What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-12 compared with 2024-03-13 · 444 added, 500 removed, 841 unchanged (53% of the section changed)

2 unchanged sentences

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

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

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

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

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

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

Consolidated Balance Sheets as of February 1, 2025 and February 3, 2024

Consolidated Statements of Operations for the years ended February 1, 2025, February 3, 2024 and January 28, 2023

Consolidated Statements of Comprehensive Loss for the years ended February 1, 2025, February 3, 2024 and January 28, 2023

Consolidated Statements of Stockholders’ Equity for the years ended February 1, 2025, February 3, 2024 and January 28, 2023

Consolidated Statements of Cash Flows for the years ended February 1, 2025, February 3, 2024 and January 28, 2023

Notes to Consolidated Financial Statements

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We have audited the accompanying consolidated balance sheets of Marvell Technology, Inc.

and subsidiaries (the "Company") as of February 3, 2024 and January 28, 2023, the related consolidated statements of operations, comprehensive loss, stockholders' equity, and cash flows, for each of the three years in the period ended February 3, 2024, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of February 3, 2024, and January 28, 2023, and the results of its operations and its cash flows for each of the three years in the period ended February 3, 2024, in conformity with accounting principles generally accepted in the United States of America.

and subsidiaries (the "Company") as of February 1, 2025 and February 3, 2024, the related consolidated statements of operations, comprehensive loss, stockholders' equity, and cash flows, for each of the three years in the period ended February 1, 2025, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of February 1, 2025, and February 3, 2024, and the results of its operations and its cash flows for each of the three years in the period ended February 1, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of February 1, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 12, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.

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Critical Audit Matter Description

Management writes down excess inventories based upon regular analysis of inventory on hand compared to forecasted demand.

Management writes down excess inventories based upon a regular analysis of inventory on hand compared to forecasted demand.

Management’s estimates of forecasted demand are based upon analysis and assumptions including, but not limited to, expected product lifecycles and development plans, expected customer orders, projected and current market conditions, historical usage by product, and customer backlog.

As of February 1, 2025 , the Company’s consolidated inventories balance was $ 1,029.7 million.

We identified inventory valuation as a critical audit matter because of the significant assumptions management makes with regards to estimating the excess write-down and the potential impact of those judgments in periods of market uncertainty.

Specifically, due to the ongoing market uncertainty, including the business impact of the macroeconomic environment, performing audit procedures to evaluate the reasonableness of management’s estimates of forecasted demand required a high degree of auditor judgment and increased audit effort.

Specifically, due to assumptions related to forecasted demand and market conditions, performing audit procedures to evaluate the reasonableness of management’s estimates of forecasted demand required a high degree of auditor judgment and increased audit effort.

How the Critical Audit Matter Was Addressed in the Audit

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• We made inquiries of business unit managers throughout the period as well as executives, sales and marketing, and operations personnel about the expected product lifecycles and product development plans and historical usage by product and compared expectations to actual developments over the period.

• We selected a sample of inventory products and tested the forecasted demand by comparing internal and external information (e.g., historical usage, contracts, communications with customers, macroeconomic conditions, etc.) with the Company’s forecast.

• We selected a sample of inventory products and tested the forecasted demand by comparing internal and external information (e.g., historical usage, contracts, communications with customers, market conditions, etc.) with the Company’s forecast.

• We considered, when relevant, the existence of contradictory evidence based on reading of internal financial and operational information used by management and the board of directors, Company press releases, and analysts' reports, as well as our observations and inquires as to changes within the business and evidence obtained through other areas of the audit.

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(In millions, except par value per share)

2024 January 28,

2025 February 3,

Current assets:

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Accumulated other comprehensive income 0.4 1.1

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

Accumulated deficit ( 1,109.2 ) ( 16.7 )

Total stockholders’ equity 13,427.0 14,831.4

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(In millions, except per share amounts)

2024 January 28,

2025 February 3,

2024 January 28,

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Operating income (loss) ( 720.3 ) ( 567.7 ) 238.0

Interest income 8.8 5.3 0.8

Interest expense ( 189.4 ) ( 211.7 ) ( 170.6 )

Other income, net 11.9 12.4 2.7

Interest income and other, net 15.0 20.7 17.7

Interest and other loss, net ( 174.4 ) ( 191.0 ) ( 152.9 )

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(In millions)

2024 January 28,

2025 February 3,

2024 January 28,

Net loss $ ( 885.0 ) $ ( 933.4 ) $ ( 163.5 )

