What changed in this filing

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Item 1. Financial Statements

2022-12-02 compared with 2022-08-26 · 174 added, 133 removed, 638 unchanged (32% of the section changed)

30 unchanged sentences

Additional paid-in capital 14,367.9 14,209.0

Accumulated other comprehensive loss ( 0.8 ) —

Retained earnings 1,190.2 1,491.4

3 unchanged sentences

MARVELL TECHNOLOGY, INC.

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

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share amounts)

Three Months Ended Six Months Ended

2022 July 31,

2021 July 30,

2022 July 31,

Three Months Ended Nine Months Ended

2022 October 30,

2021 October 29,

2022 October 30,

Net revenue $ 1,537.3 $ 1,211.2 $ 4,501.1 $ 3,119.4

15 unchanged sentences

Net income (loss) $ 13.3 $ ( 62.6 ) $ ( 148.1 ) $ ( 427.2 )

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

Net income (loss) per share - basic $ 0.02 $ ( 0.08 ) $ ( 0.17 ) $ ( 0.55 )

5 unchanged sentences

MARVELL TECHNOLOGY, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In millions)

Three Months Ended Nine Months Ended

2022 October 30,

2021 October 29,

2022 October 30,

Net income (loss) $ 13.3 $ ( 62.6 ) $ ( 148.1 ) $ ( 427.2 )

Other comprehensive income (loss), net of tax:

Net change in unrealized gain (loss) on cash flow hedges ( 0.8 ) — ( 0.8 ) —

Other comprehensive income (loss), net of tax ( 0.8 ) — ( 0.8 ) —

Comprehensive income (loss), net of tax $ 12.5 $ ( 62.6 ) $ ( 148.9 ) $ ( 427.2 )

See accompanying notes to unaudited condensed consolidated financial statements

MARVELL TECHNOLOGY, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In millions, except per share amounts)

Common Stock Additional Paid-in Capital

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss

Shares Amount Retained Earnings Total

16 unchanged sentences

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

Issuance of common stock in connection with equity incentive plans 1.7 — 1.1 — — 1.1

Tax withholdings related to net share settlement of restricted stock units — — ( 29.5 ) — — ( 29.5 )

Stock-based compensation — — 145.8 — — 145.8

Repurchase of common stock ( 1.1 ) — ( 50.0 ) — — ( 50.0 )

Cash dividends declared and paid ($ 0.06 per share)

— — — — ( 51.1 ) ( 51.1 )

Net income — — — — 13.3 13.3

Other comprehensive loss — — — ( 0.8 ) — ( 0.8 )

Balance at October 29, 2022 853.1 $ 1.7 $ 14,367.9 $ ( 0.8 ) $ 1,190.2 $ 15,559.0

MARVELL TECHNOLOGY, INC.

26 unchanged sentences

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

Issuance of common stock in connection with equity incentive plans 1.7 — 2.1 — 2.1

Tax withholdings related to net share settlement of restricted stock units — — ( 52.8 ) — ( 52.8 )

Stock-based compensation — — 121.2 — 121.2

Issuance of common stock in connection with acquisitions 16.5 — 954.3 — 954.3

Replacement equity awards attributable to pre-acquisition service — — 33.2 — 33.2

Conversion of convertible notes to common stock — — 0.1 — 0.1

Cash dividends declared and paid ($ 0.06 per share)

— — — ( 50.4 ) ( 50.4 )

Net loss — — — ( 62.6 ) ( 62.6 )

Balance at October 30, 2021 841.5 $ 1.7 $ 14,148.7 $ 1,535.9 $ 15,686.3

See accompanying notes to unaudited condensed consolidated financial statements

2 unchanged sentences

(In millions)

Six Months Ended

2022 July 31,

Nine Months Ended

2022 October 30,

Cash flows from operating activities:

32 unchanged sentences

Payment of equity and debt financing costs — ( 11.8 )

Other, net 1.0 1.0

Net cash provided by (used in) financing activities ( 563.2 ) 2,984.0

7 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 and six months ended July 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 nine months ended October 29, 2022, have been prepared as required by the U.S.

