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Item 1. Business

2024-01-31 compared with 2023-02-01 · 160 added, 133 removed, 286 unchanged (51% of the section changed)

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All other trademarks and trade names appearing in this Form 10-K are the property of their respective owners.

We are a provider of communications systems-on-chip, or SoC, solutions used in broadband, mobile and wireline infrastructure, data center, and industrial and multi-market applications.

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, processes and conventional packaging technologies.

We believe this approach enables our solutions to achieve superior power, performance and cost relative to our industry competition.

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 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 customers include electronics distributors, module makers, original equipment manufacturers, or OEMs, and original design manufacturers, or ODMs, which incorporate our products in a wide range of electronic devices.

Examples of such devices include cable Data Over Cable Service Interface Specifications, or DOCSIS, fiber and DSL broadband modems and gateways;

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;

radio transceivers and modems for 4G/5G base-station and backhaul infrastructure;

fiber-optic modules for data center, metro, and long-haul transport networks;

broadband modems compliant with Data Over Cable Service Interface Specifications, or DOCSIS, passive optical fiber standards, or PON, and digital subscriber line, or DSL;

as well as power management and interface products used in these and many other markets.

Our highly integrated semiconductor devices and platform-level solutions are primarily manufactured using low-cost CMOS process technology.

CMOS processes are ideally suited for large digital logic implementations targeting high-volume

and low-cost consumer applications.

As a result, our solutions have exceptional levels of functional integration and performance, low manufacturing cost, and reduced power consumption.

In addition, our proprietary CMOS-based radio and digital system architectures also enable shorter design cycles, significant design flexibility and low system-level cost across a wide range of broadband communications, wired and wireless infrastructure, and industrial and multi-market customer applications.

Industry Background

Over the last two decades, ubiquitous internet connectivity has driven exponential growth in data content, delivery, distribution, and consumption.

Over the last three decades, ubiquitous internet connectivity has driven exponential growth in data content, delivery, distribution, and consumption.

We expect this trend to continue owing to:

• The rapid rise of social media and crowd-sourced real-time content;

• The proliferation of on-demand Over-The-Top, or OTT, video services such as Netflix and Amazon Prime;

• Rapid growth in data center and cloud-based services such as Amazon Web Services, Google Search and Apps, and AI/machine learning;

• The “remote economy” accelerated by the COVID-19 pandemic, the shift to work-from-home, and increasing dependence on video conferencing services such as Zoom;

• The proliferation of “Internet of Things”, or IoT, including internet-connected appliances within the home, manufacturing industries, and enterprises;

• The advent and growth of broadband 4G/5G wireless mobile internet connectivity.

We expect a strong trend of continuous upgrade of network bandwidth and latency (i.e.

the delay between sender and receiver) in order to keep pace with the exponential growth of network data traffic generated by the above activities.

• 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 explosive emergence of 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 data center;

• Continued proliferation of on-demand Over-The-Top, or OTT, video services such as Netflix, Amazon Prime and Disney+;

• The “remote economy” accelerated by the COVID-19 pandemic, the shift to work-from-home, and increasing reliance on services such as Zoom, Microsoft Teams, and Google Meet;

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

• 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.

Also, IoT devices are generating an increasing amount of internet traffic and require low network latency.

These IoT devices include smart speakers, smart lighting and other smart appliances in the connected home;

commercial air-conditioning;

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

smart appliances in the connected home;

commercial air-conditioning and refrigeration;

video surveillance equipment;

manufacturing machinery;

and point-of-sale asset tracking systems.

The reduction of speed and latency bottlenecks throughout networks is heavily reliant on wide spectrum or broadband, high-frequency circuits, and digital signal processing algorithms that can improve spectrum utilization efficiency.

These trends are key drivers across many of our target end markets:

• Connected Home:

Competing cable, fiber and other broadband video and data service providers are offering consumers bundled video, voice, and broadband data access and whole-home internet connectivity.

These home data gateway modems or access devices are required to simultaneously receive, demodulate, and decode multiple signals, which are spread across several channels of frequency bandwidth over a wide frequency range and propagate on coaxial cable, copper, optical fiber or airwaves.

Further, each gateway distributes content throughout the home using a broadband communication transceiver and network processor SoC based on Wi-Fi, Ethernet, Multimedia over Coax, or MoCA, and other wireline home data connectivity standards.

As a result, the number of transceivers required in each home, whether for wireless or broadband wireline access and distribution, is greatly increased.

For example, cable multiple-system operators, or MSOs, have ramped up deployments of multi-gigabit DOCSIS 3.1 home equipment and services, which “bond” multiple channels of frequency bands on a coaxial cable, to provide a higher aggregate “sum-of-the-channels” bandwidth to home subscribers.

For example, within the home, Wi-Fi 6 uses wider bandwidth channels and channel-bonding, as well as more sophisticated means of wireless spectrum sharing by users, to provide seamless whole-home coverage.

and point-of-sale and asset tracking systems.

All these usage scenarios depend on reliable, fast, low-latency networks, enabled by advances in semiconductor devices which integrate wide spectrum/broadband, high-frequency circuits together with digital signal processing algorithms.

