Marvell Technology (MRVL) 10-K risk factor changes: FY2023 vs FY2022

You should consider all of the risk factors described in our public filings when evaluating our [removed: business*.][added: business.*]

- risks related to the impact of the COVID-19 pandemic or other future pandemics, on the global economy and on our [removed: manufacturing partners,] customers, suppliers, employees and business;

- risks related to the extension of lead time due to supply chain disruptions, component shortages that impact the [added: costs and] production of our [removed: products,] [added: products] and [added: kitting process, and] constrained availability from other electronic suppliers impacting our [removed: customers'] [added: customers’] ability to ship their products, which in turn may adversely impact our sales to those customers;

- risks related to changes in general economic conditions [added: such as economic slowdowns, inflation, stagflation, rising interest rates, and recessions] or political conditions, such as the tariffs and trade restrictions with [removed: China] [added: China, Russia] and other foreign nations, and specific conditions in the end markets we address, including the continuing volatility in the technology sector and semiconductor [removed: industry;][added: industry and the U.S. National Science and Technology Council’s designation of semiconductors as a critical and emerging technology;]

- risks related to our ability to successfully integrate and to realize anticipated [added: benefits or] synergies, on a timely basis or at all, in connection with [removed: the Inphi transaction, Innovium acquisition and] [added: our past, current, or any] future acquisitions, divestitures, significant investments or strategic transactions;

- risks related to our dependence on a few customers for a significant portion of our [added: revenue including risks related to severe financial hardship or bankruptcy or other attrition of one or more of our major customers, particularly as our major customers comprise an increasing percentage of our] revenue;

- risks related to our ability to maintain a competitive cost structure for our [removed: manufacturing and assembly] [added: manufacturing, assembly, testing] and [removed: test] [added: packaging] processes and our reliance on third parties to produce our products;

- risks related to any current and future [removed: litigation and] [added: litigation,] regulatory [removed: investigations] [added: investigations, or contractual disputes with customers] that could result in substantial costs and a diversion of management’s attention and resources that are needed to successfully maintain and grow our business;

- risks related to seasonality or volatility related to sales into the [removed: infrastructure market;][added: infrastructure, semiconductor and related industries and end markets;]

- risks related to our ability to [added: design,] develop and introduce new and enhanced products, in particular in the 5G and Cloud markets, in a timely and effective manner, as well as our ability to anticipate and adapt to changes in technology;

- risks related to the potential impact of [removed: a] significant [added: events or] natural disasters or the effects of climate change (such as drought, flooding, wildfires, increased storm [removed: severity and] [added: severity,] sea level [removed: rise),] [added: rise, and power outages),] particularly in certain regions in which we operate or own buildings, such as Santa Clara, California, and where our third party [added: manufacturing partners or] suppliers operate, such as Taiwan and elsewhere in the Pacific Rim;

- risks related to our Environmental, Social and Governance (ESG) programs; [added: and]

- risks related to failures of our customers to agree to pay for NRE (non-recurring engineering) [removed: costs or] [added: costs,] failure to pay enough to cover the costs we incur in connection with [removed: NREs.][added: NREs or non-payment of previously agreed NRE costs due to us.]

In future periods, our stock price could decline if, [removed: amongst] [added: among] other factors, our revenue or operating results are below our estimates or the estimates or expectations of securities analysts and investors.

We face risks related to the COVID-19 pandemic which [removed: currently] has, and may continue in the future to, significantly disrupt and adversely impact our manufacturing, research and development, operations, sales and financial results.

Although [added: the pandemic related] restrictions [added: above] have eased in [removed: some] [added: many] places, the ongoing pandemic, including large outbreaks, resurgences of COVID-19 in various regions [removed: (such as the United States, Singapore, China] and [removed: various other countries throughout Asia and India) and] appearances of new variants of the virus, has resulted, and may continue to result, in their [added: full or partial] reinstitution.

In addition, although many countries have vaccinated large segments of their population, [added: during fiscal year 2023] COVID-19 [removed: continues] [added: continued] to disrupt business activities, trade, and supply chains in many countries.

We expect [removed: these] [added: lingering] impacts [added: related] to [added: COVID-19 to] continue for the foreseeable future.

Our business has been, and [removed: will] [added: may] continue to be, adversely impacted by the effects of the COVID-19 [removed: pandemic.][added: pandemic or other future pandemics.]

In addition to global [added: and domestic] macroeconomic effects, [added: during fiscal years 2022 and 2023] the COVID-19 pandemic and related adverse public health measures [removed: have] caused disruption to our global operations and sales.

Our third-party [removed: manufacturers,] [added: manufacturing partners,] suppliers, [removed: third-party] distributors, sub-contractors and customers have been, and [removed: are expected to] [added: may] continue to be, disrupted by worker absenteeism, quarantines and restrictions on their employees’ ability to work; office and factory closures; disruptions to ports and other shipping infrastructure; border closures; and other travel or health-related restrictions.

Depending on the magnitude of such effects on our manufacturing, assembling, [added: testing,] and [removed: testing] [added: packaging] activities or the operations of our [added: manufacturing partners,] suppliers, [removed: third-party] distributors, sub-contractors and customers, our supply chain, manufacturing and product shipments will be delayed, which could adversely affect our business, operations and customer relationships.

For example, we were impacted by COVID outbreaks in Asia in the [removed: fourth quarter] [added: first half] of fiscal [removed: 2022] [added: 2023] that resulted in closed factories, clogged ports and a shortage of workers as officials imposed lockdowns and mass testing requirements.

In addition to operational and customer impacts, the COVID-19 pandemic has had, and is expected to continue to have, [added: (and future pandemics are expected to have)] a significant impact on the economies and financial markets of many countries including an economic downturn, which has affected and may in the future affect demand for our products and impact our operating results in both the near and long term.

There can be no assurance that any decreases in sales resulting from the COVID-19 pandemic [added: (or any future pandemic)] will be offset by increased sales in subsequent periods.

[removed: Due] [added: As the COVID-19 pandemic reaches endemic stages, due] to the [added: continued] uncertainty regarding [removed: the] [added: its] severity and duration [added: (including resurgences or mutations] of the [removed: COVID-19 pandemic and] [added: virus),] related public health measures and macroeconomic impacts, at this time we are unable to predict [removed: the] [added: its] full impact [removed: of the COVID-19 pandemic] on our business, financial condition, operating results and cash flows.

Over the last few years, [removed: the Company has] [added: we have] rapidly increased in size.

As a result, we have had [added: to, and expect in the future] to [added: continue to need to,] appropriately scale our business, internal systems and organization, [removed: including our ability to attract] and [removed: retain personnel, and] [added: to] continue to improve our operational, financial and management controls, reporting systems and procedures, to serve our growing customer base.

Any failure of, or delay in, these efforts could negatively impact [removed: our] performance [removed: and] [added: our] financial results.

[removed: These efforts] [added: Changes in existing taxation benefits, tax rules or tax practices] may adversely affect our financial [removed: results.][added: results.]

Our long-term strategy has included in the past, [removed: as discussed below,] and may continue to include in the [removed: future] [added: future,] identifying and acquiring, investing in or merging with suitable [removed: candidates on acceptable terms,] [added: companies,] or divesting of certain business [removed: lines] [added: lines, assets] or activities.

In particular, over time, we may acquire, make investments in, or merge with providers of product offerings that complement our business or may terminate [removed: such activities.][added: or dispose of business lines, assets or activities if they are no longer in alignment with our operational strategy and priorities.]

Given that our resources are limited, [removed: our] [added: any] decision to pursue a transaction has opportunity costs; accordingly, if we pursue a particular transaction, we may need to forgo the prospect of entering into other transactions [added: or making other capital allocation decisions] that could help us achieve our strategic objectives.

In addition, the use of our [removed: shares] [added: stock] to finance an acquisition, [removed: such as our acquisition of Innovium,] will result in an increase in the number of outstanding shares and will reduce the ownership percentage of each of our outstanding stockholders.

Failure to complete a pending transaction may result in negative publicity and a negative perception of us [removed: in] [added: among] the investment community.

[removed: We] [added: In addition, we] used a significant portion of our cash and incurred substantial indebtedness in connection with the financing of our acquisition of Inphi, which was completed in fiscal 2022.

Our use of cash to fund our [removed: current and future] acquisitions has reduced our liquidity and may (i) limit our flexibility in responding to other business opportunities and (ii) increase our vulnerability to adverse economic and industry conditions.

We rely on our manufacturing partners for the manufacture, [removed: assembly and] [added: assembly,] testing [added: and packaging] of our products, and the failure of any of these third-party vendors to deliver products or otherwise perform as requested or to be able to fulfill our orders could damage our relationships with our customers, decrease our sales and limit our ability to grow our business.

We do not have our own [removed: manufacturing or] [added: manufacturing,] assembly [added: or packaging] facilities and have very limited in-house testing facilities.

We also currently rely on several third-party [removed: assembly] [added: assembly, testing] and [removed: test] [added: packaging] subcontractors to assemble, package and test our products.

We face risks related to recessions, inflation, stagflation and other economic conditions

Customer demand for our products may be impacted by weak economic conditions, inflation, stagflation, recessionary or lower-growth environments, rising interest rates, equity market volatility or other negative economic factors in the U.S. or other nations.

For example, under these conditions or expectation of such conditions, our customers may cancel orders, delay purchasing decisions or reduce their use of our services.

In addition, these economic conditions could result in higher inventory levels and the possibility of resulting excess capacity charges from our manufacturing partners if we need to slow production to reduce inventory levels.

Further, in the event of a recession or threat of a recession our manufacturing partners, suppliers, distributors, and other third-party partners may suffer their own financial and economic challenges and as a result they may demand pricing accommodations, delay payment, or become insolvent, which could harm our ability to meet our customer demands or collect revenue or otherwise could harm our business.

Similarly, disruptions in financial and/or credit markets may impact our ability to manage normal commercial relationships with our manufacturing partners, customers, suppliers and creditors and might cause us to not be able to continue to access preferred sources of liquidity when we would like, and our borrowing costs could increase.

Thus, if general macroeconomic conditions, or conditions in the semiconductor industry, or conditions in our customer end markets continue to deteriorate or experience a sustained period of weakness or slower growth, our business and financial results could be materially and adversely affected.

In addition, we are also subject to risk from inflation and increasing market prices of certain components, supplies, and commodity raw materials, which are incorporated into our end products or used by our manufacturing partners or suppliers to manufacture our end products.

These components, supplies and commodities have from time to time become restricted, or general market factors and conditions have in the past and may in the future affect pricing of such components, supplies and commodities (such as inflation or supply chain constraints).

See also, “Our gross margin and results of operations may be adversely affected in the future by a number of factors, including decreases in our average selling prices of products over time, shifts in our product mix, or price increases of certain components or third-party services due to inflation, supply chain constraints, or for other reasons.”

In addition, customers who have purchase commitments may not honor those commitments.

As we have a broad product portfolio and diversified products with many different SKUs, significant supply chain disruptions will cause us to have more work-in-process inventories we hold to ensure we have flexibility to support our customers.

If we cannot predict future customer demand or supply chain disruptions, then we may hold excess or obsolete inventory.

Moreover, significant supply chain disruption may negatively impact the timing of our product shipments and revenue shipment linearity which may impact and extend our cash conversion cycle.

In addition, MaxLinear, Inc. announced plans to acquire Silicon Motion in May 2022 and Broadcom announced plans to acquire VMware in May 2022.

In addition, the ASIC business model requires us to use third-party intellectual property and we may lose business or experience reputational harm if third parties, including customers, lose confidence in our ability to protect their intellectual property rights.

With respect to risks related to our use of third-party intellectual property, see also, “We have been named as a party to several legal proceedings and may be named in additional ones in the future, including litigation involving our patents and other intellectual property, which could subject us to liability, require us to indemnify our customers, require us to obtain or renew licenses, require us to stop selling our products or force us to redesign our products.”

For example, we were impacted by COVID outbreaks in Asia during the first half of fiscal 2023 that resulted in closed factories, clogged ports and a shortage of workers as officials imposed lockdowns and mass testing requirements.

Our ongoing efforts to manage these and other potential impacts of the COVID-19 pandemic (and any impacts of future pandemics) may be unsuccessful.

In addition, such transactions are increasingly being subjected to regulatory review and other burdens, which could delay the closing of any transaction and greatly increase the costs related to such transaction.

See also, *“We are subject to risks related to our debt obligations.”*

Although there is a movement in the U.S. to build more foundries locally and the U.S. government is providing funds or other incentives for certain companies to do so, we do not expect that such foundries will be available to us to produce advanced technologies any time soon, if ever.

There are a very limited number of foundries and consolidation of the foundries that provide services to us or to the semiconductor industry due to bankruptcy or through business combinations, including mergers, asset acquisitions and strategic partnerships may adversely impact us.

Or a foundry may not be suitable for us if it does not invest in, or have the ability to manufacture, advanced technologies.

See also, *“We may experience increased actual and opportunity costs as a result of our transition to smaller geometry process technologies.”* In addition, a foundry or supplier may become unavailable to us as a result of economic or political instability.

These supply constraints have impacted, and are expected in the future to impact, the kitting process for our products.

Any disruption to our or foundry partners could result in a material decline in our revenue, net income and cash flow.

In addition, there are a very limited number of foundries capable of producing advanced technologies, and identifying and implementing alternative manufacturing facilities would be time consuming.

Any delays could result in increased development costs, hurt our customer relationships including our ability to win new designs, resulting in lost potential future revenue, or impact our ability to allocate resources to other projects.

See also, *“We rely on our manufacturing partners for the manufacture, assembly, testing and packaging of our products, and the failure of any of these third-party vendors to deliver products or otherwise perform as requested could damage our relationships with our customers, decrease our sales and limit our ability to grow our business”* for additional information on the impacts of supply chain cross-dependencies on our business.

In addition, companies in the semiconductor industry, including us, have been impacted by rules and regulations related to business activities in China, or other locations, due to concerns that semiconductors are necessary for U.S. national security, manufacturing and critical infrastructure, and compliance with these rules and regulations may adversely affect our revenues and results of operations.

For example, in February 2022, the U.S. National Science and Technology Council published an updated list of critical and emerging technologies, which includes semiconductors, as part of an ongoing effort to identify advanced technologies that are potentially significant to U.S. national security, which could result in more stringent export controls or a greater number of our products requiring a license for export to China.

In addition, in October 2022, the U.S. Department of Commerce Bureau of Industry and Security released new controls on the export of advanced computing and semiconductor manufacturing items to China as well as transactions related to supercomputer end-uses in China with the aim of addressing U.S. national security and foreign policy concerns.

