What changed in this filing

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Item 1. Financial Statements

2022-08-26 compared with 2022-05-27 · 161 added, 127 removed, 610 unchanged (32% of the section changed)

35 unchanged sentences

MARVELL TECHNOLOGY, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(In millions, except per share amounts)

Three Months Ended

Three Months Ended Six Months Ended

2022 July 31,

2021 July 30,

2022 July 31,

Net revenue $ 1,516.9 $ 1,075.9 $ 2,963.8 $ 1,908.2

4 unchanged sentences

Selling, general and administrative 211.7 259.2 432.4 460.7

Legal settlement 85.0 — 100.0 —

Restructuring related charges 1.2 12.3 2.5 25.2

7 unchanged sentences

Provision (benefit) for income taxes ( 0.5 ) ( 25.6 ) 204.4 ( 53.4 )

Net loss $ ( 165.7 ) $ ( 88.2 )

Comprehensive loss, net of tax $ ( 165.7 ) $ ( 88.2 )

Net loss per share - basic $ ( 0.20 ) $ ( 0.13 )

Net loss per share - diluted $ ( 0.20 ) $ ( 0.13 )

Net income (loss) $ 4.3 $ ( 276.4 ) $ ( 161.4 ) $ ( 364.6 )

Comprehensive income (loss), net of tax $ 4.3 $ ( 276.4 ) $ ( 161.4 ) $ ( 364.6 )

Net income (loss) per share - basic $ 0.01 $ ( 0.34 ) $ ( 0.19 ) $ ( 0.48 )

Net income (loss) per share - diluted $ 0.01 $ ( 0.34 ) $ ( 0.19 ) $ ( 0.48 )

Weighted-average shares:

16 unchanged sentences

Balance at April 30, 2022 850.5 $ 1.7 $ 14,188.5 $ 1,274.8 $ 15,465.0

Issuance of common stock in connection with equity incentive plans 2.9 — 48.9 — 48.9

Tax withholdings related to net share settlement of restricted stock units — — ( 34.1 ) — ( 34.1 )

Stock-based compensation — — 147.2 — 147.2

Repurchase of common stock ( 0.9 ) — ( 50.0 ) — ( 50.0 )

Cash dividends declared and paid ($ 0.06 per share)

— — — ( 51.1 ) ( 51.1 )

Net income — — — 4.3 4.3

Balance at July 30, 2022 852.5 $ 1.7 $ 14,300.5 $ 1,228.0 $ 15,530.2

MARVELL TECHNOLOGY, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - (Continued)

(In millions, except per share amounts)

Common Stock Additional Paid-in Capital

14 unchanged sentences

Balance at May 1, 2021 816.4 $ 1.7 $ 12,879.1 $ 1,974.6 $ 14,855.4

Issuance of common stock in connection with equity incentive plans 2.9 — 40.2 — 40.2

Tax withholdings related to net share settlement of restricted stock units — — ( 42.0 ) — ( 42.0 )

Stock-based compensation — — 122.3 — 122.3

Issuance of common stock in connection with acquisitions 0.1 — 6.6 — 6.6

Conversion of convertible notes to common stock 3.9 — 84.4 — 84.4

Cash dividends declared and paid ($ 0.06 per share)

— — — ( 49.3 ) ( 49.3 )

Net loss — — — ( 276.4 ) ( 276.4 )

Balance at July 31, 2021 823.3 $ 1.7 $ 13,090.6 $ 1,648.9 $ 14,741.2

See accompanying notes to unaudited condensed consolidated financial statements

2 unchanged sentences

(In millions)

Three Months Ended

Six Months Ended

2022 July 31,

Cash flows from operating activities:

Net loss $ ( 161.4 ) $ ( 364.6 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization 152.6 118.0

11 unchanged sentences

Accrued liabilities and other non-current liabilities 178.5 ( 7.9 )

Net cash provided by (used in) operating activities 194.8 ( 13.7 )

Net cash provided by operating activities 526.3 208.4

Cash flows from investing activities:

16 unchanged sentences

Net cash provided by (used in) financing activities ( 310.4 ) 3,265.6

Net decrease in cash and cash equivalents ( 148.5 ) ( 226.0 )

Net increase (decrease) in cash and cash equivalents 3.6 ( 188.9 )

Cash and cash equivalents at beginning of period 613.5 748.5

5 unchanged sentences

The unaudited condensed consolidated financial statements of Marvell Technology, Inc.

(“MTI”), a Delaware corporation, and its wholly owned subsidiaries (the “Company”), as of and for the three months ended April 30, 2022, have been prepared as required by the U.S.

(“MTI”), a Delaware corporation, and its wholly owned subsidiaries (the “Company”), as of and for the three and six months ended July 30, 2022, have been prepared as required by the U.S.

Securities and Exchange Commission (the “SEC”).

20 unchanged sentences

Actual results could differ from these estimates and such differences could affect the results of operations reported in future periods.

In the current macroeconomic environment affected by COVID-19, these estimates require increased judgment and carry a higher degree of variability and volatility.

In the current macroeconomic environment, these estimates require increased judgment and carry a higher degree of variability and volatility.

