What changed in this filing

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Item 1. Financial Statements

2024-12-04 compared with 2024-08-30 · 294 added, 200 removed, 447 unchanged (52% of the section changed)

38 unchanged sentences

(In millions, except per share amounts)

Three Months Ended Six Months Ended

2024 July 29,

2023 August 3,

2024 July 29,

Three Months Ended Nine Months Ended

2024 October 28,

2023 November 2,

2024 October 28,

Net revenue $ 1,516.1 $ 1,418.6 $ 3,949.9 $ 4,081.2

11 unchanged sentences

Loss before income taxes ( 750.5 ) ( 187.5 ) ( 1,094.5 ) ( 671.4 )

Provision (benefit) for income taxes 47.1 ( 44.1 ) 64.9 ( 107.5 )

Benefit from income taxes ( 74.2 ) ( 23.2 ) ( 9.3 ) ( 130.7 )

Net loss $ ( 676.3 ) $ ( 164.3 ) $ ( 1,085.2 ) $ ( 540.7 )

8 unchanged sentences

(In millions)

Three Months Ended Six Months Ended

2024 July 29,

2023 August 3,

2024 July 29,

Three Months Ended Nine Months Ended

2024 October 28,

2023 November 2,

2024 October 28,

Net loss $ ( 676.3 ) $ ( 164.3 ) $ ( 1,085.2 ) $ ( 540.7 )

Other comprehensive loss, net of tax

Net change in unrealized loss on cash flow hedges ( 0.8 ) ( 0.1 ) ( 1.5 ) ( 1.0 )

Other comprehensive loss, net of tax ( 0.8 ) ( 0.1 ) ( 1.5 ) ( 1.0 )

Other comprehensive income (loss), net of tax

Net change in unrealized gain (loss) on cash flow hedges 0.1 ( 0.4 ) ( 1.4 ) ( 1.4 )

Other comprehensive income (loss), net of tax 0.1 ( 0.4 ) ( 1.4 ) ( 1.4 )

Comprehensive loss, net of tax $ ( 676.2 ) $ ( 164.7 ) $ ( 1,086.6 ) $ ( 542.1 )

24 unchanged sentences

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

Issuance of common stock in connection with equity incentive plans 1.6 — 0.9 — — 0.9

Tax withholdings related to net share settlement of restricted stock units — — ( 58.6 ) — — ( 58.6 )

Stock-based compensation — — 153.8 — — 153.8

Repurchase of common stock ( 2.6 ) — ( 200.0 ) — — ( 200.0 )

Cash dividends declared and paid ($ 0.06 per share)

— — — — ( 51.9 ) ( 51.9 )

Net loss — — — — ( 676.3 ) ( 676.3 )

Other comprehensive income — — — 0.1 — 0.1

Balance at November 2, 2024 865.2 $ 1.7 $ 14,629.0 $ ( 0.3 ) $ ( 1,257.5 ) $ 13,372.9

MARVELL TECHNOLOGY, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - (Continued)

(In millions, except per share amounts)

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

17 unchanged sentences

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

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

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

Stock-based compensation — — 154.7 — — 154.7

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

Cash dividends declared and paid ($ 0.06 per share)

— — — — ( 51.8 ) ( 51.8 )

Net loss — — — — ( 164.3 ) ( 164.3 )

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

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

See accompanying notes to unaudited condensed consolidated financial statements

2 unchanged sentences

(In millions)

Six Months Ended

2024 July 29,

Nine Months Ended

2024 October 28,

Cash flows from operating activities:

29 unchanged sentences

Principal payments of debt ( 76.6 ) ( 1,600.6 )

Other, net — ( 7.0 )

Net cash used in financing activities ( 1,019.5 ) ( 735.0 )

7 unchanged sentences

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

(“MTI”), a Delaware corporation, and its wholly owned subsidiaries (the “Company”), as of and for the three and six months ended August 3, 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 nine months ended November 2, 2024, have been prepared as required by the U.S.

Securities and Exchange Commission (the “SEC”).

