MRVL 10-K Annual Report Feb. 2, 2019 | Alphaminr
MARVELL TECHNOLOGY GROUP LTD

MRVL 10-K Fiscal year ended Feb. 2, 2019

MARVELL TECHNOLOGY GROUP LTD
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PROXIES
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Filed on May 28, 2020
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Filed on May 16, 2019
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Filed on May 17, 2018
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Filed on May 3, 2017
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Filed on Sept. 27, 2016
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Filed on May 19, 2015
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Filed on May 19, 2014
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Filed on May 14, 2013
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Filed on May 15, 2012
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Filed on May 19, 2011
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Filed on May 27, 2010
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Shareholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 Basis Of PresentationNote 2 Significant Accounting PoliciesNote 3 RevenueNote 4 Restructuring and Other Related ChargesNote 5 Business CombinationNote 6 Discontinued OperationsNote 7 Supplemental Financial Information (in Thousands)Note 8 InvestmentsNote 9 Derivative Financial InstrumentsNote 10 Fair Value MeasurementsNote 11 Goodwill and Acquired Intangible Assets, NetNote 12 DebtNote 13 Commitments and ContingenciesNote 14 Shareholders EquityNote 15 Employee Benefit PlansNote 16 Income TaxesNote 17 Net Income (loss) Per ShareNote 18 Segment and Geographic InformationItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Shareholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Agreement and Plan of Merger by and among the Company, Kauai Acquisition Corp., and Cavium, Inc. dated as of November 19, 2017 8-K 000-30877 2.1 11/20/2017 3.1 Memorandum of Association of Marvell Technology Group Ltd. 10-K 000-30877 3.1 03/29/2018 3.2 Fourth Amended and Restated Bye-Laws of Marvell Technology Group Ltd. 8-K 000-30877 3.1 11/10/2016 3.3 Memorandum of Increase of Share Capital of Marvell Technology Group Ltd. dated June 29, 2006, June 7, 2004, April 25, 2000, July 16, 1999, July 22, 1998, September 26, 1996 and March 10, 1995 10-Q 000-30877 3.5 06/05/2018 3.4 Certificate of Incorporation of Marvell Technology Group Ltd. 10-Q 000-30877 3.2 06/05/2018 3.5 Memorandum of Reduction of Share Premium dated August 8, 2011 10-Q 000-30877 3.4 06/05/2018 4.1 Specimen common share certificate for Marvell Technology Group Ltd. 10-K 000-30877 4.1 03/29/2018 4.2 Indenture, dated as of June22, 2018, by and between Marvell Technology Group Ltd. and U.S. Bank National Association, as trustee 8-K 000-30877 4.1 06/22/2018 4.3 First Supplemental Indenture, dated as of June22, 2018, by and between Marvell Technology Group Ltd. and U.S. Bank National Association, as trustee 8-K 000-30877 4.2 06/22/2018 4.4 Form of 4.200% Senior Notes due 2023 (included in Exhibit 4.3) 8-K 000-30877 4.3 06/22/2018 4.5 Form of 4.87% Senior Notes due 2028 (included in Exhibit 4.3) 8-K 000-30877 4.4 06/22/2018 10.1# 1997 Directors Stock Option Plan S-1 333-33086 10.2 3/23/2000 10.1.1# Form of Notice of Stock Option Grants, Nonstatutory Stock Option Agreement, Exercise Notice and Restricted Stock Purchase Agreement for use under the 1997 Directors Stock Option Plan S-8 333-148621 10.7 1/11/2008 10.2# 2000 Employee Stock Purchase Plan (as amended and restated as of October31, 2011) 10-Q 000-30877 10.1 12/2/2011 10.2.1# 2000 Employee Stock Purchase Plan Form of Subscription Agreement 10-K 000-30877 10.4 3/29/2013 10.3# Amended and Restated 1995 Stock Option Plan, amended through April 16, 2015 8-K 000-30877 10.2 7/2/2015 10.3.1# Amended and Restated 1995 Stock Option Plan Restricted Stock Agreement 10-K 000-30877 10.20 4/13/2006 10.3.2# Form of Option Agreement for use with the Amended and Restated 1995 Stock Option Plan (for options granted prior to December 4, 2008) 10-K 000-30877 10.21 4/13/2006 10.3.3# Formof Stock Option Agreement and Notice of Grant of Stock Options and Option Agreement for use with the Amended and Restated 1995 Stock Option Plan (for options granted on or after December 4, 2008) 8-K 000-30877 10.1 12/17/2008 10.3.4# Formof Stock Option Agreement and Notice of Grant of Stock Options and Option Agreement for use with the Amended and Restated 1995 Stock Option Plan (for options granted on or after August 2, 2010) 10-Q 000-30877 10.3 9/3/2010 10.3.5# Formof Stock Option Agreement and