What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2023-03-09 compared with 2022-03-10 · 541 added, 754 removed, 907 unchanged (59% of the section changed)

3 unchanged sentences

Consolidated Balance Sheets as of January 28, 2023 and January 29, 2022

Consolidated Statements of Operations and C omprehensive Income ( L oss) for the years ended January 29 , 202 2 , January 30 , 202 1 and February 1 , 20 2 0

Consolidated Statements of S t ock holders’ Equity for the years ended January 2 9 , 202 2 , J anuary 30 , 202 1 and February 1 , 20 2 0

Consolidated Statements of Cash Flows for the years ended January 2 9 , 202 2 , Januar y 3 0 , 202 1 and February 1 , 20 2 0

Consolidated Statements of Operations and Comprehensive Loss for the years ended January 28, 2023, January 29, 2022 and January 30, 2021

Consolidated Statements of Stockholders’ Equity for the years ended January 28, 2023, January 29, 2022 and January 30, 2021

Consolidated Statements of Cash Flows for the years ended January 28, 2023, January 29, 2022 and January 30, 2021

Notes to Consolidated Financial Statements

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We have audited the accompanying consolidated balance sheets of Marvell Technology, Inc.

and subsidiaries (the “Company”) as of January 29, 2022, and January 30, 2021, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended January 29, 2022, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”).

and subsidiaries (the “Company”) as of January 28, 2023, and January 29, 2022, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows, for each of the three years in the period ended January 28, 2023, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 28, 2023, and January 29, 2022, and the results of its operations and its cash flows for each of the three years in the period ended January 28, 2023, in conformity with accounting principles generally accepted in the United States of America.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Business Combinations – Fair Value of Acquired Intangible Assets — Refer to Notes 2 and 4 to the financial statements

Critical Audit Matter Description

The Company completed the acquisitions of Inphi Corporation for $9.9 billion on April 20, 2021, and Innovium, Inc.

for $1.0 billion on October 5, 2021.

The Company accounted for the transactions under the acquisition method of accounting for business combinations.

Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, including intangible assets of $4.4 billion for Inphi and $433 million for Innovium.

Intangible assets acquired primarily related to developed technology, in process research and development (“IPR&D”) and customer relationships.

Management estimated the fair value of the intangible assets using valuation techniques which includes the use of a discounted cash flow model.

The fair value determination of the intangible assets required management to make significant estimates and assumptions, including future expected revenue, expenses, capital expenditures and other costs, as well as discount rates.

We identified the fair value of acquired intangible assets as a critical audit matter because of the significant business assumptions and estimates used in the valuation of the Inphi and Innovium acquired entity intangible assets that possess higher degrees of complexity and sensitivity to the valuations.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s assumptions related to each acquisition.

The significant assumptions and estimates used to estimate the fair value of Inphi intangible assets relate primarily to the forecasted revenue growth rates, the expected period over which the intangible assets are expected to produce cash flows (“technology obsolescence rates”), the period required for customers revenues to mature (“customer ramp periods”) and the discount rates applied to these future cash flows.

The significant assumptions and estimates used to estimate the fair value of Innovium intangible assets relate primarily to the annual revenue growth rates that form the basis of future cash flows.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the fair value of the Inphi acquired intangible assets, specifically as they relate to significant assumptions and estimates including forecasted revenue growth rates, technology obsolescence rates, customer ramp periods, and discount rates, included the following, among others:

• We tested the effectiveness of internal controls over the valuation and accounting for the acquired intangible assets, including management’s controls related to the forecasted revenue growth rate and selection of technology obsolescence rates, customer ramp periods, and discount rate.

• We assessed the reasonableness of management’s forecast of future revenues by comparing the projections to historical results, certain peer companies, and industry data.

• We evaluated whether the estimated future revenues were consistent with evidence obtained in other areas of the audit.

• We evaluated the reasonableness of management’s selection of technology obsolescence rates and customer ramp periods by understanding the development status and life cycle of each product and comparing management’s assumptions to historical product and customer data and information obtained in other areas of the audit.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology and (2) discount rate by:

◦ Testing the source information underlying the determination of the discount rate and testing the mathematical accuracy of the calculation

◦ Developing a range of independent estimates and comparing those to the discount rate selected by management.

Our audit procedures related to the fair value of the Innovium acquired intangible assets, specifically as they relate to significant assumptions and estimates including forecasted revenue growth rates by product, included the following, among others:

• We assessed the reasonableness of management’s forecasts of future revenues by comparing the projections to contracted future sales, certain peer companies, and industry data.

• We evaluated whether the estimated future revenues were consistent with evidence obtained in other areas of the audit.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology used by the Company.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Inventories – Management Judgements Regarding Excess and Obsolete Inventory Reserves — Refer to Note 2 to the financial statements

Critical Audit Matter Description

Management writes down excess inventories based upon a regular analysis of inventory on hand compared to historical and forecasted demand.

Management writes down excess inventories based upon a regular analysis of inventory on hand compared to forecasted demand.

Management’s estimates of forecasted demand are based upon analysis and assumptions including, but not limited to, expected product lifecycles and development plans, expected customer orders, projected market conditions, and historical usage by product.

As of January 28, 2023, the Company’s consolidated inventories balance was $1,068 million.

We identified the valuation of inventory as a critical audit matter because of the significant assumptions management makes with regards to estimating the excess write downs and the potential amplification of those judgments in periods of market uncertainty.

Specifically, due to the ongoing market uncertainty, including the business impacts of the global supply chain shortage, performing audit procedures to evaluate the reasonableness of management’s estimates of forecasted demand, required a high degree of auditor judgment and an increased extent of effort.

We identified inventory valuation as a critical audit matter because of the significant assumptions management makes with regards to estimating the excess write-down and the potential amplification of those judgments in periods of market uncertainty.

Specifically, due to the ongoing market uncertainty, including the business impact of the macroeconomic environment, performing audit procedures to evaluate the reasonableness of management’s estimates of forecasted demand required a high degree of auditor judgment and increased audit effort.

How the Critical Audit Matter Was Addressed in the Audit

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• We made inquiries of business unit managers throughout the period as well as executives, sales, and operations personnel about the expected product lifecycles and product development plans and historical usage by product and compared expectations to actual developments over the period.

• We selected a sample of inventory products (both on-hand and from committed open purchase orders) and tested the forecasted demand by comparing internal and external information (e.g., historical usage, contracts, communications with customers, macroeconomic conditions, etc.) with the Company’s forecast.

• We considered, when relevant, the existence of contradictory evidence based on reading of internal communications to management and the board of directors, Company press releases, and analysts' reports, as well as our observations and inquires as to changes within the business and evidence obtained through other areas of the audit.

• We selected a sample of inventory products and tested the forecasted demand by comparing internal and external information (e.g., historical usage, contracts, communications with customers, macroeconomic conditions, etc.) with the Company’s forecast.

• We considered, when relevant, the existence of contradictory evidence based on reading of internal financial and operational information used by management and the board of directors, Company press releases, and analysts' reports, as well as our observations and inquires as to changes within the business and evidence obtained through other areas of the audit.

/s/ DELOITTE & TOUCHE LLP

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We have served as the Company’s auditor since 2016.

Table of Content s

MARVELL TECHNOLOGY, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value per share)

(In millions, except par value per share)

2023 January 29,

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See accompanying Notes to Consolidated Financial Statements.

