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In addition, we may be unable to negotiate as favorable terms with larger customers whether those customers resulted from customer consolidation, merger integrations or other reasons, and any such less favorable terms could harm our business and our results of operations.
+Added: Given their dependence on semiconductor products to operate their data centers and to ensure continuity of supply and reduce direct costs, some large customers may begin developing their own semiconductor solutions with the use of generally available intellectual property licensed from third parties which could result in a loss of business for Marvell.
We are subject to order and shipment uncertainties.
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In addition, while the Russian invasion of Ukraine has not had a direct material impact on us due to our limited sales to Russia and Ukraine, we are unable to predict the indirect impact this conflict will have on us due to impacts on the supply chain, global and domestic economies, interest rates and stock markets.
+Added: Moreover, while Israel’s declaration of war on Hamas, a U.S.
+Added: designated Foreign Terrorist Organization, and current armed conflict in Israel and the Gaza Strip is not expected to have a material impact on us, we are unable to predict the full impact this conflict will have on us or our operations in Israel due to impacts on the supply chain, global and domestic economies, interest rates and stock markets.
Uncertain Yields and Quality
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national security, which could result in more stringent export controls or a greater number of our products requiring a license for export to China.
−Removed: In addition, in October 2022, the U.S.
−Removed: Department of Commerce Bureau of Industry and Security released new controls on the export of advanced computing and semiconductor manufacturing items to China as well as transactions related to supercomputer end-uses in China with the aim of addressing U.S.
+Added: In addition, the U.S.
+Added: Department of Commerce Bureau of Industry and Security recently released new controls on the export of advanced computing and semiconductor manufacturing items to China as well as transactions related to supercomputer end-uses in China with the aim of addressing U.S.
national security and foreign policy concerns.
The regulations published in October 2022 include new restrictions on U.S.
−Removed: persons with respect to activities that are not subject to the Export Administration Regulations (“EAR”), which differs from the agency’s historical approach of controlling items that are subject to the EAR, and could further restrict our engagement in the China market.
+Added: persons with respect to activities that are not subject to the Export Administration Regulations (“EAR”), which differs from the agency’s historical approach of controlling items that are subject to the EAR, and the regulations published in October 2023 impose additional licensing requirements for exports to China (and certain other countries) of integrated circuits exceeding certain performance thresholds.
Export restrictions reducing our sales of products to China, have in the past and can adversely impact our revenues, profits and results of operations.
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In addition, many of our customers are located outside of the United States, primarily in Asia, which further exposes us to foreign risks.
−Removed: Sales shipped to customers with operations in Asia represented approximately 68% and 76% of our net revenue in the three months ended July 29, 2023 and July 30, 2022, respectively.
+Added: Sales shipped to customers with operations in Asia represented approximately 66% and 75% of our net revenue in the three months ended October 28, 2023 and October 29, 2022, respectively.
We also have substantial operations outside of the United States.
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• exposure to local banking, currency control and other financial-related risks.
+Added: For example, we are subject to risks related to Israel’s declaration of war on Hamas, a U.S.
+Added: designated Foreign Terrorist Organization and the current armed conflict in Israel and the Gaza Strip.
+Added: We have employees in Israel.
+Added: These employees may be impacted by:
+Added: (1) disruptions to operations and business continuity, including physical damage or impaired access to company facilities, offices or technology, and disruptions in access to electricity, gasoline or water, and (2) workforce disruptions, including the mobilization of employees who are members of the Israeli military reserves to active duty, disrupted communication with employees in the conflict zone and restrictions on movement in areas subject to armed conflict.
+Added: While these disruptions are not currently expected to have a material impact on us, at this time we are unable to predict the full impact this conflict will have on us and our employees in the future.
As a result of having global operations, the sudden disruption of the supply chain and/or disruption of the manufacture of our customer’s products caused by events outside of our control has in the past and may in the future impact our results of operations by impairing our ability to timely and efficiently deliver our products.
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Our indebtedness could adversely affect our financial condition and our ability to raise additional capital to fund our operations and limit our ability to react to changes in the economy or our industry.
−Removed: We paid the cash portion of the consideration for the Inphi acquisition and other fees and expenses required to be paid in connection with the transaction from cash on hand and borrowings.
