Marvell Technology 10-Q 2023-10-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 28, 2023

or

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-40357

MARVELL TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware						85-3971597
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1000 N. West Street, Suite 1200 Wilmington, Delaware 19801

(302) 295-4840

(Address of principal executive offices, zip code and registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class						Trading Symbol(s)						Name of each exchange on which registered
Common Stock, par value $0.002 per share						MRVL						The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer			☒			Accelerated filer			☐
Non-accelerated filer			¨			Smaller reporting company			☐
						Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

The number of shares of common stock of the registrant outstanding as of November 24, 2023 was 864.5 million.

TABLE OF CONTENTS

						Page
PART I. FINANCIAL INFORMATION
Item 1.			Financial Statements:
			Unaudited Condensed Consolidated Balance Sheets as of October 28, 2023 and January 28, 2023			2
			Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended October 28, 2023 and October 29, 2022			3
			Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended October 28, 2023 and October 29, 2022			4
			Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended October 28, 2023 and October 29, 2022			5
			Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended October 28, 2023 and October 29, 2022			7
			Notes to Unaudited Condensed Consolidated Financial Statements			8
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			25
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			35
Item 4.			Controls and Procedures			36
PART II. OTHER INFORMATION
Item 1.			Legal Proceedings			37
Item 1A.			Risk Factors			37
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			62
Item 5.			Other Information			63
Item 6.			Exhibits			64
			Signatures			69

PART I: FINANCIAL INFORMATION

MARVELL TECHNOLOGY, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except par value per share)

			October 28, 2023						January 28, 2023
ASSETS
Current assets:
Cash and cash equivalents			$	725.6					$	911.0
Accounts receivable, net			1,214.6						1,192.2
Inventories			941.5						1,068.3
Prepaid expenses and other current assets			91.5						109.6
Total current assets			2,973.2						3,281.1
Property and equipment, net			701.6						577.4
Goodwill			11,586.9						11,586.9
Acquired intangible assets, net			4,290.4						5,102.0
Deferred tax assets			759.5						465.9
Other non-current assets			1,402.8						1,508.8
Total assets			$	21,714.4					$	22,522.1
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable			$	419.1					$	465.8
Accrued liabilities			1,119.2						1,092.0
Accrued employee compensation			245.0						244.5
Short-term debt			96.3						584.4
Total current liabilities			1,879.6						2,386.7
Long-term debt			4,089.6						3,907.7
Other non-current liabilities			511.8						590.5
Total liabilities			6,481.0						6,884.9
Commitments and contingencies (Note 5)
Stockholders’ equity:
Common stock, $0.002 par value			1.7						1.7
Additional paid-in capital			14,805.2						14,512.0
Accumulated other comprehensive loss			(1.4)						—
Retained earnings			427.9						1,123.5
Total stockholders’ equity			15,233.4						15,637.2
Total liabilities and stockholders’ equity			$	21,714.4					$	22,522.1

See accompanying notes to unaudited condensed consolidated financial statements

MARVELL TECHNOLOGY, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share amounts)

			Three Months Ended												Nine Months Ended
			October 28, 2023						October 29, 2022						October 28, 2023						October 29, 2022
Net revenue			$	1,418.6					$	1,537.3					$	4,081.2					$	4,501.1
Cost of goods sold			867.4						760.0						2,451.7						2,186.9
Gross profit			551.2						777.3						1,629.5						2,314.2
Operating expenses:
Research and development			481.1						448.1						1,436.6						1,341.2
Selling, general and administrative			213.0						207.8						622.0						640.2
Legal settlement			—						—						—						100.0
Restructuring related charges			3.4						15.6						105.3						18.1
Total operating expenses			697.5						671.5						2,163.9						2,099.5
Operating income (loss)			(146.3)						105.8						(534.4)						214.7
Interest income			1.7						1.5						5.8						2.8
Interest expense			(52.6)						(45.2)						(159.1)						(121.3)
Other income, net			9.7						3.2						16.3						12.1
Interest and other loss, net			(41.2)						(40.5)						(137.0)						(106.4)
Income (loss) before income taxes			(187.5)						65.3						(671.4)						108.3
Provision (benefit) for income taxes			(23.2)						52.0						(130.7)						256.4
Net income (loss)			$	(164.3)					$	13.3					$	(540.7)					$	(148.1)
Net income (loss) per share — basic			$	(0.19)					$	0.02					$	(0.63)					$	(0.17)
Net income (loss) per share — diluted			$	(0.19)					$	0.02					$	(0.63)					$	(0.17)
Weighted-average shares:
Basic			862.6						852.6						860.1						850.5
Diluted			862.6						858.4						860.1						850.5

See accompanying notes to unaudited condensed consolidated financial statements

MARVELL TECHNOLOGY, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In millions)

			Three Months Ended												Nine Months Ended
			October 28, 2023						October 29, 2022						October 28, 2023						October 29, 2022
Net income (loss)			$	(164.3)					$	13.3					$	(540.7)					$	(148.1)
Other comprehensive loss, net of tax:
Net change in unrealized loss on cas

Showing the first 8K of 113K characters. Open the full section

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results to differ materially from those implied by the forward-looking statements. Words such as “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “seeks,” “estimates,” “forecasts,” “targets,” “may,” “can,” “will,” “would” and similar expressions identify such forward-looking statements.

Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements. Factors that could cause actual results to differ materially from those predicted include, but are not limited to:

• risks related to changes in general macroeconomic conditions such as economic slowdowns, inflation, stagflation, rising interest rates, financial institution instability and recessions or political conditions, such as the tariffs and trade restrictions with 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 industry and the U.S. National Science and Technology Council’s designation of semiconductors as a critical and emerging technology;

• risks related to cancellations, rescheduling or deferrals of significant customer orders or shipments, as well as the ability of our customers to manage inventory;

• risks related to our ability to scale our business;

• risks related to the ability of our customers, particularly in jurisdictions such as China that may be subject to trade restrictions (including the need to obtain export licenses) to develop their own solutions or acquire fully developed solutions from third-parties;

• risks related to our ability to design, develop and introduce new and enhanced products, in particular in the 5G and Cloud markets, as well as for Artificial Intelligence (AI) solutions, in a timely and effective manner, as well as our ability to anticipate and adapt to changes in technology;

• risks related to our debt obligations;

• risks related to our ability to successfully integrate and to realize anticipated benefits or synergies, on a timely basis or at all, in connection with our past, current, or any future acquisitions, divestitures, significant investments or strategic transactions;

• risks related to the highly competitive nature of the end markets we serve, particularly within the semiconductor and infrastructure industries;

• risks related to our dependence on a few customers for a significant portion of our 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 execute on changes in strategy and realize the expected benefits from restructuring activities;

• risks related to our ability to maintain a competitive cost structure for our manufacturing, assembly, testing and packaging processes and our reliance on third parties to produce our products;

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

• risks related to our ability to attract, retain and motivate a highly skilled workforce, especially engineering, managerial, sales and marketing personnel;

