MRVLMarvell Technology

We note that the $119 million impairment represents 83% of the “Other” charges in the table on page 88 and a significant portion of total restructuring charges for Fiscal 2021. In this regard, please revise to separately present impairment charges in your tables that detail the components of the restructuring expenses. Refer to SAB Topic 5.P.4.

The Company acknowledges the Staff’s comment, and, in future filings, will provide added disclosure.

While we respectfully note that we had explained the impairment charges in detail directly below the table, under the Fiscal 2021 caption in our Annual Report on Form 10-K for the fiscal year ended

January 29, 2022, in the future if we incur significant impairment charges, we will present such impairment charges as separate line items in the table.

Rest of the answer

Below is an illustration of the proposed disclosure that the Company anticipates including in its next Annual Report on Form 10-K for the fiscal year ended January 28, 2023 with changes from our previous filing shown in bold text below. We have added three additional rows of sub-categories of impairment charges into the table below. Please note while reviewing the table below that we do not yet have final financial statements for the most recently completed fiscal year ended

January 28, 2023 and so have left that column blank at this time. In addition, the three new subcategories of impairment charges were not applicable in the fiscal year ended January 29, 2022.

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

Year Ended

January 28,

2023

January 29,

2022

January 30,

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In a related matter, your MD&A should be revised on page 48 to provide a robust discussion of the nature of your restructuring charges rather than just referencing the financial statement footnote.

The Company acknowledges the Staff’s comment, and we respectfully note that we had explained the restructuring charges in detail in “Note 10 – Restructuring” in the Notes in the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended January 29, 2022. We included the explanation in the Notes and not also in the MD&A in an effort to reduce duplicative disclosure; however, in the future if we incur significant restructuring charges, we will separately discuss such charges in the MD&A section.

Below is an illustration of the proposed disclosure that the

Rest of the answer

Company anticipates including in its next Annual Report on Form 10-K for the fiscal year ended January 28, 2023 with changes from our previous filing shown in bold text below. As noted above, we do not yet have final financial statements for the most recently completed fiscal year ended January 28, 2023 and so have left that column and related discussion blank at this time.

Restructuring Related Charges

(in millions)

Restructuring related charges

32.4

170.8

Fiscal 2023 vs Fiscal 2022: We recorded total restructuring related charges of $0.0 million in fiscal 2023 as we integrated the acquired businesses and continued to evaluate our existing operations to increase operational efficiency, decrease costs and improve profitability.

Fiscal 2022 vs Fiscal 2021: During the second quarter of fiscal 2021, we made changes to the scope of our server processor product line in response to changes in the associated market. We transitioned our product offering from standard server processors to the broad server market to focus only on customized server processors for a few targeted customers. This change in strategy required us to assess whether the carrying value of the associated assets would be recoverable. As a result of the assessment, we determined the carrying amount of certain impacted assets were not recoverable, which resulted in recognition of $119.0 million of restructuring related charges associated with the server processor product line during the second quarter of fiscal 2021. The charges included $50.3 million in impairment of acquired intangibles,

$36.0 million in impairment of purchased IP licenses and $32.7 million in equipment and inventory impairment and other related restructuring charges. The remaining restructuring charges of $61.4 million include approximately

$36.9 million in severance and related costs and $24.5 million in other costs. The severance costs primarily relate to the employee separation costs in connection with the acquisitions. The other costs primarily relate to the remaining payments under lease obligations upon vacating certain worldwide office locations, and ongoing operating expenses of vacated facilities. See “Note 10 – Restructuring” in the Notes to the Consolidated Financial Statements for further information.

Notes to Unaudited Condensed

Consolidated Financial Statements

Note 7. Goodwill and Acquired Intangible Assets, Net, page 20

We note that in the second quarter of fiscal 2023, you acquired IPR&D and hired staff to expand your engineering resources and this resulted in $20.1 million of IPR&D and $40 million of goodwill. As this appears to be an asset acquisition rather than a business combination, please clarify for us how this represents a business combination under ASC 805. Specifically refer to ASC 805-10-55-3A through 9.

