We Addressed the Matter in Our Audit

Our audit procedures included, among others, testing the reasonableness of management’s key assumptions and judgments and testing the accuracy and completeness of the underlying data used to determine the valuation of inventory.

For instance, we compared the quantities and carrying value of on-hand inventories to related unit sales, both historical and forecasted, assessed the reasonableness of management’s estimates of forecasted unit sales, and evaluated factors that may impact expected quantities to be sold.

The Company writes down the carrying value of inventory to net realizable value if it is obsolete or if quantities are in excess of projected customer demand.

Auditing management’s estimates of excess and obsolete inventory was challenging because the estimate is judgmental and considers a number of factors that are affected by market and economic conditions that are outside of the Company’s control.

In particular, excess and obsolete inventory calculations are sensitive to significant assumptions that relate to projected customer demand for the Company’s products.

How we addressed the matter in our audit We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Company’s inventory valuation process for inventory.

This included assessing management’s basis for developing the significant assumptions for projected customer demand.

Our audit procedures included, among others, evaluating the significant assumptions stated above and the underlying data used in management’s excess and obsolete inventory assessment.

We evaluated inventory levels compared to projected customer demand and historical sales with an incremental focus on product groups subject to a longer demand horizon.

We assessed the accuracy of historical forecasts underlying management’s estimates and performed sensitivity analyses over the significant assumptions used by management to evaluate necessary changes in inventory valuation.

/s/ Ernst & Young LLP

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We have audited Silicon Laboratories Inc.’s internal control over financial reporting as of December 28, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, Silicon Laboratories Inc.

(the Company) has not maintained effective internal control over financial reporting as of December 30, 2023, based on the COSO criteria.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in management’s assessment.

Management has identified a material weakness in controls related to the company’s inventory demand forecasting process.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 30, 2023 and December 31, 2022, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity and cash flows for each of the three years in the period ended December 30, 2023, and the related notes.

This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2023 consolidated financial statements, and this report does not affect our report dated February 20, 2024 which expressed an unqualified opinion thereon.

In our opinion, Silicon Laboratories Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 28, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 28, 2024 and December 30, 2023, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity and cash flows for each of the three years in the period ended December 28, 2024, and the related notes and our report dated February 4, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

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(In thousands, except per share data)

2024 December 30,

Current assets:

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Accounts receivable, net 54,479 29,295

Inventories 105,639 194,295

Prepaid expenses and other current assets 59,754 75,117

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Property and equipment, net 132,136 145,890

Goodwill 376,389 376,389

Other intangible assets, net 36,499 59,533

Other assets, net 75,617 123,313

Total assets $ 1,222,674 $ 1,443,056

Liabilities and Stockholders’ Equity

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Total current liabilities 97,883 163,570

Convertible debt, net

Other non-current liabilities 44,770 70,804

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Retained earnings 1,001,721 1,192,731

Accumulated other comprehensive loss

Accumulated other comprehensive income (loss) 70 ( 1,025 )

Total stockholders’ equity 1,080,021 1,208,682

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(In thousands, except per share data)

2024 December 30,

2023 December 31,

Revenues $ 584,386 $ 782,258 $ 1,024,106

Cost of revenues 272,198 321,672 381,549

Gross profit 312,188 460,586 642,557

Operating expenses:

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Interest expense ( 1,310 ) ( 5,554 ) ( 6,723 )

Income (loss) from continuing operations before income taxes

Income (loss) before income taxes ( 154,813 ) ( 10,543 ) 126,452

Provision for income taxes 36,197 7,943 38,450

Equity-method earnings (loss) — ( 16,030 ) 3,400

Income (loss) from continuing operations

Income from discontinued operations, net of income taxes

Net income (loss) $ ( 191,010 ) $ ( 34,516 ) $ 91,402

Basic earnings (loss) per share:

Continuing operations

Net income (loss)

Diluted earnings (loss) per share:

Continuing operations

Net income (loss)

Earnings (loss) per share:

Basic $ ( 5.93 ) $ ( 1.09 ) $ 2.61

Diluted $ ( 5.93 ) $ ( 1.09 ) $ 2.54

Weighted-average common shares outstanding:

Basic 32,191 31,804 35,086

Diluted 32,191 31,804 36,042

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

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(In thousands)

2024 December 30,

2023 December 31,

Net income (loss) $ ( 191,010 ) $ ( 34,516 ) $ 91,402

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Unrealized gains (losses) arising during the period 1,277 7,709 ( 12,562 )

Reclassification for (gains) losses included in net income (loss)

Reclassification for losses included in net income (loss) 41 4,596 2,088

Net changes to cash flow hedges:

Unrealized gains (losses) arising during the period 684 210 ( 4,110 )

Reclassification for (gains) losses included in net income (loss)

Reclassification for losses (gains) included in net income (loss) ( 644 ) ( 250 ) 4,110

Other comprehensive income (loss), before tax 1,358 12,265 ( 10,474 )

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(In thousands)

Shares Common

Stock Additional

Capital Retained

Earnings Accumulated

Comprehensive

Income (Loss) Total

Stockholders’

Income (Loss)

Balance as of January 1, 2022 38,481 $ 4 $ — $ 2,214,839 $ ( 2,419 ) $ 2,212,424

Net income (loss)

Other comprehensive loss

Stock issuances, net of shares withheld for taxes

Repurchases of common stock

( 1,150,044 )

Stock-based compensation

Convertible debt activity

Balance as of January 1, 2022

Cumulative effect of adoption of accounting standard — — — ( 59,963 ) — ( 59,963 )

Net income (loss)

Net income — — — 91,402 — 91,402

Other comprehensive loss — — — — ( 8,269 ) ( 8,269 )

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Balance as of December 31, 2022 31,994 3 — 1,415,693 ( 10,688 ) 1,405,008

Net income (loss)

Net loss — — — ( 34,516 ) — ( 34,516 )

Other comprehensive income — — — — 9,663 9,663

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Balance as of December 30, 2023 31,897 3 16,973 1,192,731 ( 1,025 ) 1,208,682

Net loss — — — ( 191,010 ) — ( 191,010 )

Other comprehensive income — — — — 1,095 1,095

Stock issuances, net of shares withheld for taxes 561 — ( 88 ) — — ( 88 )

Stock-based compensation — — 61,342 — — 61,342

Balance as of December 28, 2024 32,458 $ 3 $ 78,227 $ 1,001,721 $ 70 $ 1,080,021

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

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(In thousands)

2024 December 30,

2023 December 31,

Operating Activities

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Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities of continuing operations:

Income from discontinued operations, net of income taxes

( 2,175,273 )

Depreciation of property and equipment 25,551 25,707 22,524

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Stock-based compensation expense 61,503 48,208 60,510

Equity-method (earnings) loss

Equity-method loss (earnings) — 16,030 ( 3,400 )

Deferred income taxes 29,470 ( 11,815 ) ( 18,240 )

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Accounts receivable ( 25,184 ) 42,142 26,876

Inventories 88,494 ( 93,398 ) ( 51,044 )

Prepaid expenses and other assets 27,362 ( 10,733 ) ( 31,240 )

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Purchases of marketable securities ( 73,602 ) ( 103,485 ) ( 607,237 )

( 1,541,971 )

Sales of marketable securities 54,227 395,565 223,354

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Purchases of property and equipment ( 11,748 ) ( 22,282 ) ( 26,525 )

Proceeds from sale of equity investment 12,382 — —

Purchases of other assets — ( 520 ) —

Net cash provided by (used in) investing activities of continuing operations

Net cash provided by investing activities of continuing operations 113,117 469,808 240,538

Financing Activities

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Repurchases of common stock ( 16 ) ( 217,137 ) ( 883,424 )

( 1,150,044 )

Payment of taxes withheld for vested stock awards ( 16,434 ) ( 18,189 ) ( 15,387 )

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Net cash used in financing activities of continuing operations ( 45,104 ) ( 711,871 ) ( 887,053 )

( 1,298,672 )

Discontinued Operations

Operating activities — — ( 69,467 )

Investing activities

Net cash provided by (used in) discontinued operations

Net cash used in discontinued operations — — ( 69,467 )

Increase (decrease) in cash and cash equivalents 54,103 ( 272,411 ) ( 574,708 )

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Within the semiconductor industry, the Company is known as a “fabless” company meaning that the integrated circuits (“ICs”) incorporated in its products are manufactured by third-party foundry semiconductor companies.

