x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Bermuda
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77-0481679
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of each class
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Name of each exchange on which registered
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Common shares, $0.002 par value per share
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The NASDAQ Stock Market LLC
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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Emerging growth company
¨
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(Do not check if a smaller reporting company)
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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•
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our ability to implement our plans, forecasts and other expectations with respect to the acquisition of Cavium Inc. and to fully realize the anticipated synergies and cost savings in the timeframe anticipated;
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•
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our dependence on a small number of customers;
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•
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severe financial hardship or bankruptcy of one or more of our major customers;
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•
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the effects of any potential future acquisitions, strategic investments, divestitures, mergers or joint ventures;
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•
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risks associated with acquisition and consolidation activity in the semiconductor industry;
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•
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our ability and the ability of our customers to successfully compete in the markets in which we serve;
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•
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our dependence upon the storage market, which is highly cyclical and intensely competitive;
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•
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our ability and our customers’ ability to develop new and enhanced products and the adoption of those products in the market;
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•
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decreases in our gross margin and results of operations in the future due to a number of factors;
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•
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our reliance on independent foundries and subcontractors for the manufacture, assembly and testing of our products;
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•
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the risks associated with manufacturing and selling a majority of our products and our customers’ products outside of the United States;
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•
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the effects of transitioning to smaller geometry process technologies;
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•
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our ability to scale our operations in response to changes in demand for existing or new products and services;
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•
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our ability to limit costs related to defective products;
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•
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our ability to recruit and retain experienced executive management as well as highly-skilled engineering and sales and marketing personnel;
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•
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our ability to mitigate risks related to our information technology systems;
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•
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our ability to protect our intellectual property;
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•
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our ability to estimate customer demand and future sales accurately;
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•
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our reliance on third-party distributors and manufacturers' representatives to sell our products;
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•
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the impact of international conflict and continued economic volatility in either domestic or foreign markets;
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•
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the impact and costs associated with changes in international financial and regulatory conditions;
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•
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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;
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•
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our maintenance of an effective system of internal controls; and
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•
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the outcome of pending or future litigation and legal proceedings.
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Item 1.
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Business
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Year Ended
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|||||||||||||||||||
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February 2, 2019
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February 3, 2018
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January 28, 2017
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|||||||||
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(in millions, except for percentages)
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|||||||||||||||||||
Storage
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$
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1,377
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48
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%
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$
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1,254
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52
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%
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$
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1,158
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50
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%
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Networking
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1,313
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46
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%
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962
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40
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%
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908
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40
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%
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|||
Other
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176
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|
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6
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%
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193
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8
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%
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235
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10
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%
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|||
Total
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$
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2,866
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$
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2,409
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|
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$
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2,301
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•
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an industry practice that allows customers to cancel or change orders prior to the scheduled shipment dates;
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•
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a portion of our revenue comes from products shipped to customers using third-party logistics providers, or “hubs” wherein the product can be pulled at any time by the customer and is therefore never reflected in backlog
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•
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the performance, features, quality and price of our products;
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•
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the timing and success of new product introductions by us, our customers and our competitors;
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•
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emergence, rate of adoption and acceptance of new industry standards;
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•
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our ability to obtain adequate foundry capacity with the appropriate technological capability; and
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•
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the number and nature of our competitors in a given market.
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Item 1A.
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Risk Factors
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•
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difficulties in fully achieving anticipated cost savings, synergies, business opportunities and growth prospects from combining the businesses;
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•
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difficulties entering new markets or manufacturing in new geographies where we have no or limited direct prior experience;
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•
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difficulties in the integration of operations and systems;
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•
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difficulties in the assimilation or retention of employees;
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•
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difficulties in managing the expanded operations of a significantly larger and more complex company; and
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•
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challenges in maintaining existing, and establishing new, business relationships.
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•
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our ability to realize anticipated synergies in connection with the Cavium acquisition;
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•
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changes in general economic and political conditions and specific conditions in the end markets we address, including the continuing volatility in the technology sector and semiconductor industry;
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•
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the effects of any acquisitions, divestitures or significant investments, including the Cavium acquisition;
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•
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the highly competitive nature of the end markets we serve, particularly within the semiconductor industry;
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•
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our dependence on a few customers for a significant portion of our revenue;
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•
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severe financial hardship or bankruptcy of one or more of our major customers;
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•
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our ability to maintain a competitive cost structure for our manufacturing and assembly and test processes and our reliance on third parties to produce our products;
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•
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any current and future litigation 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;
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•
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cancellations, rescheduling or deferrals of significant customer orders or shipments, as well as the ability of our customers to manage inventory;
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•
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gain or loss of a design win or key customer;
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•
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seasonality in sales of consumer devices in which our products are incorporated;
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•
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failure to qualify our products or our suppliers’ manufacturing lines;
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•
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our ability to develop and introduce new and enhanced products in a timely and effective manner, as well as our ability to anticipate and adapt to changes in technology;
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•
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failure to protect our intellectual property;
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•
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impact of a significant natural disaster, including earthquakes, floods and tsunamis, particularly in certain regions in which we operate or own buildings, such as Santa Clara, California, and where our third party suppliers operate, such as Taiwan and elsewhere in the Pacific Rim; and
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•
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our ability to attract, retain and motivate a highly skilled workforce, especially managerial, engineering, sales and marketing personnel.
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•
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a significant portion of our sales are made on a purchase order basis, which allows our customers to cancel, change or delay product purchase with relatively short notice to us;
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•
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customers may purchase integrated circuits from our competitors;
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•
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customers may discontinue sales or lose market share in the markets for which they purchase our products;
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•
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customers may develop their own solutions or acquire fully developed solutions from third-parties;
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•
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customers may be subject to severe business disruptions, including, but not limited to, those driven by financial instability; or
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•
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customers may consolidate (for example, Western Digital acquired SanDisk in 2017, and Toshiba Corporation sold control of a portion of its semiconductor business in 2018), which could lead to changing demand for our products, replacement of our products by the merged entity with those of our competitors and cancellation of orders.
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•
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diversion of management attention from running our existing business;
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•
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increased expenses, including, but not limited to, legal, administrative and compensation expenses related to newly hired or terminated employees;
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•
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key personnel of an acquired company may decide not to work for us;
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•
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increased costs to integrate or, in the case of a divestiture, separate the technology, personnel, customer base and business practices of the acquired or divested business or assets;
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•
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assuming the legal obligations of the acquired company, including potential exposure to material liabilities not discovered in the due diligence process;
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•
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ineffective or inadequate control, procedures and policies at the acquired company may negatively impact our results of operations;
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•
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potential adverse effects on reported operating results due to possible write-down of goodwill and other intangible assets associated with acquisitions;
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•
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potential damage to customer relationships or loss of synergies in the case of divestitures; and
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•
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unavailability of acquisition financing on reasonable terms or at all.
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•
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failure to obtain regulatory or other approvals;
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•
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IP disputes or other litigation; or
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•
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difficulties obtaining financing for the transaction.
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•
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our customers usually require a comprehensive technical evaluation of our products before they incorporate them into their designs.
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•
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it can take from six months to three years from the time our products are selected to commence commercial shipments; and
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•
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our customers may experience changed market conditions or product development issues. The resources devoted to product development and sales and marketing may not generate material revenue for us, and from time to time, we may need to write off excess and obsolete inventory if we have produced product in anticipation of expected demand. We may spend resources on the development of products that our customers may not adopt. If we incur significant expenses and investments in inventory in the future that we are not able to recover, and we are not able to compensate for those expenses, our operating results could be adversely affected. In addition, if we sell our products at reduced prices in anticipation of cost reductions but still hold higher cost products in inventory, our operating results would be harmed.
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•
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increasing our vulnerability to adverse general economic and industry conditions;
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•
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requiring us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, research and development efforts, execution of our business strategy, acquisitions and other general corporate purposes;
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•
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limiting our flexibility in planning for, or reacting to, changes in the economy and the semiconductor industry;
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•
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placing us at a competitive disadvantage compared to our competitors with less indebtedness;
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•
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exposing us to interest rate risk to the extent of our variable rate indebtedness; and
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•
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making it more difficult to borrow additional funds in the future to fund growth, acquisitions, working capital, capital expenditures and other purposes.
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•
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loss of or delay in market acceptance of our products;
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•
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material recall and replacement costs;
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•
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delay in revenue recognition or loss of revenue;
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•
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writing down the inventory of defective products;
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•
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the diversion of the attention of our engineering personnel from product development efforts;
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•
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our having to defend against litigation related to defective products or related property damage or personal injury; and
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•
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damage to our reputation in the industry that could adversely affect our relationships with our customers.
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•
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political, social and economic instability, including wars, terrorism, political unrest, boycotts, curtailment of trade and other business restrictions;
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•
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volatile global economic conditions, including downturns in which some competitors may become more aggressive in their pricing practices, which would adversely impact our gross margin;
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•
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compliance with domestic and foreign export and import regulations, including pending changes thereto, and difficulties in obtaining and complying with domestic and foreign export, import and other governmental approvals, permits and licenses;
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•
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local laws and practices that favor local companies, including business practices in which we are prohibited from engaging by the Foreign Corrupt Practices Act and other anti-corruption laws and regulations;
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•
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difficulties in staffing and managing foreign operations;
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•
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natural disasters, including earthquakes, tsunamis and floods;
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•
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trade restrictions, higher tariffs, worsening trade relationship between the United States and China, or changes in cross border taxation, particularly in light of the tariffs announced by the Trump administration;
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•
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transportation delays;
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•
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difficulties of managing distributors;
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•
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less effective protection of intellectual property than is afforded to us in the United States or other developed countries;
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•
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inadequate local infrastructure; and
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•
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exposure to local banking, currency control and other financial-related risks.
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•
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stop selling, offering for sale, making, having made or exporting products or using technology that contains the allegedly infringing intellectual property;
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•
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limit or restrict the type of work that employees involved in such litigation may perform for us;
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•
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pay substantial damages and/or license fees and/or royalties to the party claiming infringement or other license violations that could adversely impact our liquidity or operating results;
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•
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attempt to obtain or renew licenses to the relevant intellectual property, which licenses may not be available on reasonable terms or at all; and
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•
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attempt to redesign those products that contain the allegedly infringing intellectual property.
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•
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the possibility of environmental contamination and the costs associated with remediating any environmental problems;
|
•
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adverse changes in the value of these properties due to interest rate changes, changes in the neighborhood in which the property is located, or other factors;
|
•
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the possible need for structural improvements in order to comply with zoning, seismic and other legal or regulatory requirements;
|
•
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the potential disruption of our business and operations arising from or connected with a relocation due to moving to or renovating the facility;
|
•
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increased cash commitments for improvements to the buildings or the property, or both;
|
•
|
increased operating expenses for the buildings or the property, or both;
|
•
|
possible disputes with tenants or other third parties related to the buildings or the property, or both;
|
•
|
failure to achieve expected cost savings due to extended non-occupancy of a vacated property intended to be leased; and
|
•
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the risk of financial loss in excess of amounts covered by insurance, or uninsured risks, such as the loss caused by damage to the buildings as a result of earthquakes, floods and/or other natural disasters.
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
|
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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Item 5.
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Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
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2/1/2014
|
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1/31/2015
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1/30/2016
|
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1/28/2017
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2/3/2018
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|
2/2/2019
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||||||
Marvell Technology Group Ltd.
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100.00
|
|
|
105.44
|
|
|
61.56
|
|
|
107.18
|
|
|
161.50
|
|
|
134.28
|
|
S&P 500
|
100.00
|
|
|
114.22
|
|
|
113.46
|
|
|
137.14
|
|
|
168.46
|
|
|
168.36
|
|
PHLX Semiconductor
|
100.00
|
|
|
125.55
|
|
|
120.19
|
|
|
192.16
|
|
|
267.60
|
|
|
266.43
|
|
Period (1)
|
Total Number of
Shares Purchased
|
|
Average Price
Paid per Share
|
|
Total Number of Shares
Purchased as Part of
Publicly Announced Plans or
Programs
|
|
Approximate Dollar Value of
Shares that May Yet Be
Purchased Under the Plans or
Programs (2)
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||||||
November 4 – December 1, 2018
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
1,003,987
|
|
December 2 – December 29, 2018
|
1,617
|
|
|
$
|
15.46
|
|
|
1,617
|
|
|
$
|
978,978
|
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December 30 – February 2, 2019
|
1,529
|
|
|
$
|
16.35
|
|
|
1,529
|
|
|
$
|
953,982
|
|
Total
|
3,146
|
|
|
$
|
15.89
|
|
|
3,146
|
|
|
$
|
953,982
|
|
(1)
|
The monthly periods presented above for the three months ended
February 2, 2019
, are based on our fiscal accounting periods which follow a quarterly 4-4-5 week fiscal accounting period.
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(2)
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On November 17, 2016, we announced that our Board of Directors had authorized a $1 billion share repurchase plan. On October 16, 2018, we announced that our Board of Directors authorized a $700 million addition to the balance of our existing share repurchase plan. Our existing share repurchase program had approximately $304 million of repurchase authority remaining as of October 16, 2018 prior to the approved addition. We intend to effect share repurchases in accordance with the conditions of Rule 10b-18 under the Exchange Act, but may also make repurchases in the open market outside of Rule 10b-18 or in privately negotiated transactions. The share repurchase program will be subject to market conditions and other factors and does not obligate us to repurchase any dollar amount or number of our common shares and the repurchase program may be extended, modified, suspended or discontinued at any time.
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Item 6.