The regulations published in October 2022 include new restrictions on U.S. persons with respect to activities that are not subject to the Export Administration Regulations (“EAR”), which differs from the agency’s historical approach of controlling items that are subject to the EAR, and could further restrict our engagement in the China market.

Most of our products are manufactured by third-party foundries located in Taiwan.

As we have a significant amount of sales into China, we may be adversely impacted by export restrictions, labeling requirements or other trade related issues or disputes, or political conflicts or tensions between China and Taiwan as these restrictions and requirements could impact or delay the delivery of our products to our customers in China.

In addition, an appreciation of the U.S. dollar relative to the local currency could reduce sales of our products.

President Biden signed into law the Inflation Reduction Act of 2022 (the “IRA”) on August 16, 2022 and the CHIPS and Science Act of 2022 on August 9, 2022.These laws implement new tax provisions and provide for various incentives and tax credits.

The IRA applies to tax years beginning after December 31, 2022 and introduces a 15% corporate alternative minimum tax for corporations whose average annual adjusted financial statement income for any consecutive three-tax-year period preceding the tax year exceeds $1 billion and a 1% excise tax on certain stock repurchases made by publicly traded U.S. corporations after December 31, 2022.

While we are not currently expecting a material impact on our business by the new taxes under the IRA if we become subject to these taxes in the future it could materially affect our financial results, including our earnings and cash flow.

- risks related to severe financial hardship or bankruptcy of one or more of our major customers; and

We have experienced and expect to continue to experience disruptions to our business operations resulting from work from home, quarantines, self-isolations, or other movement and restrictions on the ability of our employees to perform their jobs, innovate, work together in teams and collaborate and such disruptions could impact our ability to develop and design our products in a timely manner or meet required milestones or customer commitments.

See the Risk Factor entitled “*If we are unable to develop and introduce new and enhanced products that achieve market acceptance in a timely and cost-effective manner, our results of operations and competitive position will be harmed.*” These disruptions may also impact our ability to win in time sensitive competitive bidding selection processes.

See the Risk Factor entitled “*We rely on our customers to design our products into their systems, and the nature of the design process requires us to incur expenses prior to customer commitments to use our products or recognizing revenues associated with those expenses which may adversely affect our financial results.*” In addition, work from home, quarantines, self-isolations, home schooling, continuing macroeconomic related uncertainty or caring for family members may result in heavy psychological, emotional or financial burdens for some of our employees, which may impact their productivity and morale and may lead to higher employee absences and higher attrition rates.

See the Risk Factor entitled “*We depend on highly skilled personnel to support our business operations.

If we are unable to retain and motivate our current personnel or attract additional qualified personnel, our ability to develop and successfully market our products could be harmed*.”We may become subject to claims or lawsuits by employees, customers, suppliers or other parties regarding actions we take in our operations in response to the COVID-19 pandemic including our vaccination policies.

Our efforts to manage these impacts may be unsuccessful, and the ultimate impact of the COVID-19 pandemic also depends on factors beyond our knowledge or control, including the duration, severity and geographic scope of the COVID-19 pandemic, the availability, widespread distribution and use of safe and effective vaccines and the actions taken to contain its spread and mitigate its public health and economic effects.

In addition, the impacts of the COVID-19 pandemic will be exacerbated the longer the pandemic continues.

The impact of the COVID-19 pandemic can also exacerbate other risks discussed below in this Item 1A "Risk Factors" section.

Failure to successfully integrate the businesses of Marvell with the businesses of Inphi and Innovium may adversely affect our future results.

We entered into acquisition agreements with Inphi and Innovium with the expectation that these transactions will result in various benefits to us, including certain cost savings and operational efficiencies or synergies.

To realize these anticipated benefits, the businesses of Marvell and Inphi and Innovium must be successfully integrated.

Historically, these companies have been independent companies, and they were operated as such until the completion of the transactions.

Integration is complex and time consuming and requires substantial resources and effort.

Our management may face significant challenges in consolidating operations, integrating the technologies, procedures, and policies, as well as addressing the different corporate cultures of the three companies and retaining key personnel.

If the companies are not successfully integrated, the anticipated benefits of the transactions may not be realized fully or may take longer to realize than expected.

For example:

- On April 20, 2021, we completed the acquisition of Inphi; and

- On October 5, 2021, we completed the acquisition of Innovium.

Recent or potential future acquisitions involve a number of risks, including, among others, those associated with our use of a significant portion of our cash and other financial risks.

For example, in response to increased demand from customers for our products, our operations team is continuing to ramp production with our global supply chain partners.

In calendar year 2021, new restrictions were implemented which may further impact our business.

The current U.S. presidential administration’s policy goals are not fully understood yet, but it has continued the import tariffs and export restrictions against certain foreign manufacturers initiated by the prior administration.

In addition, as an increasing number of our semiconductor solutions are being incorporated into consumer products, we anticipate greater fluctuations in demand for our products, which makes it more difficult to forecast customer demand.

Changes in existing taxation benefits, rules or practices may adversely affect our financial results.

The Biden Administration has made several corporate income tax proposals, including significant increases to the federal corporate income tax rate, changes to the GILTI regime, and an excise tax on corporate stock repurchases.

These proposals have not passed the Senate.

However, if they are passed and signed into law, these proposals, could cause our overall effective tax rate to increase and could materially affect our financial results, including our earnings and cash flow.

For example, our Singapore subsidiary has a Development and Expansion Incentive (“DEI”) from the Singapore Economic Development Board (“EDB”) until June 2024.

We believe this incentive can be extended, and we are currently in discussions with the EDB to seek an extension of this incentive.

If obtained, an extension of the DEI would reduce our tax rate in Singapore for periods after June 2024 for the duration of the extended incentive, and in the quarter of such extension we would be required to remeasure certain of our Singapore deferred tax assets that are currently valued at the Singapore statutory tax rate of 17% to the reduced rate under the incentive, which would result in a material reduction in our Singapore deferred tax assets and a corresponding increase in our income tax expense in that quarter.

In connection with some of our acquisitions, we have been subject to regulatory conditions imposed by the Committee on Foreign Investment in the United States ("CFIUS") where we have agreed to implement certain cyber security, physical security and training measures and supply agreements to protect national security.

When we became a U.S. domiciled company in fiscal 2022, these CFIUS regulatory conditions terminated.

Cyber-attacks on us may include viruses and worms, ransomware attacks, and denial-of-service attacks.

In response the COVID-19 pandemic, we modified our workplace practices globally, which has resulted in many of our employees working remotely for extended periods of time.

As a result, many of our employees have expressed a preference to continue to work from home two to three days a week post-pandemic.

For example, we incurred significant indemnification expenses in connection with the Audit Committee's independent investigation completed in March 2016 and related stockholder litigation and government investigations.

In connection with some of these matters, we were required to, or we otherwise agreed to, advance, and have advanced, legal fees and related expenses to certain of our current and former directors and officers.

Accordingly, we cannot be sure that claims will not arise that are in excess of the limits of our insurance or that are not covered by the terms of our insurance policy.

This discussion [removed: may contain] [added: contains] forward-looking statements based upon current expectations that involve risks and uncertainties, including those discussed under Part I, Item 1A, “Risk Factors.” These risks and uncertainties may cause actual results to differ materially from those discussed in the forward-looking statements.*

We are a leading supplier of [added: data] infrastructure semiconductor solutions, spanning the data center core to network edge.

Leveraging leading intellectual property and deep system-level expertise, as well as highly innovative security firmware, our solutions are empowering the data economy and enabling the data center, [added: enterprise networking,] carrier infrastructure, [removed: enterprise][added: consumer, and automotive/industrial end markets.]

Net revenue in fiscal [removed: 2022] [added: 2023] was [removed: $4.5] [added: $5.9] billion and was [removed: 50%] [added: 33%] higher than net revenue of [removed: $3.0] [added: $4.5] billion in fiscal [removed: 2021.][added: 2022.]

This was due to an increase in sales from [removed: all] [added: a majority of] our end markets.

[removed: Revenue] [added: Sales] increased from the data center end market by [removed: 71%, from the carrier infrastructure end market by 37%,] [added: 35%,] from the enterprise networking end market by [removed: 43%,] [added: 51%,] from the [removed: consumer] [added: carrier infrastructure] end market by [removed: 22%,] [added: 32%,] and from the automotive/industrial end market by [removed: 112%] [added: 43%] compared to fiscal [removed: 2021.][added: 2022.]

To secure [removed: additional capacity,] [added: capacity over the long term,] we [added: have] entered into [added: and expect to continue to enter into] capacity reservation arrangements with certain foundries and [removed: test & assembly partners.][added: partners for substrates.]

See “Note [removed: 11 -] [added: 6 –] Commitments and Contingencies” in the Notes to the Consolidated Financial Statements for additional information.

We [removed: expect COVID-19 to] continue to [removed: impact] [added: expect lingering impacts with respect to COVID-19 on] our [removed: business and] [added: business,] for a further discussion of the uncertainties and business risks associated with the COVID-19 pandemic, see Part I, Item 1A, “Risk Factors,” including but not limited to the risk detailed under the caption “*We face risks related to the COVID-19 pandemic which currently has, and may continue in the future to, significantly disrupt and adversely impact our manufacturing, research and development, operations, sales and financial results.*”

We expect that the U.S. [removed: government's] [added: government’s] export restrictions on certain Chinese customers [removed: will] [added: to] continue to impact our [removed: revenue in fiscal year 2023.][added: revenue.]

In addition, there may be indirect impacts to our business that we [removed: can not] [added: cannot] easily quantify such as the fact that some of our other [removed: customers'] [added: customers’] products which use our solutions may also be impacted by export restrictions.

Fiscal [removed: 2022,] [added: 2023,] fiscal [removed: 2021] [added: 2022] and fiscal [removed: 2020] [added: 2021] each had a 52-week period.

See “Note 10 [removed: -] [added: –] Restructuring” in the Notes to the Consolidated Financial Statements for further information.

Under the program authorized by our Board of Directors, we may repurchase shares of [added: our common] stock in the open-market or through privately negotiated transactions.

[removed: The] [added: We resumed our] stock repurchase program [removed: was] [added: in the first quarter of fiscal 2023, which had been] temporarily suspended in [removed: late March 2020] [added: fiscal 2021] to preserve cash during the COVID-19 pandemic.

See “Note [removed: 12 -] [added: 11 –] Stockholders’ Equity” in the Notes to the Consolidated Financial Statements for further information.

*Cash and Short-Term Investments.* Our cash and cash equivalents were [removed: $613.5] [added: $911.0] million at January [removed: 29, 2022,] [added: 28, 2023,] which were [removed: $135.0] [added: $297.5] million [removed: lower] [added: higher] than our balance at our fiscal year ended January [removed: 30, 2021] [added: 29, 2022] of [removed: $748.5] [added: $613.5] million.

[added: *Sales and Customer Composition.*] We [removed: continuously] [added: regularly] monitor the creditworthiness of our customers and distributors and believe these distributors’ sales to diverse end customers and geographies further serve to mitigate our exposure to credit risk.

Most of our sales are made to customers [added: with operations] located outside of the United States, primarily in Asia, and majority of our products are manufactured outside the United States.

Sales shipped to customers with operations in Asia represented approximately [removed: 78%] [added: 75%] of our net [removed: revenues] [added: revenue] in fiscal [removed: 2022, 80%] [added: 2023, 78%] of our net revenue in fiscal [removed: 2021] [added: 2022] and [removed: 82%] [added: 80%] of our net revenue in fiscal [removed: 2020.][added: 2021.]

For risks related to our global operations, see Part I, Item 1A, “Risk Factors,” including but not limited to the risk detailed under the caption “*We face additional risks due to the extent of our global operations since a majority of our products, and those of [added: many of] our customers, are manufactured and sold outside of the United States.

Conversely, we may have insufficient inventory, [added: or be unable to obtain the supplies or contract manufacturing capacity to meet that demand,] which would result in lost revenue opportunities and potential loss of market share as well as damaged customer relationships.”*

In the [removed: current] macroeconomic environment affected by COVID-19, our estimates could require increased judgment and carry a higher degree of variability and volatility.

For further information on our significant accounting policies, see “Note 2 [removed: -] [added: –] Significant Accounting Policies” in the Notes to Consolidated Financial Statements.

As of the last day of the fourth quarter of fiscal [removed: 2022,] [added: 2023,] we performed our annual impairment assessment for testing goodwill.

Years Ended January [removed: 29, 2022] [added: 28, 2023] and January [removed: 30, 2021][added: 29, 2022]

| | | | January [removed: 29, 2022] [added: 28, 2023] | | | | | | January [removed: 30, 2021] [added: 29, 2022] | | | | | | [added: January 30, 2021] | | |

| Cost of goods sold | | | [removed: 53.7] [added: 49.5] | | | | | | [removed: 49.9] [added: 53.7] | | | | | | | | |

| Gross profit | | | [removed: 46.3] [added: 50.5] | | | | | | [removed: 50.1] [added: 46.3] | | | | | | | | |

| Research and development | | | [removed: 31.9] [added: 30.1] | | | | | | [removed: 36.1] [added: 31.9] | | | | | | | | |

| Selling, general and administrative | | | [removed: 21.4] [added: 14.3] | | | | | | [removed: 15.7] [added: 21.4] | | | | | | | | |

| Legal settlement | | | [removed: —] [added: 1.7] | | | | | | [removed: 1.2] [added: —] | | | | | | | | |

| Restructuring related charges | | | [removed: 0.7] [added: 0.4] | | | | | | [removed: 5.8] [added: 0.7] | | | | | | | | |

| Total operating expenses | | | [removed: 54.0] [added: 46.5] | | | | | | [removed: 58.8] [added: 54.0] | | | | | | | | |

| Operating [removed: loss] [added: income (loss)] | | | [removed: (7.7)] [added: 4.0] | | | | | | [removed: (8.7)] [added: (7.7)] | | | | | | | | |

| Interest income | | | [removed: —] [added: 0.1] | | | | | | [removed: 0.1] [added: —] | | | | | | | | |

| Interest expense | | | [removed: (3.1)] [added: (2.9)] | | | | | | [removed: (2.3)] [added: (3.1)] | | | | | | | | |

| Other income, net | | | [removed: —] [added: 0.2] | | | | | | [removed: 0.1] [added: —] | | | | | | | | |

| [removed: Loss] [added: Income (loss)] before income taxes | | | [removed: (10.8)] [added: 1.4] | | | | | | (10.8) | | | | | | | | |

| [removed: Benefit] [added: Provision (benefit)] for income taxes | | | [removed: (1.4)] [added: 4.2] | | | | | | [removed: (1.5)] [added: (1.4)] | | | | | | | | |

The sales from our consumer end market were relatively flat for fiscal 2023 compared to fiscal 2022.