On July 26, 2021, the Company sold its infrastructure and automotive business to Skyworks Solutions, Inc.

for $ 2.75 billion in cash.

The financial results of the infrastructure and automotive business for the fiscal year ended January 1, 2022 have been presented as discontinued operations in the Consolidated Financial Statements.

See Note 3, Discontinued Operations , for additional information.

Significant Accounting Policies

2 unchanged sentences

Fiscal 2024, 2023, and 2022 had 52 weeks.

Fiscal 2023, 2022 and 2021 ended on December 30, 2023, December 31, 2022, and January 1, 2022, respectively.

Fiscal 2024, 2023 and 2022 ended on December 28, 2024, December 30, 2023, and December 31, 2022, respectively.

The accompanying Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries.

22 unchanged sentences

Cash and Cash Equivalents

Cash and cash equivalents consist of cash deposits, money market funds and investments in debt securities with original maturities of ninety days or less when purchased.

Cash and cash equivalents consist of cash deposits and money market funds.

The Company’s investments typically have original maturities greater than ninety days as of the date of purchase and are classified as available-for-sale securities.

30 unchanged sentences

Inventory impairment charges establish a new cost basis for inventory and charges are not subsequently reversed to income even if circumstances later suggest that increased carrying amounts are recoverable.

Government Incentives

Incentives provided by government entities are recognized when we have reasonable assurance that we will comply with the conditions of the incentive, if any, and that the incentive will be received.

Incentives for specific operating activities are recognized as a reduction to expense in the same line item on the Consolidated Statements of Operations as the expenditure for which the incentive is intended to compensate.

Incentives related to the acquisition or construction of fixed assets are recognized as a reduction to property, plant and equipment within the Consolidated Balance Sheets and a reduction to depreciation expense over the useful life of the corresponding acquired asset.

The Company receives incentives from governmental agencies in Singapore, France, and Canada, principally in the form of cash grants and refundable tax credits.

As of December 28, 2024, the Company recognized receivables of $ 5.2 million in Prepaid expenses and other current assets and $ 4.9 million in Other assets, net .

In fiscal 2024, Cost of revenues and Research and development benefited by $ 0.7 million and $ 4.0 million, respectively, from a reduction in depreciation expense and operating-related incentives, and property, plant and equipment was reduced by $ 1.1 million from government incentives related to capital expenditures.

Property and Equipment

11 unchanged sentences

Long-Lived Assets

Purchased intangible assets are stated at cost, net of accumulated amortization, and are amortized using the straight-line method over their estimated useful lives, ranging from five to twelve years .

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

Long-lived assets “held and used” by the Company are reviewed for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable.

When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amounts.

When such factors and circumstances exist, the

Silicon Laboratories Inc.

Notes to Consolidated Financial Statements (Continued)

December 28, 2024

Significant Accounting Policies (Continued)

Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amounts.

Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets and is recorded in the period in which the determination was made.

3 unchanged sentences

If the fair value of the reporting unit is less than its carrying amount, an impairment loss is recognized equal to that excess amount.

Silicon Laboratories Inc.

Notes to Consolidated Financial Statements (Continued)

December 30, 2023

Significant Accounting Policies (Continued)

At the commencement date of a lease, the Company recognizes a liability to make lease payments and an asset representing the right to use the underlying asset during the lease term.

14 unchanged sentences

The transaction price reflects the Company’s expectations about the consideration it will be entitled to receive from the customer and may include fixed or variable amounts.

Variable consideration primarily includes sales made to distributors under agreements allowing certain rights of return, referred to as stock rotation, and credits issued to the distributor due to price protection.

Variable consideration primarily includes sales made to distributors under agreements allowing for credits to be issued to the distributor due to price protection and certain rights of return, referred to as stock rotation.

The Company estimates variable consideration at the most likely amount to which it expects to be entitled.

8 unchanged sentences

Shipping and handling costs are classified as a component of cost of revenues in the Consolidated Statements of Operations.

Stock-Based Compensation

The Company has stock-based compensation plans, which are more fully described in Note 15, Stock-Based Compensation .

The Company accounts for those plans using a fair-value method and recognizes the expense in its Consolidated Statement of Operations.

Silicon Laboratories Inc.

2 unchanged sentences

Significant Accounting Policies (Continued)

Stock-Based Compensation

The Company has stock-based compensation plans, which are more fully described in Note 14, Stock-Based Compensation .

The Company accounts for those plans using a fair-value method and recognizes the expense in its Consolidated Statement of Operations.

Research and Development

10 unchanged sentences

See Note 16, Income Taxes , for additional information.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures .

Adoption of New Accounting Standard

The Company adopted FASB ASU 2023-07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures on December 28, 2024.

This ASU requires interim and annual disclosure of significant segment expenses that are regularly provided to the chief operating decision-maker (“CODM”) and included within the reported measure of a segment’s profit or loss, requires interim disclosures about a reportable segment’s profit or loss and assets that are currently required annually, requires disclosure of the position and title of the CODM, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, and contains other disclosure requirements.

This authoritative guidance is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

We are currently evaluating the effect of this new guidance on our consolidated financial statements.

This authoritative guidance is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The requirements of this ASU are disclosure-related and did not have an impact on the Company’s consolidated financial position and results of operations.

See Note 17, Segment Information , for the updated segment disclosures as a result of adopting this ASU.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures .

1 unchanged sentence

The authoritative guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

We are currently evaluating the effect of this new guidance on our consolidated financial statements.

Silicon Laboratories Inc.

Notes to Consolidated Financial Statements (Continued)

December 30, 2023

Discontinued Operations

On July 26, 2021, the Company sold its infrastructure and automotive business to Skyworks Solutions, Inc.

for $ 2.75 billion in cash.

The financial results of the infrastructure and automotive business, which are readily distinguishable from other components of the Company, have been presented as discontinued operations in the Consolidated Financial Statements because the sale represented a strategic shift for the Company.

The following table presents the financial results of the infrastructure and automotive business (the “discontinued operations”) in the Company’s Consolidated Statements of Income for the year ended January 1, 2022 (in thousands, except per share data):

Costs of revenues

Operating expenses

Operating income from discontinued operations

Gain on sale of discontinued operations

Income from discontinued operations before income taxes

Provision for income taxes

Income from discontinued operations

Income from discontinued operations per share:

As the requirements of this ASU are disclosure-related, the adoption

Silicon Laboratories Inc.