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Selected Financial Data
|
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February 2,
2019 (1)
|
|
February 3,
2018 (2) |
|
January 28,
2017 (3) |
|
January 30,
2016 (4) |
|
January 31,
2015 |
||||||||||
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(in thousands, except per share amounts and number of employees)
|
||||||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenue
|
$
|
2,865,791
|
|
|
$
|
2,409,170
|
|
|
$
|
2,300,992
|
|
|
$
|
2,602,497
|
|
|
$
|
3,585,226
|
|
Cost of goods sold
|
$
|
1,407,399
|
|
|
$
|
947,230
|
|
|
$
|
1,017,564
|
|
|
$
|
1,406,121
|
|
|
$
|
1,766,126
|
|
Research and development
|
$
|
914,009
|
|
|
$
|
714,444
|
|
|
$
|
805,029
|
|
|
$
|
954,653
|
|
|
$
|
1,040,838
|
|
Operating income (loss) from continuing operations
|
$
|
43,270
|
|
|
$
|
429,695
|
|
|
$
|
130,407
|
|
|
$
|
(745,410
|
)
|
|
$
|
488,745
|
|
Income (loss) from continuing operations, net of tax
|
$
|
(179,094
|
)
|
|
$
|
433,142
|
|
|
$
|
74,821
|
|
|
$
|
(738,441
|
)
|
|
$
|
516,801
|
|
Income (loss) from discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
87,689
|
|
|
$
|
(53,670
|
)
|
|
$
|
(72,959
|
)
|
|
$
|
(81,455
|
)
|
Net income (loss)
|
$
|
(179,094
|
)
|
|
$
|
520,831
|
|
|
$
|
21,151
|
|
|
$
|
(811,400
|
)
|
|
$
|
435,346
|
|
Income (loss) from continuing operations per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(0.30
|
)
|
|
$
|
0.87
|
|
|
$
|
0.15
|
|
|
$
|
(1.45
|
)
|
|
$
|
1.01
|
|
Diluted
|
$
|
(0.30
|
)
|
|
$
|
0.85
|
|
|
$
|
0.14
|
|
|
$
|
(1.45
|
)
|
|
$
|
1.00
|
|
Income (loss) from discontinued operations per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
—
|
|
|
$
|
0.18
|
|
|
$
|
(0.11
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.16
|
)
|
Diluted
|
$
|
—
|
|
|
$
|
0.17
|
|
|
$
|
(0.10
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.16
|
)
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(0.30
|
)
|
|
$
|
1.05
|
|
|
$
|
0.04
|
|
|
$
|
(1.59
|
)
|
|
$
|
0.85
|
|
Diluted
|
$
|
(0.30
|
)
|
|
$
|
1.02
|
|
|
$
|
0.04
|
|
|
$
|
(1.59
|
)
|
|
$
|
0.84
|
|
Weighted average shares:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
591,232
|
|
|
498,008
|
|
|
509,738
|
|
|
510,945
|
|
|
511,089
|
|
|||||
Diluted
|
591,232
|
|
|
509,667
|
|
|
517,513
|
|
|
510,945
|
|
|
520,760
|
|
|||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and short-term investments
|
$
|
582,410
|
|
|
$
|
1,841,272
|
|
|
$
|
1,668,360
|
|
|
$
|
2,282,749
|
|
|
$
|
2,529,555
|
|
Working capital
|
$
|
758,462
|
|
|
$
|
1,942,813
|
|
|
$
|
1,794,018
|
|
|
$
|
1,751,295
|
|
|
$
|
2,765,908
|
|
Total assets
|
$
|
10,016,752
|
|
|
$
|
4,708,287
|
|
|
$
|
4,648,650
|
|
|
$
|
5,442,127
|
|
|
$
|
5,884,387
|
|
Long-term debt
|
$
|
1,732,699
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total shareholders’ equity
|
$
|
7,306,410
|
|
|
$
|
4,141,413
|
|
|
$
|
4,027,651
|
|
|
$
|
4,140,123
|
|
|
$
|
5,146,089
|
|
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends declared per share
|
$
|
0.24
|
|
|
$
|
0.24
|
|
|
$
|
0.24
|
|
|
$
|
0.24
|
|
|
$
|
0.24
|
|
Number of employees
|
5,275
|
|
|
3,749
|
|
|
4,617
|
|
|
5,437
|
|
|
7,163
|
|
(1)
|
Fiscal 2019 financial data includes the effect of the adoption of the new revenue recognition standard, restructuring related charges from our July 2018 restructuring plan, and from the acquisition of Cavium, including its effect on income taxes. Refer to “Note 3 — Revenue”, “Note 4 — Restructuring and Other Related Charges”, “Note 5 — Business Combination,” and “Note 16 — Income Taxes” respectively, in our Notes to the Consolidated Financial Statements set forth in Part II, Item 8 of this Annual Report on Form 10-K for further details.
|
(2)
|
Fiscal 2018 includes a $74.4 million charge related to the Luna litigation settlement and related costs.
|
(3)
|
Fiscal 2017 includes $96.8 million of restructuring and other related charges that include $52.6 million for impairment of a nonrefundable deposit due to the non-utilization of the related contract and for impairment of certain equipment and technology licenses. Fiscal 2017 also included $68.0 million of tax expense related to restructuring actions taken.
|
(4)
|
Fiscal 2016 includes $751.4 million of charges for litigation matters recognized by the Company including a $736.0 million charge related to the $750 million settlement reached with CMU, as well as certain other pending litigation. In addition, fiscal 2016 included $63.5 million of restructuring and other related charges that include $8.0 million for impairment of certain equipment and technology licenses, and $8.0 million for the write down of inventory due to the restructuring of the mobile platform business, a charge for a cash payment authorized by our Board of Directors of $15.4 million to our former CEO Dr. Sehat Sutardja and $11.4 million of costs for the surety bonds related to the litigation with CMU.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
significant decreases in the market price of the asset;
|
•
|
significant adverse changes in the business climate or legal factors;
|
•
|
accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset;
|
•
|
current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and
|
•
|
current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life.
|
•
|
significant underperformance relative to historical or projected future operating results;
|
•
|
significant changes in the manner of our use of the acquired assets or the strategy for our overall business;
|
•
|
significant negative industry or economic trends;
|
•
|
a significant decline in our stock price for a sustained period; and
|
•
|
a significant change in our market capitalization relative to our net book value.
|
|
Year Ended
|
|||||||
|
February 2,
2019 |
|
February 3,
2018 |
|
January 28,
2017 |
|||
Net revenue
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of goods sold
|
49.1
|
|
|
39.3
|
|
|
44.2
|
|
Gross profit
|
50.9
|
|
|
60.7
|
|
|
55.8
|
|
Operating expenses:
|
|
|
|
|
|
|||
Research and development
|
31.9
|
|
|
29.7
|
|
|
35.0
|
|
Selling, general and administrative
|
14.8
|
|
|
9.9
|
|
|
10.9
|
|
Litigation settlement
|
—
|
|
|
3.1
|
|
|
—
|
|
Restructuring related charges
|
2.7
|
|
|
0.2
|
|
|
4.2
|
|
Total operating expenses
|
49.4
|
|
|
42.9
|
|
|
50.1
|
|
Operating income from continuing operations
|
1.5
|
|
|
17.8
|
|
|
5.7
|
|
Interest income
|
0.4
|
|
|
0.7
|
|
|
0.6
|
|
Interest expense
|
(2.1
|
)
|
|
—
|
|
|
—
|
|
Other income, net
|
—
|
|
|
0.2
|
|
|
0.1
|
|
Income (loss) from continuing operations before income taxes
|
(0.2
|
)
|
|
18.7
|
|
|
6.4
|
|
Provision for income taxes
|
6.0
|
|
|
0.7
|
|
|
3.1
|
|
Income (loss) from continuing operations, net of tax
|
(6.2
|
)%
|
|
18.0
|
%
|
|
3.3
|
%
|
|
Year Ended
|
|
|
|||||||
|
February 2,
2019 |
|
February 3,
2018 |
|
% Change
in 2019 |
|||||
|
(in thousands, except percentage)
|
|||||||||
Net revenue
|
$
|
2,865,791
|
|
|
$
|
2,409,170
|
|
|
19.0
|
%
|
|
Year Ended
|
|
|
|||||||
|
February 2,
2019 |
|
February 3,
2018 |
|
% Change
in 2019 |
|||||
|
(in thousands, except percentages)
|
|||||||||
Cost of goods sold
|
$
|
1,407,399
|
|
|
$
|
947,230
|
|
|
48.6
|
%
|
% of net revenue
|
49.1
|
%
|
|
39.3
|
%
|
|
|
|||
Gross profit
|
$
|
1,458,392
|
|
|
$
|
1,461,940
|
|
|
(0.2
|
)%
|
% of net revenue
|
50.9
|
%
|
|
60.7
|
%
|
|
|
|
Year Ended
|
||||||
|
February 2,
2019 |
|
February 3,
2018 |
||||
|
(in thousands)
|
||||||
Continuing operations:
|
|
|
|
||||
Cost of goods sold
|
$
|
12,024
|
|
|
$
|
6,646
|
|
Research and development
|
108,762
|
|
|
52,127
|
|
||
Selling, general and administrative
|
77,309
|
|
|
26,349
|
|
||
Share-based compensation - continuing operations
|
198,095
|
|
|
85,122
|
|
||
Discontinued operations:
|
|
|
|
||||
Cost of goods sold
|
—
|
|
|
(11
|
)
|
||
Research and development
|
—
|
|
|
1,458
|
|
||
Selling, general and administrative
|
—
|
|
|
120
|
|
||
Share-based compensation - discontinued operations
|
—
|
|
|
1,567
|
|
||
Total share-based compensation
|
$
|
198,095
|
|
|
$
|
86,689
|
|
|
Year Ended
|
||||||
|
February 2,
2019 |
|
February 3,
2018 |
||||
|
(in thousands)
|
||||||
Restructuring related charges
|
$
|
76,753
|
|
|
$
|
5,250
|
|
|
Year Ended
|
|
|
|||||||
|
February 2,
2019 |
|
February 3,
2018 |
|
% Change
in 2019 |
|||||
|
(in thousands, except percentages)
|
|||||||||
Research and development
|
$
|
914,009
|
|
|
$
|
714,444
|
|
|
27.9
|
%
|
% of net revenue
|
31.9
|
%
|
|
29.7
|
%
|
|
|
|
Year Ended
|
|
|
|||||||
|
February 2,
2019 |
|
February 3,
2018 |
|
% Change
in 2019 |
|||||
|
(in thousands, except percentages)
|
|||||||||
Selling, general and administrative
|
$
|
424,360
|
|
|
$
|
238,166
|
|
|
78.2
|
%
|
% of net revenue
|
14.8
|
%
|
|
9.9
|
%
|
|
|
|
Year Ended
|
|
|
||||||
|
February 2,
2019 |
|
February 3,
2018 |
|
% Change
in 2019 |
||||
|
(in thousands, except percentages)
|
||||||||
Litigation settlement
|
$
|
—
|
|
|
$
|
74,385
|
|
|
nm
|
% of net revenue
|
—
|
%
|
|
3.1
|
%
|
|
|
|
Year Ended
|
|
|
|||||||
|
February 2,
2019 |
|
February 3,
2018 |
|
% Change
in 2019 |
|||||
|
(in thousands, except percentages)
|
|||||||||
Interest income
|
$
|
11,926
|
|
|
$
|
17,381
|
|
|
(31.4
|
)%
|
% of net revenue
|
0.4
|
%
|
|
0.7
|
%
|
|
|
|
Year Ended
|
|
|
|||||||
|
February 2,
2019 |
|
February 3,
2018 |
|
% Change
in 2019 |
|||||
|
(in thousands, except percentages)
|
|||||||||
Interest expense
|
$
|
(60,362
|
)
|
|
$
|
(685
|
)
|
|
8,712.0
|
%
|
% of net revenue
|
(2.1
|
)%
|
|
—
|
%
|
|
|
|
Year Ended
|
|
|
|||||||
|
February 2,
2019 |
|
February 3,
2018 |
|
% Change
in 2019 |
|||||
|
(in thousands, except percentages)
|
|||||||||
Other income, net
|
$
|
519
|
|
|
$
|
4,813
|
|
|
(89.2
|
)%
|
% of net revenue
|
—
|
%
|
|
0.2
|
%
|
|
|
|
Year Ended
|
|
|
|||||||
|
February 2,
2019 |
|
February 3,
2018 |
|
% Change
in 2019 |
|||||
|
(in thousands, except percentages)
|
|||||||||
Provision for income taxes
|
$
|
174,447
|
|
|
$
|
18,062
|
|
|
865.8
|
%
|
|
Year Ended
|
|
|
|||||||
|
February 3,
2018 |
|
January 28,
2017 |
|
% Change
in 2018 |
|||||
|
(in thousands, except percentage)
|
|||||||||
Net revenue
|
$
|
2,409,170
|
|
|
$
|
2,300,992
|
|
|
4.7
|
%
|
|
Year Ended
|
|
|
|||||||
|
February 3,
2018 |
|
January 28,
2017 |
|
% Change
in 2018 |
|||||
|
(in thousands, except percentages)
|
|||||||||
Cost of goods sold
|
$
|
947,230
|
|
|
$
|
1,017,564
|
|
|
(6.9
|
)%
|
% of net revenue
|
39.3
|
%
|
|
44.2
|
%
|
|
|
|||
Gross profit
|
$
|
1,461,940
|
|
|
$
|
1,283,428
|
|
|
13.9
|
%
|
% of net revenue
|
60.7
|
%
|
|
55.8
|
%
|
|
|
|
Year Ended
|
||||||
|
February 3,
2018 |
|
January 28,
2017 |
||||
|
(in thousands)
|
||||||
Continuing operations:
|
|
|
|
||||
Cost of goods sold
|
$
|
6,646
|
|
|
$
|
8,334
|
|
Research and development
|
52,127
|
|
|
74,809
|
|
||
Selling, general and administrative
|
26,349
|
|
|
18,257
|
|
||
Share-based compensation - continuing operations
|
85,122
|
|
|
101,400
|
|
||
Discontinued operations:
|
|
|
|
||||
Cost of goods sold
|
(11
|
)
|
|
187
|
|
||
Research and development
|
1,458
|
|
|
11,633
|
|
||
Selling, general and administrative
|
120
|
|
|
750
|
|
||
Share-based compensation - discontinued operations
|
1,567
|
|
|
12,570
|
|
||
Total share-based compensation
|
$
|
86,689
|
|
|
$
|
113,970
|
|
|
Year Ended
|
||||||
|
February 3,
2018 |
|
January 28,
2017 |
||||
|
(in thousands)
|
||||||
Restructuring related charges
|
$
|
5,250
|
|
|
$
|
96,801
|
|
|
Year Ended
|
|
|
|||||||
|
February 3, 2018
|
|
January 28, 2017
|
|
% Change
in 2018 |
|||||
|
(in thousands, except percentages)
|
|||||||||
Research and development
|
$
|
714,444
|
|
|
$
|
805,029
|
|
|
(11.3
|
)%
|
% of net revenue
|
29.7
|
%
|
|
35.0
|
%
|
|
|
|
Year Ended
|
|
|
|||||||
|
February 3, 2018
|
|
January 28, 2017
|
|
% Change
in 2018 |
|||||
|
(in thousands, except percentages)
|
|||||||||
Selling, general, and administrative
|
$
|
238,166
|
|
|
$
|
251,191
|
|
|
(5.2
|
)%
|
% of net revenue
|
9.9
|
%
|
|
10.9
|
%
|
|
|
|
Year Ended
|
|
|
||||||
|
February 3, 2018
|
|
January 28, 2017
|
|
% Change
in 2018 |
||||
|
(in thousands, except percentages)
|
||||||||
Litigation settlement
|
$
|
74,385
|
|
|
$
|
—
|
|
|
nm
|
% of net revenue
|
3.1
|
%
|
|
—
|
%
|
|
|
||
nm - not meaningful
|
|
|
|
|
|
|
Year Ended
|
|
|
|||||||
|
February 3, 2018
|
|
January 28, 2017
|
|
% Change
in 2018 |
|||||
|
(in thousands, except percentages)
|
|||||||||
Interest income
|
$
|
17,381
|
|
|
$
|
13,198
|
|
|
31.7
|
%
|
% of net revenue
|
0.7
|
%
|
|
0.6
|
%
|
|
|
|
Year Ended
|
|
|
|||||||
|
February 3, 2018
|
|
January 28, 2017
|
|
% Change
in 2018 |
|||||
|
(in thousands, except percentages)
|
|||||||||
Interest expense
|
$
|
(685
|
)
|
|
$
|
(368
|
)
|
|
86.1
|
%
|
% of net revenue
|
—
|
%
|
|
—
|
%
|
|
|
|
Year Ended
|
|
|
|||||||
|
February 3, 2018
|
|
January 28, 2017
|
|
% Change
in 2018 |
|||||
|
(in thousands, except percentages)
|
|||||||||
Other income, net
|
$
|
4,813
|
|
|
$
|
4,192
|
|
|
14.8
|
%
|
% of net revenue
|
0.2
|
%
|
|
0.1
|
%
|
|
|
|
Year Ended
|
|
|
|||||||
|
February 3, 2018
|
|
January 28, 2017
|
|
% Change
in 2018 |
|||||
|
(in thousands, except percentages)
|
|||||||||
Provision for income taxes
|
$
|
18,062
|
|
|
$
|
72,608
|
|
|
(75.1
|
)%
|
|
Payment Obligations by Fiscal Year
|
||||||||||||||||||||||||||
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Principal payments on debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
750,000
|
|
|
$
|
—
|
|
|
$
|
500,000
|
|
|
$
|
500,000
|
|
|
$
|
1,750,000
|
|
Interest obligations on debt
|
75,856
|
|
|
75,879
|
|
|
59,025
|
|
|
46,391
|
|
|
34,127
|
|
|
111,124
|
|
|
402,402
|
|
|||||||
Facilities operating leases, net
|
33,086
|
|
|
29,866
|
|
|
26,612
|
|
|
21,272
|
|
|
13,690
|
|
|
40,100
|
|
|
164,626
|
|
|||||||
Computer-aided design software
|
10,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,200
|
|
|||||||
Purchase commitments to foundries
|
103,704
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
103,704
|
|
|||||||
Capital purchase obligations
|
43,034
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43,034
|
|
|||||||
Technology license obligations
(1)
|
54,846
|
|
|
7,829
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62,675
|
|
|||||||
Other contractual commitments
|
7,689
|
|
|
3,424
|
|
|
2,845
|
|
|
1,246
|
|
|
755
|
|
|
1,523
|
|
|
17,482
|
|
|||||||
Total contractual cash obligations
|
$
|
328,415
|
|
|
$
|
116,998
|
|
|
$
|
838,482
|
|
|
$
|
68,909
|
|
|
$
|
548,572
|
|
|
$
|
652,747
|
|
|
$
|
2,554,123
|
|
|
(1)
|
Amounts represent anticipated future cash payments, including anticipated interest payments not recorded in the consolidated balance sheet.