Securities and Exchange Commission (the “SEC”).

31 unchanged sentences

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

Three Months Ended Six Months Ended

2022 % of Total July 31,

2021 % of Total July 30,

2022 % of Total July 31,

Three Months Ended Nine Months Ended

2022 % of Total October 30,

2021 % of Total October 29,

2022 % of Total October 30,

2021 % of Total

1 unchanged sentence

Data center $ 627.3 41 % $ 499.8 41 % $ 1,911.2 42 % $ 1,210.6 39 %

Carrier infrastructure 285.2 19 % 196.7 18 % 537.2 18 % 364.3 19 %

Enterprise networking 376.0 24 % 247.2 20 % 1,002.9 22 % 644.7 21 %

Carrier infrastructure 271.4 18 % 215.1 18 % 808.6 18 % 579.4 19 %

Consumer 178.4 12 % 182.5 15 % 521.3 12 % 514.6 16 %

2 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 Six Months Ended

2022 % of Total July 31,

2021 % of Total July 30,

2022 % of Total July 31,

Three Months Ended Nine Months Ended

2022 % of Total October 30,

2021 % of Total October 29,

2022 % of Total October 30,

2021 % of Total

2 unchanged sentences

United States 184.6 12 % 123.9 10 % 519.1 12 % 334.5 11 %

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

Thailand 115.2 7 % 97.4 8 % 289.4 6 % 258.2 8 %

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

Malaysia 85.1 6 % 65.6 5 % 280.2 6 % 196.6 6 %

Singapore 134.5 9 % 46.7 4 % 251.7 6 % 156.6 5 %

Japan 70.1 5 % 68.2 6 % 208.2 5 % 168.4 5 %

Taiwan 89.4 6 % 51.3 4 % 204.3 5 % 108.9 3 %

7 unchanged sentences

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

Three Months Ended Six Months Ended

2022 % of Total July 31,

2021 % of Total July 30,

2022 % of Total July 31,

Three Months Ended Nine Months Ended

2022 % of Total October 30,

2021 % of Total October 29,

2022 % of Total October 30,

2021 % of Total

6 unchanged sentences

Contract liability balances are comprised of deferred revenue.

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.

The amount of revenue recognized during the nine months ended October 29, 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 July 30, 2022 and January 29, 2022 (in millions):

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

2022 January 29,

3 unchanged sentences

Term Loan Total 1,544.4 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 $ 3,927.6 $ 4,484.8

(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.

(1) As of October 29, 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.

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.

The weighted average interest rate on short-term debt outstanding at October 29, 2022 and January 29, 2022 was 4.299 % and 1.485 %, respectively.

On April 20, 2021, the Company completed its acquisition of Inphi Corporation (“Inphi”).

As part of the acquisition, the Company assumed $ 15.7 million principal amount of Inphi’s 0.75 % convertible senior notes due 2021 (the “Inphi 2021 Convertible Notes”) and $ 506.0 million principal amount of Inphi’s 0.75 % convertible senior notes due 2025 (the “Inphi 2025 Convertible Notes”, and together with the 2021 Notes, the “Inphi Convertible Notes”).

20 unchanged sentences

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 2.936 % as of July 30, 2022.

The effective interest rate for the 3-Year Tranche Loan was 3.605 % as of October 29, 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 3.245 % as of July 30, 2022.

The effective interest rate for the 5-Year Tranche Loan was 4.096 % as of October 29, 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 six months ended July 30, 2022, the Company repaid $ 21.8 million of the principal outstanding of the 5-Year Tranche Loan.

During the three and nine months ended October 29, 2022, the Company repaid $ 21.9 million and $ 43.7 million of the principal outstanding on 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 July 30, 2022, the Company has $ 1.6 billion Term Loan borrowings outstanding, and is in compliance with its debt covenants.