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MARVELL TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(In thousands, except per share amounts)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In millions, except per share amounts)

2023 January 29,

2021 February 1,

2022 January 30,

Net revenue $ 5,919.6 $ 4,462.4 $ 2,968.9

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Total operating expenses 2,749.5 2,411.9 1,746.7

Operating loss ( 347,668 ) ( 258,389 ) ( 243,358 )

Operating income (loss) 238.0 ( 347.7 ) ( 258.4 )

Interest income 5.3 0.8 2.6

Interest expense ( 170.6 ) ( 139.3 ) ( 69.3 )

Other income (loss), net 2,764 2,886 1,122,555

Other income, net 12.4 2.7 2.9

Interest and other income (loss), net ( 152.9 ) ( 135.8 ) ( 63.8 )

Income (loss) before income taxes 85.1 ( 483.5 ) ( 322.2 )

Benefit for income taxes ( 62,461 ) ( 44,870 ) ( 786,009 )

Net income (loss) $ ( 421,034 ) $ ( 277,298 ) $ 1,584,391

Comprehensive income (loss), net of tax $ ( 421,034 ) $ ( 277,298 ) $ 1,584,391

Net income (loss) per share - basic $ ( 0.53 ) $ ( 0.41 ) $ 2.38

Net income (loss) per share - diluted $ ( 0.53 ) $ ( 0.41 ) $ 2.34

Provision (benefit) for income taxes 248.6 ( 62.5 ) ( 44.9 )

Net loss $ ( 163.5 ) $ ( 421.0 ) $ ( 277.3 )

Comprehensive loss, net of tax $ ( 163.5 ) $ ( 421.0 ) $ ( 277.3 )

Net loss per share - basic $ ( 0.19 ) $ ( 0.53 ) $ ( 0.41 )

Net loss per share - diluted $ ( 0.19 ) $ ( 0.53 ) $ ( 0.41 )

Weighted-average shares:

2 unchanged sentences

See accompanying Notes to Consolidated Financial Statements.

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MARVELL TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except per share amounts)

Capital Retained

(In millions, except per share amounts)

Shares Amount Retained

Earnings Total

Shares Amount

Balance at February 1, 2020 663.5 $ 1.4 $ 6,135.9 $ 2,541.3 $ 8,678.6

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Stock-based compensation — — 241.7 — 241.7

Issuance of warrant for common stock — — 3,407 — 3,407

Replacement equity awards attributable to pre-acquisition service — — 15,520 — 15,520

Repurchase of common stock ( 1.3 ) — ( 25.2 ) — ( 25.2 )

1 unchanged sentence

— — — ( 160.6 ) ( 160.6 )

Net income — — — 1,584,391 1,584,391

Balance at February 1, 2020 663,481 1,328 6,135,939 2,541,313 8,678,580

Issuance of common stock in connection with equity incentive plans 13,172 25 86,648 — 86,673

Tax withholdings related to net share settlement of restricted stock units — — ( 108,089 ) — ( 108,089 )

Stock-based compensation — — 241,714 — 241,714

Repurchase of common stock ( 1,251 ) ( 3 ) ( 25,199 ) — ( 25,202 )

Cash dividends declared and paid (cumulatively $ 0.24 per share)

— — — ( 160,574 ) ( 160,574 )

Net loss — — — ( 277.3 ) ( 277.3 )

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Balance at January 29, 2022 846.7 1.7 14,209.0 1,491.4 15,702.1

Issuance of common stock in connection with equity incentive plans 11.7 — 91.3 — 91.3

Tax withholdings related to net share settlement of restricted stock units — — ( 227.6 ) — ( 227.6 )

Stock-based compensation — — 554.3 — 554.3

Repurchase of common stock ( 2.3 ) — ( 115.0 ) — ( 115.0 )

Cash dividends declared and paid (cumulatively $ 0.24 per share)

— — — ( 204.4 ) ( 204.4 )

Net loss — — — ( 163.5 ) ( 163.5 )

Balance at January 28, 2023 856.1 $ 1.7 $ 14,512.0 $ 1,123.5 $ 15,637.2

See accompanying Notes to Consolidated Financial Statements.

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MARVELL TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(In millions)

2023 January 29,

2021 February 1,

2022 January 30,

Cash flows from operating activities:

Net income (loss) $ ( 421,034 ) $ ( 277,298 ) $ 1,584,391

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

Net loss $ ( 163.5 ) $ ( 421.0 ) $ ( 277.3 )

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

Depreciation and amortization 304.9 265.9 197.9

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Deferred income taxes 50.4 ( 93.9 ) ( 39.5 )

Gain on sale of business — — ( 1,121,709 )

Other expense, net 52.4 69.0 25.0

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Accounts receivable ( 142.7 ) ( 409.0 ) ( 44.3 )

Inventories ( 291,886 ) 29,913 12,759

Prepaid expenses and other assets ( 480.4 ) ( 161.8 ) ( 41.6 )

Inventories ( 385.9 ) ( 291.9 ) 29.9

Accounts payable ( 87.8 ) 93.2 39.7

Accrued liabilities and other non-current liabilities 77,148 44,612 ( 182,893 )

Accrued employee compensation 2.5 29.6 39.6

Accrued liabilities and other non-current liabilities 444.5 77.0 44.6

Net cash provided by operating activities 1,288.8 819.3 817.3

Cash flows from investing activities:

Sales of available-for-sale securities — — 18,832

Purchases of technology licenses ( 11.1 ) ( 17.7 ) ( 12.7 )

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Acquisitions, net of cash acquired ( 112.3 ) ( 3,555.0 ) —

Net proceeds from sale of business — — 1,698,783

Other, net 1.2 ( 3.2 ) ( 0.1 )

Net cash provided by (used in) investing activities ( 3,745,130 ) ( 119,644 ) 558,846

Net cash used in investing activities ( 328.4 ) ( 3,745.1 ) ( 119.6 )

Cash flows from financing activities:

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Note 1 — Basis of Presentation

Marvell Technology, Inc., and its subsidiaries (the “Company”), is a leading supplier of infrastructure semiconductor solutions, spanning the data center core to network edge.

Marvell Technology, Inc., and its subsidiaries (the “Company”), is a leading supplier of data infrastructure semiconductor solutions, spanning the data center core to network edge.

The Company is a fabless semiconductor supplier of high-performance standard and semi-custom products with core strengths in developing and scaling complex System-on-a-Chip architectures, integrating analog, mixed-signal, and digital signal processing functionality.

The Company also leverages leading intellectual property and deep system-level expertise, as well as highly innovative security firmware.

The Company's solutions are empowering the data economy and enabling the data center, carrier infrastructure, enterprise networking, consumer, and automotive/industrial end markets.

The Company’s solutions are empowering the data economy and enabling the data center, enterprise networking, carrier infrastructure, consumer, and automotive/industrial end markets.

The Company is incorporated in Delaware, United States.

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Certain prior period amounts have been reclassified to conform to current year presentation.

On April 20, 2021, the Company completed its acquisition of Inphi Corporation (“Inphi”) in a cash and stock transaction.

Inphi is a global leader in high-speed data movement enabled by optical interconnects.

In conjunction with the acquisition transaction, Marvell Technology Group Ltd.

and Inphi became wholly owned subsidiaries of the new parent company, Marvell Technology, Inc., on April 20, 2021.

The parent company is domiciled in and subject to taxation in the United States.

See “Note 4 - Business Combinations”, “Note 5 - Goodwill and Acquired Intangible Assets, Net”, and “Note 14 - Income Taxes” for more information.

On October 5, 2021, the Company completed its acquisition of Innovium, Inc.

(“Innovium”), a leading provider of networking solutions for cloud and edge data centers, in an all-stock transaction.

