What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-03-13 compared with 2023-03-09 · 347 added, 454 removed, 994 unchanged (45% of the section changed)

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Report of Independent Registered Public Accounting Firm (PCAOB ID No.

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

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

Consolidated Balance Sheets as of February 3, 2024 and January 28, 2023

Consolidated Statements of Operations for the years ended February 3, 2024, January 28, 2023 and January 29, 2022

Consolidated Statements of Comprehensive Loss for the years ended February 3, 2024, January 28, 2023 and January 29, 2022

Consolidated Statements of Stockholders’ Equity for the years ended February 3, 2024, January 28, 2023 and January 29, 2022

Consolidated Statements of Cash Flows for the years ended February 3, 2024, January 28, 2023 and January 29, 2022

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 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.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January 28, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 9, 2023, expressed an unqualified opinion on the Company’s internal control over financial reporting.

and subsidiaries (the "Company") as of February 3, 2024 and January 28, 2023, the related consolidated statements of operations, comprehensive loss, stockholders' equity, and cash flows, for each of the three years in the period ended February 3, 2024, 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 February 3, 2024, and January 28, 2023, and the results of its operations and its cash flows for each of the three years in the period ended February 3, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of February 3, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 13, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

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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

Inventories – Management Judgments 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 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 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.

Management writes down excess inventories based upon 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 and current market conditions, historical usage by product, and customer backlog.

As of February 3, 2024 , the Company’s consolidated inventories balance was $ 864.4 million.

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 impact 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.

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Our audit procedures related to management’s estimates of forecasted demand used in the valuation of inventory included the following, among others:

• We tested the effectiveness of internal controls over management’s provisions for excess inventories, including internal controls designed to review and approve forecasted demand and the underlying assumptions regarding expected product lifecycles, product development plans, expected customer orders, projected market conditions, and historical usage by product.

• We tested the effectiveness of internal controls over management’s provisions for excess and obsolete inventories, including internal controls designed to review and approve forecasted demand and the underlying assumptions regarding expected product lifecycles, product development plans, expected customer orders, projected and current market conditions, and historical usage by product.

• We evaluated management’s ability to accurately estimate forecasted demand by comparing estimates made in prior periods to the historical actual results for those same periods.

• 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 made inquiries of business unit managers throughout the period as well as executives, sales and marketing, 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 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.

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Common stock, $ 0.002 par value;

1,250 shares authorized;

1.3 billion shares authorized;

865.5 and 856.1 shares issued and outstanding in fiscal 2024 and 2023, respectively

Additional paid-in capital 14,845.3 14,512.0

Retained earnings 1,123.5 1,491.4

Accumulated other comprehensive income 1.1 —

Retained earnings (Accumulated deficit) ( 16.7 ) 1,123.5

Total stockholders’ equity 14,831.4 15,637.2

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MARVELL TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share amounts)

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Other income, net 11.9 12.4 2.7

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

Interest and other loss, net ( 191.0 ) ( 152.9 ) ( 135.8 )

Income (loss) before income taxes ( 758.7 ) 85.1 ( 483.5 )

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Net loss $ ( 933.4 ) $ ( 163.5 ) $ ( 421.0 )

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

Net loss per share - basic $ ( 1.08 ) $ ( 0.19 ) $ ( 0.53 )

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MARVELL TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In millions)

2024 January 28,

2023 January 29,

Net loss $ ( 933.4 ) $ ( 163.5 ) $ ( 421.0 )

Other comprehensive income, net of tax:

Net change in unrealized gain on cash flow hedges 1.1 — —

Other comprehensive income, net of tax 1.1 — —

Comprehensive loss, net of tax $ ( 932.3 ) $ ( 163.5 ) $ ( 421.0 )

See accompanying Notes to Consolidated Financial Statements.

MARVELL TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In millions, except per share amounts)

Shares Amount Retained

Earnings Total

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

Issuance of common stock in connection with equity incentive plans 13.2 — 86.7 — 86.7

Tax withholdings related to net share settlement of restricted stock units — — ( 108.1 ) — ( 108.1 )

Stock-based compensation — — 241.7 — 241.7

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

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

— — — ( 160.6 ) ( 160.6 )

Net loss — — — ( 277.3 ) ( 277.3 )

Capital Accumulated Other Comprehensive Income

Retained Earnings

(Accumulated Deficit)

Shares Amount Total

Balance at January 30, 2021 675.4 $ 1.4 $ 6,331.0 $ — $ 2,103.4 $ 8,435.8

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

Issuance of common stock in connection with equity incentive plans 11.9 — 99.2 — — 99.2

Tax withholdings related to net share settlement of restricted stock units — — ( 223.7 ) — — ( 223.7 )

Stock-based compensation — — 607.8 — — 607.8

Repurchase of common stock ( 2.5 ) — ( 150.0 ) — — ( 150.0 )

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

— — — — ( 206.8 ) ( 206.8 )

Net loss — — — — ( 933.4 ) ( 933.4 )

Other comprehensive income — — — 1.1 — 1.1

Balance at February 3, 2024 865.5 $ 1.7 $ 14,845.3 $ 1.1 $ ( 16.7 ) $ 14,831.4

See accompanying Notes to Consolidated Financial Statements.

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Payments on technology license obligations ( 150.3 ) ( 142.5 ) ( 134.5 )

Proceeds from issuance of debt 200.0 3,896.1 —

Proceeds from borrowings 1,295.3 200.0 3,896.1

Principal payments of debt ( 1,622.5 ) ( 265.6 ) ( 526.8 )

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Proceeds from capped calls — — 160.3

Payment of equity and debt financing costs — ( 11.8 ) ( 38.0 )

Other, net ( 21.4 ) 0.9 ( 10.8 )

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The additional week in a 53-week year is added to the fourth quarter, making such quarter consist of 14 weeks.

Fiscal 2023, fiscal 2022 and fiscal 2021 each had a 52-week period.

Fiscal 2024 had a 53-week period.

Fiscal 2023 and fiscal 2022 each had a 52-week period.

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

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Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities.

On an ongoing basis, the Company evaluates its estimates, including those related to performance-based compensation, revenue recognition, provisions for sales returns and allowances, inventory excess and obsolescence, investment fair values, goodwill and other intangible assets, restructuring, income taxes, litigation and other contingencies.

On an ongoing basis, the Company evaluates its estimates, including those related to revenue recognition, provisions for sales returns and allowances, inventory excess and obsolescence, goodwill and other intangible assets, business combinations, restructuring, income taxes, litigation and other contingencies.

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

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

In the current macroeconomic environment, 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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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 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.

The Company’s accounts receivable was concentrated with three customers at February 3, 2024, who comprise a total of 67 % of gross accounts receivable, compared with five customers at January 28, 2023, who represented 55 % of gross accounts receivable, respectively.

This presentation is at the customer consolidated level.

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If the sum of the expected undiscounted future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets.

Please see “Note 8 – Goodwill and Acquired Intangible Assets, Net” for further details regarding impairment of acquisition-related identified intangible assets.

Acquisition-related identified intangible assets are amortized on a straight-line basis over their estimated economic lives, except for certain customer contracts and related relationships, which are amortized using an accelerated method of amortization over the expected customer lives.

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Substantially all of the Company’s revenue is derived from product sales.

The Company recognizes revenue when it satisfies a performance obligation by transferring control of a product to a customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

The Company recognizes revenue when it satisfies a performance obligation by transferring control of a product to a customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

For product revenue, the performance obligation is deemed to be the delivery of the product and therefore, the revenue is generally recognized upon shipment to customers, net of accruals for estimated sales returns and rebates.

These estimates are based on historical returns analysis and other known factors.

These estimates are based on historical returns, analysis of credit memo data and other known factors.

The Company accounts for rebates by recording reductions to revenue for rebates in the same period that the related revenue is recorded.

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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.

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.

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

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

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

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 generally warrants that its products sold to its customers will conform to its approved specifications and be free from defects in material and workmanship under normal use and conditions for one year .

The Company may offer a longer warranty period in limited situations based on product type and negotiated warranty terms with certain customers.

The warranty accrual is estimated primarily based on historical claims compared to historical revenues and assumes that the Company will have to replace products subject to a claim.

From time to time, the Company becomes aware of specific warranty situations, and it records specific accruals to cover these exposures.

Warranty expenses were not material for the periods presented.

Business Combinations

The Company allocates the fair value of the purchase consideration of its acquisitions to the tangible assets, liabilities, and intangible assets acquired, including IPR&D, based on their estimated fair values.

The Company allocates the fair value of the purchase consideration of its business acquisitions to the tangible assets, liabilities, and intangible assets acquired, including IPR&D, based on their estimated fair values.

The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.

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Acquisition-related expenses and related restructuring costs are recognized separately from the business combination and are expensed as incurred.

Advertising Expense

Advertising costs are expensed as incurred.

The Company recorded $ 0.7 million, $ 0.8 million and $ 0.6 million of advertising costs for fiscal 2023, 2022 and 2021, respectively, included in selling, general and administrative expenses in the consolidated statements of operations.

Stock-Based Compensation

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The Company estimates the fair value of stock purchase awards on the date of grant using the Black Scholes option-pricing model.

The fair value of performance-based awards based on total shareholder return (“TSR”) and value creation (“VCA”) awards are estimated on the date of grant using a Monte Carlo simulation model.

The fair value of performance-based awards based on total shareholder return (“TSR”) are estimated on the date of grant using a Monte Carlo simulation model.

Forfeitures are recorded when they occur.

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Comprehensive Loss

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

Comprehensive loss, net of tax is comprised of net loss and net change in unrealized gains and losses, on cash flow hedges for fiscal 2024.

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

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The Company estimates its income taxes in the jurisdictions in which it operates.

This process involves estimating the Company’s actual tax exposure together with assessing temporary differences resulting from the differing treatment of certain items for tax return and financial statement purposes.

