Cover Page
Cover Page - USD ($) shares in Millions | 12 Months Ended | ||
Jan. 29, 2022 | Mar. 03, 2022 | Jul. 31, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --01-29 | ||
Document Period End Date | Jan. 29, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 001-40357 | ||
Entity Registrant Name | MARVELL TECHNOLOGY, INC | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-3971597 | ||
Entity Address, Address Line One | 1000 N. West Street, Suite 1200 | ||
Entity Address, City or Town | Wilmington | ||
Entity Address, State or Province | DE | ||
Entity Address, Postal Zip Code | 19801 | ||
City Area Code | 302 | ||
Local Phone Number | 295 - 4840 | ||
Title of 12(b) Security | Common stock, $0.002 par value per share | ||
Trading Symbol | MRVL | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Public Float | $ 49,623,085,335 | ||
Entity Common Stock, Shares Outstanding | 847.8 | ||
Documents Incorporated by Reference | Portions of Part III of this Form 10-K are incorporated by reference from the registrant’s definitive proxy statement for its 2022 annual meeting of stockholders, which will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K. Except with respect to information specifically incorporated by reference in this Form 10-K, the proxy statement is not deemed to be filed as part of this Form 10-K. | ||
Entity Central Index Key | 0001835632 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Jan. 29, 2022 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 34 |
Auditor Name | DELOITTE & TOUCHE LLP |
Auditor Location | San Jose, California |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jan. 29, 2022 | Jan. 30, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 613,533 | $ 748,467 |
Accounts receivable, net | 1,048,583 | 536,668 |
Inventories | 720,331 | 268,228 |
Prepaid expenses and other current assets | 111,003 | 63,782 |
Total current assets | 2,493,450 | 1,617,145 |
Property and equipment, net | 462,773 | 326,125 |
Goodwill | 11,511,129 | 5,336,961 |
Acquired intangible assets, net | 6,153,422 | 2,270,700 |
Deferred tax assets | 493,508 | 672,424 |
Other non-current assets | 994,315 | 541,569 |
Total assets | 22,108,597 | 10,764,924 |
Current liabilities: | ||
Accounts payable | 461,509 | 252,419 |
Accrued liabilities | 622,561 | 435,616 |
Accrued employee compensation | 241,306 | 189,421 |
Short-term debt | 63,166 | 199,641 |
Total current liabilities | 1,388,542 | 1,077,097 |
Long-term debt | 4,484,811 | 993,170 |
Other non-current liabilities | 533,147 | 258,853 |
Total liabilities | 6,406,500 | 2,329,120 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity: | ||
Preferred stock, $0.002 par value; 8,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $0.002 par value; 1,250,000 shares authorized; 846,695 and 675,402 shares issued and outstanding in fiscal 2022 and 2021, respectively | 1,692 | 1,350 |
Additional paid-in capital | 14,209,047 | 6,331,013 |
Retained earnings | 1,491,358 | 2,103,441 |
Total stockholders’ equity | 15,702,097 | 8,435,804 |
Total liabilities and stockholders’ equity | $ 22,108,597 | $ 10,764,924 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jan. 29, 2022 | Jan. 30, 2021 |
Stockholders’ equity: | ||
Preferred stock, par value (in usd per share) | $ 0.002 | $ 0.002 |
Preferred stock, shares authorized (in shares) | 8,000,000 | 8,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.002 | $ 0.002 |
Common stock, shares authorized (in shares) | 1,250,000,000 | 1,250,000,000 |
Common stock, shares issued (in shares) | 846,695,000 | 675,402,000 |
Common stock, shares outstanding (in shares) | 846,695,000 | 675,402,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Income Statement [Abstract] | |||
Net revenue | $ 4,462,383 | $ 2,968,900 | $ 2,699,161 |
Cost of goods sold | 2,398,158 | 1,480,550 | 1,342,220 |
Gross profit | 2,064,225 | 1,488,350 | 1,356,941 |
Operating expenses: | |||
Research and development | 1,424,306 | 1,072,740 | 1,080,391 |
Selling, general and administrative | 955,245 | 467,240 | 464,580 |
Legal settlement | 0 | 36,000 | 0 |
Restructuring related charges | 32,342 | 170,759 | 55,328 |
Total operating expenses | 2,411,893 | 1,746,739 | 1,600,299 |
Operating loss | (347,668) | (258,389) | (243,358) |
Interest income | 750 | 2,599 | 4,816 |
Interest expense | (139,341) | (69,264) | (85,631) |
Other income (loss), net | 2,764 | 2,886 | 1,122,555 |
Interest and other income (loss), net | (135,827) | (63,779) | 1,041,740 |
Income (loss) before income taxes | (483,495) | (322,168) | 798,382 |
Benefit for income taxes | (62,461) | (44,870) | (786,009) |
Net income (loss) | (421,034) | (277,298) | 1,584,391 |
Comprehensive income (loss), net of tax | $ (421,034) | $ (277,298) | $ 1,584,391 |
Net loss per share - Basic (in dollars per share) | $ (0.53) | $ (0.41) | $ 2.38 |
Net loss per share - Diluted (in dollars per share) | $ (0.53) | $ (0.41) | $ 2.34 |
Weighted-average shares: | |||
Basic (in shares) | 796,855 | 668,772 | 664,709 |
Diluted (in shares) | 796,855 | 668,772 | 676,094 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings |
Balance at beginning of period (in shares) at Feb. 02, 2019 | 658,514 | |||
Balance at beginning of period at Feb. 02, 2019 | $ 7,306,410 | $ 1,317 | $ 6,188,598 | $ 1,116,495 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of ordinary shares in connection with equity incentive plans (in shares) | 19,453 | |||
Issuance of common stock in connection with equity incentive plans | 147,053 | $ 40 | 147,013 | |
Tax withholdings related to net share settlement of restricted stock units | (98,293) | (98,293) | ||
Stock-based compensation | 243,937 | 243,937 | ||
Issuance of warrant for common stock | 3,407 | 3,407 | ||
Replacement equity awards attributable to pre-acquisition service | $ 15,520 | 15,520 | ||
Repurchase of common stock (in shares) | (14,486) | (14,486) | ||
Repurchase of common stock | $ (364,272) | $ (29) | (364,243) | |
Cash dividends declared and paid (cumulatively $0.24 per share) | (159,573) | (159,573) | ||
Net income (loss) | 1,584,391 | 1,584,391 | ||
Balance at end of period (in shares) at Feb. 01, 2020 | 663,481 | |||
Balance at end of period at Feb. 01, 2020 | 8,678,580 | $ 1,328 | 6,135,939 | 2,541,313 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of ordinary shares in connection with equity incentive plans (in shares) | 13,172 | |||
Issuance of common stock in connection with equity incentive plans | 86,673 | $ 25 | 86,648 | |
Tax withholdings related to net share settlement of restricted stock units | (108,089) | (108,089) | ||
Stock-based compensation | $ 241,714 | 241,714 | ||
Repurchase of common stock (in shares) | (1,251) | (1,251) | ||
Repurchase of common stock | $ (25,202) | $ (3) | (25,199) | |
Cash dividends declared and paid (cumulatively $0.24 per share) | (160,574) | (160,574) | ||
Net income (loss) | (277,298) | (277,298) | ||
Balance at end of period (in shares) at Jan. 30, 2021 | 675,402 | |||
Balance at end of period at Jan. 30, 2021 | 8,435,804 | $ 1,350 | 6,331,013 | 2,103,441 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of ordinary shares in connection with equity incentive plans (in shares) | 11,646 | |||
Issuance of common stock in connection with equity incentive plans | 84,523 | $ 22 | 84,501 | |
Tax withholdings related to net share settlement of restricted stock units | (299,851) | (299,851) | ||
Stock-based compensation | 473,517 | 473,517 | ||
Issuance of common stock in connection with acquisitions (in shares) | 146,163 | |||
Issuance of common stock in connection with acquisitions | 6,890,079 | $ 293 | 6,889,786 | |
Equity related issuance cost | (8,177) | (8,177) | ||
Replacement equity awards attributable to pre-acquisition service | $ 115,570 | 115,570 | ||
Repurchase of common stock (in shares) | 0 | |||
Repurchase of common stock | $ 0 | |||
Conversion feature of convertible notes | 244,155 | 244,155 | ||
Impact of repurchase of convertible notes (in shares) | 7,115 | |||
Impact of repurchase of convertible notes | 234,347 | $ 14 | 234,333 | |
Conversion of convertible notes to common stock (in shares) | 6,369 | |||
Conversion of convertible notes to common stock | 144,213 | $ 13 | 144,200 | |
Cash dividends declared and paid (cumulatively $0.24 per share) | (191,049) | (191,049) | ||
Net income (loss) | (421,034) | (421,034) | ||
Balance at end of period (in shares) at Jan. 29, 2022 | 846,695 | |||
Balance at end of period at Jan. 29, 2022 | $ 15,702,097 | $ 1,692 | $ 14,209,047 | $ 1,491,358 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Statement of Stockholders' Equity [Abstract] | |||
Cash dividends declared (in dollars per share) | $ 0.24 | $ 0.24 | $ 0.24 |
Cash dividends paid (in dollars per share) | $ 0.24 | $ 0.24 | $ 0.24 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (421,034) | $ (277,298) | $ 1,584,391 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 265,934 | 197,912 | 156,658 |
Stock-based compensation | 460,679 | 241,539 | 242,207 |
Amortization of acquired intangible assets | 979,377 | 443,616 | 368,082 |
Amortization of inventory fair value adjustment associated with acquisitions | 194,273 | 17,284 | 55,826 |
Amortization of deferred debt issuance costs and debt discounts | 21,557 | 10,026 | 6,763 |
Restructuring related impairment charges | 6,200 | 130,903 | 17,571 |
Deferred income taxes | (93,894) | (39,491) | (785,158) |
Gain on sale of business | 0 | 0 | (1,121,709) |
Other expense, net | 69,163 | 24,923 | 26,448 |
Changes in assets and liabilities, net of acquisitions: | |||
Accounts receivable | (409,079) | (44,322) | 11,244 |
Inventories | (291,886) | 29,913 | 12,759 |
Prepaid expenses and other assets | (161,806) | (41,634) | (54,138) |
Accounts payable | 93,157 | 39,663 | 1,658 |
Accrued liabilities and other non-current liabilities | 77,148 | 44,612 | (182,893) |
Accrued employee compensation | 29,579 | 39,641 | 20,588 |
Net cash provided by operating activities | 819,368 | 817,287 | 360,297 |
Cash flows from investing activities: | |||
Sales of available-for-sale securities | 0 | 0 | 18,832 |
Purchases of technology licenses | (17,797) | (12,708) | (4,712) |
Purchases of property and equipment | (169,324) | (106,798) | (81,921) |
Acquisitions, net of cash acquired | (3,554,936) | 0 | (1,071,079) |
Net proceeds from sale of business | 0 | 0 | 1,698,783 |
Other, net | (3,073) | (138) | (1,057) |
Net cash provided by (used in) investing activities | (3,745,130) | (119,644) | 558,846 |
Cash flows from financing activities: | |||
Repurchases of common stock | 0 | (25,202) | (364,272) |
Proceeds from employee stock plans | 84,484 | 86,635 | 147,276 |
Tax withholding paid on behalf of employees for net share settlement | (305,657) | (108,094) | (98,302) |
Dividend payments to stockholders | (191,049) | (160,574) | (159,573) |
Payments on technology license obligations | (134,435) | (100,018) | (72,266) |
Proceeds from issuance of debt | 3,896,096 | 0 | 950,000 |
Principal payments of debt | (526,876) | (250,000) | (1,250,000) |
Payment for repurchases and settlement of convertible notes | (181,207) | 0 | 0 |
Proceeds from capped calls | 160,319 | 0 | 0 |
Payment of equity and debt financing costs | (11,850) | (38,023) | 0 |
Other, net | 1,003 | (1,504) | (6,812) |
Net cash provided by (used in) in financing activities | 2,790,828 | (596,780) | (853,949) |
Net increase (decrease) in cash and cash equivalents | (134,934) | 100,863 | 65,194 |
Cash and cash equivalents at beginning of the year | 748,467 | 647,604 | 582,410 |
Cash and cash equivalents at end of the year | $ 613,533 | $ 748,467 | $ 647,604 |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Jan. 29, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The Company Marvell Technology, Inc., and its subsidiaries (the “Company”), is a leading supplier of infrastructure semiconductor solutions, spanning the data center core to network edge. The Company is a fabless semiconductor supplier of high-performance standard and semi-custom products with core strengths in developing and scaling complex System-on-a-Chip architectures, integrating analog, mixed-signal, and digital signal processing functionality. The Company also leverages leading intellectual property and deep system-level expertise, as well as highly innovative security firmware. The Company's solutions are empowering the data economy and enabling the data center, carrier infrastructure, enterprise networking, consumer, and automotive/industrial end markets. The Company is incorporated in Delaware, United States. Basis of Presentation The Company’s fiscal year is the 52- or 53-week period ending on the Saturday closest to January 31. Accordingly, every fifth or sixth fiscal year will have a 53-week period. The additional week in a 53-week year is added to the fourth quarter, making such quarter consist of 14 weeks. Fiscal 2022, fiscal 2021 and fiscal 2020 each had a 52-week period. Certain prior period amounts have been reclassified to conform to current year presentation. On April 20, 2021, the Company completed its acquisition of Inphi Corporation (“Inphi”) in a cash and stock transaction. Inphi is a global leader in high-speed data movement enabled by optical interconnects. In conjunction with the acquisition transaction, Marvell Technology Group Ltd. and Inphi became wholly owned subsidiaries of the new parent company, Marvell Technology, Inc., on April 20, 2021. The parent company is domiciled in and subject to taxation in the United States. See “Note 4 - Business Combinations”, “Note 5 - Goodwill and Acquired Intangible Assets, Net”, and “Note 14 - Income Taxes” for more information. On October 5, 2021, the Company completed its acquisition of Innovium, Inc. (“Innovium”), a leading provider of networking solutions for cloud and edge data centers, in an all-stock transaction. See “Note 4 - Business Combinations” and “Note 5 - Goodwill and Acquired Intangible Assets, Net” for more information. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Jan. 29, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to performance-based compensation, revenue recognition, provisions for sales returns and allowances, inventory excess and obsolescence, investment fair values, goodwill and other intangible assets, restructuring, income taxes, litigation and other contingencies. Actual results could differ from these estimates, and such differences could affect the results of operations reported in future periods. In the current macroeconomic environment affected by COVID-19, these estimates require increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, these estimates may change materially in future periods. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company accounts and transactions have been eliminated. The functional currency of the Company and its subsidiaries is the U.S. dollar. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents consist of cash on deposit with banks and time deposits. Investments in Equity Securities The Company has equity investments in privately-held companies. If the Company has the ability to exercise significant influence over the investee, but not control, the Company accounts for the investment under the equity method. If the Company does not have the ability to exercise significant influence over the operations of the investee, the Company accounts for the investment under the measurement alternative method. Investments in privately-held companies are included in other non-current assets and subject to impairment review on an ongoing basis. Investments are considered impaired when the fair value is below the investment’s cost basis. This assessment is based on a qualitative and quantitative analysis, including, but not limited to, the investee’s revenue and earnings trends, available cash and liquidity, and the status of the investee’s products and the related market for such products. Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to a significant concentration of credit risk consist principally of cash equivalents and accounts receivable. Cash and cash equivalents are maintained with high-quality financial institutions, the composition and maturities of which are regularly monitored by management. The Company believes that the concentration of credit risk in its trade receivables is substantially mitigated by the Company’s credit evaluation process, relatively short collection terms and the high level of credit worthiness of its customers. For customers including distributors, the Company performs ongoing credit evaluations of their financial conditions and limits the amount of credit extended when deemed necessary based upon payment history and their current credit worthiness, but generally requires no collateral. The Company regularly reviews the allowance for bad debt and doubtful accounts by considering factors such as historical experience, credit quality, reasonable and supportable forecasts, age of the accounts receivable balances and current economic conditions that may affect a customer’s ability to pay. The Company’s accounts receivable was concentrated with six customers at January 29, 2022, who comprise a total of 52% of gross accounts receivable, compared with four customers at January 30, 2021, who represented 53% of gross accounts receivable, respectively. This presentation is at the customer consolidated level. During fiscal 2022, 2021 and 2020, there was no net revenue attributable to a customer, other than one distributor, whose revenues as a percentage of net revenue was 10% or greater of total net revenues. Net revenue attributable to significant distributors whose revenues as a percentage of net revenue was 10% or greater of total net revenues is presented in the following table: Year Ended January 29, 2022 January 30, 2021 February 1, 2020 Distributor: Distributor A 15 % 13 % 12 % The Company continuously monitors the creditworthiness of its distributors and believes these distributors’ sales to diverse end customers and to diverse geographies further serve to mitigate the Company’s exposure to credit risk. Inventories Inventory is stated at the lower of cost or net realizable value, cost being determined under the first-in, first-out method. The total carrying value of the Company’s inventory is reduced for any difference between cost and estimated net realizable value of inventory that is determined to be excess, obsolete or unsellable inventory based upon assumptions about future demand and market conditions. If actual future demand for the Company’s products is less than currently forecasted, the Company may be required to write inventory down below the current carrying value. Once the carrying value of inventory is reduced, it is maintained until the product to which it relates is sold or otherwise disposed. Inventoriable shipping and handling costs are classified as a component of cost of goods sold in the consolidated statements of operations. Property and Equipment, Net Property and equipment, net, are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which ranges from 2 to 7 years for machinery and equipment, and 3 to 4 years for computer software, and furniture and fixtures. Buildings are depreciated over an estimated useful life of 30 years and building improvements are depreciated over estimated useful lives of 15 years. Leasehold improvements are depreciated over the shorter of the remaining lease term or the estimated useful life of the asset. Goodwill Goodwill is recorded when the consideration paid for a business acquisition exceeds the fair value of net tangible and intangible assets acquired. Goodwill is measured and tested for impairment annually on the last business day of the fiscal fourth quarter and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount or the Company may determine to proceed directly to the quantitative impairment test. If the Company assesses qualitative factors and concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount or if the Company determines not to use the qualitative assessment, then a quantitative impairment test is performed. The quantitative impairment test requires comparing the fair value of the reporting unit to its carrying value, including goodwill. The Company has identified that its business operates as a single operating segment and as a single reporting unit for the purpose of goodwill impairment testing. An impairment exists if the fair value of the reporting unit is lower than its carrying value. If the fair value of the reporting unit is lower than its carrying value, the Company would record an impairment loss in the fiscal quarter in which the determination is made. Long-Lived Assets and Intangible Assets The Company assesses the impairment of long-lived assets and intangible assets whenever events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable. The Company estimates the future cash flows, undiscounted and without interest charges, expected to be generated by the assets from its use or eventual disposition. If the sum of the expected undiscounted future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Please see “Note 5 - Goodwill and Acquired Intangible Assets, Net” for further details regarding impairment of acquisition-related identified intangible assets. Acquisition-related identified intangible assets are amortized on a straight-line basis over their estimated economic lives, except for certain customer contracts and related relationships, which are amortized using an accelerated method of amortization over the expected customer lives. In-process research and development (“IPR&D”) is not amortized until the completion of the related development. Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease ROU assets also include any initial direct costs and prepayments less lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. As the Company's leases do not provide an implicit rate, the Company uses its collateralized incremental borrowing rate based on the information available at the lease commencement date, including lease term, in determining the present value of lease payments. Lease expense for these leases is recognized on a straight line basis over the lease term. Foreign Currency Transactions The functional currency of all of the Company’s non-United States (“U.S.”) operations is the U.S. dollar. Monetary accounts maintained in currencies other than the U.S. dollar are re-measured using the foreign exchange rate at the balance sheet date. Operational accounts and nonmonetary balance sheet accounts are measured and recorded at the exchange rate in effect at the date of the transaction. The effects of foreign currency re-measurement are reported in current operations. Revenue Recognition Product revenue is recognized at a point in time when control of the asset is transferred to the customer. Substantially all of the Company's revenue is derived from product sales. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a product to a customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. For product revenue, the performance obligation is deemed to be the delivery of the product and therefore, the revenue is generally recognized upon shipment to customers, net of accruals for estimated sales returns and rebates. These estimates are based on historical returns analysis and other known factors. The Company accounts for rebates by recording reductions to revenue for rebates in the same period that the related revenue is recorded. The amount of these reductions is based upon the terms agreed to with the customer. Product revenue on sales made to distributors is recognized upon shipment, net of estimated variable consideration. Variable consideration primarily consists of price discounts, price protection, rebates, and stock rotation programs and is estimated based on a portfolio approach using the expected value method derived from historical data, current economic conditions, and contractual terms. A portion of the Company's net revenue is derived from sales through third-party logistics providers who maintain warehouses in close proximity to our customer’s facilities. Revenue from sales through these third-party logistics providers is not recognized until the product is pulled from stock by the customer. The Company’s products are generally subject to warranty, which provides for the estimated future costs of replacement upon shipment of the product. The Company’s products carry a standard one-year warranty, with certain exceptions in which the warranty period can extend to more than one year based on contractual agreements. The warranty accrual is estimated primarily based on historical claims compared to historical revenues and assumes that the Company will have to replace products subject to a claim. From time to time, the Company becomes aware of specific warranty situations, and it records specific accruals to cover these exposures. Warranty expenses were not material for the periods presented. Business Combinations The Company allocates the fair value of the purchase consideration of its acquisitions to the tangible assets, liabilities, and intangible assets acquired, including IPR&D, based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. IPR&D is initially capitalized at fair value as an intangible asset with an indefinite life and assessed for impairment thereafter. When an IPR&D project is completed, the IPR&D is reclassified as an amortizable purchased intangible asset and amortized over the asset’s estimated useful life. Acquisition-related expenses and related restructuring costs are recognized separately from the business combination and are expensed as incurred. Advertising Expense Advertising costs are expensed as incurred. The Company recorded $0.8 million, $0.6 million and $0.8 million of advertising costs for fiscal 2022, 2021 and 2020, respectively, included in selling, general and administrative expenses in the consolidated statements of operations. Stock-Based Compensation Stock-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite service vesting period. The Company amortizes stock-based compensation expense for time-based awards under the straight-line attribution method over the vesting period. Stock-based compensation expense for performance-based awards is recognized when it becomes probable that the performance conditions will be met. The Company amortizes stock-based compensation expense for performance-based awards using the accelerated method. The fair value of each restricted stock unit is estimated based on the market price of the Company’s common stock on the date of grant less the expected dividend yield. The Company estimates the fair value of stock purchase awards on the date of grant using the Black Scholes option-pricing model. The fair value of performance-based awards based on total shareholder return (“TSR”) and value creation (“VCA”) awards are estimated on the date of grant using a Monte Carlo simulation model. Forfeitures are recorded when they occur. Previously recognized expense is reversed for the portion of awards forfeited prior to vesting as and when forfeitures occur. Comprehensive Income (Loss) Comprehensive income (loss), net of tax is comprised of net income and net change in unrealized gains and losses on cash flow hedges. For fiscal 2022, 2021 and 2020, there were no reconciling differences between net income (loss) and comprehensive income (loss). Accounting for Income Taxes The Company estimates its income taxes in the jurisdictions in which it operates. This process involves estimating the Company's actual tax exposure together with assessing temporary differences resulting from the differing treatment of certain items for tax return and financial statement purposes. These differences result in deferred tax assets and liabilities, which are included in the Company's consolidated balance sheets. The Company recognizes income taxes using an asset and liability approach. This approach requires the recognition of taxes payable or refundable for the current year, and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company's consolidated financial statements or tax returns. The measurement of current and deferred taxes is based on provisions of the enacted tax law and the effects of future changes in tax laws or rates are not anticipated. Evaluating the need for a valuation allowance on deferred tax assets requires judgment and analysis of all available positive and negative evidence, including recent earnings history and cumulative losses in recent years, reversals of deferred tax liabilities, projected future taxable income, and tax planning strategies to determine whether all or some portion of the deferred tax assets will not be realized. We establish a valuation allowance for deferred tax assets, when it is determined that it is more likely than not that they will not be realized. Valuation allowances have been provided primarily against U.S. and state research and development credits and certain acquired net operating losses and deferred tax assets of foreign subsidiaries. A change in the assessment of the realizability of deferred tax assets may materially impact the Company's tax provision in the period in which a change occurs. Taxes due on Global Intangible Low-Taxed Income (GILTI) inclusions in U.S. are recognized as a current period expense when incurred. As a multinational corporation, the Company conducts its business in many countries and is subject to taxation in many jurisdictions. The taxation of the business is subject to the application of various and sometimes conflicting tax laws and regulations as well as multinational tax conventions. The Company's effective tax rate is highly dependent upon the geographic distribution of the Company's worldwide earnings or losses, the tax laws and regulations in various localities, the availability of tax incentives, tax credits and loss carryforwards, and the effectiveness of the Company's tax planning strategies, including the Company's estimates of the fair value of its intellectual property. The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws themselves are subject to change as a result of changes in fiscal policy, changes in legislation, and the evolution of regulations and court rulings. Consequently, taxing authorities may impose tax assessments or judgments against us that could materially affect the Company's tax liability and/or effective income tax rate. The Company is subject to income tax audits by tax authorities in the jurisdictions in which it operates. The Company recognizes the effect of income tax positions only if these positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is more than 50% likely to be realized. Changes in judgment regarding the recognition or measurement of uncertain tax positions are reflected in the period in which the change occurs. The Company records interest and penalties related to unrecognized tax benefits in income tax expense. The calculation of the Company's tax liabilities involves the inherent uncertainty associated with complex tax laws. The Company believes it has adequately provided for in its financial statements additional taxes that it estimates may be required to be paid as a result of such examinations. While the Company believes that it has adequately provided for all tax positions, amounts asserted by tax authorities could be greater or less than its accrued position. Unpaid tax liabilities, including the interest and penalties, are released pursuant to a final settlement with tax authorities, completion of audit or expiration of various statutes of limitations. The material jurisdictions in which the Company may be subject to potential examination by tax authorities throughout the world include China, India, Israel, Singapore, Germany, and the United States. The recognition and measurement of current taxes payable or refundable, and deferred tax assets and liabilities require that the Company make certain estimates and judgments. Changes to these estimates or judgments may have a material effect on the Company's tax provision in a future period. Recent Accounting Pronouncements Accounting Pronouncements Recently Adopted In December 2019, the FASB issued an accounting standards update that simplifies the accounting for income taxes by eliminating certain exceptions related to the approach for intraperiod tax allocation and modified the methodology for calculating income taxes in an interim period. It also clarifies and simplifies other aspects of the accounting for income taxes. The new standard was adopted by the Company on January 31, 2021 on a prospective basis and did not have a material effect on the Company's consolidated financial statements. Accounting Pronouncements Not Yet Effective In August 2020, the FASB issued an accounting standards update that simplifies the accounting for convertible debt instruments by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the primary contract. The standard requires a convertible debt instrument to be accounted for as a single liability measured at its amortized cost as long as no other features require bifurcation and recognition as derivatives. It also made changes to the disclosures for convertible instruments and earnings-per-share guidance, among other updates. The guidance is effective for the Company beginning in the first quarter of fiscal year 2023, with early adoption permitted and permits the use of either the modified retrospective or fully retrospective method of transition. The Company does not expect the adoption of this guidance to have a material effect on its consolidated financial statements. |
Revenue
Revenue | 12 Months Ended |
Jan. 29, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregation of Revenue The majority of the Company's revenue is generated from sales of the Company’s products. The following table summarizes net revenue disaggregated by end market (in thousands, except percentages): Year Ended % of Total Year Ended % of Total Year Ended % of Total Net revenue by end market: Data center $ 1,784,644 40 % $ 1,040,726 35 % $ 823,841 31 % Carrier infrastructure 820,377 18 % 599,527 20 % 369,901 14 % Enterprise networking 907,736 20 % 636,032 22 % 569,574 21 % Consumer 699,985 16 % 574,627 19 % 845,825 31 % Automotive/industrial 249,641 6 % 117,988 4 % 90,020 3 % $ 4,462,383 100 % $ 2,968,900 100 % $ 2,699,161 100 % The following table summarizes net revenue disaggregated by primary geographical market based on destination of shipment (in thousands, except percentages): Year Ended % of Total Year Ended % of Total Year Ended % of Total Net revenue based on destination of shipment: China $ 1,970,544 44 % $ 1,268,820 43 % $ 1,071,028 40 % United States 484,042 11 % 321,448 11 % 258,827 10 % Thailand 355,296 8 % 251,408 8 % 230,218 9 % Malaysia 275,967 6 % 254,053 9 % 226,358 8 % Japan 222,831 5 % 142,554 5 % 162,399 6 % Singapore 220,809 5 % 107,573 4 % 80,120 3 % Philippines 213,393 5 % 166,734 6 % 221,566 8 % Others 719,501 16 % 456,310 14 % 448,645 16 % $ 4,462,383 $ 2,968,900 $ 2,699,161 These destinations of shipment are not necessarily indicative of the geographic location of the Company's end customers or the country in which the Company's end customers sell devices containing the Company's products. For example, a substantial majority of the shipments made to China relate to sales to non-China based customers that have factories or contract manufacturing operations located within China. The following table summarizes net revenue disaggregated by customer type (in thousands, except percentages): Year Ended % of Total Year Ended % of Total Year Ended % of Total Net revenue by customer type: Direct customers $ 3,314,497 74 % $ 2,213,645 75 % $ 2,041,089 76 % Distributors 1,147,886 26 % 755,255 25 % 658,072 24 % $ 4,462,383 $ 2,968,900 $ 2,699,161 Contract Liabilities Contract liabilities consist of the Company’s obligation to transfer goods or services to a customer for which the Company has received consideration or the amount is due from the customer. Contract liability balances are comprised of deferred revenue. The amount of revenue recognized during the year ended January 29, 2022, that was included in deferred revenue balance at January 30, 2021 was not material. As of the end of a reporting period, some of the performance obligations associated with contracts will have been unsatisfied or only partially satisfied. In accordance with the practical expedients available in the guidance, the Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less. Sales Commissions The Company has elected to apply the practical expedient to expense commissions when incurred as the amortization period is typically one year or less. These costs are recorded in selling, general and administrative expenses in the consolidated statements of operations. |
Business Combinations
Business Combinations | 12 Months Ended |