• risks related to any current and future litigation, regulatory 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 gain or loss of a design win or key customer;

*•*risks related to seasonality or volatility related to sales into the infrastructure, semiconductor and related industries and end markets;

• risks related to failures to qualify our products or our suppliers’ manufacturing lines;

• risks related to failures to protect our intellectual property, particularly outside the United States;

• risks related to the potential impact of significant events or natural disasters, or the effects of climate change (such as droughts, flooding, wildfires, increased storm severity, sea level 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 manufacturing partners or suppliers operate, such as Taiwan and elsewhere in the Pacific Rim;

• risks related to our Environmental, Social and Governance (ESG) programs;

• risks related to the impact of the COVID-19 pandemic or other future pandemics, on the global economy and on our customers, suppliers, employees and business; and

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

Additional factors which could cause actual results to differ materially include those set forth in the following discussion, as well as the risks discussed in Part II, Item 1A, “Risk Factors,” and other sections of this Quarterly Report on Form 10-Q. These forward-looking statements speak only as of the date hereof. We undertake no obligation to update any forward-looking statements.

Overview

We are a leading supplier of data infrastructure semiconductor solutions, spanning the data center core to network edge. We are a fabless semiconductor supplier of high-performance standard and semi-custom products with core strengths in developing and scaling complex System-on-a-Chip architectures, integrating analog, mixed-signal and digital signal processing functionality. 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, enterprise networking, carrier infrastructure, consumer, and automotive/industrial end markets.

Net revenue in the third quarter of fiscal 2024 was $1.4 billion and was 8% lower than net revenue of $1.5 billion in the third quarter of fiscal 2023. This was due to a decrease in sales to the data center end market by 11%, a decrease in sales to the enterprise networking end market by 28% and a decrease in sales to the consumer end market by 5%. These decreases were partially offset by an increase in sales to the automotive/industrial end market by 26% and an increase in sales to the carrier infrastructure end market by 17%.

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. We have seen these inventory corrections continue to impact our storage customers, as well as enterprise networking and our wired carrier customers. In addition, we have continued to see low demand from our OEM customers in China. Starting in the first quarter of fiscal 2024, we have seen a strong increase in demand for our optical products, driven by AI applications.

To secure capacity over the long term, we have entered into and expect to continue to enter into capacity reservation arrangements with certain foundries and partners for substrates. See “Note 5 – Commitments and Contingencies” in the Notes to the Unaudited Condensed Consolidated Financial Statements for additional information.

We expect that the U.S. government’s export restrictions on certain Chinese customers to continue to impact our revenue. Moreover, concerns that U.S. companies may not be reliable suppliers as a result of these and other actions has caused, and may in the future cause, some of our customers in China to amass large inventories of our products well in advance of need or cause some of our customers to replace our products in favor of products from other suppliers. Customers in China may also choose to develop indigenous solutions, as replacements for products that are subject to U.S. export controls. In addition, there may be indirect impacts to our business that we cannot easily quantify such as the fact that some of our other customers’ products which use our solutions may also be impacted by export restrictions. See also Part II, 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.”

Restructuring. In the first quarter of fiscal 2024, we initiated a restructuring plan to streamline our organization and optimize resources. The restructuring and other related charges recorded were $3.4 million and $105.3 million for the three and nine months ended October 28, 2023. See “Note 8 - Restructuring” in the Notes to the Unaudited Condensed Consolidated Financial Statements for further information.

Capital Return Program. We remain committed to delivering stockholder value through our stock repurchase and dividend programs. Under the program authorized by our Board of Directors, we may repurchase shares of our common stock in the open-market or through privately negotiated transactions. The extent to which we repurchase our stock and the timing of such repurchases will depend upon market conditions, legal rules and regulations, and other corporate considerations, as determined by our management team. During the nine months ended October 28, 2023, the Company repurchased 0.8 million shares of its common stock for $50.0 million pursuant to a 10b5-1 trading plan. As of October 28, 2023, $399.5 million remained available for future stock repurchases.

As of October 28, 2023, a total of 311.3 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 $204.9 million to stockholders in the nine months ended October 28, 2023, including our repurchases of common stock and $154.9 million in cash dividends.

Cash and Short-Term Investments. Our cash and cash equivalents were $725.6 million at October 28, 2023, which were $185.4 million lower than our balance at our fiscal year ended January 28, 2023 of $911.0 million.

Sales and Customer Composition. Our accounts receivable was concentrated with four customers at October 28, 2023, who represented a total of 72% of gross accounts receivable, compared with four customers at October 29, 2022, who represented 56% of gross accounts receivable. During the three months ended October 28, 2023, there was one customer in addition to one distributor, whose revenue as a percentage of net revenue was 10% or greater of total net revenue. During the nine months ended October 28, 2023, there were two customers, in addition to one distributor, whose revenue as a percentage of net revenue was 10% or greater of total net revenue. During the three and nine months ended October 29, 2022, there was no net revenue attributable to a customer, other than one distributor, whose revenue as a percentage of net revenue was 10% or greater of total net revenue. Net revenue attributable to significant customers whose revenue as a percentage of net revenue was 10% or greater of total net revenue is presented in the following table:

			Three Months Ended												Nine Months Ended
			October 28, 2023						October 29, 2022						October 28, 2023						October 29, 2022
Customer:
Customer A			16%						*						11%						*
Customer B			*						*						10%						*
Distributor:
Distributor A			24%						22%						21%						22%

*Less than 10% of net revenue.

We continue to 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 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 66% and 68% of our net revenue in the three and nine months ended October 28, 2023, respectively, and approximately 75% and 76% of net revenue in the three and nine months ended October 29, 2022, respectively. Because many manufacturers and manufacturing subcontractors of our customers are located in Asia, we expect that most of our net revenue will continue to be represented by sales to our customers in that region. For risks related to our global operations, see Part II, 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 many of our customers, are manufactured and sold outside of the United States. The occurrence of any or a combination of the additional risks described below would significantly and negatively impact our business and results of operations.”

The development process for our products is long, which may cause us to experience a delay between the time we incur expenses and the time revenue is generated from these expenditures. We anticipate that the rate of new orders may vary significantly from quarter to quarter. For risks related to our sales cycle, see Part II, Item 1A, “Risk Factors,” including but not limited to the risk detailed under the caption “We are subject to order and shipment uncertainties. If we are unable to accurately predict customer demand, we may hold excess or obsolete inventory, which would reduce our gross margin. Conversely, we may have insufficient inventory 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.”

Critical Accounting Policies and Estimates

There have been no material changes during the three months ended October 28, 2023 to our critical accounting policies and estimates from the information provided in the “Critical Accounting Policies and Estimates” section of Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended January 28, 2023.

In the current macroeconomic environment, our estimates could require increased judgment and carry a higher degree of variability and volatility. We continue to monitor and assess our estimates in light of developments, and as events continue to evolve and additional information becomes available, our estimates may change materially in future periods.