Other comprehensive income, net of tax:

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

Other comprehensive income, net of tax 1.1 — —

Other comprehensive income (loss), net of tax:

Net change in unrealized gain (loss) on cash flow hedges ( 0.7 ) 1.1 —

Other comprehensive income (loss), net of tax ( 0.7 ) 1.1 —

Comprehensive loss, net of tax $ ( 885.7 ) $ ( 932.3 ) $ ( 163.5 )

3 unchanged sentences

(In millions, except per share amounts)

Capital Accumulated Other Comprehensive Income

Retained Earnings

Additional Paid-in Capital

Accumulated Other Comprehensive Income (Loss) Retained Earnings

(Accumulated Deficit)

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Stock-based compensation — — 554.3 — — 554.3

Issuance of common stock in connection with acquisitions 146.2 0.3 6,889.8 — — 6,890.1

Equity related issuance cost — — ( 8.2 ) — — ( 8.2 )

Replacement equity awards attributable to pre-acquisition service — — 115.6 — — 115.6

Conversion feature of convertible notes — — 244.2 — — 244.2

Impact of repurchase of convertible notes 7.1 — 234.3 — — 234.3

Conversion of convertible notes to common stock 6.4 — 144.2 — — 144.2

Repurchase of common stock ( 2.3 ) — ( 115.0 ) — — ( 115.0 )

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

9 unchanged sentences

Net loss — — — — ( 933.4 ) ( 933.4 )

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

Other comprehensive income — — — 1.1 — 1.1

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

Issuance of common stock in connection with equity incentive plans 9.5 — 87.5 — — 87.5

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Repurchase of common stock ( 9.0 ) — ( 725.0 ) — — ( 725.0 )

Vestings of common stock in connection with customer warrant — — 5.4 — — 5.4

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

1 unchanged sentence

Net loss — — — — ( 885.0 ) ( 885.0 )

Other comprehensive income — — — 1.1 — 1.1

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

Balance at February 1, 2025 866.0 $ 1.7 $ 14,534.1 $ 0.4 $ ( 1,109.2 ) $ 13,427.0

3 unchanged sentences

(In millions)

2024 January 28,

2025 February 3,

2024 January 28,

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Amortization of inventory fair value adjustment associated with acquisitions — — 38.7

Amortization of deferred debt issuance costs and debt discounts 10.7 10.3 21.6

Restructuring related impairment charges 528.8 32.9 5.6

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Principal payments of debt ( 109.4 ) ( 1,622.5 ) ( 265.6 )

Payment for repurchases and settlement of convertible notes — — ( 181.2 )

Proceeds from capped calls — — 160.3

Other, net ( 0.2 ) ( 21.4 ) 0.9

Net cash provided by (used in) in financing activities ( 980.2 ) ( 662.9 ) 2,790.8

Net cash used in financing activities ( 1,383.0 ) ( 980.2 ) ( 662.9 )

Net increase (decrease) in cash and cash equivalents ( 2.5 ) 39.8 297.5

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Marvell Technology, Inc., and its subsidiaries (the “Company”), is a leading supplier of data infrastructure semiconductor solutions, spanning the data center core to network edge.

The Company is a fabless semiconductor supplier of high-performance standard and semi-custom products with core strengths in developing and scaling complex System-on-a-Chip architectures, integrating analog, mixed-signal and digital signal processing functionality.

The Company is a fabless supplier of high-performance semiconductor with core strengths in developing and scaling complex System-on-a-Chip architectures, integrating analog, mixed-signal and digital signal processing functionality.

The Company also leverages leading intellectual property and deep system-level expertise, as well as highly innovative security firmware.

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The Company believes that the concentration of credit risk in its trade receivables is substantially mitigated by the Company’s credit evaluation process, relatively short collection terms and the high level of credit worthiness of its customers.

For customers including distributors, the Company performs ongoing credit evaluations of their financial conditions and limits the amount of credit extended when deemed necessary based upon payment history and their current credit worthiness, but generally requires no collateral.

The Company regularly reviews the allowance for bad debt and doubtful accounts by considering factors such as historical experience, credit quality, reasonable and supportable forecasts, age of the accounts receivable balances and current economic conditions that may affect a customer’s ability to pay.

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

For customers including distributors and direct customers, the Company performs ongoing credit evaluations of their financial conditions and limits the amount of credit extended when deemed necessary based upon payment history and their current credit worthiness, but generally requires no collateral.