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Page
|
|
February 2,
2019 |
|
February 3,
2018 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
582,410
|
|
|
$
|
888,482
|
|
Short-term investments
|
—
|
|
|
952,790
|
|
||
Accounts receivable, net
|
493,122
|
|
|
280,395
|
|
||
Inventories
|
276,005
|
|
|
170,039
|
|
||
Prepaid expenses and other current assets
|
43,721
|
|
|
41,482
|
|
||
Assets held for sale
|
—
|
|
|
30,767
|
|
||
Total current assets
|
1,395,258
|
|
|
2,363,955
|
|
||
Property and equipment, net
|
318,978
|
|
|
202,222
|
|
||
Goodwill
|
5,494,505
|
|
|
1,993,310
|
|
||
Acquired intangible assets, net
|
2,560,682
|
|
|
—
|
|
||
Other non-current assets
|
247,329
|
|
|
148,800
|
|
||
Total assets
|
$
|
10,016,752
|
|
|
$
|
4,708,287
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
185,362
|
|
|
$
|
145,236
|
|
Accrued liabilities
|
330,594
|
|
|
86,958
|
|
||
Accrued employee compensation
|
115,925
|
|
|
127,711
|
|
||
Deferred income
|
4,915
|
|
|
61,237
|
|
||
Total current liabilities
|
636,796
|
|
|
421,142
|
|
||
Long-term debt
|
1,732,699
|
|
|
—
|
|
||
Non-current income taxes payable
|
59,221
|
|
|
56,976
|
|
||
Deferred tax liabilities
|
246,252
|
|
|
52,204
|
|
||
Other non-current liabilities
|
35,374
|
|
|
36,552
|
|
||
Total liabilities
|
2,710,342
|
|
|
566,874
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Preferred stock, $0.002 par value; 8,000 shares authorized; no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.002 par value; 992,000 shares authorized; 658,514 and 495,913 shares issued and outstanding in fiscal 2019 and 2018, respectively
|
1,317
|
|
|
991
|
|
||
Additional paid-in capital
|
6,188,598
|
|
|
2,733,292
|
|
||
Accumulated other comprehensive loss
|
—
|
|
|
(2,322
|
)
|
||
Retained earnings
|
1,116,495
|
|
|
1,409,452
|
|
||
Total shareholders’ equity
|
7,306,410
|
|
|
4,141,413
|
|
||
Total liabilities and shareholders’ equity
|
$
|
10,016,752
|
|
|
$
|
4,708,287
|
|
|
Year Ended
|
||||||||||
|
February 2,
2019 |
|
February 3,
2018 |
|
January 28,
2017 |
||||||
Net revenue
|
$
|
2,865,791
|
|
|
$
|
2,409,170
|
|
|
$
|
2,300,992
|
|
Cost of goods sold
|
1,407,399
|
|
|
947,230
|
|
|
1,017,564
|
|
|||
Gross profit
|
1,458,392
|
|
|
1,461,940
|
|
|
1,283,428
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
914,009
|
|
|
714,444
|
|
|
805,029
|
|
|||
Selling, general and administrative
|
424,360
|
|
|
238,166
|
|
|
251,191
|
|
|||
Litigation settlement
|
—
|
|
|
74,385
|
|
|
—
|
|
|||
Restructuring related charges
|
76,753
|
|
|
5,250
|
|
|
96,801
|
|
|||
Total operating expenses
|
1,415,122
|
|
|
1,032,245
|
|
|
1,153,021
|
|
|||
Operating income from continuing operations
|
43,270
|
|
|
429,695
|
|
|
130,407
|
|
|||
Interest income
|
11,926
|
|
|
17,381
|
|
|
13,198
|
|
|||
Interest expense
|
(60,362
|
)
|
|
(685
|
)
|
|
(368
|
)
|
|||
Other income, net
|
519
|
|
|
4,813
|
|
|
4,192
|
|
|||
Interest and other income (loss), net
|
(47,917
|
)
|
|
21,509
|
|
|
17,022
|
|
|||
Income (loss) from continuing operations before income taxes
|
(4,647
|
)
|
|
451,204
|
|
|
147,429
|
|
|||
Provision for income taxes
|
174,447
|
|
|
18,062
|
|
|
72,608
|
|
|||
Income (loss) from continuing operations, net of tax
|
$
|
(179,094
|
)
|
|
$
|
433,142
|
|
|
$
|
74,821
|
|
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
87,689
|
|
|
(53,670
|
)
|
|||
Net income (loss)
|
$
|
(179,094
|
)
|
|
$
|
520,831
|
|
|
$
|
21,151
|
|
Net income (loss) per share - Basic:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(0.30
|
)
|
|
$
|
0.87
|
|
|
$
|
0.15
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
0.18
|
|
|
$
|
(0.11
|
)
|
Net income (loss) per share - Basic
|
$
|
(0.30
|
)
|
|
$
|
1.05
|
|
|
$
|
0.04
|
|
Net income (loss) per share - Diluted:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(0.30
|
)
|
|
$
|
0.85
|
|
|
$
|
0.14
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
0.17
|
|
|
$
|
(0.10
|
)
|
Net income (loss) per share - diluted
|
$
|
(0.30
|
)
|
|
$
|
1.02
|
|
|
$
|
0.04
|
|
Weighted average shares:
|
|
|
|
|
|
||||||
Basic
|
591,232
|
|
|
498,008
|
|
|
509,738
|
|
|||
Diluted
|
591,232
|
|
|
509,667
|
|
|
517,513
|
|
|
Year Ended
|
||||||||||
|
February 2,
2019 |
|
February 3,
2018 |
|
January 28,
2017 |
||||||
Net income (loss)
|
$
|
(179,094
|
)
|
|
$
|
520,831
|
|
|
$
|
21,151
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Net change in unrealized gain (loss) on marketable securities
|
2,322
|
|
|
(1,521
|
)
|
|
(145
|
)
|
|||
Net change in unrealized gain (loss) on cash flow hedges
|
—
|
|
|
(824
|
)
|
|
963
|
|
|||
Other comprehensive income (loss), net of tax
|
2,322
|
|
|
(2,345
|
)
|
|
818
|
|
|||
Comprehensive income (loss), net of tax
|
$
|
(176,772
|
)
|
|
$
|
518,486
|
|
|
$
|
21,969
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Retained
Earnings
|
|
Total
|
|||||||||||||
Shares
|
|
Amount
|
|
|||||||||||||||||||
Balance at January 30, 2016
|
507,572
|
|
|
$
|
1,015
|
|
|
$
|
3,028,921
|
|
|
$
|
(795
|
)
|
|
$
|
1,110,982
|
|
|
$
|
4,140,123
|
|
Issuance of ordinary shares in connection with equity incentive plans
|
11,826
|
|
|
24
|
|
|
74,192
|
|
|
—
|
|
|
—
|
|
|
74,216
|
|
|||||
Tax withholdings related to net share settlement of restricted stock units
|
—
|
|
|
—
|
|
|
(16,679
|
)
|
|
—
|
|
|
—
|
|
|
(16,679
|
)
|
|||||
Share-based compensation
|
—
|
|
|
—
|
|
|
113,402
|
|
|
—
|
|
|
—
|
|
|
113,402
|
|
|||||
Tax benefit from employee stock transactions
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|||||
Repurchase of common stock
|
(13,303
|
)
|
|
(27
|
)
|
|
(183,037
|
)
|
|
—
|
|
|
—
|
|
|
(183,064
|
)
|
|||||
Cash dividends declared and paid (cumulatively $0.24 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(122,292
|
)
|
|
(122,292
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,151
|
|
|
21,151
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
818
|
|
|
—
|
|
|
818
|
|
|||||
Balance at January 28, 2017
|
506,095
|
|
|
1,012
|
|
|
3,016,775
|
|
|
23
|
|
|
1,009,841
|
|
|
4,027,651
|
|
|||||
Issuance of ordinary shares in connection with equity incentive plans
|
21,278
|
|
|
42
|
|
|
180,260
|
|
|
—
|
|
|
—
|
|
|
180,302
|
|
|||||
Tax withholdings related to net share settlement of restricted stock units
|
—
|
|
|
—
|
|
|
(26,840
|
)
|
|
—
|
|
|
—
|
|
|
(26,840
|
)
|
|||||
Share-based compensation
|
—
|
|
|
—
|
|
|
87,140
|
|
|
—
|
|
|
—
|
|
|
87,140
|
|
|||||
Repurchase of common stock
|
(31,460
|
)
|
|
(63
|
)
|
|
(526,012
|
)
|
|
—
|
|
|
—
|
|
|
(526,075
|
)
|
|||||
Cash dividends declared and paid (cumulatively $0.24 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(119,251
|
)
|
|
(119,251
|
)
|
|||||
Cumulative effect of stock compensation accounting change - see Note 2
|
—
|
|
|
—
|
|
|
1,969
|
|
|
—
|
|
|
(1,969
|
)
|
|
—
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
520,831
|
|
|
520,831
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,345
|
)
|
|
—
|
|
|
(2,345
|
)
|
|||||
Balance at February 3, 2018
|
495,913
|
|
|
991
|
|
|
2,733,292
|
|
|
(2,322
|
)
|
|
1,409,452
|
|
|
4,141,413
|
|
|||||
Effect of revenue recognition accounting change - see Note 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,218
|
|
|
34,218
|
|
|||||
Issuance of ordinary shares in connection with equity incentive plans
|
14,164
|
|
|
29
|
|
|
101,140
|
|
|
—
|
|
|
—
|
|
|
101,169
|
|
|||||
Tax withholdings related to net share settlement of restricted stock units
|
—
|
|
|
—
|
|
|
(54,934
|
)
|
|
—
|
|
|
—
|
|
|
(54,934
|
)
|
|||||
Share-based compensation
|
—
|
|
|
—
|
|
|
184,956
|
|
|
—
|
|
|
—
|
|
|
184,956
|
|
|||||
Common stock issued to Cavium common stockholders
|
153,376
|
|
|
307
|
|
|
3,272,746
|
|
|
—
|
|
|
—
|
|
|
3,273,053
|
|
|||||
Stock consideration for Cavium accelerated awards
|
1,102
|
|
|
2
|
|
|
7,802
|
|
|
—
|
|
|
—
|
|
|
7,804
|
|
|||||
Equity related issuance cost
|
—
|
|
|
—
|
|
|
(2,927
|
)
|
|
—
|
|
|
—
|
|
|
(2,927
|
)
|
|||||
Replacement equity awards attributable to pre-acquisition service
|
—
|
|
|
—
|
|
|
50,485
|
|
|
—
|
|
|
—
|
|
|
50,485
|
|
|||||
Repurchase of common stock
|
(6,041
|
)
|
|
(12
|
)
|
|
(103,962
|
)
|
|
—
|
|
|
—
|
|
|
(103,974
|
)
|
|||||
Cash dividends declared and paid (cumulatively $0.24 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(148,081
|
)
|
|
(148,081
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(179,094
|
)
|
|
(179,094
|
)
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
2,322
|
|
|
—
|
|
|
2,322
|
|
|||||
Balance at February 2, 2019
|
658,514
|
|
|
$
|
1,317
|
|
|
$
|
6,188,598
|
|
|
$
|
—
|
|
|
$
|
1,116,495
|
|
|
$
|
7,306,410
|
|
|
Year Ended
|
||||||||||
|
February 2,
2019 |
|
February 3,
2018 |
|
January 28,
2017 |
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(179,094
|
)
|
|
$
|
520,831
|
|
|
$
|
21,151
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
123,983
|
|
|
83,487
|
|
|
107,851
|
|
|||
Share-based compensation
|
184,064
|
|
|
86,689
|
|
|
113,970
|
|
|||
Amortization of acquired intangible assets
|
183,318
|
|
|
3,570
|
|
|
10,641
|
|
|||
Amortization of inventory fair value adjustment associated with acquisition of Cavium
|
223,372
|
|
|
—
|
|
|
—
|
|
|||
Amortization of deferred debt issuance costs and debt discounts
|
11,354
|
|
|
—
|
|
|
—
|
|
|||
Restructuring related impairment charges (gain)
|
(200
|
)
|
|
(4,561
|
)
|
|
52,581
|
|
|||
Amortization of premium /discount on available-for-sale securities
|
624
|
|
|
995
|
|
|
3,319
|
|
|||
Excess tax benefits from share-based compensation
|
—
|
|
|
—
|
|
|
(37
|
)
|
|||
Deferred income taxes
|
118,647
|
|
|
19,825
|
|
|
44,637
|
|
|||
Gain on sale of discontinued operations
|
—
|
|
|
(88,406
|
)
|
|
—
|
|
|||
Loss (gain) on sale of business
|
1,592
|
|
|
(5,254
|
)
|
|
—
|
|
|||
Other expense (income), net
|
3,530
|
|
|
(1,920
|
)
|
|
(3,312
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(99,044
|
)
|
|
54,989
|
|
|
(12,084
|
)
|
|||
Inventories
|
4,348
|
|
|
(12,160
|
)
|
|
29,325
|
|
|||
Prepaid expenses and other assets
|
(11,685
|
)
|
|
12,494
|
|
|
1,825
|
|
|||
Accounts payable
|
(6,493
|
)
|
|
(16,613
|
)
|
|
(28,153
|
)
|
|||
Accrued liabilities and other non-current liabilities
|
84,352
|
|
|
(62,360
|
)
|
|
3,763
|
|
|||
Carnegie Mellon University accrued litigation settlement
|
—
|
|
|
—
|
|
|
(736,000
|
)
|
|||
Accrued employee compensation
|
(46,599
|
)
|
|
(11,936
|
)
|
|
18,016
|
|
|||
Deferred income
|
675
|
|
|
(8,557
|
)
|
|
14,072
|
|
|||
Net cash provided by (used in) operating activities
|
596,744
|
|
|
571,113
|
|
|
(358,435
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of available-for-sale securities
|
(14,956
|
)
|
|
(835,494
|
)
|
|
(489,856
|
)
|
|||
Sales of available-for-sale securities
|
623,896
|
|
|
306,822
|
|
|
616,697
|
|
|||
Maturities of available-for-sale securities
|
187,985
|
|
|
426,341
|
|
|
239,557
|
|
|||
Purchases of time deposits
|
(25,000
|
)
|
|
(300,000
|
)
|
|
(275,000
|
)
|
|||
Maturities of time deposits
|
175,000
|
|
|
300,000
|
|
|
125,000
|
|
|||
Purchases of technology licenses
|
(11,540
|
)
|
|
(6,587
|
)
|
|
(10,309
|
)
|
|||
Purchases of property and equipment
|
(75,921
|
)
|
|
(38,551
|
)
|
|
(44,510
|
)
|
|||
Proceeds from sales of property and equipment
|
43,525
|
|
|
12,559
|
|
|
—
|
|
|||
Cash payment for acquisition of Cavium, net of cash and cash equivalents acquired
|
(2,649,465
|
)
|
|
—
|
|
|
—
|
|
|||
Net proceeds from sale of discontinued operations
|
—
|
|
|
165,940
|
|
|
—
|
|
|||
Net proceeds (payments) from sale of business
|
(3,352
|
)
|
|
2,402
|
|
|
—
|
|
|||
Other
|
(2,725
|
)
|
|
6,089
|
|
|
16
|
|
|||
Net cash provided by (used in) investing activities
|
(1,752,553
|
)
|
|
39,521
|
|
|
161,595
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Repurchases of common stock
|
(103,974
|
)
|
|
(527,574
|
)
|
|
(181,564
|
)
|
|||
Proceeds from employee stock plans
|
100,961
|
|
|
180,302
|
|
|
74,219
|
|
|||
Tax withholding paid on behalf of employees for net share settlement
|
(54,939
|
)
|
|
(26,840
|
)
|
|
(16,683
|
)
|
|||
Dividend payments to shareholders
|
(148,081
|
)
|
|
(119,251
|
)
|
|
(122,292
|
)
|
|||
Payments on technology license obligations
|
(69,157
|
)
|
|
(28,503
|
)
|
|
(20,965
|
)
|
|||
Excess tax benefits from share-based compensation
|
—
|
|
|
—
|
|
|
37
|
|
|||
Proceeds from issuance of debt
|
1,892,605
|
|
|
—
|
|
|
—
|
|
|||
Principal payments of debt
|
(756,128
|
)
|
|
—
|
|
|
—
|
|
|||
Payment of equity and debt financing costs
|
(11,550
|
)
|
|
(14,378
|
)
|
|
—
|
|
|||
Net cash provided by (used in) in financing activities
|
849,737
|
|
|
(536,244
|
)
|
|
(267,248
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(306,072
|
)
|
|
74,390
|
|
|
(464,088
|
)
|
|||
Cash and cash equivalents at beginning of the year
|
888,482
|
|
|
814,092
|
|
|
1,278,180
|
|
|||
Cash and cash equivalents at end of the year
|
$
|
582,410
|
|
|
$
|
888,482
|
|
|
$
|
814,092
|
|
•
|
the Company has the intent to sell the security;
|
•
|
it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost base; or
|
•
|
a credit loss exists insofar as the Company does not expect to recover the entire recognized amortized cost of the security.
