Marvell Technology MRVL · USD

Segment and Geographic Information The Company operates in one reportable segment — the design, development and sale of integrated circuits. The chief executive officer was identified as the chief operating decision maker (“CODM”). Based on his direct involvement with the Company’s operations and product development, the CODM is ultimately responsible for and actively involved in the allocation of resources and the assessment of the Company’s performance using consolidated net income (loss) reported on the consolidated statements of operations. The Company’s organizational structure is based along functional lines, with each of the functional department heads, as well as shared resources, reporting directly to the CODM or to a direct report of the CODM. The Company uses a highly-integrated approach in developing its products in that discrete technologies developed by the Company are frequently integrated across many of its products, and substantially all of the Company’s integrated circuits are manufactured under similar manufacturing processes. Accordingly, the Company operates under a single operating segment. The following table presents a summary of consolidated net loss inclusive of significant segment expenses and other expense information provided to the CODM (in millions): Year Ended February 1, February 3, January 28, Net revenue $ 5,767.3 $ 5,507.7 $ 5,919.6 Less: Product costs (a) 2,246.7 2,136.8 2,102.2 Employee compensation and related in operating expenses 1,319.9 1,276.1 1,274.2 Amortization of acquired intangible assets 1,052.6 1,097.9 1,087.4 Restructuring related charges (b) 711.8 131.1 21.6 Stock-based compensation 597.4 609.8 552.4 Engineering design related costs 219.1 180.4 138.2 Interest expense 189.4 211.7 170.6 Provision (benefit) for income taxes (9.7) 174.7 248.6 Other segment expenses (c) 325.1 622.6 487.9 Net loss $ (885.0) $ (933.4) $ (163.5) (a) Includes material, labor and other product related costs, excluding the other categories above. (b) Restructuring related charges of $357.9 million are included in cost of goods sold and $353.9 million are included in operating expenses for the year ended February 1, 2025 in the accompanying consolidated statements of operations. (c) Includes depreciation and amortization expenses, facilities expenses, legal expenses, interest income and other income and expenses.

Revenue Disaggregation of Revenue The majority of the Company’s revenue is generated from sales of the Company’s products. The following table summarizes net revenue disaggregated by end market (in millions, except percentages): Year Ended February 1, 2025 % of Total Year Ended February 3, 2024 % of Total Year Ended January 28, 2023 % of Total Net revenue by end market: Data center $ 4,164.2 72 % $ 2,216.7 40 % $ 2,408.8 41 % Enterprise networking 626.4 11 % 1,228.4 22 % 1,369.2 23 % Carrier infrastructure 338.2 6 % 1,051.9 19 % 1,084.0 18 % Consumer 316.1 5 % 622.4 11 % 701.1 12 % Automotive/industrial 322.4 6 % 388.3 8 % 356.5 6 % $ 5,767.3 $ 5,507.7 $ 5,919.6 The following table summarizes net revenue disaggregated by primary geographical market based on destination of shipment (in millions, except percentages): Year Ended % of Total Year Ended February 3, 2024 % of Total Year Ended January 28, 2023 % of Total Net revenue based on destination of shipment: China $ 2,507.6 43 % $ 2,371.0 43 % $ 2,486.3 42 % United States 956.9 17 % 795.6 14 % 690.1 12 % Taiwan 560.7 10 % 161.9 3 % 289.0 5 % Singapore 452.2 8 % 336.2 6 % 331.7 6 % Thailand 304.4 5 % 329.2 6 % 391.9 7 % Japan 166.2 3 % 169.1 3 % 260.0 4 % Malaysia 143.1 2 % 222.6 4 % 393.2 7 % Finland 112.9 2 % 380.4 7 % 189.6 3 % Other 563.3 10 % 741.7 14 % 887.8 14 % $ 5,767.3 $ 5,507.7 $ 5,919.6 These destinations of shipment are not necessarily indicative of the geographic location of the Company’s end customers or the country in which the Company’s end customers sell devices containing the Company’s products. For example, a substantial majority of the shipments made to China relate to sales to non-China based customers that have factories or contract manufacturing operations located within China. The following table summarizes net revenue disaggregated by customer type (in millions, except percentages): Year Ended % of Total Year Ended February 3, 2024 % of Total Year Ended January 28, 2023 % of Total Net revenue by customer type: Direct customers $ 3,309.9 57 % $ 3,469.5 63 % $ 3,949.6 67 % Distributors 2,457.4 43 % 2,038.2 37 % 1,970.0 33 % $ 5,767.3 $ 5,507.7 $ 5,919.6 Contract Liabilities Contract liabilities consist of the Company’s obligation to transfer goods or services to a customer for which the Company has received consideration or the amount is due from the customer. Contract liability balances are comprised of deferred revenue.

