UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

For the Quarterly Period Ended August 31, 2011

OR

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

Commission File Number 0-7422

STANDARD MICROSYSTEMS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	11-2234952
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
80 Arkay Drive, Hauppauge, New York	11788-3728
(Address of Principal Executive Offices)	(Zip Code)

(631) 435-6000

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes T No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes T No o

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

Large accelerated filer o	Accelerated filer T
Non-accelerated filer o	Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No T

As of August 31, 2011 there were 22,808,871 shares of the registrant’s common stock outstanding.

STANDARD MICROSYSTEMS CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

		Page
PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets as of August 31, 2011 and February 28, 2011	1
	Condensed Consolidated Statements of Operations for the Three-Month and Six-Month Periods Ended August 31, 2011 and 2010	2
	Condensed Consolidated Statements of Cash Flows for the Six-Month Periods Ended August 31, 2011 and 2010	3
	Notes to Condensed Consolidated Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	34
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Removed and Reserved	36
Item 5.	Other Information	36
Item 6.	Exhibits	37
Signature		38
Exhibit 10.1
Exhibit 10.2
Exhibit 10.3
Exhibit 31.1
Exhibit 31.2
Exhibit 32
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Schema Document
101.CAL	XBRL Taxonomy Calculation Linkbase Document
101.LAB	XBRL Taxonomy Label Linkbase Document
101.PRE	XBRL Taxonomy Presentation Linkbase Document

PART I

Item 1. — Financial Statements

STANDARD MICROSYSTEMS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	August 31, 2011			February 28, 2011
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	144,417		$	170,387
Accounts receivable, net		63,819			64,714
Inventories		49,872			47,232
Deferred income taxes, net		15,062			31,156
Other current assets		16,504			8,047
Total current assets		289,674			321,536
Property, plant and equipment, net		66,920			67,382
Goodwill		118,215			77,273
Intangible assets, net		37,284			31,745
Long-term investments, net		28,199			29,490
Investments in equity securities		2,042			2,042
Deferred income taxes, net		6,454			6,074
Other assets		4,060			3,550
TOTAL ASSETS	$	552,848		$	539,092
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	27,227		$	27,171
Deferred income from distribution		18,868			16,167
Accrued expenses and other liabilities		59,538			72,459
Total current liabilities		105,633			115,797
Deferred income taxes		5,836			4,519
Other liabilities		23,788			21,869
Commitments and contingencies
Shareholders’ equity:
Preferred stock		-			-
Common stock		2,778			2,749
Additional paid-in capital		369,239			359,790
Retained earnings		145,360			127,291
Treasury stock, at cost		(111,893	)		(101,411	)
Accumulated other comprehensive income		12,107			8,488
Total shareholders’ equity		417,591			396,907
TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY	$	552,848		$	539,092

See Accompanying Notes to Condensed Consolidated Financial Statements

1

STANDARD MICROSYSTEMS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

	Three Months Ended August 31,						Six Months Ended August 31,
	2011			2010			2011			2010
	(Unaudited)						(Unaudited)
Sales and revenues	$	112,581		$	104,084		$	216,076		$	201,243
Costs of goods sold		52,237			45,426			99,947			90,790
Gross profit on sales and revenues		60,344			58,658			116,129			110,453
Operating expenses:
Research and development		22,632			19,763			47,159			43,582
Selling, general and administrative		16,234			16,045			39,463			41,399
Restructuring charges		356			47			699			868
Revaluation of contingent consideration		(398	)		457			(381	)		457
Income from operations		21,520			22,346			29,189			24,147
Interest income		69			174			187			318
Interest expense		(39	)		(66	)		(76	)		(95	)
Other (expense) income, net		(99	)		(181	)		43			(336	)
Income before income taxes		21,451			22,273			29,343			24,034
Provision for income taxes		9,560			9,371			11,274			10,505
Net income	$	11,891		$	12,902		$	18,069		$	13,529
Net income per share:
Basic	$	0.52		$	0.57		$	0.78		$	0.60
Diluted	$	0.51		$	0.57		$	0.77		$	0.59
Weighted average common shares outstanding:
Basic		23,065			22,606			23,047			22,540
Diluted		23,493			22,756			23,516			22,772

See Accompanying Notes to Condensed Consolidated Financial Statements

2

STANDARD MICROSYSTEMS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Six Months Ended August 31,
	2011			2010
	(Unaudited)
Cash flows provided by operating activities:
Net income	$	18,069		$	13,529
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		14,793			11,871
Foreign exchange loss		18			255
Excess tax benefits from stock-based compensation		(137	)		(68	)
Stock-based compensation		(6,029	)		2,953
Deferred income taxes		16,527			(520	)
Losses on sales of property, plant and equipment		-			18
Deferred income from distribution		2,701			7,156
Non cash restructuring charges		73			-
Provision for sales returns and allowances		139			296
Changes in operating assets and liabilities, net of effects of business acquisitions:
Accounts receivable		1,864			(14,373	)
Inventories		(1,318	)		(1,373	)
Accounts payable, accrued expenses and other liabilities		(7,126	)		1,603
Accrued restructuring charges		(1,946	)		(877	)
Income taxes receivable and payable		(9,943	)		3,591
Other changes, net		1,102			462
Net cash provided by operating activities		28,787			24,523
Cash flows from investing activities:
Capital expenditures		(5,711	)		(6,501	)
Acquisition of business, net of cash acquired (BridgeCo)		(40,968	)		-
Acquisition of business, net of cash acquired (STS)		-			(22,000	)
Loans receivable form related party		-			(1,625	)
Purchases of short-term and long-term investments		-			(14,900	)
Sales and maturities of short-term and long-term investments		1,275			55,925
Net cash (used in) provided by investing activities		(45,404	)		10,899
Cash flows from financing activities:
Excess tax benefits from stock-based compensation		137			68
Proceeds from issuance of common stock		3,205			4,141
Purchases of treasury stock		(10,482	)		(25	)
Repayments of obligations under supplier financing arrangements		(3,245	)		(2,338	)
Net cash (used in) provided by financing activities		(10,385	)		1,846
Effect of foreign exchange rate changes on cash and cash equivalents		1,032			(563	)
Net (decrease) increase in cash and cash equivalents		(25,970	)		36,705
Cash and cash equivalents at beginning of period		170,387			109,141
Cash and cash equivalents at end of period	$	144,417		$	145,846

See Accompanying Notes to Condensed Consolidated Financial Statements

3

STANDARD MICROSYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements and related disclosures of Standard Microsystems Corporation and subsidiaries (“SMSC” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (“SEC”), reflecting all adjustments (consisting only of normal, recurring adjustments) which in management’s opinion are necessary to present fairly the Company’s financial position as of August 31, 2011, results of operations for the three and six-month periods ended August 31, 2011 and 2010 and cash flows for the six-month periods ended August 31, 2011 and 2010 (collectively, including accompanying notes and disclosures, the “Interim Financial Statements”). The February 28, 2011 balance sheet information has been derived from audited financial statements, but does not include all information or disclosures required by U.S. GAAP.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of sales and revenues and expenses during the reporting period. Actual results may differ from those estimates, and such differences may be material to the Company’s financial statements.

These Interim Financial Statements should be read in conjunction with the audited consolidated financial statements for the fiscal year ended February 28, 2011 included in the Company’s Annual Report on Form 10-K, as filed on April 19, 2011 with the SEC (the “Fiscal 2011 Form 10-K”).

Results of operations for interim periods are not necessarily indicative of results to be expected for the full fiscal year or any future periods.

2. Recent Accounting Standards

 In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2011 - 05, “Presentation of Comprehensive Income” (“ASU 2011 - 05”), which provides guidance regarding the presentation of comprehensive income. The new standard requires the presentation of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The new standard also requires presentation of adjustments for items that are reclassified from other comprehensive income to net income in the statement where the components of net income and the components of other comprehensive income are presented. The updated guidance is effective on a retrospective basis for SMSC beginning in the first quarter of fiscal year 2013. The adoption of this guidance will not have a material impact on our consolidated financial statements.

 In May 2011, the FASB issued Accounting Standards Update 2011 - 04, “Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRS” (“ASU 2011 - 04”), which provides additional guidance on fair value measurements that clarifies the application of existing guidance and disclosure requirements, changes certain fair value measurement principles and requires additional disclosures about fair value measurements. The updated guidance is effective on a prospective basis for SMSC beginning in the first quarter of fiscal year 2013. The adoption of this guidance will not have a material impact on our consolidated financial statements.

In December 2010, the FASB issued Accounting Standards Update 2010 - 29, “Disclosure of Supplementary Pro Forma Information for Business Combinations” (“ASU 2010 - 29”), which specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in this update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The new disclosures required by ASU 2010 – 29 were adopted by SMSC beginning in the first quarter of fiscal 2012. The adoption of ASU 2010 - 29 did not have a material effect on our consolidated financial statements.

4

STANDARD MICROSYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

3. Fair Value of Financial Instruments

The Company’s financial instruments are measured and recorded at fair value. The Company’s non-financial instruments (including: goodwill, intangible assets, property, plant and equipment) are measured at fair value when initially recorded for purchase accounting allocation and when an impairment charge is recognized. Contingent consideration on acquisitions is measured at fair value at each reporting period. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, management considers the principal or most advantageous market in which the Company would transact, and also considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance.

The following table details the fair value measurements within the three levels of fair value hierarchy under US GAAP of the Company’s financial assets and liabilities, including investments, cash surrender value of life insurance policies, contingent consideration and cash equivalents at August 31, 2011:

	Total Fair Value		Level 1		Level 2		Level 3
	(in thousands)
Assets:
Auction rate securities	$	28,199	$	-	$	-	$	28,199
Money market funds		39,467		39,467		-		-
Other assets-cash surrender value		1,674		-		1,674		-
Total Assets	$	69,340	$	39,467	$	1,674	$	28,199
Liabilities:
Contingent consideration	$	9,825	$	-	$	-	$	9,825
Total Liabilities	$	9,825	$	-	$	-	$	9,825

The following table details the fair value measurements within the three levels of fair value hierarchy of the Company’s financial assets, including investments, cash surrender value of life insurance policies and cash equivalents at February 28, 2011:

	Total Fair Value		Level 1		Level 2		Level 3
	(in thousands)
Assets:
Auction rate securities	$	29,490	$	-	$	-	$	29,490
Money market funds		134,007		134,007		-		-
Other assets-cash surrender value		1,666		-		1,666		-
Total Assets	$	165,163	$	134,007	$	1,666	$	29,490
Liabilities:
Contingent consideration	$	2,778	$	-	$	-	$	2,778
Total Liabilities	$	2,778	$	-	$	-	$	2,778

At February 28, 2011 and August 31, 2011, the Company grouped money market funds using a Level 1 valuation because market prices were readily available. Level 2 financial assets and liabilities represent the fair value of cash surrender value of life insurance.

The assets grouped for Level 3 valuation included auction rate securities consisting of AAA rated securities mainly collateralized by student loans guaranteed by the U.S. Department of Education under the Federal Family Education Loan Program (“FFELP”), as well as auction rate preferred securities ($6.1 million at par) which are AAA rated and part of a closed end fund that must maintain an asset ratio of 2 to 1. Level 3 liabilities consist of contingent consideration on acquisitions. See Note 15 — Commitments and Contingencies, for further discussion on contingent consideration arrangements, including fair value disclosures.

5

STANDARD MICROSYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

When a determination is made to classify a financial instrument within Level 3, the determination is based upon the lack of significance of the observable parameters to the overall fair value measurement. However, the fair value determination for Level 3 financial instruments may consider some observable market inputs.