See “Note 4 - Business Combinations” and “Note 5 - Goodwill and Acquired Intangible Assets, Net” for more information.

All dollar amounts in the financial statements and tables in these notes, except per share amounts, are stated in millions of U.S.

dollars unless otherwise noted.

Note 2 — Significant Accounting Policies

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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 macroeconomic environment affected by COVID-19, these estimates could 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.

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Cash and cash equivalents consist of cash on deposit with banks and time deposits.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Investments in Equity Securities

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This assessment is based on a qualitative and quantitative analysis, including, but not limited to, the investee’s revenue and earnings trends, available cash and liquidity, and the status of the investee’s products and the related market for such products.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Concentration of Credit Risk and Significant Customers

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The Company regularly reviews the allowance for bad debt and doubtful accounts by considering factors such as historical experience, credit quality, reasonable and supportable forecasts, age of the accounts receivable balances and current economic conditions that may affect a customer’s ability to pay.

The Company’s accounts receivable was concentrated with six customers at January 29, 2022, who comprise a total of 52 % of gross accounts receivable, compared with four customers at January 30, 2021, who represented 53 % of gross accounts receivable, respectively.

The Company’s accounts receivable was concentrated with five customers at January 28, 2023, who comprise a total of 55 % of gross accounts receivable, compared with six customers at January 29, 2022, who represented 52 % of gross accounts receivable, respectively.

This presentation is at the customer consolidated level.

1 unchanged sentence

Net revenue attributable to significant distributors whose revenues as a percentage of net revenue was 10% or greater of total net revenues is presented in the following table:

January 29, 2022 January 30, 2021 February 1, 2020

2023 January 29,

2022 January 30,

Distributor A 20 % 15 % 13 %

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Leasehold improvements are depreciated over the shorter of the remaining lease term or the estimated useful life of the asset.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Goodwill is recorded when the consideration paid for a business acquisition exceeds the fair value of net tangible and intangible assets acquired.

1 unchanged sentence

The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount or the Company may determine to proceed directly to the quantitative impairment test.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

If the Company assesses qualitative factors and concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount or if the Company determines not to use the qualitative assessment, then a quantitative impairment test is performed.

32 unchanged sentences

Variable consideration primarily consists of price discounts, price protection, rebates, and stock rotation programs and is estimated based on a portfolio approach using the expected value method derived from historical data, current economic conditions, and contractual terms.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

A portion of the Company’s net revenue is derived from sales through third-party logistics providers who maintain warehouses in close proximity to our customer’s facilities.

Revenue from sales through these third-party logistics providers is not recognized until the product is pulled from stock by the customer.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company’s products are generally subject to warranty, which provides for the estimated future costs of replacement upon shipment of the product.

22 unchanged sentences

Previously recognized expense is reversed for the portion of awards forfeited prior to vesting as and when forfeitures occur.

Comprehensive Income (Loss)

Comprehensive income (loss), net of tax is comprised of net income and net change in unrealized gains and losses on cash flow hedges.

For fiscal 2022, 2021 and 2020, there were no reconciling differences between net income (loss) and comprehensive income (loss).

Comprehensive Loss

Comprehensive loss, net of tax is comprised of net loss.

For fiscal 2023, 2022 and 2021, there were no reconciling differences between net loss and comprehensive loss.

Accounting for Income Taxes

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Accounting Pronouncements Recently Adopted

In December 2019, the FASB issued an accounting standards update that simplifies the accounting for income taxes by eliminating certain exceptions related to the approach for intraperiod tax allocation and modified the methodology for calculating income taxes in an interim period.

It also clarifies and simplifies other aspects of the accounting for income taxes.

The new standard was adopted by the Company on January 31, 2021 on a prospective basis and did not have a material effect on the Company's consolidated financial statements.

Accounting Pronouncements Not Yet Effective

In August 2020, the FASB issued an accounting standards update that simplifies the accounting for convertible debt instruments by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the primary contract.

The standard requires a convertible debt instrument to be accounted for as a single liability measured at its amortized cost as long as no other features require bifurcation and recognition as derivatives.

It also made changes to the disclosures for convertible instruments and earnings-per-share guidance, among other updates.

The guidance is effective for the Company beginning in the first quarter of fiscal year 2023, with early adoption permitted and permits the use of either the modified retrospective or fully retrospective method of transition.

The Company does not expect the adoption of this guidance to have a material effect on its consolidated financial statements.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In October 2021, the FASB issued an accounting standards update that requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers.

The guidance is effective for the Company beginning in the first quarter of fiscal year 2024, with early adoption permitted.

The guidance should be applied prospectively to acquisitions occurring on or after the effective date.

The adoption impact of this new standard on the Company's consolidated financial statements will depend on the magnitude of future acquisitions.

The new standard was early adopted by the Company on January 30, 2022 and did not have a material effect on the Company’s consolidated financial statements.

Note 3 — Revenue

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The majority of the Company’s revenue is generated from sales of the Company’s products.

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

January 29, 2022 % of Total Year Ended

January 30, 2021 % of Total Year Ended

February 1, 2020 % of Total

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

2023 % of Total Year Ended

2022 % of Total Year Ended

2021 % of Total

Net revenue by end market:

Data center $ 2,408.8 41 % $ 1,784.7 40 % $ 1,040.8 35 %

Carrier infrastructure 820,377 18 % 599,527 20 % 369,901 14 %

Enterprise networking 1,369.2 23 % 907.7 20 % 636.0 22 %

Carrier infrastructure 1,084.0 18 % 820.4 18 % 599.4 20 %

Consumer 701.1 12 % 700.0 16 % 574.7 19 %

1 unchanged sentence

$ 5,919.6 100 % $ 4,462.4 100 % $ 2,968.9 100 %

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

January 29, 2022 % of Total Year Ended

January 30, 2021 % of Total Year Ended

February 1, 2020 % of Total

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

2023 % of Total Year Ended

2022 % of Total Year Ended

2021 % of Total

Net revenue based on destination of shipment:

1 unchanged sentence

United States 690.1 12 % 484.0 11 % 321.4 11 %

Thailand 355,296 8 % 251,408 8 % 230,218 9 %

Malaysia 393.2 7 % 276.0 6 % 254.1 9 %

Japan 222,831 5 % 142,554 5 % 162,399 6 %

Thailand 391.9 7 % 355.3 8 % 251.4 8 %

Singapore 331.7 6 % 220.8 5 % 107.6 4 %

Taiwan 289.0 5 % 161.0 4 % 79.8 3 %

Japan 260.0 4 % 222.8 5 % 142.6 5 %

Finland 189.6 3 % 80.2 2 % 6.9 — %

Philippines 171.5 3 % 213.4 5 % 166.7 6 %

3 unchanged sentences

For example, a substantial majority of the shipments made to China relate to sales to non-China based customers that have factories or contract manufacturing operations located within China.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

January 29, 2022 % of Total Year Ended

January 30, 2021 % of Total Year Ended

February 1, 2020 % of Total

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

2023 % of Total Year Ended

2022 % of Total Year Ended

2021 % of Total

Net revenue by customer type:

6 unchanged sentences

The amount of revenue recognized during the year ended January 28, 2023, that was included in deferred revenue balance at January 29, 2022 was not material.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

3 unchanged sentences

These costs are recorded in selling, general and administrative expenses in the consolidated statements of operations.