|
(In thousands)
|
Balance as of February 3,
2018
|
|
Adjustments
|
|
Opening Balance as of February 4, 2018
|
||||||
Consolidated balance sheet:
|
|
|
|
|
|
||||||
Assets
|
|
|
|
|
|
||||||
Accounts receivable, net
|
$
|
280,395
|
|
|
$
|
1,862
|
|
|
$
|
282,257
|
|
Inventory
|
170,039
|
|
|
2,016
|
|
|
172,055
|
|
|||
Other non-current assets
|
148,800
|
|
|
42,116
|
|
|
190,916
|
|
|||
Liabilities and shareholders' equity:
|
|
|
|
|
|
||||||
Accrued liabilities
|
86,958
|
|
|
70,336
|
|
|
157,294
|
|
|||
Deferred income
|
61,237
|
|
|
(58,560
|
)
|
|
2,677
|
|
|||
Retained earnings
|
$
|
1,409,452
|
|
|
$
|
34,218
|
|
|
$
|
1,443,670
|
|
|
February 2, 2019
|
||||||||||
(In thousands)
|
As currently reported
|
|
Adjustments
|
|
Balances without adoption of new revenue standard
|
||||||
Consolidated balance sheet:
|
|
|
|
|
|
||||||
Assets
|
|
|
|
|
|
||||||
Accounts receivable, net
|
$
|
493,122
|
|
|
$
|
—
|
|
|
$
|
493,122
|
|
Inventories
|
276,005
|
|
|
(1,850
|
)
|
|
274,155
|
|
|||
Other non-current assets
|
247,329
|
|
|
(75,079
|
)
|
|
172,250
|
|
|||
Liabilities and shareholders' equity:
|
|
|
|
|
|
||||||
Accrued liabilities
|
330,594
|
|
|
(125,221
|
)
|
|
205,373
|
|
|||
Deferred income
|
4,915
|
|
|
119,252
|
|
|
124,167
|
|
|||
Retained earnings
|
$
|
1,116,495
|
|
|
$
|
(70,960
|
)
|
|
$
|
1,045,535
|
|
|
Year Ended February 2, 2019
|
||||||||||
(In thousands, except per share amounts)
|
As currently reported
|
|
Adjustments
|
|
Balances without adoption of new revenue standard
|
||||||
Consolidated statement of operation:
|
|
|
|
|
|
||||||
Net revenue
|
$
|
2,865,791
|
|
|
$
|
(52,556
|
)
|
|
$
|
2,813,235
|
|
Cost of goods sold
|
1,407,399
|
|
|
(15,814
|
)
|
|
1,391,585
|
|
|||
Net loss
|
(179,094
|
)
|
|
(36,742
|
)
|
|
(215,836
|
)
|
|||
Net loss per share - Basic
|
(0.30
|
)
|
|
(0.06
|
)
|
|
(0.36
|
)
|
|||
Net loss per share - Diluted
|
$
|
(0.30
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.36
|
)
|
|
Year Ended
February 2, 2019
|
|
% of Total
|
|
Year Ended
February 3, 2018
|
|
% of Total
|
|
Year Ended
January 28, 2017
|
|
% of Total
|
|||||||||
Net revenue by product group:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Storage (1)
|
$
|
1,376,697
|
|
|
48
|
%
|
|
$
|
1,254,365
|
|
|
52
|
%
|
|
$
|
1,157,712
|
|
|
50
|
%
|
Networking (2)
|
1,313,439
|
|
|
46
|
%
|
|
961,497
|
|
|
40
|
%
|
|
908,099
|
|
|
40
|
%
|
|||
Other (3)
|
175,655
|
|
|
6
|
%
|
|
193,308
|
|
|
8
|
%
|
|
235,181
|
|
|
10
|
%
|
|||
|
$
|
2,865,791
|
|
|
|
|
$
|
2,409,170
|
|
|
|
|
$
|
2,300,992
|
|
|
|
1)
|
Storage products are comprised primarily of HDD, SSD Controllers, Fibre Channel Adapters and Data Center Storage Solutions.
|
2)
|
Networking products are comprised primarily of Ethernet Switches, Ethernet Transceivers, Ethernet NICs, Embedded Communications and Infrastructure Processors, Automotive Ethernet, Security Adapters and Processors as well as Connectivity products. In addition, this grouping includes a few legacy product lines in which the Company no longer invests, but will generate revenue for several years.
|
3)
|
Other products are comprised of primarily Printer Solutions, Application Processors and others.
|
|
Year Ended
February 2, 2019
|
|
% of Total
|
|
Year Ended
February 3, 2018
|
|
% of Total
|
|
Year Ended
January 28, 2017
|
|
% of Total
|
|||||||||
Net revenue based on destination of shipment:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
China
|
$
|
1,189,928
|
|
|
42
|
%
|
|
$
|
1,205,202
|
|
|
50
|
%
|
|
$
|
1,224,032
|
|
|
53
|
%
|
Malaysia
|
372,817
|
|
|
13
|
%
|
|
388,469
|
|
|
16
|
%
|
|
286,267
|
|
|
12
|
%
|
|||
United States
|
251,905
|
|
|
9
|
%
|
|
42,560
|
|
|
2
|
%
|
|
51,416
|
|
|
2
|
%
|
|||
Philippines
|
235,921
|
|
|
8
|
%
|
|
270,101
|
|
|
11
|
%
|
|
283,345
|
|
|
12
|
%
|
|||
Thailand
|
165,923
|
|
|
6
|
%
|
|
137,662
|
|
|
6
|
%
|
|
113,778
|
|
|
5
|
%
|
|||
Others
|
649,297
|
|
|
22
|
%
|
|
365,176
|
|
|
15
|
%
|
|
342,154
|
|
|
16
|
%
|
|||
|
$
|
2,865,791
|
|
|
|
|
$
|
2,409,170
|
|
|
|
|
$
|
2,300,992
|
|
|
|
|
Year Ended
February 2, 2019
|
|
% of Total
|
|
Year Ended
February 3, 2018
|
|
% of Total
|
|
Year Ended
January 28, 2017
|
|
% of Total
|
|||||||||
Net revenue by customer type:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Direct customers
|
$
|
2,197,209
|
|
|
77
|
%
|
|
$
|
1,888,108
|
|
|
78
|
%
|
|
$
|
1,814,688
|
|
|
79
|
%
|
Distributors
|
668,582
|
|
|
23
|
%
|
|
521,062
|
|
|
22
|
%
|
|
486,304
|
|
|
21
|
%
|
|||
|
$
|
2,865,791
|
|
|
|
|
$
|
2,409,170
|
|
|
|
|
$
|
2,300,992
|
|
|
|
|
Year Ended
|
||||||||||
|
February 2,
2019 |
|
February 3,
2018 |
|
January 28,
2017 |
||||||
Severance and related costs
|
$
|
40,345
|
|
|
$
|
8,247
|
|
|
$
|
32,650
|
|
Facilities and related costs
|
35,831
|
|
|
1,692
|
|
|
6,587
|
|
|||
Other exit-related costs
|
2,050
|
|
|
2,082
|
|
|
5,452
|
|
|||
|
78,226
|
|
|
12,021
|
|
|
44,689
|
|
|||
Release of reserves:
|
|
|
|
|
|
||||||
Severance
|
(1,273
|
)
|
|
(1,612
|
)
|
|
(86
|
)
|
|||
Facilities and related costs
|
—
|
|
|
(258
|
)
|
|
—
|
|
|||
Other exit-related costs
|
—
|
|
|
(340
|
)
|
|
(383
|
)
|
|||
|
|
|
|
|
|
||||||
Impairment and write-off of assets & restructuring (gain):
|
|
|
|
|
|
||||||
Prepaid deposit
|
—
|
|
|
—
|
|
|
45,000
|
|
|||
Technology licenses
|
6,523
|
|
|
174
|
|
|
629
|
|
|||
Equipment and other
|
5,503
|
|
|
(489
|
)
|
|
6,952
|
|
|||
Building sale
|
(12,226
|
)
|
|
(4,246
|
)
|
|
—
|
|
|||
|
$
|
76,753
|
|
|
$
|
5,250
|
|
|
$
|
96,801
|
|
|
November 2016 and Other Restructuring
|
|
July 2018 Restructuring
|
|
|
||||||||||||||||||||||
|
Severance and related costs
|
|
Facilities and related costs
|
|
Other exit-related costs
|
|
Severance and related costs
|
|
Facilities and related costs
|
|
Other exit-related costs
|
|
Total
|
||||||||||||||
Balance at January 28, 2017
|
$
|
17,000
|
|
|
$
|
2,474
|
|
|
$
|
4,625
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,099
|
|
Restructuring charges - continuing operations
|
8,247
|
|
|
1,692
|
|
|
2,082
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,021
|
|
|||||||
Release of reserves - continuing operations
|
(1,612
|
)
|
|
(258
|
)
|
|
(340
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,210
|
)
|
|||||||
Restructuring charges - discontinued operations
|
7,015
|
|
|
9
|
|
|
3,560
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,584
|
|
|||||||
Net cash payments
|
(29,996
|
)
|
|
(3,455
|
)
|
|
(11,364
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44,815
|
)
|
|||||||
Other
|
—
|
|
|
—
|
|
|
1,992
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,992
|
|
|||||||
Balance at February 3, 2018
|
654
|
|
|
462
|
|
|
555
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,671
|
|
|||||||
Restructuring charges - continuing operations
|
—
|
|
|
—
|
|
|
—
|
|
|
40,345
|
|
|
35,831
|
|
|
2,050
|
|
|
78,226
|
|
|||||||
Release of reserves - continuing operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,273
|
)
|
|
—
|
|
|
—
|
|
|
(1,273
|
)
|
|||||||
Net cash payments
|
(654
|
)
|
|
(462
|
)
|
|
(555
|
)
|
|
(26,614
|
)
|
|
(8,927
|
)
|
|
(1,001
|
)
|
|
(38,213
|
)
|
|||||||
Exchange rate adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(55
|
)
|
|
—
|
|
|
—
|
|
|
(55
|
)
|
|||||||
Balance at February 2, 2019
|
—
|
|
|
—
|
|
|
—
|
|
|
12,403
|
|
|
26,904
|
|
|
1,049
|
|
|
40,356
|
|
|||||||
Less: non-current portion
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,654
|
|
|
—
|
|
|
13,654
|
|
|||||||
Current portion
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,403
|
|
|
$
|
13,250
|
|
|
$
|
1,049
|
|
|
$
|
26,702
|
|
Cash consideration to Cavium common stockholders
|
|
$
|
2,819,812
|
|
Common stock (153,376,408 shares of the Company's common
stock at $21.34 per share) |
|
3,273,053
|
|
|
Cash consideration for intrinsic value of vested director stock options and employee accelerated awards attributable to pre-acquisition service
|
|
10,642
|
|
|
Stock consideration for employee accelerated awards attributable to pre-acquisition service
|
|
7,804
|
|
|
Fair value of the replacement equity awards attributable to pre-acquisition service
|
|
50,485
|
|
|
Total merger consideration
|
|
$
|
6,161,796
|
|
|
|
Previously Reported
August 4, 2018
(Provisional)
|
|
Measurement Period Adjustments
|
|
February 2, 2019
|
||||||
Cash and cash equivalents
|
|
$
|
180,989
|
|
|
$
|
—
|
|
|
$
|
180,989
|
|
Accounts receivable
|
|
112,270
|
|
|
—
|
|
|
112,270
|
|
|||
Inventories
|
|
330,778
|
|
|
—
|
|
|
330,778
|
|
|||
Prepaid expense and other current assets
|
|
19,890
|
|
|
—
|
|
|
19,890
|
|
|||
Assets held for sale
|
|
483
|
|
|
—
|
|
|
483
|
|
|||
Property and equipment
|
|
115,428
|
|
|
—
|
|
|
115,428
|
|
|||
Acquired intangible assets
|
|
2,744,000
|
|
|
—
|
|
|
2,744,000
|
|
|||
Other non-current assets
|
|
89,139
|
|
|
—
|
|
|
89,139
|
|
|||
Goodwill
|
|
3,504,302
|
|
|
(3,107
|
)
|
|
3,501,195
|
|
|||
Accounts payable
|
|
(52,383
