Form: 8-K

Current report

November 18, 2004

EXHIBIT 99.1

Published on November 18, 2004


Exhibit 99.1

NEWS RELEASE

MARVELL(R) TECHNOLOGY GROUP LTD. REPORTS
RECORD THIRD QUARTER FISCAL 2005 RESULTS

Sunnyvale, CA. (November 18, 2004) - Marvell(R) Technology Group Ltd. (NASDAQ:
MRVL), the technology leader in the development of extreme broadband
communications and storage solutions, today reported financial results for its
third fiscal quarter ended October 30, 2004.

Net revenue for the third quarter of fiscal 2005 was a record $317.6 million, an
increase of 47% over net revenue of $215.3 million for the third quarter of
fiscal 2004 and a 7% sequential increase from net revenue of $297.2 million for
the second quarter of fiscal 2005. Net income under generally accepted
accounting principles (GAAP) was $43.6 million, or $0.14 per share (diluted),
for the third quarter of fiscal 2005, compared with a net income under GAAP of
$12.0 million, or $0.04 per share (diluted), for the third quarter of fiscal
2004.

Net revenue for the nine months ended October 30, 2004 was $884.3 million, an
increase of 53% over net revenue of $576.5 million for the nine months ended
November 1, 2003. Net income under GAAP was $86.7 million, or $0.29 per share
(diluted), for the nine months ended October 30, 2004, compared with a net
income under GAAP of $25.7 million, or $0.09 per share (diluted), for the nine
months ended November 1, 2003.

Marvell reports net income and basic and diluted net income per share in
accordance with GAAP and additionally on a non-GAAP basis, referred to as pro
forma. Pro forma net income, where applicable, excludes the effect of
amortization and write-off of acquired intangible assets and other, amortization
of stock-based compensation and charges related to facilities consolidation. Pro
forma net income was $66.6 million, or $0.22 per share (diluted), for the third
quarter of fiscal 2005, compared with pro forma net income of $35.1 million, or
$0.12 per share (diluted), for the third quarter of fiscal 2004. Shares used in
computing net income per share for the third quarter of fiscal 2005 increased to
301.0 million, compared with 284.8 million for the third quarter of fiscal 2004.

Pro forma net income was $175.4 million, or $0.59 per share (diluted), for the
nine months ended October 30, 2004, compared with pro forma net income of $89.6
million, or $0.33 per share (diluted), for the nine months ended November 1,
2003. Shares used in computing pro forma net income per share for the nine
months ended October 30, 2004 increased to 296.3 million, compared with 272.5
million for the nine months ended November 1, 2003.

These non-GAAP measures should be considered in addition to, and not as a
substitute for, the results prepared in accordance with GAAP. A reconciliation
of GAAP net income to pro forma net income is included in the financial
statements portion of this release as well as on our website in the Investors
section at www.marvell.com.

Marvell's management believes the non-GAAP information is useful because it can
enhance the understanding of the Company's ongoing economic performance and
Marvell therefore uses pro forma reporting internally to evaluate and manage the
Company's operations. Marvell has chosen to provide this information to
investors to enable them to perform comparisons of operating results in a manner
similar to how the Company analyzes its operating results.





"Q3 was another solid quarter for Marvell with record revenues, continued
operating margin expansion, and solid cash flows," stated Dr. Sehat Sutardja,
Marvell's President and CEO. "We continue to demonstrate our sharp focus and
ability to execute our business strategies even in challenging economic and end
market conditions. We of course are very proud of our strong financial track
record which is a reflection of the strength of our technology, the strong
partnerships we have built with our customers and suppliers, and the dedication
and hard work of our employees."

Revenue for the third quarter was a record for Marvell and represented the 28th
consecutive quarter for sequential revenue growth. During the quarter Marvell
also reported its highest level of cash, cash equivalents and short-term
investments with a balance of $577.3 million. The following is a review of some
of the recent highlights that occurred since last quarter's earnings release:

o During the quarter, Marvell announced it is driving the CE-ATA
initiative with key industry players including Hitachi Global Storage
Technologies, Intel Corporation, Seagate Technology and Toshiba America
Information Systems. Marvell initiated the definition of this standard
storage interface for small form factor disk drives that addresses the
requirements of the handheld and consumer electronics (CE) market
segments, including low pin count, low voltage, power efficiency, cost
effectiveness and integration efficiency. Additionally, Marvell also
announced, as a result of a dedicated four-year development effort, the
industry's only System on Chip (SOC) device supporting the new CE-ATA
specification. The Marvell 88i6310 SOC along with its accompanying
reference firmware is the first device designed specifically to enable
next generation small form factor disk drives.

