8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

February 13, 2017

Date of Report (date of earliest event reported)

GIGPEAK, INC.

(Exact name of Registrant as specified in its charter)

Delaware	001-35520	26-2439072
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

130 Baytech Drive

San Jose, CA 95134

(Address of principal executive offices)

(408) 522-3100

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.

The following information is intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition.” This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On February 13, 2017, GigPeak, Inc. (the “Company”) posted to its corporate website a slide presentation (the “Corporate Presentation”) including information pertaining to its financial results for the three months and twelve months ended December 31, 2016. The full Corporate Presentation is furnished as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01. Other Events.

As previously disclosed in the Current Report on Form 8-K filed on February 13, 2017 by GigPeak, Inc. (the “Company”), on February 13, 2017, the Company, Integrated Device Technology, Inc., a Delaware corporation (“Parent”), and Parent’s newly formed, wholly owned subsidiary, Glider Merger Sub, Inc., a Delaware corporation (the “Purchaser”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which the Purchaser will commence a cash tender offer (the “Offer”) to purchase all of the outstanding shares of common stock of the Company. Following the consummation of the Offer, the Purchaser will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent, subject to the terms and conditions set forth in the Merger Agreement.

On February 13, 2017, Parent made available to the employees of the Company, in connection with the announcement of the execution of the Merger Agreement, a slide presentation (the “Employee Presentation”). A copy of the Employee Presentation is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 Corporate Presentation of GigPeak, Inc., dated February 13, 2017

Exhibit 99.2 Employee Presentation of Integrated Device Technology, Inc., dated February 13, 2017

Additional Information

The Offer has not yet commenced. This Current Report on Form 8-K is neither an offer to purchase nor a solicitation of an offer to sell any securities. At the time the tender offer is commenced, the Parent will file with the Securities and Exchange Commission (“SEC”) a Tender Offer Statement on Schedule TO, and the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Company stockholders and other investors are strongly advised to read the tender offer materials (including the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents that have yet to be filed) and the Solicitation/Recommendation Statement because they will contain important information that should be read carefully before any decision is made with respect to the tender offer. The Tender Offer Statement and the Solicitation/Recommendation Statement will be available for free at the SEC’s website at www.sec.gov. Free copies of these materials and other tender offer documents will be made available by the information agent for the tender offer.

In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, Parent and the Company file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by the parties at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the public reference room. The parties’ filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements, including, but not limited to, statements related to the anticipated consummation of the acquisition of the Company and the timing and benefits thereof. These forward-looking statements are based on the current expectations of the Company and Parent and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to the ability of the Company and Parent to complete the transaction on the proposed terms and schedule; whether Parent or the Company will be able to satisfy their respective closing conditions related to the transaction; whether sufficient stockholders of the Company tender their shares of common stock in the transaction; whether the Parent will obtain financing for the transaction on the expected timeline and terms; the outcome of legal proceedings that may be instituted against the Company and/or others relating to the transaction; the possibility that competing offers will be made; risks associated with acquisitions, such as the risk that the businesses will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the transaction will not occur; risks related to future opportunities and plans for the acquired company and its products, including uncertainty of the expected financial performance of the acquired company and its products; disruption from the proposed transaction, making it more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers;, as well as other risks related to Parent’s and the Company’s businesses detailed from time-to-time under the caption “Risk Factors” and elsewhere in Parent’s and the Company’s respective SEC filings and reports, including the Annual Report of the Company on Form 10-K for the year ended December 31, 2015 and the Annual Report of Parent on Form 10-K for the year ended April 3, 2016. The Parent undertakes no duty or obligation to update any forward-looking statements contained in this press release as a result of new information, future events or changes in its expectations.

SIGNATURES

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

GIGPEAK, INC.
By:	/s/ Dr. Avi Katz
	Name: Dr. Avi Katz
	Title:  Chief Executive Officer

Date: February 13, 2017

EXHIBIT INDEX

Exhibit 99.1 Corporate Presentation of GigPeak, Inc., dated February 13, 2017

Exhibit 99.2 Employee Presentation of Integrated Device Technology, Inc., dated February 13, 2017