Starting in fiscal 2022 and through the first half of fiscal 2023, in response to a large increase in demand from our customers for our products in a majority of our end markets as they continued to invest in data infrastructure, our operations team continued to increase production with our global supply chain partners to alleviate supply constraints.

However, with the start of a broad inventory correction in the semiconductor industry, supply constraints have now mostly resolved.

During the second half of fiscal 2023, in response to a softening demand environment, customers started requesting to push out shipments and reschedule orders to manage their inventory.

In the fourth quarter, we saw the largest impact from our storage customers.

In addition, demand for our products has come down significantly from our OEM customers in China, as they deal with a changing macroeconomic situation.

As part of our response to the effects of COVID-19, we adopted a hybrid work policy where most of our employees have the option to split their time between working from home and the office.

See also Part I, Item IA, “Risk Factors,” including, but not limited to, the risk detailed under the caption “*Adverse changes in the political and economic policies of the U.S. government in connection with trade with China and Chinese customers have reduced the demand for our products and damaged our business.*”

During our fiscal year ended January 28, 2023, we repurchased 2.3 million shares of our common stock for $115.0 million, including 0.9 million shares of our common stock repurchased for $50.0 million pursuant to a 10b5-1 trading plan during the second quarter of fiscal 2023.

As of January 28, 2023, $449.5 million remained available under our stock repurchase program for future stock repurchases.

As of January 28, 2023, a total of 310.4 million shares have been repurchased since inception of our current and previous stock repurchase programs for an aggregate total of $4.4 billion in cash.

We returned $319.4 million to stockholders in fiscal 2023 through $115.0 million in repurchases of shares of common stock and $204.4 million in cash dividends.

| Net revenue | | | $ | 5,919.6 | | | | | $ | 4,462.4 | | | | | 32.7 | | % |

This was due to an increase in sales from a majority of our end markets.

Sales increased from the data center end market by 35%, from the enterprise networking end market by 51%, from the carrier infrastructure end market by 32%, and from the automotive/industrial end market by 43% compared to fiscal 2022.

The sales from the consumer end market were relatively flat for fiscal 2023 compared to fiscal 2022.

The overall increase in revenue of 33% for fiscal 2023 was primarily driven by relatively higher sales of products with higher average selling prices associated with higher content and more features.

In addition, the overall increase in net revenue was also driven by an increase in demand for our products and the year-over-year impact of acquisitions made in fiscal 2022, with both factors contributing to higher sales of products and higher unit shipments.

| | | | January 28, 2023 | | | | | | January 29, 2022 | | | | | | % Change in 2023 | | |

| Cost of goods sold | | | $ | 2,932.1 | | | | | $ | 2,398.2 | | | | | 22.3 | | % |

| Gross profit | | | $ | 2,987.5 | | | | | $ | 2,064.2 | | | | | 44.7 | | % |

| | | | January 28, 2023 | | | | | | January 29, 2022 | | | | | | % Change in 2023 | | |

| | | | (in millions, except percentages) | | | | | | | | | | | | | | |

| Research and development | | | $ | 1,784.3 | | | | | $ | 1,424.2 | | | | | 25.3 | | % |

The increase was primarily due to $255.1 million of higher employee personnel-related costs, including $99.2 million of higher stock-based compensation expense, as a result of headcount increases, including the addition of new employees from our recent acquisitions, $42.0 million of higher engineering design costs, and $24.9 million higher depreciation and amortization costs.

| | | | January 28, 2023 | | | | | | January 29, 2022 | | | | | | % Change in 2023 | | |

| | | | (in millions, except percentages) | | | | | | | | | | | | | | |

| Selling, general and administrative | | | $ | 843.6 | | | | | $ | 955.3 | | | | | (11.7) | | % |

The decrease was primarily due to a $97.9 million decrease in transaction and integration costs associated with our acquisitions of Inphi and Innovium, Inc. (“Innovium”) that were incurred in the prior year.

In addition, our employee personnel-related costs were lower by $13.7 million due to lower stock based compensation expense mainly related to accelerated vesting of Inphi equity awards incurred in the prior year as part of the Inphi acquisition.

| | | | January 28, 2023 | | | | | | January 29, 2022 | | |

| | | | (in millions) | | | | | | | | |

| Research and development | | | 372.4 | | | | | | 273.2 | | |

Stock-based compensation under research and development and cost of goods sold increased by $99.2 million and $12.2 million, respectively, partially offset by decrease under selling, general and administrative expense by $36.5 million.

The decrease in stock-based compensation expense under selling, general and administrative expense was mainly related to accelerated vesting of Inphi/Innovium equity awards incurred in the prior year as part of the Inphi and Innovium acquisitions.

| | | | January 28, 2023 | | | | | | January 29, 2022 | | | | | | % Change in 2023 | | |

| | | | | | | | | | | | | | | | | | |

| | | | (in millions, except percentages) | | | | | | | | | | | | | | |

We recorded a charge of $100.0 million in fiscal year 2023 related to the settlement of a contractual dispute.

| | | | | | | | | | | | | | | | | | |

networking, consumer, and automotive/industrial end markets.

On April 20, 2021, we completed our acquisition of Inphi in a cash and stock transaction.

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

The consolidated financial statements include the operating results of Inphi for the period from the date of acquisition through our year ended January 29, 2022.

In conjunction with the acquisition, Marvell Technology Group Ltd. and Inphi became wholly owned subsidiaries of the new parent company, Marvell Technology, Inc. on April 20, 2021.

The parent company is domiciled in and subject to taxation in the United States.

On October 5, 2021, we completed our acquisition of Innovium, a leading provider of networking solutions for cloud and edge data centers, in an all-stock transaction.

The consolidated financial statements include the operating results of Innovium for the period from the date of acquisition through our year ended January 29, 2022.

See “Note 4 - Business Combinations” and “Note 5 - Goodwill and Acquired Intangible Assets, Net” for more information.

In response to increased demand from customers for our products, our operations team is continuing to ramp production with our global supply chain partners.

However, we are experiencing a number of industry-wide supply constraints affecting the type of high complexity products we provide for data infrastructure.

These supply challenges are currently limiting our ability to fully satisfy the increase in demand for some of our products.

Securing capacity for growth remains a high priority for our operations team, even as this supply expansion comes with an increase in input costs.

As we have done throughout the supply constraints, we are working with our customers to adjust prices to offset the impact of these cost increases, which lets us jointly benefit from sustained growth.

While many of our offices around the world remain open to enable critical on-site business functions in accordance with local government guidelines, the majority of our employees continue to work from home.

*Restructuring.* We continuously evaluate our existing operations to increase operational efficiency, decrease costs and increase profitability.

In the first quarter of fiscal 2022, a restructuring plan was initiated in order to realign the organization and enable further investment in key priority areas as part of our integration of the acquisitions as described in “Note 4 - Business Combinations.”

During fiscal 2022, we recorded restructuring and other related charges of $31.6 million.

On October 16, 2018, we announced that our Board of Directors authorized a $700 million addition to the balance of our existing stock repurchase program.

We are focusing on reducing our debt and de-levering our balance sheet.

As a result, we did not repurchase any stock during fiscal 2022.

We will continue to evaluate business conditions to decide when to restart the stock repurchase program.

As of January 29, 2022, there was $564.5 million remaining available for future stock repurchases.

We returned $191.0 million to stockholders in fiscal 2022 in cash dividends.

We had cash flow provided by operations of $819.4 million during fiscal 2022.

*Sales and Customer Composition.*

| Net revenue | | | $ | 4,462,383 | | | | | $ | 2,968,900 | | | | | 50.3 | | % |

Average selling prices increased 20% compared to fiscal 2021, and unit shipments were 30% higher compared to fiscal 2021, for an overall increase in net revenue of 50%.

This was primarily driven by organic growth of our business and the acquisition of Inphi, which increased our unit shipments, and relatively higher sales of our products where we supply more content and features to our customers, which increased our average selling prices.

| Cost of goods sold | | | $ | 2,398,158 | | | | | $ | 1,480,550 | | | | | 62.0 | | % |

| Gross profit | | | $ | 2,064,225 | | | | | $ | 1,488,350 | | | | | 38.7 | | % |

| Research and development | | | $ | 1,424,306 | | | | | $ | 1,072,740 | | | | | 32.8 | | % |

The increase was primarily due to additional costs from our acquisition of Inphi and Innovium, including $268.0 million of higher personnel-related costs, $39.3 million of higher computer-aided design software related costs, $20.8 million of higher depreciation and amortization costs and $18.7 million of higher engineering design and supplies costs.

The increase was partially offset by $55.6 million of higher non-recurring engineering credits recognized in the current period compared to fiscal 2021.

| Selling, general and administrative | | | $ | 955,245 | | | | | $ | 467,240 | | | | | 104.4 | | % |

The increase was due primarily to additional costs from our acquisitions of Inphi and Innovium, including $264.5 million of higher amortization of acquired intangible assets, $140.2 million of higher employee personnel-related costs and $95.4 million higher merger and integration costs.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | (in thousands) | | | | | | | | |

| Research and development | | | 273,247 | | | | | | 150,867 | | |

With our outstanding debt, we are exposed to various forms of market risk, including the potential losses arising from adverse changes in interest rates on our outstanding [added: 2024 and 2026] Term [removed: Loan, including changes that may result from implementation of new benchmark rates that replace LIBOR.][added: Loans.]

See “Note [removed: 8 -] [added: 4 –] Debt” [added: in our Notes to the Consolidated Financial Statements] for further information.

A hypothetical increase or decrease in the interest rate by [removed: 1% would] [added: 1 percentage point may] result in an increase or decrease in annual interest expense by approximately [removed: $15.7] [added: $15.1] million.

To the extent the one-month LIBOR ceases to exist, the [removed: 2020] [added: 2024 and 2026] Term Loans and 2020 Revolving Credit Facility [removed: agreements] contemplate an alternative benchmark rate without the need for any amendment thereto.

We [added: typically] invest our excess cash primarily in highly liquid debt instruments of the U.S. government and its agencies, money market mutual funds, corporate debt securities and municipal debt securities that are classified as available-for-sale and time deposits.

There were no such investments on hand at January [removed: 29, 2022,] [added: 28, 2023,] aside from cash and cash equivalents.

Marvell [removed: Technology] [added: Technology,] Inc., together with its consolidated subsidiaries (“Marvell,” “MTI,” the “Company,” “we,” or “us”) is a leading supplier of [added: data] infrastructure semiconductor solutions, spanning the data center core to network edge.

Leveraging leading intellectual property and deep system-level expertise, as well as highly innovative security firmware, our solutions are empowering the data economy and enabling the data center, [removed: carrier infrastructure,] enterprise networking, [added: carrier infrastructure,] consumer, and automotive/industrial end markets.

We also have operations in many countries, including [added: Argentina,] China, India, Israel, Japan, Singapore, South Korea, Taiwan and Vietnam.

Our product solutions serve five large end markets: (i) data center, (ii) [removed: carrier infrastructure, (iii)] enterprise networking, [added: (iii) carrier infrastructure,] (iv) consumer, and (v) automotive/industrial.

| Carrier infrastructure | | | [removed: •Digital Subscriber Line Access Multiplexers (DSLAMs)] [added: •Broadband access systems] •Ethernet switches •Optical transport systems •Routers •Wireless radio access network (RAN) systems | | |

The following table summarizes net revenue disaggregated by end market (in [removed: thousands,] [added: millions,] except percentages):

| | | | January [removed: 29, 2022] [added: 28, 2023] | | | | | | | | | | | | January [removed: 30, 2021] [added: 29, 2022] | | | | | | | | | | | | [removed: February 1, 2020] [added: January 30, 2021] | | | | | | | | |

Our current product offerings include custom [removed: ASICs,] [added: Application Specific Integrated Circuits (“ASICs”),] electro-optics, ethernet solutions, fibre channel adapters, processors and storage controllers.

Our low-power and low-latency [added: PAM] DSPs implement equalization, estimation, clock recovery, carrier recovery, forward error correction, and coded modulation to enable ultra-fast data transmission speeds.

Our [added: Prestera and Teralynx] Ethernet switches integrate market-optimized innovative features, such as advanced tunneling and routing, high throughput forwarding, and packet processing that make networks more effective at delivering content with low-latency and high-reliability.

We complement our Ethernet switches and infrastructure processors with a broad selection of [added: Alaska] Ethernet physical-layer transceivers for both optical and copper interconnects with advanced power management, link security, and time synchronization features.

For the automotive market, we offer [removed: a complete] [added: an] automotive-grade portfolio of [added: Brightlane] Ethernet physical-layer transceivers, bridges and switches supporting speeds from 100Mbps to 10Gbps with enhanced safety and security features required for today’s and tomorrow’s in-vehicle networks.

Our [added: Brightlane] automotive Ethernet products provide the in-vehicle connectivity for key applications such as advanced driver assistance systems (ADAS), central gateways, body domain controllers, vehicle cameras, and in-vehicle infotainment.

Our OCTEON [added: data processor units (DPUs) and] multi-core infrastructure processor families provide integrated Layer 4 through 7 data and security processing with additional capabilities at Layers 2 and 3 at line speeds.

The OCTEON [added: DPUs and] processors are targeted for use in a wide variety of carrier, data center, and enterprise equipment, including routers, switches, security UTM appliances, content-aware switches, application-aware gateways, wireless access points, 3G/4G/5G wireless base stations, storage arrays, smart network interface controllers, network functions virtualization (NFV) and software-defined networking (SDN) infrastructure.

Our OCTEON [removed: Fusion-M] [added: Fusion] family of wireless baseband infrastructure processors is a highly scalable product family supporting enterprise small cells, high capacity outdoor picocells and microcells all the way up to multi-sector macrocells for multiple wireless protocols including 5G.

Additionally, multiple OCTEON [removed: Fusion-M] [added: Fusion] chips can be cascaded for even denser deployments or higher order multiple-input and multiple-output, or MIMO.

Our OCTEON [removed: Fusion-M] [added: Fusion] processors have also been designed into 5G base station radio units to [added: help] enable Massive MIMO (Multiple Input Multiple Output) antenna and advanced Beamforming implementations.

These single chip, custom-designed processors provide [removed: complete] security protocol processing, encryption, authentication and compression algorithms to reduce the load on the system processor and increase total system throughput.

It [removed: addresses] [added: address] the high-performance security requirements for private key management and administration.

Our [added: Bravera] controllers integrate several key Marvell technologies spanning compute, networking, security and storage.

These key technologies enable our controllers to be optimized performance-power solutions and [added: to] help our customers high-efficient storage products.