28 unchanged sentences

Early adoption is permitted.

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

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

The Company does not expect the adoption of this new standard to have a material effect on the Company’s results of operations or financial condition.

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.

2 unchanged sentences

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

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) requiring disaggregated disclosure of certain expense captions into specified categories in the notes to financial statements on an annual and interim basis.

The ASU is effective for fiscal years beginning after December 15, 2026 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.

3 unchanged sentences

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

Three Months Ended Six Months Ended

2024 % of Total July 29,

2023 % of Total August 3,

2024 % of Total July 29,

Three Months Ended Nine Months Ended

2024 % of Total October 28,

2023 % of Total November 2,

2024 % of Total October 28,

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 Six Months Ended

2024 % of Total July 29,

2023 % of Total August 3,

2024 % of Total July 29,

Three Months Ended Nine Months Ended

2024 % of Total October 28,

2023 % of Total November 2,

2024 % of Total October 28,

2023 % of Total

3 unchanged sentences

Singapore 46.1 3 % 73.5 5 % 299.6 8 % 256.7 6 %

Taiwan 198.5 13 % 22.9 2 % 279.6 7 % 135.8 3 %

Thailand 73.3 5 % 94.5 7 % 233.3 6 % 215.9 5 %

Malaysia 40.3 3 % 31.6 2 % 122.7 3 % 169.5 4 %

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

Japan 55.8 4 % 37.5 3 % 106.3 3 % 125.4 3 %

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

Finland 32.5 2 % 158.4 11 % 74.5 2 % 353.7 9 %

6 unchanged sentences

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

Three Months Ended Six Months Ended

2024 % of Total July 29,

2023 % of Total August 3,

2024 % of Total July 29,

Three Months Ended Nine Months Ended

2024 % of Total October 28,

2023 % of Total November 2,

2024 % of Total October 28,

2023 % of Total

6 unchanged sentences

Contract liability balances are comprised of deferred revenue.

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.

The amount of revenue recognized during the nine months ended November 2, 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.

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.

The Company has elected the practical expedient and does not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less.

Restructuring

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

Fiscal 2025 Plan

A restructuring plan was initiated during the third quarter of fiscal 2025 (the “Fiscal 2025 Plan”) to increase research and development investment in the data center end market and reduce investment in new product development in other end markets including the cancellation of certain future product releases.

As a result, the Company was required to assess the recoverability of related long-lived assets.

On completion of the assessment, the Company determined the carrying values of certain long-lived assets were not recoverable.

The Company utilized a discounted cash flow method of valuation to determine the fair value of the associated assets and liabilities and compared to their carrying values, which resulted in recognition of asset impairment charges for acquired intangible assets, purchased technology licenses, and property and equipment.

The Company’s assumptions included future expected revenues, expenses, capital expenditures and other costs, discount rate, and whether or not alternative uses were available for affected assets.

The Company recognized $ 715.1 million of total restructuring and other related charges for the three and nine months ended November 2, 2024 related to the Fiscal 2025 Plan.

Restructuring charges were mainly comprised of impairment and write-off of acquired intangible assets, purchased technology licenses, inventories, property and equipment, and other non-current assets, as well as recognition of future contractual obligations, accrued legal reserve, severance, other one-time termination benefits, and other costs.

The restructuring charges included $ 159.0 million impairment of capitalized purchased technology licenses that the Company has ceased use of in the third quarter of fiscal 2025.

In addition, the Company recognized $ 97.8 million of restructuring charges related to payment obligations for future services associated with these technology licensing agreements.

See “Note 8 – Commitments and Contingencies” for additional information.

The Company expects the Fiscal 2025 Plan to be substantially completed by the end of fiscal 2026.

Fiscal 2024 Plan

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 were mainly comprised of severance, other one-time termination benefits, impairment and write-off of purchased technology licenses and equipment, and other costs.

The Company recorded restructuring and other related charges of $ 8.1 million for the nine months ended November 2, 2024, and $ 3.4 million and $ 105.3 million for the three and nine months ended October 28, 2023, respectively, related to the Fiscal 2024 Plan.