1 unchanged sentence

December 28, 2024

Significant Accounting Policies (Continued)

will not have an impact on the Company’s consolidated financial position and results of operations.

The Company is currently evaluating the impact of this update on its income tax disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) .

This ASU requires that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods.

The prescribed categories include purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion.

This authoritative guidance is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the effect of this new guidance on its consolidated financial statements.

Earnings (Loss) Per Share

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

Income (loss) from continuing operations

2024 December 30,

2023 December 31,

Net income (loss) $ ( 191,010 ) $ ( 34,516 ) $ 91,402

Shares used in computing basic earnings (loss) per share 32,191 31,804 35,086

3 unchanged sentences

Earnings (loss) per share:

In periods where the Company reports income from continuing operations, diluted earnings per share was computed using the treasury stock method for stock-based awards and the if-converted method for convertible debt.

Diluted shares for fiscal 2023 excluded 0.9 million shares and fiscal 2021 excluded 1.5 million shares due to the Company’s loss from continuing operations for the periods.

The Company irrevocably elected to settle the principal amount of its 0.625 % convertible senior notes due 2025 (the “2025 Notes”) in cash and intended to settle any excess value in shares in the event of a conversion.

Basic $ ( 5.93 ) $ ( 1.09 ) $ 2.61

Diluted $ ( 5.93 ) $ ( 1.09 ) $ 2.54

In periods where the Company reports net income, diluted earnings per share was computed using the treasury stock method for stock-based awards and the if-converted method for convertible debt.

Diluted shares for fiscal 2024 excluded 0.2 million shares and fiscal 2023 excluded 0.9 million shares due to the Company’s net loss for the periods.

The Company irrevocably elected to settle the principal amount of its 0.625 % convertible senior notes due 2025 (the “2025 Notes”) in cash and any excess value in shares in the event of a conversion.

In June 2023, the Company paid $ 535.0 million in cash and issued 0.9 million shares of common stock in connection with the conversions and redemptions of the 2025 Notes.

For fiscal 2022, approximately 0.6 million shares were included in the denominator for the calculation of diluted earnings per share (related to the not yet converted or redeemed 2025 Notes.) See Note 10, Debt , to the Consolidated Financial Statements for additional information.

Securities that were anti-dilutive were insignificant and were excluded from the computation of diluted earnings per share in all periods presented.

For fiscal 2022, approximately 0.6 million shares were included in the denominator for the calculation of diluted earnings per share (related to the not yet converted or redeemed 2025 Notes.) Securities that were anti-dilutive were insignificant and were excluded from the computation of diluted earnings per share in all periods presented.

Silicon Laboratories Inc.

Notes to Consolidated Financial Statements (Continued)

December 28, 2024

Fair Value of Financial Instruments

2 unchanged sentences

Fair Value Measurements

at December 30, 2023 Using

Quoted Prices in

Significant Other

at December 28, 2024 Using Total

Description Quoted Prices in

Active Markets for

Identical Assets

(Level 1) Significant Other

Cash equivalents:

5 unchanged sentences

Total short-term investments $ — $ 100,554 $ 100,554

Silicon Laboratories Inc.

Notes to Consolidated Financial Statements (Continued)

December 30, 2023

Fair Value of Financial Instruments (Continued)

Total $ 188,057 $ 100,554 $ 288,611

Fair Value Measurements

at December 31, 2022 Using

Quoted Prices in

Significant Other

at December 30, 2023 Using Total

Description Quoted Prices in

Active Markets for

Identical Assets

(Level 1) Significant Other

Cash equivalents:

Money market funds $ 137,195 $ — $ 137,195

Corporate debt securities

Total cash equivalents $ 137,195 $ — $ 137,195

3 unchanged sentences

Total short-term investments $ — $ 211,720 $ 211,720

Total $ 137,195 $ 211,720 $ 348,915

Valuation methodology

3 unchanged sentences

or pricing models, such as a discounted cash flow model, with all significant inputs derived from or corroborated with observable market data.

Investments classified as Level 3 are valued using a discounted cash flow model.

The assumptions used in preparing the discounted cash flow model include estimates for interest rates, amount of cash flows, expected holding periods of the securities and a discount to reflect the Company’s inability to liquidate the securities.

The Company’s foreign currency derivative instruments are valued using discounted cash flow models.

The assumptions used in preparing the valuation models include foreign exchange rates, forward and spot prices for currencies and market observable data of similar instruments.

Silicon Laboratories Inc.

Notes to Consolidated Financial Statements (Continued)

December 28, 2024

Fair Value of Financial Instruments (Continued)

The following summarizes the components of available-for-sale investments:

As of December 28, 2024 Amortized Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash Equivalent Marketable Securities

Corporate debt securities $ 13,517 $ 12 $ ( 15 ) $ 13,514 $ — $ 13,514

Government debt securities 86,949 141 ( 49 ) 87,040 — 87,040

Money market funds 188,057 — — 188,057 188,057 —

Total $ 288,523 $ 153 $ ( 64 ) $ 288,611 $ 188,057 $ 100,554

As of December 30, 2023 Amortized Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash Equivalent Marketable Securities

Corporate debt securities $ 130,858 $ 69 $ ( 880 ) $ 130,047 $ — $ 130,047

Government debt securities 82,091 137 ( 555 ) 81,673 — 81,673

Money market funds 137,195 — — 137,195 137,195 —

Total $ 350,144 $ 206 $ ( 1,435 ) $ 348,915 $ 137,195 $ 211,720

Contractual maturities of investments

3 unchanged sentences

Due after one year through five years 55,513 55,546

Unrealized Gains and Losses

The available-for-sale investments that were in a continuous unrealized loss position, aggregated by length of time that individual securities have been in a continuous loss position, were as follows (in thousands):

Less Than 12 Months

12 Months or Greater

As of December 30, 2023

Corporate debt securities

Government debt securities

$ 100,466 $ 100,554

Silicon Laboratories Inc.

2 unchanged sentences

Fair Value of Financial Instruments (Continued)

Less Than 12 Months

12 Months or Greater

As of December 31, 2022

Unrealized Gains and Losses

Less Than 12 Months 12 Months or Greater Total

As of December 28, 2024 Fair

Corporate debt securities $ — $ — $ 4,187 $ ( 15 ) $ 4,187 $ ( 15 )

Government debt securities 26,318 ( 49 ) — — 26,318 ( 49 )

$ 26,318 $ ( 49 ) $ 4,187 $ ( 15 ) $ 30,505 $ ( 64 )

Less Than 12 Months 12 Months or Greater Total

As of December 30, 2023 Fair

Corporate debt securities $ 12,449 $ ( 13 ) $ 95,760 $ ( 867 ) $ 108,209 $ ( 880 )

Government debt securities 28,255 ( 115 ) 31,122 ( 440 ) 59,377 ( 555 )

$ 40,704 $ ( 128 ) $ 126,882 $ ( 1,307 ) $ 167,586 $ ( 1,435 )

The gross unrealized losses as of December 28, 2024 and December 30, 2023 were due primarily to changes in market interest rates.

3 unchanged sentences

At December 28, 2024 and December 30, 2023, there were no material unrealized gains associated with the Company’s available-for-sale investments.