Note 4 — Debt

Summary of Borrowings and Outstanding Debt

The following table summarizes the Company’s outstanding debt at January 28, 2023 and January 29, 2022 (in millions):

2023 January 29,

Face Value Outstanding:

2024 Term Loan - 3 Year Tranche $ 735.0 $ 735.0

2026 Term Loan - 5 Year Tranche 787.5 853.1

Term Loan Total 1,522.5 1,588.1

4.200 % MTG/MTI 2023 Senior Notes

4.875 % MTG/MTI 2028 Senior Notes

1.650 % 2026 Senior Notes

2.450 % 2028 Senior Notes

2.950 % 2031 Senior Notes

Senior Notes Total 2,999.9 2,999.9

Total borrowings $ 4,522.4 $ 4,588.0

Unamortized debt discount and issuance cost ( 30.3 ) ( 40.0 )

Net carrying amount of debt $ 4,492.1 $ 4,548.0

Current portion (1) 584.4 63.2

Non-current portion $ 3,907.7 $ 4,484.8

(1) As of January 28, 2023, the current portion of outstanding debt that is due within twelve months includes the MTG/MTI 2023 Senior Notes and the portion of the 2026 Term Loan - 5 Year Tranche.

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

The weighted average interest rate on short-term debt outstanding at January 28, 2023 and January 29, 2022 was 4.448 % and 1.485 %, respectively.

In December 2020, the Company executed a debt agreement to obtain a 3-year $ 875.0 million term loan and a 5-year $ 875.0 million term loan.

The Company also executed a debt agreement to obtain a 5-year $ 750.0 million revolving credit facility in December 2020, replacing its previous $ 500 million revolving credit facility.

On April 12, 2021, the Company completed a debt offering and issued (i) $ 500.0 million of Senior Notes with a 5-year term due in 2026, (ii) $ 750.0 million of Senior Notes with a 7-year term due in 2028, and (iii) $ 750.0 million of Senior Notes with a 10-year term due in 2031.

On May 4, 2021, in conjunction with the U.S.

domiciliation, the Company exchanged certain existing senior notes due in 2023 and 2028 that were previously issued by the Bermuda-domiciled Marvell Technology Group Ltd.

(the “MTG Senior Notes”) with like notes that are now issued by the Delaware-domiciled Marvell Technology, Inc.

(the “MTI Senior Notes”).

Below is further discussion of the terms of the various debt agreements.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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:

(i) $ 875 million loan with a three-year term from the funding date (the “3-Year Tranche Loan”) and (ii) $ 875 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 "2024 and 2026 Term Loans").

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 4.027 % as of January 28, 2023.

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 4.665 % as of January 28, 2023.

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 year ended January 28, 2023, the Company repaid $ 65.6 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 January 28, 2023, the Company had $ 1.5 billion 2024 and 2026 Term Loan borrowings outstanding, and was in compliance with its debt covenants.

2020 Revolving Credit Facility

On December 7, 2020, the Company entered into a revolving line of credit agreement (“2020 Revolving Credit Facility”) with a lending syndicate led by JP Morgan Chase Bank, N.A for borrowings of up to $ 750 million.

Borrowings from the 2020 Revolving Credit Facility are intended for general corporate use, which may include among other things, the financing of acquisitions, the refinancing of other indebtedness and the payment of transaction expenses related to the foregoing.

The 2020 Revolving Credit Facility has a five-year term and a stated floating interest rate which equates to reserve-adjusted LIBOR plus an applicable margin.

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

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 January 28, 2023.

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 January 28, 2023, the 2020 Revolving Credit Facility was undrawn and will be available for draw down through December 7, 2025.

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 2024 and 2026 Term Loans 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 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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2026, 2028, and 2031 Senior Unsecured Notes

On April 12, 2021, the Company completed an offering of (i) $ 500.0 million aggregate principal amount of the Company’s 1.650 % Senior Notes due 2026 (the “2026 Senior Notes”), (ii) $ 750.0 million aggregate principal amount of the Company’s 2.450 % Senior Notes due 2028 (the “2028 Senior Notes”) and (iii) $ 750.0 million aggregate principal amount of the Company’s 2.950 % Senior Notes due 2031 (the “2031 Senior Notes,” and, together with the 2026 Senior Notes and the 2028 Senior Notes, the “Senior Notes”).

On October 8, 2021, the Senior Notes issued on April 12, 2021 were exchanged for new notes.

The terms of the new notes issued in the exchange are substantially identical to the notes issued in April 2021, except that the new notes are registered under the Securities Act of 1933 and the transfer restrictions and registration rights applicable to the Senior Notes issued in April 2021 do not apply to the new notes.

The 2026 Senior Notes mature on April 15, 2026, the 2028 Senior Notes mature on April 15, 2028, and the 2031 Senior Notes mature on April 15, 2031.

The stated and effective interest rates for the 2026 Senior Notes are 1.650 % and 1.839 %, respectively.

The stated and effective interest rates for the 2028 Senior Notes are 2.450 % and 2.554 %, respectively.

The stated and effective interest rates for the 2031 Senior Notes are 2.950 % and 3.043 %, respectively.

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

In addition, upon the occurrence of a change of control repurchase event (which involves the occurrence of both a change of control and a ratings event involving the Senior Notes being rated below investment grade), the Company will be required to make an offer to repurchase the Senior Notes at a price equal to 101 % of the principal amount of the notes, plus accrued and unpaid interest to, but excluding, the repurchase date.

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 January 28, 2023, the Company had $ 2.0 billion Senior Notes borrowings outstanding.

2023 and 2028 Senior Unsecured Notes

On June 22, 2018, the Company’s Bermuda-based parent company Marvell Technology Group, Ltd.

(“MTG”) completed a public offering of (i) $ 500.0 million aggregate principal amount of 4.200 % Senior Notes due 2023 (the “MTG 2023 Notes”) and (ii) $ 500.0 million aggregate principal amount of 4.875 % Senior Notes due 2028 (the “MTG 2028 Notes” and, together with the 2023 Notes, the “MTG Senior Notes”).

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 U.S.

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”).

Each new series of MTI Senior Notes have the same interest rate, maturity date, redemption terms and interest payment dates and are subject to substantially similar covenants as the corresponding series of the MTG Senior Notes for which they were offered in exchange.

The settlement of the Exchange Offers occurred on May 4, 2021 with $ 433.9 million aggregate principal amount of the MTG 2023 Notes and $ 479.5 million aggregate principal amount of the MTG 2028 Notes.

The exchange was accounted for as a debt modification in accordance with applicable accounting guidance.

On December 16, 2021, the MTI Senior Notes issued on May 4, 2021 were exchanged for new notes.

The terms of the new notes issued in the exchange are substantially identical to the notes issued in May 2021, except that the new notes are registered under the Securities Act of 1933 and the transfer restrictions and registration rights applicable to the MTI Senior Notes issued in May 2021 do not apply to the new notes.

The MTI 2023 Notes mature on June 22, 2023 and the MTI 2028 Notes mature on June 22, 2028.

The stated and effective interest rates for the MTI 2023 Notes are 4.200 % and 4.502 %, respectively.

The stated and effective interest rates for the MTI 2028 Notes are 4.875 % and 4.988 %, respectively.

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

In addition, upon the occurrence of a change of control repurchase event (which involves the occurrence of both a change of control and a ratings event involving the MTI Senior Notes being rated below investment grade), the Company will be required to make an offer to repurchase the MTI Senior Notes at a price equal to 101 % of the principal amount of the notes, plus accrued and unpaid interest to, but excluding, the repurchase date.

The indenture governing the MTI 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.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The MTG 2023 Notes mature on June 22, 2023 and the MTG 2028 Notes mature on June 22, 2028.