This process involves estimating the Company’s actual tax expense together with assessing temporary differences resulting from the differing treatment of certain items for tax return and financial statement purposes.

These differences result in deferred tax assets and liabilities, which are included in the Company’s consolidated balance sheets.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Evaluating the need for a valuation allowance on deferred tax assets requires judgment and analysis of all available positive and negative evidence, including recent earnings history and cumulative losses in recent years, reversals of deferred tax liabilities, projected future taxable income, and tax planning strategies to determine whether all or some portion of the deferred tax assets will not be realized.

We establish a valuation allowance for deferred tax assets, when it is determined that it is more likely than not that they will not be realized.

Evaluating the need for a valuation allowance for deferred tax assets requires judgment and analysis of all available positive and negative evidence, including recent earnings history and cumulative losses in recent years, reversals of deferred tax liabilities, projected future taxable income, and tax planning strategies to determine whether all or some portion of the deferred tax assets will not be realized.

Forming a conclusion that a valuation allowance is not needed is difficult when there is negative evidence such as cumulative losses in recent years.

Using available evidence and judgment, the Company establishes a valuation allowance for deferred tax assets, when it is determined that it is more likely than not that they will not be realized.

Valuation allowances have been provided primarily against U.S.

and state research and development credits and certain acquired net operating losses and deferred tax assets of foreign subsidiaries.

A change in the assessment of the realizability of deferred tax assets may materially impact the Company’s tax provision in the period in which a change occurs.

federal and state research and development credits and certain acquired net operating losses and deferred tax assets of foreign subsidiaries.

A change in the assessment of the realizability of deferred tax assets may materially impact the Company’s tax provision in the period in which a change of assessment occurs.

Taxes due on Global Intangible Low-Taxed Income (“GILTI”) inclusions in U.S.

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The taxation of the business is subject to the application of various and sometimes conflicting tax laws and regulations as well as multinational tax conventions.

The Company’s effective tax rate is highly dependent upon the geographic distribution of the Company’s worldwide earnings or losses, the tax laws and regulations in various localities, the availability of tax incentives, tax credits and loss carryforwards, and the effectiveness of the Company’s tax planning strategies, including the Company’s estimates of the fair value of its intellectual property.

The Company’s effective tax rate is highly dependent upon the geographic distribution of the Company’s worldwide earnings or losses, the tax laws and regulations in various jurisdictions, the availability of tax incentives, tax credits and loss carryforwards, and the effectiveness of the Company’s tax planning strategies, including the Company’s estimates of the fair value of its intellectual property.

The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty.

Tax laws themselves are subject to change as a result of changes in fiscal policy, changes in legislation, and the evolution of regulations and court rulings.

Consequently, taxing authorities may impose tax assessments or judgments against us that could materially affect the Company’s tax liability and/or effective income tax rate.

The Company is subject to income tax audits by tax authorities in the jurisdictions in which it operates.

Tax laws themselves are subject to change as a result of changes in fiscal policy, changes in legislation, and the evolution of regulations and court rulings and tax audits.

There can be no assurance that the Company will accurately predict the outcome of audits, and the amounts ultimately paid on resolution of audits could be materially different than the amounts previously included in the Company’s income tax expense and therefore, could have a material impact on its tax provision, results of operations, and cash flows.

Consequently, taxing authorities may impose tax assessments or judgments against us that could materially impact the Company’s tax liability and/or its effective income tax rate.

The Company is subject to income tax audits by the respective tax authorities in the jurisdictions in which it operates.

The Company recognizes the effect of income tax positions only if these positions are more likely than not to be sustained.

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Unpaid tax liabilities, including the interest and penalties, are released pursuant to a final settlement with tax authorities, completion of audit or expiration of various statutes of limitations.

The material jurisdictions in which the Company may be subject to potential examination by tax authorities throughout the world include China, India, Israel, Singapore, Germany, and the United States.

The material jurisdictions in which the Company may be subject to examination by tax authorities throughout the world include China, India, Israel, Singapore, Germany, and the United States.

The recognition and measurement of current taxes payable or refundable, and deferred tax assets and liabilities require that the Company make certain estimates and judgments.

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Recent Accounting Pronouncements

Accounting Pronouncements Recently Adopted

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

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.

Accounting Pronouncements Not Yet Effective

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280) 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.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) to improve income tax disclosures to enhance transparency and decision usefulness of income tax disclosure.

The ASU is effective for fiscal years beginning after December 15, 2024 with updates to be applied on a prospective basis with the option to apply the standard retrospectively.

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 CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 3 — Revenue

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

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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% of Total Year Ended

2021 % of Total

Net revenue by end market:

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% of Total Year Ended

2021 % of Total

Net revenue based on destination of shipment:

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United States 795.6 14 % 690.1 12 % 484.0 11 %

Malaysia 393.2 7 % 276.0 6 % 254.1 9 %

Thailand 391.9 7 % 355.3 8 % 251.4 8 %

Finland 380.4 7 % 189.6 3 % 80.2 2 %

Singapore 336.2 6 % 331.7 6 % 220.8 5 %

Taiwan 289.0 5 % 161.0 4 % 79.8 3 %

Thailand 329.2 6 % 391.9 7 % 355.3 8 %

Malaysia 222.6 4 % 393.2 7 % 276.0 6 %

Japan 169.1 3 % 260.0 4 % 222.8 5 %

Finland 189.6 3 % 80.2 2 % 6.9 — %

Taiwan 161.9 3 % 289.0 5 % 161.0 4 %

Philippines 74.6 1 % 171.5 3 % 213.4 5 %

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% of Total Year Ended

2021 % of Total

Net revenue by customer type:

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$ 5,507.7 $ 5,919.6 $ 4,462.4

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Contract Liabilities

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Contract liability balances are comprised of deferred revenue.

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)

The amount of revenue recognized during the year ended February 3, 2024, 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.

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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):

The following table summarizes the Company’s outstanding debt at February 3, 2024 and January 28, 2023 (in millions):

2024 January 28,

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5.750 % 2029 Senior Notes

2.950 % 2031 Senior Notes

5.950 % 2033 Senior Notes

Senior Notes Total 3,499.9 2,999.9

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Non-current portion $ 4,058.6 $ 3,907.7

(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)

(1) As of February 3, 2024, 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 February 3, 2024 and January 28, 2023 was 6.830 % and 4.448 %, respectively.

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 $ 1.8 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.

(i) $ 875.0 million loan with a 3-year term from the funding date (the “3-Year Tranche Loan”) and (ii) $ 875.0 million loan with a 5-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”).

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

On April 14, 2023, the Company entered into an amendment to the 2024 and 2026 Term Loan Agreement.

The amendment modifies the existing agreement to, among other things, adopt Secured Overnight Financing Rate (“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 adjusted term SOFR + 137.5 bps.

The effective interest rate for the 5-Year Tranche Loan was 5.111 % as of February 3, 2024.

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.

During the year ended February 3, 2024, the Company repaid $ 87.5 million of the principal outstanding of the 5-Year Tranche Loan.

As of February 3, 2024, the Company has $ 700.0 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.

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.

2023 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.

On December 7, 2020, the Company entered into a revolving line of credit agreement with a lending syndicate led by JP Morgan Chase Bank, N.A for borrowings of up to $ 750.0 million.

On April 14, 2023, the Company entered into an agreement to amend and restate the credit facility to increase the borrowing capacity to $ 1.0 billion (as so amended and restated, the “2023 Revolving Credit Facility”).

The 2023 Revolving Credit Facility has a 5-year term and a stated floating interest rate which equates to an adjusted term SOFR plus an applicable margin.

The borrowings from the Revolving Loans will be used for general corporate purposes of the Company.

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.

This annual rate was 0.175 % at February 3, 2024.

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 $ 50.0 million on the 2023 Revolving Credit Facility and repaid $ 50.0 million in the same quarter.

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 2024 and also drew down and repaid an additional $ 50.0 million from the 2023 Revolving Credit Facility.

As of February 3, 2024, the 2023 Revolving Credit Facility was undrawn and will be 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 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.

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

As of February 3, 2024 , the Company was in compliance with its debt covenants for the credit agreements discussed above.

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 “2029 and 2033 Senior Notes”).

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The 2029 Senior Notes have a 5.5 -year term and mature on February 15, 2029, and the 2033 Senior Notes have a 10 -year term and 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 2029 and 2033 Senior Notes, in whole or in part, at any time prior to their maturity at the redemption prices set forth in 2029 and 2033 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 2029 and 2033 Senior Notes being rated below investment grade), the Company will be required to make an offer to repurchase the 2029 and 2033 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 2029 and 2033 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 February 3, 2024 , the Company had $ 1.0 billion borrowings outstanding from 2029 and 2033 Senior Notes.

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.

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 “2026, 2028 and 2031 Senior Notes”).

On October 8, 2021, the 2026, 2028 and 2031 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, as amended (the “Securities Act”) and the transfer restrictions and registration rights applicable to the 2026, 2028 and 2031 Senior Notes issued in April 2021 do not apply to the new notes.

The 2026 Senior Notes have a 5 -year term and mature on April 15, 2026, the 2028 Senior Notes have a 7 -year term and mature on April 15, 2028, and the 2031 Senior Notes have a 10 -year term and mature on April 15, 2031.

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

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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.

The Company may redeem the 2026, 2028 and 2031 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 2026, 2028 and 2031 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 2026, 2028 and 2031 Senior Notes being rated below investment grade), the Company will be required to make an offer to repurchase the 2026, 2028 and 2031 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 2026, 2028 and 2031 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 February 3, 2024, the Company had $ 2.0 billion borrowings outstanding from 2026, 2028 and 2031 Senior Notes.

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.

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

domiciled parent MTI.

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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.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

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

The MTI 2028 Notes mature on June 22, 2028.