As events continue to evolve and additional information becomes available, these estimates may change materially in future periods.

8 unchanged sentences

The following table summarizes net revenue disaggregated by end market (in millions, except percentages):

Three Months Ended

2022 % of Total May 1,

Three Months Ended Six Months Ended

2022 % of Total July 31,

2021 % of Total July 30,

2022 % of Total July 31,

2021 % of Total

7 unchanged sentences

The following table summarizes net revenue disaggregated by primary geographical market based on destination of shipment (in millions, except percentages):

Three Months Ended

2022 % of Total May 1,

Three Months Ended Six Months Ended

2022 % of Total July 31,

2021 % of Total July 30,

2022 % of Total July 31,

2021 % of Total

2 unchanged sentences

United States 185.0 12 % 123.2 11 % 334.5 11 % 210.6 11 %

Thailand 99.3 7 % 77.8 9 %

Malaysia 113.9 8 % 72.4 7 % 195.1 7 % 131.0 7 %

Thailand 74.9 5 % 83.0 8 % 174.2 6 % 160.8 8 %

Japan 71.1 5 % 56.4 5 % 138.1 5 % 100.2 5 %

Singapore 67.1 4 % 58.4 5 % 117.2 4 % 109.9 6 %

Taiwan 61.3 4 % 29.0 3 % 114.9 4 % 57.6 3 %

Philippines 46.9 3 % 55.7 5 % 98.8 3 % 103.3 5 %

Singapore 50.1 3 % 51.5 6 %

Other 203.1 13 % 109.5 11 % 453.4 15 % 205.4 12 %

5 unchanged sentences

The following table summarizes net revenue disaggregated by customer type (in millions, except percentages):

Three Months Ended

2022 % of Total May 1,

Three Months Ended Six Months Ended

2022 % of Total July 31,

2021 % of Total July 30,

2022 % of Total July 31,

2021 % of Total

6 unchanged sentences

Contract liability balances are comprised of deferred revenue.

The amount of revenue recognized during the three months ended April 30, 2022 that was included in deferred revenue balance at January 29, 2022 was not material.

The amount of revenue recognized during the six months ended July 30, 2022 that was included in deferred revenue balance at January 29, 2022 was not material.

As of the end of a reporting period, some of the performance obligations associated with contracts will have been unsatisfied or only partially satisfied.

6 unchanged sentences

Summary of Borrowings and Outstanding Debt

The following table summarizes the Company’s outstanding debt at April 30, 2022 and January 29, 2022 (in millions):

The following table summarizes the Company’s outstanding debt at July 30, 2022 and January 29, 2022 (in millions):

2022 January 29,

3 unchanged sentences

Term Loan Total 1,566.2 1,588.1

2020 Revolving Credit Facility 70.0 —

Revolving Credit Facility Total 70.0 —

4.200 % MTG/MTI 2023 Senior Notes

9 unchanged sentences

Non-current portion $ 3,947.4 $ 4,484.8

(1) As of April 30, 2022, the current portion of outstanding debt includes the 2020 Term Loan - 5 Year Tranche, which is due within twelve months.

(1) As of July 30, 2022, the current portion of outstanding debt includes the MTG/MTI 2023 Senior Notes and the portion of the 2026 Term Loan - 5 Year Tranche, which are due within twelve months, and the outstanding balance of the 2020 Revolving Credit Facility.

The Company intends to repay the amount with operating cash flow.

The weighted average interest rate on short-term debt outstanding at July 30, 2022 and January 29, 2022 was 4.011 % and 1.485 %, respectively.

On April 20, 2021, the Company completed its acquisition of Inphi.

16 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

2020 Term Loan Agreement

On December 7, 2020, the Company entered into a term loan credit agreement with a lending syndicate led by JP Morgan Chase Bank, N.A (the “2020 Term Loan Agreement”) in order to finance the merger with Inphi.

The 2020 Term Loan Agreement provides for borrowings of $ 1.75 billion consisting of:

(i) $ 875.0 million loan with a three-year term from the funding date (the “3-Year Tranche Loan”) and (ii) $ 875.0 million loan with a five-year term from the funding date (the “5-Year Tranche Loan” and, together with the 3-Year Tranche Loan, the “2020 Term Loans”).

2024 and 2026 Term Loans

On December 7, 2020, the Company entered into a term loan credit agreement with a lending syndicate led by JP Morgan Chase Bank, N.A (the “2024 and 2026 Term Loan Agreement”) in order to finance the merger with Inphi.

The 2024 and 2026 Term Loan Agreement provides for borrowings of $ 1.75 billion consisting of:

The 3-Year Tranche Loan has a stated floating interest rate which equates to reserve-adjusted LIBOR + 125 bps.

The effective interest rate for the 3-Year Tranche Loan was 2.048 % as of April 30, 2022.

The effective interest rate for the 3-Year Tranche Loan was 2.936 % as of July 30, 2022.

The 5-Year Tranche Loan has a stated floating interest rate which equates to reserve-adjusted LIBOR + 137.5 bps.

The effective interest rate for the 5-Year Tranche Loan was 2.178 % as of April 30, 2022.