Response: The Company acknowledges the Staff’s comment, and would like to clarify that the Company acquired two separate semiconductor design businesses in the second quarter of fiscal year 2023, primarily for the purpose of expanding our engineering resources and obtaining intellectual property (IP). These businesses were located in the U.S. and India and were acquired for aggregate purchase consideration of $60.1 million.

While these are individually and in the aggregate immaterial, the Company evaluated each of the transactions in accordance with ASC 805 Business Combinations to determine whether such transaction met the requirements to be accounted for as a business combination. ASC 805-10-25-1 provides that “an entity shall determine whether a transaction or other event is a business combination by applying the definition, which requires that the assets acquired and liabilities assumed constitute a “business”. If the assets acquired are not a business, the reporting entity shall account for the transaction or other event as an asset acquisition.”

ASC 805-10-55-5A provides that

“If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business.” When applying this standard, we evaluated the gross assets acquired from each transaction and determined that multiple identifiable assets were acquired, and that not substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets. For example, some of the assets acquired in each transaction included: acquired intangible assets, prepaid assets and deposits, property and equipment, facility lease related right-of-use assets, etc. as well as assembled workforce and assumed liabilities.

We then considered ASC 805-10-55-4 which provides that “A business consists of inputs and processes applied to those inputs that have the ability to create outputs. Although businesses usually have outputs, outputs are not required for an integrated set to qualify as a business.” ASC 805-10-55-5D further discusses transactions such as an early stage business that has not yet generated revenue output. If the business has an organized employee workforce with the necessary skills, knowledge, or experience that can develop or convert into revenue generating output such as developing IP into revenue generating output, then the business has the necessary inputs and substantive processes to create output.

“The three elements of a business are defined as follows:

a.

Input. Any economic resource that creates, or has the ability to create, outputs when one or more processes are applied to it. Examples include long-lived assets (including intangible assets or rights to use long-lived assets), intellectual property and the ability to obtain access to necessary materials or rights and employees.”

We acquired one privately held company and one business of another privately held company (collectively, the

“companies”), both of which design and develop IP. One of the companies develops Compute Express Link (CXL) based products, which enables increased memory bandwidth, capacity and utilization within and across servers. The second designs and develops certain controller products which will be developed in conjunction with the first company’s IP to expand CXL 2.0 to CXL 3.0 with differentiated features. Therefore, both companies satisfy the above requirements related to

Input.

b.

“Process. Any system, standard, protocol, convention, or rule that when applied to an input or inputs, creates or has the ability to contribute to the creation of outputs. Examples include strategic management processes, operational processes, and resource management processes. These processes typically are documented, but the intellectual capacity of an organized workforce having the necessary skills and experience following rules and conventions may provide the necessary processes that are capable of being applied to inputs to create outputs. Accounting, billing, payroll, and other administrative systems typically are not processes used to create outputs.”

The acquired companies each have established management and operational processes over their IP development activity, marketing processes, and resource management processes over their engineering workforce. Both transactions provide Marvell with technical staff acquired that are organized workforces with the necessary skills, knowledge and experience that can develop the acquired CXL IP and convert it to an output. Therefore, both companies satisfy the above requirements related to Process.

c.

“Output. The result of inputs and processes applied to those inputs that provide goods or services to customers, investment income (such as dividends or interest), or other revenues.”

While the acquired companies have not generated revenue to date, the results of the inputs and processes enables CXL technologies critical to relevant products to sell to customers and generate revenue and therefore both companies satisfy the above requirements whereby the inputs and processes can convert to output.

Based on the aforementioned analysis, the Company concluded that the transactions met the criteria under the framework guidance to be accounted for as business combinations in accordance with ASC 805.

