What changed in this filing

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Item 1. Financial Statements

2024-08-30 compared with 2024-05-31 · 137 added, 102 removed, 510 unchanged (32% of the section changed)

30 unchanged sentences

Additional paid-in capital 14,732.9 14,845.3

Accumulated other comprehensive income 0.4 1.1

Accumulated other comprehensive income (loss) ( 0.4 ) 1.1

Accumulated deficit ( 529.3 ) ( 16.7 )

5 unchanged sentences

(In millions, except per share amounts)

Three Months Ended

2024 April 29,

Three Months Ended Six Months Ended

2024 July 29,

2023 August 3,

2024 July 29,

Net revenue $ 1,272.9 $ 1,340.9 $ 2,433.8 $ 2,662.6

22 unchanged sentences

(In millions)

Three Months Ended

2024 April 29,

Three Months Ended Six Months Ended

2024 July 29,

2023 August 3,

2024 July 29,

Net loss $ ( 193.3 ) $ ( 207.5 ) $ ( 408.9 ) $ ( 376.4 )

7 unchanged sentences

(In millions, except per share amounts)

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

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

Shares Amount Total

9 unchanged sentences

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

Issuance of common stock in connection with equity incentive plans 3.2 — 49.3 — — 49.3

Tax withholdings related to net share settlement of restricted stock units — — ( 57.6 ) — — ( 57.6 )

Stock-based compensation — — 155.5 — — 155.5

Repurchase of common stock ( 2.5 ) — ( 175.0 ) — — ( 175.0 )

Cash dividends declared and paid ($ 0.06 per share)

— — — — ( 51.9 ) ( 51.9 )

Net loss — — — — ( 193.3 ) ( 193.3 )

Other comprehensive loss — — — ( 0.8 ) — ( 0.8 )

Balance at August 3, 2024 866.2 $ 1.7 $ 14,732.9 $ ( 0.4 ) $ ( 529.3 ) $ 14,204.9

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

9 unchanged sentences

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

See accompanying notes to unaudited condensed consolidated financial statements

2 unchanged sentences

(In millions)

Three Months Ended

2024 April 29,

Six Months Ended

2024 July 29,

Cash flows from operating activities:

18 unchanged sentences

Purchases of property and equipment ( 139.7 ) ( 210.9 )

Acquisitions, net of cash acquired ( 10.4 ) ( 5.5 )

Other, net 0.9 ( 0.3 )

8 unchanged sentences

Principal payments of debt ( 43.8 ) ( 593.7 )

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

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

Net cash used in financing activities ( 618.1 ) ( 588.8 )

Net decrease in cash and cash equivalents ( 142.1 ) ( 487.6 )

Cash and cash equivalents at beginning of period 950.8 911.0

5 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 months ended May 4, 2024, have been prepared as required by the U.S.

(“MTI”), a Delaware corporation, and its wholly owned subsidiaries (the “Company”), as of and for the three and six months ended August 3, 2024, have been prepared as required by the U.S.

Securities and Exchange Commission (the “SEC”).

38 unchanged sentences

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

Three Months Ended

2024 % of Total April 29,

Three Months Ended Six Months Ended

2024 % of Total July 29,

2023 % of Total August 3,

2024 % of Total July 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

2024 % of Total April 29,

Three Months Ended Six Months Ended

2024 % of Total July 29,

2023 % of Total August 3,

2024 % of Total July 29,

2023 % of Total

6 unchanged sentences

Taiwan 38.5 3 % 59.1 4 % 81.1 3 % 112.9 4 %

Finland 22.4 2 % 80.1 6 %

Japan 33.2 3 % 44.0 3 % 50.5 2 % 87.8 3 %

Philippines 34.1 3 % 22.0 2 % 47.2 2 % 33.6 1 %

Finland 19.6 2 % 115.3 9 % 42.0 2 % 195.4 7 %

Other 91.2 7 % 142.0 11 % 181.3 8 % 315.2 12 %

2 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

2024 % of Total April 29,

Three Months Ended Six Months Ended

2024 % of Total July 29,

2023 % of Total August 3,

2024 % of Total July 29,

2023 % of Total

3 unchanged sentences

$ 1,272.9 $ 1,340.9 $ 2,433.8 $ 2,662.6

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 three months ended May 4, 2024 that was included in deferred revenue balance at February 3, 2024 was not material.

The amount of revenue recognized during the six months ended August 3, 2024 that was included in the 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.