|
)
|
|
—
|
|
|
(52,383
|
)
|
|||
Accrued liabilities
|
|
(127,837
|
)
|
|
1,830
|
|
|
(126,007
|
)
|
|||
Accrued employee compensation
|
|
(34,813
|
)
|
|
—
|
|
|
(34,813
|
)
|
|||
Deferred income
|
|
(2,466
|
)
|
|
—
|
|
|
(2,466
|
)
|
|||
Current portion of long-term debt
|
|
(6,123
|
)
|
|
—
|
|
|
(6,123
|
)
|
|||
Liabilities held for sale
|
|
(3,032
|
)
|
|
—
|
|
|
(3,032
|
)
|
|||
Long-term debt
|
|
(600,005
|
)
|
|
—
|
|
|
(600,005
|
)
|
|||
Non-current income taxes payable
|
|
(8,365
|
)
|
|
(89
|
)
|
|
(8,454
|
)
|
|||
Deferred tax liabilities
|
|
(84,360
|
)
|
|
1,366
|
|
|
(82,994
|
)
|
|||
Other non-current liabilities
|
|
(16,099
|
)
|
|
—
|
|
|
(16,099
|
)
|
|||
Total merger consideration
|
|
$
|
6,161,796
|
|
|
$
|
—
|
|
|
$
|
6,161,796
|
|
|
|
Year ended
|
||||||
|
|
February 2, 2019
|
|
February 3, 2018
|
||||
Pro forma net revenue
|
|
$
|
3,208,723
|
|
|
$
|
3,393,188
|
|
Pro forma net loss
|
|
$
|
(106,601
|
)
|
|
$
|
(91,355
|
)
|
|
Year Ended
|
||||||
|
February 3, 2018
|
|
January 28, 2017
|
||||
Net revenue
|
$
|
94,137
|
|
|
$
|
115,437
|
|
Cost of goods sold
|
47,499
|
|
|
72,764
|
|
||
Gross Profit
|
46,638
|
|
|
42,673
|
|
||
Operating expenses:
|
|
|
|
||||
Research and development
|
34,530
|
|
|
88,538
|
|
||
Selling, general and administrative
|
6,925
|
|
|
6,415
|
|
||
Total operating expenses
|
41,455
|
|
|
94,953
|
|
||
Income (loss) from discontinued operations before income taxes
|
5,183
|
|
|
(52,280
|
)
|
||
Gain from sale of discontinued operations
|
88,406
|
|
|
—
|
|
||
Provision for income taxes
|
5,900
|
|
|
1,390
|
|
||
Net income (loss) from discontinued operations
|
$
|
87,689
|
|
|
$
|
(53,670
|
)
|
|
February 2,
2019 |
|
February 3,
2018 |
||||
Cash and cash equivalents:
|
|
|
|
||||
Cash
|
$
|
491,646
|
|
|
$
|
620,907
|
|
Cash equivalents:
|
|
|
|
||||
Money market funds
|
16,829
|
|
|
18,503
|
|
||
Time deposits
|
73,935
|
|
|
65,117
|
|
||
U.S. government and agency debt
|
—
|
|
|
51,589
|
|
||
Foreign government and agency debt
|
—
|
|
|
—
|
|
||
Municipal debt securities
|
—
|
|
|
5,290
|
|
||
Corporate debt securities
|
—
|
|
|
127,076
|
|
||
Cash and cash equivalents
|
$
|
582,410
|
|
|
$
|
888,482
|
|
|
February 2,
2019 |
|
February 3,
2018 |
||||
Sales returns
|
$
|
—
|
|
|
$
|
1,516
|
|
Doubtful accounts
|
2,637
|
|
|
984
|
|
||
|
$
|
2,637
|
|
|
$
|
2,500
|
|
|
February 2,
2019 |
|
February 3,
2018 |
||||
Inventories:
|
|
|
|
||||
Work-in-process
|
$
|
162,384
|
|
|
$
|
103,711
|
|
Finished goods
|
113,621
|
|
|
66,328
|
|
||
Inventories
|
$
|
276,005
|
|
|
$
|
170,039
|
|
|
February 2,
2019 |
|
February 3,
2018 |
||||
Property and equipment, net:
|
|
|
|
||||
Machinery and equipment
|
$
|
615,329
|
|
|
$
|
535,416
|
|
Land, buildings, and leasehold improvements
|
287,047
|
|
|
247,675
|
|
||
Computer software
|
105,539
|
|
|
98,253
|
|
||
Furniture and fixtures
|
23,924
|
|
|
21,139
|
|
||
|
1,031,839
|
|
|
902,483
|
|
||
Less: Accumulated depreciation
|
(712,861
|
)
|
|
(700,261
|
)
|
||
Property and equipment, net
|
$
|
318,978
|
|
|
$
|
202,222
|
|
|
February 2,
2019 |
|
February 3,
2018 |
||||
Other non-current assets:
|
|
|
|
||||
Technology and other licenses
|
$
|
125,278
|
|
|
$
|
87,536
|
|
Prepaid ship and debit *
|
75,079
|
|
|
—
|
|
||
Deferred tax assets
|
12,460
|
|
|
20,633
|
|
||
Deferred debt and equity financing costs
|
1,342
|
|
|
17,622
|
|
||
Other
|
33,170
|
|
|
23,009
|
|
||
Other non-current assets
|
$
|
247,329
|
|
|
$
|
148,800
|
|
|
February 2,
2019 |
|
February 3,
2018 |
||||
Accrued liabilities:
|
|
|
|
||||
Contract liabilities
|
$
|
142,378
|
|
|
$
|
—
|
|
Technology license obligations
|
48,018
|
|
|
28,488
|
|
||
Accrued rebates (1)
|
—
|
|
|
9,292
|
|
||
Accrued income tax payable
|
47,079
|
|
|
959
|
|
||
Other
|
93,119
|
|
|
48,219
|
|
||
Accrued liabilities
|
$
|
330,594
|
|
|
$
|
86,958
|
|
|
February 2,
2019 |
|
February 3,
2018 |
||||
Deferred income:
|
|
|
|
||||
Deferred revenue
|
$
|
5,050
|
|
|
$
|
81,896
|
|
Deferred cost of goods sold
|
(135
|
)
|
|
(20,659
|
)
|
||
Deferred income
|
$
|
4,915
|
|
|
$
|
61,237
|
|
|
February 2,
2019 |
|
February 3,
2018 |
||||
Other non-current liabilities:
|
|
|
|
||||
Long-term restructuring liabilities
|
$
|
13,654
|
|
|
$
|
59
|
|
Technology license obligations
|
6,716
|
|
|
34,060
|
|
||
Long-term accrued employee compensation
|
1,246
|
|
|
1,029
|
|
||
Other
|
13,758
|
|
|
1,404
|
|
||
Other non-current liabilities
|
$
|
35,374
|
|
|
$
|
36,552
|
|
|
Unrealized
Gain
(Loss) on
Marketable
Securities (1)
|
|
Unrealized
Gain
(Loss) on
Cash Flow
Hedges (2)
|
|
Total
|
||||||
Balance at January 28, 2017
|
$
|
(801
|
)
|
|
$
|
824
|
|
|
$
|
23
|
|
Other comprehensive income (loss) before reclassifications
|
(1,460
|
)
|
|
2,341
|
|
|
881
|
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(61
|
)
|
|
(3,165
|
)
|
|
(3,226
|
)
|
|||
Net current-period other comprehensive loss, net of tax
|
(1,521
|
)
|
|
(824
|
)
|
|
(2,345
|
)
|
|||
Balance at February 3, 2018
|
(2,322
|
)
|
|
—
|
|
|
(2,322
|
)
|
|||
Other comprehensive loss before reclassifications
|
(733
|
)
|
|
—
|
|
|
(733
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
|
3,055
|
|
|
—
|
|
|
3,055
|
|
|||
Net current-period other comprehensive income, net of tax
|
2,322
|
|
|
—
|
|
|
2,322
|
|
|||
Balance at February 2, 2019
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Year Ended
|
||||||||||
|
February 2,
2019 |
|
February 3,
2018 |
|
January 28,
2017 |
||||||
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
39,156
|
|
|
$
|
746
|
|
|
$
|
363
|
|
Cash paid for income taxes, net
|
$
|
8,143
|
|
|
$
|
11,401
|
|
|
$
|
17,032
|
|
Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
||||||
Non-cash consideration paid for the acquisition of Cavium
|
$
|
3,331,342
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Purchase of software and intellectual property under license obligations
|
$
|
4,221
|
|
|
$
|
59,803
|
|
|
$
|
27,081
|
|
Unsettled trade receivable of available-for-sale securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,742
|
|
Unsettled trade payable of available-for-sale securities
|
$
|
—
|
|
|
$
|
4,497
|
|
|
$
|
15,371
|
|
Unpaid purchase of property and equipment at end of year
|
$
|
8,837
|
|
|
$
|
5,595
|
|
|
$
|
2,547
|
|
Unpaid repurchases of our common shares
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,499
|
|
Unpaid equity and debt financing costs
|
$
|
—
|
|
|
$
|
3,244
|
|
|
$
|
—
|
|
|
February 3, 2018
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Available-for-sale:
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency debt
|
$
|
248,336
|
|
|
$
|
49
|
|
|
$
|
(644
|
)
|
|
$
|
247,741
|
|
Foreign government and agency debt
|
7,004
|
|
|
—
|
|
|
(17
|
)
|
|
6,987
|
|
||||
Municipal debt securities
|
2,734
|
|
|
—
|
|
|
(6
|
)
|
|
2,728
|
|
||||
Corporate debt securities
|
504,609
|
|
|
469
|
|
|
(1,999
|
)
|
|
503,079
|
|
||||
Asset backed securities
|
42,429
|
|
|
3
|
|
|
(177
|
)
|
|
42,255
|
|
||||
Held-to-Maturity:
|
|
|
|
|
|
|
|
||||||||
Time deposits
|
150,000
|
|
|
—
|
|
|
—
|
|
|
150,000
|
|
||||
Total short-term investments
|
955,112
|
|
|
521
|
|
|
(2,843
|
)
|
|
952,790
|
|
||||
Total investments
|
$
|
955,112
|
|
|
$
|
521
|
|
|
$
|
(2,843
|
)
|
|
$
|
952,790
|
|
|
Year Ended
|
||||||||||
|
February 2,
2019 |
|
February 3,
2018 |
|
January 28,
2017 |
||||||
Gross realized gains
|
$
|
371
|
|
|
$
|
186
|
|
|
$
|
2,047
|
|
Gross realized losses
|
(3,437
|
)
|
|
(2,963
|
)
|
|
(547
|
)
|
|||
Total net realized gains (losses)
|
$
|
(3,066
|
)
|
|
$
|
(2,777
|
)
|
|
$
|
1,500
|
|
|
February 3, 2018
|
||||||
|
Amortized
Cost
|
|
Estimated
Fair Value
|
||||
Due in one year or less
|
$
|
554,247
|
|
|
$
|
553,866
|
|
Due between one and five years
|
400,866
|
|
|
398,924
|
|
||
|
$
|
955,113
|
|
|
$
|
952,790
|
|
|
February 3, 2018
|
||||||||||||||||||||||
|
Less than 12 months
|
|
12 months or more
|
|
Total
|
||||||||||||||||||
|
Fair
Value
|
|
Unrealized
Loss
|
|
Fair
Value
|
|
Unrealized
Loss
|
|
Fair
Value
|
|
Unrealized
Loss
|
||||||||||||
U.S. government and agency debt
|
$
|
148,538
|
|
|
$
|
(298
|
)
|
|
$
|
51,332
|
|
|
$
|
(346
|
)
|
|
$
|
199,870
|
|
|
$
|
(644
|
)
|
Foreign government and agency debt
|
3,993
|
|
|
(1
|
)
|
|
2,994
|
|
|
(16
|
)
|
|
6,987
|
|
|
(17
|
)
|
||||||
Municipal debt securities
|
1,969
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
1,969
|
|
|
(6
|
)
|
||||||
Corporate debt securities
|
253,380
|
|
|
(1,514
|
)
|
|
46,805
|
|
|
(485
|
)
|
|
300,185
|
|
|
(1,999
|
)
|
||||||
Asset backed securities
|
37,636
|
|
|
(145
|
)
|
|
2,167
|
|
|
(32
|
)
|
|
39,803
|
|
|
(177
|
)
|
||||||
Total securities
|
$
|
445,516
|
|
|
$
|
(1,964
|
)
|
|
$
|
103,298
|
|
|
$
|
(879
|
)
|
|
$
|
548,814
|
|
|
$
|
(2,843
|
)
|
|
Location of Gains (Losses)
in Statement of Operations
|
|
Amount of Gains (Losses) in Statement
of Operations for the Year Ended
|
||||||||||
|
February 2,