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

2 unchanged sentences

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 MTG 2028 Notes mature on June 22, 2028.

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.

As of February 3, 2024, the Company had $ 499.9 million borrowings outstanding from MTI 2028 Notes and MTG 2028 Notes.

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):

During fiscal 2024, fiscal 2023, and fiscal 2022, the Company recognized $ 202.9 million, $ 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 February 3, 2024, the aggregate future contractual maturities of the Company’s outstanding debt, at face value, were as follows (in millions):

Fiscal Year Amount

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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.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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Right-of-use assets obtained in exchange for lease obligation $ 34.1 $ 107.7 $ 95.4

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):

The effect of operating lease right-of-use asset amortization of $ 37.2 million, $ 32.5 million and $ 28.9 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 years ended February 3, 2024, January 28, 2023, and January 29, 2022, respectively.

The aggregate future lease payments for operating leases as of February 3, 2024 are as follows (in millions):

Fiscal Year Operating Leases Sublease Income

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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 may offer a longer warranty period in limited situations based on product type and negotiated warranty terms with certain customers.

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):

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Total future unconditional purchase commitments as of February 3, 2024, are as follows (in millions):

Fiscal Year Purchase Commitments to

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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.

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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.

The Company currently estimates that it has agreed to purchase level commitments of at least $ 2.0 billion of wafers, substrates, and other manufacturing products for fiscal 2025 through 2033 under the capacity reservation agreements.

In addition, t otal fees and refundable deposits payable under these arrangements are $ 86.0 million in fiscal 2025 through 2026 .

Such purchase commitments are summarized in the preceding table.

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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 amount has been paid in full.

As of the end of fiscal 2024, the Company recognized charges of $ 251.0 million in the aggregate for product related claims, including amounts recognized in previous quarters.

Such claims were fully resolved in the fourth quarter of fiscal 2024.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

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

The ultimate outcome of a 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

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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

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

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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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”).

12 unchanged sentences

Total merger consideration $ 9,917.5

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In accordance with U.S.

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

Previously Reported

January 29, 2022

(Provisional) Measurement Period Adjustment January 28, 2023

Cash and cash equivalents $ 72.3

11 unchanged sentences

Total merger consideration $ 9,917.5

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 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.

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.

In fiscal 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.

As of January 28, 2023, $ 3.0 million is included in short-term debt, and $ 22.9 million is included in long-term debt on the accompanying consolidated balance sheets.

As of February 3, 2024, $ 2.1 million is included in short-term debt, and $ 15.2 million is included in long-term debt on the accompanying consolidated balance sheets.

See “Note 4 – Debt” for additional information.

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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.

The following unaudited supplemental pro forma information presents the combined results of operations for fiscal 2022, as if Innovium and Inphi had been acquired as of beginning of fiscal 2021.

The unaudited supplemental pro forma information includes adjustments to amortization and depreciation for acquired intangible assets and property and equipment, adjustments to 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 or of the results of our future operations of the combined business.

For fiscal 2021, non-recurring pro forma adjustments directly attributable to the Innovium and Inphi acquisitions in the pro forma information presented below included (i) 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 the Company’s consolidated results of operations of the combined business had the Inphi and Innovium acquisitions actually occurred at the beginning of fiscal 2021 or of the results of the Company’s future operations of the combined business.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

2022 January 30,

Pro forma net revenue $ 4,638.5

Pro forma net loss $ ( 211.9 )

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 8 — Goodwill and Acquired Intangible Assets, Net

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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.

The carrying value of total goodwill as of February 3, 2024 and January 28, 2023 was $ 11.6 billion.

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

8 unchanged sentences

IPR&D 93.0 n/a

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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):

5 unchanged sentences

IPR&D 820.0 n/a

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

As of February 3, 2024 and January 28, 2023, net carrying amounts excluding fully amortized intangible assets are as follows (in millions, except for weighted-average remaining amortization period):

February 3, 2024

Gross Carrying

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Trade names 66.0 ( 32.3 ) 33.7 3.1

Order backlog 70.0 ( 67.2 ) 2.8 0.03

Total acquired amortizable intangible assets 7,323.0 ( 2,900.0 ) 4,423.0 4.5

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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 $ 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):

Amortization for acquired intangible assets was $ 1.1 billion, $ 1.1 billion and $ 979.4 million during the years ended February 3, 2024, January 28, 2023 and January 29, 2022, 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 February 3, 2024 (in millions):

Fiscal Year Amount

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Thereafter 125.0

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 within Level 2 of the fair value hierarchy as the valuation inputs are based on quoted prices and market observable data of similar instruments.

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

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

Fair Value Measurements at January 28, 2023

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

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

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

Fair Value Measurements at February 3, 2024

Level 1 Level 2 Level 3 Total

2 unchanged sentences

Time deposits — 2.6 — 2.6

Prepaid expenses and other current assets:

Foreign currency forward contracts — 1.2 — 1.2

Other non-current assets:

2 unchanged sentences

Total assets $ 9.3 $ 4.3 $ — $ 13.6

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.

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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 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.

As of February 3, 2024 and January 28, 2023, non-marketable equity investments had a carrying value of $ 45.8 million and $ 36.1 million, respectively, and are included in other non-current assets in the Company’s consolidated balance sheets.

Fair Value Measurements at January 28, 2023

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Total assets $ 3.2 $ 151.4 $ — $ 154.6

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

There were no transfers of assets between levels in either fiscal 2024 or 2023.

Fair Value of Debt

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.

The Company classified the 2026 Term Loan, 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 $ 3.3 billion at February 3, 2024 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.

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Impairment and write-off of assets

Acquired intangible assets — — 50.3

Purchased IP licenses 28.6 — —

Equipment and inventory — — 28.6

Other 8.6 6.1 7.5

$ 131.1 $ 21.6 $ 31.6

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company recorded $ 131.1 million of restructuring related charges during its evaluation of its existing operations to increase operational efficiency, decrease costs and increase profitability.

A restructuring plan was initiated during the first quarter of fiscal 2024 (the “Fiscal 2024 Plan”) to streamline the organization and optimize resources.

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

The charges include $ 93.9 million related to the Fiscal 2024 Plan primarily from severance costs.

The Company expects these restructuring actions to be substantially completed by the end of fiscal 2025.

The Company recorded $ 21.6 million of restructuring related charges during its evaluation of its existing operations to increase operational efficiency, decrease costs and increase profitability.

A restructuring plan was initiated during the first quarter of fiscal 2023 (the “Fiscal 2023 Plan”) in order to realign the organization and enable further investment in key priority areas.

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The charges include $ 15.5 million related to the Fiscal 2023 Plan primarily from severance costs.

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

The Company recorded $ 31.6 million of restructuring related charges during its evaluation of its existing operations to increase operational efficiency, decrease costs and increase profitability.

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The charges include $ 24.1 million related to the Fiscal 2022 Plan primarily from severance costs.

The Company recorded $ 180.4 million of restructuring and other related charges during its evaluation of its existing operations to increase operational efficiency, decrease costs and increase profitability.

The charges include $ 119.0 million associated with the server processor product line described below and $ 61.4 million recorded in connection with prior acquisitions.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

During the second quarter of fiscal 2021, the Company made changes to the scope of its server processor product line in response to changes in the associated market.

The Company transitioned its product offering from standard server processors to the broad server market to focus only on customized server processors for a few targeted customers.

This change in strategy required the Company to assess whether the carrying value of the associated assets would be recoverable.

As a result of the assessment, the Company determined the carrying amount of certain impacted assets were not recoverable, which resulted in recognition of $ 119.0 million of restructuring related charges associated with the server processor product line during the second quarter of fiscal 2021.

The charges included $ 50.3 million in impairment of acquired intangibles, $ 36.0 million in impairment of purchased IP licenses and $ 32.7 million in equipment and inventory impairment and other related restructuring charges.

The remaining restructuring charges of $ 61.4 million include approximately $ 36.9 million in severance and related costs and $ 24.5 million in other costs.

The severance costs primarily relate to the employee separation costs in connection with the acquisitions.

The other costs primarily relate to the remaining payments under lease obligations upon vacating certain worldwide office locations, and ongoing operating expenses of vacated facilities.

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

Restructuring November 2019 Restructuring July 2020

Restructuring Fiscal 2022 Restructuring Fiscal 2023 Restructuring

Employee Severance Other Employee Severance Other Employee Severance Other Employee Severance Other Employee Severance Other Total

Restructuring November 2019

Restructuring

Restructuring Fiscal 2022

Restructuring

Employee Severance Other Employee Severance Other Employee Severance Other Employee Severance Other Employee Severance Other Employee Severance Other Total

Balance at January 29, 2022 $ 0.4 $ 1.1 $ 0.2 $ — $ 0.3 $ 1.5 $ 2.1 $ — $ — $ — $ — $ — $ 5.6

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Non-cash items — ( 2.9 ) — — — — — — — — — ( 11.7 ) ( 14.6 )

Balance at January 28, 2023 — 1.0 — — — 0.4 — — 3.6 — 5.0

Balance at February 3, 2024 — 0.8 — — — — — — — — 15.5 0.7 17.0

non-current portion — 0.6 — — — — — — — — — 0.3 0.9

Current portion $ — $ 0.2 $ — $ — $ — $ — $ — $ — $ — $ — $ 15.5 $ 0.4 $ 16.1

The current and non-current portions of the restructuring liability at January 28, 2023 of $ 4.2 million and $ 0.8 million are included as a component of accrued liabilities and other non-current liabilities respectively in the accompanying consolidated balance sheets.

