MAXLINEAR, INC.

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	Part I		Page
Item 1.		Business		34
Item 1A.		Risk Factors		1617
Item 1B.		Unresolved Staff Comments		4252
Item 2.1C.		~~Properties~~Cybersecurity		4252
Item 2.		Properties		53
Item 3.		Legal Proceedings		4254
Item 4.		Mine Safety Disclosures		4555
		Part II
Item 5.		Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		4656
Item 6.		~~Selected Financial Data~~[Reserved]		4957
Item 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		5057
Item 7A.		Quantitative and Qualitative Disclosures About Market Risk		6971
Item 8.		Financial Statements and Supplementary Data		7072
Item 9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		7072
Item 9A.		Controls and Procedures		7072
Item 9B.		Other Information		7374
Item 9C.		Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		75
		Part III
Item 10.		Directors, Executive Officers and Corporate Governance		7476
Item 11.		Executive Compensation		7476
Item 12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		7476
Item 13.		Certain Relationships and Related Transactions, and Director Independence		7476
Item 14.		Principal ~~Accounting~~Accountant Fees and Services		7476
		Part IV
Item 15.		Exhibits and Financial Statement Schedules		7577

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MAXLINEAR, INC.

PART I

Forward-Looking Statements

The information in this Annual Report on Form 10-K for the fiscal year ended December 31, ~~2017,~~2023, or this Form 10-K, contains forward-looking statements and information within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which are subject to the “safe harbor” created by those ~~sections.~~sections and involve substantial risks and uncertainties. These forward-looking statements include, but are not limited to, statements concerning our strategy, future operations, future financial position, future revenues, projected costs, prospects and plans and objectives of management. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. WeMoreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, we may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make.

These forward-looking statements include, but are not limited to, statements concerning the following:

•statements relating to the terminated Merger Agreement with Silicon Motion and related legal proceedings or if we are required to or agree to pay any damages in connection with legal proceedings related to the termination of the Merger Agreement, including for any alleged breaches of the Merger Agreement, will have on our business, operating results, and financial condition;

•the effects of intense and increasing competition in our market and our ability to compete effectively;

•the effect global economic conditions including factors such as high inflation or a potential recession, may have on our business and industry;

•the effects of the cyclical nature of the semiconductor industry on our results of operations;

•our ability to sustain our current level of revenue, which has declined, and/or manage future revenue growth effectively, and our future financial performance, including our expectations regarding our revenue, gross profit or gross margin, operating expenses, excess inventory and customer demand;

•the effects of military, geopolitical and economic conflicts and tensions among countries in which we conduct business, including between the United States and China;

•the impacts from export control and technology export restrictions;

•the effects of increased tariffs imposed by the U.S. on goods from other countries and tariffs imposed by other countries on U.S. goods, export controls, or the imposition of additional trade barriers on customer demand, our revenues and operating results;

•our potential ability to retain and increase sales to existing customers and attract new customers, including potential effects of a loss or reduction in orders from customers;

•costs associated with defending intellectual property infringement and other claims and the potential outcomes of such disputes, such as any claims discussed in “Legal Proceedings”;

•the potential information technology failures and offensives, including security breaches and vulnerabilities, cyber-attacks and system failures and our ability to respond to such incidents;

•the effects of any erosion of our average selling prices on our revenues and gross margins;

•our ability to grow our business, including to expand globally and into other markets, including potential effects of the failure to penetrate new markets;

•the effects of potential delays in the development of the broadband markets including international macroeconomic headwinds and consolidation trends among Pay-TV and broadband operators;

•our ability to make the substantial and productive research and development investments required to remain competitive;

•the effects of the complexity of our products, including unforeseen delays or expenses and undetected defects or bugs;

•the factors that could contribute to fluctuation of our operating results;

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•the effects our inability to attract and retain customers, including reduced operating results and impaired competitive position;

•the development of our target end markets and demand for our solutions, products and services we offer;

•our future performance;

•statements regarding our business plans;

•the sufficiency of our present cash and cash equivalents balances and cash flows;

•future trading prices of our common stock and the factors impacting such stock prices;

•the efficacy of our internal controls, policies and procedures;

•the accuracy of the assumptions underlying our critical accounting estimates;

•expectations regarding our ability to expand our product portfolio or enhance existing products;

•our ability to predict our future revenue and appropriately budget our expenses;

•the capabilities of our technology;

•expectations relating to market share and market opportunity;

•the financial and legal impact of certain laws and regulations;

•our ability to attract, train and retain qualified personnel and senior management, including the effects of our inability to do so;

•our ability to service our interest and debt obligations

•the ability of our customers and distributors to obtain financing and the impact on customer demand for our products;

•our ability to comply with governmental laws, regulations and other legal obligations related to privacy, data protection, and cybersecurity;

•our ability to conform to, and comply with, continually evolving industry standards and achieve crucial design wins;

•our ability to identify, complete and realize the benefits of future acquisitions or investments;

•our expectations concerning relationships with third parties;

•our ability to attract and retain key personnel;

•our ability to maintain, protect and enhance our brand and intellectual property, including with respect to our use of open source software;

•the effects of disruptions in our supply of products or materials;

•our ability to manage our relationships with, or negative impacts from, third parties that market, sell, distribute, or supply our products, or provide services and technology;

•estimates and estimate methodologies used in preparing our financial statements;

•the factors that could affect our stock price and trading volume;

•the effects of changes in tax rates, provisions, liabilities or other related obligations;

•our belief that we have adequately reserved for loss contingencies that are probable; and

•the effect certain factors may have on our tax liability, including but not limited to global and domestic tax reform;

These forward-looking statements involve risks, uncertainties and ~~uncertainties~~assumptions that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation, the risks set forth in Part I, Item 1A, “Risk Factors” in this Form 10-K.

The forward-looking statements made in this Form 10-K relate only to events as of the date on which the statements are made. We do not assume any obligation to update any forward-looking statements made in this Form 10-K to reflect events or circumstances after the date of this Form 10-K or to reflect new information or the occurrence of unanticipated events, except as required by law.

These forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.


~~ITEM 1.~~	~~BUSINESS~~

ITEM 1. BUSINESS

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Corporate Information

We incorporated in the State of Delaware in September 2003. Our executive offices are located at 5966 La Place Court, Suite 100, Carlsbad, California 92008, and our telephone number is (760) 692-0711. In this Form 10-K, unless the context otherwise requires, the “Company,” “we,” “us” and “our” refer to MaxLinear, Inc. and its ~~wholly owned~~directly and indirectly wholly-owned subsidiaries. Our website address is www.maxlinear.com. The contents of our website are not incorporated by reference into this Form 10-K. We provide free of charge through a link on our website access to our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as amendments to those reports, as soon as reasonably practical after the reports are electronically filed with, or furnished to, the Securities and Exchange Commission, or SEC. Refer to Intellectual Property Rights section below for a list of our trademarks and trade names. All other trademarks and trade names appearing in this Form 10-K are the property of their respective owners.

Overview

We are a provider of communications systems-on-chip, or SoCs, used in broadband, mobile and wireline infrastructure, data center, and industrial and multi-market applications. We are a fabless integrated circuit design company whose products integrate all or substantial portions of a high-speed communication system, including radio frequency, or RF, high-performance analog, mixed-signal, digital signal processing, security engines, data compression and networking layers, and power management. In most cases, these products are designed on a single silicon-die using standard digital complementary metal oxide semiconductor, or CMOS, manufacturing processes and conventional packaging technologies. Importantly, our ability to design analog and mixed-signal ~~communications systems-on-chip~~circuits in CMOS allows us to efficiently combine analog functionality and complex digital signal processing logic in the same integrated circuit. As a result, we believe our solutions ~~for the connected home, wired~~have exceptional levels of functional integration and ~~wireless infrastructure,~~performance, low manufacturing cost, and ~~industrial~~reduced power consumption versus competition. These solutions also enable shorter design cycles, significant design flexibility and ~~multi-market applications.~~ low system-level cost across a range of markets.

Our customers include electronics distributors, module makers, original equipment manufacturers, or OEMs, and original design manufacturers, or ODMs, ~~who~~which incorporate our products in a wide range of electronic devices. Examples of such devices ~~including cable DOCSIS broadband modems and gateways; wireline connectivity devices for in-home networking applications; RF~~include radio transceivers and modems for ~~wireless carrier access~~4G/5G base-station and backhaul infrastructure; ~~fiber-optic modules~~optical transceivers targeting hyperscale data centers; Wi-Fi and wireline routers for ~~data center, metro, and long-haul transport networks; video set-top boxes and gateways; hybrid analog~~home networking; broadband modems compliant with Data Over Cable Service Interface Specifications, or DOCSIS, passive optical fiber standards, or PON, and digital ~~televisions, direct broadcast satellite outdoor and indoor units; and~~subscriber line, or DSL; as well as power management and interface products used in these and ~~a range of~~many other markets. ~~We are a fabless integrated circuit design company whose products integrate all or substantial portions of a broadband communication system.~~

We combine our high-performance RF and mixed-signal semiconductor design skills with our expertise in digital communications systems, software, high-performance analog, and embedded systems to provide highly integrated semiconductor devices and platform-level solutions that are manufactured using a range of semiconductor manufacturing processes, including low-cost complementary metal oxide semiconductor, or CMOS, process technology, Silicon Germanium, Gallium Arsenide, BiCMOS and Indium Phosphide process technologies. Our ability to design analog and mixed-signal circuits in CMOS allows us to efficiently combine analog and digital signal processing functionality in the same integrated circuit. As a result, our solutions have high levels of functional integration and performance, small silicon die size, and low power consumption. Moreover, with our recent acquisition of Exar Corporation, we are uniquely positioned to offer customers a combination of proprietary CMOS-based radio system architectures that provide the benefits of superior RF system performance, along with high-performance analog interface and power management solutions that enable shorter design cycles,

~~significant design flexibility and low system cost across a wide range of broadband communications, wired and wireless infrastructure, and industrial and multimarket applications.~~

~~During 2017, we sold our products to 286 end customers. For the year ended December 31, 2017, our net revenue was $420.3 million as compared to $387.8 million in the year ended December 31, 2016.~~

~~Recent Developments~~

On March 29, 2017, each share of our then outstanding Class A common stock and Class B common stock and shares underlying our then outstanding stock options, restricted stock units and restricted stock awards automatically converted into a single class of our common stock or rights to receive shares of a single class of our common stock pursuant to the terms of our Fifth Amended and Restated Certificate of Incorporation. The conversion had no impact on the total number of issued and outstanding shares of our capital stock; the Class A shares and Class B shares converted into an equivalent number of shares of our common stock. In addition, the conversion did not increase the total number of authorized shares of our common stock, which prior to the conversion was, and remains, 550,000,000 shares. However, our total number of authorized shares of capital stock was reduced from 1,575,000,000 to 1,509,554,147, to account for the retirement of the Class A shares and Class B shares that were outstanding at the time of the conversion. Following the conversion, our authorized capital stock includes 441,123,947 Class A shares and 493,430,200 Class B shares, which represents Class A shares and Class B shares that were authorized but unissued at the time of the conversion. No additional Class A shares or Class B shares will be issued following the conversion.

Following the conversion, each share of our common stock is entitled to one vote per share and otherwise has the same designations, rights, powers and preferences as the Class A common stock prior to the conversion. In addition, holders of our common stock vote as a single class of stock on any matter that is submitted to a vote of our stockholders. Prior to the conversion, the holders of our Class A and Class B common stock had identical voting rights, except that holders of Class A common stock were entitled to one vote per share and holders of Class B common stock were entitled to ten votes per share with respect to transactions that would result in a change of control of our company or that relate to our equity incentive plans. In addition, holders of Class B common stock had the exclusive right to elect two members of our Board of Directors, each referred to as a Class B Director. The shares of our Class B common stock were not publicly traded. Each share of our Class B common stock was convertible at any time at the option of the holder into one share of Class A common stock and in most instances automatically converted upon sale or other transfer.

On April 4, 2017, we consummated the transactions contemplated by a share and asset acquisition agreement with Marvell Semiconductor Inc., or Marvell, to purchase certain assets and assume certain liabilities of Marvell’s G.hn business, including its Spain legal entity, for aggregate cash consideration of $21.0 million. We also hired certain employees of the G.hn business outside of Spain and assumed employment obligations of the Spanish entity we acquired, which is now a subsidiary of MaxLinear. The assets acquired include, among other things, patents and other intellectual property, a workforce-in-place and other intangible assets, as well as tangible assets that include but are not limited to production masks and other production related assets, inventory and other property and equipment. The liabilities assumed include, among other things, product warranty obligations and accrued vacation and severance obligations for employees who joined MaxLinear and its subsidiaries as a result of the transaction. The acquired assets and assumed liabilities, together with the employees, represent a business as defined in ASC 805, ~~Business Combinations. We integrated the acquired assets and employees into our existing business.~~

In April 2017, our subsidiary in Singapore began operating under certain tax incentives in Singapore, which are generally effective through March 2022 and may be extended through March 2027. Under these incentives, qualifying income derived from certain sales of our integrated circuits is taxed at a concessionary rate over the incentive period. We also receive a reduced withholding tax rate on certain intercompany royalty payments made by our Singapore subsidiary during the incentive period. Such incentives are conditional upon our meeting certain minimum employment and investment thresholds within Singapore over time, and we may be required to return certain tax benefits in the event the Company does not achieve compliance related to that incentive period. We currently believe that we will be able to satisfy these conditions without material risk. Primarily because of our Singapore net operating losses and our full valuation allowance in Singapore, we do not believe the incentives will have a material impact on our income tax position in the year ending December 31, 2018.

On May 12, 2017, pursuant to the March 28, 2017 Agreement and Plan of Merger, Eagle Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of MaxLinear, merged with and into Exar Corporation, or Exar, with Exar surviving as a wholly owned subsidiary of MaxLinear. Under this Agreement and Plan of Merger, we agreed to acquire Exar's outstanding common stock for $13.00 per share in cash. We also assumed certain of Exar's stock-based awards in the merger. We paid aggregate cash consideration of $688.1 million, including $12.7 million of cash paid to settle certain stock-based

awards that were not assumed by us in the merger. We funded the transaction with cash from the balance sheet of the combined companies, including $235.8 million of cash from Exar, and the net proceeds of approximately $416.8 million under a secured term loan facility in an aggregate principal amount of $425.0 million. The facility is available (i) to finance the Merger, refinance certain existing indebtedness of Exar and its subsidiaries, and fund all related transactions, (ii) to pay fees and expenses incurred in connection therewith and (iii) for working capital and general corporate purposes. The term loan facility has a seven-year term and the term loans bear interest at either an Adjusted LIBOR or an Adjusted Base Rate, plus a fixed applicable margin. In November 2017, to hedge a substantial portion of our interest rate risk, we entered into a fixed-for-floating interest rate swap agreement with an amortizing notional amount to swap a substantial portion of our variable rate LIBOR interest payments under the outstanding term loans for fixed interest payments bearing an interest rate of 1.74685%. Our outstanding debt is still subject to a 2.5% fixed applicable margin during the term of the loan. As a result of entering the swap, the interest rate on a substantial portion of our long-term debt is effectively fixed at approximately 4.25%.

Exar is a designer and developer of high-performance analog mixed-signal integrated circuits and sub-system solutions. The merger significantly furthers our strategic goals of increasing revenue scale, diversifying revenues by end customers and addressable markets, and expanding our analog and mixed-signal footprint on existing tier-one customer platforms. Exar adds a diverse portfolio of high-performance analog and mixed-signal products constituting power management and interface technologies that are ubiquitous functions in wireless and wireline communications infrastructure, broadband access, industrial, enterprise networking, and automotive platforms. We intend to leverage combined technological expertise, cross-selling opportunities and distribution channels to significantly expand our serviceable addressable market. For a discussion of specific risks and uncertainties that could affect our ability to achieve these and other strategic objectives of our acquisitions, please refer to Part I, Item 1A, “Risk Factors” under the subsection captioned “Risks Relating to Recent Acquisitions.”

Industry Background

Over the last ~~two~~three decades, ~~the availability of~~ ubiquitous internet connectivity has ~~resulted in an~~driven exponential growth in data content, ~~consumption,~~ delivery, distribution, and ~~distribution.~~ consumption. We expect this trend to continue owing to:

•Accelerated expansion of advanced data center technologies and cloud-based services including, Amazon Web Service, or AWS, Google Cloud Platform, and software as service, or SAAS, in general;

•The ~~rapid rise~~explosive emergence of ~~social media,~~artificial intelligence, or AI, platforms and services such as OpenAI/Bing and Google Bard, which broadly amplify human ability to harness high-performance computing within the ~~increasing popularity~~data center;

•Continued proliferation of ~~new broadcast~~on-demand Over-The-Top, or OTT, video ~~delivery~~ services such as Netflix, Amazon Prime and ~~Hulu, new high definition multimedia content,~~Disney+;

•The “remote economy” accelerated by the COVID-19 pandemic, the shift to work-from-home, and ~~expanding 4G/5G wireless data access have led to an explosion in data traffic and created an insatiable demand for data bandwidth. Increasingly, industrial, enterprise, and home devices,~~increasing reliance on services such as ~~high-efficiency environmentally friendly~~Zoom, Microsoft Teams, and Google Meet;

•The proliferation of “Internet of Things”, or ~~"green"~~IoT, including internet-connected devices and systems within the home, manufacturing industries, and enterprises; and

•Large-scale proliferation and advancement of wireless broadband services, whether through 5G+ or WiFi, which act as an accelerant for all these technologies.

These factors, individually and combined, have created economic pressure to continuously upgrade network bandwidth and latency (i.e. the delay between sender and receiver) in order to exploit the exponential growth of the above activities. For example, cloud-based services increasingly require stringent low latency and extremely high-speed network connections between servers and storage within a data center. These cloud services may leverage generative AI, which requires racks of high-performance servers and storage connected by the fastest-available networks.They may also rely on real-time communication with systems of IoT devices including sensors, lighting, and actuators; smart speakers, smart lighting and other

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smart appliances in the connected ~~home,~~home; commercial air-conditioning and refrigeration; video surveillance ~~equipment,~~equipment; manufacturing ~~machinery,~~machinery; and point-of-sale and asset tracking systems are being connected over the internet, collectively referred to as the Internet of Things, or IoT. Society's drive towards increased energy efficiency and productivity gains is inextricably linked to an expanding interconnected world ofsystems.All these usage scenarios depend on reliable, fast, low-latency networks, enabled by advances in semiconductor devices and people. The sheer amount of information generated and made available for further processing in a IoT world necessitates the continuous upgrade of network bandwidth capacity and associated equipment. Cloud based computing services for storage, big data analytics, and internet data traffic management require massive high-speed data processing and data sharing between servers, switches, and routers within large hyperscale and enterprise data centers. As a result, the growth in demand for fatter and faster data pipes (higher data capacity and lower data latency networks) inside the home, into the home, and throughout the cloud and wired and wireless communications network infrastructure is unprecedented. The elimination of data capacity and speed bottlenecks inside networks is heavily reliant onwhich integrate wide ~~spectrum or~~ spectrum/broadband, ~~high frequency~~high-frequency circuits ~~and~~together with digital signal processing ~~algorithms~~algorithms.Such devices not only expand the available network bandwidth, but also utilize that ~~can improve spectrum utilization efficiency, and can be integrated into cost effective, low power, mixed-signal system-on-chip semiconductor solutions. We believe that several of these~~bandwidth more efficiently.

Markets

The above trends ~~are key drivers~~propel demand across ~~multiple~~many of our target ~~markets. We believe they present significant revenue growth opportunities for the Company. These trends include the following:~~end markets, such as:

~~Connected Home:~~ Competing cable, satellite, and other broadband video and data service providers differentiate their services by offering consumers with bundled video, voice, and broadband data access, referred to as triple-play services. These services include advanced features, such as, channel guide information, video-on-demand, DVR, and picture-in-picture viewing. Many of today’s service provider home gateway set-top boxes enable consumers to simultaneously access and manage multimedia content from multiple locations and screens in the home. These home gateway or set-top box devices are required to simultaneously receive, demodulate, and decode multiple signals spread across several channels of frequency bandwidth over a wide frequency range. In traditional set-top box architectures, each simultaneously accessed spectrum of signal is processed by a dedicated RF receiver and transmitter. In the emerging cable and satellite home gateway or media servers, content is delivered from the gateway/server to “thin” or remote IP clients that do not have traditional TV tuners. Each of these gateways and clients necessarily includes a broadband RF transceiver SoC based on MoCA, G.hn, or WiFi home data connectivity standards. As a result, the number of RF transceivers required in each gateway or client is greatly increased. For example, in order to deliver the increasing data bandwidth requirements of the home, cable

MSOs have begun initial deployments of DOCSIS 3.1 equipment and services, which enable channel bonding or the concurrent reception of multiple channels of frequency bands, resulting in a higher aggregate “sum of the channels” bandwidth available to cable subscribers. With the increasing popularity of accessing multimedia content over-the-top, or OTT, via broadband-enabled streaming services, consumers are augmenting OTT multimedia content services with free over-the-air (OTA) terrestrial TV broadcast programming (also referred to as “Cord Cutting”). Therefore, cord-cutting OTT streaming media platforms also require one or more terrestrial TV RF receiver and demodulator SoC solutions.

•Data Center Infrastructure: The demand for “faster and fatter” data pipes and equipment in enterprise and telecommunications infrastructure markets is being primarily driven by the explosion of data traffic generated by mobile devices, OTT streaming video services, and cloud computing and data analytics.

Inside ~~hyper-scale~~hyperscale data centers ~~high speed~~operated by Meta, Amazon, Microsoft, Google and others, high-speed optical ~~interconnect products provide the interconnect function between the~~transceivers connect racks of servers ~~to the top-of-rack switch, which is also connected to the core-router. Through~~and storage through a ~~hierarchy~~hierarchical network of switches and routers, servers not only connect to each other horizontally inside the data center, but are also connected to the external transport network. High speed interconnect products are also present inside the service provider's metro and long-haul high-speed fiber-optic connections of the transport network. Data center links and equipment are also consistently being upgraded for performance and speed. Currently, while server connections are transitioning from 1Gbps to 10Gbps links, routers and switches are moving from 10/40Gbps to 100Gbps, and to 400Gbps interconnect speeds. Likewise, as data traffic demand continues to grow, the number of servers and a server’s capacity to process massive amounts of data is poised to increase dramatically.routers. Cloud services and machine learning are dependent upon the ability to interconnect vast numbers of servers and storage inside a data center ~~as efficiently as possible, enabling~~with extremely low latency and the highest bandwidth to enable the entire data center to act as a single computing or data processing unit. Consequently, the data traffic growth inside the data center has significantly outstripped the data traffic flowing to and from the data center. Currently, while server connections are transitioning from 10Gbps to 25Gbps or 100Gbps speeds, router and switch connections are moving from 100G to 400 and 800Gbps interconnections, with the next generation of switch connections (under development) targeting 1600Gbps. These transitions are possible, in large part, owing to the innovations in semiconductor design, incorporating high-speed digital signal processing together with broadband analog and mixed signal circuits in advanced CMOS process nodes. The physical limits and challenges of removing the heat dissipated by these optical transceivers and switches are the primary barriers to even higher interconnect speeds. For ~~this reason,~~all these reasons, improving the bandwidth and power efficiency of data center networking technology within and between data centers isremains a critical tochallenge for the evolution of next-generation data ~~center technology roadmap. At the same time, the cooling of these large scale~~centers.

•5G Wireless Infrastructure: Expensive, finite, fractured and ~~densely configured data centers requires extremely low power and highly integrated large bandwidth interconnect solutions.~~

~~Within wireless access and backhaul infrastructure, the increasing data traffic from 3G/4G/~~discontiguous 5G wireless ~~access enabled smartphones~~spectrum is being utilized more efficiently by aggregating or bonding multiple non-contiguous channels of spectrum with highly complex radio transceivers in a wireless base-station radio unit. These complex radio transceivers can also be configured in large antenna arrays to direct wireless signals more efficiently to specific users, also known as Massive Multiple-Input Multiple Output beamforming, or MMIMO. Beamforming vastly improves the efficiency with which spectrum is used (thereby increasing network capacity), as well as cell tower coverage (range), allowing an operator to do more with less. Densification, the process of increasing the number of wireless base-stations per unit area, also improves network capacity and ~~IoT devices requires extremely high bandwidth capacity~~coverage. In turn, the wireless and optical backhaul ~~and fronthaul point-to-point~~ transport ~~links.~~networks required to connect the higher number of base-station cells must have greater data capacity. As a result, microwave wireless backhaul and fronthaul transport links are migrating to millimeter wave operating frequencies where ~~a large increase in available~~the availability of spectrum improves data capacity by more than tenfold. ~~The finite, and fractured wireless spectrum designated for~~Implementing 5G access is being used more efficiently by increasing the complexity of radio transceivers to be able to aggregate multiple non-contiguous channels of spectrum. At the same time, these complex radio transceivers are feeding antenna arrays that can direct wireless signals more efficiently to the target user, vastly improving coverage (range) and maximum data rates. 5G Wireless technology improves data rates and spectral efficiency by deploying antenna arrays consisting of multiple antenna elements and an equivalent large number of radio transceivers per each base-station. Increasing the density of 5G wireless cells geographically, for capacity and coverage, not only requires more base-stations per unit cell, but it also entails the upgrade of the wireless and optical backhaul transport ~~network connecting the cells. The rollout of 5G~~ functionality within base-stations ~~presents unprecedented technical challenges~~requires radio transceivers that can process larger radio spectrum bandwidths; have expanded RF range; compensate for signal distortion from high-power amplifiers; support beamforming in ~~radio transceiver design. It involves larger bandwidth spectrum handling capability; extremely high operating radio frequency range; support of~~large antenna ~~array functionality;~~arrays; and have the ability to transport high speed data to and from the ~~base-station,~~network, all in a low-cost, power-efficient design.

•Broadband Access: Several drivers of broadband services have grown in significance in the ~~while consuming extremely low power.~~

~~In cable infrastructure,~~last few years, including hybrid work-from-home, and the number and diversity of streaming service offerings. The focal point of network performance to and within the location is a gateway. These gateways not only determine the internet speeds coming into the location, but also the speed at which content is distributed throughout the location. Broadband modems – whether coaxial, fiber, or DSL, are needed to process increasingly wider portions of the spectrum carried by these media. Advances in ~~order~~these modems, powered by advanced SoCs, are enabling operators to ~~deliver extremely high data~~aggregate the bandwidth of more channels and to ~~homes~~widen the channels themselves, thereby increasing the download and ~~businesses, conventional copper and analog broadband networks are being upgraded to deploy digital fiber deeper or closer~~upload speeds available to the ~~subscriber premises. Currently, the deep optical fiber~~consumer.

•Connectivity: Connectivity is ~~being locally terminated at fiber nodes, which “passively” convert the optical signals to electrical signals to be transported over the coaxial cable network that connects~~ubiquitous in our modern and transforming economy, where increasingly every device, including those inside our smart homes, enterprises, manufacturing robots, automobiles, commercial infrastructure, personal computers, personal health wear and gadgets, etc. are connected to the ~~end subscriber premises. Coaxial cable networks are not only ubiquitous, but are also extremely expensive to replace with fiber~~internet and each other. For example, each broadband access gateway, which ~~extends all~~is the ~~way to the subscriber premises. As~~entry point for internet connection into a result, service providers are striving to extract greater data bandwidth capacity from their existing coaxial cable networks. In the cable DOCSIS3.1 network configuration, new fiber node installations are required to support proactive “network monitoring” (“active fiber notes”)home, typically implements several different communication standards for distributing content and internet connectivity throughout, including Wi-Fi, Ethernet, Multimedia over Coax (MoCA), ~~continually monitoring~~ and ~~optimizing spectrum usage in the coaxial cable, to deliver up to 10Gbps~~power line communications. Each of ~~available data capacity to any subscriber. Innovation in radio frequency broadband circuits~~these standards relies on dedicated transceivers and signal processing ~~is necessary~~powered by custom semiconductor products. For example, newer generations of Wi-Fi utilize increasing multiplicity of transceivers to ~~meet~~enhance throughput. Advanced implementations of Wi-Fi deploy as many as eight transceivers inside a single gateway box, combined with Wi-Fi extenders to improve coverage in a large area.

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Consequently, the ~~cost, power consumption,~~number of transceivers required, whether for wireless or broadband wireline access and ~~size constraints~~distribution, increases proportionally to the increase in the number of ~~existing~~broadband access connections. All connectivity standards rely on multiple wireless or wireline transceivers or single large bandwidth transceivers to improve the data handling capacity and ~~new fiber node installations.~~ability to talk to multiple devices simultaneously.

Increasing bandwidth severely stresses the limits of current semiconductor device technology, and drives up power consumption. The costly thermal constraints imposed by the additional power dissipation has made it impractical to push more data bandwidth or throughput inside network switches and other interconnects using existing communication signaling techniques. To surmount these challenges, design innovation in broadband analog circuits, and digital signal processing are required for network systems to reach higher data rates at much lower power consumption per unit bandwidth of data capacity.

•Industrial & Multi-Market: ~~Through the acquisition of Exar, we have gained over 40 years of proven technical competency serving the connected world. Increasingly, in the industrial world, manufacturing equipment and appliances~~Manufacturing systems are increasingly being connected to each other and to the ~~cloud to~~cloud. Such connectivity enables a range of operational improvements, such as better ~~optimize~~plant utilization ~~improve~~and scheduling, reduction in power consumption, and the detection of precursors to equipment failure, enabling proactive maintenance and management. Connectivity is also at the heart of powerful new approaches to plant ~~management. Legacy~~management such as digital twinning and industrial AI. To make connectivity economical, legacy equipment and new installations need to communicate with each other via newer and older connectivity protocol standards. ~~This in turn creates opportunities for the growth of interface products, and interface bridge products supporting multiple protocols. We believe the Exar interface~~Our product portfolio, ~~which consists of~~featuring serial ~~interface, universal serial bus (USB), universal asynchronous receiver transmitter (UARTS), peripheral interconnect express (PCIe)~~interfaces, Universal Serial Bus, or USB, Universal Asynchronous Receiver-Transmitters, or UARTS, Peripheral Component Interconnect Express, or PCIe, devices, data converters, ~~power management integrated chips (PMICs),~~ and ~~force touch sensing modules, creates new~~Power Management Integrated Circuits, or PMICs, is strategically positioned to capitalize on such growth ~~vectors across communications,~~opportunities in this expanding market. Such a diverse range of interface and bridge products effectively serves a broad spectrum of end markets, including industrial automation, process control and ~~multiple other end markets.~~

manufacturing IT, among others.

~~The development of~~

To summarize, the innovation in broadband, low power, integrated communication ~~systems-on-chip solutions~~SoCs is at the ~~heart~~engine of competitiveness across a range of different businesses spanning broadband wireline access, mobile data services, hyperscale cloud data centers, ~~providing search, social networking and OTT streaming services,~~ and cloud computation and storage markets. ~~The proliferation of high frequency, high bandwidth, low power applications with advanced features~~This has led to a ~~rapid increase~~long term and continuing secular trend of compounded growth in ~~the~~ demand for systems that ~~require multiple radio-frequency, mixed-signal,~~feature multiplier RF, mixed signal, and high-performance analog and digital signal processing transceiver SoCs.

Challenges Faced by Providers of Systems and RF Transceivers and Optical Interconnects

The performance requirements of high bandwidth spectrum-efficient applications consisting of broadband data access and connectivity at home, 4G/5G wireless access and backhaul communications network infrastructure, and high-speed optical interconnect applications in data center, metro, and long-haul telecom transport are extremely stringent. In particular, designing

Designing and implementing ~~high-frequency, high-bandwidth~~state-of-the-art RF and optical transceiver systems is ~~extremely challenging~~difficult owing to the high operating frequency ranges and ~~the spectrally scattered~~ wide frequency bands ~~across which~~employed by communication signals, and the ~~communication signal is transmitted.~~ low power budgets of applications. As ~~a result,~~an example of difficulty, system designers ~~encounter~~must contend with significantly more sources of interference and signal impairments than in the case of traditional narrow band, low-frequency communication systems. Traditional implementation of narrow band single-channel RF transceivers entails conventional radio system architectures that requires expensive discrete components, and are fabricated in costly special purposeWider bandwidths require faster devices, but demand has outstripped the rate at which semiconductor ~~technologies, such as silicon germanium, gallium arsenide, and RF enhanced~~processes improve, particularly so for the mainstream CMOS process ~~technologies.~~roadmap.