The following tables reflect the activity for the Company’s major classes of assets and liabilities measured at fair value using Level 3 inputs (in thousands):

Assets:	Three Months Ended 8/31/2011			Six Months Ended 8/31/2011
Balance at beginning of period	$	28,786		$	29,490
Transfers out to Level 2 (Auction Rate Securities with market inputs)		-			(550	)
Sales of Level 3 investments		(550	)		(725	)
Total losses:
Unrealized losses included in accumulated other comprehensive income		(37	)		(16	)
Balance as of August 31, 2011	$	28,199		$	28,199

Liabilities:	Three Months Ended 8/31/2011			Six Months Ended 8/31/2011
Balance at beginning of period	$	10,205		$	2,778
Level 3 liabilities acquired		-			8,800
Level 3 liabilities settled		-			(1,390	)
Total (gains) and losses:
Included in earnings (unrealized)		(398	)		(381	)
Unrealized losses included in accumulated other comprehensive income		18			18
Balance as of August 31, 2011	$	9,825		$	9,825

The following tables summarize the composition of the Company’s investments (in thousands):

								Classification on Balance Sheet
August 31, 2011	Cost		Gross Unrealized Losses			Aggregate Fair value		Cash and Cash Equivalents		Long-Term Investments
Auction rate securities	$	30,125	$	(1,926	)	$	28,199	$	-	$	28,199
Money market funds		39,467		-			39,467		39,467		-
	$	69,592	$	(1,926	)	$	67,666	$	39,467	$	28,199

								Classification on Balance Sheet
February 28, 2011	Cost		Gross Unrealized Losses			Aggregate Fair value		Cash and Cash Equivalents		Long-Term Investments
Auction rate securities	$	31,400	$	(1,910	)	$	29,490	$	-	$	29,490
Money market funds		134,007		-			134,007		134,007		-
	$	165,407	$	(1,910	)	$	163,497	$	134,007	$	29,490

The Company classifies all marketable debt and equity securities with remaining contractual maturities of greater than one year as long-term investments. As of August 31, 2011 the Company held approximately $28.2 million of investments in auction rate securities (net of $1.9 million in gross unrealized losses) with maturities ranging from 10 years to 30 years, all classified as available-for-sale. Auction rate securities are long-term variable rate bonds tied to short-term interest rates that were, until February 2008, reset through a “Dutch auction” process. As of August 31, 2011, all of the Company’s auction rate securities were “AAA” rated by one or more of the major credit rating agencies.

Historically, the carrying value (par value) of the auction rate securities approximated fair market value due to the frequent resetting of variable interest rates. Beginning in February 2008, however, the auctions for auction rate securities began to fail and were largely unsuccessful. As a result, the interest rates on the investments reset to the maximum rate per the applicable investment offering statements. The types of auction rate securities generally held by the Company have historically traded at par and are callable at par at the option of the issuer.

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STANDARD MICROSYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The par (invested principal) value of the auction rate securities associated with these failed auctions will not be accessible to the Company until a successful auction occurs, a buyer is found outside of the auction process, the securities are called or the underlying securities have matured. In light of these liquidity constraints, the Company performed a valuation analysis to determine the estimated fair value of these investments. The fair value of these investments was based on a trinomial discount model. This model considers the probability of three potential occurrences for each auction event through the maturity date of the security. The three potential outcomes for each auction are (i) successful auction/early redemption, (ii) failed auction and (iii) issuer default. Inputs in determining the probabilities of the potential outcomes include, but are not limited to, the security’s collateral, credit rating, insurance, issuer’s financial standing, contractual restrictions on disposition and the liquidity in the market. The fair value of each security was then determined by summing the present value of the probability weighted future principal and interest payments determined by the model. The discount rate was determined using a proxy based upon the current market rates for successful auctions within the AAA rated auction rate securities market. The expected term was based on management’s estimate of future liquidity. The illiquidity discount was based on the levels of federal insurance or FFELP backing for each security as well as considering similar preferred stock securities ratings and asset backed ratio requirements for each security.

As a result, as of August 31, 2011, the Company recorded an estimated cumulative unrealized loss of $1.9 million (net of tax) related to the temporary impairment of the auction rate securities, which was included in accumulated other comprehensive income within shareholders’ equity. The Company deemed the loss to be temporary because the Company does not plan to sell any of the auction rate securities prior to maturity at an amount below the original purchase value and, at this time, does not deem it probable that it will receive less than 100% of the principal and accrued interest from the issuer. Further, the auction rate securities held by the Company are AAA rated, and the Company considers the credit risk to be negligible. The Company continues to liquidate investments in auction rate securities as opportunities arise. In the six-month period ended August 31, 2011, $1.3 million in auction rate securities were liquidated at par in connection with issuer calls.

The Company does not believe it will be necessary to access these investments to support current working capital requirements. However, the Company may be required to record additional unrealized losses in accumulated other comprehensive income or through income in future periods based on then current facts and circumstances. Specifically, if the credit rating of the security issuers deteriorates, or if active markets for such securities are not reestablished, the Company may be required to adjust the carrying value of these investments through impairment charges recorded in the consolidated statements of operations, and any such impairment adjustments may be material.

4. Comprehensive Income (Loss)

The Company’s other comprehensive income (loss) consists of foreign currency translation adjustments from those subsidiaries whose functional currency is other than the U.S. dollar (“USD”) and unrealized gains and losses on investments classified as available-for-sale.

The components of the Company’s comprehensive income were as follows (in thousands):

	Three Months Ended August 31					Six Months Ended August 31
	2011			2010		2011			2010
Net income	$	11,891		$	12,902	$	18,069		$	13,529
Other comprehensive income:
Change in foreign currency translation adjustments		1,101			2,855		3,635			(792	)
Change in unrealized loss on securities		(3	)		639		(16	)		1,160
Total comprehensive income	$	12,989		$	16,396	$	21,688		$	13,897

The components of the Company’s accumulated other comprehensive income were as follows (in thousands):

	August 31, 2011			February 28, 2011
Unrealized losses on investments, net of tax	$	(1,880	)	$	(1,864	)
Foreign currency translation		14,402			10,767
Minimum pension liability adjustment, net of tax		(415	)		(415	)
Accumulated other comprehensive income	$	12,107		$	8,488

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STANDARD MICROSYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

5. Net Income Per Share

Basic net income per share is calculated using the weighted-average number of common shares outstanding during the period. Diluted net income per share is calculated using the sum of the weighted-average number of common shares outstanding during the period, plus the dilutive effect of shares issuable through stock options.

The shares used in calculating basic and diluted net income per share for the condensed consolidated statements of operations included within this report are reconciled as follows (in thousands) :

	Three Months Ended August 31				Six Months Ended August 31
	2011		2010		2011		2010
Weighted average shares outstanding for basic net income per share		23,065		22,606		23,047		22,540
Dilutive effect of stock options and restricted stock units		428		150		469		232
Weighted average shares outstanding for diluted net income per share		23,493		22,756		23,516		22,772

Options covering approximately 1.8 million and 1.5 million shares for the three month periods ended August 31, 2011 and 2010, and approximately 1.6 million and 1.6 million shares for the six month periods ended August 31, 2011 and 2010, respectively, were excluded from the computation of average shares outstanding for diluted net income per share because their effects were antidilutive.

6. Business Combinations

BridgeCo

On May 19, 2011 SMSC completed the acquisition of BridgeCo, Inc. (“BridgeCo”), a leader in wireless networked audio technologies. BridgeCo's JukeBlox(TM) technology connects tablets, smartphones, PCs, Macs and other consumer electronics products by enabling consumers to access their local or cloud-based music library from any device and from any room in the home. Its JukeBlox software platform, with integrated WiFi® support, enables music streaming to virtually all home audio equipment including home theater systems, A/V receivers, radios, wireless speakers and portable music player docking stations. BridgeCo's technology has been adopted by some of the largest consumer electronics brands in the world including Pioneer, Philips, Denon, Marantz, JBL, B&W and Harmon/Kardon.

The majority of BridgeCo’s assets are located in the United States. BridgeCo also has operations in India and Japan. The functional currency of BridgeCo’s operations in the United States is the U.S. dollar (“USD”), in India, the Indian Rupee and in Japan, the Japanese Yen.

SMSC made an initial investment of $41.0 million in cash (net of cash acquired). The terms of the purchase agreement provide for potential earnout payments of up to $5.0 million in 2012 and up to $22.5 million in 2013 to former BridgeCo shareholders, dependent on BridgeCo reaching certain revenue goals in calendar years 2011 and 2012.

In addition, an employee incentive bonus plan was established as part of the merger agreement in which a portion of the earnout payment due to shareholders was apportioned to employees contingent upon continuous future employment as of the specified payout dates established by the plan. This portion of the earnout was not included as part of the contingent consideration liability but is being charged to earnings over the required service period as earned.

The fair value of the contingent consideration at acquisition of $8.8 million was estimated by applying the income approach. That measure was based on significant inputs that are unobservable in the market, and are therefore level 3 inputs. Key assumptions included a discount rate of 19% and a probability-adjusted level of forecasted quarterly revenues.

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STANDARD MICROSYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table summarizes the components of the purchase price at fair value (in thousands):

BridgeCo

Cash acquired	$	(374	)
Cash consideration paid		41,342
Liability for contingent consideration		8,800
Total consideration	$	49,768

The following table summarizes the allocation of the purchase price at fair value (in thousands):

Receivables	$	601
Inventories		950
Other current assets		629
Property, plant and equipment		442
Customer relationships		1,900
Trade name		70
Technology		7,400
Goodwill (all non-deductible for tax purposes)		40,173
Deferred tax assets		438
Other non current assets		257
Non-interest bearing liabilities		(2,402	)
Deferred tax liabilities		(690	)
Net assets	$	49,768

The results of BridgeCo’s operations subsequent to May 19, 2011 have been included in the Company’s consolidated results of operations. In the three-month and six-month periods ended August 31, 2011, BridgeCo contributed $8.7 million and $9.5 million in revenue, respectively.

The following unaudited pro forma financial information presents the combined operating results of SMSC and BridgeCo as if the acquisition had occurred as of the beginning of the comparative prior annual reporting period only. In the three month period ended August 31, 2011 there were no pro forma adjustments as the BridgeCo results were included in the SMSC results for the entire period. Pro forma data is subject to various assumptions and estimates, and is presented for informational purposes only. This pro forma data does not purport to represent or be indicative of the consolidated operating results that would have been reported had the transaction been completed as described herein, and the data should not be taken as indicative of future consolidated operating results.

Pro forma financial information is presented in the following table (in thousands):

	Three Months Ended August 31,				Six Months Ended August 31,
	2011		2010		2011		2010
	(Unaudited)				(Unaudited)
Sales and revenues	$	112,581	$	105,697	$	219,073	$	203,944
Net income	$	11,891	$	10,951	$	15,790	$	10,204

9

STANDARD MICROSYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Symwave

On November 12, 2010 SMSC completed the acquisition of Symwave, Inc. (“Symwave”), a global fabless semiconductor company supplying high-performance analog/mixed-signal connectivity solutions utilizing proprietary technology, IP and silicon design capabilities. Symwave was headquartered in Laguna Niguel, California, with design centers in San Diego, California and Shenzhen, China. Symwave had approximately 90 employees, of which over 60 were in Asia. The functional currency of Symwave’s operations in the United States is the U.S. dollar (“USD”) and in China is the Chinese Yuan Renminbi (“CNY”).

SMSC made an initial $5.2 million equity investment in Symwave in fiscal 2010, resulting in an equity stake of approximately 14% and in fiscal 2011 provided $3.1 million in bridge financing to Symwave. At acquisition, the initial equity investment was revalued to $2.0 million and an impairment loss of $3.2 million was recorded within income from operations. The terms of the purchase agreement provide for quarterly cash payments to former Symwave shareholders upon achievement of certain revenue and gross profit margin goals. As a result, no cash was paid at acquisition and SMSC recorded a $3.1 million liability for contingent consideration. The fair value of the initial equity investment of $2.0 million was estimated by applying the income approach. That measure is based on significant inputs that are unobservable in the market, and are therefore level 3 inputs. Key assumptions include a discount rate of 15 percent and a probability-adjusted level of quarterly revenues and gross profit margins.

Symwave

The following table summarizes the components of the purchase price at fair value (in thousands):

Fair value of initial investment in Symwave	$	2,030
Assumption of liability for overdue accounts payable		4,062
Assumption of liability for notes payable		3,212
Liability for contingent consideration		3,094
	$	12,398

The following table summarizes the allocation of the purchase price at fair value (in thousands):

Cash and cash equivalents	$	1,517
Inventories		3,441
Accounts receivable		3,338
Other current assets		343
Fixed assets		1,989
Customer relationships		290
Trade name		150
Technology		3,600
Goodwill (all non-deductible for tax purposes)		1,690
Deferred tax assets		1,486
Accounts payable and accrued liabilities		(5,446	)
	$	12,398

The results of Symwave’s operations subsequent to November 12, 2010 have been included in the Company’s consolidated results of operations. In the three and six month periods ended August 31, 2011, Symwave contributed $0.7 million and $2.1 million in revenue, respectively.

