What changed in this filing

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Item 1. Financial Statements

2024-05-31 compared with 2023-12-01 · 169 added, 262 removed, 443 unchanged (49% of the section changed)

3 unchanged sentences

(In millions, except par value per share)

2023 January 28,

2024 February 3,

Current assets:

24 unchanged sentences

Additional paid-in capital 14,760.7 14,845.3

Accumulated other comprehensive loss ( 1.4 ) —

Retained earnings 427.9 1,123.5

Accumulated other comprehensive income 0.4 1.1

Accumulated deficit ( 284.1 ) ( 16.7 )

Total stockholders’ equity 14,478.7 14,831.4

4 unchanged sentences

(In millions, except per share amounts)

Three Months Ended Nine Months Ended

2023 October 29,

2022 October 28,

2023 October 29,

Three Months Ended

2024 April 29,

Net revenue $ 1,160.9 $ 1,321.7

4 unchanged sentences

Selling, general and administrative 199.9 199.0

Legal settlement — — — 100.0

Restructuring related charges 4.1 59.9

Total operating expenses 680.1 739.6

Operating income (loss) ( 146.3 ) 105.8 ( 534.4 ) 214.7

Interest income 1.7 1.5 5.8 2.8

Operating loss ( 152.3 ) ( 182.4 )

Interest expense ( 48.8 ) ( 52.7 )

Other income, net 9.7 3.2 16.3 12.1

Interest income and other, net 3.3 2.8

Interest and other loss, net ( 45.5 ) ( 49.9 )

Income (loss) before income taxes ( 187.5 ) 65.3 ( 671.4 ) 108.3

Loss before income taxes ( 197.8 ) ( 232.3 )

Provision (benefit) for income taxes 17.8 ( 63.4 )

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

Net income (loss) per share — basic $ ( 0.19 ) $ 0.02 $ ( 0.63 ) $ ( 0.17 )

Net income (loss) per share — diluted $ ( 0.19 ) $ 0.02 $ ( 0.63 ) $ ( 0.17 )

Net loss $ ( 215.6 ) $ ( 168.9 )

Net loss per share — basic $ ( 0.25 ) $ ( 0.20 )

Net loss per share — diluted $ ( 0.25 ) $ ( 0.20 )

Weighted-average shares:

3 unchanged sentences

MARVELL TECHNOLOGY, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In millions)

Three Months Ended Nine Months Ended

2023 October 29,

2022 October 28,

2023 October 29,

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

Three Months Ended

2024 April 29,

Net loss $ ( 215.6 ) $ ( 168.9 )

Other comprehensive loss, net of tax

1 unchanged sentence

Other comprehensive loss, net of tax ( 0.7 ) ( 0.9 )

Comprehensive income (loss), net of tax $ ( 164.7 ) $ 12.5 $ ( 542.1 ) $ ( 148.9 )

Comprehensive loss, net of tax $ ( 216.3 ) $ ( 169.8 )

See accompanying notes to unaudited condensed consolidated financial statements

2 unchanged sentences

(In millions, except per share amounts)

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss

Shares Amount Retained Earnings Total

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 3.8 — 8.3 — — 8.3

Tax withholdings related to net share settlement of restricted stock units — — ( 72.6 ) — — ( 72.6 )

Stock-based compensation — — 142.2 — — 142.2

Cash dividends declared and paid ($ 0.06 per share)

— — — — ( 51.4 ) ( 51.4 )

Net loss — — — — ( 168.9 ) ( 168.9 )

Other comprehensive loss — — — ( 0.9 ) — ( 0.9 )

Balance at April 29, 2023 859.9 $ 1.7 $ 14,589.9 $ ( 0.9 ) $ 903.2 $ 15,493.9

Issuance of common stock in connection with equity incentive plans 3.4 — 52.1 — — 52.1

Tax withholdings related to net share settlement of restricted stock units — — ( 51.2 ) — — ( 51.2 )

Stock-based compensation — — 154.0 — — 154.0

Cash dividends declared and paid ($ 0.06 per share)

— — — — ( 51.7 ) ( 51.7 )

Net loss — — — — ( 207.5 ) ( 207.5 )