The key challenges of capturing and processing high quality broadband communications signals include:

•

~~Receiving single or multiple RF/digital communications signals spanning multiple frequency bands over a wide spectrum.~~ Many of the advanced high data rate applications require the simultaneous RF reception of multiple channels or frequency bands in order to first aggregate, and then subsequently demodulate the data signal, which is spread over discrete disparate frequency bands. Likewise, high data rate transmission is achieved by disaggregating the user's data signal and transmitting it over multiple available frequency bands spanning a wide frequency spectrum. For example, in the cable set-top box and broadband gateway markets, it is necessary to support the simultaneous reception of multiple channels of high definition video, voice, and data applications in many system designs. OEMs meet these stringent requirements via multiple narrow or wideband RF receivers, each of which is dedicated to the reception of a single frequency band. An alternate, but highly challenging approach involves Full Spectrum Capture (FSC^TM) receiver SoCs which can receive and digitize the entire available RF frequency spectrum in the transmission medium. They can then select and aggregate the relevant frequency bands over which the data is spread using analog and mixed-signal digital co-processing techniques. In conventional architectures, use of discrete multiple RF receivers is costly or unviable due to increased design complexity, overall cost, circuit board space, power consumption and heat dissipation. In addition, such implementations suffer from signal integrity issues, reliability, signal interference, and thermal challenges owing to the proximity of sensitive multiple RF receivers and discrete components in a limited PCB footprint.

•Receiving RF/digital communications signals spanning multiple frequency bands over a wide spectrum: Many of the advanced high-data-rate applications require the simultaneous RF reception of multiple channels or frequency bands in order to first aggregate, and subsequently demodulate, the data signal, which is spread over discrete disparate frequency bands. Likewise, data transmission is achieved by disaggregating the user’s data signal and transmitting it over multiple available frequency bands spanning a wide frequency spectrum. For example, in the cable modem and broadband gateway markets, it is necessary to support the simultaneous reception of multiple high-definition video streams, video conferencing, and data applications in many system designs. OEMs meet these stringent requirements via multiple narrow- or wide-band RF receivers, each of which is dedicated to the reception of a single frequency band. An alternate, but highly challenging, approach involves Full Spectrum Capture, or FSCTM, receiver SoCs, which can process the entire available RF frequency spectrum in the transmission medium. They can then select and aggregate the relevant frequency bands over which the data is spread using analog and mixed-signal digital co-processing techniques. In contrast, use of multiple discrete conventional narrowband RF receivers is impractical due to increased design complexity, overall cost, circuit board space, power consumption and heat dissipation limitations. In addition, such narrowband receiver implementations suffer from signal integrity issues, reliability, and thermal challenges owing to the proximity of sensitive multiple RF receivers and discrete components in a limited PCB footprint.

•Signal Clarity Performance ~~Requirements.~~Requirements: In communications systems, performance is limited by the quality of the received/transmitted signal ~~which is referred to as~~that can be supported throughout the ~~signal-to-noise ratio~~channel bandwidth. Signal-to-noise, or ~~dynamic range of the transceiver. The signal-to-noise~~SNR, ratio measures the strength of the desired signal relative to the ~~total~~sum of the noise and undesired signal energy in the same channel. High ~~definition satellite and terrestrial digital video, high~~ capacity 5G wireless cellular data networks ~~operating~~operate across non-contiguous wireless spectrum bands, ~~and~~while wired coaxial cable and power-line networks require broadband RF transceivers ~~with large dynamic range.~~supporting high SNR. Optical transceivers operate across the widest bandwidths available and must preserve the necessary SNR throughout their bandwidth. These

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transceiver systems ~~are required to~~must compensate for impairments introduced as the signal propagates through wire, fiber or wireless mediums, as well as isolate the desired signals from the undesired signals ~~which~~that are invariably present in ~~the~~their wide operating frequency range. The undesired signals not only include the noise generated by ~~extraneous radio waves,~~the natural environment, but also interference produced by home appliances, enterprise communications equipment, and other wireless networking systems. For example, in ~~broadband television reception, traditional RF~~5G mobile infrastructure applications, a radio transceiver ~~implementations utilize expensive discrete components, such~~receiving a channel at 1710MHz must cope with reflections in the environment as ~~band-pass filters, resonance elements, and varactor diodes to separate~~well as interference from a neighboring channel at 1660MHz picked up by the ~~desired~~receiving antenna. The transceiver must also compensate for distortion introduced by the strong signals ~~from~~out of the interfering signals. In high speed mobile environments, diversity combining of radio signals and multi-user MIMO, in which the desired signal is spread over multiple frequency bands, is achieved using multiple RF transceivers.transmitting antenna. Analog and digital signal processing is employed to ~~reconstruct~~improve SNR in the ~~original signal~~received and ~~to improve the signal-to-noise ratio. While diversity combining~~transmitted signals. Beamforming and MMIMO of radio signals also significantly improves ~~signal-to-noise~~SNR ratio, itbut requires sophisticated RF, analog and digital signal co-processing, and software expertise. Broadband reception and ~~diversity combining~~beamforming of RF signals in mobile environments are extremely difficult to implement due to the stringent size, cost, and power consumption constraints. Also, higher order modulation of communication signals ~~which enables maximization of~~requires extremely high SNR to maximize data capacity in a finite spectrum, ~~requires extremely high signal-to-noise or dynamic range,~~ which greatly increases the difficulty of implementing broadband systems.

Table of which could limit our ability to achieve the anticipated benefits and potential synergies from the acquisitions and have a material adverse effect on our business, operating results, and financial condition.Contents

~~Our business relationships, including customer relationships, and those of our acquired businesses may be subject to disruption due to uncertainty associated with the acquisitions.~~

In response to the completion of our recent acquisitions, customers, vendors, licensors, and other third parties with whom we do business or the acquired entities did business or otherwise have relationships may experience uncertainty associated with the acquisitions, and this uncertainty could materially affect their decisions with respect to existing or future business relationships with us. As a result, we are in many instances unable to evaluate the impact of the acquisition on certain assumed contract rights and obligations, including intellectual property rights.

These business relationships may be subject to disruption as customers and others may elect to delay or defer purchase or design-win decisions or switch to other suppliers due to the uncertainty about the direction of our offerings, any perceived unwillingness on our part to support existing legacy acquired products, or any general perceptions by customers or other third parties that impute operational or business challenges to us arising from the acquisitions. In addition, customers or other third parties may attempt to negotiate changes in existing business relationships, which may result in additional obligations imposed on us. These disruptions could have a material adverse effect on our business, operating results, and financial condition. Any loss of customers, customer products, design win opportunities, or other important strategic relationships could have a material adverse effect on our business, operating results, and financial condition and could have a material and adverse effect on the trading price or trading volume of our common stock.

In connection with the acquisition of Exar, we incurred $425.0 million of secured term loan indebtedness. We have since entered into an interest rate swap to hedge a substantial portion of our exposure to rising interest rates applicable to such indebtedness. We have not previously carried long-term indebtedness, which will adversely affect our operating results and cash-flows as we satisfy our underlying interest and principal payment obligations. We also have not previously engaged in hedging arrangements, which are subject to fair value measurement and hedge accounting rules and related documentation requirements. If we are unable to maintain favorable cash flow hedge accounting and changes in fair value of our interest rate swap are recorded in earnings, it may adversely affect our operating results.

MaxLinear financed the acquisition of Exar in part with a secured term loan facility in an aggregate principal amount of approximately $425.0 million. In November 2017, to hedge most of our existing interest rate risk, we entered into a fixed-for-floating interest rate swap agreement with an amortizing notional amount to swap a substantial portion of our variable rate LIBOR interest payments under the outstanding term loans for fixed interest payments bearing an interest rate of 1.74685%. Our outstanding debt is still subject to a 2.5% fixed applicable margin during the term of the loan. As a result of entering the swap, the interest rate on a substantial portion of our long-term debt is effectively fixed at approximately 4.25%. As of December 31, 2017, we had approximately $355.0 million of outstanding principal under the secured term loan facility. The term loan facility is secured by a first priority security interest in MaxLinear’s assets, subject to certain customary exceptions, as well as pledges of our equity interests in certain subsidiaries. Prior to the Exar acquisition, we had not previously carried long-term debt on our balance sheet and have financed our operations principally through working capital generated from operations as well as sales and issuances of our equity securities. Our indebtedness will continue to adversely affect our operating expenses through interest payment obligations and will continue to adversely affect our ability to use cash generated from operations as we repay interest and principal under the term loans. In addition, although the term loan provisions do not include financial covenants, they do include operational covenants that may adversely affect our ability to engage in certain activities, including certain financing and acquisition transactions, stock repurchases, guarantees, and similar transactions, without obtaining the consent of the lenders, which may or may not be forthcoming. Accordingly, outstanding indebtedness could adversely affect our operational freedom or ability to pursue strategic transactions that we would otherwise consider to be in the best interests of stockholders.

~~Specifically, our indebtedness could have important consequences to investors in our common stock, including the following:~~

~~our ability to obtain any necessary financing in the future for working capital, capital expenditures, debt service requirements, or other purposes may be limited or financing may be unavailable;~~

~~a substantial portion of our cash flows must be dedicated to the payment of principal and interest on our indebtedness and other obligations and will not be available for use in our business;~~

~~our level of indebtedness could limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate;~~

our high degree of indebtedness will make us more vulnerable to changes in general economic conditions and/or a downturn in our business, thereby making it more difficult for us to satisfy our obligations;

we are subject to a fixed rate of interest as a result of entering into a fixed-for-floating interest rate swap agreement in November 2017 to hedge against the potential that the interest rates applicable to our term loan will increase. Our interest rate under the term loan varies based on a fixed margin over either an adjusted LIBOR or an adjusted base rate. Interest rates, including LIBOR, have recently increased and may continue to increase in future periods. However, interest rate trends are inherently difficult to predict and interest rates may significantly increase or decrease over a short period of time. If interest rates were to decrease substantially, we would pay higher interest expense than market and, as a result, could seek to terminate or modify the terms of the swap prior to its maturity which could result in termination or other fees and the fair value of our interest rate swap may also decrease substantially;

we are also still subject to variable interest rate risk on the principal balance in excess of the notional amount of the interest rate swap because our interest rate under the term loan varies based on a fixed margin over either an adjusted LIBOR or an adjusted base rate. Interest rates, including LIBOR, have recently increased and may continue to increase in future periods. If interest rates were to increase substantially, it would adversely affect our operating results and could affect our ability to service the term loan indebtedness; and

our interest rate swap is accounted for as a cash flow hedge, which allows any changes in fair value of the interest rate swap to be classified in other comprehensive income rather than in earnings so long as the hedge is effective. To maintain our cash flow hedge accounting, we must keep contemporaneous documentation of the hedge, test hedge effectiveness during the term of swap and maintain a certain level of hedge effectiveness. If our hedge is deemed ineffective, we would be required to recognize changes in the fair value of the interest rate swap in earnings, which could adversely affect our operating results.

If we fail to make required debt payments, or if we fail to comply with other covenants in our debt service agreements, we would be in default under the terms of these agreements. Subject to customary cure rights, any default would permit the holders of the indebtedness to accelerate repayment of this debt and could cause defaults under other indebtedness that we have, any of which could have a material adverse effect on the trading price of our common stock.

We used substantially all of Exar’s available cash resources, proceeds from our term loan facility, and a sizeable portion of our cash resources to complete the acquisition and distribute the cash consideration payable to Exar stockholders. As a result, our available liquidity after the acquisition was reduced at the same time that the scope of our operations and cash requirements have increased, and we may be required to seek additional financing.

Under the terms of the merger agreement and in order to implement the distribution of the cash merger consideration to Exar’s stockholders, we were required to fund the balance of the cash merger consideration from our own cash and cash equivalents, cash and equivalents currently held by Exar, and the proceeds from the term loan facility. Consequently, substantially all of Exar’s available cash was used in connection with the acquisition, and our overall liquidity after completion of the acquisition was materially reduced relative to our prior liquidity even though we incurred substantial expenses and expect to incur additional restructuring costs as we integrate Exar’s business and operations. To the extent our cash needs are more than we currently anticipate, our board of directors and management may determine to seek financing to enhance our liquidity, which could involve the issuance of additional debt or equity securities. We cannot provide any assurances that additional financing will be available to us when and as needed or on terms that we believe to be commercially reasonable. To the extent we issue debt securities, such indebtedness would have rights that are senior to holders of equity securities and could contain covenants that restrict our operations. Any equity financing would be dilutive to our current stockholders. If we determine that

we require funding as a result of the acquisition but cannot obtain such funding on terms we consider to be reasonable, we may seek other methods to reduce our use of cash, including reductions in our research and development spending, which would be expected to have an adverse long-term effect on our business, operating results, and financial condition.

~~Servicing our indebtedness will require a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial indebtedness.~~

In connection with the term loan facility, we incurred $425.0 million in aggregate principal amount of senior indebtedness, of which approximately $355.0 million remained outstanding at December 31, 2017. Our substantial indebtedness may increase our vulnerability to any generally adverse economic and industry conditions.

Our ability to make scheduled payments of the principal and interest when due, or to refinance our borrowings under the term loan facility, will depend on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not continue to generate cash flow from operations in the future sufficient to satisfy our obligations under our indebtedness, and any future indebtedness we may incur and to make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as reducing or delaying investments or capital expenditures, selling assets, refinancing or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance the term loans or existing or future indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on the loan facility or future indebtedness.

~~We may still incur substantially more debt or take other actions, which would intensify the risks discussed immediately above.~~

We and our subsidiaries may, subject to any limitations in the terms of the term loan facility, incur additional debt, secure existing or future debt, recapitalize our debt or take a number of other actions that are not limited by the terms of our term loans that could have the effect of diminishing our ability to make payments under the indebtedness when due. If we incur any additional debt, the related risks that we and our subsidiaries face could intensify.

As part of a business unit divestiture, Exar agreed to indemnify the buyer of the business unit for an amount that could be up to the full purchase price received for breaches of representations and warranties, covenants and other matters under the applicable purchase agreement. If Exar were required to make payments in satisfaction of these indemnification obligations, it could have a material adverse effect on our operating results and financial condition.

Under the terms of the purchase agreement relating to the divested business unit, Exar agreed to indemnify the purchaser of the business unit for breaches of representations and warranties and covenants and for certain other matters. Exar also agreed to place $5.0 million of the total purchase price into an escrow account for a period of 18 months to partially secure its indemnification obligations under the purchase agreement; of this amount, $0.4 million has been released through December 31, 2017. In addition, Exar’s indemnification obligations for breaches of representations and warranties survive for 12 months from the closing of the sale transaction, except for breaches of representations and warranties covering intellectual property, which survive for 18 months, and breaches of representations and warranties of certain fundamental representations, which survive until the expiration of the applicable statute of limitations. Exar’s maximum indemnification obligation for breaches of representations and warranties, other than intellectual property and fundamental representations, is $13.6 million, its maximum indemnification obligation for breaches of intellectual property representations is $34.0 million, and its maximum indemnity obligation for breaches of fundamental representations is the full purchase price amount (approximately $136.0 million). The aggregate amount recovered by the purchaser in accordance with the indemnification provisions with respect to matters that are subject to the intellectual property representations, together with the aggregate amount recovered by the purchaser in accordance with the indemnification provisions with respect to matters that are subject to the general representations and warranties (other than fundamental representations), will in no event exceed $34.0 million.

~~We and Exar may have difficulty motivating and retaining key Exar personnel in light of the acquisition.~~

Uncertainty about the effect of the acquisition on our employees and those of Exar may have an adverse effect on MaxLinear. This uncertainty may impair our ability to retain and motivate them. Employee retention may be particularly challenging as our employees may experience frustrations during the integration process and uncertainty about their future roles with us following completion of the acquisition. MaxLinear must be successful at retaining and motivating key employees in order for the benefits of the transaction to be fully realized. If key employees depart because of issues relating to the uncertainty and difficulty of integration, we may incur significant costs in identifying, hiring, and retaining replacements for departing

employees, which could substantially reduce or delay our ability to realize the anticipated benefits of the acquisition and could have a material adverse effect on our business, operating results, and financial condition.

~~We have incurred and expect to continue to incur substantial expenses related to the operational integration of our recent acquisitions.~~

We have incurred and expect to continue to incur substantial expenses in connection with integrating the operations, technologies, and business systems of MaxLinear and acquired businesses. Business systems integration between the companies requires, and we expect it to continue to require into the foreseeable future, substantial management attention, including integration of information management, purchasing, accounting and finance, sales, and regulatory compliance functions. Numerous factors beyond our control could affect the total cost or the timing of expected integration expenses. Moreover, many of the expenses that will be incurred are by their nature difficult to estimate accurately at the present time. These expenses could, particularly in the near term, reduce the savings that we expect to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings related to the integration of the businesses. These integration expenses have resulted in MaxLinear’s taking significant charges against earnings following the completion of the acquisitions.

We have recorded goodwill ~~that~~and other intangible assets in connection with business acquisitions. Goodwill and other acquired intangible assets could become impaired and adversely affect our future operating results.

~~Our~~We account for business acquisitions ~~are accounted for~~as business combinations under the acquisition method of accounting ~~by MaxLinear~~ in accordance with accounting principles generally accepted in the United States. Under the acquisition method of accounting, the assets and liabilities of acquired businesses are recorded, as of completion, at their respective fair values and added to our assets and liabilities. Our reported financial condition and results of operations after completion of the acquisition reflect acquired businesses' balances and results but are not restated retroactively to reflect the historical financial position or results of operations of acquired businesses for periods prior to the acquisition. As a result, comparisons of future results against prior period results will be more difficult for investors.

Under the acquisition method of accounting, the total purchase price is allocated to net tangible assets and identifiable intangible assets of acquired businesses based on their fair values as of the date of completion of the acquisition. The excess of the purchase price over those fair values is recorded as goodwill. Our acquisitions have resulted in the creation of goodwill and recording of a large amount of intangible assets based upon the application of the acquisition method of accounting. To the extent the value of goodwill or other intangible assets become impaired, we may be required to incur material charges relating to such impairment. We conduct our annual goodwill and indefinite-lived intangible asset impairment analysis on October 31 each year, or more frequently if we believe indicators of impairment exist. Our reported financial condition and results of operations reflect the balances and results of the acquired businesses but are not restated retroactively to reflect the historical financial position or results of operations of acquired businesses for periods prior to the acquisitions. As a result, comparisons of future results against prior period results will be more difficult for investors. In addition, there can be no guarantee that acquired intangible assets, particularly in-process research and development, will generate revenues or profits that we include in our forecast that is the basis for their fair values as of the acquisition date. Any such impairment charges relating to goodwill or other intangible assets could have a material impact on our operating results in future periods, and the announcement of a material impairment could have ana material adverse effect on the trading price and trading volume of our common stock. For example, in the year ended December 31, 2017, we recognized IPR&D impairment losses of $2.0 million related principally to acquired Exar assets, in the year ended December 31, 2016, we recognized IPR&D impairment losses of $1.3 million related principally to acquired wireless infrastructure access assets, and in the year ended December 31, 2015, we recognized IPR&D impairment losses of $21.6 million related principally to acquired Entropic assets. As of December 31, ~~2017,~~2023, our balance sheet reflected goodwill of ~~$238.0~~$318.6 million and other intangible assets of ~~$315.0 million, including IPR&D intangible assets of $4.4 million, and~~$73.6 million. Consequently, we could recognize material impairment charges in the future.

Unanticipated changes in our tax rates or unanticipated tax obligations could affect our future results.

We are subject to income taxes in the United States, Singapore and various other foreign jurisdictions. The amount of income taxes we pay is subject to our interpretation and application of tax laws in jurisdictions in which we file. Changes in current or future laws or regulations, the imposition of new or changed tax laws or regulations or new interpretations by taxing authorities or courts could affect our results of operations and lead to volatility with respect to tax expenses and liabilities from period to period. For example, beginning in 2022, the Tax Cuts and Jobs Act, or the Tax Act, eliminated the option to deduct research and development expenditures currently and requires taxpayers to capitalize and amortize them over five or fifteen years pursuant to Internal Revenue Code Section 174. This has increased our effective tax rate and our cash tax payable since 2022. If the requirement to capitalize Section 174 expenditures is not modified, it may also impact our effective tax rate and our cash tax liability in future years. The application of tax laws and related regulations is subject to legal and factual interpretation, judgment and uncertainty. We cannot determine whether any legislative proposals may be enacted into law or what, if any, changes may be made to such proposals prior to their being enacted into law. If U.S. or international tax laws change in a manner that increases our tax obligation, it could result in a material adverse impact on our results of operations and our financial position. In addition, many countries are implementing legislation and other guidance to align their international tax rules with the Organisation for Economic Co-operation and Development’s, or OECD, Base Erosion and Profit Shifting recommendations and action plan that aim to standardize and modernize global corporate tax policy, including changes to cross-border tax, transfer pricing documentation rules, and nexus-based tax incentive practices. The OECD is also continuing discussions surrounding fundamental changes in allocation of profits among tax jurisdictions in which companies do business, as well as the implementation of a global minimum tax (namely the “Pillar One” and “Pillar Two” proposals). Some countries have implemented or intend to implement laws based on Pillar Two proposals, which may adversely impact our provision for income taxes, existing tax incentives, net income and cash flows. As a result of this heightened scrutiny, prior decisions by tax authorities regarding treatments and positions of corporate income taxes could be subject to enforcement activities, and legislative investigation and inquiry, which could also result in changes in tax policies or prior tax rulings. Any such changes may also result in the taxes we previously paid being subject to change.

Our income tax provision is subject to volatility and our ability to use our deferred tax assets to offset future taxable income may be limited since we are subject to tax examinations, which may adversely impact our future effective tax rate and operating results.

Excess tax benefits associated with employee stock-based compensation are included in income tax expense. However, since the amount of such excess tax benefits and deficiencies depend on the fair market value of our common stock, our income tax provision is subject to volatility in our stock price and in the future, could unfavorably affect our future effective tax rate.

Our future effective tax rate could be unfavorably affected by unanticipated changes in the valuation of our deferred tax assets and liabilities, and the ultimate use and depletion of these various tax credits and net operating loss carryforwards. Changes in our effective tax rate could have a material adverse impact on our results of operations. We record a valuation

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~~ITEM 1B.~~	~~UNRESOLVED STAFF COMMENTS~~

allowance to reduce our net deferred tax assets to the amount that we believe is more likely than not to be realized. In making such determination, we consider all available positive and negative evidence quarterly, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance. To the extent we believe it is more likely than not that some portion of our deferred tax assets will not be realized, we record a valuation allowance against the deferred tax asset. Realization of our deferred tax assets is dependent primarily upon future taxable income in the applicable jurisdiction. On a periodic basis we evaluate our deferred tax assets for realizability. Based upon our review of all positive and negative evidence, as of December 31, 2023, we continue to have a valuation allowance on state deferred tax assets, certain federal deferred tax assets, and certain foreign deferred tax assets in jurisdictions where we have cumulative losses or otherwise are not expected to utilize certain tax attributes. The impact of releasing some or all of such valuation allowance in a future period could be material in the period in which such release occurs. Additionally, the amount of the deferred tax asset considered realizable, however, could be adjusted in the subsequent periods if estimates of future taxable income are reduced or if objective negative evidence in the form of cumulative losses is present. Any future changes in the deferred tax asset realizability assertion may require a valuation allowance to reduce our deferred tax assets, which would increase our tax expense in the period the allowance is recognized and affect our results of operations.

Our corporate income tax liability could materially increase if tax incentives we have negotiated in Singapore cease to be effective or applicable or if we are challenged on our use of such incentives.

We operate under certain favorable tax incentives in Singapore which are effective through March 2027, and generally are dependent on our meeting certain headcount and investment thresholds. Such incentives allow certain qualifying income earned in Singapore to be taxed at reduced rates and are conditional upon our meeting certain employment and investment thresholds over time. If we fail to satisfy the conditions for receipt of these tax incentives, or to the extent U.S. or other tax authorities challenge our operation under these favorable tax incentive programs or our intercompany transfer pricing agreements, our taxable income could be taxed at higher federal or foreign statutory rates and our income tax liability and expense could materially increase beyond our projections. Each of our Singapore tax incentives is separate and distinct from the others, and may be granted, withheld, extended, modified, truncated, complied with or terminated independently without any effect on the other incentives. Absent these tax incentives, our corporate income tax rate in Singapore would generally be the 17% statutory tax rate. We are also subject to operating and other compliance requirements to maintain our favorable tax incentives. If we fail to comply with such requirements, we could lose the tax benefits and could possibly be required to refund previously realized material tax benefits. Additionally, in the future, we may fail to qualify for renewal of our favorable tax incentives or such incentives may not be available to us, which could also cause our future taxable income to increase and be taxed at higher statutory rates. Loss of one more of our tax incentives could cause us to modify our tax strategies and our operational structure, which could cause disruption in our business and have a material adverse impact on our results of operations. Further, there can be no guarantee that such modification in our tax strategy will yield tax incentives as favorable as those we have negotiated with Singapore. Our interpretations and conclusions regarding the tax incentives are not binding on any taxing authority, and if our assumptions about tax and other laws are incorrect or if these tax incentives are substantially modified or rescinded we could suffer material adverse tax and other financial consequences, which would increase our expenses, reduce our profitability and adversely affect our cash flows.

Investor confidence may be adversely impacted if we are unable to comply with Section 404 of the Sarbanes-Oxley Act of 2002, and as a result, our stock price could decline.

We are subject to rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley Act, which require us to include in our Annual Report on Form 10-K our management’s report on, and assessment of the effectiveness of, our internal controls over financial reporting.

If we fail to maintain the adequacy of our internal controls, there is a risk that we will not comply with all of the requirements imposed by Section 404. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. Any of these possible outcomes could result in an adverse reaction in the financial marketplace due to a loss of investor confidence in the reliability of our consolidated financial statements and could result in investigations or sanctions by the SEC, the Nasdaq Stock Market LLC, or Nasdaq, or other regulatory authorities or in stockholder litigation. Any of these factors ultimately could harm our business and could negatively impact the market price of our securities. Ineffective control over financial reporting could also cause investors to lose confidence in our reported financial information, which could adversely affect the trading price of our common stock.

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. However, our management, including our principal executive officer and principal financial officer, does not expect that our

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disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Risk Management and Strategy

We have established policies and processes for assessing, identifying, and managing material risk from cybersecurity threats, and have integrated these processes into our overall risk management systems and processes. We routinely assess material risks from cybersecurity threats, including any potential unauthorized occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein.

We conduct quarterly risk assessments to identify cybersecurity threats. These risk assessments include identifying reasonably foreseeable potential internal and external risks, the likelihood of occurrence and any potential damage that could result from such risks, and the sufficiency of existing policies, procedures, systems, controls, and other safeguards in place to manage such risks. As part of our risk management process, we may engage third party experts to help identify and assess risks from cybersecurity threats. Our risk management process also encompasses cybersecurity risks associated with our use of third-party service providers.

Following these risk assessments, we design, implement, and maintain reasonable safeguards to minimize the identified risks; reasonably address any identified gaps in existing safeguards; update existing safeguards as necessary; and monitor the effectiveness of our safeguards. We have allocated adequate resources and have designated high-level personnel, including our Chief Information Security Officer, to manage the cybersecurity risk assessment and mitigation process.

As part of our overall risk management program, we regularly provide required training to employees at all levels and in all departments on cybersecurity.

The Company also participates in a cybersecurity risk insurance policy.

For additional information regarding whether any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition, please refer to Item 1A, “Risk Factors,” in this annual report on Form 10-K , including the risk factors entitled “We have been and may in the future be subject to information technology failures, including security breaches, cyber-attacks, design defects or system failures, that could disrupt our operations, damage our reputation and adversely affect our business, operations, and financial results,” “We are subject to governmental laws, regulations and other legal obligations related to privacy, data protection, and cybersecurity,” and “We face risks related to security vulnerabilities in our products.”

Governance

One of the key functions of our Board of Directors is informed oversight of our risk management process, including risks from cybersecurity threats. Our Board of Directors is responsible for monitoring and assessing strategic risk exposure, and our executive officers are responsible for the day-to-day management of the material risks we face. Our Board of Directors administers its cybersecurity risk oversight function directly as a whole, as well as through the Cybersecurity Committee of the Board of Directors (the “Cybersecurity Committee”). Members of the Cybersecurity Committee are appointed by, and serve at the discretion of, the Board. The Cybersecurity Committee consists of at least three members of the Board, all of whom are independent. Each member has a working familiarity and/or experience with cybersecurity, IT strategy, IT development and deployment, or IT risk assessment and management, including information security management.

Our Chief Information Security Officer and the Cybersecurity Committee are primarily responsible to assess and manage material risks from cybersecurity threats. Our Chief Information Security Officer has twenty-five years of cybersecurity experience, has completed a Masters in Information Security Engineering, and holds several cybersecurity certifications.

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~~ITEM 2.~~	~~PROPERTIES~~

Our Chief Information Security Officer and the Cybersecurity Committee oversee key cybersecurity policies and processes, including those described in “Risk Management and Strategy” above. Our Chief Information Security Officer and the Cybersecurity Committee are informed about policies and processes to monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents.

Our Chief Information Security Officer and representatives from the Cybersecurity Committee provide quarterly briefings to the Audit Committee of the Board regarding our company’s cybersecurity risks and activities, including but not limited to any recent cybersecurity incidents and related responses, and any cybersecurity systems testing. The Audit Committee provides regular updates to the Board on relevant information regarding cybersecurity. In addition, our Chief Information Security Officer and representatives from the Cybersecurity Committee provide annual briefings to the Board on cybersecurity risks, related mitigation, and other related responses and activities.

Breaches

The last known cybersecurity breach occurred in 2020. The Company has not experienced any material cybersecurity breach in the years ended December 31, 2023, 2022 and 2021. The Company also has not incurred any net expenses from penalties and/or settlements from any material cybersecurity breaches during the years ended December 31, 2023, 2022, and 2021.

ITEM 2. PROPERTIES

Our corporate headquarters occupy approximately 68,000 square feet in Carlsbad, California under a lease that expires in ~~June 2022.~~December 2029. A full range of business and engineering functions are represented at our corporate headquarters, including a laboratory for research and development and manufacturing operations. In addition to our principal office spaces in Carlsbad, we have active leased facilities in Irvine, California; San Jose, California; Boston, Massachusetts; Burnaby, Canada; Bangalore and Chennai, India; Singapore; Taipei and Hsinchu, Taiwan; Shenzhen, Shanghai, and ~~Shanghai,~~Hong Kong, China; ~~Burnaby, Canada; Herzliya, Israel;~~Seoul, South Korea; Tokyo, Japan; Paterna, Spain; Villach, Austria; Munich, Germany; and in ~~Paterna, Spain.~~Petah Tikva, Israel.

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ITEM 3. LEGAL PROCEEDINGS


~~ITEM 3.~~	~~LEGAL PROCEEDINGS~~

Dispute with Silicon Motion

~~CrestaTech Litigation~~As previously disclosed, on July 26, 2023, MaxLinear terminated the Merger Agreement on multiple grounds. On August 16, 2023, Silicon Motion delivered to MaxLinear a notice, which Silicon Motion publicly disclosed, that it was purporting to terminate the Merger Agreement and that Silicon Motion would be commencing an arbitration before the Singapore International Arbitration Centre to seek damages from MaxLinear arising from MaxLinear’s alleged breaches of the Merger Agreement. Silicon Motion’s position is that MaxLinear’s Willful and Material Breaches (as such term is defined in the Merger Agreement) of the Merger Agreement prevented the Merger from being completed by August 7, 2023, and that MaxLinear is consequently liable for substantial monetary damages in excess of the termination fee as provided in the Merger Agreement.

On ~~January 21, 2014, CrestaTech Technology Corporation, or CrestaTech,~~October 5, 2023, Silicon Motion filed a ~~complaint for patent infringement against us~~Notice of Arbitration with the Singapore International Arbitration Centre alleging that MaxLinear breached the Merger Agreement. Silicon Motion seeks payment of the termination fee, additional damages, fees, and costs. The arbitration will be confidential.

MaxLinear believes that it properly terminated the Merger Agreement. MaxLinear remains confident in its decision and will vigorously defend its right to terminate the United States District Court of Delaware, or the District Court Litigation. In its complaint, CrestaTech alleges that we infringe U.S. Patent Nos. 7,075,585, or the '585 Patent and 7,265,792, or the '792 Patent. In addition to asking for compensatory damages, CrestaTech alleges willful infringement and seeksSilicon Motion transaction without penalty.