Such devices not only expand the available network bandwidth, but also utilize that bandwidth more efficiently.

The above trends propel demand across many of our target end markets, such as:

• Data Center Infrastructure:

Inside hyperscale data centers operated by Amazon, Google and others, high-speed optical transceivers connect racks of servers and storage through a hierarchical network of switches and routers.

Cloud services and machine learning are dependent upon the ability to interconnect vast numbers of servers and storage inside a data center with extremely low latency and highest bandwidth to enable the entire data center to act as a single computing or data processing unit.

Inside hyperscale data centers operated by Meta, Amazon, Microsoft, Google and others, high-speed optical transceivers connect racks of servers and storage through a hierarchical network of switches and routers.

Cloud services and machine learning are dependent upon the ability to interconnect vast numbers of servers and storage inside a data center 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 links, router and switch connections are moving from 100Gbps to 400Gbps speed interconnections.

The physical limits and challenges of removing the heat dissipated by these optical transceivers and switches are the primary barriers to even higher interconnect

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 all these reasons, improving the bandwidth and power efficiency of data center networking technology within and between data centers remains a critical challenge for the evolution of next-generation data centers.

• 5G Wireless Infrastructure:

Expensive, finite, fractured and non-contiguous 5G wireless 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.

Expensive, finite, fractured and discontiguous 5G wireless 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 coverage (range), maximizes data rates (bandwidth), and creates spectral efficiency (data rate per unit spectrum).

Densification, or increasing the number of wireless base-stations per unit area, also improves network capacity and coverage.

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 coverage.

In turn, the wireless and optical backhaul transport networks required to connect the higher number of base-station cells must have greater data capacity.

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and have the ability to transport high speed data to and from the network, all in a low-cost, power-efficient design.

• Broadband Access:

Several drivers of broadband services have grown in significance in the 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 these modems, powered by advanced SoCs, are enabling operators to aggregate the bandwidth of more channels and to widen the channels themselves, thereby increasing the download and upload speeds available to the consumer.

• Connectivity :

Connectivity is 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 internet and each other.

For example, each broadband access gateway, which is the entry point for internet connection into a home, typically implements several different communication standards for distributing content and internet connectivity throughout, including Wi-Fi, Ethernet, Multimedia over Coax (MoCA), and power line communications.

Each of these standards relies on dedicated transceivers and signal processing powered by custom semiconductor products.

For example, newer generations of Wi-Fi utilize increasing multiplicity of transceivers to 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.

Consequently, the number of transceivers required, whether for wireless or broadband wireline access and distribution, increases proportionally to the increase in the number of 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 ability to talk to multiple devices simultaneously.

• Industrial & Multi-Market :

Increasingly, in the industrial world, manufacturing equipment and appliances are connected to each other and to the cloud to better optimize utilization, improve power consumption, and plant management.

Legacy equipment and new installations need to communicate with each other via newer and older connectivity protocol standards.

This, in turn creates growth opportunities for interface products, and interface bridge products supporting multiple protocols.

We believe our interface product portfolio, which consists of serial interface, universal serial bus, or USB, universal asynchronous receiver transmitter, or UARTS, peripheral interconnect express, or PCIe, devices, data converters and power management integrated chips, or PMICs, addresses a broad and growing servable market across communications, industrial and multiple other end markets.

The development of broadband, low power, integrated communication SoC solutions is at the heart of competitiveness across a range of different businesses spanning broadband wireline access, mobile data services, hyperscale cloud data centers, and cloud computation and storage markets.

Additionally, the proliferation of increasingly complex high frequency, high bandwidth and low-power applications has led to a rapid increase in the demand for systems that require multiple RF, mixed-signal, and high-performance analog and digital signal processing transceiver SoCs.

Manufacturing systems are increasingly being connected to each other and to the cloud.

Such connectivity enables a range of operational improvements, such as better plant utilization 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 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.

Our product portfolio, featuring serial interfaces, Universal Serial Bus, or USB, Universal Asynchronous Receiver-Transmitters, or UARTS, Peripheral Component Interconnect Express, or PCIe, devices, data converters, and Power Management Integrated Circuits, or PMICs, is strategically positioned to capitalize on such growth 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 manufacturing IT, among others.

To summarize, the innovation in broadband, low power, integrated communication SoCs is the engine of competitiveness across a range of different businesses spanning broadband wireline access, mobile data services, hyperscale cloud data centers, and cloud computation and storage markets.

This has led to a long term and continuing secular trend of compounded growth in demand for systems that 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

Designing and implementing high-frequency, high-bandwidth RF transceiver systems is extremely challenging owing to the high operating frequency ranges and wide frequency bands across which the communication signal is transmitted.

As a result, system designers must contend with significantly more sources of interference and signal impairments than in the case of traditional narrow band, low-frequency communication systems.

These narrow band single-channel RF transceivers often use conventional radio system architectures that require expensive discrete components, and are fabricated in costly special-purpose semiconductor technologies, such as silicon germanium, gallium arsenide, and RF enhanced CMOS process technologies.