2019 |
|
February 3,
2018 |
|
January 28,
2017 |
||||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
||||||
Forward contracts:
|
Research and development
|
|
$
|
—
|
|
|
$
|
3,223
|
|
|
$
|
737
|
|
|
Selling, general and administrative
|
|
—
|
|
|
723
|
|
|
101
|
|
|||
|
|
|
$
|
—
|
|
|
$
|
3,946
|
|
|
$
|
838
|
|
|
Year Ended
|
||||||||||
Affected Line Item in the Statement of Operations
|
February 2,
2019 |
|
February 3,
2018 |
|
January 28,
2017 |
||||||
Operating costs and expenses:
|
|
|
|
|
|
||||||
Cash flow hedges:
|
|
|
|
|
|
||||||
Research and development
|
$
|
—
|
|
|
$
|
2,564
|
|
|
$
|
467
|
|
Selling, general and administrative
|
—
|
|
|
601
|
|
|
66
|
|
|||
Total
|
$
|
—
|
|
|
$
|
3,165
|
|
|
$
|
533
|
|
|
Fair Value Measurements at February 2, 2019
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Items measured at fair value on a recurring basis:
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
16,829
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,829
|
|
Time deposits
|
—
|
|
|
73,935
|
|
|
—
|
|
|
73,935
|
|
||||
Other non-current assets:
|
|
|
|
|
|
|
|
||||||||
Severance pay fund
|
—
|
|
|
727
|
|
|
—
|
|
|
727
|
|
||||
Total assets
|
$
|
16,829
|
|
|
$
|
74,662
|
|
|
$
|
—
|
|
|
$
|
91,491
|
|
|
Fair Value Measurements at February 3, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Items measured at fair value on a recurring basis:
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
18,503
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,503
|
|
Time deposits
|
—
|
|
|
65,117
|
|
|
—
|
|
|
65,117
|
|
||||
U.S. government and agency debt
|
51,589
|
|
|
—
|
|
|
—
|
|
|
51,589
|
|
||||
Municipal debt securities
|
—
|
|
|
5,290
|
|
|
—
|
|
|
5,290
|
|
||||
Corporate debt securities
|
—
|
|
|
127,076
|
|
|
—
|
|
|
127,076
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Time deposits
|
—
|
|
|
150,000
|
|
|
—
|
|
|
150,000
|
|
||||
U.S. government and agency debt
|
247,741
|
|
|
—
|
|
|
—
|
|
|
247,741
|
|
||||
Foreign government and agency debt
|
—
|
|
|
6,987
|
|
|
—
|
|
|
6,987
|
|
||||
Municipal debt securities
|
—
|
|
|
2,728
|
|
|
—
|
|
|
2,728
|
|
||||
Corporate debt securities
|
—
|
|
|
503,079
|
|
|
—
|
|
|
503,079
|
|
||||
Asset backed securities
|
—
|
|
|
42,255
|
|
|
—
|
|
|
42,255
|
|
||||
Other non-current assets:
|
|
|
|
|
|
|
|
||||||||
Severance pay fund
|
—
|
|
|
896
|
|
|
—
|
|
|
896
|
|
||||
Total assets
|
$
|
317,833
|
|
|
$
|
903,428
|
|
|
$
|
—
|
|
|
$
|
1,221,261
|
|
|
Level 3
|
||
Changes in fair value during the year (pre-tax):
|
|
||
Balance at January 28, 2017
|
$
|
4,615
|
|
Sales, redemption and settlement
|
(4,550
|
)
|
|
Realized loss
|
(65
|
)
|
|
Balance at February 3, 2018
|
—
|
|
|
Sales, redemption and settlement
|
—
|
|
|
Realized loss
|
—
|
|
|
Balance at February 2, 2019
|
$
|
—
|
|
|
|
February 2, 2019
|
||||||||||||
|
|
Gross
Carrying
Amounts
|
|
Accumulated
Amortization
and
Write-Offs
|
|
Net
Carrying
Amounts
|
|
Weighted average remaining amortization period (years)
|
||||||
Developed technologies
|
|
$
|
1,743,000
|
|
|
$
|
(134,167
|
)
|
|
$
|
1,608,833
|
|
|
7.10
|
Customer contracts and related relationships
|
|
465,000
|
|
|
(45,939
|
)
|
|
419,061
|
|
|
8.42
|
|||
Trade names
|
|
23,000
|
|
|
(3,212
|
)
|
|
19,788
|
|
|
3.85
|
|||
Total acquired amortizable intangible assets
|
|
$
|
2,231,000
|
|
|
$
|
(183,318
|
)
|
|
$
|
2,047,682
|
|
|
7.34
|
IPR&D
|
|
513,000
|
|
|
—
|
|
|
513,000
|
|
|
n/a
|
|||
Total acquired intangible assets
|
|
$
|
2,744,000
|
|
|
$
|
(183,318
|
)
|
|
$
|
2,560,682
|
|
|
|
Fiscal Year
|
|
Amount
|
|
|
2020
|
|
$
|
309,701
|
|
2021
|
|
301,580
|
|
|
2022
|
|
293,024
|
|
|
2023
|
|
285,596
|
|
|
2024
|
|
266,982
|
|
|
Thereafter
|
|
590,799
|
|
|
|
|
$
|
2,047,682
|
|
|
|
February 2, 2019
|
||
Face Value Outstanding:
|
|
|
||
Term Loan
|
|
$
|
750,000
|
|
2023 Notes
|
|
500,000
|
|
|
2028 Notes
|
|
500,000
|
|
|
Total borrowings
|
|
$
|
1,750,000
|
|
Less: Unamortized debt discount and issuance cost
|
|
(17,301
|
)
|
|
Net carrying amount of debt
|
|
$
|
1,732,699
|
|
Less: Current portion
|
|
—
|
|
|
Non-current portion
|
|
$
|
1,732,699
|
|
Fiscal year
|
|
Amount
|
||
2020
|
|
$
|
—
|
|
2021
|
|
$
|
—
|
|
2022
|
|
$
|
750,000
|
|
2023
|
|
$
|
—
|
|
2024
|
|
$
|
500,000
|
|
Thereafter
|
|
$
|
500,000
|
|
Fiscal Year
|
Minimum
Operating
Lease
Payments
|
||
2020
|
$
|
43,286
|
|
2021
|
29,866
|
|
|
2022
|
26,612
|
|
|
2023
|
21,272
|
|
|
2024
|
13,690
|
|
|
Thereafter
|
40,100
|
|
|
Total future minimum lease payments
|
$
|
174,826
|
|
Fiscal Year
|
Technology
License
Obligations
|
||
2020
|
$
|
54,846
|
|
2021
|
7,829
|
|
|
Total future minimum lease payments
|
$
|
62,675
|
|
Less: amount representing interest
|
(955
|
)
|
|
Present value of future minimum payments
|
61,720
|
|
|
Less: current portion
|
(54,005
|
)
|
|
Non-current portion
|
$
|
7,715
|
|
|
Shares
Repurchased |
|
Weighted-
Average Price per Share |
|
Amount
Repurchased |
|||||
Cumulative balance at January 30, 2016
|
241,602
|
|
|
$
|
12.70
|
|
|
$
|
3,067,418
|
|
Repurchase of common stock under the stock repurchase program (1)
|
13,303
|
|
|
$
|
13.76
|
|
|
183,064
|
|
|
Cumulative balance at January 28, 2017
|
254,904
|
|
|
$
|
12.75
|
|
|
3,250,481
|
|
|
Repurchase of common stock under the stock repurchase program (2)
|
31,460
|
|
|
$
|
16.72
|
|
|
526,075
|
|
|
Cumulative balance at February 3, 2018
|
286,365
|
|
|
$
|
13.19
|
|
|
3,776,557
|
|
|
Repurchase of common stock under the stock repurchase program (3)
|
6,041
|
|
|
$
|
17.21
|
|
|
103,974
|
|
|
Cumulative balance at February 2, 2019
|
292,406
|
|
|
$
|
13.27
|
|
|
$
|
3,880,531
|
|
|
Year Ended
|
||||||||||
|
February 2,
2019 |
|
February 3,
2018 |
|
January 28,
2017 |
||||||
Continuing operations:
|
|
|
|
|
|
||||||
Cost of goods sold
|
$
|
12,024
|
|
|
$
|
6,646
|
|
|
$
|
8,334
|
|
Research and development
|
108,762
|
|
|
52,127
|
|
|
74,809
|
|
|||
Selling, general and administrative
|
77,309
|
|
|
26,349
|
|
|
18,257
|
|
|||
Share-based compensation - continuing operations
|
$
|
198,095
|
|
|
$
|
85,122
|
|
|
$
|
101,400
|
|
Discontinued operations:
|
|
|
|
|
|
||||||
Cost of goods sold
|
—
|
|
|
(11
|
)
|
|
187
|
|
|||
Research and development
|
—
|
|
|
1,458
|
|
|
11,633
|
|
|||
Selling, general and administrative
|
—
|
|
|
120
|
|
|
750
|
|
|||
Share-based compensation - discontinued operations
|
—
|
|
|
1,567
|
|
|
12,570
|
|
|||
Total share-based compensation
|
$
|
198,095
|
|
|
$
|
86,689
|
|
|
$
|
113,970
|
|
|
Time-Based
|
|
Performance-Based
|
|
Market-Based
|
|
Total
|
|||||||||||||||||||||
|
Number of
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Number of
Shares
|
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Number of
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Number of
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
||||||||||||
Balance at January 30, 2016
|
8,343
|
|
|
$
|
13.57
|
|
|
977
|
|
|
|
$
|
14.43
|
|
|
353
|
|
|
$
|
12.24
|
|
|
9,673
|
|
|
$
|
13.61
|
|
Granted
|
9,139
|
|
|
$
|
9.83
|
|
|
366
|
|
*
|
|
$
|
13.91
|
|
|
612
|
|
*
|
$
|
11.94
|
|
|
10,117
|
|
|
$
|
10.11
|
|
Vested
|
(5,490
|
)
|
|
$
|
13.95
|
|
|
(155
|
)
|
|
|
$
|
14.15
|
|
|
—
|
|
|
$
|
—
|
|
|
(5,645
|
)
|
|
$
|
13.95
|
|
Canceled/Forfeited
|
(2,067
|
)
|
|
$
|
10.69
|
|
|
(875
|
)
|
|
|
$
|
14.45
|
|
|
(406
|
)
|
|
$
|
12.39
|
|
|
(3,348
|
)
|
|
$
|
11.88
|
|
Balance at January 28, 2017
|
9,925
|
|
|
$
|
10.52
|
|
|
313
|
|
|
|
$
|
13.91
|
|
|
559
|
|
|
$
|
11.80
|
|
|
10,797
|
|
|
$
|
10.69
|
|
Granted
|
8,154
|
|
|
$
|
15.33
|
|
|
406
|
|
*
|
|
$
|
14.49
|
|
|
409
|
|
*
|
$
|
15.14
|
|
|
8,969
|
|
|
$
|
15.28
|
|
Vested
|
(5,653
|
)
|
|
$
|
10.86
|
|
|
—
|
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
(5,653
|
)
|
|
$
|
10.86
|
|
Canceled/Forfeited
|
(2,137
|
)
|
|
$
|
11.95
|
|
|
(47
|
)
|
|
|
$
|
13.99
|
|
|
(47
|
)
|
|
$
|
14.71
|
|
|
(2,231
|
)
|
|
$
|
12.05
|
|
Balance at February 3, 2018
|
10,289
|
|
|
$
|
13.84
|
|
|
672
|
|
|
|
$
|
14.25
|
|
|
921
|
|
|
$
|
13.14
|
|
|
11,882
|
|
|
$
|
13.81
|
|
Assumed upon acquisition
|
13,289
|
|
|
$
|
21.02
|
|
|
—
|
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
13,289
|
|
|
$
|
21.02
|
|
Granted
|
7,453
|
|
|
$
|
19.95
|
|
|
340
|
|
*
|
|
$
|
21.12
|
|
|
351
|
|
*
|
$
|
21.36
|
|
|
8,144
|
|
|
$
|
20.06
|
|
Vested
|
(8,827
|
)
|
|
$
|
16.30
|
|
|
—
|
|
|
|
$
|
—
|
|
|
(30
|
)
|
|
$
|
13.08
|
|
|
(8,857
|
)
|
|
$
|
16.28
|
|
Canceled/Forfeited
|
(3,159
|
)
|
|
$
|
19.64
|
|
|
(64
|
)
|
|
|
$
|
16.29
|
|
|
(64
|
)
|
|
$
|
16.52
|
|
|
(3,287
|
)
|
|
$
|
19.51
|
|
Balance at February 2, 2019
|
19,045
|
|
|
$
|
19.15
|
|
|
948
|
|
|
|
$
|
16.58
|
|
|
1,178
|
|
|
$
|
15.40
|
|
|
21,171
|
|
|
$
|
18.82
|
|
*
|
Amounts represent the target number of restricted stock units at grant date. For awards granted to our executive officers, up to
200%
of the target restricted stock units may vest if the maximum level for performance goals is achieved.