Class Action Complaint

On August 31, 2023, a ~~permanent injunction. CrestaTech also names Sharp Corporation, Sharp Electronics Corp. and VIZIO, Inc. as defendants based upon their alleged use of our television tuners.~~

~~On January 28, 2014, CrestaTech~~Silicon Motion stockholder filed a complaint with the U.S. International Trade Commission, or ITC, again naming, among others, us, Sharp, Sharp Electronics, and VIZIO, or the ITC Investigation. On May 16, 2014, the ITC granted CrestaTech’s motion to file an amended complaint adding six OEM Respondents, namely, SIO International, Inc., Hon Hai Precision Industry Co., Ltd., Wistron Corp., Wistron Infocomm Technology (America) Corp., Top Victory Investments Ltd. and TPV International (USA), Inc. which are collectively referred to with us, Sharp and VIZIO as the Company Respondents. CrestaTech’s ITC complaint alleged a violation of 19 U.S.C. § 1337 through the importation into the United States, the sale for importation, or the sale within the United States after importation of MaxLinear’s accused products that CrestaTech alleged infringe the same two patents asserted in the Delaware action. Through its ITC complaint, CrestaTech sought an exclusion order preventing entry into the United States of certain of our television tuners and televisions containing such tuners from Sharp, Sharp Electronics, and VIZIO. CrestaTech also sought a cease and desist order prohibiting the Company Respondents from engaging in the importation into, sale for importation into, the sale after importation of, or otherwise transferring within the United States certain of our television tuners or televisions containing such tuners.

On March 10, 2014, the court stayed the District Court Litigation pending resolution of the ITC Investigation. Per the Court’s request, on April 19, 2017, the parties submitted a status report in the District Court Litigation. In their report, the parties suggested that the District Court Litigation remain stayed pending the Federal Circuit’s decision in the appeal of the ‘585 IPRs, and any subsequent appeal thereof, as more fully described below. Because the Federal Court appeals described below have concluded, the parties are to file a joint status report in the District Court Litigation.

On December 15, 2014, the ITC held a trial in the ITC Investigation. On February 27, 2015, the Administrative Law Judge, or the ALJ, issued a written Initial Determination, or ID, ruling that the Company Respondents do not violate Section 1337 in connection with CrestaTech’s asserted patents because CrestaTech failed to satisfy the economic prong of the domestic industry requirement pursuant to Section 1337(a)(2). In addition, the ID stated that certain of our television tuners and televisions incorporating those tuners manufactured and sold by certain customers infringe three claims of the ‘585 Patent (claims 10, 12 and 13), and these three claims were not determined to be invalid. On April 30, 2015, the ITC issued a notice indicating that it intended to review portions of the ID finding no violation of Section 1337, including the ID’s findings of infringement with respect to, and validity of, the ‘585 Patent, and the ID’s finding that CrestaTech failed to establish the existence of a domestic industry within the meaning of Section 1337.

The ITC subsequently issued its opinion, which terminated its investigation. The opinion affirmed the findings of the ALJ that no violation of Section 1337 had occurred because CrestaTech had failed to establish the economic prong of the domestic industry requirement. The ITC also affirmed the ALJ's finding of infringement with respect to the three claims of the '585 Patent that were not held to be invalid.

On November 30, 2015, CrestaTech filed an appeal of the ITC decision with the United States Court of Appeals for the Federal Circuit, or the Federal Circuit. On March 7, 2016, CrestaTech voluntarily dismissed its appeal, resulting in a final determination of the ITC Investigation in our favor.

In addition, we have filed four petitions for inter partes review, or IPR, by the US Patent Office, two for each of the CrestaTech patents asserted against us. The Patent Trial and Appeal Board, or the PTAB, did not institute two of these IPRs as being redundant to IPRs filed by another party that were already underway for the same CrestaTech patent. The remaining two petitions were instituted or instituted-in-part meaning, together with the IPRs filed by third parties, there were six IPR proceedings instituted involving the two CrestaTech patents asserted against us.

In October 2015, the PTAB issued final decisions in two of the six pending IPR proceedings (one for each of the two asserted patents), holding that all of the reviewed claims are unpatentable. Included in these decisions was one of the three claims of the ‘585 Patent (claim 10) mentioned above in connection with the ITC’s final decision. CrestaTech appealed the PTAB’s decisions at the Federal Circuit. On November 8, 2016, the Federal Circuit issued an opinion affirming the PTAB’s finding of unpatentability.

In August 2016, the PTAB issued final written decisions in the remaining four pending IPR proceedings (two for each of the asserted patents), holding that many of the reviewed claims - including the two remaining claims of the ‘585 Patent which the ITC held were infringed - are unpatentable. The parties have appealed the two decisions related to the ‘585 Patent; however, no appeals were filed as to the PTAB’s rulings for the ‘792 Patent. The Federal Circuit heard oral argument on these appeals on December 4, 2017. On December 7, the Federal Circuit issued a Rule 36 affirmance in one of the '585 appeals, affirming that the two remaining claims that the ITC had ruled were valid and infringed (claims 12 and 13) are unpatentable. On January 25, 2018, the Federal Circuit issued its ruling in the other ‘585 appeal, vacating the Board’s ruling that certain claims were not unpatentable and remanding to the Board for further analysis of whether CrestaTech is estopped from arguing and/or has waived the right to argue whether six dependent claims are patentable.

~~As a result of these IPR decisions, all 13 claims that CrestaTech asserted against us in the ITC Investigation have been found to be unpatentable by the PTAB and the Federal Circuit.~~

On March 18, 2016, CrestaTech filed a petition for Chapter 7 bankruptcy in the Northern District of California. As a result of this proceeding, all rights in the CrestaTech asserted patents, including the right to control the pending litigation, were assigned to CF Crespe LLC, or CF Crespe. CF Crespe is now the named party in the pending IPRs, the Federal Circuit appeal and District Court Litigation.

We cannot predict the outcome of any appeal by CF Crespe or CrestaTech, the District Court Litigation, or the IPRs. Any adverse determination in the District Court Litigation could have a material adverse effect on our business and operating results.

~~Trango Systems, Inc. Litigation~~

On or about August 2, 2016, Trango Systems, Inc., or Trango, filed a complaint in the Superior Court of California, County of San Diego, Central Division, against defendants Broadcom Corporation, Inc., or Broadcom, and us, collectively, Defendants. Trango is a purchaser that alleges various fraud, breach of contract, and interference with economic relations claims in connection with the discontinuance of a chip line we acquired from Broadcom in 2016. Trango seeks unspecified general and special damages, pre-judgment interest, expenses and costs, attorneys’ fees, punitive damages, and unspecified injunctive and equitable relief. We intend to vigorously defend against the lawsuit. On June 23, 2017, the Court sustained our demurrer to each cause ofputative class action in the second amended complaint, filed on or about December 6, 2016. Trango filed its third amended complaint on or about July 13, 2017. On August 17, 2017 we filed a demurrer to each cause of action against us in the third amended complaint, as well as a motion to strike certain allegations. Trango’s oppositions to our demurrer and motion to strike are currently due on February 8, 2018 and the court hearing on our demurrer and motion to strike is scheduled for February 23, 2018. Discovery in the matter is currently stayed pending resolution of the demurrer and motion to strike.

We cannot predict the outcome of the Trango Systems, Inc. litigation. Any adverse determination in the Trango Systems, Inc. litigation could have a material adverse effect on our business and operating results.

~~Exar Shareholder Litigation~~

~~On April 18, 2017, The Vladimir Gusinsky Revocable Trust filed a~~ complaint in the United States District Court for the ~~Northern~~Southern District of California captioned Water Island Event-Driven Fund v. MaxLinear, Inc., No. 23-cv-01607 (S.D. Cal.), against ~~Exar, its board of directors,~~ MaxLinear and ~~Eagle Acquisition Corporation (a wholly owned subsidiary~~certain of ~~MaxLinear), captioned~~ its current officers. The ~~Vladimir Gusinsky Rev. Trust v. Exar Corp. et al., No. 5:17-CV-2150-SI (N.D. Cal.).~~complaint includes two claims: (1) an alleged violation of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder; and (2) an alleged violation of Section 20(a) of the Exchange Act. The complaint alleges that the defendants made false and misleading statements and/or omitted material facts that MaxLinear had a duty to disclose, concerning the Company’s ability and intention to timely close the merger with Silicon Motion, including that: (i) MaxLinear had allegedly decided it would not consummate the merger because the economic circumstances surrounding the merger had materially changed, including a material downturn in the semiconductor industry and rising interest rates; (ii) MaxLinear had allegedly determined to unilaterally terminate the merger in the event the merger was approved by SAMR; (iii) MaxLinear had allegedly intended to argue that certain conditions in Article 6 of the Merger Agreement had not been satisfied as required by May 5, 2023 as a basis to terminate the merger; and (iv) as a result, MaxLinear had allegedly materially misrepresented the viability of the merger, the purported benefits of the merger, and the likelihood that the merger would be consummated. The complaint seeks compensatory damages, including interest, costs and expenses and such other equitable or injunctive relief that the court deems appropriate. MaxLinear will vigorously defend its position. On ~~April 25, 2017, Richard E. Marshall~~December 20, 2023, the Court appointed the lead plaintiffs, who are expected to file an amended complaint by February 15, 2024. Defendants expect to answer or move to dismiss by March 29, 2024.

Comcast Litigation

On December 1, 2023, MaxLinear filed ~~a complaint~~claims against Comcast Management, LLC and Comcast Cable Communications, LLC (together, “Comcast”) in the United States District Court for the ~~Northern~~Southern District of ~~California against Exar~~New York. MaxLinear alleges that in 2020, MaxLinear shared its proprietary design and know-how for a full-duplex, or FDX, amplifier with Comcast in the hope of securing future business with Comcast. MaxLinear shared its ~~board of directors, captioned~~ ~~Marshall v. Exar Corp. et al., No. 3:17-CV-02334 (N.D. Cal.).~~design and know-how on several occasions, all pursuant to a non-disclosure agreement between MaxLinear and ~~Eagle Acquisition Corp. were~~Comcast, with the expectation that Comcast would keep the information confidential. Comcast needed this technology in order to effectively compete with fiber-optic internet providers. Instead of engaging MaxLinear to develop the FDX amplifier, Comcast shared MaxLinear’s proprietary designs with MaxLinear’s direct competitor. Comcast then worked with MaxLinear’s competitor to develop the FDX-amplifier technology. MaxLinear brought claims for trade secret misappropriation, unfair competition, and breach of the parties’ non-disclosure agreement, and it sought an unspecified amount of compensatory damages, punitive damages, pre-judgment and post-judgment interest, costs, expenses, and attorney fees as well as an injunction against Comcast’s use or disclosure of MaxLinear’s trade secrets.

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Dish Litigation

On February 10, 2023, Entropic Communications, LLC, or Entropic filed claims for patent infringement against Dish Network Corporation, Dish Network LLC, Dish Network Service, LLC, and Dish Network California Service Corporation (together, “Dish”). At that time, MaxLinear was not ~~named as defendants~~a party to the action. On September 21, 2023, Dish Network California Service Corporation (“Dish California”) filed four counterclaims against MaxLinear in the ~~Marshall~~ ~~action.~~United States District Court for the Central District of California. The ~~complaints generally alleged~~four claims are declaratory judgment, breach of contract, fraud and negligent misrepresentation, and civil conspiracy. Dish California alleges that when MaxLinear assigned certain patents to Entropic, MaxLinear violated its obligations owed to the Multimedia over Coax Alliance, or MoCA under MoCA’s Intellectual Property Rights (“IPR”) Policy. Dish California alleges that MaxLinear also allegedly violated the MoCA IPR Policy by failing to offer Dish California a fair, reasonable, and nondiscriminatory, or FRAND, license for these patents. Dish California seeks an unspecified amount of compensatory damages, disgorgement, attorneys’ fees, experts’ fees, and costs.

Cox Litigations

On October 6, 2023, Cox Communications, Inc., CoxCom, LLC, and Cox Communications California, LLC (together, “Cox”) filed claims in two separate actions against MaxLinear in the United States District Court for the Central District of California.

In the first action, in response to Entropic suing Cox for patent infringement, Cox filed counterclaims alleging that when MaxLinear assigned certain patents to Entropic, MaxLinear violated its obligations under MoCA’s IPR Policy by assigning these patents and by failing to offer Cox a FRAND license for these patents. Cox amended its counterclaims on January 9, 2024 and is asserting claims of breach of contract, unjust enrichment, and declaratory judgment against MaxLinear. Cox seeks an unspecified amount of compensatory damages, equitable relief, attorneys’ fees, expenses, and costs.

In the second action, in response to Entropic suing Cox for patent infringement, Cox filed counterclaims against MaxLinear. Cox alleges that MaxLinear granted CableLabs a non-exclusive, royalty-free license to all patents essential for compliance with DOCSIS specifications. It further alleges that MaxLinear breached this agreement when MaxLinear assigned certain patents to Entropic. Cox amended its counterclaims on January 9, 2024 and is asserting claims for breach of contract, unjust enrichment, and declaratory judgment. Cox seeks an unspecified amount of compensatory damages, equitable relief, attorneys’ fees, expenses, and costs.

The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. As of December 31, 2023, no material loss contingencies have been accrued for litigation and other legal claims in our consolidated financial statements, since our management currently does not believe that the merger with Exar offered inadequate consideration to Exar’s shareholders and that the Schedule 14D-9 filed by Exar in connection with the merger omitted material information. The complaints purported to bring class claims for violationultimate outcome of ~~sections 14(e), 14(d), and 20(a)~~any of the ~~Securities Exchange Act~~matters described above is probable. An unfavorable outcome of ~~1934 and SEC Rule 14d-9. The complaints sought certification~~these matters may be reasonably possible in excess of recorded amounts; however, a class; an injunction barring the merger or, if defendants enter into the merger, an order rescinding it or awarding rescissory damages; declaratory relief; and plaintiff’s costs, including attorneys’ fees and experts’ fees.

On or about May 3, 2017, the parties to the above-referenced lawsuits reached an agreement whereby plaintiffs voluntarily dismissed the claims brought by Mr. Marshall and The Vladimir Gusinsky Revocable Trust with prejudice (but without prejudice as to other membersreasonable estimate of the ~~putative class), defendants~~amount or range of such loss cannot be made ~~certain supplemental disclosures, and the plaintiffs would receive a mootness fee. On May 3, 2017, Exar made the supplemental disclosures contemplated by~~at this ~~agreement. On October 24, 2017, the parties entered a Settlement Agreement Regarding Claim for Mootness Fees pursuant to~~

~~which we agreed to pay counsel for the plaintiffs a mootness fee. We have now paid the fee, and with the execution of the settlement agreement, this litigation has been resolved.~~

time.

Other Matters

~~In addition, from~~From time to time, ~~we are~~the Company is subject to threats of litigation or actual litigation in the ordinary course of business as described in “Item 3 — Legal Proceedings,” some of which may be material. ~~Other than~~Results of litigation and claims are inherently unpredictable. Regardless of the ~~CrestaTech~~outcome, litigation and ~~Trango litigation described above, we believe that there are no~~claims can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other ~~currently pending litigation matters that, if determined adversely by us, would have a material effect on our business or that would not be covered by our existing liability insurance.~~factors.


~~ITEM 4.~~	~~MINE SAFETY DISCLOSURES~~

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II — FINANCIAL INFORMATION


~~ITEM 5.~~	~~MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information and Holders

~~In March 2010, we completed the initial public offering of our Class A common stock.~~ Our common stock ~~(formerly Class A common stock)~~ is traded on the ~~New York~~Nasdaq Stock ~~Exchange,~~Market LLC, or the ~~NYSE,~~Nasdaq, under the symbol MXL. ~~The following table sets forth, for the periods indicated, the high and low sale prices for our common stock (formerly Class A common stock) as reported by the NYSE:~~

Year Ended December 31, 2017
High Low
First Quarter (January 1, 2017 to March 31, 2017) $ 28.05
$ 21.44
Second Quarter (April 1, 2017 to June 30, 2017) $ 32.19
$ 26.62
Third Quarter (July 1, 2017 to September 30, 2017) $ 28.80
$ 20.67
Fourth Quarter (October 1, 2017 to December 31, 2017) $ 27.25
$ 23.02

Year Ended December 31, 2016
High Low
First Quarter (January 1, 2016 to March 31, 2016) $ 18.62
$ 13.49
Second Quarter (April 1, 2016 to June 30, 2016) $ 20.91
$ 15.86
Third Quarter (July 1, 2016 to September 30, 2016) $ 22.36
$ 17.30
Fourth Quarter (October 1, 2016 to December 31, 2016) $ 22.70
$ 18.37

~~On December 29, 2017, the last reported sales price of our common stock was $26.42 and, according~~According to our transfer agent, as of ~~February 12, 2018,~~January 24, 2024, there were 7654 record holders of our common stock. We believe we have approximately ~~21,000~~46,000 beneficial holders of our common stock.

Dividend Policy

We have never declared or paid cash dividends on our common stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our common stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our Board of Directors and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that our Board of Directors may deem relevant.

Stock Performance Graph

Notwithstanding any statement to the contrary in any of our previous or future filings with the SEC, the following information relating to the price performance of our common stock shall not be deemed “filed” with the SEC or “Soliciting Material” under the Exchange Act, or subject to Regulation 14A or 14C, or to liabilities of Section 18 of the Exchange Act except to the extent we specifically request that such information be treated as soliciting material or to the extent we specifically incorporate this information by reference.

The graph below compares the cumulative total stockholder return on our common stock with the cumulative total return on The Nasdaq Composite Index, The NYSE Composite Index and The Philadelphia Semiconductor Index. The period shown commences on December 31, ~~2012~~2018 and ends on December 31, ~~2017,~~2023, the end of our last fiscal year. The graph assumes an investment of $100 on December 31, ~~2012,~~2018, and the reinvestment of any dividends.

The comparisons in the graph below are required by the Securities and Exchange Commission and are not intended to forecast or be indicative of possible future performance of our common stock.

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Recent Sales of Unregistered Securities

In the years ended December 31, 2017, 2016 and 2015, we issued an aggregate of 0.1 million, 0.2 million and 0.2 million shares, respectively, of our Class B common stock to certain employees upon the exercise of options awarded under our 2004 Stock Plan. We received aggregate proceeds of approximately $0.1 million, $0.4 million and $0.4 million as a result of the exercise of these options in the years ended December 31, 2017, 2016 and 2015, respectively.

The sales and issuances of securities in the transactions described above were deemed to be exempt from registration prior to the conversion under the Securities Act of 1933, as amended, in reliance upon Rule 701 promulgated under Section 3(b) of the Securities Act of 1933, as amended, as transactions pursuant to compensatory benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of securities in each transaction represented their intentions to acquire

the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions. All recipients had adequate access, through employment or other relationships, to information about us. All certificates representing the securities issued in these transactions included appropriate legends setting forth that the securities had not been offered or sold pursuant to a registration statement and describing the applicable restrictions on transfer of the securities. None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering.

On March 29, 2017, all Class B common stock underlying then outstanding Class B stock options under the 2004 Stock Plan were converted on a one-for-one basis to a single class of common stock. We subsequently registered the underlying shares post-conversion with the U.S. Securities and Exchange Commission on Form S-8, which we filed on March 30, 2017. Prior to the conversion, each share of our Class B common stock was convertible at any time at the option of the holder into one share of our Class A common stock. In addition, each share of our Class B common stock would have converted automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain transfers described in our certificate of incorporation.None.

Recent Repurchases of Equity Securities

On February 16, 2017, we repurchased 12,500 shares of Class A common stock from a member of our board of directors, Steven C. Craddock, at $26.76 per share, which represents the closing price of our Class A common stock on the date of repurchase, for aggregate proceeds of $0.3 million. These shares were immediately cancelled upon repurchase. Such repurchase was approved by our Board of Directors. No plan or agreement exists with respect to future repurchases, either from Mr. Craddock or other directors.None.

~~The following table sets forth our repurchases of equity securities for the year ended December 31, 2017:~~

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Period (a) Total number of shares (or units) purchased (b) Average price paid per share (or unit) (c) Total number of shares (or units) purchased as part of publicly announced plans or programs (d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
January 1, 2017 to January 31, 2017 —
—
—
—
February 1, 2017 to February 28, 2017 12,500
$ 26.76
—
—
March 1, 2017 to March 31, 2017 —
—
—
—
April 1, 2017 to April 30, 2017 —
—
—
—
May 1, 2017 to May 31, 2017 —
—
—
—
June 1, 2017 to June 30, 2017 —
—
—
—
July 1, 2017 to July 31, 2017 —
—
—
—
August 1, 2017 to August 31, 2017 —
—
—
—
September 1, 2017 to September 30, 2017 —
—
—
—
October 1, 2017 to October 31, 2017 —
—
—
—
November 1, 2017 to November 30, 2017 —
—
—
—
December 1, 2017 to December 31, 2017 —
—
—
—
Total 12,500
—
—


~~ITEM 6.~~	~~SELECTED FINANCIAL DATA~~

We have derived the selected consolidated statement of operations data for the years ended December 31, 2017, 2016 and 2015 and selected consolidated balance sheet data as of December 31, 2017 and 2016 from our consolidated financial statements and related notes included elsewhere in this report. We have derived the consolidated statement of operations data for the years ended December 31, 2014 and 2013 and the consolidated balance sheet data as of December 31, 2015, 2014 and 2013 from our consolidated financial statements not included in this report. Our historical results are not necessarily indicative of the results to be expected for any future period. The following selected consolidated financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this report.

Years Ended December 31,
2017 2016 2015 2014 2013
(in thousands, except per share amounts)
Consolidated Statement of Operations Data:
Net revenue $ 420,318
$ 387,832
$ 300,360
$ 133,112
$ 119,646
Cost of net revenue 212,355
157,842
144,937
51,154
46,683
Gross profit 207,963
229,990
155,423
81,958
72,963
Operating expenses:
Research and development 112,279
97,745
85,405
56,625
53,132
Selling, general and administrative 105,831
64,454
77,981
34,191
32,181
IPR&D impairment losses 2,000
1,300
21,600
—
—
Restructuring charges 9,524
3,432
14,086
—
—
Total operating expenses 229,634
166,931
199,072
90,816
85,313
Income (loss) from operations (21,671 ) 63,059
(43,649 ) (8,858 ) (12,350 )
Interest income 274
572
275
236
222
Interest expense (10,378 ) (104 ) (100 ) (15 ) (4 )
Other income (expense), net (2,223 ) 163
568
(108 ) (199 )
Total interest and other income (expense), net (12,327 ) 631
743
113
19
Income (loss) before income taxes (33,998 ) 63,690
(42,906 ) (8,745 ) (12,331 )
Provision (benefit) for income taxes (24,811 ) 2,398
(575 ) (1,704 ) 402
Net income (loss) $ (9,187 ) $ 61,292
$ (42,331 ) $ (7,041 ) $ (12,733 )
Net income (loss) per share:
Basic $ (0.14 ) $ 0.96
$ (0.79 ) $ (0.19 ) $ (0.37 )
Diluted $ (0.14 ) $ 0.91
$ (0.79 ) $ (0.19 ) $ (0.37 )
Shares used to compute net income (loss) per share:
Basic 66,252
63,781
53,378
36,472
34,012
Diluted 66,252
67,653
53,378
36,472
34,012

As of December 31,
2017 2016 2015 2014 2013
(in thousands)
Consolidated Balance Sheet Data:
Cash, cash equivalents, restricted cash, and short- and long-term investments, available-for-sale $ 74,412
$ 136,805
$ 130,498
$ 79,351
$ 86,354
Working capital 124,918
158,304
134,170
67,668
56,558
Total assets 824,862
422,652
334,505
135,711
124,929
Total stockholders’ equity 387,424
352,424
262,924
99,102
86,674


~~ITEM 7.~~	~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

Forward-Looking Statements

The following discussion and analysis of the financial condition and results of our operations should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this report. This discussion contains forward-looking statements that involve a number of risks, uncertainties, and ~~uncertainties. Our~~assumptions that could cause our actual results ~~could~~to differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the ~~section~~sections titled “Business” and “Risk Factors” included elsewhere in this report.

Overview

We are a provider of ~~radio frequency, or RF, high-performance analog,~~communications SoCs used in broadband, mobile and ~~mixed-signal communications systems-on-chip solutions for the connected home, wired and wireless~~wireline infrastructure, data center, and industrial and multi-market applications. Our customers include electronics distributors, module makers, original equipment manufacturers, or OEMs, and original design manufacturers, or ODMs, who incorporate the Company’s products in a wide range of electronic devices including cable DOCSIS broadband modems and gateways; wireline connectivity devices for in-home networking applications; RF transceivers and modems for wireless carrier access and backhaul infrastructure; fiber-optic modules for data center, metro, and long-haul transport networks; video set-top boxes and gateways; hybrid analog and digital televisions, direct broadcast satellite outdoor and indoor units; and power management and interface products used in these and a range of other markets. We are a fabless integrated circuit design company whose products integrate all or substantial portions of a ~~broadband~~high-speed communication ~~system.~~system, including RF, high-performance analog, mixed-signal, digital signal processing, security engines, data compression and networking layers, and power management. In most cases, these products are designed on a single silicon-die, using standard digital CMOS manufacturing processes and conventional packaging technologies. Importantly, our ability to design analog and mixed-signal circuits in CMOS allows us to efficiently combine analog functionality and complex digital signal processing logic in the same integrated circuit. As a result, we believe our solutions have exceptional levels of functional integration and performance, low manufacturing cost, and reduced power consumption versus competition. These solutions also enable shorter design cycles, significant design flexibility and low system-level cost across a range of markets.

Our ~~net revenue has grown from approximately $0.6 million~~customers include electronics distributors, module makers, OEMs and ODMs, which incorporate our products in ~~fiscal 2006 to $420.3 million~~a wide range of electronic devices. Examples of such devices include radio transceivers and modems for 4G/5G base-station and backhaul infrastructure; optical transceivers targeting hyperscale data centers; Wi-Fi and wireline routers for home networking; broadband modems compliant with DOCSIS, PON, and DSL; as well as power management and interface products used in ~~fiscal 2017.~~ these and many other markets.

In ~~fiscal 2017, our~~the year ended December 31, 2023, net revenue was $693.3 million, which was derived ~~primarily~~in part from sales of RF receivers and RF receiver ~~systems-on-chip~~SoC and connectivity solutions into broadband operator voice and data modems and gateways and connectivity adapters, global analog and digital RF receiver products, ~~for analog and digital pay-TV applications,~~ radio and modem solutions into wireless carrier access and backhaul infrastructure platforms, high-speed optical interconnect solutions sold into optical modules for data-center, metro and long-haul networks, and high-performance interface and power management solutions into a broad range of communications, industrial, automotive and multi-market applications. Our ability to achieve revenue growth in the future will depend, among other factors, on our ability to further penetrate existing markets; our ability to expand our target addressable markets by developing new and innovative products; changes in government trade policies; and our ability to obtain design wins with device manufacturers, in particular manufacturers of ~~set-top boxes,~~ data modems, and gateways for the broadband service provider, ~~and Pay-TV industries, manufacturers selling into the smartphone market,~~ storage networking market, cable infrastructure market, industrial and automotive markets, and optical module and telecommunications infrastructure markets.

Products shipped to Asia accounted for ~~89%~~75%, ~~93%~~82% and ~~91%~~83% of net revenue during the years ended ~~December 31, 2017, 2016~~2023, 2022 and ~~2015, respectively.~~2021, respectively, including 37%, 43% and 40%, respectively, from products shipped to Hong Kong and 11%, 16% and 12%, respectively, from products shipped to mainland China and 13% from products shipped to Vietnam in 2021. Although a large percentage of our products is shipped to Asia, we believe that a significant number of the systems designed by these customers and incorporating our semiconductor products are then sold outside Asia. For example, ~~we believe~~ revenue generated from sales of our ~~digital terrestrial set-top box~~ products during the years ended December 31, ~~2017, 2016~~2023, 2022 and 2015 related principally to sales to Asian set-top box manufacturers delivering products into Europe, Middle East, and Africa, or EMEA markets. Similarly, revenue generated from sales of our cable modem products during the years ended December 31, 2017, 2016 and 20152021 related principally to sales to Asian ODMs and contract manufacturers delivering products into European and North American markets. To date, ~~most~~all of our sales have been denominated in United States dollars. There is a growing portion of our business, related specifically to our high-speed optical interconnect products, that are shipped to, and are ultimately consumed in Asian markets, with the majority of these products being purchased by end customers in China.

A significant portion of our net revenue has historically been generated by a limited number of customers. Sales to customers comprise both direct sales to customers and indirect sales through distributors. In the year ended December 31, ~~2017,~~2023, one ~~of our customers, Arris,~~customer accounted for ~~25%~~10% of our net revenue, and our ten largest customers collectively accounted for ~~58%~~54% of our net revenue, of which distributor customers accounted for 16% of our net revenue. In the year ended December 31, ~~2016,~~2022, two of our customers ~~Arris and Technicolor (which includes Cisco's former connected devices business),~~ accounted for ~~37%~~31% of our net revenue, and our ten largest customers collectively accounted for ~~74%~~65% of our net ~~revenue. Sales to Arris as a percentage~~revenue, of ~~revenue include sales to Pace,~~ which ~~was acquired by Arris in January 2016, for the year ended December 31, 2016.~~distributor customers comprised 18% of our net revenue. In the year ended December 31, ~~2015,~~2021, two of our direct customers ~~Arris, and Technicolor (which includes Cisco's former connected devices business),~~ accounted for ~~41%~~26% of our net revenue, and our ten largest customers collectively accounted for ~~76%~~69% of our net ~~revenue. In November 2015, Technicolor completed its purchase~~revenue, of ~~Cisco’s connected devices business. For the year ended December 31, 2015, the revenue percentage did not include the 1% revenue percentage for Technicolor.~~which distributor customers comprised 27% of our net revenue. For certain customers, we sell multiple products into disparate end user applications such as cable modems ~~satellite set-top boxes~~ and broadband gateways.

Our business depends on winning competitive bid selection processes, known as design wins, to develop ~~semiconductors~~integrated circuits for use in our customers’ products. These selection processes are typically lengthy, and as a result, our sales cycles will vary based on the specific market served, whether the design win is with an existing or a new customer and whether our product being designed in our customer’s device is a first generation or subsequent generation product. Our customers’ products can be complex and, if our engagement results in a design win, can require significant time to define, design and result in volume production. Because the sales cycle for our products is long, we can incur significant design and development expenditures in circumstances where we do not ultimately recognize any revenue. We do not have any long-term purchase commitments with any of our customers, all of whom purchase our products on a purchase order basis. Once one of our products is incorporated into a customer’s design, however, we believe that our product is likely to remain a component of the customer’s product for its life cycle because of the time and expense associated with redesigning the product or substituting an alternative chip. Product life cycles in our target markets will vary by application. For example, in the hybrid television market, a design-in can have a product life cycle of 9 to 18 months. In the terrestrial retail digital set-top box market, a design-in can have a product life cycle of 18 to 24 months. In the cable operatorbroadband data modem and ~~satellite~~ gateway sectors, a design-in can have a product life cycle of 24 to 4860 months. In the industrial and wired and wireless infrastructure markets, a design-in can have a product life cycle of 24 to 6084 months and beyond.

Impact of Global Economic Uncertainty and Inventory Build

Inflation and uncertainty in customer demand and the worldwide economy has continued, and we expect to experience continued decline in our sales and revenues in the first quarter of 2024. In particular, we believe an economic slowdown and inventory oversupply in the channel could continue to add to volatility in managing the business. In addition, inventory oversupply could potentially lead to more inventory write-downs, including charges for any excess or obsolete inventory which could negatively impact our gross margins. However, the magnitude of such volatility on our business and its duration is uncertain and cannot be reasonably estimated at this time. As supplier lead times continue to stabilize, we have seen and expect to continue to see a more normalized demand-planning horizon. While we expect inventory to remain elevated in the near term, we expect channel inventory will continue to decline thereafter.

Terminated Silicon Motion Merger

On ~~April 30, 2015,~~May 5, 2022, we entered into an agreement and plan of merger, or the Merger Agreement, with Silicon Motion Technology Corporation, or Silicon Motion, an exempted company with limited liability incorporated under the Law of the Cayman Islands, pursuant to which, subject to the terms and conditions thereof, we agreed to acquire Silicon Motion pursuant to a statutory merger of Shark Merger Sub, a wholly-owned subsidiary of MaxLinear, with and into Silicon Motion, with Silicon Motion surviving the merger as a wholly-owned subsidiary of MaxLinear. Silicon Motion is a provider of NAND flash controllers for solid state drives and other solid state storage devices.

