SecProbe.io

United States securities and exchange commission logo
December 15, 2023
Steven Litchfield
Chief Financial Officer
MaxLinear, Inc.
5966 La Place Court, Suite 100
Carlsbad, California 92008
Re:MaxLinear, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed February 1, 2023
Form 10-Q for the Quarterly Period Ended September 30, 2023
Filed October 25, 2023
File No. 001-34666
Dear Steven Litchfield:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 58
1.Where you describe two or more business reasons that contributed to a material change in
a financial statement line item between periods, please quantify, where possible, the extent
to which each factor contributed to the overall change in that line item, including any
offsetting factors. If specific quantitative impacts are known, refrain from using relative
terms, such as "primarily" and “to a lesser extent.”  When you discuss
revenue fluctuations, specifically describe the extent to which changes are attributable to
changes in prices or to changes in the volume or amount of goods or services being sold or
to the introduction of new products or services. In addition, where you identify
intermediate causes of changes in your operating results, also describe the reasons
underlying the intermediate causes. For example, you disclose on pages 59 and 60

 FirstName LastNameSteven Litchfield
 Comapany NameMaxLinear, Inc.
 December 15, 2023 Page 2
 FirstName LastNameSteven Litchfield
MaxLinear, Inc.
December 15, 2023
Page 2
that revenue changes were driven by sales of specific products, gross profit was impacted
by "revenue mix" and provide boilerplate disclosure that the increase in cost of net
revenue was "primarily driven by higher sales and incremental expenses."  Ensure you
explain in sufficient detail the reasons driving these changes and that your overall revised
disclosures assist in satisfying the requirements of Item 303(a)-(b) of Regulation S-K and
the three principal objectives of MD&A, as noted in SEC Release No. 33-8350:

•to provide a narrative explanation of a company’s financial statements that enables
investors to see the company through the eyes of management;

•to enhance the overall financial disclosure and provide the context within which
financial information should be analyzed; and

•to provide information about the quality of, and potential variability of, a company’s
earnings and cash flow, so that investors can ascertain the likelihood that past
performance is indicative of future performance
Cash Flows from Operating Activities, page 65
2.Please provide a more informative discussion and analysis of cash flows from operating
activities, including changes in working capital components, for the periods presented. In
doing so, explain the underlying reasons and implications of material changes between
periods to provide investors with an understanding of trends and variability in cash flows.
Also ensure that your disclosures are not merely a recitation of changes evident from the
financial statements. Please refer to Item 303(a) of Regulation S-K and SEC Release No.
33-8350.
Notes to Consolidated Financial Statements
7. Balance Sheet Details, page 99
3.We note the material increases in your "price protection" and "price adjustments" accruals
from fiscal year ends 2021 to 2022.  Please tell us and revise your disclosures to
specify the nature of the items included within each accrual. Also tell us the reasons for
the significant increases in these liabilities and, to the extent the related activity materially
impacted your results of operations, ensure you sufficiently discuss the historical and
trending impacts within MD&A.
Form 10-Q for the Quarterly Period Ended September 30, 2023
15. Commitments and Contingencies, page 31
4.We note your disclosures regarding the dispute with Silicon Motion and a related class
action lawsuit.  We further note that "no material loss contingencies have been
accrued" for other legal matters "in the ordinary course of business" but indicate that
"litigation can have a material adverse impact." To the extent it is reasonably possible you

 FirstName LastNameSteven Litchfield
 Comapany NameMaxLinear, Inc.
 December 15, 2023 Page 3
 FirstName LastName
Steven Litchfield
MaxLinear, Inc.
December 15, 2023
Page 3
will incur losses in excess of recorded accruals related to your contingencies, please
provide the applicable disclosures required by ASC 450-20-50-3 through -4, including the
amount or range of reasonably possible losses in excess of recorded amounts. If an
estimate of reasonably possible additional losses can be made and that amount, both for
each individual matter and in the aggregate, is not material to your consolidated financial
position, results of operations or cash flows, we will not object to a statement to that
effect. Alternatively, if no amount of loss in excess of recorded accruals is believed to be
reasonably possible, please state this in your disclosure.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Eiko Yaoita Pyles at 202-551-3587 or Andrew Blume at 202-551-3254
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing