Marvell Technology Reports Fiscal Second Quarter Results

- F2Q09 Revenue: $843 Million, up 28% Year-on-Year

- F2Q09 Net Income: $71 Million (GAAP), $154 Million (non-GAAP)

- F2Q09 EPS: $0.11 (GAAP), $0.24 (non-GAAP)

- F2Q09 Free Cash Flow: $167 Million

SANTA CLARA, Calif., Aug. 28 /PRNewswire-FirstCall/ -- Marvell Technology Group Ltd. (Nasdaq: MRVL), a leader in storage, communications and consumer silicon solutions, today reported financial results for the second quarter of fiscal year 2009, ended August 2, 2008.

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Net revenue for the second quarter of fiscal 2009 was $842.6 million, an increase of 28 percent over $656.7 million in the second quarter of fiscal 2008, ended July 28, 2007, and a 4.8 percent sequential increase from $804 million in the first quarter of fiscal 2009, ended May 3, 2008.

"The results for our second quarter were better than we had anticipated. We demonstrated significant year over year revenue growth, sustained profitability and excellent free cash flow generation," said Dr. Sehat Sutardja, Marvell Chairman and Chief Executive Officer. "We also continued to realize recurring benefits from our improved efficiency which combined with our revenue performance enabled us to achieve increased sequential growth in gross and operating margins."

Marvell reports net income (loss), basic and diluted net income (loss) per share in accordance with U.S. generally accepted accounting principles (GAAP) and on a non-GAAP basis as outlined below. Reconciliations of GAAP net income (loss) to non-GAAP net income for the three and six months ended August 2, 2008 and July 28, 2007 appear in the financial statements below. Non-GAAP net income, where applicable, excludes the effect of stock-based compensation, amortization and write-offs of acquired intangible assets and restructuring costs.

GAAP net income was $71.4 million, or $0.11 per share (diluted), for the second quarter of fiscal 2009, compared with a GAAP net loss of $56.5 million, or a loss of $0.10 per share for the second quarter of fiscal 2008. In the first quarter of fiscal 2009 GAAP net income was $69.9 million, or $0.11 per share (diluted).

Non-GAAP net income increased to $154 million, or $0.24 per share (diluted) for the second quarter of fiscal 2009, a 288 percent increase compared with non-GAAP net income of $39.7 million, or $0.06 per share (diluted) for the second quarter of fiscal 2008 and an increase of 2 percent from non-GAAP net income of $150.4 million, or $0.24 per share (diluted) for the first quarter of fiscal 2009. Results for the first fiscal quarter of 2009 included one time benefits of $14.5 million, or approximately $0.02 per share.

Non-GAAP gross margin for the second quarter of fiscal 2009 was 52.3 percent, compared to non-GAAP gross margin of 52.0 percent for the first

quarter of fiscal 2009 and non-GAAP gross margin of 49.4 percent for the second quarter of fiscal 2008.

Shares used to compute GAAP net income per share, for the second quarter of fiscal 2009 were 638 million shares (diluted), compared with 588 million shares in the second quarter of fiscal 2008 and 624 million shares (diluted) in the first quarter of fiscal 2009. Shares used to compute non-GAAP net income per diluted share for the second quarter of fiscal 2009 were 640 million shares compared with 630 million shares for the second quarter of fiscal 2008 and 624 million shares for the first quarter of fiscal 2009.

Cash flow from operations for the second quarter of fiscal 2009 was $183 million, up 40% sequentially from the $130 million reported in the first quarter of fiscal 2009. Free cash, defined as cash flow from operations, less investments in property, plant and equipment, was $167 million, up 67% sequentially from the $100 million reported in the first quarter of fiscal 2009.

Conference Call

Marvell will be conducting a conference call on August 28, 2008 at 1:45 p.m. PDT to discuss its second quarter of fiscal 2009 financial performance. The call is being webcast by Thomson/CCBN and can be accessed at Marvell's web site at http://www.marvell.com. The conference call will also be available via the web at http://www.marvell.com. Please visit Marvell's website, under the Investor Events section of the Investor Relations page. Replay on the Internet will be available until September 4, 2009.

Discussion of Non-GAAP Financial Measures

Non-GAAP net income consists of net income excluding stock-based compensation expense as well as charges related to acquisitions and other charges and gains that are driven primarily by discrete events that management does not consider to be directly related to Marvell's core operating performance. Non-GAAP earnings per share is calculated by dividing non-GAAP net income by non-GAAP weighted average shares outstanding (diluted). For purposes of calculating non-GAAP earnings per share, the GAAP weighted average shares outstanding (diluted) is adjusted to exclude the potential benefits of compensation costs expected to be incurred in future periods, but not yet recognized in the financial statements. The expected compensation costs are treated as proceeds assumed to be used to repurchase shares under the GAAP treasury stock method and also include the dilutive/antidilutive effects of warrants, common stock options and restricted stock.

Marvell believes that the presentation of non-GAAP net income and non-GAAP net income per share provides important supplemental information to management and investors regarding financial and business trends relating to the company's financial condition and results of operations. While Marvell uses non-GAAP financial measures as a tool to enhance its understanding of certain aspects of its financial performance, Marvell does not consider these measures to be a substitute for, or superior to, the information provided by GAAP financial measures. Consistent with this approach, Marvell believes that disclosing non-GAAP financial measures to the readers of its financial statements provides such readers with useful supplemental data that, while not a substitute for GAAP financial measures, allows for greater transparency in the review of its financial and operational performance. For further information regarding why Marvell believes that these non-GAAP measures provide useful information to investors, the specific manner in which management uses these measures, and some of the limitations associated with the use of these measures, please refer to Marvell's Current Report on Form 8- K filed today with the SEC. The Form 8-K is available on the SEC's website at http://www.sec.gov as well as on the Marvell website in the Investor Relations section at http://www.marvell.com.

About Marvell

Marvell Technology (Nasdaq: MRVL) is a leader in the development of storage, communications and consumer silicon solutions. Marvell's diverse product portfolio includes switching, transceiver, communications controller, wireless, and storage solutions that power the entire communications infrastructure, including enterprise, metro, home, and storage networking. As used in this release, the terms "Company" and "Marvell" refer to Marvell Technology Group Ltd. and its subsidiaries. For more information visit http://www.marvell.com

Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties concerning the Company's use of non-GAAP net income and net income per share as important supplemental information. Actual events or results may differ materially from those described in this document due to a number of risks and uncertainties. These statements are not guarantees of results and are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements, including the Company's reliance on major customers and suppliers; market acceptance of new products; and other risks detailed in Marvell's SEC filings. When Marvell files its Form 10-Q for the second quarter of fiscal 2009, the financial statements may differ from the results disclosed in this press release because judgments and estimates that management used in preparing the financial results reported in this press release may need to be updated to the date of the filing. The Company's results also remain subject to review by the Company's independent registered public accounting firm. For other factors that could cause Marvell's results to vary from expectations, please see the risk factors identified in the Marvell's latest Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as filed with the SEC and other factors detailed from time to time in Marvell's filings with the SEC. Marvell undertakes no obligation to revise or update publicly any forward-looking statements.


     For further information, contact:
     Jeff Palmer                                 Louise Kehoe
     Investor Relations                          Ogilvy PR/ Marvell
     408-222-8373                                650-544-5070
     jpalmer@marvell.com                         louise.kehoe@ogilvypr.com



                        Marvell Technology Group Ltd.
               Condensed Consolidated Statements of Operations
                                 (Unaudited)
                   (In thousands, except per share amounts)

                              Three Months Ended           Six Months Ended
                         August 2,    May 3,  July 28,   August 2,    July 28,
                            2008      2008      2007        2008        2007

    Net revenue          $842,575  $804,075  $656,711  $1,646,650  $1,291,761
    Cost of goods sold    405,913   388,842   335,530     794,755     662,947
    Gross profit          436,662   415,233   321,181     851,895     628,814
    Operating expenses:
      Research and
       development and
       other              249,714   238,475   236,194     488,189     470,327
      Selling and
       marketing           41,834    46,088    53,942      87,922     104,334
      General and
       administrative      30,989    12,951    33,775      43,940      57,763
      Amortization of
       acquired intangible
       assets              34,988    35,247    37,293      70,235      74,613
        Total operating
         expenses         357,525   332,761   361,204     690,286     707,037
    Operating income
     (loss)                79,137    82,472   (40,023)    161,609     (78,223)
    Interest and other
     income (expense), net (2,690)   (3,959)   (6,814)     (6,649)    (15,470)
    Income (loss) before
     income taxes          76,447    78,513   (46,837)    154,960     (93,693)
    Provision for income
     taxes                  5,080     8,574     9,619      13,654      15,591
    Net income (loss)     $71,367   $69,939  $(56,456)    141,306    (109,284)

    Basic net income
     (loss) per share       $0.12     $0.12    $(0.10)      $0.23      $(0.19)
    Diluted net income
     (loss) per share       $0.11     $0.11    $(0.10)      $0.22      $(0.19)

    Shares used in
     computing  basic
     earnings per share   606,860   601,222   587,534     604,041     587,480
    Shares used in
     computing diluted
     earnings per share   637,832   624,351   587,534     631,091     587,480



                        Marvell Technology Group Ltd.
                    Reconciliation of Non-GAAP Adjustments
                                 (Unaudited)
                   (In thousands, except per share amounts)

                           Three Months Ended         Three Months Ended
                             August 2, 2008             July 28, 2007
                                  Adjust-                    Adjust-
                         GAAP     ments   Non-GAAP   GAAP     ments  Non-GAAP

    Net revenue       $842,575       $-   $842,575 $656,711     $-   $656,711
    Cost of goods
     sold              405,913    3,755(a) 402,158  335,530  3,275(a) 332,255
    Gross profit       436,662    3,755    440,417  321,181  3,275    324,456
      Gross margin        51.8%               52.3%    48.9%             49.4%
    Operating expenses:
      Research and
       development
       and other       249,714   32,998(a) 216,716  236,194 34,591(a) 201,603
      Selling and
       marketing        41,834    6,159(a)  35,675   53,942 10,977(a)  42,965
      General and
       administrative   30,989    4,715(a)  26,274   33,775 10,033(a)  23,742
      Amortization of
       acquired
       intangible
       assets           34,988   34,988(b)       -   37,293 37,293(b)       -
        Total operating
         expenses      357,525   78,860    278,665  361,204 92,894    268,310
    Operating income
     (loss)             79,137   82,615    161,752  (40,023)96,169     56,146
    Interest and
     other income
     (expense), net     (2,690)       -     (2,690)  (6,814)     -     (6,814)
    Income (loss)
     before income
     taxes              76,447   82,615    159,062  (46,837) 96,169    49,332
    Provision for
     income taxes        5,080        -      5,080    9,619       -     9,619
    Net income (loss)  $71,367  $82,615   $153,982 $(56,456)$96,169   $39,713

    Basic net income
     (loss) per share    $0.12               $0.25   $(0.10)            $0.07
    Diluted net income
     (loss) per share    $0.11               $0.24   $(0.10)            $0.06

    Shares used in
     computing basic
     earnings per
     share             606,860             606,860  587,534           587,534
    Shares used in
     computing diluted
     earnings per
     share             637,832             640,147  587,534           630,258

    (a) Consists of
        For three months ending August 2, 2008, employee stock-based
        compensation expense of $3,755 cost of goods sold, $32,998 research
        and development, $6,159 selling and marketing and $4,715 general and
        administrative

        For three months ending July 28, 2007, employee stock-based
        compensation expense of $3,275 cost of goods sold, $34,591 research
        and development, $10,977 selling and marketing and $10,033 general and
        administrative

    (b) Consists of
        For three months ending August 2, 2008, amortization of intangible
        assets of $34,988 resulting from prior acquisitions

        For three months ending July 28, 2007, amortization of intangible
        assets of $37,293 resulting from prior acquisitions



                          Marvell Technology Group Ltd.
                      Reconciliation of Non-GAAP Adjustments
                                   (Unaudited)
                     (In thousands, except per share amounts)

                         Six Months Ended            Six Months Ended
                          August 2, 2008               July 28, 2007
                            Adjust-                        Adjust-
                     GAAP    ments   Non-GAAP      GAAP     ments   Non-GAAP

    Net revenue $1,646,650       $- $1,646,650 $1,291,761       $- $1,291,761
    Cost of goods
     sold          794,755    6,828(a) 787,927    662,947    6,293(a) 656,654
    Gross profit   851,895    6,828    858,723    628,814    6,293    635,107
      Gross margin    51.7%               52.1%      48.7%               49.2%
    Operating
     expenses:
      Research and
       development
       and other   488,189   62,930(a) 425,259    470,327   66,633(a) 403,694
      Selling and
       marketing    87,922   13,507(a)  74,415    104,334   18,148(a)  86,186
      General and
       admini-
       strative     43,940    9,588(a)  34,352     57,763   14,590(a)  43,173
      Amortization
       of acquired
       intangible
       assets       70,235   70,235(b)       -     74,613   74,613(b)       -
        Total
         operating
         expenses  690,286  156,260    534,026    707,037  173,984    533,053
    Operating
     income
     (loss)        161,609  163,088    324,697    (78,223) 180,277    102,054
    Interest and
     other income
     (expense), net (6,649)       -     (6,649)   (15,470)       -    (15,470)
    Income (loss)
     before income
     taxes         154,960  163,088    318,048    (93,693) 180,277     86,584
    Provision for
     income taxes   13,654        -     13,654     15,591        -     15,591
    Net income
     (loss)       $141,306 $163,088   $304,394  $(109,284)$180,277    $70,993

    Basic net
     income
     (loss) per
     share           $0.23               $0.50     $(0.19)              $0.12
    Diluted net
     income (loss)
     per share       $0.22               $0.48     $(0.19)              $0.11

    Shares used in
     computing basic
     earnings per
     share         604,041             604,041    587,480             587,480
    Shares used in
     computing
     diluted
     earnings per
     share         631,091             632,294    587,480             632,010