|
|
Time-Based Options
|
|
Market-Based Options
|
|
Total
|
|||||||||||||||
|
Number of
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Number of
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Number of
Shares
|
|
Weighted
Average
Exercise
Price
|
|||||||||
Balance at January 30, 2016
|
40,874
|
|
|
$
|
13.59
|
|
|
2,156
|
|
|
$
|
15.43
|
|
|
43,030
|
|
|
$
|
13.68
|
|
Granted
|
2,104
|
|
|
$
|
9.99
|
|
|
—
|
|
|
$
|
—
|
|
|
2,104
|
|
|
$
|
9.99
|
|
Exercised
|
(5,558
|
)
|
|
$
|
10.35
|
|
|
—
|
|
|
$
|
—
|
|
|
(5,558
|
)
|
|
$
|
10.35
|
|
Canceled/Forfeited
|
(12,324
|
)
|
|
$
|
16.44
|
|
|
(2,156
|
)
|
|
$
|
15.43
|
|
|
(14,480
|
)
|
|
$
|
16.29
|
|
Balance at January 28, 2017
|
25,096
|
|
|
$
|
12.61
|
|
|
—
|
|
|
$
|
—
|
|
|
25,096
|
|
|
$
|
12.61
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Exercised
|
(10,305
|
)
|
|
$
|
12.38
|
|
|
—
|
|
|
$
|
—
|
|
|
(10,305
|
)
|
|
$
|
12.38
|
|
Canceled/Forfeited
|
(3,019
|
)
|
|
$
|
14.33
|
|
|
—
|
|
|
$
|
—
|
|
|
(3,019
|
)
|
|
$
|
14.33
|
|
Balance at February 3, 2018
|
11,772
|
|
|
$
|
12.36
|
|
|
—
|
|
|
$
|
—
|
|
|
11,772
|
|
|
$
|
12.36
|
|
Assumed Upon Acquisition
|
3,026
|
|
|
$
|
11.85
|
|
|
|
|
|
$
|
—
|
|
|
3,026
|
|
|
$
|
11.85
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Exercised
|
(4,812
|
)
|
|
$
|
10.93
|
|
|
—
|
|
|
$
|
—
|
|
|
(4,812
|
)
|
|
$
|
10.93
|
|
Canceled/Forfeited
|
(362
|
)
|
|
$
|
13.64
|
|
|
—
|
|
|
$
|
—
|
|
|
(362
|
)
|
|
$
|
13.64
|
|
Balance at February 2, 2019
|
9,624
|
|
|
$
|
12.87
|
|
|
—
|
|
|
$
|
—
|
|
|
9,624
|
|
|
$
|
12.87
|
|
Vested or expected to vest at February 2, 2019
|
9,624
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding Options
|
|
Exercisable Options
|
||||||||||||||||||
Range of
Exercise Prices
|
|
Number of
Shares
(in Thousands)
|
|
Weighted
Average
Remaining
Contractual Term
(in Years)
|
|
Weighted
Average
Exercise Price
|
|
Number of
Shares
(in Thousands)
|
|
Weighted
Average
Exercise Price
|
||||||||||||
$
|
8.23
|
|
|
$
|
10.47
|
|
|
1,510
|
|
|
4.67
|
|
$
|
9.48
|
|
|
1,285
|
|
|
$
|
9.45
|
|
$
|
10.76
|
|
|
$
|
10.76
|
|
|
2,676
|
|
|
4.22
|
|
$
|
10.76
|
|
|
2,674
|
|
|
$
|
10.76
|
|
$
|
10.80
|
|
|
$
|
14.35
|
|
|
2,540
|
|
|
5.62
|
|
$
|
13.64
|
|
|
1,616
|
|
|
$
|
13.29
|
|
$
|
14.45
|
|
|
$
|
15.87
|
|
|
2,348
|
|
|
4.45
|
|
$
|
15.51
|
|
|
2,336
|
|
|
$
|
15.51
|
|
$
|
15.91
|
|
|
$
|
22.27
|
|
|
550
|
|
|
3.25
|
|
$
|
17.55
|
|
|
516
|
|
|
$
|
17.59
|
|
Total
|
|
|
|
9,624
|
|
|
4.66
|
|
$
|
12.87
|
|
|
8,427
|
|
|
$
|
12.78
|
|
|
Year Ended
|
||
|
January 28,
2017 |
||
Time-based Stock Options:
|
|
||
Weighted average fair value
|
$
|
2.92
|
|
Expected volatility
|
40
|
%
|
|
Expected term (in years)
|
5.2
|
|
|
Risk-free interest rate
|
1.3
|
%
|
|
Expected dividend yield
|
2.5
|
%
|
|
Year Ended
|
||||||||||
|
February 2,
2019 |
|
February 3,
2018 |
|
January 28,
2017 |
||||||
Employee Stock Purchase Plan:
|
|
|
|
|
|
||||||
Estimated fair value
|
$
|
4.91
|
|
|
$
|
6.03
|
|
|
$
|
3.83
|
|
Expected volatility
|
33
|
%
|
|
30
|
%
|
|
39
|
%
|
|||
Expected term (in years)
|
1.2
|
|
|
1.2
|
|
|
1.2
|
|
|||
Risk-free interest rate
|
2.6
|
%
|
|
1.6
|
%
|
|
0.7
|
%
|
|||
Expected dividend yield
|
1.4
|
%
|
|
1.1
|
%
|
|
1.9
|
%
|
|
Year Ended
|
|||||||
|
February 2,
2019 |
|
February 3,
2018 |
|
January 28,
2017 |
|||
Total Shareholder Return Awards:
|
|
|
|
|
|
|||
Expected term (in years)
|
2.9
|
|
|
2.9
|
|
|
2.9
|
|
Expected volatility
|
35
|
%
|
|
35
|
%
|
|
36
|
%
|
Average correlation coefficient of peer companies
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
Risk-free interest rate
|
2.5
|
%
|
|
1.4
|
%
|
|
0.9
|
%
|
Expected dividend yield
|
1.1
|
%
|
|
1.6
|
%
|
|
2.1
|
%
|
|
Year Ended
|
||||||||||
|
February 2,
2019 |
|
February 3,
2018 |
|
January 28,
2017 |
||||||
U.S. operations
|
$
|
666,508
|
|
|
$
|
24,377
|
|
|
$
|
30,601
|
|
Non-U.S. operations
|
(671,155
|
)
|
|
426,827
|
|
|
116,828
|
|
|||
|
$
|
(4,647
|
)
|
|
$
|
451,204
|
|
|
$
|
147,429
|
|
|
Year Ended
|
||||||||||
|
February 2,
2019 |
|
February 3,
2018 |
|
January 28,
2017 |
||||||
Current income tax provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
46,519
|
|
|
$
|
776
|
|
|
$
|
8,231
|
|
State
|
5,959
|
|
|
2
|
|
|
180
|
|
|||
Foreign
|
3,322
|
|
|
(2,541
|
)
|
|
19,560
|
|
|||
Total current income tax provision (benefit)
|
55,800
|
|
|
(1,763
|
)
|
|
27,971
|
|
|||
Deferred income tax provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
134,336
|
|
|
10,136
|
|
|
(5,062
|
)
|
|||
State
|
(6,567
|
)
|
|
83
|
|
|
(12
|
)
|
|||
Foreign
|
(9,122
|
)
|
|
9,606
|
|
|
49,711
|
|
|||
Total deferred income tax provision (benefit)
|
118,647
|
|
|
19,825
|
|
|
44,637
|
|
|||
Total provision (benefit) for income taxes
|
$
|
174,447
|
|
|
$
|
18,062
|
|
|
$
|
72,608
|
|
|
February 2,
2019 |
|
February 3,
2018 |
||||
Deferred tax assets:
|
|
|
|
||||
Federal and California research and other tax credits
|
$
|
557,333
|
|
|
$
|
607,726
|
|
Reserves and accruals
|
18,404
|
|
|
16,951
|
|
||
Share-based compensation
|
4,715
|
|
|
2,493
|
|
||
Net operating losses
|
134,598
|
|
|
11,816
|
|
||
Gross deferred tax assets
|
715,050
|
|
|
638,986
|
|
||
Valuation allowance
|
(597,829
|
)
|
|
(618,353
|
)
|
||
Total deferred tax assets
|
117,221
|
|
|
20,633
|
|
||
Total deferred tax liabilities
|
(351,013
|
)
|
|
(52,204
|
)
|
||
Net deferred tax assets (liabilities)
|
$
|
(233,792
|
)
|
|
$
|
(31,571
|
)
|
|
February 2,
2019 |
|
February 3,
2018 |
||||
Non-current deferred tax assets
|
$
|
12,460
|
|
|
$
|
20,633
|
|
Non-current deferred tax liabilities
|
(246,252
|
)
|
|
(52,204
|
)
|
||
Net deferred tax assets (liabilities)
|
$
|
(233,792
|
)
|
|
$
|
(31,571
|
)
|
|
Year Ended
|
|||||||
|
February 2,
2019 |
|
February 3,
2018 |
|
January 28,
2017 |
|||
Provision at U.S. notional statutory rate
|
21.0
|
%
|
|
33.7
|
%
|
|
35.0
|
%
|
Difference in U.S. and non-U.S. tax rates
|
(1,010.9
|
)
|
|
(31.7
|
)
|
|
(26.3
|
)
|
Benefits from utilization of general business credits
|
—
|
|
|
(4.8
|
)
|
|
(28.4
|
)
|
Change in valuation allowance
|
1,961.4
|
|
|
4.7
|
|
|
24.3
|
|
Withholding taxes
|
—
|
|
|
—
|
|
|
34.0
|
|
FIN48
|
(91.2
|
)
|
|
—
|
|
|
—
|
|
Tax effects of global restructuring
|
(2,017.5
|
)
|
|
—
|
|
|
11.4
|
|
R&D Credit - Previously Reserved Tax Benefit Used
|
634.7
|
|
|
—
|
|
|
—
|
|
State Taxes, net of federal benefit
|
348.3
|
|
|
—
|
|
|
—
|
|
Foreign Income Inclusion in US
|
(3,594.8
|
)
|
|
—
|
|
|
—
|
|
Other
|
(4.0
|
)
|
|
2.1
|
|
|
(0.7
|
)
|
Effective tax rate
|
(3,753.0
|
)%
|
|
4.0
|
%
|
|
49.3
|
%
|
|
Year Ended
|
||||||||||
|
February 2,
2019 |
|
February 3,
2018 |
|
January 28,
2017 |
||||||
Unrecognized tax benefits as of the beginning of the period
|
$
|
23,252
|
|
|
$
|
23,793
|
|
|
$
|
29,139
|
|
Increases related to positions related to Cavium
|
131,631
|
|
|
—
|
|
|
—
|
|
|||
Increases related to prior year tax positions
|
1,836
|
|
|
—
|
|
|
2,080
|
|
|||
Decreases related to prior year tax positions
|
(6,259
|
)
|
|
—
|
|
|
|
|
|||
Increases related to current year tax positions
|
11,154
|
|
|
2,776
|
|
|
2,363
|
|
|||
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
|||
Lapse in the statute of limitations
|
(3,198
|
)
|
|
(3,341
|
)
|
|
(6,576
|
)
|
|||
Foreign exchange gain
|
(93
|
)
|
|
24
|
|
|
(3,213
|
)
|
|||
Gross amounts of unrecognized tax benefits as of the end of the period
|
$
|
158,323
|
|
|
$
|
23,252
|
|
|
$
|
23,793
|
|
|
Year Ended
|
||||||||||
|
February 2,
2019 |
|
February 3,
2018 |
|
January 28,
2017 |
||||||
Numerator:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations, net of tax
|
$
|
(179,094
|
)
|
|
$
|
433,142
|
|
|
$
|
74,821
|
|
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
87,689
|
|
|
(53,670
|
)
|
|||
Net income (loss)
|
$
|
(179,094
|
)
|
|
$
|
520,831
|
|
|
$
|
21,151
|
|
Denominator:
|
|
|
|
|
|
||||||
Weighted average shares — basic
|
591,232
|
|
|
498,008
|
|
|
509,738
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Share-based awards
|
—
|
|
|
11,659
|
|
|
7,775
|
|
|||
Weighted average shares — diluted
|
591,232
|
|
|
509,667
|
|
|
517,513
|
|
|||
Income (loss) from continuing operations per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.30
|
)
|
|
$
|
0.87
|
|
|
$
|
0.15
|
|
Diluted
|
$
|
(0.30
|
)
|
|
$
|
0.85
|
|
|
$
|
0.14
|
|
Income (loss) from discontinued operations per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
—
|
|
|
$
|
0.18
|
|
|
$
|
(0.11
|
)
|
Diluted
|
$
|
—
|
|
|
$
|
0.17
|
|
|
$
|
(0.10
|
)
|
Net income (loss) per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.30
|
)
|
|
$
|
1.05
|
|
|
$
|
0.04
|
|
Diluted
|
$
|
(0.30
|
)
|
|
$
|
1.02
|
|
|
$
|
0.04
|
|
|
Year Ended
|
|||||||
|
February 2,
2019 |
|
February 3,
2018 |
|
January 28,
2017 |
|||
Weighted average shares outstanding:
|
|
|
|
|
|
|||
Share-based awards
|
20,435
|
|
|
412
|
|
|
22,642
|
|
•
|
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. Substantially all of the Company’s integrated circuits are manufactured under similar manufacturing processes.
|
•
|
The Company’s organizational structure is based along functional lines. Each of the functional department heads reports directly to the CODM. Shared resources in the Company also report directly to the CODM or to a direct report of the CODM.
|
•
|
The assessments of performance across the Company, including assessment of the Company’s incentive compensation plan, are based largely on operational performance and consolidated financial performance.
|
•
|
The decisions on allocation of resources and other operational decisions are made by the CODM based on his direct involvement with the Company’s operations and product development.
|
|
February 2,
2019 |
|
February 3,
2018 |
||||
Property and equipment, net:
|
|
|
|
||||
United States
|
$
|
228,744
|
|
|
$
|
156,053
|
|
Singapore
|
21,929
|
|
|
15,827
|
|
||
Israel
|
18,754
|
|
|
12,686
|
|
||
China
|
9,950
|
|
|
10,145
|
|
||
India
|
15,322
|
|
|
1,209
|
|
||
Cayman
|
15,740
|
|
|
—
|
|
||
Others
|
8,539
|
|
|
6,302
|
|
||
|
$
|
318,978
|
|
|
$
|
202,222
|
|
|
Fiscal 2019
|
||||||||||||||
|
First
Quarter (1)
|
|
Second
Quarter (1) (2)
|
|
Third
Quarter (1) (2)
|
|
Fourth
Quarter (1) (2)
|
||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||
Net revenue
|
$
|
604,631
|
|
|
$
|
665,310
|
|
|
$
|
851,051
|
|
|
$
|
744,799
|
|
Gross profit
|
$
|
375,693
|
|
|
$
|
377,110
|
|
|
$
|
383,587
|
|
|
$
|
322,002
|
|
Income (loss) from continuing operations, net of tax
|
$
|
128,612
|
|
|
$
|
6,759
|
|
|
$
|
(53,767
|
)
|
|
$
|
(260,698
|
)
|
Income from discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net income (loss)
|
$
|
128,612
|
|
|
$
|
6,759
|
|
|
$
|
(53,767
|
)
|
|
$
|
(260,698
|
)
|
Income (loss) per share from continuing operations:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.26
|
|
|
$
|
0.01
|
|
|
$
|
(0.08
|
)
|
|
$
|
(0.40
|
)
|
Diluted
|
$
|
0.25
|
|
|
$
|
0.01
|
|
|
$
|
(0.08
|
)
|
|
$
|
(0.40
|
)
|
Income per share from discontinued operations:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Diluted
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.26
|
|
|
$
|
0.01
|
|
|
$
|
(0.08
|
)
|
|
$
|
(0.40
|
)
|
Diluted
|
$
|
0.25
|
|
|
$
|
0.01
|
|
|
$
|
(0.08
|
)
|
|
$
|
(0.40
|
)
|
|
Fiscal 2018
|
||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter (3)
|
||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||
Net revenue
|
$
|
572,709
|
|
|
$
|
604,750
|
|
|
$
|
616,302
|
|
|
$
|
615,409
|
|
Gross profit
|
$
|
345,511
|
|
|
$
|
365,178
|
|
|
$
|
377,769
|
|
|
$
|
373,482
|
|
Income from continuing operations, net of tax
|
$
|
99,592
|
|
|
$
|
135,450
|
|
|
$
|
149,337
|
|
|
$
|
48,763
|
|
Income from discontinued operations, net of tax
|
$
|
7,029
|
|
|
$
|
29,809
|
|
|
$
|
50,851
|
|
|
$
|
—
|
|
Net income
|
$
|
106,621
|
|
|
$
|
165,259
|
|
|
$
|
200,188
|
|
|
$
|
48,763
|
|
Income per share from continuing operations:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.20
|
|
|
$
|
0.27
|
|
|
$
|
0.30
|
|
|
$
|
0.10
|
|
Diluted
|
$
|
0.19
|
|
|
$
|
0.26
|
|
|
$
|
0.30
|
|
|
$
|
0.10
|
|
Income per share from discontinued operations:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.01
|
|
|
$
|
0.06
|
|
|
$
|
0.11
|
|
|
$
|
—
|
|
Diluted
|
$
|
0.02
|
|
|
$
|
0.06
|
|
|
$
|
0.10
|
|
|
$
|
—
|
|
Net income per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.21
|
|
|
$
|
0.33
|
|
|
$
|
0.41
|
|
|
$
|
0.10
|
|
Diluted
|
$
|
0.21
|
|
|
$
|
0.32
|
|
|
$
|
0.40
|
|
|
$
|
0.10
|
|
(1)
|
Includes the effect of the adoption of the new revenue recognition standard. Refer to “Note 3 - Revenue.”
|
(2)
|
Includes the effect of the acquisition of Cavium, including its effect on income taxes. Refer to “Note 5 - Business Combination,” and “Note 16 - Income Taxes.”
|
(3)
|
The fourth quarter of fiscal 2018 includes a
$74.4 million
charge for the Luna litigation settlement and related costs.
