Exhibit 1.01
MaxLinear, Inc.
Conflict Minerals Report
For The Year Ended December 31, 2015
Cautionary Note Concerning Forward-Looking Statements: This Conflict Minerals Report contains forward-looking statements within the meaning of federal securities laws. These forward-looking statements include statements concerning MaxLinear’s objectives for its conflict minerals policy and compliance initiatives and actions it intends to take relating to conflict minerals. Forward-looking statements involve substantial risks and uncertainties that could cause actual results to differ materially from currently anticipated results. When considering forward-looking statements, you should consider, among other factors, the risk factors described in the reports and other filings that MaxLinear files with the United States Securities and Exchange Commission, including MaxLinear’s Annual Report on Form 10-K for the year ended December 31, 2015 (including Amendment No. 1 thereto) and its subsequent Quarterly Reports on Form 10-Q. The risk factors included in these filings are not exhaustive, and risks that are not identified therein could materially affect whether MaxLinear realizes the results anticipated or implied by any forward-looking statements contained in this Conflict Minerals Report. Except as required by law, MaxLinear disclaims any obligation to update these forward-looking statements, whether as a result of new information, future events, or otherwise.
Introduction
This Conflict Minerals Report (this “Report”) for MaxLinear, Inc. (“MaxLinear” or “we” or “our”) covers the reporting period from January 1, 2015 to December 31, 2015 and is presented in accordance with Rule 13p-1 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 13p-1”). This Report is filed as Exhibit 1.01 to our Specialized Disclosure Report on Form SD (the “Form SD”). A copy of this Report and the Form SD are publicly available on our website at http://investors.maxlinear.com/phoenix.zhtml?c=233477&p=irol-sec.
In 2010, the United States enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”). Section 1502 of the Act relates to conflict minerals and requires companies subject to the Act to file a Form SD annually with the United States Securities and Exchange Commission (“SEC”) to disclose whether the tungsten, tantalum, tin, and gold (referred to collectively as “3TG”) used in their products benefitted, directly or indirectly, armed groups in the Democratic Republic of the Congo and adjoining countries (collectively, the “Covered Countries”). This Report, which is an exhibit to our Form SD, describes the design and implementation of our conflict minerals due diligence measures undertaken in 2015, including a description of how these measures were designed to determine, to our knowledge, the source mines, countries of origin, and processing facilities for 3TG contained in components used in MaxLinear’s products.
In addition, on April 30, 2015, MaxLinear completed its acquisition of Entropic Communications, Inc., a Delaware corporation and former publicly-traded company listed on The NASDAQ Stock Market (“Entropic”). Accordingly, this Report covers products that Entropic manufactured or contracted to manufacture during the portion of 2015 prior to our acquisition of Entropic that contain conflict minerals necessary to the functionality or production of such products.
Background and Covered Products
MaxLinear is a provider of radio-frequency and mixed-signal integrated circuits for cable and satellite broadband communications, the connected home, data center, metro, and long-haul networks, and wireless infrastructure. As a fabless semiconductor company, we do not manufacture our integrated circuits but contract for their manufacture through semiconductor foundries in Asia. Our supply chain is complex, and multiple tiers exist between the mines from which 3TG are extracted and its incorporation into our products. We do not purchase raw ore or unrefined 3TG directly and make no purchases in the Covered Countries. As a result and as described more fully below, we rely on our foundries and suppliers to provide information on the origin of the 3TG contained in our products.
During 2014, MaxLinear contracted to manufacture and had manufactured a total of 57 integrated circuits, or IC Products, (as measured by individual stock keeping units or SKUs) for our markets. We currently provide several types of broadband and communications semiconductor devices: radio frequency, or RF, receivers and RF Receiver System on Chip, or RF SoCs; transimpedance amplifiers, or TIA’s; laser driver integrated circuits; and clock and data recovery devices, or CDR’s. Our semiconductor solutions combine various analog and mixed-signal technologies and functionality that traditionally required the use of multiple external discrete components. Over 99% of Maxlinear’s revenues in calendar year 2015 were generated through sales of IC Products.
MaxLinear also provides evaluation or demonstration circuit boards, or Board Products, to customers or prospective customers to allow them to test or validate Maxlinear’s IC products. Board Products are marketing or business development tools that