As of the third quarter of fiscal 2025, substantially all actions relating to the Fiscal 2024 Plan have been completed.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

The following table provides a summary of restructuring related charges as presented in the unaudited condensed consolidated statements of operations (in millions):

Three Months Ended Nine Months Ended

2024 October 28,

2023 November 2,

2024 October 28,

Restructuring related charges included in cost of goods sold

$ 356.8 $ — $ 356.8 $ —

Restructuring related charges included in operating expenses

358.3 3.4 366.4 105.3

Restructuring related charges included in net loss

$ 715.1 $ 3.4 $ 723.2 $ 105.3

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

Three Months Ended Nine Months Ended

2024 October 28,

2023 November 2,

2024 October 28,

Employee severance and related costs

$ 6.7 $ 3.0 $ 13.6 $ 69.1

Impairment and write-off of assets

Acquired intangible assets

240.1 — 240.1 —

Purchased technology licenses

159.0 — 159.0 28.6

62.0 — 62.0 —

Property and equipment

34.0 — 34.0 1.3

Other non-current assets

25.2 — 25.2 —

Recognition of future contractual obligations

114.0 — 114.0 —

Accrued legal reserve

50.0 — 50.0 —

Other 24.1 0.4 25.3 6.3

$ 715.1 $ 3.4 $ 723.2 $ 105.3

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 and Related Costs

Other Exit-Related Costs

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

13.6 187.8 201.4

Net cash payments ( 22.3 ) ( 0.9 ) ( 23.2 )

Non-cash items (2)

— 170.5 170.5

Balance at November 2, 2024 6.8 358.9 365.7

non-current portion — 236.9 236.9

Current portion $ 6.8 $ 122.0 $ 128.8

(1) Impairment and other non-cash charges of $ 521.8 million recognized in the current quarter were recorded directly to the unaudited condensed consolidated statements of operations and were not included in the restructuring liability balances above.

(2) Includes recognition of restructuring liabilities for future contractual obligations as a result of the cease use of related assets.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

The current portion of the restructuring liability is comprised of $ 120.8 million and $ 8.0 million included as components of accrued liabilities and accounts payable, respectively, and the non-current portion of the restructuring liability is included as a component of other non-current liabilities in the accompanying unaudited condensed consolidated balance sheets.

Goodwill and Acquired Intangible Assets, Net

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 November 2, 2024 and February 3, 2024 was $ 11.6 billion.

Acquired Intangible Assets, Net

As of November 2, 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):

November 2, 2024

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

Developed technologies $ 5,162.0 $ ( 3,296.6 ) $ 1,865.4 3.8

Customer contracts and related relationships 2,179.0 ( 1,437.4 ) 741.6 2.6

Trade names 50.0 ( 35.3 ) 14.7 1.5

Total acquired amortizable intangible assets $ 7,391.0 $ ( 4,769.3 ) $ 2,621.7 3.4

In-process research and development 336.0 — 336.0 n/a

Total acquired intangible assets $ 7,727.0 $ ( 4,769.3 ) $ 2,957.7

The Company regularly assesses the results of its business to determine whether events or circumstances exist that indicate whether the carrying amount of the acquired intangible assets may not be recoverable.

During the quarter ended November 2, 2024, impairment charges of $ 240.1 million related to certain acquired developed technologies intangible assets were recognized as part of restructuring actions.

The gross carrying amounts and accumulated amortization of fully impaired intangible assets were excluded from the table above.

See “Note 4 – Restructuring” for further information.

February 3, 2024

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

Developed technologies $ 4,989.0 $ ( 2,613.5 ) $ 2,375.5 3.8

Customer contracts and related relationships 2,179.0 ( 1,191.5 ) 987.5 3.3

Trade names 50.0 ( 27.9 ) 22.1 2.2

Total acquired amortizable intangible assets $ 7,218.0 $ ( 3,832.9 ) $ 3,385.1 3.6

In-process research and development

619.0 — 619.0 n/a

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

The intangible assets are amortized on a straight-line basis over the estimated useful lives, except for certain 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 in-process research and development (“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.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Amortization expense for acquired intangible assets for the three and nine months ended November 2, 2024 was $ 264.9 million and $ 805.5 million, respectively.

