E N V I S I O N I N G   •

E M P O W E R I N G   •

E X C E L L I N G

MaxLinear Confidential & Proprietary   

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NYSE: MXL

Corporate Overview, March 2015

Filed by MaxLinear, Inc.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Entropic Communications, Inc.

Commission File No.: 001-33844

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DISCLAIMER

Forward-Looking Statements

This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the

Securities Exchange Act of 1934, as amended. Forward-looking statements include, among others, statements concerning our future financial performance

(including our LT model expectations); trends, growth opportunities, and estimated market sizes in specific product markets for cable, terrestrial, satellite,

broadband and other applications; and opportunities associated with new product offerings and our strategy to expand our addressable market, including our

recent acquisition of Physpeed and our entering a definitive agreement to acquire Entropic; our anticipated timing of the proposed merger with Entropic;

anticipated effects of the proposed merger with Entropic; prospects for the combined company, including expectations with respect to its market position and

intellectual property portfolio; expectations with respect to the growth strategies and addressable markets of the combined company; expectations with respect to

the products of the combined company after the proposed merger; anticipated synergies to be realized from the proposed merger; and expectations for operating

results of MaxLinear and Entropic. Forward-looking statements may contain words such as “will be,” “will,” “expected,” “anticipate,” “continue,” or similar

expressions, and include the assumptions that underlie such statements. These forward-looking statements involve known and unknown risks, uncertainties, and

other factors that may cause actual results to be materially different from any future results expressed or implied by the forward-looking statements. Forward-

looking statements are based on management’s current, preliminary expectations and are subject to various risks and uncertainties. Risks and uncertainties

affecting our business, operating results, financial condition, and stock price, include, among others, intense competition in our industry; our dependence on a

limited number of customers for a substantial portion of our revenues; uncertainties concerning how end user markets for our products will develop, including end

user markets for the cable and satellite applications of our products as well as end user markets for products currently in development; potential uncertainties

arising from continued consolidation among cable television operators; integration risks associated with our acquisition of Physpeed; our ability to develop and

introduce new and enhanced products on a timely basis and achieve market acceptance of those products, particularly as we seek to expand outside of our

historic markets; potential decreases in average selling prices for our products; limited trading volumes; risks relating to intellectual property protection and the

prevalence of intellectual property litigation in our industry, including pending litigation against us by a third party with the United States International Trade

Commission and in United States District Court in Delaware; our reliance on a limited number of third party manufacturers; and our lack of long-term supply

contracts and dependence on limited sources of supply.  Risks relating to our potential acquisition of Entropic include the potential failure of MaxLinear’s or

Entropic’s stockholders to approve the proposed merger transaction; the potential failure to obtain regulatory approvals related to the transaction; the challenges

and costs of closing, integrating, restructuring, and achieving currently anticipated synergies; the ability to retain key employees, customers, and suppliers of

Entropic or MaxLinear while the acquisition is pending and thereafter; and other factors generally affecting the business, operating results, and financial condition

of either MaxLinear or Entropic or the combined company.  In addition to these risks and uncertainties, investors should review the risks and uncertainties

contained in our filings with the Securities and Exchange Commission (SEC), including  those set forth under the caption “Risk Factors” in our most recent Annual

Report on Form 10-K for the year ended December 31, 2014 and our subsequent Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K that we

have filed and may file from time to time with the SEC.  Unless otherwise indicated herein, all forward looking statements are based on estimates, projections and

assumptions of MaxLinear as of the date of our February 9, 2015 press release announcing fourth quarter and fiscal year 2014 financial results. These slides do

not constitute confirmation or an update of previously provided guidance. MaxLinear is under no obligation (and expressly disclaims any such obligation) to update

or revise any forward-looking statements whether as a result of new information, future events, or otherwise.

Non-GAAP Financial Measures

This communication may contain certain non-GAAP financial measures, which management believes are useful to investors and others in evaluating business

combinations. Further detail and reconciliations between the non-GAAP financial measures and the GAAP financial measures are available in the Section entitled

“Appendix.”