The current and non-current portions of the restructuring liability at February 3, 2024 of $ 16.1 million and $ 0.9 million are included as a component of accrued liabilities and other non-current liabilities, respectively, in the accompanying consolidated balance sheets.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 11 — Stockholders’ Equity

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Under the terms of the Company’s Certificate of Incorporation, the Board of Directors may determine the rights, preferences, and terms of the Company’s authorized but unissued shares of preferred stock.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of January 28, 2023, the Company is authorized to issue 8.0 million shares of $ 0.002 par value preferred stock and 1.25 billion shares of $ 0.002 par value common stock.

As of January 28, 2023 and January 29, 2022, no shares of preferred stock were outstanding.

As of February 3, 2024, the Company is authorized to issue 8.0 million shares of $ 0.002 par value preferred stock and 1.3 billion shares of $ 0.002 par value common stock.

As of February 3, 2024 and January 28, 2023, no shares of preferred stock were outstanding.

Restricted Stock

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Restricted Stock Unit Withholdings

For the years ended January 28, 2023 and January 29, 2022, the Company withheld approximately 4.2 million and 4.8 million shares, or $ 227.6 million and $ 299.9 million, of common stock, respectively, in settlement of employee tax withholding obligations due upon the vesting of restricted stock.

For the years ended February 3, 2024, January 28, 2023, and January 29, 2022, the Company withheld approximately 4.3 million, 4.2 million and 4.8 million shares, or $ 223.7 million, $ 227.6 million, and $ 299.9 million of common stock, respectively, in settlement of employee tax withholding obligations due upon the vesting of restricted stock.

Cash Dividends on Shares of Common Stock

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During fiscal 2023, the Company declared and paid cash dividends of $ 0.24 per common stock, or $ 204.4 million, on the Company’s outstanding common stock.

During fiscal 2022, the Company declared and paid cash dividends of $ 0.24 per common stock, or $ 191.0 million, on the Company’s outstanding common stock.

Any future dividends will be subject to the approval of the Company’s Board of Directors.

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The stock repurchase program is subject to market conditions, legal rules and regulations, 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.

Subsequent to fiscal year end, in March 2024, the Company’s Board of Directors increased the repurchase program mentioned above and authorized an additional $ 3.0 billion to that repurchase program.

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

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 during fiscal 2023.

The Company repurchased 2.5 million of its common stock for $ 150.0 million, including 0.8 million shares of its common stock repurchased for $ 50.0 million pursuant to a 10b5-1 trading plan during fiscal 2024, and 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 during fiscal 2023.

There were no stock repurchases during fiscal 2022.

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

As of January 28, 2023, a total of 310.4 million shares of stock have been repurchased to date under the Company’s stock repurchase program for a total $ 4.4 billion in cash and there was $ 449.5 million remaining available for future stock repurchases.

As of February 3, 2024, a total of 312.9 million shares of stock have been repurchased to date under the Company’s stock repurchase program for a total $ 4.5 billion in cash and there was $ 299.5 million remaining available for future stock repurchases.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

A summary of the stock repurchase activity under the stock repurchase program, reported based on the trade date, is summarized as follows (in millions, except per share amounts):

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per Share Amount

Cumulative balance at February 1, 2020 306.8 $ 13.83 $ 4,244.8

Repurchase of common stock under the stock repurchase program 1.3 $ 20.14 $ 25.2

Cumulative balance at January 30, 2021 308.1 $ 13.86 $ 4,270.0

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Cumulative balance at January 28, 2023 310.4 $ 14.12 $ 4,385.0

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Repurchase of common stock under the stock repurchase program 2.5 $ 61.51 $ 150.0

Cumulative balance at February 3, 2024 312.9 $ 14.49 $ 4,535.0

Note 12 — Employee Benefit Plans

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In April 1995, the Company adopted the 1995 Stock Option Plan (the “Option Plan”).

The Option Plan, as amended from time to time, had 383.4 million common stock reserved for issuance thereunder as of January 28, 2023.

Options granted under the Option Plan generally have a term of 10 years and generally must be issued at prices equal to the fair market value of the stock on the date of grant and such options may be subject to vesting.

The Company can also grant other types of stock awards, which may be subject to vesting.

Generally, the Company grants restricted stock unit (“RSU”) awards.

RSU awards are denominated in shares of stock, but may be settled in cash or shares upon vesting, as determined by the Company at the time of grant.

Awards under the Option Plan generally vest over 3 to 4 years.

As of January 28, 2023, approximately 63.3 million shares remained available for future grants under the Option Plan.

Equity awards granted under the Option Plan include time-based RSUs as well as RSUs that vest based on the achievement of performance-based criteria i.e.

Company financial goals (“Financial Performance RSU”), or based on achievement of market-based goals i.e.

relative total shareholder return (“TSR RSUs”), or stock price goals (“Value Creation Awards” or “VCA RSUs”), or both market-based goals i.e.

relative total shareholder return, and performance-based criteria i.e.

non-GAAP EPS growth (“Enhanced TSR RSUs”).

Prior to fiscal year 2020, the Company granted Financial Performance RSUs to each of its executive officers when they joined the Company, and as an annual refresh grant to all executive officers and other Vice Presidents in April of each fiscal year.

The Financial Performance RSUs had a three-year service requirement.

The number of shares to be earned could be 0 % to 200 % of target and was based on the achievement of certain financial operating metrics to be measured as of the end of the second fiscal year of the three-year vesting term.

Shares granted under these Financial Performance RSUs are reported in the table presented below as “Performance-Based” based on 100 % expected achievement.

In addition, the Company grants TSR RSUs to its executive officers that newly join the Company, and as an annual refresh grant to all executive officers and other Vice Presidents, usually in April of each fiscal year.

Prior to fiscal year 2020, TSR RSUs were measured based on stock performance as compared to that of companies on the Philadelphia Semiconductor Sector over a performance period defined in the award.

The number of shares to be earned can be 0 % to 150 % of target and is based on the achievement of performance objectives relating to relative total shareholder return of the Company’s common stock.

Beginning in fiscal 2020, the S&P 500 Index serves as the benchmark index.

The TSR RSUs have a three year service vesting requirement.

The number of shares to be earned can be 0 % to 200 % of target and is based on the achievement of performance objectives relating to relative total shareholder return of the Company’s common stock.

These TSR RSUs are reported in the table presented below as “Market-Based” awards based on 100 % expected achievement.

In fiscal 2020, the Company issued Value Creation Awards that are based on achievement of the Company’s stock price target over a specified performance period, also referred to as VCA RSUs.

The VCA RSU will be earned if the Company’s average closing trading stock price over 100-calendar days equals or exceeds a certain target price.

100 % of the award will vest on the 1-year anniversary of the achievement.

The grant will be forfeited if the market-based condition is not achieved.

These VCA RSUs are reported in the table presented below as “Market-Based” awards based on 100 % expected achievement.

During fiscal year 2021, the performance metrics were achieved.

The awards vested on the 1-year anniversary of the achievement in November 2021.

Beginning in fiscal 2023, the Company granted Enhanced TSR RSUs to its executive officers and certain other employees.

The number of shares to be earned can be 0 % to 250 % of target and is based on the achievement of performance objectives relating to relative total shareholder return of the Company’s common stock as compared to that of companies on the S&P 500 Index and also based on the Company’s non-GAAP EPS growth relative to a group of peer companies.

The Enhanced TSR RSUs have a three year service vesting requirement in addition to the performance based requirements.

These Enhanced TSR RSUs are reported in the table presented below as “Market-Based & Performance-Based” awards based on 100 % expected achievement.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Option Plan, as amended from time to time, had 383.4 million shares of common stock reserved for issuance thereunder as of February 3, 2024.

As of February 3, 2024, approximately 50.6 million shares remained available for future grants under the Option Plan.

Under the Option Plan, the Company may issue restricted stock unit (“RSU”) awards, performance-based restricted stock unit (“PRSU”) awards, stock options, and other types of stock awards, all of which may be subject to vesting over a specified service term, generally three to four years .

RSUs granted under the Option Plan include time-based RSUs and PRSUs.

Time-based RSUs generally vest over a three to four -year service period.

The Company grants PRSUs that vest based on the achievement of performance metrics, which can be financial performance, non-financial performance, and/or market conditions, including, but not limited to, the Company’s relative total shareholder return, earnings per share growth, and stock price performance.

PRSU awards reflect a target number of shares, and the actual number of shares may range from 0 % to 250 % based on the achievement of the performance metrics specified.

In addition to achievement of performance and/or market conditions, PRSUs generally have a three to five year service requirement.

Options granted under the Option Plan generally have a term of 10 years and must be issued at prices equal to the fair market value of the stock on the date of grant.

Options generally vest over a three to four-year service period.

In December 2017, the Company’s Executive Compensation Committee approved a deferred stock program, whereby executives of the Company have the option, beginning in 2018, to defer the settlement of time-based and performance-based restricted stock units granted under the Option Plan to a future date.

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A deferral election is irrevocable after the annual submission deadline.

The shares of common stock underlying the deferred grants will be distributed at the earliest of the employee’s specified future settlement date, not to be earlier than 2023, or upon separation from service, a change in control, or death or disability.

Cavium Acquisition

Following the Cavium acquisition and in accordance with the Cavium merger agreement, certain outstanding options to purchase shares of Cavium common stock and certain restricted stock units with respect to Cavium common stock, each granted under Cavium 2016 Equity Incentive Plan (“Cavium 2016 EIP”), Cavium 2007 Equity Incentive Plan (“Cavium 2007 EIP”) and QLogic 2005 Performance Incentive Plan, as assumed by Cavium effective August 16, 2016 (“QLogic 2005 Plan”), (and collectively, with the Cavium 2016 EIP and the Cavium 2007 EIP, the “Cavium Plans”), were assumed by the Company and converted into options to purchase common stock of the Company and restricted stock units with respect to common stock of the Company, respectively.

Marvell Technology Group Ltd.

filed a registration statement on July 6, 2018 to register 15,824,555 common stock of the Company, issuable under the Cavium Plans, comprised of 2,535,940 common stock issuable pursuant to outstanding but unexercised options under the Cavium Plans and 13,288,615 common stock issuable pursuant to outstanding unvested restricted stock units under the Cavium Plans.

On April 20, 2021, Marvell Technology, Inc.

filed a new registration statement to cover any shares remaining under the plan.

Cavium 2016 EIP

The Cavium 2016 EIP was adopted by Cavium on June 15, 2016 and was intended as the successor to and continuation of Cavium 2007 EIP.

The Cavium 2016 EIP provided for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards and other stock awards, which may be granted to employees, directors and consultants.

Awards under the Cavium 2016 EIP generally vest over four years and expire seven to ten years from the date of grant.

Following the effective date, no additional awards were granted under the Cavium 2007 EIP.

Cavium 2007 EIP

Cavium adopted the Cavium 2007 EIP in May 2007 upon completion of its initial public offering.

The Cavium 2007 EIP provided for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards, and other forms of equity compensation and performance cash awards, all of which may be granted to employees (including officers), directors, and consultants or affiliates.

Awards granted under the Cavium 2007 EIP vest at the rate specified by the plan administrator, for stock options, typically with 1/8th of the shares vesting six months after the date of grant and 1/48th of the shares vesting monthly thereafter over the next three and one half years and for restricted stock unit awards typically with quarterly vesting over four years .

Awards expire seven to ten years from the date of grant.

QLogic 2005 Plan

The QLogic 2005 Plan was assumed and registered by Cavium upon its completion of acquisition of QLogic Corporation on August 16, 2016.

The QLogic 2005 Plan provided for the issuance of restricted stock unit awards, incentive and non-qualified stock options, and other stock-based incentive awards.

Restricted stock unit awards granted pursuant to the QLogic 2005 Plan to employees subject to a service condition generally vest over four years from the date of grant.

Stock options granted pursuant to the QLogic 2005 Plan to employees have ten-year terms and generally vest over four years from the date of grant.

The shares of common stock underlying the deferred grants will be distributed at the earliest of the employee’s specified future settlement date or upon separation from service, a change in control, or death or disability.

Outside Director Equity Compensation Policy

In September 2016, the Company’s Board of Directors approved an Outside Director Equity Compensation Policy that governs the grant of equity awards to non-employee directors under the Option Plan.

Under the current Outside Director Compensation Policy, each outside director, upon appointment to fill a vacancy on the board or in connection with election at an annual meeting of stockholders, will be granted an RSU award under the Option Plan.

The RSU award vests 100 % on the earlier of the date of the next annual meeting of stockholders or the one-year anniversary of the date of grant.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Aquantia Plans Assumed

In accordance with the Aquantia merger agreement, certain outstanding options to purchase shares of Aquantia common stock and certain restricted stock units with respect to Aquantia common stock, each granted under Aquantia 2017 Equity Incentive Plan (“Aquantia 2017 EIP”), Aquantia 2015 Equity Incentive Plan (“Aquantia 2015 EIP”) and Aquantia 2004 Equity Incentive Plan (“Aquantia 2004 EIP”), the “Aquantia Plans” were assumed by the Company and converted into options to purchase common stock of the Company and restricted stock units with respect to common stock of the Company, respectively.

Marvell Technology Group Ltd.

filed a registration statement on September 19, 2019 to register 2,128,823 common stock of the Company, issuable under the Aquantia plans, comprised of 805,965 common stock issuable pursuant to outstanding but unexercised options under the Aquantia Plans and 1,322,858 common stock issuable pursuant to outstanding unvested restricted stock units under the Aquantia Plans.

On April 20, 2021, Marvell Technology, Inc.

filed a new registration statement to cover any shares remaining under the plan.

Inphi Acquisition-related Equity Awards and the Inphi 2010 EIP

Following the Inphi acquisition and in accordance with the Inphi merger agreement, certain outstanding options to purchase shares of Inphi common stock and certain restricted stock units with respect to Inphi common stock, each granted under the Inphi Amended and Restated 2010 Stock Incentive Plan (“Inphi 2010 EIP”), were assumed by the Company and converted into options to purchase common stock of the Company and restricted stock units with respect to common stock of the Company, respectively.

The Company filed a registration statement on April 20, 2021 to register 10,301,589 common stock of the Company, issuable under the Inphi 2010 EIP, comprised of 127,249 common stock issuable pursuant to outstanding but unexercised options under the Inphi 2010 EIP, 10,040,693 common stock issuable pursuant to outstanding unvested restricted stock units under the Inphi 2010 EIP, and 133,647 common stock issuable pursuant to outstanding unvested performance stock units under the Inphi 2010 EIP.

The Inphi 2010 EIP was adopted by Inphi on June 7, 2010.

The 2010 Plan provided for the grants of restricted stock, stock appreciation rights and stock unit awards to employees, non-employee directors, advisors and consultants.

Awards under the Inphi 2010 EIP generally vest over 3 to 4 years.

The awards under the Inphi 2010 EIP assumed by the Company in the Inphi acquisition were measured at the acquisition date based on the estimated fair value of $ 589.7 million.

Assumed Employee Stock Compensation Plans

In connection with past acquisitions, the Company assumed equity incentive plans of certain acquired companies (collectively “the Assumed Plans”), and the equity awards assumed in connection with each acquisition were granted from their respective assumed plans.

The assumed equity awards will be settled in shares of the Company’s common stock and will retain the terms and conditions under which they were originally granted.

No additional equity awards will be granted under the Assumed Plans.

In connection with the Inphi acquisition, the awards under the Assumed Plans were measured at the acquisition date based on the estimated fair value of $ 589.7 million.

A portion of that fair value, $ 161.7 million, which represented the pre-acquisition service provided by employees to Inphi, was included in the total consideration transferred as part of the acquisition.

As of the acquisition date, the remaining portion of the fair value of those awards was $ 428.0 million, representing post-acquisition stock-based compensation expense that will be recognized as these employees provide service over the remaining vesting periods.

Innovium Acquisition-related Equity Awards and the Innovium 2015 EIP

Following the Innovium acquisition and in accordance with the Innovium merger agreement, certain outstanding options to purchase shares of Innovium common stock and certain restricted stock units with respect to Innovium common stock, each granted under the Innovium Amended and Restated 2015 Stock Incentive Plan (“Innovium 2015 EIP”), were assumed by the Company and converted into options to purchase common stock of the Company and restricted stock units with respect to common stock of the Company, respectively .

The Company filed a registration statement on October 5, 2021 to register 1,232,805 common stock of the Company, issuable under the Innovium 2015 EIP, comprised of 421,648 common stock issuable pursuant to outstanding but unexercised options under the Innovium 2015 EIP and 811,157 common stock issuable pursuant to outstanding unvested restricted stock units under the Innovium 2015 EIP.

The Innovium 2015 EIP was adopted by Innovium on January 2015 and amended and restated in September 2020.

The Innovium 2015 EIP provided for the grants of restricted stock, stock appreciation rights and stock unit awards to employees, non-employee directors, advisors and consultants.

Awards under the Innovium 2015 EIP generally vest over 3 to 4 years.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The awards under the Innovium 2015 EIP assumed by the Company in the Innovium acquisition were measured at the acquisition date based on the estimated fair value of $ 80.9 million.

In connection with Innovium acquisition, the awards under the Assumed Plans were measured at the acquisition date based on the estimated fair value of $ 80.9 million.

A portion of that fair value, $ 39.8 million, which represented the pre-acquisition service provided by employees to Innovium, was included in the total consideration transferred as part of the acquisition.

As of the acquisition date, the remaining portion of the fair value of those awards was $ 41.1 million, representing post-acquisition stock-based compensation expense that will be recognized as these employees provide service over the remaining vesting periods.

Outside Director Equity Compensation Policy

In September 2016, the Company’s Board of Directors approved the termination of the 2007 Directors’ Stock Incentive Plan, that was initially adopted in October 2007, and it approved a new Outside Director Equity Compensation Policy that governs the grant of equity awards to non-employee directors under the Option Plan.

At the annual meeting of stockholders held in June 2015, the stockholders approved an amendment to the Option Plan to enable a full range of awards to be granted to non-employee directors.

In no event shall an outside director be awarded an annual RSU award for more than 20,000 shares.

The RSU award vests 100 % on the earlier of the date of the next annual meeting of stockholders or the one-year anniversary of the date of grant.

Employee Stock Purchase Plan

Under the 2000 Employee Stock Purchase Plan, as amended and restated on April 2, 2021 (the “ESPP”), participants purchase the Company’s stock using payroll deductions, which may not exceed 15 % of their total cash compensation.

Pursuant to the terms of the current ESPP, the “look-back” period for the stock purchase price is 24 months.

Offering and purchase periods begin on December 8 and June 8 of each year.

Participants enrolled in a 24 -month offering period will continue in that offering period until the earlier of the end of the offering period or the reset of the offering period.

A reset occurs if the fair market value of the Company’s common stock on any purchase date is less than it was on the first day of the offering period.

Participants in a 24 -month offering period will be granted the right to purchase common stock at a price per share that is 85 % of the lesser of the fair market value of the shares at (i) the participant’s entry date into the two-year offering period or (ii) the end of each six-month purchase period within the offering period.

The ESPP provides for a 24 -month offering period, with four six-month purchase periods.

Participants are granted the right to purchase common stock at a price per share that is 85 % of the lesser of the fair market value of the common stock at (i) the participant’s enrollment date into the two-year offering period or (ii) the end of each six-month purchase period within the offering period.

Under the ESPP, a total of 2.4 million shares were issued in fiscal 2024 at a weighted-average price of $ 35.57 per share, a total of 2.3 million shares were issued in fiscal 2023 at a weighted-average price of $ 37.52 per share, and a total of 2.4 million shares were issued in fiscal 2022 at a weighted-average price of $ 31.96 per share.