During the fourth quarter of fiscal 2011 the Company initiated a plan to reduce costs and investments, including reducing investment in the former Symwave business (see Note 13 — Restructuring).

The following unaudited pro forma financial information presents the combined operating results of SMSC and Symwave as if the acquisition had occurred as of the beginning of the comparable prior annual reporting period only. In the three and six month periods ended August 31, 2011 there were no pro forma adjustments as the Symwave results were included in the SMSC results for the entire period. Pro forma data is subject to various assumptions and estimates, and is presented for informational purposes only. This pro forma data does not purport to represent or be indicative of the consolidated operating results that would have been reported had the transaction been completed as described herein, and the data should not be taken as indicative of future consolidated operating results.

Pro forma financial information is presented in the following table (in thousands):

	Three Months Ended August 31				Six Months Ended August 31
	2011		2010		2011		2010
	(Unaudited)				(Unaudited)
Sales and revenues	$	112,581	$	105,996	$	216,076	$	203,960
Net income	$	11,891	$	11,979	$	18,069	$	11,685

10

STANDARD MICROSYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

7. Investments

Long-term investments consist of AAA rated auction rate securities (most of which are backed by the U.S. Federal or state and municipal government guarantees) held as available-for-sale investments. As of November 30, 2007 and prior period-end dates, investments in auction rate securities were classified as short-term in nature. In the fourth quarter of fiscal 2008, such investments became subject to adverse market conditions, and the liquidity typically associated with the financial markets for such instruments became restricted as auctions began to fail. Given the circumstances, these securities were subsequently classified as long-term (or short-term if stated maturity dates were within one year of the reported balance sheet date), reflecting the restrictions on liquidity and the Company’s intent to hold until maturity (or until such time as the principal investment could be recovered through other means, such as issuer calls and redemptions). See Note 3 — Fair Value for further discussion on related issues and matters, including fair valuation.

On November 23, 2010, the Company invested $2.0 million in EqcoLogic, N.V. (“EqcoLogic”), a privately held Belgian corporation based in Brussels, Belgium. SMSC holds approximately 18.0% of the total outstanding equity of EqcoLogic on a fully diluted basis. The purchase of the equity shares has been accounted for as a cost-basis investment and is included in the Investments in equity securities caption on the Company’s condensed consolidated balance sheet.

8. Goodwill and Intangible Assets

Changes in the carrying amount of goodwill by reporting unit consists of the following (in thousands):

	Analog/Mixed Signal			Wireless Audio		AIS			Total
Gross balance, 2/28/11	$	33,393		$	24,531	$	71,649		$	129,573
Accumulated impairment losses		-			-		(52,300	)		(52,300	)
Balance, 2/28/11		33,393			24,531		19,349			77,273
Adjustments		193			-		-			193
Goodwill acquired		-			40,173		-			40,173
Foreign exchange rate impact		(27	)		361		242			576
Gross balance, 8/31/11		33,559			65,065		71,891			170,515
Accumulated impairment		-			-		(52,300	)		(52,300	)
Balance, 8/31/11	$	33,559		$	65,065	$	19,591		$	118,215

On May 19, 2011 SMSC completed the acquisition of BridgeCo, a leader in wireless networked audio technologies. Goodwill related to this acquisition is included within the wireless audio reporting unit.

11

STANDARD MICROSYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The Company’s intangible assets consisted of the following (in thousands):

	As of August 31, 2011				As of February 28, 2011
	Cost		Accumulated Amortization		Cost		Accumulated Amortization
Purchased technologies	$	56,833	$	36,549	$	48,151	$	32,353
Customer relationships and contracts		21,087		12,251		18,291		10,268
Other		2,276		875		2,096		642
Total – finite-lived intangible assets		80,196		49,675		68,538		43,263
Trademarks and trade names - indefinite-lived		6,763		-		6,470		-
	$	86,959	$	49,675	$	75,008	$	43,263

Purchased technologies have been assigned estimated useful lives of between six and nine years, with a weighted-average useful life of approximately eight years. Customer relationships and contracts have been assigned useful lives of between one and fifteen years, with a weighted-average useful life of approximately seven years. Certain trade names related to the acquired businesses are amortized over a period of one year and included in other in the table above.

Total amortization expense recorded for finite-lived intangible assets using straight-line amortization was as follows (in thousands):

	Three Months Ended August 31				Six Months Ended August 31,
	2011		2010		2011		2010
Amortization expense	$	2,700	$	2,077	$	5,091	$	3,842

Estimated future finite-lived intangible asset amortization expense is as follows (in thousands):

Period	Amount
Remainder of Fiscal 2012	$	5,415
Fiscal 2013	$	9,933
Fiscal 2014	$	4,516
Fiscal 2015	$	3,976
Fiscal 2016	$	3,194
Fiscal 2017 and thereafter	$	3,487
	$	30,521

12

STANDARD MICROSYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

9. Other Balance Sheet Data

Other balance sheet data is as follows (in thousands):

	August 31, 2011			February 28, 2011
Inventories:
Raw materials	$	2,254		$	2,413
Work-in-process		12,555			14,329
Finished goods		35,063			30,490
	$	49,872		$	47,232
Property, plant and equipment:
Land	$	578		$	578
Buildings and improvements		38,901			36,164
Machinery and equipment		140,690			133,778
		180,169			170,520
Less: Accumulated depreciation and amortization		(113,249	)		(103,138	)
	$	66,920		$	67,382
Accrued expenses, income taxes and other liabilities:
Employee compensation, incentives and benefits	$	20,069		$	19,174
Stock appreciation rights		15,982			28,259
Supplier financing – current		6,465			4,934
Restructuring charges (see Note 13)		875			2,821
Accrued rent obligations		2,792			2,944
Income taxes payable		1,360			2,545
Accrued contingent consideration--current		5,700			1,445
Other accrued		6,295			10,337
	$	59,538		$	72,459
Other liabilities:
Retirement benefits	$	8,843		$	8,799
Income taxes		6,083			5,225
Supplier financing – non-current		3,939			5,406
Accrued contingent consideration--non-current		4,125			1,401
Other liabilities		798			1,038
	$	23,788		$	21,869

10. Deferred Income from Distribution

Certain of the Company’s products are sold to electronic component distributors under agreements providing for price protection and rights to return unsold merchandise. Accordingly, recognition of revenue and associated gross profit on shipments to a majority of the Company’s distributors is deferred until the distributors resell the products. At the time of shipment to distributors, the Company records a trade receivable for the selling price, relieves inventory for the carrying value of goods shipped, and records the gross margin as deferred income from distribution on the consolidated balance sheets. This deferred income represents the gross margin on the initial sale to the distributor; however, the amount of gross margin recognized in future consolidated statements of operations will typically be less than the originally recorded deferred income as a result of price allowances. Price allowances offered to distributors are recognized as reductions in product sales when incurred, which is generally at the time the distributor resells the product. Shipments made by the Company’s Japanese subsidiary to distributors in Japan are made under agreements that permit limited stock return and no price protection privileges. Revenue for shipments to distributors in Japan is recognized as title passes to such distributors upon delivery.

Deferred income on shipments to distributors consists of the following (in thousands):

	August 31, 2011			February 28, 2011
Deferred revenue	$	30,677		$	26,609
Deferred cost of goods sold		(5,722	)		(4,904	)
Provisions for sales returns		656			757
Advances to distributors for price allowances		(6,743	)		(6,295	)
	$	18,868		$	16,167

13

STANDARD MICROSYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

11. Other Expense, Net

The components of the Company’s other expense, net consisted of the following (in thousands):

	Three Months Ended August 31						Six Months Ended August 31
	2011			2010			2011		2010
Unrealized and realized foreign currency transaction gains	$	(130	)	$	(274	)	$	11	$	(370	)
Other miscellaneous income, net		31			93			32		34
	$	(99	)	$	(181	)	$	43	$	(336	)

12. Income Taxes

The provision for income taxes for the three and six month periods ended August 31, 2011 was $9.6 million, and $11.3 million or an effective income tax rate of 44.6% on $21.5 million of profit and an effective tax rate of 38.4% on $29.3 million of income before income taxes, respectively. The tax provision for the six month period ended August 31, 2011 includes the net deferred tax benefit of $1.4 million related to a change in the effective rate for state deferred tax assets and liabilities, an impact of $0.2 million from tax exempt income, and approximately $0.2 million of accrued interest and penalties. The provision excludes the impact of certain losses in various jurisdictions that could not be benefitted. In addition, $0.9 million of qualified research and development credit has been included in the net provision for income taxes for the six months ended August 31, 2011.

The provision for income taxes for the three and six month periods ended August 31, 2010 was $9.4 million, and $10.5 million or an effective income tax rate of 42.1% on $22.3 million of profit and an effective tax rate of 43.7% on $24.0 million of income before income taxes, respectively. The provision excludes the impact of certain losses in various jurisdictions that could not be benefitted. In addition, as the research and development tax credit expired on December 31, 2009 there is no such tax credit included in the tax provision for the three and six month periods ended August 31, 2010.

The difference between the effective tax rates of 38.4% for the six months ended August 31, 2011 compared to effective tax rate of 43.7% for the six months ended August 31, 2010 is primarily attributable to a deferred tax benefit related to a change in the effective rate for state deferred tax assets and liabilities and a credit for research and development were recorded for the six months ended August 31, 2011 which was not available in the six months ended August 31, 2010.

The Company increased its reserves for liabilities for uncertain tax positions for the six month period ended August 31, 2011 by $0.7 million to $5.5 million for potential liabilities related to certain acquisitions. Substantially all such unrecognized tax benefits would be recorded as part of the provision for income taxes if realized in future periods. At this time, the Company does not anticipate that liabilities for uncertain tax positions will significantly increase or decrease on or prior to August 31, 2012. All liabilities for uncertain tax positions are classified as long term and included in Other liabilities in the condensed consolidated balance sheet.

The Company files U.S. federal, U.S. state, and foreign tax returns, and is generally no longer subject to tax examinations for fiscal years prior to 2008 (in the case of certain foreign tax returns, calendar year 2007).

13. Restructuring

During the second quarter of fiscal 2012 the Company reorganized certain engineering groups resulting in severance charges of $0.4 million. Costs incurred as result of this action will result in cash payments to be completed in the third quarter of fiscal 2012.

During the fourth quarter of fiscal 2011, the Company initiated a plan to reduce costs and investments in certain businesses. As a result, approximately 80 positions worldwide, including approximately 50 positions at its subsidiary in Shenzhen China, were eliminated as part of the plan to substantially reduce investment in storage solutions acquired as part of the acquisition of Symwave, Inc. (“Symwave”).

The remaining positions eliminated consist of certain administrative positions, certain positions in its subsidiary in Canada as part of its plan to converge the wireless audio products roadmap from the acquisitions of Kleer Corporation and Kleer Semiconductor Corporation (collectively, “Kleer”) and Wireless Audio IP B.V. (“STS”) and to rationalize worldwide resources working on wireless audio products, and certain engineering positions. An additional $0.3 million was incurred in the first quarter of fiscal 2012 for additional severance and termination benefits and asset impairment charges relating to this restructuring plan. Costs incurred as result of this action will result in cash payments to be completed in the third quarter of fiscal 2012.

14

STANDARD MICROSYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

In the second quarter of fiscal 2011, the Company initiated a restructuring plan for severance and termination benefits for 9 employees of $0.1 million. An additional $0.3 million in expenses were incurred in the third and fourth quarters of fiscal 2011 relating to this plan. The Company expects the payments on these obligations to be completed in the third quarter of fiscal 2012.

In the fourth quarter of fiscal 2010, the Company initiated a restructuring plan for severance and termination benefits for 5 employees. The payments on these obligations were completed in the first quarter of fiscal 2012.