EX-99.1

Exhibit 99.1

 February 13, 2017NYSE MKT: GIG  GigPeak Q4 FY16 Corporate Summary 

 Additional Information and Where to Find It:This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities. The tender offer for the outstanding shares of GigPeak’s common stock described in the separate GigPeak press releases has not commenced. At the time the tender offer is commenced, IDT will file or cause to be filed a Tender Offer Statement on Schedule TO with the SEC and GigPeak will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC related to the tender offer. The Tender Offer Statement (including an Offer to Purchase, a related Letter of Transmittal and other tender offer documents) and the Solicitation/Recommendation Statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to GigPeak’s stockholders at no expense to them by the information agent to the tender offer, which will be announced. In addition, all of those materials (and any other documents filed with the SEC) will be available at no charge on the SEC’s website at www.sec.gov.Forward Looking Statements: This presentation contains statements regarding the anticipated consummation of the acquisition of GigPeak and the timing and benefits thereof, operating trends; expected future results and guidance; GigPeak’s and its subsidiaries’ expansion and business strategies into new markets and projects; anticipated growth opportunities; changes in business or other market conditions and product trends that are forward-looking. We undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. Additional factors that could cause actual results to differ are discussed under the heading "Risk Factors" and in other sections of the GigPeak filings with the SEC, and in GigPeak’s other current and periodic reports filed or furnished from time to time with the SEC.   Disclaimer  2 

 Use of Non-GAAP and Adjusted EBITDA Financial Measures:These materials include references to non-GAAP net income/loss, adjusted consolidated non-GAAP net income/loss, and Adjusted EBITDA. Adjusted EBITDA is defined as net earnings before interest, taxes, other expense (income), net, depreciation and amortization, including amortization of intangibles, stock-based compensation, acquisition and strategic activities related costs and loss on equity method investment. Adjusted EBITDA differs from net earnings, as calculated in accordance with GAAP, in that it excludes the foregoing items. GigPeak believes that these non-GAAP financial measures are important indicators of the ongoing operations of its business, provide an additional metric for comparability between reporting periods, and provide an additional baseline for analyzing trends in GigPeak’s operations. In addition, Adjusted EBITDA is used in determining compliance with covenants in our term loan and revolving line agreement. GigPeak does not, nor does it suggest that investors should, consider such non-GAAP and Adjusted EBITDA financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. GigPeak believes the disclosure of the effects of these items increases the reader’s understanding of, and an enhanced level of transparency into, the underlying performance of the business and that such non-GAAP and Adjusted EBITDA financial measures provide investors with a supplemental tool to evaluate our financial results and assess our prospects for future performance.Intellectual Property:All trademarks, service marks and trade names of GigPeak, Inc. used herein are trademarks or registered trademarks of GigPeak, Inc. Any other product, company names, or logos mentioned herein are the trademarks and/or property of their respective owners.  Disclaimer  3 

 

 Introducing GigPeak  4  A leading innovator of semiconductor ICs and software solutions to Enable High-Speed Networking Connectivity and High-Quality Video Streaming over the Cloud  Faster networking connectivity links at all speeds and all reaches High video-quality streaming by superior compression at low bitrates Lower power consumption while increasing information density Improved utilization of infrastructure & reduced total cost of ownership  Focuses on cloud networking and video streaming enterprise connectivity   Accretive acquisitions and strategic partnerships  Product differentiation supports high margins & business operating leverage   8 acquisitions & 1 joint-venture Broadened product portfolioExpanded addressable marketDiversified portfolio of Tier 1 customers  Synergistic opportunities to cross-sell products globally to top-tier customers14 consecutive quarters of revenue growth with high-margin product lines22 consecutive quarters of positive Adjusted EBITDAQ4’16: Record revenue of $16.2 millionNon GAAP: 74% GM; 31% AEBITDA: 22% NI 

 A leading innovator of semiconductor ICs and software solutions to Enable High-Speed Networking Connectivity and High-Quality Video Streaming over the Cloud  GigPeak Focused Mission  5  BASE STATIONBACKHAUL  METRO ROUTERS          CORE ROUTERS          NETWORKING APPLICATIONS  CLOUD CONNECTED APPLICATIONS  SUBMARINE NETWORKS  SATELLITEGROUNDSTATION  SATELLITE COMMUNICATION  AIRBORNE COMMUNICATION    ENTERPRISE& DATA CENTER    ACCESS    Multi-Screen Video  STREAMING APPLICATIONS 