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facilitate the sale of Maxlinear’s IC Products. Because of their limited application, Board Products are manufactured and sold in very small quantities. Board Products are either assembled at Maxlinear facilities or manufactured for Maxlinear by third party suppliers. The supplier base for Board Products varies widely and includes many small suppliers, including printed circuit board manufacturers, component distributors, component manufacturers and manufacturers of custom made hardware such as RF filters, connectors, cables, etc. The sales of Board Products represented less than 1% of Maxlinear’s revenues in calendar year 2015.
Reasonable Country of Origin Inquiry
In accordance with Rule 13p-1 and Form SD, MaxLinear determined that 3TG are necessary to the functionality or production of its IC Products and Board Products and that 3TG are incorporated into its products during the manufacturing process. Accordingly, we undertook a reasonable country of origin inquiry (“RCOI”).
MaxLinear RCOI consisted principally of submitting to its suppliers the conflict minerals reporting template (the “CFSI Template”) prepared by the Conflict-Free Sourcing Initiative (“CFSI”), an initiative of the Electronic Industry Citizenship Coalition and Global e-Sustainability Initiative. MaxLinear submitted the CFSI Template to all of its contract manufacturers and all of its first tier suppliers of components. MaxLinear then reviewed all responses for completeness, reasonableness, and consistency, and followed up for corrections and clarifications as MaxLinear determined appropriate.
Based on MaxLinear’s RCOI, MaxLinear was unable to determine that the 3TG used in its products did not originate in Covered Countries.
Due Diligence Process
MaxLinear’s due diligence measures were designed to conform, in all material respects, with the framework in the Organisation for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (the “OECD Framework”). The objectives of our diligence initiative were to determine, to the best of our ability, the source and chain of custody of the 3TG necessary for the functionality and/or production of our products; whether any such 3TG originated in the Covered Countries; and where such 3TG were determined to have originated in Covered Countries, whether armed groups directly or indirectly benefitted from such 3TG.
Due diligence measures undertaken by MaxLinear included, but were not limited to, the following:
1.
Establishment of Internal Management Systems
a.
Conflict Minerals Policy. In 2013, MaxLinear adopted and communicated to its foundries and suppliers a written policy relating to the use of conflict minerals in its supply chain. A copy of MaxLinear’s Conflict Minerals Policy is publicly available at http://www.maxlinear.com/corporate-social-responsibility/.
b.
Internal Management to Support Supply Chain Due Diligence. MaxLinear has established an internal compliance team with members from its operations, finance, and legal functions, and these individuals are charged with the management of our conflict minerals program, including the integration of Entropic’s conflict minerals program with that of MaxLinear.
c.
Controls and Transparency. As described above, MaxLinear undertook an RCOI with respect to conflict minerals in our supply chain by providing the CFSI Template to each of our contract manufacturers and other first tier suppliers to gather information about their use of 3TG, the smelters and refiners in their supply chain that are included in our products, and the countries of origin for 3TG used in our products.
d.
Supplier Engagement. MaxLinear continues to engage actively with its foundries and other first tier suppliers to strengthen its relationship with them. We have communicated to our foundries and other suppliers our commitment to source 3TG in a manner that does not, directly or indirectly, benefit armed groups in the Covered Countries, and we have communicated that we will consider alternative arrangements with other manufacturers or suppliers who are unable to cooperate in our due diligence efforts.
e.
Grievance Mechanism. MaxLinear’s code of conduct includes procedures for reporting violations, and we provide mechanisms for anonymous reporting of violations or concerns about the conduct of our business, including our implementation and enforcement of our Conflict Minerals Policy.

2.
Identification and Assessment of Risks in the Supply Chain
Because of our position within our supply chain, identifying actors upstream from our first tier contract manufacturers and suppliers is difficult. As discussed above, we identified our foundries and first tier suppliers and relied on them to provide the necessary information about the source of conflict minerals contained in the products that we contract to have manufactured. Similarly, our foundries and first tier suppliers rely on information provided by their suppliers to provide information regarding the country of origin of 3TG included in our products.