Level 3 fair value measurements

The following summarizes the activity in Level 3 financial instruments for the year ended December 31, 2022 (in thousands):

Auction Rate Securities

Beginning balance

Loss recognized in earnings

Gain (loss) included in other comprehensive income (loss)

Ending balance

(1) On May 31, 2022, the Company sold its prior remaining holding of auction-rate securities for $ 5.7 million.

Fair values of other financial instruments

2 unchanged sentences

The notes were traded in less active markets and were therefore classified as a Level 2 fair value measurement.

As of December 31, 2022, the fair value of the notes was $ 671.9 million.

No notes were outstanding as of December 28, 2024.

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.

Silicon Laboratories Inc.

Notes to Consolidated Financial Statements (Continued)

December 30, 2023

Derivative Financial Instruments

1 unchanged sentence

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

Silicon Laboratories Inc.

Notes to Consolidated Financial Statements (Continued)

December 28, 2024

Derivative Financial Instruments (Continued)

Cash Flow Hedges

1 unchanged sentence

The Company may use foreign currency forward contracts to reduce the earnings impact that exchange rate fluctuations have on operating expenses denominated in currencies other than the U.S.

Changes in the fair value of the contracts are recorded in accumulated other comprehensive loss in the Consolidated Balance Sheet and subsequently reclassified into earnings in the period during which the hedged transaction is recognized.

Changes in the fair value of the contracts are recorded in accumulated other comprehensive income (loss) in the Consolidated Balance Sheet and subsequently reclassified into earnings in the period during which the hedged transaction is recognized.

The reclassified amount is reported in the same financial statement line item as the hedged item.

If the foreign currency forward contracts are terminated or can no longer qualify as hedging instruments prior to maturity, the fair value of the contracts recorded in accumulated other comprehensive loss may be recognized in the Consolidated Statement of Operations based on an assessment of the contracts at the time of termination.

As of December 30, 2023, the contracts had maturities of one to three months and an aggregate notional value of $ 6.8 million.

Gains and losses expected to be reclassified into earnings in the next twelve months were not material.

The fair value of the contracts, contract gains or losses recognized in other comprehensive income (loss) and amounts reclassified from accumulated other comprehensive loss into earnings were not material for any of the periods presented.

Non-designated Hedges

Foreign Currency Forward Contracts

The Company may use foreign currency forward contracts to reduce the earnings impact that exchange rate fluctuations have on non-U.S.

dollar balance sheet exposures.

The Company recognizes gains and losses on the foreign currency forward contracts in interest income and other, net in the Consolidated Statement of Operations in the same period as the remeasurement loss and gain of the related foreign currency denominated asset or liability.

The Company does not apply hedge accounting to these foreign currency forward contracts.

If the foreign currency forward contracts are terminated or can no longer qualify as hedging instruments prior to maturity, the fair value of the contracts recorded in accumulated other comprehensive income (loss) may be recognized in the Consolidated Statement of Operations based on an assessment of the contracts at the time of termination.

As of December 28, 2024, the Company held no such foreign currency forward contracts.

The fair value of the foreign contracts and contract gains and losses recognized in income were not material for any of the periods presented.

The fair value of the contracts, contract gains or losses recognized in other comprehensive income (loss) and amounts reclassified from accumulated other comprehensive income (loss) into earnings were not material for any of the periods presented.

Supplemental Information

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

2024 December 30,

Work in progress $ 83,562 $ 173,802

Finished goods 22,077 20,493

Silicon Laboratories Inc.

Notes to Consolidated Financial Statements (Continued)

December 30, 2023

Supplemental Information (Continued)

$ 105,639 $ 194,295

Property and Equipment

2024 December 30,

Buildings and improvements $ 131,098 $ 130,482

Equipment 72,385 68,703

Computers and purchased software 51,940 51,755

2 unchanged sentences

Furniture and fixtures 10,265 9,574

304,558 299,325

Accumulated depreciation ( 172,422 ) ( 153,435 )

Other Assets, net

Equity-method investment (1)

(1) At December 31, 2022, the Company held an 8 % equity interest in Walden Technology Ventures III, a limited partnership.

In fiscal 2023, the Company sold its ownership in this investment and recognized the net loss of $ 15.2 million in the Consolidated Statement of Operations.

$ 132,136 $ 145,890

Silicon Laboratories Inc.

Notes to Consolidated Financial Statements (Continued)

December 28, 2024

Supplemental Information (Continued)

Other Current Liabilities

2024 December 30,

Accrued compensation and benefits $ 18,599 $ 16,891

Income taxes payable 8,681 6,133

Other 25,082 35,931

$ 52,362 $ 58,955

Other Non-Current Liabilities

Lease liability – non-current

Silicon Laboratories Inc.

Notes to Consolidated Financial Statements (Continued)

2024 December 30,

Lease liability – non-current $ 15,549 $ 19,830

Other 29,221 50,974

$ 44,770 $ 70,804

Risks and Uncertainties

1 unchanged sentence

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash equivalents, investments, accounts receivable and derivatives.

The Company places its cash equivalents and investments primarily in municipal bonds, money market funds, corporate bonds, U.S.

government securities, agency bonds, asset-back securities, and Yankee bonds.

The Company places its cash equivalents and investments primarily in money market funds, corporate bonds, U.S.

government securities, asset-back securities, and Yankee bonds.

Concentrations of credit risk with respect to accounts receivable are primarily due to customers with large outstanding balances.

The Company’s customers that accounted for greater than 10% of accounts receivable consisted of the following:

Arrow Electronics

2024 December 30,

Customer A 19 % *

Customer B 17 % *

Customer C * 13 %

____________________________________________

* Less than 10% of accounts receivable

7 unchanged sentences

On sales to distributors, the Company’s payment terms often require the distributor to initially pay amounts owed to the Company for an amount in excess of their ultimate cost.

The Company’s sales price to its distributors may be higher than the amount that the distributors will ultimately owe the Company because distributors often negotiate price reductions after purchasing the product from the Company and such reductions are often significant.

The Company’s sales price to its distributors may be higher than the amount that the distributors will ultimately owe the Company because distributors often negotiate price reductions

Silicon Laboratories Inc.

Notes to Consolidated Financial Statements (Continued)

December 28, 2024

Risks and Uncertainties (Continued)

after purchasing the product from the Company and such reductions are often significant.

These negotiated price discounts are not granted until the distributor sells the product to the end customer, which may occur after the distributor has paid the original invoice amount to the Company.

8 unchanged sentences

The inability of TSMC or SMIC to deliver wafers to the Company on a timely basis could impact the production of the Company’s products for a substantial period of time, which could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.

Silicon Laboratories Inc.

Notes to Consolidated Financial Statements (Continued)

December 30, 2023

Risks and Uncertainties (Continued)

The Company sells directly to end customers, distributors and contract manufacturers.

2 unchanged sentences

The Company’s distributors that accounted for greater than 10% of revenue consisted of the following:

2024 December 30,

2023 December 31,

Arrow Electronics 27 % 34 % 33 %

Edom Technology 16 % 15 % 17 %

* Less than 10% of revenue

Silicon Laboratories Inc.

Notes to Consolidated Financial Statements (Continued)

December 30, 2023

Other Intangible Assets, Net

1 unchanged sentence

Weighted-Average

December 30, 2023

December 31, 2022

(Years) December 28, 2024 December 30, 2023

Amount Accumulated

Amortization Gross

Amount Accumulated

Developed technology 8 $ 189,987 $ ( 153,488 ) $ 211,217 $ ( 151,722 )

Trademarks 12 910 ( 910 ) 910 ( 872 )

Total intangible assets 8 $ 190,897 $ ( 154,398 ) $ 212,127 $ ( 152,594 )

Silicon Laboratories Inc.