As of January 28, 2023, there was $ 104.1 million of unamortized compensation cost related to the ESPP.

As of January 28, 2023, approximately 43.9 million shares remained available for future issuance under the ESPP.

As of February 3, 2024, there was $ 42.7 million of unamortized compensation cost related to the ESPP.

As of February 3, 2024, approximately 41.5 million shares remained available for future issuance under the ESPP.

Summary of Stock-Based Compensation Expense

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Total stock-based compensation $ 609.8 $ 552.4 $ 477.5

The income tax benefit recognized from stock-based compensation expense was $ 89.9 million and $ 71.8 million for the year ended January 28, 2023 and January 29, 2022, respectively.

There were no income tax benefits recognized from stock-based compensation expense in the year ended January 30, 2021.

Stock-based compensation capitalized in inventory was $ 20.3 million at January 28, 2023, $ 18.4 million at January 29, 2022 and $ 3.8 million at January 30, 2021.

The income tax benefit related to equity awards vested or exercised was $ 21.7 million and $ 63.0 million during the year ended January 28, 2023 and January 29, 2022, respectively.

There were no income tax benefits related to equity awards vested or exercised in the year ended January 30, 2021.

The income tax benefit recognized from stock-based compensation expense was $ 95.3 million, $ 89.9 million and $ 71.8 million for the year ended February 3, 2024, January 28, 2023 and January 29, 2022, respectively.

Stock-based compensation capitalized in inventory was $ 18.2 million at February 3, 2024, $ 20.3 million at January 28, 2023 and $ 18.4 million at January 29, 2022.

The income tax benefit related to equity awards vested or exercised was $ 24.3 million $ 21.7 million and $ 63.0 million during the year ended February 3, 2024, January 28, 2023 and January 29, 2022, respectively.

MARVELL TECHNOLOGY, INC.

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Restricted Stock and Stock Unit Awards

A summary of restricted stock and stock unit activity, which includes time-based, performance-based, market-based, or market-based & performance-based restricted stock units, is as follows (in millions, except per-share amounts):

Time-Based Performance-Based Market-Based Market-Based & Performance-Based Total

Shares Weighted-Average

Fair Value Number of

Shares Weighted-Average

Fair Value Number of

A summary of restricted stock and stock unit activity for time-based and performance-based awards is as follows (in millions, except per share amounts):

Time-Based Performance-Based

Shares Weighted-Average

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Shares Weighted-Average

Fair Value Number of

Shares Weighted-

Balance at February 1, 2020 15.3 $ 21.34 0.5 $ 17.71 3.9 $ 15.83 — $ — 19.7 $ 20.15

Granted 7.4 $ 26.18 0.2 [1] $ 14.13 1.0 [2] $ 33.35 — $ — 8.6 $ 26.80

Vested ( 9.3 ) $ 21.28 ( 0.4 ) $ 14.11 ( 0.3 ) $ 14.60 — $ — ( 10.0 ) $ 20.79

Canceled/Forfeited ( 2.1 ) $ 22.89 — $ 21.32 ( 0.3 ) $ 18.86 — $ — ( 2.4 ) $ 22.39

Balance at January 30, 2021 11.3 $ 24.27 0.3 $ 21.06 4.3 $ 19.77 — $ — 15.9 $ 23.00

Assumed upon acquisition [3] 10.9 $ 46.40 0.1 $ 45.67 — $ — — $ — 11.0 $ 46.39

Granted 6.7 $ 55.47 0.2 [1] $ 65.36 0.7 [2] $ 51.85 — $ — 7.6 $ 55.31

Vested ( 9.7 ) $ 32.34 ( 0.1 ) $ 45.67 ( 2.9 ) $ 12.50 — $ — ( 12.7 ) $ 27.95

Canceled/Forfeited ( 2.0 ) $ 36.61 ( 0.3 ) $ 21.06 ( 0.1 ) $ 35.19 — $ — ( 2.4 ) $ 34.84

Balance at January 29, 2022 17.2 $ 44.42 0.2 $ 65.36 2.0 $ 41.18 — $ — 19.4 $ 44.23

Unvested Balance at January 28, 2023 15.5 $ 51.71 3.1 $ 47.51

Granted 14.2 $ 41.50 3.3 $ 37.78

1 unchanged sentence

Canceled/Forfeited ( 2.4 ) $ 48.76 ( 0.2 ) $ 50.76

Balance at January 28, 2023 15.5 $ 51.71 0.2 $ 65.36 1.5 $ 46.20 1.4 $ 47.07 18.6 $ 51.02

[1] Amount represents the number of restricted stock unit goal shares.

[2] Amount represents the target number of restricted stock units at grant date and restricted stock unit goal shares.

[3] See “Note 7 – Business Combinations” for additional information.

The aggregate intrinsic value of restricted stock units expected to vest as of January 28, 2023 was $ 824.0 million.

The number of restricted stock units that are expected to vest is 18.6 million shares.

The Company’s closing stock price of $ 44.25 as reported on the Nasdaq Global Select Market as of January 28, 2023 was used to calculate the aggregate intrinsic value for the restricted stock units.

As of January 28, 2023, unamortized compensation expense related to restricted stock units was $ 699.2 million.

The unamortized compensation expense for restricted stock units will be amortized on a straight-line basis and is expected to be recognized over a weighted-average period of 1.95 years.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Unvested Balance at February 3, 2024 16.2 $ 46.36 4.6 $ 44.17

The aggregate intrinsic value of RSUs vested and expected to vest as of February 3, 2024 was $ 1.1 billion.

The weighted-average grant date fair value for RSUs granted was $ 41.50 , $ 55.73 and $ 55.47 for the year ended February 3, 2024, January 28, 2023 and January 29, 2022, respectively.

The total fair value of RSUs vested during the year ended February 3, 2024, January 28, 2023 and January 29, 2022 was $ 523.7 million, $ 519.6 million and $ 313.3 million, respectively.

As of February 3, 2024, unamortized compensation expense related to RSUs was $ 688.6 million, which is expected to be recognized over a weighted-average period of 2.0 years.

The aggregate intrinsic value of PRSUs vested and expected to vest as of February 3, 2024 was $ 309.1 million.

The weighted-average grant date fair value for PRSUs granted was $ 37.78 , $ 45.40 and $ 52.97 for the year ended February 3, 2024, January 28, 2023 and January 29, 2022, respectively.

The total fair value of PRSUs vested during the year ended February 3, 2024, January 28, 2023 and January 29, 2022 was $ 56.0 million, $ 38.5 million and $ 42.5 million, respectively.

As of February 3, 2024, unamortized compensation expense related to PRSUs was $ 127.8 million, which is expected to be recognized over a weighted-average period of 2.0 years.

Stock Option Awards

Option Plan and Stock Award Activity

Stock option activity under the Company’s Option Plan and other stock incentive plans mentioned above (excluding the ESPP) is included in the following table (in millions, except for per share amounts):

Shares Weighted-

Balance at February 1, 2020 4.2 $ 12.44

Granted — $ —

Exercised ( 1.3 ) $ 11.63

Canceled/Forfeited — $ 12.88

Balance at January 30, 2021 2.9 $ 12.81

Assumed upon acquisition* 0.5 $ 6.97

Granted — $ —

Exercised ( 0.9 ) $ 10.43

Canceled/Forfeited ( 0.1 ) $ 9.80

Price Weighted-

Contractual Term (Years)

Balance at January 28, 2023 1.9 $ 12.80 1.8 $ 60.2

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Canceled/Forfeited — $ —

Balance at Balance at January 28, 2023 1.9 $ 12.80

Balance at Vested or expected to vest at January 28, 2023 1.9

* See “Note 7 – Business Combinations” for more information.

For stock options vested and expected to vest at January 28, 2023, the aggregate intrinsic value was $ 60.2 million.

For stock options exercisable at January 28, 2023, the aggregate intrinsic value was $ 60.2 million.

The aggregate intrinsic value of stock options exercised during fiscal 2023, 2022 and 2020 was $ 21.5 million, $ 43.3 million and $ 25.1 million respectively.

The Company’s closing stock price of $ 44.25 as reported on the Nasdaq Global Select Market as of January 28, 2023 was used to calculate the aggregate intrinsic value for all in-the-money options.

Outstanding options and exercisable options information by range of exercise prices as of January 28, 2023 was as follows:

Outstanding Options Exercisable Options

Exercise Prices Number of

(in millions) Weighted-

Contractual Term

(in years) Weighted-

Exercise Price Number of

(in millions) Weighted-

Exercise Price

$ 2.39 $ 9.80 0.2 3.71 $ 7.62 0.2 $ 7.62

$ 10.76 $ 10.76 0.6 0.25 $ 10.76 0.6 $ 10.76

$ 10.89 $ 13.96 0.2 1.88 $ 12.57 0.2 $ 12.57

Balance at February 3, 2024 0.7 $ 14.00 1.8 $ 38.6

Exercisable at February 3, 2024

0.7 $ 14.00 1.8 $ 38.6

Vested or expected to vest at February 3, 2024

0.7 $ 14.00 1.8 $ 38.6

Total 1.9 1.76 $ 12.79 1.9 $ 12.79

As of January 28, 2023, the unamortized compensation expense for stock options was less than $ 0.1 million.

The unamortized compensation expense for options will be amortized on a straight-line basis and is expected to be recognized over a weighted-average period of 0.10 years.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The aggregate intrinsic value of stock options exercised during the year ended February 3, 2024, January 28, 2023 and January 29, 2022 was $ 43.5 million, $ 21.5 million and $ 43.3 million respectively.

Valuation of Employee Stock-Based Awards

The expected volatility for awards granted during fiscal 2024, 2023 and 2022 was based on historical stock price volatility.