In the second quarter of fiscal 2010, the Company announced a plan to reduce its workforce by sixty-four employees in connection with the relocation of certain of its test floor activities from Hauppauge, New York to third party offshore facilities (Sigurd Microelectronics Corporation) in Taiwan. The payments on these obligations were completed in the first quarter of fiscal 2012.

In the fourth quarter of fiscal 2009, the Company announced a restructuring plan that included a supplemental voluntary retirement program and involuntary separations that would result in approximately a ten percent reduction in employee headcount and expenses worldwide. The payments on these obligations were completed in the first quarter of fiscal 2012.

The following tables summarize the activity related to the accrual for restructuring charges for the six months ended August 31, 2011 and the twelve months ended February 28, 2011 (in thousands):

	Balance as of March 1, 2011		Severance & Benefits Charges		Assets Impairment		Payments			Non-Cash Items			Balance as of August 31, 2011
Q4 Fiscal 2009 Restructuring Plan	$	2	$	-	$	-	$	(2	)	$	-		$	-
Q2 Fiscal 2010 Restructuring Plan		15		-		-		-			-			15
Q4 Fiscal 2010 Restructuring Plan		27		-		-		(27	)		-			-
Q2 Fiscal 2011 Restructuring Plan		348		-		-		(226	)		-			122
Q4 Fiscal 2011 Restructuring Plan		2,429		270		73		(2,317	)		(73	)		382
Q2 Fiscal 2012 Restructuring Plan		-		356							-			356
Total	$	2,821	$	626	$	73	$	(2,572	)	$	(73	)	$	875

	Balance as of March 1, 2010		Severance & Benefits Charges		Assets Impairment		Payments			Non-Cash Items			Balance as of February 28, 2011
Q4 Fiscal 2009 Restructuring Plan	$	210	$	-	$	-	$	(212	)	$	4		$	2
Q2 Fiscal 2010 Restructuring Plan		101		-		-		(86	)		-			15
Q4 Fiscal 2010 Restructuring Plan		780		822		-		(1,440	)		(135	)		27
Q2 Fiscal 2011 Restructuring Plan		-		348		-		-			-			348
Q4 Fiscal 2011 Restructuring Plan		-		2,489		1,044		-			(1,104	)		2,429
Total	$	1,091	$	3,659	$	1,044	$	(1,738	)	$	(1,235	)	$	2,821

14. Benefit and Incentive Plans (including Share-Based Payments)

The Company has several stock-based compensation plans in effect under which incentive stock options and non-qualified stock options (collectively “stock options”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and stock appreciation rights (“SARs”) have been granted to employees and directors. In July 2009, the shareholders approved the 2009 Long Term Incentive Plan (the “LTIP”). The Company has ceased issuing stock options and restricted stock awards under previously established stock option and restricted stock plans, and has ceased issuing SARs, and instead is using the LTIP to issue stock options and RSUs. The Compensation Committee and management continue to evaluate means to effectively promote share ownership by employees and directors while offering industry-competitive compensation packages, including appropriate use of stock-based compensation awards.

Long Term Incentive Plan

Under the LTIP, the Compensation Committee of the Board of Directors is authorized to grant awards of stock options, restricted stock or restricted stock units, or other stock-based awards. The Committee is authorized under the LTIP to delegate its authority in certain circumstances. The purpose of this plan is to promote the interests of the Company and its shareholders by providing officers, directors and key employees with additional incentives and the opportunity, through stock ownership, to better align their interests with the Company’s and enhance their personal interest in its continued success. After amendment on July 28, 2011 the maximum number of shares that may be delivered pursuant to awards granted under the LTIP is 2,000,000 plus: (i) any shares that have been authorized but not issued pursuant to previously established plans of the Company as of June 30, 2009, up to a maximum of an additional 500,000 shares; (ii) any shares subject to any outstanding options or restricted stock grants under any plan of the Company that were outstanding as of June 30, 2009 and that subsequently expire unexercised, or are otherwise forfeited, up to a maximum of an additional 3,844,576 shares. The maximum number of incentive stock options that may be granted under the LTIP is 1,500,000. No participant may receive awards under the LTIP in any calendar year for more than 1,000,000 shares equivalents. As of August 31, 2011, awards amounting to 1,286,091 share equivalents are available for grant under the LTIP.

15

STANDARD MICROSYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Employee and Director Stock Option Plans

Under the Company’s various plans, the Compensation Committee of the Board of Directors had been authorized to grant options to purchase shares of common stock. Stock options under inducement plans were offered only to new employees, and all options were granted at prices not less than the fair market value on the date of grant. The grant date fair values of stock options are recorded as compensation expense ratably over the vesting period of each award, as adjusted for forfeitures of unvested awards. Stock options generally vest over four or five-year periods, and expire no later than ten years from the date of grant. Following shareholder approval of the LTIP, the Company ceased issuing awards under previously established stock option plans.

Stock option plan activity is summarized below (in thousands, except per share data):

	Shares			Weighted Average Exercise Price per Share		Weighted Average Contractual Term (in yrs.)		Aggregate Intrinsic Value
Options outstanding, March 1, 2011		3,075		$	22.75
Granted		222		$	24.96
Exercised		(116	)	$	18.08
Canceled, forfeited or expired		(147	)	$	29.91
Options outstanding, August 31, 2011		3,034		$	22.74		5.7	$	4,568
Options exercisable, August 31, 2011		1,980		$	22.50		4.4	$	3,443

The following table summarizes information relating to outstanding and exercisable options as of August 31, 2011 (shares in thousands):

Range of Exercise Prices		Weighted Average Remaining Lives		Options Outstanding		Weighted Average Exercise Prices		Options Exercisable		Weighted Average Exercise Prices
$	10.56 - $17.62		4.7		792	$	16.37		628	$	16.46
$	18.29 - $22.35		5.1		876	$	20.44		613	$	20.55
$	22.40 - $27.76		7.9		779	$	25.29		271	$	25.68
$	27.90 - $36.13		5.1		587	$	31.36		468	$	31.33
			5.7		3,034	$	22.74		1,980	$	22.50

The following table summarizes information relating to currently outstanding and exercisable options:

	As of August 31,
	2011		2010
Total remaining unrecognized compensation cost (in thousands)	$	7,969	$	11,790
Weighted average period over which cost is expected to be recognized (in years)		1.5		1.7

16

STANDARD MICROSYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The fair value of stock options granted in connection with the Company’s stock incentive plans have been estimated utilizing the following assumptions:

	Three Months Ended August 31,						Six Months Ended August 31,
	2011			2010			2011			2010
Dividend yield		-			-			-			-
Expected volatility		43	%		46	%		43 - 44	%		46-47	%
Risk-free interest rates		1.6 - 1.8	%		1.8-2.0	%		1.6 - 2.1	%		1.8-2.6	%
Expected lives (in years)		5.0			5.0			5.0			5.0

Restricted Stock Awards/Restricted Stock Units

The Company provides common stock awards to certain officers and key employees. The Company previously granted restricted stock awards, at its discretion, and as part of the Company’s management incentive plan, from the shares available under its 2001 and 2003 Stock Option and Restricted Stock Plans and its 2005 Inducement Stock Option and Restricted Stock Plan. The shares awarded were typically earned in 25%, 25% and 50% increments on the first, second and third anniversaries of the award, respectively, and are distributed provided the employee has remained employed by the Company through such anniversary dates; otherwise the unvested shares are forfeited. The grant date fair value of these shares at the date of award is recorded as compensation expense ratably on a straight-line basis over the related vesting periods, as adjusted for estimated forfeitures of unvested awards. Restricted stock shares are no longer being granted from previously established restricted stock award plans. Instead, restricted stock units are currently being granted from the LTIP. Restricted stock units are typically earned in 33% increments on the first, second and third anniversaries of the award, respectively, and are distributed provided the employee remains employed by the Company through such anniversary dates; otherwise the unvested shares are forfeited. The grant date fair value of these shares at the date of award is recorded as compensation expense ratably on a straight-line basis over the related vesting periods, as adjusted for estimated forfeitures of unvested awards.

Restricted stock activity is set forth below (shares in thousands):

	Shares			Weighted Average Grant-Date Fair Value
Restricted stock shares/units outstanding, March 1, 2011		424		$	23.79
Granted		262		$	24.60
Canceled or expired		(41	)	$	26.84
Vested		(78	)	$	25.60
Restricted stock shares/units outstanding, August 31, 2011		567		$	23.70

The following table summarizes information relating to RSAs and RSUs activity:

	As of August 31,
	2011		2010
Total unrecognized compensation cost (in thousands)	$	11,115	$	5,301
Weighted average period over which cost is expected to be recognized (in years)		1.6		1.7

Stock Appreciation Rights Plans

In September 2004 and September 2006, the Company’s Board of Directors approved Stock Appreciation Rights (“SAR”) Plans (the “Plans”), the purpose of which are to attract, retain, reward and motivate employees and consultants to promote the Company’s best interests and to share in its future success. The Plans authorize the Board’s Compensation Committee to grant up to six million SAR awards to eligible officers, employees and consultants (after amendment to the 2006 SARs Plan, effective April 30, 2008). Each award, when granted, provides the participant with the right to receive payment in cash, upon exercise, for the appreciation in market value of a share of SMSC common stock over the award’s exercise price. On July 11, 2006, the Company’s Board of Directors approved the 2006 Director Stock Appreciation Rights Plan. The Company can grant up to 200,000 Director SARs under this plan. On April 9, 2008, the Board of Directors authorized an increase in the number of SARs issuable pursuant to this plan from 200,000 to 400,000. The exercise price of a SAR is equal to the closing market price of SMSC stock on the date of grant. SAR awards generally vest over four or five-year periods, and expire no later than ten years from the date of grant. The Company has currently ceased issuing SARs to employees and Directors and is using the LTIP instead.

The Company recognizes compensation expense or benefit for SARs using a graded vesting methodology, adjusting for changes in fair value from period to period. Compensation expense also includes adjustments for any exercises of SARs to record any differences between total cash paid at settlement and previously recognized compensation expenses. Prior to the adoption of guidance now codified as ASC Topic 718, “Compensation — Stock Compensation” (“ASC 718”), the Company recognized compensation expense for SARs based on the excess of the award’s market value over its exercise price over the term of the award.

17

STANDARD MICROSYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The total unrecognized compensation cost related to SMSC’s stock appreciation rights plan is $5.8 million as of August 31, 2011. The weighted average period over which the cost is expected to be recognized is 2.8 years.

Activity under the Plans is summarized below (in thousands, except per share data):

	Shares			Weighted Average Exercise Price per Share		Weighted Average Contractual Term (in yrs.)		Aggregate Intrinsic Value
Stock appreciation rights outstanding, March 1, 2011		4,249		$	24.96
Granted		-		$	-
Exercised		(134	)	$	17.21
Canceled or expired		(139	)	$	26.55
Stock appreciation rights outstanding, August 31, 2011		3,976		$	25.16		6.0	$	6,235
Stock appreciation rights exercisable, August31, 2011		2,853		$	26.18		5.6	$	3,793

Activity under the Stock Appreciation Rights Plan is summarized below:

	As of August 31,
	2011		2010
Total unrecognized compensation cost (in thousands)	$	5,802	$	9,924
Weighted average period over which cost is expected to be recognized (in years)		2.8		3.5

The fair value of SARs granted in connection with the Plans has been estimated utilizing the following assumptions:

	Three Months Ended August 31,						Six Months Ended August 31,
	2011			2010			2011			2010
Dividend yield		-			-			-			-
Expected volatility		38 - 46	%		37-51	%		28 – 46	%		37-53	%
Risk-free interest rates		0.18 - .85	%		0.04-1.87	%		0.01 –1.69	%		0.04-2.76	%
Expected lives (in years)		1.5 - 4.5			0.02-5.37			0.5 – 4.7			0.02-5.62

Employee Stock Purchase Plan

The Company’s 2010 Employee Stock Purchase Plan (the “Purchase Plan”), effective November 1, 2010, provides for the issuance of up to 1,100,000 shares of common stock to eligible employees. The Purchase Plan provides for eligible employees to purchase whole shares of common stock at a price of 85% of the lesser of: (a) the fair market value of a share of common stock on the first date of the purchase period or (b) the fair market value of a share of common stock on the last date of the purchase period. Stock-based compensation expense for the Purchase Plan is recognized over the vesting period of six months on a straight-line basis. In the first quarter of fiscal 2012 the Company issued 54,933 shares and had 1,045,067 shares available for future grants and issuances under the Purchase Plan. The Company recognized expense of $0.1 million and $0.3 million in the three and six months ended August 31, 2011, respectively.