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
|
|
(1)
|
Includes only options and restricted stock units (outstanding under our equity compensation plans, as no stock warrants or other rights were outstanding as of February 2, 2019).
|
(2)
|
The weighted average exercise price calculation does not take into account any restricted stock units as those units vest, without any cash consideration or other payment required for such shares.
|
(3)
|
Includes our Amended and Restated 1995 Stock Option Plan, our Amended 2000 Employee Stock Purchase Plan (the “2000 ESPP”).
|
(4)
|
The number of shares reserved for issuance under our 2000 ESPP includes an annual increase in shares reserved for issuance equal to the lesser of (i) 8,000,000 shares of Common Stock, or (ii) 1.5% of the outstanding shares of capital stock on such date, or (iii) an amount determined by the Board (provided that the amount approved by the Board shall not be greater than (i) or (ii)).
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Item 15.
|
Exhibits, Financial Statement Schedules
|
(a)
|
The following documents are filed as part of this Annual Report on Form 10-K:
|
1.
|
Financial Statements:
|
2.
|
Financial Statement Schedule:
|
3.
|
Exhibits.
|
Exhibit
No.
|
|
Description
|
|
Form
|
|
File Number
|
|
Incorporated by Reference from Exhibit Number
|
|
Filed with SEC
|
|
|
|
|
|
|
|
|
|
|
|
2.1
|
|
|
8-K
|
|
000-30877
|
|
2.1
|
|
11/20/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
3.1
|
|
|
10-K
|
|
000-30877
|
|
3.1
|
|
03/29/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
|
8-K
|
|
000-30877
|
|
3.1
|
|
11/10/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
3.3
|
|
|
10-Q
|
|
000-30877
|
|
3.5
|
|
06/05/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
3.4
|
|
|
10-Q
|
|
000-30877
|
|
3.2
|
|
06/05/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
3.5
|
|
|
10-Q
|
|
000-30877
|
|
3.4
|
|
06/05/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
|
10-K
|
|
000-30877
|
|
4.1
|
|
03/29/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
4.2
|
|
|
8-K
|
|
000-30877
|
|
4.1
|
|
06/22/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
4.3
|
|
|
|
8-K
|
|
000-30877
|
|
4.2
|
|
06/22/2018
|
|
|
|
|
|
|
|
|
|
|
|
4.4
|
|
|
8-K
|
|
000-30877
|
|
4.3
|
|
06/22/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
4.5
|
|
|
8-K
|
|
000-30877
|
|
4.4
|
|
06/22/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
10.1#
|
|
|
S-1
|
|
333-33086
|
|
10.2
|
|
3/23/2000
|
|
|
|
|
|
|
|
|
|
|
|
|
10.1.1#
|
|
|
S-8
|
|
333-148621
|
|
10.7
|
|
1/11/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2#
|
|
|
10-Q
|
|
000-30877
|
|
10.1
|
|
12/2/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2.1#
|
|
|
10-K
|
|
000-30877
|
|
10.4
|
|
3/29/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3#
|
|
|
8-K
|
|
000-30877
|
|
10.2
|
|
7/2/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3.1#
|
|
|
10-K
|
|
000-30877
|
|
10.20
|
|
4/13/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3.2#
|
|
|
10-K
|
|
000-30877
|
|
10.21
|
|
4/13/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3.3#
|
|
|
8-K
|
|
000-30877
|
|
10.1
|
|
12/17/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3.4#
|
|
|
10-Q
|
|
000-30877
|
|
10.3
|
|
9/3/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3.5#
|
|
|
8-K
|
|
000-30877
|
|
10.2
|
|
9/26/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3.6#
|
|
|
10-K
|
|
000-30877
|
|
10.34
|
|
7/2/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3.7#
|
|
|
8-K
|
|
000-30877
|
|
10.2
|
|
12/17/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3.8#
|
|
|
10-Q
|
|
000-30877
|
|
10.4
|
|
9/3/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3.9#
|
|
|
8-K
|
|
000-30877
|
|
10.1
|
|
12/19/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3.10#
|
|
|
10-Q
|
|
000-30877
|
|
10.2
|
|
6/5/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3.11#
|
|
|
10-K
|
|
000-30877
|
|
10.3.11#
|
|
03/29/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
10.4#
|
|
|
8-K
|
|
000-30877
|
|
10.1
|
|
7/2/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
10.5#
|
|
|
10-K
|
|
000-30877
|
|
10.15
|
|
3/27/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
10.5.1#
|
|
|
8-K
|
|
000-30877
|
|
10.2
|
|
10/25/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
10.5.2#
|
|
|
8-K
|
|
000-30877
|
|
10.2
|
|
7/1/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
10.6#
|
|
|
10-Q
|
|
000-30877
|
|
10.37
|
|
9/6/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
10.7#
|
|
|
8-K
|
|
000-30877
|
|
10.1
|
|
10/10/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
10.8#
|
|
|
8-K
|
|
000-30877
|
|
10.1
|
|
3/7/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
10.9#
|
|
|
8-K
|
|
000-30877
|
|
10.1
|
|
6/20/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
10.10#
|
|
|
8-K
|
|
000-30877
|
|
10.2
|
|
6/20/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
10.11#
|
|
|
10-Q
|
|
000-30877
|
|
10.3
|
|
9/8/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
10.12#
|
|
|
10-Q
|
|
000-30877
|
|
10.4
|
|
9/8/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
10.13#
|
|
|
10-Q
|
|
000-30877
|
|
10.5
|
|
9/8/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
10.14
|
|
|
8-K
|
|
000-30877
|
|
10.1
|
|
4/27/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
10.15#
|
|
|
8-K
|
|
000-30877
|
|
10.1
|
|
8/23/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
10.16#
|
|
|
8-K
|
|
000-30877
|
|
10.1
|
|
10/3/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
10.17#
|
|
|
10-K
|
|
000-30877
|
|
10.22
|
|
03/28/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
1018#
|
|
|
10-K
|
|
000-30877
|
|
10.23
|
|
03/28/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
10.19#
|
|
|
10-Q
|
|
000-30877
|
|
10.1
|
|
06/05/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
10.20#
|
|
|
10-Q
|
|
000-30877
|
|
10.3
|
|
06/05/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
10.21
|
|
|
8-K
|
|
000-30877
|
|
10.1
|
|
11/20/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
10.22#
|
|
|
10-Q
|
|
003-30877
|
|
10.3
|
|
09/12/28
|
|
|
|
|
|
|
|
|
|
|
|
|
10.23#
|
|
|
8-K
|
|
003-30877
|
|
10.1
|
|
06/29/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
10.24
|
|
|
8-K
|
|
003-30877
|
|
10.1
|
|
06/13/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
21.1
|
|
|
|
|
|
|
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
23.1
|
|
|
|
|
|
|
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
24.1
|
|
|
|
|
|
|
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
|
|
|
|
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
|
|
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1*
|
|
|
|
|
|
|
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
32.2*
|
|
|
|
|
|
|
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
#
|
Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
|
*
|
In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report Form 10-K 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.
|
Item 16.
|
Form 10-K Summary
|
|
|
|
|
|
|
|
M
ARVELL
T
ECHNOLOGY
G
ROUP
L
TD
.
|
||
|
|
|
||
Dated: March 28, 2019
|
|
By:
|
|
/
S
/ JEAN HU
|
|
|
|
|
Jean Hu
Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
Name and Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/S/
MATTHEW J. MURPHY
|
|
President and Chief Executive Officer (Principal Executive Officer), Director
|
|
March 28, 2019
|
Matthew J. Murphy
|
|
|
|
|
|
|
|
|
|
/S/
JEAN HU
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
March 28, 2019
|
Jean Hu
|
|
|
|
|
|
|
|
|
|
/S/
WILLEM MEINTJES
|
|
Controller and Chief Accounting Officer (Principal Accounting Officer)
|
|
March 28, 2019
|
Willem Meintjes
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
|
Syed Ali
|
|
|
|
|
|
|
|
|
|
/S/
TUDOR BROWN
|
|
Director
|
|
March 28, 2019
|
Tudor Brown
|
|
|
|
|
|
|
|
|
|
/S/
BRAD BUSS
|
|
Director
|
|
March 28, 2019
|
Brad Buss
|
|
|
|
|
|
|
|
|
|
/S/
EDWARD FRANK
|
|
Director
|
|
March 28, 2019
|
Dr. Edward Frank
|
|
|
|
|
|
|
|
|
|
/S/
RICHARD S. HILL
|
|
Chairman of the Board
|
|
March 28, 2019
|
Richard S. Hill
|
|
|
|
|
|
|
|
|
|
/S/
OLEG KHAYKIN
|
|
Director
|
|
March 28, 2019
|
Oleg Khaykin
|
|
|
|
Name and Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/S/
BETHANY MAYER
|
|
Director
|
|
March 28, 2019
|
Bethany Mayer
|
|
|
|
|
|
|
|
|
|
/S/
DONNA MORRIS
|
|
Director
|
|
March 28, 2019
|
Donna Morris
|
|
|
|
|
|
|
|
|
|
/S/
MICHAEL STRACHAN
|
|
Director
|
|
March 28, 2019
|
Michael Strachan
|
|
|
|
|
|
|
|
|
|
/S/
ROBERT E. SWITZ
|
|
Director
|
|
March 28, 2019
|
Robert E. Switz
|
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|
Balance at
Beginning
of Year
|
|
Additions
|
|
Deductions
|
|
Balance at
End of
Year
|
||||||||
Fiscal year ended February 2, 2019
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts (1)
|
$
|
984,214
|
|
|
$
|
1,637,903
|
|
|
$
|
14,593
|
|
|
$
|
2,636,710
|
|
Deferred tax asset valuation allowance
|
$
|
618,353
|
|
|
$
|
—
|
|
|
$
|
(20,524
|
)
|
|
$
|
597,829
|
|
Fiscal year ended February 3, 2018
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts and sales return reserve
|
$
|
1,384
|
|
|
$
|
2,352
|
|
|
$
|
(1,236
|
)
|
|
$
|
2,500
|
|
Deferred tax asset valuation allowance
|
$
|
456,541
|
|
|
$
|
161,812
|
|
|
$
|
—
|
|
|
$
|
618,353
|
|
Fiscal year ended January 28, 2017
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts and sales return reserve
|
$
|
2,762
|
|
|
$
|
4,456
|
|
|
$
|
(5,834
|
)
|
|
$
|
1,384
|
|
Deferred tax asset valuation allowance
|
$
|
424,914
|
|
|
$
|
31,627
|
|
|
$
|
—
|
|
|
$
|
456,541
|
|
Subsidiary
|
Jurisdiction
|
Cavium India Holdings, LLC
|
Delaware, United States
|
Cavium International
|
Cayman Islands
|
Cavium Israel, Ltd.
|
Israel
|
Cavium Networks (India) Private Limited
|
India
|
Cavium Networks Asia
|
Cayman Islands
|
Cavium Networks International
|
Cayman Islands
|
Cavium Networks International, Inc.
|
Delaware, United States
|
Cavium Networks Korea LLC
|
Korea
|
Cavium Networks LLC
|
Delaware, United States
|
Cavium Networks Singapore Pte. Ltd.
|
Singapore
|
Cavium Networks U.K. Ltd.
|
United Kingdom
|
Cavium Semiconductor Technology (Shanghai) Co. Ltd.
|
China
|
Cavium Taiwan Ltd.
|
Taiwan
|
Cavium UK Ltd.
|
United Kingdom
|
Cavium, LLC
|
Delaware, United States
|
Kinoma, Inc.
|
California, United States
|
Marvell Asia Pte Ltd
|
Singapore
|
Marvell Hong Kong Limited
|
Hong Kong
|
Marvell India Private Limited
|
India
|
Marvell International Ltd.
|
Bermuda
|
Marvell International Technology Ltd.
|
Bermuda
|
Marvell Israel (M.I.S.L) Ltd.
|
Israel
|
Marvell Italia S.r.l.
|
Italy
|
Marvell Japan K.K.
|
Japan
|
Marvell Netherlands B.V.
|
Netherlands
|
Marvell Semiconductor Germany GmbH
|
Germany
|
Marvell Semiconductor Korea, Ltd.
|
Korea
|
Marvell Semiconductor Sdn. Bhd.
|
Malaysia
|
Marvell Semiconductor Technology S.a.r.l.
|
Switzerland
|
Marvell Semiconductor, Ltd.
|
Delaware, United States
|
Marvell Semiconductor, Inc.
|
California, United States
|
Marvell Switzerland S.a.r.l.
|
Switzerland
|
Marvell Taiwan Ltd.
|
Taiwan
|
Marvell Technology (Beijing), Ltd.
|
China
|
Marvell Technology (Chengdu), Ltd.
|
China
|
Marvell Technology (Nanjing), Ltd.
|
China
|
Marvell Technology (Shanghai), Ltd.
|
China
|
Marvell Technology Canada, Inc.
|
Canada
|
Marvell Technology Denmark ApS
|
Denmark
|
Marvell Technology Japan Y.K.
|
Japan
|
Marvell Technology Sweden AB
|
Sweden
|
Marvell Technology Vietnam LLC
|
Vietnam
|
Marvell Technology, Inc.
|
Delaware, United States
|
Marvell UK Limited
|
United Kingdom
|
Marvell World Trade Ltd.
|
Barbados
|
MV Acquisition, Ltd.
|
Bermuda
|
NetXen, Inc.
|
Delaware, United States
|
Nulinear, Ltd.
|
Bermuda
|
PT. Marvell Technology Indonesia
|
Indonesia
|
QLGC Limited (Ireland)
|
Ireland
|
QLogic Hong Kong Ltd.
|
Hong Kong
|
QLogic India Pvt. Ltd.
|
India
|
QLogic International Holdings, Inc.
|
Delaware, United States
|
QLogic International Ltd.
|
Bermuda
|
QLogic Israel Ltd.
|
Israel
|
QLogic LLC
|
Delaware, United States
|
QLogic Storage Network Infrastructure (Beijing) Co. Ltd.
|
China
|
QLogic Switch Products, LLC
|
Minnesota, United States
|
Utopia Capital Holdings, Ltd.
|
Bermuda
|
1.
|
I have reviewed this Annual Report on Form 10-K of Marvell Technology Group Ltd.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 28, 2019
|
By:
|
/s/ MATTHEW J. MURPHY
|
|
|
Matthew J. Murphy
President and Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K of Marvell Technology Group Ltd.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 28, 2019
|
By:
|
/s/ JEAN HU
|
|
|
Jean Hu
Chief Financial Officer
(Principal Financial Officer)
|
(i)
|
the Annual Report of the Registrant on Form 10-K for the fiscal year ended
February 2, 2019
(the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
|
Date: March 28, 2019
|
By:
|
/s/ MATTHEW J. MURPHY
|
|
|
Matthew J. Murphy
President and Chief Executive Officer
(Principal Executive Officer)
|
(i)
|
the Annual Report of the Registrant on Form 10-K for the fiscal year ended
February 2, 2019
(the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
|
Date: March 28, 2019
|
By:
|
/s/ JEAN HU
|
|
|
Jean Hu
Chief Financial Officer
(Principal Financial Officer)
|