The effective interest rate for the 5-Year Tranche Loan was 3.245 % as of July 30, 2022.

The 3-Year Tranche Loan does not require any scheduled principal payments prior to final maturity but does permit the Company to make early principal payments without premium or penalty.

The 5-year Tranche Loan requires scheduled principal payments at the end of each fiscal quarter equal to (i) 1.25 % of the aggregate principal amount on the term funding date for the first four full fiscal quarters following the term loan funding date, (ii) 2.50 % of the aggregate principal amount on the term funding date for the fifth through twelfth full fiscal quarters following the term loan funding date, and (iii) 3.75 % of the aggregate principal amount on the term funding date for each fiscal quarter following the twelfth full fiscal quarter following the term loan funding date.

During the quarter ended April 30, 2022, the Company repaid $ 10.9 million of the principal outstanding of the 5-Year Tranche Loan.

The 2020 Term Loan Agreement requires that the Company and its subsidiaries comply with covenants relating to customary matters, including with respect to creating or permitting certain liens, entering into sale and leaseback transactions, and consolidating, merging, liquidating or dissolving.

During the six months ended July 30, 2022, the Company repaid $ 21.8 million of the principal outstanding of the 5-Year Tranche Loan.

The 2024 and 2026 Term Loan Agreement requires that the Company and its subsidiaries comply with covenants relating to customary matters, including with respect to creating or permitting certain liens, entering into sale and leaseback transactions, and consolidating, merging, liquidating or dissolving.

It also prohibits subsidiaries of the Company from incurring additional indebtedness, subject to certain exceptions, and requires that the Company maintain a leverage ratio financial covenant as of the end of any fiscal quarter.

As of April 30, 2022, the Company has $ 1.6 billion Term Loan borrowings outstanding, and is in compliance with its debt covenants.

As of July 30, 2022, the Company has $ 1.6 billion Term Loan borrowings outstanding, and is in compliance with its debt covenants.

2020 Revolving Credit Facility

3 unchanged sentences

The Company may prepay any borrowings at any time without premium or penalty.

As of April 30, 2022, the 2020 Revolving Credit Facility is undrawn and will be available for draw down through December 7, 2025.

During the quarter ended July 30, 2022, the Company drew down $ 200.0 million on the 2020 Revolving Credit Facility of which $ 130.0 million was repaid in the same quarter and $ 70.0 million of aggregate principal amount of borrowings remained outstanding at July 30, 2022.

The Company intends to repay the outstanding amount during the third quarter of fiscal 2023.

As of July 30, 2022, $ 680.0 million of the $ 750.0 million of the 2020 Revolving Credit Facility was undrawn and will be available for draw down through December 7, 2025.

An unused commitment fee is payable quarterly based on unused balances at a rate that is based on the ratings of the Company’s senior unsecured long-term indebtedness.

This annual rate was 0.175 % at April 30, 2022.

Subsequent to quarter end, on May 3, 2022, the Company drew down $ 150.0 million on the 2020 Revolving Credit Facility.

The Company intends to repay the drawn amount during the second quarter of fiscal 2023.

This annual rate was 0.175 % at July 30, 2022.

The 2020 Revolving Credit Facility requires that the Company and its subsidiaries comply with covenants relating to customary matters.

The covenants are consistent with the 2020 Term Loan covenants discussed above.

The covenants are consistent with the 2024 and 2026 Term Loan covenants discussed above.

The Company currently carries debt that relies on one-month LIBOR as the benchmark rate.

The one-month LIBOR is expected to cease publication after June 30, 2023.

To the extent the one-month LIBOR ceases to exist, the 2020 Term Loans and 2020 Revolving Credit Facility agreements contemplate an alternative benchmark rate without the need for any amendment thereto.

To the extent the one-month LIBOR ceases to exist, the 2024 and 2026 Term Loans and 2020 Revolving Credit Facility agreements contemplate an alternative benchmark rate without the need for any amendment thereto.

MARVELL TECHNOLOGY, INC.

11 unchanged sentences

The indenture governing the Senior Notes also contains certain limited covenants restricting the Company’s ability to incur certain liens, enter into certain sale and leaseback transactions and merge or consolidate with any other entity or convey, transfer or lease all or substantially all of the Company’s properties or assets to another person, which, in each case, are subject to certain qualifications and exceptions.

As of April 30, 2022, the Company had $ 2.0 billion Senior Notes borrowings outstanding.

As of July 30, 2022, the Company had $ 2.0 billion Senior Notes borrowings outstanding.

2023 and 2028 Senior Unsecured Notes

22 unchanged sentences

The Company may redeem the MTG Senior Notes, in whole or in part, at any time prior to their maturity at the redemption prices set forth in MTG Senior Notes.

As of April 30, 2022, the Company had $ 1.0 billion MTG/MTI Senior Notes borrowings outstanding.

As of July 30, 2022, the Company had $ 1.0 billion MTG/MTI Senior Notes borrowings outstanding.

Inphi Convertible Notes

16 unchanged sentences

In connection with the Exchange Agreements (discussed below), a portion of the remaining Inphi Capped Calls were settled for $ 35.5 million on April 29, 2021.