Jan. 29, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations Innovium On October 5, 2021, the Company completed the acquisition of Innovium, Inc. (“Innovium”), a leading provider of networking solutions for cloud and edge data centers, in an all-stock transaction for total purchase consideration of $1.0 billion attributable to stock consideration of $994.2 million and the fair value of a previously held equity interest of $10.0 million. The Innovium acquisition was primarily intended to allow the Company to immediately participate in the fastest growing segment of the switch market with a cloud-optimized solution. In accordance with the terms of the Agreement and Plan of Merger dated August 2, 2021 (the “Innovium merger agreement”), the Company’s common stock was issued in exchange for all outstanding equity of Innovium, including shares of Innovium’s preferred and common stock, employee equity awards and warrants. The factors contributing to the recognition of goodwill were based upon the Company’s conclusion that there are strategic and synergistic benefits that are expected to be realized from the acquisition. Goodwill recorded for the Innovium acquisition is not expected to be deductible for tax purposes. The following table summarized the total merger consideration (in thousands): Common stock issued or to be issued $ 971,022 Stock consideration for replacement equity awards attributable to pre-combination service 33,224 Total merger consideration $ 1,004,246 The merger consideration allocation set forth herein is preliminary and may be revised with adjustment to goodwill as additional information becomes available during the measurement period from the closing date of the acquisition to finalize such preliminary estimates. Any such revisions or changes may be material. In accordance with U.S. GAAP requirements for business combinations, the Company allocated the fair value of the purchase consideration to the tangible assets, liabilities and intangible assets acquired, including in-process research and development (“IPR&D”), generally based on their estimated fair values. The excess purchase price over those fair values is recorded as goodwill. IPR&D is initially capitalized at fair value as an intangible asset with an indefinite life and assessed for impairment thereafter. When an IPR&D project is completed, the IPR&D is reclassified as an amortizable purchased intangible asset and amortized over the asset’s estimated useful life. The Company’s valuation assumptions of acquired assets and assumed liabilities require significant estimates, especially with respect to intangible assets. Acquisition-related costs are expensed in the periods in which such costs are incurred. See “Note 5 - Goodwill and Acquired Intangible Assets, Net” for additional information. The purchase price allocation is as follows (in thousands): Previously Reported Measurement Period Adjustment January 29, 2022 Cash and cash equivalents $ 60,436 $ — $ 60,436 Inventories 69,991 — 69,991 Goodwill 470,000 (7,612) 462,388 Acquired intangible assets, net 433,000 — 433,000 Other, net (29,181) 7,612 (21,569) Total merger consideration $ 1,004,246 $ — $ 1,004,246 The previously reported provisional amounts presented in the table above pertained to the purchase price allocation reported in the Company’s Form 10-Q for the third quarter ended October 30, 2021. The measurement period adjustment was associated with a change in the estimate of realizability of certain deferred tax assets. The Company does not believe that the measurement period adjustment had a material impact on its consolidated statements of operations, balance sheets, or cash flows in any periods previously reported. The Company incurred total acquisition related costs of $11.9 million which were recorded in selling, general and administrative expense in the consolidated statements of operations. Inphi On April 20, 2021, the Company completed the acquisition of Inphi (the “Inphi acquisition”). Inphi is a global leader in high-speed data movement enabled by optical interconnects. The Inphi acquisition was primarily intended to create an opportunity for the combined company to be uniquely positioned to serve the data-driven world, addressing high growth, attractive end markets such as cloud data center and 5G. In accordance with the terms of the Agreement and Plan of Merger and Reorganization dated as of October 29, 2020, by and among the Company and Inphi (the “Inphi merger agreement”), the Company acquired all outstanding shares of common stock of Inphi for $66 per share in cash and 2.323 shares of the Company’s common stock exchanged for each share of Inphi common stock. The merger consideration paid in cash was funded with a combination of cash on hand and funds from the Company’s debt financing. See “Note 8 - Debt” for additional information. The factors contributing to the recognition of goodwill were based upon the Company’s conclusion that there are strategic and synergistic benefits that are expected to be realized from the acquisition. Goodwill recorded for the Inphi acquisition is not expected to be deductible for tax purposes. The following table summarized the total merger consideration (in thousands): Cash consideration $ 3,673,217 Common stock issued 5,917,811 Stock consideration for replacement equity awards attributable to pre-combination service 82,346 Equity component of convertible debt 244,155 Total merger consideration $ 9,917,529 The merger consideration allocation set forth herein is preliminary and may be revised with adjustment to goodwill as additional information becomes available during the measurement period from the closing date of the acquisition to finalize such preliminary estimates. Any such revisions or changes may be material. In accordance with U.S. GAAP requirements for business combinations, the Company allocated the fair value of the purchase consideration to the tangible assets, liabilities and intangible assets acquired, including IPR&D, generally based on their estimated fair values. The excess purchase price over those fair values is recorded as goodwill. IPR&D is initially capitalized at fair value as an intangible asset with an indefinite life and assessed for impairment thereafter. When an IPR&D project is completed, the IPR&D is reclassified as an amortizable purchased intangible asset and amortized over the asset’s estimated useful life. The Company’s valuation assumptions of acquired assets and assumed liabilities require significant estimates, especially with respect to intangible assets. Acquisition-related costs are expensed in the periods in which such costs are incurred. See “Note 5 - Goodwill and Acquired Intangible Assets, Net” for additional information. The purchase price allocation is as follows (in thousands): Previously Reported Measurement Period Adjustment January 29, 2022 Cash and cash equivalents $ 72,251 $ — $ 72,251 Accounts receivable, net 99,728 — 99,728 Inventories 270,382 — 270,382 Prepaid expenses and other current assets 213,292 — 213,292 Property and equipment, net 98,528 — 98,528 Acquired intangible assets, net 4,420,000 — 4,420,000 Other non-current assets 145,856 (47,073) 98,783 Goodwill 5,628,705 57,528 5,686,233 Accounts payable and accrued liabilities (189,807) (189,807) Convertible debt - short-term (313,664) — (313,664) Convertible debt - long-term (240,317) — (240,317) Other non-current liabilities (287,425) (10,455) (297,880) Total merger consideration $ 9,917,529 $ — $ 9,917,529 The previously reported provisional amounts presented in the table above pertained to the purchase price allocation reported in the Company’s Form 10-Q for the first quarter ended May 1, 2021. The measurement period adjustments were associated with deferred tax liabilities on certain purchased intangible assets, in addition to deferred tax assets as a result of changes in estimates related to finalizing Inphi’s 2020 U.S. tax return. The Company does not believe that the measurement period adjustment had a material impact on its consolidated statements of operations, balance sheets, or cash flows in any periods previously reported. The Company incurred $50.8 million in acquisition related costs which were recorded in selling, general and administrative expense in the consolidated statements of operations. The Company also incurred $39.8 million of aggregate debt financing costs. As of January 29, 2022, $2.5 million is included in short-term debt, and $30.2 million is included in long-term debt on the accompanying consolidated balance sheets. See “Note 8 - Debt” for additional information. Additionally, the Company incurred $8.2 million of equity issuance costs, which were recorded in additional paid-in capital in the consolidated balance sheets. Post acquisition revenue and income (loss) on a standalone basis is impracticable to determine as the Company integrated Inphi into its existing financial systems and operations in the second quarter ended July 31, 2021. Avera On November 5, 2019, the Company completed the acquisition of Avera, the ASIC business of GlobalFoundries. Avera is a leading provider of ASIC semiconductor solutions. The Company acquired Avera to expand its ASIC design capabilities. Total purchase consideration consisted of cash consideration paid to GlobalFoundries of $593.5 million, net of working capital and other adjustments. An additional $90 million in cash would have been paid to acquire additional assets if certain conditions were satisfied. In July 2020, GlobalFoundries and the Company agreed to terminate this requirement to acquire the additional assets. The factors contributing to the recognition of goodwill were based upon the Company's conclusion that there are strategic and synergistic benefits that are expected to be realized from the acquisition. A portion of the goodwill recorded for the Avera acquisition is deductible for tax purposes. The purchase price allocation is as follows (in thousands): Inventories $ 106,465 Prepaid expenses and other current assets 17,495 Property and equipment, net 25,677 Acquired intangible assets, net 379,000 Other non-current assets 6,870 Goodwill 129,998 Accrued liabilities (64,155) Deferred tax liabilities (7,200) Other non-current liabilities (650) $ 593,500 In fiscal year 2020, the Company incurred total acquisition related costs of $5.7 million which were recorded in selling, general and administrative expense in the consolidated statements of operations. Aquantia Corp On September 19, 2019, the Company completed the acquisition of Aquantia. Aquantia is a manufacturer of high-speed transceivers which includes copper and optical physical layer products. The Company acquired Aquantia to further its position in automotive in-vehicle networking and strengthen its multi-gig ethernet PHY portfolio for enterprise infrastructure, data center and access applications. In accordance with the terms of the Agreement and Plan of Merger dated May 6, 2019, by and among the Company and Aquantia (the “Aquantia merger agreement”), the Company acquired all outstanding shares of common stock of Aquantia (the “Aquantia shares”) for $13.25 per share in cash. The merger consideration was funded with a combination of cash on hand and funds from the Company's revolving line of credit (“2018 Revolving Credit Facility”). See “Note 8 - Debt” for additional information. The following table summarizes the total merger consideration (in thousands): Cash consideration $ 486,669 Stock consideration for replacement equity awards attributable to pre-combination service 15,520 Total merger consideration $ 502,189 The factors contributing to the recognition of goodwill were based upon the Company's conclusion that there are strategic and synergistic benefits that are expected to be realized from the acquisition. Goodwill recorded for the Aquantia acquisition is not expected to be deductible for tax purposes. The purchase price allocation is as follows (in thousands): Cash and short-term investments $ 27,914 Inventory 33,900 Goodwill 226,545 Acquired intangible assets 193,000 Other non-current assets 36,172 Accrued liabilities (21,813) Other, net 6,471 $ 502,189 In fiscal year 2020, the Company incurred total acquisition related costs of $5.3 million which were recorded in selling, general and administrative expense in the consolidated statements of operations. Unaudited Supplemental Pro Forma Information The unaudited supplemental pro forma financial information presented below is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the acquisitions had been completed on the date indicated, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon currently available information and certain assumptions the Company believe are reasonable under the circumstances. The following unaudited supplemental pro forma information presents the combined results of operations for each of the periods presented, as if Innovium and Inphi had been acquired as of beginning of fiscal year 2021 and Avera and Aquantia had been acquired as of the beginning of fiscal year 2019. The unaudited supplemental pro forma information includes adjustments to amortization and depreciation for acquired intangible assets and property and equipment, adjustments to stock-based compensation expense, the purchase accounting effect on inventories acquired, interest expense, and transaction costs. For fiscal year 2021, non-recurring pro forma adjustments directly attributable to the Innovium and Inphi acquisitions in the pro forma information presented below included (i) stock-based compensation expense of $46.7 million, (ii) the purchase accounting effect of inventories acquired of $233.0 million, (iii) interest expense of $11.4 million, and (iv) transaction costs of $65.7 million. The unaudited supplemental pro forma information presented below is for informational purposes only and is not necessarily indicative of our consolidated results of operations of the combined business had the Inphi and Innovium acquisitions actually occurred at the beginning of fiscal year 2021 and the Avera and Aquantia acquisitions actually occurred at the beginning of fiscal year 2019 or of the results of our future operations of the combined business. The unaudited supplemental pro forma financial information for the periods presented is as follows (in thousands): Year Ended January 29, January 30, February 1, Pro forma net revenue $ 4,638,476 $ 3,686,021 $ 3,011,550 Pro forma net income (loss) $ (211,900) $ (1,351,400) $ 1,532,594 |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets, Net | 12 Months Ended |
Jan. 29, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangible Assets, Net | Goodwill and Acquired Intangible Assets, Net Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. In connection with the Innovium and Inphi acquisitions on October 5, 2021 and April 20, 2021, respectively, the Company recorded goodwill of $6.1 billion. In January 2022, the Company completed the acquisition of a consulting services entity located in Canada, specialized in providing ASIC/SoC IP core expertise, for purchase consideration of $41.8 million, primarily for the purpose of expanding engineering resources to address customer design opportunities, of which $25.5 million was allocated to goodwill. The carrying value of total goodwill as of January 29, 2022 and January 30, 2021 was $11.5 billion and $5.3 billion, respectively. See “Note 4 - Business Combinations” for discussion of the acquisitions and changes to the carrying value of goodwill. The Company has identified that its business operates as a single operating segment and as a single reporting unit for the purpose of goodwill impairment testing. The Company’s annual test for goodwill impairment as of the last day of the fourth quarter of fiscal 2022 did not result in any impairment charge. There was no activity from acquisitions or divestitures recorded to goodwill in fiscal 2022 and 2021 other than those described above. Acquired Intangible Assets, Net In connection with the Innovium acquisition on October 5, 2021, the Company acquired $433.0 million of intangible assets as follows (in thousands, except for weighted-average useful life as of acquisition date): Preliminary Estimated Asset Fair Value Weighted-Average Useful Life (Years) Developed technology $ 274,000 8.00 Customer contracts and related relationships 66,000 8.00 IPR&D 93,000 n/a $ 433,000 In connection with the Inphi acquisition on April 20, 2021, the Company acquired $4.4 billion of intangible assets as follows (in thousands, except for weighted-average useful life as of acquisition date): Preliminary Estimated Asset Fair Value Weighted-Average Useful Life (Years) Developed technology $ 2,010,000 6.00 Customer contracts and related relationships 1,470,000 6.00 Order backlog 70,000 0.80 Trade name 50,000 5.00 IPR&D 820,000 n/a $ 4,420,000 As of January 29, 2022 and January 30, 2021, net carrying amounts are as follows (in thousands, except for weighted-average remaining amortization period): January 29, 2022 Gross Accumulated Net Weighted -Average Remaining Amortization Period (Years) Developed technologies $ 4,744,100 $ (1,333,696) $ 3,410,404 5.17 Customer contracts and related relationships 2,184,000 (519,622) 1,664,378 5.21 Trade names 73,000 (26,198) 46,802 3.95 Order backlog 70,000 (67,162) 2,838 0.03 Total acquired amortizable intangible assets 7,071,100 (1,946,678) 5,124,422 5.17 IPR&D 1,029,000 — 1,029,000 n/a Total acquired intangible assets $ 8,100,100 $ (1,946,678) $ 6,153,422 January 30, 2021 Gross Accumulated Net Weighted-Average Remaining Amortization Period (Years) Developed technologies $ 2,454,000 $ (724,215) $ 1,729,785 5.54 Customer contracts and related relationships 643,000 (228,845) 414,155 5.62 Trade names 23,000 (14,240) 8,760 2.20 Total acquired amortizable intangible assets 3,120,000 (967,300) 2,152,700 5.54 IPR&D 118,000 — 118,000 n/a Total acquired intangible assets $ 3,238,000 $ (967,300) $ 2,270,700 The Company regularly analyzes the results of its business to determine whether events or circumstances exist that indicate whether the carrying amount of the intangible assets may not be recoverable. During the second quarter of fiscal 2021, impairment charges of $50.3 million related to certain intangible assets acquired from Cavium were recognized as part of restructuring actions. The gross carrying amounts and the accumulated amortization of those impaired intangible assets were excluded from the table above. See “Note 10 - Restructuring” for additional information. The intangible assets are amortized on a straight-line basis over the estimated useful lives, except for certain Cavium customer contracts and related relationships, which are amortized using an accelerated method of amortization over the expected customer lives in order to more closely align with the pattern of realization of economic benefits expected to be obtained. The IPR&D will be accounted for as an indefinite-lived intangible asset and will not be amortized until the underlying projects reach technological feasibility and commercial production at which point the IPR&D will be amortized over the estimated useful life. Useful lives for these IPR&D projects are expected to range between 3 to 10 years. In the event the IPR&D is abandoned, the related assets will be written off. Amortization for acquired intangible assets was $979.4 million, $443.6 million and $368.1 million during the years ended January 29, 2022, January 30, 2021 and February 1, 2020 respectively. The following table presents the estimated future amortization expense of acquired amortizable intangible assets as of January 29, 2022 (in thousands): Fiscal Year Amount 2023 $ 1,050,897 2024 1,039,160 2025 987,134 2026 938,966 2027 787,975 Thereafter 320,290 $ 5,124,422 |
Supplemental Financial Informat
Supplemental Financial Information | 12 Months Ended |
Jan. 29, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Financial Information | Supplemental Financial Information (in thousands) Consolidated Balance Sheets January 29, January 30, Cash and cash equivalents: Cash $ 435,885 $ 633,822 Cash equivalents: Time deposits 177,648 114,645 Cash and cash equivalents $ 613,533 $ 748,467 Short-term, highly liquid investments of $177.6 million and $114.6 million as of January 29, 2022 and January 30, 2021, respectively, included in cash and cash equivalents on the accompanying consolidated balance sheets are not considered as investments because of the short-term maturity of such investments. January 29, January 30, Accounts receivable, net: Accounts receivable $ 1,051,543 $ 538,739 Less: Doubtful accounts (2,960) (2,071) Accounts receivable, net $ 1,048,583 $ 536,668 January 29, January 30, Inventories: Work-in-process $ 578,897 $ 187,351 Finished goods 141,434 80,877 Inventories $ 720,331 $ 268,228 The inventory balance at January 29, 2022 includes $38.7 million related to the remaining inventory fair value adjustment from the Innovium acquisition. January 29, January 30, Property and equipment, net: Machinery and equipment $ 895,309 $ 693,689 Land, buildings, and leasehold improvements 293,579 284,532 Computer software 109,135 103,789 Furniture and fixtures 30,136 26,990 1,328,159 1,109,000 Less: Accumulated depreciation (865,386) (782,875) Property and equipment, net $ 462,773 $ 326,125 The Company recorded depreciation expense of $113.5 million, $95.9 million and $83.4 million for fiscal 2022, 2021 and 2020, respectively. January 29, January 30, Other non-current assets: Technology and other licenses (1) $ 490,178 $ 242,244 Prepaid ship and debit 215,931 131,657 Operating right-of-use assets 142,029 101,411 Prepayments on supply capacity reservation agreements 54,587 — Non-marketable equity investments 30,679 7,646 Other 60,911 58,611 Other non-current assets $ 994,315 $ 541,569 (1) Amortization of technology and other licenses was $149.5 million, $99.3 million and $70.4 million in fiscal 2022, 2021 and 2020, respectively. January 29, January 30, Accrued liabilities: Variable consideration estimates (1) $ 258,614 $ 180,995 Technology license obligations 84,185 71,130 Deferred non-recurring engineering credits 71,169 37,300 Deferred revenue 38,962 16,146 Lease liabilities - current 38,151 32,461 Accrued income tax payable 23,348 2,246 Accrued interest payable 20,116 8,709 Accrued royalty 17,429 12,740 Accrued legal reserve 8,537 50,101 Other 62,050 23,788 Accrued liabilities $ 622,561 $ 435,616 (1) Variable consideration estimates consist of estimated customer returns, price discounts, price protection, rebates, and stock rotation programs. January 29, January 30, Other non-current liabilities: Technology license obligations $ 304,343 $ 86,241 Lease liabilities - non current 140,349 104,417 Non-current income taxes payable 34,963 22,526 Deferred tax liabilities 34,508 22,359 Other 18,984 23,310 Other non-current liabilities $ 533,147 $ 258,853 Accumulated other comprehensive income (loss): During the year ended January 29, 2022, there was no change in accumulated other comprehensive income. The changes in accumulated other comprehensive income (loss) by components for the comparative period are presented in the following table (in thousands): Unrealized Balance at February 1, 2020 $ — Other comprehensive income (loss) before reclassifications 1,214 Amounts reclassified from accumulated other comprehensive income (loss) (1,214) Net current-period other comprehensive loss, net of tax $ — Balance at January 30, 2021 $ — Consolidated Statements of Operations Year Ended January 29, January 30, February 1, Other income, net: Gain on sale of business (1) $ — $ — $ 1,121,709 Currency remeasurement loss (1,113) (1,914) (2,817) Other income 3,877 4,800 3,663 Other Income, net $ 2,764 $ 2,886 $ 1,122,555 (1) On December 6, 2019, the Company completed the divestiture of the Wi-Fi Connectivity business to NXP USA, Inc, a subsidiary of NXP Semiconductors. Based on the terms of the agreement, the Company received sale consideration of $1.7 billion in cash proceeds. In fiscal year 2020, the Company recognized a pre-tax gain on sale of $1.1 billion in conjunction with the divestiture of the Wi-Fi Connectivity business. Consolidated Statements of Cash Flows Year Ended January 29, January 30, February 1, Supplemental Cash Flow Information: Cash paid for interest $ 91,202 $ 54,575 $ 76,506 Cash paid for income taxes, net $ 7,929 $ 14,203 $ 117,529 Non-Cash Investing and Financing Activities: Non-cash consideration paid for the acquisitions $ 7,231,823 $ — $ 15,520 Purchase of software and intellectual property under license obligations $ 325,459 $ 68,807 $ 193,149 Unpaid purchase of property and equipment at end of year $ 20,696 $ 10,061 $ 23,015 Unpaid equity and debt financing costs $ — $ 1,729 $ — |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jan. 29, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value is an exit price representing the amount that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 — Observable inputs that reflect quoted prices for identical assets or liabilities in active markets. Level 2 — Other inputs that are directly or indirectly observable in the marketplace. Level 3 — Unobservable inputs that are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company’s Level 1 assets include marketable equity investments that are classified as other non-current assets and which are valued primarily using quoted market prices. The Company’s Level 2 assets include time deposits, as the market inputs used to value these instruments consist of market yield. In addition, the severance pay fund is classified as Level 2 assets as the valuation inputs are based on quoted prices and market observable data of similar instruments. The tables below set forth, by level, the Company’s assets and liabilities that are measured at fair value on a recurring basis. The tables do not include assets and liabilities that are measured at historical cost or any basis other than fair value (in thousands): Fair Value Measurements at January 29, 2022 Level 1 Level 2 Level 3 Total Items measured at fair value on a recurring basis: Assets Cash equivalents: Time deposits $ — $ 177,648 $ — $ 177,648 Other non-current assets: Marketable equity investments 1,234 — — 1,234 Severance pay fund — 703 — 703 Total assets $ 1,234 $ 178,351 $ — $ 179,585 The carrying value of investments in non-marketable equity securities recorded to fair value on a non-recurring basis is adjusted for observable transactions for identical or similar investments of the same issuer or for impairment. These securities relate to equity investments in privately-held companies. These items measured at fair value on a non-recurring basis are classified as Level 3 in the fair value hierarchy because the value is estimated based on valuation methods using the observable transaction price at the transaction date and other unobservable inputs such as volatility, rights and obligations of the securities held. As of January 29, 2022, non-marketable equity investments had a carrying value of $30.7 million and are included in other non-current assets in the Company’s consolidated balance sheets. Fair Value Measurements at January 30, 2021 Level 1 Level 2 Level 3 Total Items measured at fair value on a recurring basis: Assets Cash equivalents: Time deposits $ — $ 114,645 $ — $ 114,645 Other non-current assets: Severance pay fund — 623 — 623 Total assets $ — $ 115,268 $ — $ 115,268 There were no transfers of assets between levels in either fiscal 2022 or 2021. Fair Value of Debt The Company classified the 2018 Term Loan, the 2020 Term Loans, the 2023 Senior Notes, 2026 Senior Notes, 2028 Senior Notes and 2031 Senior Notes under Level 2 of the fair value measurement hierarchy. The carrying value of the 2020 Term Loans and 2018 Term Loan approximates their fair value as the 2020 Term Loans and 2018 Term Loan are carried at a market observable interest rate that resets periodically. The estimated aggregate fair value of the unsecured senior notes was $3.0 billion at January 29, 2022 and $1.1 billion as at January 30, 2021, and were classified as Level 2 as there are quoted prices from less active markets for the notes. See “Note 8 - Debt” for additional information. |
Debt
Debt | 12 Months Ended |
Jan. 29, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Summary of Borrowings and Outstanding Debt The following table summarizes the Company's outstanding debt at January 29, 2022 and January 30, 2021 (in thousands): January 29, 2022 January 30, 2021 Face Value Outstanding: 2018 Term Loan $ — $ 200,000 2020 Term Loan - 3 Year Tranche 735,000 — 2020 Term Loan - 5 Year Tranche 853,125 — Term Loan Total 1,588,125 200,000 4.200% MTG/MTI 2023 Senior Notes 499,952 500,000 4.875% MTG/MTI 2028 Senior Notes 499,915 500,000 1.650% 2026 Senior Notes 500,000 — 2.450% 2028 Senior Notes 750,000 — 2.950% 2031 Senior Notes 750,000 — Senior Notes Total 2,999,867 1,000,000 Total borrowings $ 4,587,992 $ 1,200,000 Less: Unamortized debt discount and issuance cost (40,015) (7,189) Net carrying amount of debt $ 4,547,977 $ 1,192,811 Less: Current portion (1) 63,166 199,641 Non-current portion $ 4,484,811 $ 993,170 (1) As of January 29, 2022, the current portion of outstanding debt includes the 2020 Term Loan - 5 Year Tranche, which is due within twelve months. The Company intends to repay the amount with operating cash flow. On April 20, 2021, the Company completed its acquisition of Inphi. As part of the acquisition, the Company assumed $15.7 million principal amount of Inphi’s 0.75% convertible senior notes due 2021 (the “Inphi 2021 Convertible Notes”) and $506.0 million principal amount of Inphi’s 0.75% convertible senior notes due 2025 (the “Inphi 2025 Convertible Notes,” and together with the 2021 Notes, the “Inphi Convertible Notes”). As of January 29, 2022, the Inphi Convertible Notes have been settled. See “Note 4 - Business Combinations” for more information. In connection with the acquisition, the Company entered into a series of financing arrangements from December 2020 through April 2021 as summarized below. In April 2021, the Company also terminated a $2.5 billion bridge loan commitment. This bridge loan commitment was provided by the underwriting bankers at the time of the Inphi merger agreement execution in October 2020. The bridge loan was never drawn upon. The Company recognized a write-off of $11.4 million in capitalized debt issuance costs related to the termination of the bridge loan commitment during the year ended January 29, 2022. In December 2020, the Company executed a debt agreement to obtain a 3-year $875.0 million term loan and a 5-year $875.0 million term loan. The Company also executed a debt agreement to obtain a 5-year $750.0 million revolving credit facility in December 2020, replacing its previous $500 million revolving credit facility. On April 12, 2021, the Company completed a debt offering and issued (i) $500.0 million of Senior Notes with a 5-year term due in 2026, (ii) $750.0 million of Senior Notes with a 7-year term due in 2028, and (iii) $750.0 million of Senior Notes with a 10-year term due in 2031. On May 4, 2021, in conjunction with the U.S. domiciliation, the Company exchanged certain existing senior notes due in 2023 and 2028 that were previously issued by the Bermuda-domiciled Marvell Technology Group Ltd. (the “MTG Senior Notes”) with like notes that are now issued by the Delaware-domiciled Marvell Technology, Inc. (the “MTI Senior Notes”). Below is further discussion of the terms of the various debt agreements. 2020 Term Loan Agreement On December 7, 2020, the Company entered into a term loan credit agreement with a lending syndicate led by JP Morgan Chase Bank, N.A (the “2020 Term Loan Agreement”) in order to finance the merger with Inphi. The 2020 Term Loan Agreement provides for borrowings of $1.75 billion consisting of: (i) $875 million loan with a three-year term from the funding date (the “3-Year Tranche Loan”) and (ii) $875 million loan with a five-year term from the funding date (the “5-Year Tranche Loan” and, together with the 3-Year Tranche Loan, the "2020 Term Loans"). The 3-Year Tranche Loan has a stated floating interest rate which equates to reserve-adjusted LIBOR + 125 bps. The effective interest rate for the 3-Year Tranche Loan was 1.675% as of January 29, 2022. The 5-Year Tranche Loan has a stated floating interest rate which equates to reserve-adjusted LIBOR + 137.5 bps. The effective interest rate for the 5-Year Tranche Loan was 1.798% as of January 29, 2022. The 3-Year Tranche Loan does not require any scheduled principal payments prior to final maturity but does permit the Company to make early principal payments without premium or penalty. During the year ended January 29, 2022, the Company repaid $140 million of the principal outstanding of the 3-Year Tranche Loan, and wrote off $1.1 million of associated unamortized debt issuance costs. The 5-year Tranche Loan requires scheduled principal payments at the end of each fiscal quarter equal to (i) 1.25% of the aggregate principal amount on the term funding date for the first four full fiscal quarters following the term loan funding date, (ii) 2.50% of the aggregate principal amount on the term funding date for the fifth through twelfth full fiscal quarters following the term loan funding date, and (iii) 3.75% of the aggregate principal amount on the term funding date for each fiscal quarter following the twelfth full fiscal quarter following the term loan funding date. During the year ended January 29, 2022, the Company repaid $21.9 million of the principal outstanding of the 5-Year Tranche Loan. The 2020 Term Loan Agreement requires that the Company and its subsidiaries comply with covenants relating to customary matters, including with respect to creating or permitting certain liens, entering into sale and leaseback transactions, and consolidating, merging, liquidating or dissolving. It also prohibits subsidiaries of the Company from incurring additional indebtedness, subject to certain exceptions, and requires that the Company maintain a leverage ratio financial covenant as of the end of any fiscal quarter. As of January 29, 2022, the Company has $1.6 billion Term Loan borrowings outstanding, and is in compliance with its debt covenants. 2020 Revolving Credit Facility On December 7, 2020, the Company entered into a revolving line of credit agreement (“2020 Revolving Credit Facility”) with a lending syndicate led by JP Morgan Chase Bank, N.A for borrowings of up to $750 million. Borrowings from the 2020 Revolving Credit Facility are intended for general corporate use, which may include among other things, the financing of acquisitions, the refinancing of other indebtedness and the payment of transaction expenses related to the foregoing. The 2020 Revolving Credit Facility has a five-year term and a stated floating interest rate which equates to reserve-adjusted LIBOR plus an applicable margin. The Company may prepay any borrowings at any time without premium or penalty. As of January 29, 2022, the 2020 Revolving Credit Facility is undrawn and will be available for draw down through December 7, 2025. An unused commitment fee is payable quarterly based on unused balances at a rate that is based on the ratings of the Company's senior unsecured long-term indebtedness. This annual rate was 0.175% at January 29, 2022. On May 4, 2021, the Company drew down $75.0 million on the 2020 Revolving Credit Facility. On July 6, 2021, the Company repaid the outstanding balance of the 2020 Revolving Credit Facility in full. On November 22, 2021, the Company drew down $90.0 million on the 2020 Revolving Credit Facility. On January 24, 2022, the Company repaid the outstanding balance of the 2020 Revolving Credit Facility in full. As of January 29, 2022, the 2020 Revolving Credit Facility is undrawn. The 2020 Revolving Credit Facility requires that the Company and its subsidiaries comply with covenants relating to customary matters. The covenants are consistent with the 2020 Term Loan covenants discussed above. The Company currently carries debt that relies on one-month LIBOR as the benchmark rate. The one-month LIBOR is expected to cease publication after June 30, 2023. To the extent the one-month LIBOR ceases to exist, the 2020 Term Loans and 2020 Revolving Credit Facility agreements contemplate an alternative benchmark rate without the need for any amendment thereto. 