On July 26, 2023,we terminated the Merger Agreement and notified Silicon Motion that we were relieved of our obligations to close because, among other reasons, (i) certain conditions to closing set forth in the Merger Agreement were not satisfied and were incapable of being satisfied, (ii) Silicon Motion had suffered a Material Adverse Effect that was continuing, (iii) Silicon Motion was in material breach of representations, warranties, covenants, and agreements in the Merger Agreement that gave rise to the right of the Company to terminate, and (iv) in any event, the First Extended Outside Date had passed and was not automatically extended because certain conditions in Article 6 of the Merger Agreement were not satisfied or waived as of May 5, 2023. Under the terms of the Merger Agreement, MaxLinear was not required to pay a break-up fee or other fee as a result of the termination of the Merger Agreement on these grounds. On August 16, 2023, Silicon Motion delivered a notice to us, which Silicon Motion publicly disclosed, that it was purporting to terminate the Merger Agreement and that Silicon Motion would be commencing an arbitration to seek damages from us arising from our alleged breaches of the Merger Agreement. Undefined capitalized terms in this paragraph have the same meaning as in the Merger Agreement.

On October 5, 2023, Silicon Motion filed a Notice of Arbitration with the Singapore International Arbitration Centre alleging that we breached the Merger Agreement. See Part I, Item 3 (Legal Proceedings) of this report for more information on legal proceedings related to the termination of the Merger Agreement.

The second amended and restated commitment letter dated October 24, 2022 with Wells Fargo Bank, N.A., or Wells Fargo Bank, and other lenders, and related financing commitments for the previously pending (now terminated) merger were also terminated upon termination of the Merger Agreement. As a result of the termination of the financing, the Company was required to pay to Wells Fargo Bank a ticking fee of $18.3 million, which is included in other income (expense), net in the year ended December 31, 2023.

Acquisition of Company Y

On January 17, 2023, the Company completed its acquisition of ~~Entropic. Pursuant~~a business, or Company Y, pursuant to a Purchase and Sale Agreement, or the Purchase Agreement. The transaction consideration included $9.8 million in cash. In addition, Company Y stockholders may receive up to an additional $2.6 million in potential contingent consideration, subject to the ~~terms~~acquired business satisfying certain personnel objectives by June 17, 2024.

Company Y is headquartered in Bangalore, India and operates as a provider of engineering design services.

Workforce Reductions

During the merger agreement or merger agreements dated as of February 3, 2015, by and among MaxLinear, Entropic, and two wholly-owned subsidiaries of the Company, all of the Entropic outstanding shares were converted into the right to receive consideration consisting of cash and shares of our Class A common stock. We paid an aggregate of $111.1 million in cash and issued an aggregate of 20.4 million shares of our Class A common stock to the stockholders of Entropic. In addition, we assumed all outstanding Entropic stock options and unvested restricted stock units that were held by continuing service providers (as defined in the merger agreement). The Company used Entropic’s cash and cash equivalents to fund a significant portion of the cash portion of the merger consideration and, to a lesser extent, our own cash and cash equivalents.

~~On April 28, 2016,~~year ended December 31, 2023, we entered into ~~an asset purchase agreement~~two plans of restructuring to reduce our workforce, or the Workforce Reductions. The Workforce Reductions are intended to align our operational needs with ~~Microsemi Storage Solutions, Inc., formerly known as PMC-Sierra, Inc., or Microsemi,~~the changes in macroeconomic conditions and ~~consummated~~ the ~~transactions contemplated~~demand environment while continuing to support the long-term business strategy by reducing our operating expenses.

As a result of the ~~asset purchase agreement. We paid cash consideration of $21.0~~Workforce Reductions, in the year ended December 31, 2023, we incurred $19.8 million ~~for~~in restructuring costs primarily related to severance costs and related expenses, and estimate that we will incur approximately $30 million to $40 million in restructuring costs in 2024 upon notice to the purchase of certain wireless access assets of Microsemi's wireless infrastructure access business, and assumed certain specified liabilities. The assets acquired include, among other things, radio frequency and analog/mixed signal patents and other intellectual property, in-production and next-generation RF transceiver designs, a workforce-in-place, and other intangible assets, as well as tangible assets that include but are not limited to production masks and other production related assets, inventory, and other property, plant, and equipment. The liabilities assumed include, among other things, product warranty obligations and accrued vacation and severance obligations forremaining affected employees of the ~~wireless infrastructure access business that were rehired by the Company.~~

~~On May 9, 2016, we entered into a definitive agreement to purchase certain assets and assume certain liabilities~~Workforce Reductions. Approximately two-thirds of the ~~wireless infrastructure backhaul business of Broadcom Corporation, or Broadcom. On July 1, 2016, we consummated~~cost is estimated to be statutory severance benefits in the ~~transactions contemplated by~~jurisdictions in which the ~~purchase agreement~~terminated employees were employed and ~~paid aggregate cash consideration of $80.0 million and hired certain employees~~a significant amount of the ~~wireless infrastructure backhaul business.~~remaining one-third of the cost represents non-cash charges related to exiting facilities and writing off of related assets. The assets acquired include, among other things, digital baseband, radio frequency, or RF, and analog/mixed signal patents and other intellectual property, in-production and next-generation digital baseband and RF transceiver integrated circuit and reference platform designs, a workforce-in-place, and other intangible assets, as well as tangible assets that include but are not limited to production masks and other production related assets, inventory, and other property and equipment. The liabilities assumed include, among other things, product warranty obligations, liabilities for technologies acquired, and a payable to Broadcom as reimbursementestimate of costs ~~associated with~~that we expect to incur, and the ~~termination of those employees of the wireless infrastructure backhaul business who were not hired by MaxLinear upon the closing of the acquisition. For more information, please refer~~timing thereof, are subject to ~~Note 3 of our consolidated financial statements.~~

~~The acquired assets and liabilities, together with the rehired employees for each of these acquisitions, represent businesses as defined in ASC 805,~~ ~~Business Combinations. We have integrated the acquired assets and rehired employees into our existing business.~~

~~Recent Developments~~

~~which prior~~currently contemplated due to the conversion was, and remains, 550,000,000 shares. However, our total number of authorized shares of capital stock was reduced from 1,575,000,000 to 1,509,554,147, to account for the retirement of the Class A shares and Class B sharesevents that were outstanding at the time of the conversion. Following the conversion, our authorized capital stock includes 441,123,947 Class A shares and 493,430,200 Class B shares, which represents Class A shares and Class B shares that were authorized but unissued at the time of the conversion. No additional Class A shares or Class B shares will be issued following the conversion.

On April 4, 2017, we consummated the transactions contemplated by a share and asset acquisition agreement with Marvell Semiconductor Inc., or Marvell, to purchase certain assets and assume certain liabilities of Marvell’s G.hn business, including its Spain legal entity, for aggregate cash consideration of $21.0 million. We also hired certain employees of the G.hn business outside of Spain and assumed employment obligations of the Spanish entity we acquired, which is now a subsidiary of MaxLinear. The assets acquired include, among other things, patents and other intellectual property, a workforce-in-place and other intangible assets, as well as tangible assets that include but are not limited to production masks and other production related assets, inventory and other property and equipment. The liabilities assumed include, among other things, product warranty obligations and accrued vacation and severance obligations for employees who joined MaxLinear and its subsidiariesmay occur as a result of, ~~the transaction. The acquired assets and assumed liabilities, together~~or associated with, the ~~employees, represent a business as defined in ASC 805, Business Combinations.~~Workforce Reductions. We ~~are integrating the acquired assets and~~expect to complete informing affected employees ~~into our existing business.~~

On May 12, 2017, pursuant to the March 28, 2017 Agreement and Plan of Merger, Eagle Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of MaxLinear merged with and into Exar Corporation, or Exar, with Exar surviving as a wholly owned subsidiary of MaxLinear. Under this Agreement and Plan of Merger, we agreed to acquire Exar's outstanding common stock for $13.00 per share in cash. We also assumed certain of Exar's stock-based awards in the merger. We paid aggregate cash consideration of $688.1 million, including $12.7 million of cash paid to settle certain stock-based awards that were not assumed by us in the merger. We funded the transaction with cash from the balance sheet of the ~~combined companies, including $235.8 million~~Workforce Reductions by the end of ~~cash from Exar, and~~ the ~~net proceeds~~first quarter of approximately $416.8 million under a secured term loan facility in an aggregate principal amount of $425.0 million. The facility is available (i) to finance the Merger, refinance certain existing indebtedness of Exar and its subsidiaries, and fund all related transactions, (ii) to pay fees and expenses incurred in connection therewith and (iii) for working capital and general corporate purposes. The term loan facility has a seven-year term and the term loans bear interest at either an Adjusted LIBOR or an Adjusted Base Rate, plus a fixed applicable margin.2024.

risks and uncertainties that could affect our ability to achieve these and other strategic objectives of our acquisitions, please refer to Part I, Item 1A, “Risk Factors” under the subsection captioned “Risks Relating to Recent Acquisitions.”

Critical Accounting ~~Policies and~~ Estimates

Management’s discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements which are prepared in accordance with accounting principles that are generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, related disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. We continually evaluate our estimates and judgments, the most critical of which are those related to business combinations, revenue recognition, ~~allowance for doubtful accounts,~~ inventory valuation, production masks, goodwill and other intangible assets valuation, and income ~~taxes and stock-based compensation.~~taxes. We base our estimates and judgments on historical experience and other factors that we believe to be reasonable under the circumstances. Materially

different results can occur as circumstances change and additional information becomes known.

We believe that the following accounting ~~policies~~estimates we have identified as critical involve a greater degree of judgment and complexity than our other accounting policies. Accordingly, these are the ~~policies~~estimates we believe are the most critical to understanding and evaluating our consolidated financial condition and results of operations. Refer to Note 1 to our consolidated financial statements included elsewhere in this report for a summary of each of the related accounting policies.

Business Combinations

Estimates in our business combination accounting that involve a significant level of estimation uncertainty include the valuation of identifiable intangible and tangible assets such as inventory, property and equipment, and intangible assets including in-process research and development, or IPR&D, and contingent consideration, which involve the use of forecasted financial information available at the acquisition date, including application of revenue growth rates and margin percentages, and use of a discount rate and various other assumptions as described in more detail in Notes 1 and 3 to our consolidated financial statements. When reported amounts are material, they may be sensitive to changes to certain assumptions used in the valuation. If the discount rate used in our valuations increased by 1%, it would result in a decrease to the valuation of intangible assets of an immaterial amount for our 2023 and 2021 acquisitions. The amortization and depreciation of such assets, and change in fair value of contingent consideration, impact our consolidated financial results in periods subsequent to the acquisition, and such amounts are disclosed in our consolidated financial statements. During the year ended December 31, 2023 and 2022, we recorded impairment of intangible assets of $2.4 million and $2.8 million, respectively, associated with certain acquired licensed technology. During the year ended December 31, 2021, we did not record any material adjustments to the valuation of such assets, goodwill, or subsequent period adjustments to the consolidated statements of operations associated with our other business combinations.

Revenue Recognition

~~Revenue is generated from sales~~Estimates in our revenue recognition that involve a significant level of ~~our integrated circuits. We recognize revenue when all~~estimation uncertainty include the estimates of ~~the following criteria are met: 1) there is persuasive evidence that an arrangement exists, 2) delivery of goods has occurred, 3) the sales~~ price ~~is fixed or determinable~~adjustments and 4) collectability is reasonably assured. Title to product transfers to customers either when it is shipped to or received by the customer, based on the terms of the specific agreement with the customer.

Revenue is recorded based on the facts at the time of sale. Transactions for which we cannot reliably estimate the amount that will ultimately be collected at the time the product has shipped and title has transferred to the customer are deferred until the amount that is probable of collection can be determined. Items that are considered when determining the amounts that will be ultimately collected are a customer’s overall creditworthiness and payment history, customer rights to return unsold product, customer rights to price protection, customer payment terms conditioned on sale or use of product by the customer, or extended payment terms granted to a customer.

~~A portion of our revenues are generated from sales made through distributors, some of which are~~returns under ~~agreements allowing for pricing credits and/or~~contractual stock rotation rights based on our analysis of ~~return. Pricing credits~~expected value of actual price adjustment claims by distributors and product historical return rates. Any changes to such estimates, for example differences in actual sell-through activity versus our ~~distributors may result from~~estimate of sell-through activity in our price ~~protection~~adjustments, or actual vs. historical return rates, may impact our consolidated financial results in periods subsequent to recording those estimates, and unit rebate provisions, among other factors. These pricing credits and/or stock rotation rights prevent us from being able to reliably estimate the final sales price of the inventory sold and the amount of inventory that could be returned pursuant to these agreements. As a result, for some sales through distributors, we have determined that it does not meet all of the required revenue recognition criteria at the time we deliver our products to distributors as the final sales price is not fixed or determinable. For such sales, revenue is not recognized until product is shipped to the end customer, which is when the amount that will ultimately be collected is fixed or determinable. Upon shipment of product to these distributors, title to the inventory transfers to the distributor and the distributor is invoiced, generally with 30 to 60 day terms. On shipments to our distributors where revenue is not recognized, we record a trade receivable for the selling price as there is a legally enforceable right to payment, relieving the inventory for the carrying value of goods shipped since legal title has passed to the distributor, and record the corresponding gross profitamounts are disclosed in our consolidated balance sheet as a component of deferred revenue and deferred profit, representing the difference between the receivable recorded and the cost of inventory shipped. We also accept orders or amendments to orders with non-cancellable and non-refundable, or NCNR, terms with fixed pricing. For such transactions, revenue is not deferred. As of January 1, 2018, all sales to distributors will be recognized upon shipment and estimates of future pricing credits and/or stock rotation rights from the Company's distributors will reduce related revenues. Iffinancial statements. Other than our estimates of ~~such credits~~sell-through activity and ~~rights~~customer return rates, there are ~~materially inaccurate, it may~~no assumptions inherent in our estimates in the valuation of price adjustments and returns that would result in ~~adjustments that affect future revenues and gross profits.~~

~~We record reductions in revenue for estimated pricing adjustments related~~sensitivity of reported amounts to price protection agreements with our end customers in the same period that the related revenue is recorded. Price protection pricing adjustments are recorded at the time of sale as a reduction to revenue and an increase in our accrued liabilities. The amount of these reductions is based on specific criteria included in the agreements and other factors known at the time. We accrue 100% of potential price protection adjustments at the time of sale and do not apply a breakage factor. We de-recognize the accrual for unclaimed price protection amounts as specific programs contractually end or when we believe unclaimed amounts are no longer subject to payment and will not be paid.

~~Revenues from sales through our distributors accounted for 34%, 19% and 13% of net revenue for~~such assumptions. During the years ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015, respectively.~~

~~Allowance for Doubtful Accounts~~

We perform ongoing credit evaluations of our customers and assess each customers’ credit worthiness. We monitor collections and payments from our customers and maintain an allowance for doubtful accounts based upon our historical experience, our anticipation of uncollectible accounts receivable and any specific customer collection issues that2021 we have identified. While our credit losses have historically been insignificant, we may experience higher credit loss rates in the future than we have in the past. Our receivables are concentrated with relatively few customers. Therefore, a significant change in the liquidity or financial position ofnot recorded any ~~one significant customer could make collection of our accounts receivable more difficult, require us~~material adjustments to ~~increase our allowance for doubtful accounts and negatively affect our working capital.~~such estimates.

Inventory Valuation

~~We assess~~Estimates in the ~~recoverability~~valuation of inventory that involve a significant level of estimation uncertainty include our estimates of excess and obsolete inventory based on forecasts of future demand for our products in inventory. Any changes to such estimates, for example differences in actual sales versus our estimates of demand, or conversely, the ultimate sell-through of fully reserved inventory for which we did not anticipate any future demand, impact our consolidated financial results in periods subsequent to recording those estimates. Other than our forecasts of future demand, there are no assumptions about demand and market conditions. Forecasted demand is determined based on historical sales and expected future sales. Inventory is stated at the lower of cost or net realizable value. Cost approximates actual cost on a first-in, first-out basis and net realizable value is the estimated selling priceinherent in our estimates in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. We reduce our inventory to its lower of cost or net realizable value on a part-by-part basis to account for its obsolescence or lack of marketability. Reductions are calculated as the difference between the costvaluation of inventory that would result in sensitivity of reported amounts to such assumptions. During the years ended December 31, 2023, 2022 and ~~its~~2021, we have not recorded any material net ~~realizable value based upon assumptions about future demand, market conditions and costs. Once established, these~~ adjustments are considered permanent and are not revised until the related inventory is sold or disposed of. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required that may adversely affect our operating results. If actual market conditions are more favorable, we may have higher gross profits when products are sold.

~~Production Masks~~

Production masks with alternative future uses or discernible future benefits are capitalized and amortized over their estimated useful life of two years. To determine if the production mask has alternative future uses or benefits, we evaluate risks associated with developing new technologies and capabilities, and the related risks associated with entering new markets. Production masks that do not meet the criteria for capitalization are expensed as research and development costs.

~~Business Combinations~~

~~We apply the provisions of ASC 805,~~ ~~Business Combinations~~, in accounting for our acquisitions. ASC 805 requires us to recognize separately from goodwill the assets acquired and the liabilities assumed, at the acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the acquisition date fair values of the net assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations.

~~Costs to exit or restructure certain activities of an acquired company or our internal operations are accounted for as termination and exit costs pursuant to ASC 420,~~ ~~Exit or Disposal Cost Obligations~~, and are accounted for separately from the business combination. A liability for costs associated with an exit or disposal activity is recognized and measured at its fair value in the consolidated statement of operations in the period in which the liability is incurred. When estimating the fair value of facility restructuring activities, assumptions are applied regarding estimated sub-lease payments to be received, which can differ materially from actual results. This may require us to revise our initial estimates which may materially affect the results of operations and financial position in the period the revision is made.

For a given acquisition, we may identify certain pre-acquisition contingencies as of the acquisition date and may extend our review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether we include these contingencies as a part of the fair value estimates of assets acquired and liabilities assumed and, if so, to determine their estimated amounts.

If we cannot reasonably determine the fair value of a pre-acquisition contingency (non-income tax related) by the end of the measurement period, which is generally the case given the nature of such matters, we will recognize an asset or a liability for such pre-acquisition contingency if (i) it is probable that an asset existed or a liability had been incurred at the acquisition date and (ii) the amount of the asset or liability can be reasonably estimated. Subsequent to the measurement period, changes in ~~estimates of such contingencies will affect earnings and could have a material effect on results of operations and financial position.~~estimates.

In addition, uncertain tax positions and tax related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. We reevaluate these items quarterly based upon facts and circumstances that existed as of the acquisition date with any adjustments to the preliminary estimates being recorded to goodwill if identified within the measurement period. Subsequent to the measurement period or final determination of the estimated value of the tax allowance or contingency, whichever comes first, changes to these uncertain tax positions and tax related valuation allowances will affect the income taxes provision (benefit) in the consolidated statement of operations and could have a material impact on the results of operations and financial position.

~~Goodwill and Intangible Assets~~

Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations accounted for under the acquisition method. Intangible assets represent purchased intangible assets including developed technology and in-process research and development, or IPR&D, and technologies acquired or licensed from other companies, customer relationships, noncompete covenants, backlog, and trademarks and tradenames. Purchased finite-lived intangible assets are capitalized and amortized over their estimated useful lives. Technologies acquired or licensed from other companies, customer relationships, noncompete covenants, backlog, and trademarks and tradenames are capitalized and amortized over the greater of the terms of the agreement, or estimated useful life. We capitalize IPR&D projects acquired as part of a business combination. On completion of each project, IPR&D assets are reclassified to developed technology and amortized over their estimated useful lives.

Impairment of Goodwill and Long-Lived Assets

~~Goodwill is not amortized but is tested for~~Estimates in our assessment of impairment ~~using either~~of goodwill and long-lived assets that involve a ~~qualitative assessment, and/or~~significant level of estimation uncertainty and management judgment include the ~~two-step method~~comparison of our market capitalization as needed. This involves comparing the fair value of each reporting unit, which we have determined to be the entity itself, with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds the carrying amount, the goodwill of the ~~reporting unit is considered not impaired and the second step of the~~annual impairment ~~test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the impairment test is performed~~assessment date to measure the amount of impairment loss, if any. We test by reporting unit, goodwill and other indefinite-lived intangible assets for impairment at October 31 each year or more frequently if we believe indicators of impairment exist.

During development, IPR&D is not subject to amortization and is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. We review indefinite-lived intangible assets each year for impairment using a qualitative assessment, followed by a quantitative assessment, as needed, each year as of October 31, the date of our annual goodwill impairment review, or whenever events or changes in circumstances indicate the carrying value ~~may not be recoverable. Recoverability~~ of ~~indefinite-lived intangible assets is measured by comparing the carrying amount~~goodwill, use of forecasted financial information for our projects remaining in IPR&D, if any, including growth rates and margin percentages, and a discount rate as of the ~~asset to its fair value. In certain cases, we utilize the relief-from-royalty method when appropriate,~~annual IPR&D impairment assessment date, and ~~a fair value will be obtained based on analysis over the costs saved by owning the right instead~~our quarterly assessment of leasing it. Once an IPR&D project is complete, it becomes a finite-lived intangible asset and is evaluated for impairment both immediately prior to its change in classification and thereafter in accordance with our policy for long-lived assets.

~~We regularly review the carrying amount of our long-lived assets subject to depreciation and amortization, as well as the useful lives, to determine~~ whether indicators of impairment exist with respect to all of our goodwill and long-lived assets. For example, a decision to abandon a project involving the technology underlying developed technology and IPR&D, if any, may ~~exist which warrant~~result in immediate impairment of such assets in the quarter such decision is made. As of the October 31 assessment date, we did not have any remaining IPR&D. Impairment of goodwill and long-lived assets impact our consolidated financial results in periods subsequent to their acquisition, and such amounts are disclosed in our consolidated financial statements. During the year ended December 31, 2023 and 2022, we recorded impairment of intangible assets of $2.4 million and $2.8 million, respectively, associated with certain acquired licensed technology. During the year ended December 31, 2021, we did not record any material adjustments to ~~carrying values or estimated useful lives. An impairment loss would be recognized when~~ the ~~sum~~valuation of the expected future undiscounted net cash flows is less than the carrying amount of the asset. Should impairment exist, the impairment loss would be measured based on the excess of the carrying amount of the asset over the asset’s fair value.such assets.

Income Taxes

~~We provide for income taxes utilizing the asset and liability approach~~Estimates in our assessment of ~~accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts~~realizability of assets and liabilities are recovered or paid. Deferred taxes are presented net as noncurrent. The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes

result from the differences between the financial and tax bases of our assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets ~~when~~that involve a significant level of estimation uncertainty and management judgment ~~is made that is considered~~include projected future taxable income. For example, we continue to have a valuation allowance against state deferred tax assets, certain federal deferred tax assets, and certain foreign deferred tax assets in jurisdictions where we have cumulative losses or otherwise are not expected to utilize certain tax attributes. If projected future taxable income in the U.S., for example, were to increase from what we assumed in our estimates, in periods subsequent to recording valuation allowances, it may be more likely than not that a ~~tax benefit will not be realized. A decision to record a valuation allowance results in an increase in income tax expense or a decrease in income tax benefit. If~~proportional amount of the valuation ~~allowance is released in a future period, income tax expense will be reduced accordingly.~~

The calculation of tax liabilities involves dealing with uncertainties in the application of complex global tax regulations. The impact of an uncertain income tax position is recognized at the largest amount that is “more likely than not” to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result.

~~In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the~~against deferred tax assets will be ~~realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods~~released, resulting in which those temporary differences become deductible. We continue to assess the need for a valuation allowance on the deferred tax asset by evaluating both positive and negative evidence that may exist. Any adjustment to the net deferred tax asset valuation allowance would be recorded in the income statement for the period that the adjustment is determined to be required.

On December 22, 2017, the Tax Cuts and Jobs Act, or the Tax Act, was enacted into U.S. tax law. Also on December 22, 2017, the SEC issued guidance in Staff Accounting Bulletin No. 118, or SAB 118, to address certain fact patterns where the accounting for changes in tax laws or tax rates under ASC Topic 740 is incomplete upon issuance of an entity's financial statements for the reporting period in which the Tax Act is enacted. As permitted in SAB 118, in 2017, we have taken a measurement period approach and reported certain provisional amounts, based on reasonable estimates, for certain tax effects in which the accounting under ASC 740 is incomplete. Such provisional amounts are subject to adjustment during a limited measurement period, not to extend one year beyond the tax law enactment date, until the accounting under ASC 740 is complete. We have also made required supplemental disclosures in the notes to the accompanying consolidated financial statements to accompany the provisional amounts, including the reasons for the incomplete accounting, the additional information or analysis that is needed, and other information relevant to why we were not able to complete the accounting required under ASC 740 in a timely manner.

~~Stock-Based Compensation~~

We measure the cost of employee services received in exchange for equity incentive awards, including restricted stock units and restricted stock awards, employee stock purchase rights and stock options, based on the grant date fair value of the award. We calculate the fair value of restricted stock units and restricted stock awards based on the fair market value of our common stock on the grant date. We use the Black-Scholes valuation model to calculate the fair value of stock options and employee stock purchase rights granted to employees. Stock-based compensation expense is recognized over the period during which the employee is required to provide services in exchange for the award, which is usually the vesting period. We recognize compensation expense over the vesting period using the straight-line method and classify these amounts in the statements of operations based on the department to which the related employee reports. We calculate the weighted-average expected life of options using the simplified method as prescribed by guidance provided by the Securities and Exchange Commission. This decision was based on the lack of historical data dueimpact to our limited number of stock option exercises under the 2010 Equity Incentive Plan. We will continue to assess the appropriateness of the use of the simplified method as we develop a history of option exercises.tax provision (benefit).

Recently Adopted Accounting Pronouncements

~~In July 2015, the FASB issued ASU No. 2015-11,~~ ~~Simplifying the Measurement of Inventory,~~ which requires inventory to be subsequently measured using the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. ASU 2015-11 was effective for us beginning in the first quarter of fiscal year 2017 and has been applied prospectively. The adoption of ASU No. 2015-11 in 2017 did not have a material impact on our consolidated financial position and results of operations for the year ended December 31, 2017.

~~In March 2016, the FASB issued ASU No. 2016-09,~~ ~~Improvements to Share-Based Compensation~~ to simplify certain aspects of accounting for share-based payment transactions associated with income taxes, classification as equity or liabilities, and classification on the statement of cash flows. The amendments in this update were effective for us for fiscal years

beginning with fiscal year 2017. The new guidance required, among other things, excess tax benefits and tax deficiencies to be recorded on a prospective basis in the income statement in the provision for income taxes when awards vest or are settled. On the statement of cash flows, excess tax benefits must be classified along with other income tax cash flows as an operating activity on either a prospective transition method or a retrospective transition method. Also, because excess tax benefits are no longer recognized in additional paid-in capital, the assumed proceeds from applying the treasury stock method when computing earnings per share is amended to exclude the amount of excess tax benefits that would be recognized in additional paid-in capital. We adopted ASU No. 2016-09 during the quarter ended June 30, 2016, as previously described in our Form 10-Q for the period ended June 30, 2016 filed with the Securities Exchange Commission on August 8, 2016. There was no cumulative effect on retained earnings in the consolidated balance sheet upon adoption since we had a full valuation allowance against U.S. deferred tax assets at the time of adoption. We elected to continue to estimate forfeitures of share-based awards resulting in no impact to stock-based compensation expense, and we are also continuing to classify cash paid when directly withholding shares for tax withholding purposes in cash flows from financing activities. On the statement of cash flows, excess tax benefits were classified along with other income tax cash flows as an operating activity upon adoption on a prospective basis.

~~In October 2016, the FASB issued ASU No. 2016-16,~~ ~~Income Taxes (Topic 740)~~ to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. Prior accounting guidance prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. The FASB decided that an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments in this update should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The amendments in this update are effective for us beginning in the first quarter of fiscal 2018, including interim reporting periods. Early adoption is permitted as of the first quarter of fiscal 2017, or the beginning of the annual reporting period only. We elected to early adopt the amendments in this update beginning in the three months ended March 31, 2017. Due to a full valuation allowance on U.S. and certain foreign deferred tax assets at the time of adoption, the adoption of the amendments in this update did not have a material impact on our consolidated financial position and results of operations for the year ended December 31, 2017.

~~In November 2016, the FASB issued ASU No. 2016-18,~~ ~~Statement of Cash Flows (Topic 230): Restricted Cash~~. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. When cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents are presented in more than one line item within the statement of financial position, an entity shall, for each period that a statement of financial position is presented, disclose the line items and amounts of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents disaggregated by the line item in which they appear within the statement of financial position, with a sum to the total amount of cash, cash equivalents, restricted cash and restricted cash equivalents. The amendments in this update are effective for us beginning in fiscal 2018, including interim periods within that year and should be applied using a retrospective transition method to each period presented. Early adoption is permitted, including adoption in an interim period. If an entity early adopts in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes the interim period. We elected to early adopt the amendments in this update in 2017. The adoption did not have a material impact on our consolidated cash flows for the years ended December 31, 2017, 2016 and 2015.

~~In January 2017, the FASB issued ASU No. 2017-01,~~ ~~Business Combinations (Topic 805): Clarifying the Definition of a Business~~. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions of assets or businesses and provides a screen to determine when a set is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments in this update (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. The amendments in this update are effective for us beginning in the first quarter of 2018 and are required to be applied prospectively on or after the effective date. No disclosures are required at transition. Early application is allowed for transactions for which the acquisition date occurs before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance. We elected to early adopt the amendments in this update for 2017 acquisitions. Such adoption

~~did not have a material impact on our consolidated financial position and results of operations for the year ended December 31, 2017.~~

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act, or the Tax Act. The Tax Act makes broad and complex changes to the U.S. tax code. On December 22, 2017, the U.S. Securities and Exchange Commission Staff, or SEC Staff, issued guidance in Staff Accounting Bulletin No. 118, or SAB 118, to address certain fact patterns where the accounting for changes in tax laws or tax rates under ASC Topic 740 is incomplete upon issuance of an entity's financial statements for the reporting period in which the Tax Act is enacted. As permitted in SAB 118, in 2017, we have taken a measurement period approach and reported certain provisional amounts, based on reasonable estimates, for certain tax effects in which the accounting under ASC 740 is incomplete. Such provisional amounts are subject to adjustment during a limited measurement period, not to extend one year beyond the tax law enactment date, until the accounting under ASC 740 is complete. We have also made required supplemental disclosures in the notes to the accompanying consolidated financial statements to accompany the provisional amounts, including the reasons for the incomplete accounting, the additional information or analysis that is needed, and other information relevant to why we were not able to complete the accounting required under ASC 740 in a timely manner. Adjustments to such reported provisional amounts could result in a material adverse impactSee Note 1 to our consolidated financial ~~position and results~~statements included elsewhere in this Annual Report on Form 10-K for recently adopted accounting pronouncements as of ~~operations in 2018.~~the date of this report, if any.

Recently Issued Accounting Pronouncements

~~In May 2014, the Financial Accounting Standards Board, or FASB,~~See Note 1 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for recently issued ~~Accounting Standards Update, or ASU No. 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606), which provides for new~~ accounting guidance related to revenue recognition. This new standard will replace all current U.S. GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. This guidance is effective for us beginning on January 1, 2018 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustmentpronouncements not yet adopted as of the date of ~~adoption. We plan to apply the guidance prospectively with an adjustment to retained earnings for the cumulative effect of adoption. Adoption of the amendments in~~ this guidance will accelerate the timing of our revenue and related cost recognition on products sold via some distributors, which will change from the sell-through method to the sell-in method under this guidance. We will also be required to estimate the effects of pricing credits to its distributors from contractual price protection and unit rebate provisions, as well as stock rotation rights. We performed an assessment of the impact of adopting this new accounting standard on our consolidated financial position and results of operations. The impact of adoption of this new accounting standard for the year ending December 31, 2018 will vary depending on the level of inventory remaining at the adoption date and at the end of the year of adoption at distributors for which we currently recognize revenue on a sell-through basis, and therefore could have a material impact on our revenues for the year ending December 31, 2018. The impact to retained earnings as of January 1, 2018 is not material. As a result of applying the guidance prospectively with an adjustment to retained earnings in the Company's consolidated financial statements for the cumulative effect of adoption, revenues that would have been recognized on a sell-through basis for the amount of deferred revenue and profit remaining as of the adoption date will not be recognized in earnings for any period.report, if any.