Stock-Based Compensation (Benefit) Expense

The following table summarizes the compensation (benefit) expense for stock options, restricted stock awards and stock appreciation rights at fair value as measured per the provisions of ASC Topic 718, “ Compensation — Stock Compensation ” (“ASC 718”) included in our condensed consolidated statements of operations (in thousands) :

	Three Months Ended August 31,						Six Months Ended August 31,
	2011			2010			2011			2010
Costs of goods sold	$	(1,005	)	$	(451	)	$	(681	)	$	381
Research and development		(2,743	)		(1,498	)		(1,688	)		780
Selling, general and administrative		(5,503	)		(3,264	)		(3,466	)		1,539
Stock-based compensation (benefit) expense, before income taxes	$	(9,251	)	$	(5,213	)	$	(5,835	)	$	2,700

18

STANDARD MICROSYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Retirement Plans

The Company maintains an unfunded Supplemental Executive Retirement Plan to provide certain members of senior management with retirement, disability and death benefits. The Company’s subsidiary, SMSC Japan, also maintains an unfunded retirement plan, which provides its employees and directors with separation benefits, consistent with customary practices in Japan. Benefits under these defined benefit plans are based upon various service and compensation factors.

The following table sets forth the components of the consolidated net periodic pension expense (in thousands):

	Three Months Ended August 31,				Six Months Ended August 31,
	2011		2010		2011		2010
Service cost – benefits earned during the period	$	53	$	88	$	132	$	171
Interest cost on projected benefit obligations		91		96		182		192
Net periodic pension expense	$	144	$	184	$	314	$	363

The following table sets forth the amounts (gross, before tax) recognized in accumulated other comprehensive income (in thousands):

	As of August 31, 2011		As of February 28, 2011
Transition obligation	$	1	$	1
Net actuarial income		659		659
Total amount recognized in accumulated other comprehensive income	$	660	$	660

Annual benefit payments under these plans are expected to be approximately $0.7 million in fiscal 2012, to be funded as general corporate obligations with available cash and cash equivalents. Payments to date on these plans for the six months ended August 31, 2011 were $0.4 million. Additionally, the Company is the beneficiary of life insurance policies that have been purchased as a method of partially financing longer-term benefits payable under the Supplemental Executive Retirement Plan. In November 2009, the Compensation Committee of SMSC’s Board of Directors froze benefits under the Supplemental Executive Retirement Plan for existing participants, and there will be no further eligibility for participation in this plan. The effect of this action is expected to be immaterial to SMSC’s future results of operations.

15. Commitments and Contingencies

Contingent Consideration — BridgeCo Acquisition

The Company recorded a liability for contingent consideration as part of the purchase price for the acquisition of BridgeCo. The maximum amount of contingent consideration that can be earned by the sellers is $27.5 million as set forth in the purchase agreement. The fair value of the contingent consideration at acquisition was $8.8 million. This liability was revalued to $8.4 million as of August 31, 2011 based on the likelihood of achieving the performance goals.

The fair value of the contingent consideration arrangement was estimated by applying the income approach. That measure is based on significant inputs that are unobservable in the market, and are therefore Level 3 inputs. Key assumptions include a discount rate of 19% and a probability-adjusted level of annual revenues. The Company performs a quarterly revaluation of contingent consideration and records the change as a component of operating income.

19

STANDARD MICROSYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Contingent Consideration — Symwave Acquisition

The Company recorded a liability for contingent consideration as part of the purchase price for the acquisition of Symwave on November 12, 2010 at the estimated fair value of $3.1 million. The contingent consideration arrangement requires the Company to pay the former owners of Symwave an earnout amount equal to one times revenue (less certain agreed upon adjustments), depending on the achievement of certain revenue and gross profit margin performance goals, for each of the four quarterly periods from January 1, 2011 until December 31, 2011. No earnout payments shall be payable for any period after December 31, 2011. No liability was recorded as of February 28, 2011 and August 31, 2011 based on the likelihood of achieving the performance goals.

Contingent Consideration — STS Acquisition

The Company recorded a liability for contingent consideration as part of the purchase price for the acquisition of STS. The contingent consideration arrangement requires the Company to pay the former owners of STS an earnout amount of $3.0 million for the period from January 1, 2011 until December 31, 2011 provided that revenue meets performance goals set forth in the purchase agreement. No earnout payments shall be payable for any period after December 31, 2011. No liability was recorded as of February 28, 2011 and August 31, 2011 based on the likelihood of achieving the performance goals.

Contingent Consideration — Kleer Acquisition

The Company recorded a liability for contingent consideration as part of the purchase price for the acquisition of Kleer. The maximum amount of contingent consideration that can be earned by the sellers was $2.0 million as set forth in the purchase agreement. No liability was recorded as of February 28, 2011 and August 31, 2011 based on the likelihood of achieving the performance goals.

Contingent Consideration — K2L Acquisition

The Company recorded a liability for contingent consideration as part of the purchase price for the acquisition of K2L GmbH (“K2L”). The maximum amount of contingent consideration that can be earned by the sellers is 2.1 million Euros. Fifty percent of the contingent consideration was earned in calendar year 2010 and fifty percent is available to be earned in calendar year 2011 based on the level of achievement of revenue as set forth in the purchase agreement. On March 31, 2011, 1.1 million Euros in stock and cash was paid to the former owners of K2L for meeting calendar year 2010 performance targets. This liability was revalued from $2.8 million as of February 28, 2011to $1.4 million as of August 31, 2011 as a result of the payout of the 2010 earnout and the likelihood of achieving the 2011 performance goals.

The fair value of the contingent consideration arrangement was estimated by applying the income approach. That measure is based on significant inputs that are unobservable in the market, and are therefore Level 3 inputs. Key assumptions include a discount rate of 16% and a probability-adjusted level of annual revenues. The Company performs a quarterly revaluation of contingent consideration and records the change as a component of operating income.

Litigation

From time to time as a normal incidence of doing business, various claims and litigation may be asserted or commenced against the Company. Due to uncertainties inherent in litigation and other claims, the Company can give no assurance that it will prevail in any such matters, which could subject the Company to significant liability for damages and/or invalidate its proprietary rights. Any lawsuits, regardless of their success, would likely be time-consuming and expensive to resolve and would divert management’s time and attention, and an adverse outcome of any significant matter could have a material adverse effect on the Company’s consolidated results of operations or cash flows in the quarter or annual period in which one or more of these matters are resolved.

20

STANDARD MICROSYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

16. Supplemental Cash Flow Disclosures

The information below summarizes the Company’s supplemental cash flow disclosures (in thousands):

	Six months ended August 31,
	2011		2010
Design tools acquired under supplier financing	$	2,684	$	4,018
Cash payments made - federal, state, and foreign income taxes	$	1,750	$	6,624

17. Subsequent Event – Treasury Share Repurchase

The Company repurchased 303,576 treasury shares at a cost of $6.2 million subsequent to August 31, 2011. These shares will be included in treasury shares in the shareholders’ equity section of the balance sheet in the next interim reporting period ending November 30, 2011.

21

Item 2. — Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and accompanying notes included in Part I Item 1. — Financial Statements, of this Quarterly Report on Form 10-Q (“Quarterly Report” or “10-Q”) of Standard Microsystems Corporation (the “Company” or “SMSC”).

Forward-Looking Statements

Portions of this Quarterly Report may contain forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on management’s beliefs and assumptions, current expectations, estimates and projections. Such statements, including statements relating to the Company’s expectations for future financial performance, are not considered historical facts and are considered forward-looking statements under federal securities laws. Words such as “believe,” “expect,” “anticipate” and similar expressions identify forward-looking statements. Risks and uncertainties may cause the Company’s actual future results to be materially different from those discussed in forward-looking statements. The Company’s risks and uncertainties include (but are not limited to): the timely development and market acceptance of new products; the impact of competitive products and pricing; the Company’s ability to procure capacity from suppliers and the timely performance of their obligations; commodity prices; potential investment losses as a result of liquidity conditions; the effects of changing economic and political conditions in the market domestically and internationally and on its customers; relationships with and dependence on customers and growth rates in the personal computer, consumer electronics and embedded and automotive markets and within the Company’s sales channel; changes in customer order patterns, including order cancellations or reduced bookings; the effects of tariff, import and currency regulation; potential or actual litigation; and excess or obsolete inventory and variations in inventory valuation, among others. In addition, SMSC competes in the semiconductor industry, which has historically been characterized by intense competition, rapid technological change, cyclical market patterns, price erosion and periods of mismatched supply and demand.

The Company’s forward looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations and may not reflect the potential impact of any future acquisitions, mergers, equity investments or divestitures. All forward-looking statements speak only as of the date hereof and are based upon the information available to SMSC at this time. Such statements are subject to change, and the Company does not undertake to update such statements, except to the extent required under applicable law and regulation. These and other risks and uncertainties, including potential liability resulting from pending or future litigation, are detailed from time to time in the Company’s periodic and current reports as filed with the United States Securities and Exchange Commission (the “SEC”). Readers are advised to review the Company’s most recent Annual Report on Form 10-K and quarterly reports on Form 10-Q as filed subsequently with the SEC, particularly those sections entitled “ Risk Factors ,” for a more complete discussion of these and other risks and uncertainties. Other cautionary statements concerning risks and uncertainties may also appear elsewhere in this Quarterly Report.

Description of Business

SMSC designs and sells a wide range of silicon-based integrated circuits that utilize analog and mixed-signal technologies. The Company’s integrated circuits and systems provide a wide variety of connectivity products that are incorporated by its globally diverse customers into numerous end products in the Consumer Electronics, Personal Computing (“PC”), Automotive and Industrial markets. These products generally provide connectivity, networking, or input/output control solutions including hardware, software, and firmware, for a variety of high-speed communication, computer and related peripheral, consumer electronics, industrial control systems or automotive information applications. The market for these solutions is increasingly diverse, and the Company’s technologies are increasingly used in various combinations and in alternative applications. SMSC has operations in the United States, Canada, Germany, Bulgaria, Sweden, India, Japan, China, Korea, Singapore and Taiwan. Major engineering design centers are located in North America, Asia and Europe.

22

Critical Accounting Policies & Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and SEC rules and regulations requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of sales and revenues and expenses during the reporting period.

Information regarding SMSC’s critical accounting policies and estimates appear within the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2011, as filed with the SEC on April 19, 2011. During the six-month period ended August 31, 2011, there were no significant changes to any critical accounting policies or to the related estimates and judgments involved in applying those policies.

SMSC believes critical accounting policies and estimates are important to the portrayal of the Company’s financial condition, results of operations and cash flows, and require critical management judgments and estimates about matters that are inherently uncertain. Although management believes that its judgments and estimates are appropriate and reasonable, actual future results may differ from these estimates, and to the extent that such differences are material, future reported operating results may be affected.

Recent Accounting Standards

 In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2011 - 05, “Presentation of Comprehensive Income” (“ASU 2011 - 05”), which provides guidance regarding the presentation of comprehensive income. The new standard requires the presentation of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The new standard also requires presentation of adjustments for items that are reclassified from other comprehensive income to net income in the statement where the components of net income and the components of other comprehensive income are presented. The updated guidance is effective on a retrospective basis for SMSC beginning in the first quarter of fiscal year 2013. The adoption of this guidance will not have a material impact on our consolidated financial statements.

 In May 2011, the FASB issued Accounting Standards Update 2011 - 04, “Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRS” (“ASU 2011 - 04”), which provides additional guidance on fair value measurements that clarifies the application of existing guidance and disclosure requirements, changes certain fair value measurement principles and requires additional disclosures about fair value measurements. The updated guidance is effective on a prospective basis for SMSC beginning in the first quarter of fiscal year 2013. The adoption of this guidance will not have a material impact on our consolidated financial statements.

