What changed in this filing

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Item 1. Financial Statements

2023-12-01 compared with 2023-08-25 · 173 added, 120 removed, 532 unchanged (36% of the section changed)

38 unchanged sentences

(In millions, except per share amounts)

Three Months Ended Six Months Ended

2023 July 30,

2022 July 29,

2023 July 30,

Three Months Ended Nine Months Ended

2023 October 29,

2022 October 28,

2023 October 29,

Net revenue $ 1,418.6 $ 1,537.3 $ 4,081.2 $ 4,501.1

24 unchanged sentences

(In millions)

Three Months Ended Six Months Ended

2023 July 30,

2022 July 29,

2023 July 30,

Three Months Ended Nine Months Ended

2023 October 29,

2022 October 28,

2023 October 29,

Net income (loss) $ ( 164.3 ) $ 13.3 $ ( 540.7 ) $ ( 148.1 )

26 unchanged sentences

Balance at July 29, 2023 863.3 $ 1.7 $ 14,744.8 $ ( 1.0 ) $ 644.0 $ 15,389.5

Common Stock Additional Paid-in Capital

Issuance of common stock in connection with equity incentive plans 1.8 — 0.6 — — 0.6

Tax withholdings related to net share settlement of restricted stock units — — ( 44.9 ) — — ( 44.9 )

Stock-based compensation — — 154.7 — — 154.7

Repurchase of common stock ( 0.8 ) — ( 50.0 ) — — ( 50.0 )

Cash dividends declared and paid ($ 0.06 per share)

— — — — ( 51.8 ) ( 51.8 )

— — — — ( 164.3 ) ( 164.3 )

Other comprehensive loss — — — ( 0.4 ) — ( 0.4 )

Balance at October 28, 2023 864.3 $ 1.7 $ 14,805.2 $ ( 1.4 ) $ 427.9 $ 15,233.4

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

See accompanying notes to unaudited condensed consolidated financial statements

2 unchanged sentences

(In millions)

Six Months Ended

2023 July 30,

Nine Months Ended

2023 October 29,

Cash flows from operating activities:

30 unchanged sentences

Principal payments of debt ( 1,600.6 ) ( 243.8 )

Payment of equity and debt financing costs ( 7.0 ) —

Other, net — 1.0

Net cash used in financing activities ( 735.0 ) ( 563.2 )

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 29, 2023, 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 28, 2023, have been prepared as required by the U.S.

Securities and Exchange Commission (the “SEC”).

22 unchanged sentences

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

Recent Accounting Pronouncements

Accounting Pronouncements Not Yet Effective

In November 2023, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standard Update (“ASU”) to improve reportable segment disclosures.

The update requires disclosure of incremental segment information on an annual and interim basis.

The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements.

Early adoption is permitted.

The Company is evaluating the impact that this new standard will have on the Company’s consolidated financial statements.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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 millions, except percentages):

Three Months Ended Six Months Ended

2023 % of Total July 30,

2022 % of Total July 29,

2023 % of Total July 30,

Three Months Ended Nine Months Ended

2023 % of Total October 29,

2022 % of Total October 28,

2023 % of Total October 29,

2022 % of Total

6 unchanged sentences

$ 1,418.6 $ 1,537.3 $ 4,081.2 $ 4,501.1

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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

2023 % of Total July 30,

2022 % of Total July 29,

2023 % of Total July 30,

Three Months Ended Nine Months Ended

2023 % of Total October 29,

2022 % of Total October 28,

2023 % of Total October 29,

2022 % of Total

4 unchanged sentences

Singapore 73.5 5 % 134.5 9 % 256.7 6 % 251.7 6 %

Malaysia 39.5 3 % 113.9 8 % 138.0 5 % 195.1 7 %

Thailand 94.5 7 % 115.2 7 % 215.9 5 % 289.4 6 %

Malaysia 31.6 2 % 85.1 6 % 169.5 4 % 280.2 6 %

Taiwan 22.9 2 % 89.4 6 % 135.8 3 % 204.3 5 %

4 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 UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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

Three Months Ended Six Months Ended

2023 % of Total July 30,

2022 % of Total July 29,

2023 % of Total July 30,

Three Months Ended Nine Months Ended

2023 % of Total October 29,

2022 % of Total October 28,

2023 % of Total October 29,

2022 % of Total

6 unchanged sentences

Contract liability balances are comprised of deferred revenue.