~~In January 2016, the FASB issued ASU No. 2016-01,~~ ~~Recognition and Measurement of Financial Assets and Financial Liabilities~~. The amendments in this update include a requirement to measure equity investments (except equity method investments) at fair value with changes in fair value recognized in net income; previously changes in fair value were recognized in other comprehensive income. The amendments in this update are effective for us beginning in the first quarter of fiscal year 2018. Based on the Company's current corporate investment plans, the adoption of the amendments in this update are not expected to have a material impact on our consolidated financial position and results of operations.

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases (Topic 842).~~ The amendments in this update require a lessee to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term for all leases with terms greater than twelve months. For leases less than twelve months, an entity is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The amendments in this update are effective for us for fiscal years beginning with fiscal year 2019, including interim periods within those years, with early adoption permitted. We are currently in the process of evaluating the impact of adoption of the amendments in this update on our consolidated financial position and results of operations; however, adoption of the amendments in this update is expected to have a material impact on our

~~consolidated financial position, including an increase in assets and liabilities representing the present value of our future lease payments.~~

~~In March 2016, the FASB issued ASU No. 2016-08,~~ ~~Principal versus Agent Considerations (Reporting Revenue Gross versus Net~~) to clarify the revenue recognition implementation guidance on principal versus agent considerations. The amendments in this update clarify that when another party is involved in providing goods or services to a customer, an entity that is the principal has obtained control of a good or service before it is transferred to a customer, and provides indicators to assist an entity in determining whether it controls a specified good or service prior to the transfer to the customer. An entity that is the principal recognizes revenue in the gross amount of consideration to which it expects to be entitled in exchange for the specified good or service transferred to the customer, whereas an agent recognizes revenue in the amount of any fee or commission to which it expects to be entitled in exchange for arranging for the specified good or service to be provided by the other party. The amendments in this update are effective for us beginning in the first quarter of fiscal year 2018, concurrent with the new revenue recognition standard. The adoption of the amendments in this update will not have a material impact on our consolidated financial position and results of operations.

~~In August 2016, the FASB issued ASU No. 2016-15,~~ ~~Classification of Certain Cash Receipts and Cash Payments~~ to eliminate the diversity in practice regarding the presentation and classification of certain cash receipts and cash payments, including, among other things, contingent consideration payments made following a business combination and proceeds from the settlement of insurance claims in the statement of cash flows. Cash payments not made soon after the acquisition date up to the amount of the contingent consideration liability recognized at the acquisition date should be classified as financing activities, with any excess payments classified as operating activities, whereas cash payments made soon after the acquisition date to settle the contingent consideration should be classified as investing activities. Cash proceeds received from settlement of insurance claims should be classified on the basis of the nature of the related losses. The amendments in this update are effective for us for fiscal years beginning with fiscal year 2018, including interim periods within those years, with early adoption permitted. The impact of adoption of this guidance on our consolidated statement of cash flows will depend on the materiality and timing of any future contingent consideration payments and proceeds from settlement of insurance claims.

~~In December 2016, the FASB issued ASU No. 2016-19,~~ ~~Technical Corrections and Improvements~~. The new standard is intended to provide clarity to the Accounting Standards Codification, or ASC, or correct unintended application of the guidance that is not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. ASU No. 2016-19 is effective for us in annual and interim fiscal reporting periods in 2018 with respect to the amendments that require transition guidance, and early adoption is permitted. All other amendments were effective on issuance. We do not believe that adoption of the amendments that require transition guidance will have a material impact on our consolidated financial statements.

~~In January 2017, the FASB issued ASU No. 2017-04,~~ ~~Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment~~, to simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if the reporting unit had been acquired in a business combination. Instead, under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The FASB also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. The amendments in this update are effective for us beginning with fiscal year 2020, including interim periods, with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of the amendments in this update is not expected to have a material impact on our consolidated financial position and results of operations.

~~In May 2017, the FASB issued ASU No. 2017-09,~~ ~~Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting~~ to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in this update require us to account for the effects of a modification in a stock-based award unless the fair value, vesting conditions and classification of the modified award is the same as those of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification. The amendments in this update are effective for us for fiscal years beginning with fiscal year 2018, including interim periods within those years, with early adoption permitted in any interim period. The amendments in this update should

be applied prospectively to an award modified on or after the adoption date. The adoption of this guidance is not expected have a material impact on our consolidated financial position and results of operations.

~~In August 2017, the FASB issued ASU 2017-12,~~ ~~Derivatives and Hedging (Topic 815)~~, which is intended to improve accounting for hedging activities by expanding and refining hedge accounting for both nonfinancial and financial risk components and aligning the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. The amendments in this update are effective for us for fiscal years beginning with fiscal year 2019, including interim periods within those years, with early adoption permitted in any interim period. The amendments in this update should be applied prospectively. We are currently evaluating the expected impact of the amendments, but do not expect these to have a material impact on our consolidated financial statements upon adoption.

~~In September 2017, the FASB issued ASU No. 2017-13,~~ Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments. The amendments in this update modify or supersede certain selected SEC paragraphs in the revenue and leases sections of the Codification and moves other paragraphs, upon adoption of ASC Topic 606 or ASC Topic 842. The amendments also provide updated guidance on the effective date of ~~ASC 606, Revenue from Contracts with Customers, and~~ ~~ASC 842, Leases~~ for certain entities that are considered public business entities only because their financial statements or financial information is required to be included in another entity’s SEC filing, but does not change the effective dates for us and other public business entities. The amendments in this update should be applied upon adoption of ASC Topics 606 and 842, respectively. The adoption of this guidance is not expected have a material impact on our consolidated financial position and results of operations.

Results of Operations

The following describes the line items set forth in our consolidated statements of operations.

Net Revenue. Net revenue is generated from sales of radio-frequency, ~~mixed-signal~~analog, digital, and ~~high-performance analog~~mixed-signal integrated circuits for ~~the connected home,~~access and connectivity, wired and wireless infrastructure, and industrial and multi-market applications. A significant portion of our ~~customers purchases products indirectly from us through distributors.~~sales are to distributors, who then resell our products.

Cost of Net Revenue. Cost of net revenue includes the cost of finished silicon wafers processed by third-party foundries; costs associated with our outsourced packaging and assembly, test and shipping; costs of personnel, including salaries, benefits and stock-based ~~compensation, and~~compensation; equipment associated with manufacturing support, logistics and quality assurance; amortization of acquired developed technology and purchased licensed technology intangible ~~assets and~~assets; inventory ~~step-ups to~~ fair ~~value;~~value adjustments, if any; amortization of certain production mask costs and computer-aided design software license costs; cost of production load boards and sockets; and an allocated portion of our occupancy costs.

Research and Development. Research and development expense includes personnel-related expenses, including stock-based compensation, new product engineering mask costs, prototype integrated circuit packaging and test costs, computer-aided design software license costs, intellectual property license costs, reference design development costs, development testing and evaluation costs, depreciation expense, and allocated occupancy costs. Research and development activities include the design of new products, refinement of existing products and design of test methodologies to ensure compliance with required specifications. All research and development costs are expensed as incurred.

Selling, General and Administrative. Selling, general and administrative expense includes personnel-related expenses, including salaries and benefits and stock-based compensation, amortization of certain acquired intangible assets, merger, acquisition and integration costs, third-party sales commissions, field application engineering support, travel costs, professional and consulting fees, legal fees, depreciation expense and allocated occupancy costs.

~~IPR&D~~ Impairment Losses. ~~IPR&D impairment~~Impairment losses consist of charges resulting from the impairment of ~~acquired in-process research and development technology~~ intangible ~~assets during the period.~~assets.

Restructuring ~~Charges.~~ Charges. Restructuring charges consist of severance, lease and leasehold impairment charges, and other charges related to restructuring plans.

Loss on Extinguishment of Debt. Loss on extinguishment of debt consists of the charge-off of remaining unamortized debt discount and issuance cost on debt we repaid early with a majority of the proceeds from a new term loan.

Interest and Other Income (Expense), Net. Interest and other income (expense), net includes interest income, interest expense and other income (expense). Interest income consists of interest earned on our cash, cash equivalents and restricted cash ~~and investment~~ balances. Interest expense consists of interest accrued on ~~debt.~~debt and amortization of discounts on debt and other liabilities. Other income (expense) generally consists of income (expense) generated from non-operating ~~transactions.~~transactions, including a ticking fee paid to lenders following the termination of the Silicon Motion merger, net gains (losses) from sales of investments, and unrealized holding gains (losses) from certain investments required to be marked to market value.

Income ~~Tax Provision (Benefit).~~tax provision. We make certain estimates and judgments in determining income ~~tax expense~~taxes for financial statement purposes, including certain provisional estimates in the year ended December 31, 2017 for certain tax effects of the Tax Act for which accounting under ASC 740 is incomplete, as permitted under SAB 118.purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expenses for tax and financial statement purposes and the realizability of assets in future years.

The following table sets forth our consolidated statement of operations data as a percentage of net revenue for the periods indicated:


	Year Ended December 31,
		2023		2022		2021
Net revenue		100	%	100	%	100	%
Cost of net revenue		44		42		44
Gross profit		56		58		56
Operating expenses:
Research and development		39		26		31
Selling, general and administrative		19		15		17
Impairment losses		—		—		—
Restructuring charges		3		—		—
Total operating expenses		61		42		48
Income (loss) from operations		(6)		16		7
Interest income		1		—		—
Interest expense		(2)		(1)		(1)

Other income (expense), net		(3)		—		—
Total other income (expense), net		(4)		(1)		(2)
Income (loss) before income taxes		(9)		16		5
Income tax provision		1		4		1
Net income (loss)		(11)	%	11	%	5	%

Years Ended December 31,
2017 2016 2015
Net revenue 100 % 100 % 100 %
Cost of net revenue 51
41
48
Gross profit 49
59
52
Operating expenses:
Research and development 27
25
28
Selling, general and administrative 25
17
26
IPR&D impairment losses —
—
7
Restructuring charges 2
1
5
Total operating expenses 54
43
66
Income (loss) from operations (5 ) 16
(14 )
Total interest and other income (expense), net (3 ) —
—
Income (loss) before income taxes (8 ) 16
(14 )
Income tax provision (benefit) (6 ) —
—
Net income (loss) (2 )% 16 % (14 )%

Net Revenue


		Year Ended December 31,
			2023			2022			2021			$ Change				% Change
	(dollars in thousands)
Broadband			$	203,519		$	493,232		$	492,482		$	(289,713)	$	750	(59)	%	—	%
% of net revenue			29		%	44		%	55		%
Connectivity			138,228			303,925			149,285			(165,697)		154,640		(55)	%	104	%
% of net revenue			20		%	27		%	17		%
Infrastructure			177,083			136,274			119,421			40,809		16,853		30	%	14	%
% of net revenue			26		%	12		%	13		%
Industrial and multi-market			174,433			186,821			131,210			(12,388)		55,611		(7)	%	42	%
% of net revenue			25		%	17		%	15		%
Total net revenue			$	693,263		$	1,120,252		$	892,398		$	(426,989)	$	227,854	(38)	%	26	%

Years Ended December 31, % Change
2017 2016 2015 2017 2016
(dollars in thousands)
Connected home $ 288,610
$ 346,990
$ 294,251
(17 )% 18 %
% of net revenue 69 % 89 % 98 %
Infrastructure 71,779
37,411
4,075
92 % 818 %
% of net revenue 17 % 10 % 1 %
Industrial and multi-market 59,929
3,431
2,034
1,647 % 69 %
% of net revenue 14 % 1 % 1 %
Total net revenue $ 420,318
$ 387,832
$ 300,360
8 % 29 %

Net revenue ~~increased $32.5~~decreased $427.0 million to ~~$420.3~~$693.3 million for the year ended December 31, ~~2017,~~2023, as compared to ~~$387.8~~$1.1 billion for the year ended December 31, 2022 primarily as a result of macroeconomic conditions impacting customer demand, including excess inventory in the channel built up following the supply shortages in the prior year. As supply shortages eased, the upward pricing pressure eased and was a modest component of revenue growth in the year. Broadband net revenue decreased by $289.7 million, driven by decreases in the volume of broadband SOC shipments in this category. Connectivity revenue decreased $165.7 million due to decreased volume of shipments of certain products primarily associated with residential broadband market decline. The increase in infrastructure revenues of $40.8 million was primarily driven by an increase in the volume of wireless backhaul shipments. Industrial and multi-market revenue decreased $12.4 million due to a $22.3 million decrease driven by decreased volume of shipments of high-performance analog products, partially offset by a $9.9 million increase driven by increased volume of shipments of component products.

Net revenue increased $227.9 million to $1.1 billion for the year ended December 31, 2022, as compared to $892.4 million for the year ended December 31, ~~2016. The decrease in connected home~~2021. Broadband net revenue ~~of $58.4~~increased $0.8 million, ~~was primarily~~substantially driven by ~~the anticipated declines in Entropic's satellite analog channel-stacking solutions for the satellite pay-TV market and inclusion of its legacy video SoC revenue,~~price increases on our broadband SOC products within this category, which ~~declined significantly year-over-year, which were~~was partially offset by ~~increased cable modem and data gateway sales. We expect year-over-year revenue declines~~modest decreases in the ~~legacy video SoC~~volume of shipments in this category. Connectivity revenue increased $154.6 million due to an increased volume of shipments of products toward the latter part of 2022 as our supply improved opening up new opportunities to address the third party router market and ~~satellite analog channel-stacking products to no longer be significant moving forward, as these products are near~~was supplemented by some price increases on connectivity products. More than 50% of the ~~end~~revenue increase was driven by increased revenue from the introduction of ~~their life cycles.~~ our new Wi-Fi 6 product late in 2021.The increase in infrastructure revenues of ~~$34.4~~$16.9 million ~~primarily related to~~was driven by an increase in shipments in the ~~incremental contribution of shipments from our~~ wireless infrastructure backhaul business, which we acquired from Broadcom in July 2016, and from power management and data encryption products acquired from Exar in May 2017, which were partially offset by year-over-year declines in our high-speed interconnect products serving the Chinese Metro market infrastructure build-outs. The increase in industrialmarket. Industrial and multi-market revenue ~~of $56.5~~increased $55.6 million ~~was primarily related~~due to ~~the incremental contribution of shipments~~increased demand for our power and interface products and increased prices on products within this category. This end market also had some modest declines from ~~Exar.~~products that entered end-of-life categorization.

~~Net~~We currently expect that revenue ~~increased $87.5 million to $387.8 million~~will fluctuate in the ~~year ended December 31, 2016, as compared to $300.4 million in~~future, from period-to-period, consistent with the ~~year ended December 31, 2015. The increase in connected home net revenue~~cyclical nature of $52.7 million was primarily driven by increased cable and satellite RF receivers, digital channel-stacking, and both satellite and cable MoCA product shipments. The increase in infrastructure revenues of $33.3 million was primarily driven by the continued ramp of high-speed interconnect product shipments as well as contributions from our wireless access acquisition starting in May 2016 and our wireless backhaul acquisition starting in July 2016. The increase in industrial and multi-market revenues of $1.4 million was primarily related to a modest increase in products serving multi-market applications.industry.

Cost of Net Revenue and Gross Profit


		Year Ended December 31,
			2023			2022			2021			$ Change				% Change
	(dollars in thousands)
Cost of net revenue			$	307,600		$	470,483		$	396,566		$	(162,883)	$	73,917	(35)	%	19	%
% of net revenue			44		%	42		%	44		%
Gross profit			$	385,663		$	649,769		$	495,832		$	(264,106)	$	153,937	(41)	%	31	%
% of net revenue			56		%	58		%	56		%

Years Ended December 31, % Change
2017 2016 2015 2017 2016
(dollars in thousands)
Cost of net revenue $ 212,355
$ 157,842
$ 144,937
35 % 9 %
% of net revenue 51 % 41 % 48 %
Gross profit 207,963
229,990
155,423
(10 )% 48 %
% of net revenue 49 % 59 % 52 %

Cost of net revenue ~~increased $54.5~~decreased $162.9 million to ~~$212.4~~$307.6 million for the year ended December 31, ~~2017,~~2023, as compared to ~~$157.8~~$470.5 million for the year ended December 31, ~~2016.~~2022. The ~~increase~~decrease was ~~primarily~~ driven by ~~increased inventory step-up amortization~~a decreased volume of ~~$19.9 million~~shipments of broadband SOC and ~~acquired intangible amortization~~certain connectivity products as a result of $16.8 million primarily related to recent acquisitions of Exar in May 2017, the G.hn business acquired from Marvell in April 2017, and the wireless infrastructure businesses acquired from Microsemi and Broadcom in April 2016 and July 2016, respectively, and higher sales. The decrease in grossmacroeconomic conditions impacting customer demand for such products. Gross profit percentage decreased for the year ended December 31, ~~2017,~~2023, as compared to the year ended December 31, ~~2016, was~~2022, due to ~~a decrease in sales~~reduced absorption of intangible amortization, partially offset by improvement from product mix. Product mix included higher margin ~~products and the previously mentioned increase~~backhaul product contributions relative to total revenues in ~~amortization of inventory step-up and intangible amortization.~~2023 as compared to 2022.

Cost of net revenue increased ~~$12.9~~$73.9 million to ~~$157.8~~$470.5 million for the year ended December 31, ~~2016,~~2022, as compared to ~~$144.9~~$396.6 million for the year ended December 31, ~~2015. This~~2021. The increase was ~~primarily~~ driven by ~~higher sales~~an increased volume of shipments of certain connectivity products toward the latter part of 2022 as our supply improved and increased costs on inventory purchased from suppliers as a ~~$4.3 million increase in amortization~~result of ~~purchased intangible assets costs related to our wireless infrastructure access~~supply chain constraints, and ~~backhaul acquisitions during 2016,~~was partially offset by ~~a decrease~~decreases in ~~amortization~~the volume of ~~inventory step-up~~shipments of ~~$8.6 million and reductions in our average manufacturing costs. The increase in gross~~broadband products. Gross profit ~~percentages~~percentage improved for the year ended December 31, ~~2016,~~2022, as compared to the year ended December 31, ~~2015, was due to an increase in sales~~2021, driven by improved mix of higher margin new products, higher margin infrastructure and industrial and multi-market product contributions, and improved margins from price increases that were passed along on certain products within our broadband, connectivity, and industrial and multi-market categories during the ~~previously mentioned reduction in~~year, and improved absorption of amortization of ~~inventory step-up.~~intangible assets.

We currently expect that gross profit percentage will fluctuate in the future, from period-to-period, based on changes in product mix, average selling prices, and average manufacturing costs.

Research and Development


		Year Ended December 31,
			2023			2022			2021			$ Change				% Change
	(dollars in thousands)
Research and development			$	269,504		$	296,442		$	278,440		$	(26,938)	$	18,002	(9)	%	6	%
% of net revenue			39		%	26		%	31		%

Years Ended December 31, % Change
2017 2016 2015 2017 2016
(dollars in thousands)
Research and development $ 112,279
$ 97,745
$ 85,405
15 % 14 %
% of net revenue 27 % 25 % 28 %

Research and development, or R&D, expense ~~increased $14.5~~decreased $26.9 million to ~~$112.3~~$269.5 million for the year ended December 31, ~~2017~~2023 from ~~$97.7~~$296.4 million in the year ended December 31, ~~2016.~~2022. The ~~increase~~decrease was ~~primarily due to increases~~driven by decreases in ~~payroll-related~~bonuses of $21.9 million, payroll and benefits expense of ~~$11.2~~$9.4 million, ~~computer-aided design tools~~and consulting expense of ~~$2.1~~$9.2 million, and depreciation expense of $1.9 million related to our recent acquisitions of Exar in May 2017, the G.hn business acquired from Marvell in April 2017, and the wireless infrastructure businesses acquired from Microsemi and Broadcom in April 2016 and July 2016. These increases were partially offset by ~~lower prototype expenses~~the impact of ~~$1.2~~decrease in income from joint R&D projects and governmental R&D grants offsetting our R&D expense of $11.3 million and an increase stock based compensation expense of $3.6 million. The decrease in bonuses is attributable to a decrease in financial

performance and decreased headcount from the workforce reductions during 2023. The decrease in payroll and benefits expense is also due to ~~timing~~the workforce reductions. The amount of ~~projects.~~income from joint R&D projects and governmental R&D grants varies from year to year depending on demand for such projects and availability of governmental R&D programs.

~~Research and development~~R&D expense increased ~~$12.3~~$18.0 million to ~~$97.7~~$296.4 million for the year ended December 31, ~~2016, as compared to $85.4~~2022 from $278.4 million ~~for~~in the year ended December 31, ~~2015.~~2021. The increase was ~~primarily due to~~driven by increases in ~~headcount-related expense~~payroll and ~~occupancy expense~~employee benefit expenses of ~~$9.4~~$21.8 million, ~~related to our acquisitions~~stock-based compensation and bonus expenses of ~~the wireless infrastructure access business~~$11.2 million, CAD design tools and other software license expenses of $5.8 million, consulting expenses of $3.1 million, and various other expenses of $6.1 million. This increase was partially offset by an increase in income from ~~Microsemi,~~joint R&D projects and ~~the wireless infrastructure backhaul business from Broadcom. Year-on-year increases~~governmental R&D grants of $25.6 million and decrease in prototype ~~expense, design tools expense,~~expenses of $4.6 million. The increased expenses were due primarily to increased headcount in 2022. The amount of income from joint R&D projects and ~~depreciation expense~~governmental grants varies from year to year depending on demand for such projects and availability of ~~$3.2 million were primarily due to a higher number of projects.~~governmental R&D programs.

We are closely managing our R&D expenses to meet evolving demand and are in the process of completing a workforce reduction which is anticipated to reduce R&D expense in the first quarter of 2024; however, we expect our research and development expenses to increase in future years as we ~~continue~~develop products to ~~focus on expanding our product portfolio and enhancing existing products.~~drive future growth.

Selling, General and Administrative


		Year Ended December 31,
			2023			2022			2021			$ Change				% Change
	(dollars in thousands)
Selling, general and administrative			$	132,156		$	168,008		$	149,943		$	(35,852)	$	18,065	(21)	%	12	%
% of net revenue			19		%	15		%	17		%

Years Ended December 31, % Change
2017 2016 2015 2017 2016
(dollars in thousands)
Selling, general and administrative $ 105,831
$ 64,454
$ 77,981
64 % (17 )%
% of net revenue 25 % 17 % 26 %
Selling, general and administrative expense decreased $35.9 million to $132.2 million for the year ended December 31, 2023, as compared to $168.0 million for the year ended December 31, 2022. The decrease was a result of decreases in stock-based compensation expenses of $30.1 million, amortization of intangibles of $9.0 million, bonuses of $7.8 million, and supplies and small tools of $1.6 million, partially offset by increases in payroll and other benefits expense of $7.4 million and legal fees of $4.9 million. The decrease in stock based compensation expense and bonuses is attributable to the payouts for the 2022 period including additional grants to certain employees and a decrease in financial performance impacting the amounts of stock based compensation recognized for performance-based restricted stock units and amounts of bonuses. The decrease in intangible amortization expense is from acquired assets becoming fully amortized as they reach the end of their useful lives. The increase in payroll and other benefits is from increase in headcount in certain administrative functions. The increase in legal fees is due to various legal proceedings including those following the termination of our merger with Silicon Motion, the Comcast litigation, and in settlement of the Bell Semiconductor litigation earlier in the year.

Selling, general and administrative expense increased ~~$41.4~~$18.1 million to ~~$105.8~~$168.0 million for the year ended December 31, ~~2017,~~2022, as compared to ~~$64.5~~$149.9 million for the year ended December 31, ~~2016.~~2021. The increase was ~~primarily~~a result of increases in stock-based compensation expenses of $11.3 million, professional fees of $7.6 million, other expenses of $3.5 million, payroll and benefits of $3.3 million, and various other expenses of $3.3 million, partially offset by a decrease in intangible amortization expense of $11.7 million. The increase in professional fees was due to an increase in ~~intangible amortization expense~~acquisition and integration costs of ~~$21.9 million, payroll-related expenses of $9.7 million, professional fees of $7.8 million and occupancy expenses of $1.2~~$6.8 million related to our previously pending (now terminated) merger with Silicon Motion. The increase in stock-based compensation expenses and ~~acquisition activities from our recent acquisitions of Exar Corporation in May 2017, the G.hn business acquired from Marvell in April 2017,~~payroll employee benefits expenses and the ~~wireless infrastructure businesses acquired~~remaining other expenses were mainly due to increased headcount and spending due to higher product demands from ~~Microsemi~~customers. Improved financial performance in 2022 and ~~Broadcom~~additional grants to employees of stock-based awards also contributed to the increase in ~~April 2016 and July 2016.~~stock-based compensation expense.

~~Selling,~~

We are closely managing our selling, general and administrative ~~expense decreased $13.5~~expenses; however, we expect selling, general and administrative expenses to increase in future years when we return to growing our sales and marketing organization to expand into existing and new markets.

Impairment Losses



		Year Ended December 31,
			2023			2022			2021			$ Change				% Change
	(dollars in thousands)
Impairment losses			$	2,438		$	2,811		$	—		$	(373)	$	2,811	(13)%	N/A
% of net revenue			—		%	—		%	—		%

Impairment losses in the year ended December 31, 2023 related to abandonment of certain acquired licensing agreements. Impairment losses in the year ended December 31, 2022 also related to abandonment of certain acquired licensing agreements.

Restructuring Charges


	Year Ended December 31,
		2023			2022			2021			$ Change				% Change
	(dollars in thousands)
Restructuring charges		$	19,786		$	2,265		$	2,204		$	17,521	$	61	774%	3%
% of net revenue		3		%	—		%	—		%

Restructuring charges increased $17.5 million to ~~$64.5~~$19.8 million for the year ended December 31, ~~2016, as~~2023, compared to ~~$78.0~~$2.3 million for the year ended December 31, 2015. The decrease was primarily due to a decrease of $18.0 million in intangible amortization expense related to acquired product backlog and a decrease in legal expense of $3.0 million related to the Entropic acquisition in the prior year. This decrease was partially offset by an increase in headcount-related expense of $3.5 million due to higher average full-time-equivalent headcount compared to prior year as a result of the Entropic acquisition. Commission expense2022. Restructuring charges increased ~~$1.0 million due to higher sales and outside services, accounting expense, travel expense, and other expenses increased by $2.9 million.~~

We expect selling, general and administrative expenses to decrease or remain flat in the near-term; however, our expenses may increase in the future when we expand our sales and marketing organization to enable expansion into existing and new markets.

~~IPR&D Impairment Losses~~

Years Ended December 31, % Change
2017 2016 2015 2017 2016
(dollars in thousands)
IPR&D impairment losses $ 2,000
$ 1,300
$ 21,600
54% (94)%
% of net revenue — % — % 7 %

~~IPR&D impairment losses increased $0.7~~$0.1 million to ~~$2.0~~$2.3 million for the year ended December 31, ~~2017,~~2022, compared to ~~$1.3~~$2.2 million for the year ended December 31, ~~2016. IPR&D impairment losses decreased $20.3 million to $1.3 million~~2021.

Restructuring charges for the year ended December 31, ~~2016, compared~~2023 included $17.9 million in employee severance-related charges related to ~~$21.6~~reductions in our workforce and $1.8 million ~~for~~in other charges driven by the abandonment of certain computer-assisted design software licenses used by the terminated workforce. Approximately two-thirds of the employee severance-related charges are estimated statutory severance benefits payable in the jurisdictions in which the terminated employees were employed, with the remainder representing standard severance benefits.

Restructuring charges in the year ended December 31, ~~2015.~~

~~IPR&D~~2022 included $1.8 million in employee severance-related charges and $0.5 million of lease-related charges, which is comprised of impairment ~~losses in 2017 consisted~~ of ~~acquired IPR&D technology~~leased right-of-use assets from partial abandonment of Exar Corporation. IPR&D impairment losses in 2016 consisted of acquired IPR&D technology of the wireless infrastructure access business. IPR&D impairment losses in 2015 consisted of acquired IPR&D technology of Physpeed and Entropic.

~~Restructuring charges~~

Years Ended December 31, % Change
2017 2016 2015 2017 2016
(dollars in thousands)
Restructuring charges $ 9,524
$ 3,432
$ 14,086
178% (76)%
% of net revenue 2 % 1 % 5 %
a facility.

Restructuring charges ~~increased $6.1 million to $9.5 million for~~in the year ended December 31, ~~2017, compared to $3.4~~2021 included $1.3 million ~~for the year ended December 31, 2016. Restructuring~~in employee severance-related charges ~~decreased $10.7~~and $0.6 million ~~to $3.4 million for the year ended December 31, 2016, compared to $14.1 million for the year ended December 31, 2015.~~

~~Restructuring~~of lease-related charges, ~~in 2017 primarily~~which consisted of ~~$5.1 million~~impairment of incremental stock-based compensation from the acceleration of certain stock-based awards we assumed from Exar Corporation due to change in control provisions upon termination or diminution of authority of former Exar executives, other severance-related charges of $3.2 million, and lease restructuring charges of $1.0 million related to exiting certain redundant facilities. Restructuring charges in 2016 consisted of employee severance and stock compensation expenses of $1.0 million, leaseleased right-of-use assets and leasehold impairment charges of $2.3 million, and contract restructuring of $0.1 million. Lease restructuring charges in 2016 primarily related to adjustments to the estimates of net present value of the remaining lease obligation for actual sublease income and period costs associated with certain vacated facilities, including commissions to brokers involved in subleasing property, under lease arrangements assumed in connection with the Entropic acquisition, and exiting certain other leased facilities. Restructuring charges in 2015 consisted of employee severance and stock compensation expenses of $5.5 million, lease and leasehold impairment charges of $8.2 million, and contract restructuring of $0.4 million that were primarily related to eliminating redundant positions and exiting Entropic facilities.improvements.

Interest and Other Income ~~(Expense)~~(Expense)


															Year Ended December 31,
															Year Ended December 31,
															Year Ended December 31,
																2023
																2023
																2023	2022	2021				$ Change						% Change
														(dollars in thousands)

Interest and other income (expense), net

Interest and other income (expense), net
	Years Ended December 31,									% Change
	2017			2016			2015			2017		2016
	(dollars in thousands)
Interest and other income (expense), net	$	(12,327	)	$	631		$	743		(2,054	)%	(15	)%						$	(25,589)	$		$	(6,045)	$	$	(12,154)		$	$	(19,544)	$	$	6,109	323	323	%	(50)	%
% of net revenue	(3		)%	—		%	—		%

Interest and other income (expense), net ~~reversed~~changed by ~~$13.0~~$19.5 million ~~from~~to a net expense of $25.6 million in the year ended December 31, ~~2016, becoming~~2023 from a net expense of ~~$12.3~~$6.0 million for the year ended December 31, ~~2017.~~2022. The ~~decrease~~change in interest and other income (expense), net was primarily due to a $24.4 million change in other income (expense), net, from income of $3.5 million in the 2022 period to expense of $20.9 million in the 2023 period plus an increase in interest expense of ~~$10.4~~$0.9 million, partially offset by the impact of a $5.8 million increase in interest income.

The $24.4 million change in other income (expense), net primarily related to a loan ticking fee of approximately $18.3 million paid to lenders following the termination of the Silicon Motion merger, $4.3 million impact from foreign currency fluctuations, $2.8 million impact of realized and unrealized holding losses recognized on equity securities that were sold at the end of 2023 that were previously marked to market value in other income (expense), net, and partially offset by a gain of $1.0 million related to partial curtailment of defined benefit pension obligations. The $0.9 million increase in interest

expense is due to higher interest ~~charges~~rates on our outstanding debt ~~outstanding under the Exar acquisition term loan facility during 2017, as well as increases~~ in ~~other expenses related~~2023. The $5.8 million increase in interest income is due to ~~fluctuations in foreign currency transactions as a result of increased activities from existing and recently acquired foreign subsidiaries.~~higher interest rates on our interest-bearing cash equivalents.

Interest and other income (expense), net ~~decreased $0.1~~changed by $6.1 million to ~~$0.6~~a net expense of $6.0 million in the year ended December 31, 2022 from a net expense of ~~income~~$12.2 million for the year ended December 31, ~~2016~~2021. The change in interest and other income (expense), net was due to the positive impact of a non-recurring gain on sale of privately held investments of $3.4 million and a decrease in interest expense of $3.2 million associated with a lower outstanding principal balance of debt, partially offset by unrealized losses on investments and impacts from ~~$0.7 million of~~foreign currency exchange rate fluctuations.