As of April 30, 2022, there was no outstanding balance of Inphi Capped Calls.

As of July 30, 2022, there was no outstanding balance of Inphi Capped Calls.

MARVELL TECHNOLOGY, INC.

6 unchanged sentences

Interest Expense and Future Contractual Maturities

During the three months ended April 30, 2022, the Company recognized $ 32.9 million of interest expense in its unaudited condensed consolidated statements of operations related to interest, amortization of debt issuance costs and accretion of discount associated with the outstanding term loans and senior notes.

During the three months ended May 1, 2021, the Company recognized $ 22.1 million of interest expense in its unaudited condensed consolidated statements of operations related to interest, amortization of debt issuance costs and accretion of discount associated with the outstanding term loans and senior notes.

As of April 30, 2022, the aggregate future contractual maturities of the Company’s outstanding debt, at face value, were as follows (in millions):

During the three and six months ended July 30, 2022, the Company recognized $ 37.4 million and $ 70.3 million of interest expense in its unaudited condensed consolidated statements of operations related to interest, amortization of debt issuance costs and accretion of discount associated with the outstanding term loans and senior notes.

During the three and six months ended July 31, 2021, the Company recognized $ 30.9 million and $ 53.0 million of interest expense in its unaudited condensed consolidated statements of operations related to interest, amortization of debt issuance costs and accretion of discount associated with the outstanding term loans and senior notes.

As of July 30, 2022, the aggregate future contractual maturities of the Company’s outstanding debt, at face value, were as follows (in millions):

Fiscal Year Amount

6 unchanged sentences

The Company’s warranty expense has not been material in the periods presented.

The Company’s commitments primarily consist of wafer purchase obligations with foundry partners, supply capacity reservation payment commitments with foundries and test & assembly partners, and technology license fee payment obligations.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Total future unconditional purchase commitments as of April 30, 2022 are as follows (in millions):

Total future unconditional purchase commitments as of July 30, 2022 are as follows (in millions):

Fiscal Year Purchase Commitments to Foundries and Test & Assembly Partners

11 unchanged sentences

Under these arrangements, the Company agreed to pay capacity fees or refundable deposits to the suppliers in exchange for reserved manufacturing production capacity over the term of the agreements, which ranges from four to ten years .

In addition, the Company committed to certain purchase levels that were in line with the capacity reserved.

In a ddition, the Company committed to certain purchase levels that were in line with the capacity reserved.

If the Company does not meet the purchase level commitments, the agreements either require the Company to pay a fee for the difference between the actual purchases and the purchase commitment or lose priority to reserved capacity for a period of time.

6 unchanged sentences

Aggregate fees of $ 354.0 million are payable quarterly over the contract term.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Contingencies and Legal Proceedings

1 unchanged sentence

Such Legal Matters, even if not meritorious, could result in the expenditure of significant financial and managerial resources.

The Company is currently unable to predict the final outcome of its pending Legal Matters and therefore cannot determine the likelihood of loss or estimate a range of possible loss, except with respect to amounts where it has determined a loss is both probable and estimable and has made an accrual.

In the first quarter of fiscal 2023, the Company reserved $ 15.0 million in relation to an on-going contractual dispute with a customer;

this dispute remained unresolved as of April 30, 2022, the last day of the Company’s first fiscal quarter.

After the end of the second quarter of fiscal 2023, but before filing this report on Form 10-Q, the Company reached an agreement in principle to fully resolve this dispute under which the Company will pay $ 100.0 million in cash over several quarters, for which an additional $ 85.0 million was accrued in the second quarter of fiscal 2023.

The Company is currently unable to predict the final outcome of its other pending Legal Matters and therefore cannot determine the likelihood of loss or estimate a range of possible loss, except with respect to amounts where it has determined a loss is both probable and estimable and has made an accrual.

The Company evaluates, at least on a quarterly basis, developments in its Legal Matters that could affect the amount of any accrual, as well as any developments that would result in a loss contingency to become both probable and reasonably estimable.

In the first quarter of fiscal 2023, the Company reserved $ 15 million in relation to an on-going contractual and intellectual property disagreement with a customer;

this disagreement remains unresolved as of the first quarter ended April 30, 2022.

The ultimate outcome of this and other Legal Matters involves judgments, estimates and inherent uncertainties.

An unfavorable outcome in a Legal Matter, particularly in a patent dispute, could require the Company to pay damages or could prevent the Company from selling some of its products in certain jurisdictions.

While the Company cannot predict with certainty the results of the Legal Matters in which it is currently involved, the Company does not expect that the ultimate costs to resolve these Legal Matters will individually or in the aggregate have a material adverse effect on its financial condition, however, there can be no assurance that the current or any future Legal Matters will be resolved in a manner that is not adverse to the Company’s business, financial condition, results of operations or cash flows.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

The ultimate outcome of Legal Matters involves judgments, estimates and inherent uncertainties.

An unfavorable outcome in a Legal Matter could require the Company to pay damages or could prevent the Company from selling some of its products in certain jurisdictions.