Designing and implementing state-of-the-art RF and optical transceiver systems is difficult owing to the high operating frequency ranges and wide frequency bands employed by communication signals, and the low power budgets of applications.

As an example of difficulty, system designers must contend with significantly more sources of interference and signal impairments than in the case of traditional narrow band, low-frequency communication systems.

Wider bandwidths require faster devices, but demand has outstripped the rate at which semiconductor processes improve, particularly so for the mainstream CMOS process 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.

• 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 channels of high-definition video, voice, and data applications in many system designs.

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 FSC TM , receiver SoCs, which can receive and digitize the entire available RF frequency spectrum in the transmission medium.

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.

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Optical transceivers operate across the widest bandwidths available and must preserve the necessary SNR throughout their bandwidth.

These transceiver systems must isolate the desired signals from the undesired signals that are invariably present in their wide operating frequency range.

transceiver systems 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 that are invariably present in their wide operating frequency range.

The undesired signals not only include the noise generated by the natural environment, but also interference produced by home appliances, enterprise communications equipment, and other wireless networking systems.

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Analog and digital signal processing is employed to improve SNR in the received and transmitted signals.

Beamforming and MIMO of radio signals also significantly improves SNR ratio, but requires sophisticated RF, analog and digital signal co-processing, and software expertise.

Beamforming and MMIMO of radio signals also significantly improves SNR ratio, but requires sophisticated RF, analog and digital signal co-processing, and software expertise.

Broadband reception and beamforming of RF signals in mobile environments are extremely difficult to implement due to the stringent size, cost, and power consumption constraints.

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• Power Consumption:

Power consumption has become a major concern inside communication systems, including home access gateways, wireless base-stations and data center infrastructure applications.

For example, inside the home, Wi-Fi capacity and bandwidth improvement require increasing the number of transceivers per access point with greater channel bandwidths.

As a result, the home Wi-Fi gateway has significant heat dissipation challenges within the system due to the increase in power consumption.

Likewise, within the data center, physical limitations in the ability to remove heat efficiently from network switches, and the optical transceivers plugged into them, are the main obstacles to increasing data center network bandwidth at and beyond 400Gbps speed per optical transceiver.

Power consumption has become a major concern inside communication systems, including access gateways, wireless base-stations and data center infrastructure applications.

For example, Wi-Fi capacity and bandwidth improvement require increasing the number of transceivers per access point with greater channel bandwidths.

As a result, Wi-Fi gateway faces significant heat dissipation challenges within the system as more performance and functionality are squeezed into smaller enclosures.

These switches and transceivers now consume an increasingly significant fraction of total data center power.

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In wired optical infrastructure applications inside data centers, rapidly increasing network server and switch face-plate density trends are aggressively driving reduction of the size of optical transceiver interconnects.

In 5G wireless infrastructure, space on the base-station radio towers where the radios and modems are mounted, is highly constrained and is a significant portion of operating costs.

In 5G wireless infrastructure, space and weight capacity on the base-station radio towers where the radios and modems are mounted, is highly constrained and is a significant portion of operating costs.

The deployment of MMIMO and antenna arrays, and cell densification for 5G wireless coverage and capacity, greatly increase the number of radio transceivers required in each base station radio tower and the number of base stations in a cell.

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▪ Optical Fiber Channel Impairments:

The inherent optical properties of the fiber material result in impairments to the optical signal as it propagates along the fiber.

These impairments degrade signal integrity due to the loss of light intensity and other adverse modal, chromatic and polarization dispersion effects on the propagating light.

The inherent optical properties of fiber cables and connectors result in impairments to the optical signal as it propagates along the fiber.

These impairments degrade signal integrity due to the loss of light intensity, reflections from connectors, and other adverse modal, chromatic and polarization dispersion effects on the propagating light.

Further, electrical signal impairments are introduced in the process of conversion of optical signals to electrical signals, which together reduce the maximum data throughput and limit the distance over which data can propagate over fiber.

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Today’s state-of-the art in photonic device technology lags the rapidly increasing speed requirements of data traffic within cloud data centers and optical transport links between telecom data centers.

Photonic modulators often require relatively high voltage drive levels, while photodetectors are sensitive to speed degradation when connected to electrical circuits.

This imposes severe limits to the high-speed conversion of electrical signals to optical signals, and vice versa, owing to the bandwidth limitations, nonlinearities, and noise properties in lasers, modulators, and photo detectors used in optical modules.

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Optical transceivers are required to conform to multi-source agreement, or MSA, standardized form factors, which in turn determine the number of transceiver ports that can fit in the face plates of standard server, storage, and switch rack units.

Standardization of transceiver form factors and rack unit face plates allows data center operators to upgrade network speeds of existing installations by simply replacing older optical transceivers and switches with newer faster ones,

rather than having to overhaul installed fiber infrastructure and floorplan.

The dimensions of the standard face plate impose a severe constraint on the amount of heat that can be practically removed from a rack unit.

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• Proprietary broadband/RF, analog and mixed-signal transceiver front ends:

Our analog and mixed-signal IC designers implement complex broadband radio transceiver front-ends and data converters in standard silicon CMOS processes, which enables single-die integration of a complete digital signal processing communication system.