Other comprehensive loss — — — ( 0.1 ) — ( 0.1 )

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

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income Accumulated Deficit

Shares Amount Total

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

Issuance of common stock in connection with equity incentive plans 2.2 — 2.2 — — 2.2

4 unchanged sentences

— — — — ( 51.8 ) ( 51.8 )

— — — — ( 164.3 ) ( 164.3 )

Net loss — — — — ( 215.6 ) ( 215.6 )

Other comprehensive loss — — — ( 0.7 ) — ( 0.7 )

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

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss

Shares Amount Retained Earnings Total

Balance at May 4, 2024 865.5 $ 1.7 $ 14,760.7 $ 0.4 $ ( 284.1 ) $ 14,478.7

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Retained Earnings

Shares Amount Total

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

2 unchanged sentences

Stock-based compensation — — 142.2 — — 142.2

Repurchase of common stock ( 0.3 ) — ( 15.0 ) — — ( 15.0 )

Cash dividends declared and paid ($ 0.06 per share)

1 unchanged sentence

Net loss — — — — ( 168.9 ) ( 168.9 )

Balance at April 30, 2022 850.5 $ 1.7 $ 14,188.5 $ — $ 1,274.8 $ 15,465.0

Issuance of common stock in connection with equity incentive plans 2.9 — 48.9 — — 48.9

Tax withholdings related to net share settlement of restricted stock units — — ( 34.1 ) — — ( 34.1 )

Stock-based compensation — — 147.2 — — 147.2

Repurchase of common stock ( 0.9 ) — ( 50.0 ) — — ( 50.0 )

Cash dividends declared and paid ($ 0.06 per share)

— — — — ( 51.1 ) ( 51.1 )

Net income — — — — 4.3 4.3

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

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

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

Stock-based compensation — — 145.8 — — 145.8

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

Cash dividends declared and paid ($ 0.06 per share)

— — — — ( 51.1 ) ( 51.1 )

Net income — — — — 13.3 13.3

Other comprehensive loss — — — ( 0.9 ) — ( 0.9 )

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

Balance at April 29, 2023 859.9 $ 1.7 $ 14,589.9 $ ( 0.9 ) $ 903.2 $ 15,493.9

See accompanying notes to unaudited condensed consolidated financial statements

2 unchanged sentences

(In millions)

Nine Months Ended

2023 October 29,

Three Months Ended

2024 April 29,

Cash flows from operating activities:

4 unchanged sentences

Amortization of acquired intangible assets 264.9 270.0

Amortization of inventory fair value adjustment associated with acquisitions — 26.0

Restructuring related impairment charges 0.7 10.1

1 unchanged sentence

Other expense, net 21.8 12.8

Changes in assets and liabilities, net of acquisitions:

Changes in assets and liabilities:

Accounts receivable 239.7 191.3

8 unchanged sentences

Purchases of property and equipment ( 91.5 ) ( 99.8 )

Acquisitions, net of cash acquired ( 5.5 ) ( 103.0 )

Other, net ( 9.9 ) ( 0.1 )

8 unchanged sentences

Principal payments of debt ( 21.9 ) ( 21.9 )

Payment of equity and debt financing costs ( 7.0 ) —

Other, net — 1.0

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

Net cash provided by (used in) financing activities ( 325.7 ) 11.6

Net increase (decrease) in cash and cash equivalents ( 103.1 ) 117.3

6 unchanged sentences

The unaudited condensed consolidated financial statements of Marvell Technology, Inc.

(“MTI”), a Delaware corporation, and its wholly owned subsidiaries (the “Company”), as of and for the three and nine months ended October 28, 2023, have been prepared as required by the U.S.

(“MTI”), a Delaware corporation, and its wholly owned subsidiaries (the “Company”), as of and for the three months ended May 4, 2024, have been prepared as required by the U.S.

Securities and Exchange Commission (the “SEC”).

2 unchanged sentences

GAAP”) have been condensed or omitted as permitted by the SEC.

These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company’s fiscal year 2023 audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2023.

These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company’s fiscal 2024 audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2024.