The expected dividend yield is calculated by dividing the current annualized dividend by the closing stock price on the date of grant of the option.

There were no options granted in fiscal 2023, 2022 and 2021 except for the ones the Company assumed from the Inphi and Innovium acquisitions as described above.

The expected dividend yield is calculated by dividing the current annualized dividend by the closing stock price on the date of grant of the option or award.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

There were no options granted in fiscal 2024, 2023 and 2022 except for the ones the Company assumed from the Inphi and Innovium acquisitions.

The following weighted-average assumptions were used for each respective period to calculate the fair value of common stock to be issued under the ESPP on the date of grant using the Black-Scholes option pricing model:

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Expected dividend yield 0.4 % 0.6 % 0.4 %

The following weighted-average assumptions were used for each respective period to calculate the fair value of common stock to be issued under TSR RSUs and Enhanced TSR RSUs performance awards on the date of grant using the Monte Carlo pricing model:

The following weighted-average assumptions were used for each respective period to calculate the fair value of common stock to be issued under PRSU awards on the date of grant using the Monte Carlo pricing model:

2024 January 28,

2023 January 29,

TSR RSUs and Enhanced TSR RSUs:

Expected term (in years) 3.5 3.0 3.0

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The Company made matching contributions to employees of $ 15.5 million in fiscal 2024, $ 15.9 million in fiscal 2023 and $ 14.5 million in fiscal 2022.

As of January 28, 2023, the 401(k) plan offers a variety of investment alternatives, representing different asset classes.

As of February 3, 2024, the 401(k) plan offers a variety of investment alternatives, representing different asset classes.

Employees may not invest in the Company’s common stock through the 401(k) plan.

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In connection with these plans, the Company made contributions on behalf of employees totaling $ 11.4 million, $ 11.3 million and $ 11.0 million during fiscal 2024, 2023 and 2022, respectively.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 13 — Income Taxes

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operations ( 375.4 ) 537.8 137.7

Income (loss) before income taxes

$ ( 758.7 ) $ 85.1 $ ( 483.5 )

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The provision (benefit) for income taxes consists of the following (in millions):

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Foreign 27.0 137.1 30.7

Total current income tax provision (benefit) 198.2 31.4 ( 5.4 )

Total current income tax provision

23.9 198.2 31.4

Deferred income tax provision (benefit):

4 unchanged sentences

Total provision (benefit) for income taxes $ 174.7 $ 248.6 $ ( 62.5 )

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

During fiscal 2022 a new Delaware corporation became the parent of the Company.

Prior to that, the Company consisted of a Bermuda parent holding company with various foreign and U.S.

subsidiaries.

The applicable statutory rate in the U.S.

is 21 % for the Company for fiscal 2023 and was 21 % for the Company for fiscal 2022.

The applicable statutory rate in Bermuda was zero for the Company for fiscal 2021.

For purposes of the reconciliation between the provision (benefit) for income taxes at the statutory rate and the effective tax rate, a U.S.

statutory tax rate of 21% for fiscal years 2023, 2022 and 2021 is applied as follows:

The income tax expense (benefit) differs from the amount computed by applying the U.S.

federal statutory rate of 21% to income (loss) before income taxes as follows (in millions):

2024 January 28,

2023 January 29,

Provision at U.S.

Provision (benefit) at U.S.

statutory rate

$ ( 159.3 ) $ 17.9 $ ( 101.5 )

State taxes, net of federal benefit 2.5 ( 13.8 ) ( 8.1 )

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220.0 194.4 54.1

Non-deductible compensation 15.1 47.9 4.1

Stock-based compensation ( 2.0 ) ( 70.9 ) —

Singapore incentive rate extension 213.6 — —

Change in federal valuation allowance 92.4 ( 73.8 ) 62.7

Federal research and development credits ( 88.0 ) ( 96.1 ) ( 60.7 )

Stock-based compensation ( 0.5 ) ( 2.0 ) ( 70.9 )

Non-deductible compensation 15.8 15.1 47.9

Intellectual property transaction

Uncertain tax positions 1.0 ( 16.5 ) ( 1.5 )

Change in federal valuation allowance ( 73.8 ) 62.7 49.3

Transaction costs 0.4 5.7 —

Federal tax attribute expiration — 5.8 —

Singapore incentive rate extension — 213.6 —

Transaction costs — 0.4 5.7

Israel income tax recapture — 18.3 —

Other 6.0 1.3 8.1

Income tax provision (benefit) $ 248.6 $ ( 62.5 ) $ ( 44.9 )

Total provision (benefit) for income taxes

$ 174.7 $ 248.6 $ ( 62.5 )

The income tax expense for fiscal 2024 differs from the U.S.

federal statutory rate of 21% primarily due to the remeasurement of Singapore deferred taxes upon extension of the Company’s tax incentive in Singapore, which is discussed in more detail below, tax benefits attributable to a net reduction of unrecognized tax benefits as a result of settled income tax audits in combination with the lapsing of statute of limitations, offset by foreign income inclusions in the U.S., and a tax expense related to the recapture of Israel corporate income taxes.

federal statutory rate of 21% as a result of foreign income inclusions in the U.S., a portion of the Company’s earnings or losses being taxed or benefited at rates lower than the U.S.

statutory rate, research and development credit generation, and disallowed deductions related to non-deductible compensation.

Further, during fiscal 2024, guidance was issued by the U.S.

Internal Revenue Service in connection with the capitalization of research and development expenditures.

As a result of this guidance, certain costs are currently deductible rather than capitalizable, which resulted in a reduction to the Company’s income tax payable and an increase in its deferred tax assets for which the Company maintains a full valuation allowance.

The income tax expense for fiscal 2023 differs from the U.S.

federal statutory rate of 21% primarily due to the remeasurement of Singapore deferred taxes upon extension of the Company’s tax incentive in Singapore, tax benefits attributable to a net reduction of unrecognized tax benefits as a result of settled income tax audits in combination with the lapsing of statute of limitations, offset by foreign income inclusions in the U.S., and a tax expense related to the recapture of certain Israel corporate income taxes.

The income tax expense for fiscal 2023 is also impacted by a substantial portion of the Company’s earnings, or in some cases, losses being taxed or benefited at rates lower than the U.S.

statutory rate, stock-based compensation tax benefits, and disallowed deductions related to non-deductible compensation.

The 2017 Tax Cuts and Jobs Act (“TCJA) changed the manner in which multinational companies are taxed on foreign operations.

The 2017 TCJA also included a provision requiring the capitalization of R&D expenditures, which became effective as of the Company’s fiscal 2023.

The effect of these provisions, in tandem, results in a significant increase in foreign income inclusion in the U.S., which is predominantly offset by increased R&D credit utilization in the U.S., resulting in a release of valuation allowances associated with the R&D credits.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The income tax benefit for fiscal 2022 differs from the U.S.

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and non-deductible compensation.

The tax benefits from stock-based compensation and increased foreign income inclusions in fiscal 2022 were primarily the result of the parent company being a US-based company during fiscal 2022, as opposed to a Bermuda-based company in prior years.

The income tax benefit for fiscal 2021 differed from the U.S.

federal statutory rate of 21% primarily due to pretax losses of subsidiaries with income tax rates that differ from the U.S.

statutory tax rate, combined with a net reduction of unrecognized tax benefits inclusive of interest and penalties, offset by tax expense attributable to non-deductible compensation.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Deferred tax assets consist of the following (in millions):

Deferred tax assets and liabilities consist of the following (in millions):

2024 January 28,

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Intangible assets 580.0 684.7

Reserves and accruals 40.6 52.4

Stock-based compensation 24.6 35.1

Lease liabilities 44.9 49.7

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Total deferred tax liabilities ( 523.6 ) ( 732.3 )

Net deferred tax assets (liabilities) $ 401.7 $ 459.0

The deferred tax assets and liabilities based on tax jurisdictions are presented on our consolidated balance sheet as follows:

Net deferred tax assets

$ 253.2 $ 401.7

The deferred taxes reflected above for fiscal 2024 include the impact of the IRS guidance issued in December 2023 related to R&D capitalization.

The fiscal 2023 deferred tax amount related to capitalized R&D of $ 253.8 million was reversed in full and R&D tax credits of $ 111.2 million were reinstated, along with associated valuation allowances of $ 111.2 million.

The deferred tax assets and liabilities based on tax jurisdictions are presented on the Company’s consolidated balance sheets as follows (in millions):

2024 January 28,

1 unchanged sentence

Non-current deferred tax liabilities ( 58.7 ) ( 64.2 )

Net deferred tax assets (liabilities) $ 401.7 $ 459.0

Net deferred tax assets

$ 253.2 $ 401.7

The ultimate realization of deferred tax assets depends upon the generation of future taxable income during the periods in which those assets become deductible or creditable.

2 unchanged sentences

The Company considers all available evidence such as its earnings history including the existence of cumulative income or losses, reversals of taxable temporary differences, projected future taxable income, and tax planning strategies.

In jurisdictions where the Company has cumulative losses, the Company has provided for a full valuation allowance on deferred tax assets.

In the U.S., and in certain foreign jurisdictions, the Company has deferred tax assets for which partial valuation allowances have been established.

After weighing all available evidence, particularly the earnings history and forecasts of future taxable income in each respective jurisdiction, as well as its history of tax credits expiring unused, the Company determined that negative evidence outweighed positive evidence with respect to the ability to realize federal, state, and foreign research and development and other tax credits, as well as certain other foreign deferred tax assets.

The valuation allowance decreased by $ 41.7 million from fiscal 2022, primarily as a result of R&D credit utilization in the U.S.

The valuation allowance increased by $ 137.3 million from fiscal 2023, primarily as a result of re-established R&D credits based on IRS guidance on R&D capitalization issued in December 2023.

The Company maintains a valuation allowance on its U.S.