2026, 2028, and 2031 Senior Unsecured Notes On April 12, 2021, the Company completed an offering of (i) $500.0 million aggregate principal amount of the Company’s 1.650% Senior Notes due 2026 (the “2026 Senior Notes”), (ii) $750.0 million aggregate principal amount of the Company’s 2.450% Senior Notes due 2028 (the “2028 Senior Notes”) and (iii) $750.0 million aggregate principal amount of the Company’s 2.950% Senior Notes due 2031 (the “2031 Senior Notes,” and, together with the 2026 Senior Notes and the 2028 Senior Notes, the “Senior Notes”). On October 8, 2021, the Senior Notes issued on April 12, 2021 were exchanged for new notes. The terms of the new notes issued in the exchange are substantially identical to the notes issued in April 2021, except that the new notes are registered under the Securities Act of 1933 and the transfer restrictions and registration rights applicable to the Senior Notes issued in April 2021 do not apply to the new notes. The 2026 Senior Notes mature on April 15, 2026, the 2028 Senior Notes mature on April 15, 2028, and the 2031 Senior Notes mature on April 15, 2031. The stated and effective interest rates for the 2026 Senior Notes are 1.650% and 1.839%, respectively. The stated and effective interest rates for the 2028 Senior Notes are 2.450% and 2.554%, respectively. The stated and effective interest rates for the 2031 Senior Notes are 2.950% and 3.043%, respectively. The Company may redeem the Senior Notes, in whole or in part, at any time prior to their respective maturity at the redemption prices set forth in the indenture governing the Senior Notes. In addition, upon the occurrence of a change of control repurchase event (which involves the occurrence of both a change of control and a ratings event involving the Senior Notes being rated below investment grade), the Company will be required to make an offer to repurchase the Senior Notes at a price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest to, but excluding, the repurchase date. The indenture governing the Senior Notes also contains certain limited covenants restricting the Company’s ability to incur certain liens, enter into certain sale and leaseback transactions and merge or consolidate with any other entity or convey, transfer or lease all or substantially all of the Company’s properties or assets to another person, which, in each case, are subject to certain qualifications and exceptions. As of January 29, 2022, the Company had $2.0 billion Senior Notes borrowings outstanding. 2023 and 2028 Senior Unsecured Notes On June 22, 2018, the Company’s Bermuda-based parent company Marvell Technology Group, Ltd. (“MTG”) completed a public offering of (i) $500.0 million aggregate principal amount of 4.200% Senior Notes due 2023 (the “MTG 2023 Notes”) and (ii) $500.0 million aggregate principal amount of 4.875% Senior Notes due 2028 (the “MTG 2028 Notes” and, together with the 2023 Notes, the “MTG Senior Notes”). In April 2021, in conjunction with the Company’s U.S. domiciliation, the Company commenced Exchange Offers on April 19, 2021 for the outstanding $1.0 billion in aggregate principal amount of MTG Senior Notes outstanding in exchange for corresponding senior notes to be issued by the Company’s new U.S. domiciled parent Marvell Technology, Inc. (“MTI”). MTI made an offer to (i) exchange any and all of the outstanding MTG 2023 Notes for up to an aggregate principal amount of $500.0 million of new 4.200% Senior Notes due 2023 issued by MTI (the “MTI 2023 Notes”) and to (ii) exchange any and all of the outstanding MTG 2028 Notes for up to an aggregate principal amount of $500.0 million of new 4.875% Senior Notes due 2028 issued by MTI (the “MTI 2028 Notes” and, together with the MTI 2023 Notes, the “MTI Senior Notes”). Each new series of MTI Senior Notes have the same interest rate, maturity date, redemption terms and interest payment dates and are subject to substantially similar covenants as the corresponding series of the MTG Senior Notes for which they were offered in exchange. The settlement of the Exchange Offers occurred on May 4, 2021 with $433.9 million aggregate principal amount of the MTG 2023 Notes and $479.5 million aggregate principal amount of the MTG 2028 Notes. The exchange was accounted for as a debt modification in accordance with applicable accounting guidance. On December 16, 2021, the MTI Senior Notes issued on May 4, 2021 were exchanged for new notes. The terms of the new notes issued in the exchange are substantially identical to the notes issued in May 2021, except that the new notes are registered under the Securities Act of 1933 and the transfer restrictions and registration rights applicable to the MTI Senior Notes issued in May 2021 do not apply to the new notes. The MTI 2023 Notes mature on June 22, 2023 and the MTI 2028 Notes mature on June 22, 2028. The stated and effective interest rates for the MTI 2023 Notes are 4.200% and 4.502%, respectively. The stated and effective interest rates for the MTI 2028 Notes are 4.875% and 4.988%, respectively. The Company may redeem the MTI Senior Notes, in whole or in part, at any time prior to their maturity at the redemption prices set forth in MTI Senior Notes. In addition, upon the occurrence of a change of control repurchase event (which involves the occurrence of both a change of control and a ratings event involving the MTI Senior Notes being rated below investment grade), the Company will be required to make an offer to repurchase the MTI Senior Notes at a price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest to, but excluding, the repurchase date. The indenture governing the MTI Senior Notes also contains certain limited covenants restricting the Company’s ability to incur certain liens, enter into certain sale and leaseback transactions and merge or consolidate with any other entity or convey, transfer or lease all or substantially all of the Company’s properties or assets to another person, which, in each case, are subject to certain qualifications and exceptions. The MTG 2023 Notes mature on June 22, 2023 and the MTG 2028 Notes mature on June 22, 2028. The stated and effective interest rates for the MTG 2023 Notes are 4.200% and 4.360%, respectively. The stated and effective interest rates for the MTG 2028 Notes are 4.875% and 4.940%, respectively. The Company may redeem the MTG Senior Notes, in whole or in part, at any time prior to their maturity at the redemption prices set forth in MTG Senior Notes. As of January 29, 2022, the Company had $1.0 billion MTG/MTI Senior Notes borrowings outstanding. Inphi Convertible Notes As a result of the Inphi acquisition, the Company assumed all of Inphi’s outstanding convertible notes. Inphi 2021 Convertible Notes In September 2016, Inphi issued $287.5 million of 0.75% convertible senior notes due 2021. The Inphi 2021 Convertible Notes are governed by the terms of an indenture dated September 12, 2016 (the “Inphi 2021 Convertible Notes Indenture”). The Inphi 2021 Convertible Notes matured on September 1, 2021, unless earlier converted or repurchased. Interest on the Inphi 2021 Convertible Notes was payable on March 1 and September 1 of each year. Under the Inphi 2021 Convertible Notes Indenture, on or after March 1, 2021, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their notes at any time. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election. The Inphi 2021 Convertible Notes are not redeemable at the Company’s option prior to maturity. The initial conversion rate at issuance in September 2016 was 17.7508 shares of Inphi common stock per $1,000 principal amount of Inphi 2021 Convertible Notes, which represented an initial conversion price of approximately $56.34 per Inphi share. The conversion rate for the Inphi 2021 Convertible Notes is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain fundamental changes that occur prior to the maturity date, the Company will increase the conversion rate of the Inphi 2021 Convertible Notes for a holder who elects to convert in connection with such a fundamental change in certain circumstances. Upon the occurrence of certain fundamental changes, the holders of the Inphi 2021 Convertible Notes may require the Company to repurchase all or a portion of their Inphi 2021 Convertible Notes for cash at a price equal to 100% of the principal amount of the Inphi 2021 Convertible notes, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The Inphi 2021 Convertible Notes are not redeemable at the Company’s option prior to maturity. As part of the Inphi acquisition, the Company assumed $15.7 million principal amount of Inphi’s 2021 Convertible Notes with a fair value of $48.0 million. The Inphi acquisition constituted a fundamental change under the Inphi 2021 Convertible Notes Indenture. As a result, the Inphi 2021 Convertible Notes were convertible into Inphi conversion units of 17.7522 per $1,000 in principal amount of such notes from April 20, 2021 through June 3, 2021. Based on the terms of the Inphi merger agreement, the holders of the Inphi 2021 Convertible Notes received 41.2384 shares of the Company’s common stock and $1,171.65 in cash per $1,000 in principal amount of such notes upon conversion. From June 4, 2021 through August 31, 2021, the Inphi 2021 Convertible Notes were convertible into Inphi conversion units of 17.7508 per $1,000 in principal amount of such notes. Based on the terms of the Inphi merger agreement, the holders of the Inphi 2021 Convertible Notes would receive 41.2351 shares of the Company’s common stock and $1,171.55 in cash per $1,000 in principal amount of such notes upon conversion. The Company has elected to measure the Inphi 2021 Convertible Notes at fair value. A total of $9.6 million in aggregate principal of the Inphi 2021 Convertible Notes was settled pursuant to the Exchange Agreements (discussed below). Between April 2 0 and September 1, 2021, $6.1 million in aggregate principal of the Inphi 2021 Convertible Notes was converted into 0.2 million shares of the Company’s common stock and $7.1 million in cash pursuant to the contractual terms of the Inphi 2021 Convertible Notes Indenture. The Inphi 2021 Convertible Notes matured on September 1, 2021 and the Company settled the remaining outstanding balance. Inphi 2025 Convertible Notes In April 2020, Inphi issued $506.0 million 0.75% convertible senior notes due 2025. The Inphi 2025 Convertible Notes are governed by an indenture dated April 24, 2020 (the “Inphi 2025 Notes Indenture”). The Inphi 2025 Convertible Notes will mature on April 15, 2025, unless earlier converted or repurchased. Interest on the Inphi 2025 Convertible Notes is payable on April 15 and October 15 of each year. Under the Inphi 2025 Notes Indenture, the Inphi 2025 Convertible Notes are convertible at the option of the holders at any time, prior to the close of business on the business day immediately preceding October 15, 2024, only under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on June 30, 2020 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the Inphi 2025 Notes on each applicable trading day; (ii) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading per $1,000 principal amount of Inphi 2025 Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the common stock and the conversion rate on each such trading day; (iii) if the Company calls any or all of the Inphi 2025 Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (iv) upon the occurrence of specified corporate events. On or after October 15, 2024 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Inphi 2025 Convertible Notes at any time, regardless of the foregoing circumstances. Under the Inphi 2025 Notes Indenture, upon the occurrence of certain fundamental changes, the holders of the Inphi 2025 Convertible Notes may require the Company to repurchase all or a portion of the Inphi 2025 Convertible Notes for cash at a price equal to 100% of the principal amount of the Inphi 2025 Convertible Notes, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The initial conversion rate at issuance in April 2020 was 8.0059 shares of Inphi common stock per $1,000 principal amount of Inphi 2025 Convertible Notes, which represented an initial conversion price of approximately $124.91 per Inphi share. The conversion rate for the Inphi 2025 Convertible Notes is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain fundamental changes that occur prior to the maturity date or following the Company’s issuance of a notice of redemption, the Company will, in certain circumstances, increase the conversion rate of the Inphi 2025 Convertible Notes for a holder who elects to convert in connection with such a fundamental change or notice of redemption, as the case may be. As part of the Inphi acquisition, the Company assumed $506.0 million in principal of Inphi 2025 Convertible Notes with a fair value of $750.2 million. The Inphi acquisition constituted a fundamental change under the Inphi 2025 Convertible Notes Indenture. As a result, the Inphi 2025 Convertible Notes were convertible into Inphi conversion units of 8.595 per $1,000 in principal amount of such notes. Based on the terms of the Inphi merger agreement, the holders of the Inphi 2025 Convertible Notes would receive 19.9662 shares of the Company’s common stock and $567.27 in cash per $1,000 in principal amount of such notes upon conversion. A total of $199.5 million in aggregate principal of the Inphi 2025 Convertible Notes was settled pursuant to the Exchange Agreements (discussed below). Between April 20 and May 1, 2021, $114.0 million in aggregate principal of the Inphi 2025 Convertible Notes was converted pursuant to the contractual terms of the Inphi 2025 Convertible Notes Indenture into 2.3 million shares of the Company’s common stock and $64.7 million in cash. Between May 2, 2021 and June 3, 2021, $192.5 million in aggregate principal of the Inphi 2025 Convertible Notes was converted pursuant to the contractual terms of the Inphi 2025 Convertible Notes Indenture into 3.8 million shares of the Company’s common stock and $109.2 million in cash. In accounting for the Inphi 2025 Convertible Notes as of April 20, 2021, the Company separated the Inphi 2025 Convertible Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the estimated fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the fair value of the Inphi 2025 Convertible Notes as a whole. The fair value of $750.2 million was accordingly allocated between debt for $506.0 million and stockholders’ equity for $244.2 million. As of January 29, 2022, there was no outstanding balance of Inphi 2025 Convertible Notes. Inphi Capped Calls In connection with the issuance of each of the Inphi Convertible Notes, Inphi entered into capped call transactions (the “Inphi 2021 Capped Calls” and the “Inphi 2025 Capped Calls,” collectively, the “Inphi Capped Calls”) in private transactions. Under the Inphi Capped Calls, Inphi purchased capped call options that in aggregate relate to 100% of the total number of shares of the Company’s common stock underlying the Inphi Convertible Notes, with a strike price approximately equal to the conversion price of the Inphi 2021 Convertible Notes and the Inphi 2025 Convertible Notes, respectively, and with a capped price equal to $73.03 per Inphi share and $188.54 per Inphi share, respectively. The purchased Inphi Capped Calls allowed Inphi to receive shares of its common stock and/or cash from counterparties equal to the amounts of common stock and/or cash related to the excess of the market price per share of the common stock, as measured under the terms of the Inphi Capped Calls, over the strike prices of the Inphi Capped Calls during the relevant valuation period. The purchased Inphi Capped Calls were intended to reduce the potential dilution to common stock upon future conversion of the Inphi 2021 Convertible Notes and Inphi 2025 Convertible Notes by effectively increasing the initial conversion price to approximately $73.03 and $188.54, respectively, as well as to offset potential cash payments that Inphi would be required to make in excess of the principal amount of the Inphi Convertible Notes in applicable events. The Inphi Capped Calls were separate transactions entered into by Inphi with the option counterparties, are not part of the terms of the Inphi Convertible Notes, and will not change the holders’ rights under the Inphi Convertible Notes. In connection with the Inphi acquisition, the Company entered into unwind agreements related to the Inphi Capped Calls. Based on the terms of the unwind agreements, the Inphi Capped Calls do not qualify for equity classification. As such, the Company has classified the Inphi Capped Calls as assets and included in “prepaid expenses and other current assets” in the consolidated balance sheet. Under the unwind agreements, the Company and the counterparties agreed to settle a portion of Inphi Capped Calls for a fixed payment of $74.1 million, which were settled on April 23, 2021. The remaining Inphi Capped Calls provide for variable cash settlement based on the Company’s stock price. These capped calls qualify as derivatives and, accordingly, the Company measures these capped calls at fair value, with changes in fair value reported in earnings. The Company reports cash flows from capped calls in cash flows from financing activities. In connection with the Exchange Agreements (discussed below), a portion of the remaining Inphi Capped Calls were settled for $35.5 million on April 29, 2021. As of January 29, 2022, there was no outstanding balance of Inphi Capped Calls. Exchange Agreements On April 20, 2021, the Company entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with a limited number of holders (“Noteholders”) of the Inphi Convertible Notes. Under the terms of the Exchange Agreements, the Noteholders agreed to exchange approximately $9.6 million in aggregate principal amount of Inphi 2021 Convertible Notes and $199.5 million in aggregate principal amount of Inphi 2025 Convertible Notes for a number of shares of the Company’s common stock that was partially based on a trailing daily volume-weighted average of the Company’s stock price. The Exchange Agreements were accounted for as liabilities and measured at fair value, with changes in fair value recorded in earnings. For the three months ended May 1, 2021, the Company recognized interest expense of $5.0 million on the remeasurement of the Exchange Agreements in its consolidated statements of operations. The Exchange Agreements were settled on April 29, 2021. In exchange for $9.6 million and $199.5 million in aggregate principal of the Inphi 2021 Convertible Notes and Inphi 2025 Convertible Notes, respectively, the Company issued a total of 7.1 million shares of its common stock to the Noteholders. 2018 Term Loan and 2018 Revolving Credit Facility On June 13, 2018, the Company entered into a credit agreement (“2018 Credit Agreement”) with twelve lenders. The Credit Agreement provided for borrowings of: (i) up to $500.0 million in the form of a revolving line of credit (the “2018 Revolving Credit Facility”) and (ii) $900.0 million in the form of a term loan (the “2018 Term Loan”). On December 7, 2020, the 2018 Revolving Credit Facility under the 2018 Credit Agreement was terminated and replaced by the 2020 Revolving Credit Facility. On April 6, 2021, the 2018 Term Loan borrowings were repaid in full. Interest Expense and Future Contractual Maturities During fiscal 2022 and fiscal 2021, the Company recognized $119.0 million and $56.8 million of interest expense, respectively, in its consolidated statements of operations related to interest, amortization of debt issuance costs and accretion of discount associated with the outstanding term loans and senior notes. As of January 29, 2022, the aggregate future contractual maturities of the Company's outstanding debt, at face value, were as follows (in thousands): Fiscal Year Amount 2023 $ 65,625 2024 587,452 2025 844,375 2026 131,250 2027 959,375 Thereafter 1,999,915 Total $ 4,587,992 |
Leases
Leases | 12 Months Ended |
Jan. 29, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company's leases primarily include facility leases and data center leases, which are all classified as operating leases. For data center leases, the Company elected the practical expedient to account for the lease and non-lease component as a single lease component. Lease expense and supplemental cash flow information are as follows (in thousands): Year Ended January 29, January 30, February 1, Operating lease expense $ 61,700 $ 47,819 $ 49,679 Cash paid for amounts included in the measurement of operating lease liabilities $ 45,078 $ 36,849 $ 33,161 Right-of-use assets obtained in exchange for lease obligation $ 95,363 $ 26,605 $ 28,928 The effect of operating lease right-of-use asset amortization of $28.9 million, $21.6 million and $20.4 million is included in changes in Other expense, net in the cash provided by operating activities section on the consolidated statements of cash flows for the fiscal year ended January 29, 2022, January 30, 2021, and February 1, 2020, respectively. The aggregate future lease payments for operating leases as of January 29, 2022 are as follows (in thousands): Fiscal Year Operating Leases Sublease Income 2023 $ 43,673 $ (4,770) 2024 35,285 (5,386) 2025 26,042 (5,547) 2026 22,059 (5,714) 2027 20,822 (5,885) Thereafter 40,924 (10,444) Total lease payments 188,805 (37,746) Less: imputed interest 10,305 Present value of lease liabilities $ 178,500 Average lease terms and discount rates were as follows: Year Ended January 29, January 30, Weighted-average remaining lease term (years) 5.95 5.11 Weighted-average discount rate 2.47 % 3.85% |
Restructuring
Restructuring | 12 Months Ended |
Jan. 29, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring The following table provides a summary of restructuring related charges as presented in the consolidated statements of operations (in thousands): Year Ended January 29, January 30, February 1, Cost of goods sold $ (753) $ 9,594 $ — Restructuring related charges 32,342 170,759 55,328 $ 31,589 $ 180,353 $ 55,328 The following table presents details related to the restructuring related charges as presented in the consolidated statements of operations (in thousands): Year Ended January 29, January 30, February 1, Employee severance $ 24,078 $ 38,499 $ 31,205 Other 7,511 141,854 24,123 $ 31,589 $ 180,353 $ 55,328 Fiscal 2022. The Company recorded $31.6 million of restructuring related charges during its evaluation of its existing operations to increase operational efficiency, decrease costs and increase profitability. A restructuring plan was initiated during the first quarter of fiscal 2022 (the “Fiscal 2022 Plan”) in order to realign the organization and enable further investment in key priority areas as part of the integration of the acquisitions as described in “Note 4 - Business Combinations.” Restructuring charges are mainly comprised of severance and other one-time termination benefits, facility closures where sites may be redundant within the same region or no longer suitably sized for the local employee base, and other costs. The charges include $24.1 million related to the Fiscal 2022 Plan primarily from severance costs. The Company expects to complete these restructuring actions by the end of fiscal 2023. Fiscal 2021. The Company recorded $180.4 million of restructuring and other related charges during its evaluation of its existing operations to increase operational efficiency, decrease costs and increase profitability. The charges include $119.0 million associated with the server processor product line described below and $61.4 million recorded in connection with prior acquisitions. During the second quarter of fiscal 2021, the Company made changes to the scope of its server processor product line in response to changes in the associated market. The Company transitioned its product offering from standard server processors to the broad server market to focus only on customized server processors for a few targeted customers. This change in strategy required the Company to assess whether the carrying value of the associated assets would be recoverable. As a result of the assessment, the Company determined the carrying amount of certain impacted assets were not recoverable, which resulted in recognition of $119.0 million of restructuring related charges associated with the server processor product line during the second quarter of fiscal 2021. The charges included $50.3 million in impairment of acquired intangibles, $36.0 million in impairment of purchased IP licenses and $32.7 million in equipment and inventory impairment and other related restructuring charges. The remaining restructuring charges of $61.4 million include approximately $36.9 million in severance and related costs and $24.5 million in other costs. The severance costs primarily relate to the employee separation costs in connection with the acquisitions. The other costs primarily relate to the remaining payments under lease obligations upon vacating certain worldwide office locations, and ongoing operating expenses of vacated facilities. Fiscal 2020. The Company recorded $55.3 million of restructuring and other related charges in connection with the acquisitions as described in “Note 4 - Business Combinations.” Following the acquisition of Avera, the Company reviewed its financial position and operating results against the Company's strategic objectives, long-term operating targets and other operational priorities and initiated a restructuring plan in an effort to increase operational efficiency, decrease costs and increase profitability. The charges include $15.4 million recorded in connection with the Avera acquisition and $39.9 million recorded in connection with the other acquisitions. The charges include approximately $31.2 million in severance and related costs and $24.1 million in other costs. The severance costs primarily relate to the employee separation costs in connection with the acquisitions. The other costs primarily relate to the remaining payments under lease obligations upon vacating certain worldwide office locations, and ongoing operating expenses of vacated facilities. The following table sets forth a reconciliation of the beginning and ending restructuring liability balances by each major type of costs associated with the restructuring charges (in thousands): July 2018 Restructuring November 2019 Restructuring July 2020 Restructuring Fiscal 2022 Restructuring Employee Severance Other Employee Severance Other Employee Severance Other Employee Severance Other Total Balance at February 1, 2020 $ 916 $ 993 $ 12,312 $ 207 $ — $ — $ — $ — $ 14,428 Charges 24,158 23,928 3,170 (23) 12,423 117,955 — — 181,611 Net Cash payments (22,751) (6,655) (15,323) (184) (9,309) (2,792) — — (57,014) Non-cash Items — (16,097) — — — (112,128) — — (128,225) Balance at January 30, 2021 2,323 2,169 159 — 3,114 3,035 — — 10,800 Charges (518) 8,558 (23) — (316) (1,047) 24,137 798 31,589 Net Cash payments (1,417) (3,323) — — (2,536) (509) (22,041) (798) (30,624) Non-cash items — (6,200) — — — — — (6,200) Balance at January 29, 2022 388 1,204 136 — 262 1,479 2,096 — 5,565 Less: non-current portion — 947 — — — 294 — — 1,241 Current portion $ 388 $ 257 $ 136 $ — $ 262 $ 1,185 $ 2,096 $ — $ 4,324 The current and non-current portions of the restructuring liability at January 29, 2022 of $4.3 million and $1.2 million are included as a component of accrued liabilities and other non-current liabilities respectively in the accompanying consolidated balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jan. 29, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Warranty Obligations The Company’s products carry a standard one-year warranty with certain exceptions in which the warranty period can extend to more than one year based on contractual agreements. The Company’s warranty expense has not been material in the periods presented. Commitments The Company’s commitments primarily consist of wafer purchase obligations with foundry partners, supply capacity reservation payment commitments with foundries and test & assembly partners, and technology license fee payment obligations. Total future unconditional purchase commitments as of January 29, 2022, are as follows (in thousands): Fiscal Year Purchase Commitments to Technology 2023 $ 1,087,564 $ 171,120 2024 453,609 149,807 2025 521,485 106,340 2026 484,100 32,533 2027 301,937 34,490 Thereafter 326,393 193,501 Total unconditional purchase commitments $ 3,175,088 $ 687,791 Technology license fees include the liabilities under agreements for technology licenses between the Company and various vendors. Under the Company’s manufacturing relationships with its foundry partners, cancellation of outstanding purchase orders is allowed but requires payment of all costs and expenses incurred through the date of cancellation. The Company entered into manufacturing supply capacity reservation agreements with foundries and test & assembly suppliers this fiscal year due to the current global supply shortage environment. Under these arrangements, the Company agreed to pay capacity fees or refundable deposits to the suppliers in exchange for reserved manufacturing production capacity over the term of the agreements, which ranges from four The Company currently estimates that it has agreed to purchase level commitments of at least $2.3 billion of wafers, substrates, and other manufacturing products for the fiscal years 2023 through 2032 under the capacity reservation agreements. In addition, t otal fees and refundable deposits payable under these arrangements are $218.8 million in fiscal years 2023 through 2026. Such purchase commitments are summarized in the preceding table. In September 2021, the Company entered into an IP licensing agreement with a vendor which provides complete access to the vendor’s IP portfolio for 10 years. The arrangement provides access to IP over the term of the contract, including existing IP, as well as IP in development, and to be developed in the future. The contract provides support and maintenance over the term of the contract as well. Aggregate fees of $354 million are payable quarterly over the contract term. Contingencies and Legal Proceedings The Company currently is, and may from time to time become, a party to claims, lawsuits, governmental inquiries, inspections or investigations and other legal proceedings (collectively, “Legal Matters”) arising in the course of its business. Such Legal Matters, even if not meritorious, could result in the expenditure of significant financial and managerial resources. The Company is currently unable to predict the final outcome of its pending Legal Matters and therefore cannot determine the likelihood of loss or estimate a range of possible loss, except with respect to amounts where it has determined a loss is both probable and estimable and has made an accrual. The Company evaluates, at least on a quarterly basis, developments in its Legal Matters that could affect the amount of any accrual, as well as any developments that would result in a loss contingency to become both probable and reasonably estimable. The ultimate outcome of any Legal Matter involves judgments, estimates and inherent uncertainties. An unfavorable outcome in a Legal Matter, particularly in a patent dispute, could require the Company to pay damages or could prevent the Company from selling some of its products in certain jurisdictions. While the Company cannot predict with certainty the results of the Legal Matters in which it is currently involved, the Company does not expect that the ultimate costs to resolve these Legal Matters will individually or in the aggregate have a material adverse effect on its financial condition, however, there can be no assurance that the current or any future Legal Matters will be resolved in a manner that is not adverse to the Company’s business, financial condition, results of operations or cash flows. In the fourth quarter of fiscal 2021, the Company became involved in discussions with another party to resolve disputes that ultimately concluded with settlement by the Company in the amount of $36.0 million which was accrued at the time such offer of settlement was determined by management. Such amount is presented separately on the accompanying consolidated statement of operations for the fiscal year ended January 30, 2021. Indemnities, Commitments and Guarantees During its normal course of business, the Company has made certain indemnities, commitments and guarantees under which it may be required to make payments in relation to certain transactions. These indemnities may include indemnities for general commercial obligations, indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease, and indemnities to directors and officers of the Company to the maximum extent permitted under the laws of Delaware. In addition, the Company has contractual commitments to various customers, which could require the Company to incur costs to repair an epidemic defect with respect to its products outside of the normal warranty period if such defect were to occur. The duration of these indemnities, commitments and guarantees varies, and in certain cases, is indefinite. Some of these indemnities, commitments and guarantees do not provide for any limitation of the maximum potential future payments that the Company could be obligated to make. In general, the Company does not record any liability for these indemnities, commitments and guarantees in the accompanying consolidated balance sheets as the amounts cannot be reasonably estimated and are not considered probable. The Company does, however, accrue for losses for any known contingent liability, including those that may arise from indemnification provisions, when future payment is probable and estimable. Intellectual Property Indemnification In addition to the above indemnities, the Company has agreed to indemnify certain customers for claims made against the Company’s products where such claims allege infringement of third-party intellectual property rights, including, but not limited to, patents, registered trademarks, and/or copyrights. Under the aforementioned indemnification clauses, the Company may be obligated to defend the customer and pay for the damages awarded against the customer as well as the attorneys’ fees and costs under an infringement claim. The Company’s indemnification obligations generally do not expire after termination or expiration of the agreement containing the indemnification obligation. Generally, but not always, there are limits on and exceptions to the Company’s potential liability for indemnification. Historically the Company has not made significant payments under these indemnification obligations and the Company cannot estimate the amount of potential future payments, if any, that it might be required to make as a result of these agreements. The maximum potential amount of any future payments that the Company could be required to make under these indemnification obligations could be significant. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Jan. 29, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity Preferred and Common Stock Under the terms of the Company’s Certificate of Incorporation, the Board of Directors may determine the rights, preferences, and terms of the Company’s authorized but unissued shares of preferred stock. As of January 29, 2022, the Company is authorized to issue 8.0 million shares of $0.002 par value preferred stock and 1.25 billion shares of $0.002 par value common stock. As of January 29, 2022, and January 30, 2021, no shares of preferred stock were outstanding. In June 2019, the Company executed a funded research and development agreement with a business partner. In conjunction with the agreement, the Company issued a warrant to purchase 9.0 million of the Company's common stock, subject to certain vesting and exercise conditions. Restricted Stock Unit Withholdings For the years ended January 29, 2022 and January 30, 2021, the Company withheld approximately 4.8 million and 3.1 million shares, or $299.9 million and $108.1 million, of common stock, respectively, in settlement of employee tax withholding obligations due upon the vesting of restricted stock. Cash Dividends on Shares of Common Stock During fiscal 2022, the Company declared and paid cash dividends of $0.24 per common stock, or $191.0 million, on the Company’s outstanding common stock. During fiscal 2021, the Company declared and paid cash dividends of $0.24 per common stock, or $160.6 million, on the Company’s outstanding common stock. Any future dividends will be subject to the approval of the Company's Board of Directors. On March 2, 2022, the Company announced that its Board of Directors declared a cash dividend of $0.06 per share payable on April 27, 2022 to stockholders of record as of April 8, 2022. Stock Repurchase Program On November 17, 2016, the Company announced that its Board of Directors authorized a $1.0 billion stock repurchase plan. The newly authorized stock repurchase program replaced in its entirety the prior $3.25 billion stock repurchase program. On October 16, 2018, the Company announced that its Board of Directors authorized a $700 million addition to the balance of its existing stock repurchase plan. The Company intends to effect stock 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 stock repurchase program is subject to market conditions, legal rules and regulations, and other factors, and does not obligate the Company to repurchase any dollar amount or number of shares of its common stock and the repurchase program may be extended, modified, suspended or discontinued at any time. The Company temporarily suspended the stock repurchase program in late March 2020 to preserve cash during the COVID-19 pandemic. The Company is focused on reducing its debt and de-levering its balance sheet. As a result, the Company did not repurchase any stock during fiscal 2022. The Company repurchased 1.3 million shares of its common stock for $25.2 million and 14.5 million shares of its common stock for $364.3 million in cash during fiscal 2021 and 2020, respectively. The repurchased shares of stock were retired immediately after the repurchases were completed. The Company records all repurchases, as well as investment purchases and sales, based on their trade date. As of January 29, 2022, a total of 308.1 million shares of stock have been repurchased to date under the Company’s stock repurchase program for a total $4.3 billion in cash and there was $564.5 million remaining available for future stock repurchases. A summary of the stock repurchase activity under the stock repurchase program, reported based on the trade date, is summarized as follows (in thousands, except per-share amounts): Shares Weighted- Amount Cumulative balance at February 2, 2019 292,406 $ 13.27 $ 3,880,531 Repurchase of common stock under the stock repurchase program 14,486 $ 25.15 $ 364,272 Cumulative balance at February 1, 2020 306,892 $ 13.83 $ 4,244,803 Repurchase of common stock under the stock repurchase program 1,251 $ 20.14 $ 25,202 Cumulative balance at January 30, 2021 308,143 $ 13.86 $ 4,270,005 Repurchase of common stock under the stock repurchase program — $ — $ — Cumulative balance at January 29, 2022 308,143 $ 13.86 $ 4,270,005 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Jan. 29, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans Employee Stock Compensation Plans 1995 Stock Option Plan In April 1995, the Company adopted the 1995 Stock Option Plan (the “Option Plan”). The Option Plan, as amended from time to time, had 383.4 million common stock reserved for issuance thereunder as of January 29, 2022. Options granted under the Option Plan generally have a term of 10 years and generally must be issued at prices equal to the fair market value of the stock on the date of grant and such options may be subject to vesting The Company can also grant other types of stock awards, which may be subject to vesting. Generally, the Company grants restricted stock unit (“RSU”) awards. RSU awards are denominated in shares of stock, but may be settled in cash or shares upon vesting, as determined by the Company at the time of grant. Awards under the Option Plan generally vest over 3 to 4 years. As of January 29, 2022, approximately 74.6 million shares remained available for future grants under the Option Plan. Equity awards granted under the Option Plan include time-based RSUs as well as RSUs that vest based on the achievement of performance-based criteria i.e. Company financial goals (“Financial Performance RSU”), or based on achievement of market-based goals i.e. relative total shareholder return (“TSR RSUs”), or stock price goals (“Value Creation Awards” or “VCA RSUs”). Prior to fiscal year 2020, the Company granted Financial Performance RSUs to each of its executive officers when they joined the Company, and as an annual refresh grant to all executive officers and other Vice Presidents in April of each fiscal year. The Financial Performance RSUs had a three-year service requirement. The number of shares to be earned could be 0% to 200% of target and was based on the achievement of certain financial operating metrics to be measured as of the end of the second fiscal year of the three-year vesting term. Shares granted under these Financial Performance RSUs are reported in the table presented below as “Performance-Based” based on 100% expected achievement. In addition, the Company grants TSR RSUs to its executive officers that newly join the Company, and as an annual refresh grant to all executive officers and other Vice Presidents, usually in April of each fiscal year. Prior to fiscal year 2020, TSR RSUs were measured based on stock performance as compared to that of companies on the Philadelphia Semiconductor Sector over a performance period defined in the award. The number of shares to be earned can be 0% to 150% of target and is based on the achievement of performance objectives relating to relative total shareholder return of the Company’s common stock. Beginning in fiscal year 2020, the S&P 500 Index serves as the benchmark index. The TSR RSUs have a three year service vesting requirement. The number of shares to be earned can be 0% to 200% of target and is based on the achievement of performance objectives relating to relative total shareholder return of the Company's common stock. These TSR RSUs are reported in the table presented below as “Market-Based” awards based on 100% expected achievement. In fiscal year 2020, the Company issued Value Creation Awards that are based on achievement of the Company's stock price target over a specified performance period, also referred to as VCA RSUs. The VCA RSU will be earned if the Company's average closing trading stock price over 100-calendar days equals or exceeds a certain target price. 100% of the award will vest on the 1-year anniversary of the achievement. The grant will be forfeited if the market-based condition is not achieved. These VCA RSUs are reported in the table presented below as “Market-Based” awards based on 100% expected achievement. During fiscal year 2021, the performance metrics were achieved. The awards vested on the 1-year anniversary of the achievement in November 2021. In December 2017, the Company’s Executive Compensation Committee approved a deferred stock program, whereby executives of the Company have the option, beginning in 2018, to defer the settlement of time-based and performance-based restricted stock units granted under the Option Plan to a future date. In June 2021, the Company extended the stock deferral program to members of the Board of Directors. A deferral election is irrevocable after the annual submission deadline. The shares of common stock underlying the deferred grants will be distributed at the earliest of the employee’s specified future settlement date, not to be earlier than 2023, or upon separation from service, a change in control, or death or disability. Cavium Acquisition Following the Cavium acquisition and in accordance with the Cavium merger agreement, certain outstanding options to purchase shares of Cavium common stock and certain restricted stock units with respect to Cavium common stock, each granted under Cavium 2016 Equity Incentive Plan (“Cavium 2016 EIP”), Cavium 2007 Equity Incentive Plan (“Cavium 2007 EIP”) and QLogic 2005 Performance Incentive Plan, as assumed by Cavium effective August 16, 2016 (“QLogic 2005 Plan”), (and collectively, with the Cavium 2016 EIP and the Cavium 2007 EIP, the “Cavium Plans”), were assumed by the Company and converted into options to purchase common stock of the Company and restricted stock units with respect to common stock of the Company, respectively. Marvell Technology Group Ltd. filed a registration statement on July 6, 2018 to register 15,824,555 common stock of the Company, issuable under the Cavium Plans, comprised of 2,535,940 common stock issuable pursuant to outstanding but unexercised options under the Cavium Plans and 13,288,615 common stock issuable pursuant to outstanding unvested restricted stock units under the Cavium Plans. On April 20, 2021, Marvell Technology, Inc. filed a new registration statement to cover any shares remaining under the plan. Cavium 2016 EIP The Cavium 2016 EIP was adopted by Cavium on June 15, 2016 and was intended as the successor to and continuation of Cavium 2007 EIP. The Cavium 2016 EIP provided for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards and other stock awards, which may be granted to employees, directors and consultants. Awards under the Cavium 2016 EIP generally vest over four years and expire seven Cavium 2007 EIP Cavium adopted the Cavium 2007 EIP in May 2007 upon completion of its initial public offering. The Cavium 2007 EIP provided for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards, and other forms of equity compensation and performance cash awards, all of which may be granted to employees (including officers), directors, and consultants or affiliates. Awards granted under the Cavium 2007 EIP vest at the rate specified by the plan administrator, for stock options, typically with 1/8th of the shares vesting six months after the date of grant and 1/48th of the shares vesting monthly thereafter over the next three and one half years and for restricted stock unit awards typically with quarterly vesting over four years. Awards expire seven QLogic 2005 Plan The QLogic 2005 Plan was assumed and registered by Cavium upon its completion of acquisition of QLogic Corporation on August 16, 2016. The QLogic 2005 Plan provided for the issuance of restricted stock unit awards, incentive and non-qualified stock options, and other stock-based incentive awards. Restricted stock unit awards granted pursuant to the QLogic 2005 Plan to employees subject to a service condition generally vest over four years from the date of grant. Stock options granted pursuant to the QLogic 2005 Plan to employees have ten-year terms and generally vest over four years from the date of grant. Cavium Acquisition-related Equity Awards The awards under the Cavium Plans assumed by the Company in the Cavium acquisition were measured at the acquisition date based on the estimated fair value of $357.1 million. A portion of that fair value, $68.9 million, which represented the pre-acquisition service provided by employees to Cavium, was included in the total consideration transferred as part of the acquisition. As of the acquisition date, the remaining portion of the fair value of those awards was $288.2 million, representing post-acquisition stock-based compensation expense that will be recognized as these employees provide service over the remaining vesting periods. Aquantia Plans Assumed In accordance with the Aquantia merger agreement, certain outstanding options to purchase shares of Aquantia common stock and certain restricted stock units with respect to Aquantia common stock, each granted under Aquantia 2017 Equity Incentive Plan (“Aquantia 2017 EIP”), Aquantia 2015 Equity Incentive Plan (“Aquantia 2015 EIP”) and Aquantia 2004 Equity Incentive Plan (“Aquantia 2004 EIP”), the “Aquantia Plans” were assumed by the Company and converted into options to purchase common stock of the Company and restricted stock units with respect to common stock of the Company, respectively. Marvell Technology Group Ltd. filed a registration statement on September 19, 2019 to register 2,128,823 common stock of the Company, issuable under the Aquantia plans, comprised of 805,965 common stock issuable pursuant to outstanding but unexercised options under the Aquantia Plans and 1,322,858 common stock issuable pursuant to outstanding unvested restricted stock units under the Aquantia Plans. On April 20, 2021, Marvell Technology, Inc. filed a new registration statement to cover any shares remaining under the plan. Aquantia Acquisition-related Equity Awards The awards under the Aquantia Plans assumed by the Company in the Aquantia acquisition were measured at the acquisition date based on the estimated fair value of $54.1 million. A portion of that fair value, $21.5 million, which represented the pre-acquisition service provided by employees to Aquantia, was included in the total consideration transferred as part of the acquisition. As of the acquisition date, the remaining portion of the fair value of those awards was $32.6 million, representing post-acquisition stock-based compensation expense that will be recognized as these employees provide service over the remaining vesting periods. Inphi Acquisition-related Equity Awards and the Inphi 2010 EIP Following the Inphi acquisition and in accordance with the Inphi merger agreement, certain outstanding options to purchase shares of Inphi common stock and certain restricted stock units with respect to Inphi common stock, each granted under the Inphi Amended and Restated 2010 Stock Incentive Plan (“Inphi 2010 EIP”), were assumed by the Company and converted into options to purchase common stock of the Company and restricted stock units with respect to common stock of the Company, respectively. The Company filed a registration statement on April 20, 2021 to register 10,301,589 common stock of the Company, issuable under the Inphi 2010 EIP, comprised of 127,249 common stock issuable pursuant to outstanding but unexercised options under the Inphi 2010 EIP, 10,040,693 common stock issuable pursuant to outstanding unvested restricted stock units under the Inphi 2010 EIP, and 133,647 common stock issuable pursuant to outstanding unvested performance stock units under the Inphi 2010 EIP. The Inphi 2010 EIP was adopted by Inphi on June 7, 2010. The 2010 Plan provided for the grants of restricted stock, stock appreciation rights and stock unit awards to employees, non-employee directors, advisors and consultants. Awards under the Inphi 2010 EIP generally vest over 3 to 4 years. The awards under the Inphi 2010 EIP assumed by the Company in the Inphi acquisition were measured at the acquisition date based on the estimated fair value of $589.7 million. A portion of that fair value, $161.7 million, which represented the pre-acquisition service provided by employees to Inphi, was included in the total consideration transferred as part of the acquisition. As of the acquisition date, the remaining portion of the fair value of those awards was $428.0 million, representing post-acquisition stock-based compensation expense that will be recognized as these employees provide service over the remaining vesting periods. Innovium Acquisition-related Equity Awards and the Innovium 2015 EIP Following the Innovium acquisition and in accordance with the Innovium merger agreement, certain outstanding options to purchase shares of Innovium common stock and certain restricted stock units with respect to Innovium common stock, each granted under the Innovium Amended and Restated 2015 Stock Incentive Plan (“Innovium 2015 EIP”), were assumed by the Company and converted into options to purchase common stock of the Company and restricted stock units with respect to common stock of the Company, respectively . The Company filed a registration statement on October 5, 2021 to register 1,232,805 common stock of the Company, issuable under the Innovium 2015 EIP, comprised of 421,648 common stock issuable pursuant to outstanding but unexercised options under the Innovium 2015 EIP and 811,157 common stock issuable pursuant to outstanding unvested restricted stock units under the Innovium 2015 EIP. The Innovium 2015 EIP was adopted by Innovium on January 2015 and amended and restated in September 2020. The Innovium 2015 EIP provided for the grants of restricted stock, stock appreciation rights and stock unit awards to employees, non-employee directors, advisors and consultants. Awards under the Innovium 2015 EIP generally vest over 3 to 4 years. The awards under the Innovium 2015 EIP assumed by the Company in the Innovium acquisition were measured at the acquisition date based on the estimated fair value of $80.9 million. A portion of that fair value, $39.8 million, which represented the pre-acquisition service provided by employees to Innovium, was included in the total consideration transferred as part of the acquisition. As of the acquisition date, the remaining portion of the fair value of those awards was $41.1 million, representing post-acquisition stock-based compensation expense that will be recognized as these employees provide service over the remaining vesting periods. Outside Director Equity Compensation Policy In September 2016, the Company’s Board of Directors approved the termination of the 2007 Directors’ Stock Incentive Plan, that was initially adopted in October 2007, and it approved a new Outside Director Equity Compensation Policy that governs the grant of equity awards to non-employee directors under the Option Plan. At the annual meeting of stockholders held in June 2015, the stockholders approved an amendment to the Option Plan to enable a full range of awards to be granted to non-employee directors. Under the current Outside Director Compensation Policy, each outside director, upon appointment to fill a vacancy on the board or in connection with election at an annual meeting of stockholders, will be granted an RSU award under the Option Plan for a number of shares with an aggregate fair market value equal to $235,000 on the grant date. In no event shall an outside director be awarded an annual RSU award for more than 20,000 shares. The RSU award vests 100% on the earlier of the date of the next annual meeting of stockholders or the one-year anniversary of the date of grant. Employee Stock Purchase Plan Under the 2000 Employee Stock Purchase Plan, as amended and restated on April 2, 2021 (the “ESPP”), participants purchase the Company’s stock using payroll deductions, which may not exceed 15% of their total cash compensation. Pursuant to the terms of the current ESPP, the “look-back” period for the stock purchase price is 24 months. Offering and purchase periods begin on December 8 and June 8 of each year. Participants enrolled in a 24-month offering period will continue in that offering period until the earlier of the end of the offering period or the reset of the offering period. A reset occurs if the fair market value of the Company’s common stock on any purchase date is less than it was on the first day of the offering period. Participants in a 24-month offering period will be granted the right to purchase common stock at a price per share that is 85% of the lesser of the fair market value of the shares at (i) the participant’s entry date into the two-year offering period or (ii) the end of each six-month purchase period within the offering period. Under the ESPP, a total of 2.4 million shares were issued in fiscal 2022 at a weighted-average price of $31.96 per share, a total of 5.0 million shares were issued in fiscal 2021 at a weighted-average price of $14.36 per share, and a total of 5.2 million shares were issued in fiscal 2020 at a weighted-average price of $13.25 per share. As of January 29, 2022, there was $52.1 million of unamortized compensation cost related to the ESPP. As of January 29, 2022, approximately 46.2 million shares remained available for future issuance under the ESPP. Summary of Stock-Based Compensation Expense The following table summarizes stock-based compensation expense (in thousands): Year Ended January 29, January 30, February 1, Cost of goods sold $ 31,081 $ 16,320 $ 13,759 Research and development 273,247 150,867 157,054 Selling, general and administrative 173,217 74,352 71,996 Total stock-based compensation $ 477,545 $ 241,539 $ 242,809 The income tax benefit recognized from stock-based compensation expense was $71.8 million for the year ended January 29, 2022. There were no income tax benefits recognized from stock-based compensation expense in the year ended January 30, 2021 and February 1, 2020, respectively. Stock-based compensation capitalized in inventory was $18.4 million at January 29, 2022, $3.8 million at January 30, 2021 and $4.1 million at February 1, 2020. The income tax benefit related to equity awards vested or exercised was $63.0 million during the year ended January 29, 2022. There were no income tax benefits related to equity awards vested or exercised in the year ended January 30, 2021 and February 1, 2020, respectively. Restricted Stock and Stock Unit Awards A summary of restricted stock unit activity, which includes time-based and performance-based or market-based restricted stock units, is as follows (in thousands, except per-share amounts): Time-Based Performance-Based Market-Based Total Number of Weighted- Number of Weighted- Number of Weighted- Number of Weighted- Balance at February 2, 2019 19,045 $ 19.15 948 $ 16.58 1,178 $ 15.40 21,171 $ 18.82 Assumed upon acquisition [3] 1,341 $ 25.61 — $ — — $ — 1,341 $ 25.61 Granted 9,340 $ 23.36 288 [1] $ 13.90 3,621 [2] $ 15.39 13,249 $ 20.98 Vested (10,781) $ 20.01 (576) $ 13.90 (713) $ 11.62 (12,070) $ 19.23 Canceled/Forfeited (3,661) $ 20.57 (149) $ 17.86 (173) $ 21.12 (3,983) $ 20.49 Balance at February 1, 2020 15,284 $ 21.34 511 $ 17.71 3,913 $ 15.83 19,708 $ 20.15 Granted 7,437 $ 26.18 143 [1] $ 14.13 989 [2] $ 33.35 8,569 $ 26.80 Vested (9,287) $ 21.28 (390) $ 14.11 (328) $ 14.60 (10,005) $ 20.79 Canceled/Forfeited (2,090) $ 22.89 (4) $ 21.32 (296) $ 18.86 (2,390) $ 22.39 Balance at January 30, 2021 11,344 $ 24.27 260 $ 21.06 4,278 $ 19.77 15,882 $ 23.00 Assumed upon acquisition [3] 10,851 $ 46.40 134 $ 45.67 — $ — 10,985 $ 46.39 Granted 6,717 $ 55.47 145 [1] $ 65.36 733 [2] $ 51.85 7,595 $ 55.31 Vested (9,687) $ 32.34 (134) $ 45.67 (2,908) $ 12.50 (12,729) $ 27.95 Canceled/Forfeited (2,027) $ 36.61 (260) $ 21.06 (63) $ 35.19 (2,350) $ 34.84 Balance at January 29, 2022 17,198 $ 44.42 145 $ 65.36 2,040 $ 41.18 19,383 $ 44.23 [1] Amount represents the number of restricted stock unit goal shares. [2] Amount represents the target number of restricted stock units at grant date and restricted stock unit goal shares, including 733 TSR RSU shares in fiscal 2022, 989 TSR RSU shares in fiscal 2021 and 824 TSR RSU shares and 2,797 VCA RSU shares in fiscal 2020. [3] See “Note 4 - Business Combinations” for additional information. The aggregate intrinsic value of restricted stock units expected to vest as of January 29, 2022 was $1.3 billion. The number of restricted stock units that are expected to vest is 19.4 million shares. The Company’s closing stock price of $66.32 as reported on the Nasdaq Global Select Market as of January 29, 2022 was used to calculate the aggregate intrinsic value for the restricted stock units. As of January 29, 2022, unamortized compensation expense related to restricted stock units was $606.0 million. The unamortized compensation expense for restricted stock units will be amortized on a straight-line basis and is expected to be recognized over a weighted-average period of 1.67 years. Stock Option Awards Option Plan and Stock Award Activity Stock option activity under the Company’s Option Plan and other stock incentive plans mentioned above (excluding the ESPP) is included in the following table (in thousands, except for per share amounts): Number of Weighted- Balance at February 2, 2019 9,624 $ 12.87 Assumed upon acquisition* 808 $ 9.20 Granted — $ — Exercised (6,178) $ 12.67 Canceled/Forfeited (37) $ 13.57 Balance at February 1, 2020 4,217 $ 12.44 Granted — $ — Exercised (1,301) $ 11.63 Canceled/Forfeited (21) $ 12.88 Balance at January 30, 2021 2,895 $ 12.81 Assumed upon acquisition* 549 $ 6.97 Granted — $ — Exercised (889) $ 10.43 Canceled/Forfeited (110) $ 9.80 Balance at January 29, 2022 2,445 $ 12.51 Vested or expected to vest at January 29, 2022 2,445 $ — * See “Note 4 - Business Combinations” for more information. For stock options vested and expected to vest at January 29, 2022, the aggregate intrinsic value was $131.5 million. For stock options exercisable at January 29, 2022, the aggregate intrinsic value was $129.2 million. The aggregate intrinsic value of stock options exercised during fiscal 2022, 2021 and 2020 was $43.3 million, $25.1 million and $70.5 million respectively. The Company’s closing stock price of $66.32 as reported on the Nasdaq Global Select Market as of January 29, 2022 was used to calculate the aggregate intrinsic value for all in-the-money options. Outstanding options and exercisable options information by range of exercise prices as of January 29, 2022 was as follows: Outstanding Options Exercisable Options Range of Number of Weighted- Weighted- Number of Weighted- $ 2.38 $ 10.31 312 4.11 $ 6.75 284 $ 6.83 $ 10.76 $ 10.76 767 1.24 $ 10.76 767 $ 10.76 $ 10.89 $ 13.96 234 2.79 $ 12.55 229 $ 12.52 $ 14.35 $ 14.35 496 3.28 $ 14.35 496 $ 14.35 $ 14.45 $ 22.27 636 2.74 $ 16.01 629 $ 15.98 Total 2,445 2.56 $ 12.51 2,405 $ 12.57 As of January 29, 2022, the unamortized compensation expense for stock options was $0.4 million. The unamortized compensation expense for options will be amortized on a straight-line basis and is expected to be recognized over a weighted-average period of 0.61 years. Valuation of Employee Stock-Based Awards The expected volatility for awards granted during fiscal 2022, 2021 and 2020 was based on historical stock price volatility. The expected dividend yield is calculated by dividing the current annualized dividend by the closing stock price on the date of grant of the option. There were no options granted in fiscal 2022, 2021 and 2020 except for the ones the Company assumed from the Inphi and Innovium acquisitions as described above. The following weighted-average assumptions were used for each respective period to calculate the fair value of common stock to be issued under the ESPP on the date of grant using the Black-Scholes option pricing model: Year Ended January 29, January 30, February 1, Employee Stock Purchase Plan: Estimated fair value $ 24.14 $ 15.12 $ 7.06 Expected volatility 46 % 48 % 35 % Expected term (in years) 1.3 1.2 1.2 Risk-free interest rate 0.2 % 0.1 % 1.8 % Expected dividend yield 0.4 % 0.6 % 1.0 % The following weighted-average assumptions were used for each respective period to calculate the fair value of common stock to be issued under Total Shareholder Return performance awards on the date of grant using the Monte Carlo pricing model: Year Ended January 29, January 30, February 1, Total Shareholder Return Awards: Expected term (in years) 3.0 3.0 3.0 Expected volatility 44 % 40 % 32 % Average correlation coefficient of peer companies 0.6 0.7 0.5 Risk-free interest rate 0.3 % 0.2 % 2.4 % Expected dividend yield 0.5 % 0.9 % 1.0 % The correlation coefficients are calculated based upon the price data used to calculate the historical volatilities and is used to model the way in which each entity tends to move in relation to its peers. There were no Value Creation Awards granted in fiscal 2022 and 2021. The following weighted-average assumptions were used for estimating the fair value of common stock to be issued under VCA RSUs on the date of grant using the Monte Carlo pricing model: Year Ended February 1, Value Creation Awards: Expected term (in years) 4.66 Expected volatility 35 % Risk-free interest rate 1.8 % Expected dividend yield 1.0 % Employee 401(k) Plans The Company sponsors a 401(k) savings and investment plan that allows eligible U.S. employees to participate by making pre-tax and Roth contributions to the 401(k) plan ranging from 1% to 75% of eligible earnings subject to a required annual limit. The Company currently matches 100% of 5% of eligible salary to a $5,000 maximum contribution effective from January 1, 2022. The Company made matching contributions to employees of $14.5 million in fiscal 2022, $11.1 million in fiscal 2021 and $11.0 million in fiscal 2020. As of January 29, 2022, the 401(k) plan offers a variety of investment alternatives, representing different asset classes. Employees may not invest in the Company’s common stock through the 401(k) plan. |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 29, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The U.S. and non-U.S. components of income (loss) from continuing operations before income taxes consist of the following (in thousands): Year Ended January 29, January 30, February 1, U.S. operations $ (621,193) $ (18,201) $ (95,884) Non-U.S. operations 137,698 (303,967) 894,266 $ (483,495) $ (322,168) $ 798,382 The provision (benefit) for income taxes consists of the following (in thousands): Year Ended January 29, January 30, February 1, Current income tax provision (benefit): Federal $ — $ 3,210 $ 5,223 State 711 3,439 (1,937) Foreign 30,722 (12,028) (4,137) Total current income tax provision (benefit) 31,433 (5,379) (851) Deferred income tax provision (benefit): Federal (83,423) (14,401) (125,892) State (9,220) 870 (9,382) Foreign (1,251) (25,960) (649,884) Total deferred income tax provision (benefit) (93,894) (39,491) (785,158) Total provision (benefit) for income taxes $ (62,461) $ (44,870) $ (786,009) During fiscal 2022 a new Delaware corporation became the parent of the Company. Prior to that, the Company consisted of a Bermuda parent holding company with various foreign and U.S. subsidiaries. The applicable statutory rate in U.S. is 21% for the Company for fiscal 2022. The applicable statutory rate in Bermuda was zero for the Company for fiscal 2021 and 2020. For purposes of the reconciliation between the provision (benefit) for income taxes at the statutory rate and the effective tax rate, a U.S. statutory tax rate of 21% for fiscal years 2022, 2021 and 2020 is applied as follows: Year Ended January 29, January 30, February 1, Provision at U.S. statutory rate $ (101,535) $ (67,655) $ 167,660 State taxes, net of federal benefit (8,136) 327 (9,878) Difference in U.S. and non-U.S. tax rates 1,719 38,118 (181,625) Foreign income inclusion in U.S. 54,125 861 13,736 Non-deductible compensation 47,889 4,108 6,196 Tax benefits of stock-based compensation (70,888) — — Intellectual property transaction — — (762,933) Federal research and development credits (60,709) (49,315) (42,604) Uncertain tax positions (1,532) (19,957) (3,913) Change in federal valuation allowance 62,660 49,315 26,971 Transaction costs 5,671 — — Other 8,275 (672) 381 Income tax provision (benefit) $ (62,461) $ (44,870) $ (786,009) The income tax benefit for fiscal 2022 differs from the U.S. federal statutory rate of 21% primarily due to tax benefits of stock-based compensation, offset by foreign income inclusions in the U.S. and non-deductible compensation. The tax benefits from stock-based compensation and increased foreign income inclusions in fiscal 2022 were primarily the result of the parent company being a US-based company during fiscal 2022, as opposed to a Bermuda-based company in prior years. The income tax benefit for fiscal 2021 differed from the U.S. federal statutory rate of 21% primarily due to pretax losses of subsidiaries with income tax rates that differ from the U.S. statutory tax rate, combined with a net reduction of unrecognized tax benefits inclusive of interest and penalties, offset by tax expense attributable to non-deductible compensation. The income tax benefit for fiscal 2020 was primarily the result of the recognition of a tax benefit of $763.0 million for the intra-entity transfer of the majority of the Company’s intellectual property to a subsidiary in Singapore, which resulted in the recognition of a deferred tax asset and tax benefit of $659.0 million related to the Singapore tax basis in the intellectual property and a tax benefit from the reversal of deferred tax liabilities primarily related to previously acquired intangible assets of $104.0 million. Deferred tax assets consist of the following (in thousands): January 29, January 30, Deferred tax assets: Net operating losses $ 281,399 $ 78,253 Federal and California income tax credits 935,729 713,799 Intangible assets 639,369 629,290 Reserves and accruals 52,354 69,654 Stock-based compensation 35,104 4,798 Lease liabilities 37,716 28,176 Gross deferred tax assets 1,981,671 1,523,970 Valuation allowance (1,003,419) (749,468) Total deferred tax assets 978,252 774,502 Deferred tax liabilities: Intangible assets (455,883) (50,557) Fixed assets (8,088) (27,549) Unremitted earnings of non-U.S. subsidiaries (21,448) (20,173) Right of use assets (33,833) (26,158) Total deferred tax liabilities (519,252) (124,437) Net deferred tax assets (liabilities) $ 459,000 $ 650,065 The deferred tax assets and liabilities based on tax jurisdictions are presented on our consolidated balance sheet as follows: January 29, January 30, Non-current deferred tax assets $ 493,508 $ 672,424 Non-current deferred tax liabilities (34,508) (22,359) Net deferred tax assets (liabilities) $ 459,000 $ 650,065 The ultimate realization of deferred tax assets depends upon the generation of future taxable income during the periods in which those assets become deductible or creditable. The Company evaluates the recoverability of its deferred tax assets, weighing all positive and negative evidence, and provides or maintains a valuation allowance for these assets if it is more likely than not that some, or all, of the deferred tax assets will not be realized. If negative evidence exists, sufficient positive evidence is necessary to support a conclusion that a valuation allowance is not needed. The Company considers all available evidence such as its earnings history including the existence of cumulative income or losses, reversals of taxable temporary differences, projected future taxable income, and tax planning strategies. In jurisdictions where the Company has cumulative losses, the Company has provided for a full valuation allowance on deferred tax assets. In the U.S. and in certain foreign jurisdictions, the Company has deferred tax assets for which partial valuation allowances have been established. After weighing all available evidence, particularly the earnings history and forecasts of future taxable income in each respective jurisdiction, as well as its history of tax credits expiring unused, the Company determined that negative evidence outweighed positive evidence with respect to the ability to realize federal, state, and foreign research and development and other tax credits, as well as certain other foreign deferred tax assets. The valuation allowance increased by $253.9 million from fiscal 2021, a portion of which is related to acquired deferred tax assets. In future periods, it is possible that significant positive or negative evidence could arise that results in a change in the Company’s judgment with respect to the need for a valuation allowance, which could result in a tax benefit, or adversely affect the Company's income tax provision, in the period of such change in judgment. As of January 29, 2022, the Company had net operating loss carryforwards available to offset future taxable income of approximately $1.74 billion, $969.6 million, $269.0 million and $89.5 million for U.S. federal, state of California, other U.S. states, and foreign purposes, respectively. If not utilized, the federal loss carryforwards begin to expire in fiscal year 2023, and the California carryforwards begin to expire in fiscal year 2028. The majority of the Company’s foreign losses carry forward indefinitely. The Company also had federal research and other tax credit carryforwards of approximately $514.5 million which begin to expire in fiscal 2023. As of January 29, 2022, the Company also had California research tax credit carryforwards of approximately $596.5 million, which can be carried forward indefinitely. In addition, the Company has research and other tax credit carryforwards of approximately $33.2 million in other U.S. states which begin to expire in fiscal 2023. The Company also has research and other tax credit carryforwards of approximately $15.6 million in foreign jurisdictions which begin to expire in fiscal 2024. Utilization of the Company's U.S. federal and state net operating loss and credit carryforwards may be subject to annual limitations due to ownership change provisions of the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. Future changes in the Company's stock ownership, some of which are generally outside of the Company's control, could result in an ownership change under Section 382 and Section 383 and result in a limitation on U.S. tax attributes. As of January 29, 2022, the Company had approximately $1.46 billion and $188.3 million of federal net operating loss and tax credit carryforwards, respectively, in the U.S. subject to an annual limitation. The Company does not expect these limitations to result in any permanent loss of tax benefits. The following table reflects changes in the unrecognized tax benefits (in thousands): Year Ended January 29, January 30, February 1, Unrecognized tax benefits as of the beginning of the period $ 242,150 $ 166,828 $ 158,323 Increases related to acquired tax positions 94,579 — 9,215 Increases related to prior year tax positions 1,536 77,878 1,789 Decreases related to prior year tax positions — (1,106) (6,747) Increases related to current year tax positions 7,701 5,603 7,614 Settlements (5,858) (476) (443) Lapse in the statute of limitations (5,557) (8,193) (4,044) Foreign exchange (gain) loss (589) 1,616 1,121 Gross amounts of unrecognized tax benefits as of the end of the period $ 333,962 $ 242,150 $ 166,828 Included in the balances as of January 29, 2022 is $198.8 