Commitments and Contingencies Warranty Obligations The Company generally warrants that its products sold to its customers will conform to its approved specifications and be free from defects in material and workmanship under normal use and conditions for one year. The Company may offer a longer warranty period in limited situations based on product type and negotiated warranty terms with certain customers. Commitments The Company’s commitments primarily consist of wafer purchase obligations with foundry partners, supply capacity reservation payment commitments with foundries and test and assembly partners, technology license fee obligations, and minimum purchase commitments under technology service agreements. Total future unconditional purchase commitments as of February 1, 2025, are as follows (in millions): Fiscal Year Purchase Commitments to Foundries and Test and Assembly Partners Technology Services and License Fees 2026 $ 1,021.9 $ 192.5 2027 156.0 155.1 2028 105.3 163.5 2029 106.5 121.3 2030 66.3 111.7 Thereafter 182.4 77.3 Total unconditional purchase commitments $ 1,638.4 $ 821.4 Technology license fees include the liabilities under agreements for technology licenses between the Company and various vendors. Under the Company’s manufacturing relationships with its foundry partners, cancellation of outstanding purchase orders is allowed but requires payment of all costs and expenses incurred through the date of cancellation, and in some cases, may result in incremental fees, loss of amounts paid in advance, or loss of priority to reserved capacity for a period of time. The Company entered into manufacturing supply capacity reservation agreements with foundries and test & assembly suppliers during the current and prior fiscal years. Under these arrangements, the Company agreed to pay capacity fees or refundable deposits to the suppliers in exchange for reserved manufacturing production capacity over the term of the agreements, which ranges from 4 to 10 years. In addition, the Company committed to certain purchase levels that were in line with the capacity reserved. During the first and second quarters of fiscal 2025, the Company worked with its foundry and test and assembly suppliers to amend certain manufacturing supply capacity reservation agreements, which resulted in reducing the Company’s related purchase level commitments. The Company currently estimates that it has agreed to purchase level commitments of at least $544.