Results of Operations

The following table sets forth information derived from our Unaudited Condensed Consolidated Statements of Operations expressed as a percentage of net revenue:

			Three Months Ended												Nine Months Ended
			October 28, 2023						October 29, 2022						October 28, 2023						October 29, 2022
Net revenue			100.0		%				100.0		%				100.0		%				100.0		%
Cost of goods sold			61.1						49.4						60.1						48.6
Gross profit			38.9						50.6						39.9						51.4
Operating expenses:
Research and development			33.9						29.1						35.2						29.8
Selling, general and administrative			15.0						13.5						15.2						14.2
Legal settlement			—						—						—						2.2
Restructuring related charges			0.2						1.0						2.6						0.4
Total operating expenses			49.1						43.6						53.0						46.6
Operating income (loss)			(10.2)						7.0						(13.1)						4.8
Interest income			0.1						0.1						0.2						0.1
Interest expense			(3.7)						(2.9)						(3.9)						(2.7)
Other income (loss), net			0.7						0.2						0.4						0.3
Income (loss) before income taxes			(13.1)						4.4						(16.4)						2.5
Provision (benefit) for income taxes			(1.6)						3.4						(3.2)						5.7
Net income (loss)			(11.5)		%				1.0		%				(13.2)		%				(3.2)		%

Three and nine months ended October 28, 2023 and October 29, 2022

Net Revenue

			Three Months Ended																		Nine Months Ended
			October 28, 2023						October 29, 2022						% Change						October 28, 2023						October 29, 2022						% Change
			(in millions, except percentage)
Net revenue			$	1,418.6					$	1,537.3					(7.7)%						$	4,081.2					$	4,501.1					(9.3)%

Our net revenue for the three months ended October 28, 2023 decreased by $118.7 million compared to net revenue for the three months ended October 29, 2022. This was due to a decrease in sales to the data center end market by 11%, a decrease in sales to the enterprise networking end market by 28% and a decrease in sales to the consumer end market by 5%. The decreases were partially offset by an increase in sales to the automotive/industrial end market by 26% and an increase in sales to the carrier infrastructure end market by 17%.

Our net revenue for the nine months ended October 28, 2023 decreased by $419.9 million compared to net revenue for the nine months ended October 29, 2022. This was due to a decrease in sales to the data center end market by 24%, a decrease in sales to the consumer end market by 8% and a decrease in sales to the enterprise networking end market by 4%. The decreases were partially offset by an increase in sales to the automotive/industrial end market by 19% and an increase in sales to the carrier infrastructure end market by 9%.

The overall decreases in net revenue of 8% and 9%, respectively, for the three and nine months ended October 28, 2023 compared to the three and nine months ended October 29, 2022, were primarily driven by lower unit shipments related to storage products.

Cost of Goods Sold and Gross Profit

			Three Months Ended																		Nine Months Ended
			October 28, 2023						October 29, 2022						% Change						October 28, 2023						October 29, 2022						% Change
			(in millions, except percentage)
Cost of goods sold			$	867.4					$	760.0					14.1%						$	2,451.7					$	2,186.9					12.1%
% of net revenue			61.1		%				49.4		%										60.1		%				48.6		%
Gross profit			$	551.2					$	777.3					(29.1)%						$	1,629.5					$	2,314.2					(29.6)%
% of net revenue			38.9		%				50.6		%										39.9		%				51.4		%

Cost of goods sold as a percentage of net revenue increased for the three and nine months ended October 28, 2023 compared to the three and nine months ended October 29, 2022, which is primarily due to charges for product claim related matters. Refer to “Note 5 - Commitments and Contingencies” in the Notes to the Unaudited Condensed Consolidated Financial Statements for further information. As a result, gross margin for the three and nine months ended October 28, 2023 decreased by 11.7 and 11.5 percentage points compared to the three and nine months ended October 29, 2022.

Research and Development

			Three Months Ended																		Nine Months Ended
			October 28, 2023						October 29, 2022						% Change						October 28, 2023						October 29, 2022						% Change
			(in millions, except percentage)
Research and development			$	481.1					$	448.1					7.4%						$	1,436.6					$	1,341.2					7.1%
% of net revenue			33.9		%				29.1		%										35.2		%				29.8		%

Research and development expense increased by $33.0 million in the three months ended October 28, 2023 compared to the three months ended October 29, 2022. The increase was primarily due to higher mask prototyping expenses and higher employee compensation related costs.

Research and development expense increased by $95.4 million in the nine months ended October 28, 2023 compared to the nine months ended October 29, 2022. The increase was primarily due to higher mask prototyping expenses and higher employee compensation related costs.

Selling, General and Administrative

			Three Months Ended																		Nine Months Ended
			October 28, 2023						October 29, 2022						% Change						October 28, 2023						October 29, 2022						% Change
			(in millions, except percentage)
Selling, general and administrative			$	213.0					$	207.8					2.5%						$	622.0					$	640.2					(2.8)%
% of net revenue			15.0		%				13.5		%										15.2		%				14.2		%

Selling, general and administrative expense increased by $5.2 million in the three months ended October 28, 2023 compared to the three months ended October 29, 2022. The increase was primarily due to charges for an intellectual property matter. The increase was partially offset by lower intangibles amortization expense related to intangibles that were fully amortized during fiscal 2024 and lower other marketing expenses.

Selling, general and administrative expense decreased by $18.2 million in the nine months ended October 28, 2023 compared to the nine months ended October 29, 2022. The decrease was primarily due to $16.0 million of lower intangibles amortization expense related to intangibles that were fully amortized during fiscal 2023 and fiscal 2024 and $3.3 million of lower employee compensation related costs.

Legal Settlement

			Three Months Ended																		Nine Months Ended
			October 28, 2023						October 29, 2022						% Change						October 28, 2023						October 29, 2022						% Change
			(in millions, except percentage)
Legal settlement			$	—					$	—					*						$	—					$	100.0					*
% of net revenue			—		%				—		%										—		%				2.2		%

*Not meaningful

We recorded a charge of $100.0 million in the nine months ended October 29, 2022 related to the settlement of a contractual dispute. Refer to “Note 5 - Commitments and Contingencies” in the Notes to the Unaudited Condensed Consolidated Financial Statements for further information.

Restructuring Related Charges

			Three Months Ended																		Nine Months Ended
			October 28, 2023						October 29, 2022						% Change						October 28, 2023						October 29, 2022						% Change
			(in millions, except percentage)
Restructuring related charges			$	3.4					$	15.6					(78.2)%						$	105.3					$	18.1					481.8%
% of net revenue			0.2		%				1.0		%										2.6		%				0.4		%

We recognized $3.4 million and $105.3 million of total restructuring related charges in the three and nine months ended October 28, 2023 as a result of our restructuring plan to streamline our organization and optimize resources. Refer to “Note 8 – Restructuring” in the Notes to the Unaudited Condensed Consolidated Financial Statements for further information.