Income Tax Provision (Benefit)


	Year Ended December 31,
		2023			2022			2021			$ Change				% Change
	(dollars in thousands)
Income tax provision		$	9,337		$	49,158		$	5,901		$	(39,821)	$	43,257	(81)	%	733	%
% of pre-tax income (loss)		(15)		%	28		%	11		%

The income tax provision for the year ended December 31, ~~2015 due to fluctuations in foreign currency transactions, partially offset by an increase in interest income due to higher average cash and investment balances held during 2016.~~

~~Provision (Benefit) for Income Taxes~~

Years Ended December 31, % Change
2017 2016 2015 2017 2016
(dollars in thousands)
Provision (benefit) for income taxes $ (24,811 ) $ 2,398
$ (575 ) (1,135 )% (517 )%
% of pre-tax income (loss) 73 % 4 % 1 %

~~The income tax benefit for the year ended December 31, 2017~~2023 was ~~$24.8~~$9.3 million ~~or approximately 73% of pre-tax loss~~ compared to an income tax provision of ~~$2.4~~$49.2 million ~~or approximately 4% of pre-tax income~~ for the year ended December 31, ~~2016. The~~2022, and an income tax ~~benefit in the year ended December 31, 2015 was $0.6~~provision of $5.9 million ~~or approximately 1% of pre-tax loss.~~

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act, or the Tax Act, which included the reduction of the U.S. federal corporate tax rate from 35% to 21%. Additionally, in April 2017, our subsidiary in Singapore began operating under certain tax incentives in Singapore, which reduced our Singapore corporate tax rate from 17% to a concessionary rate as described in more detail below. The income tax benefit for the year ended December 31, ~~2017 primarily related to the release of the federal valuation allowance in 2017, partially offset by certain discrete~~2021.

The difference between our effective tax ~~effects related to initial intercompany royalties from our Singapore subsidiary to our U.S. parent~~rate and the ~~impacts of reductions in our~~21.0% U.S. federal corporate tax rates under the Tax Act and reductions to our foreign corporate tax rates on our deferred income taxes in Singapore as a result of the concessionary income tax rates in Singapore. The income tax benefitstatutory rate for the year ended December 31, ~~2017 includes provisional estimates for certain~~2023 resulted primarily from the mix of pre-tax income among jurisdictions, permanent tax ~~effects~~items including tax credits and a tax on global intangible low-taxed income, stock based compensation, excess tax benefits related to stock-based compensation, and release of ~~the Tax Act for which accounting~~uncertain tax positions under ASC ~~740 is incomplete. Provisional amounts~~740-10. The permanent tax item related to global intangible low-taxed income, or GILTI, also reflects recent legislative changes requiring the ~~Tax Act are subject to adjustment during a one year measurement period~~capitalization of research and ~~accordingly, such adjustments could have a material impact~~experimentation costs, as well as limitations on the creditability of certain foreign income taxes.

The difference between our ~~income~~effective tax ~~provision (benefit)~~rate and the 21.0% U.S. federal statutory rate for ~~2018.~~

~~Of the federal valuation allowance of $61.6 million as of December 31, 2016, we released $51.2 million during~~ the year ended December 31, ~~2017~~2022 resulted primarily from the mix of pre-tax income among jurisdictions, permanent tax items including a tax on global intangible low-taxed income, stock based ~~upon our review~~compensation, excess tax benefits related to stock-based compensation, release of ~~all available positive~~uncertain tax positions under ASC 740-10, and ~~negative evidence. Additionally, our federal~~release of the valuation allowance ~~has~~on certain federal research and development credits. The permanent tax item related to global intangible low-taxed income, or GILTI, also ~~been reduced~~reflects recent legislative changes requiring the capitalization of research and experimentation costs, as ~~a result~~well as limitations on the creditability of certain foreign income taxes.

The difference between our effective tax rate and the ~~reduction of the~~21.0% U.S. federal ~~corporate~~statutory rate for the year ended December 31, 2021 resulted primarily from a tax ~~rate.~~ on GILTI, and non-deductible foreign stock-based compensation, offset by a benefit related to research and development tax credits, foreign earnings taxed at rates other than the federal statutory rate and the effect of a release of valuation allowance against certain Singapore deferred tax assets pertaining to usage of net operating losses.

We continue to maintain a valuation allowance to offset state and certain federal and foreign deferred tax assets, as realization of such assets does not meet the more-likely-than-not threshold required under accounting guidelines. In making such determination, we consider all available positive and negative evidence quarterly, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance. Based upon our review of all positive and negative evidence, ~~as of December 31, 2017,~~ we ~~concluded that~~continue to have a valuation allowance ~~should continue to be recorded against our~~on state deferred tax assets, certain federal deferred tax assets, and certain foreign deferred tax assets in ~~certain foreign~~ jurisdictions where we have cumulative losses or otherwise are not expected to utilize certain tax attributes. We ~~are closely assessing the need for a valuation allowance on the deferred~~do not incur income tax ~~assets by evaluating positive and negative evidence that may exist. In the future,~~expense or benefit in certain tax-free jurisdictions in which we ~~could remove some or all of the valuation allowance against our state and certain federal and foreign deferred tax assets if we meet the more-likely-than-not threshold at such time.~~operate.

~~In April 2017, our~~Our subsidiary in Singapore ~~began operating~~operates under certain tax incentives in Singapore, which are ~~generally~~ effective ~~through March 2022 and may be extended~~ through March 2027. Under these incentives, qualifying income derived from certain sales of our integrated circuits is taxed at a concessionary rate over the incentive period. We also receive a reduced withholding tax rate on certain intercompany royalty payments made by our Singapore subsidiary during the incentive period. ~~Such~~We recorded a tax provision in the year ended December 31, 2023 and year ended December 31, 2022 at the incentive rate. In the year ended December 31, 2021, due to our Singapore net operating losses and a full valuation allowance in Singapore, the incentives did not have a material impact on our income tax provision. The incentives are conditional upon our meeting certain minimum employment and investment thresholds within Singapore

over time, and we may be required to return certain tax benefits in the event we do not achieve compliance related to that incentive period. We currently believe that we will be able to satisfy these conditions without material risk. ~~Primarily because of our Singapore net operating losses and our full valuation allowance in Singapore, we do not believe the incentives~~

We will ~~have a material impact on our income tax position in the period ending 2018.~~

~~The provision for income taxes for the year ended December 31, 2016 primarily related~~continue to ~~federal alternative minimum tax due~~monitor updates to our ~~limitation on use of net operating losses, credit carryforwards, state income taxes, and income taxes~~business along with guidance issued with respect to both Acts to determine whether any adjustments are needed to our consolidated tax provision in certain foreign jurisdictions. Certain significant or unusual items are separately recognized in the quarter during which they occur and can be a source of variability in the effective tax rates from quarter to quarter. During 2016, we adopted ASU No. 2016-09, Improvements to Share-Based Compensation, which resulted in the recognition of net excess tax benefits on share-based awards within the provision for income taxes in the consolidated statement of operations. For the year ended December 31, 2016, the impact of including net excess tax benefits was to reduce the provision for income taxes by $8.3 million in the consolidated statement of operations.future periods.

The benefit for income taxes for the year ended December 31, 2015 primarily related to the release of valuation allowance in connection with the Entropic and Physpeed acquisitions, respectively, partially offset by income taxes in foreign jurisdictions and accruals for tax contingencies.

Liquidity and Capital Resources

As of December 31, ~~2017,~~2023, we had cash and cash equivalents of ~~$71.9~~$187.3 million, restricted cash of ~~$2.5~~$1.1 million and net accounts receivable of ~~$66.1~~$170.6 million. Additionally, as of December 31, ~~2017,~~2023, our working capital, which we define as current assets less current liabilities, was ~~$124.9~~$265.9 million. Financial instruments, which potentially subject us to concentrations of credit risk, consist primarily of cash and cash equivalents and accounts receivable. Collateral is generally not required for customer receivables. We limit our exposure to credit loss by placing our cash with high credit quality financial institutions. At times, such deposits may be in excess of insured limits. We have not experienced any losses on our deposits of cash and cash equivalents.

Our primary uses of cash are to fund operating expenses and purchases of inventory, ~~and the acquisition of businesses,~~ property and equipment, and ~~intangible assets.~~ from time to time, the acquisition of businesses. In May 2022, we entered into the Merger Agreement to acquire Silicon Motion. However, on July 26, 2023, we terminated the Merger Agreement and were relieved of our obligations to close.

We also use cash to pay down outstanding ~~debt.~~ debt, repurchase our common stock under our stock repurchase plan, and from time to time, make investments. As of December 31, 2023, $125.0 million of principal was outstanding under a senior secured term B loan facility, or the “Initial Term Loan under the June 23, 2021 Credit Agreement.” The Company also has available a senior secured revolving credit facility in an aggregate principal amount of up to $100.0 million, which remained undrawn as of December 31, 2023. The proceeds of the revolving facility may be used to finance the working capital needs and other general corporate purposes of the Company and its subsidiaries.

Commencing on September 30, 2021, the Initial Term Loan under the June 23, 2021 Credit Agreement has amortized in equal quarterly installments equal to 0.25% of the original principal amount of the Initial Term Loan under the June 23, 2021 Credit Agreement, with the balance payable on June 23, 2028. We could be subject to substantial variable interest rate risk because our interest rate under term loans typically vary based on a fixed margin over an indexed rate or an adjusted base rate. While we had been mitigating the impact of rising interest rates with large amounts of prepayments on our outstanding debt, if interest rates were to further increase substantially, it could have a material adverse effect on our operating results and affect our ability to service the indebtedness. Please refer to the Risk Factor entitled “As of September 30, 2023, our aggregate indebtedness was $125.0 million, and we are subject to a variable amount of interest on the principal balance of our credit agreements and could continue to be adversely impacted by rising interest rates in the future. Such indebtedness adversely affects our operating results and cash-flows as we satisfy our underlying interest and principal payment obligations and contains financial and operational covenants that could adversely affect our operational freedom or ability to pursue strategic transactions that we would otherwise consider to be in the best interest of stockholders, including obtaining additional indebtedness to finance such transactions. In addition, rising interest rates may make it more difficult for us, our customers, and our distributors to obtain financing and service their interest and debt obligations, which in turn has an impact on customer demand for our products and our distributors' business” for a discussion of how our indebtedness could have a material adverse effect on our liquidity and capital resources.

Our future capital requirements will depend on many factors, including changes in revenue, the expansion of our engineering, sales and marketing activities, the timing and extent of our expansion into new territories, the timing of introductions of new products and enhancements to existing products, the continuing market acceptance of our products, any damages from legal proceedings related to the termination of the Merger Agreement with Silicon Motion or any alleged breaches of the Merger Agreement that we are required to pay, or any amounts we agree to pay in any settlement and any other potential material investments in, or acquisitions of, complementary businesses, services or technologies. Additional funds may not be available on terms favorable to us or at all. If we are unable to raise additional funds when needed, we may not be able to sustain our operations or execute our strategic plans.

Our cash and cash equivalents are impacted by the timing of when we pay expenses as reflected in the change in our outstanding accounts payable and accrued

expenses. Cash used to fund operating expenses in our consolidated statements of cash flows excludes the impact of non-cash items such as ~~stock-based compensation,~~ amortization and depreciation of acquired intangible assets and leased right-of-use assets and property and equipment, stock-based compensation, impairment of intangible assets, impairment of leased right-of-use assets and ~~amortization of step-ups of acquired inventory to fair value.~~related leasehold improvements and unrealized holding or realized gains or losses on marketable

equity securities. Cash used to fund capital purchases and acquisitions of businesses and ~~other capital purchases is~~investments are included in investing activities in our consolidated statements of cash flows. Cash proceeds from issuance of common stock and debt and cash used to pay down outstanding debt isor repurchase common stock are included in financing activities in our consolidated statements of cash flows.

As of December 31, 2023, our material cash requirements include long-term debt, non-cancelable operating leases, inventory purchase obligations and other obligations, which primarily consist of contractual payments due for computer-aided design software, as follows:


	Payments due
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(in thousands)
Long term debt obligations	$	125,000	$	—	$	—	$	125,000	$	—
Operating lease obligations	39,440		10,769		18,830		8,245		1,596
Purchase obligations	38,985		28,754		10,231		—		—
Other obligations	84,208		32,563		47,972		3,673		—
Total	$	287,633	$	72,086	$	77,033	$	136,918	$	1,596

Our planned capital expenditures as of December 31, 2023 were not material. Our consolidated balance sheet at December 31, 2023 included in other long-term liabilities $5.4 million for uncertain tax positions, some of which may result in cash payment and $15.0 million received from other parties for jointly funded research and development projects which will be recognized into income when the contingencies associated with the repayment conditions have been resolved. The future payments related to uncertain tax positions recorded as other long-term liabilities have not been presented in the table above due to the uncertainty of the amounts and timing of cash settlement with the taxing authorities.

Our primary sources of cash are cash receipts on accounts receivable from our shipment of products to distributors and direct customers. Aside from the ~~growth in~~ amounts billed to our customers, net cash collections of accounts receivable are impacted by the efficiency of our cash collections process, which can vary from period to period depending on the payment cycles of our major distributor customers, and relative linearity of shipments period-to-period. ~~In 2017,~~The June 23, 2021 Credit Agreement, under which we ~~also received net proceeds from borrowings associated with the Exar acquisition which are included in financing activities in our consolidated statements of cash flows. The~~entered into a senior secured term B loan facility and a revolving credit ~~agreement~~facility, permits us to request incremental loans in an aggregate principal amount not to exceed the sum of ~~$160.0~~an amount equal to the greater of (x) $175.0 million ~~(subject to adjustments for any~~and (y) 100% of “Consolidated EBITDA” (as defined in such agreement), plus the amount of certain voluntary ~~prepayments),~~prepayments, plus an unlimited amount that is subject to pro forma compliance with certain first lien net leverage ratio, secured net leverage ratio and total net leverage ratio tests. ~~We have not requested any incremental loans to date.~~

~~Following~~

The following is a summary of our working capital, cash and cash equivalents, and restricted cash ~~and investments~~ for the periods indicated:


	December 31,
	2023		2022
	(in thousands)
Working capital	$	265,896	$	222,038
Cash and cash equivalents	$	187,288	$	187,353
Short-term restricted cash	1,051		982
Long-term restricted cash	17		22

Total cash, cash equivalents, and restricted cash	$	188,356	$	188,357

We believe that our $187.3 million of cash and cash equivalents at December 31, 2023 will be sufficient to fund our projected operating requirements for at least the next twelve months. As of December 31, 2023, our indebtedness totaled $125.0 million, which consists of outstanding principal under the Initial Term Loan under the June 23, 2021 Credit Agreement. The June 23, 2021 Credit Agreement also provides the Company with the Revolving Facility in an aggregate principal amount of up to $100.0 million, which remained undrawn as of December 31, 2023. The Initial Term Loan under the June 23, 2021 Credit Agreement has a seven-year term expiring in June 2028 and bears interest, at the Company’s option, at a per annum rate equal to either (i) a base rate equal to the highest of (x) the federal funds rate, plus 0.50%, (y) the prime rate then in effect and (z) an adjusted LIBOR rate determined on the basis of a one-month interest period plus 1.00%, in each case, plus an applicable margin of 1.25% or (ii) an adjusted LIBOR rate, subject to a floor of 0.50%, plus an applicable margin of 2.25%. Loans under the Revolving Facility initially bear interest, at a per annum rate equal to either (i) a base rate (as calculated above) plus an applicable margin of 0.00%, or (ii) an adjusted LIBOR rate (as calculated above) plus an applicable margin of 1.00%. Following delivery of financial statements for the Company’s fiscal quarter ending June 30, 2021, the applicable margin for loans under the Revolving Facility will range from 0.00% to 0.75% in the case of base rate loans and 1.00% to 1.75% in the case of LIBOR rate loans, in each case, depending on the Company’s secured net leverage ratio as of the most recently ended fiscal quarter. The Company is required to pay commitment fees ranging from 0.175% to 0.25% per annum on the daily undrawn commitments under the Revolving Facility, depending on the Company’s secured net leverage ratio as of the most recently ended fiscal quarter. Commencing on September 30, 2021, the Initial Term Loan under the June 23, 2021 Credit Agreement amortizes in equal quarterly installments equal to 0.25% of the original principal amount, with the balance payable at maturity on June 23, 2028. The June 23, 2021 Credit Agreement was amended on June 29, 2023 to implement a benchmark replacement.

3. Exhibits


Exhibit Number		Exhibit Title
2.1
~~Exhibit Number~~	~~Exhibit Title~~
~~2.1~~	Asset Purchase Agreement, ~~and Plan of Merger and Reorganization,~~ dated as of ~~February 3, 2015,~~April 5, 2020, by and among MaxLinear, Inc., a Delaware corporation, ~~Entropic Communications, Inc., a Delaware corporation, Excalibur Acquisition~~Intel Corporation, a Delaware corporation, and ~~a wholly-owned subsidiary of~~ MaxLinear and Excalibur Subsidiary, LLC, a Delaware limited liability company and wholly-owned subsidiary of MaxLinear (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on February 4, 2015 (File No. 001-34666)).
~~2.2~~	Agreement and Plan of Merger, dated as of March 28, 2017, by and among MaxLinear, Inc., a Delaware corporation, Exar Corporation, a Delaware corporation, and Eagle Acquisition Corporation, a Delaware corporation andAsia Singapore Private Limited, a wholly-owned subsidiary of MaxLinear (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on ~~March 29, 2017~~April 6, 2020 (File No. 001-34666)).
~~3.1~~2.2		Agreement and Plan of Merger, dated as of May 5, 2022, by and among MaxLinear, Inc., Silicon Motion Technology Corporation and Shark Merger Sub (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on May 5, 2022).
3.1		Registrant’s Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on March 29, 2010 (incorporated by reference to Exhibit 3.5 of the Registrant’s Registration Statement on Form S-1 and all amendments thereto (File No. 333-162947)).
3.2		Registrant’s Certificate of Retirement (incorporated by reference to Exhibit 3.1 of Registrant’s Form 8-A/A filed on July 30, 2017).
3.3		Registrant’s Amended and Restated Bylaws, as amended to date (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November ~~10, 2015~~17, 2022 (File No. 001-34666)).
~~3.3~~3.4		Registrant’s Certificate of Amendment to the Fifth Amended and Restated ~~Bylaws, as amended to date (incorporated by reference to Exhibit 3.2 to~~ ~~the Registrant’s Current Report on Form 8-K filed on February 16, 2017 (File No. 001-34666)).~~
~~3.4~~	Certificate of ~~Retirement~~Incorporation (incorporated by reference to Exhibit 3.1 toof the ~~Amendment No. 1~~Registrant’s Quarterly Report on Form ~~8-A~~10-Q filed ~~with the Securities and Exchange Commission~~ on ~~March 30, 2017 (Registration~~July 27, 2023 (File No. 001-34666)).
4.1		Specimen common stock certificate of Registrant (incorporated by reference to Exhibit 4.1 of the Registrant’s Amendment No. 1 on Form 8-A filed on March 30, 2017 (File No. 001-34666)).
+4.2		Description of the registrant ’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.
+10.1		Form of Director and Executive Officer Indemnification Agreement (incorporated by reference to Exhibit 10.1 of the Registrant’s Registration Statement on Form S-1 and all amendments thereto (File No. 333-162947)).
+10.2		Form of Director and Controlling Person Indemnification Agreement (incorporated by reference to Exhibit 10.2 of the Registrant’s Registration Statement on Form S-1 and all amendments thereto (File No. 333-162947)).
+10.3		~~2004 Stock Plan, as amended (incorporated by reference to Exhibit 10.3 of the Registrant’s Annual Report on Form 10-K filed on February 6, 2013 (File No. 001-34666)).~~
~~+10.4~~	Form of Stock Option Agreement under the 2004 Stock Plan (incorporated by reference to Exhibit 10.4 of the Registrant’s Registration Statement on Form S-1 and all amendments thereto (File No. 333-162947)).
~~+10.5~~	Amendment No. 1 to the form of Stock Option Agreement under the 2004 Stock Plan (incorporated by reference to Exhibit 10.5 of the Registrant’s Registration Statement on Form S-1 and all amendments thereto (File No. 333-162947)).
~~+10.6~~	2010 Equity Incentive Plan, as amended on December 13, 2018 (incorporated by reference to Exhibit ~~10.6~~10.3 of the Registrant’s Current Report on Form 8-K filed on ~~August 15, 2016~~December 19, 2018 (File No. 001-34666)).
+~~10.7~~10.4		Form of Agreement under the 2010 Equity Incentive (incorporated by reference to Exhibit 10.7 of the Registrant’s Quarterly Report on Form 10-Q filed on July 28, 2011 (File No. 001-34666)).
+~~10.8~~10.5		2010 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10.8 of the Registrant’s Current Report on Form 8-K filed on August 15, 2016 (File No. 001-34666)).
+~~10.9~~10.6		Employment Offer Letter, dated December 20, 2010, between the Registrant and Adam C. Spice (incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed on December 28, 2010).
~~+10.12~~	Form of Change in Control Agreement for Chief Executive Officer and Chief Financial Officer (incorporated herein by reference to Exhibit 10.12 of the Registrant's Annual Report on Form 10-K filed on February 17, 2016).
~~+10.13~~	Form of Change in Control Agreement for Executive Officers (incorporated herein by reference to Exhibit 10.13 of the Registrant's Annual Report on Form 10-K filed on February 17, 2016).
~~10.14~~*†10.7		Lease Agreement, dated May 18, 2009, between the Registrant and JCCE - Palomar, LLC (incorporated by reference to Exhibit 10.14 of the Registrant’s Registration Statement on Form S-1 and all amendments thereto (File No. 333-162947)).



~~†10.15~~	Sublease Agreement, dated May 9, 2009, between the Registrant and CVI Laser, LLC (incorporated by reference to Exhibit 10.15 of the Registrant’s Registration Statement on Form S-1 and all amendments thereto (File No. 333-162947)).
~~†10.16~~	Intellectual Property License Agreement, dated June 18, 2009, between the Registrant and Intel ~~Corporation, (incorporated by reference to Exhibit 10.16 of the Registrant’s Registration Statement on Form S-1 and all amendments thereto (File No. 333-162947)).~~Corporation.
+~~†10.17~~10.8		Employment Offer Letter, dated November 9, 2012, between the Registrant and Will Torgerson (incorporated by reference to Exhibit 10.17 of the Registrant’s Annual Report on Form 10-K filed on February 6, 2013 (File No. 001-34666)).
~~†10.18~~10.9		Distributor Agreement, dated June 5, 2009, between the Registrant and Moly Tech Limited (incorporated by reference to Exhibit 10.18 of the Registrant’s Registration Statement on Form S-1 and all amendments thereto (File No. 333-162947)).
~~†10.19~~	Distributor Agreement, dated October 3, 2005, between the Registrant and Tomen Electronics Corporation (incorporated by reference to Exhibit 10.19 of the Registrant’s Registration Statement on Form S-1 and all amendments thereto (File No. 333-162947)).
~~†10.20~~	Distributor Agreement, dated August 19, 2009, between the Registrant and Lestina International Ltd. (incorporated by reference to Exhibit 10.20 of the Registrant’s Registration Statement on Form S-1 and all amendments thereto (File No. 333-162947)).
~~+10.21~~	~~MaxLinear, Inc. Executive Bonus Plan, as amended (incorporated herein by reference to Exhibit 10.21 of the Registrant’s Annual Report on Form 10-K filed on February 17, 2016).~~
~~+10.22~~	Employment Offer Letter, dated April 22, 2011, between the Registrant and Michael LaChance (incorporated by reference to Exhibit 10.22 of the Registrant’s Annual Report on Form 10-K filed on March 14, 2012 (File No. 001-34666)).
~~10.23~~	Stock Repurchase Agreement, dated August 21, 2012, by and among the Registrant, Mission Ventures III, L.P., Mission Ventures Affiliates III, L.P., and U.S. Venture Partners VIII, L.P. (incorporated by reference to Exhibit 10.23 of the Registrant’s Current Report on Form 8-K filed on August 22, 2012 (File No. 001-34666)).
~~10.24~~	Stock Repurchase Agreement, dated October 31, 2012, by and among the Registrant, U.S. Venture Partners VIII, L.P, USVP VIII Affiliates Fund, L.P., USVP Entrepreneur Partners VIII-A, L.P. and USVP Entrepreneur Partners VIII-B, L.P. (incorporated by reference to Exhibit 10.24 of the Registrant’s Current Report on Form 8-K filed on October 31, 2012 (File No. 001-34666)).
~~10.26~~	Lease Agreement, dated December 17, 2013, between Registrant and The Campus Carlsbad, LLC (incorporated by reference to Exhibit 10.26 of the Registrant’s Annual Report on Form 10-K filed on February 7, 2014 (File No. 001-34666)).
~~10.28~~10.10		~~Form of MaxLinear Voting Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 4, 2015 (File No. 001-34666)).~~
~~10.29~~	~~Form of Entropic Voting Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 4, 2015 (File No. 001-34666)).~~
~~10.30~~	First Amendment to Lease, dated May 6, 2015, between Registrant, on the one hand, and Brookwood CB I, LLC and Brookwood CB II, LLC, as tenants in common and successors-in-interest to The Campus Carlsbad, LLC, on the other hand (incorporated by reference to Exhibit 10.1 of Registrant’s Quarterly Report on Form 10-Q filed on August 10, 2015 (File No. 333-34666)).
~~+10.31~~10.11		Entropic Communications, Inc. 2007 Equity Incentive Plan and Form of Option Agreement, Form of Option Grant Notice thereunder and Notice of Exercise (incorporated herein by reference to Entropic Communication, Inc.’s Annual Report on Form 10-K filed on March 3, 2008 (File No. 001-33844)).
~~+10.32~~	Entropic Communications, Inc. 2007 Non-Employee Directors’ Stock Option Plan and Form of Option Agreement, Forms of Grant Notice, and Notice of Exercise thereunder (incorporated herein by reference to Entropic Communications, Inc.’s Registration Statement on Form S-1 filed on July 27, 2007 (No. 333-144899)).
~~10.33~~	Lease Agreement, dated November 11, 2015, between Registrant and The Northwestern Mutual Life Insurance Company (incorporated herein by reference to Exhibit 10.33 of the Registrant’s Annual Report on Form 10-K filed on February 17, 2016).
~~10.34~~		Asset Purchase Agreement, by and between the Company and Microsemi, dated as of April 28, 2016 (incorporated herein by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on April 28, 2016).
~~10.35~~+10.12		Asset Purchase Agreement, dated as of May 9, 2016, by and between the Registrant and Broadcom (incorporated herein by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on May 9, 2016).



~~+10.36~~		Employment Offer Letter, dated December 21, 2015, between the Registrant and Dana McCarty (incorporated herein by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 10-Q filed on May 9, 2016).
~~+10.37~~		Employment Promotion Letter, dated February 11, 2016, between the Registrant and Connie Kwong (incorporated herein by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 10-Q filed on May 9, 2016).
~~10.38~~


Exhibit Number		Exhibit Title
+10.13		~~Debt Commitment~~Employment Offer Letter, bydated June 7, 2018, between the Registrant and ~~among MaxLinear, Inc., JPMorgan Chase Bank, N.A., Deutsche Bank AG New York Branch, and Deutsche Bank Securities Inc., dated as of March 28, 2017~~Steven Litchfield (incorporated by reference to Exhibit 10.1 to the ~~Registrant's~~Registrants Current Report on Form ~~8-K/A~~10-Q filed on ~~March 31, 2017~~August 7, 2018 (File No. 001-34666)).
~~10.39~~
+10.14		Form of Change in Control Agreement for Chief Executive Officer and Chief Financial Officer, as amended (incorporated herein by reference to Exhibit 10.1 of the Registrant's Form 8-K filed on December 19, 2018 (File No. 001-34666)).
+10.15		Form of Change in Control Agreement for Executive Officers, as amended (incorporated herein by reference to Exhibit 10.2 of the Registrant's Form 8-K filed on December 19, 2018 (File No. 001-34666)).
+10.16		Executive Incentive Bonus Plan, as amended on December 13, 2018 (incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K filed on December 19, 2018 (File No. 001-34666)).

+*†10.17		Form of Restricted Stock Unit Award Agreement for Performance-Based Awards under the 2010 Equity Incentive Plan .



10.18		Credit Agreement, dated as of ~~May 12, 2017,~~June 23, 2021, by and among MaxLinear, Inc., the lenders from time to time party thereto, and ~~JPMorgan Chase~~Wells Fargo Bank, ~~N.A.,~~National Association, as administrative agent and collateral agent ~~(incorporated~~(incorporated by ~~references~~reference to Exhibit 10.1 to the ~~Registrant's~~Registrant’s Current Report on Form 8-K filed on ~~May 12, 2017 (File No. 001-34666)~~June 24, 2021).
~~10.40~~10.19		Security Agreement, dated as of ~~May 12, 2017,~~June 23, 2021, by and among MaxLinear, Inc., the subsidiary guarantors from time to time party thereto, and ~~JPMorgan Chase~~Wells Fargo Bank, ~~N.A.,~~National Association, as collateral agent (incorporated by ~~references~~reference to Exhibit 10.2 to the ~~Registrant's~~Registrant’s Current Report on Form 8-K filed on June 24, 2021)
+10.20		Employment Offer Letter, dated April 26, 2022, between the Registrant and Michelle M. Sayer (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 10-Q filed on July 27, 2022).
10.21		Commitment Letter, dated as of May 5, 2022, by and among MaxLinear, Inc., Wells Fargo Bank, N.A., and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May ~~12, 2017~~5, 2022).
10.22		Amended and Restated Commitment Letter, dated as of June 17, 2022, by and among MaxLinear, Inc., Wells Fargo Bank, N.A., Wells Fargo Securities, LLC, Bank of Montreal, BMO Capital Markets Corp., Citizens Bank, N.A., Truist Bank and Trust Securities, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 21, 2022)
10.23		Second Amended and Restated Commitment Letter by and among MaxLinear, Inc., Wells Fargo Bank, N.A., Wells Fargo Securities, LLC, Bank of Montreal, BMO Capital Markets Corp., Citizens Bank, N.A., Truist Bank, and Truist Securities, Inc. dated as of October 24, 2022 (incorporated by reference to Exhibit 10.32 to the Registrant's Annual Report on Form 10-K filed on February 1, 2023).
10.24		Amendment No. 1 to Credit Agreement, date as of June 29, 2023, by and among MaxLinear, Inc., the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on July 27, 2023 (File No. 001-34666)).
*~~11.1~~21.1		~~Statement re computation of income (loss) per share (included in Part IV, Item 15 of this Form 10-K).~~
*21.1	Subsidiaries of the Registrant.
*23.1		Consent of ~~Grant Thornton LLP,~~ Independent Registered Public Accounting Firm.
*23.2		~~Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.~~
*24.1		Power of Attorney (included on the signature page of this Form 10-K).
*31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
#*32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
~~101.INS~~+*97.1		Compensation Recovery Policy, as adopted on August 9, 2023.
101.INS		XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


*
*	Filed herewith.


#
#	In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished pursuant to this item will not be deemed “filed” for purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.



+			Indicates a management contract or compensatory plan.


†
†	~~Confidential treatment has been requested and received for certain~~Certain portions of ~~these exhibits.~~this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Registrant agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.

(b) Exhibits

The exhibits filed as part of this report are listed in Item 15(a)(3) of this Form 10-K.

The financial statement ~~schedules~~schedule required by Regulation S-X and Item 8 of this form ~~are~~is listed in Item 15(a)(2) of this Form 10-K.

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MAXLINEAR, INC.

(Registrant)

~~MAXLINEAR, INC.~~

By:

~~(Registrant)~~

~~By:~~

/s/ KISHORE SEENDRIPU, ~~PH.D~~Ph.D.

Kishore Seendripu, ~~Ph.D~~Ph.D.

President and Chief Executive Officer

Date:

~~February 20, 2018~~January 31, 2024

(Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kishore Seendripu, Ph.D. and ~~Adam C. Spice,~~Steven Litchfield, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to sign any and all amendments (including post-effective amendments) to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-facts and agents, or his substitute or substitutes, or any of them, shall do or cause to be done by virtue hereof.

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

Signature

Title

Date

~~Signature~~

~~Title~~

~~Date~~

/s/ KISHORE SEENDRIPU, ~~PH.D~~Ph.D.

President, ~~and~~ Chief Executive Officer, and Director

~~February 20, 2018~~January 31, 2024

Kishore Seendripu, ~~Ph.D~~Ph.D.