As of October 29, 2022, the Company has $ 1.5 billion borrowings outstanding under the 2024 and 2026 Term Loans, 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.

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.

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.

During the quarter ended October 29, 2022, the Company repaid the remaining outstanding amount of $ 70.0 million.

As of October 29, 2022, the 2020 Revolving Credit Facility is 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 July 30, 2022.

This annual rate was 0.175 % at October 29, 2022.

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

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

As of October 29, 2022, the Company had $ 2.0 billion Senior Notes borrowings outstanding.

2023 and 2028 Senior Unsecured Notes

2 unchanged sentences

In April 2021, in conjunction with the Company’s U.S.

domiciliation, the Company commenced Exchange Offers on April 19, 2021 for the outstanding $ 1.0 billion in aggregate principal amount of MTG Senior Notes outstanding in exchange for corresponding senior notes to be issued by the Company’s new U.S.

domiciled parent Marvell Technology, Inc.

domiciled parent MTI.

MTI made an offer to (i) exchange any and all of the outstanding MTG 2023 Notes for up to an aggregate principal amount of $ 500.0 million of new 4.200 % Senior Notes due 2023 issued by MTI (the “MTI 2023 Notes”) and to (ii) exchange any and all of the outstanding MTG 2028 Notes for up to an aggregate principal amount of $ 500.0 million of new 4.875 % Senior Notes due 2028 issued by MTI (the “MTI 2028 Notes” and, together with the MTI 2023 Notes, the “MTI Senior Notes”).

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

As of October 29, 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 July 30, 2022, there was no outstanding balance of Inphi Capped Calls.

As of October 29, 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 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):

During the three and nine months ended October 29, 2022, the Company recognized $ 42.4 million and $ 112.7 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 nine months ended October 30, 2021, the Company recognized $ 33.6 million and $ 86.6 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 October 29, 2022, the aggregate future contractual maturities of the Company’s outstanding debt, at face value, were as follows (in millions):

Fiscal Year Amount

9 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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

Total future unconditional purchase commitments as of October 29, 2022 are as follows (in millions):

Fiscal Year Purchase Commitments to Foundries and Test & Assembly Partners

8 unchanged sentences

Technology license fees include the liabilities under agreements for technology licenses between the Company and various vendors.

Under the Company’s manufacturing relationships with its foundry partners, cancellation of outstanding purchase orders is allowed but requires payment of all costs and expenses incurred through the date of cancellation, and in some cases, may result in incremental fees, loss of amounts paid in advance, or loss of priority to reserved capacity for a period of time as discussed below.

The Company entered into manufacturing supply capacity reservation agreements with foundries and test & assembly suppliers during the current and prior fiscal year due to the current global supply shortage environment.

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 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.

The Company currently estimates that it has agreed to purchase level commitments of at least $ 2.7 billion of wafers, substrates, and other manufacturing products for the remainder of fiscal 2023 through fiscal 2033 under the capacity reservation agreements.

In addition, t otal fees and refundable deposits payable under these arrangements are $ 226.4 million for the remainder of fiscal 2023 through fiscal 2026.

The Company currently estimates that it has agreed to purchase level commitments of at le ast $ 2.6 billion of wafers, substrates, and other manufacturing products for the remainder of fiscal 2023 through fiscal 2033 under the capacity reservation agreements.

In addition, total fees and refundable deposits payable under these arrangements are $ 134.6 million for the remainder of fiscal 2023 through fiscal 2026.

Such purchase commitments are summarized in the preceding table.

9 unchanged sentences

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.

In connection with this dispute, an additional $ 85.0 million was accrued in the second quarter of fiscal 2023.

During the third quarter of fiscal 2023, the Company entered into a definitive agreement with this customer to fully resolve this matter pursuant to which the Company will pay the customer $ 100.0 million in cash over several quarters.

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.

31 unchanged sentences

Total merger consideration $ 1,004.2

The merger consideration allocation set forth herein is preliminary and may be revised with adjustment to goodwill as additional information becomes available during the measurement period from the closing date of the acquisition to finalize such preliminary estimates.