Our [added: Bravera] HDD controllers integrate Marvell’s industry-leading read channel technologies to enable higher volumetric densities at low power profiles and are being used by all the current HDD makers.

To further enhance our [added: Bravera] HDD controller differentiation and value propositions, we offer customers preamplifier products as part of a chipset with our HDD [removed: controllers] [added: controllers, seeking] to increase our customers’ product efficiencies.

Our [added: Bravera] HDD controllers support all the high-volume host system interfaces, including Serial Advanced Technology Attachment (“SATA”) and Serial Attached SCSI (“SAS”), which are critical for the data center and enterprise markets.

Our [added: Bravera] SSD controller products leverage our strong HDD controller know-how and system-level expertise.

We integrate several of our [added: Bravera] HDD controller IPs with our flash technologies to deliver optimal solutions for data center, enterprise and client computing markets.

Our [added: Bravera] SSD controller products integrate hardware and firmware components to help accelerate our customers’ time to market and maximize the capabilities of our solutions.

For information regarding our revenue by geographic area, and property and equipment by geographic area, please see “Note [removed: 16 -] [added: 15 –] Segment and Geographic Information” in our Notes to the Consolidated Financial Statements set forth in Part II, Item 8 of this Annual Report on Form 10-K.

Our target customers are original equipment manufacturers [added: (“OEMs”)] and original design manufacturers, both of which design and manufacture end market devices.

[removed: Our] [added: We seek to strategically align our] sales force [removed: is strategically aligned] along key customer lines in order to offer fully integrated platforms to our customers.

We [added: seek to] complement and support our direct sales force with manufacturers’ representatives for our products in North America and Europe.

In addition, we have [added: contracted with] distributors who support our sales and marketing activities in the United States, Europe and Asia.

During fiscal [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] 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.

| | | | January [removed: 29, 2022] [added: 28, 2023] | | | | | | January [removed: 30, 2021] [added: 29, 2022] | | | | | | [removed: February 1, 2020] [added: January 30, 2021] | | |

| Distributor A | | | [removed: 15] [added: 20] | | % | | | | [removed: 13] [added: 15] | | % | | | | [removed: 12] [added: 13] | | % |

We [added: typically] place firm orders with our suppliers up to 52 weeks prior to the anticipated delivery date and typically prior to an order for the product.

To secure [removed: additional capacity,] [added: capacity over the long term,] we [added: have] entered into [added: and expect to continue to enter into] capacity reservation arrangements with certain foundries and [removed: assembly and test partners.][added: partners for substrates.]

We devote a significant portion of our resources to expanding our product portfolio based on a broad intellectual property portfolio with designs that [added: are intended to] enable high-performance, reliable communications over a variety of physical transmission media.

We have invested and [removed: will] [added: expect to] continue to invest a significant amount in research and development.

| Data center | | | $ | 2,408.8 | | | | | 41 | | % | | | | $ | 1,784.7 | | | | | 40 | | % | | | | $ | 1,040.8 | | | | | 35 | | % |

| Enterprise networking | | | 1,369.2 | | | | | | 23 | | % | | | | 907.7 | | | | | | 20 | | % | | | | 636.0 | | | | | | 22 | | % |

| Carrier infrastructure | | | 1,084.0 | | | | | | 18 | | % | | | | 820.4 | | | | | | 18 | | % | | | | 599.4 | | | | | | 20 | | % |

| Consumer | | | 701.1 | | | | | | 12 | | % | | | | 700.0 | | | | | | 16 | | % | | | | 574.7 | | | | | | 19 | | % |

| Automotive/industrial | | | 356.5 | | | | | | 6 | | % | | | | 249.6 | | | | | | 6 | | % | | | | 118.0 | | | | | | 4 | | % |

| Total | | | $ | 5,919.6 | | | | | | | | | | | $ | 4,462.4 | | | | | | | | | | | $ | 2,968.9 | | | | | | | |

Net revenue attributable to Distributor A increased due to the change of four large module makers from direct to distribution accounts to align with our support business model in Asia.

Starting in fiscal 2022 and through the first half of fiscal 2023, in response to a large increase in demand from our customers for our products in a majority of our end markets as they continued to invest in data infrastructure, our operations team continued to increase production with our global supply chain partners to alleviate supply constraints.

However, with the start of a broad inventory correction in the semiconductor industry, supply constraints have now mostly resolved.

The expiration of our patents range from 2023 to 2042, and none of the patents expiring in the near future are expected to be material to our IP portfolio as we are not substantially dependent on any single patent or group of related patents.

In addition to quarterly penetration testing, at least once a year, we bring in an independent third party security firm to perform additional tests and audits.

We believe that attracting, retaining and motivating a workforce with the ability to support our leading position in semiconductor innovation is essential to effectively execute our strategy.

Accordingly, we believe our success depends on our ability to attract, retain and motivate the highly skilled talent necessary to scale our business.

We believe the people who work here are our greatest resource, and we encourage and empower all individuals employed at Marvell to excel to their greatest potential.

We seek to create an environment that fuels collaboration and innovation, inspires our employees to give their best, and enables our business to thrive.

We work hard to attract the industry’s best talent, provide opportunities to learn and grow, and create an environment where our employees feel motivated, appreciated and engaged, and have a pathway to building a long-term career at Marvell.

The Nominating and Governance Committee has oversight of our approach to human capital and inclusion and diversity as part of its broader focus on Environmental, Social, and Governance (“ESG”).

Marvell annually conducts talent reviews and succession planning and the Board receives updates regularly from senior management on succession planning, management talent assessment, attrition and employee survey results.

Our executive management team also reviews our human capital initiatives and our progress on such initiatives.

The Executive Compensation Committee provides oversight of our overall compensation philosophy, policies and programs, and their respective alignment with our human capital strategy.

At Marvell, we focus on employee retention by seeking to foster an environment where people can learn, develop, and advance their careers with us over the long term.

We believe we provide comprehensive, market-competitive compensation and benefits, including affordable health and wellness coverage, globally and consider them a key priority for attracting and keeping top talent.

Each year, we benchmark our compensation and benefits programs against our industry peers to help ensure we maintain competitiveness in each of our markets.

Marvell’s Core Behaviors lay the foundation of our culture and are centered around four key aspects:

Our efforts to attract, develop, engage and retain employees, as well as our efforts to embed inclusion and diversity (“I&D”) across the Company, reinforce these behaviors.

Our Core Behaviors also serve as a roadmap to help integrate employees as we grow through hiring and acquisitions.

We seek to take a holistic approach to helping employees feel engaged, connected and supported — from employee and family events, to learning and development, to weekly Company-wide emails from our CEO.

One of the ways we measure levels of engagement is through our annual Voice of the Employee Survey.

Survey results help us to better understand employee needs and opportunities for improvement, and to develop action plans to address them.

Marvell is committed to creating and fostering an inclusive, diverse and engaging workplace where people feel fulfilled, inspired and motivated to learn and grow both personally and professionally.

Our Inclusion and Diversity (“I&D”) approach is centered around three key aspects:

- Interconnected across the company: Embedding inclusivity in every function and in everything we do

- Full participation and responsibility: Empowering every employee to do their part toward creating a welcoming and inclusive environment

- Globally aligned and locally relevant: Applying our global strategic framework to specific regional and local site needs

Our efforts focus on four I&D business outcomes:

- Activate and empower leaders

- Create an inclusive best place to work

- Cultivate a diverse workforce

- Lead in the marketplace and community

We believe everyone deserves a safe workplace that supports their health and wellbeing.

Recent Developments

On April 20, 2021, we completed our acquisition of Inphi Corporation (“Inphi”) in a cash and stock transaction.

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

The consolidated financial statements include the operating results of Inphi for the period from the date of acquisition through our fiscal year ended January 29, 2022.

In conjunction with the acquisition, Marvell Technology Group Ltd. and Inphi became wholly owned subsidiaries of the new parent company, Marvell Technology, Inc. on April 20, 2021.

The parent company is domiciled in and subject to taxation in the United States.

On October 5, 2021, we completed our acquisition of Innovium, Inc. (“Innovium”), a leading provider of networking solutions for cloud and edge data centers, in an all-stock transaction.

The consolidated financial statements include the operating results of Innovium for the period from the date of acquisition through our fiscal year ended January 29, 2022.

See “Note 4 - Business Combinations” and “Note 5 - Goodwill and Acquired Intangible Assets, Net” for more information.

Historically, we reported revenue from three product groups: networking, storage, and other.

Beginning with the second quarter of fiscal 2022, we changed our reporting to present revenue from five end markets.

| Data center | | | $ | 1,784,644 | | | | | 40 | | % | | | | $ | 1,040,726 | | | | | 35 | | % | | | | $ | 823,841 | | | | | 31 | | % |

| Carrier infrastructure | | | 820,377 | | | | | | 18 | | % | | | | 599,527 | | | | | | 20 | | % | | | | 369,901 | | | | | | 14 | | % |

| Enterprise networking | | | 907,736 | | | | | | 20 | | % | | | | 636,032 | | | | | | 22 | | % | | | | 569,574 | | | | | | 21 | | % |

| Consumer | | | 699,985 | | | | | | 16 | | % | | | | 574,627 | | | | | | 19 | | % | | | | 845,825 | | | | | | 31 | | % |

| Automotive/industrial | | | 249,641 | | | | | | 6 | | % | | | | 117,988 | | | | | | 4 | | % | | | | 90,020 | | | | | | 3 | | % |

| Total | | | $ | 4,462,383 | | | | | | | | | | | $ | 2,968,900 | | | | | | | | | | | $ | 2,699,161 | | | | | | | |

This market-focused view provides more information and transparency about the key growth drivers of our business.

We believe this presentation provides a better understanding of our business.

Accordingly, starting with the third quarter of fiscal 2022, we stopped reporting revenue by product group.

These lead times were extended compared to prior years based on the manufacturing process and current capacity at the foundries and substrate suppliers.

In connection with some of our acquisitions, we have been subject to regulatory conditions imposed by the Committee on Foreign Investment in the United States ("CFIUS") where we have agreed to implement certain cyber security, physical security and training measures and supply agreements to protect national security.

When we became a U.S. domiciled company in fiscal 2022, these CFIUS regulatory conditions terminated.

Marvell’s human capital objectives are to attract, retain and develop high quality talent with the technical and other skills necessary to execute on our business objectives.

To support these objectives, Marvell’s human resources programs, which include talent acquisition, total rewards, and learning and development, are designed to train and facilitate internal talent mobility to create a high-performing, diverse workforce.

Our programs are designed to reward and support employees through competitive pay and benefits as well as enhance the Company’s culture through efforts aimed at making the workplace more engaging and inclusive and develop talent to prepare them for critical roles and leadership positions for the future.

The Nominating and Governance Committee of the Board has oversight for Marvell’s Environment, Social and Governance (ESG) strategy, which includes talent attraction and retention and inclusion and diversity.

The Executive Compensation Committee provides oversight of the Company’s overall compensation philosophy, policies and programs, and assesses whether the Company’s compensation establishes appropriate incentives for executive officers and employees.

The Board also conducts talent reviews and succession planning at least annually.

We provide employee wages that we believe are competitive and consistent with employee positions, skill levels, experience, knowledge, and geographic location.

We evaluate the effectiveness of our executive compensation and benefit programs and compare those programs against those of our peers within the industry.

Marvell provides comprehensive and affordable health and wellness coverage to all our employees.

Marvell is a dynamic, interactive, high-energy workplace, where people are self-motivated and encouraged to make a difference.

We have defined four core behaviors to help guide our actions and interactions with people both inside and outside the company:

Our focus is on creating an environment where people feel respected, valued and engaged.

Employee feedback is one way for us to know how we are doing and where we can do better.

We regularly conduct Voice of the Employee and other surveys.

This is a valuable opportunity for all employees to provide open, candid, confidential feedback about what it's like to work at Marvell.

As one part of our ongoing efforts to strengthen our inclusion and diversity, we began to release regular updates of our diversity data to enable all of our stakeholders, including our investors, partners and employees to track our progress.

Marvell is committed to protecting the health and safety of all individuals, including employees, contractors and vendors, affected by our activities.

The information set forth under “Note [removed: 11 -] [added: 6 –] Commitments and Contingencies” in our Notes to the Consolidated Financial Statements set forth in Part II, Item 8 of this Annual Report on Form 10-K is incorporated herein by reference.

For the fiscal year ended January [removed: 29, 2022][added: 28, 2023]

[removed: ][added: ]

Yes [removed: ☐ No] ☒ [added: No ☐]

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was [removed: $49,623,085,335] [added: $47,253,245,480] based upon the closing price of [removed: $60.51] [added: $55.68] per share on the Nasdaq Global Select Market on July [removed: 30, 2021] [added: 29, 2022] (the last business day of the registrant’s most recently completed second quarter).

As of March [removed: 3, 2022,] [added: 2, 2023,] there were [removed: 847.8] [added: 856.9] million shares of the [removed: registrant's] [added: registrant’s] common stock outstanding.