(Principal Executive Officer)

/s/ ~~ADAM C. SPICE~~STEVEN G. LITCHFIELD

Chief Financial Officer and Chief Corporate Strategy Officer

~~February 20, 2018~~January 31, 2024

~~Adam C. Spice~~Steven G. Litchfield

(Principal Financial Officer)

/s/ CONNIE KWONG

Corporate Controller

~~February 20, 2018~~January 31, 2024

Connie Kwong

(Principal Accounting Officer)

/s/ THOMAS E. PARDUN

Lead Director

~~February 20, 2018~~January 31, 2024

Thomas E. Pardun

/s/ DANIEL A. ARTUSI

Director

January 31, 2024

Daniel A. Artusi

/s/ CAROLYN D. BEAVER

Director

January 31, 2024

Carolyn D. Beaver

/s/ ~~STEVEN C. CRADDOCK~~GREGORY P. DOUGHERTY

Director

~~Director~~

~~February 20, 2018~~January 31, 2024

~~Steven C. Craddock~~Gregory P. Dougherty

/s/ TSU-JAE KING LIU, Ph.D.

Director

January 31, 2024

Tsu-Jae King Liu, Ph.D.

/s/ ALBERT J. MOYER

Director

~~Director~~

~~February 20, 2018~~January 31, 2024

Albert J. Moyer

~~/s/ DONALD E. SCHROCK~~

~~Director~~

~~February 20, 2018~~

~~Donald E. Schrock~~

/s/ THEODORE ~~TEWSBURY~~TEWKSBURY, Ph.D.

Director

~~Director~~

~~February 20, 2018~~January 31, 2024

Theodore Tewksbury, Ph.D.

MaxLinear, Inc.

Index to Consolidated Financial Statements



Report of Independent Registered Public Accounting Firm ~~- Grant Thornton LLP~~ (PCAOB ID Number 248 )		~~F-2~~84
~~Report of Independent Registered Public Accounting Firm - Ernst & Young LLP~~		~~F-3~~
Consolidated Balance Sheets	~~F-4~~86
Consolidated Statements of Operations		~~F-5~~87
Consolidated Statements of Comprehensive Income (Loss)		~~F-6~~88
Consolidated Statements of Stockholders’ Equity		~~F-7~~89
Consolidated Statements of Cash Flows		~~F-8~~90
Notes to Consolidated Financial Statements		~~F-9~~91

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~The~~ Board of Directors and Stockholders

MaxLinear, Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of MaxLinear, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, ~~2017~~2023 and ~~2016,~~2022, the related consolidated statements of operations, comprehensive income (loss), ~~stockholders'~~stockholders’ equity, and cash flows for each of the ~~two~~three years in the period ended December 31, ~~2017,~~2023, and the related notes and financial statement schedule ~~listed in the Index at~~included under Item 15(a)~~(2)~~ (collectively referred to as the ~~"financial statements"~~“financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2017~~2023 and ~~2016,~~2022, and the results of its operations and its cash flows for each of the ~~two~~three years in the period ended December 31, ~~2017,~~2023, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ~~("PCAOB"~~(“PCAOB”), the ~~Company's~~Company’s internal control over financial reporting as of December 31, ~~2017,~~2023, based on criteria established in the 2013 Internal ~~Control-Integrated~~Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ~~("COSO"~~(“COSO”), and our report dated ~~February 20, 2018~~January 31, 2024 expressed an unqualified opinion.

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures ~~include~~included examining, on a test basis, evidence ~~supporting~~regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter

The critical audit mattercommunicated below is a matterarising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relatesto accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matterbelow, providing aseparate opinionon the critical audit matteror on the accounts or disclosures to which itrelates.

Realizability of deferred tax assets

As discussed in Note 1 to the financial statements, management records valuation allowances to reduce deferred tax assets when a judgment is made, that is considered more likely than not, that a tax benefit will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences will become deductible. The Company assesses the need for a valuation allowance by evaluating both positive and negative evidence that may exist.

We identified the realizability of deferred tax assets as a critical audit matter. The principal consideration for our determination that the realizability of deferred tax assets as a critical audit matter is that the forecast of future taxable income is an accounting estimate subject to a high level of estimation. There is inherent uncertainty and subjectivity related to management’s judgments and assumptions regarding the Company’s international tax structure and transfer pricing agreements, determination of the taxable income by jurisdiction and the impacts of the Tax Act on future taxable income, which are complex in nature and require significant auditor judgment.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. With the assistance of engagement team members possessing specialized skill in income tax matters, our audit procedures related to the realizability of deferred tax assets included the following, among others:

•Reviewing management’s application of the rules under the Tax Act with a focus on Global Intangible Low-Taxed Income and the ordering rules and its expected impact on estimated future taxable income;

•Comparing the scheduled reversals of deferred tax liabilities to the underlying financial and tax accounting records;

•Comparing the forecast of future taxable income to the following:

◦Prior year actual results by jurisdiction to evaluate the reasonableness of significant changes contemplated for the following year;

◦Forecasts of future information used in other areas, to evaluate completeness and consistency

•Reviewing the Company’s transfer pricing assumptions, including royalty rates and cost-plus markups, applied by the Company and its non-US subsidiaries; and

•Testing the design and operating effectiveness of management’s internal controls over the completeness and accuracy of the forecast of future taxable income and the proper application of relevant tax law to support the realizability of deferred tax assets.

/s/ Grant Thornton LLP

We have served as the ~~Company's~~Company’s auditor since 2016.

Newport Beach, California
January 31, 2024

~~February 20, 2018~~

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

~~The Board of Directors and Stockholders of MaxLinear, Inc.~~

We have audited the accompanying consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows of MaxLinear, Inc. for the year ended December 31, 2015. Our audit also included the financial statement schedule for the year ended December 31, 2015 listed in the Index at Item 15(a)(2). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated results of its operations and its cash flows for the year ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule for year ended December 31, 2015, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

~~/s/ Ernst & Young LLP~~

~~Irvine, California~~

~~February 17, 2016~~

MAXLINEAR, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except par value amounts)


	December 31, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	187,288	$	187,353
Short-term restricted cash	1,051		982
Short-term investments	—		18,529
Accounts receivable, net	170,619		170,971
Inventory	99,908		160,544
Prepaid expenses and other current assets	29,159		24,745
Total current assets	488,025		563,124
Long-term restricted cash	17		22

Property and equipment, net	66,431		79,018
Leased right-of-use assets	31,264		28,515
Intangible assets, net	73,630		109,316
Goodwill	318,588		306,739
Deferred tax assets	69,493		66,491
Other long-term assets	32,809		26,800
Total assets	$	1,080,257	$	1,180,025
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	21,551	$	68,576

Accrued price protection liability	71,684		113,274
Accrued expenses and other current liabilities	98,468		100,155
Accrued compensation	30,426		59,081


Total current liabilities	222,129		341,086
Long-term lease liabilities	26,243		23,353
Long-term debt	122,375		121,757
Other long-term liabilities	23,245		17,444
Total liabilities	393,992		503,640

Commitments and contingencies

Stockholders’ equity:
Preferred stock, $0.0001 par value; 25,000 shares authorized, no shares issued or outstanding	—		—
Common stock, $0.0001 par value; 550,000 shares authorized; 81,818 shares issued and outstanding at December 31, 2023 and 78,745 shares issued and outstanding December 31, 2022	8		8


Additional paid-in capital	808,575		722,778
Accumulated other comprehensive loss	(3,791)		(1,021)
Accumulated deficit	(118,527)		(45,380)
Total stockholders’ equity	686,265		676,385
Total liabilities and stockholders’ equity	$	1,080,257	$	1,180,025

December 31, December 31,
2017 2016

Assets
Current assets:
Cash and cash equivalents $ 71,872
$ 81,086
Short-term restricted cash 1,476
614
Short-term investments, available-for-sale —
47,918
Accounts receivable, net 66,099
50,487
Inventory 53,434
26,583
Prepaid expenses and other current assets 8,423
6,159
Total current assets 201,304
212,847
Long-term restricted cash 1,064
1,196
Property and equipment, net 22,658
20,549
Long-term investments, available-for-sale —
5,991
Intangible assets, net 315,045
104,261
Goodwill 237,992
76,015
Deferred tax assets 39,878
116
Other long-term assets 6,921
1,677
Total assets $ 824,862
$ 422,652
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable $ 16,939
$ 6,757
Deferred revenue and deferred profit 4,362
5,991
Accrued price protection liability 21,571
15,176
Accrued expenses and other current liabilities 20,306
16,358
Accrued compensation 13,208
10,261
Total current liabilities 76,386
54,543
Deferred rent 4,885
9,656
Long-term debt 347,609
—
Other long-term liabilities 8,558
6,029
Total liabilities 437,438
70,228
Commitments and contingencies

Stockholders’ equity:
Preferred stock, $0.0001 par value; 25,000 shares authorized, no shares issued or outstanding —
—
Common stock, $0.0001 par value; 550,000 shares authorized, 67,400 shares issued and outstanding at December 31, 2017 and 550,000 shares authorized, no shares issued or outstanding at December 31, 2016, respectively 7
—
Class A common stock, $0.0001 par value; 441,124 shares authorized, no shares issued and outstanding at December 31, 2017 and 500,000 shares authorized, 58,363 shares issued and outstanding at December 31, 2016, respectively —
6
Class B common stock, $0.0001 par value; 493,430 shares authorized, no shares issued and outstanding at December 31, 2017 and 500,000 shares authorized, 6,668 shares issued and outstanding at December 31, 2016, respectively —
1
Additional paid-in capital 455,497
413,909
Accumulated other comprehensive income (loss) 1,039
(1,560 )
Accumulated deficit (69,119 ) (59,932 )
Total stockholders’ equity 387,424
352,424
Total liabilities and stockholders’ equity $ 824,862
$ 422,652

See accompanying notes.

MAXLINEAR, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)



	Year Ended December 31,
		2023		2022		2021
Net revenue		$	693,263	$	1,120,252	$	892,398
Cost of net revenue		307,600		470,483		396,566
Gross profit		385,663		649,769		495,832
Operating expenses:
Research and development		269,504		296,442		278,440
Selling, general and administrative		132,156		168,008		149,943
Impairment losses		2,438		2,811		—
Restructuring charges		19,786		2,265		2,204
Total operating expenses		423,884		469,526		430,587
Income (loss) from operations		(38,221)		180,243		65,245
Interest income		6,053		245		78
Interest expense		(10,702)		(9,768)		(12,996)
Loss on extinguishment of debt		—		—		(5,221)
Other income (expense), net		(20,940)		3,478		764
Total other income (expense), net		(25,589)		(6,045)		(17,375)
Income (loss) before income taxes		(63,810)		174,198		47,870
Income tax provision		9,337		49,158		5,901
Net income (loss)		$	(73,147)	$	125,040	$	41,969
Net income (loss) per share:
Basic		$	(0.91)	$	1.60	$	0.55
Diluted		$	(0.91)	$	1.55	$	0.53
Shares used to compute net income (loss) per share:
Basic		80,719		78,039		76,037
Diluted		80,719		80,852		79,679

Years Ended December 31,
2017 2016 2015
Net revenue $ 420,318
$ 387,832
$ 300,360
Cost of net revenue 212,355
157,842
144,937
Gross profit 207,963
229,990
155,423
Operating expenses:
Research and development 112,279
97,745
85,405
Selling, general and administrative 105,831
64,454
77,981
IPR&D impairment losses 2,000
1,300
21,600
Restructuring charges 9,524
3,432
14,086
Total operating expenses 229,634
166,931
199,072
Income (loss) from operations (21,671 ) 63,059
(43,649 )
Interest income 274
572
275
Interest expense (10,378 ) (104 ) (100 )
Other income (expense), net (2,223 ) 163
568
Total interest and other income (expense), net (12,327 ) 631
743
Income (loss) before income taxes (33,998 ) 63,690
(42,906 )
Income tax provision (benefit) (24,811 ) 2,398
(575 )
Net income (loss) $ (9,187 ) $ 61,292
$ (42,331 )
Net income (loss) per share:
Basic $ (0.14 ) $ 0.96
$ (0.79 )
Diluted $ (0.14 ) $ 0.91
$ (0.79 )
Shares used to compute net income (loss) per share:
Basic 66,252
63,781
53,378
Diluted 66,252
67,653
53,378

See accompanying notes.

MAXLINEAR, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

Years Ended December 31,
2017 2016 2015
Net income (loss) $ (9,187 ) $ 61,292
$ (42,331 )
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on investments, net of tax of $0 in 2017, $27 in 2016 and $0 in 2015 (55 ) 11
(93 )
Less: Reclassification adjustments of unrealized gain, net of tax of $0 in 2017, 2016 and 2015 55
—
21
Unrealized gain (loss) on investments, net of tax —
11
(72 )
Foreign currency translation adjustments, net of tax benefit of $202 in 2017, $39 in 2016 and $184 in 2015⁽¹⁾
2,122
(749 ) (725 )
Foreign currency translation adjustments, net of tax 2,122
(749 ) (725 )
Unrealized gain on interest rate swap, net of tax of $257 in 2017, $0 in 2016, and $0 in 2015 477
—
—
Unrealized gain on interest rate swap, net of tax 477
—
—
Other comprehensive income (loss) 2,599
(738 ) (797 )
Total comprehensive income (loss) $ (6,588 ) $ 60,554
$ (43,128 )

~~___________________________~~


⁽¹⁾	~~Tax amount recognized in~~ ~~Other Long-Term Liabilities~~ ~~of the Consolidated Balance Sheets as part of long-term deferred tax liabilities.~~


	Year Ended December 31,
		2023		2022		2021
Net income (loss)		$	(73,147)	$	125,040	$	41,969
Other comprehensive income (loss), net of tax:



Foreign currency translation adjustments, net of tax benefit of $95 in 2023, expense of $184 in 2022 and expense of $0 in 2021		121		(5,201)		(242)


Net actuarial gain (loss) on pension and other defined benefit plans, net of tax benefit of $85 in 2023, $0 in 2022 and $0 in 2021		(206)		2,055		932


Reclassification adjustments of unrealized gain (loss) on pension and other defined benefit plans, net of tax benefit of $1,107 in 2023, $0 in 2022 and $0 in 2021		(2,685)		—		—

Other comprehensive income (loss)		(2,770)		(3,146)		690
Total comprehensive income (loss)		$	(75,917)	$	121,894	$	42,659

See accompanying notes.

MAXLINEAR, INC.

CONSOLIDATED STATEMENTS OF ~~STOCKHOLDERS'~~STOCKHOLDERS’ EQUITY

(in ~~thousands, except share amounts)~~thousands)


						Common Stock
						Common Stock
						Common Stock
											Shares
											Shares
											Shares

	Common Stock			Class A Common Stock					Class B Common Stock						Additional Paid-In Capital				Accumulated Other Comprehensive Income (Loss)				Accumulated Deficit				Total Stockholders’ Equity
	Shares	Amount		Shares		Amount			Shares			Amount
Balance at December 31, 2014	—	$	—	30,927		$	3		6,984			$	1					$	177,912			$	(25	)		$	(78,789	)		$	99,102
Shares repurchased	—	—		—		—			—			—			—				—				(101		)		(101		)
Conversion of Class B common stock to Class A common stock	—	—		500		—			(500)			—			—				—				—				—

Balance at December 31, 2020

Balance at December 31, 2020

Balance at December 31, 2020
Common stock issued pursuant to equity awards, net	—	—		3,420		—			181			—			6,603				—				—				6,603
Issuance of common stock for merger with Entropic Communications, Inc.	—	—		20,373		2			—			—			177,559				—				—				177,561
Common stock issued pursuant to equity awards, net
Common stock issued pursuant to equity awards, net
Repurchase of common stock
Repurchase of common stock
Repurchase of common stock

Employee stock purchase plan

Employee stock purchase plan

Employee stock purchase plan	—	—		517		—			—			—			3,619				—				—				3,619
Stock-based compensation	—	—		—		—			—			—			19,268				—				—				19,268
Stock-based compensation
Stock-based compensation

Other comprehensive income

Other comprehensive income

Other comprehensive income
Net income
Net income
Net income
Balance at December 31, 2021
Balance at December 31, 2021
Balance at December 31, 2021
Common stock issued pursuant to equity awards, net
Common stock issued pursuant to equity awards, net
Common stock issued pursuant to equity awards, net
Repurchase of common stock
Repurchase of common stock
Repurchase of common stock
Employee stock purchase plan
Employee stock purchase plan
Employee stock purchase plan
Stock-based compensation
Stock-based compensation
Stock-based compensation
Other comprehensive loss
Other comprehensive loss
Other comprehensive loss
Net income
Net income
Net income
Balance at December 31, 2022
Balance at December 31, 2022
Balance at December 31, 2022
Common stock issued pursuant to equity awards, net
Common stock issued pursuant to equity awards, net
Common stock issued pursuant to equity awards, net

Employee stock purchase plan

Employee stock purchase plan

Employee stock purchase plan
Stock-based compensation
Stock-based compensation
Stock-based compensation
Other comprehensive loss
Other comprehensive loss
Other comprehensive loss	—	—		—		—			—			—			—				(797		)		—				(797		)
Net loss	—	—		—		—			—			—			—				—				(42,331		)		(42,331		)
Balance at December 31, 2015	—	—		55,737		5			6,665			1			384,961				(822		)		(121,221		)		262,924
Shares repurchased	—	—		—		—			—			—			—				—				(3		)		(3		)
Conversion of Class B common stock to Class A common stock	—	—		3		—			(3	)		—			—				—				—				—
Common stock issued pursuant to equity awards, net	—	—		2,344		1			6			—			2,839				—				—				2,840
Employee stock purchase plan	—	—		279		—			—			—			4,134				—				—				4,134
Stock-based compensation	—	—		—		—			—			—			21,975				—				—				21,975
Other comprehensive loss	—	—		—		—			—			—			—				(738		)		—				(738		)
Net income	—	—		—		—			—			—			—				—				61,292				61,292
Balance at December 31, 2016	—	—		58,363		6			6,668			1			413,909				(1,560		)		(59,932		)		352,424
Shares repurchased and cancelled	—	—		(13	)	—			—			—			(334		)		—				—				(334		)
Conversion of Class B common stock to Class A common stock	—	—		163		—			(163	)		—			—				—				—				—
Conversion of Class A and B common stock to common stock	65,446	7		(58,876	)	(6		)	(6,570	)		(1		)	—				—				—				—
Common stock issued pursuant to equity awards, net	1,738	—		363		—			65			—			398				—				—				398
Vested stock-based awards assumed in acquisition	—	—		—		—			—			—			4,613				—				—				4,613
Employee stock purchase plan	216	—		—		—			—			—			4,308				—				—				4,308
Stock-based compensation	—	—		—		—			—			—			32,603				—				—				32,603
Other comprehensive income	—	—		—		—			—			—			—				2,599				—				2,599
Net loss	—	—		—		—			—			—			—				—				(9,187		)		(9,187		)
Balance at December 31, 2017	67,400	$	7	—		$	—		—			$	—		$	455,497			$	1,039			$	(69,119	)		$	387,424
Net loss
Balance at December 31, 2023
Balance at December 31, 2023
Balance at December 31, 2023

See accompanying notes.

MAXLINEAR, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)



	Year Ended December 31,
	2023		2022		2021
Operating Activities
Net income (loss)	$	(73,147)	$	125,040	$	41,969
Adjustments to reconcile net income (loss) to cash provided by operating activities:
Amortization and depreciation	71,516		80,731		91,792
Impairment losses	2,438		2,811		—




Amortization of debt issuance costs and accretion of discounts	2,561		1,975		3,000
Stock-based compensation	55,176		81,704		59,358
Deferred income taxes	(4,452)		23,454		(3,235)
Loss on disposal of property and equipment	2,057		170		533
Gain on sale of investments	(434)		(3,375)		—
Unrealized holding loss on investments	1,765		1,476		—
Impairment of leasehold improvements	—		—		226
Impairment of leased right-of-use assets	—		462		429
(Gain) loss on settlement of pension	(1,008)		—		—
Loss on extinguishment of debt	—		—		5,221

(Gain) loss on foreign currency	2,475		(1,829)		634

Excess tax benefits on stock-based awards	(253)		(9,921)		(7,415)
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable, net	1,406		(50,875)		(51,690)
Inventory	60,636		(28,841)		(33,689)
Prepaid expenses and other assets	(9,328)		1,789		24,186
Leased right-of-use assets	—		—		72
Accounts payable, accrued expenses and other current liabilities	(29,431)		65,815		12,771
Accrued compensation	9,708		42,003		33,595

Accrued price protection liability	(41,562)		73,574		(7,320)
Lease liabilities	(11,671)		(11,440)		(9,905)
Other long-term liabilities	4,920		(5,997)		7,701
Net cash provided by operating activities	43,372		388,726		168,233

Investing Activities
Purchases of property and equipment	(13,454)		(41,253)		(39,176)

Purchases of intangible assets	(6,355)		(11,184)		(7,581)
Cash used in acquisitions, net of cash acquired	(13,324)		—		(40,000)
Proceeds loaned under notes receivable	—		(10,000)		—
Purchases of long-term investments	—		(29,325)		(5,000)
Sale of trading securities	17,198		—		—
Net cash used in investing activities	(15,935)		(91,762)		(91,757)

Financing Activities

Proceeds from the issuance of debt	—		—		350,000
Payment of debt issuance cost	(18,325)		—		(4,173)
Repayment of debt	—		(185,000)		(409,813)
Net proceeds from issuance of common stock	4,559		5,006		8,780
Minimum tax withholding paid on behalf of employees for restricted stock units	(12,590)		(28,896)		(13,149)
Repurchase of common stock	—		(31,511)		(23,548)

Net cash used in financing activities	(26,356)		(240,401)		(91,903)
Effect of exchange rate changes on cash and cash equivalents	(1,082)		56		(2,869)
Increase (decrease) in cash, cash equivalents and restricted cash	(1)		56,619		(18,296)
Cash, cash equivalents and restricted cash at beginning of period	188,357		131,738		150,034
Cash, cash equivalents and restricted cash at end of period	$	188,356	$	188,357	$	131,738

Supplemental disclosures of cash flow information:
Cash paid for interest	$	9,481	$	9,078	$	11,034
Cash paid for income taxes	$	28,645	$	23,829	$	3,839

Cash received for dividend income on investments	$	716	$	—	$	—
Supplemental disclosures of non-cash activities:


Issuance of shares for payment of bonuses	$	38,648	$	38,826	$	23,981

Years Ended December 31,
2017 2016 2015
Operating Activities
Net income (loss) $ (9,187 ) $ 61,292
$ (42,331 )
Adjustments to reconcile net income (loss) to cash provided by operating activities:
Amortization and depreciation 66,738
26,703
40,641
Impairment of IPR&D assets 2,000
1,300
21,600
Provision for losses on accounts receivable 133
87
178
Amortization of investment premiums, net (60 ) 169
554
Amortization of inventory step-up 25,557
5,641
14,244
Amortization of debt issuance costs 763
—
—
Stock-based compensation 32,668
21,765
19,268
Deferred income taxes (31,767 ) 101
(1,906 )
Loss on disposal of property and equipment 168
366
74
(Gain) loss on sale of available-for-sale securities 38
(50 ) (21 )
Change in fair value of contingent consideration —
220
130
Impairment of long-lived assets —
—
153
Impairment of lease —
388
8,163
(Gain) loss on foreign currency 2,153
(216 ) —
Excess tax benefits on stock-based awards (8,559 ) (8,291 ) —
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable (4,377 ) (8,175 ) 5,160
Inventory (1,788 ) 9,846
(6,247 )
Prepaid expenses and other assets 1,272
402
4,495
Accounts payable, accrued expenses and other current liabilities (1,918 ) 3,249
(22,033 )
Accrued compensation 1,567
5,609
5,320
Deferred revenue and deferred profit (1,629 ) 1,925
454
Accrued price protection liability 6,395
(4,850 ) 6,522
Other long-term liabilities (5,103 ) (164 ) 623
Net cash provided by operating activities 75,064
117,317
55,041
Investing Activities
Purchases of property and equipment (7,468 ) (8,512 ) (2,996 )
Proceeds from sale of property and equipment 30
—
—
Purchases of intangible assets (5,378 ) (390 ) (100 )
Cash used in acquisition, net of cash acquired (473,304 ) (101,000 ) (3,615 )
Purchases of available-for-sale securities (30,577 ) (90,307 ) (73,377 )
Maturities of available-for-sale securities 84,546
98,896
69,029
Net cash used in investing activities (432,151 ) (101,313 ) (11,059 )
Financing Activities
Repurchases of common stock (334 ) (3 ) (101 )
Net proceeds from issuance of common stock 12,052
6,649
9,950
Minimum tax withholding paid on behalf of employees for restricted stock units (11,543 ) (7,316 ) (5,141 )
Equity issuance costs —
—
(705 )
Net proceeds from the issuance of debt 416,846
—
—
Repayment of debt (70,000 ) —
—
Net cash provided by (used in) financing activities 347,021
(670 ) 4,003
Effect of exchange rate changes on cash and cash equivalents 1,582
(394 ) (725 )
Increase (decrease) in cash, cash equivalents and restricted cash (8,484 ) 14,940
47,260
Cash, cash equivalents and restricted cash at beginning of period 82,896
67,956
20,696
Cash, cash equivalents and restricted cash at end of period $ 74,412
$ 82,896
$ 67,956
Supplemental disclosures of cash flow information:
Cash paid for interest $ 8,843
$ —
$ —
Cash paid for income taxes $ 9,435
$ 1,583
$ 41
Supplemental disclosures of non-cash investing and financing activities:
Issuance of accrued share-based bonus plan $ 3,314
$ 7,649
$ 5,459
Lease incentive for leasehold improvements $ —
$ 61
$ 4,255
Issuance of restricted stock units to Physpeed continuing employees $ 818
$ 1,061
$ —

See accompanying notes.



	MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ~~(in thousands, except per share amounts and percentage data)~~

1. Organization and Summary of Significant Accounting Policies

Description of Business

MaxLinear, Inc. was incorporated in Delaware in September 2003. MaxLinear, Inc., together with its ~~wholly owned~~directly and indirectly wholly-owned subsidiaries, collectively referred to as MaxLinear, or the Company, is a provider of ~~radio-frequency, high-performance analog and mixed-signal~~ communications systems-on-chip, or SoC, solutions ~~for the connected home, wired~~used in broadband, mobile and ~~wireless~~wireline infrastructure, data center, and industrial and multi-market applications. ~~MaxLinear's~~MaxLinear is a fabless integrated circuit design company whose products integrate all or substantial portions of a high-speed communication system, including radio frequency, or RF, high-performance analog, mixed-signal, digital signal processing, security engines, data compression and networking layers, and power management. MaxLinear’s customers include electronics distributors, module makers, original equipment manufacturers, or OEMs, and original design manufacturers, or ODMs, who incorporate the Company’s products in a wide range of electronic devices. Examples of such devices ~~including cable DOCSIS~~include broadband modems compliant with Data Over Cable Service Interface Specifications, or DOCSIS, Passive Optical Network, or PON, and ~~gateways;~~DSL; Wi-Fi and wireline ~~connectivity devices~~routers for ~~in-home networking applications; RF~~home networking; radio transceivers and modems for ~~wireless carrier access~~4G/5G base-station and backhaul infrastructure; ~~fiber-optic modules for~~optical transceivers targeting hyperscale data ~~center, metro, and long-haul transport networks; video set-top boxes and gateways; hybrid analog and digital televisions, direct broadcast satellite outdoor and indoor units; and~~centers; as well as power management and interface products used in these and ~~a range of~~many other markets. ~~The Company is a fabless integrated circuit design company whose products integrate all or substantial portions of a broadband communication system.~~

Basis of Presentation and Principles of Consolidation

The consolidated financial statements include the accounts of MaxLinear, Inc. and its ~~wholly~~directly and indirectly wholly- owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. All intercompany transactions and investments have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform with the current period presentation. Such reclassifications include the separate presentation of short-and long-term restricted cash and deferred tax assets on the consolidated balance sheets, and interest expense on the consolidated statements of operations.

The functional currency of certain foreign subsidiaries is the local currency. Accordingly, assets and liabilities of these foreign subsidiaries are translated at the current exchange rate at the balance sheet date and historical rates for equity. Revenue and expense components are translated at weighted average exchange rates in effect during the period. Gains and losses resulting from foreign currency translation are included as a component of stockholders’ equity. Foreign currency transaction gains and losses are included in the results of operations, and to date, have not been material.

Use of Estimates and Significant Risks and Uncertainties

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes ofto the consolidated financial statements. The Company continually evaluates its estimates and judgments, the most critical of which are those related to revenue recognition, allowance for doubtful accounts, inventory valuation, income taxes and stock-based compensation. Actual results could differ from those estimates.

Business Combinations

The Company applies the provisions of ASC 805, Business Combinations, in accounting for its acquisitions. It requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed, at the acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the acquisition date fair values of the net assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations.

~~F-9~~



	~~MAXLINEAR, INC.~~ ~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~ ~~(in thousands, except per share amounts and percentage data)~~

Costs to exit or restructure certain activities of an acquired company or the ~~Company's~~Company’s internal operations are accounted for as termination and exit costs pursuant to ASC 420, Exit or Disposal Cost Obligations, and are accounted for separately from the business combination. A liability for costs associated with an exit or disposal activity is recognized and measured at its fair value in the consolidated ~~statement~~statements of operations in the period in which the liability is incurred. When estimating the fair value of facility restructuring activities, assumptions are applied regarding estimated sub-lease payments to be received, which can differ materially from actual results. This may require the Company to revise its initial estimates which may materially affect the results of operations and financial position in the period the revision is made.

For a given acquisition, the Company may identify certain pre-acquisition contingencies as of the acquisition date and may extend its review, evaluation, and ~~evaluation~~adjustment of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether the Company includes these contingencies as a part of the fair value estimates of assets acquired and liabilities assumed and, if so, to determine their estimated amounts. A pre-acquisition

~~If the Company cannot reasonably determine the fair value of a pre-acquisition~~


			MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

contingency (non-income tax related) ~~by the end of the measurement period, which~~ is ~~generally the case given the nature of such matters, the Company will recognize~~only recognized as an asset or a liability ~~for such pre-acquisition contingency~~ if: (i) it is probable that an asset existed or a liability had been incurred at the acquisition date and (ii) the amount of the asset or liability can be reasonably estimated. Subsequent to the measurement period, changes in estimates of such contingencies will affect earnings and could have a material effect on the Company's results of operations and financial position.

In addition, uncertain tax positions and ~~tax related~~tax-related valuation allowances assumed, if any, in connection with a business combination are initially estimated as of the acquisition date. The Company ~~reevaluates~~re-evaluates these items quarterly based upon facts and circumstances that existed as of the acquisition date with any adjustments to the preliminary estimates being recorded to goodwill if identified within the measurement period. Subsequent to the end of the measurement period or final determination of the estimated value of the tax allowance or contingency, whichever comes first, changes to these uncertain tax positions and tax related valuation allowances will affect the income tax provision (benefit) in the consolidated ~~statement~~statements of operations and could have a material impact on the results of operations and financial position.

Cash and Cash Equivalents

The Company considers all liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents are recorded at cost, which approximates market value.

~~Restricted Cash~~

~~As of December 31, 2017 and 2016, the Company has restricted cash of $2.5 million and $1.8 million, respectively. The cash is on deposit in connection with guarantees for certain office leases.~~

Accounts Receivable

The Company performs ongoing credit evaluations of its customers and assesses each ~~customer's~~customer’s credit worthiness. The Company monitors collections and payments from its customers and maintains an allowance for doubtful accounts, which is based upon ~~its~~applying an expected credit loss rate to receivables based on the historical ~~experience, its anticipation of uncollectible accounts receivable and~~loss rate from similar high risk customers adjusted for current conditions, including any specific customer collection issues identified, and forecasts of economic conditions. Delinquent account balances are written off after management has determined that the ~~Company has identified. As~~likelihood of collection is remote. The allowance for credit losses as of December 31, ~~2017~~2023 and ~~2016,~~2022 and the ~~Company has an allowance~~activity in this account, including the current-period provision for ~~doubtful accounts of $0.1 million~~expected credit losses for the years ended December 31, 2023, 2022, and ~~$0.1 million, respectively.~~2021, were not material.