The stated and effective interest rates for the MTG 2023 Notes are 4.200 % and 4.360 %, respectively.

The stated and effective interest rates for the MTG 2028 Notes are 4.875 % and 4.940 %, respectively.

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 January 28, 2023, the Company had $ 1.0 billion MTG/MTI Senior Notes borrowings outstanding.

Interest Expense and Future Contractual Maturities

During fiscal 2023 and fiscal 2022, the Company recognized $ 159.6 million and $ 119.0 million of interest expense, respectively, in its 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 January 28, 2023, the aggregate future contractual maturities of the Company’s outstanding debt, at face value, were as follows (in millions):

Fiscal Year Amount

Thereafter 1,999.9

Total $ 4,522.4

Note 5 — Leases

The Company’s leases primarily include facility leases and hosting/data center leases, which are all classified as operating leases.

For hosting/data center leases, the Company elected the practical expedient to account for the lease and non-lease component as a single lease component.

Lease expense and supplemental cash flow information are as follows (in millions):

2023 January 29,

2022 January 30,

Operating Lease Expense $ 49.6 $ 61.7 $ 47.8

Cash paid for amounts included in the measurement of operating lease liabilities $ 41.9 $ 45.1 $ 36.8

Right-of-use assets obtained in exchange for lease obligation $ 107.7 $ 95.4 $ 26.6

The effect of operating lease right-of-use asset amortization of $ 32.5 million, $ 28.9 million and $ 21.6 million is included in changes in Other expense, net in the cash provided by operating activities section on the consolidated statements of cash flows for the fiscal year ended January 28, 2023, January 29, 2022, and January 30, 2021, respectively.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The aggregate future lease payments for operating leases as of January 28, 2023 are as follows (in millions):

Fiscal Year Operating Leases Sublease Income

2024 $ 51.4 $ 5.4

2025 43.8 5.5

2026 38.8 5.7

2027 35.9 5.9

2028 29.2 4.1

Thereafter 79.5 6.3

Total lease payments 278.6 32.9

imputed interest 33.2

Present value of lease liabilities $ 245.4

Average lease terms and discount rates were as follows:

2023 January 29,

Weighted-average remaining lease term (years) 7.01 5.95

Weighted-average discount rate 3.66 % 2.47 %

Note 6 — Commitments and Contingencies

Warranty Obligations

The Company’s products carry a standard one-year warranty with certain exceptions in which the warranty period can extend to more than one year based on contractual agreements.

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 obligations.

Total future unconditional purchase commitments as of January 28, 2023, are as follows (in millions):

Fiscal Year Purchase Commitments to

Foundries and Test & Assembly

Partners Technology

2024 $ 742.7 $ 163.0

2025 622.1 120.6

2026 613.9 43.1

2027 449.4 36.4

2028 185.5 36.5

Thereafter 533.5 157.0

Total unconditional purchase commitments $ 3,147.1 $ 556.6

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.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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 4 to 10 years.

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

The Company currently estimates that it has agreed to purchase level commitments of at least $ 2.8 billion of wafers, substrates, and other manufacturing products for the fiscal years 2024 through 2033 under the capacity reservation agreements.

In addition, t otal fees and refundable deposits payable under these arrangements are $ 99.0 million in fiscal years 2024 through 2026.

Such purchase commitments are summarized in the preceding table.

In September 2021, the Company entered into an IP licensing agreement with a vendor which provides complete access to the vendor’s IP portfolio for 10 years .

The arrangement provides access to IP over the term of the contract, including existing IP, as well as IP in development, and to be developed in the future.

The contract provides support and maintenance over the term of the contract as well.

Aggregate fees of $ 354 million are payable quarterly over the contract term.

Contingencies and Legal Proceedings

The Company currently is, and may from time to time become, subject to claims, lawsuits, governmental inquiries, inspections or investigations and other legal proceedings (collectively, “Legal Matters”) arising in the course of its business.

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

During the third quarter of fiscal 2023, the Company entered into a settlement agreement with a customer in relation to a contractual dispute pursuant to which the Company agreed to 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.

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.

The ultimate outcome of any Legal Matter 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.

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 statements, results of operations or cash flows.

In the fourth quarter of fiscal 2021, the Company became involved in discussions with another party to resolve disputes that ultimately concluded with settlement by the Company in the amount of $ 36.0 million which was accrued at the time such offer of settlement was determined by management.

Such amount is presented separately on the accompanying consolidated statement of operations for the fiscal year ended January 30, 2021.

Indemnities, Commitments and Guarantees

During its normal course of business, the Company has made certain indemnities, commitments and guarantees under which it may be required to make payments in relation to certain transactions.

These indemnities may include indemnities for general commercial obligations, indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease, and indemnities to directors and officers of the Company to the maximum extent permitted under the laws of Delaware.

In addition, the Company has contractual commitments to various customers, which could require the Company to incur costs to repair an epidemic defect with respect to its products outside of the normal warranty period if such defect were to occur.

The duration of these indemnities, commitments and guarantees varies, and in certain cases, is indefinite.

Some of these indemnities, commitments and guarantees do not provide for any limitation of the maximum potential future payments that the Company could be obligated to make.

In general, the Company does not record any liability for these indemnities, commitments and guarantees in the accompanying consolidated balance sheets as the amounts cannot be reasonably estimated and are not considered probable.

The Company does, however, accrue for losses for any known contingent liability, including those that may arise from indemnification provisions, when future payment is probable and estimable.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Intellectual Property Indemnification

In addition to the above indemnities, the Company has agreed to indemnify certain customers for claims made against the Company’s products where such claims allege infringement of third-party intellectual property rights, including, but not limited to, patents, registered trademarks, and/or copyrights.

Under the aforementioned indemnification clauses, the Company may be obligated to defend the customer and pay for the damages awarded against the customer as well as the attorneys’ fees and costs under an infringement claim.

The Company’s indemnification obligations generally do not expire after termination or expiration of the agreement containing the indemnification obligation.

Generally, but not always, there are limits on and exceptions to the Company’s potential liability for indemnification.

Historically the Company has not made significant payments under these indemnification obligations and the Company cannot estimate the amount of potential future payments, if any, that it might be required to make as a result of these agreements.

The maximum potential amount of any future payments that the Company could be required to make under these indemnification obligations could be significant.

Note 7 — Business Combinations

5 unchanged sentences

Goodwill recorded for the Innovium acquisition is not expected to be deductible for tax purposes.

The following table summarized the total merger consideration (in thousands):

The following table summarized the total merger consideration (in millions):

Common stock issued or to be issued $ 971.0

1 unchanged sentence

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.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In accordance with U.S.

6 unchanged sentences

See “Note 8 – Goodwill and Acquired Intangible Assets, Net” for additional information.

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

Previously Reported

October 30, 2021

(Provisional) Measurement Period Adjustment January 29, 2022

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

Cash and cash equivalents $ 60.4

4 unchanged sentences

Total merger consideration $ 1,004.2

The previously reported provisional amounts presented in the table above pertained to the purchase price allocation reported in the Company’s Form 10-Q for the third quarter ended October 30, 2021.

The measurement period adjustment was associated with a change in the estimate of realizability of certain deferred tax assets.

The Company does not believe that the measurement period adjustment had a material impact on its consolidated statements of operations, balance sheets, or cash flows in any periods previously reported.

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

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

1 unchanged sentence

The Inphi acquisition was primarily intended to create an opportunity for the combined company to be uniquely positioned to serve the data-driven world, addressing high growth, attractive end markets such as cloud data center and 5G.