Portions of Part III of this Form 10-K are incorporated by reference from the registrant’s definitive proxy statement for its [removed: 2022] [added: 2023] annual meeting of stockholders, which will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K.

| Item 1. | | | [removed: [Business](#ib49606b0fb3349ac8d4f12d19f338984_16)] [added: [Business](#i41d96c2ed51d40e79bfebb9a6bd5462f_16)] | | | [removed: [3](#ib49606b0fb3349ac8d4f12d19f338984_16)] [added: [3](#i41d96c2ed51d40e79bfebb9a6bd5462f_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ib49606b0fb3349ac8d4f12d19f338984_19)] [added: Factors](#i41d96c2ed51d40e79bfebb9a6bd5462f_19)] | | | [removed: [13](#ib49606b0fb3349ac8d4f12d19f338984_19)] [added: [14](#i41d96c2ed51d40e79bfebb9a6bd5462f_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ib49606b0fb3349ac8d4f12d19f338984_22)] [added: Comments](#i41d96c2ed51d40e79bfebb9a6bd5462f_22)] | | | [removed: [38](#ib49606b0fb3349ac8d4f12d19f338984_22)] [added: [39](#i41d96c2ed51d40e79bfebb9a6bd5462f_22)] | | |

| Item 2. | | | [removed: [Properties](#ib49606b0fb3349ac8d4f12d19f338984_25)] [added: [Properties](#i41d96c2ed51d40e79bfebb9a6bd5462f_25)] | | | [removed: [38](#ib49606b0fb3349ac8d4f12d19f338984_25)] [added: [39](#i41d96c2ed51d40e79bfebb9a6bd5462f_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ib49606b0fb3349ac8d4f12d19f338984_28)] [added: Proceedings](#i41d96c2ed51d40e79bfebb9a6bd5462f_28)] | | | [removed: [38](#ib49606b0fb3349ac8d4f12d19f338984_28)] [added: [39](#i41d96c2ed51d40e79bfebb9a6bd5462f_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ib49606b0fb3349ac8d4f12d19f338984_31)] [added: Disclosures](#i41d96c2ed51d40e79bfebb9a6bd5462f_31)] | | | [removed: [38](#ib49606b0fb3349ac8d4f12d19f338984_31)] [added: [39](#i41d96c2ed51d40e79bfebb9a6bd5462f_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ib49606b0fb3349ac8d4f12d19f338984_37)] [added: Securities](#i41d96c2ed51d40e79bfebb9a6bd5462f_37)] | | | [removed: [39](#ib49606b0fb3349ac8d4f12d19f338984_37)] [added: [40](#i41d96c2ed51d40e79bfebb9a6bd5462f_37)] | | |

| Item 6. | | | [removed: [Reserved](#ib49606b0fb3349ac8d4f12d19f338984_1790)] [added: [Reserved](#i41d96c2ed51d40e79bfebb9a6bd5462f_40)] | | | [removed: [40](#ib49606b0fb3349ac8d4f12d19f338984_1790)] [added: [41](#i41d96c2ed51d40e79bfebb9a6bd5462f_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ib49606b0fb3349ac8d4f12d19f338984_40)] [added: Operations](#i41d96c2ed51d40e79bfebb9a6bd5462f_43)] | | | [removed: [41](#ib49606b0fb3349ac8d4f12d19f338984_40)] [added: [42](#i41d96c2ed51d40e79bfebb9a6bd5462f_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ib49606b0fb3349ac8d4f12d19f338984_52)] [added: Risk](#i41d96c2ed51d40e79bfebb9a6bd5462f_58)] | | | [removed: [52](#ib49606b0fb3349ac8d4f12d19f338984_52)] [added: [53](#i41d96c2ed51d40e79bfebb9a6bd5462f_58)] | | |

| Item 8. | | | [Financial [removed: Statements](#ib49606b0fb3349ac8d4f12d19f338984_55)] [added: Statements] and Supplementary [removed: Data] [added: Data](#i41d96c2ed51d40e79bfebb9a6bd5462f_61)] | | | [removed: [54](#ib49606b0fb3349ac8d4f12d19f338984_55)] [added: [54](#i41d96c2ed51d40e79bfebb9a6bd5462f_61)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ib49606b0fb3349ac8d4f12d19f338984_145)] [added: Disclosure](#i41d96c2ed51d40e79bfebb9a6bd5462f_145)] | | | [removed: [106](#ib49606b0fb3349ac8d4f12d19f338984_145)] [added: [98](#i41d96c2ed51d40e79bfebb9a6bd5462f_145)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ib49606b0fb3349ac8d4f12d19f338984_148)] [added: Procedures](#i41d96c2ed51d40e79bfebb9a6bd5462f_148)] | | | [removed: [106](#ib49606b0fb3349ac8d4f12d19f338984_148)] [added: [98](#i41d96c2ed51d40e79bfebb9a6bd5462f_148)] | | |

| Item 9B. | | | [Other [removed: Information](#ib49606b0fb3349ac8d4f12d19f338984_151)] [added: Information](#i41d96c2ed51d40e79bfebb9a6bd5462f_151)] | | | [removed: [107](#ib49606b0fb3349ac8d4f12d19f338984_151)] [added: [99](#i41d96c2ed51d40e79bfebb9a6bd5462f_151)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ib49606b0fb3349ac8d4f12d19f338984_1821)] [added: Inspections](#i41d96c2ed51d40e79bfebb9a6bd5462f_154)] | | | [removed: [107](#ib49606b0fb3349ac8d4f12d19f338984_1821)] [added: [99](#i41d96c2ed51d40e79bfebb9a6bd5462f_154)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ib49606b0fb3349ac8d4f12d19f338984_160)] [added: Governance](#i41d96c2ed51d40e79bfebb9a6bd5462f_163)] | | | [removed: [109](#ib49606b0fb3349ac8d4f12d19f338984_160)] [added: [101](#i41d96c2ed51d40e79bfebb9a6bd5462f_163)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ib49606b0fb3349ac8d4f12d19f338984_163)] [added: Compensation](#i41d96c2ed51d40e79bfebb9a6bd5462f_166)] | | | [removed: [109](#ib49606b0fb3349ac8d4f12d19f338984_163)] [added: [101](#i41d96c2ed51d40e79bfebb9a6bd5462f_166)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related [removed: S](#ib49606b0fb3349ac8d4f12d19f338984_166)[tock](#ib49606b0fb3349ac8d4f12d19f338984_166)[holder Matters](#ib49606b0fb3349ac8d4f12d19f338984_166)] [added: S](#i41d96c2ed51d40e79bfebb9a6bd5462f_169)[tock](#i41d96c2ed51d40e79bfebb9a6bd5462f_169)[holder Matters](#i41d96c2ed51d40e79bfebb9a6bd5462f_169)] | | | [removed: [109](#ib49606b0fb3349ac8d4f12d19f338984_166)] [added: [101](#i41d96c2ed51d40e79bfebb9a6bd5462f_169)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ib49606b0fb3349ac8d4f12d19f338984_169)] [added: Independence](#i41d96c2ed51d40e79bfebb9a6bd5462f_172)] | | | [removed: [110](#ib49606b0fb3349ac8d4f12d19f338984_169)] [added: [102](#i41d96c2ed51d40e79bfebb9a6bd5462f_172)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#ib49606b0fb3349ac8d4f12d19f338984_172)] [added: Services](#i41d96c2ed51d40e79bfebb9a6bd5462f_175)] | | | [removed: [110](#ib49606b0fb3349ac8d4f12d19f338984_172)] [added: [102](#i41d96c2ed51d40e79bfebb9a6bd5462f_175)] | | |

| Item 15. | | | [removed: [Exhibits](#ib49606b0fb3349ac8d4f12d19f338984_178) [and](#ib49606b0fb3349ac8d4f12d19f338984_178)] [added: [Exhibits](#i41d96c2ed51d40e79bfebb9a6bd5462f_181) [and](#i41d96c2ed51d40e79bfebb9a6bd5462f_181)] [Financial Statement [removed: Schedules](#ib49606b0fb3349ac8d4f12d19f338984_178)] [added: Schedules](#i41d96c2ed51d40e79bfebb9a6bd5462f_181)] | | | [removed: [111](#ib49606b0fb3349ac8d4f12d19f338984_178)] [added: [103](#i41d96c2ed51d40e79bfebb9a6bd5462f_181)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#ib49606b0fb3349ac8d4f12d19f338984_1849)] [added: Summary](#i41d96c2ed51d40e79bfebb9a6bd5462f_184)] | | | [removed: [116](#ib49606b0fb3349ac8d4f12d19f338984_1849)] [added: [108](#i41d96c2ed51d40e79bfebb9a6bd5462f_184)] | | |

- risks related to the extension of lead time due to supply chain disruptions, component shortages that impact the [added: cost and] production of our [removed: products,] [added: products] and [added: kitting process, and] constrained availability from other electronic suppliers impacting our [removed: customers'] [added: customers’] ability to ship their products, which in turn may adversely impact our sales to those customers;

[removed: - risks] [added: *•*risks] related to changes in general economic conditions [added: such as economic slowdowns, inflation, stagflation, rising interest rates, and recessions] or political conditions, such as the tariffs and trade restrictions with [removed: China] [added: China, Russia] and other foreign nations, and specific conditions in the end markets we address, including the continuing volatility in the technology sector and semiconductor [removed: industry;][added: industry and the U.S. National Science and Technology Council’s designation of semiconductors as a critical and emerging technology;]

- risks related to our ability to successfully integrate and to realize anticipated [added: benefits or] synergies, on a timely basis or at all, in connection with [removed: the Inphi transaction, Innovium acquisition and] [added: our past, current, or any] future acquisitions, divestitures, significant investments or strategic transactions;

- risks related to our dependence on a few customers for a significant portion of our [added: revenue including risks related to severe financial hardship or bankruptcy or other attrition of one or more of our major customers, particularly as our major customers comprise an increasing percentage of our] revenue;

- risks related to our ability to maintain a competitive cost structure for our [removed: manufacturing and assembly] [added: manufacturing, assembly, testing] and [removed: test] [added: packaging] processes and our reliance on third parties to produce our products;

- risks related to any current and future [removed: litigation and] [added: litigation,] regulatory investigations [added: or contractual disputes with customers] that could result in substantial costs and a diversion of management’s attention and resources that are needed to successfully maintain and grow our business;

[removed: - risks] [added: *•*risks] related to seasonality or volatility related to sales into the [removed: infrastructure market;][added: infrastructure, semiconductor and related industries and end markets;]

- risks related to our ability to [added: design,] develop and introduce new and enhanced [removed: products] [added: products,] in [added: particular in the 5G and Cloud markets, in] a timely and effective manner, as well as our ability to anticipate and adapt to changes in technology;

- risks related to failures to protect our intellectual property, particularly outside the [removed: U.S.;][added: United States;]

- risks related to the potential impact of [removed: a] significant [added: events or] natural disasters or the effects of climate change (such as [removed: drought,] [added: droughts,] flooding, wildfires, increased storm [removed: severity and] [added: severity,] sea level [removed: rise),] [added: rise, and power outages),] particularly in certain regions in which we operate or own buildings, such as Santa Clara, California, and where our third party [added: manufacturing partners or] suppliers operate, such as Taiwan and elsewhere in the Pacific Rim;

- risks related to our Environmental, Social and Governance (ESG) programs; [added: and]

- risks related to failures of our customers to agree to pay for NRE (non-recurring engineering) [removed: costs or] [added: costs,] failure to pay enough to cover the costs we incur in connection with [removed: NREs.][added: NREs, or non-payment of previously agreed NRE costs due to us.]

| [PART I](#i41d96c2ed51d40e79bfebb9a6bd5462f_13) | | | | | | | | |

| [PART II](#i41d96c2ed51d40e79bfebb9a6bd5462f_34) | | | | | | | | |

| [PART III](#i41d96c2ed51d40e79bfebb9a6bd5462f_160) | | | | | | | | |

| [PART IV](#i41d96c2ed51d40e79bfebb9a6bd5462f_178) | | | | | | | | |

| | | | [Signatures](#i41d96c2ed51d40e79bfebb9a6bd5462f_187) | | | [109](#i41d96c2ed51d40e79bfebb9a6bd5462f_187) | | |

| | | | [Schedule II](#i41d96c2ed51d40e79bfebb9a6bd5462f_190) | | | [111](#i41d96c2ed51d40e79bfebb9a6bd5462f_190) | | |

| [PART I](#ib49606b0fb3349ac8d4f12d19f338984_13) | | | | | | | | |

| [PART II](#ib49606b0fb3349ac8d4f12d19f338984_34) | | | | | | | | |

| [PART III](#ib49606b0fb3349ac8d4f12d19f338984_157) | | | | | | | | |

| [PART IV](#ib49606b0fb3349ac8d4f12d19f338984_175) | | | | | | | | |

| | | | [Signatures](#ib49606b0fb3349ac8d4f12d19f338984_181) | | | [117](#ib49606b0fb3349ac8d4f12d19f338984_181) | | |

| | | | [Schedule II](#ib49606b0fb3349ac8d4f12d19f338984_184) | | | [119](#ib49606b0fb3349ac8d4f12d19f338984_184) | | |

- risks related to severe financial hardship or bankruptcy of one or more of our major customers; and

The following table presents the approximate square footage of our significant owned and leased facilities as of January [removed: 29, 2022:][added: 28, 2023:]

| United States | | | | | | Research and design, sales and marketing, administration and operations | | | | | | 983,000 | | | | | | [removed: 480,000] [added: 692,000] | | |

| India | | | | | | Research and design | | | | | | — | | | | | | [removed: 266,000] [added: 263,000] | | |

| Singapore | | | | | | Operations, and research and design | | | | | | — | | | | | | [removed: 68,000] [added: 60,000] | | |

| Canada | | | | | | Research and design | | | | | | — | | | | | | [removed: 57,000] [added: 56,000] | | |

| Taiwan | | | | | | Research and design | | | | | | — | | | | | | [removed: 53,000] [added: 98,000] | | |

| China | | | | | | Research and design, and sales and marketing | | | | | | 116,000 | | | | | | [removed: 42,000] [added: 46,000] | | |

| | | | | | | Total | | | | | | 1,099,000 | | | | | | [removed: 1,186,000] [added: 1,435,000] | | |

(1)Lease terms expire in various years from [removed: 2022] [added: 2023] through [removed: 2032] [added: 2032;] provided, however, that we have the option to extend certain leases past the current lease term.

We have ceased-use lease facilities and subleased facilities of approximately [removed: 512,000] [added: 283,000] square feet in the United States that are excluded from the table above.

Our [removed: common] shares [added: of common stock] are traded on the Nasdaq Global Select Market under the symbol “MRVL.” Shares of Marvell Technology Group Ltd. (our prior parent company) began trading under the MRVL symbol on June 27, 2000, upon completion of an initial public offering.

As of March [removed: 3, 2022,] [added: 2, 2023,] the approximate number of record holders of our common stock was [removed: 603] [added: 590] (not including beneficial owners of stock held in street name).

The graph below compares the cumulative total stockholder return of our common stock with the cumulative total return of the S&P 500 Index and the Philadelphia Semiconductor Index since [removed: January 28, 2017] [added: February 3, 2018] through January [removed: 29, 2022.][added: 28, 2023.]

The graph compares a $100 investment on [removed: January 28, 2017] [added: February 3, 2018] in our common stock with a $100 investment on [removed: January 28, 2017] [added: February 3, 2018] in each index and assumes that any dividends were reinvested.

[removed: ][added: ]

| | | | | | | | | | [removed: 1/28/2017] [added: 2/3/2018] | | | | | | [removed: 2/3/2018] [added: 2/2/2019] | | | | | | [removed: 2/2/2019] [added: 2/1/2020] | | | | | | [removed: 2/1/2020] [added: 1/30/2021] | | | | | | [removed: 1/30/2021] [added: 1/29/2022] | | | | | | [removed: 1/29/2022] [added: 1/28/2023] | | |

Our Board of Directors declared quarterly cash dividends of $0.06 per share payable to holders of our common stock in each quarter of fiscal [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021.]

As a result, we paid total cash dividends of [removed: $191.0] [added: $204.4] million in fiscal [removed: 2022, $160.6] [added: 2023, $191.0] million in fiscal [removed: 2021,] [added: 2022,] and [removed: $159.6] [added: $160.6] million in fiscal [removed: 2020.][added: 2021.]