In the opinion of management, the financial statements include all adjustments, including normal recurring adjustments and other adjustments, that are considered necessary for fair presentation of the Company’s financial position and results of operations.

2 unchanged sentences

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

These financial statements should also be read in conjunction with the Company’s critical accounting policies included in the Company’s Annual Report on Form 10-K for the year ended January 28, 2023 and those included in this Quarterly Report on Form 10-Q below.

These financial statements should also be read in conjunction with the Company’s critical accounting policies included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2024 and those included in this Quarterly Report on Form 10-Q below.

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

7 unchanged sentences

The preparation of condensed consolidated financial statements in conformity with U.S.

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.

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 assets and liabilities.

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, restructuring, income taxes, litigation and other contingencies.

4 unchanged sentences

Accounting Pronouncements Not Yet Effective

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

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.

2 unchanged sentences

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 UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Disaggregation of Revenue

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

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

Three Months Ended Nine Months Ended

2023 % of Total October 29,

2022 % of Total October 28,

2023 % of Total October 29,

Three Months Ended

2024 % of Total April 29,

2023 % of Total

7 unchanged sentences

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

Three Months Ended Nine Months Ended

2023 % of Total October 29,

2022 % of Total October 28,

2023 % of Total October 29,

Three Months Ended

2024 % of Total April 29,

2023 % of Total

2 unchanged sentences

United States 216.5 19 % 187.3 14 %

Finland 158.4 11 % 47.4 3 % 353.7 9 % 125.4 3 %

Singapore 111.3 9 % 112.3 8 %

2 unchanged sentences

Taiwan 42.6 4 % 53.8 4 %

Finland 22.4 2 % 80.1 6 %

Japan 17.3 1 % 43.8 3 %

3 unchanged sentences

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

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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

Three Months Ended Nine Months Ended

2023 % of Total October 29,

2022 % of Total October 28,

2023 % of Total October 29,

Three Months Ended

2024 % of Total April 29,

2023 % of Total

3 unchanged sentences

$ 1,160.9 $ 1,321.7

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Contract Liabilities

1 unchanged sentence

Contract liability balances are comprised of deferred revenue.

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

The amount of revenue recognized during the three months ended May 4, 2024 that was included in deferred revenue balance at February 3, 2024 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.

In accordance with the practical expedients available in the guidance, the Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less.

Sales Commissions

The Company has elected to apply the practical expedient to expense commissions when incurred as the amortization period is typically one year or less.

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

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Summary of Borrowings and Outstanding Debt

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

2023 January 28,

The following table summarizes the Company’s outstanding debt at May 4, 2024 and February 3, 2024 (in millions):

2024 February 3,

Face Value Outstanding:

2026 Term Loan - 5-Year Tranche $ 678.1 $ 700.0

2026 Term Loan - 5-Year Tranche 721.9 787.5

Term Loan Total 678.1 700.0

4.875 % MTG/MTI 2028 Senior Notes

1.650 % 2026 Senior Notes

9 unchanged sentences

Non-current portion $ 4,027.6 $ 4,058.6

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

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

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

The Company also executed a debt agreement to obtain a 5-year $ 750.0 million revolving credit facility in December 2020, replacing its previous $ 500.0 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.

On April 14, 2023, the Company entered into an agreement to amend and restate the revolving credit facility to increase the borrowing capacity to $ 1.0 billion with a 5-year term and a stated floating interest rate which equates to an adjusted term Secure Overnight Financing Rate (“SOFR”) plus an applicable margin.

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

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

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

(1) As of May 4, 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 May 4, 2024 and February 3, 2024 was 6.793 % and 6.830 %, respectively.

2024 and 2026 Term Loans

1 unchanged sentence

The 2024 and 2026 Term Loan Agreement provides for borrowings of $ 1.8 billion consisting of:

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

(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”).

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 SOFR interest rates and conform the maximum leverage ratio financial covenant with the amended and restated revolving credit 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 reserve-adjusted SOFR + 147.5 bps.

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

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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 May 4, 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 three and nine months ended October 28, 2023, the Company repaid $ 21.9 million and $ 65.6 million of the principal outstanding of the 5-Year Tranche Loan.