 GigPeak Growth History  6                      20%+Revenue CAGRfrom 2009 – 2015  ($ in millions)  Telecom PMD  Video compression solutions  Datacom PMD  High speed ASIC  GNSS/IoT RF devices  Wireless devices  Datacom PMD  72  High-Speed & HQ Cloud Connectivity = Networking + Video Streaming      

 High-Speed Connectivity and High-Quality Video StreamingOver the Network and the Cloud   GigPeak Solutions   7  Data Center Networks  Drivers, TIAs, & CDRs for AOCs & Pluggables  Core & Metro Networks   Drivers & TIAsCustom ASICs  Access,Backhaul & 5G Applications  RF MMICs for Access & 5G Applications    Networking      Primary & Secondary Content Distribution  Software & SoC  Video Streaming 

   GIG Driver  GIG TIA  Core & Metro Network 100Gbps - 400Gbps Coherent   8  Line Card -> 4x5” Transceiver -> Small Form Factor integration32Gbaud QPSK -> 64Gbaud 16QAM   TIAs & Drivers for all speeds & formatsLeadership in Limiting and Linear Coherent 100Gbps to 400Gbps drivers  GigPeakDifferentiation:    CFP  CFP2CFP8  CFP4                       

       Devices for Parallel Optics Links1x/4x/12x channels for nrz 10, 14 & 28Gbps / channel 1x/4x channels for pam4 56Gbps / channel  TIA IC  PD ARRAY  VD IC  VD IC  TIA IC  VCSEL ARRAY  VCSEL ARRAY  PD ARRAY  LENS ARRAY  LENS ARRAY    LENS ARRAY  LENS ARRAY  CDR ARRAY  CDR ARRAY  CDR ARRAY  CDR ARRAY  Data Center Communication Meaningful Footprint in the Data Center Links  9  40Gbps ICs - Sole merchant supplier of this technology, which will dominate the industry for the next few years 100Gbps ICs– complete product portfolio for SFP+ and QSFP28 SR & LR ModulesPSM4 ICs - First in the market to offer for 200Gbps DC intra-connect market  GigPeakDifferentiation:               

 Professional Broadcasting & IP-Video Streaming  10  Generations of ASIC/SOC and Complete Software Stack SolutionS  SoC D7Pro  AVC - H.264MPEG-2  SW-Stack on STD ProcessorsAnd D7Pro  HEVC - H.265AVC - H.264MPEG-2    Video Contribution  Primary distribution  Secondary distribution  Best in Class Video QualityDVB Compliant and Interoperable solution  Two Decades of Award-winning Video Compression ExperienceComplete Solution  Advanced Content Repurposing for Multi-Screen ViewingHigh Efficient Statistical Multiplexing Interface  GigPeakDifferentiation:  Highest video quality at lowest bitrate complete SW-stack solutions 

 GigPeak Broad Customer Base  11    11  APAC  NORTH AMERICA  EMEA 

 GigPeak Trended Quarterly Financial Summary    Historical results prior to June 2016 are for GigOptix and do not include results from Magnum Semiconductor, which was acquired April 5, 2016 **Based on total diluted share count of 47.1 million, 69.4 million and 70.4 million for the periods ending December 2015, September 2016 and December 2016 respectively  12 

 GigPeak Non-GAAP EPS Profitability Trends  13  The 14th straight quarter of revenue growth The 11th straight quarter of non-GAAP Net Income The 22nd straight quarter of positive Adjusted EBITDANon-GAAP EPS of $0.20 for last 4 quarters through Q4’16Increased EPS in FY 2016 in spite of ~67% additional shares since Q4’15  Annual Non-GAAP EARNINGS PER SHARE  Commentary on Preliminary Q4’16 Results  Annual ADJUSTED EBITDA Margins 

  GigPeak Year-Over-Year Financial Progress    Q4 2015  Q4 2016  ~Increase  Market Capitalization*   $116M  $177M  53%  Quarterly Total Revenue  $11.1M  $16.2M  46%  Gross Margin (Non-GAAP)  67%  74%  700 bps.  Net Income (Non-GAAP)  $2.2M  $3.6M  64%  Adjusted EBITDA  $2.9M  $5.0M  72%  *as of February 10, 2016 and February 10, 2017  14 