The Company regularly reviews the allowance for credit losses by considering factors such as historical experience, credit quality, reasonable and supportable forecasts, age of the accounts receivable balances and current economic conditions that may affect a customer’s ability to pay.

The Company’s accounts receivable was concentrated with four customers at February 1, 2025, who comprise a total of 72 % of gross accounts receivable, compared with three customers at February 3, 2024, who represented 67 % of gross accounts receivable, respectively.

This presentation is at the customer consolidated level.

During fiscal 2024, 2023, and 2022, there was no net revenue attributable to a customer, other than one distributor, whose revenues as a percentage of net revenue was 10% or greater of total net revenues.

Net revenue attributable to significant distributors whose revenues as a percentage of net revenue was 10% or greater of total net revenues is presented in the following table:

2024 January 28,

Net revenue attributable to significant customers including both distributor and direct customers whose revenues represented 10% or more of total net revenue is presented in the following table:

2025 February 3,

2024 January 28,

Direct Customer:

Distributor A 34 % 24 % 20 %

The Company continuously monitors the creditworthiness of its distributors and believes these distributors’ sales to diverse end customers and to diverse geographies further serve to mitigate the Company’s exposure to credit risk.

*Less than 10% of net revenue.

The Company continuously monitors the creditworthiness of its distributor and direct customers, and believes the distributors’ sales to diverse end customers and to diverse geographies further serve to mitigate the Company’s exposure to credit risk.

Inventory is stated at the lower of cost or net realizable value, cost being determined under the first-in, first-out method.

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Leasehold improvements are depreciated over the shorter of the remaining lease term or the estimated useful life of the asset.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Goodwill is recorded when the consideration paid for a business acquisition exceeds the fair value of net tangible and intangible assets acquired.

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The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount or the Company may determine to proceed directly to the quantitative impairment test.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

If the Company assesses qualitative factors and concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount or if the Company determines not to use the qualitative assessment, then a quantitative impairment test is performed.

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Variable consideration primarily consists of price discounts, price protection, rebates, and stock rotation programs and is estimated based on a portfolio approach using the expected value method derived from historical data, current economic conditions, and contractual terms.

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

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

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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

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

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Comprehensive Loss

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

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

Comprehensive loss, net of tax is comprised of net loss and net change in unrealized gains and losses on cash flow hedges for fiscal 2025 and 2024.

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

Accounting for Income Taxes

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Changes to these estimates or judgments may have a material effect on the Company’s tax provision in a future period.

Changes to these estimates or judgments may have a significant effect on the Company’s tax provision in a future period.

Recent Accounting Pronouncements

Accounting Pronouncements Not Yet Effective

Accounting Pronouncements Recently Adopted

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.

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The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements.

The Company adopted this standard for the fiscal year ended February 1, 2025.

See “Note 14 – Segment and Geographic Information” for further information.

The adoption of this standard did not have a significant effect on the Company’s results of operations or financial condition.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Accounting Pronouncements Not Yet Effective

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.

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.

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.

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

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 3 — Revenue

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United States 956.9 17 % 795.6 14 % 690.1 12 %

Finland 380.4 7 % 189.6 3 % 80.2 2 %

Taiwan 560.7 10 % 161.9 3 % 289.0 5 %

Singapore 452.2 8 % 336.2 6 % 331.7 6 %

Thailand 304.4 5 % 329.2 6 % 391.9 7 %

Malaysia 222.6 4 % 393.2 7 % 276.0 6 %

Japan 166.2 3 % 169.1 3 % 260.0 4 %

Taiwan 161.9 3 % 289.0 5 % 161.0 4 %

Philippines 74.6 1 % 171.5 3 % 213.4 5 %

Others 667.1 13 % 716.3 11 % 478.4 10 %

Malaysia 143.1 2 % 222.6 4 % 393.2 7 %

Finland 112.9 2 % 380.4 7 % 189.6 3 %

Other 563.3 10 % 741.7 14 % 887.8 14 %

$ 5,767.3 $ 5,507.7 $ 5,919.6

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

These destinations of shipment are not necessarily indicative of the geographic location of the Company’s end customers or the country in which the Company’s end customers sell devices containing the Company’s products.

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$ 5,767.3 $ 5,507.7 $ 5,919.6

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Contract Liabilities

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Contract liability balances are comprised of deferred revenue.

The amount of revenue recognized during the year ended February 3, 2024, that was included in deferred revenue balance at January 28, 2023 was not material.