Interest Income

			Three Months Ended																		Nine Months Ended
			October 28, 2023						October 29, 2022						% Change						October 28, 2023						October 29, 2022						% Change
			(in millions, except percentage)
Interest income			$	1.7					$	1.5					13.3%						$	5.8					$	2.8					107.1%
% of net revenue			0.1		%				0.1		%										0.2		%				0.1		%

Interest income was relatively flat for the three months ended October 28, 2023, compared to the three months ended October 29, 2022.

Interest income increased by $3.0 million in the nine months ended October 28, 2023, compared to the nine months ended October 29, 2022 due to higher interest rates on our invested cash.

Interest Expense

			Three Months Ended																		Nine Months Ended
			October 28, 2023						October 29, 2022						% Change						October 28, 2023						October 29, 2022						% Change
			(in millions, except percentage)
Interest expense			$	(52.6)					$	(45.2)					16.4%						$	(159.1)					$	(121.3)					31.2%
% of net revenue			(3.7)		%				(2.9)		%										(3.9)		%				(2.7)		%

Interest expense increased by $7.4 million and $37.8 million in the three and nine months ended October 28, 2023, respectively, compared to the three and nine months ended October 29, 2022. The increase was primarily due to higher interest expense associated with the 2024 and 2026 Term Loans.

Other Income, Net

			Three Months Ended																		Nine Months Ended
			October 28, 2023						October 29, 2022						% Change						October 28, 2023						October 29, 2022						% Change
			(in millions, except percentage)
Other income, net			$	9.7					$	3.2					203.1%						$	16.3					$	12.1					34.7%
% of net revenue			0.7		%				0.2		%										0.4		%				0.3		%

Other income, net, increased by $6.5 million and $4.2 million in the three months and nine months ended October 28, 2023, respectively, compared to the three and nine months ended October 29, 2022. The increase was primarily due to net gain from equity investments and exchange rate fluctuations.

Provision (Benefit) for Income Taxes

			Three Months Ended																		Nine Months Ended
			October 28, 2023						October 29, 2022						% Change						October 28, 2023						October 29, 2022						% Change
			(in millions, except percentage)
Provision (benefit) for income taxes			$	(23.2)					$	52.0					(144.6)%						$	(130.7)					$	256.4					(151.0)%

Our income tax benefit for the three months ended October 28, 2023 was $23.2 million compared to a tax expense of $52.0 million for the three months ended October 29, 2022. Our income tax benefit of $23.2 million for the three months ended October 28, 2023 differed from the 21% federal income tax rate, primarily due to a substantial portion of earnings or losses being taxed or benefited at rates lower than the U.S. statutory rate, net of the impact of U.S. taxation of foreign operations, benefits from tax credits, valuation allowance releases, and discrete tax benefits and expenses for excess deductions and deficiencies on stock-based compensation, respectively. Our income tax benefit for the three months ended October 29, 2022 differed from the U.S. federal tax rate of 21% primarily due to a discrete income tax expense related to the Israel clawback tax on earnings prior to fiscal 2023.

Our income tax benefit for the nine months ended October 28, 2023, was $130.7 million compared to a tax expense of $256.4 million for the nine months ended October 29, 2022. Our income tax benefit of $130.7 million for the nine months ended October 28, 2023, differs from the federal statutory tax rate of 21% primarily due to a substantial portion of earnings or losses being taxed or benefited at rates lower than the U.S. statutory rate, net of the impact of U.S. taxation of foreign operations, benefits from tax credits, valuation allowance releases, and discrete tax benefits and expenses for excess deductions and deficiencies on stock-based compensation, respectively. Our income tax expense of $256.4 million for the nine months ended October 29, 2022, differed from the 21% federal statutory tax rate primarily due to the $213.6 million tax impact of the remeasurement of deferred taxes in Singapore and $22.4 million tax impact of the Israel clawback taxes on prior earnings, offset by the recognition of discrete tax benefits related to stock-based compensation.

Our provision for incomes taxes may be affected by changes in the geographic mix of earnings with different applicable tax rates, acquisitions, changes in the realizability of deferred tax assets, accruals related to contingent tax liabilities and period-to-period changes in such accruals, the results of income tax audits, the expiration of statutes of limitations, the implementation of tax planning strategies, tax rulings, court decisions, settlements with tax authorities and changes in tax laws and regulations.

The ultimate realization of deferred tax assets depends upon the generation of future taxable income during the periods in which those assets become deductible or creditable. We evaluate the recoverability of these assets, weighing all positive and negative evidence, and provide or maintain a valuation allowance for these assets if it is more likely than not that some, or all, of the deferred tax assets will not be realized. If negative evidence exists, sufficient positive evidence is necessary to support a conclusion that a valuation allowance is not needed. We consider all available evidence such as our earnings history including the existence of cumulative income or losses, reversals of taxable temporary differences, projected future taxable income, and tax planning strategies. In future periods, it is possible that significant positive or negative evidence could arise that results in a change in our judgment with respect to the need for a valuation allowance, which could result in a tax benefit, or adversely affect our income tax provision, in the period of such change in judgment.

We also continue to evaluate potential changes to our legal structure in response to guidelines and requirements in various international tax jurisdictions where we conduct business. Additionally, please see the information in Part II Item 1A – “Risk Factors” under the caption “Changes in existing taxation benefits, tax rules or tax practices may adversely affect our financial results.”

Liquidity and Capital Resources

Our principal source of liquidity as of October 28, 2023 consisted of approximately $725.6 million of cash and cash equivalents, of which approximately $408.3 million was held by subsidiaries outside of the United States. We manage our worldwide cash requirements by, among other things, reviewing available funds held by our foreign subsidiaries and the cost effectiveness by which those funds can be accessed in the United States. See “Note 9 – Income Taxes” in the Notes to the Unaudited Condensed Consolidated Financial Statements for further information.

In December 2020, to fund the Inphi acquisition, we executed the 2024 and 2026 Term Loan Agreement to obtain the 2024 and 2026 Term Loans. On April 14, 2023, we entered into an amendment to the 2024 and 2026 Term Loan Agreement. The amendment modifies the existing agreement to, among other things, adopt SOFR interest rates and conform the maximum leverage ratio financial covenant with the amended and restated revolving credit agreement.

During the quarter ended October 28, 2023, we repaid in full the 3-Year Tranche Loan, due on April 19, 2024 (“2024 Term Loan”), which had a remaining principal of $735.0 million.

For the three and nine months ended October 28, 2023, we repaid $21.9 million and $65.6 million of the principal outstanding of the 5-Year Tranche Loan (“2026 Term Loan”). As of October 28, 2023, we had $721.9 million borrowings outstanding under the 2026 Term Loan.

In December 2020, we also executed a debt agreement to obtain a $750.0 million revolving credit facility. On April 14, 2023, we entered into an agreement to amend and restate the credit facility to increase the borrowing capacity to $1.0 billion (as so amended and restated, the “2023 Revolving Credit Facility”). The 2023 Revolving Credit Facility has a 5-year term and a stated floating interest rate which equates to an adjusted term SOFR plus an applicable margin. During the quarter ended April 29, 2023, we drew down $200.0 million on the 2023 Revolving Credit Facility. During the quarter ended October 28, 2023, we repaid the outstanding 2023 Revolving Credit Facility of $200.0 million. Further, we drew down an additional $50.0 million on the 2023 Revolving Credit Facility and repaid $50.0 million in the same quarter. As of October 28, 2023, the 2023 Revolving Credit Facility is undrawn and will be available for draw down through April 14, 2028.