Our analog and mixed-signal integrated circuit designers implement complex broadband radio transceiver front-ends and data converters in standard silicon CMOS processes, which enables single-die integration of a complete digital signal processing communication system.

This results in state-of-the-art performance, highest energy efficiency or lowest power, smallest form factor, and the lowest manufacturing cost of a target function.

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Our products not only integrate the entire physical layer, or PHY, but also implement complete protocol stacks along with ready-for-use product level interface functionality and associated platform software.

We also provide the most efficient and cost-effective platform level power management IC solutions that regulate and monitor the power consumption for our chips and other circuits on the platform.

We also provide efficient and cost-effective platform level power management integrated circuit solutions that regulate and monitor the power consumption for our chips and other circuits on the platform.

The integration of the entire system on a single-chip or utilizing minimal number of silicon dies reduces the number of external board-level components, decreases board space, improves performance, simplifies customers’ product design, and significantly reduces power consumption.

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Our solutions disproportionately impact our end-customer’s product power dissipation, such as in cable modems, cable FDX fiber nodes, 400Gbps optical transceiver modules, and large 5G antenna radio transceiver arrays.

dissipation not only simplifies costly thermal design, but also eliminates the need for bulky fans and other cooling aids.

Low power dissipation not only simplifies costly thermal design, but also eliminates the need for bulky fans and other cooling aids.

This in turn improves end customer product reliability, increases the density of product features that can be supported in a compact footprint, and reduces overall system cost.

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• Expand Global Presence:

Due to the global nature of our supply chain and customer locations, we intend to continue to expand our sales, design and technical support organization both in the United States and overseas.

Due to the global nature of our supply chain and customer locations, we intend to resume expansion of our sales, design and technical support organization both in the United States and overseas in future years as we develop products to drive future growth.

In particular, we expect to align our regional support to our customer base.

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We are committed to recruiting and retaining highly talented personnel with proven expertise in the design, development, marketing and sales of communications integrated circuits.

We believe that we have assembled a high-quality team in all the areas of expertise required at an integrated circuit design and communications systems company.

We provide an attractive work environment for all of our employees.

We believe that we have

assembled a high-quality team in all the areas of expertise required at an integrated circuit design and communications systems company.

Providing an attractive work environment for all of our employees is important to us.

We believe that our ability to attract the best engineers is a critical component of our future growth and success in our chosen markets.

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In the years ended December 31, 2023, 2022 and 2021, ten customers accounted for approximately 54%, 65% and 69% of our net revenue, respectively.

In the years ended December 31, 2022, 2021 and 2020, two of our direct customers represented 31%, 26% and 28%, respectively, of our net revenue.

In the year ended December 31, 2023, one of our direct customers represented 10% of our net revenue, and in the years ended December 31, 2022 and 2021, two of our direct customers represented 31% and 26%, respectively, of our net revenue.

Products shipped to Asia accounted for 75%, 82% and 83% of our net revenue in the years ended December 31, 2023, 2022 and 2021, respectively.

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We depend on independent silicon foundry manufacturers to support our wafer fabrication requirements.

Our key foundry partners include GlobalFoundries, Inc., or GF, in Singapore,

Semiconductor Manufacturing International Corporation, or SMIC, in China, Taiwan Semiconductor Manufacturing Corporation, or TSMC, in Taiwan, and United Microelectronics Corporation, or UMC, in Taiwan and Singapore.

Our key foundry partners include Taiwan Semiconductor Manufacturing Corporation, or TSMC, in Taiwan, and United Microelectronics Corporation, or UMC, in Taiwan and Singapore.

We generally do not depend on a single source for the supply of our materials.

Additionally, certain of the acquired products of the Wi-Fi and Broadband assets business are supplied to us under the terms of a supply agreement with Intel.

Assembly/packaging and Test.

Upon completion of the silicon processing at the foundry, we forward the finished silicon wafers to independent assembly/packaging and test service subcontractors.

Additionally, certain of products are supplied to us under the terms of a supply agreement with Intel.

Outsourced Semiconductor Assembly and Test.

Upon completion of the silicon processing at the foundry, we forward the finished silicon wafers to independent semiconductor assembly and test service subcontractors.

The majority of our assembly/packaging and test requirements are supported by the following independent subcontractors:

Advanced Semiconductor Engineering, or ASE, Amkor Technology, Giga Solution Technology Co.

Ltd., SIGURD Microelectronics Corp., Unisem (M) Berhad and United Test and Assembly Center, or UTAC Holdings Ltd.

Advanced Semiconductor Engineering, or ASE, Greatek Electronics, Inc., JCET Group Co., Ltd, Signetics Corporation, SIGURD Microelectronics Corp., and Silicon Precision Industries.

Quality Assurance.

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We closely monitor the work-in-progress information and production records maintained by our suppliers, and communicate with our third-party contractors to assure high levels of product quality and an efficient manufacturing time cycle.

Upon successful completion of the quality assurance procedures, all of our products are stored and shipped to our customers or distributors directly from our third-party contractors in accordance with our shipping instructions.