The amount of revenue recognized during the year ended February 1, 2025, 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.

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.

Customer Warrant

During fiscal 2025, the Company issued a warrant to a customer for the purchase of up to 4.2 million shares (“Warrant Shares”) of the Company’s common stock at an exercise price of $ 87.77 per share.

The warrant has an exercise term of seven years and a vesting term of five years .

The Warrant Shares vest primarily based on the customer’s achievement of qualifying product revenue milestones and are recognized as a reduction to revenue as qualifying revenues are recognized during the five year vesting term.

The grant date fair value of the Warrant was determined to be $ 54.44 per share and a total fair value of $ 227.6 million using the Black-Scholes option pricing model.

A total of 0.1 million Warrant Shares were vested as of February 1, 2025.

See “Note 11 – Equity Compensation and Employee Benefit Plans” for additional information.

Sales Commissions

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

Note 4 — Restructuring

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

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

2025 February 3,

2024 January 28,

Restructuring related charges included in cost of goods sold $ 357.9 $ — $ —

Restructuring related charges included in operating expenses 353.9 131.1 21.6

Restructuring related charges included in net loss $ 711.8 $ 131.1 $ 21.6

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

2025 February 3,

2024 January 28,

Employee severance and related costs

$ 26.3 $ 93.9 $ 15.5

Impairment and write-off of assets

Acquired intangible assets 240.1 — —

Purchased technology licenses

Property and equipment

Other non-current assets

Recognition of future contractual obligations

Other 48.1 8.6 6.1

$ 711.8 $ 131.1 $ 21.6

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 $ 702.7 million of total restructuring and other related charges for the year ended February 1, 2025 related to the Fiscal 2025 Plan.

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

The restructuring charges include $ 159.0 million impairment of capitalized purchased technology licenses that the Company had 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 associated with impaired technology license agreements.

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

The Company expects these restructuring actions 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 $ 9.1 million for the year ended February 1, 2025 and $ 130.8 million for the year ended February 3, 2024 related to the Fiscal 2024 Plan.

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

Fiscal 2023 Plan.

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

Restructuring charges are mainly comprised of severance and other one-time termination benefits, facility closures where sites may be redundant within the same region or no longer suitably sized for the local employee base, and other costs.

The Company recorded restructuring and other related charges of $ 15.8 million for the year ended January 28, 2023 related to the Fiscal 2023 Plan.

As of the end of fiscal 2025, substantially all actions relating to the Fiscal 2023 Plan have been completed.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

Fiscal 2023 and earlier

Restructuring

Employee Severance and Related Costs

Other Exit Related Costs

Employee Severance and Related Costs

Other Exit Related Costs

Employee Severance and Related Costs

Other Exit Related Costs

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

Charges — 0.3 93.9 36.9 — — 131.1

Net cash payments ( 3.6 ) 2.0 ( 78.4 ) ( 24.5 ) — — ( 104.5 )

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

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

Charges (1) — — 6.9 2.2 19.4 156.8 185.3

Net cash payments — ( 0.8 ) ( 22.4 ) ( 0.7 ) ( 6.5 ) ( 11.4 ) ( 41.8 )

Non-cash items (2) — — — ( 2.2 ) — 170.8 168.6

Balance at February 1, 2025 — — — — 12.9 316.2 329.1

non-current portion — — — — — 228.4 228.4

Current portion $ — $ — $ — $ — $ 12.9 $ 87.8 $ 100.7

(1) Impairment and other non-cash charges of $ 526.5 million recognized in fiscal 2025 were recorded directly to the 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.

The current portion of the restructuring liability at February 1, 2025 is comprised of $ 91.5 million and $ 9.2 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 consolidated balance sheets.

Note 5 — 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.

There was no activity from acquisitions or divestitures recorded to goodwill in fiscal 2025 and 2024.

The carrying value of total goodwill as of February 1, 2025 and February 3, 2024 was $ 11.6 billion.

The Company has identified that its business operates as a single operating segment and as a single reporting unit for the purpose of goodwill impairment testing.