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

The amount of revenue recognized during the nine months ended October 28, 2023 that was included in deferred revenue balance at January 28, 2023 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 29, 2023 and January 28, 2023 (in millions):

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

2023 January 28,

3 unchanged sentences

Term Loan Total 721.9 1,522.5

2023 Revolving Credit Facility 200.0 —

Revolving Credit Facility Total 200.0 —

4.200 % MTG/MTI 2023 Senior Notes

3 unchanged sentences

5.750 % 2029 Senior Notes

2.950 % 2031 Senior Notes

5.950 % 2033 Senior Notes

Senior Notes Total 3,499.9 2,999.9

4 unchanged sentences

Non-current portion $ 4,089.6 $ 3,907.7

(1) As of July 29, 2023, the current portion of outstanding debt that is due within twelve months includes the 2024 Term Loan - 3-Year Tranche, the outstanding balance of the 2023 Revolving Credit Facility and a portion of the 2026 Term Loan - 5-Year Tranche.

The Company intends to repay the amount with operating cash flo w or opportunistically refinance such debt.

The weighted average interest rate on short-term debt outstanding at July 29, 2023 and January 28, 2023 was 6.663 % and 4.448 %, respectively.

(1) As of October 28, 2023, the current portion of outstanding debt that is due within twelve months includes a portion of the 2026 Term Loan - 5-Year Tranche.

The weighted average interest rate on short-term debt outstanding at October 28, 2023 and January 28, 2023 was 6.795 % and 4.448 %, 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.

8 unchanged sentences

The Company also entered into an agreement to amend the term loan to adopt SOFR interest rates and conform the maximum leverage ratio financial covenant with the amended and restated revolving credit facility agreement.

On September 18, 2023, the Company completed a debt offering and issued (i) $ 500.0 million of Senior Notes with a 5.5 -year term due in 2029 and (ii) $ 500.0 million of Senior Notes with a 10-year term due in 2033.

MARVELL TECHNOLOGY, INC.

6 unchanged sentences

The amendment modifies the existing agreement to, among other things, adopt SOFR interest rates and conform the maximum leverage ratio financial covenant with the amended and restated revolving credit agreement.

The 3-Year Tranche Loan, due on April 19, 2024, which had a remaining principal of $ 735.0 million, was repaid in full during the quarter ended October 28, 2023.

Pursuant to the amended 2024 and 2026 Term Loan Agreement, the 5-Year Tranche Loan has a stated floating interest rate which equates to reserve-adjusted SOFR + 147.5 bps.

The effective interest rate for the 3-Year Tranche Loan was 4.292 % as of July 29, 2023.

The 5-Year Tranche Loan has a stated floating interest rate which equates to reserve-adjusted SOFR + 147.5 bps.

The effective interest rate for the 5-Year Tranche Loan was 5.093 % as of July 29, 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 effective interest rate for the 5-Year Tranche Loan was 5.103 % as of October 28, 2023.

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 29, 2023, the Company repaid $ 43.7 million of the principal outstanding of the 5-Year Tranche Loan.

As of July 29, 2023, the Company has $ 1.5 billion 2024 and 2026 Term Loan borrowings outstanding.

During the three and nine months ended October 28, 2023, the Company repaid $ 21.9 million and $ 65.6 million of the principal outstanding of the 5-Year Tranche Loan.

As of October 28, 2023, the Company has $ 721.9 million of 5-Year Tranche Loan borrowings outstanding.

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.

7 unchanged sentences

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 29, 2023.