Debt Summary of Borrowings and Outstanding Debt The following table summarizes the Company’s outstanding debt at February 1, 2025 and February 3, 2024 (in millions): February 1, February 3, Face Value Outstanding: 2026 Term Loan - 5-Year Tranche $ 590.6 $ 700.0 Term Loan Total 590.6 700.0 4.875% MTG/MTI 2028 Senior Notes 499.9 499.9 1.650% 2026 Senior Notes 500.0 500.0 2.450% 2028 Senior Notes 750.0 750.0 5.750% 2029 Senior Notes 500.0 500.0 2.950% 2031 Senior Notes 750.0 750.0 5.950% 2033 Senior Notes 500.0 500.0 Senior Notes Total 3,499.9 3,499.9 Total borrowings $ 4,090.5 $ 4,199.9 Less: Unamortized debt discount and issuance cost (26.7) (34.0) Net carrying amount of debt $ 4,063.8 $ 4,165.9 Less: Current portion (1) 129.5 107.3 Non-current portion $ 3,934.3 $ 4,058.6 (1) As of February 1, 2025, the current portion of outstanding debt that is due within twelve months includes a portion of the 2026 Term Loan - 5-Year Tranche. The weighted-average interest rate on short-term debt outstanding at February 1, 2025 and February 3, 2024 was 5.785% and 6.830%, respectively. 2024 and 2026 Term Loans On December 7, 2020, the Company entered into a term loan credit agreement with a lending syndicate led by JP Morgan Chase Bank, N.A (the “2024 and 2026 Term Loan Agreement”) in order to finance the acquisition of Inphi Corporation (“Inphi”). The 2024 and 2026 Term Loan Agreement provides for borrowings of $1.8 billion consisting of: (i) $875.0 million loan with a 3-year term from the funding date (the “3-Year Tranche Loan”) and (ii) $875.0 million loan with a 5-year term from the funding date (the “5-Year Tranche Loan” and, together with the 3-Year Tranche Loan, the “2024 and 2026 Term Loans”). On April 14, 2023, the Company entered into an amendment to the 2024 and 2026 Term Loan Agreement. The amendment modifies the existing agreement to, among other things, adopt Secured Overnight Financing Rate (“SOFR”) interest rates and conform the maximum leverage ratio financial covenant with the amended and restated revolving credit agreement. The 3-Year Tranche Loan, due on April 19, 2024, which had a remaining principal of $735.0 million, was repaid in full during the quarter ended October 28, 2023. Pursuant to the amended 2024 and 2026 Term Loan Agreement, the 5-Year Tranche Loan has a stated floating interest rate which equates to adjusted term SOFR + 137.5 bps. The effective interest rate for the 5-Year Tranche Loan was 4.912% as of February 1, 2025.

Income Taxes The U.S. and non-U.S. components of income (loss) from continuing operations before income taxes consist of the following (in millions): Year Ended February 1, February 3, January 28, U.S. operations $ (402.2) $ (383.3) $ (452.7) Non-U.S. operations (492.5) (375.4) 537.8 Income (loss) before income taxes $ (894.7) $ (758.7) $ 85.1 The provision (benefit) for income taxes consists of the following (in millions): Year Ended February 1, February 3, January 28, Current income tax provision (benefit): Federal $ 30.9 $ (1.0) $ 57.8 State 0.5 (2.1) 3.3 Foreign 70.8 27.0 137.1 Total current income tax provision 102.2 23.9 198.2 Deferred income tax provision (benefit): Federal (34.5) 186.9 (118.8) State (2.4) 4.7 (17.5) Foreign (75.0) (40.8) 186.7 Total deferred income tax provision (benefit) (111.9) 150.8 50.4 Total provision (benefit) for income taxes $ (9.7) $ 174.7 $ 248.6 The income tax expense (benefit) differs from the amount computed by applying the U.S. federal statutory rate of 21% to income (loss) before income taxes as follows (in millions): Year Ended February 1, February 3, January 28, Provision (benefit) at U.S. statutory rate $ (187.9) $ (159.3) $ 17.9 State taxes, net of federal benefit (2.0) 2.5 (13.8) Difference in U.S. and non-U.S. tax rates 98.2 69.5 (16.0) Foreign income inclusion in U.S. 159.7 220.0 194.4 Change in federal valuation allowance 36.9 92.4 (73.8) Federal research and development credits (102.8) (88.0) (96.1) Stock-based compensation (36.1) (0.5) (2.0) Non-deductible compensation 17.1 15.8 15.1 Intellectual property transaction — 15.3 — Uncertain tax positions 2.7 1.0 (16.5) Federal tax attribute expiration — — 5.8 Singapore incentive rate extension — — 213.6 Transaction costs — — 0.4 Israel income tax recapture — — 18.3 Other 4.5 6.0 1.3 Total provision (benefit) for income taxes $ (9.7) $ 174.7 $ 248.6 The income tax benefit for fiscal 2025 differs from the U.S. federal statutory rate of 21% as a result of foreign income inclusions in the U.S., a portion of the Company’s earnings or losses being taxed or benefited at rates lower than the U.S. statutory rate, research and development credit generation, and deductions related to stock compensation. The income tax expense for fiscal 2024 differs from the U.S. federal statutory rate of 21% as a result of foreign income inclusions in the U.S., a portion of the Company’s earnings or losses being taxed or benefited at rates lower than the U.S.