Indemnities, Commitments and Guarantees

48 unchanged sentences

The provisional amounts presented in the table above pertained to the preliminary purchase price allocation reported in the Company’s Form 10-K for the year ended January 29, 2022.

There have been no measurement period adjustments during the first quarter ended April 30, 2022.

There have been no measurement period adjustments during the six months ended July 30, 2022.

The Company incurred total acquisition related costs of $ 11.9 million which were recorded in selling, general and administrative expense in the unaudited condensed consolidated statements of operations.

25 unchanged sentences

Previously Reported

January 29, 2022 (Provisional) Measurement Period Adjustment April 30, 2022

January 29, 2022 (Provisional) Measurement Period Adjustment July 30, 2022

Cash and cash equivalents $ 72.3 $ — $ 72.3

8 unchanged sentences

Convertible debt – short-term

( 313.7 ) — ( 313.7 )

Convertible debt – long-term

( 240.3 ) — ( 240.3 )

Other non-current liabilities ( 297.9 ) — ( 297.9 )

5 unchanged sentences

The Company also incurred $ 39.8 million of aggregate debt financing costs.

As of April 30, 2022, $ 2.4 million is included in short-term debt, and $ 28.4 million is included in long-term debt on the accompanying unaudited condensed consolidated balance sheets.

As of July 30, 2022, $ 3.8 million is included in short-term debt, and $ 26.5 million is included in long-term debt on the accompanying unaudited condensed consolidated balance sheets.

See “Note 4 – Debt” for additional information.

5 unchanged sentences

The unaudited supplemental pro forma information includes adjustments to amortization and depreciation for acquired intangible assets and property and equipment, adjustments to share-based compensation expense, the purchase accounting effect on inventories acquired, interest expense, and transaction costs.

For fiscal 2021, non-recurring pro forma adjustments directly attributable to the Innovium and Inphi acquisitions in the pro forma information presented below included (i) share-based compensation expense of $ 43.8 million, (ii) the purchase accounting effect of inventories acquired of $ 13.7 million, (iii) interest expense of $ 11.4 million, and (iv) transaction costs of $ 46.3 million.

The unaudited supplemental pro forma information presented below is for informational purposes only and is not necessarily indicative of our unaudited condensed consolidated results of operations of the combined business had the Inphi acquisition actually occurred at the beginning of fiscal 2021 or of the results of our future operations of the combined business.

The unaudited supplemental pro forma information presented below is for informational purposes only and is not necessarily indicative of our unaudited condensed consolidated results of operations of the combined business had the Innovium and Inphi acquisitions actually occurred at the beginning of fiscal 2021 or of the results of our future operations of the combined business.

MARVELL TECHNOLOGY, INC.

1 unchanged sentence

The unaudited supplemental pro forma financial information for the periods presented is as follows (in millions):

Three Months Ended

Six Months Ended

July 31, 2021

Pro forma net revenue $ 2,082.8

2 unchanged sentences

Goodwill represents the excess of the purchase price over the fair value of net tangible and identifiable intangible assets acquired in a business combination.

In March and April 2022, the Company completed the acquisition of two semiconductor design services companies located in India, for purchase consideration of $ 33.7 million, primarily for the purpose of expanding engineering resources to address customer design opportunities, of which $ 25.8 million was allocated to goodwill.

The carrying value of goodwill as of April 30, 2022 and January 29, 2022 is $ 11.5 billion.

In the second quarter of fiscal 2023, the Company purchased IPR&D as well as hired technical staff to expand engineering resources for purchase consideration of $ 60.1 million of which $ 40.0 million was allocated to goodwill.

the first quarter of fiscal 2023, the Company completed the acquisition of two semiconductor design services companies located in India, for purchase consideration of $ 33.7 million, primarily for the purpose of expanding engineering resources to address customer design opportunities, of which $ 25.8 million was allocated to goodwill.

The carrying value of goodwill as of July 30, 2022 and January 29, 2022 is $ 11.6 billion and $ 11.5 billion, respectively.

See “Note 6 – Business Combinations” for discussion of acquisitions and changes to the carrying value of goodwill.

Acquired Intangible Assets, Net

As of April 30, 2022 and January 29, 2022, net carrying amounts excluding fully amortized intangible assets are as follows (in millions, except for weighted-average remaining amortization period):

April 30, 2022

As of July 30, 2022 and January 29, 2022, net carrying amounts excluding fully amortized intangible assets are as follows (in millions, except for weighted-average remaining amortization period):

July 30, 2022

Gross Carrying Amounts Accumulated Amortization Net Carrying Amounts Weighted-Average Remaining Amortization Period (Years)

20 unchanged sentences

In the event the IPR&D is abandoned, the related assets will be written off.

Amortization expense for acquired intangible assets for the three months ended April 30, 2022 and May 1, 2021 was $ 272.5 million and $ 128.6 million, respectively.

The following table presents the estimated future amortization expense of acquired amortizable intangible assets as of April 30, 2022 (in millions):

Amortization expense for acquired intangible assets for the three and six months ended July 30, 2022 was $ 271.8 million and $ 544.3 million, respectively.