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DISCLAIMER

MaxLinear

Investor

Relations

at

http://investors.maxlinear.com/,

at

IR@MaxLinear.com

or

by

telephone

at

(760)

517-1112

or

by

contacting

Entropic

Investor

Relations

at

http://ir.entropic.com/,     ir@entropic.com

or by telephone at (858) 768-3852. The contents of the websites referenced above are not deemed to be incorporated by reference

into the registration statement or the joint proxy statement/prospectus.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed

merger or otherwise. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Each of Entropic and MaxLinear and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from their respective

stockholders with respect to the transactions contemplated by the merger agreement. Information regarding the persons who may, under the rules of the SEC, be deemed

participants in the solicitation of MaxLinear or Entropic security holders in connection with the proposed merger will be set forth in the registration statement and the joint

proxy statement/prospectus when filed with the SEC. Information regarding Entropic’s executive officers and directors is included in Entropic’s Proxy Statement for its 2014

Annual Meeting of Stockholders, filed with the SEC on April 3, 2014, and its Current Report on Form 8-K, filed with the SEC on November 10, 2014, and information regarding

MaxLinear’ executive officers and directors is included in MaxLinear’ Proxy Statement for its 2014 Annual Meeting of Stockholders, filed with the SEC on April 17, 2014 and its

Current Report on Form 8-K, filed with the SEC on December 16, 2014. Copies of the foregoing documents may be obtained as provided above. Additional information

regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies in connection with the proposed merger, and a description of

their direct and indirect interests in the proposed merger, will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. The interests of those persons

who may be deemed participants in the solicitation may differ from the interests of Entropic stockholders or MaxLinear stockholders generally.  These interests will be

described in the joint proxy statement/prospectus when it becomes available.

No Offer or Solicitation

Additional Information and Where to Find It

Participants in the Solicitation

In connection with the proposed merger, MaxLinear intends to file a registration statement on Form S-4 with the SEC, which will include a preliminary prospectus and

related materials to register the shares of MaxLinear Class A Common Stock to be issued in the proposed merger, and MaxLinear and Entropic intend to file a joint

proxy statement/prospectus and other documents concerning the proposed merger with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ

THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE

SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MAXLINEAR, ENTROPIC, AND

THE PROPOSED MERGER. Investors and security holders will be able to obtain free copies of the registration statement and the joint proxy statement/prospectus

(when they are available) and any other documents filed by MaxLinear and Entropic with the SEC at the SEC’s website at www.sec.gov. They may also be obtained

at

MaxLinear Confidential & Proprietary   

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Pioneer of Broadband CMOS Analog RF

semiconductors –

World’s first CMOS

digital cable & terrestrial TV tuner

Core RF technology platform has wide

range of applicability, including large

infrastructure markets

Rapid revenue growth & top tier customers

~ 27% 6 Year CAGR; 2014 Sales $133M

Non-GAAP Profitable & focus on

improving operating leverage –

Q4’2014

Gross Margin 61%

LEADER IN ANALOG RF & MIXED-SIGNAL FRONT-

END SEMICONDUCTORS

~370 Employees…75% engineering (25% PhDs, 80% MS+)

Sept. 2003 Founding

March 2010 IPO

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RAPID PRODUCT CYCLE REVENUE GROWTH &

TRANSFORMATION –

480M+ RF CHIPS SHIPPED

Satellite markets driving new product revenue cycles in 2015

$51

$69

$72

$98

$120

$133

$0

$20

$40

$60

$80

$100

$120

$140

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2010

2011

2012

2013

2014

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TIER-1 CUSTOMERS, & MANUFACTURING

SUPPLIERS

Scalable, flexible, & fabless IC manufacturing supply chain

OEMS/ODMS

Manufacturing Partners

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MAXLINEAR –

THE CONNECTION AT HOME

Tuner

Demodulator

RF

IF

Amplification

and Filtering

IF

Baseband

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Home Access Medium

Addressable Platforms

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KEY GROWTH DRIVERS –

FATTER PIPES TO THE

HOME

Cloud Services &

Media Server Clients

Over-The-Top Video

Delivery

New Ultra HD video

(2K/4K/8K) Stds.

More

Bandwidth

More

Screens

=

More

Channels

OTT Video, New Ultra-HD TV Stds., Screen proliferation at

home, & Cloud services driving demand for higher bandwidth

Proliferation of

Screens at home

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CABLE DATA –

BROADBAND PLATFORM

EVOLUTION

DOCSIS

2.0

DOCSIS

3.0

DOCSIS

3.0

DOCSIS

3.0

DOCSIS

3.1

4 CH

8 CH

16-24 CH

Single

channel

Screen

proliferation

in the Home

Channel

bonding

bandwidth

Burgeoning

OTT Video

Increased

symmetric

bandwidth

1 CH

24+ CH

Cable DOCSIS3.0/3.1 enable OTT Video & Cloud services

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BROADBAND PLATFORM EVOLUTION –