−Removed: On the closing date of the Inphi acquisition, the entire principal amount was funded and incurred in respect of the $1.75 billion senior unsecured term loan facility, comprised of a $875.0 million 3-year term loan tranche (the “3-Year Tranche Loan”) and a $875.0 million 5-year term loan tranche (the “5-Year Tranche Loan,” and collectively with the 3-Year Tranche Loan, the “2024 and 2026 Term Loans”).
−Removed: The 2024 and 2026 Term Loans are evidenced by a credit agreement, dated December 7, 2020 (the “2024 and 2026 Term Loan Agreement”).
−Removed: On April 14, 2023, we entered into the First Amendment to the 2024 and 2026 Term Loan Agreement which amends the existing agreement to, among other things, adopt SOFR interest rates and conform the maximum leverage ratio financial covenant with our revolving credit agreement.
−Removed: As of July 29, 2023, we had a balance of $1.5 billion on the 2024 and 2026 Term Loans.
−Removed: In addition to the 2024 and 2026 Term Loan Agreement, on December 7, 2020, we entered into a revolving credit agreement which was amended and restated on April 14, 2023 (as amended and restated the “2023 Revolving Credit Facility” and together with the 2024 and 2026 Term Loan Agreement, the “Credit Agreements”), which 2023 Revolving Credit Facility now provides up to $1.0 billion in the form of revolving loans.
−Removed: During the first quarter of fiscal 2024, we drew down $200.0 million on the 2023 Revolving Credit facility that remained outstanding as at July 29, 2023.
−Removed: On April 12, 2021, we completed a private offering of (i) $500.0 million aggregate principal amount of 2026 Senior Notes, (ii) $750.0 million aggregate principal amount of 2028 Senior Notes and (iii) $750.0 million aggregate principal amount of 2031 Senior Notes (collectively, the “Senior Notes”).
−Removed: In addition, on May 4, 2021, we completed a private exchange offer where we exchanged most of the notes issued by Marvell Technology Group Ltd.
−Removed: (collectively, the “MTG Senior Notes”) for $433.9 million aggregate principal amount of 2023 Senior Notes and $479.5 million aggregate principal amount of 2028 Senior Notes issued by us (the “MTI Senior Notes”) (together with the Senior Notes, the “Notes”).
−Removed: As of July 29, 2023, we had $2.0 billion aggregate principal amount of the Senior Notes outstanding and $479.4 million in aggregate principal amount of the MTI Senior Notes outstanding and $20.5 million aggregate principal amount of the MTG Senior Notes outstanding.
−Removed: As of June 2023, the 2023 Senior Notes referenced above were no longer outstanding.
−Removed: On October 8, 2021 and December 16, 2021, we completed registered exchange offers for each series of Notes.
−Removed: The terms of the new notes issued in the exchange offers are substantially identical to the Notes, except that the new notes are registered under the Securities Act and the transfer restrictions and registration rights applicable to the Notes do not apply to the new notes.
+Added: As of October 28, 2023, we had a total of $4.2 billion of debt outstanding, which consisted of $3.5 billion of senior notes outstanding and $721.9 million outstanding under our 2026 Term Loans.
+Added: We also had $1.0 billion of availability under our 2023 Revolving Credit Facility.
Our indebtedness could have important consequences to us including:
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Changes in existing taxation benefits, tax rules or tax practices may adversely affect our financial results.
−Removed: As a result of the closing of our transaction with Inphi, we are now domiciled in the United States and not Bermuda.
−Removed: Therefore, the income from all foreign subsidiaries is now subject to the U.S.
+Added: Since the closing in April 2021 of our transaction with Inphi, we have been domiciled in the United States and not Bermuda.
+Added: As such, the income from all foreign subsidiaries is now subject to the U.S.
provisions applicable to Global Intangible Low Taxed Income (“GILTI”), which generally requires GILTI income to be included in the taxable income of U.S.
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Because of increasing focus by government taxing authorities on multinational companies, the tax laws of certain countries in which we do business could change on a prospective or retroactive basis, and any such changes could increase our liabilities for taxes, interest and penalties, and could materially adversely impact our financial results, including our earnings and cash flow.
−Removed: In addition, in prior years, we entered into incentive agreements in certain foreign jurisdictions that provide for reduced tax rates in such jurisdictions if certain criteria are met.