1 unchanged sentence

Summary of Borrowings and Outstanding Debt

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

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

2024 February 3,

14 unchanged sentences

Non-current portion $ 3,996.5 $ 4,058.6

(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.

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

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

2024 and 2026 Term Loans

5 unchanged sentences

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.

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 effective interest rate for the 5-Year Tranche Loan was 5.113 % as of August 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 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.

During the three and six months ended August 3, 2024, the Company repaid $ 21.9 million and $ 43.8 million, respectively, of the principal outstanding of the 5-Year Tranche Loan.

As of August 3, 2024, the Company has $ 656.2 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 May 4, 2024.

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

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

As of August 3, 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 Agreement covenants discussed above.

As of May 4, 2024, the Company was in compliance with its debt covenants for the credit agreements discussed above.

As of August 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 UNAUDITED CONDENSED 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.

4 unchanged sentences

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)

As of August 3, 2024, the Company had $ 1.0 billion borrowings outstanding from 2029 and 2033 Senior Notes.

2026, 2028, and 2031 Senior Unsecured Notes

9 unchanged sentences

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.

As of August 3, 2024, the Company had $ 2.0 billion borrowings outstanding from 2026, 2028 and 2031 Senior Notes.

2023 and 2028 Senior Unsecured Notes

6 unchanged sentences

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 UNAUDITED CONDENSED 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.

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

As of August 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 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):

During the three and six months ended August 3, 2024, the Company recognized $ 46.5 million and $ 93.3 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 and six months ended July 29, 2023, the Company recognized $ 51.9 million and $ 102.4 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 August 3, 2024, the aggregate future contractual maturities of the Company’s outstanding debt, at face value, are as follows (in millions):

Fiscal Year Amount

6 unchanged sentences

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.

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):

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

Fiscal Year Purchase Commitments to Foundries and Test & Assembly Partners

11 unchanged sentences

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 $ 73.5 million for the remainder of fiscal 2025 through 2026.

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

During the first and second quarters 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 $ 970.0 million 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 $ 59.6 million for the remainder of fiscal 2025 through fiscal 2028.

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.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED 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.

3 unchanged sentences

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)

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

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

Indemnities, Commitments and Guarantees

15 unchanged sentences

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.

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

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Acquired Intangible Assets, Net

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):

As of August 3, 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):

August 3, 2024

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

5 unchanged sentences

Total acquired intangible assets $ 7,824.0 $ ( 4,360.6 ) $ 3,463.4

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

February 3, 2024

7 unchanged sentences

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

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

The IPR&D will be accounted for as an indefinite-lived intangible asset and will not be amortized until the underlying project reaches technological feasibility and commercial production, at which point, the IPR&D is reclassified as an amortizable acquired intangible asset and amortized over the asset’s estimated useful life.

Useful lives for these IPR&D projects are expected to range between 8 to 10 years.

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

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):

Amortization expense for acquired intangible assets for the three and six months ended August 3, 2024 was $ 275.7 million and $ 540.6 million, respectively.

Amortization expense for acquired intangible assets for the three and six months ended July 29, 2023 was $ 271.8 million and $ 541.8 million , respectively.

The following table presents the estimated future amortization expense of acquired amortizable intangible assets as of August 3, 2024 (in millions):

Fiscal Year Amount

1 unchanged sentence

Thereafter 176.0

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Fair Value Measurements

6 unchanged sentences

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

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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.

1 unchanged sentence

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 May 4, 2024

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 August 3, 2024

Level 1 Level 2 Level 3 Total

2 unchanged sentences

Time deposits — 63.2 — 63.2

Prepaid expenses and other current assets:

Foreign currency forward contracts — 0.3 — 0.3

Other non-current assets:

2 unchanged sentences

Total assets $ 6.2 $ 63.7 $ — $ 69.9

Accrued liabilities:

Foreign currency forward contracts $ — $ 0.4 $ — $ 0.4

Total liabilities $ — $ 0.4 $ — $ 0.4

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 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.

As of August 3, 2024 and February 3, 2024, non-marketable equity investments had a carrying value of $ 50.4 million and $ 45.8 million, respectively, and are included in other non-current assets in the Company’s unaudited condensed consolidated balance sheets.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Fair Value Measurements at February 3, 2024

12 unchanged sentences

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.