Upon successful completion of the quality assurance procedures, all of our products are stored and shipped to our customers or distributors directly from third-party contractors and logistics agents in accordance with our shipping instructions.

Corporate Social Responsibility

As we continue to expand our presence around the world, we are mindful of our responsibility to maintain a socially responsible supply chain, reduce our carbon footprint, and give back to our local communities.

As we continue to expand our presence around the world, we are mindful of our responsibility to reduce our carbon footprint, maintain a socially responsible supply chain, and advance equity, diversity and inclusion.

Our board of directors and Nominating and Corporate Governance Committee oversees our environmental, social and governance directives.

Socially responsible supply chain.

We are committed to the use of a socially responsible supply chain to reduce the risk of human rights violations and the use of conflict minerals (tin, tungsten, tantalum and gold, or 3TG) from the Democratic Republic of Congo and certain adjoining countries.

Our efforts include maintaining a supplier policy which bars the use of forced or child labor and slavery and a conflict minerals policy governing the use and distribution of 3TG minerals, as well as conducting due diligence before allowing a potential supplier to become a preferred supplier.

We request the return of reporting forms related to conflict minerals from our suppliers under the Responsible Minerals Initiative, or RMI, Conflict Minerals Survey.

Further, we seek to remove any suppliers that continue to fail to meet our supplier and conflict minerals policies after being provided the opportunity to remedy non-compliance via implementation of a corrective action plan.

Reduce our carbon footprint .

MaxLinear takes our common stewardship of the environment seriously.

Among other things, we monitor our global environmental footprint, both directly and indirectly including measuring and reporting our greenhouse gas emissions and energy usage, and taking steps to reduce such usage;

transitioning away from one-time use to sustainable reusable office products;

and in our development efforts, our engineers are consistently focused on improving the power efficiency and thermal performance of our chips, minimizing waste, promoting recycling of reusable materials, and providing customer satisfaction through compliance with global environmental regulations as they relate to our products and operations.

We believe human activities are contributing to climate change, and that we, and global society, must do our part to reduce our greenhouse gas emissions and to limit the global temperature increase to 1.5ºC as called for in the Paris Agreement.

Among other things, we monitor our global environmental footprint, both directly and indirectly, and in our development efforts, our engineers are consistently focused on improving the power efficiency and thermal performance of our chips, minimizing water consumption and waste, promoting recycling of reusable materials, and providing customer satisfaction through compliance with global environmental regulations as they relate to our products and operations.

We are committed to contributing to the reduction of greenhouse gas emissions, and we are currently taking measures to reduce our greenhouse gas emissions and environmental impact such as purchasing 100% renewable energy for our facilities in California and elsewhere where available, using key suppliers that focus on sustainability as described below, enhancing our offices with energy saving improvements, and transitioning away from one-time use plastics used in the office to sustainable reusable products.

We are currently assessing additional measures to further reduce our emissions, which are reported annually on our website, and we plan to set formal targets for reducing emissions in the future.

As a fabless semiconductor design company, we do not manufacture our products and, with respect to the activities we conduct directly, we believe we leave a limited environmental footprint.

With respect to our indirect environmental impact, we monitor the practices of our foundry partners and believe that each of them has made a public commitment to integrate sustainability and sensitivity to environmental impact into their manufacturing processes.

For example, we believe that three of our largest manufacturing partners, Taiwan Semiconductor Manufacturing Corporation, Intel Corporation, and United Microelectronics Corporation, each maintain well-developed environmental management and sustainability programs that are publicly avowed and supported by the highest levels of management within those organizations.

With respect to our indirect environmental impact, we consider and monitor the practices of our current and prospective foundry partners and suppliers in assessing environmental risks in our supply chain and in selecting key vendors.

We believe that our key suppliers have made a public commitment to integrate sustainability and sensitivity to environmental impact into their manufacturing processes.

For example, according to their company websites, four of our largest manufacturing partners, Advanced Semiconductor Engineering, Intel Corporation, Taiwan Semiconductor Manufacturing, and United Microelectronics Corporation, each maintain well-developed environmental management and sustainability programs that are publicly avowed and supported by the highest levels of management within those organizations and have either set targets to reach net zero greenhouse gas emissions, or otherwise reduce such emissions,

including in their manufacturing plans and processes.

We aim to have all manufacturing partners that are certified with ISO 14001 international standards for environmental management systems and plan to launch manufacturing partner audits in the future.

We also participate in recycling of integrated circuits and boards.

Additionally, our products are compliant with the Restriction of Hazardous Substances, or RoHS, and Registration, Evaluation, Authorization and Restriction of Chemicals, or REACH, standards in the European Union, or EU.

Contributing to community.

We encourage our employees to contribute to local communities.

In March 2022, MaxLinear launched a relief effort contribution matching program which matches 100% of employee contributions to three organizations providing humanitarian relief to refugees of the conflict in Ukraine:

Doctors without Borders, World Kitchen and Save the Children.

Our efforts collectively raised approximately $60 thousand in donations to the relief organizations.

In December 2022, our employees also participated in a donation, toys and goods drive to stop the cycle of child abuse and help at-risk youth

in the community.