The Company’s annual test for goodwill impairment as of the last day of the fourth quarter of fiscal 2025 did no t result in any impairment charge.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Acquired Intangible Assets, Net

As of February 1, 2025 and February 3, 2024, net carrying amounts excluding fully amortized intangible assets are as follows (in millions, except for weighted-average remaining amortization period):

February 1, 2025

Gross Carrying

Amounts Accumulated

Amortization and Impairment

Amounts Weighted-Average Remaining Amortization Period (Years)

Developed technologies $ 5,162.0 $ ( 3,466.1 ) $ 1,695.9 3.6

Customer contracts and related relationships 2,039.0 ( 1,372.5 ) 666.5 2.4

Trade names 50.0 ( 37.8 ) 12.2 1.2

Total acquired amortizable intangible assets 7,251.0 ( 4,876.4 ) 2,374.6 3.3

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

Total acquired intangible assets $ 7,587.0 $ ( 4,876.4 ) $ 2,710.6

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 fiscal 2025, 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.

Amortization for acquired intangible assets was $ 1.1 billion during the years ended February 1, 2025, February 3, 2024 and January 28, 2023.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table presents the estimated future amortization expense of acquired amortizable intangible assets as of February 1, 2025 (in millions):

Fiscal Year Amount

Thereafter 103.7

Note 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.

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

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

Fair Value Measurements at February 1, 2025

Level 1 Level 2 Level 3 Total

Items measured at fair value on a recurring basis:

Cash equivalents:

Time deposits $ — $ 57.2 $ — $ 57.2

Prepaid expenses and other current assets:

Foreign currency forward contracts — 0.5 — 0.5

Other non-current assets:

Marketable equity investments 15.6 — — 15.6

Severance pay fund — 0.6 — 0.6

Total assets $ 15.6 $ 58.3 $ — $ 73.9

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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 February 1, 2025 and February 3, 2024, non-marketable equity investments had a carrying value of $ 48.2 million and $ 45.8 million, respectively, and are included in other non-current assets in the Company’s 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

There were no transfers of assets between levels in either fiscal 2025 or 2024.

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 February 1, 2025 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 CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 7 — Debt

Summary of Borrowings and Outstanding Debt

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

2024 January 28,

The following table summarizes the Company’s outstanding debt at February 1, 2025 and February 3, 2024 (in millions):

2025 February 3,

Face Value Outstanding:

2026 Term Loan - 5-Year Tranche $ 590.6 $ 700.0

2026 Term Loan - 5-Year Tranche 700.0 787.5

Term Loan Total 590.6 700.0

4.875 % MTG/MTI 2028 Senior Notes

1.650 % 2026 Senior Notes

10 unchanged sentences

(1) As of February 1, 2025, the current portion of outstanding debt that is due within twelve months includes a portion of the 2026 Term Loan - 5-Year Tranche.

The weighted-average interest rate on short-term debt outstanding at February 3, 2024 and January 28, 2023 was 6.830 % and 4.448 %, respectively.

The weighted-average interest rate on short-term debt outstanding at February 1, 2025 and February 3, 2024 was 5.785 % and 6.830 %, respectively.

2024 and 2026 Term Loans

2 unchanged sentences

(i) $ 875.0 million loan with a 3-year term from the funding date (the “3-Year Tranche Loan”) and (ii) $ 875.0 million loan with a 5-year term from the funding date (the “5-Year Tranche Loan” and, together with the 3-Year Tranche Loan, the “2024 and 2026 Term Loans”).

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

6 unchanged sentences

As of February 1, 2025, the Company has $ 590.6 million of 5-Year Tranche Loan borrowings outstanding.

MARVELL TECHNOLOGY, INC.

NOTES TO 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.

8 unchanged sentences

This annual rate was 0.175 % at February 1, 2025.

During the quarter ended April 29, 2023, the Company drew down $ 200.0 million on the 2023 Revolving Credit Facility.

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

During the quarter ended October 28, 2023, the Company repaid $ 200.0 million of the 2023 Revolving Credit Facility which was outstanding from the first quarter of fiscal 2024 and also drew down and repaid an additional $ 50.0 million from the 2023 Revolving Credit Facility.

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

As of February 1, 2025, the 2023 Revolving Credit Facility was undrawn and is 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.

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

As of February 1, 2025, the Company was in compliance with its debt covenants for the credit agreements discussed above.

1 unchanged sentence

On September 18, 2023, the Company completed an offering of (i) $ 500.0 million aggregate principal amount of the Company’s 5.750 % Senior Notes due 2029 (the “2029 Senior Notes”) and (ii) $ 500.0 million aggregate principal amount of the Company’s 5.950 % Senior Notes due 2033 (the “2033 Senior Notes”, and, together with the 2029 Senior Notes, the “2029 and 2033 Senior Notes”).

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The 2029 Senior Notes have a 5.5 -year term and mature on February 15, 2029, and the 2033 Senior Notes have a 10 -year term and mature on September 15, 2033.

9 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 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.

14 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 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.

12 unchanged sentences

As of February 1, 2025, the Company had $ 499.9 million borrowings outstanding from MTI 2028 Notes and MTG 2028 Notes.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Interest Expense and Future Contractual Maturities

During fiscal 2024, fiscal 2023, and fiscal 2022, the Company recognized $ 202.9 million, $ 159.6 million, and $ 119.0 million of interest expense, respectively, in its consolidated statements of operations related to interest, amortization of debt issuance costs and accretion of discount associated with the outstanding term loans and senior notes.

During fiscal 2025, 2024, and 2023, the Company recognized $ 183.0 million, $ 202.9 million, and $ 159.6 million of interest expense, respectively, in its consolidated statements of operations related to interest, amortization of debt issuance costs and accretion of discount associated with the outstanding debt.

As of February 1, 2025, the aggregate future contractual maturities of the Company’s outstanding debt, at face value, were as follows (in millions):

2 unchanged sentences

Total $ 4,090.5

Note 5 — Leases

The Company’s leases primarily include facility leases and hosting/data center leases, which are all classified as operating leases.

For hosting/data center leases, the Company elected the practical expedient to account for the lease and non-lease component as a single lease component.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

2024 January 28,

2023 January 29,

Operating lease expense $ 62.0 $ 49.6 $ 61.7

Cash paid for amounts included in the measurement of operating lease liabilities $ 53.5 $ 41.9 $ 45.1

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

The effect of operating lease right-of-use asset amortization of $ 37.2 million, $ 32.5 million and $ 28.9 million is included in changes in Other expense, net in the cash provided by operating activities section on the consolidated statements of cash flows for the fiscal years ended February 3, 2024, January 28, 2023, and January 29, 2022, respectively.

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

Fiscal Year Operating Leases Sublease Income

2025 $ 47.8 $ 5.5

2026 43.4 5.7

2027 39.7 5.9

2028 33.1 4.1

2029 23.7 2.2

Thereafter 86.7 4.1

Total lease payments 274.4 27.5

imputed interest 39.0

Present value of lease liabilities $ 235.4

Average lease terms and discount rates were as follows:

2024 January 28,

Weighted-average remaining lease term (years) 7.3 7.0

Weighted-average discount rate 4.0 % 3.7 %

Note 8 — Commitments and Contingencies

2 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 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 and assembly partners, technology license fee obligations, and minimum purchase commitments under technology service agreements.

Total future unconditional purchase commitments as of February 1, 2025, are as follows (in millions):

Fiscal Year Purchase Commitments to

Foundries and Test & Assembly

Partners Technology

Fiscal Year Purchase Commitments to Foundries and Test and Assembly Partners

Technology Services and License Fees

2026 $ 1,021.9 $ 192.5

7 unchanged sentences

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.

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

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company entered into manufacturing supply capacity reservation agreements with foundries and test & assembly suppliers during the current and prior fiscal 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 addition, the Company committed to certain purchase levels that were in line with the capacity reserved.

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

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

During the first and second quarters of fiscal 2025, the Company worked with its foundry and test and 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 least $ 544.6 million of wafers, substrates, and other manufacturing products for fiscal 2026 through fiscal 2033 under the capacity reservation agreements.

In addition, t otal fees and refundable deposits payable under these arrangements are $ 47.1 million in fiscal 2026 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.

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

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

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 as of the cease use date are payable quarterly over the contract term.

Contingencies and Legal Proceedings

5 unchanged sentences

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

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

Subsequent to fiscal 2025 year end, the Company reached an agreement with the customer to resolve the matter, in an amount that was not materially different than previously estimated, as reflected in the accompanying fiscal 2025 consolidated financial statements accordingly.

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.

The ultimate outcome of its pending 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.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Indemnities, Commitments and Guarantees

13 unchanged sentences

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

Note 7 — Business Combinations

On October 5, 2021, the Company completed the acquisition of Innovium, Inc.

(“Innovium”), a leading provider of networking solutions for cloud and edge data centers, in an all-stock transaction for total purchase consideration of $ 1.0 billion attributable to stock consideration of $ 994.2 million and the fair value of a previously held equity interest of $ 10.0 million.

The Innovium acquisition was primarily intended to allow the Company to immediately participate in the fastest growing segment of the switch market with a cloud-optimized solution.

In accordance with the terms of the Agreement and Plan of Merger dated August 2, 2021 (the “Innovium merger agreement”), the Company’s common stock was issued in exchange for all outstanding equity of Innovium, including shares of Innovium’s preferred and common stock, employee equity awards and warrants.

The factors contributing to the recognition of goodwill were based upon the Company’s conclusion that there are strategic and synergistic benefits that are expected to be realized from the acquisition.

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

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

Common stock issued or to be issued $ 971.0

Stock consideration for replacement equity awards attributable to pre-combination service 33.2

Total merger consideration $ 1,004.2

In accordance with U.S.

GAAP requirements for business combinations, the Company allocated the fair value of the purchase consideration to the tangible assets, liabilities and intangible assets acquired, including in-process research and development (“IPR&D”), generally based on their estimated fair values.

The excess purchase price over those fair values is recorded as goodwill.

IPR&D is initially capitalized at fair value as an intangible asset with an indefinite life and assessed for impairment thereafter.

When an IPR&D project is completed, the IPR&D is reclassified as an amortizable purchased intangible asset and amortized over the asset’s estimated useful life.

The Company’s valuation assumptions of acquired assets and assumed liabilities require significant estimates, especially with respect to intangible assets.

Acquisition-related costs are expensed in the periods in which such costs are incurred.

See “Note 8 – Goodwill and Acquired Intangible Assets, Net” for additional information.

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

Cash and cash equivalents $ 60.4

Inventories 70.0

Goodwill 462.4

Acquired intangible assets, net 433.0

Other, net ( 21.6 )

Total merger consideration $ 1,004.2

The Company incurred total acquisition related costs of $ 11.9 million which were recorded in selling, general and administrative expense in the consolidated statements of operations.

On April 20, 2021, the Company completed the acquisition of Inphi (the “Inphi acquisition”).

Inphi is a global leader in high-speed data movement enabled by optical interconnects.

The Inphi acquisition was primarily intended to create an opportunity for the combined company to be uniquely positioned to serve the data-driven world, addressing high growth, attractive end markets such as cloud data center and 5G.

In accordance with the terms of the Agreement and Plan of Merger dated as of October 29, 2020, by and among the Company and Inphi (the “Inphi merger agreement”), the Company acquired all outstanding shares of common stock of Inphi for $ 66.00 per share in cash and 2.323 shares of the Company’s common stock exchanged for each share of Inphi common stock.

The merger consideration paid in cash was funded with a combination of cash on hand and funds from the Company’s debt financing.

See “Note 4 – Debt” for additional information.

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

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

Cash consideration $ 3,673.2

Common stock issued

Stock consideration for replacement equity awards attributable to pre-combination service 82.3

Equity component of convertible debt 244.2

Total merger consideration $ 9,917.5

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In accordance with U.S.

GAAP requirements for business combinations, the Company allocated the fair value of the purchase consideration to the tangible assets, liabilities and intangible assets acquired, including IPR&D, generally based on their estimated fair values.

The excess purchase price over those fair values is recorded as goodwill.

IPR&D is initially capitalized at fair value as an intangible asset with an indefinite life and assessed for impairment thereafter.

When an IPR&D project is completed, the IPR&D is reclassified as an amortizable purchased intangible asset and amortized over the asset’s estimated useful life.

The Company’s valuation assumptions of acquired assets and assumed liabilities require significant estimates, especially with respect to intangible assets.

Acquisition-related costs are expensed in the periods in which such costs are incurred.

See “Note 8 – Goodwill and Acquired Intangible Assets, Net” for additional information.

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

Cash and cash equivalents $ 72.3

Accounts receivable, net 99.7

Inventories 270.4

Prepaid expenses and other current assets 213.3

Property and equipment, net 98.5

Acquired intangible assets, net 4,420.0

Other non-current assets 96.6

Goodwill 5,688.4

Accounts payable and accrued liabilities ( 189.8 )

Convertible debt - short-term ( 313.7 )

Convertible debt - long-term ( 240.3 )

Other non-current liabilities ( 297.9 )

Total merger consideration $ 9,917.5

In fiscal 2022, the Company incurred $ 50.8 million in acquisition related costs which were recorded in selling, general and administrative expense in the consolidated statements of operations.

The Company also incurred $ 39.8 million of aggregate debt financing costs.

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

See “Note 4 – Debt” for additional information.

Additionally, the Company incurred $ 8.2 million of equity issuance costs, which were recorded in additional paid-in capital in the consolidated balance sheets.