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.

The following table presents the estimated future amortization expense of acquired amortizable intangible assets as of November 2, 2024 (in millions):

Fiscal Year Amount

Remainder of 2025 $ 247.0

Thereafter 210.6

Fair Value Measurements

Fair value is an exit price representing the amount that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants.

As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

As a basis for considering such assumptions, the accounting guidance establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1 — Observable inputs that reflect quoted prices for identical assets or liabilities in active markets.

Level 2 — Other inputs that are directly or indirectly observable in the marketplace.

Level 3 — Unobservable inputs that are supported by little or no market activity.

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

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

The Company’s Level 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 November 2, 2024

Level 1 Level 2 Level 3 Total

Items measured at fair value on a recurring basis:

Cash equivalents:

Time deposits $ — $ 49.3 $ — $ 49.3

Other non-current assets:

Marketable equity investments 9.3 — — 9.3

Severance pay fund — 0.5 — 0.5

Total assets $ 9.3 $ 49.8 $ — $ 59.1

Accrued liabilities:

Foreign currency forward contracts $ — $ 0.3 $ — $ 0.3

Total liabilities $ — $ 0.3 $ — $ 0.3

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.

These securities relate to equity investments in privately-held companies.

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 November 2, 2024 and February 3, 2024, non-marketable equity investments had a carrying value of $ 49.4 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

Items measured at fair value on a recurring basis:

Cash equivalents:

Time deposits $ — $ 2.6 $ — $ 2.6

Prepaid expenses and other current assets:

Foreign currency forward contracts — 1.2 — 1.2

Other non-current assets:

Marketable equity investments 9.3 — — 9.3

Severance pay fund — 0.5 — 0.5

Total assets $ 9.3 $ 4.3 $ — $ 13.6

Fair Value of Debt

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 $ 3.4 billion at November 2, 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 7 – Debt” for additional information.

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 August 3, 2024 and February 3, 2024 (in millions):

The following table summarizes the Company’s outstanding debt at November 2, 2024 and February 3, 2024 (in millions):

2024 February 3,

14 unchanged sentences

Non-current portion $ 3,965.5 $ 4,058.6

(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)

(1) As of November 2, 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 November 2, 2024 and February 3, 2024 was 6.171 % and 6.830 %, respectively.

2024 and 2026 Term Loans

6 unchanged sentences

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 5.113 % as of August 3, 2024.

The effective interest rate for the 5-Year Tranche Loan was 4.980 % as of November 2, 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 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.

During the three and nine months ended November 2, 2024, the Company repaid $ 32.8 million and $ 76.6 million, respectively, of the principal outstanding of the 5-Year Tranche Loan.

As of November 2, 2024, the Company had $ 623.4 million of 5-Year Tranche Loan borrowings outstanding.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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 August 3, 2024.

As of August 3, 2024, the 2023 Revolving Credit Facility was undrawn and available for draw down through April 14, 2028.

This annual rate was 0.175 % at November 2, 2024.

As of November 2, 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 August 3, 2024, the Company was in compliance with its debt covenants for the credit agreements discussed above.

As of November 2, 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 August 3, 2024, the Company had $ 1.0 billion borrowings outstanding from 2029 and 2033 Senior Notes.

As of November 2, 2024, the Company had $ 1.0 billion borrowings outstanding from 2029 and 2033 Senior Notes.

2026, 2028, and 2031 Senior Unsecured Notes

2 unchanged sentences

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.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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.

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

As of November 2, 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.

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

As of November 2, 2024, the Company had $ 499.9 million borrowings outstanding from MTI 2028 Notes and MTG 2028 Notes.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Interest Expense and Future Contractual Maturities

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):

During the three and nine months ended November 2, 2024, the Company recognized $ 45.6 million and $ 138.9 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 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.