Together with a matching corporate contribution from the Company, the campaign raised in excess of $40 thousand, benefiting Olive Crest, a U.S.

child abuse prevention and treatment charitable organization.

Socially responsible supply chain.

We are committed to respecting internationally recognized human rights under the UN Universal Declaration of Human Rights and UN Guiding Principles on Business and Human Rights.

Our efforts include maintaining an anti-slavery policy, and a business partner labor standards policy which bars the use of forced or child labor and slavery and a conflict minerals policy governing the use and distribution of 3TG minerals, as well as conducting due diligence before allowing a potential supplier to become a preferred supplier.

We request the return of reporting forms related to conflict minerals from our suppliers under the Responsible Minerals Initiative, or RMI, Conflict Minerals Survey.

We file an annual conflict minerals report.

Further, we remove any suppliers that continue to fail to meet our business partner labor standards and conflict minerals policies after being provided the opportunity to remedy non-compliance via implementation of a corrective action plan.

Equity, diversity, and inclusion .

We acknowledge that we, along with the semiconductor and broader technology industry, can do more to advance gender and racial equality by increasing representation of underrepresented minorities as well as females in leadership and technical positions including engineering and other roles.

We aim to increase our hiring and retention of female and diverse talent including direct hires or interns from universities, including other applicable affirmative action programs requested by our customers.

In November 2023, we formed a Women in Engineering group in the United States to promote leadership skills and opportunities for female engineers and seek opportunities to recruit more female engineering graduates.

We report employee gender and race statistics under the below heading “Human Capital” elsewhere in this document and in our annual proxy statement.

Research and Development

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We consider our primary competitors to be companies with a proven track record of supporting market leaders and the technical capability to develop and bring to market competing broadband RF receiver and RF receiver SoC, modem, and optical interconnect products.

Our primary merchant semiconductor competitors include Broadcom, Inc., Qualcomm Incorporated, Realtek Semiconductor Corp., Nokia Corp., Skyworks Solutions, Inc., Xilinx, Inc., Altera Corporation, Credo Semiconductor Inc., MediaTek, Inc., Marvell Technology Group Ltd., MACOM Technology Solutions Holdings, Inc., Texas Instruments Incorporated, Analog Devices, Inc., Renesas Electronics Corporation, and Microchip Technology Inc.

Because our products often are building block semiconductors which provide functions that in some cases can be integrated into more complex integrated circuits, we also face competition from manufacturers of integrated circuits, some of which may be existing customers or platform partners that develop their own integrated circuit products.

Our primary merchant semiconductor competitors include Broadcom, Inc., Qualcomm Incorporated, Realtek Semiconductor Corp., Skyworks Solutions, Inc., Credo Semiconductor Inc., MediaTek, Inc., Marvell Technology Group Ltd., MACOM Technology Solutions Holdings, Inc., Texas Instruments Incorporated, Analog Devices, Inc., Renesas Electronics Corporation, Microchip Technology Inc.

and Semtech Corporation.

which may be existing customers or platform partners that develop their own integrated circuit products.

If we cannot offer an attractive solution for applications where our competitors offer more fully integrated products, we may lose significant market share to our competitors.

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We own numerous trademarks related to our current products that have been registered in the United States and 5 pending U.S.

trademark registrations.

We own foreign counterparts of certain of these registered trademarks in Brazil, Canada, Chile, China, the EU, Germany, Great Britain, Hong Kong, India, Israel, Japan, Korea, Malaysia, Singapore, Taiwan, and Thailand.

We also claim common law rights in certain other trademarks that are not registered.Trademark rights may continue for a limited duration or in perpetuity, provided certain requirements are met.

trademark applications.

We own foreign counterparts of certain of these registered trademarks in Brazil, Canada, Chile, China, the EU, Germany, Great Britain, Hong Kong, India, Israel, Japan, South Korea, Singapore, and Taiwan.

We also claim common law rights in certain other trademarks that are not registered.

Trademark rights may continue for a limited duration or in perpetuity, provided certain requirements are met.

We may not gain any competitive advantages from our patents and other intellectual property rights.

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It is possible that we may be provided with information in the future that could negatively affect the scope or enforceability of either our present or future patents.

Furthermore, our pending and future patent applications may or may not be granted under the scope of the claims originally submitted in our patent applications.

Furthermore, our pending and future patent applications may or may not

be granted under the scope of the claims originally submitted in our patent applications.

The scope of the claims submitted or granted may or may not be sufficiently broad to protect our proprietary technologies.

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Moreover, there are numerous patents in the semiconductor industry, and new patents are being granted rapidly worldwide.

Our competitors may obtain patents that block or limit our ability to develop new technology and/or improve our existing products.

Third parties may obtain patents that block or limit our ability to develop new technology and/or improve our existing products.

If our products were found to infringe any patents or other intellectual property rights held by third parties, we could be prevented from selling our products or be subject to litigation fees, statutory fines and/or other significant expenses.

We may be required to initiate litigation in order to enforce any patents issued to us, or to determine the scope or validity of a third-party’s patent or other proprietary rights.

