Form: 8-K

Current report

May 18, 2001

EXHIBIT 99.1

Published on May 18, 2001


EXHIBIT 99.1

NEWS RELEASE

MARVELL TECHNOLOGY GROUP LTD. REPORTS FIRST QUARTER FISCAL 2002 RESULTS

Sunnyvale, CA. (May 17, 2001) - Marvell Technology Group Ltd. (NASDAQ: MRVL), a
technology leader in the development of extreme broadband communications
solutions, today reported financial results for its first fiscal quarter ended
April 28, 2001.

Net sales for the first quarter of fiscal 2002 were $64.2 million, an increase
of 117% over the $29.7 million reported for the comparable quarter in fiscal
2001. Pro forma net income for the quarter was $4.5 million, or $0.04 per share
(diluted), compared with pro forma net income of $3.8 million, or $0.04 per
share (diluted), for the comparable quarter in fiscal 2001. Shares used in
computing pro forma earnings per share (diluted) for the first quarter of fiscal
2002 were 125.2 million, compared to 84.8 million shares for the first quarter
of fiscal 2001. The financial results for the first quarter of fiscal 2002
reflect the acquisition of Galileo Technology Ltd. in January 2001, which was
recorded as a purchase.

Marvell reports net income and diluted earnings per share on a pro forma basis,
which excludes the effects of acquisition-related expenses and amortization of
stock-based compensation. Net loss under generally accepted accounting
principles, which includes these non-cash charges, was $105.0 million, or $0.93
per share (diluted), for the first quarter of fiscal 2002, compared with net
income of $2.1 million, or $0.02 per share (diluted), for the comparable quarter
of fiscal 2001.

"The first quarter presented very challenging economic conditions for Marvell,"
stated Dr. Sehat Sutardja, Marvell's President and CEO. "While our revenue
growth from Q4 to Q1 was impacted by those economic conditions, we are pleased
that our Q1 results met the updated financial forecast that we communicated on
April 5, 2001. Entering Q2, we continue to remain cautious about near-term
market conditions, but are encouraged by recent indications of stability
returning to several segments of our communications and storage markets.
Additionally, we continue to demonstrate our technology leadership in both our
businesses, and believe that we are well-positioned to achieve substantial
growth when demand in our markets improves."

Added Dr. Sutardja, "This quarter, Marvell continued to achieve several industry
firsts with respect to technology and product advancements. In our
communications business, we demonstrated the success of our acquisition of
Galileo with the introduction of new products and end-to-end solutions, enabling
OEMs to create the industry's highest density Fast and Gigabit Ethernet switch
systems. Additionally, we introduced the industry's first router chips that
enable telecom-quality voice and real-time video services over packet-based
networks such as Ethernet local area networks and the Internet. In our storage
business, we announced the highest performance mixed-signal system-on-chip
solution available today, operating at an industry-leading clock rate of 750
MHz."

ABOUT MARVELL

Marvell, a technology leader in the development of extreme broadband
communications solutions, comprises Marvell Technology Group Ltd. (MTGL) and its
subsidiaries, Marvell Semiconductor Inc. (MSI), Marvell Asia Pte Ltd. (MAPL),
Marvell Japan K.K. (MJKK), and Galileo Technology Ltd. (GTL). On behalf of MTGL,
MSI designs, develops and markets integrated circuits utilizing proprietary
Communications Mixed-Signal Processing (CMSP) and digital signal processing
technologies for communications signal processing markets. MAPL is headquartered
in Singapore and is responsible for Marvell's production and distribution
operations. GTL develops high-performance communications internetworking and
switching products for the broadband communications market. As used in this
release, the terms "Company" and "Marvell" refer to the entire group of
companies. The Company applies its technology to the extreme broadband
communications market where its products are used in network access equipment to
provide the interface between communications systems and data transmission
media. MSI is headquartered at 645 Almanor Avenue, Sunnyvale, California, 94085;
phone: (408) 222-2500, fax: (408) 328-0120.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995:
This release may contain forward-looking statements based on our current
expectations, estimates and projections about our products, our industry, our
markets, management's beliefs, and certain assumptions made by us. Words such as
"anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates,"
"may," "will," "should," and variations of these words or similar expressions,
are intended to identify forward-looking statements. In addition, any statements
that refer to expectations, projections or other characterizations of future
events or circumstances, including any underlying assumptions, are
forward-looking statements. These statements are not guarantees of future
performance and are subject to certain risks, uncertainties and assumptions that
are difficult to predict. Therefore, market results may differ materially and
adversely from those expressed in any forward-looking statements in this
release.

Important risks, uncertainties and assumptions that may cause such a difference
for Marvell in connection with our near term financial results, the rate at
which stability returns to our market segments, our ability to achieve
substantial growth when demand in our market improves, and the success of our
recent product introductions include, but are not limited to, the timing, cost
and successful completion of technology and product development through volume
production; the timing, rescheduling and/or cancellation of significant customer
orders; general economic conditions and specific conditions in the markets we
address, including periodic downturns in the integrated circuit industry; the
rate at which our present and future customers and end-users adopt our products;
and the timing and results of customer-industry qualification and certification
of our products.