As of November 2, 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.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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 August 3, 2024, are as follows (in millions):

Total future unconditional purchase commitments as of November 2, 2024, are as follows (in millions):

Fiscal Year Purchase Commitments to Foundries and Test & Assembly Partners

8 unchanged sentences

Technology license fees include the liabilities under agreements for technology licenses between the Company and various vendors.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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.

3 unchanged sentences

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.

The Company currently estimates that it has agreed to purchase level commitments of at least $ 615.1 million of wafers, substrates, and other manufacturing products for the remainder of fiscal 2025 through fiscal 2033 u nder 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.

In September 2021, the Company entered into an IP licensing agreement with a vendor which provides complete access to the vendor’s IP portfolio for 10 years .

The arrangement provides access to IP over the term of the contract, including existing IP, as well as IP in development, and to be developed in the future.

Such purchase commitments are summarized in the preced ing table.

In September 2021, the Company entered into a technology licensing agreement with a vendor which provides complete access to the vendor’s intellectual property portfolio for 10 years.

The arrangement provides access to intellectual property over the term of the contract, including existing intellectual property, as well as intellectual property in development, and to be developed in the future.

The contract provides support and maintenance over the term of the contract as well.

Aggregate fees of $ 354.0 million are payable quarterly over the contract term.

In the third quarter of fiscal 2025, the Company ceased use of this arrangement due to restructuring actions taken during the quarter, resulting in recognition of asset impairment charges.

See “Note 4 – Restructuring” for further information.

Aggregate remaining fees of $ 268.5 million are payable quarterly over the contract term.

Contingencies and Legal Proceedings

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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.

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

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

In the third quarter of fiscal 2025, the Company reserved $ 50.0 million in relation to a contractual disagreement with a customer that was influenced by the restructuring actions initiated by the Fiscal 2025 Plan.

See “Note 4 – Restructuring” for additional information.

This disagreement remains unresolved as of the third quarter ended November 2, 2024.

The ultimate outcome of this and other Legal Matters involves judgments, estimates and inherent uncertainties.

An unfavorable outcome in a Legal Matter could require the Company to pay damages or could prevent the Company from selling some of its products in certain jurisdictions.

While the Company cannot predict with certainty the results of the Legal Matters in which it is currently involved, the Company does not expect that the ultimate costs to resolve these Legal Matters will individually or in the aggregate have a material adverse effect on its financial condition, however, there can be no assurance that the current or any future Legal Matters will be resolved in a manner that is not adverse to the Company’s business, financial statements, results of operations or cash flows.

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

As of the end of the third quarter of fiscal 2024, the Company recognized approximately $ 198.0 million of charges for product related claims;

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

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Indemnities, Commitments and Guarantees

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The maximum potential amount of any future payments that the Company could be required to make under these indemnification obligations could be significant.

Goodwill and Acquired Intangible Assets, Net

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 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 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)

Developed technologies $ 5,166.0 $ ( 2,972.3 ) $ 2,193.7 3.7

Customer contracts and related relationships 2,179.0 ( 1,355.4 ) 823.6 2.8

Trade names 50.0 ( 32.9 ) 17.1 1.7

Total acquired amortizable intangible assets $ 7,395.0 $ ( 4,360.6 ) $ 3,034.4 3.4

IPR&D 429.0 — 429.0 n/a

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

February 3, 2024

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

Developed technologies $ 4,989.0 $ ( 2,613.5 ) $ 2,375.5 3.8

Customer contracts and related relationships 2,179.0 ( 1,191.5 ) 987.5 3.3

Trade names 50.0 ( 27.9 ) 22.1 2.2

Total acquired amortizable intangible assets $ 7,218.0 $ ( 3,832.9 ) $ 3,385.1 3.6

IPR&D 619.0 — 619.0 n/a

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

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 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 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

Remainder of 2025 $ 535.7

Thereafter 176.0