[removed: The] [added: We resumed our] stock repurchase program [removed: was] [added: in the first quarter of fiscal 2023, which had been] temporarily suspended in [removed: late March 2020] [added: fiscal 2021] to preserve cash during the COVID-19 pandemic.

[removed: Although stock repurchases are temporarily suspended, we] [added: We] have [removed: $564.5] [added: $449.5] million of repurchase authority remaining under our current [removed: stock] [added: share] repurchase program.

| Marvell Technology, Inc. | | | | | | | | | 100.00 | | | | | | 83.15 | | | | | | 109.69 | | | | | | 236.42 | | | | | | 305.88 | | | | | | 205.15 | | |

| S&P 500 | | | | | | | | | 100.00 | | | | | | 99.94 | | | | | | 121.49 | | | | | | 142.45 | | | | | | 172.36 | | | | | | 160.94 | | |

| PHLX Semiconductor | | | | | | | | | 100.00 | | | | | | 99.56 | | | | | | 141.14 | | | | | | 231.43 | | | | | | 267.92 | | | | | | 242.36 | | |

In fiscal 2023, on December 2, 2022, the Company acquired all the equity interests of a private company for cash and stock.

Pursuant to this transaction, 439,499 shares of Marvell common stock were issued, which shares are subject to forfeiture in some circumstances.

The shares of Marvell common stock were issued in a private placement pursuant to Rule 4(a)(2) of the Securities Act.

We did not purchase any shares of our common stock for the three months ended January 28, 2023.

| Marvell Technology, Inc. | | | | | | | | | 100.00 | | | | | | 150.67 | | | | | | 125.28 | | | | | | 165.27 | | | | | | 356.23 | | | | | | 460.88 | | |

| S&P 500 | | | | | | | | | 100.00 | | | | | | 122.83 | | | | | | 122.76 | | | | | | 149.23 | | | | | | 174.97 | | | | | | 211.72 | | |

| PHLX Semiconductor | | | | | | | | | 100.00 | | | | | | 139.26 | | | | | | 138.65 | | | | | | 196.54 | | | | | | 322.28 | | | | | | 373.10 | | |

There were no sales of unregistered equity securities in the quarter ended January 29, 2022.

We are focusing on reducing our debt and de-levering our balance sheet.

As a result, we did not repurchase any shares of stock during the fiscal year ended January 29, 2022.

We will continue to evaluate business conditions to decide when to restart the stock repurchase program.

From August 2010 when our Board of Directors initially authorized a stock repurchase program through January 29, 2022, a total of 308.1 million shares have been repurchased under the Company’s stock repurchase program for a total $4.3 billion in cash and $564.5 million remains available for future stock repurchases.

| [Report of Independent Registered Public Accounting [removed: Firm](#ib49606b0fb3349ac8d4f12d19f338984_58)] [added: Firm](#i41d96c2ed51d40e79bfebb9a6bd5462f_64)] (PCAOB ID No.34) | | | [removed: [55](#ib49606b0fb3349ac8d4f12d19f338984_58)] [added: [55](#i41d96c2ed51d40e79bfebb9a6bd5462f_64)] | | |

| [Consolidated Balance Sheets as of [removed: January](#ib49606b0fb3349ac8d4f12d19f338984_61) [29](#ib49606b0fb3349ac8d4f12d19f338984_61)[, 202](#ib49606b0fb3349ac8d4f12d19f338984_61)[2](#ib49606b0fb3349ac8d4f12d19f338984_61) [and](#ib49606b0fb3349ac8d4f12d19f338984_61) [January](#ib49606b0fb3349ac8d4f12d19f338984_61) [3](#ib49606b0fb3349ac8d4f12d19f338984_61)[0](#ib49606b0fb3349ac8d4f12d19f338984_61)[, 202](#ib49606b0fb3349ac8d4f12d19f338984_61)[1](#ib49606b0fb3349ac8d4f12d19f338984_61)] [added: January 28, 2023 and January 29, 2022](#i41d96c2ed51d40e79bfebb9a6bd5462f_67)] | | | [removed: [58](#ib49606b0fb3349ac8d4f12d19f338984_61)] [added: [57](#i41d96c2ed51d40e79bfebb9a6bd5462f_67)] | | |

| [Consolidated Statements of [removed: Operations](#ib49606b0fb3349ac8d4f12d19f338984_64)] [added: Operations](#i41d96c2ed51d40e79bfebb9a6bd5462f_70)] [and [removed: C](#ib49606b0fb3349ac8d4f12d19f338984_64)[omprehensive Income](#ib49606b0fb3349ac8d4f12d19f338984_64) [(](#ib49606b0fb3349ac8d4f12d19f338984_64)[L](#ib49606b0fb3349ac8d4f12d19f338984_64)[oss)](#ib49606b0fb3349ac8d4f12d19f338984_64) [](#ib49606b0fb3349ac8d4f12d19f338984_64)[for] [added: Comprehensive Loss](#i41d96c2ed51d40e79bfebb9a6bd5462f_70) [for] the years ended [removed: January](#ib49606b0fb3349ac8d4f12d19f338984_64) [29](#ib49606b0fb3349ac8d4f12d19f338984_64)[, 202](#ib49606b0fb3349ac8d4f12d19f338984_64)[2](#ib49606b0fb3349ac8d4f12d19f338984_64)[,](#ib49606b0fb3349ac8d4f12d19f338984_64) [January](#ib49606b0fb3349ac8d4f12d19f338984_64) [](#ib49606b0fb3349ac8d4f12d19f338984_64)[30](#ib49606b0fb3349ac8d4f12d19f338984_64)[, 202](#ib49606b0fb3349ac8d4f12d19f338984_64)[1](#ib49606b0fb3349ac8d4f12d19f338984_64) [and February](#ib49606b0fb3349ac8d4f12d19f338984_64) [1](#ib49606b0fb3349ac8d4f12d19f338984_64)[, 20](#ib49606b0fb3349ac8d4f12d19f338984_64)[2](#ib49606b0fb3349ac8d4f12d19f338984_64)0] [added: January 28, 2023, January 29, 2022 and January 30, 2021](#i41d96c2ed51d40e79bfebb9a6bd5462f_70)] | | | [removed: [59](#ib49606b0fb3349ac8d4f12d19f338984_64)] [added: [58](#i41d96c2ed51d40e79bfebb9a6bd5462f_70)] | | |

| [Consolidated Statements of [removed: S](#ib49606b0fb3349ac8d4f12d19f338984_70)[t](#ib49606b0fb3349ac8d4f12d19f338984_70)[ock](#ib49606b0fb3349ac8d4f12d19f338984_70)[holders’] [added: Stockholders’] Equity for the years ended [removed: January](#ib49606b0fb3349ac8d4f12d19f338984_70) [2](#ib49606b0fb3349ac8d4f12d19f338984_70)[9](#ib49606b0fb3349ac8d4f12d19f338984_70)[, 202](#ib49606b0fb3349ac8d4f12d19f338984_70)[2](#ib49606b0fb3349ac8d4f12d19f338984_70)[,](#ib49606b0fb3349ac8d4f12d19f338984_70) [J](#ib49606b0fb3349ac8d4f12d19f338984_70)[anuary](#ib49606b0fb3349ac8d4f12d19f338984_70) [](#ib49606b0fb3349ac8d4f12d19f338984_70)[30](#ib49606b0fb3349ac8d4f12d19f338984_70)[, 202](#ib49606b0fb3349ac8d4f12d19f338984_70)[1](#ib49606b0fb3349ac8d4f12d19f338984_70) [and February](#ib49606b0fb3349ac8d4f12d19f338984_70) [1](#ib49606b0fb3349ac8d4f12d19f338984_70)[, 20](#ib49606b0fb3349ac8d4f12d19f338984_70)[2](#ib49606b0fb3349ac8d4f12d19f338984_70)0] [added: January 28, 2023, January 29, 2022 and January 30, 2021](#i41d96c2ed51d40e79bfebb9a6bd5462f_76)] | | | [removed: [60](#ib49606b0fb3349ac8d4f12d19f338984_70)] [added: [59](#i41d96c2ed51d40e79bfebb9a6bd5462f_76)] | | |

| [Consolidated Statements of Cash Flows for the years ended [removed: January](#ib49606b0fb3349ac8d4f12d19f338984_73) [2](#ib49606b0fb3349ac8d4f12d19f338984_73)[9](#ib49606b0fb3349ac8d4f12d19f338984_73)[, 202](#ib49606b0fb3349ac8d4f12d19f338984_73)[2](#ib49606b0fb3349ac8d4f12d19f338984_73)[,](#ib49606b0fb3349ac8d4f12d19f338984_73) [Januar](#ib49606b0fb3349ac8d4f12d19f338984_73)[y](#ib49606b0fb3349ac8d4f12d19f338984_73) [](#ib49606b0fb3349ac8d4f12d19f338984_73)[3](#ib49606b0fb3349ac8d4f12d19f338984_73)[0](#ib49606b0fb3349ac8d4f12d19f338984_73)[, 202](#ib49606b0fb3349ac8d4f12d19f338984_73)[1](#ib49606b0fb3349ac8d4f12d19f338984_73) [and February](#ib49606b0fb3349ac8d4f12d19f338984_73) [1](#ib49606b0fb3349ac8d4f12d19f338984_73)[, 20](#ib49606b0fb3349ac8d4f12d19f338984_73)[2](#ib49606b0fb3349ac8d4f12d19f338984_73)0] [added: January 28, 2023, January 29, 2022 and January 30, 2021](#i41d96c2ed51d40e79bfebb9a6bd5462f_79)] | | | [removed: [61](#ib49606b0fb3349ac8d4f12d19f338984_73)] [added: [60](#i41d96c2ed51d40e79bfebb9a6bd5462f_79)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ib49606b0fb3349ac8d4f12d19f338984_76)] [added: Statements](#i41d96c2ed51d40e79bfebb9a6bd5462f_82)] | | | [removed: [62](#ib49606b0fb3349ac8d4f12d19f338984_76)] [added: [61](#i41d96c2ed51d40e79bfebb9a6bd5462f_82)] | | |

We have audited the accompanying consolidated balance sheets of Marvell Technology, Inc. and subsidiaries (the “Company”) as of January [removed: 29, 2022,] [added: 28, 2023,] and January [removed: 30, 2021,] [added: 29, 2022,] the related consolidated statements of [removed: operations and] [added: operations,] comprehensive [removed: income (loss),] [added: loss,] stockholders’ equity, and cash [removed: flows] [added: flows,] for each of the three years in the period ended January [removed: 29, 2022,] [added: 28, 2023,] 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 January [removed: 29, 2022,] [added: 28, 2023,] and January [removed: 30, 2021,] [added: 29, 2022,] and the results of its operations and its cash flows for each of the three years in the period ended January [removed: 29, 2022,] [added: 28, 2023,] 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 January [removed: 29, 2022,] [added: 28, 2023,] based on criteria established in *Internal [removed: Control-Integrated] [added: Control—Integrated] Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March [removed: 10, 2022,] [added: 9, 2023,] expressed an unqualified opinion on the Company’s internal control over financial reporting.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current-period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

[removed: Inventories - Management] [added: Inventories – Management] Judgements Regarding Excess and Obsolete Inventory Reserves — Refer to Note 2 to the financial statements

Management writes down excess inventories based upon a regular analysis of inventory on hand compared to [removed: historical and] forecasted demand.

As of January [removed: 29, 2022,] [added: 28, 2023,] the [removed: Company's] [added: Company’s] consolidated inventories balance was [removed: $720] [added: $1,068] million.

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

Specifically, due to the ongoing market uncertainty, including the business [removed: impacts] [added: impact] of the [removed: global supply chain shortage,] [added: macroeconomic environment,] performing audit procedures to evaluate the reasonableness of management’s estimates of forecasted [removed: demand,] [added: demand] required a high degree of auditor judgment and [removed: an] increased [removed: extent of] [added: audit] effort.

- We selected a sample of inventory products [removed: (both on-hand] and [removed: from committed open purchase orders) 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 considered, when relevant, the existence of contradictory evidence based on reading of internal [removed: communications to] [added: 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.

(In [removed: thousands,] [added: millions,] except par value per share)

| | | | [added: | | |] January 29, 2022 | | | | | | January 30, 2021 | | | [added: | | |]

| Prepaid expenses and other current assets | | | [removed: 111,003] [added: 213.3] | | | | | | [removed: 63,782] [added: —] | | | [added: | | | 213.3 | | |]

| Property and equipment, net | | | [removed: 462,773] [added: 98.5] | | | | | | [removed: 326,125] [added: —] | | | [added: | | | 98.5 | | |]

| Acquired intangible assets, net | | | [removed: 6,153,422] | | | | | | [removed: 2,270,700] | | | [added: | | | 433.0 | | |]

| Other non-current assets | | | [removed: 994,315] [added: 1,508.8] | | | | | | [removed: 541,569] [added: 994.4] | | |

| Other non-current liabilities | | | [removed: 533,147] [added: (297.9)] | | | | | | [removed: 258,853] [added: —] | | | [added: | | | (297.9) | | |]

| Commitments and contingencies (Note [removed: 11)] [added: 6)] | | | | | | | | | | | |

| Preferred stock, $0.002 par value; [removed: 8,000] [added: 8.0] shares authorized; no shares issued and outstanding | | | — | | | | | | — | | |

| Common stock, $0.002 par value; [removed: 1,250,000] [added: 1,250] shares authorized; [removed: 846,695] [added: 856.1] and [removed: 675,402] [added: 846.7] shares issued and outstanding in fiscal [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively | | | [removed: 1,692] [added: 1.7] | | | | | | [removed: 1,350] [added: 1.7] | | |

| Total liabilities and stockholders’ equity | | | $ | [removed: 22,108,597] [added: 22,522.1] | | | | | $ | [removed: 10,764,924] [added: 22,108.6] | |

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE [removed: INCOME (LOSS)][added: LOSS]