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

During the three months ended May 4, 2024, the Company repaid $ 21.9 million of the principal outstanding of the 5-Year Tranche Loan.

As of May 4, 2024, the Company has $ 678.1 million of 5-Year Tranche Loan borrowings outstanding.

The 2024 and 2026 Term Loan Agreement requires that the Company and its subsidiaries comply with covenants relating to customary matters, including with respect to creating or permitting certain liens, entering into sale and leaseback transactions, and consolidating, merging, liquidating or dissolving.

7 unchanged sentences

An unused commitment fee is payable quarterly based on unused balances at a rate that is based on the ratings of the Company’s senior unsecured long-term indebtedness.

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

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

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

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

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

This annual rate was 0.175 % at May 4, 2024.

As of May 4, 2024, the 2023 Revolving Credit Facility was undrawn and available for draw down through April 14, 2028.

The 2023 Revolving Credit Facility requires that the Company and its subsidiaries comply with covenants relating to customary matters.

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

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

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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

As of May 4, 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 “Senior Notes”).

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

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

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

The indenture governing the Senior Notes also contains certain limited covenants restricting the Company’s ability to incur certain liens, enter into certain sale and leaseback transactions and merge or consolidate with any other entity or convey, transfer or lease all or substantially all of the Company’s properties or assets to another person, which, in each case, are subject to certain qualifications and exceptions.

As of October 28, 2023, the Company had $ 1.0 billion Senior Notes borrowings outstanding.

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 May 4, 2024, the Company had $ 1.0 billion borrowings outstanding from 2029 and 2033 Senior Notes.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

2026, 2028, and 2031 Senior Unsecured Notes

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

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

The terms of the new notes issued in the exchange are substantially identical to the notes issued in April 2021, except that the new notes are registered under the Securities Act of 1933, as amended (the “Securities Act”) 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 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.

1 unchanged sentence

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

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

As of October 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 May 4, 2024, the Company had $ 2.0 billion borrowings outstanding from 2026, 2028 and 2031 Senior Notes.

2023 and 2028 Senior Unsecured Notes

1 unchanged sentence

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

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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

8 unchanged sentences

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

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

The MTI 2028 Notes mature on June 22, 2028.

6 unchanged sentences

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

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

As of May 4, 2024, the Company had $ 499.9 million borrowings outstanding from MTI 2028 Notes and MTG 2028 Notes.

Interest Expense and Future Contractual Maturities

During the three and nine months ended October 28, 2023, the Company recognized $ 49.6 million and $ 152.0 million, respectively, of interest expense in its unaudited condensed consolidated statements of operations related to interest, amortization of debt issuance costs and accretion of discount associated with the outstanding debt.

During the three and nine months ended October 29, 2022, the Company recognized $ 42.4 million and $ 112.7 million, respectively, of interest expense in its unaudited condensed consolidated statements of operations related to interest, amortization of debt issuance costs and accretion of discount associated with the outstanding debt.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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

During the three months ended May 4, 2024, the Company recognized $ 46.8 million of interest expense in its unaudited condensed consolidated statements of operations related to interest, amortization of debt issuance costs and accretion of discount associated with the outstanding debt.

During the three months ended April 29, 2023, the Company recognized $ 50.5 million of interest expense in its unaudited condensed consolidated statements of operations related to interest, amortization of debt issuance costs and accretion of discount associated with the outstanding debt.

As of May 4, 2024, the aggregate future contractual maturities of the Company’s outstanding debt, at face value, are as follows (in millions):

Fiscal Year Amount

7 unchanged sentences

The Company’s commitments primarily consist of wafer purchase obligations with foundry partners, supply capacity reservation payment commitments with foundries and test & assembly partners, and technology license fee obligations.

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

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Total future unconditional purchase commitments as of May 4, 2024, are as follows (in millions):

Fiscal Year Purchase Commitments to Foundries and Test & Assembly Partners

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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 UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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

The Company entered into manufacturing supply capacity reservation agreements with foundries and test & assembly suppliers in prior fiscal years.

Under these arrangements, the Company agreed to pay capacity fees or refundable deposits to the suppliers in exchange for reserved manufacturing production capacity over the term of the agreements, which ranges from 4 to 10 years .