Any such revisions or changes may be material.

In accordance with U.S.

7 unchanged sentences

The purchase price allocation is as follows (in millions):

Previously Reported

January 29, 2022 (Provisional)

Cash and cash equivalents $ 60.4

4 unchanged sentences

Total merger consideration $ 1,004.2

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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 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.

5 unchanged sentences

See “Note 4 – Debt” for additional information.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

The factors contributing to the recognition of goodwill were based upon the Company’s conclusion that there are strategic and synergistic benefits that are expected to be realized from the acquisition.

14 unchanged sentences

See “Note 7 – Goodwill and Acquired Intangible Assets, Net” for additional information.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

The purchase price allocation is as follows (in millions):

Previously Reported

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

January 29, 2022 (Provisional) Measurement Period Adjustment October 29, 2022

Cash and cash equivalents $ 72.3 $ — $ 72.3

18 unchanged sentences

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

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.

As of October 29, 2022, $ 3.4 million is included in short-term debt, and $ 24.7 million is included in long-term debt on the accompanying unaudited condensed consolidated balance sheets.

See “Note 4 – Debt” for additional information.

Additionally, the Company incurred $ 8.2 million of equity issuance costs, which were recorded in additional paid-in capital in the unaudited condensed consolidated balance sheets.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Unaudited Supplemental Pro Forma Information

2 unchanged sentences

The following unaudited supplemental pro forma information presents the combined results of operations for each of the periods presented, as if Innovium and Inphi had been acquired as of the beginning of fiscal 2021.

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.

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

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.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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

Six Months Ended

July 31, 2021

Nine Months Ended

October 30, 2021

Pro forma net revenue $ 3,295.5

3 unchanged sentences

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.

In 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 October 29, 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 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

As of October 29, 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):

October 29, 2022

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

5 unchanged sentences

Total acquired intangible assets $ 8,026.0 $ ( 2,653.4 ) $ 5,372.6

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

January 29, 2022

7 unchanged sentences

Total acquired intangible assets $ 8,100.1 $ ( 1,946.7 ) $ 6,153.4

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

The intangible assets are amortized on a straight-line basis over the estimated useful lives, except for certain Cavium customer contracts and related relationships, which are amortized using an accelerated method of amortization over the expected customer lives, which more closely align with the pattern of realization of economic benefits expected to be obtained.

2 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 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):

Amortization expense for acquired intangible assets for the three and nine months ended October 29, 2022 was $ 269.9 million and $ 814.2 million, respectively.

Amortization expense for acquired intangible assets for the three and nine months ended October 30, 2021 was $ 279.3 million and $ 684.6 million, respectively.

The following table presents the estimated future amortization expense of acquired amortizable intangible assets as of October 29, 2022 (in millions):

Fiscal Year Amount

9 unchanged sentences

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The Company’s Level 1 assets include marketable equity investments that are classified as other non-current assets and which are valued primarily using quoted market prices.

The Company’s Level 2 assets include time deposits, as the market inputs used to value these instruments consist of market yields.

In addition, the severance pay fund is classified as a Level 2 asset as the valuation inputs are based on quoted prices and market observable data of similar instruments.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

The Company’s Level 1 assets include marketable equity investments that are classified as other non-current assets and which are valued primarily using quoted market prices.

The Company’s Level 2 assets include time deposits, as the market inputs used to value these instruments consist of market yields.

In addition, forward contracts and the severance pay fund are classified within Level 2 of the fair value hierarchy as the valuation inputs are based on quoted prices and market observable data of similar instruments.

The tables below set forth, by level, the Company’s assets and liabilities that are measured at fair value on a recurring basis.