Inventory

The Company assesses the recoverability of its inventory based on assumptions about demand and market conditions. Forecasted demand is determined based on historical sales and expected future sales. Inventory is stated at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis and net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The Company reduces its inventory to ~~its~~the lower of its cost or net realizable value on a part-by-part basis to account for ~~its~~ obsolescence or lack of marketability. Reductions are calculated as the difference between the cost of inventory and its net realizable value based upon assumptions about future demand, market conditions and costs. Once established, these adjustments are considered permanent and are not revised until the related inventory is sold or disposed of.

~~F-10~~



	~~MAXLINEAR, INC.~~ ~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~ ~~(in thousands, except per share amounts and percentage data)~~

~~Investments, Available-for-Sale~~

The Company classifies all investments as available-for-sale, as the sale of such investments may be required prior to maturity to implement management strategies. These investments are carried at fair value, with unrealized gains and losses reported as accumulated other comprehensive income until realized. The cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion, as well as interest and dividends, are included in interest income. Realized gains and losses from the sale of available-for-sale investments, if any, are determined on a specific identification basis and are also included in interest income.

Fair Value of Financial Instruments

The carrying amount of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses and compensation are considered to be representative of their respective fair ~~value~~values because of the short-term nature of these accounts. ~~Investment securities, available-for-sale, and the interest rate swap are carried at fair value.~~

Property and Equipment

Property and equipment is carried at cost and depreciated over the estimated useful lives of the assets, ranging from two to five years, using the straight-line method. Leasehold improvements are stated at cost and amortized over the shorter of the estimated useful lives of the assets or the lease term.

Production Masks

Production masks with alternative future uses or discernible future benefits are capitalized and amortized over their estimated useful ~~life~~lives of two to five years. To determine if ~~the~~a production mask has alternative future uses or benefits, the Company evaluates risks associated with developing new technologies and capabilities, and the related risks associated with entering new markets. Production masks that do not meet the criteria for capitalization are expensed as research and development costs.


			MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Goodwill and Intangible Assets

Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations accounted for under the acquisition method. Intangible assets represent purchased intangible assets including developed technology, in-process research and development, or IPR&D, technologies acquired or licensed from other companies, customer relationships, non-compete covenants, backlog, and trademarks and tradenames. Purchased finite-lived intangible assets are capitalized and amortized over their estimated useful lives. Technologies acquired or licensed from other companies, customer relationships, non-compete covenants, backlog, and trademarks and tradenames are capitalized and amortized over the lesser of the terms of the agreement, or estimated useful life. The Company capitalizes IPR&D projects acquired as part of a business combination. On completion of each project, IPR&D assets are reclassified to developed technology and amortized over their estimated useful lives.

Impairment of Goodwill and Long-Lived Assets

Goodwill is not amortized but is tested for impairment using either a qualitative assessment, and/or ~~the two-step method as needed. Step one~~quantitative assessment, which is ~~the identification of potential impairment. This involves~~based on comparing ~~the fair value of each reporting unit, which the Company has determined to be the entity itself, with its carrying amount, including goodwill. If~~ the fair value of a reporting unit ~~exceeds the~~with its carrying ~~amount, the goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary.~~amount. If the carrying amount of a reporting unit exceeds its fair value, ~~the second step of the impairment test is performed to measure the amount of~~a goodwill impairment loss ~~if any.~~is recorded. The Company tests by reporting unit, goodwill and other indefinite-lived intangible assets for impairment as of October 31 each year or more frequently if it believes indicators of impairment exist.

~~F-11~~



	~~MAXLINEAR, INC.~~ ~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~ ~~(in thousands, except per share amounts and percentage data)~~

Once an IPR&D project is complete, it becomes a finite-lived intangible asset and is evaluated for impairment both immediately prior to its change in classification and thereafter in accordance with the ~~Company's~~Company’s policy for long-lived assets.

The Company regularly reviews the carrying amount of its long-lived assets subject to depreciation and amortization, as well as the useful lives, to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. An impairment loss would be recognized when the sum of the expected future undiscounted net cash flows is less than the carrying amount of the asset. Should impairment exist, the impairment loss would be measured based on the excess of the carrying amount of the asset over the asset’s fair value.

During ~~2017, 2016~~the years 2023, 2022, and ~~2015,~~2021, the Company ~~identified~~recorded impairment of ~~IPR&D~~intangible assets of ~~$2.0~~$2.4 million, ~~$1.3~~$2.8 million and ~~$21.6 million,~~$0, respectively. Refer to Goodwill and Intangible Assets, Note 5 for more information.

Revenue Recognition

~~Revenue~~The Company’s revenue is primarily generated from sales of the Company’s integrated ~~circuits.~~circuits to electronics distributors, module makers, OEMs, and ODMs under individual customer purchase orders, some of which have underlying master sales agreements that specify terms governing the product sales. The Company recognizes such revenue at the point in time when ~~all~~control of the ~~following criteria are met: 1) there~~products is ~~persuasive evidence that an arrangement exists, 2) delivery~~transferred to the customer at the estimated net consideration for which collection is probable, taking into account the customer’s rights to price protection, other pricing credits, unit rebates, and rights to return unsold product. Transfer of ~~goods has occurred, 3) the sales price is fixed or determinable and 4) collectability is reasonably assured. Title to product transfers to customers~~control occurs either when ~~it is~~products are shipped to or received by the distributor or direct customer, based on the terms of the specific agreement with the customer, if the Company has a present right to payment and transfer of legal title and the risks and rewards of ownership to the customer has occurred. For most of the Company's product sales, transfer of control occurs upon shipment to the distributor or direct customer. In assessing whether collection of consideration from a customer is probable, the Company considers the customer’s ability and intention to pay that amount of consideration when it is due. Payment of invoices is due as specified in the underlying customer agreement, typically 30 days from the invoice date, which occurs on the date of transfer of control of the products to the customer. Since payment terms are less than a year, the Company has elected the practical expedient and does not assess whether a customer contract has a significant financing component.

~~Revenue~~A five-step approach is ~~recorded~~applied in the recognition of revenue: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance


			MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

obligations in the contract, and (5) recognize revenue when the Company satisfies a performance obligation. Customer purchase orders plus the underlying master sales agreements are considered to be contracts with the customer for purposes of applying the five-step approach.

Pricing adjustments and estimates of returns under contractual stock rotation rights are treated as variable consideration for purposes of determining the transaction price, and are estimated at the time control transfers using the expected value method based on the ~~facts~~Company’s analysis of actual price adjustment claims by distributors and historical product return rates, and then reassessed at the ~~time~~end of ~~sale. Transactions~~each reporting period. The Company also considers whether any variable consideration is constrained, since such amounts for which it is probable that a significant reversal will occur when the ~~Company cannot reliably estimate the amount that will ultimately~~contingency is subsequently resolved are required to be ~~collected~~excluded from revenues. Price adjustments are finalized at the time the ~~product has shipped and title has transferred to the customer~~products are deferred until the amount that is probable of collection can be determined. Items that are considered when determining the amounts that will be ultimately collected are: a customer’s overall creditworthiness and payment history; customer rights to return unsold product; customer rights to price protection; customer payment terms conditioned on sale or use of product by the customer; or extended payment terms granted to a customer.

~~A portion of the Company’s revenues are generated from sales made~~sold through distributors, some of which are under agreements allowing for pricing credits and/or stock rotation rights of return. Pricing credits to the Company’s distributors may result from its price protection and unit rebate provisions, among other factors. These pricing credits and/or stock rotation rights prevent the Company from being able to reliably estimate the final sales price of the inventory sold and the amount of inventory that could be returned pursuant to these agreements. As a result, for some sales through distributors, the Company has determined that it does not meet all of the required revenue recognition criteria at the time it delivers its products to distributors as the final sales price is not fixed or determinable. For such sales, revenue is not recognized until product is shipped to the end customer ~~which is when the amount that will ultimately be collected is fixed or determinable. Upon shipment of product to these distributors, title to the inventory transfers to the distributor~~ and the distributor ~~is invoiced, generally with 30~~or end customer submits a claim to ~~60 day terms. On shipments~~reduce the sale price to a pre-approved net price. Stock rotation allowances are capped at a fixed percentage of the Company’s ~~distributors where revenue is not recognized, the Company records~~sales to a ~~trade receivable~~distributor for ~~the selling price~~a period of time, up to six months, as there is a legally enforceable right to payment, relieving the inventory for the carrying value of goods shipped since legal title has passed to the distributor, and records the corresponding gross profitspecified in the consolidated balance sheet as a component of deferred revenue and deferred profit, representing the difference between the receivable recorded and the cost of inventory shipped. The Company also accepts orders or amendments to orders with non-cancellable and non-refundable, or NCNR, terms with fixed pricing. For such transactions, revenue is not deferred. As of January 1, 2018, all sales to distributors will be recognized upon shipment and estimates of future pricing credits and/or stock rotation rights fromindividual distributor contract. If the Company’s ~~distributors will reduce related revenues. If our~~current estimates of such credits and rights are materially inaccurate, it may result in adjustments that affect future revenues and gross profits. Returns under the Company’s general assurance warranty of products for a period of one to three years have not been material and warranty-related services are not considered a separate performance obligation under the customer contracts. Most of the Company’s customers resell the Company’s product as part of their product and thus are tax-exempt; however, to the extent the Company collects and remits taxes on product sales from customers, it has elected to exclude from the measurement of transaction price such taxes.

Each distinct promise to transfer products is considered to be an identified performance obligation for which revenue is recognized upon transfer of control of the products to the customer. Although customers may place orders for products to be delivered on multiple dates that may be in different quarterly reporting periods, all of the orders are scheduled within one year from the order date. The Company has opted to not disclose the portion of revenues allocated to partially unsatisfied performance obligations, which represent products to be shipped within 12 months under open customer purchase orders, at the end of the current reporting period. The Company has also elected to record sales commissions when incurred, as the period over which the sales commission asset that would have been recognized is less than one year.

Customer contract liabilities consist primarily of obligations to deliver rebates to customers in the form of units of products which are included in accrued expenses and other current liabilities in the consolidated balance sheets. Other obligations to customers, which are included in accrued price protection liability in the consolidated balance sheets, consist of estimates of price protection rights offered to the Company’s end customer on products sold by the Company to the end customer’s contract manufacturer at a standard price that are later incorporated into the end customers’ product. The Company’s price adjustments included in accrued expenses and other current liabilities are discounts and rebates expected to be claimed by the Company’s distributors upon sell-through of the products to their customers, which are initially sold by the Company to the distributors at a standard price. Also included in accrued expenses and other current liabilities are amounts expected to be returned by distributors under stock rotation rights. The Company also records ~~reductions~~a right of return asset, consisting of amounts representing the products the Company expects to receive from customers in ~~revenue~~returns, which is included in inventory in the consolidated balance sheets, and is typically settled within six months of transfer of control to the customer, or the period over which stock rotation rights are based. Upon lapse of the time period for ~~estimated pricing adjustments related~~stock rotations, or the contractual end to price protection ~~agreements with the Company’s end customers in the same period that the related revenue~~and rebate programs, which is ~~recorded. Price protection pricing adjustments are recorded at the time of sale as a reduction~~approximately one to revenue and an increase in the Company’s accrued liabilities. The amount of these reductions is based on specific criteria included in the agreements and other factors known at the time. The Company accrues 100% of potential price protection adjustments at the time of sale and does not apply a breakage factor. The Company de-recognizes the accrual for unclaimed price protection amounts as specific programs contractually endtwo years, and when the Company believes unclaimed amounts are no longer subject to payment and will not be ~~paid. See Note 7 for a summary of the Company's price protection activity.~~

~~Revenues from sales through the Company’s distributors accounted for 34%, 19% and 13%~~paid, any remaining asset or liability is derecognized by an offsetting entry to cost of net revenue and net revenue. For additional disclosures regarding contract liabilities and other obligations to customers, see Note 12.

The Company assesses customer accounts receivable and contract assets for ~~the years ended December 31, 2017, 2016 and 2015, respectively.~~

~~F-12~~



	~~MAXLINEAR, INC.~~ ~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~ ~~(in thousands, except per share amounts and percentage data)~~

impairment in accordance with ASC 310-10-35.

Warranty

The Company generally provides a warranty on its products for a period of one to three years. The Company makes estimates of product return rates and expected costs to replace the products under warranty at the time revenue is recognized based on historical warranty experience and any known product warranty issues. If actual return rates and/or replacement costs differ significantly from these estimates, adjustments to recognize additional warranty expenses in cost of net revenue may be required in future periods. As of December 31, ~~2017~~2023 and ~~2016,~~2022, the Company has warranty reserves of ~~$0.9~~$0.3 million and ~~$0.9~~$0.5 million, respectively, based on the Company’s estimates.


			MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Segment Information

The Company operates inunder one segment as it has developed, marketed and sold primarily only one class of similar products, radio-frequency, ~~mixed-signal and~~ high-performance analog ~~integrated circuits~~and mixed-signal communications system-on-chip solutions for the connected home, wired and wireless infrastructure markets and industrial and multi-market applications.

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or ~~decision making~~decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The Company’s Chief Executive Officer reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company has one business activity and there are no segment managers who are held accountable for operations, operating results and plans for products or components below the consolidated unit level. Accordingly, the Company reports asunder a single operating segment.

Stock-based Compensation

The Company measures the cost of employee services received in exchange for equity incentive awards, including restricted stock units, ~~and restricted stock awards,~~ employee stock purchase rights and stock options based on the grant date fair value of the award. The Company calculates the fair value of restricted stock units and performance-based restricted stock ~~awards~~units based on the fair market value of ~~its~~the Company’s common stock on the grant date. Stock-based compensation expense is then determined based on the number of restricted stock units that are expected to vest; for performance-based restricted stock units, this is the number of units that are expected to vest during the performance period if it is probable that the Company will achieve the performance metrics specified in the underlying award agreement. The Company uses the Black-Scholes valuation model to calculate the fair value of stock options and employee stock purchase rights granted to employees. Stock-based compensation expense is recognized over the period during which the employee is required to provide services in exchange for the award, which is usually the vesting period. The Company recognizes compensation expense over the vesting period using the straight-line method and classifies these amounts in the consolidated statements of operations based on the department to which the related employee reports.

Research and Development

Costs incurred in connection with the development of the Company’s technology and future products are charged to research and development expense as incurred. From time to time, the Company enters into contracts for jointly funded research and development projects to develop technology that may be commercialized into a product in the future. The Company also obtains research and development funding grants from governments in certain jurisdictions in which it operates. Both of these types of income are reflected as a credit to research and development expense when such income has been earned and any contingencies associated with retaining such income have been resolved. During the years ended December 31, 2023, 2022, and 2021, the Company recognized income from jointly funded research and development projects of $0, $23.3 million, and $0, respectively. While the Company retains ownership and rights to the underlying technology developed under the joint development projects, the Company may be required to repay all or a portion of the funds provided by the other parties under certain conditions, and defers such funds as liabilities until the repayment conditions have been resolved (Note 15).

~~Derivatives and Hedging Activities~~Leases

The Company’s leases primarily consist of facility leases which are classified as operating leases. The Company ~~records derivatives~~assesses whether an arrangement contains a lease at inception. The Company recognizes a lease liability to make contractual payments under all leases with terms greater than twelve months and a corresponding right-of-use asset, representing its right to use the underlying asset for the lease term. The lease liability is initially measured at the present value of the lease payments over the lease term using the collateralized incremental borrowing rate when the implicit rate is unknown. Options to extend or terminate a lease are included in the ~~consolidated balance sheets~~lease term when it is reasonably certain that the Company will exercise such an option. The right-of-use asset is initially measured as the contractual lease liability plus any initial direct costs and prepaid lease payments made, less any lease incentives. Upon adoption of ASC 842 on January 1, 2019, the carrying value of lease-related restructuring liabilities for certain restructured leases existing at ~~fair value. Hedge accounting~~that date was offset against the related right-of-use assets. Lease expense is ~~applied~~recognized on a straight-line basis over the lease term.

Upon adoption of ASC 842, the Company elected certain practical expedients and accordingly has (1) carried forward its prior assessments of (a) whether existing contracts on the January 1, 2019 adoption date contain leases, (b) classification of leases as operating or financing and (c) initial direct costs for existing leases and (2) considered hindsight in determining the


			MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

lease term and assessing impairment of the right-of-use-asset. In addition, the Company used a portfolio approach for its facility leases when making judgments and estimates, such as the discount rate.

Leased right-of-use assets are subject to ~~derivatives designated in a hedging relationship. A derivative designated~~impairment testing as a ~~hedge~~long-lived asset at the asset-group level. The Company monitors its long-lived assets for indicators of impairment. As the Company’s leased right-of-use assets primarily relate to facility leases, early abandonment of all or part of a ~~forecasted transaction~~facility as part of a restructuring plan is ~~carried at~~typically an indicator of impairment. If impairment indicators are present, the Company tests whether the carrying amount of the leased right-of-use asset is recoverable including consideration of sublease income, and if not recoverable, measures impairment loss for the right-of-use asset or asset group.

Pension and Other Defined Benefit Retirement Obligations

The costs of pension and certain other defined benefit employee retirement benefits are required to be recognized based upon actuarial valuations. The related net retirement benefit obligation is recognized as the excess of the projected benefit obligation over the fair value ~~with~~of the ~~effective portion~~plan assets. In measuring the retirement benefit obligation, the discount rate, expected long-term rate of ~~a derivative’s gain or loss recorded in other comprehensive income (i.e., a separate component~~return on plan assets, and long-term rate of ~~shareholders’ equity) and subsequently recognized in earnings~~salary increase are the most significant assumptions. Retirement benefit costs primarily represent the increase in the ~~same period or periods the hedged forecasted transaction affects earnings. The ineffective portion of a derivative’s gain or loss is recorded in earnings as it occurs. Changes in certain terms~~actuarial present value of the hedged transactions, including the selection of interest rate from one-month LIBOR to another rate could cause ineffectiveness in the derivatives and result in reclassification of amounts in accumulated other comprehensive income (loss) into earnings.retirement benefit obligation.

Income Taxes

The Company provides for income taxes utilizing the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. Deferred taxes are presented net as noncurrent. The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from the differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets

~~F-13~~



	~~MAXLINEAR, INC.~~ ~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~ ~~(in thousands, except per share amounts and percentage data)~~

when a judgment is made that is considered more likely than not that a tax benefit will not be realized. A decision to record a valuation allowance results in an increase in income tax expense or a decrease in income tax benefit. If the valuation allowance is released in a future period, income tax expense will be reduced accordingly.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company continually assesses the need for a valuation allowance on the deferred tax asset by evaluating both positive and negative evidence that may exist. Any adjustment to the net deferred tax asset valuation allowance would be recorded in the ~~income~~consolidated statement of operations for the period that the adjustment is determined to be required.

On December 22, 2017, the Tax Cuts and Jobs Act, or the Tax Act, was enacted into U.S. tax law. ~~Also on December 22, 2017,~~In 2018, the ~~SEC issued guidance~~Company made an accounting policy election to treat Global Intangible Low Taxed Income in Staff Accounting Bulletin No. 118, or SAB 118, to address certain fact patterns where the accounting for changes in tax laws or tax rates under ASC Topic 740 is incomplete upon issuance of an entity's financial statements for the reporting period in whichaccordance with the Tax Act ~~is enacted. As permitted in SAB 118, in 2017, the Company has taken~~as a ~~measurement~~ period approach and reported certain provisional amounts, based on reasonable estimates, for certain tax effects in which the accounting under ASC 740 is incomplete. Such provisional amounts are subject to adjustment during a limited measurement period, not to extend one year beyond the tax law enactment date, until the accounting under ASC 740 is complete. The Company has also made required supplemental disclosures to accompany the provisional amounts, including the reasons for the incomplete accounting, the additional information or analysis that is needed, and other information relevant to why the Company was not able to complete the accounting required under ASC 740 in a timely manner (Note 10).cost.

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as the change in equity (net assets) of a business entity during a period from transactions and other events and circumstances from non-owner sources. Other comprehensive income (loss) includes certain changes in equity that are excluded from net income (loss), ~~such as unrealized holding gains and losses on available-for-sale investments,~~ net of tax, such as foreign currency translation gains and losses and ~~unrealized gains and losses from interest rate hedging activities.~~

~~The following table summarizes the balances~~changes in ~~accumulated other comprehensive income (loss) by component:~~

Available for Sale Investments Cumulative Translation Adjustments Interest Rate Hedge Total
(in thousands)
Balance at December 31, 2017 $ —
$ 562
$ 477
$ 1,039
Balance at December 31, 2016 $ 55
$ (1,615 ) $ —
$ (1,560 )

~~Net Income (Loss) per Share~~

~~Basic net income (loss) per share is computed by dividing net income (loss) attributable to the Company by the weighted average number~~fair value of shares of common stock outstanding during the period. For diluted net income (loss) per share, net income (loss) attributable to the Company is divided by the sum of the weighted average number of shares of common stock outstanding and the potential number of shares of dilutive common stock outstanding during the period.projected benefit obligations for defined benefit plans.

Litigation and Settlement Costs

Legal costs are expensed as incurred. The Company is involved in disputes, litigation and other legal actions in the ordinary course of business. The Company continually evaluates uncertainties associated with litigation and records a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i)

~~F-14~~96



	MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ~~(in thousands, except per share amounts and percentage data)~~



Title of each class	Trading Symbol(s)		Name of ~~the~~each exchange on which registered
Common stock		MXL		The Nasdaq Stock ~~$0.0001 par value~~	~~New York Stock Exchange~~Market LLC



Acquisition Consideration	Amount

Cash ⁽¹⁾	$	688,114
Fair value of vested stock-based awards assumed ⁽²⁾	4,613
Total	$	692,727


☑
þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


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



	Year Ended December 31, 2017
	High		Low
First Quarter (January 1, 2017 to March 31, 2017)	$	28.05	$	21.44
Second Quarter (April 1, 2017 to June 30, 2017)	$	32.19	$	26.62
Third Quarter (July 1, 2017 to September 30, 2017)	$	28.80	$	20.67
Fourth Quarter (October 1, 2017 to December 31, 2017)	$	27.25	$	23.02



	Year Ended December 31, 2016
	High		Low
First Quarter (January 1, 2016 to March 31, 2016)	$	18.62	$	13.49
Second Quarter (April 1, 2016 to June 30, 2016)	$	20.91	$	15.86
Third Quarter (July 1, 2016 to September 30, 2016)	$	22.36	$	17.30
Fourth Quarter (October 1, 2016 to December 31, 2016)	$	22.70	$	18.37



Period	(a) Total number of shares (or units) purchased	(b) Average price paid per share (or unit)		(c) Total number of shares (or units) purchased as part of publicly announced plans or programs	(d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
January 1, 2017 to January 31, 2017	—	—		—	—
February 1, 2017 to February 28, 2017	12,500	$	26.76	—	—
March 1, 2017 to March 31, 2017	—	—		—	—
April 1, 2017 to April 30, 2017	—	—		—	—
May 1, 2017 to May 31, 2017	—	—		—	—
June 1, 2017 to June 30, 2017	—	—		—	—
July 1, 2017 to July 31, 2017	—	—		—	—
August 1, 2017 to August 31, 2017	—	—		—	—
September 1, 2017 to September 30, 2017	—	—		—	—
October 1, 2017 to October 31, 2017	—	—		—	—
November 1, 2017 to November 30, 2017	—	—		—	—
December 1, 2017 to December 31, 2017	—	—		—	—
Total	12,500			—	—



	As of December 31,
	2017		2016		2015		2014		2013
	(in thousands)
Consolidated Balance Sheet Data:
Cash, cash equivalents, restricted cash, and short- and long-term investments, available-for-sale	$	74,412	$	136,805	$	130,498	$	79,351	$	86,354
Working capital	124,918		158,304		134,170		67,668		56,558
Total assets	824,862		422,652		334,505		135,711		124,929
Total stockholders’ equity	387,424		352,424		262,924		99,102		86,674


~~ITEM 7A.~~	~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~


~~ITEM 9.~~	~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~


~~ITEM 10.~~	~~DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~


~~ITEM 12.~~	~~SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~


~~ITEM 1A.~~	~~RISK FACTORS~~


~~ITEM 13.~~	~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE~~


Classification	Balance at beginning of year		Additions (deductions) charged to expenses		Other Additions		(Deductions)		Balance at end of year
Allowance for credit losses (previously, allowance for doubtful accounts)
2023	$	—	$	—	$	—	$	—	$	—
2022	—		—		—		—		—
2021	—		—		—		—		—
Warranty reserves
2023	$	473	$	301	$	—	$	(490)	$	284
2022	774		358		—		(659)		473
2021	700		514		—		(440)		774
Valuation allowance for deferred tax assets
2023	$	66,273	$	8,019	$	—	$	—	$	74,292
2022	68,151		4,169		—		(6,047)		66,273
2021	71,811		(3,660)		—		—		68,151



	Available for Sale Investments		Cumulative Translation Adjustments			Interest Rate Hedge		Total
	(in thousands)
Balance at December 31, 2017	$	—	$	562		$	477	$	1,039
Balance at December 31, 2016	$	55	$	(1,615	)	$	—	$	(1,560	)


Description			Amount
⁽¹⁾ Fair value of purchase consideration:			Cash consideration paid includes 51,953,635 shares ultimately tendered at $13.00 per share, or an aggregate total of $675.4 million, plus $12.7 million of cash paid to settle certain outstanding stock-based awards which were not assumed by MaxLinear in the merger.

Cash	$	9,824

⁽²⁾Contingent consideration(1)	~~MaxLinear assumed certain of Exar's outstanding stock-based awards as part of the merger, and estimated the fair value of such assumed stock-based awards. The portion allocated to~~2,600
Total purchase price consideration represents the vested assumed stock-based awards. The fair value of the MaxLinear equivalent stock options included in stock-based awards assumed was estimated using the Black-Scholes valuation model utilizing certain assumptions (Note 9). Such assumptions are based on MaxLinear’s best estimates, which impact the fair value of the options calculated under the Black-Scholes methodology and, ultimately, the total consideration recorded for the acquisition.	$	12,424



Description	Amount
Preliminary purchase price allocation:
Cash	$	235,810
Accounts receivable	11,363
Inventory	48,536
Prepaid expenses and other current assets	2,288
Property and equipment	3,442
Identifiable intangible assets	249,500
Deferred tax assets	7,493
Other assets	5,434
Accounts payable	(12,385		)
Accrued expenses and other current liabilities	(10,464		)
Accrued compensation	(5,253		)
Other long-term liabilities	(3,030		)
Identifiable net assets acquired	532,734
Goodwill	159,993
Total purchase price	$	692,727



	Estimated Useful Life (in years)	Fair Value (in thousands)
Developed technology	7.0	$	120,900
Trademarks and tradenames	6.0	12,100
Customer-related intangible	5.0	96,300
Product backlog	0.5	3,600
Finite-lived intangible assets	6.0	232,900
In-process research and development	N/A	16,600
Total intangible assets		$	249,500



Description	Amount
Purchase price allocation:
Inventory	$	2,084
Prepaid expenses and other current assets	147
Property and equipment	3,277
Identifiable intangible assets	12,600
Deferred tax assets	875
Other assets	28
Accounts payable	(1		)
Accrued expenses	(234		)
Accrued compensation	(2		)
Other long-term liabilities	(99		)
Identifiable net assets acquired	18,675
Goodwill	2,325
Total purchase price	$	21,000



	Estimated Useful Life (in years)	Fair Value (in thousands)
Developed technology	7.0	$	7,100
Customer-related intangibles	1.8	4,800
Covenant not-to-compete	3.0	200
Product backlog	0.8	500
Total identifiable intangible assets	4.7	$	12,600


	Employee Separation Expenses		Lease Related Charges		Other		Total
	(in thousands)













Liability as of December 31, 2021	$	—	$	444	$	—	$	444
Restructuring charges	1,795		462		8		2,265
Cash payments	(824)		(273)		—		(1,097)

Non-cash charges and adjustments	—		(530)		—		(530)

Liability as of December 31, 2022	971		103		8		1,082
Restructuring charges	17,897		42		1,847		19,786
Cash payments	(11,388)		(142)		(265)		(11,795)

Non-cash charges and adjustments	(97)		(5)		(670)		(772)

Liability as of December 31, 2023	7,383		(2)		920		8,301
Less: current portion as of December 31, 2023	(7,383)		2		(920)		(8,301)
Long-term portion as of December 31, 2023	$	—	$	—	$	—	$	—


		December 31, 2023						December 31, 2022
	Weighted Average Useful Life (in Years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Value		Accumulated Amortization		Net Carrying Amount
		(in thousands)
Licensed technology	7.0	$	20,133	$	(1,431)	$	18,702	$	21,764	$	(580)	$	21,184
Developed technology	7.0	311,261		(263,635)		47,626		311,261		(228,532)		82,729
Trademarks and trade names	6.2	14,800		(14,276)		524		14,800		(13,461)		1,339
Customer relationships	5.0	128,800		(126,347)		2,453		128,800		(124,807)		3,993

Backlog	5.3	500		(500)		—		500		(429)		71
Patents	7.0	4,780		(455)		4,325		—		—		—
	6.1	$	480,274	$	(406,644)	$	73,630	$	477,125	$	(367,809)	$	109,316


	Amount
	(in thousands)
2024	$	24,120
2025	14,862
2026	13,753
2027	9,905
2028	4,567
Thereafter	6,423
Total	$	73,630











	December 31, 2022
			Net Unrealized
	Cost		Gains		Losses		Fair Value
			(in thousands)
Assets
Marketable equity investments	$	20,005	$	—	$	(1,476)	$	18,529



			Fair Value Measurements at December 31, 2023
	Balance at December 31, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)






Liabilities
Contingent consideration	$	2,462	$	—	$	—	$	2,462


	Useful Life (in Years)	December 31, 2023		December 31, 2022
		(in thousands)
Furniture and fixtures	5	$	3,995	$	3,924
Machinery and equipment	3-5	76,732		74,258
Masks and production equipment	2-5	54,240		50,970
Software	3	11,427		10,111
Leasehold improvements	1-5	35,867		34,236
Construction in progress	N/A	348		7,602
		182,609		181,101
Less: accumulated depreciation and amortization		(116,178)		(102,083)
		$	66,431	$	79,018


		Cumulative Translation Adjustments		Pension and Other Defined Benefit Plan Obligation		Total
	(in thousands)
Balance at December 31, 2021		$	21	$	2,104	$	2,125
Other comprehensive income (loss) before reclassifications, net of tax		(5,201)		2,055		(3,146)



Balance at December 31, 2022		(5,180)		4,159		(1,021)
Other comprehensive income (loss) before reclassifications, net of tax		121		(206)		(85)
Reclassification adjustments of unrealized gain (loss) on pension and other defined benefit plans, net of tax		—		(2,685)		(2,685)

Net current period other comprehensive income (loss)		121		(2,891)		(2,770)

Balance at December 31, 2023		$	(5,059)	$	1,268	$	(3,791)



	Employee Separation Expenses				Lease Related Expenses			Other			Total
	(in thousands)
Liability as of December 31, 2015	$	75			$	2,030		$	1,311		$	3,416
Restructuring charges	1,038				2,264			130			3,432
Cash payments	(1,047		)		(4,039		)	(1,338		)	(6,424		)
Non-cash charges	(66		)		244			(66		)	112
Liability as of December 31, 2016	—			—	499			37			536
Transfers from deferred rent	—				4,405			—			4,405
Restructuring charges	8,353				1,025			146			9,524
Assumed in acquisition	—				—			70			70
Cash payments	(2,984		)		(2,861		)	(146		)	(5,991		)
Non-cash charges	(5,130		)		(375		)	—			(5,505		)
Liability as of December 31, 2017	$	239			$	2,693		$	107		$	3,039



		December 31, 2017							December 31, 2016
	Weighted Average Useful Life (in Years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Value		Accumulated Amortization			Net Carrying Amount
		(in thousands)
Licensed technology	3.7	$	2,070	$	(575	)	$	1,495	$	3,311	$	(2,957	)	$	354
Developed technology	6.9	241,561		(39,252		)	202,309		77,800		(13,550		)	64,250
Trademarks and trade names	6.1	13,800		(1,992		)	11,808		1,700		(405		)	1,295
Customer relationships	4.6	121,100		(26,661		)	94,439		20,000		(4,782		)	15,218
Covenants non-compete	3.0	1,100		(506		)	594		900		(156		)	744
	6.1	$	379,631	$	(68,986	)	$	310,645	$	103,711	$	(21,850	)	$	81,861



	Amortization (in thousands)
2018	$	68,041
2019	57,191
2020	56,325
2021	55,542
2022	38,012
Thereafter	35,534
Total	$	310,645



	Fair Value at December 31, 2017
	(in thousands)
Assets
Interest rate swap	$	734