3.
Designing and Implementing a Strategy to Respond to Identified Risks

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We are in the process of developing a formal risk management plan through which our conflict minerals program will be implemented, managed, and monitored. During calendar years 2013, 2014, 2015 and continuing into 2016, where foundries or suppliers were unable to provide MaxLinear with complete or reliable responses to the CFSI template, we considered these matters internally. To date, we have not identified any circumstances where we concluded that it was necessary to terminate any contract or relationship or find a replacement manufacturer or supplier as a result of conflict minerals matters.
4.
Carrying Out Independent Third-Party Audit of Supply Chain Due Diligence at Identified Points in the Supply Chain
We do not have a direct relationship with any smelters or refiners in our supply chain. As a result, we do not and cannot conduct any audits directly. Instead, we support the development and implementation of independent third party audits of smelters such as the CFSI’s Conflict Free Smelter Program (“CFSP”) by encouraging our foundries and other suppliers to purchase materials from audited smelters that have been validated as conflict-free under the CFSP.
5.
Reporting on Supply Chain Due Diligence
In May 2016, we publicly filed the Form SD and this Report with the SEC. A copy of this Report and the Form SD are publicly available at http://investors.maxlinear.com/phoenix.zhtml?c=233477&p=irol-sec. This Report includes information about the RCOI methodology utilized by the Company, the design of our due diligence process in conformance with the OECD Framework, the list of known smelters and refiners utilized in our supply chain identified in our due diligence process, and a description of our products that incorporate 3TG necessary to the functionality or production of such products.
Smelters and Refiners in Supply Chain    
We adopted CFSI’s industry approach to trace back the origin of 3TG by identifying smelters, refineries, or recyclers and scrap supplier sources through our supply chain survey results. MaxLinear leveraged CFSI and the CFSP to trace the mine of origin of the 3TG to its ore level. The CFSP audits smelters and refineries to ensure that all certified smelters and refineries use only the ores that are conflict free from the Covered Countries.
Metal
Smelter or Refiner Name
Country
CFSP*
Gold
Tanaka Kikinzoku Kogyo K.K.
JAPAN
C**
Gold
Shandong Zhaojin Gold & Silver Refinery Co., Ltd.
CHINA
C**
Gold
Heraeus Ltd. Hong Kong
CHINA
C**#
Gold
Solar Applied Materials Technology Corp.
TAIWAN
C**
Gold
Metalor Technologies (Hong Kong) Ltd.
CHINA
C**#
Gold
Rand Refinery (Pty) Ltd.
SOUTH AFRICA
C**
Gold
Metalor Technologies SA
SWITZERLAND
C**#
Gold
PAMP SA
SWITZERLAND
C**
Gold
Valcambi SA
SWITZERLAND
C**#
Gold
Argor-Heraeus SA
SWITZERLAND
C**
Gold
Western Australian Mint trading as The Perth Mint
AUSTRALIA
C**
Gold
Aida Chemical Industries Co., Ltd.
JAPAN
C
Gold
Asaka Riken Co., Ltd.
JAPAN
C
Gold
Eco-System Recycling Co., Ltd.
JAPAN
C
Gold
Elemetal Refining, LLC
UNITED STATES
C**
Gold
Heimerle + Meule GmbH
GERMANY
C**
Gold
Yamamoto Precious Metal Co., Ltd.
JAPAN
C
Gold
Allgemeine Gold-und Silberscheideanstalt A.G.
GERMANY
C**#
Gold
AngloGold Ashanti Córrego do Sítio Mineração
BRAZIL
C**
Gold
Asahi Pretec Corporation
JAPAN
C**
Gold
Asahi Refining Canada Limited
CANADA
C**
Gold
Asahi Refining USA Inc.
UNITED STATES
C**
Gold
Aurubis AG
GERMANY
C**
Gold
CCR Refinery - Glencore Canada Corporation
CANADA
C**
Gold
Chimet S.p.A.
ITALY
C**
Gold
Dowa
JAPAN
C