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 July 30, 2022

Fair Value Measurements at October 29, 2022

Level 1 Level 2 Level 3 Total

6 unchanged sentences

Total assets $ 1.8 $ 228.9 $ — $ 230.7

Accrued liabilities:

Foreign currency forward contracts $ — $ 1.1 $ — $ 1.1

Total liabilities $ — $ 1.1 $ — $ 1.1

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

The carrying value of investments in non-marketable equity securities recorded to fair value on a non-recurring basis is adjusted for observable transactions for identical or similar investments of the same issuer or for impairment.

1 unchanged sentence

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 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.

As of October 29, 2022 and January 29, 2022, non-marketable equity investments had a carrying value of $ 35.7 million and $ 30.7 million, respectively, 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 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.

The Company classified the 2024 and 2026 Term Loans, 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 approximate their fair value as the 2024 and 2026 Term Loans are carried at a market observable interest rate that resets periodically.

The estimated aggregate fair value of the unsecured senior notes was $ 2.6 billion at October 29, 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

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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 $ 1.2 million and $ 2.5 million for the three and six months ended July 30, 2022, respectively.

The Company recorded restructuring and other related charges of $ 15.6 million and $ 18.1 million for the three and nine months ended October 29, 2022, respectively.

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

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These plans are substantially complete.

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 recorded restructuring related charges of $ 5.9 million and $ 31.1 million for the three and nine months ended October 30, 2021, respectively.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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.

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The Company’s quarterly tax provision, and estimate of its annual effective tax rate, is subject to variation due to several factors, including variability in accurately predicting our pre-tax income or loss and the mix of jurisdictions to which they relate, intercompany transactions, changes in tax laws, the applicability of special tax regimes, changes in how the Company does business, discrete items, and acquisitions, as well as the integration of such acquisitions.

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

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

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

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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 recorded income tax expense of $ 52.0 million and $ 256.4 million for the three and nine months ended October 29, 2022, respectively.

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

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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 Israel that generally require a repayment (“clawback”) of certain tax benefits upon distribution of related earnings.

To encourage the distribution of earnings and the collection of related taxes, the Israel government provided for an elective temporary relief provision at a reduced clawback tax rate.

During the third quarter of fiscal 2023, the Company determined that it would avail itself of this temporary relief provision and therefore, recorded tax expense of $ 22.4 million related to estimated clawback taxes on prior earnings.

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.

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

No tax incentive net benefits have been recorded for the three and nine months ended October 29, 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.

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

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.

It is reasonably possible that our uncertain tax positions may be reduced by as much as $ 7.4 million within the next 12 months as a result of the lapses of statutes of limitation.

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

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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.

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’s principal source of liquidity as of October 29, 2022 consisted of approximately $ 723.4 million of cash and cash equivalents, of which approximately $ 500.8 million was held by subsidiaries outside of the United States.

The Company has not recognized a deferred tax liability on $ 430.6 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.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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

Three Months Ended Nine Months Ended

2022 October 30,

2021 October 29,

2022 October 30,

Net income (loss) $ 13.3 $ ( 62.6 ) $ ( 148.1 ) $ ( 427.2 )

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Effect of dilutive securities:

Share-based awards 7.0 — — —

Stock-based awards 5.8 — — —

Weighted-average shares — diluted 858.4 828.6 850.5 781.0

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Diluted $ 0.02 $ ( 0.08 ) $ ( 0.17 ) $ ( 0.55 )

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.

Potential dilutive securities include dilutive common stock from share-based awards attributable to the shares that could be issued upon conversion of the Company’s convertible debt using the if-converted method.

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

Potential dilutive securities include dilutive common stock from stock-based awards attributable to the shares that could be issued upon conversion of the Company’s convertible debt using the if-converted method.

Under the treasury stock method and if-converted method, potential common stock outstanding are not included in the computation of diluted net income per share if their effect is anti-dilutive.