In December 2010, the FASB issued Accounting Standards Update 2010 - 29, “Disclosure of Supplementary Pro Forma Information for Business Combinations” (“ASU 2010 - 29”), which specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in this update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The new disclosures required by ASU 2010 – 29 were adopted by SMSC beginning in the first quarter of fiscal 2012. The adoption of ASU 2010 - 29 did not have a material effect on our consolidated financial statements.

23

Results of Operations

Overview

Sales and revenues, gross profit, income from operations, and net income were as follows (in thousands):

	For the Three Months Ended August 31,
	2011			2010			Inc./Dec. $			Inc./Dec. %
Sales and revenues	$	112,581		$	104,084		$	8,497			8.2	%
Gross profit	$	60,344		$	58,658		$	1,686			2.9	%
Gross profit as percentage of sales and revenues		53.6	%		56.4	%
Operating income	$	21,520		$	22,346		$	(826	)		-3.7	%
Operating income as percentage of sales and revenues		19.1	%		21.5	%
Net income	$	11,891		$	12,902		$	(1,011	)		-7.8	%

	For the Six Months Ended August 31,
	2011			2010			Inc./Dec. $		Inc./Dec. %
Sales and revenues	$	216,076		$	201,243		$	14,833		7.4	%
Gross profit	$	116,129		$	110,453		$	5,676		5.1	%
Gross profit as percentage of sales and revenues		53.7	%		54.9	%
Operating income	$	29,189		$	24,147		$	5,042		20.9	%
Operating income as percentage of sales and revenues		13.5	%		12.0	%
Net income	$	18,069		$	13,529		$	4,540		33.6	%

Sales and revenues for the three and six-month periods ended August 31, 2011 increased primarily due to incremental sales from the acquisitions of BridgeCo. Inc. (“BridgeCo”) and Symwave. Improved Automotive sales also contributed to the rise in sales and revenues.

The following table summarizes the stock-based compensation (benefit) expense for stock options, restricted stock awards, restricted stock units, employee stock purchase plan shares and stock appreciation rights included in results of operations (in thousands):

	Three Months Ended August 31,						Six Months Ended August 31,
	2011			2010			2011			2010
Costs of goods sold	$	(1,005	)	$	(451	)	$	(681	)	$	381
Research and development		(2,743	)		(1,498	)		(1,688	)		780
Selling, general and administrative		(5,503	)		(3,264	)		(3,466	)		1,539
Stock-based compensation (benefit) expense, before income taxes	$	(9,251	)	$	(5,213	)	$	(5,835	)	$	2,700

The decrease in stock-based compensation is mainly driven by the Company’s Stock Appreciation Rights (“SARs”) due to the relative decrease in the Company’s common stock market price during the three and six-month periods ended August 31, 2011 as compared to the same prior year periods. SARs accounted for an $11.8 million credit to stock-based compensation in the three months ended August 31, 2011.

Gross profit increased in the three and six-month periods ended August 31, 2011 mainly due to sales and revenues attributable to the aforementioned acquisitions and credits to stock-based compensation as discussed previously. Gross profit as a percentage of sales and revenues decreased mainly due to lower margins attributable to BridgeCo and Symwave sales, increased amortization expense from acquired intangibles, increased gold adder charges, lower absorption and an inventory impairment related to Symwave in the three months ended May 31, 2011.

The year over year decrease in income from operations and net income for the three months ended August 31, 2011 is primarily attributable to increased research and development expenses partially offset by increased gross profit and credit from stock-based compensation. The year over year increase in income from operations and net income in the six months ended August 31, 2011 is mainly due to increased gross profit and the credit from stock-based compensation. The dilutive effect of lower margin BridgeCo sales had less impact on a year to date basis since BridgeCo was acquired in May 2011.

24

Sales and Revenues

Sales and revenues by end market were as follows (in thousands):

	For the Three Months Ended August 31
	2011		2010		Inc./Dec. $			Inc./Dec. %
PCs	$	36,667	$	37,854	$	(1,187	)		-3.1	%
Consumer electronics		35,906		28,445		7,461			26.2	%
Industrial & other		17,943		19,587		(1,644	)		-8.4	%
Automotive		22,065		18,198		3,867			21.2	%
Total	$	112,581	$	104,084	$	8,497			8.2	%

	For the Six Months Ended August 31
	2011		2010		Inc./Dec. $			Inc./Dec. %
PCs	$	73,835	$	74,320	$	(485	)		-0.7	%
Consumer electronics		63,964		52,590		11,374			21.6	%
Industrial & other		36,901		37,452		(551	)		-1.5	%
Automotive		41,376		36,881		4,495			12.2	%
Total	$	216,076	$	201,243	$	14,833			7.4	%

Sales and revenues by reporting unit were as follows (in thousands):

	For the Three Months Ended August 31
	2011		2010		Inc./Dec. $			Inc./Dec. %
Analog / Mixed Signal	$	78,707	$	83,597	$	(4,890	)		-5.8	%
Automotive		21,592		17,731		3,861			21.8	%
Wireless Audio		12,282		2,756		9,526			345.6	%
Total	$	112,581	$	104,084	$	8,497			8.2	%

	For the Six Months Ended August 31
	2011		2010		Inc./Dec. $			Inc./Dec. %
Analog / Mixed Signal	$	158,474	$	161,247	$	(2,773	)		-1.7	%
Automotive		40,460		36,002		4,458			12.4	%
Wireless Audio		17,142		3,993		13,149			329.3	%
Total	$	216,076	$	201,242	$	14,834			7.4	%

PCs and industrial end markets continue to be impacted by negative global macroeconomic conditions resulting in reduced sales in the Analog/Mixed Signal reporting unit. Consumer electronics benefitted from the acquisitions of BridgeCo and Symwave, which contributed $9.4 million to the year over year improvement in the three months ended August 31, 2011 and $11.6 million in the six months ended August 31, 2011. Automotive sales and revenues increased due to strong demand from automotive based customers.

25

Gross profit, operating expenses and income from operations were as follows (in thousands):

	For the Three Months Ended August 31,
	2011			2010			Inc./Dec. $			Inc./Dec. %
Gross profit on sales and revenues	$	60,344		$	58,658		$	1,686			2.9	%
Gross profit as percentage of sales and revenues		53.6	%		56.4	%
Operating expenses:
Research and development	$	22,632		$	19,763		$	2,869			14.5	%
Selling, general and administrative		16,234			16,045			189			1.2	%
Restructuring charges		356			47			309			N/M	*
Revaluation of contingent considerations		(398	)		457			(855	)		N/M	*
Income from operations	$	21,520		$	22,346		$	(826	)		-3.7	%

*N/M – Not meaningful

	For the Six Months Ended August 31,
	2011			2010			Inc./Dec. $			Inc./Dec. %
Gross profit on sales and revenues	$	116,129		$	110,453		$	5,676			5.1	%
Gross profit as percentage of sales and revenues		53.7	%		54.9	%
Operating expenses:
Research and development	$	47,159		$	43,582		$	3,577			8.2	%
Selling, general and administrative		39,463			41,399			(1,936	)		-4.7	%
Restructuring charges		699			868			(169	)		N/M	*
Revaluation of contingent considerations		(381	)		457			(838	)		N/M	*
Income from operations	$	29,189		$	24,147		$	5,042			20.9	%

*N/M – Not meaningful

Gross Profit

The increase in gross profit in the three and six-month periods ended August 31, 2011 was primarily due to sales and revenue increases and increased credit from stock-based compensation, as discussed previously. Increases were partially offset by increased amortization of $0.5 million and $1.0 million from acquired intangibles in the three month and six month periods ended August 31, 2011, respectively, increased gold adder charges, lower absorption and Symwave inventory impairments of $0.6 million recorded in the three months ended May 31, 2011. The decrease in gross profit as a percentage of sales and revenue is attributable to the acquisitions of BridgeCo, STS and Symwave, all of which had lower than average gross margins. We expect these margins to be more in line with overall gross profit margins in 18-24 months as we leverage supply chain and operating efficiencies.

Research and Development Expenses (“R&D”)

The increase in R&D expenses was primarily due to increases in engineering compensation costs and depreciation associated with the acquisition of  BridgeCo, partially offset by decreases in stock-based compensation expenses, as previously mentioned.

The Company intends to continue its efforts to develop innovative new products and technologies, and believes that an ongoing commitment to R&D is essential in order to maintain product leadership and compete effectively. Therefore, the Company expects to continue to make significant R&D investments in the future including acquisitions. The recent acquisitions of STS and BridgeCo have added additional engineering talent and capabilities.

Selling, General and Administrative Expenses (“SG&A”)

SG&A expenses were relatively flat in the three months ended August 31, 2011 compared to the same prior year period due to incremental SG&A from the BridgeCo acquisition, nearly offset by increased stock-based compensation credits, as previously mentioned. The decrease in year to date SG&A expenses was primarily the result of a decrease in stock-based compensation charges, as mentioned previously. The impact of incremental SG&A expenses associated with the acquisition of BridgeCo had less of an impact on a year to date basis since BridgeCo was acquired in May 2011.

26

Restructuring Charges

Restructuring charges were as follows (in thousands):

	For the Three Months Ended August 31,				For the Six Months Ended August 31,
	2011		2010		2011		2010
Employee Severance and Benefits Charges	$	356	$	47	$	626	$	868
Asset Impairment Charges		-		-		73		-
	$	356	$	47	$	699	$	868

During the second quarter of fiscal 2012 the Company reorganized certain engineering groups resulting in severance charges of $0.4 million. Costs incurred as result of this action will result in cash payments to be completed in the third quarter of fiscal 2012.

During the fourth quarter of fiscal 2011 the Company initiated a plan to reduce costs and investments in certain businesses. As a result, approximately 80 positions worldwide, including approximately 50 positions at its subsidiary in Shenzhen China, were eliminated as part of the plan to substantially reduce investment in storage solutions acquired as part of the Symwave acquisition. The positions eliminated consist of certain administrative positions, certain positions in its subsidiary in Canada as part of its plan to converge the wireless audio products roadmap from the Kleer and STS acquisitions and certain engineering positions. An additional $0.3 million in charges were incurred in the first quarter of fiscal 2012 for additional severance and termination benefits and asset impairment charges relating to this restructuring plan.

Restructuring charges incurred in the three and six month periods ended August 31, 2010 were primarily related to a restructuring plan initiated in the fourth quarter of fiscal 2010 in connection with the integration and reorganization of engineering and corporate overhead resources, primarily for severance obligations and termination benefits for certain employees.

Revaluation of Contingent Acquisition Liabilities

The Company recorded liabilities for contingent consideration as part of the purchase price for the acquisitions of BridgeCo, Symwave, STS, Kleer and K2L. The payment of contingent consideration is based upon the achievement of certain financial results over specified time periods post-acquisition. The Company performs a quarterly revaluation of contingent consideration and records any changes in estimated payments and accretion expense as a component of operating income. A $0.4 million gain was recorded in the three and six-month periods ending August 31, 2011 due to reduced forecasted financial results related to BridgeCo. A $0.5 million expense was recorded in the three months ending August 31, 2010 due to an increase in estimated future operating results of K2L. Due to reductions in estimated future operating results of Symwave, Kleer and STS at the end of fiscal 2011, the Company expects to make no contingent consideration payments related to these acquisitions.

Interest and Other (Expense) Income, Net

Interest and other income (expense) were as follows (in thousands):

	For the Three Months Ended August 31,						For the Six Months Ended August 31,
	2011			2010			2011			2010
Interest income	$	69		$	174		$	187		$	318
Interest expense		(39	)		(66	)		(76	)		(95	)
Other (expense) income , net		(99	)		(181	)		43			(336	)
	$	(69	)	$	(73	)	$	154		$	(113	)

Interest income decreased primarily due to reduced investment in auction rate securities, as the Company continues to liquidate its positions as opportunities arise. Funds from liquidated auction rate securities investments as well as funds generated through operating activities are currently being invested in high grade money market accounts, at lower average rates of return.

Other (expenses) income, net, primarily consists of realized and unrealized foreign exchange gains and losses on net U.S. dollar monetary assets held by the Company’s foreign affiliates.

27

Provision for Income Taxes

The Company’s effective income tax rate reflects statutory federal, state and foreign tax rates, the impact of certain permanent differences between the book and tax treatment of certain expenses, and the impact of tax-exempt income and various income tax credits.