Notes to Consolidated Financial Statements (Continued)

December 28, 2024

Other Intangible Assets, Net (Continued)

The following table presents details of intangible asset amortization expense recognized in the Consolidated Statements of Operations (in thousands):

2024 December 30,

2023 December 31,

Research and development $ 22,996 $ 25,298 $ 28,962

Selling, general and administrative 38 76 5,109

$ 23,034 $ 25,374 $ 34,071

The estimated aggregate amortization expense for intangible assets subject to amortization for each of the five succeeding fiscal years is as follows (in thousands):

0.625 % Convertible Senior Notes

On June 1, 2020, the Company completed a private placement of $ 535 million principal amount convertible senior notes (the “2025 Notes”).

The 2025 Notes bore interest semi-annually at a rate of 0.625 % per year and were scheduled to mature on June 15, 2025.

The 2025 Notes were convertible at a conversion rate of 8.1980 shares of common stock per $1,000 principal amount of the 2025 Notes, or approximately 4.4 million shares of common stock, which was equivalent to a conversion price of $ 121.98 per share.

The conversion rate was subject to adjustment under certain circumstances.

Holders may have converted the 2025 Notes under the following circumstances:

during any calendar quarter after the calendar quarter ended on September 30, 2020 if the closing price of the Company’s common stock for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is greater than or equal to $ 159.51 per share, representing 130 % of the conversion price of the 2025 Notes (“the Sales Price Trigger”);

during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98 % of the product of the closing sale price of our common stock and the conversion rate on each such trading day;

if specified distributions or corporate events occur;

if the 2025 Notes are called for redemption;

or at any time after March 15, 2025.

The Company may have redeemed all or any portion of the 2025 Notes, at its option, on or after June 20, 2023, if the last reported sale price of the Company’s common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading day period.

Silicon Laboratories Inc.

Notes to Consolidated Financial Statements (Continued)

December 30, 2023

Debt (Continued)

The principal balance of the 2025 Notes was initially separated into liability and equity components, and recorded at fair value.

The excess of the principal amount of the liability component over its carrying amount represented the debt discount, which was amortized to interest expense over the term of the 2025 Notes using the effective interest method.

With the Company’s adoption of ASU 2020-06 in fiscal 2022, the principal balance of the 2025 Notes was no longer separated between liability and equity components.

This resulted in an increase to the carrying value of its convertible debt, representing the unamortized debt discount as of January 2, 2022, with an offsetting reduction in stockholders’ equity.

The Company incurred debt issuance costs of $ 10.4 million, which were allocated to the liability and equity components in proportion to the allocation of the proceeds.

Upon the adoption of ASU 2020-06, the equity component was reclassified to liabilities and remeasured to reflect cumulative amortization since the issuance of the 2025 Notes.

On March 22, 2023, the Company issued a notice of redemption for the 2025 Notes.

Prior to the redemption, the Company received conversion notices representing $ 533.6 million principal amount of the notes.

The Company paid $ 533.6 million in cash and issued 0.9 million shares of common stock, as well as $ 47 thousand in cash in lieu of fractional shares, for the conversions.

Notes representing $ 1.4 million principal amount were redeemed at par, plus accrued interest.

All note conversions and redemptions were completed in June 2023.

The liability component of the 2025 Notes is recorded in convertible debt on the Consolidated Balance Sheet.

Prior to the Company’s adoption of ASU 2020-06, the equity component of the 2025 Notes was recorded in stockholders’ equity.

The effective interest rate for the liability component was 5.336 %.

As of December 30, 2023, there were no remaining debt issuance costs.

Interest expense related to the Company’s convertible debt was comprised of the following (in thousands):

Contractual interest expense

Amortization of debt discount

Amortization of debt issuance costs

2025 $ 13,369

Credit Facility

2 unchanged sentences

The Company also has an option to increase the size of the borrowing capacity by up to the greater of an aggregate of $ 250 million and 100 % of EBITDA of the last four fiscal quarters, plus an amount that would not cause a secured net leverage ratio (funded debt secured by assets/EBITDA) to exceed 3.50 to 1.00, subject to certain conditions.

Silicon Laboratories Inc.

Notes to Consolidated Financial Statements (Continued)

December 30, 2023

Debt (Continued)

Credit Facility (Continued)

The credit facility, other than swingline loans, will bear interest at the Adjusted Term Secured Overnight Financing Rate (“SOFR”) plus an applicable margin or, at the option of the Company, a base rate (defined as the highest of the Wells Fargo prime rate, the Federal Funds rate plus 0.50 % and the Adjusted Term SOFR plus 1.00 %) plus an applicable margin.

2 unchanged sentences

The credit facility contains various conditions, covenants and representations with which the Company must be in compliance in order to borrow funds and to avoid an event of default, including financial covenants that the Company must maintain a consolidated net leverage ratio (funded indebtedness less cash and cash equivalents up to $ 750 million and divided by EBITDA) of no more than 4.25 to 1, and a minimum interest coverage ratio (EBITDA/interest payments) of no less than 2.50 to 1.

As of December 30, 2023, the Company was in compliance with all covenants of the credit facility.

The Company was granted a waiver of compliance for the minimum interest coverage ratio through March 29, 2025.

Based on the waiver, as of December 28, 2024, the Company was in compliance with all covenants of the credit facility.

The Company’s obligations under the credit facility are guaranteed by the Guarantors and are secured by a security interest in substantially all assets of the Company and the Guarantors.

As of December 30, 2023, $ 45.0 million was outstanding on the credit facility, with a weighted average interest rate of 6.46 %.

As of December 28, 2024, no amounts were outstanding on the credit facility.

Silicon Laboratories Inc.

Notes to Consolidated Financial Statements (Continued)

December 28, 2024

The Company leases certain facilities under operating lease agreements that expire at various dates through 2031.

2 unchanged sentences

Supplemental Lease Information

Consolidated Balance

Balance Sheet Information (in thousands)

Sheet Classification

Operating lease right-of-use assets

Other assets, net

Operating lease liabilities

Other current liabilities

Operating lease liabilities

Other non-current liabilities

Cash Flow Information (in thousands)

Balance Sheet Information (in thousands) Consolidated Balance

Sheet Classification December 28,

2024 December 30,

Operating lease right-of-use assets Other assets, net $ 21,535 $ 26,740

Operating lease liabilities Other current liabilities $ 5,878 $ 7,185

Operating lease liabilities Other non-current liabilities $ 15,549 $ 19,830

Cash Flow Information (in thousands) December 28,

2024 December 30,

Cash paid for operating lease liabilities $ 7,883 $ 7,487

Right-of-use assets obtained in exchange for operating lease obligations $ 13,867 $ 534

Operating Lease Information

Weighted-average remaining lease term

Weighted-average discount rate

Silicon Laboratories Inc.

Notes to Consolidated Financial Statements (Continued)

Operating Lease Information December 28,

2024 December 30,

Leases (Continued)

Weighted-average remaining lease term 5.3 years 5.4 years

Weighted-average discount rate 4.87 % 4.72 %

The maturities of operating lease liabilities as of December 28, 2024 were as follows (in thousands):

Thereafter 5,663

Total lease payments 30,022

3 unchanged sentences

Lease income from operating leases was $ 2.8 million, $ 3.1 million and $ 6.2 million during fiscal 2024, 2023 and 2022, respectively.