During the quarter ended July 29, 2023, the MTI 2023 Notes and MTG 2023 Notes with aggregate principal of $500.0 million matured on June 22, 2023 and was repaid. As of October 28, 2023, we had $2.0 billion aggregate principal amount of the Senior Notes outstanding and $499.9 million aggregate principal amount of the MTG/MTI Senior Notes outstanding. The notes are registered under the Securities Act.

On September 18, 2023, we completed a debt offering and issued (i) $500.0 million of Senior Notes with a 5.5-year term due in 2029 and (ii) $500.0 million of Senior Note with a 10-year term due in 2033.

See “Note 4 – Debt” in the Notes to the Unaudited Condensed Consolidated Financial Statements for additional information.

We may elect to factor trade accounts receivable from time to time as part of our overall liquidity and working capital management strategy. During the three months ended October 28, 2023, we generated cash from operations from the sale of certain trade accounts receivable on a non-recourse basis to a third-party financial institution pursuant to a factoring arrangement. See “Note 11 - Supplemental Financial Information” in the Notes to the Unaudited Condensed Consolidated Financial Statements for additional information.

We believe that our existing cash, cash equivalents, together with cash generated from operations, and funds from our 2023 Revolving Credit Facility will be sufficient to cover our working capital needs, capital expenditures, investment requirements, any declared dividends, repurchases of our common stock and commitments (including those discussed in “Note 5 – Commitments and Contingencies” in the Notes to the Unaudited Condensed Consolidated Financial Statements) for at least the next twelve months. Our capital requirements will depend on many factors, including our rate of sales growth, market acceptance of our products, costs of securing access to adequate manufacturing capacity, the timing and extent of research and development projects and increases in operating expenses, all of which are subject to uncertainty.

To the extent that our existing cash and cash equivalents, together with cash generated by operations, and funds available under our 2023 Revolving Credit Facility are insufficient to fund our future activities, we may need to raise additional funds through public or private debt or equity financing. We may also acquire additional businesses, purchase assets or enter into other strategic arrangements in the future, which could also require us to seek debt or equity financing. Additional equity financing or convertible debt financing may be dilutive to our current stockholders. If we elect to raise additional funds, we may not be able to obtain such funds on a timely basis or on acceptable terms, if at all. In addition, the equity or debt securities that we issue may have rights, preferences or privileges senior to our common stock.

Future payment of a regular quarterly cash dividend on our common stock and our planned repurchases of common stock will be subject to, among other things, the best interests of the Company and our stockholders, our results of operations, cash balances and future cash requirements, financial condition, developments in ongoing litigation, statutory requirements under Delaware law, U.S. securities laws and regulations, market conditions and other factors that our Board of Directors may deem relevant. Our dividend payments and repurchases of common stock may change from time to time, and we cannot provide assurance that we will continue to declare dividends or repurchase stock at all or in any particular amounts.

Cash Flows from Operating Activities

Net cash provided by operating activities for the nine months ended October 28, 2023 was $823.9 million. We had a net loss of $540.7 million adjusted for the following non-cash items: amortization of acquired intangible assets of $811.6 million, stock-based compensation expense of $454.5 million, deferred income tax benefit of $283.7 million, depreciation and amortization of $226.0 million, restructuring related impairment charges of $32.2 million, and $39.9 million of net loss from other non-cash items. Cash inflow from working capital of $84.1 million for the nine months ended October 28, 2023 was primarily driven by decreases in inventory and prepaid expenses and other assets and increases in accrued liabilities and other non-current liabilities, partially offset by the decrease in accounts payable and the increase in accounts receivable. The decrease in inventory was as a result of managing down our inventory balance. The decrease in prepaid expenses and other assets was primarily driven by a decrease in prepaid ship and debits due to decreased inventory at distributors. The increase in accrued liabilities and other non-current liabilities was primarily driven by increases in settlement accruals and income tax payable. The decrease in accounts payable was primarily due to the timing of payments. The increase in accounts receivable was primarily due to increased sales partially offset by collections, which included factored receivables.

Net cash provided by operating activities for the nine months ended October 29, 2022 was $937.3 million. We had a net loss of $148.1 million adjusted for the following non-cash items: amortization of acquired intangible assets of $814.2 million, stock-based compensation expense of $421.7 million, depreciation and amortization of $227.0 million, deferred income tax expense of $53.6 million, amortization of inventory fair value adjustment associated with the Innovium acquisition of $26.0 million, restructuring related impairment charges of $4.9 million, and $53.6 million net loss from other non-cash items. Cash outflow from working capital of $515.6 million for the nine months ended October 29, 2022 was primarily driven by increases in accounts receivable, inventory, and prepaid expenses and other assets and a decrease in accounts payable, partially offset by increases in accrued liabilities and other non-current liabilities and accrued employee compensation. The increase in accounts receivable was primarily due to increased sales, as well as the timing of shipments due to ongoing supply chain challenges. The increase in inventory was to better support unfulfilled backlog, future customer demand and new product ramps. The increase in prepaid expenses and other assets was primarily due to prepayments on supply capacity reservation agreements. The decrease in accounts payable was primarily due to the timing of payments. The increase in accrued liabilities and other non-current liabilities was primarily due to an accrual related to a settlement of a contractual dispute and an increase in the ship and debit claim reserve due to price increases and stock replenishment. The increase in accrued employee compensation was due to increases in our bonus accrual and in employee contributions to the employee stock purchase plan.

Cash Flows from Investing Activities

For the nine months ended October 28, 2023, net cash used in investing activities of $274.3 million was primarily driven by purchases of property and equipment of $265.3 million, net cash paid for business acquisitions of $5.5 million and purchases of technology licenses of $3.3 million.

For the nine months ended October 29, 2022, net cash used in investing activities of $264.2 million was primarily driven by purchases of property and equipment of $152.2 million, net cash paid for business acquisitions of $103.0 million and purchases of technology licenses of $9.1 million.

Cash Flows from Financing Activities

For the nine months ended October 28, 2023, net cash used in financing activities of $735.0 million was primarily attributable to $1.6 billion repayment of debt, $168.7 million for tax withholding payments on behalf of employees for net share settlements, $154.9 million for payment of our quarterly dividends, and $110.2 million payments on technology license obligations, partially offset by $1.3 billion net proceeds from the issuance of the 2029 and 2033 bonds and from the 2023 Revolving Credit Facility and $61.1 million in proceeds from our employee stock plans.