We may in the future be contacted by third parties suggesting that we seek a license to intellectual property rights that they may believe we are

We have initiated and could in the future be required to initiate litigation in order to enforce any patents issued to us, or to determine the scope or validity of a third-party’s patent or other proprietary rights, as described in “Risk Factors – Risks Related to Intellectual Property – We utilize a significant amount of intellectual property in our business.

If we are unable to protect our intellectual property, our business could be adversely affected" and in “Item 3 – Legal Proceedings.” We may in the future be contacted by third parties suggesting that we seek a license to intellectual property rights that they may believe we are infringing.

In addition, in the future, we may be subject to lawsuits by third parties seeking to enforce their own intellectual property rights, as described in “Risk Factors — Risks Related to Intellectual Property — We have settled in the past intellectual property litigation and may face additional claims of intellectual property infringement.

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Governmental Regulation

Our business and operations around the world are subject to government regulation at the national, state, provincial, or local level addressing, among other matters, applicable environmental laws;

health and safety laws and regulations adopted by government agencies such as the Occupational Safety and Health Administration;

laws relating to export controls and economic sanctions;

securities laws;

rules of industry standards bodies such as The International Organization for Standardization;

and, rules or regulations promulgated by governmental agencies such as the Federal Trade Commission, among others.

Our business and operations around the world are subject to government regulation at the international, national, state, provincial, and local level.

These regulations various aspects of our business and include regulations regarding environmental, health, and safety matters, such as laws and regulations adopted by the U.S.

Occupational Safety and Health Administration or similar authorities in other jurisdictions.

We believe that our properties and operations comply in all material respects with applicable laws protecting the environment and worker health and safety.

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We cannot provide assurances, however, that issues will not arise in the future or that applicable law will not require us to incur significant compliance expenditures.

Our business is also subject to various rules and regulations and other orders relating to export controls and trade sanctions.

Certain of our products and technology are subject to the Export Administration Regulations, or EAR, which are administered by the United States Department of Commerce’s Bureau of Industry and Security, or BIS, and we may be required to obtain an export license before we can export certain controlled products or technology to specified countries or customers.

In addition, the EAR imposes broad controls on entities listed on sanctioned persons lists, including the BIS “Denied Persons” list and BIS Entity List.

If one of our customers, suppliers, or third party with whom we do business is listed on the Entity List, BIS List of Denied Persons, or other U.S.

government list of restricted persons, then we will, as a general rule, be precluded from doing business with that entity unless one of a limited number of exceptions apply.

In October 2022, the BIS issued an interim final rule to implement additional export controls which implemented additional export controls on advanced computing integrated circuits and certain related products.

The primary impact of these rules is that we may be required to obtain a license to do business with certain customers, semiconductor foundries and outsource assembly and testing, or OSAT, facilities in China.

The BIS rule also expanded the scope of foreign-produced items subject to license requirements when intended for certain entities located in China.

BIS also added new entities in China to the EAR’s Unverified List.

We have assessed the impact of the interim final rule and addition of new entities to the Entity List and the Unverified List, and we believe they do not have a material impact on our business, financial condition and results of operations.

We may experience a loss of revenues or supply while we are obtaining licenses needed to do business with certain customers, suppliers, and any other business partners who are added to the Entity List, and failure to obtain any required license could result in a reduction of anticipated revenues or supply until an alternate source of supply can be obtained.

Certain of our products and technology are subject to the U.S.

Export Administration Regulations, or EAR, which are administered by the United States Department of Commerce’s Bureau of Industry and Security, or BIS, and we are required to obtain an export license before we can export certain controlled products or technology to specified countries or customers.

In addition, BIS imposes broad restrictions on certain identified entities and individuals, including those identified on the BIS “Denied Persons” list and BIS Entity List.

Since October 2022, the United States government has taken steps to restrict the export of certain advanced semiconductor products and technology to the People’s Republic of China and/or certain companies located in China due to national security and human rights concerns.

In October 2022, BIS announced additional restrictions on products and/or technology destined for use in the People’s Republic of China, including additional export controls and/or requirements on (1)

certain advanced computing integrated circuits, computer commodities that contain such integrated circuits and certain semiconductor manufacturing items;

(2) products and/or technologies that may be destined for facilities capable of producing certain advanced node integrated circuits;

and (3) transactions involving items for supercomputer and semiconductor manufacturing end uses.

In October 2023, BIS announced additional restrictions on the export of certain advanced semiconductors and semiconductor manufacturing technology to China, primarily focused on integrated circuits with military, data center, or artificial intelligence applications.

Pursuant to those October 2023 export control amendments, various categories of integrated circuits are now subject to export licensing and export control restrictions for export or reexport to China and certain other countries.

Since October 2022, we have restricted or curtailed business with certain customers and partners in China as a result of BIS restrictions.

We have experienced and could continue to experience a loss of revenues or supply while we are obtaining licenses needed to do business with certain customers, suppliers, and any other business partners who are added to the Entity List, and failure to obtain any required license has resulted and could in the future result in a reduction of anticipated revenues or supply until an alternate source of supply can be obtained.