In accordance with the terms of the Agreement and Plan of Merger and Reorganization dated as of October 29, 2020, by and among the Company and Inphi (the “Inphi merger agreement”), the Company acquired all outstanding shares of common stock of Inphi for $ 66 per share in cash and 2.323 shares of the Company’s common stock exchanged for each share of Inphi common stock.

In accordance with the terms of the Agreement and Plan of Merger dated as of October 29, 2020, by and among the Company and Inphi (the “Inphi merger agreement”), the Company acquired all outstanding shares of common stock of Inphi for $ 66 per share in cash and 2.323 shares of the Company’s common stock exchanged for each share of Inphi common stock.

The merger consideration paid in cash was funded with a combination of cash on hand and funds from the Company’s debt financing.

2 unchanged sentences

Goodwill recorded for the Inphi acquisition is not expected to be deductible for tax purposes.

The following table summarized the total merger consideration (in thousands):

The following table summarized the total merger consideration (in millions):

Cash consideration $ 3,673.2

3 unchanged sentences

Total merger consideration $ 9,917.5

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Any such revisions or changes may be material.

In accordance with U.S.

6 unchanged sentences

See “Note 8 – Goodwill and Acquired Intangible Assets, Net” for additional information.

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

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

Previously Reported

January 29, 2022

(Provisional) Measurement Period Adjustment January 28, 2023

12 unchanged sentences

Total merger consideration $ 9,917.5 $ — $ 9,917.5

The previously reported provisional amounts presented in the table above pertained to the purchase price allocation reported in the Company’s Form 10-Q for the first quarter ended May 1, 2021.

The measurement period adjustments were associated with deferred tax liabilities on certain purchased intangible assets, in addition to deferred tax assets as a result of changes in estimates related to finalizing Inphi’s 2020 U.S.

MARVELL TECHNOLOGY, INC.

NOTES TO 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.

The measurement period adjustments were associated with a change in deferred tax assets as a result of changes in estimates related to finalizing Inphi’s short period 2021 U.S.

The Company incurred $ 50.8 million in acquisition related costs which were recorded in selling, general and administrative expense in the consolidated statements of operations.

In fiscal year 2022, the Company incurred $ 50.8 million in acquisition related costs which were recorded in selling, general and administrative expense in the consolidated statements of operations.

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

2 unchanged sentences

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

Post acquisition revenue and income (loss) on a standalone basis is impracticable to determine as the Company integrated Inphi into its existing financial systems and operations in the second quarter ended July 31, 2021.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

On November 5, 2019, the Company completed the acquisition of Avera, the ASIC business of GlobalFoundries.

Avera is a leading provider of ASIC semiconductor solutions.

The Company acquired Avera to expand its ASIC design capabilities.

Total purchase consideration consisted of cash consideration paid to GlobalFoundries of $ 593.5 million, net of working capital and other adjustments.

An additional $ 90 million in cash would have been paid to acquire additional assets if certain conditions were satisfied.

In July 2020, GlobalFoundries and the Company agreed to terminate this requirement to acquire the additional assets.

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.

A portion of the goodwill recorded for the Avera acquisition is deductible for tax purposes.

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

Inventories $ 106,465

Prepaid expenses and other current assets 17,495

Property and equipment, net 25,677

Acquired intangible assets, net 379,000

Other non-current assets 6,870

Goodwill 129,998

Accrued liabilities ( 64,155 )

Deferred tax liabilities ( 7,200 )

Other non-current liabilities ( 650 )

In fiscal year 2020, the Company incurred total acquisition related costs of $ 5.7 million which were recorded in selling, general and administrative expense in the consolidated statements of operations.

Aquantia Corp

On September 19, 2019, the Company completed the acquisition of Aquantia.

Aquantia is a manufacturer of high-speed transceivers which includes copper and optical physical layer products.

The Company acquired Aquantia to further its position in automotive in-vehicle networking and strengthen its multi-gig ethernet PHY portfolio for enterprise infrastructure, data center and access applications.

In accordance with the terms of the Agreement and Plan of Merger dated May 6, 2019, by and among the Company and Aquantia (the “Aquantia merger agreement”), the Company acquired all outstanding shares of common stock of Aquantia (the “Aquantia shares”) for $ 13.25 per share in cash.

The merger consideration was funded with a combination of cash on hand and funds from the Company's revolving line of credit (“2018 Revolving Credit Facility”).

See “Note 8 - Debt” for additional information.

The following table summarizes the total merger consideration (in thousands):

Cash consideration $ 486,669

Stock consideration for replacement equity awards attributable to pre-combination service 15,520

Total merger consideration $ 502,189

Goodwill recorded for the Aquantia acquisition is not expected to be deductible for tax purposes.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

Cash and short-term investments $ 27,914

Inventory 33,900

Goodwill 226,545

Acquired intangible assets 193,000

Other non-current assets 36,172

Accrued liabilities ( 21,813 )

Other, net 6,471

In fiscal year 2020, the Company incurred total acquisition related costs of $ 5.3 million which were recorded in selling, general and administrative expense in the consolidated statements of operations.

Unaudited Supplemental Pro Forma Information

1 unchanged sentence

The pro forma adjustments are based upon currently available information and certain assumptions the Company believe are reasonable under the circumstances.

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 beginning of fiscal year 2021 and Avera and Aquantia had been acquired as of the beginning of fiscal year 2019.

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.

For fiscal year 2021, non-recurring pro forma adjustments directly attributable to the Innovium and Inphi acquisitions in the pro forma information presented below included (i) stock-based compensation expense of $ 46.7 million, (ii) the purchase accounting effect of inventories acquired of $ 233.0 million, (iii) interest expense of $ 11.4 million, and (iv) transaction costs of $ 65.7 million.

The unaudited supplemental pro forma information presented below is for informational purposes only and is not necessarily indicative of our consolidated results of operations of the combined business had the Inphi and Innovium acquisitions actually occurred at the beginning of fiscal year 2021 and the Avera and Aquantia acquisitions actually occurred at the beginning of fiscal year 2019 or of the results of our future operations of the combined business.

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

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

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

2022 January 30,

2021 February 1,

Pro forma net revenue $ 4,638.5 $ 3,686.0

Pro forma net income (loss) $ ( 211,900 ) $ ( 1,351,400 ) $ 1,532,594

Pro forma net loss $ ( 211.9 ) $ ( 1,351.4 )

MARVELL TECHNOLOGY, INC.

3 unchanged sentences

In connection with the Innovium and Inphi acquisitions on October 5, 2021 and April 20, 2021, respectively, the Company recorded goodwill of $ 6.1 billion.

In January 2022, the Company completed the acquisition of a consulting services entity located in Canada, specialized in providing ASIC/SoC IP core expertise, for purchase consideration of $ 41.8 million, primarily for the purpose of expanding engineering resources to address customer design opportunities, of which $ 25.5 million was allocated to goodwill.

In January 2022, the Company completed the acquisition of a consulting services entity for purchase consideration of $ 41.8 million, primarily for the purpose of expanding engineering resources to address customer design opportunities, of which $ 25.5 million was allocated to goodwill.

During fiscal 2023, the Company completed acquisitions of several companies for total purchase consideration of $ 103.2 million, of which $ 73.6 million was allocated to goodwill.

The purpose of the acquisitions was to expand engineering resources staff to address customer design opportunities, access additional intellectual property and support expansion of the Company’s networking solutions.

The carrying value of total goodwill as of January 28, 2023 and January 29, 2022 was $ 11.6 billion and $ 11.5 billion, respectively.