For the nine months ended October 29, 2022, net cash used in financing activities of $563.2 million was primarily attributable to $243.8 million for repayment of debt, $201.2 million for tax withholding payments on behalf of employees for net share settlements, $153.1 million for the payment of our quarterly dividends, $115.0 million for repurchases of common stock and $103.6 million for payments for technology license obligations, partially offset by a $200.0 million drawdown from our 2020 Revolving Credit Facility and $52.5 million in proceeds from our employee stock plans.

Capital Resources and Material Cash Requirements

A summary of our capital resources and material cash requirements is presented in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended January 28, 2023. We also discuss updates of our significant commitments in “Note 5 – Commitments and Contingencies” in the Notes to the Unaudited Condensed Consolidated Financial Statements. Other than as described above, there were no material changes to our capital resources and material cash requirements during the nine months ended October 28, 2023.

Indemnification Obligations

See “Note 5 – Commitments and Contingencies” in the Notes to the Unaudited Condensed Consolidated Financial Statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Interest Rate Risk. 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 2026 Term Loan. See “Note 4 – Debt” in the Notes to the Unaudited Condensed Consolidated Financial Statements for further information. A hypothetical increase or decrease in the interest rate by 1 percentage point could result in an increase or decrease in annual interest expense by approximately $6.9 million.

We maintain an investment policy that requires minimum credit ratings, diversification of credit risk and limits the long-term interest rate risk by requiring effective maturities of generally less than five years. We 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. These investments are recorded on our unaudited condensed consolidated balance sheets at fair market value with their related unrealized gain or loss reflected as a component of accumulated other comprehensive income (loss) in the unaudited condensed consolidated statement of stockholders’ equity. Investments in both fixed rate and floating rate interest earning securities carry a degree of interest rate risk. Fixed rate securities may have their fair market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than predicted if interest rates fall. There were no such investments on hand at October 28, 2023, aside from cash and cash equivalents.

Foreign Currency Exchange Risk. All of our sales and the majority of our expenses are denominated in U.S. dollars. Since we operate in many countries, a percentage of our international operational expenses are denominated in foreign currencies and exchange volatility could positively or negatively impact those operating costs. Increases in the value of the U.S. dollar relative to other currencies could make our products more expensive, which could negatively impact our ability to compete. Conversely, decreases in the value of the U.S. dollar relative to other currencies could result in our suppliers raising their prices to continue doing business with us. Additionally, we may hold certain assets and liabilities, including potential tax liabilities, in local currency on our consolidated balance sheet. These tax liabilities would be settled in local currency. Therefore, foreign exchange gains and losses from remeasuring the tax liabilities are recorded to interest and other income, net. We do not believe that foreign exchange volatility has a material impact on our current business or results of operations. However, fluctuations in currency exchange rates could have a greater effect on our business or results of operations in the future to the extent our expenses increasingly become denominated in foreign currencies.

We may enter into foreign currency forward and option contracts with financial institutions to protect against foreign exchange risks associated with certain existing assets and liabilities, certain firmly committed transactions, forecasted future cash flows and net investments in foreign subsidiaries. However, we may choose not to hedge certain foreign exchange exposures for a variety of reasons, including, but not limited to, accounting considerations and the prohibitive economic cost of hedging particular exposures.

To provide an assessment of the foreign currency exchange risk associated with our foreign currency exposures within operating expense, we performed a sensitivity analysis to determine the impact that an adverse change in exchange rates would have on our financial statements. If the U.S. dollar weakened by 10%, our operating expense could increase by approximately 2%.

Management’s Evaluation of Disclosure Controls and Procedures

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). Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of October 28, 2023.

Changes in Internal Control Over Financial Reporting

No changes in the 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 October 28, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Inherent Limitation on Effectiveness of Controls

Our management, including our principal executive officer and our principal financial officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The information under the caption “Contingencies and Legal Proceedings” as set forth in “Note 5 – Commitments and Contingencies” of our Notes to Unaudited Condensed Consolidated Financial Statements, included in Part I, Item 1, is incorporated herein by reference. For additional discussion of certain risks associated with legal proceedings, see Part II, Item 1A, “Risk Factors,” immediately below.

Investing in our common stock involves a high degree of risk. You should carefully consider the material risks and uncertainties described below and all information contained in this report before you decide to purchase our common stock. Many of these risks and uncertainties are beyond our control, including business cycles and seasonal trends of the computing, infrastructure, semiconductor and related industries and end markets. A manifestation of any of the following risks and uncertainties could, in circumstances we may or may not be able to accurately predict, render us unable to conduct our business as currently planned and materially and adversely affect our reputation, business, prospects, financial condition, cash flows, liquidity and operating results. In addition, the trading price of our common stock could decline due to the occurrence of any of these risks, and you could lose all or part of your investment. It is not possible to predict or identify all such risks and uncertainties; our operations could also be affected by risks or uncertainties that are not presently known to us or that we currently do not consider to present significant risks to our operations. Therefore, you should not consider the following discussion to be a complete statement of all the potential risks or uncertainties that we face.

SUMMARY OF FACTORS THAT MAY AFFECT OUR FUTURE RESULTS

The following summarizes the principal factors that make an investment in the Company speculative or risky. This summary should be read in conjunction with the remainder of this “Risk Factors” section and should not be relied upon as an exhaustive summary of the material risks facing our business. The occurrence of any of these risks could harm our business, financial condition, results of operations and/or growth prospects or cause our actual results to differ materially from those contained in forward-looking statements we have made in this report and those we may make from time to time. You should consider all of the risk factors described in our public filings when evaluating our business.

• risks related to changes in general macroeconomic conditions such as economic slowdowns, inflation, stagflation, rising interest rates, financial institution instability and recessions or political conditions, such as the tariffs and trade restrictions with 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 industry and the U.S. National Science and Technology Council’s designation of semiconductors as a critical and emerging technology;

• risks related to cancellations, rescheduling or deferrals of significant customer orders or shipments, as well as the ability of our customers to manage inventory;

• risks related to our ability to scale our business;

• risks related to our debt obligations;

• risks related to the ability of our customers, particularly in jurisdictions such as China that may be subject to trade restrictions (including the need to obtain export licenses) to develop their own solutions or acquire fully developed solutions from third-parties;

• risks related to our ability to design, develop and introduce new and enhanced products, in particular in the 5G and Cloud markets, as well as for Artificial Intelligence (AI) solutions, in a timely and effective manner, as well as our ability to anticipate and adapt to changes in technology;

• risks related to our ability to successfully integrate and to realize anticipated benefits or synergies, on a timely basis or at all, in connection with our past, current, or any future acquisitions, divestitures, significant investments or strategic transactions;

• risks related to the highly competitive nature of the end markets we serve, particularly within the semiconductor and infrastructure industries;

• risks related to our dependence on a few customers for a significant portion of our 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 execute on changes in strategy and realize the expected benefits from restructuring activities;

• risks related to our ability to maintain a competitive cost structure for our manufacturing, assembly, testing and packaging processes and our reliance on third parties to produce our products;

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

• risks related to our ability to attract, retain and motivate a highly skilled workforce, especially engineering, managerial, sales and marketing personnel;