(In [removed: thousands,] [added: millions,] except per share amounts)

| | | | [removed: Year Ended] | | | [added: Year Ended] | | | | | | | | | | | |

| | | | January [removed: 29, 2022] [added: 28, 2023] | | | | | | January [removed: 30, 2021] [added: 29, 2022] | | | | | | [removed: February 1, 2020] [added: January 30, 2021] | | |

| Legal settlement | | | [removed: —] [added: 100.0] | | | | | | [removed: 36,000] [added: —] | | | | | | [removed: —] [added: 36.0] | | |

| Interest and other income (loss), net | | | [removed: (135,827)] [added: (152.9)] | | | | | | [removed: (63,779)] [added: (135.8)] | | | | | | [removed: 1,041,740] [added: (63.8)] | | |

| Net [removed: income (loss)] [added: loss] per share - basic | | | $ | [removed: (0.53)] [added: (0.19)] | | | | | $ | [removed: (0.41)] [added: (0.53)] | | | | | $ | [removed: 2.38] [added: (0.41)] | |

| Net [removed: income (loss)] [added: loss] per share - diluted | | | $ | [removed: (0.53)] [added: (0.19)] | | | | | $ | [removed: (0.41)] [added: (0.53)] | | | | | $ | [removed: 2.34] [added: (0.41)] | |

| | | | Common Stock | | | | | | | | | | | | Additional Paid-in Capital | | | | | | | | | | | | [removed: Retained Earnings] | | | | | | [removed: Total] | | | [added: | | | | | |]

| Shares | | | | | | Amount | | | | | | | | | [added: Retained Earnings] | | | [added: Total] | | | | | | | | | | | | | | | | | | [added: | | | | | |]

March 9, 2023

| | | | January 28, 2023 | | | | | | January 29, 2022 | | |

| Cash and cash equivalents | | | $ | 911.0 | | | | | $ | 613.5 | |

| Accounts receivable, net | | | 1,192.2 | | | | | | 1,048.6 | | |

| Inventories | | | 1,068.3 | | | | | | 720.3 | | |

| Total current assets | | | 3,281.1 | | | | | | 2,493.4 | | |

| Goodwill | | | 11,586.9 | | | | | | 11,511.1 | | |

| Deferred tax assets | | | 465.9 | | | | | | 493.5 | | |

| Total assets | | | $ | 22,522.1 | | | | | $ | 22,108.6 | |

| Accounts payable | | | $ | 465.8 | | | | | $ | 461.5 | |

| Accrued employee compensation | | | 244.5 | | | | | | 241.3 | | |

| Short-term debt | | | 584.4 | | | | | | 63.2 | | |

| Total current liabilities | | | 2,386.7 | | | | | | 1,388.6 | | |

| Long-term debt | | | 3,907.7 | | | | | | 4,484.8 | | |

| Total liabilities | | | 6,884.9 | | | | | | 6,406.5 | | |

| Additional paid-in capital | | | 14,512.0 | | | | | | 14,209.0 | | |

| Retained earnings | | | 1,123.5 | | | | | | 1,491.4 | | |

| Total stockholders’ equity | | | 15,637.2 | | | | | | 15,702.1 | | |

[Table of Contents](#i41d96c2ed51d40e79bfebb9a6bd5462f_7)

| Net revenue | | | $ | 5,919.6 | | | | | $ | 4,462.4 | | | | | $ | 2,968.9 | |

| Cost of goods sold | | | 2,932.1 | | | | | | 2,398.2 | | | | | | 1,480.6 | | |

| Gross profit | | | 2,987.5 | | | | | | 2,064.2 | | | | | | 1,488.3 | | |

| Research and development | | | 1,784.3 | | | | | | 1,424.2 | | | | | | 1,072.7 | | |

| Selling, general and administrative | | | 843.6 | | | | | | 955.3 | | | | | | 467.2 | | |

| Restructuring related charges | | | 21.6 | | | | | | 32.4 | | | | | | 170.8 | | |

| Total operating expenses | | | 2,749.5 | | | | | | 2,411.9 | | | | | | 1,746.7 | | |

| Operating income (loss) | | | 238.0 | | | | | | (347.7) | | | | | | (258.4) | | |

| Interest income | | | 5.3 | | | | | | 0.8 | | | | | | 2.6 | | |

| Interest expense | | | (170.6) | | | | | | (139.3) | | | | | | (69.3) | | |

| Income (loss) before income taxes | | | 85.1 | | | | | | (483.5) | | | | | | (322.2) | | |

| Provision (benefit) for income taxes | | | 248.6 | | | | | | (62.5) | | | | | | (44.9) | | |

| Net loss | | | $ | (163.5) | | | | | $ | (421.0) | | | | | $ | (277.3) | |

| Comprehensive loss, net of tax | | | $ | (163.5) | | | | | $ | (421.0) | | | | | $ | (277.3) | |

| Basic | | | 851.4 | | | | | | 796.9 | | | | | | 668.8 | | |

| Diluted | | | 851.4 | | | | | | 796.9 | | | | | | 668.8 | | |

[Table of Contents](#i41d96c2ed51d40e79bfebb9a6bd5462f_7)

(In millions, except per share amounts)

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at February 1, 2020 | | | 663.5 | | | | | | $ | 1.4 | | | | | $ | 6,135.9 | | | | | | | | | | | | | | | | | $ | 2,541.3 | | | | | $ | 8,678.6 | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

Business Combinations – Fair Value of Acquired Intangible Assets — Refer to Notes 2 and 4 to the financial statements

*Critical Audit Matter Description*

The Company completed the acquisitions of Inphi Corporation for $9.9 billion on April 20, 2021, and Innovium, Inc. for $1.0 billion on October 5, 2021.

The Company accounted for the transactions under the acquisition method of accounting for business combinations.

Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, including intangible assets of $4.4 billion for Inphi and $433 million for Innovium.

Intangible assets acquired primarily related to developed technology, in process research and development (“IPR&D”) and customer relationships.

Management estimated the fair value of the intangible assets using valuation techniques which includes the use of a discounted cash flow model.

The fair value determination of the intangible assets required management to make significant estimates and assumptions, including future expected revenue, expenses, capital expenditures and other costs, as well as discount rates.

We identified the fair value of acquired intangible assets as a critical audit matter because of the significant business assumptions and estimates used in the valuation of the Inphi and Innovium acquired entity intangible assets that possess higher degrees of complexity and sensitivity to the valuations.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s assumptions related to each acquisition.

The significant assumptions and estimates used to estimate the fair value of Inphi intangible assets relate primarily to the forecasted revenue growth rates, the expected period over which the intangible assets are expected to produce cash flows (“technology obsolescence rates”), the period required for customers revenues to mature (“customer ramp periods”) and the discount rates applied to these future cash flows.

The significant assumptions and estimates used to estimate the fair value of Innovium intangible assets relate primarily to the annual revenue growth rates that form the basis of future cash flows.

*How the Critical Audit Matter Was Addressed in the Audit*

Our audit procedures related to the fair value of the Inphi acquired intangible assets, specifically as they relate to significant assumptions and estimates including forecasted revenue growth rates, technology obsolescence rates, customer ramp periods, and discount rates, included the following, among others:

- We tested the effectiveness of internal controls over the valuation and accounting for the acquired intangible assets, including management’s controls related to the forecasted revenue growth rate and selection of technology obsolescence rates, customer ramp periods, and discount rate.

- We assessed the reasonableness of management’s forecast of future revenues by comparing the projections to historical results, certain peer companies, and industry data.

- We evaluated whether the estimated future revenues were consistent with evidence obtained in other areas of the audit.

- We evaluated the reasonableness of management’s selection of technology obsolescence rates and customer ramp periods by understanding the development status and life cycle of each product and comparing management’s assumptions to historical product and customer data and information obtained in other areas of the audit.

- With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology and (2) discount rate by:

◦Testing the source information underlying the determination of the discount rate and testing the mathematical accuracy of the calculation

◦Developing a range of independent estimates and comparing those to the discount rate selected by management.

Our audit procedures related to the fair value of the Innovium acquired intangible assets, specifically as they relate to significant assumptions and estimates including forecasted revenue growth rates by product, included the following, among others:

- We tested the effectiveness of internal controls over the valuation and accounting for the acquired intangible assets, including management’s controls related to the forecasted revenue growth rates by product.

- We assessed the reasonableness of management’s forecasts of future revenues by comparing the projections to contracted future sales, certain peer companies, and industry data.

- With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology used by the Company.

March 10, 2022

[Table of Content](#ib49606b0fb3349ac8d4f12d19f338984_7)[s](#ib49606b0fb3349ac8d4f12d19f338984_7)

MARVELL TECHNOLOGY, INC.

| Cash and cash equivalents | | | $ | 613,533 | | | | | $ | 748,467 | |

| Accounts receivable, net | | | 1,048,583 | | | | | | 536,668 | | |

| Inventories | | | 720,331 | | | | | | 268,228 | | |

| Total current assets | | | 2,493,450 | | | | | | 1,617,145 | | |

| Goodwill | | | 11,511,129 | | | | | | 5,336,961 | | |

| Deferred tax assets | | | 493,508 | | | | | | 672,424 | | |

| Total assets | | | $ | 22,108,597 | | | | | $ | 10,764,924 | |

| Accounts payable | | | $ | 461,509 | | | | | $ | 252,419 | |

| Accrued liabilities | | | 622,561 | | | | | | 435,616 | | |

| Accrued employee compensation | | | 241,306 | | | | | | 189,421 | | |

Management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of January [removed: 29, 2022.][added: 28, 2023.]

Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of January [removed: 29, 2022.][added: 28, 2023.]

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of January [removed: 29, 2022] [added: 28, 2023] using the criteria for effective internal control over financial reporting as described in “Internal Control-Integrated Framework,” issued by the Committee of Sponsoring Organization of the Treadway Commission (2013 framework) (the COSO Criteria).

Based on this assessment, management concluded that our internal control over financial reporting was effective as of January [removed: 29, 2022.][added: 28, 2023.]

The effectiveness of our internal control over financial reporting as of January [removed: 29, 2022] [added: 28, 2023] has been audited by Deloitte & Touche LLP, our independent registered public accounting firm, as stated in its report that is included herein.

No change in the [removed: Company's] [added: Company’s] internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) occurred during the three months ended January [removed: 29, 2022] [added: 28, 2023] that has materially affected, or is reasonably likely to materially affect, the [removed: Company's] [added: Company’s] internal control over financial reporting.

[removed: We are continually monitoring] [added: In addition, we continue to monitor] and [removed: assessing] [added: assess] the [added: potential impact of the] COVID-19 situation on our internal controls to minimize the impact on their design and operating effectiveness.

We adopted a hybrid work policy where most of our employees have the option to split their time between working from home and the office.

As a result of the COVID-19 pandemic, we have modified our workplace practices globally, resulting in most of our employees working remotely.

To the stockholders and the Board of Directors of Marvell [removed: Technology,Inc][added: Technology, Inc.]

We have audited the internal control over financial reporting of Marvell Technology, Inc. and subsidiaries (the “Company”) as of January [removed: 29, 2022,] [added: 28, 2023,] based on criteria established in *Internal Control—Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January [removed: 29, 2022,] [added: 28, 2023,] based on criteria established in *Internal Control—Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended January [removed: 29, 2022,] [added: 28, 2023,] of the Company and our report dated March [removed: 10, 2022,] [added: 9, 2023,] expressed an unqualified opinion on those financial statements.

Unless we file an amendment to this Form 10-K within 120 days after January [removed: 29, 2022] [added: 28, 2023] to include the Part III information, we intend to incorporate such information by reference to our definitive proxy statement in connection with our [removed: 2022] [added: 2023] annual meeting of stockholders to be held [removed: on] [added: in] June [removed: 23, 2022] [added: 2023] (the [removed: “2022] [added: “2023] Proxy Statement”).

March 9, 2023

March 10, 2022

The information required by Items 401 and 407(c)(3) of Regulation S-K with respect to our directors, director nominees, executive officers and corporate governance is incorporated by reference herein to the information set forth under the captions “Election of Directors,” “Corporate Governance and Matters Related to Our Board” and “Executive Officers of the Company” in our [removed: 2022] [added: 2023] Proxy Statement.

The information required by Item 405 of Regulation S-K is incorporated by reference herein, as applicable, to the information set forth under the caption “Delinquent Section 16(a) Reports” in our [removed: 2022] [added: 2023] Proxy Statement.

We have adopted a Code of Ethics and Business Conduct for Employees, Officers and Directors [added: (the “Code of Ethics”)] that applies to all of our directors, officers (including our Chief Executive Officer (our principal executive officer), Chief Financial Officer (our principal financial officer), Corporate Controller (our chief accounting officer) and any person performing similar functions) and employees.

We [removed: will] [added: intend to] disclose certain future amendments to [removed: or waivers from] [added: certain provisions of] our Code of Ethics and [removed: Business Conduct for Employees, Officers] [added: waivers of our Code of Ethics granted to executive officers] and [removed: Directors] [added: directors] on our website or in a report on Form 8-K within four business days following the date of such amendment or waiver.

Our Code of Ethics [removed: and Business Conduct for Employees, Officers and Directors] is available on our website www.marvell.com.

The information required by Items 407(d)(4) and (d)(5) of Regulation S-K concerning our Audit Committee and Audit Committee financial expert is incorporated by reference herein to the information set forth under the caption “Corporate Governance and Matters Related to Our Board” in our [removed: 2022] [added: 2023] Proxy Statement.

The information required by Items 402, 407(e)(4) and 407(e)(5) of Regulation S-K is incorporated by reference herein to the information set forth under the captions “Compensation of Directors,” “Director Compensation Table-Fiscal [removed: 2022,”] [added: 2023,”] “Executive Compensation” and “Compensation Committee Interlocks and Insider Participation” in our [removed: 2022] [added: 2023] Proxy Statement.

The information required by Item 403 of Regulation S-K is incorporated by reference herein to the information set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in our [removed: 2022] [added: 2023] Proxy Statement.

The following table provides certain information with respect to all of our equity compensation plans in effect January [removed: 29, 2022:][added: 28, 2023:]

| Equity compensation plans not approved by security holders [removed: (5)] [added: (4)] | | | | | | [removed: 8,802,948] [added: 3,761,649] | | | | | | $ | [removed: 11.04] [added: 12.40] | | | | | — | | |

(1)Includes only options and restricted stock units (outstanding under our equity compensation plans, as no stock warrants or other rights were outstanding as of January [removed: 29, 2022).][added: 28, 2023).]

[removed: (5)Plans] [added: (4)Plans] not approved by security holders consists of the Cavium 2007, 2016 and Qlogic equity incentive plans which we assumed in our merger with Cavium Inc, Aquantia 2004, 2015 and 2017 equity incentive plans which we assumed in our merger with Aquantia, Inphi 2010 equity incentive plans which we assumed in our merger with Inphi and Innovium 2015 equity incentive plans which we assumed in our merger with Innovium.

| Equity compensation plans approved by security holders (3) | | | | | | 16,776,002 | | | | | | $ | 19.28 | | | | | 107,174,498 | | |

| Equity compensation plans approved by security holders (3)(4) | | | | | | 13,024,489 | | | | | | $ | 17.91 | | | | | 112,683,958 | | |

(4)The number of shares reserved for issuance under our 2000 ESPP includes an annual increase in shares reserved for issuance equal to the lesser of (i) 8,000,000 shares of Common Stock, or (ii) 1.5% of the outstanding shares of capital stock on such date, or (iii) an amount determined by the Board (provided that the amount approved by the Board shall not be greater than (i) or (ii)).