The estimated aggregate fair value of the unsecured senior notes was $ 3.4 billion at August 3, 2024 and $ 3.3 billion at 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.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Restructuring

2 unchanged sentences

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 recorded restructuring and other related charges of $ 4.0 million and $ 8.1 million for the three and six months ended August 3, 2024, and $ 42.0 million and $ 101.9 million for the three and six months ended July 29, 2023 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

2024 April 29,

Three Months Ended Six Months Ended

2024 July 29,

2023 August 3,

2024 July 29,

Employee severance $ 3.2 $ 18.7 $ 6.9 $ 66.1

2 unchanged sentences

Other 0.8 2.8 1.2 7.2

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 February 3, 2024 $ 15.5 $ 1.5 $ 17.0

Charges 3.7 0.4 4.1

Net cash payments ( 10.1 ) ( 1.1 ) ( 11.2 )

Non-cash items — 0.7 0.7

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 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.

$ 4.0 $ 42.0 $ 8.1 $ 101.9

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

1 unchanged sentence

The Company’s quarterly tax provision, and estimate of its annual effective tax rate, is subject to variation due to several factors, including variability in accurately predicting 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.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

The Company recorded income tax expense of $ 47.1 million and $ 64.9 million for the three and six months ended August 3, 2024, respectively.

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

2 unchanged sentences

taxation of foreign operations, benefits from tax credits, and valuation allowance releases, as well as discrete tax benefits and expenses for excess deductions and deficiencies on stock-based compensation, respectively.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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

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

The benefit of the tax incentives on 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 benefit of the tax incentives on the Company’s earnings per share was approximately $ 0.02 per share and $ 0.03 per share for the three and six months ended August 3, 2024, respectively.

The benefit of the tax incentives on the Company’s earnings per share was approximately $ 0.01 per share for the six months ended July 29, 2023.

No tax benefit was recorded for the three months ended July 29, 2023.

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

4 unchanged sentences

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,

Three Months Ended Six Months Ended

2024 July 29,

2023 August 3,

2024 July 29,

Net loss $ ( 193.3 ) $ ( 207.5 ) $ ( 408.9 ) $ ( 376.4 )

9 unchanged sentences

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

Three Months Ended

2024 April 29,

Three Months Ended Six Months Ended

2024 July 29,

2023 August 3,

2024 July 29,

Weighted-average shares outstanding:

Stock-based awards 11.2 13.7 11.5 12.1

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 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)

Anti-dilutive potential shares from stock-based awards are excluded from the calculation of diluted earnings per share for the three and six months ended August 3, 2024 and July 29, 2023 due to the net losses reported in those periods.

Supplemental Financial Information (in millions)

4 unchanged sentences

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.

Total trade accounts receivable sold under the factoring arrangement were $ 226.3 million and $ 494.4 million for the three and six months ended August 3, 2024, respectively, of which $ 241.5 million remained subject to servicing by the Company as of August 3, 2024.

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

27 unchanged sentences

Technology license obligations 67.6 105.7

Accrued legal reserve 78.9 76.5

Accrued income taxes payable 63.9 17.8

Accrued interest payable 43.6 41.3

Lease liabilities - current portion 40.9 39.4

Deferred revenue 39.2 43.2

Accrued interest payable 23.8 41.3

Accrued warranty expense 21.9 25.5

Accrued income taxes payable 20.9 17.8

Accrued legal reserve 36.9 76.5

Deferred non-recurring engineering credits 22.9 21.7

Accrued warranty expense 3.2 25.5

Other 36.6 51.1

3 unchanged sentences

Other non-current liabilities:

Lease liabilities - non-current $ 196.6 $ 196.0

Technology license obligations $ 214.5 $ 196.5

Lease liabilities - non-current 207.2 196.0

Non-current income taxes payable 73.1 56.6

10 unchanged sentences

Net current-period other comprehensive income (loss), net of tax ( 1.5 )

Balance at May 4, 2024 $ 0.4

Balance at August 3, 2024 $ ( 0.4 )

Unrealized Gain

4 unchanged sentences

Net current-period other comprehensive income (loss), net of tax ( 1.0 )

Balance at April 29, 2023 $ ( 0.9 )

Balance at July 29, 2023 $ ( 1.0 )

MARVELL TECHNOLOGY, INC.

5 unchanged sentences

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.

As of August 3, 2024, $ 3.0 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 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.

During the three months ended August 3, 2024, the Company repurchased 2.5 million shares of its common stock for $ 175.0 million.

During the six months ended August 3, 2024, the Company repurchased 4.7 million shares of its common stock for $ 325.0 million.

During the three and six months ended July 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.

The repurchased shares are retired immediately after repurchases are completed.

Table of Content s

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