We cannot guarantee that additional export control restrictions or any sanctions imposed in the future will not restrict, prevent, or materially limit, our ability to conduct business with certain customers, suppliers, business partners or in certain countries.

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The technology industry is subject to intense media, political, and regulatory scrutiny, which can increase our exposure to government investigations, legal actions, and penalties.

Our business is also subject to various rules and regulations applicable to multinational public companies in the semiconductor industry, including:

federal securities laws;

competition laws and regulations, such as those promulgated by the U.S.

Federal Trade Commission or authorities in the European Union;

anti-corruption and anti-bribery laws, including the U.S.

Foreign Corrupt Practices Act of 1977;

and, additional global trade regulation, such as export controls and trade sanctions, among others.

We are also subject to the rules and regulations of industry standards bodies such as the International Organization for Standardization, among others.

These laws and regulations are complex, may change frequently and with limited notice, and may continue to become more stringent over time.

We may incur significant expenditures in a future period as a result.

Human Capital

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We operate across eighteen countries and are sensitive to the many cultures and backgrounds constituting our employee base.

We acknowledge that we, along with the semiconductor and technology industry as a whole, can do more to advance gender and racial equality by increasing representation of underrepresented minorities as well as females in leadership and technical positions including engineering and other roles.

As of December 31, 2023, we had 1,759 full-time employees, including 1,328 in R&D, 265 in sales and marketing, 37 in operations and semiconductor technology and 129 in administration.

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Our workforce is represented by the following race/ethnicities:

60% Asian, 32% White or Middle Eastern, 8% Latinx or Hispanic origin, with 40% Asian, 57% White or Middle Eastern and 3% two or more races in senior management.

62% Asian, 30% White or Middle Eastern, 8% Latinx or Hispanic origin, with 44% Asian and 56% White or Middle Eastern in senior management.

Females represented 29% of our outside directors, 11% of senior management, 15% of our technical roles, and 19% of our total workforce.

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We aim to increase our hiring and retention of female talent including direct hires or interns from universities.

We offer this via a combination of competitive base salary, time-based equity incentives and bonus plans linked to financial performance that are designed to motivate and reward personnel with annual grants of stock-based and cash-based incentive compensation awards to our employees, some of which vest over a period of four years, plus other benefits, in order to increase stockholder value and the success of our company by motivating such individuals to perform to the best of their abilities and achieve both our short and long-term objectives.

vest over a period of four years, plus other benefits, in order to increase stockholder value and the success of our company by motivating such individuals to perform to the best of their abilities and achieve both our short and long-term objectives.

We offer competitive benefits tailored to local markets and laws and designed to support employee health, welfare and retirement;

examples of such benefits may include flexible Fridays which allow employees to work from home;

examples of such benefits may include hybrid work schedules with one flexible day allowing all employees globally to work from home;

paid time off;

401(k), pension or other retirement plans;

employee leave to support well-being of employees and their dependents;

employee leave or part-time arrangements to support well-being of employees and their dependents;

bereavement leave;

employee stock purchase plan;

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and employee assistance programs.

Our global training and development program focuses on harassment-free workplace and diversity topics, as well as ethics and export compliance.

Our global training and development program includes internal on-the-job training and we have launched a pilot training program which includes seminars, podcasts and recommended learnings under which we have received significant employee participation.

Our corporate training program, which is mandatory, covers training on discrimination-free workplace, as well as our code of ethics and employee conduct, insider trading policy, global export controls and economic sanctions policy, global anti-bribery and anti-corruption policy, and anti-trust and competition law.

Our executive compensation structure aligns executive incentives with the long-term growth objectives of MaxLinear, including long-term share price appreciation.

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For more details regarding our executive compensation, refer to information incorporated by reference from the information set forth under the captions “Executive Compensation” and “Compensation Discussion and Analysis” in either an amendment to this Form 10-K or our upcoming 2024 Proxy Statement.

In 2022, our ongoing focus on workplace safety and compliance to applicable regulations has enabled us to preserve business continuity while ensuring a safe work environment during the COVID-19 pandemic, adhering to local health authority guidelines or work-from-home arrangements for the rest of our workforce.

We also comply with applicable laws and regulations regarding workplace safety and are subject to audits by entities such as the Occupational Safety and Health Administration, or OSHA, in the United States.

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In addition, our operating results are subject to substantial quarterly and annual fluctuations due to a number of factors, such as the overall demand volatility for semiconductor solutions across a diverse range of communications, industrial and multimarket applications, the timing of receipt, reduction or cancellation of significant orders, the gain or loss of significant customers, market acceptance of our products and our customers’ products, our ability to timely develop, introduce and market new products and technologies, the availability and cost of products from our suppliers, new product and technology introductions by competitors, intellectual property disputes and the timing and extent of product development costs.

For example, we often experience flat-to-declining revenue in the first quarter of each fiscal year and increasing revenue in the second quarter of each fiscal year.

Our historical growth may have reduced the impact of seasonal or cyclical factors that might have influenced our business to date.

If our growth rate continues to slow, seasonal or cyclical variations in our operations may become more pronounced over time and may materially affect our business, financial condition, results of operations and prospects.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business