See “Note 4 - Business Combinations” for discussion of the acquisitions and changes to the carrying value of goodwill.

See “Note 7 – Business Combinations” for discussion of acquisitions and changes to the carrying value of goodwill.

The Company has identified that its business operates as a single operating segment and as a single reporting unit for the purpose of goodwill impairment testing.

2 unchanged sentences

Acquired Intangible Assets, Net

In connection with the Innovium acquisition on October 5, 2021, the Company acquired $ 433.0 million of intangible assets as follows (in thousands, except for weighted-average useful life as of acquisition date):

In connection with the Innovium acquisition on October 5, 2021, the Company acquired $ 433.0 million of intangible assets as follows (in millions, except for weighted-average useful life as of acquisition date):

Preliminary Estimated Asset Fair Value Weighted-Average Useful Life (Years)

2 unchanged sentences

IPR&D 93.0 n/a

In connection with the Inphi acquisition on April 20, 2021, the Company acquired $ 4.4 billion of intangible assets as follows (in thousands, except for weighted-average useful life as of acquisition date):

In connection with the Inphi acquisition on April 20, 2021, the Company acquired $ 4.4 billion of intangible assets as follows (in millions, except for weighted-average useful life as of acquisition date):

Preliminary Estimated Asset Fair Value Weighted-Average Useful Life (Years)

6 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of January 29, 2022 and January 30, 2021, net carrying amounts are as follows (in thousands, except for weighted-average remaining amortization period):

As of January 28, 2023 and January 29, 2022, net carrying amounts excluding fully amortized intangible assets are as follows (in millions, except for weighted-average remaining amortization period):

January 28, 2023

Gross Carrying

Amounts Accumulated

Write-Offs Net

Amortization Net Carrying

Amounts Weighted-Average Remaining Amortization Period (Years)

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Trade names 66.0 ( 32.3 ) 33.7 3.11

Order backlog 70,000 ( 67,162 ) 2,838 0.03

Total acquired amortizable intangible assets 7,323.0 ( 2,900.0 ) 4,423.0 4.53

2 unchanged sentences

January 29, 2022

Gross Carrying

Amounts Accumulated

Write-Offs Net

Amortization Net Carrying

Amounts Weighted-Average Remaining Amortization Period (Years)

2 unchanged sentences

Trade names 73.0 ( 26.2 ) 46.8 3.95

Order backlog 70.0 ( 67.2 ) 2.8 0.03

Total acquired amortizable intangible assets 7,071.1 ( 1,946.7 ) 5,124.4 5.17

1 unchanged sentence

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

The Company regularly analyzes the results of its business to determine whether events or circumstances exist that indicate whether the carrying amount of the intangible assets may not be recoverable.

During the second quarter of fiscal 2021, impairment charges of $ 50.3 million related to certain intangible assets acquired from Cavium were recognized as part of restructuring actions.

The gross carrying amounts and the accumulated amortization of those impaired intangible assets were excluded from the table above.

See “Note 10 - Restructuring” for additional information.

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 in order to more closely align with the pattern of realization of economic benefits expected to be obtained.

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.

The IPR&D will be accounted for as an indefinite-lived intangible asset and will not be amortized until the underlying projects reach technological feasibility and commercial production at which point the IPR&D will be amortized over the estimated useful life.

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

Amortization for acquired intangible assets was $ 979.4 million, $ 443.6 million and $ 368.1 million during the years ended January 29, 2022, January 30, 2021 and February 1, 2020 respectively.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

Amortization for acquired intangible assets was $ 1.1 billion, $ 979.4 million and $ 443.6 million during the years ended January 28, 2023, January 29, 2022 and January 30, 2021 respectively.

The following table presents the estimated future amortization expense of acquired amortizable intangible assets as of January 28, 2023 (in millions):

Fiscal Year Amount

2024 $ 1,084.6

2024 1,039,160

Thereafter 216.1

Note 6 — Supplemental Financial Information (in thousands)

Consolidated Balance Sheets

2022 January 30,

Cash and cash equivalents:

Cash $ 435,885 $ 633,822

Cash equivalents:

Time deposits 177,648 114,645

Cash and cash equivalents $ 613,533 $ 748,467

Short-term, highly liquid investments of $ 177.6 million and $ 114.6 million as of January 29, 2022 and January 30, 2021, respectively, included in cash and cash equivalents on the accompanying consolidated balance sheets are not considered as investments because of the short-term maturity of such investments.

2022 January 30,

Accounts receivable, net:

Accounts receivable $ 1,051,543 $ 538,739

Doubtful accounts ( 2,960 ) ( 2,071 )

Accounts receivable, net $ 1,048,583 $ 536,668

2022 January 30,

Work-in-process $ 578,897 $ 187,351

Finished goods 141,434 80,877

Inventories $ 720,331 $ 268,228

The inventory balance at January 29, 2022 includes $ 38.7 million related to the remaining inventory fair value adjustment from the Innovium acquisition.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2022 January 30,

Property and equipment, net:

Machinery and equipment $ 895,309 $ 693,689

Land, buildings, and leasehold improvements 293,579 284,532

Computer software 109,135 103,789

Furniture and fixtures 30,136 26,990

1,328,159 1,109,000

Accumulated depreciation ( 865,386 ) ( 782,875 )

Property and equipment, net $ 462,773 $ 326,125

The Company recorded depreciation expense of $ 113.5 million, $ 95.9 million and $ 83.4 million for fiscal 2022, 2021 and 2020, respectively.

2022 January 30,

Other non-current assets:

Technology and other licenses (1) $ 490,178 $ 242,244

Prepaid ship and debit 215,931 131,657

Operating right-of-use assets 142,029 101,411

Prepayments on supply capacity reservation agreements 54,587 —

Non-marketable equity investments 30,679 7,646

Other 60,911 58,611

Other non-current assets $ 994,315 $ 541,569

(1) Amortization of technology and other licenses was $ 149.5 million, $ 99.3 million and $ 70.4 million in fiscal 2022, 2021 and 2020, respectively.

2022 January 30,

Accrued liabilities:

Variable consideration estimates (1) $ 258,614 $ 180,995

Technology license obligations 84,185 71,130

Deferred non-recurring engineering credits 71,169 37,300

Deferred revenue 38,962 16,146

Lease liabilities - current 38,151 32,461

Accrued income tax payable 23,348 2,246

Accrued interest payable 20,116 8,709

Accrued royalty 17,429 12,740

Accrued legal reserve 8,537 50,101

Other 62,050 23,788

Accrued liabilities $ 622,561 $ 435,616

(1) Variable consideration estimates consist of estimated customer returns, price discounts, price protection, rebates, and stock rotation programs.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2022 January 30,

Other non-current liabilities:

Technology license obligations $ 304,343 $ 86,241

Lease liabilities - non current 140,349 104,417

Non-current income taxes payable 34,963 22,526

Deferred tax liabilities 34,508 22,359

Other 18,984 23,310

Other non-current liabilities $ 533,147 $ 258,853

Accumulated other comprehensive income (loss):

During the year ended January 29, 2022, there was no change in accumulated other comprehensive income.