CABLE &

SATELLITE VIDEO

Simple 

STB

4-6

channel

Media-

Server

Gateway

Dual-

channel

video

STB

2011-12

2013

2014+

2010

Single

Channel

PVR or Time

Shift Video

More PVR

Capability

Home Aggregation

& Distribution

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Key growth drivers

•

New Ultra-HD video (2K/4K/8K) require 2x-to-4x the bandwidth of

regular HD content –

Drives Channel bonding

•

Multiple screen home driving Media-Gateway & IP Client architecture –

Drives multiple channel capture & distribution

SATELLITE GATEWAY / SET-TOP BOX & OUTDOOR UNIT

(ODU) MARKET –

KEY NEW REVENUE GROWTH DRIVER

MaxLinear Management’s Best Estimate

2014

2018

$

SAM

SAT ODU

SAT STB / Gateway

$260M

$500M

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Home

Network

LEVERAGING FSC™

LEADERSHIP INTO END-TO-

END SATELLITE OPPORTUNITY

IP

Channel Stacking

D-ODU

Quad/Quattro

IP

Captures up to 10 GHz of Satellite Spectrum

FSC

TM

Lowest Power Technology for Gateways & ODUs

FSC

FSC

FSC

FSC

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MAXLINEAR GROWTH STRATEGY

Telecom

Grow RF, Analog,

Mixed-Signal Content

in Current

Broadband, Access &

Home Connectivity

Diversify Across

Wired & Wireless

Communication

Network

Infrastructure

Drive Long-Term

Profitability and

Diversified Growth

Datacom

Wireless

Cable

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EXPANDING ADDRESSABLE MARKET THROUGH

ACQUISITIONS AND ORGANIC GROWTH

Note: Serviceable Addressable Market (SAM ) data based on internal MaxLinear management estimates.

$0.8B

$2.8B

Broadband Cable,

Satellite, &

Terrestrial SAM

SAM

($ in billions)

Wireless Backhaul

Optical Datacom &

Telecom Network

Infrastructure

MoCA

Connectivity

Broadband Media

& Access

$3.0

$2.5

$2.0

$1.5

$1.0

$0.5

2014

2018

$0.0

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OVERVIEW OF ENTROPIC ACQUISITION

Acquisition

Value

Pro Forma

Ownership

Closing

Conditions

and Timing

Estimated

Synergies and

EPS Accretion

Merger

Consideration

–

$3.01 per Entropic share based on MaxLinear’s closing price on 2/2/15

–

Approximately $287M equity value and $181M enterprise value

–

$1.20 in cash and 0.2200 shares of MXL common stock per ENTR share

–

MaxLinear will assume outstanding and unvested options and RSUs

–

MaxLinear shareholders will own 65% and Entropic shareholders will

own 35% of pro forma common shares outstanding

–

Dr. Ted Tewksbury will join MaxLinear’s Board of Directors

–

$20M+ of estimated cost synergies in first full calendar year post-close

–

Expected to be immediately accretive to non-GAAP EPS

–

Closing conditions include approval by MaxLinear and Entropic

shareholders as well as customary regulatory approvals

–

Expected close in Q2 2015

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BUSINESS SNAPSHOT

San Diego, CA

San Diego, CA

2003

2001

>375 Issued & Pending

~1,500 Issued & Pending

$32.5M

$42.6M

61%

56%

$79M

$106M

Note: Entropic gross margin presented on a non-GAAP basis. See “Apprendix”. GAAP gross margin of 50%.

Note: MaxLinear Q4’14 GAAP and non-GAAP gross margin guidance percentage are both 61%.

Note: MaxLinear cash balance as of 12/31/14 and Entropic cash balance as of 12/31/14.

HQ

Founded

Patents

Q4’14 Revenue

Q4’14 GM

Cash Balance

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Note:  Figures

above

except

revenue

are

based

on

non-GAAP.

See

“Appendix”

for

reconciliation.

Note:  MaxLinear GAAP and non-GAAP gross margin are both 61% to 62%.

*Note: Guidance as presented in Entropic press release dated 2/3/15. This slide does not constitute an update of previously provided guidance.