  GigPeak Balance Sheet & Capitalization      Cash & Equivalents  $35.8   Accounts Receivable  $15.3   Inventory  $13.7   Other Current Assets  $0.7  Total Current Assets  $65.4   Long-term Assets  $75.1  Total Assets  $140.4   Current Liabilities  $16.0   Long-term Liabilities/Other  $14.1   Total Liabilities  $30.1   Total Equity  $110.3  Total Liabilities & Equity  $140.4   Diluted Common Stock Outstanding  70.4M   Stock Price1  $2.52   Avg. Trading Volume1  ~480,000   Market Cap1  $177M   Options Outstanding  7.1M   Weighted Exercise Price  $2.26   RSUs Outstanding  5.5M    Warrants Outstanding  0.2M  Balance Sheet 12/31/16 (Millions)  Cap Table Highlights   1 As of February 10, 2017  15 

 Catalysts for Growth   Track Record of Growing Revenue and Improving Profit Margins  Networking and Video Streaming Solutions for Efficient Cloud Connectivity  Global Diversified Customer Base  Highly Differentiated Technology Portfolio  Disciplined M&A Strategy Driving Scale and Growth  Addressing High Margin Market Opportunities  16  Networking:Telecom - Core and Metro:100G/200G Coherent Linear TIAs100G/200G Coherent Linear SMT Drivers400G Coherent Linear “Gold-Box” DriversDatacom – SR & LR1, 4 & 12 channels 14G VCSEL Drivers and TIAs for SFP+/QSFP pluggables and AOCs 1, 4 & 12 channels 28G NRZ VCSEL Drivers, DML Drivers, TIAs and CDRs SFP+/QSFP28 pluggables and AOCs1 & 4 channels 56G PAM4 VCSEL Drivers, EML Drivers, TIAs and CDRsAccess Wireless ICs and UWB ASICsBroadcasting:Encoding and Decoding Full SW - stack including HEVC, for Broadcasting and Video Streaming to provide superior video quality, high density, and best latency, loaded on GIG D7 SoC and STD X86 CPUs 

 February 13, 2017NYSE MKT: GIG  GigPeak Q4 FY16 Corporate Summary 

 GAAP to Non-GAAP Reconciliation *GigOptix Historical Results   ($ in Thousands)    2013    2014    2015          Gross Margin Reconciliation                    GAAP gross profit  $19,236     $25,496      $7,679  $10,175  $10,648  $11,511  $40,013  Stock-based compensation  336     387      86  72  74  61  293  Amortization of intangible assets  412     413      103   702  641  426  1,872  Special bonus  –    3       –  –  10  –  10  Non-GAAP Gross Profit  $19,984     $26,299      $7,868   $10,949  $11,373  $11,998  $42,188  Revenue  $32,947     $40,394      $11,362  $15,368  $15,796  $16,217  $58,743  GAAP gross margin  58%    63%     68%  66%  67%  71%  68%  Non-GAAP gross margin  61%    65%     69%  71%  72%  74%  72%                          Net Income Reconciliation                        GAAP net income (Loss)  ($5,821)    $1,249      ($52)  $85  $671  $1,529  $2,233  Stock-based compensation  4,225     3,848      1,285   1,072  1,097  1,133  4,587  Amortization of intangible assets  893     991     320   1,014  953  740  3,027  Restructuring expense, net  343     –     –  –  –  –  –  Acquisition & strategic activities related costs  466     668      803  469  50  189  1,511  Special bonus  343     550      –  –  695  –  695  Change of executive severance & related costs  334     –     –  –  –  –  –  Loss on equity investment  456     3      –  –  –  –  –  Non-GAAP net income  $1,239     $7,309      $2,356   $2,640  $3,466  $3,591  $12,053  2014*  2015*  Q1’16*  18  Q2’16  Q3’16  2016  Q4’16  Reconciliation tables of GAAP to non-GAAP included in the financial tables filed in a Form 8-K with the SEC.* Results for GigOptix, Inc. only 