o Marvell announced the further expansion of its Prestera(R) packet
processors with the industry's most comprehensive support for IPv6 which
allows customers to quickly incorporate IPv6 features into their product
portfolios ranging from SOHO to Enterprise products at every performance
point including Fast-, Gigabit-, and 10 Gigabit- Ethernet. IPv6 is an
evolutionary standard that enables customers to manage the growing
number of networked consumer electronic devices without running into the
addressing scheme limitations inherent to IPv4. Unique to the Prestera
devices is comprehensive IP-in-IP tunneling support that enables
coexistence with current networks as well as the migration from IPv4 to
the next generation IPv6 networks.

o Marvell continues to expand upon its diverse list of high volume
wireless LAN design wins for exciting consumer applications such as
cellular handsets, gaming devices, digital cameras, printers, MP3
players, PDAs, and emerging home entertainment multimedia client
devices. Marvell also announced a new family of innovative 802.11a/g
wireless devices designed to allow end users fast, simple and
easy-to-use wireless networks. The new patent pending features include
"AutoLink" technology, for one-click user configuration, "BoostMode" for
doubling 54Mbps range and performance, and "FLEXMode" for simplified,
concurrent a/g operation.

Marvell will be conducting a conference call today at 1:45 p.m. PST to discuss
its third quarter financial results. To listen to the conference call, investors
can dial (706) 679-0800 approximately ten minutes prior to the initiation of the
teleconference and refer to conference code 1955991. Replay of the conference
call will be available until November 25, 2004 at midnight PST by dialing (706)
645-9291. The conference call will also be available via the web at
www.marvell.com. Please visit the Investor Events section. Replay on the
Internet will be available until November 18, 2005.





ABOUT MARVELL

Marvell (NASDAQ: MRVL) is the leading global semiconductor provider of complete
broadband communications and storage solutions. The Company'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, including Marvell Semiconductor, Inc. (MSI), Marvell
Asia Pte Ltd. (MAPL), Marvell Japan K.K., Marvell Taiwan Ltd., Marvell
International Ltd. (MIL), Marvell U.K. Limited, Marvell Semiconductor Israel
Ltd. (MSIL), RADLAN Computer Communications Ltd., and SysKonnect GmbH. MSI is
headquartered in Sunnyvale, Calif., and designs, develops and markets products
on behalf of MIL and MAPL. MSI may be contacted at (408) 222-2500 or at
www.marvell.com.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995:

This release contains forward-looking statements based on projections and
assumptions about our products and our markets. Words such as "anticipates,"
"expects," "intends," "plans," "believes," "seeks," "estimates," "may," "will,"
"should," and their variations identify forward-looking statements. These
statements include those relating to our current technology enabling next
generation disk drive applications, those relating to the continued strong
adoption of our wireless LAN technology in consumer applications, and those
relating to our technology strengthening our competitive advantage in existing
markets, and our ability to expand our business in challenging economic and end
market conditions. Statements that refer to, or are based on projections,
uncertain events or assumptions also identify forward-looking statements. These
statements are not guarantees of results and are subject to risks and
uncertainties. Some risks and uncertainties that may adversely impact the
statements in this release include, but are not limited to, the timing, cost and
successful completion of development and volume production, end-customer
qualification and adoption, and the timing, pricing, rescheduling, or
cancellation of orders. For other factors that could cause Marvell's results to
vary from expectations, please see the sections titled "Additional Factors That
May Affect Future Results" in Marvell's annual report on Form 10-K for the
fiscal year ended January 31, 2004 and Marvell's subsequent reports on Form
10-Q. We undertake no obligation to revise or update publicly any
forward-looking statements.

Marvell(R) and the Marvell logo are trademarks of Marvell. All other trademarks
are the property of their respective owners.



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




THREE MONTHS ENDED NINE MONTHS ENDED
----------------------------- -----------------------------
OCTOBER 30, NOVEMBER 1, OCTOBER 30, NOVEMBER 1,
2004 2003 2004 2003
------------ ------------ ------------ ------------

Net revenue $ 317,583 $ 215,331 $ 884,314 $ 576,468
Cost of goods sold 150,260 100,837 419,001 265,894
------------ ------------ ------------ ------------
Gross profit 167,323 114,494 465,313 310,574
Operating expenses:
Research and development 66,378 55,147 193,686 154,038
Selling and marketing 19,381 15,738 57,966 45,984
General and administrative 9,330 5,420 23,829 13,351
Amortization of stock-based compensation 837 1,528 3,497 3,206
Amortization/write-off of acquired intangible
assets and other 19,758 21,641 82,775 60,649
Facilities consolidation 2,414 -- 2,414 --
------------ ------------ ------------ ------------
Total operating expenses 118,098 99,474 364,167 277,228
------------ ------------ ------------ ------------
Operating income 49,225 15,020 101,146 33,346
Interest and other income, net 1,770 1,726 5,058 4,606
------------ ------------ ------------ ------------
Income before income taxes 50,995 16,746 106,204 37,952
Provision for income taxes 7,400 4,790 19,488 12,217
------------ ------------ ------------ ------------
Net income $ 43,595 $ 11,956 $ 86,716 $ 25,735
============ ============ ============ ============