million of unrecognized tax benefits that would affect the effective income tax rate if recognized. During the year ended January 29, 2022, the Company increased its unrecognized tax benefits by $91.8 million primarily as a result of unrecognized tax benefits recorded as part of the current year business combinations. Of the gross unrecognized tax benefits in the table above, $296.7 million, $221.7 million and $146.6 million are offset against deferred tax assets in the consolidated balance sheets as of January 29, 2022, January 30, 2021 and February 1, 2020, respectively. The amounts in the table above do not include related interest and penalties. The amount of interest and penalties accrued was approximately $3.9 million, $4.0 million, and $12.4 million as of January 29, 2022, January 30, 2021, and February 1, 2020, respectively. The Company’s policy is to recognize interest and penalties as a component of income tax expense. The consolidated statements of operations for fiscal 2022, 2021, and 2020 included $0.6 million, $1 million, and $1.4 million, respectively, of interest and penalties related to unrecognized tax benefits. The Company's major tax jurisdictions are the United States, the states of California and Massachusetts, Singapore, China, India, Germany, and Israel. The Company is subject to income tax audits by the respective tax authorities in all of the jurisdictions in which it operates. The examination of tax liabilities in each of these jurisdictions requires the interpretation and application of complex and sometimes uncertain tax laws and regulations. As of January 29, 2022, the Company is subject to examination in material jurisdictions including China, India, Israel, Singapore, Germany, and the United States for fiscal years 2003 through 2022. During the next 12 months, it is reasonably possible that the amount of unrecognized tax benefits could increase or decrease significantly due to changes in tax law in various jurisdictions, new tax audits and changes in the U.S. dollar as compared to foreign currencies within the next 12 months. Excluding these factors, uncertain tax positions may decrease by $2.0 million from the lapse of the statutes of limitations in various jurisdictions during the next 12 months. The Singapore Economic Development Board (“EDB”) initially granted a 10-year Pioneer Status in July 1999 to the Company’s Singapore subsidiary. In October 2004, the Company’s subsidiary in Singapore was granted a second incentive known as the Development and Expansion Incentive (“DEI”), and in June 2006, the EDB agreed to extend the Pioneer status for 15 years to June 2014. In fiscal 2015, the EDB extended the DEI tax incentives until June 2019, and during the second quarter of fiscal 2020, the EDB extended the DEI tax incentives until June 2024. The Company is currently in discussions with the EDB regarding further extension of the DEI tax incentive beyond June 2024. As a result of scheduling of the reversals of Singapore deferred tax assets, the majority are measured at the Singapore statutory tax rate of 17% for periods after June 2024. If the DEI is extended, in the period of such extension, the Company will be required to remeasure these Singapore deferred tax assets at a lower incentive tax rate, and this will result in a material reduction to our net deferred tax assets in Singapore and a corresponding material increase in our deferred income tax expense in that period. At this time, it is impracticable to estimate the amount of such potential adjustment, as the DEI extension negotiations for periods after June 2024 are in process. To retain the current DEI tax benefits through June 2024 in Singapore, the Company must meet certain operating conditions, headcount and investment requirements, as well as maintain certain activities in Singapore. In fiscal 2022, tax savings associated with this tax incentive were approximately $11.8 million, which if paid would impact the Company’s earnings per share by $0.01 per share in fiscal 2022. There was no such benefit in fiscal 2021 or 2020. Under the Israeli Encouragement law of “approved or benefited enterprise,” Marvell Israel (M.I.S.L) Ltd., is entitled to approved and benefited tax programs that include reduced tax rates and exemption of certain income with respect to its Galileo switches activity, subject to various operating and other conditions. Income from the approved or benefited enterprises, with the exception of capital gains, is eligible up to fiscal 2027. There was no tax benefit in fiscal 2022, 2021, and 2020. The Company’s principal source of liquidity as of January 29, 2022 consisted of approximately $613.5 million of cash and cash equivalents, of which approximately $498.0 million was held by subsidiaries outside of the United States. The Company has not recognized a deferred tax liability on $275.7 million of these assets as such amounts are deemed to be indefinitely reinvested. The Company manages its worldwide cash requirements by, among other things, reviewing available funds held by its foreign subsidiaries and the cost effectiveness by which those funds can be accessed in the United States . |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Jan. 29, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The Company reports both basic net income (loss) per share, which is based on the weighted-average number of common stock outstanding during the period, and diluted net income (loss) per share, which is based on the weighted-average number of common stock outstanding and potentially dilutive shares outstanding during the period. The computations of basic and diluted net income (loss) per share are presented in the following table (in thousands, except per share amounts): Year Ended January 29, January 30, February 1, Numerator: Net income (loss) $ (421,034) $ (277,298) $ 1,584,391 Denominator: Weighted-average shares — basic 796,855 668,772 664,709 Effect of dilutive securities: Stock-based awards — — 11,385 Weighted-average shares — diluted 796,855 668,772 676,094 Net income (loss) per share: Basic $ (0.53) $ (0.41) $ 2.38 Diluted $ (0.53) $ (0.41) $ 2.34 Potential dilutive securities include dilutive common stock from stock-based awards attributable to the assumed exercise of stock options, restricted stock units and employee stock purchase plan shares using the treasury stock method. Potential dilutive securities include dilutive common stock from stock-based awards attributable to the shares that could be issued upon conversion of the Company's convertible debt using the if-converted method. Under the treasury stock method and if-converted method, potential common stock outstanding are not included in the computation of diluted net income per share, if their effect is anti-dilutive. Anti-dilutive potential shares are presented in the following table (in thousands): Year Ended January 29, January 30, February 1, Weighted-average shares outstanding: stock-based awards 16,094 11,268 1,124 Convertible debt 549 — — |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Jan. 29, 2022 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Segment and Geographic Information The Company operates in one reportable segment — the design, development and sale of integrated circuits. The chief executive officer was identified as the chief operating decision maker (“CODM”) and is ultimately responsible for and actively involved in the allocation of resources and the assessment of the Company’s performance. The fact that the Company operates in only one reportable segment is based on the following: • 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. The following table presents long-lived asset information based on the physical location of the assets by geographic region (in thousands): January 29, January 30, Property and equipment, net: United States $ 319,030 $ 245,471 Singapore 83,382 29,603 Israel 23,678 14,152 India 16,089 18,832 China 11,567 12,810 Others 9,027 5,257 $ 462,773 $ 326,125 |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Jan. 29, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (in thousands) Balance at Additions Deductions Balance at Fiscal year ended January 29, 2022 Allowance for doubtful accounts $ 2,071 $ 1,526 $ (637) $ 2,960 Deferred tax asset valuation allowance $ 749,468 $ 253,951 $ — $ 1,003,419 Fiscal year ended January 30, 2021 Allowance for doubtful accounts $ 2,126 $ 1,442 $ (1,497) $ 2,071 Deferred tax asset valuation allowance $ 676,780 $ 72,688 $ — $ 749,468 Fiscal year ended February 1, 2020 Allowance for doubtful accounts $ 2,637 $ 3,448 $ (3,959) $ 2,126 Deferred tax asset valuation allowance $ 597,829 $ 78,951 $ — $ 676,780 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 29, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of PresentationThe Company’s fiscal year is the 52- or 53-week period ending on the Saturday closest to January 31. Accordingly, every fifth or sixth fiscal year will have a 53-week period. The additional week in a 53-week year is added to the fourth quarter, making such quarter consist of 14 weeks. Fiscal 2022, fiscal 2021 and fiscal 2020 each had a 52-week period. Certain prior period amounts have been reclassified to conform to current year presentation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to performance-based compensation, revenue recognition, provisions for sales returns and allowances, inventory excess and obsolescence, investment fair values, goodwill and other intangible assets, restructuring, income taxes, litigation and other contingencies. Actual results could differ from these estimates, and such differences could affect the results of operations reported in future periods. In the current macroeconomic environment affected by COVID-19, these estimates require increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, these estimates may change materially in future periods. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company accounts and transactions have been eliminated. The functional currency of the Company and its subsidiaries is the U.S. dollar. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents consist of cash on deposit with banks and time deposits. |
Investments in Equity Securities | Investments in Equity Securities The Company has equity investments in privately-held companies. If the Company has the ability to exercise significant influence over the investee, but not control, the Company accounts for the investment under the equity method. If the Company does not have the ability to exercise significant influence over the operations of the investee, the Company accounts for the investment under the measurement alternative method. Investments in privately-held companies are included in other non-current assets and subject to impairment review on an ongoing basis. Investments are considered impaired when the fair value is below the investment’s cost basis. This assessment is based on a qualitative and quantitative analysis, including, but not limited to, the investee’s revenue and earnings trends, available cash and liquidity, and the status of the investee’s products and the related market for such products. |
Concentration of Credit Risk and Significant Customers | Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to a significant concentration of credit risk consist principally of cash equivalents and accounts receivable. Cash and cash equivalents are maintained with high-quality financial institutions, the composition and maturities of which are regularly monitored by management. The Company believes that the concentration of credit risk in its trade receivables is substantially mitigated by the Company’s credit evaluation process, relatively short collection terms and the high level of credit worthiness of its customers. For customers including distributors, the Company performs ongoing credit evaluations of their financial conditions and limits the amount of credit extended when deemed necessary based upon payment history and their current credit worthiness, but generally requires no collateral. The Company regularly reviews the allowance for bad debt and doubtful accounts by considering factors such as historical experience, credit quality, reasonable and supportable forecasts, age of the accounts receivable balances and current economic conditions that may affect a customer’s ability to pay. The Company’s accounts receivable was concentrated with six customers at January 29, 2022, who comprise a total of 52% of gross accounts receivable, compared with four customers at January 30, 2021, who represented 53% of gross accounts receivable, respectively. This presentation is at the customer consolidated level. During fiscal 2022, 2021 and 2020, there was no net revenue attributable to a customer, other than one distributor, whose revenues as a percentage of net revenue was 10% or greater of total net revenues. Net revenue attributable to significant distributors whose revenues as a percentage of net revenue was 10% or greater of total net revenues is presented in the following table: Year Ended January 29, 2022 January 30, 2021 February 1, 2020 Distributor: Distributor A 15 % 13 % 12 % The Company continuously monitors the creditworthiness of its distributors and believes these distributors’ sales to diverse end customers and to diverse geographies further serve to mitigate the Company’s exposure to credit risk. |
Inventories | Inventories Inventory is stated at the lower of cost or net realizable value, cost being determined under the first-in, first-out method. The total carrying value of the Company’s inventory is reduced for any difference between cost and estimated net realizable value of inventory that is determined to be excess, obsolete or unsellable inventory based upon assumptions about future demand and market conditions. If actual future demand for the Company’s products is less than currently forecasted, the Company may be required to write inventory down below the current carrying value. Once the carrying value of inventory is reduced, it is maintained until the product to which it relates is sold or otherwise disposed. Inventoriable shipping and handling costs are classified as a component of cost of goods sold in the consolidated statements of operations. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net, are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which ranges from 2 to 7 years for machinery and equipment, and 3 to 4 years for computer software, and furniture and fixtures. Buildings are depreciated over an estimated useful life of 30 years and building improvements are depreciated over estimated useful lives of 15 years. Leasehold improvements are depreciated over the shorter of the remaining lease term or the estimated useful life of the asset. |
Goodwill | Goodwill Goodwill is recorded when the consideration paid for a business acquisition exceeds the fair value of net tangible and intangible assets acquired. Goodwill is measured and tested for impairment annually on the last business day of the fiscal fourth quarter and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount or the Company may determine to proceed directly to the quantitative impairment test. If the Company assesses qualitative factors and concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount or if the Company determines not to use the qualitative assessment, then a quantitative impairment test is performed. The quantitative impairment test requires comparing the fair value of the reporting unit to its carrying value, including goodwill. The Company has identified that its business operates as a single operating segment and as a single reporting unit for the purpose of goodwill impairment testing. An impairment exists if the fair value of the reporting unit is lower than its carrying value. If the fair value of the reporting unit is lower than its carrying value, the Company would record an impairment loss in the fiscal quarter in which the determination is made. |
Long-Lived Assets and Intangible Assets | Long-Lived Assets and Intangible Assets The Company assesses the impairment of long-lived assets and intangible assets whenever events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable. The Company estimates the future cash flows, undiscounted and without interest charges, expected to be generated by the assets from its use or eventual disposition. If the sum of the expected undiscounted future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Please see “Note 5 - Goodwill and Acquired Intangible Assets, Net” for further details regarding impairment of acquisition-related identified intangible assets. Acquisition-related identified intangible assets are amortized on a straight-line basis over their estimated economic lives, except for certain customer contracts and related relationships, which are amortized using an accelerated method of amortization over the expected customer lives. In-process research and development (“IPR&D”) is not amortized until the completion of the related development. |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease ROU assets also include any initial direct costs and prepayments less lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. As the Company's leases do not provide an implicit rate, the Company uses its collateralized incremental borrowing rate based on the information available at the lease commencement date, including lease term, in determining the present value of lease payments. Lease expense for these leases is recognized on a straight line basis over the lease term. |
Foreign Currency Transactions | Foreign Currency Transactions The functional currency of all of the Company’s non-United States (“U.S.”) operations is the U.S. dollar. Monetary accounts maintained in currencies other than the U.S. dollar are re-measured using the foreign exchange rate at the balance sheet date. Operational accounts and nonmonetary balance sheet accounts are measured and recorded at the exchange rate in effect at the date of the transaction. The effects of foreign currency re-measurement are reported in current operations. |
Revenue Recognition | Revenue Recognition Product revenue is recognized at a point in time when control of the asset is transferred to the customer. Substantially all of the Company's revenue is derived from product sales. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a product to a customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. For product revenue, the performance obligation is deemed to be the delivery of the product and therefore, the revenue is generally recognized upon shipment to customers, net of accruals for estimated sales returns and rebates. These estimates are based on historical returns analysis and other known factors. The Company accounts for rebates by recording reductions to revenue for rebates in the same period that the related revenue is recorded. The amount of these reductions is based upon the terms agreed to with the customer. Product revenue on sales made to distributors is recognized upon shipment, net of estimated variable consideration. Variable consideration primarily consists of price discounts, price protection, rebates, and stock rotation programs and is estimated based on a portfolio approach using the expected value method derived from historical data, current economic conditions, and contractual terms. A portion of the Company's net revenue is derived from sales through third-party logistics providers who maintain warehouses in close proximity to our customer’s facilities. Revenue from sales through these third-party logistics providers is not recognized until the product is pulled from stock by the customer. The Company’s products are generally subject to warranty, which provides for the estimated future costs of replacement upon shipment of the product. The Company’s products carry a standard one-year warranty, with certain exceptions in which the warranty period can extend to more than one year based on contractual agreements. The warranty accrual is estimated primarily based on historical claims compared to historical revenues and assumes that the Company will have to replace products subject to a claim. From time to time, the Company becomes aware of specific warranty situations, and it records specific accruals to cover these exposures. Warranty expenses were not material for the periods presented. |
Business Combinations | Business Combinations The Company allocates the fair value of the purchase consideration of its acquisitions to the tangible assets, liabilities, and intangible assets acquired, including IPR&D, based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. IPR&D is initially capitalized at fair value as an intangible asset with an indefinite life and assessed for impairment thereafter. When an IPR&D project is completed, the IPR&D is reclassified as an amortizable purchased intangible asset and amortized over the asset’s estimated useful life. Acquisition-related expenses and related restructuring costs are recognized separately from the business combination and are expensed as incurred. |
Advertising Expense | Advertising ExpenseAdvertising costs are expensed as incurred. |
Share-Based Compensation | Stock-Based Compensation Stock-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite service vesting period. The Company amortizes stock-based compensation expense for time-based awards under the straight-line attribution method over the vesting period. Stock-based compensation expense for performance-based awards is recognized when it becomes probable that the performance conditions will be met. The Company amortizes stock-based compensation expense for performance-based awards using the accelerated method. The fair value of each restricted stock unit is estimated based on the market price of the Company’s common stock on the date of grant less the expected dividend yield. The Company estimates the fair value of stock purchase awards on the date of grant using the Black Scholes option-pricing model. The fair value of performance-based awards based on total shareholder return (“TSR”) and value creation (“VCA”) awards are estimated on the date of grant using a Monte Carlo simulation model. Forfeitures are recorded when they occur. Previously recognized expense is reversed for the portion of awards forfeited prior to vesting as and when forfeitures occur. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss), net of tax is comprised of net income and net change in unrealized gains and losses on cash flow hedges. For fiscal 2022, 2021 and 2020, there were no reconciling differences between net income (loss) and comprehensive income (loss). |
Accounting for Income Taxes | Accounting for Income Taxes The Company estimates its income taxes in the jurisdictions in which it operates. This process involves estimating the Company's actual tax exposure together with assessing temporary differences resulting from the differing treatment of certain items for tax return and financial statement purposes. These differences result in deferred tax assets and liabilities, which are included in the Company's consolidated balance sheets. The Company recognizes income taxes using an asset and liability approach. This approach requires the recognition of taxes payable or refundable for the current year, and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company's consolidated financial statements or tax returns. The measurement of current and deferred taxes is based on provisions of the enacted tax law and the effects of future changes in tax laws or rates are not anticipated. Evaluating the need for a valuation allowance on deferred tax assets requires judgment and analysis of all available positive and negative evidence, including recent earnings history and cumulative losses in recent years, reversals of deferred tax liabilities, projected future taxable income, and tax planning strategies to determine whether all or some portion of the deferred tax assets will not be realized. We establish a valuation allowance for deferred tax assets, when it is determined that it is more likely than not that they will not be realized. Valuation allowances have been provided primarily against U.S. and state research and development credits and certain acquired net operating losses and deferred tax assets of foreign subsidiaries. A change in the assessment of the realizability of deferred tax assets may materially impact the Company's tax provision in the period in which a change occurs. Taxes due on Global Intangible Low-Taxed Income (GILTI) inclusions in U.S. are recognized as a current period expense when incurred. As a multinational corporation, the Company conducts its business in many countries and is subject to taxation in many jurisdictions. The taxation of the business is subject to the application of various and sometimes conflicting tax laws and regulations as well as multinational tax conventions. The Company's effective tax rate is highly dependent upon the geographic distribution of the Company's worldwide earnings or losses, the tax laws and regulations in various localities, the availability of tax incentives, tax credits and loss carryforwards, and the effectiveness of the Company's tax planning strategies, including the Company's estimates of the fair value of its intellectual property. The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws themselves are subject to change as a result of changes in fiscal policy, changes in legislation, and the evolution of regulations and court rulings. Consequently, taxing authorities may impose tax assessments or judgments against us that could materially affect the Company's tax liability and/or effective income tax rate. The Company is subject to income tax audits by tax authorities in the jurisdictions in which it operates. The Company recognizes the effect of income tax positions only if these positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is more than 50% likely to be realized. Changes in judgment regarding the recognition or measurement of uncertain tax positions are reflected in the period in which the change occurs. The Company records interest and penalties related to unrecognized tax benefits in income tax expense. The calculation of the Company's tax liabilities involves the inherent uncertainty associated with complex tax laws. The Company believes it has adequately provided for in its financial statements additional taxes that it estimates may be required to be paid as a result of such examinations. While the Company believes that it has adequately provided for all tax positions, amounts asserted by tax authorities could be greater or less than its accrued position. Unpaid tax liabilities, including the interest and penalties, are released pursuant to a final settlement with tax authorities, completion of audit or expiration of various statutes of limitations. The material jurisdictions in which the Company may be subject to potential examination by tax authorities throughout the world include China, India, Israel, Singapore, Germany, and the United States. The recognition and measurement of current taxes payable or refundable, and deferred tax assets and liabilities require that the Company make certain estimates and judgments. Changes to these estimates or judgments may have a material effect on the Company's tax provision in a future period. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Pronouncements Recently Adopted In December 2019, the FASB issued an accounting standards update that simplifies the accounting for income taxes by eliminating certain exceptions related to the approach for intraperiod tax allocation and modified the methodology for calculating income taxes in an interim period. It also clarifies and simplifies other aspects of the accounting for income taxes. The new standard was adopted by the Company on January 31, 2021 on a prospective basis and did not have a material effect on the Company's consolidated financial statements. Accounting Pronouncements Not Yet Effective In August 2020, the FASB issued an accounting standards update that simplifies the accounting for convertible debt instruments by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the primary contract. The standard requires a convertible debt instrument to be accounted for as a single liability measured at its amortized cost as long as no other features require bifurcation and recognition as derivatives. It also made changes to the disclosures for convertible instruments and earnings-per-share guidance, among other updates. The guidance is effective for the Company beginning in the first quarter of fiscal year 2023, with early adoption permitted and permits the use of either the modified retrospective or fully retrospective method of transition. The Company does not expect the adoption of this guidance to have a material effect on its consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Net Revenue Attributable to Significant Customers | Year Ended January 29, 2022 January 30, 2021 February 1, 2020 Distributor: Distributor A 15 % 13 % 12 % |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table summarizes net revenue disaggregated by end market (in thousands, except percentages): Year Ended % of Total Year Ended % of Total Year Ended % of Total Net revenue by end market: Data center $ 1,784,644 40 % $ 1,040,726 35 % $ 823,841 31 % Carrier infrastructure 820,377 18 % 599,527 20 % 369,901 14 % Enterprise networking 907,736 20 % 636,032 22 % 569,574 21 % Consumer 699,985 16 % 574,627 19 % 845,825 31 % Automotive/industrial 249,641 6 % 117,988 4 % 90,020 3 % $ 4,462,383 100 % $ 2,968,900 100 % $ 2,699,161 100 % The following table summarizes net revenue disaggregated by primary geographical market based on destination of shipment (in thousands, except percentages): Year Ended % of Total Year Ended % of Total Year Ended % of Total Net revenue based on destination of shipment: China $ 1,970,544 44 % $ 1,268,820 43 % $ 1,071,028 40 % United States 484,042 11 % 321,448 11 % 258,827 10 % Thailand 355,296 8 % 251,408 8 % 230,218 9 % Malaysia 275,967 6 % 254,053 9 % 226,358 8 % Japan 222,831 5 % 142,554 5 % 162,399 6 % Singapore 220,809 5 % 107,573 4 % 80,120 3 % Philippines 213,393 5 % 166,734 6 % 221,566 8 % Others 719,501 16 % 456,310 14 % 448,645 16 % $ 4,462,383 $ 2,968,900 $ 2,699,161 The following table summarizes net revenue disaggregated by customer type (in thousands, except percentages): Year Ended % of Total Year Ended % of Total Year Ended % of Total Net revenue by customer type: Direct customers $ 3,314,497 74 % $ 2,213,645 75 % $ 2,041,089 76 % Distributors 1,147,886 26 % 755,255 25 % 658,072 24 % $ 4,462,383 $ 2,968,900 $ 2,699,161 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Total Merger Consideration | The following table summarized the total merger consideration (in thousands): Common stock issued or to be issued $ 971,022 Stock consideration for replacement equity awards attributable to pre-combination service 33,224 Total merger consideration $ 1,004,246 The following table summarized the total merger consideration (in thousands): Cash consideration $ 3,673,217 Common stock issued 5,917,811 Stock consideration for replacement equity awards attributable to pre-combination service 82,346 Equity component of convertible debt 244,155 Total merger consideration $ 9,917,529 The following table summarizes the total merger consideration (in thousands): Cash consideration $ 486,669 Stock consideration for replacement equity awards attributable to pre-combination service 15,520 Total merger consideration $ 502,189 |
Purchase Price Allocation | The purchase price allocation is as follows (in thousands): Previously Reported Measurement Period Adjustment January 29, 2022 Cash and cash equivalents $ 60,436 $ — $ 60,436 Inventories 69,991 — 69,991 Goodwill 470,000 (7,612) 462,388 Acquired intangible assets, net 433,000 — 433,000 Other, net (29,181) 7,612 (21,569) Total merger consideration $ 1,004,246 $ — $ 1,004,246 The purchase price allocation is as follows (in thousands): Previously Reported Measurement Period Adjustment January 29, 2022 Cash and cash equivalents $ 72,251 $ — $ 72,251 Accounts receivable, net 99,728 — 99,728 Inventories 270,382 — 270,382 Prepaid expenses and other current assets 213,292 — 213,292 Property and equipment, net 98,528 — 98,528 Acquired intangible assets, net 4,420,000 — 4,420,000 Other non-current assets 145,856 (47,073) 98,783 Goodwill 5,628,705 57,528 5,686,233 Accounts payable and accrued liabilities (189,807) (189,807) Convertible debt - short-term (313,664) — (313,664) Convertible debt - long-term (240,317) — (240,317) Other non-current liabilities (287,425) (10,455) (297,880) Total merger consideration $ 9,917,529 $ — $ 9,917,529 The purchase price allocation is as follows (in thousands): Inventories $ 106,465 Prepaid expenses and other current assets 17,495 Property and equipment, net 25,677 Acquired intangible assets, net 379,000 Other non-current assets 6,870 Goodwill 129,998 Accrued liabilities (64,155) Deferred tax liabilities (7,200) Other non-current liabilities (650) $ 593,500 The purchase price allocation is as follows (in thousands): Cash and short-term investments $ 27,914 Inventory 33,900 Goodwill 226,545 Acquired intangible assets 193,000 Other non-current assets 36,172 Accrued liabilities (21,813) Other, net 6,471 $ 502,189 |
Supplemental Pro Forma Financial Information | The unaudited supplemental pro forma financial information for the periods presented is as follows (in thousands): Year Ended January 29, January 30, February 1, Pro forma net revenue $ 4,638,476 $ 3,686,021 $ 3,011,550 Pro forma net income (loss) $ (211,900) $ (1,351,400) $ 1,532,594 |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets, Net (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets by Major Class | In connection with the Innovium acquisition on October 5, 2021, the Company acquired $433.0 million of intangible assets as follows (in thousands, except for weighted-average useful life as of acquisition date): Preliminary Estimated Asset Fair Value Weighted-Average Useful Life (Years) Developed technology $ 274,000 8.00 Customer contracts and related relationships 66,000 8.00 IPR&D 93,000 n/a $ 433,000 In connection with the Inphi acquisition on April 20, 2021, the Company acquired $4.4 billion of intangible assets as follows (in thousands, except for weighted-average useful life as of acquisition date): Preliminary Estimated Asset Fair Value Weighted-Average Useful Life (Years) Developed technology $ 2,010,000 6.00 Customer contracts and related relationships 1,470,000 6.00 Order backlog 70,000 0.80 Trade name 50,000 5.00 IPR&D 820,000 n/a $ 4,420,000 As of January 29, 2022 and January 30, 2021, net carrying amounts are as follows (in thousands, except for weighted-average remaining amortization period): January 29, 2022 Gross Accumulated Net Weighted -Average Remaining Amortization Period (Years) Developed technologies $ 4,744,100 $ (1,333,696) $ 3,410,404 5.17 Customer contracts and related relationships 2,184,000 (519,622) 1,664,378 5.21 Trade names 73,000 (26,198) 46,802 3.95 Order backlog 70,000 (67,162) 2,838 0.03 Total acquired amortizable intangible assets 7,071,100 (1,946,678) 5,124,422 5.17 IPR&D 1,029,000 — 1,029,000 n/a Total acquired intangible assets $ 8,100,100 $ (1,946,678) $ 6,153,422 January 30, 2021 Gross Accumulated Net Weighted-Average Remaining Amortization Period (Years) Developed technologies $ 2,454,000 $ (724,215) $ 1,729,785 5.54 Customer contracts and related relationships 643,000 (228,845) 414,155 5.62 Trade names 23,000 (14,240) 8,760 2.20 Total acquired amortizable intangible assets 3,120,000 (967,300) 2,152,700 5.54 IPR&D 118,000 — 118,000 n/a Total acquired intangible assets $ 3,238,000 $ (967,300) $ 2,270,700 |
Schedule of Indefinite-Lived Intangible Assets | As of January 29, 2022 and January 30, 2021, net carrying amounts are as follows (in thousands, except for weighted-average remaining amortization period): January 29, 2022 Gross Accumulated Net Weighted -Average Remaining Amortization Period (Years) Developed technologies $ 4,744,100 $ (1,333,696) $ 3,410,404 5.17 Customer contracts and related relationships 2,184,000 (519,622) 1,664,378 5.21 Trade names 73,000 (26,198) 46,802 3.95 Order backlog 70,000 (67,162) 2,838 0.03 Total acquired amortizable intangible assets 7,071,100 (1,946,678) 5,124,422 5.17 IPR&D 1,029,000 — 1,029,000 n/a Total acquired intangible assets $ 8,100,100 $ (1,946,678) $ 6,153,422 January 30, 2021 Gross Accumulated Net Weighted-Average Remaining Amortization Period (Years) Developed technologies $ 2,454,000 $ (724,215) $ 1,729,785 5.54 Customer contracts and related relationships 643,000 (228,845) 414,155 5.62 Trade names 23,000 (14,240) 8,760 2.20 Total acquired amortizable intangible assets 3,120,000 (967,300) 2,152,700 5.54 IPR&D 118,000 — 118,000 n/a Total acquired intangible assets $ 3,238,000 $ (967,300) $ 2,270,700 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table presents the estimated future amortization expense of acquired amortizable intangible assets as of January 29, 2022 (in thousands): Fiscal Year Amount 2023 $ 1,050,897 2024 1,039,160 2025 987,134 2026 938,966 2027 787,975 Thereafter 320,290 $ 5,124,422 |