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

During the first quarter of fiscal 2025, the Company worked with its foundry and test & assembly suppliers to amend certain manufacturing supply capacity reservation agreements, which resulted in reducing the Company’s related purchase level commitments.

The Company currently estimates that it has agreed to purchase level commitments of at le ast $ 1.2 billion of wafers, substrates, and other manufacturing products for the remainder of fiscal 2025 through fiscal 2033 under the capacity reservation agreements.

In addition, total fees and refundable deposits payable under these arrangements are $ 104.5 million for the remainder of fiscal 2024 through fiscal 2026.

In addition, total fees and refundable deposits payable under these arrangements are $ 73.5 million for the remainder of fiscal 2025 through 2026.

Such purchase commitments are summarized in the preceding table.

6 unchanged sentences

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

During the third quarter of fiscal 2023, the Company entered into a settlement agreement with a customer in relation to a contractual dispute pursuant to which the Company agreed to pay the customer $ 100.0 million over several quarters.

This amount has been paid in full.

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

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

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

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

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.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Indemnities, Commitments and Guarantees

6 unchanged sentences

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

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Intellectual Property Indemnification

6 unchanged sentences

Goodwill and Acquired Intangible Assets, Net

Goodwill represents the excess of the purchase price over the fair value of net tangible and identifiable intangible assets acquired in a business combination.

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

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

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

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination.

The carrying value of goodwill as of May 4, 2024 and February 3, 2024 was $ 11.6 billion.

Acquired Intangible Assets, Net

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

October 28, 2023

As of May 4, 2024 and February 3, 2024, net carrying amounts excluding fully amortized intangible assets were as follows (in millions, except for weighted-average remaining amortization period):

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

5 unchanged sentences

Total acquired intangible assets $ 7,837.0 $ ( 4,097.8 ) $ 3,739.2

January 28, 2023

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

February 3, 2024

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

5 unchanged sentences

Total acquired intangible assets $ 7,837.0 $ ( 3,832.9 ) $ 4,004.1

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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

2 unchanged sentences

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

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

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

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

Amortization expense for acquired intangible assets for the three months ended May 4, 2024 and April 29, 2023 was $ 264.9 million and $ 270.0 million , respectively.

The following table presents the estimated future amortization expense of acquired amortizable intangible assets as of May 4, 2024 (in millions):

Fiscal Year Amount

9 unchanged sentences

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

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

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

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

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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

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

Fair Value Measurements at October 28, 2023

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

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

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 May 4, 2024

Level 1 Level 2 Level 3 Total

1 unchanged sentence

Cash equivalents:

Money market funds $ 2.4 $ — $ — $ 2.4

Time deposits — 62.7 — 62.7

Prepaid expenses and other current assets:

Foreign currency forward contracts — 0.3 — 0.3

Other non-current assets:

2 unchanged sentences

Total assets $ 7.5 $ 63.5 $ — $ 71.0

Accrued liabilities:

Foreign currency forward contracts $ — $ 1.5 $ — $ 1.5

Total liabilities $ — $ 1.5 $ — $ 1.5

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

1 unchanged sentence

These items measured at fair value on a non-recurring basis are classified as Level 3 in the fair value hierarchy because the value is estimated based on valuation methods using the observable transaction price at the transaction date and other unobservable inputs such as volatility, rights and obligations of the securities held.

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

Fair Value Measurements at January 28, 2023

As of May 4, 2024 and February 3, 2024, non-marketable equity investments had a carrying value of $ 50.5 million and $ 45.8 million, respectively, and are included in other non-current assets in the Company’s unaudited condensed consolidated balance sheets.

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:

3 unchanged sentences

Fair Value of Debt

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

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

The estimated aggregate fair value of the unsecured senior notes was $ 3.1 billion at October 28, 2023 and $ 2.7 billion at January 28, 2023, and were classified as Level 2 as there are quoted prices from less active markets for the notes.

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 approximates 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 May 4, 2024 and February 3, 2024, 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.

3 unchanged sentences

The Company continuously evaluates its existing operations to increase operational efficiency, decrease costs and increase profitability.