Notice of Grant of Stock Options and Option Agreement for use with the Amended and Restated 1995 Stock Option Plan (for options granted on or after September 20, 2013) 8-K 000-30877 10.2 9/26/2013 10.3.6# Form of Restricted Stock Unit Agreement for use with the Amended and Restated 1995 Stock Option Plan (for RSUs granted prior to December 4, 2008) 10-K 000-30877 10.34 7/2/2007 10.3.7# Formof Stock Unit Agreement and Notice of Grant of Award and Award Agreement for use with the Amended and Restated 1995 Stock Option Plan (for RSUs granted on or after December 4, 2008) 8-K 000-30877 10.2 12/17/2008 10.3.8# Formof Stock Unit Agreement and Notice of Grant of Award and Award Agreement for use with the Amended and Restated 1995 Stock Option Plan (for RSUs granted on or after August 2, 2010) 10-Q 000-30877 10.4 9/3/2010 10.3.9# Formof Notice of Grant of Stock Options Performance-Based, for use with the Amended and Restated 1995 Stock Option Plan 8-K 000-30877 10.1 12/19/2008 10.3.10# Form of Performance Award Agreement and Notice of Grant of Performance Award and Award Agreement for use with the Amended and Restated 1995 Stock Option Plan 10-Q 000-30877 10.2 6/5/2014 10.3.11# Form of Deferral Feature Stock Unit Agreement with Stock Unit Election Form for use with the Amended and Restated 1995 Stock Option Plan 10-K 000-30877 10.3.11# 03/29/2018 10.4# Marvell Technology Group Ltd. Executive Performance Incentive Plan 8-K 000-30877 10.1 7/2/2015 10.5# 2007 Director Stock Incentive Plan, as amended and restated effective March 11, 2014 10-K 000-30877 10.15 3/27/2014 10.5.1# Form of Stock Option Agreement for use with the 2007 Director Stock Incentive Plan Initial Award 8-K 000-30877 10.2 10/25/2007 10.5.2# Form of Stock Unit Agreement and Notice of Grant of Award and Award Agreement for use with the 2007 Director Stock Incentive Plan 8-K 000-30877 10.2 7/1/2011 10.6# Description of Indemnification Rights for certain current and former directors, officers and employees 10-Q 000-30877 10.37 9/6/2007 10.7# Formof Indemnification Agreement with Directors and Executive Officers 8-K 000-30877 10.1 10/10/2008 10.8# Indemnification Arrangement with Dr. Sehat Sutardja 8-K 000-30877 10.1 3/7/2011 10.9# Offer Letter between the Marvell and Matthew J. Murphy and form of Severance Agreement attached thereto as Appendix B 8-K 000-30877 10.1 6/20/2016 10.10# Marvell Technology Group Ltd. Change in Control Severance Plan and Summary Plan Description, effective June 15, 2016 8-K 000-30877 10.2 6/20/2016 10.11# Offer Letter between Marvell and Mitchell Gaynor 10-Q 000-30877 10.3 9/8/2016 10.12# Offer Letter between Marvell and Christopher Koopmans 10-Q 000-30877 10.4 9/8/2016 10.13# Offer Letter between Marvell and Andrew Micallef 10-Q 000-30877 10.5 9/8/2016 10.14 Starboard Agreement 8-K 000-30877 10.1 4/27/2016 10.15# Offer Letter between the Company and Jean Hu 8-K 000-30877 10.1 8/23/2016 10.16# Offer Letter between the Company and David Caron 8-K 000-30877 10.1 10/3/2016 10.17# Offer Letter between the Company and Thomas Lagatta 10-K 000-30877 10.22 03/28/2017 1018# Severance Agreement between the Company and Mitchell Gaynor 10-K 000-30877 10.23 03/28/2017 10.19# Offer Letter between the Company and Neil Kim 10-Q 000-30877 10.1 06/05/2017 10.20# Separation and Form of Consulting Agreement between the Company and Dr. Pantelis Alexopoulos 10-Q 000-30877 10.3 06/05/2017 10.21 Voting Agreement dated as of November 19, 2017 by and between the Company and Syed B. Ali 8-K 000-30877 10.1 11/20/2017 10.22# Offer Letter between Marvell and Raghib Hussain 10-Q 003-30877 10.3 09/12/28 10.23# Severance Agreement between the Company and Willem Meintjes, dated December 9, 2016 8-K 003-30877 10.1 06/29/2018 10.24 Credit Agreement dated as of June 13, 2018, among Marvell Technology Group Ltd., the Lenders party thereto, Goldman Sachs Bank USA, as the General Administrative Agent and the Term Facility Agent, and Bank of America, N.A., as the Revolving Facility Agent 8-K 003-30877 10.1 06/13/2018 21.1 Subsidiaries of Registrant Filed herewith 23.1 Consent of Independent Registered Public Accounting Firm - Deloitte & Touche LLP Filed herewith 31.1 Rule13a-14(a)/15d-14(a)Certification of the Principal Executive Officer Filed herewith 31.2 Rule13a-14(a)/15d-14(a)Certification of the Principal Financial Officer Filed herewith 32.1* Certification Pursuant to 18 U.S.C. Section1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002 for Principal Executive Officer Filed herewith 32.2* Certification Pursuant to 18 U.S.C. Section1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002 for Principal Financial Officer Filed herewith