Basic net income per share $ 0.16 $ 0.05 $ 0.32 $ 0.10
============ ============ ============ ============
Diluted net income per share $ 0.14 $ 0.04 $ 0.29 $ 0.09
============ ============ ============ ============

Weighted average shares -- basic 271,684 254,912 268,034 248,306
------------ ------------ ------------ ------------
Weighted average shares -- diluted 300,968 284,835 296,307 272,529
------------ ------------ ------------ ------------




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




THREE MONTHS ENDED NINE MONTHS ENDED
------------------------------- -------------------------------
OCTOBER 30, NOVEMBER 1, OCTOBER 30, NOVEMBER 1,
2004 2003 2004 2003
------------- ------------- ------------- -------------

Net revenue $ 317,583 $ 215,331 $ 884,314 $ 576,468
Cost of goods sold 150,260 100,837 419,001 265,894
------------- ------------- ------------- -------------
Gross profit 167,323 114,494 465,313 310,574
Operating expenses:
Research and development 66,378 55,147 193,686 154,038
Selling and marketing 19,381 15,738 57,966 45,984
General and administrative 9,330 5,420 23,829 13,351
------------- ------------- ------------- -------------
Total operating expenses 95,089 76,305 275,481 213,373
------------- ------------- ------------- -------------
Operating income 72,234 38,189 189,832 97,201
Interest and other income, net 1,770 1,726 5,058 4,606
------------- ------------- ------------- -------------
Income before income taxes 74,004 39,915 194,890 101,807
Provision for income taxes 7,400 4,790 19,488 12,217
------------- ------------- ------------- -------------
Pro forma net income $ 66,604 $ 35,125 $ 175,402 $ 89,590
============= ============= ============= =============

Basic pro forma net income per share $ 0.25 $ 0.14 $ 0.65 $ 0.36
============= ============= ============= =============
Diluted pro forma net income per share $ 0.22 $ 0.12 $ 0.59 $ 0.33
============= ============= ============= =============

Weighted average shares -- basic 271,684 254,912 268,034 248,306
------------- ------------- ------------- -------------
Weighted average shares -- diluted 300,968 284,835 296,307 272,529
------------- ------------- ------------- -------------

RECONCILIATION OF GAAP NET INCOME
TO PRO FORMA NET INCOME:

GAAP net income $ 43,595 $ 11,956 $ 86,716 $ 25,735
Amortization of stock-based compensation 837 1,528 3,497 3,206
Amortization/write-off of acquired intangible
assets and other 19,758 21,641 82,775 60,649
Facilities consolidation charge 2,414 -- 2,414 --
------------- ------------- ------------- -------------
Pro forma net income $ 66,604 $ 35,125 $ 175,402 $ 89,590
============= ============= ============= =============



The above pro forma statements of operations are for informational purposes only
and are provided for understanding our operating results. The pro forma
statements of operations have not been prepared in accordance with GAAP, should
not be considered a substitute for our historical financial information prepared
in accordance with GAAP and may be different from pro forma measures used by
other companies. The pro forma income has been derived by adjusting the net
income under generally accepted accounting principles for the impact of non cash
stock-based compensation charges, non-cash charges associated with purchase
accounting, facilities consolidation and other write-off related expenses.





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




OCTOBER 30, JANUARY 31,
2004 2004
------------ ------------

ASSETS
Current assets:
Cash and cash equivalents $ 391,830 $ 224,399
Short-term investments 185,461 161,872
Accounts receivable, net 190,894 136,513
Inventory, net 107,978 91,785
Prepaid expenses and other current assets 18,474 18,713
------------ ------------
Total current assets 894,637 633,282
Property and equipment, net 149,439 149,705
Goodwill and acquired intangible assets 1,578,080 1,615,084
Other noncurrent assets 51,400 37,394
------------ ------------
Total assets $ 2,673,556 $ 2,435,465
============ ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 126,657 $ 121,190
Accrued liabilities 55,998 36,823
Income taxes payable 5,301 2,155
Deferred income 11,936 12,996
Current portion of capital lease obligations 12,171 10,747
------------ ------------
Total current liabilities 212,063 183,911
Capital lease obligations 14,362 19,944
Other long-term liabilities 55,213 40,769
------------ ------------
Total liabilities 281,638 244,624
------------ ------------

Shareholders' equity:
Common stock 548 526
Additional paid-in capital 2,983,804 2,872,282
Deferred stock-based compensation (3,873) (7,945)
Accumulated other comprehensive income (loss) (498) 757
Accumulated deficit (588,063) (674,779)
------------ ------------
Total shareholders' equity 2,391,918 2,190,841
------------ ------------
Total liabilities and shareholders' equity $ 2,673,556 $ 2,435,465
============ ============