Silicon Laboratories Inc.

Notes to Consolidated Financial Statements (Continued)

December 28, 2024

Leases (Continued)

Maturities of lease income as of December 28, 2024 were as follows (in thousands):

3 unchanged sentences

Share Repurchases

The Company repurchased 1.5 million shares, 6.9 million shares and 6.5 million shares of its common stock for $ 213.0 million, $ 887.6 million, and $ 1.15 billion during fiscal 2023, 2022 and 2021, respectively.

Shares repurchased in fiscal 2021 included purchases of 4.0 million shares through a tender offer, 1.7 million shares through an accelerated share repurchase agreement and 0.8 million shares through the Company’s existing share repurchase program.

Silicon Laboratories Inc.

Notes to Consolidated Financial Statements (Continued)

December 30, 2023

The Company repurchased 1.5 million shares and 6.9 million shares of its common stock for $ 213.0 million and $ 887.6 million during fiscal 2023 and 2022, respectively.

There were no share repurchases in fiscal 2024.

The Company groups its products as Industrial & Commercial or Home & Life based on the target markets they address.

The following represents revenue by product category (in thousands):

2024 December 30,

2023 December 31,

Industrial & Commercial $ 338,528 $ 496,578 $ 573,725

Home & Life 245,858 285,680 450,381

$ 584,386 $ 782,258 $ 1,024,106

A portion of the Company’s sales are made to distributors under agreements allowing certain rights of return and/or price protection related to the final selling price to the end customers.

These factors impact the timing and uncertainty of revenues and cash flows.

The Company did not recognize any revenue during fiscal 2023 from performance obligations that were satisfied in previous reporting periods, and recognized revenue of $ 30.1 million and $ 12.4 million during fiscal 2022 and 2021, respectively, from performance obligations that were satisfied in previous reporting periods.

During fiscal 2024 and 2023, the impact of revenue related to performance obligations that were satisfied in previous reporting periods was insignificant.

The Company recognized revenue of $ 30.1 million during fiscal 2022 from performance obligations that were satisfied in previous reporting periods.

The following disaggregates the Company’s revenue by sales channel (in thousands):

2024 December 30,

2023 December 31,

Distributors $ 393,148 $ 611,332 $ 829,373

Direct customers 191,238 170,926 194,733

$ 584,386 $ 782,258 $ 1,024,106

Silicon Laboratories Inc.

Notes to Consolidated Financial Statements (Continued)

December 28, 2024

Stock-Based Compensation

12 unchanged sentences

The Company granted no MSUs in fiscal 2024, 2023 and 2022.

Silicon Laboratories Inc.

Notes to Consolidated Financial Statements (Continued)

December 30, 2023

Stock-Based Compensation (Continued)

PSUs provide for the rights to acquire a number of shares of common stock for no cash consideration based upon the achievement of specified revenue or profitability objectives during the year.

12 unchanged sentences

The Company estimates potential forfeitures of stock grants and adjusts compensation cost recorded accordingly.

The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from such estimates.

The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or are

Silicon Laboratories Inc.

Notes to Consolidated Financial Statements (Continued)

December 28, 2024

Stock-Based Compensation (Continued)

expected to differ, from such estimates.

Changes in estimated forfeitures are recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of stock-based compensation expense to be recognized in future periods.

The following table presents details of stock-based compensation costs recognized in the Consolidated Statements of Operations (in thousands):

2024 December 30,

2023 December 31,

Cost of revenues $ 1,678 $ 906 $ 1,152

1 unchanged sentence

Selling, general and administrative 19,431 11,812 26,498

61,503 48,208 60,510

Income tax benefit ( 8,557 ) ( 6,230 ) ( 5,980 )

Share-based compensation – continuing operations

Share-based compensation – discontinued operations, net

The Company recorded $ 0.6 million and $ 7.8 million of stock-based compensation charges included in selling, general and administrative expense during fiscal 2023 and fiscal 2021, respectively, in connection with the modification of certain equity awards.

Total $ 52,946 $ 41,978 $ 54,530

The Company recorded $ 0.6 million and $ 0.6 million of stock-based compensation charges during fiscal 2024 and 2023 respectively, in connection with the modification of certain equity awards.

The modifications were pursuant to employee terminations.

2 unchanged sentences

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

Silicon Laboratories Inc.

Notes to Consolidated Financial Statements (Continued)

December 30, 2023

Stock-Based Compensation (Continued)

Fair value assumptions and stock awards activity

The fair values estimated from the Black-Scholes option-pricing model for ESPP shares granted were calculated using the following assumptions:

Employee Stock Purchase Plan

Employee Stock Purchase Plan December 28,

2024 December 30,

2023 December 31,

Expected volatility 45 % 40 % 44 %

2 unchanged sentences

Dividend yield — — —

Silicon Laboratories Inc.

Notes to Consolidated Financial Statements (Continued)

December 28, 2024

Stock-Based Compensation (Continued)

A summary of stock-based compensation activity with respect to fiscal 2024 follows:

Weighted-Average

Stock Options Shares

(000s) Weighted-

Price Weighted-Average

Contractual Term

Stock Options

(In Years) Aggregate

Outstanding at December 30, 2023 94 $ 39.03 2.12 $ 8,790

Exercised 76 $ 37.88 $ 6,063

Outstanding at December 28, 2024 18 $ 43.82 1.08 $ 1,534

1 unchanged sentence

Exercisable at December 28, 2024 18 $ 43.82 1.08 $ 1,534

Weighted-Average

RSAs and RSUs

RSAs and RSUs Shares

(000s) Weighted-

Fair Value Weighted-Average

(In Years) Aggregate

Outstanding at December 30, 2023 824 $ 138.95

Granted 605 $ 125.19

Vested or issued ( 385 ) $ 135.90

2 unchanged sentences

Outstanding at December 28, 2024 and expected to vest 887 $ 132.62 1.22 $ 113,354

Weighted-Average

PSUs and MSUs

PSUs and MSUs Shares

(000s) Weighted-

Fair Value Weighted-Average

(In Years) Aggregate

Outstanding at December 30, 2023 245 $ 164.62

Granted 116 $ 138.22

Vested or issued ( 55 ) $ 165.27

2 unchanged sentences

Outstanding at December 28, 2024 and expected to vest 50 $ 139.69 1.23 $ 6,401

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

2024 December 30,

2023 December 31,

Per grant of RSAs and RSUs $ 125.19 $ 137.11 $ 144.40

Per grant of PSUs and MSUs $ 138.22 $ 188.45 $ 160.97

Silicon Laboratories Inc.

2 unchanged sentences

Stock-Based Compensation (Continued)

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

Per grant of RSAs and RSUs

Per grant of PSUs and MSUs

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

2024 December 30,

2023 December 31,

Intrinsic value of stock options exercised $ 6,063 $ 2,162 $ —

4 unchanged sentences

As of December 28, 2024, the Company had reserved shares of common stock for future issuance as follows (in thousands):

2009 Plan 1,522

2009 ESPP 818

Total shares reserved 2,340

4 unchanged sentences

The Company contributed $ 3.0 million, $ 3.3 million and $ 3.2 million to the 401(k) Plan during fiscal 2024, 2023 and 2022, respectively.