For other factors that could cause the Marvell's results to vary from
expectations, please see the section titled "Additional Factors That May Affect
Future Results" in Marvell's annual report on Form 10-K for the year ended
January 27, 2001.

We undertake no obligation to revise or update publicly any forward-looking
statements for any reason.




MARVELL TECHNOLOGY GROUP LTD.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)



THREE MONTHS ENDED
------------------------
APRIL 28, APRIL 29,
2001 2000
--------- ---------

Net revenue $ 64,230 $29,664
Cost of goods sold 29,365 13,180
-------- -------
Gross profit 34,865 16,484
Operating expenses:
Research and development 20,066 6,118
Selling and marketing 9,545 4,084
General and administrative 2,985 1,504
-------- -------
Total operating expenses 32,596 11,706
-------- -------
Operating income 2,269 4,778
Interest and other income, net 2,967 240
-------- -------
Income before income taxes 5,236 5,018
Provision for income taxes 785 1,254
-------- -------
Net income $ 4,451 $ 3,764
-------- -------

Net income per share:
Basic net income per share $ 0.04 $ 0.08
-------- -------
Diluted net income per share $ 0.04 $ 0.04
-------- -------

Weighted average shares -- basic 112,517 46,493
-------- -------
Weighted average shares -- diluted 125,156 84,796
-------- -------


NOTE:

The above pro forma statements of income are based upon our unaudited
consolidated statements of income for the periods shown, with the adjustments
described below.

The pro forma statement of income for the three months ended April 28, 2001 has
been adjusted to eliminate $4.1 million of stock-based compensation expense and
$104.5 million of goodwill and acquired intangible asset amortization expense
and reflects a pro forma effective tax rate of 15%. The pro forma statement of
income has also been adjusted to eliminate the $796,000 fair value adjustment to
Galileo's inventory balance, which was recorded upon acquisition in January 2001
and which was included in cost of goods sold during the three months ended April
28, 2001 when the inventory was sold.

The pro forma statement of income for the three months ended April 29, 2000 has
been adjusted to eliminate $2.3 million of stock-based compensation expense and
reflects a pro forma effective tax rate of 25%.

The format presented above is not intended to be in accordance with generally
accepted accounting principles.




MARVELL TECHNOLOGY GROUP LTD.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)



THREE MONTHS ENDED
-------------------------
APRIL 28, APRIL 29,
2001 2000
--------- ---------

Net revenue $ 64,230 $29,664
Cost of goods sold 30,161 13,180
--------- -------
Gross profit 34,069 16,484
Operating expenses:
Research and development 20,066 6,118
Selling and marketing 9,545 4,084
General and administrative 2,985 1,504
Amortization of stock-based compensation 4,113 2,261
Amortization of goodwill and acquired
intangible assets 104,508 --
--------- -------
Total operating expenses 141,217 13,967
--------- -------
Operating income (loss) (107,148) 2,517
Interest and other income, net 2,967 240
--------- -------
Income (loss) before income taxes (104,181) 2,757
Provision for income taxes 785 689
--------- -------
Net income (loss) $(104,966) $ 2,068
--------- -------

Net income (loss) per share:
Basic net income (loss) per share $ (0.93) $ 0.04
--------- -------
Diluted net income (loss) per share $ (0.93) $ 0.02
--------- -------

Weighted average shares -- basic 112,517 46,493
--------- -------
Weighted average shares -- diluted 112,517 84,796
--------- -------






MARVELL TECHNOLOGY GROUP LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS)



APRIL 28, JANUARY 27,
2001 2001
----------- -----------

ASSETS
Current assets:
Cash and cash equivalents $ 161,270 $ 184,128
Short-term investments 36,939 39,935
Accounts receivable, net 38,191 37,543
Inventory, net 24,256 30,924
Prepaid expenses and other current assets 12,829 11,479
----------- -----------
Total current assets 273,485 304,009
Property and equipment, net 35,002 31,184
Goodwill and acquired intangible assets 1,996,331 2,100,839
Other noncurrent assets 11,894 11,454
----------- -----------
Total assets $ 2,316,712 $ 2,447,486
----------- -----------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 22,495 $ 24,818
Accrued liabilities 16,673 17,323
Accrued merger costs 444 29,530
Income taxes payable 10,819 9,998
Deferred revenue 6,933 6,516
Capital lease obligations 22 37
----------- -----------
Total current liabilities 57,386 88,222
Long-term liabilities 2,564 2,598
----------- -----------
Total liabilities 59,950 90,820
----------- -----------

Shareholders' equity:
Common stock 231 231
Additional paid-in capital 2,618,418 2,617,490
Deferred stock-based compensation (24,000) (28,113)
Accumulated other comprehensive income 40 19
Retained earnings (deficit) (337,927) (232,961)
----------- -----------
Total shareholders' equity 2,256,762 2,356,666
----------- -----------
Total liabilities and shareholders' equity $ 2,316,712 $ 2,447,486
----------- -----------