During the quarter ended April 29, 2023, the Company drew down $ 200.0 million on the 2023 Revolving Credit Facility.

During the quarter ended July 29, 2023, the Company drew down an additional $ 50.0 million on the 2023 Revolving Credit Facility and repaid $ 50.0 million in the same quarter.

The Company intends to repay the outstanding amount of $ 200.0 million during fiscal 2024.

As of July 29, 2023, $ 800.0 million of the $ 1.0 billion of the 2023 Revolving Credit Facility was undrawn and will be available for draw down through April 14, 2028.

This annual rate was 0.175 % at October 28, 2023.

During the quarter ended October 28, 2023, the Company repaid $ 200.0 million of the 2023 Revolving Credit Facility which was outstanding from the first quarter of fiscal 2023.

In the same quarter, the Company also drew down and repaid an additional $ 50.0 million from the 2023 Revolving Credit Facility.

During the quarter ended July 29, 2023, the Company drew down $ 50.0 million on the 2023 Revolving Credit Facility and repaid $ 50.0 million in the same quarter.

As of October 28, 2023, the 2023 Revolving Credit Facility was undrawn and available for draw down through April 14, 2028.

The 2023 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 Loan covenants discussed above.

As of July 29, 2023, the Company was in compliance with its debt covenants for the credit agreements discussed above.

As of October 28, 2023, the Company was in compliance with its debt covenants for the credit agreements discussed above.

MARVELL TECHNOLOGY, INC.

1 unchanged sentence

2029 and 2033 Senior Unsecured Notes

On September 18, 2023, the Company completed an offering of (i) $ 500.0 million aggregate principal amount of the Company’s 5.750 % Senior Notes due 2029 (the “2029 Senior Notes”) and (ii) $ 500.0 million aggregate principal amount of the Company’s 5.950 % Senior Notes due 2033 (the “2033 Senior Notes”, and, together with the 2029 Senior Notes, the “Senior Notes”).

The 2029 Senior Notes mature on February 15, 2029 and the 2033 Senior Notes mature on September 15, 2033.

The stated and effective interest rates for the 2029 Senior Notes are 5.750 % and 5.891 %, respectively.

The stated and effective interest rates for the 2033 Senior Notes are 5.950 % and 6.082 %, respectively.

The Company may redeem the Senior Notes, in whole or in part, at any time prior to their maturity at the redemption prices set forth in 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 October 28, 2023, the Company had $ 1.0 billion Senior Notes borrowings outstanding.

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”).

8 unchanged sentences

As of July 29, 2023, the Company had $ 2.0 billion Senior Notes borrowings outstanding.

As of October 28, 2023, the Company had $ 2.0 billion Senior Notes borrowings outstanding.

2023 and 2028 Senior Unsecured Notes

1 unchanged sentence

(“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 MTG 2023 Notes, the “MTG Senior Notes”).

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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

8 unchanged sentences

The MTI 2023 Notes and MTG 2023 Notes with aggregate principal of $ 500.0 million matured on June 22, 2023 and was repaid.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

The MTI 2028 Notes mature on June 22, 2028.

6 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 29, 2023, the Company had $ 499.9 million borrowings outstanding from MTI 2028 Notes and MTG 2028 Notes.

As of October 28, 2023, the Company had $ 499.9 million borrowings outstanding from MTI 2028 Notes and MTG 2028 Notes.

Interest Expense and Future Contractual Maturities

During the three and six months ended July 29, 2023, the Company recognized $ 51.9 million and $ 102.4 million, respectively, 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 debt.

During the three and six months ended July 30, 2022, the Company recognized $ 37.4 million and $ 70.3 million, respectively, 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 debt.

As of July 29, 2023, 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 28, 2023, the Company recognized $ 49.6 million and $ 152.0 million, respectively, 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 debt.