EX-99.2

Exhibit 99.2

 Welcome to GigPeak PeopleFebruary, 2017 

 Cautionary Note Regarding Forward Looking Statements  This presentation contains forward-looking statements, including, but not limited to, statements related to the anticipated consummation of the acquisition of GigPeak, Inc. (“GigPeak”) and the timing, benefits and financing thereof, Integrated Device Technology, Inc.’s (“IDT”) strategy, plans, objectives, expectations (financial or otherwise) and intentions, future financial results and growth potential, anticipated product portfolio, development programs, patent terms and other statements that are not historical facts. These forward-looking statements are based on IDT’s current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to IDT’s ability to complete the transaction on the proposed terms and schedule; whether IDT or GigPeak will be able to satisfy their respective closing conditions related to the transaction; whether sufficient stockholders of GigPeak tender their shares of GigPeak common stock in the transaction; whether IDT will obtain financing for the transaction on the expected timeline and terms; the outcome of legal proceedings that may be instituted against GigPeak and/or others relating to the transaction; the possibility that competing offers will be made; risks associated with acquisitions, such as the risk that the businesses will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the transaction will not occur; risks related to future opportunities and plans for the acquired company and its products, including uncertainty of the expected financial performance of the acquired company and its products; disruption from the proposed transaction, making it more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers; the calculations of, and factors that may impact the calculations of, the acquisition price in connection with the proposed merger and the allocation of such acquisition price to the net assets acquired in accordance with applicable accounting rules and methodologies; and the possibility that if the acquired company does not achieve the perceived benefits of the proposed transaction as rapidly or to the extent anticipated by financial analysts or investors, the market price of IDT’s shares could decline, as well as other risks related to IDT’s and GigPeak’s businesses detailed from time-to-time under the caption “Risk Factors” and elsewhere in IDT’s and the GigPeak’s respective SEC filings and reports, including the Annual Report of GigPeak on Form 10-K for the year ended December 31, 2015 and the Annual Report of IDT on Form 10-K for the year ended April 3, 2016. IDT undertakes no duty or obligation to update any forward-looking statements contained in this presentation as a result of new information, future events or changes in its expectations.  

 Additional Information and Where to Find It  This presentation related to IDT’s acquisition of GigPeak. This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities. The tender offer for the outstanding shares of GigPeak’s common stock described in this presentation has not commenced. At the time the tender offer is commenced, IDT will file or cause to be filed a Tender Offer Statement on Schedule TO with the SEC and GigPeak will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC related to the tender offer. The Tender Offer Statement (including an Offer to Purchase, a related Letter of Transmittal and other tender offer documents) and the Solicitation/Recommendation Statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to GigPeak’s stockholders at no expense to them by the information agent to the tender offer, which will be announced. In addition, all of those materials (and any other documents filed with the SEC) will be available at no charge on the SEC’s website at www.sec.gov.  

 What We Just Announced  Integrated Device Technology to acquire GigPeakApproved by both Management teams and Board of DirectorsProcess started for government approvals and acquiring shares (tender offer)Expected to close during the 2nd calendar quarter of 2017We intend to grow GigPeak’s business, and are interested in all of itFrom an IDT perspective, GigPeak isn’t a new strategyIt accelerates our current strategyWe can now provide ultra-high speed interconnect using electrons, radio, and photons – a unique and valuable position ! 

 5  Questions You May Have  Will there be job loss?We’re very impressed with GigPeak peopleYes, there will be some but very little, and mainly in G&A. IDT will actively help everyone in this process No R&D change. Marketing / bus-dev and sales is also complimentary to our ownWill IDT invest to grow our business?Yes. We expect commitment to grow along with new investment. We wouldn’t be doing this if we didn’t think we could grow faster togetherWho will my boss(es) be?Pretty much the same ones you know already This will be run as a standalone business, led by Raluca Dinu who will report to Sean Fan, head of IDT Computing & Communications DivisionThere’s a lot of opportunity to leverage GigPeak IP and knowledge into other IDT businesses too – we’ll figure those out together 

 IDT Revenue Growth & Profile  FY14 Revenue $485MF4Q14 Mix  FY17 Revenue $728MF4Q17 Mix  14.5% 3 Year CAGR  Strong revenue growth and diversification has been achievedNew mix is leveraged to higher growth markets  FY17 assuming 4Q17 January guidance midpoint  CommunicationsInfrastructure  Data Center& HPC  Consumer  CommunicationsInfrastructure  Data Center& HPC  Consumer  Auto& Indust  6 

 Communications: We make Advanced Timing, RF, and mmWave basebands Data Center: primarily memory interface (timing) devices, lots of customer “pull” for optical interconnectAutomotive & Industrial: business is now integrated and already gaining market shareConsumer segment: Wireless Power, Timing and Sensors are primary growth engines  IDT Business BackgrounderA Setup Year for Future Growth  CommunicationsInfrastructure  Data Center& HPC  Auto/Indust/Consumer  4Q17 Mix Forecast  4Q17 mix forecast per January earnings call  Auto/Industrial grouped with Consumer due to similar growth opportunity profiles  Current revenue profile positioned for strong & balanced growth  7 