• risks related to any current and future litigation, regulatory 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 gain or loss of a design win or key customer;

*•*risks related to seasonality or volatility related to sales into the infrastructure, semiconductor and related industries and end markets;

• risks related to failures to qualify our products or our suppliers’ manufacturing lines;

• risks related to failures to protect our intellectual property, particularly outside the United States;

• risks related to the potential impact of significant events or natural disasters or the effects of climate change (such as drought, flooding, wildfires, increased storm severity, sea level 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 manufacturing partners or suppliers operate, such as Taiwan and elsewhere in the Pacific Rim;

• risks related to our Environmental, Social and Governance (ESG) programs;

• risks related to the impact of the COVID-19 pandemic or other future pandemics, on the global economy and on our customers, suppliers, employees and business; and

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

Our quarterly results of operations have fluctuated in the past and could do so in the future. Because our results of operations are difficult to predict, you should not rely on quarterly comparisons of our results of operations as an indication of our future performance. Due to fluctuations in our quarterly results of operations and other factors, the price at which our common stock will trade is likely to continue to be highly volatile. Accordingly, you may not be able to resell your common stock at or above the price you paid. In future periods, our stock price could decline if, among other factors, our revenue or operating results are below our estimates or the estimates or expectations of securities analysts and investors. Our stock is traded on the Nasdaq Global Select Market under the ticker symbol “MRVL”. As a result of stock price volatility, we may be subject to securities class action litigation. Any litigation could result in substantial costs and a diversion of management’s attention and resources that are needed to successfully maintain and grow our business.

CHANGES IN PRODUCT DEMAND CAN ADVERSELY AFFECT OUR FINANCIAL RESULTS

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

Customer demand for our products may be impacted by weak

Showing the first 8K of 138K characters. Open the full section

(c) During the quarter ended October 28, 2023, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading or similar arrangements as defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits
Exhibit No.						Item						Form						File Number						Incorporated by Reference from Exhibit Number						Filed with SEC
2.1**						Agreement and Plan of Merger and Reorganization, dated as of October 29, 2020, by and among Marvell Technology Group Ltd., Inphi Corporation, Maui HoldCo, Inc., Maui Acquisition Company Ltd and Indigo Acquisition Corp.						8-K						000-30877						2.1						10/30/2020
2.2						Agreement and Plan of Merger by and among the Company, Kauai Acquisition Corp., and Cavium, Inc. dated as of November 19, 2017						8-K						000-30877						2.1						11/20/2017
2.3						Asset Purchase Agreement between Marvell and NXP dated May 29, 2019						10-Q						000-30877						2.1						9/4/2019
3.1						Second Amended and Restated Certificate of Incorporation of Marvell Technology, Inc.						8-K						001-40357						3.1						3/15/2023
3.2						Amended and Restated Bylaws of Marvell Technology, Inc.						8-K						001-40357						3.2						4/20/2021
4.1						Base Indenture, dated as of April 12, 2021, between Marvell Technology, Inc. and U.S. Bank National Association, as trustee						8-K						000-30877						4.1						4/12/2021
4.2						First Supplemental Indenture, dated as of April 12, 2021, by and among Marvell Technology, Inc., Marvell Technology Group Ltd. and U.S. Bank National Association, as trustee						8-K						000-30877						4.2						4/12/2021
4.3						Form of $500,000,000 1.650% Senior Notes due 2026 (included as Exhibit A to Exhibit 4.2)						8-K						000-30877						4.3						4/12/2021
4.5						Form of $750,000,000 2.450% Senior Notes due 2028 (included as Exhibit B to Exhibit 4.2)						8-K						000-30877						4.4						4/12/2021
4.6						Form of $750,000,000 2.950% Senior Notes due 2031 (included as Exhibit C to Exhibit 4.2)						8-K						000-30877						4.5						4/12/2021
4.7						Second Supplemental Indenture, dated as of May 4, 2021, between Marvell Technology, Inc. and U.S. Bank National Association, as trustee						8-K						001-40357						4.2						5/4/2021
4.8						Form of $433,817,000 4.200% Senior Notes due 2023 (included as Exhibit A to Exhibit 4.2)						8-K						001-40357						4.3						5/4/2021
4.9						Form of $479,394,000 4.875% Senior Notes due 2028 (included as Exhibit B to Exhibit 4.2)						8-K						001-40357						4.4						5/4/2021
4.10						Third Supplemental Indenture, dated as of September 18, 2023, between Marvell Technology, Inc. and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association), as trustee						8-K						001-40357						4.1						9/18/2023
4.11						Form of Global Note for the 5.750% Senior Notes due 2029 (included as Exhibit A to Exhibit 4.1)						8-K						001-40357						4.2						9/18/2023
4.12						Form of Global Note for the 5.950% Senior Notes due 2033 (included as Exhibit B to Exhibit 4.1)						8-K						001-40357						4.3						9/18/2023

4.13						Base Indenture, dated as of June 22, 2018, by and between Marvell Technology Group Ltd. and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee.						8-K						000-30877						4.1						6/22/2018
4.14						First Supplemental Indenture, dated as of June 22, 2018, by and between Marvell Technology Group Ltd. and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee						8-K						000-30877						4.2						6/22/2018
4.15						Second Supplemental Indenture, dated as of April 15, 2021, by and between Marvell Technology Group Ltd. and U.S. Bank National Association						8-K						000-30877						4.1						4/19/2021
4.16						The description of the Registrant’s Common Stock, par value $0.002 per share, contained in the Registrant’s Registration Statement on Form S-4 initially filed with the Commission on December 22, 2020, as amended						10-K						001-40357						4.12						3/9/2023
10.1						Form of Indemnification Agreement						8-K						001-40357						10.1						4/20/2021
10.2**						Credit Agreement, dated as of December 7, 2020, among Marvell Technology Group Ltd., Maui HoldCo, Inc., the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent						8-K						000-30877						10.1						12/8/2020
10.3.1						First Amendment to Credit Agreement, dated as of April 14, 2023, is made between, among others, Marvell Technology, Inc., a Delaware corporation , the LENDERS party hereto and JPMorgan Chase Bank, N.A., as the Administrative Agent						8-K						001-40357						10.2						4/17/2023
10.3.2						Second Amendment To Credit Agreement dated as of October 23, 2023, between, among others, Marvell Technology, Inc., a Delaware corporation, the Lenders party hereto and JPMorgan Chase Bank, N.A., as the Administrative Agent under the Credit Agreement.																								Filed herewith
10.4.1**						Amended and Restated Revolving Credit Agreement dated as of April 14, 2023, among Marvell Technology, Inc.., a Delaware corporation, the Lenders party hereto and Bank of America, N.A., as the Administrative Agent.						8-K						001-40357						10.1						4/17/2023
10.4.2						First Amendment To Credit Agreement dated as of October 23, 2023, is made between, among others, Marvell Technology, Inc., a Delaware corporation (The “Borrower”), the lenders party hereto and Bank of America, N.A., as the Administrative Agent Under The Credit Agreement																								Filed herewith
10.5						Form of Exchange Agreement						8-K						001-40357						10.1						4/21/2021
10.6						Registration Rights Agreement, dated as of April 12, 2021, by and among Marvell Technology, Inc., Marvell Technology Group Ltd. and J.P. Morgan Securities, LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the initial purchasers of the Notes						8-K						000-30877						10.1						4/12/2021
10.7#						Marvell Technology Group Ltd. Amended and Restated 1995 Stock Option Plan (now named the Marvell Technology, Inc. Amended and Restated 1995 Stock Option Plan) (as amended and restated as of April 2, 2021)						S-8						333-255384						4.1						4/20/2021