In addition, we respectfully advise the Staff that these two transactions were not material to the Company’s consolidated financial statements. The transactions contributed nominal net assets to Marvell’s consolidated financial statements at close. As a result, we did not include expanded business combination disclosure in our Quarterly Report on Form 10-Q for the second fiscal quarter of fiscal year 2023. However, we note that because the transaction activity increased goodwill in the applicable period, we included additional explanatory disclosure in “Note 7 – Goodwill and Acquired Intangible Assets, Net” in the Notes to the Consolidated Financial Statements in our Quarterly Report on Form 10-Q for the second fiscal quarter of fiscal year 2023.

Exhibit 99.1 Earnings Release, page 9

4. We note you present several non-GAAP financial measures including, net income on a non-GAAP basis and net income per share on a non-GAAP basis, which include related income tax adjustments. It is not clear to us how you calculated the income tax adjustments related to these non-GAAP financial measures or how you determined the income tax adjustments comply with the response to Question 102.11 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. In this regard, we note your use of a 5 and 6% income tax rate related to the non-GAAP adjustments you recorded and, for the twelve months ended January 29, 2022 we note your effective income tax rate was about 12% on a GAAP basis and was much higher for the 2023 quarters. Please explain to us how you calculated the income tax adjustments related to these non-GAAP financial measures and how you determined the non-GAAP income tax adjustments are appropriate and comply with Question 102.11 or explain how you intend to revise your non-GAAP financial measures to comply with Question 102.11.

Response: We respectfully advise the Staff that our non-GAAP income tax expense (benefit) is computed inclusive of both current and deferred income taxes consistent with Question 102.11 for a performance measure. Our non-GAAP policy for income taxes, as disclosed in our filing, is as follows:

Marvell uses a non-GAAP tax rate to compute the non-GAAP tax provision. This non-GAAP tax rate is based on Marvell’s estimated annual GAAP income tax forecast, adjusted to account for items excluded from Marvell’s non-GAAP income, as well as the effects of significant non-recurring and period specific tax items which vary in size and frequency, and excludes tax deductions and benefits from acquired tax loss and credit carryforwards and changes in valuation allowance on acquired deferred tax assets. Marvell’s non-GAAP tax rate is determined on an annual basis and may be adjusted during the year to take into account events that may materially affect the non-GAAP tax rate such as tax law changes; acquisitions; significant changes in Marvell’s geographic mix of revenue and expenses; or changes to Marvell’s corporate structure.

Our non-GAAP tax rate is calculated by adjusting the GAAP income tax provision for the income tax effects of our non-GAAP pre-tax adjustments. Consistent with our non-GAAP income tax policy, our non-GAAP income taxes for the interim periods in fiscal year 2023 excluded the tax effects of non-recurring income tax items as were described in our Quarterly Reports on Form

10-Q. In the first quarter of our current fiscal year, $213.6 million of non-recurring income tax expense associated with the extension of a tax incentive in

Singapore was excluded from our non-GAAP income tax expense. Additionally, during the third quarter of our current fiscal year ended January 28, 2023, we excluded $22.4 million of non-recurring income tax expense associated with the claw back of incentive benefits that resulted from our election to avail ourselves of a preferential temporary tax provision in Israel.

As a result of both the tax effects of our non-GAAP pre-tax adjustments and the non-recurring tax items described above, our non-GAAP income tax rate was significantly lower than our GAAP income tax rate. On a prospective basis, for our future filings, we will provide an explanation of any material unusual or non-recurring items with respect to our non-GAAP income taxes.

5. We note that several of your non-GAAP performance measures adjust for the amortization of acquired intangible assets. Please revise to disclose the specific nature of the amortization that is being excluded from the measure, and that while the expense is excluded, the revenue of the acquired company is reflected in the measure and that those assets contribute to revenue generation.