NON-GAAP FINANCIAL MODEL

Revenue

$34M -

$35M

$45M -

$46M

--

Gross Margin

61% to 62%

53%

60%+

Operating Expenses

$18.5M

$20M -

$21M

35% -

40%

Operating Margin

7% -

8%

6% -

10%

20%+

o

$300M+ in annual revenue

o

Targeting $20M+ in operating synergies in first full calendar year post-close

o

Strong combined gross and operating margins

o

Significant cash flow and operating leverage potential

Long-Term

Model

Q1 2015

Guidance

Q1 2015

Guidance*

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TARGETING $20M+ IN OPERATING SYNERGIES IN

FIRST FULL CALENDAR YEAR POST-CLOSE

Targets

o

Optimized customer-

facing sales model

o

Supply chain efficiencies

o

R&D leverage for

strategic platforms

o

Significant proximity-

enabled G&A

opportunities

o

Significant customer

overlap with

complementary products

o

Integration opportunities

with combined  R&D

resources

o

Facilities and public

company overhead

redundancies

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Full Spectrum

Capture

Mixed-Signal

EXPANDING REACH FROM THE CLOUD, INTO

AND THROUGHOUT THE CONNECTED HOME

Home Networking

Cable

Infrastructure

Optical Datacom &

Telecom Network

Wideband

OFDM/OFDMA

Modem

High Speed

MAC H/W &

S/W

High Speed

MAC

Hi-Frequency

RF

(0-to-90GHz)

Gigabit QoS

Wireless

Infrastructure

COMBINED CAPABILITIES

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ENTROPIC ACQUISITION EXPANDS ANALOG &

MIXED-SIGNAL IN BROADBAND & ACCESS

MAXLINEAR   

Analog /

Mixed-Signal

ENTROPIC

Mixed-Signal

Other RF /

Analog /  Mixed

Signal

Digital

Baseband

RF

MoCA

Baseband

Processor

Cable, Satellite

& Access

RF Full

Spectrum

Capture

Frontend

PGA

WiFi

WiFi PA

Front End

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INCREASED RELEVANCE TO THE BROADBAND

ECOSYSTEM

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LEADER

IN

ANALOG

/

MIXED-SIGNAL

/

RF

IC

FOR HOME & NETWORK INFRASTRUCTURE

+

Extends leadership in analog, mixed-signal and RF ICs for

connected home and communications infrastructure markets

+

~ 1,900 Issued and pending combined patent portfolio

+

Immediately accretive to non-GAAP EPS

+

Increases revenue scale & improves operating leverage

+

Enables more content and differentiated solutions to customers

+

S

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FINANCIAL OVERVIEW

March 2015

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REVENUE, NET INCOME, AND GROSS MARGIN

$16

$18

$19

$16

$17

$18

$18

$19

$21

$24

$28

$25

$27

$30

$32

$32

$33

$36

$33

$32

$-

$5

$10

$15

$20

$25

$30

$35

$40

2010

2011

2012

2013

2014

68%

70%

70%

66%

64%

63%

64%

61%

60%

62%

63%

63%

63%

62%

63%

61%

62%

63%

61%

61%

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

50%

55%

60%

65%

70%

75%

2010

2011

2012

2013

2014

$10

$31

$51

$69

$72

$98

$120

$133

$0

$20

$40

$60

$80

$100

$120

$140

2007

2008

2009

2010

2011

2012

2013

2014

GAAP

Non GAAP

2.0

2.9

2.9

0.2

(0.1)

(0.6)

(1.5)

(1.5)

(2.0)

1.8

4.3

0.7

2.5

3.8

2.9

2.3

3.7

5.0

1.7

2.1

1.3

1.8

1.4

5.7

-1.1

-4.8

-11.4

-4.7

-6.6

-2.6

0.5

-4.6

-2.3

-2.9

-4.9

-2.6

-0.9

-0.6

-3.2

-2.4

-12

-10

-8

-6

-4

-2

0

2

4

6

8

2010

2011

2012

2013

2014

Annual Revenue (in mills)

Quarterly Revenue (in mills)

Quarterly Net Income (in mills)

Quarterly Gross Margin (%)

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LIQUIDITY AND INVESTMENT CAPACITY 

Cash and investments of $79M with no debt enable

TAM expanding investments

EV of ~1.9x trailing revenue and $2 in cash

and investments per fully diluted share

Roadmap to deliver meaningful operating

leverage on step-up in investment levels

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TARGET FINANCIAL MODEL

GAAP

2008

2009

2010

2011

2012

2013

2014

LT Model

Revenue

(M)

$31

$51

$69

$72

$98

$120

$133

Gross

Margin

60%

67%

69%

63%

62%

61%

62%

~60%

R&D

46%

39%

40%

56%

47%

44%

43%

25%–27%

SG&A

20%

19%

23%

28%

28%

27%

26%

12%–15%

Op. Margin

(6%)

9%

6%

(21)%

(13)%

(10)%

(7)%

~20%

Note:

Fiscal

year-end

December

31.