Amortization expense for acquired intangible assets for the three and six months ended July 31, 2021 was $ 276.7 million and $ 405.3 million, respectively.

The following table presents the estimated future amortization expense of acquired amortizable intangible assets as of July 30, 2022 (in millions):

Fiscal Year Amount

16 unchanged sentences

The tables do not include assets and liabilities that are measured at historical cost or any basis other than fair value (in millions):

Fair Value Measurements at April 30, 2022

Fair Value Measurements at July 30, 2022

Level 1 Level 2 Level 3 Total

9 unchanged sentences

These items measured at fair value on a non-recurring basis are classified as Level 3 in the fair value hierarchy because the value is estimated based on valuation methods using the observable transaction price at the transaction date and other unobservable inputs such as volatility, rights and obligations of the securities held.

As of April 30, 2022, non-marketable equity investments had a carrying value of $ 34.9 million and are included in other non-current assets in the Company’s unaudited condensed consolidated balance sheets.

As of July 30, 2022, non-marketable equity investments had a carrying value of $ 36.0 million and are included in other non-current assets in the Company’s unaudited condensed consolidated balance sheets.

Fair Value Measurements at January 29, 2022

8 unchanged sentences

Fair Value of Debt

The Company classified the 2020 Term Loan, the 2023 Notes, the 2026 Notes, 2028 Notes, and 2031 Notes as Level 2 in the fair value measurement hierarchy.

The carrying value of the 2020 Term Loan approximates its fair value as the 2020 Term Loan is carried at a market observable interest rate that resets periodically.

The estimated aggregate fair value of the unsecured senior notes was $ 2.8 billion at April 30, 2022 and $ 3.0 billion at January 29, 2022, and were classified as Level 2 as there are quoted prices from less active markets for the notes.

The Company classified the 2024 and 2026 Term Loans, the 2020 Revolving Credit Facility, the 2023 Notes, the 2026 Notes, 2028 Notes, and 2031 Notes as Level 2 in the fair value measurement hierarchy.

The carrying value of the 2024 and 2026 Term Loans and the 2020 Revolving Credit Facility approximate their fair value as the 2024 and 2026 Term Loans and the 2020 Revolving Credit Facility are carried at a market observable interest rate that resets periodically.

The estimated aggregate fair value of the unsecured senior notes was $ 2.8 billion at July 30, 2022 and $ 3.0 billion at January 29, 2022, and were classified as Level 2 as there are quoted prices from less active markets for the notes.

See “Note 4 - Debt” for additional information.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Restructuring

1 unchanged sentence

Restructuring charges are mainly comprised of severance and other one-time termination benefits, facility closures where sites may be redundant within the same region or no longer suitably sized for the local employee base, and other costs.

The Company recorded restructuring and other related charges of $ 1.3 million for the three months ended April 30, 2022.

The Company recorded restructuring and other related charges of $ 1.2 million and $ 2.5 million for the three and six months ended July 30, 2022, respectively.

The Company expects to complete these restructuring actions by the end of fiscal 2024.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

In prior years, the Company initiated restructuring plans in order to realign the organization and enable further investment in key priority areas.

1 unchanged sentence

These plans are substantially complete.

The Company recorded restructuring related charges of $ 12.9 million for the three months ended May 1, 2021.

The following table sets forth a reconciliation of the beginning and ending restructuring liability balances by each major type of cost associated with the restructuring charges (in millions):

Employee Severance Other Total

Liability at January 29, 2022 $ 2.9 $ 2.7 $ 5.6

Charges 0.6 0.7 1.3

Cash payments ( 1.1 ) ( 0.5 ) ( 1.6 )

Non-cash items — ( 0.1 ) ( 0.1 )

Liability at April 30, 2022

$ 2.4 $ 2.8 $ 5.2

The current and non-current portions of the restructuring liability at April 30, 2022 of $ 4.0 million and $ 1.2 million are included as a component of accrued liabilities and other non-current liabilities respectively in the accompanying unaudited condensed consolidated balance sheets.

The Company recorded restructuring related charges of $ 12.3 million and $ 25.2 million for the three and six months ended July 31, 2021, respectively.

The Company’s tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any, that arise during the period.

2 unchanged sentences

On April 20, 2021, the Company completed its acquisition of Inphi Corporation.

Upon closing of this transaction, the parent company was domiciled in the United States and not Bermuda.

Since closing of this transaction, the parent company has been domiciled in the United States and not Bermuda.

Therefore, for periods after closing, the income from all foreign subsidiaries is now subject to the U.S.

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entities, and which may adversely impact future effective tax rates and tax liabilities.

The Company recorded an income tax benefit of $ 0.5 million and a tax expense of $ 204.4 million for the three- and six-months ended July 30, 2022, respectively.

The Company’s estimated effective tax rate for the year differs from the U.S.

statutory rate of 21 % primarily due to a substantial portion of its earnings, or in some cases, losses being taxed or benefited at rates lower than the U.S.

statutory rate, benefits from tax credits, as well as discrete tax benefits for excess deductions on stock-based compensation and discrete effects for remeasurement of the Company’s Singapore deferred taxes upon extension of the Company’s tax incentive in Singapore (see below).