The provisions for income taxes for the three and six month periods ended August 31, 2011 was $9.6 million (an effective income tax rate of 44.6%) and $11.3 million (an effective tax rate of 38.4%), respectively. The income tax provision for the six month period ended August 31, 2011 includes a net deferred tax benefit of $1.4 million related to a change in the effective state tax rate, $0.7 million of qualified research and development credits, and $0.2 million of accrued interest and penalties related to uncertain tax positions. The income tax provision excludes the impact of certain losses in various jurisdictions that could not be benefitted.

The provisions for income taxes for the three and six month periods ended August 31, 2010 was $9.4 million (an effective income tax rate of 42.1%) and $10.5 million (an effective tax rate of 43.7% ) , respectively. The tax provision for the six month period ended August 31, 2010 includes the impact of $0.1 million of accrued interest and penalties related to uncertain tax positions. The provision excludes the impact of certain losses in various jurisdictions that could not be benefitted. In addition, the 2010 research and development tax credit expired on December 31, 2009 therefore no tax credit was included in the income tax provisions for the three or six month periods ended August 31, 2010.

The difference between the effective tax rates of 38.4% for the six months ended August 31, 2011 compared to 43.7% for the six months ended August 31, 2010 is primarily attributable to a deferred tax benefit related to a change in the effective state tax rate and a credit for research and development were recorded for the six months ended August 31, 2011 which was not available in the six months ended August 31, 2010.

Business Outlook

Our future results of operations and other matters comprising the subject of forward-looking statements contained in this Form 10-Q, included within this MD&A, involve a number of risks and uncertainties — in particular, current economic uncertainty, including tight credit markets, as well as future economic conditions, our goals and strategies, new product introductions, plans to cultivate new businesses, divestitures or investments, revenue, pricing, gross margin and costs, capital spending, depreciation, R&D expense levels, selling, general and administrative expense levels, potential impairment of investments, our effective tax rate, pending legal proceedings, ability to realize the benefits of recent acquisitions, and other operating parameters. In addition to the various important factors discussed above, a number of other important factors could cause actual results to differ materially from our expectations. See the risks described in Part II — Item 1.A. — Risk Factors.

Business conditions are currently uncertain given the soft worldwide macroeconomic environment. The Company presently expects growth in its wireless audio and automotive products, while prospects for its personal computing and industrial products are flat to negative.

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Liquidity & Capital Resources

The Company currently finances its operations through a combination of existing working capital resources and cash generated by operations. The Company had no bank debt during fiscal 2012 or 2011. The Company may consider utilizing cash to acquire or invest in complementary businesses or products or to obtain the right to use complementary technologies. From time to time, in the ordinary course of business, the Company may evaluate potential acquisitions of or investments in such businesses, products or technologies owned by third parties.

The Company expects that its cash, cash equivalents and cash flows from operations will be sufficient to finance the Company’s operating and capital requirements through the next twelve months.

Cash Flow

	Six Months Ended August 31,
	2011			2010
	(in thousands)
Cash flows from operating activities:
Net income	$	18,069		$	13,529
Adjustments to reconcile net income to net cash provided by operating activities, net:		28,124			21,961
Changes in operating assets and liabilities, net of effects of business acquisitions:		(17,406	)		(10,967	)
Net cash provided by operating activities		28,787			24,523
Cash flows from investing activities:
Net cash (used for) provided by investing activities		(45,404	)		10,899
Cash flows from financing activities:
Net cash (used for) provided by financing activities		(10,385	)		1,846
Effect of foreign exchange rate changes on cash and cash equivalents		1,032			(563	)
Net (decrease) increase in cash and cash equivalents	$	(25,970	)	$	36,705

The increase in operating cash flows is commensurate with the increase in sales and revenues and net income, partially offset by other increases and decreases in various operating assets and liabilities, primarily increases in taxes receivable and decreases in accrued liabilities in the current year versus increases in accounts receivable in the prior year.

Cash used for investing activities in the six-month period ended August 31, 2011 consisted primarily of the $41.0 million used for the acquisition of BridgeCo (including extinguishment of debt, net of cash acquired), as well as $5.7 million used for capital expenditures, mainly for design tools. Cash provided by investing activities in the same prior year period included the sale of $30.5 million in commercial paper classified as short-term investments and $10.5 million in net auction rate securities redemptions, partially offset by $22.0 million used for the acquisition of STS and $6.5 million in capital expenditures, mainly for design tools.

Net cash used in financing activities in the six-month period ended August 31, 2011 consisted primarily of $10.5 million used for share repurchases. Net cash generated by financing activities in the same prior year period consisted primarily of proceeds from the issuance of shares in connection with stock option exercises, partially offset by repayments of notes payable in connection with the acquisition of supplier financed design tools.

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Working Capital

The Company’s current assets and liabilities and net working capital were as follows (in thousands):

	August 31, 2011		February 28, 2011		Inc./Dec. $			Inc./Dec. %
Current assets:
Cash and cash equivalents	$	144,417	$	170,387	$	(25,970	)		-15.2	%
Accounts receivable, net		63,819		64,714		(895	)		-1.4	%
Inventories		49,872		47,232		2,640			5.6	%
Deferred income taxes, net		15,062		31,156		(16,094	)		-51.7	%
Other current assets		16,504		8,047		8,457			105.1	%
Total current assets	$	289,674	$	321,536	$	(31,862	)		-9.9	%
Current liabilities:
Accounts payable	$	27,227	$	27,171	$	56			0.2	%
Deferred income from distribution		18,868		16,167		2,701			16.7	%
Accrued expenses, income taxes and other liabilities		59,538		72,459		(12,921	)		-17.8	%
Total current liabilities	$	105,633	$	115,797	$	(10,164	)		-8.8	%
	$	184,041	$	205,739	$	(21,698	)		-10.5	%

The Company’s total cash and cash equivalents decreased primarily due to the $41.0 million (including extinguishment of debt, net of cash acquired) paid for the acquisition of BridgeCo, $10.5 million used for share repurchases and $5.7 million used for capital expenditures, partially offset by $28.8 million in cash generated from operations. Deferred income taxes, net and accrued liabilities decreased $12.3 million due to the decrease in the SARs liability as a result of the decrease in the Company’s common stock market price during six-month periods ended August 31, 2011.

As of August 31, 2011, the Company held approximately $69.3 million in financial instruments measured at fair value, including auction rate securities, money market funds and cash surrender value of life insurance policies. Auction rate securities are long-term variable rate bonds tied to short-term interest rates that were, until February 2008, reset through a “Dutch auction” process. As of August 31, 2011, 100% of the Company’s auction rate securities were “AAA” rated by one or more of the major credit rating agencies, mainly collateralized by student loans guaranteed by the U.S. Department of Education under the Federal Family Education Loan Program (“FFELP”), as well as auction rate preferred securities ($6.1 million at par) which are AAA rated and part of a closed end fund that must maintain an asset ratio of 2 to 1.

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Historically, the carrying value (par value) of the auction rate securities approximated fair market value due to the frequent resetting of variable interest rates. Beginning in February 2008, however, the auctions for auction rate securities began to fail and were largely unsuccessful. As a result, the interest rates on the investments reset to the maximum rate per the applicable investment offering statements. The types of auction rate securities generally held by the Company had historically traded at par and are callable at par at the option of the issuer.

The par (invested principal) value of the auction rate securities associated with these failed auctions will not be accessible to the Company until a successful auction occurs, a buyer is found outside of the auction process, the securities are called or the underlying securities have matured. In light of these liquidity constraints and the lack of market-based data, the Company performed a valuation analysis to determine the estimated fair value of these investments. The fair value of these investments is based on a trinomial discount model. This model considers the probability of three potential occurrences for each auction event through the maturity date of the security. The three potential outcomes for each auction are (i) successful auction/early redemption, (ii) failed auction and (iii) issuer default. Inputs in determining the probabilities of the potential outcomes include, but are not limited to, the security’s collateral, credit rating, insurance, issuer’s financial standing, contractual restrictions on disposition and the liquidity in the market. The fair value of each security is determined by summing the present value of the probability weighted future principal and interest payments determined by the model. The discount rate was determined using a proxy based upon the current market rates for successful auctions within the AAA rated auction rate securities market. The expected term was based on management’s estimate of future liquidity. The illiquidity discount was based on the levels of federal insurance or FFELP backing for each security as well as considering similar preferred stock securities ratings and asset backed ratio requirements for each security.

As a result, as of August 31, 2011, the Company recorded an estimated cumulative unrealized loss of $1.9 million (net of tax) related to the temporary impairment of the auction rate securities, which was included in accumulated other comprehensive income within shareholders’ equity. The Company deemed the loss to be temporary because the Company does not plan to sell any of the auction rate securities prior to maturity at an amount below the original purchase value and, at this time, does not deem it probable that it will receive less than 100% of the principal and accrued interest from the issuer. Further, the auction rate securities held by the Company are AAA rated. The Company continues to liquidate investments in auction rate securities as opportunities arise. In the three and six-month periods ended August 31, 2011, $1.1 million and $1.3 million, respectively, in auction rate securities were liquidated at par in connection with issuer calls.

Given its sufficient cash reserves and normally positive cash flow from operations, the Company does not believe it will be necessary to access these investments to support current working capital requirements. However, the Company may be required to record additional unrealized losses in accumulated other comprehensive income in future periods based on then current facts and circumstances. Further, if the credit rating of the security issuers deteriorates, or if active markets for such securities are not reestablished, the Company may be required to adjust the carrying value of these investments through impairment charges recorded in the condensed consolidated statements of operations, and any such impairment adjustments may be material.

Commitments and Contingencies

Contingent Consideration — BridgeCo Acquisition

The Company recorded a liability for contingent consideration as part of the purchase price for the acquisition of BridgeCo. The maximum amount of contingent consideration that can be earned by the sellers is $27.5 million as set forth in the purchase agreement. The fair value of the contingent consideration at acquisition was $8.8 million. This liability was revalued to $8.4 million as of August 31, 2011 based on the likelihood of achieving the performance goals.

The fair value of the contingent consideration arrangement was estimated by applying the income approach. That measure is based on significant inputs that are unobservable in the market, which is a Level 3 input. Key assumptions include a discount rate of 19% and a probability-adjusted level of annual revenues. The Company performs a quarterly revaluation of contingent consideration and records the change as a component of operating income.

Contingent Consideration — Symwave Acquisition

The Company recorded a liability for contingent consideration as part of the purchase price of Symwave at acquisition on November 12, 2010 at the estimated fair value of $3.1 million. The contingent consideration arrangement requires the Company to pay the former owners of Symwave an earnout amount equal to one times revenue (less certain agreed upon adjustments), depending on the achievement of certain revenue and gross profit margin performance goals, for each of the four quarterly periods from January 1, 2011 until December 31, 2011. No earnout payments shall be payable for any period after December 31, 2011.

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Due to reductions in estimated future operating results of Symwave at the end of fiscal 2011, the Company expects to make no contingent consideration payments related to this acquisition. No liability was recorded as of February 28, 2011 and August 31, 2011 based on the likelihood of achieving the performance goals.

Contingent Consideration — STS Acquisition

The Company recorded a liability for contingent consideration as part of the purchase price for the acquisition of STS. The contingent consideration arrangement requires the Company to pay the former owners of STS an earnout amount of $3.0 million for the period from January 1, 2011 until December 31, 2011 provided that revenue meets performance goals set forth in the purchase agreement. No earnout payments shall be payable for any period after December 31, 2011.

Due to reductions in estimated future operating results of STS at the end of fiscal 2011, the Company expects to make no contingent consideration payments related to this acquisition. No liability was recorded as of February 28, 2011 and August 31, 2011 based on the likelihood of achieving the performance goals.

Contingent Consideration — Kleer Acquisition

The Company recorded a liability for contingent consideration as part of the purchase price for the acquisition of Kleer. The maximum amount of contingent consideration that can be earned by the sellers was $2.0 million as set forth in the purchase agreement.

Due to reductions in estimated future operating results of Kleer at the end of fiscal 2011, the Company expects to make no contingent consideration payments related to this acquisition. No liability was recorded as of February 28, 2011 and August 31, 2011 based on the likelihood of achieving the performance goals.