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TARGET FINANCIAL MODEL

Non-GAAP

2008

2009

2010

2011

2012

2013

2014

LT Model

Revenue

(M)

$31

$51

$69

$72

$98

$120

$133

Gross

Margin

60%

67%

69%

63%

62%

62%

62%

~60%

R&D

45%

37%

37%

45%

37%

35%

34%

25%–27%

SG&A

20%

19%

21%

23%

19%

17%

18%

12%–15%

Op. Margin

(5%)

11%

11%

(5)%

6%

10%

10%

~20%

Note:

Fiscal

year-end

December

31.

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SUMMING UP: KEY TAKE-AWAYS

•

Legacy of superior technology and execution

•

Delivering breakthrough products and partnering

with industry technology leaders and Tier-1

global customers

•

Seasoned executive leadership and Best-in-Class

engineering team

•

Positioned to exploit exciting growth opportunities

in new and existing markets

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THANK YOU

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APPENDIX

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MAXLINEAR Q1 2015 OPERATING EXPENSES

RECONCILIATION TO GAAP

Q1 2015

($ in millions)

Guidance

GAAP Operating Expenses

$27.5  

Stock-Based Compensation

(4.0)

Stock-Based Bonus Plan Accrual

(1.4)

Physpeed Related Charges

(0.3)

IP Litigation

(0.5)

Entropic M&A Transaction Expenses

(2.8)

Non-GAAP Operating Expenses

$18.5

Note:  Guidance as presented in MaxLinear and Entropic press releases dated 2/3/15.

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ENTROPIC GROSS PROFIT & OPERATING

EXPENSES RECONCILIATION TO GAAP

Q1 2015

Guidance

GAAP Operating Expenses

$26.3

-

$27.3  

Stock-Based Compensation

(3.0)

Restructuring and Impairment Charges

(2.0)

Amortization of Purchased Intangibles

(0.3)

IP Litigation

(0.0)

MaxLinear M&A Transaction Expenses

(1.0)

Non-GAAP Operating Expenses

$20.0

-

$21.0

Q4 2014

Q1 2015

Results

Guidance

Non-GAAP Gross Profit Percentage

56%

53%

Stock-Based Compensation

(0%)

(0%)

Amortization of Purchased Intangibles

(6%)

(6%)

GAAP Gross Profit Percentage

50%

47%

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Key drivers

•

Silicon tuner adoption in hybrid (analog/digital) televisions

•

Analog-to-Digital TV transition & new DTV Stds. drive set-top market

•

Key announcements

•

MxL601 hybrid TV tuner sets benchmark for performance and power

•

Single-Chip tuner-demod SoC for ISDBT-digital TV in Latin America for

Satellite PayTV operators

LEGACY TERRESTRIAL TV & SET-TOP-BOX

MARKET

2018

2013

$220M

$250M

$ SAM

MaxLinear Management’s Best Estimate

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Key drivers of growth in Cable

•

OTT Video, Cloud services, Ultra-HD video

(2K/4K/8K) driving data bandwidth demand

•

Multiple channel capture & distribution to multiple

screens over IP in Media servers

•

Emerging DOCSIS 3.1 standard –

Cloud services

CABLE:  DATA & MEDIA GATEWAY AND

INFRASTRUCTURE MARKETS

MaxLinear Management’s Best Estimate

$340M

$525M

2014

2017

$ SAM

Data

Video

Infrastucture

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OPPORTUNITY –

CURRENTLY ADDRESSED

BROADBAND MARKETS

Growing SAM –

2013 Revenue less than 15% of SAM

MaxLinear Management’s Best Estimate

2014

2018

CURRENT

MARKETS  $ SAM

TERRESTRIAL

CABLE

SATELLITE

$800M

$1.3B

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What We Bring To The Market:

•

History of innovation in ultra-high performance data converters and

DSP

•

Demonstrated execution of advanced modulation techniques

•

Best in class reach and throughput with industry leading lower power

solutions

PHYSPEED ACQUISITION:  EXPANSION INTO

OPTICAL INTERCONNECT MARKET

MaxLinear Management’s Best Estimate

2014

2018

$83M

$670M

$ SAM

SERDES

Clock & Data Recover

Modulator

Transimpedence Amplifer

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2013/14

Sat Digital ODU

FULL SPECTRUM CAPTURE (FSC™)

TECHNOLOGY

2011 Cable Gateway

2012/13

Satellite Gateway

FSC

TM

:

Lowest

power,

smallest

footprint

multichannel

tech

Cable or Satellite Channel Spectrum

Full Spectrum

Capture

Single

channel tuner

Wi-Fi