Leases The Company’s leases primarily include facility leases and hosting/data center leases, which are all classified as operating leases. For hosting/data center leases, the Company elected the practical expedient to account for the lease and non-lease component as a single lease component. Lease expense and supplemental cash flow information are as follows (in millions): Year Ended February 1, February 3, January 28, Operating lease expense $ 58.2 $ 62.0 $ 49.6 Cash paid for amounts included in the measurement of operating lease liabilities $ 49.7 $ 53.5 $ 41.9 Right-of-use assets obtained in exchange for lease obligations $ 80.9 $ 34.1 $ 107.7 The effect of operating lease right-of-use asset amortization of $34.3 million, $37.2 million and $32.5 million is included in changes in Other expense, net in the cash provided by operating activities section on the consolidated statements of cash flows for the years ended February 1, 2025, February 3, 2024, and January 28, 2023, respectively. The aggregate future lease payments for operating leases as of February 1, 2025 are as follows (in millions): Fiscal Year Operating Leases Sublease Income 2026 $ 57.7 $ 5.7 2027 54.2 5.9 2028 46.3 4.1 2029 36.5 2.2 2030 35.3 2.3 Thereafter 98.4 1.8 Total lease payments 328.4 22.0 Less: imputed interest 49.1 Present value of lease liabilities $ 279.3 Average lease terms and discount rates were as follows: February 1, February 3, Weighted-average remaining lease term (years) 7.0 7.3 Weighted-average discount rate 4.6 % 4.

We recognize the importance of assessing, identifying, and managing risks associated with cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K, and have implemented processes for our systems taking guidance from recognized cybersecurity frameworks, such as U.S. National Institute of Standards and Technology (“NIST”) Cyber Security Framework (“CSF”) in an effort to mitigate risks. As part of these proactive measures, we maintain a Cybersecurity Incident Response and Escalation Process with defined roles, responsibilities, and reporting protocols that is periodically reviewed, tested, and updated. The Company has an Executive Cyber Response and Disclosure Committee (consisting of senior executives from the business, finance, operations and legal functions), which is responsible for determining what actions are necessary to respond to cybersecurity events, with input from the Chief Security Officer (“CSO”) and other subject matter experts directly participating in incident response efforts. Furthermore, we conduct an annual full board briefing on cybersecurity, ensuring that our Board of Directors is regularly informed of the evolving landscape of cybersecurity risks and mitigation strategies. Identifying and assessing cybersecurity risk is integrated into our overall risk management systems and processes. Additionally, on a quarterly basis, our Audit Committee receives reports from the Chief Information Officer, CSO, and other members of management. As part of its annual assessment, the Audit Committee evaluates significant risks related to our business including cybersecurity risks, and provides such information to our Board of Directors. Our Internal Audit team also reviews our cybersecurity governance and controls annually. Our cybersecurity risk management program encompasses periodic risk assessments, designed to help identify cybersecurity risks to our critical systems, information, services, and our broader enterprise IT environment. More specifically, an independent third-party performs a regular penetration test of our IT infrastructure. In addition to our penetration testing, an independent third-party security firm is engaged to perform additional security controls testing and provide an independent report to our executive team. This external assessment provides us and our Audit Committee with a comprehensive evaluation of our security posture.

Portions of Part III of this Form 10-K are incorporated by reference from the registrant’s definitive proxy statement for its 2025 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. Except with respect to information specifically incorporated by reference in this Form 10-K, the proxy statement is not deemed to be filed as part of this Form 10-K.