Income (loss) from continuing operations, inclusive of equity-method earnings (loss) and before income taxes, includes the following components (in thousands):

Income (loss), inclusive of equity-method earnings (loss) and before income taxes, includes the following components (in thousands):

2024 December 30,

2023 December 31,

Domestic $ ( 33,032 ) $ ( 14,539 ) $ 32,088

Foreign ( 121,781 ) ( 12,034 ) 97,764

$ ( 154,813 ) $ ( 26,573 ) $ 129,852

Silicon Laboratories Inc.

3 unchanged sentences

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

2024 December 30,

2023 December 31,

Domestic $ ( 252 ) $ 3,291 $ 52,834

Foreign 6,978 15,599 3,856

Total Current 6,726 18,890 56,690

Domestic 29,745 ( 9,036 ) ( 17,728 )

Foreign ( 274 ) ( 1,911 ) ( 512 )

Total Deferred 29,471 ( 10,947 ) ( 18,240 )

1 unchanged sentence

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

2024 December 30,

2023 December 31,

Federal statutory rate 21.0 % 21.0 % 21.0 %

Foreign tax rate benefit ( 9.2 ) ( 33.2 ) ( 6.2 )

(Nondeductible) nontaxable foreign items

Current period valuation allowance ( 18.9 ) — —

Change in prior period valuation allowance ( 12.9 ) ( 1.5 ) ( 0.3 )

GILTI and Subpart F income, net of foreign tax credits ( 4.3 ) ( 24.2 ) 16.5

Base erosion and anti-abuse tax

(Nondeductible) nontaxable foreign items ( 3.1 ) ( 26.0 ) 4.5

(Nondeductible) nontaxable domestic items ( 0.9 ) ( 3.6 ) 0.7

Foreign withholding taxes

Nondeductible officer compensation ( 0.8 ) 1.3 2.0

Return to provision adjustments ( 0.3 ) 16.5 ( 2.0 )

State tax expense — ( 1.5 ) 1.2

Change in prior period valuation allowance

Net operating loss not benefited

Base erosion and anti-abuse tax — ( 7.4 ) —

Other tax effects of equity compensation 0.1 1.1 ( 0.3 )

Nondeductible officer compensation

Foreign withholding taxes 0.3 ( 2.2 ) 0.4

Excess tax benefit of stock-based compensation 0.6 4.0 ( 1.1 )

Return to provision adjustments

Release of prior year unrecognized tax benefits 1.2 — ( 0.4 )

Research and development tax credits 4.2 26.9 ( 5.5 )

Other ( 0.4 ) ( 1.1 ) ( 0.9 )

Effective tax rate ( 23.4 ) % ( 29.9 ) % 29.6 %

The increase in the provision for income taxes for fiscal 2024 as compared to fiscal 2023 was primarily due to the establishment of a valuation allowance against the majority of the Company’s U.S.

and Singapore deferred tax assets during the second quarter of fiscal 2024.

The decrease in the provision for income taxes for fiscal 2023 was primarily due to decreases in pre-tax book income and global intangible low-taxed income inclusions as compared to fiscal 2022.

Silicon Laboratories Inc.

2 unchanged sentences

Income Taxes (Continued)

The decrease in the provision for income taxes for fiscal 2023 was primarily due to decreases in pre-tax book income and global intangible low-taxed income inclusions as compared to fiscal 2022.

The provision for income taxes for fiscal 2022 increased from fiscal 2021 primarily due to the recognition of certain tax benefits for fiscal 2021 in discontinued operations under FASB ASU 2019-12, Simplifying the Accounting for Income Taxes, and the required adoption of new U.S.

tax rules regarding the capitalization of research and experimental costs in fiscal 2022.

Under ASU 2019-12, the income tax benefit of a loss from continuing operations should be recognized in discontinued operations if the Company would be unable to benefit from the loss without considering the income from discontinued operations.

As such, tax benefits associated with losses incurred for fiscal 2021 were recognized in discontinued operations.

The Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017.

1 unchanged sentence

The Company has elected to treat global intangible low-taxed income (“GILTI”) as a period cost, so the capitalization of research and experimental costs in GILTI increases the Company’s provision for income taxes.

Additionally, the Act required companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously deferred from U.S.

Additionally, the Act required companies to pay a one-time transition tax on the earnings of certain foreign subsidiaries that were previously deferred from U.S.

income tax under U.S.

The Company elected to pay the transition tax over the eight-year period provided in the Act.

As of December 30, 2023, the unpaid balance of its transition tax obligation was $ 14.3 million, which is payable between April 2024 and April 2025.

This was recorded as components of other current liabilities and other non-current liabilities in the Consolidated Balance Sheet in the amounts of $ 6.4 million and $ 7.9 million, respectively.

Silicon Laboratories Inc.

Notes to Consolidated Financial Statements (Continued)

December 30, 2023

Income Taxes (Continued)

As of December 28, 2024, the unpaid balance of its transition tax obligation was $ 7.9 million, which is payable in April 2025 and recorded as a component of other current liabilities in the Consolidated Balance Sheet.

Deferred Income Taxes

1 unchanged sentence

Significant components of the Company’s deferred taxes as of December 28, 2024 and December 30, 2023 were as follows (in thousands):

2024 December 30,

Deferred tax assets:

1 unchanged sentence

Tax credit carryforwards 23,100 13,303

Intangible assets

Net operating loss carryforwards 17,484 6,911

Intangible assets 6,447 7,188

Leases 6,388 6,584

Deferred income on shipments to distributors 2,153 6,465

Accrued liabilities 2,063 2,859

Other 6,130 3,072

92,378 73,784

Valuation allowance ( 60,760 ) ( 10,530 )

31,618 63,254

Deferred tax liabilities:

Intangible assets 13,718 13,916

Fixed assets 6,812 8,353

Leases 6,053 6,238

Prepaid expenses and other 3,555 4,534

Unrealized gain on equity-method investment

Stock-based compensation 1,001 —

31,139 33,041

Net deferred tax assets (liabilities) $ 479 $ 30,213

2 unchanged sentences

The foreign research and development tax credits expire in fiscal years 2043 through 2044.

The Company also had U.S.

federal net operating loss and research and development tax credit carryforwards of approximately $ 12.4 million and $ 1.1 million, respectively.

These carryforwards expire in fiscal years 2026 through 2031.

Recognition of these loss and credit carryforwards is subject to an annual limit, which may cause them to expire before they are used.

Additionally, the Company had state loss, state research and development, and state alternative minimum tax credit carryforwards of approximately $ 28.2 million, $ 12.9 million, and $ 0.1 million, respectively.

Certain of these carryforwards expire in fiscal years 2025 through 2036, and others do not expire.

Recognition of some of these loss and credit carryforwards is subject to an annual limit, which may cause them to expire before they are used.

As of December 28, 2024, the Company had U.S.

federal net operating loss, research and development tax credit and foreign tax credit carryforwards of approximately $ 10.2 million, $ 7.3 million and $ 3.7 million, respectively.

All of the net

Silicon Laboratories Inc.

2 unchanged sentences

Income Taxes (Continued)

operating loss and $ 1.1 million of the research and development tax credit carryforwards are subject to an annual limit, which may cause them to expire before they are used.

The net operating loss and research and development tax credit carryforwards that are subject to limitation expire in fiscal years 2026 through 2031, the remaining research and development tax credit carryforwards expire in fiscal year 2044, and the foreign tax credit carryforwards expire in fiscal years 2033 through 2034.