Response: The Company acknowledges the Staff’s comment, and, in future filings, the Company plans to provide added disclosure related to the referenced non-GAAP measures with respect to adjustments for acquired intangible assets. We intend to include the following proposed additional disclosure under the caption “Discussion of Non-GAAP Financial Measures” in our Exhibit 99.1 Earnings Release to be included in Form

8-K for the fiscal year ended January 28, 2023.

Although Marvell excludes the amortization of all acquired intangible assets from these non-GAAP financial measures, management believes that it is important for investors to understand that such intangible assets were recorded as part of purchase price accounting arising from acquisitions, and that such amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized. Investors should note that the use of intangible assets contributed to Marvell’s revenues recognized during the periods presented and are expected to contribute to Marvell’s future period revenues as well.

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We note that in the second quarter of fiscal 2023, you acquired IPR&D and hired staff to expand your engineering resources and this resulted in $20.1 million of IPR&D and $40 million of goodwill. As this appears to be an asset acquisition rather than a business combination, please clarify for us how this represents a business combination under ASC 805. Specifically refer to ASC 805-10-55-3A through 9.

No numbered answer found in the reply. Read the reply ↗

We note you present several non-GAAP financial measures including, net income on a non-GAAP basis and net income per share on a non-GAAP basis, which include related income tax adjustments. It is not clear to us how you calculated the income tax adjustments related to these non-GAAP financial measures or how you determined the income tax adjustments comply with the response to Question 102.11 of the Compliance and

Rest of the question

Disclosure Interpretations on Non-GAAP Financial Measures. In this regard, we note your use of a 5 and 6% income tax rate related to the non-GAAP adjustments you recorded and, for the twelve months ended January 29, 2022 we note your effective income tax rate was about 12% on a GAAP basis and was much higher for the 2023 quarters. Please explain to us how you calculated the income tax adjustments related to these non-GAAP financial measures and how you determined the non-GAAP income tax adjustments are appropriate and comply with Question 102.11 or explain how you intend to revise your non-GAAP financial measures to comply with Question 102.11.

No numbered answer found in the reply. Read the reply ↗

We note that several of your non-GAAP performance measures adjust for the amortization of acquired intangible assets. Please revise to disclose the specific nature of the amortization that is being excluded from the measure, and that while the expense is excluded, the revenue of the acquired company is reflected in the measure and that those assets contribute to revenue generation.

No numbered answer found in the reply. Read the reply ↗

We note the use of defined terms such Inphi Acquisition Proposal and Inphi Acquisition Inquiry on pages 30-32, and the cross reference to other sections of the document. Please briefly explain in the Summary section the meaning of these terms. HoldCo may be unable to realize anticipated cost synergies, page 41

In response to the Staff’s comment, the Company has revised the disclosure on pages 30 to 33 of Amendment

No. 1.

Hogan Lovells US LLP is a limited liability partnership registered in the District of Columbia. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante Amsterdam Baltimore Beijing Birmingham Boston Brussels Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong

Houston Johannesburg London Los Angeles Luxembourg Madrid Mexico City Miami Milan

Rest of the answer

Minneapolis Monterrey Moscow Munich New York Northern Virginia Paris Perth Philadelphia Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Sydney

Tokyo Warsaw Washington, D.C. Associated Offices: Budapest Jakarta Riyadh Shanghai FTZ Ulaanbaatar Zagreb. Business Service Centers: Johannesburg Louisville. Legal Services Center: Berlin. For more information see www.hoganlovells.com

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Please elaborate on the nature of the synergies and quantify them if possible. Please also quantify, if practical, the substantial costs involved in the mergers.

As disclosed, the

Mergers are expected to generate annual run-rate synergies of $125 million to be realized within 18 months after completion of the Mergers. In response to the Staff’s comment, the Company has revised the disclosure on page 42 of Amendment No. 1 to elaborate on the nature of the synergies and to quantify the estimated pre-tax costs to achieve the anticipated synergies.