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

Three Months Ended Six Months Ended

2022 July 31,

2021 July 30,

2022 July 31,

Three Months Ended Nine Months Ended

2022 October 30,

2021 October 29,

2022 October 30,

Weighted-average shares outstanding:

Share-based awards 11.8 18.7 13.8 17.6

Stock-based awards 11.3 17.6 14.1 15.3

Convertible debt — — — 0.7

Anti-dilutive potential shares from share-based awards are excluded from the calculation of diluted earnings per share for all periods reported above because either their exercise price exceeded the average market price during the period or the share-based awards were determined to be anti-dilutive based on applying the treasury stock method.

Anti-dilutive potential shares from stock-based awards are excluded from the calculation of diluted earnings per share for all periods reported above because either their exercise price exceeded the average market price during the period or the stock-based awards were determined to be anti-dilutive based on applying the treasury stock method.

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 July 31, 2021, and the six months ended July 30, 2022 and July 31, 2021 due to the net losses reported in those periods.

Anti-dilutive potential shares from stock-based awards are excluded from the calculation of diluted earnings per share for the three months ended October 30, 2021, and the nine months ended October 29, 2022 and October 30, 2021 due to the net losses reported in those periods.

MARVELL TECHNOLOGY, INC.

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Inventories $ 957.5 $ 720.3

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.

The inventory balance at October 29, 2022 and January 29, 2022 incl udes $ 12.7 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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Prepaid ship and debit 433.5 215.9

Operating right-of-use assets 135.6 142.0

Prepayments on supply capacity reservation agreements 226.9 54.6

Operating right-of-use assets 200.8 142.0

Non-marketable equity investments 35.7 30.7

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Variable consideration estimates (1) $ 519.3 $ 258.6

Accrued income tax payable 167.4 23.3

Technology license obligations 118.7 84.2

Accrued legal reserve 104.9 8.5

Deferred revenue 47.0 39.0

Lease liabilities - current portion 41.6 38.2

Deferred non-recurring engineering credits 29.7 71.2

Deferred revenue 28.9 39.0

Accrued royalty 22.0 17.4

Accrued interest payable 20.9 20.1

Accrued income tax payable 16.6 23.3

Accrued royalty 15.9 17.4

Other 46.3 62.1

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Other non-current liabilities $ 615.3 $ 533.1

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

On November 17, 2016, the Company announced that its Board of Directors authorized a $ 1.0 billion share repurchase plan with no fixed expiration.

The newly authorized stock repurchase program replaced in its entirety the prior $ 3.25 billion stock repurchase program.

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 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.

The share repurchase program will be subject to market conditions and other factors, and does not obligate the Company to repurchase any dollar amount or number of its common stock and the repurchase program may be extended, modified, suspended or discontinued at any time.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive loss, net of tax, by components for the current period are presented in the following table:

Unrealized Gain

(Loss) on Cash

Balance as at January 29, 2022 $ —

Other comprehensive income (loss) before reclassifications ( 1.1 )

Amounts reclassified from accumulated other comprehensive income (loss) 0.3

Net current-period other comprehensive income (loss), net of tax ( 0.8 )

Balance as at October 29, 2022 $ ( 0.8 )

For the three and nine months ended October 30, 2021, there were no reconciling differences between net income (loss) and comprehensive income (loss).

Stock Repurchase Program

On November 17, 2016, the Company announced that its Board of Directors authorized a $ 1.0 billion stock repurchase plan with no fixed expiration.

The stock repurchase program replaced in its entirety the prior $ 3.25 billion stock repurchase program.

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

As of October 29, 2022, $ 449.5 million remained available for future stock repurchases.

The Company intends to effect stock 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.

The stock repurchase program will be subject to market conditions and other factors, and does not obligate the Company to repurchase any dollar amount or number of shares of its common stock and the repurchase program may be extended, modified, suspended or discontinued at any time.

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 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.

During the three months ended October 29, 2022, the Company repurchased 1.1 million shares of its common stock for $ 50.0 million.

During the nine months ended October 29, 2022, the Company repurchased 2.3 million shares of its common stock for $ 115.0 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 stock repurchases during the three and nine months ended October 30, 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.

The repurchased stock are retired immediately after repurchases are completed.

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