10.7.1#						Form of Stock Option Agreement and Notice of Grant of Stock Options and Option Agreement for use with 1995 Stock Option Plan (for options granted after September 20, 2013)						8-K						000-30877						10.2						9/26/2013
10.7.2#						Form of Performance Award Agreement and Notice of Grant of Performance Award and Award Agreement for use with the Amended and Restated 1995 Stock Option Plan						10-Q						000-30877						10.2						6/5/2014
10.7.3#						Form of Deferral Feature Stock Unit Agreement with Stock Unit Election Form for use with the Amended and Restated 1995 Stock Option Plan						10-K						000-30877						10.3.11						3/29/2018
10.7.4#						Form of Relative TSR RSU Grant Notice						10-Q						000-30877						10.3						6/6/2019
10.7.5#						Form of Value Creation Performance Based Restricted Stock Unit Grant Notice						10-Q						000-30877						10.1						6/6/2019
10.7.6#						Amended and restated form of stock unit agreement under the 1995 Stock Option Plan as amended June 2021						10-Q						001-40357						10.21						8/27/2021
10.7.7#						Form of Relative TSR RSU Grant Notice as amended March 2022						10-Q						001-40357						10.7.7#						5/27/2022
10.7.8#						Form of Relative TSR and EPS RSU Grant Notice						10-Q						001-40357						10.7.8#						5/27/2022
10.7.9#						Form of Relative TSR and EPS RSU Grant Notice December 2022						10-K						001-40357						10.7.9						3/9/2023
10.7.10#						Form of Relative TSR and EPS RSU Grant Notice April 2023						10-Q						001-40357						10.7.10						5/26/2023
10.7.11# **						Special Equity Grant Agreement as approved March 2023						10-Q						001-40357						10.7.11						5/26/2023
10.8#						Amended and Restated Marvell Technology, Inc. 2000 Employee Stock Purchase Plan (as approved by stockholders on June 23, 2022)						10-K						001-40357						10.8.1						3/9/2023
10.8.1#						Amended and restated form of subscription agreement under the 2000 ESPP as amended June 2021						10-Q						001-40357						10.22						8/27/2021
10.9#						Offer Letter between the Marvell and Matthew J. Murphy and form of Severance Agreement attached thereto as Appendix B						8-K						000-30877						10.1						6/20/2016
10.9.1#						Severance Agreement with Matt Murphy as amended March 2023						10-Q						001-40357						10.9.1						5/26/2023
10.10#						Cavium, Inc. 2016 Equity Incentive Plan (including forms of grant notice and agreements)						10-Q						000-30877						10.1						12/4/2019
10.11#						Cavium, Inc. 2007 Equity Incentive Plan (including forms of grant notice and agreements)						10-Q						000-30877						10.2						12/4/2019
10.12#						QLogic Corporation 2005 Performance Incentive Plan (including forms of grant notice and agreements)						10-Q						000-30877						10.3						12/4/2019
10.13#						Aquantia Corp. 2017 Equity Incentive Plan (including forms of grant notice and agreements)						10-Q						000-30877						10.6						12/4/2019
10.14#						Aquantia Corp. 2015 Equity Incentive Plan (including forms of grant notice and agreements)						10-Q						000-30877						10.5						12/4/2019

10.15#						Aquantia Corp. 2004 Equity Incentive Plan (including forms of grant notice and agreements)						10-Q						000-30877						10.4						12/4/2019
10.16#						Inphi Corporation Amended and Restated 2010 Stock Incentive Plan, as amended and restated on April 14, 2020						S-8						333-255384						4.10						4/20/2021
10.17#						Offer letter with Loi Nguyen						10-Q						001-40357						10.17						6/9/2021
10.18#						Offer letter with Chris Koopmans						10-Q						000-30877						10.4						9/8/2016
10.19#						Fiscal 2024 Named Executive Officer Compensation						10-Q						001-40357						10.19						5/26/2023
10.21#						Marvell Technology Inc. Change in Control Severance Plan and Summary Plan Description as amended and restated June 2023						10-Q						001-40357						10.21						8/25/2023
10.22						Warrant to Purchase Common Shares of Marvell dated June 5, 2019						8-K						000-30877						99.1						6/5/2019
10.23#						Offer Letter between Marvell and Mitchell Gaynor						10-Q						000-30877						10.3						9/8/2016
10.24#						Severance Agreement between the Company and Mitchell Gaynor						10-K						000-30877						10.23						3/28/2017
10.25#						Promotion to CFO Letter for Willem Meintjes						10-K						001-40357						10.29						3/9/2023
10.26#						Offer Letter between Marvell and Raghib Hussain						10-Q						000-30877						10.3						9/12/2018
10.27#						Offer Letter for Dean Jarnac and promotion summary of terms						10-Q						000-30877						10.9						12/4/2019
10.28#						Innovium, Inc. Amended 2015 Stock Option and Grant Plan (including forms of grant notice and agreements)						S-8						333-260060						4.1						10/5/2021
10.29						Registration Rights Agreement, dated as of May 4, 2021, by and between Marvell Technology, Inc. and J.P. Morgan Securities LLC						S-4						333-260832						4.6						11/5/2021
10.30						Underwriting Agreement, dated September 11, 2023, among Marvell Technology, Inc. and J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein						8-K						001-40357						1.1						9/18/2023
31.1						Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer																								Filed herewith
31.2						Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial Officer																								Filed herewith
32.1*						Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Principal Executive Officer																								Filed herewith
32.2*						Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Principal Financial Officer																								Filed herewith
101.INS						Inline XBRL Instance Document																								Filed herewith
101.SCH						Inline XBRL Taxonomy Extension Schema Document																								Filed herewith
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document																								Filed herewith

101.DEF						Inline XBRL Taxonomy Extension Definition Document																								Filed herewith
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document																								Filed herewith
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document																								Filed herewith
104						The cover page for this Form 10-Q, formatted in Inline XBRL (included in Exhibit 101)																								Filed herewith

#			Management contracts or compensation plans or arrangements with, or in which, directors or executive officers are eligible to participate.
*			The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
**			Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			MARVELL TECHNOLOGY, INC.
Date: December 1, 2023			By:			/S/ WILLEM MEINTJES
						Willem Meintjes
						Chief Financial Officer
						(Principal Financial Officer)