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Gold
Heraeus Precious Metals GmbH & Co. KG
GERMANY
C**
Gold
Ishifuku Metal Industry Co., Ltd.
JAPAN
C**
Gold
JX Nippon Mining & Metals Co., Ltd.
JAPAN
C**
Gold
Kennecott Utah Copper LLC
UNITED STATES
C**#
Gold
Kojima Chemicals Co., Ltd.
JAPAN
C
Gold
LS-NIKKO Copper Inc.
KOREA, REPUBLIC OF
C**
Gold
Materion
UNITED STATES
C
Gold
Matsuda Sangyo Co., Ltd.
JAPAN
C**
Gold
Metalor USA Refining Corporation
UNITED STATES
C**
Gold
Mitsubishi Materials Corporation
JAPAN
C**
Gold
Mitsui Mining and Smelting Co., Ltd.
JAPAN
C**
Gold
Nihon Material Co., Ltd.
JAPAN
C**
Gold
Ohura Precious Metal Industry Co., Ltd.
JAPAN
C
Gold
Republic Metals Corporation
UNITED STATES
C**#
Gold
Royal Canadian Mint
CANADA
C**
Gold
SEMPSA Joyería Platería SA
SPAIN
C**
Gold
Sumitomo Metal Mining Co., Ltd.
JAPAN
C**
Gold
The Refinery of Shandong Gold Mining Co., Ltd.
CHINA
C**
Gold
Tokuriki Honten Co., Ltd.
JAPAN
C**
Gold
Umicore SA Business Unit Precious Metals Refining
BELGIUM
C**
Gold
United Precious Metal Refining, Inc.
UNITED STATES
C
Gold
Yokohama Metal Co., Ltd.
JAPAN
C
Gold
Zhongyuan Gold Smelter of Zhongjin Gold Corporation
CHINA
C**
Tantalum
H.C. Starck GmbH Goslar
GERMANY
C
Tantalum
H.C. Starck Inc.
UNITED STATES
C
Tantalum
Ningxia Orient Tantalum Industry Co., Ltd.
CHINA
C
Tantalum
Global Advanced Metals Boyertown
UNITED STATES
C
Tantalum
Exotech Inc.
UNITED STATES
C
Tantalum
Ulba Metallurgical Plant JSC
KAZAKHSTAN
C
Tantalum
F&X Electro-Materials Ltd.
CHINA
C
Tantalum
Solikamsk Magnesium Works OAO
RUSSIAN FEDERATION
C
Tantalum
Changsha South Tantalum Niobium Co., Ltd.
CHINA
C
Tantalum
H.C. Starck Ltd.
JAPAN
C
Tantalum
Mitsui Mining & Smelting
JAPAN
C
Tantalum
H.C. Starck GmbH Laufenburg
GERMANY
C
Tantalum
H.C. Starck Co., Ltd.
THAILAND
C
Tantalum
H.C. Starck Hermsdorf GmbH
GERMANY
C
Tantalum
H.C. Starck Smelting GmbH & Co.KG
GERMANY
C
Tantalum
Jiujiang Tanbre Co., Ltd.
CHINA
C
Tantalum
Plansee SE Liezen
AUSTRIA
C
Tantalum
Taki Chemicals
JAPAN
C
Tin
PT Timah (Persero) Tbk Kundur
INDONESIA
C
Tin
Yunnan Tin Group (Holding) Company Limited
CHINA
C
Tin
CV United Smelting
INDONESIA
C
Tin
Metallo-Chimique N.V.
BELGIUM
C
Tin
Mitsubishi Materials Corporation
JAPAN
C
Tin
PT Bukit Timah
INDONESIA
C
Tin
PT Timah (Persero) Tbk Mentok
INDONESIA
C
Tin
Mineração Taboca S.A.
BRAZIL
C
Tin
Minsur
PERU
C
Tin
Thaisarco
THAILAND
C