During the three and nine months ended October 29, 2022, the Company recognized $ 42.4 million and $ 112.7 million, respectively, 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 debt.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

As of October 28, 2023, the aggregate future contractual maturities of the Company’s outstanding debt, at face value, were as follows (in millions):

Fiscal Year Amount

7 unchanged sentences

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.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Total future unconditional purchase commitments as of July 29, 2023, are as follows (in millions):

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

Fiscal Year Purchase Commitments to Foundries and Test & Assembly Partners

9 unchanged sentences

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 UNAUDITED CONDENSED 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.

11 unchanged sentences

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, for which $ 85.0 million of the settlement balance was accrued in the second quarter of fiscal 2023.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

This amount has been paid in full.

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

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

In the second quarter of fiscal 2024, the Company recognized approximately $ 90.0 million of charges for product related claims;

such claims remain unresolved as of the second quarter ended July 29, 2023.

As of the end of the third quarter of fiscal 2024, the Company recognized an aggregate amount of approximately $ 198.0 million of charges for product related claims, including amounts recognized in the prior quarter of which certain claims remain unresolved as of the third quarter of fiscal 2024.

The ultimate outcome of these product related claims and other Legal Matters involves judgments, estimates and inherent uncertainties.

9 unchanged sentences

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 UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Intellectual Property Indemnification

9 unchanged sentences

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 goodwill as of July 29, 2023 and January 28, 2023 is $ 11.6 billion.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

The carrying value of goodwill as of October 28, 2023 and January 28, 2023 is $ 11.6 billion.

Acquired Intangible Assets, Net

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

July 29, 2023

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

October 28, 2023

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

13 unchanged sentences

Total acquired intangible assets $ 8,002.0 $ ( 2,900.0 ) $ 5,102.0

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 29, 2023 was $ 271.8 million and $ 541.8 million , respectively.

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.

The following table presents the estimated future amortization expense of acquired amortizable intangible assets as of July 29, 2023 (in millions):

Amortization expense for acquired intangible assets for the three and nine months ended October 28, 2023 was $ 269.8 million and $ 811.6 million , respectively.

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.

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

Fiscal Year Amount

1 unchanged sentence

Thereafter 232.0

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Fair Value Measurements

6 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 1 assets include institutional money-market funds that are classified as cash equivalents, and 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 yield.

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.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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 29, 2023

Fair Value Measurements at October 28, 2023

Level 1 Level 2 Level 3 Total

1 unchanged sentence

Cash equivalents:

Money market funds $ 2.4 $ — $ — $ 2.4

Time deposits — 8.4 — 8.4

6 unchanged sentences

Total liabilities $ — $ 1.5 $ — $ 1.5

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 29, 2023 and January 28, 2023, non-marketable equity investments had a carrying value of $ 35.7 million and $ 36.1 million, respectively, and are included in other non-current assets in the Company’s unaudited condensed consolidated balance sheets.

As of October 28, 2023 and January 28, 2023, non-marketable equity investments had a carrying value of $ 44.1 million and $ 36.1 million, respectively, and are included in other non-current assets in the Company’s unaudited condensed consolidated balance sheets.

Fair Value Measurements at January 28, 2023

8 unchanged sentences

Fair Value of Debt

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

The carrying value of the 2024 and 2026 Term Loans and the 2023 Revolving Credit Facility approximate their fair value as each is carried at a market observable interest rate that resets periodically.

The estimated aggregate fair value of the unsecured senior notes was $ 2.2 billion at July 29, 2023 and $ 2.7 million at January 28, 2023, and were classified as Level 2 as there are quoted prices from less active markets for the notes.

The Company classified the 2026 Term Loans, the 2026 Senior Notes, 2028 Senior Notes, 2029 Senior Notes, 2031 Senior Notes, and 2033 Senior Notes as Level 2 in the fair value measurement hierarchy.

The carrying value of the 2026 Term Loan approximate its fair value as the 2026 Term Loan is carried at a market observable interest rate that resets periodically.

