Fiscal Year 2020 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 1, 2020 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 0-30877 Marvell Technology Group Ltd. (Exact name of registrant as specified in its charter) Bermuda 77-0481679 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda (Address of principal executive offices) (441) 296-6395 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common shares, $0.002 par value per share MRVL The Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ 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. Emerging growth Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ 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 aggregate market value of the registrant’s common shares held by non-affiliates of the registrant was $16,535,444,225 based upon the closing price of $25.03 per share on the Nasdaq Global Select Market on August 2, 2019 (the last business day of the registrant’s most recently completed second quarter). As of March 16, 2020, there were 663.1 million common shares of the registrant outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of Part III of this Form 10-K are incorporated by reference from the registrant’s definitive proxy statement for its 2020 annual general meeting of shareholders, which proxy statement 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. TABLE OF CONTENTS Page PART I Item 1. Business 2 Item 1A. Risk Factors 8 Item 1B. Unresolved Staff Comments 29 Item 2. Properties 30 Item 3. Legal Proceedings 30 Item 4. Mine Safety Disclosures 30 PART II Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 31 Item 6. Selected Financial Data 33 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 34 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 44 Item 8. Financial Statements and Supplementary Data 46 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 95 Item 9A. Controls and Procedures 95 Item 9B. Other Information 96 PART III Item 10. Directors, Executive Officers and Corporate Governance 98 Item 11. Executive Compensation 98 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters 98 Item 13. Certain Relationships and Related Transactions, and Director Independence 99 Item 14. Principal Accounting Fees and Services 99 PART IV Item 15. Exhibits, Financial Statement Schedules 100 Signatures 105 Schedule II 107 MARVELL TECHNOLOGY GROUP LTD. Forward-Looking Statements This Annual Report on Form 10-K 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: • the impact of actual or potential public health emergencies such as the Novel Coronavirus (COVID-19); • our ability to implement our plans, forecasts and other expectations with respect to our acquisitions and to fully realize the anticipated synergies and cost savings in the time frame anticipated; • our ability to define, design and develop products for the infrastructure and 5G market and to market and sell those products to infrastructure customers; • our dependence on a small number of customers; • severe financial hardship or bankruptcy of one or more of our major customers; • the effects of any potential future acquisitions, strategic investments, divestitures, mergers or joint ventures; • risks associated with acquisition and consolidation activity in the semiconductor industry; • our ability and the ability of our customers to successfully compete in the markets in which we serve; • our dependence upon the storage market, which is highly cyclical and intensely competitive; • our ability and our customers’ ability to develop new and enhanced products and the adoption of those products in the market; • decreases in our gross margin and results of operations in the future due to a number of factors; • our reliance on independent foundries and subcontractors for the manufacture, assembly and testing of our products; • the risks associated with manufacturing and selling a majority of our products and our customers’ products outside of the United States; • the effects of transitioning to smaller geometry process technologies; • our ability to scale our operations in response to changes in demand for existing or new products and services; • our ability to limit costs related to defective products; • our ability to recruit and retain experienced executive management as well as highly-skilled engineering and sales and marketing personnel; • our ability to mitigate risks related to our information technology systems; • our ability to protect our intellectual property, particularly outside of the U.S.; • our ability to estimate customer demand and future sales accurately; • our reliance on third-party distributors and manufacturers' representatives to sell our products; • the impact of international conflict, trade relations between the U.S. and other countries, and continued economic volatility in either domestic or foreign markets; • the impact and costs associated with changes in international financial and regulatory conditions such as the addition of new trade tariffs or embargos; • the impact of any change in our application of the United States federal income tax laws and the loss of any beneficial tax treatment that we currently enjoy; • our maintenance of an effective system of internal controls; • our ability to realize expected benefits from restructuring activities; • the impact of natural disasters and other catastrophic events; and • the outcome of pending or future litigation and legal proceedings. Additional factors that could cause actual results to differ materially include the risks discussed in Part I, Item 1A, “Risk Factors.” These forward- looking statements speak only as of the date hereof. Unless required by law, we undertake no obligation to update publicly any forward-looking statements. 1 PART I Item 1. Business Our Company Marvell Technology Group Ltd., together with its consolidated subsidiaries (“Marvell,” the “Company,” “we,” or “us”) is a global fabless semiconductor solutions provider of high-performance data infrastructure products. We leverage our extensive and growing

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