+Added: In prior years, we entered into incentive agreements in certain foreign jurisdictions that provide for reduced tax rates in such jurisdictions if certain criteria are met.
During the three months ended April 30, 2022, the Singapore Economic Development Board agreed to extend our Development and Expansion Incentive by five years until June 30, 2029.
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If any of our tax agreements in any of these foreign jurisdictions were terminated, our results of operations and our financial position could be harmed.
−Removed: In addition, in prior periods, we transferred certain intellectual property to a related entity in Singapore.
+Added: In prior periods, we transferred certain intellectual property to a related entity in Singapore.
The impact to us was based on our determination of the fair value of this property, which required management to make significant estimates and to apply complex tax regulations in multiple jurisdictions.
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We are exposed to potential impairment charges on certain assets.
−Removed: We had approximately $11.6 billion of goodwill and $4.6 billion of acquired intangible assets on our unaudited condensed consolidated balance sheet as of July 29, 2023.
+Added: We had approximately $11.6 billion of goodwill and $4.3 billion of acquired intangible assets on our unaudited condensed consolidated balance sheet as of October 28, 2023.
Under generally accepted accounting principles in the United States, we are required to review our intangible assets including goodwill for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable.
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For example, if the operations of any businesses that we have acquired declines significantly, we could incur significant intangible asset impairment charges.
−Removed: For example, during the first six months of fiscal 2024, we made changes to our business to streamline our organization and optimize resources, which resulted in recognition of $101.9 million of restructuring related charges.
+Added: For example, during the first nine months of fiscal 2024, we made changes to our business to streamline our organization and optimize resources, which resulted in recognition of $105.3 million of restructuring related charges.
See “Note 8 – Restructuring” in the Notes to the Unaudited Condensed Consolidated Financial Statements for further information.
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Cyber-attacks have become increasingly more prevalent and much harder to detect, defend against or prevent.
−Removed: The risk of state-sponsored or geopolitical-related cyber security incidents has also increased recently due to geopolitical tensions or incidents, such as the Russian invasion of Ukraine.
+Added: The risk of state-sponsored or geopolitical-related cyber security incidents has also increased recently due to geopolitical tensions or incidents, such as the Russian invasion of Ukraine and the armed conflict in Israel and the Gaza Strip.
While we have historically been successful in defending against the cyber-attacks and breaches mentioned above, given the frequency of cyber-attacks and resulting breaches reported by other businesses and governments, it is likely we will experience one or more material breaches of some extent in the future.
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We believe equity compensation is a valuable component of our compensation program which helps us to attract, retain, and motivate employees and as a result we issue stock-based awards, such as RSUs, to a significant portion of our employees.
−Removed: A significant change in our stock price, such as the recent stock price decline in fiscal year 2023, or lower stock price performance relative to competitors, may reduce the retention value of our stock-based awards.
+Added: A significant change in our stock price or lower stock price performance relative to competitors, may reduce the retention value of our stock-based awards.
Our employee hiring and retention also depends on our ability to build and maintain a diverse and inclusive workplace culture and be viewed as an employer of choice.
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In May 2012, we declared our first quarterly cash dividend and in October 2018, we announced that our Board of Directors had authorized a $700.0 million addition to our previously existing $1.0 billion stock repurchase program.
−Removed: An aggregate of $1.3 billion of shares of stock have been repurchased under that program as of July 29, 2023, including 0.9 million shares of our common stock repurchased for $50.0 million pursuant to a 10b5-1 trading plan.
+Added: An aggregate of $1.3 billion of shares of stock have been repurchased under that program as of October 28, 2023, including 1.7 million shares of our common stock repurchased for $100.0 million pursuant to a 10b5-1 trading plan.
Future payment of a regular quarterly cash dividend on our common stock and future stock repurchases are subject to, among other things:
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A reduction in, a delay of, or elimination of our dividend payments or stock repurchases could have a negative effect on our stock price.
−Removed: As of July 29, 2023, there was $449.5 million remaining available for future stock repurchases under the authorization.
+Added: As of October 28, 2023, there was $399.5 million remaining available for future stock repurchases under the authorization.
Our indemnification obligations and limitations of our director and officer liability insurance may have a material adverse effect on our financial condition, results of operations and cash flows.
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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.