3 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of January 28, 2023, the Company had net operating loss carryforwards available to offset future taxable income of approximately $ 846.8 million, $ 840.5 million, $ 212.5 million and $ 56.3 million for U.S.

As of February 3, 2024, the Company had net operating loss carryforwards available to offset future taxable income of approximately $ 629.7 million, $ 818.3 million, $ 243.9 million and $ 2.1 million for U.S.

federal, state of California, other U.S.

states, and foreign purposes, respectively.

If not utilized, the federal loss carryforwards begin to expire in fiscal year 2032, and the California carryforwards begin to expire in fiscal year 2027.

If not utilized, the federal loss carryforwards begin to expire in fiscal 2032, and the California carryforwards begin to expire in fiscal 2027.

The majority of the Company’s foreign losses carry forward indefinitely.

The Company also had federal research and other tax credit carryforwards of approximately $ 621.4 million, which begin to expire in fiscal 2025.

As of January 28, 2023, the Company also had California research tax credit carryforwards of approximately $ 652.5 million, which can be carried forward indefinitely.

As of February 3, 2024, the Company also had California research tax credit carryforwards of approximately $ 698.7 million, which can be carried forward indefinitely.

In addition, the Company has research and other tax credit carryforwards of approximately $ 43.1 million in other U.S.

18 unchanged sentences

Lapse in the statute of limitations ( 1.8 ) ( 8.6 ) ( 5.6 )

Foreign exchange (gain) loss ( 0.3 ) ( 0.5 ) 1.6

Foreign exchange gain

( 0.5 ) ( 0.3 ) ( 0.5 )

Gross amounts of unrecognized tax benefits as of the end of the period $ 476.5 $ 317.5 $ 334.0

Included in the balances as of January 28, 2023 is $ 216.7 million of unrecognized tax benefits that would affect the effective income tax rate if recognized.

During the year ended January 28, 2023, the Company decreased its unrecognized tax benefits by $ 16.5 million primarily as a result of settled income tax audits.

Of th e gross unrecognized tax benefits in the table above, $ 297.2 million , $ 296.7 million, and $ 221.7 million are offset against deferred tax assets in the consolidated balance sheets as of January 28, 2023, January 29, 2022 and January 30, 2021, respectively.

The amounts in the table above do not include related interest and penalties.

The amount of interest and penalties accrued was approximately $ 3.2 million, $ 3.9 million, and $ 4.0 million as of January 28, 2023, January 29, 2022, and January 30, 2021, respectively.

The Company’s policy is to recognize interest and penalties as a component of income tax expense.

The Company has recorded $ 476.5 million of gross unrecognized tax benefits as of February 3, 2024, of which $ 196.0 million would affect the Company’s effective income tax rate if recognized.

$ 239.9 million of the Company’s gross unrecognized tax benefits as of February 3, 2024 relate to income tax positions which, if recognized, would increase deferred tax assets that are subject to valuation allowances.

The total amount of interest and penalties accrued was approximately $ 3.8 million, $ 3.2 million, and $ 3.9 million as of February 3, 2024, January 28, 2023, and January 29, 2022, respectively.

The consolidated statements of operations for fiscal 2024, 2023, and 2022 included accruals of $ 1.3 million, $ 1.6 million, and $ 0.6 million, respectively, of interest and penalties related to unrecognized tax benefits.

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The examination of tax liabilities in each of these jurisdictions requires the interpretation and application of complex and sometimes uncertain tax laws and regulations.

As of January 28, 2023, the Company is subject to examination in material jurisdictions including China, India, Israel, Singapore, Germany, and the United States for fiscal years 2003 through 2023.

As of February 3, 2024, the Company is subject to examination in material jurisdictions including China, India, Israel, Singapore, Germany, and the United States for fiscal 2003 through 2024.

During the next 12 months, it is reasonably possible that the amount of unrecognized tax benefits could increase or decrease significantly due to changes in tax law in various jurisdictions, new tax audits and changes in the U.S.

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

Excluding these factors, uncertain tax positions may decrease by $ 1.9 million from the lapse of the statutes of limitations in various jurisdictions during the next 12 months.

Excluding these factors, the Company does not expect a material decrease to its uncertain tax positions as a result of the lapse of the statutes of limitations in various jurisdictions during the next 12 months.

MARVELL TECHNOLOGY, INC.

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During the first quarter of fiscal 2023, the EDB agreed to extend the Company’s DEI by five years , through June 30, 2029.

As a result of the DEI extension, the Company’s Singapore deferred taxes were remeasured based on their expected future reversals at a lower incentive tax rate, resulting in a $ 213.6 million reduction to our net deferred tax assets in Singapore and a corresponding increase in our deferred income tax expense in that period.

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

In fiscal 2023, no Singapore tax incentive net tax benefits were recorded.

In fiscal 2024 and 2023, no Singapore tax incentive net tax benefits were recorded.

In fiscal 2022, tax savings associated with this tax incentive were approximately $ 11.8 million, which if paid would impact the Company’s earnings per share by $ 0.01 per share.

There was no such benefit in fiscal 2021.

Marvell Israel (M.I.S.L) Ltd., is entitled to certain tax benefits under the Israeli Encouragement of Investments Law (“Encouragement Law”) Special Technology Enterprise Regime, which includes reduced corporate income tax rates, subject to various operating requirements and other conditions.

In fiscal 2023, tax savings associated with this program were approximately $ 11.2 million, which if paid, would impact the Company’s earnings per share by $ 0.01 per share in fiscal 2023.

There was no tax benefit in fiscal 2022, and 2021.

The Company’s principal source of liquidity as of January 28, 2023 consisted of approximately $ 911.0 million of cash and cash equivalents, of which approximately $ 642.0 million was held by subsidiaries outside of the United States.

In fiscal 2024, tax savings associated with this program were approximately $ 8.7 million, which if paid, would impact the Company’s earnings per share by $ 0.01 per share.

In fiscal 2023, tax savings associated with this program were approximately $ 11.2 million, which if paid, would impact the Company’s earnings per share by $ 0.01 per share.

There was no tax benefit in fiscal 2022.

The Company’s principal source of liquidity as of February 3, 2024 consisted of approximately $ 950.8 million of cash and cash equivalents, of which approximately $ 744.1 million was held by subsidiaries outside of the United States.

In addition, the Company has an undrawn revolving credit facility of $ 1.0 billion.

The Company has not recognized a deferred tax liability on $ 154.0 million of assets held by subsidiaries as such amounts are deemed to be indefinitely reinvested.

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

Anti-dilutive potential shares from stock-based awards are excluded from the calculation of diluted earnings per share for the years ended January 28, 2023, January 29, 2022, and January 30, 2021 due to the net losses reported in those periods.

Anti-dilutive potential shares from stock-based awards are excluded from the calculation of diluted earnings per share for the years ended February 3, 2024, January 28, 2023, and January 29, 2022 due to the net losses reported in those periods.

Note 15 — Segment and Geographic Information

29 unchanged sentences

Cash and cash equivalents $ 950.8 $ 911.0

Short-term, highly liquid investments of $ 150.7 million and $ 177.6 million as of January 28, 2023 and January 29, 2022, 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.

Short-term, highly liquid investments of $ 2.6 million and $ 150.7 million as of February 3, 2024 and January 28, 2023, 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.

2024 January 28,

2 unchanged sentences

Doubtful accounts

( 2.0 ) ( 2.1 )

Accounts receivable, net $ 1,121.6 $ 1,192.2

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 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 $ 335.7 million for the year ended February 3, 2024, of which $ 155.9 million remained subject to servicing by the Company as of February 3, 2024.

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

2024 January 28,

2 unchanged sentences

Inventories $ 864.4 $ 1,068.3

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

2024 January 28,

13 unchanged sentences

Prepaid ship and debit $ 547.6 $ 481.3

Technology and other licenses (1) 439.5 490.2

Technology licenses (1)

Prepayments on supply capacity reservation agreements 302.5 282.3

3 unchanged sentences

Other non-current assets $ 1,506.9 $ 1,508.8

(1) Amortization of technology and other licenses was $ 189.5 million, $ 149.5 million and $ 99.3 million in fiscal 2023, 2022 and 2021, respectively.

(1) Amortization of technology licenses was $ 177.1 million, $ 189.5 million and $ 149.5 million in fiscal 2024, 2023 and 2022, respectively.

2024 January 28,

1 unchanged sentence

Variable consideration estimates (1) $ 610.7 $ 572.8

Accrued income tax payable 118.4 23.3

Technology license obligations 105.7 119.1

1 unchanged sentence

Deferred revenue 43.2 45.2

Lease liabilities - current portion 43.8 38.2

Accrued interest payable 41.3 22.1

Lease liabilities - current portion 39.4 43.8

Accrued warranty expense

Deferred non-recurring engineering credits 21.7 20.0

Accrued royalty 16.0 17.4

Accrued income tax payable 17.8 118.4

Other 51.1 46.2

Accrued liabilities $ 1,032.9 $ 1,092.0

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

(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.

2024 January 28,

8 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Accumulated Other Comprehensive Loss:

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

Accumulated Other Comprehensive Income

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

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

Unrealized Gain

(Loss) on Cash

Balance at Balance at February 1, 2020 $ —

Other comprehensive income (loss) before reclassifications 1.2

Amounts reclassified from accumulated other comprehensive income (loss) ( 1.2 )

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

Balance at January 29, 2022 $ —

6 unchanged sentences

Net current-period other comprehensive income (loss), net of tax 1.1

Balance at January 28, 2023 $ —

Balance at February 3, 2024 $ 1.1

Consolidated Statements of Cash Flows

8 unchanged sentences

Unpaid purchase of property and equipment at end of year $ 80.1 $ 63.2 $ 20.7

Unpaid equity and debt financing costs $ — $ — $ 1.7

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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-K

Item 8. Financial Statements and Supplementary Data