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Tin
Malaysia Smelting Corporation (MSC)
MALAYSIA
C
Tin
Fenix Metals
POLAND
C
Tin
O.M. Manufacturing Philippines, Inc.
PHILIPPINES
C
Tin
Operaciones Metalurgical S.A.
BOLIVIA
C
Tin
PT Stanindo Inti Perkasa
INDONESIA
C
Tin
Gejiu Non-Ferrous Metal Processing Co., Ltd.
CHINA
C
Tin
Cooperativa Metalurgica de Rondônia Ltda.
BRAZIL
C
Tin
EM Vinto
BOLIVIA
C
Tin
PT Tinindo Inter Nusa
INDONESIA
C
Tin
Yunnan Chengfeng Non-ferrous Metals Co., Ltd.
CHINA
A
Tin
Alpha
UNITED STATES
C
Tin
An Vinh Joint Stock Mineral Processing Company
VIET NAM
A
Tin
China Tin Group Co., Ltd.
CHINA
C
Tin
CV Serumpun Sebalai
INDONESIA
C
Tin
Dowa
JAPAN
C
Tin
Magnu's Minerais Metais e Ligas Ltda.
BRAZIL
C
Tin
PT Aries Kencana Sejahtera
INDONESIA
C
Tin
PT Artha Cipta Langgeng
INDONESIA
C
Tin
PT Babel Inti Perkasa
INDONESIA
C
Tin
PT Bangka Tin Industry
INDONESIA
C
Tin
PT Belitung Industri Sejahtera
INDONESIA
C
Tin
PT BilliTin Makmur Lestari
INDONESIA
C
Tin
PT DS Jaya Abadi
INDONESIA
C
Tin
PT Eunindo Usaha Mandiri
INDONESIA
C
Tin
PT Inti Stania Prima
INDONESIA
C
Tin
PT Justindo
INDONESIA
C
Tin
PT Mitra Stania Prima
INDONESIA
C
Tin
PT Panca Mega Persada
INDONESIA
C
Tin
PT Prima Timah Utama
INDONESIA
C
Tin
PT Refined Bangka Tin
INDONESIA
C
Tin
PT Sariwiguna Binasentosa
INDONESIA
C
Tin
PT Wahana Perkit Jaya
INDONESIA
C
Tin
Rui Da Hung
TAIWAN
C
Tin
Soft Metais Ltda.
BRAZIL
C
Tin
White Solder Metalurgia e Mineração Ltda.
BRAZIL
C
Tungsten
Xiamen Tungsten Co., Ltd.
CHINA
C
Tungsten
Global Tungsten & Powders Corp.
UNITED STATES
C
Tungsten
H.C. Starck GmbH
GERMANY
C
Tungsten
Jiangxi Xinsheng Tungsten Industry Co., Ltd.
CHINA
A
Tungsten
Ganzhou Seadragon W & Mo Co., Ltd.
CHINA
C
Tungsten
Hunan Chunchang Nonferrous Metals Co., Ltd.
CHINA
C
Tungsten
Chongyi Zhangyuan Tungsten Co., Ltd.
CHINA
C
Tungsten
Ganzhou Huaxing Tungsten Products Co., Ltd.
CHINA
C
Tungsten
Xiamen Tungsten (H.C.) Co., Ltd.
CHINA
C
Tungsten
A.L.M.T. TUNGSTEN Corp.
JAPAN
C
Tungsten
Guangdong Xianglu Tungsten Co., Ltd.
CHINA
C
Tungsten
Japan New Metals Co., Ltd.
JAPAN
C
Tungsten
Kennametal Huntsville
UNITED STATES
A
Tungsten
Tejing (Vietnam) Tungsten Co., Ltd.
VIET NAM
A
Tungsten
Wolfram Bergbau und Hütten AG
AUSTRIA
C

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_________________________
*
This column indicates whether the known smelter or refiner participates in the CFSP as a smelter that sources conflict minerals in a manner that does not finance or benefit armed groups in the Covered Countries. For purposes of this column, “C” denotes that the smelter participates in the CFSP and has been certified and audited by the CFSI, and “A” denotes that the smelter has agreed to participate in the CFSP but that the audit process has not yet been completed as of May 20, 2016.

**
Denotes a London Bullion Market Association accredited gold refiner on the Good Delivery List as of May 20, 2016.

#
Denotes a Responsible Jewellery Council Certified Member as of May 20, 2016.

Future Steps
We have communicated our expectations to our foundries and other first tier suppliers regarding our commitment to sourcing minerals for our products in a manner that does not, directly or indirectly, finance or benefit armed groups in the DRC or adjoining countries. Since the end of 2013, we have continued, and expect to continue to increase our engagement with our relevant manufacturing foundries and first tier suppliers in order to build their knowledge and capacity so they are able to provide MaxLinear with more complete and accurate information on the source and chain of custody of conflict minerals.

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