 Compelling Strategic Fit  8  Cloud  Mobile Telecom Network  Wired Telecom/Enterprise Network  IP Video DeliveryNetwork  Data Center/CloudInfrastructure  Automotive Network                 

 End-to-End Datacenter Interconnect Solutions  9  Inside Server  Intra Datacenter  Inter Datacenters         Outstanding Position in the Industry!  + 

 Creates A Potent Franchise Company  10  Revenue (LTM)  Gross Margin (LTM)  OP Margin (LTM)  $741.91M  $58.7M  61.3%  71.8%  27.1%  22.5%  Expands IDT portfolio to include Optical Interconnect and Video transport productsIDT Real Time connectivity devices (timing, storage IF, RF) compliment GigPeak wellFully accretive revenue, plus operations and cross-selling opportunities. Brings together two companies that are already financially strong and growing   LTM – Last Twelve MonthsNon GAAP GM and OP Margin Figures 

 11  Cloud Concept Goes Beyond DatacentersSignificantly Increases IDT Content  Cloud InfrastructureStuff that We Do 

 Networking  Computing  Storage  Wireless  12  Cloudification of InfrastructureIncreases IDT Content   Memory Interface  Real-Time Interconnect  SmartPower, RF  SmartSensors 

 Real-Time Cloud Services   Connecting People to Machines and Machines to Machines  13    RoboticsAutonomous VehiclesIndustrial DronesHealth ServicesImage RecognitionMachine Learning  Real-Time InterconnectNew RF & SpectrumIntelligent Sensing 

   Wireless Base Station                                                                                               Edge Computing                                                                                                                                                                                                                                  Traditional IDT Applications  LIDAR & Camera                                          IDT Opportunity Increases by $80 at Each Wireless Edge                                                                                                                                                                                                                                                                                                                                                                                                                                                              In-Car Synchronized Sensors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      Wireless Cloud ServicesIncreased IDT Content    RapidWaveIndustry First mmWave MODEM and Real Time Interconnect    SmartSensors    Clock MatrixDisruptive RT Interconnect SoC  14 

 The New Cloud Server Card  Local battery and 12V NVDIMM supply  High Density Memory  High density local SSD Intelligent PCIe Timing   SQL 2016 with native NVDIMM supportCombined IDT Content Increases by >$15 per card  Main system processing. Next Generation Timing   FPGA Accelerators with Advanced Timing   Optical Interface Module Timing   DRAM Memory IF  High Density StorageSmartPower  NVDIMMNew Memory IF  Timing & Interconnect  15  15  Plus GigPeak Optical 

   Next Generation of Cloud Timing  16  Optical Fiber or Ethernet  Real-Time Network Services -- Require New Interconnect  IDT Content Increases by $10 - $30    Clock MatrixWorld’s most Advanced Real-Time Interconnect Architecture      Highest Precision Timing Device in the Market 

 RF Franchise ExpandsNew Products Address New Markets  17            Broadband/CATV  Industrial/Other  ProductsSwitchesDSA, VVAAmplifiers  ProductsSwitchLNA + SwitchLNA+ Switch + PA  ProductsSwitch, DSARF transmitterRF support for sensorsAmplifiers  ProductsAmplifierSwitchDSA, VVAMixerFilterSplitter/Coupler  Expanding Frequency Ranges and Application Uses   Existing  Existing  Expansion  Expansion  Expansion  ProductsSwitchDSA, VVAWideband amplifierHigh freq amplifier  WiFi  Automotive  Test & Measurement  Existing Markets  Expansion Markets  802.11ac  Wave 2 

           Operational Excellence  World-Class Quality  Supply Flexibility  IDT Penang & Dresden      Test Cost Excellence     FY13  FY14  FY15  Q1’16  Q2’16  Q3’16  Q4”16                6%  12%  80  60  40  20  0  FY’12  FY’13  FY’14  FY’15  FY’16 YTD                      CORP PPM  Goal Actual      FY’11  FY’12  FY‘13  FY’14  FY’15  100  99  98  97  96  95  94  93  92  LONG-TERM OTD TREND  18 

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