The estimated aggregate fair value of the unsecured senior notes was $ 3.1 billion at October 28, 2023 and $ 2.7 billion at January 28, 2023, 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

2 unchanged sentences

The charges are mainly comprised of severance and other one-time termination benefits, impairment and write-off of purchased IP licenses and equipment, and other costs.

The Company recorded restructuring and other related charges of $ 42.0 million and $ 101.9 million for the three and six months ended July 29, 2023, respectively.

The Company recorded restructuring and other related charges of $ 3.4 million and $ 105.3 million for the three and nine months ended October 28, 2023, respectively.

The Company expects these restructuring actions to be substantially completed by the end of fiscal 2024.

The following table presents details related to the restructuring related charges as presented in the unaudited condensed consolidated statements of operations (in millions):

Three Months Ended Six Months Ended

July 29, 2023 July 30, 2022 July 29, 2023 July 30, 2022

Three Months Ended Nine Months Ended

October 28, 2023 October 29, 2022 October 28, 2023 October 29, 2022

Employee severance $ 3.0 $ 12.6 $ 69.1 $ 13.5

4 unchanged sentences

$ 3.4 $ 15.6 $ 105.3 $ 18.1

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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

4 unchanged sentences

Non-cash items — ( 13.9 ) ( 13.9 )

Balance at July 29, 2023 16.1 17.7 33.8

Balance at October 28, 2023 6.0 9.1 15.1

non-current portion — 0.9 0.9

Current portion $ 6.0 $ 8.2 $ 14.2

The current and non-current portions of the restructuring liability at July 29, 2023 of $ 32.8 million and $ 1.0 million are included as a component of accrued liabilities and other non-current liabilities respectively in the accompanying unaudited condensed consolidated balance sheets.

The current and non-current portions of the restructuring liability at October 28, 2023 of $ 14.2 million and $ 0.9 million are included as a component of accrued liabilities and other non-current liabilities respectively in the accompanying unaudited condensed consolidated balance sheets.

The Company’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.

1 unchanged sentence

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.

The Company recorded income tax benefit of $ 44.1 million and $ 107.5 million for the three and six months ended July 29, 2023, respectively.

The Company recorded income tax benefit of $ 23.2 million and $ 130.7 million for the three and nine months ended October 28, 2023, 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 and expenses for excess deductions and deficiencies on stock-based compensation, respectively.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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

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

The benefit of the tax incentives on net income per share was approximately $ 0.01 per share for the six months ended July 29, 2023.

No tax incentive was recorded for the three months ended July 29, 2023, as the benefit was recognized upfront during the first three months ended April 29, 2023.

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

The benefit of the tax incentives on net income per share was approximately $ 0.01 per share for the nine months ended October 28, 2023.

No tax incentive was recorded for the three months ended October 28, 2023, as the benefit was recognized during the first six months ended July 29, 2023.

No tax incentive benefits were recorded for the three and nine months ended October 29, 2022.

In the first quarter of fiscal 2023, the Singapore Economic Development Board (“EDB”) agreed to extend the Company’s Development and Expansion Incentive (“DEI”) by five years until June 30, 2029.

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

The Company’s tax incentives in Israel prior to fiscal 2023 generally required 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 earnings prior to fiscal 2023.

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

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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 29, 2023 consisted of approximately $ 423.4 million of cash and cash equivalents, of which approximately $ 352.1 million was held by subsidiaries outside of the United States.

The Company’s principal source of liquidity as of October 28, 2023 consisted of approximately $ 725.6 million of cash and cash equivalents, of which approximately $ 408.3 million was held by subsidiaries outside of the United States.

The Company has not recognized a deferred tax liability on $ 294.5 million of assets held by subsidiaries as those amounts are deemed to be indefinitely reinvested.

3 unchanged sentences

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

2023 July 30,

2022 July 29,

2023 July 30,

Three Months Ended Nine Months Ended

2023 October 29,

2022 October 28,

2023 October 29,

Net income (loss) $ ( 164.3 ) $ 13.3 $ ( 540.7 ) $ ( 148.1 )

6 unchanged sentences

Diluted $ ( 0.19 ) $ 0.02 $ ( 0.63 ) $ ( 0.17 )

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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.