The Company’s effective tax rate is the result of an anticipated annual net income tax expense and includes the effects of certain non-U.S.

tax jurisdictions with tax rates lower than 21 %.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

statutory rate, net of the impact of U.S.

taxation of foreign operations, benefits from tax credits, and valuation allowance releases, as well as discrete tax benefits for excess deductions on stock-based compensation and the discrete impact of the remeasurement of the Company’s Singapore deferred taxes upon extension of the Company’s tax incentive in Singapore (see below).

The Company operates under tax incentives in certain countries that may be extended and/or renewed if certain additional requirements are satisfied.

The tax incentives are conditional upon meeting certain employment and investment thresholds.

The benefit of the tax incentives on net income per share was approximately $ 0.01 per share for the three months ended April 30, 2022.

There were no such tax benefits recognized in three months ended May 1, 2021.

During the three months ended April 30, 2022, the Singapore Economic Development Board (“EDB”) agreed to extend the Company’s Development and Expansion Incentive (“DEI”) by five years until June 30, 2029.

No tax incentive benefits have been recorded for the three- and six-months ended July 30, 2022.

In the first quarter of our current fiscal year, the Singapore Economic Development Board (“EDB”) agreed to extend the Company’s Development and Expansion Incentive (“DEI”) by five years until June 30, 2029.

As a result, the Company expects to continue to enjoy a reduced DEI tax rate on its future qualifying income in Singapore.

To retain these DEI tax benefits through June 2029 in Singapore, the Company must meet certain operating conditions, headcount and investment requirements, as well as maintain certain activities in Singapore.

As a result of the DEI extension during the three months ended April 30, 2022, the Company remeasured its Singapore net deferred tax assets that are scheduled to reverse during these future periods at the new incentive tax rate that the Company expects to apply during these periods, which resulted in a net reduction to our Singapore deferred tax assets of $ 213.6 million and a corresponding deferred income tax expense in the three months ended April 30, 2022.

The Company’s income tax expense of $ 204.9 million for the three months ended April 30, 2022, was primarily the result of the aforementioned tax expense related to the DEI extension, offset by recognition of tax credits and discrete income tax benefits for stock-based compensation.

It is reasonably possible that the amount of unrecognized tax benefits could increase or decrease significantly due to changes in tax law in various jurisdictions, the effects of income tax audits, and changes in the U.S.

As a result of the DEI extension, the Company remeasured its Singapore net deferred tax assets that are scheduled to reverse during these future periods at the new incentive tax rate that the Company expects to apply during these periods, which resulted in a net reduction to our Singapore deferred tax assets of $ 213.6 million and a corresponding deferred income tax expense during the first quarter of fiscal 2023.

The amount of unrecognized tax benefits could increase or decrease due to changes in tax law in various jurisdictions, the effects of income tax audits, and changes in the U.S.

dollar as compared to foreign currencies within the next 12 months.

Excluding these factors, it is reasonably possible that uncertain tax positions may decrease by as much as $ 7.2 million during the next 12 months.

Government tax authorities from certain non-U.S.

jurisdictions are examining the Company’s income tax returns.

It is reasonably possible that our uncertain tax positions may be reduced by as much as $ 7.9 million within the next 12 months as a result of settlements or the lapses of statutes of limitation.

The Company is currently under audit in certain U.S.

State and non-U.S.

taxing jurisdictions.

The Company believes that it has adequately provided for the expected outcomes related to these tax audits and that any settlements with respect to these audits will not have a material effect on its results or financial position at this time.

The Company’s principal source of liquidity as of April 30, 2022 consisted of approximately $ 465.0 million of cash and cash equivalents, of which approximately $ 415.6 million was held by subsidiaries outside of the United States.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

The Company’s principal source of liquidity as of July 30, 2022 consisted of approximately $ 617.1 million of cash and cash equivalents, of which approximately $ 431.3 million was held by subsidiaries outside of the United States.

The Company has not recognized a deferred tax liability on $ 363.7 million of these assets as those amounts are deemed to be indefinitely reinvested.

The Company manages its worldwide cash requirements by, among other things, reviewing available funds held by its foreign subsidiaries and the cost effectiveness by which those funds can be accessed in the United States.

Net Loss Per Share

The Company reports both basic net loss per share, which is based on the weighted-average number of common stock outstanding during the period, and diluted net loss per share, which is based on the weighted-average number of common stock outstanding and potentially dilutive shares outstanding during the period.

The computations of basic and diluted net loss per share are presented in the following table (in millions, except per share amounts):

Three Months Ended

Net loss $ ( 165.7 ) $ ( 88.2 )

Net Income (Loss) Per Share

The Company reports both basic net income (loss) per share, which is based on the weighted-average number of common stock outstanding during the period, and diluted net income (loss) per share, which is based on the weighted-average number of common stock outstanding and potentially dilutive shares outstanding during the period.

