| MaxLinear
Confidential & Proprietary T-00PR
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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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