Supplemental Financial Inform_2
Supplemental Financial Information (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash and Cash Equivalents | January 29, January 30, Cash and cash equivalents: Cash $ 435,885 $ 633,822 Cash equivalents: Time deposits 177,648 114,645 Cash and cash equivalents $ 613,533 $ 748,467 |
Schedule of Accounts Receivable, Net | January 29, January 30, Accounts receivable, net: Accounts receivable $ 1,051,543 $ 538,739 Less: Doubtful accounts (2,960) (2,071) Accounts receivable, net $ 1,048,583 $ 536,668 |
Schedule of Inventories | January 29, January 30, Inventories: Work-in-process $ 578,897 $ 187,351 Finished goods 141,434 80,877 Inventories $ 720,331 $ 268,228 |
Schedule of Property and Equipment, Net | January 29, January 30, Property and equipment, net: Machinery and equipment $ 895,309 $ 693,689 Land, buildings, and leasehold improvements 293,579 284,532 Computer software 109,135 103,789 Furniture and fixtures 30,136 26,990 1,328,159 1,109,000 Less: Accumulated depreciation (865,386) (782,875) Property and equipment, net $ 462,773 $ 326,125 |
Schedule of Other Non-current Assets | January 29, January 30, Other non-current assets: Technology and other licenses (1) $ 490,178 $ 242,244 Prepaid ship and debit 215,931 131,657 Operating right-of-use assets 142,029 101,411 Prepayments on supply capacity reservation agreements 54,587 — Non-marketable equity investments 30,679 7,646 Other 60,911 58,611 Other non-current assets $ 994,315 $ 541,569 |
Schedule of Accrued Liabilities | January 29, January 30, Accrued liabilities: Variable consideration estimates (1) $ 258,614 $ 180,995 Technology license obligations 84,185 71,130 Deferred non-recurring engineering credits 71,169 37,300 Deferred revenue 38,962 16,146 Lease liabilities - current 38,151 32,461 Accrued income tax payable 23,348 2,246 Accrued interest payable 20,116 8,709 Accrued royalty 17,429 12,740 Accrued legal reserve 8,537 50,101 Other 62,050 23,788 Accrued liabilities $ 622,561 $ 435,616 (1) Variable consideration estimates consist of estimated customer returns, price discounts, price protection, rebates, and stock rotation programs. |
Schedule of Other Non-current Liabilities | January 29, January 30, Other non-current liabilities: Technology license obligations $ 304,343 $ 86,241 Lease liabilities - non current 140,349 104,417 Non-current income taxes payable 34,963 22,526 Deferred tax liabilities 34,508 22,359 Other 18,984 23,310 Other non-current liabilities $ 533,147 $ 258,853 |
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) | The changes in accumulated other comprehensive income (loss) by components for the comparative period are presented in the following table (in thousands): Unrealized Balance at February 1, 2020 $ — Other comprehensive income (loss) before reclassifications 1,214 Amounts reclassified from accumulated other comprehensive income (loss) (1,214) Net current-period other comprehensive loss, net of tax $ — Balance at January 30, 2021 $ — |
Schedule of Other Income | Year Ended January 29, January 30, February 1, Other income, net: Gain on sale of business (1) $ — $ — $ 1,121,709 Currency remeasurement loss (1,113) (1,914) (2,817) Other income 3,877 4,800 3,663 Other Income, net $ 2,764 $ 2,886 $ 1,122,555 (1) On December 6, 2019, the Company completed the divestiture of the Wi-Fi Connectivity business to NXP USA, Inc, a subsidiary of NXP Semiconductors. Based on the terms of the agreement, the Company received sale consideration of $1.7 billion in cash proceeds. In fiscal year 2020, the Company recognized a pre-tax gain on sale of $1.1 billion in conjunction with the divestiture of the Wi-Fi Connectivity business. |
Schedule of Supplemental Cash Flow Information | Year Ended January 29, January 30, February 1, Supplemental Cash Flow Information: Cash paid for interest $ 91,202 $ 54,575 $ 76,506 Cash paid for income taxes, net $ 7,929 $ 14,203 $ 117,529 Non-Cash Investing and Financing Activities: Non-cash consideration paid for the acquisitions $ 7,231,823 $ — $ 15,520 Purchase of software and intellectual property under license obligations $ 325,459 $ 68,807 $ 193,149 Unpaid purchase of property and equipment at end of year $ 20,696 $ 10,061 $ 23,015 Unpaid equity and debt financing costs $ — $ 1,729 $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets and Liabilities Measured on Recurring Basis | The tables below set forth, by level, the Company’s assets and liabilities that are measured at fair value on a recurring basis. The tables do not include assets and liabilities that are measured at historical cost or any basis other than fair value (in thousands): Fair Value Measurements at January 29, 2022 Level 1 Level 2 Level 3 Total Items measured at fair value on a recurring basis: Assets Cash equivalents: Time deposits $ — $ 177,648 $ — $ 177,648 Other non-current assets: Marketable equity investments 1,234 — — 1,234 Severance pay fund — 703 — 703 Total assets $ 1,234 $ 178,351 $ — $ 179,585 The carrying value of investments in non-marketable equity securities recorded to fair value on a non-recurring basis is adjusted for observable transactions for identical or similar investments of the same issuer or for impairment. These securities relate to equity investments in privately-held companies. These items measured at fair value on a non-recurring basis are classified as Level 3 in the fair value hierarchy because the value is estimated based on valuation methods using the observable transaction price at the transaction date and other unobservable inputs such as volatility, rights and obligations of the securities held. As of January 29, 2022, non-marketable equity investments had a carrying value of $30.7 million and are included in other non-current assets in the Company’s consolidated balance sheets. Fair Value Measurements at January 30, 2021 Level 1 Level 2 Level 3 Total Items measured at fair value on a recurring basis: Assets Cash equivalents: Time deposits $ — $ 114,645 $ — $ 114,645 Other non-current assets: Severance pay fund — 623 — 623 Total assets $ — $ 115,268 $ — $ 115,268 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Debt | The following table summarizes the Company's outstanding debt at January 29, 2022 and January 30, 2021 (in thousands): January 29, 2022 January 30, 2021 Face Value Outstanding: 2018 Term Loan $ — $ 200,000 2020 Term Loan - 3 Year Tranche 735,000 — 2020 Term Loan - 5 Year Tranche 853,125 — Term Loan Total 1,588,125 200,000 4.200% MTG/MTI 2023 Senior Notes 499,952 500,000 4.875% MTG/MTI 2028 Senior Notes 499,915 500,000 1.650% 2026 Senior Notes 500,000 — 2.450% 2028 Senior Notes 750,000 — 2.950% 2031 Senior Notes 750,000 — Senior Notes Total 2,999,867 1,000,000 Total borrowings $ 4,587,992 $ 1,200,000 Less: Unamortized debt discount and issuance cost (40,015) (7,189) Net carrying amount of debt $ 4,547,977 $ 1,192,811 Less: Current portion (1) 63,166 199,641 Non-current portion $ 4,484,811 $ 993,170 |
Aggregate Future Contractual Maturities of Debt | As of January 29, 2022, the aggregate future contractual maturities of the Company's outstanding debt, at face value, were as follows (in thousands): Fiscal Year Amount 2023 $ 65,625 2024 587,452 2025 844,375 2026 131,250 2027 959,375 Thereafter 1,999,915 Total $ 4,587,992 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Leases [Abstract] | |
Schedule of Lease Expense and Supplemental Cash Flow Information | Lease expense and supplemental cash flow information are as follows (in thousands): Year Ended January 29, January 30, February 1, Operating lease expense $ 61,700 $ 47,819 $ 49,679 Cash paid for amounts included in the measurement of operating lease liabilities $ 45,078 $ 36,849 $ 33,161 Right-of-use assets obtained in exchange for lease obligation $ 95,363 $ 26,605 $ 28,928 |
Maturities of Operating Lease Liabilities | The aggregate future lease payments for operating leases as of January 29, 2022 are as follows (in thousands): Fiscal Year Operating Leases Sublease Income 2023 $ 43,673 $ (4,770) 2024 35,285 (5,386) 2025 26,042 (5,547) 2026 22,059 (5,714) 2027 20,822 (5,885) Thereafter 40,924 (10,444) Total lease payments 188,805 (37,746) Less: imputed interest 10,305 Present value of lease liabilities $ 178,500 |
Schedule of Average Lease Terms And Discount Rates | Average lease terms and discount rates were as follows: Year Ended January 29, January 30, Weighted-average remaining lease term (years) 5.95 5.11 Weighted-average discount rate 2.47 % 3.85% |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Restructuring and Related Activities [Abstract] | |
Reconciliation of Beginning and Ending Restructuring Liability Balances by Major Type of Costs | The following table provides a summary of restructuring related charges as presented in the consolidated statements of operations (in thousands): Year Ended January 29, January 30, February 1, Cost of goods sold $ (753) $ 9,594 $ — Restructuring related charges 32,342 170,759 55,328 $ 31,589 $ 180,353 $ 55,328 The following table presents details related to the restructuring related charges as presented in the consolidated statements of operations (in thousands): Year Ended January 29, January 30, February 1, Employee severance $ 24,078 $ 38,499 $ 31,205 Other 7,511 141,854 24,123 $ 31,589 $ 180,353 $ 55,328 |
Summary of Restructuring and Other Related Charges | The following table sets forth a reconciliation of the beginning and ending restructuring liability balances by each major type of costs associated with the restructuring charges (in thousands): July 2018 Restructuring November 2019 Restructuring July 2020 Restructuring Fiscal 2022 Restructuring Employee Severance Other Employee Severance Other Employee Severance Other Employee Severance Other Total Balance at February 1, 2020 $ 916 $ 993 $ 12,312 $ 207 $ — $ — $ — $ — $ 14,428 Charges 24,158 23,928 3,170 (23) 12,423 117,955 — — 181,611 Net Cash payments (22,751) (6,655) (15,323) (184) (9,309) (2,792) — — (57,014) Non-cash Items — (16,097) — — — (112,128) — — (128,225) Balance at January 30, 2021 2,323 2,169 159 — 3,114 3,035 — — 10,800 Charges (518) 8,558 (23) — (316) (1,047) 24,137 798 31,589 Net Cash payments (1,417) (3,323) — — (2,536) (509) (22,041) (798) (30,624) Non-cash items — (6,200) — — — — — (6,200) Balance at January 29, 2022 388 1,204 136 — 262 1,479 2,096 — 5,565 Less: non-current portion — 947 — — — 294 — — 1,241 Current portion $ 388 $ 257 $ 136 $ — $ 262 $ 1,185 $ 2,096 $ — $ 4,324 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Lease Payments Under Technology License Obligations | Total future unconditional purchase commitments as of January 29, 2022, are as follows (in thousands): Fiscal Year Purchase Commitments to Technology 2023 $ 1,087,564 $ 171,120 2024 453,609 149,807 2025 521,485 106,340 2026 484,100 32,533 2027 301,937 34,490 Thereafter 326,393 193,501 Total unconditional purchase commitments $ 3,175,088 $ 687,791 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Equity [Abstract] | |
Schedule of Repurchases | A summary of the stock repurchase activity under the stock repurchase program, reported based on the trade date, is summarized as follows (in thousands, except per-share amounts): Shares Weighted- Amount Cumulative balance at February 2, 2019 292,406 $ 13.27 $ 3,880,531 Repurchase of common stock under the stock repurchase program 14,486 $ 25.15 $ 364,272 Cumulative balance at February 1, 2020 306,892 $ 13.83 $ 4,244,803 Repurchase of common stock under the stock repurchase program 1,251 $ 20.14 $ 25,202 Cumulative balance at January 30, 2021 308,143 $ 13.86 $ 4,270,005 Repurchase of common stock under the stock repurchase program — $ — $ — Cumulative balance at January 29, 2022 308,143 $ 13.86 $ 4,270,005 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | The following table summarizes stock-based compensation expense (in thousands): Year Ended January 29, January 30, February 1, Cost of goods sold $ 31,081 $ 16,320 $ 13,759 Research and development 273,247 150,867 157,054 Selling, general and administrative 173,217 74,352 71,996 Total stock-based compensation $ 477,545 $ 241,539 $ 242,809 |
Schedule of Nonvested Share Activity | A summary of restricted stock unit activity, which includes time-based and performance-based or market-based restricted stock units, is as follows (in thousands, except per-share amounts): Time-Based Performance-Based Market-Based Total Number of Weighted- Number of Weighted- Number of Weighted- Number of Weighted- Balance at February 2, 2019 19,045 $ 19.15 948 $ 16.58 1,178 $ 15.40 21,171 $ 18.82 Assumed upon acquisition [3] 1,341 $ 25.61 — $ — — $ — 1,341 $ 25.61 Granted 9,340 $ 23.36 288 [1] $ 13.90 3,621 [2] $ 15.39 13,249 $ 20.98 Vested (10,781) $ 20.01 (576) $ 13.90 (713) $ 11.62 (12,070) $ 19.23 Canceled/Forfeited (3,661) $ 20.57 (149) $ 17.86 (173) $ 21.12 (3,983) $ 20.49 Balance at February 1, 2020 15,284 $ 21.34 511 $ 17.71 3,913 $ 15.83 19,708 $ 20.15 Granted 7,437 $ 26.18 143 [1] $ 14.13 989 [2] $ 33.35 8,569 $ 26.80 Vested (9,287) $ 21.28 (390) $ 14.11 (328) $ 14.60 (10,005) $ 20.79 Canceled/Forfeited (2,090) $ 22.89 (4) $ 21.32 (296) $ 18.86 (2,390) $ 22.39 Balance at January 30, 2021 11,344 $ 24.27 260 $ 21.06 4,278 $ 19.77 15,882 $ 23.00 Assumed upon acquisition [3] 10,851 $ 46.40 134 $ 45.67 — $ — 10,985 $ 46.39 Granted 6,717 $ 55.47 145 [1] $ 65.36 733 [2] $ 51.85 7,595 $ 55.31 Vested (9,687) $ 32.34 (134) $ 45.67 (2,908) $ 12.50 (12,729) $ 27.95 Canceled/Forfeited (2,027) $ 36.61 (260) $ 21.06 (63) $ 35.19 (2,350) $ 34.84 Balance at January 29, 2022 17,198 $ 44.42 145 $ 65.36 2,040 $ 41.18 19,383 $ 44.23 [1] Amount represents the number of restricted stock unit goal shares. [2] Amount represents the target number of restricted stock units at grant date and restricted stock unit goal shares, including 733 TSR RSU shares in fiscal 2022, 989 TSR RSU shares in fiscal 2021 and 824 TSR RSU shares and 2,797 VCA RSU shares in fiscal 2020. [3] See “Note 4 - Business Combinations” for additional information. |
Schedule of Stock Option Activity | Stock option activity under the Company’s Option Plan and other stock incentive plans mentioned above (excluding the ESPP) is included in the following table (in thousands, except for per share amounts): Number of Weighted- Balance at February 2, 2019 9,624 $ 12.87 Assumed upon acquisition* 808 $ 9.20 Granted — $ — Exercised (6,178) $ 12.67 Canceled/Forfeited (37) $ 13.57 Balance at February 1, 2020 4,217 $ 12.44 Granted — $ — Exercised (1,301) $ 11.63 Canceled/Forfeited (21) $ 12.88 Balance at January 30, 2021 2,895 $ 12.81 Assumed upon acquisition* 549 $ 6.97 Granted — $ — Exercised (889) $ 10.43 Canceled/Forfeited (110) $ 9.80 Balance at January 29, 2022 2,445 $ 12.51 Vested or expected to vest at January 29, 2022 2,445 $ — * See “Note 4 - Business Combinations” for more information. |
Schedule of Outstanding Options and Exercisable Options Information, by Range of Exercise Prices | Outstanding options and exercisable options information by range of exercise prices as of January 29, 2022 was as follows: Outstanding Options Exercisable Options Range of Number of Weighted- Weighted- Number of Weighted- $ 2.38 $ 10.31 312 4.11 $ 6.75 284 $ 6.83 $ 10.76 $ 10.76 767 1.24 $ 10.76 767 $ 10.76 $ 10.89 $ 13.96 234 2.79 $ 12.55 229 $ 12.52 $ 14.35 $ 14.35 496 3.28 $ 14.35 496 $ 14.35 $ 14.45 $ 22.27 636 2.74 $ 16.01 629 $ 15.98 Total 2,445 2.56 $ 12.51 2,405 $ 12.57 |
Weighted Average Assumptions Used to Calculate Fair Value Awards | The following weighted-average assumptions were used for each respective period to calculate the fair value of common stock to be issued under the ESPP on the date of grant using the Black-Scholes option pricing model: Year Ended January 29, January 30, February 1, Employee Stock Purchase Plan: Estimated fair value $ 24.14 $ 15.12 $ 7.06 Expected volatility 46 % 48 % 35 % Expected term (in years) 1.3 1.2 1.2 Risk-free interest rate 0.2 % 0.1 % 1.8 % Expected dividend yield 0.4 % 0.6 % 1.0 % The following weighted-average assumptions were used for each respective period to calculate the fair value of common stock to be issued under Total Shareholder Return performance awards on the date of grant using the Monte Carlo pricing model: Year Ended January 29, January 30, February 1, Total Shareholder Return Awards: Expected term (in years) 3.0 3.0 3.0 Expected volatility 44 % 40 % 32 % Average correlation coefficient of peer companies 0.6 0.7 0.5 Risk-free interest rate 0.3 % 0.2 % 2.4 % Expected dividend yield 0.5 % 0.9 % 1.0 % Year Ended February 1, Value Creation Awards: Expected term (in years) 4.66 Expected volatility 35 % Risk-free interest rate 1.8 % Expected dividend yield 1.0 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of US and non US Components of Income Before Income Tax Expense (Benefit) | The U.S. and non-U.S. components of income (loss) from continuing operations before income taxes consist of the following (in thousands): Year Ended January 29, January 30, February 1, U.S. operations $ (621,193) $ (18,201) $ (95,884) Non-U.S. operations 137,698 (303,967) 894,266 $ (483,495) $ (322,168) $ 798,382 |
Schedule of Provision (Benefit) for Income Taxes | The provision (benefit) for income taxes consists of the following (in thousands): Year Ended January 29, January 30, February 1, Current income tax provision (benefit): Federal $ — $ 3,210 $ 5,223 State 711 3,439 (1,937) Foreign 30,722 (12,028) (4,137) Total current income tax provision (benefit) 31,433 (5,379) (851) Deferred income tax provision (benefit): Federal (83,423) (14,401) (125,892) State (9,220) 870 (9,382) Foreign (1,251) (25,960) (649,884) Total deferred income tax provision (benefit) (93,894) (39,491) (785,158) Total provision (benefit) for income taxes $ (62,461) $ (44,870) $ (786,009) |
Reconciliation Between the Provision (Benefit) for Income Taxes at the Statutory Rate and the Effective Tax Rate | For purposes of the reconciliation between the provision (benefit) for income taxes at the statutory rate and the effective tax rate, a U.S. statutory tax rate of 21% for fiscal years 2022, 2021 and 2020 is applied as follows: Year Ended January 29, January 30, February 1, Provision at U.S. statutory rate $ (101,535) $ (67,655) $ 167,660 State taxes, net of federal benefit (8,136) 327 (9,878) Difference in U.S. and non-U.S. tax rates 1,719 38,118 (181,625) Foreign income inclusion in U.S. 54,125 861 13,736 Non-deductible compensation 47,889 4,108 6,196 Tax benefits of stock-based compensation (70,888) — — Intellectual property transaction — — (762,933) Federal research and development credits (60,709) (49,315) (42,604) Uncertain tax positions (1,532) (19,957) (3,913) Change in federal valuation allowance 62,660 49,315 26,971 Transaction costs 5,671 — — Other 8,275 (672) 381 Income tax provision (benefit) $ (62,461) $ (44,870) $ (786,009) |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets consist of the following (in thousands): January 29, January 30, Deferred tax assets: Net operating losses $ 281,399 $ 78,253 Federal and California income tax credits 935,729 713,799 Intangible assets 639,369 629,290 Reserves and accruals 52,354 69,654 Stock-based compensation 35,104 4,798 Lease liabilities 37,716 28,176 Gross deferred tax assets 1,981,671 1,523,970 Valuation allowance (1,003,419) (749,468) Total deferred tax assets 978,252 774,502 Deferred tax liabilities: Intangible assets (455,883) (50,557) Fixed assets (8,088) (27,549) Unremitted earnings of non-U.S. subsidiaries (21,448) (20,173) Right of use assets (33,833) (26,158) Total deferred tax liabilities (519,252) (124,437) Net deferred tax assets (liabilities) $ 459,000 $ 650,065 The deferred tax assets and liabilities based on tax jurisdictions are presented on our consolidated balance sheet as follows: January 29, January 30, Non-current deferred tax assets $ 493,508 $ 672,424 Non-current deferred tax liabilities (34,508) (22,359) Net deferred tax assets (liabilities) $ 459,000 $ 650,065 |
Unrecognized Tax Benefits Reconciliation | The following table reflects changes in the unrecognized tax benefits (in thousands): Year Ended January 29, January 30, February 1, Unrecognized tax benefits as of the beginning of the period $ 242,150 $ 166,828 $ 158,323 Increases related to acquired tax positions 94,579 — 9,215 Increases related to prior year tax positions 1,536 77,878 1,789 Decreases related to prior year tax positions — (1,106) (6,747) Increases related to current year tax positions 7,701 5,603 7,614 Settlements (5,858) (476) (443) Lapse in the statute of limitations (5,557) (8,193) (4,044) Foreign exchange (gain) loss (589) 1,616 1,121 Gross amounts of unrecognized tax benefits as of the end of the period $ 333,962 $ 242,150 $ 166,828 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share | The computations of basic and diluted net income (loss) per share are presented in the following table (in thousands, except per share amounts): Year Ended January 29, January 30, February 1, Numerator: Net income (loss) $ (421,034) $ (277,298) $ 1,584,391 Denominator: Weighted-average shares — basic 796,855 668,772 664,709 Effect of dilutive securities: Stock-based awards — — 11,385 Weighted-average shares — diluted 796,855 668,772 676,094 Net income (loss) per share: Basic $ (0.53) $ (0.41) $ 2.38 Diluted $ (0.53) $ (0.41) $ 2.34 |
Schedule of Anti-dilutive Potential Shares | Anti-dilutive potential shares are presented in the following table (in thousands): Year Ended January 29, January 30, February 1, Weighted-average shares outstanding: stock-based awards 16,094 11,268 1,124 Convertible debt 549 — — |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Segment Reporting [Abstract] | |
Long-Lived Asset Information Based on Geographic Region | The following table presents long-lived asset information based on the physical location of the assets by geographic region (in thousands): January 29, January 30, Property and equipment, net: United States $ 319,030 $ 245,471 Singapore 83,382 29,603 Israel 23,678 14,152 India 16,089 18,832 China 11,567 12,810 Others 9,027 5,257 $ 462,773 $ 326,125 |
Significant Accounting Polici_4
Significant Accounting Policies - Concentration of Credit Risk and Significant Customers (Details) - Customer Concentration Risk - Accounts Receivable | 12 Months Ended | |
Jan. 29, 2022 | Jan. 30, 2021 | |
Six Customers | ||
Concentration Risk [Line Items] | ||
Concentration of risk percentage | 52.00% | |
Four Customers | ||
Concentration Risk [Line Items] | ||
Concentration of risk percentage | 53.00% |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Net Revenue Attributable to Significant Customers (Details) | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Net Revenue | Customer Concentration Risk | Distributor A | |||
Concentration Risk [Line Items] | |||
Concentration of risk percentage | 15.00% | 13.00% | 12.00% |
Significant Accounting Polici_6
Significant Accounting Policies - Property and Equipment, Net (Details) | 12 Months Ended |
Jan. 29, 2022 | |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 2 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 7 years |
Computer software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Computer software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 4 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 4 years |
Building | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 30 years |
Building improvements | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 15 years |
Significant Accounting Polici_7
Significant Accounting Policies - Goodwill (Details) | 12 Months Ended |
Jan. 29, 2022segmentreporting_unit | |
Accounting Policies [Abstract] | |
Number of operating segments | segment | 1 |
Number of reporting units | reporting_unit | 1 |
Significant Accounting Polici_8
Significant Accounting Policies - Revenue Recognition (Details) | 12 Months Ended |
Jan. 29, 2022 | |
Accounting Policies [Abstract] | |
Standard Product Warranty Term | 1 year |
Extended Product Warranty Term | 1 year |
Significant Accounting Polici_9
Significant Accounting Policies - Advertising Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Accounting Policies [Abstract] | |||
Advertising costs | $ 0.8 | $ 0.6 | $ 0.8 |
Revenue - Net Revenue by Produc
Revenue - Net Revenue by Product Group (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Net revenue | $ 4,462,383 | $ 2,968,900 | $ 2,699,161 |
Product Concentration Risk | Net revenue | |||
Disaggregation of Revenue [Line Items] | |||
% of Total | 100.00% | 100.00% | 100.00% |
Data center | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | $ 1,784,644 | $ 1,040,726 | $ 823,841 |
Data center | Product Concentration Risk | Net revenue | |||
Disaggregation of Revenue [Line Items] | |||
% of Total | 40.00% | 35.00% | 31.00% |
Carrier infrastructure | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | $ 820,377 | $ 599,527 | $ 369,901 |
Carrier infrastructure | Product Concentration Risk | Net revenue | |||
Disaggregation of Revenue [Line Items] | |||
% of Total | 18.00% | 20.00% | 14.00% |
Enterprise networking | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | $ 907,736 | $ 636,032 | $ 569,574 |
Enterprise networking | Product Concentration Risk | Net revenue | |||
Disaggregation of Revenue [Line Items] | |||
% of Total | 20.00% | 22.00% | 21.00% |
Consumer | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | $ 699,985 | $ 574,627 | $ 845,825 |
Consumer | Product Concentration Risk | Net revenue | |||
Disaggregation of Revenue [Line Items] | |||
% of Total | 16.00% | 19.00% | 31.00% |
Automotive/industrial | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | $ 249,641 | $ 117,988 | $ 90,020 |
Automotive/industrial | Product Concentration Risk | Net revenue | |||
Disaggregation of Revenue [Line Items] | |||
% of Total | 6.00% | 4.00% | 3.00% |
Revenue - Net Revenue Based on
Revenue - Net Revenue Based on Destination of Shipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Net revenue | $ 4,462,383 | $ 2,968,900 | $ 2,699,161 |
China | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | $ 1,970,544 | $ 1,268,820 | $ 1,071,028 |
China | Geographic Concentration Risk | Net revenue | |||
Disaggregation of Revenue [Line Items] | |||
% of Total | 44.00% | 43.00% | 40.00% |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | $ 484,042 | $ 321,448 | $ 258,827 |
United States | Geographic Concentration Risk | Net revenue | |||
Disaggregation of Revenue [Line Items] | |||
% of Total | 11.00% | 11.00% | 10.00% |
Thailand | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | $ 355,296 | $ 251,408 | $ 230,218 |
Thailand | Geographic Concentration Risk | Net revenue | |||
Disaggregation of Revenue [Line Items] | |||
% of Total | 8.00% | 8.00% | 9.00% |
Malaysia | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | $ 275,967 | $ 254,053 | $ 226,358 |
Malaysia | Geographic Concentration Risk | Net revenue | |||
Disaggregation of Revenue [Line Items] | |||
% of Total | 6.00% | 9.00% | 8.00% |
Japan | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | $ 222,831 | $ 142,554 | $ 162,399 |
Japan | Geographic Concentration Risk | Net revenue | |||
Disaggregation of Revenue [Line Items] | |||
% of Total | 5.00% | 5.00% | 6.00% |
Singapore | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | $ 220,809 | $ 107,573 | $ 80,120 |
Singapore | Geographic Concentration Risk | Net revenue | |||
Disaggregation of Revenue [Line Items] | |||
% of Total | 5.00% | 4.00% | 3.00% |
Philippines | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | $ 213,393 | $ 166,734 | $ 221,566 |
Philippines | Geographic Concentration Risk | Net revenue | |||
Disaggregation of Revenue [Line Items] | |||
% of Total | 5.00% | 6.00% | 8.00% |
Others | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | $ 719,501 | $ 456,310 | $ 448,645 |
Others | Geographic Concentration Risk | Net revenue | |||
Disaggregation of Revenue [Line Items] | |||
% of Total | 16.00% | 14.00% | 16.00% |
Revenue - Net Revenue by Custom
Revenue - Net Revenue by Customer Type (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Net revenue | $ 4,462,383 | $ 2,968,900 | $ 2,699,161 |
Direct customers | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | $ 3,314,497 | $ 2,213,645 | $ 2,041,089 |
Direct customers | Customer Concentration Risk | Net revenue | |||
Disaggregation of Revenue [Line Items] | |||
% of Total | 74.00% | 75.00% | 76.00% |
Distributors | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | $ 1,147,886 | $ 755,255 | $ 658,072 |
Distributors | Customer Concentration Risk | Net revenue | |||
Disaggregation of Revenue [Line Items] | |||
% of Total | 26.00% | 25.00% | 24.00% |
Business Combinations - Narrati
Business Combinations - Narrative (Details) $ / shares in Units, $ in Thousands | Oct. 05, 2021USD ($) | May 01, 2021USD ($) | Apr. 20, 2021USD ($)$ / shares | Nov. 05, 2019USD ($) | Sep. 19, 2019USD ($)$ / shares | Jan. 28, 2022USD ($) | Jan. 28, 2022USD ($) | Jan. 29, 2022USD ($) | Jan. 30, 2021USD ($) | Feb. 01, 2020USD ($) |
Business Acquisition [Line Items] | ||||||||||
Equity issuance costs | $ 8,177 | |||||||||
Share-based compensation expense | 477,545 | $ 241,539 | $ 242,809 | |||||||
Interest expense | 139,341 | 69,264 | 85,631 | |||||||
Selling, general and administrative | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Share-based compensation expense | 173,217 | 74,352 | 71,996 | |||||||
Innovium and Inphi | Pro Forma | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition related costs | 65,700 | |||||||||
Share-based compensation expense | 46,700 | |||||||||
Adjustment to inventories | 233,000 | |||||||||
Interest expense | $ 11,400 | |||||||||
Innovium, Inc. | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Total purchase consideration | $ 1,004,246 | |||||||||
Stock consideration | 994,200 | |||||||||
Fair value of previously held equity interest | 10,000 | |||||||||
Acquisition related costs | $ 11,900 | |||||||||
Adjustment to inventories | $ 0 | 38,700 | ||||||||
Inphi | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Total purchase consideration | $ 9,917,529 | |||||||||
Stock consideration | $ 5,917,811 | |||||||||
Cash consideration (in usd per share) | $ / shares | $ 66 | |||||||||
Number of common shares issued per acquiree share (in shares) | 2.323 | |||||||||
Debt financing costs | $ 39,800 | |||||||||
Debt financing costs, current | 2,500 | |||||||||
Debt financing costs, noncurrent | 30,200 | |||||||||
Equity issuance costs | $ 8,200 | |||||||||
Cash consideration | $ 3,673,217 | |||||||||
Adjustment to inventories | $ 0 | |||||||||
Inphi | Selling, general and administrative | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition related costs | $ 50,800 | |||||||||
Avera | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash consideration | $ 593,500 | |||||||||
Contingent consideration | $ 90,000 | |||||||||
Avera | Selling, general and administrative | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition related costs | 5,700 | |||||||||
Aquantia | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Total purchase consideration | $ 502,189 | |||||||||
Stock consideration | $ 15,520 | |||||||||
Cash consideration (in usd per share) | $ / shares | $ 13.25 | |||||||||
Cash consideration | $ 486,669 | |||||||||
Aquantia | Selling, general and administrative | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition related costs | $ 5,300 |
Business Combinations - Summary
Business Combinations - Summary of Merger Consideration (Details) - USD ($) $ in Thousands | Oct. 05, 2021 | Apr. 20, 2021 | Sep. 19, 2019 | Jan. 29, 2022 | Feb. 01, 2020 |
Business Acquisition [Line Items] | |||||
Common stock issued or to be issued | $ 6,890,079 | ||||
Stock consideration for replacement equity awards attributable to pre-combination service | $ 115,570 | $ 15,520 | |||
Innovium, Inc. | |||||
Business Acquisition [Line Items] | |||||
Common stock issued or to be issued | $ 971,022 | ||||
Common stock issued | 994,200 | ||||
Stock consideration for replacement equity awards attributable to pre-combination service | 33,224 | ||||
Total merger consideration | $ 1,004,246 | ||||
Inphi | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | $ 3,673,217 | ||||
Common stock issued | 5,917,811 | ||||
Stock consideration for replacement equity awards attributable to pre-combination service | 82,346 | ||||
Equity component of convertible debt | 244,155 | ||||
Total merger consideration | $ 9,917,529 | ||||
Aquantia | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | $ 486,669 | ||||
Common stock issued | 15,520 | ||||
Total merger consideration | $ 502,189 |
Business Combinations - Purchas
Business Combinations - Purchase Price Allocation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jan. 28, 2022 | Jan. 28, 2022 | Jan. 29, 2022 | Oct. 30, 2021 | Oct. 05, 2021 | May 01, 2021 | Apr. 20, 2021 | Jan. 30, 2021 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||||
Goodwill | $ 11,511,129 | $ 5,336,961 | ||||||
Innovium, Inc. | ||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||||
Cash and cash equivalents | 60,436 | $ 60,436 | ||||||
Inventories | 69,991 | 69,991 | ||||||
Acquired intangible assets, net | 433,000 | 433,000 | $ 433,000 | |||||
Goodwill | 462,388 | 470,000 | ||||||
Other, net | (21,569) | (29,181) | ||||||
Total merger consideration | 1,004,246 | $ 1,004,246 | ||||||
Measurement Period Adjustment | ||||||||
Cash and cash equivalents | $ 0 | |||||||
Inventories | 0 | 38,700 | ||||||
Acquired intangible assets, net | 0 | |||||||
Other, net | 7,612 | |||||||
Goodwill | (7,612) | |||||||
Total merger consideration | $ 0 | |||||||
Inphi | ||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||||
Cash and cash equivalents | 72,251 | $ 72,251 | ||||||
Accounts receivable, net | 99,728 | 99,728 | ||||||
Inventories | 270,382 | 270,382 | ||||||
Prepaid expenses and other current assets | 213,292 | 213,292 | ||||||
Property and equipment, net | 98,528 | 98,528 | ||||||
Acquired intangible assets, net | 4,420,000 | 4,420,000 | $ 4,420,000 | |||||
Other non-current assets | 98,783 | 145,856 | ||||||
Goodwill | 5,686,233 | 5,628,705 | ||||||
Accounts payable and accrued liabilities | (189,807) | (189,807) | ||||||
Convertible debt - short-term | (313,664) | (313,664) | ||||||
Convertible debt - long-term | (240,317) | (240,317) | ||||||
Other non-current liabilities | (297,880) | (287,425) | ||||||
Total merger consideration | 9,917,529 | $ 9,917,529 | ||||||
Measurement Period Adjustment | ||||||||
Cash and cash equivalents | $ 0 | |||||||
Accounts receivable, net | 0 | |||||||
Inventories | 0 | |||||||
Prepaid expenses and other current assets | 0 | |||||||
Property and equipment, net | 0 | |||||||
Acquired intangible assets, net | 0 | |||||||
Other non-current assets | (47,073) | |||||||
Goodwill | 57,528 | |||||||
Accounts payable and accrued liabilities | ||||||||
Convertible debt - short-term | 0 | |||||||
Convertible debt - long-term | 0 | |||||||
Other non-current liabilities | (10,455) | |||||||
Total merger consideration | $ 0 | |||||||
Avera | ||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||||
Inventories | 106,465 | |||||||
Prepaid expenses and other current assets | 17,495 | |||||||
Property and equipment, net | 25,677 | |||||||
Acquired intangible assets, net | 379,000 | |||||||
Other non-current assets | 6,870 | |||||||
Goodwill | 129,998 | |||||||
Accrued liabilities | (64,155) | |||||||
Deferred tax liabilities | (7,200) | |||||||
Other non-current liabilities | (650) | |||||||
Total merger consideration | 593,500 | |||||||
Aquantia | ||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||||||
Cash and short-term investments | 27,914 | |||||||
Inventories | 33,900 | |||||||
Acquired intangible assets, net | 193,000 | |||||||
Other non-current assets | 36,172 | |||||||
Goodwill | 226,545 | |||||||
Accrued liabilities | (21,813) | |||||||
Other, net | 6,471 | |||||||
Total merger consideration | $ 502,189 |
Business Combinations - Supplem
Business Combinations - Supplemental Pro Forma Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Business Combination and Asset Acquisition [Abstract] | |||
Pro forma net revenue | $ 4,638,476 | $ 3,686,021 | $ 3,011,550 |
Pro forma net income (loss) | $ (211,900) | $ (1,351,400) | $ 1,532,594 |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangible Assets, Net - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jan. 29, 2022USD ($) | Aug. 01, 2020USD ($) | Oct. 05, 2021USD ($) | Jan. 29, 2022USD ($)segment | Jan. 30, 2021USD ($) | Feb. 01, 2020USD ($) | Oct. 30, 2021USD ($) | May 01, 2021USD ($) | Apr. 20, 2021USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |||||||||