The computations of basic and diluted net income (loss) per share are presented in the following table (in millions, except per share amounts):

Three Months Ended Six Months Ended

2022 July 31,

2021 July 30,

2022 July 31,

Net income (loss) $ 4.3 $ ( 276.4 ) $ ( 161.4 ) $ ( 364.6 )

Weighted-average shares — basic 850.9 821.1 849.4 757.2

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Share-based awards 7.0 — — —

Convertible debt — —

Weighted-average shares — diluted 857.9 821.1 849.4 757.2

Net loss per share:

Net income (loss) per share:

Basic $ 0.01 $ ( 0.34 ) $ ( 0.19 ) $ ( 0.48 )

Diluted $ 0.01 $ ( 0.34 ) $ ( 0.19 ) $ ( 0.48 )

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Potential dilutive securities include dilutive common stock from share-based awards attributable to the assumed exercise of stock options, restricted stock units and employee stock purchase plan shares using the treasury stock method.

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Anti-dilutive potential shares are presented in the following table (in millions):

Three Months Ended

Three Months Ended Six Months Ended

2022 July 31,

2021 July 30,

2022 July 31,

Weighted-average shares outstanding:

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Anti-dilutive potential shares from convertible debt are excluded from the calculation of diluted earnings per share for all periods reported above because the shares that would be issued upon conversion of the Company’s convertible debt were determined to be anti-dilutive based on applying the if-converted method.

Anti-dilutive potential shares from share-based awards are excluded from the calculation of diluted earnings per share for the three months ended April 30, 2022 and May 1, 2021 due to the net losses reported in those periods.

Anti-dilutive potential shares from share-based awards are excluded from the calculation of diluted earnings per share for the three months ended July 31, 2021, and the six months ended July 30, 2022 and July 31, 2021 due to the net losses reported in those periods.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Supplemental Financial Information (in millions)

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Inventories $ 913.1 $ 720.3

The inventory balance at April 30, 2022 and January 29, 2022 incl udes $ 29.4 million and $ 38.7 million respectively relat ed to the remaining inventory fair value adjustment from the Innovium acquisition.

The inventory balance at July 30, 2022 and January 29, 2022 incl udes $ 23.1 million and $ 38.7 million respectively relat ed to the remaining inventory fair value adjustment from the Innovium acquisition.

2022 January 29,

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Property and equipment, net $ 508.2 $ 462.8

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

2022 January 29,

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Other non-current assets $ 1,206.9 $ 994.4

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

2022 January 29,

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Technology license obligations 124.5 84.2

Accrued legal reserve 105.1 8.5

Lease liabilities - current portion 37.4 38.2

Deferred non-recurring engineering credits 34.4 71.2

Deferred revenue 28.9 39.0

Accrued income tax payable 37.9 23.3

Lease liabilities - current portion 36.8 38.2

Accrued interest payable 19.7 20.1

Accrued royalty 22.0 17.4

Accrued interest payable 21.5 20.1

Accrued income tax payable 16.6 23.3

Other 46.2 62.1

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Lease liabilities - non current 131.7 140.3

Deferred tax liabilities 39.7 34.5

Non-current income tax payable 35.8 35.0

Deferred tax liabilities 35.6 34.5

Other 28.5 19.0

Other non-current liabilities $ 528.7 $ 533.1

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Accumulated Other Comprehensive Loss

For the three months ended April 30, 2022 and May 1, 2021, there were no reconciling differences between net loss and comprehensive loss.

Accumulated Other Comprehensive Income (Loss)

For the three and six months ended July 30, 2022 and July 31, 2021, there were no reconciling differences between net income (loss) and comprehensive income (loss).

Share Repurchase Program

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On October 16, 2018, the Company announced that its Board of Directors authorized a $ 700.0 million addition to the balance of its existing share repurchase program.

As of April 30, 2022, there was $ 549.5 million remaining available for future share repurchases.

As of July 30, 2022, there was $ 499.5 million remaining available for future share repurchases.

The Company intends to effect share repurchases in accordance with the conditions of Rule 10b-18 under the Exchange Act, but may also make repurchases in the open market outside of Rule 10b-18 or in privately negotiated transactions.

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The Company resumed its stock repurchase program in the first quarter of fiscal 2023, which had been temporarily suspended in fiscal 2021 to preserve cash during the COVID-19 pandemic.

During the three months ended April 30, 2022, the Company repurchased 0.3 million shares of its common stock for $ 15.0 million.

There were no share repurchases during the quarter ended May 1, 2021.

During the three months ended July 30, 2022, the Company repurchased 0.9 million shares of its common stock for $ 50.0 million pursuant to a 10b5-1 trading plan.

During the six months ended July 30, 2022, the Company repurchased 1.2 million shares of its common stock for $ 65.0 million, including 0.9 million shares of its common stock repurchased for $ 50.0 million pursuant to a 10b5-1 trading plan.

There were no share repurchases during the three and six months ended July 31, 2021.

The Company records all repurchases, as well as investment purchases and sales, based on their trade date.

The repurchased shares are retired immediately after repurchases are completed.

Subsequent to quarter end through May 20, 2022, the Company repurchased an additional 0.9 million shares of its common stock for $ 50.0 million pursuant to a 10b5-1 trading plan.

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-Q

Item 1. Financial Statements