Rest of the answer

The Company respectfully advises the Staff that the various components of such synergies cannot be easily quantified because the estimate is subject to a number of assumptions and judgments by management, including with respect to significant qualitative factors such as personnel matters and future productivity improvements. Accordingly, the Company has determined that it would not be practical to provide additional disclosure further quantifying the anticipated synergies.

The Company has also revised the disclosure on page 42 of Amendment No. 1 to quantify the anticipated transaction fees and expenses related to the Mergers.

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We note that your disclosure that your exclusive forum provision does not apply to actions arising under the Exchange Act. Please ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Exchange Act.

Rest of the question

We also note your exclusive forum provision designates the federal district courts of the United States of America as the forum for any complaint asserting a cause of action under the Securities Act. Please state that there is uncertainty as to whether a court would enforce such provision. In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Please ensure that the scope of your provision described on pages 47 and 204 are consistent with Article XI of your amended and restated certificate of incorporation. Background of the Mergers, page 88

In response to the Staff’s comment, the Company has revised the disclosure on pages 48, 207 and 232 of Amendment No. 1. Furthermore, the Company proposes to include, for as long as applicable, in its future annual reports on Form 10-K a statement in a related risk factor that the exclusive forum provision does not apply to actions arising under the Exchange Act, as well as related disclosure in all future filings that call for disclosure under Item 202 of Regulation S-K, consistent with the disclosure included in Amendment No. 1. Read in the reply ↗

Please revise to disclose in greater detail the negotiations regarding the amount of the termination fees.

In response to the Staff’s comment, the Company has revised the disclosure on pages 96 to 99 in Amendment No. 1 to disclose in greater detail the negotiations regarding the amount of the termination fees. Read in the reply ↗

We note throughout this section that you reference potential synergies discussed at various meetings. Please revise your disclosure throughout to describe the particular synergies that were discussed at each meeting, including identifying the particular synergies and benefits and quantifying them as appropriate.

In response to the Staff’s comment, the Company has revised the disclosure on pages 91, 93 and 94 in Amendment

No. 1 to clarify the discussions at meetings held on September 21, 2020, September 22, 2020, October 4, 2020 and October 8, 2020. The Company respectfully advises the Staff that the discussions with respect to potential synergies at the meetings held on September 21, 2020, September 22, 2020 and October 4, 2020 were general and not quantitative in nature. Read in the reply ↗

Please expand your disclosure regarding Inphi's discussions with unsolicited third party, the three additional parties contacted by Qatalyst Partners in 2019, and the third party contacted by Dr. Tamer in 2020. Please expand your disclosure to discuss in greater detail these other potential parties, including their size and material attributes, and the reasons they were not pursued.

In response to the Staff’s comment, the Company has revised the disclosure on pages 90 and 91 in Amendment Read in the reply ↗

We note that a complaint has been filed against Inphi in the Southern District of New York. Please revise your disclosure to describe any litigation in connection with the Mergers.

The Company has revised the disclosure on pages 33, 40, 41, 149 and 150 in Amendment No. 1 to briefly describe the complaints that have been filed in connection with the Mergers prior to the date hereof. Read in the reply ↗

Please revise to update the Item 403 disclosure to a more recent date.

In response to the Staff’s comment, the Company has revised the disclosure on pages 204 to 208 of Amendment No. 2.

* * * * *

Hogan Lovells US LLP is a limited liability partnership registered in the District of Columbia. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante Amsterdam Baltimore Beijing

Birmingham Boston Brussels Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles Luxembourg Madrid Mexico City Miami

Rest of the answer

Milan Minneapolis Monterrey Moscow Munich New York

Northern Virginia Paris Perth Philadelphia Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Warsaw Washington, D.C. Associated Offices: Budapest Jakarta Riyadh Shanghai FTZ Ulaanbaatar Zagreb. Business Service

Centers: Johannesburg Louisville. Legal Services Center: Berlin. For more information see www.hoganlovells.com

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