In the first quarter of fiscal 2024, the Company initiated a restructuring plan to streamline the organization and optimize resources.

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

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

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, other one-time termination benefits, impairment and write-off of purchased IP licenses, and other costs.

The Company recorded restructuring and other related charges of $ 4.1 million for the three months ended May 4, 2024 related to the Fiscal 2024 Plan.

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

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

Three Months Ended Nine Months Ended

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

Three Months Ended

2024 April 29,

Employee severance $ 3.7 $ 47.4

1 unchanged sentence

Purchased IP licenses — 8.1

Equipment — — 1.3 —

Other 0.4 4.4

$ 3.4 $ 15.6 $ 105.3 $ 18.1

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

Employee Severance Other Total

Balance at January 28, 2023 $ 3.6 $ 1.4 $ 5.0

Balance at February 3, 2024 $ 15.5 $ 1.5 $ 17.0

Charges 3.7 0.4 4.1

1 unchanged sentence

Non-cash items — 0.7 0.7

Balance at October 28, 2023 6.0 9.1 15.1

Balance at May 4, 2024 9.1 1.5 10.6

non-current portion — 0.8 0.8

Current portion $ 9.1 $ 0.7 $ 9.8

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

The current and non-current portions of the restructuring liability at May 4, 2024 of $ 9.8 million and $ 0.8 million are included as a component of accrued liabilities and other non-current liabilities respectively in the accompanying unaudited condensed consolidated balance sheets.

The Company’s tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any, that arise during the period.

Each quarter, the Company updates its estimate of the annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period.

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

The Company recorded income tax benefit of $ 23.2 million and $ 130.7 million for the three and nine months ended October 28, 2023, respectively.

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

The Company recorded income tax expense of $ 17.8 million for the three months ended May 4, 2024.

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

6 unchanged sentences

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

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

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

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

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

As a result of the DEI extension, the Company remeasured its Singapore net deferred tax assets that are scheduled to reverse during these future periods at the new incentive tax rate that the Company expects to apply during these periods, which resulted in a net reduction to our Singapore deferred tax assets of $ 213.6 million and a corresponding deferred income tax expense during the nine months ended October 29, 2022.

The Company’s tax incentives in Israel prior to fiscal 2023 generally required a repayment (“clawback”) of certain tax benefits upon distribution of related earnings.

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

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

The benefit of the tax incentives on the Company’s earnings per share was approximately $ 0.01 per share and $ 0.01 per share for the three months ended May 4, 2024 and April 29, 2023, respectively.

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

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

It is reasonably possible that our uncertain tax positions may be reduced by as much as $ 1.5 million within the next 12 months as a result of the lapses of statutes of limitation.

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

state and non-U.S.

taxing jurisdictions.

The Company believes that it has adequately provided for the expected outcomes related to these tax audits and that any settlements with respect to these audits will not have a material effect on its results or financial position at this time.

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

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

The Company manages its worldwide cash requirements by, among other things, reviewing available funds held by its foreign subsidiaries and the cost effectiveness by which those funds can be accessed in the United States.

Net Income (Loss) Per Share

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

The computations of basic and diluted net income (loss) per share are presented in the following table (in millions, except per share amounts):

Three Months Ended Nine Months Ended

2023 October 29,

2022 October 28,

2023 October 29,

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

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.

Net Loss Per Share

The Company reports both basic net loss per share, which is based on the weighted-average number of common stock outstanding during the period, and diluted net loss per share, which is based on the weighted-average number of common stock outstanding and potentially dilutive shares outstanding during the period.