Additionally, the Company had state net operating loss and state research and development tax credit carryforwards of approximately $ 34.7 million and $ 13.7 million, respectively.

Certain of these carryforwards expire in fiscal years 2025 through 2044, and others do not expire.

Recognition of some of these loss and credit carryforwards is subject to an annual limit, which may cause them to expire before they are used.

A valuation allowance is established against a deferred tax asset when it is more likely than not that the deferred tax asset will not be realized.

The Company maintains a valuation allowance with respect to certain deferred tax assets relating to state research and development tax credits, state net operating loss carryforwards and state alternative minimum tax credits.

The Company maintains a valuation allowance with respect to the majority of deferred tax assets in the U.S.

and Singapore and with respect to research and development tax credit carryforwards in Canada.

In the three months ended June 29, 2024, the Company determined that there is a need for a valuation allowance in the U.S.

and Singapore due to a forecasted three-year cumulative pre-tax loss for the current and two preceding years in conjunction with the recent downturn in the semiconductor industry.

The company intends to maintain the valuation allowance until sufficient future sources of taxable income are forecasted to realize the benefit of the deferred tax assets.

The following table summarizes the activity related to the valuation allowance for deferred tax assets (in thousands):

Period Additions

Expenses Deductions Balance at

Year ended December 28, 2024 $ 10,530 $ 50,230 — $ 60,760

Year ended December 30, 2023 $ 9,409 $ 1,121 $ — $ 10,530

Year ended January 1, 2022

Prior to fiscal 2023, the Company asserted permanent reinvestment of the earnings of all foreign subsidiaries, except for Singapore and China.

During fiscal 2023, the Company modified its previous indefinite reinvestment assertion for the remaining foreign subsidiaries and recorded a deferred tax liability for applicable withholding taxes on the undistributed earnings in those jurisdictions.

Year ended December 31, 2022 $ 9,529 $ 792 $ ( 912 ) $ 9,409

Uncertain Tax Positions

The following table summarizes the activity related to gross unrecognized tax benefits (in thousands):

2024 December 30,

2023 December 31,

Beginning balance $ 4,868 $ 4,109 $ 3,677

4 unchanged sentences

Ending balance $ 4,427 $ 4,868 $ 4,109

As of December 30, 2023, December 31, 2022 and January 1, 2022, the Company had gross unrecognized tax benefits, inclusive of interest, of $ 5.4 million, $ 4.4 million and $ 3.9 million, respectively, of which $ 5.1 million, $ 4.4 million and $ 3.9 million, respectively, would affect the effective tax rate if recognized.

As of December 28, 2024, December 30, 2023 and December 31, 2022, the Company had gross unrecognized tax benefits, inclusive of interest, of $ 4.7 million, $ 5.4 million and $ 4.4 million, respectively, of which $ 3.5 million, $ 5.1 million and $ 4.4 million, respectively, would affect the effective tax rate if recognized.

The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes.

These amounts were not material for any of the periods presented.

Silicon Laboratories Inc.

Notes to Consolidated Financial Statements (Continued)

December 28, 2024

Income Taxes (Continued)

Following the completion of the Norwegian Tax Administration (“NTA”) examination of the Company’s Norwegian subsidiary for income tax matters relating to fiscal years 2013 – 2016, the Company received an assessment from the NTA in December 2017 concerning an adjustment to its 2013 taxable income related to the pricing of an intercompany transaction.

3 unchanged sentences

The Company plans to exhaust all available administrative remedies, and if unable to resolve this matter through administrative remedies with the NTA, the Company plans to pursue judicial remedies.

Silicon Laboratories Inc.

Notes to Consolidated Financial Statements (Continued)

December 30, 2023

Income Taxes (Continued)

The Company believes that it has accrued adequate reserves related to all matters contained in tax periods open to examination.

1 unchanged sentence

Tax years 2019 through 2024 remain open to examination by the major taxing jurisdictions in which the Company operates.

The Company’s 2021 tax year is currently under examination in India.

The Company’s 2021 and 2022 tax years are currently under examination in India.

Although the outcome of tax audits is always uncertain, the Company believes that the results of the examination will not materially impact its financial position or results of operations.

3 unchanged sentences

The Company has one operating segment, mixed-signal analog intensive products, consisting of numerous product areas.

The Company’s chief operating decision maker is considered to be its Chief Executive Officer.

The chief operating decision maker allocates resources and assesses performance of the business and other activities at the operating segment level.

The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer.

The CODM allocates resources and assesses performance of the business and other activities at the operating segment level.

The CODM assesses performance for the operating segment and decides how to allocate resources based on net income (loss) that is also reported on the Consolidated Statement of Operations as Consolidated Net income (loss).

The measure of segment assets is reported on the Consolidated Balance Sheets as Total assets.

The CODM uses net income (loss) to evaluate income generated in deciding whether to reinvest profits into the segment or to use such profits for other purposes, such as for acquisitions or share repurchases.

Net income (loss) is used to monitor budget versus actual results.

The CODM also uses net income (loss) in competitive analyses by benchmarking to the Company’s competitors.

The competitive analysis along with the monitoring of budget versus actual results are used in assessing performance of the segment, and in establishing management and variable compensation.

The Company groups its products into two categories, based on the target markets they address.

2 unchanged sentences

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

2024 December 30,

2023 December 31,

United States $ 56,493 $ 92,550 $ 176,379

China 188,169 219,741 334,821

Taiwan 77,430 90,382 105,602

Rest of world 262,294 379,585 407,304

Total $ 584,386 $ 782,258 $ 1,024,106

Silicon Laboratories Inc.

Notes to Consolidated Financial Statements (Continued)

December 28, 2024

Segment Information (Continued)

The CODM regularly reviews the Consolidated Statement of Operations and a disaggregation of operating expenses, of which the significant expenses are related to employee base compensation.

Other segment items include other personnel-related expenses, outside services, software expense, depreciation and amortization of intangible assets, and other expenses.

The following summarizes the significant and other operating expenses:

2024 December 30,

2023 December 31,

Operating expenses:

Employee base compensation $ 176,193 $ 179,438 $ 164,255

Other segment items 301,485 305,302 359,042

Operating expenses $ 477,678 $ 484,740 $ 523,297

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

2024 December 30,

United States $ 107,612 $ 116,357

Rest of world 24,524 29,533

Total $ 132,136 $ 145,890

Restructuring Activities

During the fourth quarter of 2023, the Company implemented a workforce reduction of approximately 10 % of its employees to reduce costs and align its business in response to market conditions.

In fiscal 2023, the Company incurred employee separation costs of $ 9.1 million and non-cash charges for the accelerated vesting of certain equity awards of approximately $ 0.6 million.

Employee separation costs of $ 6.0 million were recorded to research and development expenses and $ 3.0 million were recorded to selling, general and administrative expenses within the Consolidated Statement of Operations .

No further material amounts are expected to be incurred.

In fiscal 2023, the Company paid approximately $ 5 million of employee separation payments and accrued approximately $ 4 million in other current liabilities at December 30, 2023.

During 2023, the Company implemented a workforce reduction of approximately 10 % of its employees to reduce costs and align its business in response to market conditions.

The Company incurred total employee separation costs of $ 10.0 million and non-cash charges for the accelerated vesting of certain equity awards of approximately $ 0.6 million.

All employee separation costs were paid by the fourth quarter of fiscal 2024.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures