Item 15. Exhibits and Financial Statement Schedules Copy as markdown (a)The following documents are filed as part of this Annual Report on Form 10-K:
1.Financial Statements:
See the “Index to Consolidated Financial Statements” on page 54 of this Annual Report on Form 10-K.
2.Financial Statement Schedules:
See “Schedule II — Valuation and Qualifying Accounts” on page 119 of this Annual Report on Form 10-K:
All other schedules not listed above have been omitted because they are not applicable or required, or the information required to be set forth therein is included in the Consolidated Financial Statements or Notes thereto.
3.Exhibits.
Exhibit No. Description Form File Number Incorporated by Reference from Exhibit Number Filed with SEC 2.1** Agreement and Plan of Merger and Reorganization, dated as of October 29, 2020, by and among Marvell Technology Group Ltd., Inphi Corporation, Maui HoldCo, Inc., Maui Acquisition Company Ltd and Indigo Acquisition Corp. 8-K 000-30877 2.1 10/30/2020 2.2 Agreement and Plan of Merger by and among the Company, Kauai Acquisition Corp., and Cavium, Inc. dated as of November 19, 2017 8-K 000-30877 2.1 11/20/2017 2.3 Asset Purchase Agreement between Marvell and NXP dated May 29, 2019 10-Q 000-30877 2.1 9/4/2019 3.1 Amended and Restated Certificate of Incorporation of Marvell Technology, Inc. 8-K 001-40357 3.1 4/20/2021 3.2 Amended and Restated Bylaws of Marvell Technology, Inc. 8-K 001-40357 3.2 4/20/2021 4.1 First Supplemental Indenture, dated as of April 20, 2021, by and among Marvell Technology, Inc., Inphi Corporation and Wells Fargo Bank, National Association, as trustee 8-K 001-40357 4.1 4/21/2021 4.2 First Supplemental Indenture, dated as of April 20, 2021, by and among Marvell Technology, Inc., Inphi Corporation and U.S. Bank National Association, as trustee 8-K 001-40357 4.2 4/21/2021 4.3 Base Indenture, dated as of April 12, 2021, between Marvell Technology, Inc. and U.S. Bank National Association, as trustee 8-K 000-30877 4.1 4/12/2021 4.4 First Supplemental Indenture, dated as of April 12, 2021, by and among Marvell Technology, Inc., Marvell Technology Group Ltd. and U.S. Bank National Association, as trustee 8-K 000-30877 4.2 4/12/2021
4.5 Form of $500,000,000 1.650% Senior Notes due 2026 (included as Exhibit A to Exhibit 4.2) 8-K 000-30877 4.3 4/12/2021 4.6 Form of $750,000,000 2.450% Senior Notes due 2028 (included as Exhibit B to Exhibit 4.2) 8-K 000-30877 4.4 4/12/2021 4.7 Form of $750,000,000 2.950% Senior Notes due 2031 (included as Exhibit C to Exhibit 4.2) 8-K 000-30877 4.5 4/12/2021 4.8 Second Supplemental Indenture, dated as of May 4, 2021, between Marvell Technology, Inc. and U.S. Bank National Association, as trustee 8-K 001-40357 4.2 5/4/2021 4.9 Form of $433,817,000 4.200% Senior Notes due 2023 (included as Exhibit A to Exhibit 4. 2 ) 8-K 001-40357 4.3 5/4/2021 4.10 Form of $479,394,000 4.875% Senior Notes due 2028 (included as Exhibit B to Exhibit 4. 2 ) 8-K 001-40357 4.4 5/4/2021 4.11 Second Supplemental Indenture, dated as of April 15, 2021, by and between Marvell Technology Group Ltd. and U.S. Bank National Association 8-K 000-30877 4.1 4/19/2021 10.1 Form of Indemnification Agreement 8-K 001-40357 10.1 4/20/2021 10.2** Credit Agreement, dated as of December 7, 2020, among Marvell Technology Group Ltd., Maui HoldCo, Inc., the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent 8-K 000-30877 10.1 12/8/2020 10.3** Revolving Credit Agreement, dated as of December 7, 2020, among Marvell Technology Group Ltd., Maui HoldCo, Inc., the Guarantors party thereto, the Lenders party thereto and Bank of America, N.A., as the Administrative Agent 8-K 000-30877 10.2 12/8/2020 10.4** Amendment No. 1 to Credit Agreement, dated as of December 7, 2020, among Marvell Technology Group Ltd., the Lenders party thereto, Bank of America, N.A., as the Revolving Facility Agent, and Goldman Sachs Bank USA, as the General Administrative Agent and the Term Facility Agent 8-K 000-30877 10.3 12/8/2020 10.5 Form of Exchange Agreement 8-K 001-40357 10.1 4/21/2021 10.6 Registration Rights Agreement, dated as of April 12, 2021, by and among Marvell Technology, Inc., Marvell Technology Group Ltd. and J.P. Morgan Securities, LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the initial purchasers of the Notes 8-K 000-30877 10.1 4/12/2021
10.7# Marvell Technology Group Ltd. Amended and Restated 1995 Stock Option Plan (now named the Marvell Technology, Inc. Amended and Restated 1995 Stock Option Plan) (as amended and restated as of April 2, 2021) S-8 333-255384 4.1 4/20/2021 10.7.1# Form of Stock Option Agreement and Notice of Grant of Stock Options and Option Agreement for use with 1995 Stock Option Plan (for options granted after September 20, 2013) 8-K 000-30877 10.2 9/26/2013 10.7.2# Form of Performance Award Agreement and Notice of Grant of Performance Award and Award Agreement for use with the Amended and Restated 1995 Stock Option Plan 10-Q 000-30877 10.2 6/5/2014 10.7.3# Form of Deferral Feature Stock Unit Agreement with Stock Unit Election Form for use with the Amended and Restated 1995 Stock Option Plan 10-K 000-30877 10.3.11 3/29/2018 10.7.4# Form of Relative TSR RSU Grant Notice 10-Q 000-30877 10.3 6/6/2019 10.7.5# Form of Value Creation Performance Based Restricted Stock Unit Grant Notice 10-Q 000-30877 10.1 6/6/2019 10.7.6# Amended and restated form of stock unit agreement under the 1995 Stock Option Plan as amended June 2021 10-Q 001-40357 10.21 8/27/2021 10.8# Marvell Technology Group Ltd. 2000 Employee Stock Purchase Plan (now named the Marvell Technology, Inc. 2000 Employee Stock Purchase Plan, as Amended and Restated) (as amended and restated as of April 2, 2021) S-8 333-255384 4.2 4/20/2021 10.8.1# Marvell Technology Group Ltd. 2000 Employee Stock Purchase Plan, as Amended and Restated (now named the Marvell Technology, Inc. 2000 Employee Stock Purchase Plan, as Amended and Restated) Form of Subscription Agreement S-8 333-255384 4.3 4/20/2021 10.8.2# Amended and restated form of subscription agreement under the 2000 ESPP as amended June 2021 10-Q 001-40357 10.22 8/27/2021 10.9# Offer Letter between the Marvell and Matthew J. Murphy and form of Severance Agreement attached thereto as Appendix B 8-K 000-30877 10.1 6/20/2016 10.9.1# Severance Agreement with Matt Murphy as amended December 1, 2020 10-Q 000-30877 10.6 12/4/2020 10.10# Cavium, Inc. 2016 Equity Incentive Plan (including forms of grant notice and agreements) 10-Q 000-30877 10.1 12/4/2019
10.29 Registration Rights Agreement, dated as of May 4, 2021, by and between Marvell Technology, Inc. and J.P. Morgan Securities LLC S-4 333-260832 4.6 11/5/2021 10.30 The description of the Registrant’s Common Stock, par value $0.002 per share, contained in the Registrant’s Registration Statement on Form S-4 initially filed with the Commission on December 22, 2020, as amended; S-4 333-251606 12/22/2020 21.1 Subsidiaries of Registrant Filed herewith 23.1 Consent of Independent Registered Public Accounting Firm - Deloitte & Touche LLP Filed herewith 24.1 Power of Attorney (contained in the signature page to this Annual Report) Filed herewith 31.1 Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer Filed herewith 31.2 Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial Officer Filed herewith 32.1* Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Principal Executive Officer Filed herewith 32.2* Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Principal Financial Officer Filed herewith 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Presentation Linkbase Document 104 Cover Page Interactive Data File - The cover page from this Annual Report on Form 10-K is formatted in iXBRL
Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
** Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request
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