The information required by Item 404 of Regulation S-K is incorporated by reference herein to the information set forth under the caption “Certain Relationships and Related Party Transactions” in our [removed: 2022] [added: 2023] Proxy Statement.

The information required by Item 407(a) of Regulation S-K is incorporated by reference herein to the information set forth under the caption “Board of Directors and Committees of the Board” in our [removed: 2022] [added: 2023] Proxy Statement.

The information required by Item 9(e) of Schedule 14A is incorporated by reference to the information set forth under the caption “Information Concerning Independent Registered Public Accounting Firm” in our [removed: 2022] [added: 2023] Proxy Statement.

See “Schedule II — Valuation and Qualifying Accounts” on page [removed: 119] [added: 111] of this Annual Report on Form 10-K:

| 4.9 | | | | | | [Form of $433,817,000 4.200% Senior Notes due 2023 (included as Exhibit A to Exhibit [removed: 4.](http://www.sec.gov/Archives/edgar/data/0001835632/000119312521150119/d168758dex42.htm)[2](http://www.sec.gov/Archives/edgar/data/0001835632/000119312521150119/d168758dex42.htm)[)](http://www.sec.gov/Archives/edgar/data/0001835632/000119312521150119/d168758dex42.htm)] [added: 4.2)](http://www.sec.gov/Archives/edgar/data/0001835632/000119312521150119/d168758dex42.htm)] | | | | | | 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 [removed: 4.](http://www.sec.gov/Archives/edgar/data/0001835632/000119312521150119/d168758dex42.htm)[2](http://www.sec.gov/Archives/edgar/data/0001835632/000119312521150119/d168758dex42.htm)[)](http://www.sec.gov/Archives/edgar/data/0001835632/000119312521150119/d168758dex42.htm)] [added: 4.2)](http://www.sec.gov/Archives/edgar/data/0001835632/000119312521150119/d168758dex42.htm)] | | | | | | 8-K | | | | | | 001-40357 | | | | | | 4.4 | | | | | | 5/4/2021 | | |

| 10.9.1# | | | | | | [Severance Agreement with Matt Murphy as [removed: amended December 1, 2020](http://www.sec.gov/Archives/edgar/data/1058057/000105805720000061/mrvl-10312020exhibit106.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit1091.htm) [2022](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit1091.htm)] | | | | | | [removed: 10-Q] | | | | | | [removed: 000-30877] | | | | | | [removed: 10.6] | | | | | | [removed: 12/4/2020] [added: Filed Herewith] | | |

| 10.20# | | | | | | [removed: [Fiscal Year 2022 Named] [added: [Fiscal](http://www.sec.gov/Archives/edgar/data/1835632/000183563222000028/mrvl-4302022exhibit1020.htm) [2023](http://www.sec.gov/Archives/edgar/data/1835632/000183563222000028/mrvl-4302022exhibit1020.htm) [Named] Executive Officer [removed: Compensation](https://www.sec.gov/Archives/edgar/data/1835632/000183563221000010/mrvl-512021exhibit1020.htm)] [added: Compensation](http://www.sec.gov/Archives/edgar/data/1835632/000183563222000028/mrvl-4302022exhibit1020.htm)] | | | | | | 10-Q | | | | | | 001-40357 | | | | | | 10.20 | | | | | | [removed: 6/9/2021] [added: 5/27/2022] | | |

| 10.21# | | | | | | [Marvell [removed: Technology Group Ltd. Change] [added: Technology](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit1021.htm) [Inc.](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit1021.htm) [Change] in Control Severance [removed: Plan](http://www.sec.gov/Archives/edgar/data/1058057/000105805720000046/mrvl-8012020exhibit101.htm) [and](http://www.sec.gov/Archives/edgar/data/1058057/000105805720000046/mrvl-8012020exhibit101.htm) [Summary] Plan [removed: Description effective June](http://www.sec.gov/Archives/edgar/data/1058057/000105805720000046/mrvl-8012020exhibit101.htm) [2016](http://www.sec.gov/Archives/edgar/data/1058057/000105805720000046/mrvl-8012020exhibit101.htm) [and updated June 2020](http://www.sec.gov/Archives/edgar/data/1058057/000105805720000046/mrvl-8012020exhibit101.htm)] [added: and Summary Plan Description](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit1021.htm) [2022](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit1021.htm)] | | | | | | [removed: 10-Q] | | | | | | [removed: 000-30877] | | | | | | [removed: 10.1] | | | | | | [removed: 8/28/2020] [added: Filed Herewith] | | |

| 10.22 | | | | | | [Warrant to Purchase Common [removed: Shares](http://www.sec.gov/Archives/edgar/data/1058057/000119312519166129/d50238dex991.htm) [of](http://www.sec.gov/Archives/edgar/data/1058057/000119312519166129/d50238dex991.htm) [Marvell](http://www.sec.gov/Archives/edgar/data/1058057/000119312519166129/d50238dex991.htm) [dated] [added: Shares of Marvell dated] June 5, 2019](http://www.sec.gov/Archives/edgar/data/1058057/000119312519166129/d50238dex991.htm) | | | | | | 8-K | | | | | | 000-30877 | | | | | | 99.1 | | | | | | 6/5/2019 | | |

| [removed: 10.30] [added: 4.12] | | | | | | [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 [removed: amended;](http://www.sec.gov/Archives/edgar/data/1835632/000119312520324587/d39145ds4.htm)] [added: amended;](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit412.htm)] | | | | | | [removed: S-4] | | | | | | [removed: 333-251606] | | | | | | | | | | | | [removed: 12/22/2020] [added: Filed Herewith] | | |

| 21.1 | | | | | | [Subsidiaries of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1835632/000183563222000016/mrvl-01292022exhibit211.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit211.htm)] | | | | | | | | | | | | | | | | | | | | | | | | Filed [removed: herewith] [added: Herewith] | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting Firm - Deloitte & Touche [removed: LLP](https://www.sec.gov/Archives/edgar/data/1835632/000183563222000016/mrvl-01292022exhibit231.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit231.htm)] | | | | | | | | | | | | | | | | | | | | | | | | Filed [removed: herewith] [added: Herewith] | | |

| 24.1 | | | | | | [Power of Attorney (contained in the signature page to this Annual [removed: Report)](#ib49606b0fb3349ac8d4f12d19f338984_181)] [added: Report)](#i41d96c2ed51d40e79bfebb9a6bd5462f_187)] | | | | | | | | | | | | | | | | | | | | | | | | Filed [removed: herewith] [added: Herewith] | | |

| 31.1 | | | | | | [Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/1835632/000183563222000016/mrvl-01292022exhibit311.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit311.htm)] | | | | | | | | | | | | | | | | | | | | | | | | Filed [removed: herewith] [added: Herewith] | | |

| 31.2 | | | | | | [Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/1835632/000183563222000016/mrvl-01292022exhibit312.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit312.htm)] | | | | | | | | | | | | | | | | | | | | | | | | Filed [removed: herewith] [added: 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 [removed: Officer](https://www.sec.gov/Archives/edgar/data/1835632/000183563222000016/mrvl-01292022exhibit321.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit321.htm)] | | | | | | | | | | | | | | | | | | | | | | | | Filed [removed: herewith] [added: 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 [removed: Officer](https://www.sec.gov/Archives/edgar/data/1835632/000183563222000016/mrvl-01292022exhibit322.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit322.htm)] | | | | | | | | | | | | | | | | | | | | | | | | Filed [removed: herewith] [added: Herewith] | | |

| 10.7.7# | | | | | | [Form of Relative TSR RSU Grant Notice as amended March 2022](http://www.sec.gov/Archives/edgar/data/1835632/000183563222000028/mrvl-4302022exhibit1077.htm) | | | | | | 10-Q | | | | | | 001-40357 | | | | | | 10.7.7 | | | | | | 5/27/2022 | | |

| 10.7.8# | | | | | | [Form of Relative TSR and EPS RSU Grant Notice](http://www.sec.gov/Archives/edgar/data/1835632/000183563222000028/mrvl-4302022exhibit1078.htm) | | | | | | 10-Q | | | | | | 001-40357 | | | | | | 10.7.8 | | | | | | 5/27/2022 | | |

| 10.7.9# | | | | | | [Form of Relative TSR and EPS RSU Grant Notice December 2022](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit1079.htm) | | | | | | | | | | | | | | | | | | | | | | | | Filed Herewith | | |

| 10.8.1# | | | | | | [Marvell Technology](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit1081.htm) [Inc.](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit1081.htm) [2000 Employee Stock Purchase](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit1081.htm) [Plan (as approved by shareholders](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit1081.htm) [as](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit1081.htm) [of June 23, 2022)](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit1081.htm) | | | | | | | | | | | | | | | | | | | | | | | | Filed Herewith | | |

| 10.29# | | | | | | [Promotion to Chief Finance Officer Letter Willem Meintjes](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit1029.htm) | | | | | | | | | | | | | | | | | | | | | | | | Filed Herewith | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 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)](http://www.sec.gov/Archives/edgar/data/0001835632/000119312521123014/d141152dex42.htm) | | | | | | 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](http://www.sec.gov/Archives/edgar/data/0001835632/000119312521123014/d141152dex43.htm) | | | | | | S-8 | | | | | | 333-255384 | | | | | | 4.3 | | | | | | 4/20/2021 | | |

| 10.29 | | | | | | [Registration Rights Agreement, dated as of May 4, 2021, by and between Marvell Technology, Inc. and J.P. Morgan Securities LLC](http://www.sec.gov/Archives/edgar/data/0001835632/000119312521321643/d230852dex46.htm) | | | | | | S-4 | | | | | | 333-260832 | | | | | | 4.6 | | | | | | 11/5/2021 | | |

| | | | | | | | | | | | | [removed: Jean Hu] [added: Willem Meintjes] Chief Financial Officer (Principal Financial Officer) | | |

Murphy and [removed: Jean Hu,] [added: Willem Meintjes,] and each of them individually, as his or her attorney-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

| /S/ MATTHEW J. MURPHY | | | | | | President, Chief Executive Officer (Principal Executive Officer) and Director | | | | | | March [removed: 10, 2022] [added: 9, 2023] | | |

| /S/ [removed: JEAN HU] [added: WILLEM MEINTJES] | | | | | | Chief Financial Officer (Principal Financial Officer) | | | | | | March [removed: 10, 2022] [added: 9, 2023] | | |

| /S/ [removed: WILLEM MEINTJES] [added: PANTEHA DIXON] | | | | | | Chief Accounting Officer (Principal Accounting Officer) | | | | | | March [removed: 10, 2022] [added: 9, 2023] | | |

| /S/ TUDOR BROWN | | | | | | Director | | | | | | March [removed: 10, 2022] [added: 9, 2023] | | |

| /S/ BRAD BUSS | | | | | | Director | | | | | | March [removed: 10, 2022] [added: 9, 2023] | | |

| /S/ EDWARD FRANK | | | | | | Director | | | | | | March [removed: 10, 2022] [added: 9, 2023] | | |

| /S/ RICHARD S. HILL | | | | | | Chairman of the Board | | | | | | March [removed: 10, 2022] [added: 9, 2023] | | |

| /S/ MARACHEL KNIGHT | | | | | | Director | | | | | | March [removed: 10, 2022] [added: 9, 2023] | | |

| /S/ MICHAEL STRACHAN | | | | | | Director | | | | | | March [removed: 10, 2022] [added: 9, 2023] | | |

| /S/ ROBERT E. SWITZ | | | | | | Director | | | | | | March [removed: 10, 2022] [added: 9, 2023] | | |

| /S/ FORD TAMER | | | | | | Director | | | | | | March [removed: 10, 2022] [added: 9, 2023] | | |

| Fiscal year ended [removed: February 1, 2020] [added: January 28, 2023] | | | | | | | | | | | | | | | | | | | | | | | |

None.

| Dated: March 9, 2023 | | | | | | By: | | | | | | /S/ WILLEM MEINTJES | | |

| Panteha Dixon | | | | | | | | | | | | | | |

| /S/ SARA ANDREWS | | | | | | Director | | | | | | March 9, 2023 | | |

| Sara Andrews | | | | | | | | | | | | | | |

| /S/ REBECCA HOUSE | | | | | | Director | | | | | | March 9, 2023 | | |

| Rebecca House | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

(in millions)

| Allowance for doubtful accounts | | | $ | 3.0 | | | | | $ | 1.2 | | | | | $ | (2.1) | | | | | $ | 2.1 | |

| Deferred tax asset valuation allowance | | | $ | 1,003.4 | | | | | $ | — | | | | | $ | (41.7) | | | | | $ | 961.7 | |

| Allowance for doubtful accounts | | | $ | 2.1 | | | | | $ | 1.5 | | | | | $ | (0.6) | | | | | $ | 3.0 | |

| Deferred tax asset valuation allowance | | | $ | 749.5 | | | | | $ | 253.9 | | | | | $ | — | | | | | $ | 1,003.4 | |

| Allowance for doubtful accounts | | | $ | 2.2 | | | | | $ | 1.4 | | | | | $ | (1.5) | | | | | $ | 2.1 | |

| Deferred tax asset valuation allowance | | | $ | 676.8 | | | | | $ | 72.7 | | | | | $ | — | | | | | $ | 749.5 | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

Not applicable.

| Dated: March 10, 2022 | | | | | | By: | | | | | | /S/ JEAN HU | | |

| Jean Hu | | | | | | | | | | | | | | |

| /S/ BETHANY MAYER | | | | | | Director | | | | | | March 10, 2022 | | |

| Bethany Mayer | | | | | | | | | | | | | | |

(in thousands)

| Allowance for doubtful accounts | | | $ | 2,071 | | | | | $ | 1,526 | | | | | $ | (637) | | | | | $ | 2,960 | |

| Deferred tax asset valuation allowance | | | $ | 749,468 | | | | | $ | 253,951 | | | | | $ | — | | | | | $ | 1,003,419 | |

| Allowance for doubtful accounts | | | $ | 2,126 | | | | | $ | 1,442 | | | | | $ | (1,497) | | | | | $ | 2,071 | |

| Deferred tax asset valuation allowance | | | $ | 676,780 | | | | | $ | 72,688 | | | | | $ | — | | | | | $ | 749,468 | |

| Allowance for doubtful accounts | | | $ | 2,637 | | | | | $ | 3,448 | | | | | $ | (3,959) | | | | | $ | 2,126 | |

| Deferred tax asset valuation allowance | | | $ | 597,829 | | | | | $ | 78,951 | | | | | $ | — | | | | | $ | 676,780 | |