Contingent Consideration — K2L Acquisition

The Company recorded a liability for contingent consideration as part of the purchase price for the acquisition of K2L. The maximum amount of contingent consideration that can be earned by the sellers is 2.1 million Euros. Fifty percent of the contingent consideration was earned in calendar year 2010 and fifty percent is available to be earned in 2011 based on the level of achievement of revenue as set forth in the purchase agreement. On March 31, 2011, 1.1 million Euros in stock and cash was paid to the former owners of K2L for calendar year 2010 performance targets. This liability was reduced from $2.8 million as of February 28, 2011to $1.4 million as of August 31, 2011 as a result of the payout of the 2010 earnout and the likelihood of achieving the 2011 performance goals.

The fair value of the contingent consideration arrangement was estimated by applying the income approach. That measure is based on significant inputs that are unobservable in the market, which is a Level 3 input. Key assumptions include a discount rate of 16% and a probability-adjusted level of annual revenues. The Company performs a quarterly revaluation of contingent consideration and records the change as a component of operating income.

Litigation

From time to time as a normal incidence of doing business, various claims and litigation may be asserted or commenced against the Company. Due to uncertainties inherent in litigation and other claims, the Company can give no assurance that it will prevail in any such matters, which could subject the Company to significant liability for damages and/or invalidate its proprietary rights. Any lawsuits, regardless of their success, would likely be time-consuming and expensive to resolve and would divert management’s time and attention, and an adverse outcome of any significant matter could have a material adverse effect on the Company’s consolidated results of operations or cash flows in the quarter or annual period in which one or more of these matters are resolved.

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Item 3. — Quantitative and Qualitative Disclosures About Market Risk

Interest Rate and Investment Liquidity Risk — The Company’s exposure to interest rate risk relates primarily to its investment portfolio (i.e. with respect to interest income). The primary objective of SMSC’s investment portfolio management is to invest available cash while preserving principal and meeting liquidity needs. In accordance with the Company’s investment policy, investments are placed with high credit-quality issuers and the amount of credit exposure to any one issuer is limited.

As of August 31, 2011, the Company’s $28.2 million of long-term investments consisted primarily of investments in U.S. government agency backed AAA rated auction rate securities. From time to time, the Company has also held investments in corporate, government and municipal obligations with maturities of between three and twelve months at acquisition. Auction rate securities have long-term underlying maturities, but have interest rates that until February 2008 had been reset every 90 days or less at auction, at which time the securities could also typically be repurchased or sold.

In February 2008, the Company began to experience failed auctions on some of its auction rate securities. Based on the failure rate of these auctions, the frequency and extent of the failures, and due to the lack of liquidity in the current market for the auction rate securities, the Company determined that the estimated fair value of the auction rate securities no longer approximates par value. The Company used a discounted cash flow model to determine the estimated fair value of these investments as of August 31, 2011, and recorded an unrealized loss of $1.9 million, (net of tax) related to the temporary impairment of the auction rate securities, which is included in accumulated other comprehensive income within shareholders’ equity on the consolidated balance sheet.

Assuming all other assumptions disclosed in Part I — Item 1 — Financial Statements — Note 3 of this Report, being equal, an increase or decrease in the liquidity risk premium (i.e. the discount rate) of 100 basis points as used in the model would decrease or increase, respectively, the fair value of the auction rate securities by approximately $0.8 million. In addition, an increase or decrease in interest rates of 100 basis points would increase interest income in the three and six-month periods ended August 31, 2011 by $0.2 million and $0.9 million, respectively, or decrease interest income to a negligible amount.

Equity Price Risk — The Company is not exposed to any significant equity price risks at August 31, 2011.

Foreign Currency Risk — The Company has international operations and is therefore subject to certain foreign currency rate exposures, principally the Euro, Japanese Yen and the Indian Rupee. The Company also conducts a significant amount of its business in Asia. In order to reduce the risk from fluctuation in foreign exchange rates, most of the Company’s product sales and all of its arrangements with its foundry, test and assembly vendors are denominated in U.S. dollars.

The Company’s foreign subsidiaries purchase a significant amount of their products for resale in U.S. dollars, and from time to time have entered into forward exchange contracts to hedge against currency fluctuations associated with these product purchases. Gains or losses on these contracts are intended to offset the gains or losses recorded for statutory and U.S. GAAP purposes from the remeasurement of certain assets and liabilities from U.S. dollars into local currencies. No such contracts were executed during fiscal 2010, and there are no obligations under any such contracts as of August 31, 2011. However, the Company has purchased currencies from time to time throughout the current fiscal year in anticipation of more significant foreign currency transactions, in order to optimize effective rates associated with those settlements.

Operating activities in Europe include transactions conducted in both Euros and U.S. dollars. The Euro is the functional currency for the Company’s European subsidiaries. Losses recorded from the remeasurement of U.S. dollar denominated assets and liabilities into Euros were $0.1 million for the three and six-month period ending August 31, 2011, compared with a gain of $0.1 million and a loss of $0.2 million for the three and six-month period ending August 31, 2010, respectively. Losses recorded from the remeasurement of U.S. dollar denominated assets and liabilities into Yen were $0.1 million for the three and six-month periods ending August 31, 2011 compared with losses of $0.3 million for the three and six-month periods ending August 31, 2010.

Commodity Price Risk — The Company routinely uses precious metals in the manufacturing of its products. Supplies for such commodities may from time-to-time become restricted, or general market factors and conditions may affect pricing of such commodities. Beginning in the latter part of fiscal 2008, the price of gold has increased precipitously, and certain of our supply chain partners began and continue to assess surcharges to compensate for the resultant increase in manufacturing costs. The Company is engaged in a project to replace gold with copper in certain of its parts to reduce this exposure. While the Company continues to attempt to mitigate the risk of similar increases in commodities-related costs, there can be no assurance that the Company will be able to successfully safeguard against potential short-term and long-term commodities price fluctuations.

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Item 4. — Controls and Procedures

The Company has carried out an evaluation under the supervision and with the participation of the Company’s management, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon the Company’s evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that, as of August 31, 2011, the disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed in the reports the Company files under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to the Company’s management, including the Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding disclosure.

There have been no changes in the Company’s internal control over financial reporting during the Company’s fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II

Item 1. — Legal Proceedings

From time to time as a normal consequence of doing business, various claims and litigation may be asserted or commenced against the Company. In particular, the Company in the ordinary course of business may receive claims that its products infringe the intellectual property of third parties, or that customers have suffered damage as a result of defective products allegedly supplied by the Company. Due to uncertainties inherent in litigation and other claims, the Company can give no assurance that it will prevail in any such matters, which could subject the Company to significant liability for damages and/or invalidate its proprietary rights. Any lawsuits, regardless of their success, would likely be time-consuming and expensive to resolve and would divert management’s time and attention, and an adverse outcome of any significant matter could have a material adverse effect on the Company’s consolidated results of operations or cash flows in the quarter or annual period in which one or more of these matters are resolved.

Item 1.A. — Risk Factors

Readers of this Quarterly Report on Form 10-Q should carefully consider the risks described in the Company’s other reports filed or furnished with the SEC, including the Company’s prior and subsequent reports on Forms 10-K, 10-Q and 8-K, in connection with any evaluation of the Company’s financial position, results of operations and cash flows.

The risks and uncertainties described in the Company’s most recent Annual Report on Form 10-K, filed with the SEC as of April 19, 2011, are not the only risks facing the Company. Additional risks and uncertainties not presently known, currently deemed immaterial, or those otherwise discussed in this Quarterly Report on Form 10-Q may also affect the Company’s operations. Any of these risks, uncertainties, events or circumstances could cause the Company’s future financial condition, results of operations or cash flows to be adversely affected.

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

(a) The Company issued 21,096 unregistered shares of its common stock at a cost of $0.6 million to the former shareholders of K2L on March 31, 2011 in connection with the K2L business combination. See Part I — Item 1. — Financial Statements – Notes to Condensed Consolidated Financial Statements – Note 6 — Business Combinations for additional information regarding these business combinations. These issuances were exempt from registration under the Securities Act of 1933, as amended as a private placement under Section 4(2) of the Securities Act or as offshore transactions under regulations under the Securities Act of 1933.

(b) None.

(c) Issuer Purchases of Equity Securities.

In October 1998, the Company’s Board of Directors approved a common stock repurchase program, allowing the Company to repurchase up to one million shares of its common stock on the open market or in private transactions. The Board of Directors authorized the repurchase of additional shares in one million share increments in July 2000, July 2002, November 2007 and April 2008, and another two million shares in April 2011, bringing the total authorized repurchases to seven million shares as of August 31, 2011. As of August 31, 2011, the Company has repurchased approximately 5.0 million shares of its common stock at a cost of $111.1 million under this program, including 444,327 shares repurchased at a cost of $9.9 million in fiscal 2012, 1,084,089 shares repurchased at a cost of $28.5 million in fiscal 2009, 1,165,911 shares repurchased at a cost of $40.6 million in fiscal 2008 and 253,300 shares repurchased at a cost of $6.1 million in fiscal 2007.

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Period	Total Number of Shares Purchased		Average Price per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans		Maximum Number of Shares that may Yet be Purchased
March 2011		-		-		-		504,916
April 2011		-		-		-		2,504,916
May 2011		-		-		-		2,504,916
June 2011		-		-		-		2,504,916
July 2011		130,803	$	25.25		130,803		2,374,113
August 2011		313,524	$	21.16		313,524		2,060,589
Total		444,327				444,327

Note:

In addition, the Company purchased 20,680 shares at an average price per share of $26.29 in the six month period ending August 31, 2011, as part of an ongoing program in which the Company will purchase shares withheld from employees to fund tax withholdings required on restricted shares vesting each period. The Company purchased 8,834 shares at an average price per share of $25.19 in fiscal 2011 as part of this program.

Item 3. — Defaults Upon Senior Securities

None.

Item 4. — Removed and Reserved

Item 5. — Other Information

None.

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Item 6. — Exhibits

10.1	—	Standard Microsystems Corporation 2009 Long Term Incentive Plan as amended on July 28, 2011 annexed hereto.
10.2	—	Assignment and Assumption of Lease Agreement between Standard Microsystems Corporation and Rep 80 Arkay Drive, LLC dated as of August 16, 2011 incorporated by reference to exhibit 2.1 to the registrant’s Form 8-K filed August 18, 2011.
10.3	—	Compensation of Dr. Guenter Reichart, Director, as reflected in the registrant’s Form 8-K filed on September 27, 2011.
31.1	—	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) (17 CFR 240.13a-14(a)), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	—	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) (17 CFR 240.13a-14(a)), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	—	Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	—	XBRL Instance Document
101.SCH	—	XBRL Taxonomy Schema Document
101.CAL	—	XBRL Taxonomy Calculation Linkbase Document
101.LAB	—	XBRL Taxonomy Label Linkbase Document
101.PRE	—	XBRL Taxonomy Presentation Linkbase Document

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SIGNATURE

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

STANDARD MICROSYSTEMS CORPORATION
By:	/s/ Kris Sennesael
	(Signature)
	Kris Sennesael
	Vice President and Chief Financial Officer
	(Principal Financial and Accounting Officer)

Date: September 30, 2011

EXHIBIT INDEX

Exhibit No.		Description
10.1	—	Standard Microsystems Corporation 2009 Long Term Incentive Plan as amended on July 28, 2011 annexed hereto.
10.2	—	Assignment and Assumption of Lease Agreement between Standard Microsystems Corporation and Rep 80 Arkay Drive, LLC dated as of August 16, 2011 incorporated by reference to exhibit 2.1 to the registrant’s Form 8-K filed August 18, 2011.
10.3	—	Compensation of Dr. Guenter Reichart, Director, as reflected in the registrant’s Form 8-K filed on September 27, 2011.
31.1	—	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) (17 CFR 240.13a-14(a)), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	—	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) (17 CFR 240.13a-14(a)), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	—	Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	—	XBRL Instance Document
101.SCH	—	XBRL Taxonomy Schema Document
101.CAL	—	XBRL Taxonomy Calculation Linkbase Document
101.LAB	—	XBRL Taxonomy Label Linkbase Document
101.PRE	—	XBRL Taxonomy Presentation Linkbase Document

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