Goodwill acquired | $ 0 | ||||||||
Goodwill | $ 11,511,129,000 | $ 11,511,129,000 | 5,336,961,000 | ||||||
Number of operating segments | segment | 1 | ||||||||
Number of reportable segments | segment | 1 | ||||||||
Goodwill impairment | $ 0 | ||||||||
Divestiture of goodwill | $ 0 | $ 0 | |||||||
Impairment of intangible assets (excluding goodwill) | $ 50,300,000 | ||||||||
Weighted-Average Useful Life (Years) | 5 years 2 months 1 day | 5 years 6 months 14 days | |||||||
Amortization of acquired intangible assets | $ 979,377,000 | $ 443,616,000 | $ 368,082,000 | ||||||
Minimum | IPR&D | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Weighted-Average Useful Life (Years) | 3 years | ||||||||
Maximum | IPR&D | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Weighted-Average Useful Life (Years) | 10 years | ||||||||
Innovium and Inphi | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Goodwill acquired | $ 6,100,000,000 | ||||||||
Innovium, Inc. | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Goodwill | 462,388,000 | $ 462,388,000 | $ 470,000,000 | ||||||
Acquired intangible assets, net | 433,000,000 | 433,000,000 | 433,000,000 | $ 433,000,000 | |||||
Innovium, Inc. | IPR&D | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Acquired intangible assets, net | $ 93,000,000 | ||||||||
Inphi | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Goodwill | 5,686,233,000 | 5,686,233,000 | $ 5,628,705,000 | ||||||
Acquired intangible assets, net | 4,420,000,000 | 4,420,000,000 | $ 4,420,000,000 | $ 4,420,000,000 | |||||
Inphi | IPR&D | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Acquired intangible assets, net | $ 820,000,000 | ||||||||
Consulting Services Entity Located In Canada | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Consideration transferred | 41,800,000 | ||||||||
Goodwill | $ 25,500,000 | $ 25,500,000 |
Goodwill and Acquired Intangi_4
Goodwill and Acquired Intangible Assets, Net - Identifiable Intangible Assets and Weighted Average Useful Life (Details) - USD ($) $ in Thousands | Oct. 05, 2021 | Apr. 20, 2021 | Jan. 29, 2022 | Jan. 30, 2021 | Oct. 30, 2021 | May 01, 2021 |
Indefinite-lived Intangible Assets [Line Items] | ||||||
Weighted-Average Useful Life (Years) | 5 years 2 months 1 day | 5 years 6 months 14 days | ||||
Innovium, Inc. | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Preliminary Estimated Asset Fair Value | $ 433,000 | $ 433,000 | $ 433,000 | |||
Inphi | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Preliminary Estimated Asset Fair Value | $ 4,420,000 | $ 4,420,000 | $ 4,420,000 | |||
Developed technologies | Innovium, Inc. | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Preliminary Estimated Asset Fair Value | $ 274,000 | |||||
Weighted-Average Useful Life (Years) | 8 years | |||||
Developed technologies | Inphi | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Preliminary Estimated Asset Fair Value | $ 2,010,000 | |||||
Weighted-Average Useful Life (Years) | 6 years | |||||
Customer contracts and related relationships | Innovium, Inc. | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Preliminary Estimated Asset Fair Value | $ 66,000 | |||||
Weighted-Average Useful Life (Years) | 8 years | |||||
Customer contracts and related relationships | Inphi | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Preliminary Estimated Asset Fair Value | $ 1,470,000 | |||||
Weighted-Average Useful Life (Years) | 6 years | |||||
Order backlog | Inphi | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Preliminary Estimated Asset Fair Value | $ 70,000 | |||||
Weighted-Average Useful Life (Years) | 9 months 18 days | |||||
Trade names | Inphi | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Preliminary Estimated Asset Fair Value | $ 50,000 | |||||
Weighted-Average Useful Life (Years) | 5 years | |||||
IPR&D | Innovium, Inc. | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Preliminary Estimated Asset Fair Value | $ 93,000 | |||||
IPR&D | Inphi | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Preliminary Estimated Asset Fair Value | $ 820,000 |
Goodwill and Acquired Intangi_5
Goodwill and Acquired Intangible Assets, Net - Net Carrying Amounts and Weighted Average Amortization Period (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 29, 2022 | Jan. 30, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amounts | $ 7,071,100 | $ 3,120,000 |
Accumulated Amortization and Write-Offs | (1,946,678) | (967,300) |
Net Carrying Amounts | $ 5,124,422 | $ 2,152,700 |
Weighted-Average Useful Life (Years) | 5 years 2 months 1 day | 5 years 6 months 14 days |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
IPR&D | $ 118,000 | |
Gross Carrying Amounts, Total acquired intangible assets | $ 8,100,100 | 3,238,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | 1,946,678 | 967,300 |
Net Carrying Amounts | 6,153,422 | 2,270,700 |
IPR&D | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
IPR&D | 1,029,000 | |
Developed technologies | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amounts | 4,744,100 | 2,454,000 |
Accumulated Amortization and Write-Offs | (1,333,696) | (724,215) |
Net Carrying Amounts | $ 3,410,404 | $ 1,729,785 |
Weighted-Average Useful Life (Years) | 5 years 2 months 1 day | 5 years 6 months 14 days |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 1,333,696 | $ 724,215 |
Customer contracts and related relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amounts | 2,184,000 | 643,000 |
Accumulated Amortization and Write-Offs | (519,622) | (228,845) |
Net Carrying Amounts | $ 1,664,378 | $ 414,155 |
Weighted-Average Useful Life (Years) | 5 years 2 months 15 days | 5 years 7 months 13 days |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 519,622 | $ 228,845 |
Trade names | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amounts | 73,000 | 23,000 |
Accumulated Amortization and Write-Offs | (26,198) | (14,240) |
Net Carrying Amounts | $ 46,802 | $ 8,760 |
Weighted-Average Useful Life (Years) | 3 years 11 months 12 days | 2 years 2 months 12 days |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 26,198 | $ 14,240 |
Order backlog | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amounts | 70,000 | |
Accumulated Amortization and Write-Offs | (67,162) | |
Net Carrying Amounts | $ 2,838 | |
Weighted-Average Useful Life (Years) | 10 days | |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 67,162 |
Goodwill and Acquired Intangi_6
Goodwill and Acquired Intangible Assets, Net - Future Amortization (Details) - USD ($) $ in Thousands | Jan. 29, 2022 | Jan. 30, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 1,050,897 | |
2024 | 1,039,160 | |
2025 | 987,134 | |
2026 | 938,966 | |
2027 | 787,975 | |
Thereafter | 320,290 | |
Net Carrying Amounts | $ 5,124,422 | $ 2,152,700 |
Supplemental Financial Inform_3
Supplemental Financial Information - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Jan. 29, 2022 | Jan. 30, 2021 |
Cash and cash equivalents: | ||
Cash | $ 435,885 | $ 633,822 |
Cash equivalents: | ||
Time deposits | 177,648 | 114,645 |
Cash and cash equivalents | $ 613,533 | $ 748,467 |
Supplemental Financial Inform_4
Supplemental Financial Information - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jan. 28, 2022 | Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Short-term, highly liquid investments | $ 177,600 | $ 114,600 | ||
Depreciation expense | 113,500 | 95,900 | $ 83,400 | |
Innovium, Inc. | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Adjustment to inventories | $ 0 | 38,700 | ||
Technology and Other Licenses | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization and write-off of acquired intangible assets | $ 149,500 | $ 99,300 | $ 70,400 |
Supplemental Financial Inform_5
Supplemental Financial Information - Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Jan. 29, 2022 | Jan. 30, 2021 |
Accounts receivable, net: | ||
Accounts receivable | $ 1,051,543 | $ 538,739 |
Less: Doubtful accounts | (2,960) | (2,071) |
Accounts receivable, net | $ 1,048,583 | $ 536,668 |
Supplemental Financial Inform_6
Supplemental Financial Information - Inventories (Details) - USD ($) $ in Thousands | Jan. 29, 2022 | Jan. 30, 2021 |
Inventories: | ||
Work-in-process | $ 578,897 | $ 187,351 |
Finished goods | 141,434 | 80,877 |
Inventories | $ 720,331 | $ 268,228 |
Supplemental Financial Inform_7
Supplemental Financial Information - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jan. 29, 2022 | Jan. 30, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,328,159 | $ 1,109,000 |
Less: Accumulated depreciation | (865,386) | (782,875) |
Property and equipment, net | 462,773 | 326,125 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 895,309 | 693,689 |
Land, buildings, and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 293,579 | 284,532 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 109,135 | 103,789 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 30,136 | $ 26,990 |
Supplemental Financial Inform_8
Supplemental Financial Information - Other Non-current Assets (Details) - USD ($) $ in Thousands | Jan. 29, 2022 | Jan. 30, 2021 |
Other non-current assets: | ||
Technology and other licenses | $ 490,178 | $ 242,244 |
Prepaid ship and debit | 215,931 | 131,657 |
Operating right-of-use assets | 142,029 | 101,411 |
Prepayments on supply capacity reservation agreements | 54,587 | 0 |
Non-marketable equity investments | 30,679 | 7,646 |
Other | 60,911 | 58,611 |
Other non-current assets | $ 994,315 | $ 541,569 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other non-current assets | Other non-current assets |
Supplemental Financial Inform_9
Supplemental Financial Information - Accrued Liabilities (Details) - USD ($) $ in Thousands | Jan. 29, 2022 | Jan. 30, 2021 |
Accrued liabilities: | ||
Variable consideration estimates | $ 258,614 | $ 180,995 |
Technology license obligations | 84,185 | 71,130 |
Deferred non-recurring engineering credits | 71,169 | 37,300 |
Deferred revenue | 38,962 | 16,146 |
Lease liabilities - current | 38,151 | 32,461 |
Accrued income tax payable | 23,348 | 2,246 |
Accrued interest payable | 20,116 | 8,709 |
Accrued royalty | 17,429 | 12,740 |
Accrued legal reserve | 8,537 | 50,101 |
Other | 62,050 | 23,788 |
Accrued liabilities | $ 622,561 | $ 435,616 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued liabilities | Accrued liabilities |
Supplemental Financial Infor_10
Supplemental Financial Information - Other Non-current Liabilities (Details) - USD ($) $ in Thousands | Jan. 29, 2022 | Jan. 30, 2021 |
Other non-current liabilities: | ||
Technology license obligations | $ 304,343 | $ 86,241 |
Lease liabilities - non current | 140,349 | 104,417 |
Non-current income taxes payable | 34,963 | 22,526 |
Deferred tax liabilities | 34,508 | 22,359 |
Other | 18,984 | 23,310 |
Other non-current liabilities | $ 533,147 | $ 258,853 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other non-current liabilities | Other non-current liabilities |
Supplemental Financial Infor_11
Supplemental Financial Information - Changes in AOCI by Components (Details) $ in Thousands | 12 Months Ended |
Jan. 30, 2021USD ($) | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Balance at beginning of period | $ 8,678,580 |
Balance at end of period | 8,435,804 |
Unrealized Gain (Loss) on Cash Flow Hedges | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Balance at beginning of period | 0 |
Other comprehensive loss before reclassifications | 1,214 |
Amounts reclassified from accumulated other comprehensive income (loss) | (1,214) |
Other comprehensive income (loss), net of tax | 0 |
Balance at end of period | $ 0 |
Supplemental Financial Infor_12
Supplemental Financial Information - Other Income, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | Dec. 06, 2019 | |
Other income, net: | ||||
Gain on sale of business | $ 0 | $ 0 | $ 1,121,709 | |
Currency remeasurement loss | (1,113) | (1,914) | (2,817) | |
Other income | 3,877 | 4,800 | 3,663 | |
Other Income, net | $ 2,764 | $ 2,886 | 1,122,555 | |
Wi Fi Business | ||||
Other income, net: | ||||
Gain on sale of business | $ 1,100,000 | |||
Consideration received | $ 1,700,000 |
Supplemental Financial Infor_13
Supplemental Financial Information - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Supplemental Cash Flow Information: | |||
Cash paid for interest | $ 91,202 | $ 54,575 | $ 76,506 |
Cash paid for income taxes, net | 7,929 | 14,203 | 117,529 |
Non-Cash Investing and Financing Activities: | |||
Non-cash consideration paid for the acquisitions | 7,231,823 | 0 | 15,520 |
Purchase of software and intellectual property under license obligations | 325,459 | 68,807 | 193,149 |
Unpaid purchase of property and equipment at end of year | 20,696 | 10,061 | 23,015 |
Unpaid equity and debt financing costs | $ 0 | $ 1,729 | $ 0 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Jan. 29, 2022 | Jan. 30, 2021 |
Assets | ||
Marketable equity investments | $ 1,234 | |
Severance pay fund | 703 | $ 623 |
Total assets | 179,585 | 115,268 |
Time deposits | ||
Assets | ||
Cash equivalents | 177,648 | 114,645 |
Level 1 | ||
Assets | ||
Marketable equity investments | 1,234 | |
Severance pay fund | 0 | 0 |
Total assets | 1,234 | 0 |
Level 1 | Time deposits | ||
Assets | ||
Cash equivalents | 0 | 0 |
Level 2 | ||
Assets | ||
Marketable equity investments | 0 | |
Severance pay fund | 703 | 623 |
Total assets | 178,351 | 115,268 |
Level 2 | Time deposits | ||
Assets | ||
Cash equivalents | 177,648 | 114,645 |
Level 3 | ||
Assets | ||
Marketable equity investments | 0 | |
Severance pay fund | 0 | 0 |
Total assets | 0 | 0 |
Level 3 | Time deposits | ||
Assets | ||
Cash equivalents | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | Jan. 29, 2022 | Jan. 30, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Non-marketable equity investments | $ 30,679 | $ 7,646 |
Level 2 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Estimated aggregate fair value of debt | $ 3,000,000 | $ 1,100,000 |
Debt - Summary of Borrowings an
Debt - Summary of Borrowings and Outstanding Debt (Details) - USD ($) $ in Thousands | Jan. 29, 2022 | Apr. 12, 2021 | Jan. 30, 2021 |
Debt Instrument [Line Items] | |||
Total borrowings | $ 4,587,992 | $ 1,200,000 | |
Less: Unamortized debt discount and issuance cost | (40,015) | (7,189) | |
Net carrying amount of debt | 4,547,977 | 1,192,811 | |
Less: Current portion | 63,166 | 199,641 | |
Non-current portion | 4,484,811 | 993,170 | |
Term Loan | |||
Debt Instrument [Line Items] | |||
Total borrowings | 1,588,125 | 200,000 | |
Term Loan | 2018 Term Loan | |||
Debt Instrument [Line Items] | |||
Total borrowings | 0 | 200,000 | |
Term Loan | 2020 Term Loan - 3 Year Tranche | |||
Debt Instrument [Line Items] | |||
Total borrowings | 735,000 | 0 | |
Term Loan | 2020 Term Loan - 5 Year Tranche | |||
Debt Instrument [Line Items] | |||
Total borrowings | 853,125 | 0 | |
Notes | |||
Debt Instrument [Line Items] | |||
Total borrowings | 2,999,867 | 1,000,000 | |
Net carrying amount of debt | 2,000,000 | ||
Notes | 4.200% MTG/MTI 2023 Senior Notes | |||
Debt Instrument [Line Items] | |||
Total borrowings | $ 499,952 | 500,000 | |
Stated interest rate | 0.00% | ||
Notes | 4.875% MTG/MTI 2028 Senior Notes | |||
Debt Instrument [Line Items] | |||
Total borrowings | $ 499,915 | 500,000 | |
Stated interest rate | 0.00% | ||
Notes | 1.650% 2026 Senior Notes | |||
Debt Instrument [Line Items] | |||
Total borrowings | $ 500,000 | 0 | |
Stated interest rate | 0.0165% | 1.65% | |
Notes | 2.450% 2028 Senior Notes | |||
Debt Instrument [Line Items] | |||
Total borrowings | $ 750,000 | 0 | |
Stated interest rate | 0.0245% | 2.45% | |
Notes | 2.950% 2031 Senior Notes | |||
Debt Instrument [Line Items] | |||
Total borrowings | $ 750,000 | $ 0 | |
Stated interest rate | 0.0295% | 2.95% |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Apr. 12, 2021 | Dec. 07, 2020 | Apr. 30, 2021 | Dec. 31, 2020 | Jan. 29, 2022 | Jan. 29, 2022 | Sep. 01, 2021 | Jun. 03, 2021 | May 01, 2021 | Apr. 29, 2021 | Apr. 20, 2021 | Nov. 30, 2020 | Jun. 13, 2018 |
Term Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity | $ 1,750,000,000 | $ 900,000,000 | |||||||||||
Line of Credit | Revolving Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity | $ 500,000,000 | $ 500,000,000 | |||||||||||
Inphi 2021 Convertible Notes | Convertible Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | $ 6,100,000 | $ 9,600,000 | $ 15,700,000 | ||||||||||
Stated interest rate | 0.75% | ||||||||||||
Inphi 2025 Convertible Notes | Convertible Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | $ 192,500,000 | $ 114,000,000 | $ 199,500,000 | $ 506,000,000 | |||||||||
Stated interest rate | 0.75% | ||||||||||||
Bridge Loan | Secured Debt | Inphi | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Amount of debt extinguished | $ 2,500,000,000 | ||||||||||||
Write off of unamortized debt issuance costs | $ 11,400,000 | ||||||||||||
2020 Term Loan - 3 Year Tranche | Term Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Write off of unamortized debt issuance costs | $ 1,100,000 | ||||||||||||
Debt term | 3 years | ||||||||||||
Maximum borrowing capacity | $ 875,000,000 | $ 875,000,000 | |||||||||||
2020 Term Loan - 5 Year Tranche | Term Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt term | 5 years | ||||||||||||
Maximum borrowing capacity | $ 875,000,000 | $ 875,000,000 | |||||||||||
2020 Revolving Credit Facility | Line of Credit | Revolving Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt term | 5 years | 5 years | |||||||||||
Maximum borrowing capacity | $ 750,000,000 | $ 750,000,000 | |||||||||||
1.650% 2026 Senior Notes | Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | $ 500,000,000 | ||||||||||||
Stated interest rate | 1.65% | 0.0165% | 0.0165% | ||||||||||
Debt term | 5 years | ||||||||||||
2.450% 2028 Senior Notes | Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | $ 750,000,000 | ||||||||||||
Stated interest rate | 2.45% | 0.0245% | 0.0245% | ||||||||||
Debt term | 7 years | ||||||||||||
2.950% 2031 Senior Notes | Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate principal amount | $ 750,000,000 | ||||||||||||
Stated interest rate | 2.95% | 0.0295% | 0.0295% | ||||||||||
Debt term | 10 years |
Debt - Term Loan Agreement (Det
Debt - Term Loan Agreement (Details) - USD ($) | Dec. 07, 2020 | Jan. 29, 2022 | Jan. 29, 2022 | Jan. 30, 2021 | Dec. 31, 2020 | Jun. 13, 2018 |
Debt Instrument [Line Items] | ||||||
Total borrowings | $ 4,587,992,000 | $ 4,587,992,000 | $ 1,200,000,000 | |||
Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 1,750,000,000 | $ 900,000,000 | ||||
Total borrowings | $ 1,588,125,000 | $ 1,588,125,000 | 200,000,000 | |||
Term Loan | 2020 Term Loan - 3 Year Tranche | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 875,000,000 | $ 875,000,000 | ||||
Debt term | 3 years | |||||
Effective interest rate | 1.675% | 1.675% | ||||
Repayments of Debt | $ 140,000,000 | |||||
Write off of unamortized debt issuance costs | 1,100,000 | |||||
Total borrowings | $ 735,000,000 | $ 735,000,000 | 0 | |||
Term Loan | 2020 Term Loan - 3 Year Tranche | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 1.25% | |||||
Term Loan | 2020 Term Loan - 5 Year Tranche | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 875,000,000 | $ 875,000,000 | ||||
Debt term | 5 years | |||||
Effective interest rate | 1.798% | 1.798% | ||||
Repayments of Debt | $ 21,900,000 | |||||
Total borrowings | $ 853,125,000 | $ 853,125,000 | $ 0 | |||
Term Loan | 2020 Term Loan - 5 Year Tranche | Debt Instrument, Redemption, Period One | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of principle | 1.25% | |||||
Term Loan | 2020 Term Loan - 5 Year Tranche | Debt Instrument, Redemption, Period Two | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of principle | 2.50% | |||||
Term Loan | 2020 Term Loan - 5 Year Tranche | Debt Instrument, Redemption, Period Three | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of principle | 3.75% | |||||
Term Loan | 2020 Term Loan - 5 Year Tranche | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 1.375% |
Debt - Revolving Credit Facilit
Debt - Revolving Credit Facility (Details) - Revolving Credit Facility - Line of Credit - USD ($) | Jan. 29, 2022 | Nov. 22, 2021 | May 04, 2021 | Dec. 07, 2020 | Dec. 31, 2020 | Nov. 30, 2020 | Jun. 13, 2018 |
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $ 500,000,000 | $ 500,000,000 | |||||
2020 Revolving Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $ 750,000,000 | $ 750,000,000 | |||||
Debt term | 5 years | 5 years | |||||
Unused commitment fee percentage | 0.175% | ||||||
Drawings from facility | $ 90,000,000 | $ 75,000,000 |
Debt - Senior Unsecured Notes (
Debt - Senior Unsecured Notes (Details) - USD ($) $ in Thousands | May 04, 2021 | Apr. 12, 2021 | Apr. 30, 2021 | Jan. 29, 2022 | Jan. 30, 2021 | Jun. 22, 2018 |
Debt Instrument [Line Items] | ||||||
Debt outstanding | $ 4,547,977 | $ 1,192,811 | ||||
Notes | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price percentage | 101.00% | |||||
Debt outstanding | $ 2,000,000 | |||||
1.650% 2026 Senior Notes | Notes | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 500,000 | |||||
Stated interest rate | 1.65% | 0.0165% | ||||
Effective interest rate | 1.839% | |||||
2.450% 2028 Senior Notes | Notes | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 750,000 | |||||
Stated interest rate | 2.45% | 0.0245% | ||||
Effective interest rate | 2.554% | |||||
2.950% 2031 Senior Notes | Notes | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 750,000 | |||||
Stated interest rate | 2.95% | 0.0295% | ||||
Effective interest rate | 3.043% | |||||
MTG/MTI Senior Notes | Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt outstanding | $ 1,000,000 | |||||
MTG Senior Notes | Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt outstanding | $ 1,000,000 | |||||
MTG Senior Notes Due 2023 | Notes | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 500,000 | $ 500,000 | ||||
Stated interest rate | 4.20% | 4.20% | ||||
Effective interest rate | 4.36% | |||||
Principal amount exchanged | $ 433,900 | |||||
MTG Senior Notes Due 2028 | Notes | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 500,000 | $ 500,000 | ||||
Stated interest rate | 4.875% | 4.875% | ||||
Effective interest rate | 4.94% | |||||
Principal amount exchanged | $ 479,500 | |||||
MTI Senior Notes | Notes | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price percentage | 101.00% | |||||
MTI Senior Notes Due 2023 | Notes | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 4.20% | |||||
Effective interest rate | 4.502% | |||||
MTI Senior Notes Due 2028 | Notes | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 4.875% | |||||
Effective interest rate | 4.988% |
Debt - Inphi Convertible Notes
Debt - Inphi Convertible Notes (Details) | May 01, 2021USD ($)shares | Apr. 29, 2021USD ($)shares | Apr. 20, 2021USD ($) | Oct. 29, 2020$ / shares | Sep. 30, 2021 | Jun. 03, 2021USD ($) | Jun. 03, 2021USD ($)shares | Apr. 30, 2021$ / shares | Apr. 30, 2020USD ($)d | Sep. 30, 2016USD ($)$ / shares | Aug. 31, 2021 | Aug. 31, 2021shares | Jan. 29, 2022USD ($) | Sep. 01, 2021USD ($) | Jan. 30, 2021USD ($) |
Debt Instrument [Line Items] | |||||||||||||||
Debt outstanding | $ 4,547,977,000 | $ 1,192,811,000 | |||||||||||||
Inphi | Conversion Two | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Period after consecutive trading days | d | 5 | ||||||||||||||
Convertible Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt conversion, converted instrument, shares issued (in shares) | shares | 7,100,000 | ||||||||||||||
Debt outstanding | 0 | ||||||||||||||
Inphi 2021 Convertible Notes | Convertible Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate principal amount | $ 9,600,000 | $ 15,700,000 | $ 6,100,000 | ||||||||||||
Stated interest rate | 0.75% | ||||||||||||||
Conversion price (in USD per share) | $ / shares | $ 56.34 | ||||||||||||||
Redemption price percentage | 100.00% | ||||||||||||||
Debt instrument, fair value | $ 48,000,000 | ||||||||||||||
Debt conversion, converted instrument, shares issued (in shares) | shares | 200,000 | ||||||||||||||
Debt instrument, converted instrument, cash issued | $ 7,100,000 | ||||||||||||||
Inphi 2021 Convertible Notes | Convertible Debt | Exchange Agreements | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate principal amount | 9,600,000 | ||||||||||||||
Inphi 2021 Convertible Notes | Convertible Debt | Conversion One | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Conversion ratio | 0.0177508 | ||||||||||||||
Inphi 2021 Convertible Notes | Convertible Debt | Inphi | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate principal amount | $ 287,500,000 | ||||||||||||||
Stated interest rate | 0.75% | ||||||||||||||
Conversion ratio | 0.0177508 | ||||||||||||||
Cash conversion ratio | 1.17165 | ||||||||||||||
Inphi 2021 Convertible Notes | Convertible Debt | Inphi | Conversion One | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Conversion ratio | 0.0000412384 | 0.0177522 | |||||||||||||
Inphi 2021 Convertible Notes | Convertible Debt | Inphi | Conversion Two | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Conversion ratio | 0.0412351 | ||||||||||||||
Cash conversion ratio | 1.17155 | ||||||||||||||
Inphi 2025 Convertible Notes | Convertible Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate principal amount | $ 114,000,000 | $ 199,500,000 | $ 506,000,000 | $ 192,500,000 | $ 192,500,000 | ||||||||||
Stated interest rate | 0.75% | ||||||||||||||
Conversion ratio | 0.008595 | ||||||||||||||
Conversion price (in USD per share) | $ / shares | $ 124.91 | ||||||||||||||
Redemption price percentage | 100.00% | ||||||||||||||
Debt instrument, fair value | $ 750,200,000 | ||||||||||||||
Debt conversion, converted instrument, shares issued (in shares) | shares | 2,300,000 | 3,800,000 | |||||||||||||
Debt instrument, converted instrument, cash issued | $ 64,700,000 | $ 109,200,000 | $ 109,200,000 | ||||||||||||
Debt instrument, convertible, carrying amount of equity component | 244,200,000 | ||||||||||||||
Debt outstanding | $ 0 | ||||||||||||||
Inphi 2025 Convertible Notes | Convertible Debt | Exchange Agreements | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate principal amount | $ 199,500,000 | ||||||||||||||
Inphi 2025 Convertible Notes | Convertible Debt | Inphi | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate principal amount | $ 506,000,000 | ||||||||||||||
Stated interest rate | 0.75% | ||||||||||||||
Conversion ratio | 0.0199662 | 0.0080059 | |||||||||||||
Conversion price (in USD per share) | $ / shares | $ 567.27 | ||||||||||||||
Inphi 2025 Convertible Notes | Convertible Debt | Inphi | Conversion One | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Threshold trading days | d | 20 | ||||||||||||||
Threshold consecutive trading days | d | 30 | ||||||||||||||
Threshold percentage of stock price trigger | 130.00% | ||||||||||||||
Inphi 2025 Convertible Notes | Convertible Debt | Inphi | Conversion Two | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Threshold consecutive trading days | d | 5 | ||||||||||||||
Debt instrument, convertible, ratio of trading price per 1000 principal amount | 98.00% |
Debt - Inphi Capped Calls (Deta
Debt - Inphi Capped Calls (Details) - USD ($) | Apr. 29, 2021 | Apr. 23, 2021 | Apr. 30, 2020 | Sep. 30, 2016 | Jan. 29, 2022 | Jan. 30, 2021 |
Debt Instrument [Line Items] | ||||||
Debt outstanding | $ 4,547,977,000 | $ 1,192,811,000 | ||||
Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Payments For Settlement Of Capped Call Related To Convertible Debt | $ 74,100,000 | |||||
Debt outstanding | 0 | |||||
Convertible Debt | Exchange Agreements | ||||||
Debt Instrument [Line Items] | ||||||
Payments For Settlement Of Capped Call Related To Convertible Debt | $ 35,500,000 | |||||
Inphi 2025 Convertible Notes | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Debt outstanding | $ 0 | |||||
Inphi | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Convertible, Percentage Of Common Stock Related To Capped Calls | 100.00% | |||||
Inphi | Inphi 2021 Convertible Notes | Convertible Debt | Call Option | Capped Call Transaction, Inphi 2021 Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Forward Contract Indexed to Issuer's Equity, Forward Rate Per Share | $ 73.03 | |||||
Inphi | Inphi 2025 Convertible Notes | Convertible Debt | Call Option | Capped Call Transaction, Inphi 2025 Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Forward Contract Indexed to Issuer's Equity, Forward Rate Per Share | $ 188.54 |
Debt - Exchange Agreements (Det
Debt - Exchange Agreements (Details) - USD ($) | May 01, 2021 | Apr. 29, 2021 | Jun. 03, 2021 | May 01, 2021 | Aug. 31, 2021 | Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | Sep. 01, 2021 | Apr. 20, 2021 |
Debt Instrument [Line Items] | ||||||||||
Interest expense | $ 139,341,000 | $ 69,264,000 | $ 85,631,000 | |||||||
Exchange Agreements | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest expense | $ 5,000,000 | |||||||||
Convertible Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt conversion, converted instrument, shares issued (in shares) | 7,100,000 | |||||||||
Convertible Debt | Inphi 2021 Convertible Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 9,600,000 | $ 6,100,000 | $ 15,700,000 | |||||||
Debt conversion, converted instrument, shares issued (in shares) | 200,000 | |||||||||
Convertible Debt | Inphi 2021 Convertible Notes | Exchange Agreements | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | 9,600,000 | |||||||||
Convertible Debt | Inphi 2025 Convertible Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 114,000,000 | $ 199,500,000 | $ 192,500,000 | $ 114,000,000 | 506,000,000 | |||||
Debt conversion, converted instrument, shares issued (in shares) | 2,300,000 | 3,800,000 | ||||||||
Convertible Debt | Inphi 2025 Convertible Notes | Exchange Agreements | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 199,500,000 |
Debt - 2018 Term Loan and 2018
Debt - 2018 Term Loan and 2018 Revolving Credit Facility (Details) - USD ($) | Dec. 07, 2020 | Nov. 30, 2020 | Jun. 13, 2018 |
Term Loan | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 1,750,000,000 | $ 900,000,000 | |
Revolving Credit Facility | Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 500,000,000 | $ 500,000,000 |
Debt - Interest Expense and Fut
Debt - Interest Expense and Future Contractual Maturities Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jan. 29, 2022 | Jan. 30, 2021 | |
Debt Disclosure [Abstract] | ||
Interest expense | $ 119 | $ 56.8 |
Debt - Future Maturities (Detai
Debt - Future Maturities (Details) - USD ($) $ in Thousands | Jan. 29, 2022 | Jan. 30, 2021 |
Fiscal Year | ||
2023 | $ 65,625 | |
2024 | 587,452 | |
2025 | 844,375 | |
2026 | 131,250 | |
2027 | 959,375 | |
Thereafter | 1,999,915 | |
Total | $ 4,587,992 | $ 1,200,000 |
Leases - Lease Expense and Supp
Leases - Lease Expense and Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Leases [Abstract] | |||
Operating lease expense | $ 61,700 | $ 47,819 | $ 49,679 |
Cash paid for amounts included in the measurement of operating lease liabilities | 45,078 | 36,849 | 33,161 |
Right-of-use assets obtained in exchange for lease obligation | $ 95,363 | $ 26,605 | $ 28,928 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Leases [Abstract] | |||
Operating lease amortization | $ 28.9 | $ 21.6 | $ 20.4 |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) $ in Thousands | Jan. 29, 2022USD ($) |
Operating Leases | |
2023 | $ 43,673 |
2024 | 35,285 |
2025 | 26,042 |
2026 | 22,059 |
2027 | 20,822 |
Thereafter | 40,924 |
Total lease payments | 188,805 |
Less: imputed interest | 10,305 |
Present value of lease liabilities | 178,500 |
Sublease Income | |
2023 | (4,770) |
2024 | (5,386) |
2025 | (5,547) |
2026 | (5,714) |
2027 | (5,885) |
Thereafter | (10,444) |
Total lease payments | $ (37,746) |
Leases - Schedule of Average Le
Leases - Schedule of Average Lease Terms and Discount Rates (Details) | Jan. 29, 2022 | Jan. 30, 2021 |
Leases [Abstract] | ||
Weighted-average remaining lease term (years) | 5 years 11 months 12 days | 5 years 1 month 9 days |
Weighted-average discount rate | 2.47% | 385.00% |
Restructuring - Summary of Rest
Restructuring - Summary of Restructuring Related Charges (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Restructuring Cost and Reserve [Line Items] | |||
Charges | $ 31,589 | $ 180,353 | $ 55,328 |
Cost of goods sold | |||
Restructuring Cost and Reserve [Line Items] | |||
Charges | (753) | 9,594 | 0 |
Restructuring related charges | |||
Restructuring Cost and Reserve [Line Items] | |||
Charges | $ 32,342 | $ 170,759 | $ 55,328 |
Restructuring - Statements of O
Restructuring - Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Restructuring and Related Activities [Abstract] | |||
Employee severance | $ 24,078 | $ 38,499 | $ 31,205 |
Other | 7,511 | 141,854 | 24,123 |
Charges | $ 31,589 | $ 180,353 | $ 55,328 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Aug. 01, 2020 | Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other related charges | $ 31,589 | $ 180,353 | $ 55,328 | |
Impairment of intangible assets (excluding goodwill) | $ 50,300 | |||
Current portion of restructuring liability | 4,324 | |||
Non-current portion of restructuring liability | 1,241 | |||
Server Processor Products | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring related charges | 119,000 | 119,000 | ||
Impairment of intangible assets (excluding goodwill) | 50,300 | |||
Other Asset Impairment Charges | 32,700 | |||
Server Processor Products | Intellectual Property | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Impairment of intangible assets (excluding goodwill) | $ 36,000 | |||
Prior Acquisitions | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring related charges | 61,400 | |||
Avera | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring related charges | 15,400 | |||
Other Acquisitions | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring related charges | 39,900 | |||
Employee Severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 31,200 | |||
Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 24,100 | |||
Fiscal 2022 Plan | Employee Severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 24,100 | |||
Fiscal 2021 Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 61,400 | |||
Fiscal 2021 Other | Employee Severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 36,900 | |||
Fiscal 2021 Other | Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 24,500 |
Restructuring - Reconciliation
Restructuring - Reconciliation of Restructuring Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Restructuring Reserve [Roll Forward] | |||
Balance at beginning of period | $ 10,800 | $ 14,428 | |
Charges | 181,611 | ||
Charges | 31,589 | 180,353 | $ 55,328 |
Net Cash payments | (30,624) | (57,014) | |
Non-cash Items | (6,200) | (128,225) | |
Balance at end of period | 5,565 | 10,800 | 14,428 |
Less: non-current portion | 1,241 | ||
Current portion | 4,324 | ||
July 2018 Restructuring | Employee Severance | |||
Restructuring Reserve [Roll Forward] | |||
Balance at beginning of period | 2,323 | 916 | |
Charges | 24,158 | ||
Charges | (518) | ||
Net Cash payments | (1,417) | (22,751) | |
Non-cash Items | 0 | 0 | |
Balance at end of period | 388 | 2,323 | 916 |
Less: non-current portion | 0 | ||
Current portion | 388 | ||
July 2018 Restructuring | Other | |||
Restructuring Reserve [Roll Forward] | |||
Balance at beginning of period | 2,169 | 993 | |
Charges | 23,928 | ||
Charges | 8,558 | ||
Net Cash payments | (3,323) | (6,655) | |
Non-cash Items | (6,200) | (16,097) | |
Balance at end of period | 1,204 | 2,169 | 993 |
Less: non-current portion | 947 | ||
Current portion | 257 | ||
November 2019 Restructuring | Employee Severance | |||
Restructuring Reserve [Roll Forward] | |||
Balance at beginning of period | 159 | 12,312 | |
Charges | 3,170 | ||
Charges | (23) | ||
Net Cash payments | 0 | (15,323) | |
Non-cash Items | 0 | 0 | |
Balance at end of period | 136 | 159 | 12,312 |
Less: non-current portion | 0 | ||
Current portion | 136 | ||
November 2019 Restructuring | Other | |||
Restructuring Reserve [Roll Forward] | |||
Balance at beginning of period | 0 | 207 | |
Charges | (23) | ||
Charges | 0 | ||
Net Cash payments | 0 | (184) | |
Non-cash Items | 0 | 0 | |
Balance at end of period | 0 | 0 | 207 |
Less: non-current portion | 0 | ||
Current portion | 0 | ||
July 2020 Restructuring | Employee Severance | |||
Restructuring Reserve [Roll Forward] | |||
Balance at beginning of period | 3,114 | 0 | |
Charges | 12,423 | ||
Charges | (316) | ||
Net Cash payments | (2,536) | (9,309) | |
Non-cash Items | 0 | 0 | |
Balance at end of period | 262 | 3,114 | 0 |