Unaudited Supplemental Pro Forma Information

The unaudited supplemental pro forma financial information presented below is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the acquisitions had been completed on the date indicated, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position.

The pro forma adjustments are based upon currently available information and certain assumptions the Company believe are reasonable under the circumstances.

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

The unaudited supplemental pro forma information includes adjustments to amortization and depreciation for acquired intangible assets and property and equipment, adjustments to stock-based compensation expense, the purchase accounting effect on inventories acquired, interest expense, and transaction costs.

For fiscal 2021, non-recurring pro forma adjustments directly attributable to the Innovium and Inphi acquisitions in the pro forma information presented below included (i) stock-based compensation expense of $ 46.7 million, (ii) the purchase accounting effect of inventories acquired of $ 233.0 million, (iii) interest expense of $ 11.4 million, and (iv) transaction costs of $ 65.7 million.

The unaudited supplemental pro forma information presented below is for informational purposes only and is not necessarily indicative of the Company’s consolidated results of operations of the combined business had the Inphi and Innovium acquisitions actually occurred at the beginning of fiscal 2021 or of the results of the Company’s future operations of the combined business.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

Pro forma net revenue $ 4,638.5

Pro forma net loss $ ( 211.9 )

Note 8 — 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.

In connection with the Innovium and Inphi acquisitions on October 5, 2021 and April 20, 2021, respectively, the Company recorded goodwill of $ 6.1 billion.

In January 2022, the Company completed the acquisition of a consulting services entity for purchase consideration of $ 41.8 million, primarily for the purpose of expanding engineering resources to address customer design opportunities, of which $ 25.5 million was allocated to goodwill.

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

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

The Company has identified that its business operates as a single operating segment and as a single reporting unit for the purpose of goodwill impairment testing.

The Company’s annual test for goodwill impairment as of the last day of the fourth quarter of fiscal 2024 did no t result in any impairment charge.

There was no activity from acquisitions or divestitures recorded to goodwill in fiscal 2024 and 2023 other than those described above.

Acquired Intangible Assets, Net

In connection with the Innovium acquisition on October 5, 2021, the Company acquired $ 433.0 million of intangible assets as follows (in millions, except for weighted-average useful life as of acquisition date):

Preliminary Estimated Asset Fair Value Weighted-Average Useful Life (Years)

Developed technology $ 274.0 8.0

Customer contracts and related relationships 66.0 8.0

IPR&D 93.0 n/a

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In connection with the Inphi acquisition on April 20, 2021, the Company acquired $ 4.4 billion of intangible assets as follows (in millions, except for weighted-average useful life as of acquisition date):

Preliminary Estimated Asset Fair Value Weighted-Average Useful Life (Years)

Developed technology $ 2,010.0 6.0

Customer contracts and related relationships 1,470.0 6.0

Order backlog 70.0 0.8

Trade name 50.0 5.0

IPR&D 820.0 n/a

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

Note 9 — Leases

The Company’s leases primarily include facility leases and hosting/data center leases, which are all classified as operating leases.

For hosting/data center leases, the Company elected the practical expedient to account for the lease and non-lease component as a single lease component.

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

2025 February 3,

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

2024 January 28,

Gross Carrying

Amounts Accumulated

Amortization Net Carrying

Amounts Weighted-Average Remaining Amortization Period (Years)

Developed technologies $ 5,078.0 $ ( 2,014.5 ) $ 3,063.5 4.7

Customer contracts and related relationships 2,179.0 ( 853.2 ) 1,325.8 4.2

Trade names 66.0 ( 32.3 ) 33.7 3.1

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

IPR&D 679.0 — 679.0 n/a

Total acquired intangible assets $ 8,002.0 $ ( 2,900.0 ) $ 5,102.0

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.

Useful lives for these IPR&D projects are expected to range between 5 to 10 years.

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

Amortization for acquired intangible assets was $ 1.1 billion, $ 1.1 billion and $ 979.4 million during the years ended February 3, 2024, January 28, 2023 and January 29, 2022, respectively.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

Fiscal Year Amount

Operating lease expense $ 58.2 $ 62.0 $ 49.6

Cash paid for amounts included in the measurement of operating lease liabilities $ 49.7 $ 53.5 $ 41.9

Right-of-use assets obtained in exchange for lease obligations

$ 80.9 $ 34.1 $ 107.7

Thereafter 125.0

Note 9 — Fair Value Measurements