The changes in accumulated other comprehensive income (loss) by components for the comparative period are presented in the following table (in thousands):

Balance at February 1, 2020 $ —

Other comprehensive income (loss) before reclassifications

Amounts reclassified from accumulated other comprehensive income (loss)

Net current-period other comprehensive loss, net of tax

Balance at January 30, 2021 $ —

Consolidated Statements of Operations

2022 January 30,

2021 February 1,

Other income, net:

Gain on sale of business (1) $ — $ — $ 1,121,709

Currency remeasurement loss ( 1,113 ) ( 1,914 ) ( 2,817 )

Other income 3,877 4,800 3,663

Other Income, net $ 2,764 $ 2,886 $ 1,122,555

(1) On December 6, 2019, the Company completed the divestiture of the Wi-Fi Connectivity business to NXP USA, Inc, a subsidiary of NXP Semiconductors.

Based on the terms of the agreement, the Company received sale consideration of $ 1.7 billion in cash proceeds.

In fiscal year 2020, the Company recognized a pre-tax gain on sale of $ 1.1 billion in conjunction with the divestiture of the Wi-Fi Connectivity business.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Consolidated Statements of Cash Flows

2022 January 30,

2021 February 1,

Supplemental Cash Flow Information:

Cash paid for interest $ 91,202 $ 54,575 $ 76,506

Cash paid for income taxes, net $ 7,929 $ 14,203 $ 117,529

Non-Cash Investing and Financing Activities:

Non-cash consideration paid for the acquisitions $ 7,231,823 $ — $ 15,520

Purchase of software and intellectual property under license obligations $ 325,459 $ 68,807 $ 193,149

Unpaid purchase of property and equipment at end of year $ 20,696 $ 10,061 $ 23,015

Unpaid equity and debt financing costs $ — $ 1,729 $ —

Note 9 — Fair Value Measurements

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

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

In addition, the severance pay fund is 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 thousands):

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 January 28, 2023

7 unchanged sentences

Total assets $ 3.2 $ 151.4 $ — $ 154.6

MARVELL TECHNOLOGY, INC.

NOTES TO 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 January 29, 2022, non-marketable equity investments had a carrying value of $ 30.7 million and are included in other non-current assets in the Company’s consolidated balance sheets.

As of January 28, 2023 and January 29, 2022, non-marketable equity investments had a carrying value of $ 36.1 million and $ 30.7 million, respectively, and are included in other non-current assets in the Company’s consolidated balance sheets.

Fair Value Measurements at January 29, 2022

4 unchanged sentences

Other non-current assets:

Marketable equity investments 1.2 — — 1.2

Severance pay fund — 0.7 — 0.7

Total assets $ 1.2 $ 178.3 $ — $ 179.5

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

There were no transfers of assets between levels in either fiscal 2023 or 2022.

Fair Value of Debt

The Company classified the 2018 Term Loan, the 2020 Term Loans, the 2023 Senior Notes, 2026 Senior Notes, 2028 Senior Notes and 2031 Senior Notes under Level 2 of the fair value measurement hierarchy.

The carrying value of the 2020 Term Loans and 2018 Term Loan approximates their fair value as the 2020 Term Loans and 2018 Term Loan are carried at a market observable interest rate that resets periodically.

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 $ 2.7 billion at January 28, 2023 and $ 3.0 billion as 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 CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 8 — Debt

Summary of Borrowings and Outstanding Debt

The following table summarizes the Company's outstanding debt at January 29, 2022 and January 30, 2021 (in thousands):

January 29, 2022 January 30, 2021

Face Value Outstanding:

2018 Term Loan $ — $ 200,000

2020 Term Loan - 3 Year Tranche 735,000 —

2020 Term Loan - 5 Year Tranche 853,125 —

Term Loan Total 1,588,125 200,000

4.200 % MTG/MTI 2023 Senior Notes

499,952 500,000

4.875 % MTG/MTI 2028 Senior Notes

499,915 500,000

1.650 % 2026 Senior Notes

2.450 % 2028 Senior Notes

2.950 % 2031 Senior Notes

Senior Notes Total 2,999,867 1,000,000

Total borrowings $ 4,587,992 $ 1,200,000

Unamortized debt discount and issuance cost ( 40,015 ) ( 7,189 )

Net carrying amount of debt $ 4,547,977 $ 1,192,811

Current portion (1) 63,166 199,641

Non-current portion $ 4,484,811 $ 993,170

(1) As of January 29, 2022, the current portion of outstanding debt includes the 2020 Term Loan - 5 Year Tranche, which is due within twelve months.

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

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

As of January 29, 2022, the Inphi Convertible Notes have been settled.

See “Note 4 - Business Combinations” for more information.

In connection with the acquisition, the Company entered into a series of financing arrangements from December 2020 through April 2021 as summarized below.

In April 2021, the Company also terminated a $ 2.5 billion bridge loan commitment.

This bridge loan commitment was provided by the underwriting bankers at the time of the Inphi merger agreement execution in October 2020.

The bridge loan was never drawn upon.

The Company recognized a write-off of $ 11.4 million in capitalized debt issuance costs related to the termination of the bridge loan commitment during the year ended January 29, 2022.

In December 2020, the Company executed a debt agreement to obtain a 3-year $ 875.0 million term loan and a 5-year $ 875.0 million term loan.

The Company also executed a debt agreement to obtain a 5-year $ 750.0 million revolving credit facility in December 2020, replacing its previous $ 500 million revolving credit facility.

On May 4, 2021, in conjunction with the U.S.

domiciliation, the Company exchanged certain existing senior notes due in 2023 and 2028 that were previously issued by the Bermuda-domiciled Marvell Technology Group Ltd.

(the “MTG Senior Notes”) with like notes that are now issued by the Delaware-domiciled Marvell Technology, Inc.

(the “MTI Senior Notes”).

Below is further discussion of the terms of the various debt agreements.

MARVELL TECHNOLOGY, INC.

NOTES TO 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:

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 1.675 % as of January 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 1.798 % as of January 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.

During the year ended January 29, 2022, the Company repaid $ 140 million of the principal outstanding of the 3-Year Tranche Loan, and wrote off $ 1.1 million of associated unamortized debt issuance costs.

During the year ended January 29, 2022, the Company repaid $ 21.9 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.

As of January 29, 2022, the Company has $ 1.6 billion Term Loan borrowings outstanding, and is in compliance with its debt covenants.

2020 Revolving Credit Facility

The 2020 Revolving Credit Facility has a five-year term and a stated floating interest rate which equates to reserve-adjusted LIBOR plus an applicable margin.

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

As of January 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 January 29, 2022.

On May 4, 2021, the Company drew down $ 75.0 million on the 2020 Revolving Credit Facility.

On July 6, 2021, the Company repaid the outstanding balance of the 2020 Revolving Credit Facility in full.

On November 22, 2021, the Company drew down $ 90.0 million on the 2020 Revolving Credit Facility.

On January 24, 2022, the Company repaid the outstanding balance of the 2020 Revolving Credit Facility in full.

As of January 29, 2022, the 2020 Revolving Credit Facility is undrawn.

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 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.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2026, 2028, and 2031 Senior Unsecured Notes

On October 8, 2021, the Senior Notes issued on April 12, 2021 were exchanged for new notes.

The 2026 Senior Notes mature on April 15, 2026, the 2028 Senior Notes mature on April 15, 2028, and the 2031 Senior Notes mature on April 15, 2031.

The stated and effective interest rates for the 2026 Senior Notes are 1.650 % and 1.839 %, respectively.

The stated and effective interest rates for the 2028 Senior Notes are 2.450 % and 2.554 %, respectively.

The stated and effective interest rates for the 2031 Senior Notes are 2.950 % and 3.043 %, respectively.

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

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

2023 and 2028 Senior Unsecured Notes

On June 22, 2018, the Company’s Bermuda-based parent company Marvell Technology Group, Ltd.

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

domiciled parent Marvell Technology, Inc.