Less: non-current portion | 0 | ||
Current portion | 262 | ||
July 2020 Restructuring | Other | |||
Restructuring Reserve [Roll Forward] | |||
Balance at beginning of period | 3,035 | 0 | |
Charges | 117,955 | ||
Charges | (1,047) | ||
Net Cash payments | (509) | (2,792) | |
Non-cash Items | 0 | (112,128) | |
Balance at end of period | 1,479 | 3,035 | 0 |
Less: non-current portion | 294 | ||
Current portion | 1,185 | ||
Fiscal 2022 Restructuring | Employee Severance | |||
Restructuring Reserve [Roll Forward] | |||
Balance at beginning of period | 0 | 0 | |
Charges | 0 | ||
Charges | 24,137 | ||
Net Cash payments | (22,041) | 0 | |
Non-cash Items | 0 | ||
Balance at end of period | 2,096 | 0 | 0 |
Less: non-current portion | 0 | ||
Current portion | 2,096 | ||
Fiscal 2022 Restructuring | Other | |||
Restructuring Reserve [Roll Forward] | |||
Balance at beginning of period | 0 | 0 | |
Charges | 0 | ||
Charges | 798 | ||
Net Cash payments | (798) | 0 | |
Non-cash Items | 0 | 0 | |
Balance at end of period | 0 | $ 0 | $ 0 |
Less: non-current portion | 0 | ||
Current portion | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Jan. 29, 2022 | Jan. 30, 2021 | |
Loss Contingencies [Line Items] | |||
Standard warranty period | 1 year | ||
Extended warranty period (more than) | 1 year | ||
Global Foundries Inc | |||
Loss Contingencies [Line Items] | |||
Legal settlement | $ 36 | ||
Wafers, Substrates, And Other Manufacturing Products | |||
Loss Contingencies [Line Items] | |||
Long-term Purchase Commitment, Amount | $ 2,300 | ||
Other Commitment | $ 218.8 | ||
Wafers, Substrates, And Other Manufacturing Products | Minimum | |||
Loss Contingencies [Line Items] | |||
Long-term Purchase Commitment, Period | 4 years | ||
Wafers, Substrates, And Other Manufacturing Products | Maximum | |||
Loss Contingencies [Line Items] | |||
Long-term Purchase Commitment, Period | 10 years | ||
Technology License Fees | |||
Loss Contingencies [Line Items] | |||
Long-term Purchase Commitment, Period | 10 years | ||
Other Commitment | $ 354 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Payments Under Technology License Obligations (Details) $ in Thousands | Jan. 29, 2022USD ($) |
Purchase Commitments to Foundries and Test & Assembly Partners | |
Fiscal Year | |
2023 | $ 1,087,564 |
2024 | 453,609 |
2025 | 521,485 |
2026 | 484,100 |
2027 | 301,937 |
Thereafter | 326,393 |
Total unconditional purchase commitments | 3,175,088 |
Technology License Fees | |
Fiscal Year | |
2023 | 171,120 |
2024 | 149,807 |
2025 | 106,340 |
2026 | 32,533 |
2027 | 34,490 |
Thereafter | 193,501 |
Total unconditional purchase commitments | $ 687,791 |
Stockholders_ Equity - Preferre
Stockholders’ Equity - Preferred and Common Stock (Details) - $ / shares | Jan. 29, 2022 | Jan. 30, 2021 | Jun. 30, 2019 |
Equity [Abstract] | |||
Preferred stock, shares authorized (in shares) | 8,000,000 | 8,000,000 | |
Preferred stock, par value (in usd per share) | $ 0.002 | $ 0.002 | |
Common stock, shares authorized (in shares) | 1,250,000,000 | 1,250,000,000 | |
Common stock, par value (in usd per share) | $ 0.002 | $ 0.002 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Warrants to purchase common shares (in shares) | 9,000,000 |
Stockholders_ Equity - Restrict
Stockholders’ Equity - Restricted Stock Unit Withholdings (Details) - USD ($) $ in Thousands, shares in Millions | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Tax withholdings related to net share settlement of restricted stock units | $ 299,851 | $ 108,089 | $ 98,293 |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares withheld (in shares) | 4.8 | 3.1 | |
Tax withholdings related to net share settlement of restricted stock units | $ 299,900 | $ 108,100 |
Stockholders_ Equity - Cash Div
Stockholders’ Equity - Cash Dividends on Shares of Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 02, 2022 | Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 |
Dividends Payable [Line Items] | ||||
Cash dividends declared per share (in dollars per share) | $ 0.24 | $ 0.24 | $ 0.24 | |
Dividends | $ 191,000 | $ 160,600 | ||
Cash dividends paid (in dollars per share) | $ 0.24 | $ 0.24 | $ 0.24 | |
Payments of dividends | $ 191,049 | $ 160,574 | $ 159,573 | |
Subsequent Event | ||||
Dividends Payable [Line Items] | ||||
Cash dividends declared per share (in dollars per share) | $ 0.06 |
Stockholders_ Equity - Stock Re
Stockholders’ Equity - Stock Repurchase Program (Details) - USD ($) shares in Thousands | 12 Months Ended | ||||||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | Feb. 02, 2019 | Oct. 16, 2018 | Nov. 17, 2016 | Nov. 16, 2016 | |
Equity [Abstract] | |||||||
Share repurchase program, amount authorized | $ 700,000,000 | $ 1,000,000,000 | $ 3,250,000,000 | ||||
Number of shares repurchased (in shares) | 0 | 1,251 | 14,486 | ||||
Amount of shares repurchased | $ 0 | $ 25,202,000 | $ 364,272,000 | ||||
Shares repurchased (in shares) | 308,143 | 308,143 | 306,892 | 292,406 | |||
Repurchased amount | $ 4,270,005,000 | $ 4,270,005,000 | $ 4,244,803,000 | $ 3,880,531,000 | |||
Share repurchase program, remaining available for future share repurchases | $ 564,500,000 |
Stockholders_ Equity - Stock _2
Stockholders’ Equity - Stock Repurchase Program Roll Forward (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Shares Repurchased | |||
Cumulative balance at beginning of period (in shares) | 308,143 | 306,892 | 292,406 |
Repurchase of common stock under the stock repurchase program (in shares) | 0 | 1,251 | 14,486 |
Cumulative balance at end of period (in shares) | 308,143 | 308,143 | 306,892 |
Weighted- Average Price per Share | |||
Cumulative balance at beginning of period (in dollars per share) | $ 13.86 | $ 13.83 | $ 13.27 |
Repurchase of common stock under the stock repurchase program (in dollars per share) | 0 | 20.14 | 25.15 |
Cumulative balance at end of period (in dollars per share) | $ 13.86 | $ 13.86 | $ 13.83 |
Amount Repurchased | |||
Cumulative balance at beginning of period | $ 4,270,005 | $ 4,244,803 | $ 3,880,531 |
Repurchase of common stock under the stock repurchase program | 0 | 25,202 | 364,272 |
Cumulative balance at end of period | $ 4,270,005 | $ 4,270,005 | $ 4,244,803 |
Employee Benefit Plans - 1995 S
Employee Benefit Plans - 1995 Stock Option Plan (Details) - 1995 Stock Option Plan - shares shares in Millions | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares reserved for issuance, authorized | 383.4 | ||
Equity awards, expiration period | 10 years | ||
Number of shares available for future issuance | 74.6 | ||
Incentive Stock Option | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity awards, vesting period | 3 years | ||
Incentive Stock Option | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity awards, vesting period | 4 years | ||
Performance-Based RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity awards, vesting period | 3 years | ||
Expected achievement percentage of performance awards | 100.00% | ||
Performance-Based RSUs | Executive Officers | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award service period | 3 years | ||
Performance-Based RSUs | Executive Officers | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards that can be earned as a percentage of target | 0.00% | ||
Performance-Based RSUs | Executive Officers | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards that can be earned as a percentage of target | 200.00% | ||
Market-Based RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected achievement percentage of performance awards | 100.00% | ||
Market-Based RSUs | Executive Officers | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award service period | 3 years | ||
Market-Based RSUs | Executive Officers | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards that can be earned as a percentage of target | 0.00% | 0.00% | |
Market-Based RSUs | Executive Officers | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards that can be earned as a percentage of target | 200.00% | 150.00% | |
VCA RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity awards, vesting period | 1 year | ||
Expected achievement percentage of performance awards | 100.00% | ||
Vesting percentage | 100.00% |
Employee Benefit Plans - Cavium
Employee Benefit Plans - Cavium Acquisition (Details) - Cavium Plans | Jul. 06, 2018shares |
Class of Stock [Line Items] | |
Number of common stock issuable (in shares) | 15,824,555 |
Stock Options | |
Class of Stock [Line Items] | |
Number of common stock issuable (in shares) | 2,535,940 |
Restricted Stock Units | |
Class of Stock [Line Items] | |
Number of common stock issuable (in shares) | 13,288,615 |
Employee Benefit Plans - Cavi_2
Employee Benefit Plans - Cavium 2016 EIP (Details) - Cavium 2016 EIP | 12 Months Ended |
Jan. 29, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 4 years |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award expiration period | 7 years |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award expiration period | 10 years |
Employee Benefit Plans - Cavi_3
Employee Benefit Plans - Cavium 2007 EIP (Details) - Cavium 2007 EIP | 12 Months Ended |
Jan. 29, 2022 | |
Stock Options | Tranche One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 12.50% |
Award vesting period | 6 months |
Stock Options | Tranche Two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 2.08% |
Award vesting period | 3 years 6 months |
Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 4 years |
Restricted Stock Units | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award expiration period | 7 years |
Restricted Stock Units | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award expiration period | 10 years |
Employee Benefit Plans - QLogic
Employee Benefit Plans - QLogic 2005 Plan (Details) - QLogic 2005 Plan | 12 Months Ended |
Jan. 29, 2022 | |
Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 4 years |
Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 4 years |
Award term | 10 years |
Employee Benefit Plans - Cavi_4
Employee Benefit Plans - Cavium Acquisition-related Equity Awards (Details) - Cavium - Cavium Plans - USD ($) $ in Millions | Sep. 19, 2019 | Jul. 06, 2018 | Jul. 05, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of awards assumed in acquisition | $ 54.1 | $ 357.1 | |
Share-based compensation expense to be recognized | $ 288.2 | $ 68.9 |
Employee Benefit Plans - Aquant
Employee Benefit Plans - Aquantia Plans Assumed (Details) - Aquantia Plans | Sep. 19, 2019shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of common stock issuable (in shares) | 2,128,823 |
Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of common stock issuable (in shares) | 805,965 |
Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of common stock issuable (in shares) | 1,322,858 |
Employee Benefit Plans - Aqua_2
Employee Benefit Plans - Aquantia Acquisition-related Equity Awards (Details) - USD ($) $ in Millions | Sep. 19, 2019 | Sep. 18, 2019 |
Aquantia | Aquantia Plans | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense to be recognized | $ 32.6 | $ 21.5 |
Employee Benefit Plans - Inphi
Employee Benefit Plans - Inphi Acquisition-related Equity Awards and the Inphi 2010 EIP (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jan. 29, 2022 | Apr. 20, 2021 | |
Inphi | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of awards assumed in acquisition | $ 589.7 | |
Pre-acquisition service | $ 161.7 | |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense to be recognized | $ 606 | |
Inphi 2010 EIP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of common stock issuable (in shares) | 10,301,589 | |
Inphi 2010 EIP | Inphi | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense to be recognized | $ 428 | |
Inphi 2010 EIP | Inphi | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 3 years | |
Inphi 2010 EIP | Inphi | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 4 years | |
Inphi 2010 EIP | Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of common stock issuable (in shares) | 127,249 | |
Inphi 2010 EIP | Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of common stock issuable (in shares) | 10,040,693 | |
Inphi 2010 EIP | Performance Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of common stock issuable (in shares) | 133,647 |
Employee Benefit Plans - Innovi
Employee Benefit Plans - Innovium Acquisition-related Equity Awards and the Innovium 2015 EIP (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jan. 29, 2022 | Oct. 05, 2021 | |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense to be recognized | $ 606 | |
Innovium 2015 EIP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of common stock issuable (in shares) | 1,232,805 | |
Innovium 2015 EIP | Innovium, Inc. | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of awards assumed in acquisition | $ 80.9 | |
Pre-acquisition service | 39.8 | |
Share-based compensation expense to be recognized | $ 41.1 | |
Innovium 2015 EIP | Innovium, Inc. | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 3 years | |
Innovium 2015 EIP | Innovium, Inc. | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 4 years | |
Innovium 2015 EIP | Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of common stock issuable (in shares) | 421,648 | |
Innovium 2015 EIP | Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of common stock issuable (in shares) | 811,157 |
Employee Benefit Plans - Outsid
Employee Benefit Plans - Outside Director Equity Compensation Policy (Details) - Outside Director Equity Compensation Policy - RSUs $ in Thousands | 12 Months Ended |
Jan. 29, 2022USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Equity awards, aggregate fair market value | $ | $ 235 |
Equity awards, vesting percentage | 100.00% |
Equity awards, vesting period | 1 year |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares authorized | shares | 20,000 |
Employee Benefit Plans - Employ
Employee Benefit Plans - Employee Stock Purchase Plan (Details) - the ESPP - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum subscription rate | 15.00% | ||
Look-back period | 24 months | ||
Percentage discount of purchase price per share of common shares | 85.00% | ||
Offering period | 2 years | ||
Purchase period | 6 months | ||
Number of shares issued | 2.4 | 5 | 5.2 |
Weighted-average price (in usd per share) | $ 31.96 | $ 14.36 | $ 13.25 |
Unamortized compensation expense | $ 52.1 | ||
Number of shares available for future issuance | 46.2 |
Employee Benefit Plans - Summar
Employee Benefit Plans - Summary of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 477,545 | $ 241,539 | $ 242,809 |
Cost of goods sold | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 31,081 | 16,320 | 13,759 |
Research and development | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 273,247 | 150,867 | 157,054 |
Selling, general and administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 173,217 | $ 74,352 | $ 71,996 |
Employee Benefit Plans - Share-
Employee Benefit Plans - Share-based Compensation Narrative (Details) - USD ($) | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Share-based Payment Arrangement [Abstract] | |||
Income tax benefits realized from share-based compensation | $ 71,800,000 | $ 0 | $ 0 |
Share-based compensation capitalized in inventory | 18,400,000 | 3,800,000 | 4,100,000 |
Income tax benefits realized related to awards vested or exercised | $ 63,000,000 | $ 0 | $ 0 |
Employee Benefit Plans - Restri
Employee Benefit Plans - Restricted Stock Unit Activity (Details) - $ / shares | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Restricted Stock Units | |||
Number of Shares | |||
Beginning Balance (in shares) | 15,882,000 | 19,708,000 | 21,171,000 |
Assumed upon acquisition (in shares) | 10,985,000 | 1,341,000 | |
Granted (in shares) | 7,595,000 | 8,569,000 | 13,249,000 |
Vested (in shares) | (12,729,000) | (10,005,000) | (12,070,000) |
Canceled/Forfeited (in shares) | (2,350,000) | (2,390,000) | (3,983,000) |
Ending Balance (in shares) | 19,383,000 | 15,882,000 | 19,708,000 |
Weighted- Average Grant Date Fair Value | |||
Beginning Balance (in dollars per share) | $ 23 | $ 20.15 | $ 18.82 |
Assumed upon acquisition (in dollars per share) | 46.39 | 25.61 | |
Granted (in dollars per share) | 55.31 | 26.80 | 20.98 |
Vested (in dollars per share) | 27.95 | 20.79 | 19.23 |
Canceled/Forfeited (in dollars per share) | 34.84 | 22.39 | 20.49 |
Ending Balance (in dollars per share) | $ 44.23 | $ 23 | $ 20.15 |
Time-Based | |||
Number of Shares | |||
Beginning Balance (in shares) | 11,344,000 | 15,284,000 | 19,045,000 |
Assumed upon acquisition (in shares) | 10,851,000 | 1,341,000 | |
Granted (in shares) | 6,717,000 | 7,437,000 | 9,340,000 |
Vested (in shares) | (9,687,000) | (9,287,000) | (10,781,000) |
Canceled/Forfeited (in shares) | (2,027,000) | (2,090,000) | (3,661,000) |
Ending Balance (in shares) | 17,198,000 | 11,344,000 | 15,284,000 |
Weighted- Average Grant Date Fair Value | |||
Beginning Balance (in dollars per share) | $ 24.27 | $ 21.34 | $ 19.15 |
Assumed upon acquisition (in dollars per share) | 46.40 | 25.61 | |
Granted (in dollars per share) | 55.47 | 26.18 | 23.36 |
Vested (in dollars per share) | 32.34 | 21.28 | 20.01 |
Canceled/Forfeited (in dollars per share) | 36.61 | 22.89 | 20.57 |
Ending Balance (in dollars per share) | $ 44.42 | $ 24.27 | $ 21.34 |
Performance-Based | |||
Number of Shares | |||
Beginning Balance (in shares) | 260,000 | 511,000 | 948,000 |
Assumed upon acquisition (in shares) | 134,000 | 0 | |
Granted (in shares) | 145,000 | 143,000 | 288,000 |
Vested (in shares) | (134,000) | (390,000) | (576,000) |
Canceled/Forfeited (in shares) | (260,000) | (4,000) | (149,000) |
Ending Balance (in shares) | 145,000 | 260,000 | 511,000 |
Weighted- Average Grant Date Fair Value | |||
Beginning Balance (in dollars per share) | $ 21.06 | $ 17.71 | $ 16.58 |
Assumed upon acquisition (in dollars per share) | 45.67 | 0 | |
Granted (in dollars per share) | 65.36 | 14.13 | 13.90 |
Vested (in dollars per share) | 45.67 | 14.11 | 13.90 |
Canceled/Forfeited (in dollars per share) | 21.06 | 21.32 | 17.86 |
Ending Balance (in dollars per share) | $ 65.36 | $ 21.06 | $ 17.71 |
Market-Based | |||
Number of Shares | |||
Beginning Balance (in shares) | 4,278,000 | 3,913,000 | 1,178,000 |
Assumed upon acquisition (in shares) | 0 | 0 | |
Granted (in shares) | 733,000 | 989,000 | 3,621,000 |
Vested (in shares) | (2,908,000) | (328,000) | (713,000) |
Canceled/Forfeited (in shares) | (63,000) | (296,000) | (173,000) |
Ending Balance (in shares) | 2,040,000 | 4,278,000 | 3,913,000 |
Weighted- Average Grant Date Fair Value | |||
Beginning Balance (in dollars per share) | $ 19.77 | $ 15.83 | $ 15.40 |
Assumed upon acquisition (in dollars per share) | 0 | 0 | |
Granted (in dollars per share) | 51.85 | 33.35 | 15.39 |
Vested (in dollars per share) | 12.50 | 14.60 | 11.62 |
Canceled/Forfeited (in dollars per share) | 35.19 | 18.86 | 21.12 |
Ending Balance (in dollars per share) | $ 41.18 | $ 19.77 | $ 15.83 |
Total Shareholder Return Awards | |||
Number of Shares | |||
Granted (in shares) | 733,000 | 989,000 | 824,000 |
Value Creation Awards | |||
Number of Shares | |||
Granted (in shares) | 2,797,000 |
Employee Benefit Plans - Rest_2
Employee Benefit Plans - Restricted Stock and Stock Unit Awards Narrative (Details) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended |
Jan. 29, 2022USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Closing stock price (in dollars per share) | $ / shares | $ 66.32 |
RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Aggregate intrinsic value expected to vest | $ 1,300 |
Number of shares expected to vest | shares | 19.4 |
Unamortized compensation expense | $ 606 |
Unrecognized share based compensation cost, weighted-average period of recognition (in years) | 1 year 8 months 1 day |
Employee Benefit Plans - Stock
Employee Benefit Plans - Stock Option Plan Activity (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Number of Shares | |||
Balance at beginning of period (in shares) | 2,895 | 4,217 | 9,624 |
Assumed Upon Acquisition (in shares) | 549 | 808 | |
Granted (in shares) | 0 | 0 | 0 |
Exercised (in shares) | (889) | (1,301) | (6,178) |
Canceled/Forfeited (in shares) | (110) | (21) | (37) |
Balance at end of period (in shares) | 2,445 | 2,895 | 4,217 |
Vested or expected to vest at end of period (in shares) | 2,445 | ||
Weighted- Average Exercise Price | |||
Balance at beginning of period (in dollars per share) | $ 12.81 | $ 12.44 | $ 12.87 |
Assumed Upon Acquisition (in dollars per share) | 6.97 | 9.20 | |
Granted (in dollars per share) | 0 | 0 | 0 |
Exercised (in dollars per share) | 10.43 | 11.63 | 12.67 |
Canceled/Forfeited (in dollars per share) | 9.80 | 12.88 | 13.57 |
Balance at end of period (in dollars per share) | 12.51 | $ 12.81 | $ 12.44 |
Vested or expected to vest at end of period (in usd per share) | $ 0 |
Employee Benefit Plans - Option
Employee Benefit Plans - Option Plan and Stock Award Activity Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options vested and expected to vest, aggregate intrinsic value | $ 131.5 | ||
Options exercisable, aggregate intrinsic value | 129.2 | ||
Aggregate intrinsic value of stock options exercised | $ 43.3 | $ 25.1 | $ 70.5 |
Closing stock price (in dollars per share) | $ 66.32 | ||
Unamortized compensation expense for stock options | $ 0.4 | ||
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized share based compensation cost, weighted-average period of recognition (in years) | 7 months 9 days |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Options, by Range of Exercise Prices (Details) shares in Thousands | 12 Months Ended |
Jan. 29, 2022$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Outstanding Options, Number of Shares (in shares) | shares | 2,445 |
Outstanding Options, Weighted Average Remaining Contractual Term (in Years) | 2 years 6 months 21 days |
Outstanding Options, Weighted Average Exercise Price (in dollars per share) | $ 12.51 |
Exercisable Options, Number of Shares (in shares) | shares | 2,405 |
Exercisable Options, Weighted Average Exercise Price (in dollars per share) | $ 12.57 |
$3.89 - $10.31 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower Limit (in dollars per share) | 2.38 |
Range of Exercise Prices, Upper Limit (in dollars per share) | $ 10.31 |
Outstanding Options, Number of Shares (in shares) | shares | 312 |
Outstanding Options, Weighted Average Remaining Contractual Term (in Years) | 4 years 1 month 9 days |
Outstanding Options, Weighted Average Exercise Price (in dollars per share) | $ 6.75 |
Exercisable Options, Number of Shares (in shares) | shares | 284 |
Exercisable Options, Weighted Average Exercise Price (in dollars per share) | $ 6.83 |
$10.76 - $10.76 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower Limit (in dollars per share) | 10.76 |
Range of Exercise Prices, Upper Limit (in dollars per share) | $ 10.76 |
Outstanding Options, Number of Shares (in shares) | shares | 767 |
Outstanding Options, Weighted Average Remaining Contractual Term (in Years) | 1 year 2 months 26 days |
Outstanding Options, Weighted Average Exercise Price (in dollars per share) | $ 10.76 |
Exercisable Options, Number of Shares (in shares) | shares | 767 |
Exercisable Options, Weighted Average Exercise Price (in dollars per share) | $ 10.76 |
$10.89 - $14.35 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower Limit (in dollars per share) | 10.89 |
Range of Exercise Prices, Upper Limit (in dollars per share) | $ 13.96 |
Outstanding Options, Number of Shares (in shares) | shares | 234 |
Outstanding Options, Weighted Average Remaining Contractual Term (in Years) | 2 years 9 months 14 days |
Outstanding Options, Weighted Average Exercise Price (in dollars per share) | $ 12.55 |
Exercisable Options, Number of Shares (in shares) | shares | 229 |
Exercisable Options, Weighted Average Exercise Price (in dollars per share) | $ 12.52 |
$14.45 - $15.87 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower Limit (in dollars per share) | 14.35 |
Range of Exercise Prices, Upper Limit (in dollars per share) | $ 14.35 |
Outstanding Options, Number of Shares (in shares) | shares | 496 |
Outstanding Options, Weighted Average Remaining Contractual Term (in Years) | 3 years 3 months 10 days |
Outstanding Options, Weighted Average Exercise Price (in dollars per share) | $ 14.35 |
Exercisable Options, Number of Shares (in shares) | shares | 496 |
Exercisable Options, Weighted Average Exercise Price (in dollars per share) | $ 14.35 |
$15.91 - $22.27 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower Limit (in dollars per share) | 14.45 |
Range of Exercise Prices, Upper Limit (in dollars per share) | $ 22.27 |
Outstanding Options, Number of Shares (in shares) | shares | 636 |
Outstanding Options, Weighted Average Remaining Contractual Term (in Years) | 2 years 8 months 26 days |
Outstanding Options, Weighted Average Exercise Price (in dollars per share) | $ 16.01 |
Exercisable Options, Number of Shares (in shares) | shares | 629 |
Exercisable Options, Weighted Average Exercise Price (in dollars per share) | $ 15.98 |
Employee Benefit Plans - Valuat
Employee Benefit Plans - Valuation of Employee Share-Based Awards (Details) - shares | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 0 | 0 | 0 |
Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 0 | 0 | 0 |
Employee Benefit Plans - Assump
Employee Benefit Plans - Assumptions Used to Calculate Fair Value Awards for ESPP (Details) - Employee Stock Purchase Plan - $ / shares | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Estimated fair value (in dollars per share) | $ 24.14 | $ 15.12 | $ 7.06 |
Expected volatility | 46.00% | 48.00% | 35.00% |
Expected term (in years) | 1 year 3 months 18 days | 1 year 2 months 12 days | 1 year 2 months 12 days |
Risk-free interest rate | 0.20% | 0.10% | 1.80% |
Expected dividend yield | 0.40% | 0.60% | 1.00% |
Employee Benefit Plans - Assu_2
Employee Benefit Plans - Assumptions Used to Calculate Fair Value Awards of Total Shareholder Return Awards (Details) | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Total Shareholder Return Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 3 years | 3 years | 3 years |
Expected volatility | 44.00% | 40.00% | 32.00% |
Average correlation coefficient of peer companies | 0.6 | 0.7 | 0.5 |
Risk-free interest rate | 0.30% | 0.20% | 2.40% |
Expected dividend yield | 0.50% | 0.90% | 1.00% |
Value Creation Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 4 years 7 months 28 days | ||
Expected volatility | 35.00% | ||
Risk-free interest rate | 1.80% | ||
Expected dividend yield | 1.00% |
Employee Benefit Plans - Empl_2
Employee Benefit Plans - Employee 401(k) Plans (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 30, 2021 | Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
United States | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Employee pre-tax contributions to 401(k) (as a percent) | 5.00% | |||
Employer match contributions percentage | 100.00% | |||
Maximum contribution per employee | $ 5,000 | |||
Matching contributions to employees | $ 14,500,000 | $ 11,100,000 | $ 11,000,000 | |
United States | Minimum | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Employee pre-tax contributions to 401(k) (as a percent) | 1.00% | |||
United States | Maximum | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Employee pre-tax contributions to 401(k) (as a percent) | 75.00% | |||
Non-U.S. Defined Contribution Plan | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Matching contributions to employees | $ 11,000,000 | $ 11,300,000 | $ 9,600,000 |
Income Taxes - U.S. and Non-U.S
Income Taxes - U.S. and Non-U.S. Components of Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. operations | $ (621,193) | $ (18,201) | $ (95,884) |
Non-U.S. operations | 137,698 | (303,967) | 894,266 |
Income (loss) before income taxes | $ (483,495) | $ (322,168) | $ 798,382 |
Income Taxes - Provision (Benef
Income Taxes - Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Current income tax provision (benefit): | |||
Federal | $ 0 | $ 3,210 | $ 5,223 |
State | 711 | 3,439 | (1,937) |
Foreign | 30,722 | (12,028) | (4,137) |
Total current income tax provision (benefit) | 31,433 | (5,379) | (851) |
Deferred income tax provision (benefit): | |||
Federal | (83,423) | (14,401) | (125,892) |
State | (9,220) | 870 | (9,382) |
Foreign | (1,251) | (25,960) | (649,884) |
Total deferred income tax provision (benefit) | (93,894) | (39,491) | (785,158) |
Total provision (benefit) for income taxes | $ (62,461) | $ (44,870) | $ (786,009) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2014 | Jul. 31, 1999 | Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Income Taxes [Line Items] | |||||
Tax benefit for intellectual property transfer | $ 763 | ||||
Deferred tax asset related to tax basis in intellectual property | 659 | ||||
Reversal of intangible assets, deferred tax liability | 104 | ||||
Increase in valuation allowance | $ 253.9 | ||||
Unrecognized tax benefit that would affect the effective income tax rate if recognized | 198.8 | ||||
Increase in uncertain prior year tax positions and acquisitions | 91.8 | ||||
Unrecognized tax benefits offset by deferred tax assets | 296.7 | $ 221.7 | 146.6 | ||
Unrecognized tax benefit, interest and penalties accrued | 3.9 | 4 | 12.4 | ||
Interest and penalties related to unrecognized tax benefits included in consolidated statements of operation | 0.6 | $ 1 | $ 1.4 | ||
Uncertain tax positions decrease from the lapse of the statutes of limitation in various jurisdictions during the next 12 months | 2 | ||||
Cash, cash equivalents and short-term investments | 613.5 | ||||
Unrecognized deferred tax liability on undistributed earnings of foreign subsidiaries | 275.7 | ||||
Foreign Subsidiaries | |||||
Income Taxes [Line Items] | |||||
Cash, cash equivalents and short-term investments | 498 | ||||
Federal | |||||
Income Taxes [Line Items] | |||||
Net operating loss carryforwards | 1,740 | ||||
Operating loss carryforwards subject to annual limitation | 1,460 | ||||
Tax credit carryforwards subject to annual limitation | 188.3 | ||||
Federal | Research Tax Credit | |||||
Income Taxes [Line Items] | |||||
Tax credit carryforwards | 514.5 | ||||
State | California | |||||
Income Taxes [Line Items] | |||||
Net operating loss carryforwards | 969.6 | ||||
State | California | Research Tax Credit | |||||
Income Taxes [Line Items] | |||||
Tax credit carryforwards | 596.5 | ||||
State | Other State | |||||
Income Taxes [Line Items] | |||||
Net operating loss carryforwards | 269 | ||||
State | Other State | Research and Investment Tax Credit | |||||
Income Taxes [Line Items] | |||||
Tax credit carryforwards | 33.2 | ||||
Foreign | |||||
Income Taxes [Line Items] | |||||
Net operating loss carryforwards | 89.5 | ||||
Foreign | Research Tax Credit | |||||
Income Taxes [Line Items] | |||||
Tax credit carryforwards | $ 15.6 | ||||
Office of the Tax Commissioner, Bermuda | |||||
Income Taxes [Line Items] | |||||
Applicable statutory rate | 0.00% | 0.00% | 0.00% | ||
Economic Development Board of Singapore Pioneer Status | |||||
Income Taxes [Line Items] | |||||
Expiration of tax exemption, period | 15 years | 10 years | |||
Tax holidays, tax savings amount | $ 11.8 | ||||
Tax holidays, per share effect on earnings (in dollars per share) | $ 0.01 |
Income Taxes - Reconciliation S
Income Taxes - Reconciliation Statutory Rate and the Effective Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Income Tax Disclosure [Abstract] | |||
Provision at U.S. statutory rate | $ (101,535) | $ (67,655) | $ 167,660 |
State taxes, net of federal benefit | (8,136) | 327 | (9,878) |
Difference in U.S. and non-U.S. tax rates | 1,719 | 38,118 | (181,625) |
Foreign income inclusion in U.S. | 54,125 | 861 | 13,736 |
Non-deductible compensation | 47,889 | 4,108 | 6,196 |
Tax benefits of stock-based compensation | (70,888) | 0 | 0 |
Intellectual property transaction | 0 | 0 | (762,933) |
Federal research and development credits | (60,709) | (49,315) | (42,604) |
Uncertain tax positions | (1,532) | (19,957) | (3,913) |
Change in federal valuation allowance | 62,660 | 49,315 | 26,971 |
Transaction costs | 5,671 | 0 | 0 |
Other | 8,275 | (672) | 381 |
Total provision (benefit) for income taxes | $ (62,461) | $ (44,870) | $ (786,009) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Details) - USD ($) $ in Thousands | Jan. 29, 2022 | Jan. 30, 2021 |
Deferred tax assets: | ||
Net operating losses | $ 281,399 | $ 78,253 |
Federal and California income tax credits | 935,729 | 713,799 |
Intangible assets | 639,369 | 629,290 |
Reserves and accruals | 52,354 | 69,654 |
Stock-based compensation | 35,104 | 4,798 |
Lease liabilities | 37,716 | 28,176 |
Gross deferred tax assets | 1,981,671 | 1,523,970 |
Valuation allowance | (1,003,419) | (749,468) |
Total deferred tax assets | 978,252 | 774,502 |
Deferred tax liabilities: | ||
Intangible assets | (455,883) | (50,557) |
Fixed assets | (8,088) | (27,549) |
Unremitted earnings of non-U.S. subsidiaries | (21,448) | (20,173) |
Right of use assets | (33,833) | (26,158) |
Total deferred tax liabilities | (519,252) | (124,437) |
Net deferred tax assets (liabilities) | $ 459,000 | $ 650,065 |
Income Taxes - Classification o
Income Taxes - Classification of Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Jan. 29, 2022 | Jan. 30, 2021 |
Income Tax Disclosure [Abstract] | ||
Non-current deferred tax assets | $ 493,508 | $ 672,424 |
Non-current deferred tax liabilities | (34,508) | (22,359) |
Net deferred tax assets (liabilities) | $ 459,000 | $ 650,065 |
Income Taxes - Changes in Unrec
Income Taxes - Changes in Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits as of the beginning of the period | $ 242,150 | $ 166,828 | $ 158,323 |
Increases related to acquired tax positions | 94,579 | 0 | 9,215 |
Increases related to prior year tax positions | 1,536 | 77,878 | 1,789 |
Decreases related to prior year tax positions | 0 | (1,106) | (6,747) |
Increases related to current year tax positions | 7,701 | 5,603 | 7,614 |
Settlements | (5,858) | (476) | (443) |
Lapse in the statute of limitations | (5,557) | (8,193) | (4,044) |
Foreign exchange (gain) loss | (589) | ||
Foreign exchange (gain) loss | 1,616 | 1,121 | |
Gross amounts of unrecognized tax benefits as of the end of the period | $ 333,962 | $ 242,150 | $ 166,828 |
Net Income (Loss) Per Share - C
Net Income (Loss) Per Share - Computation of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Numerator: | |||
Net income (loss) | $ (421,034) | $ (277,298) | $ 1,584,391 |
Denominator: | |||
Weighted average shares — basic (in shares) | 796,855 | 668,772 | 664,709 |
Effect of dilutive securities: | |||
Share-based awards (in shares) | 0 | 0 | 11,385 |
Weighted average shares — diluted (in shares) | 796,855 | 668,772 | 676,094 |
Net income (loss) per share: | |||
Net Income (loss) per share - Basic (in dollars per share) | $ (0.53) | $ (0.41) | $ 2.38 |
Net Income (loss) per share - diluted (in dollars per share) | $ (0.53) | $ (0.41) | $ 2.34 |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Anti-dilutive Potential Shares (Details) - shares shares in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
stock-based awards | |||
Weighted average shares outstanding: | |||
stock-based awards | 16,094 | 11,268 | 1,124 |
Convertible debt | |||
Weighted average shares outstanding: | |||
stock-based awards | 549 | 0 | 0 |
Segment and Geographic Inform_3
Segment and Geographic Information - Narrative (Details) | 12 Months Ended |
Jan. 29, 2022segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
Segment and Geographic Inform_4
Segment and Geographic Information - Long-Lived Asset Information (Details) - USD ($) $ in Thousands | Jan. 29, 2022 | Jan. 30, 2021 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | $ 462,773 | $ 326,125 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | 319,030 | 245,471 |
Singapore | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | 83,382 | 29,603 |
Israel | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | 23,678 | 14,152 |
India | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | 16,089 | 18,832 |
China | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | 11,567 | 12,810 |
Others | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | $ 9,027 | $ 5,257 |
SCHEDULE II - VALUATION AND Q_2
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Allowance for doubtful accounts | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | $ 2,071 | $ 2,126 | $ 2,637 |
Additions | 1,526 | 1,442 | 3,448 |
Deductions | (637) | (1,497) | (3,959) |
Balance at End of Year | 2,960 | 2,071 | 2,126 |
Deferred tax asset valuation allowance | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | 749,468 | 676,780 | 597,829 |
Additions | 253,951 | 72,688 | 78,951 |
Deductions | 0 | 0 | 0 |
Balance at End of Year | $ 1,003,419 | $ 749,468 | $ 676,780 |