    (a) Consists of
        For six months ending August 2, 2008, employee stock-based
        compensation expense of $6,828 cost of goods sold, $62,930 research
        and development, $13,507 selling and marketing and $9,588 general and
        administrative

        For six months ending July 28, 2007, employee stock-based compensation
        expense of $6,293 cost of goods sold, $66,633 research and
        development, $18,148 selling and marketing and $14,590 general and
        administrative

    (b) Consists of
        For six months ending August 2, 2008, amortization of intangible
        assets of $70,235 resulting from prior acquisitions

        For six months ending July 28, 2007, amortization of intangible assets
        of $74,613 resulting from prior acquisitions



                        Marvell Technology Group Ltd.
                      Condensed Consolidated Balance Sheets
                                   (Unaudited)
                                  (In thousands)

                                                     August 2,    February 2,
    Assets                                             2008           2008
    Current assets:
      Cash, cash equivalents
       and short-term investments                    $888,898       $630,903
      Accounts receivable, net                        470,646        332,020
      Inventory                                       326,924        419,493
      Prepaid expenses and other current assets        94,103        121,325
        Total current assets                        1,780,571      1,503,741
    Property and equipment, net                       412,988        416,241
    Long-term investments                              40,293         45,628
    Goodwill and acquired intangible assets         2,357,606      2,427,877
    Other non-current assets                          132,627        157,107
        Total assets                               $4,724,085     $4,550,594

    Liabilities and Shareholders' Equity
    Current liabilities:
      Accounts payable                               $237,039       $231,135
      Accrued liabilities                             217,629        241,062
      Income taxes payable                             37,008         39,132
      Deferred income                                  62,005         69,420
      Current portion of capital lease
       obligations                                      1,933          2,463
        Total current liabilities                     555,614        583,212
    Capital lease obligations                           3,363          4,238
    Term loan obligations                             288,750        390,750
    Other long-term liabilities                       169,666        160,875
        Total liabilities                           1,017,393      1,139,075

    Shareholders' equity:
      Common stock                                      1,221          1,200
      Additional paid-in capital                    4,256,384      4,100,659
      Accumulated other comprehensive
       income (loss)                                   (1,264)           615
      Accumulated deficit                            (549,649)      (690,955)
        Total shareholders' equity                  3,706,692      3,411,519
        Total liabilities and shareholders'
         equity                                    $4,724,085     $4,550,594



                          Marvell Technology Group Ltd.
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
                                 (in thousands)

                                                      Six Months Ended
                                                 August 2,          July 28,
                                                   2008              2007
    Cash flows from operating
     activities:
    Net income (loss)                            $141,306          $(109,284)
    Adjustments to reconcile net income
     (loss) to net cash provided
      by operating activities:
       Depreciation and amortization               56,650             52,420
       Stock-based compensation                    92,853            105,664
       Amortization of acquired
        intangible assets                          70,235             74,613
       Loss from disposal of assets                     -             (5,122)
       Fair market value adjustment to
        Intel inventory sold                      (10,757)           (77,641)
       Interest expense related to
        supply contract                                 -              3,023
       Excess tax benefits from stock-
        based compensation                           (494)              (235)
       Changes in assets and
        liabilities, net of
        acquisitions:
          Restricted cash                         (24,500)               -
          Accounts receivable                    (138,626)           (28,702)
          Inventories                             103,327            (88,748)
          Prepaid expenses and other
           assets                                  42,810             53,992
          Accounts payable                          5,878             22,334
          Accrued liabilities and other           (33,999)           (26,199)
          Accrued employee compensation             9,995                855
          Income taxes payable                      5,814              3,928
          Deferred income                          (7,415)             8,318
            Net cash provided by (used
             in) operating activities             313,077            (10,784)
    Cash flows from investing
     activities:
       Cash paid in acquisitions, net                 -               (7,141)
       Purchases of short-term and long-
        term investments                          (10,172)          (113,651)
       Sales and maturities of short-
        term and long-term investments             23,793             50,021
       Acquisition costs                              -               (1,138)
       Purchases of property and
        equipment                                 (46,532)           (64,513)
       Purchases of technology licenses            (1,250)           (16,850)
       Proceeds from sale of assets
        under construction                            -                5,122
            Net cash used in investing
             activities                           (34,161)          (148,150)
    Cash flows from financing
     activities:
       Proceeds from the issuance of
        common stock and other                     67,656              2,681
       Principal payments on capital
        lease and debt obligations               (103,405)            (7,811)
       Excess tax benefits from stock-
        based compensation                            494                235
            Net cash used in financing
             activities                           (35,255)            (4,895)
    Net increase (decrease) in cash and
     cash equivalents                             243,661           (163,829)
    Cash and cash equivalents at
     beginning of period                          615,648            568,008
    Cash and cash equivalents at end of
     period                                      $859,309           $404,179

SOURCE Marvell Technology Group Ltd.