The computations of basic and diluted net loss per share are presented in the following table (in millions, except per share amounts):

Three Months Ended

2024 April 29,

Net loss $ ( 215.6 ) $ ( 168.9 )

Weighted-average shares — basic 865.0 856.7

2 unchanged sentences

Weighted-average shares — diluted 865.0 856.7

Net income (loss) per share:

Net loss per share:

Basic $ ( 0.25 ) $ ( 0.20 )

Diluted $ ( 0.25 ) $ ( 0.20 )

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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

1 unchanged sentence

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

Three Months Ended Nine Months Ended

2023 October 29,

2022 October 28,

2023 October 29,

Three Months Ended

2024 April 29,

Weighted-average shares outstanding:

1 unchanged sentence

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

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

Anti-dilutive potential shares from stock-based awards are excluded from the calculation of diluted earnings per share for the three months ended May 4, 2024 and April 29, 2023 due to the net losses reported in those periods.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Supplemental Financial Information (in millions)

3 unchanged sentences

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

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

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

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

2023 January 28,

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

Total trade accounts receivable sold under the factoring arrangement were $ 268.1 million for the three months ended May 4, 2024, of which $ 268.1 million remained subject to servicing by the Company as of May 4, 2024.

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

2024 February 3,

Work-in-process $ 527.1 $ 523.8

1 unchanged sentence

Inventories $ 826.4 $ 864.4

2023 January 28,

2024 February 3,

Property and equipment, net:

6 unchanged sentences

Property and equipment, net $ 758.0 $ 756.0

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

2023 January 28,

2024 February 3,

Other non-current assets:

Prepaid ship and debits $ 456.6 $ 481.3

Prepaid ship and debit $ 495.6 $ 547.6

Technology licenses 324.8 350.6

4 unchanged sentences

Other non-current assets $ 1,432.2 $ 1,506.9

2023 January 28,

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

2024 February 3,

Accrued liabilities:

Variable consideration estimates (1) $ 493.7 $ 610.7

Accrued income tax payable 162.8 118.4

Accrued legal reserve 117.6 102.0

Technology license obligations 87.7 105.7

Deferred revenue 56.9 45.2

Accrued warranty expense 52.4 2.4

Accrued legal reserve 78.9 76.5

Lease liabilities - current portion 38.1 39.4

Deferred revenue 33.9 43.2

Accrued interest payable 23.8 41.3

Accrued warranty expense 21.9 25.5

Accrued income taxes payable 20.9 17.8

Deferred non-recurring engineering credits 15.3 21.7

2 unchanged sentences

(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.

2023 January 28,

2024 February 3,

Other non-current liabilities:

1 unchanged sentence

Technology license obligations 188.3 196.5

Non-current income taxes payable 64.6 56.6

Deferred tax liabilities 51.5 58.7

Non-current income tax payable 34.0 28.5

Other 16.0 16.5

Other non-current liabilities $ 517.0 $ 524.3

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Accumulated Other Comprehensive Loss

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

Accumulated Other Comprehensive Income (Loss)

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

Unrealized Gain

(Loss) on Cash

Balance at January 28, 2023 $ —

Balance at February 3, 2024 $ 1.1

Other comprehensive income (loss) before reclassifications ( 0.2 )

1 unchanged sentence

Net current-period other comprehensive income (loss), net of tax ( 0.7 )

Balance at October 28, 2023 $ ( 1.4 )

Balance at May 4, 2024 $ 0.4

Unrealized Gain

4 unchanged sentences

Net current-period other comprehensive income (loss), net of tax ( 0.9 )

Balance at October 29, 2022

Balance at April 29, 2023 $ ( 0.9 )

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Stock Repurchase Program

2 unchanged sentences

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

As of October 28, 2023, $ 399.5 million remained available for future stock repurchases.

On March 7, 2024, the Company announced that its Board of Directors authorized a $ 3.0 billion addition to the balance of its existing stock repurchase program.

As of May 4, 2024, $ 3.1 billion remained available for future stock repurchases.

The Company intends to effect stock repurchases in accordance with the conditions of Rule 10b-18 under the Exchange Act, but may also make repurchases in the open market outside of Rule 10b-18 or in privately negotiated transactions.

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

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

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

During the nine months ended October 29, 2022, the Company repurchased 2.3 million shares of its common stock for $ 115.0 million, including 0.9 million shares of its common stock repurchased for $ 50.0 million pursuant to a 10b5-1 trading plan.

During the three months ended May 4, 2024, the Company repurchased 2.2 million shares of its common stock for $ 150.0 million.

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

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

1 unchanged sentence

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

What changed 10-Q

Item 1. Financial Statements