1 unchanged sentence

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

Three Months Ended Six Months Ended

2023 July 30,

2022 July 29,

2023 July 30,

Three Months Ended Nine Months Ended

2023 October 29,

2022 October 28,

2023 October 29,

Weighted-average shares outstanding:

1 unchanged sentence

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 stock-based awards are excluded from the calculation of diluted earnings per share for the three and six months ended July 29, 2023, and the six months ended July 30, 2022 due to the net losses reported in those periods.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Anti-dilutive potential shares from stock-based awards are excluded from the calculation of diluted earnings per share for the three and nine months ended October 28, 2023, and the nine months ended October 29, 2022 due to the net losses reported in those periods.

Supplemental Financial Information (in millions)

Consolidated Balance Sheets

Accounts Receivable, net

The Company sells certain of its trade accounts receivable on a non-recourse basis to a third-party financial institution pursuant to a factoring arrangement.

The Company accounts for these transactions as sales of receivables and presents cash proceeds as cash provided by operating activities in the unaudited condensed consolidated statements of cash flows.

After the sale of its trade accounts receivable, the Company will collect payment from the customer and remit it to the third-party financial institution.

Total trade accounts receivable sold under the factoring arrangement were $ 174.4 million for the three and nine months ended October 28, 2023, of which $ 174.4 million remained subject to servicing by the Company as of October 28, 2023.

Factoring fees for the sales of receivables were recorded in other income, net and were not material.

2023 January 28,

11 unchanged sentences

Property and equipment, net $ 701.6 $ 577.4

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

2023 January 28,

11 unchanged sentences

Accrued income tax payable 162.8 118.4

Technology license obligations 80.4 119.1

Accrued legal reserve 117.6 102.0

Accrued warranty expense 58.9 2.4

Technology license obligations 100.9 119.1

Deferred revenue 56.9 45.2

Accrued warranty expense 52.4 2.4

Lease liabilities - current portion 39.5 43.8

Accrued restructuring 32.8 4.2

Accrued interest payable 17.8 22.1

Deferred non-recurring engineering credits 17.2 20.0

Other 55.8 46.2

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(1) Substantially all of the variable consideration estimate is comprised of the ship & debit accrual reserve, but also includes estimated customer returns, price discounts, price protection, rebates, and stock rotation programs.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

2023 January 28,

Other non-current liabilities

Technology license obligations $ 219.3 $ 267.0

Lease liabilities - non current $ 197.0 $ 201.6

Technology license obligations 191.0 267.0

Deferred tax liabilities 73.2 64.2

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Other non-current liabilities $ 511.8 $ 590.5

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:

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

Unrealized Gain

3 unchanged sentences

Amounts reclassified from accumulated other comprehensive income (loss) 2.2

Other comprehensive income (loss), net of tax ( 1.0 )

Balance at July 29, 2023 $ ( 1.0 )

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

Net current-period other comprehensive income (loss), net of tax ( 1.4 )

Balance at October 28, 2023 $ ( 1.4 )

Unrealized Gain

(Loss) on Cash

Balance 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 at October 29, 2022

Stock Repurchase Program

2 unchanged sentences

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 July 29, 2023, $ 449.5 million remained available for future stock repurchases.

As of October 28, 2023, $ 399.5 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 is 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.

During the three and six months ended July 29, 2023, the Company did not repurchase shares of its common stock.

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.

During the three and nine months ended October 28, 2023, the Company repurchased 0.8 million shares of its common stock for $ 50.0 million pursuant to a 10b5-1 trading plan.

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.

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

The repurchased shares are retired immediately after repurchases are completed.

Subsequent to quarter end through August 18, 2023, the Company repurchased 0.8 million shares of its common stock for $ 50.0 million pursuant to a 10b5-1 trading plan.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements