SANTA CLARA, Calif., Aug. 21, 2014 /PRNewswire/ -- Marvell Technology Group Ltd. (NASDAQ: MRVL), a global leader in integrated silicon solutions, today reported financial results for the second quarter of fiscal year 2015, ended August 2, 2014.

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Key Second Quarter of Fiscal 2015 Financial Highlights


    --  Revenue: Q2 FY 2015, $962 Million
    --  GAAP Net Income: Q2 FY 2015, $139 Million
    --  GAAP Diluted EPS: Q2 FY 2015, $0.27
    --  Non-GAAP Net Income: Q2 FY 2015, $181 Million
    --  Non-GAAP Diluted EPS: Q2 FY 2015, $0.34
    --  Free Cash Flow: Q2 FY 2015, $137 Million

Third Quarter of Fiscal 2015 Financial Outlook

Marvell's financial outlook does not include the potential impact of future share repurchases, pending litigation matters, business combinations, asset acquisitions or other investments that may be completed after August 20, 2014.


    --  Revenue is expected to be in the range of $960 Million to $1 Billion.
    --  GAAP Gross Margin is expected to be in the range of 49.7% +/- 100 bps.
        Non-GAAP Gross Margin is expected to be in the range of 50.0% +/- 100
        bps.
    --  GAAP Operating Expenses are expected to be in the range of $370 Million
        +/- $10 Million. Non-GAAP Operating Expenses to be in the range of $330
        Million +/- $10 Million.
    --  GAAP Diluted EPS expected to be in the range of $0.21 +/- $0.02.
        Non-GAAP Diluted EPS expected to be in the range of $0.29 +/- $0.02.

Second Quarter of Fiscal 2015 Summary

Revenue for the second quarter of fiscal 2015 was $962 million, approximately flat from $958 million in the first quarter of fiscal 2015, ended May 3, 2014, and a 19 percent increase from revenue of $807 million in the second quarter of fiscal 2014, ended August 3, 2013.

GAAP net income for the second quarter of fiscal 2015 was $139 million, or $0.27 per share (diluted), compared with GAAP net income of $99 million, or $0.19 per share (diluted), for the first quarter of fiscal 2015, and $62 million, or $0.12 per share (diluted), for the second quarter of fiscal 2014.

Non-GAAP net income was $181 million, or $0.34 per share (diluted), for the second quarter of fiscal 2015, compared with non-GAAP net income of $144 million, or $0.27 per share (diluted), for the first quarter of fiscal 2015 and $118 million, or $0.23 per share (diluted), for the second quarter of fiscal 2014.

Marvell reports net income, basic and diluted net income 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 to non-GAAP net income for the three months ended August 2, 2014, May 3, 2014 and August 3, 2013 appear in the financial statements below. Non-GAAP net income, where applicable, excludes the effect of share-based compensation, amortization and write-off of acquired intangible assets, acquisition-related costs, restructuring and other exit related costs, and certain one-time expenses and benefits.

GAAP gross margin for the second quarter of fiscal 2015 was 50.3 percent, compared to 48.4 percent for the first quarter of fiscal 2015 and 52.2 percent for the second quarter of fiscal 2014.

Non-GAAP gross margin for the second quarter of fiscal 2015 was 50.6 percent, compared to 48.8 percent for the first quarter of fiscal 2015 and 53.0 percent for the second quarter of fiscal 2014.

Shares used to compute GAAP net income per diluted share for the second quarter of fiscal 2015 were 520 million shares, compared with 521 million shares in the first quarter of fiscal 2015 and 501 million shares in the second quarter of fiscal 2014.

Shares used to compute non-GAAP net income per diluted share for the second quarter of fiscal 2015 were 533 million shares, compared with 530 million shares for the first quarter of fiscal 2015 and 516 million shares for the second quarter of fiscal 2014.

Cash flow from operations for the second quarter of fiscal 2015 was $157 million, compared to the $235 million reported in the first quarter of fiscal 2015 and the $86 million reported in the second quarter of fiscal 2014. Free cash flow for the second quarter of fiscal 2015 was $137 million, compared to the $211 million reported in the first quarter of fiscal 2015 and the $65 million reported in the second quarter of fiscal 2014. Free cash flow as presented above is defined as cash flow from operations, less capital expenditures and purchases of technology licenses reported under investing and financing activities in the consolidated statement of cash flows.

Marvell paid a quarterly dividend of $0.06 per share on July 2, 2014 to all shareholders of record as of June 12, 2014. Marvell intends to pay its next quarterly dividend of $0.06 per share on October 2, 2014 to all shareholders of record as of September 11, 2014.

The payment of future quarterly cash dividends on Marvell's common shares is subject to, among other things, the best interests of its shareholders, its results of operations, cash balances and future cash requirements, financial condition, developments in ongoing litigation, statutory requirements of Bermuda law, and other factors that the board of directors may deem relevant.

Conference Call

Marvell will be conducting a conference call on Thursday, August 21, 2014 at 1:45 p.m. Pacific Time to discuss results for the second quarter of fiscal year 2015. Interested parties may join the conference call by dialing 1- 866-318-8619 or 1-617-399-5138, pass-code 56522168. The call will be webcast by Thomson Reuters and can be accessed at the Marvell Investor Relations website at http://investor.marvell.com/ with a replay available following the call until September 21, 2014.

Discussion of Non-GAAP Financial Measures

Non-GAAP financial measures exclude the effect of share-based compensation expense, amortization and write-off of acquired intangible assets, acquisition-related costs, restructuring and other exit-related costs, litigation settlement, and certain one-time expenses and benefits that are driven primarily by discrete events that management does not consider to be directly related to Marvell's core operating performance. Non-GAAP net income per share is calculated by dividing non-GAAP net income by non-GAAP weighted average shares outstanding (diluted). For purposes of calculating non-GAAP net income per share, the GAAP weighted average shares outstanding (diluted) is adjusted to exclude the potential benefits of share-based compensation 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/anti-dilutive effects of common stock options and restricted stock units.

Marvell believes that the presentation of non-GAAP financial measures provides important supplemental information to management and investors regarding financial and business trends relating to Marvell'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 www.sec.gov as well as on the Marvell website in the Investor Relations section at www.marvell.com.

Forward-Looking Statements under the Private Securities Litigation Reform Act of 1995

This press release contains forward-looking statements within the meaning of the federal securities laws that involve risks and uncertainties, including: Marvell's expectations and statements regarding its financial outlook for the third quarter of fiscal 2015; its dividend program including the declaration of, timing of, funding of, payment of and quarterly amount of dividends; and its use of non-GAAP financial measures as important supplemental information. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "can," "will" and similar expressions identify such forward-looking statements. These statements are not guarantees of results and should not be considered as an indication of future activity or future performance. Actual events or results may differ materially from those described in this press release due to a number of risks and uncertainties, including, among others: Marvell's reliance on a few customers for a significant portion of its revenue; costs and liabilities relating to current and future litigation; Marvell's ability to develop and introduce new and enhanced products in a timely and cost effective manner and the adoption of those products in the market; seasonality in sales of consumer devices in which Marvell's products are incorporated; Marvell's ability to compete in products and prices in an intensely competitive industry; uncertainty in the worldwide economic conditions; Marvell's ability to recruit and retain skilled personnel; and other risks detailed in Marvell's SEC filings from time to time. When Marvell files its Quarterly Report on Form 10-Q for the second quarter of fiscal 2015, 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. For other factors that could cause Marvell's results to vary from expectations, please see the risk factors identified in the Marvell's latest Quarterly Report on Form 10-Q for the quarter ended May 3, 2014 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.

About Marvell

Marvell (NASDAQ: MRVL) is a global leader in providing complete silicon solutions and Kinoma® software enabling the "Smart Life and Smart Lifestyle." From mobile communications to storage, Internet of Things (IoT), cloud infrastructure, digital entertainment and in-home content delivery, Marvell's diverse product portfolio aligns complete platform designs with industry-leading performance, security, reliability and efficiency. At the core of the world's most powerful consumer, network and enterprise systems, Marvell empowers partners and their customers to always stand at the forefront of innovation, performance and mass appeal. By providing people around the world with mobility and ease of access to services adding value to their social, private and work lives, Marvell is committed to enhancing the human experience.

As used in this release, the term "Marvell" refers to Marvell Technology Group Ltd. and its subsidiaries. For more information, please visit www.Marvell.com.

Marvell® and the Marvell logo are registered trademarks of Marvell and/or its affiliates.



    For further information, contact:

    John Spencer Ahn                  Sue Kim

    Investor Relations                Media Relations

    408-222-7544                      408-222-1942

    johnahn@marvell.com               suekim@marvell.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,                                         August 3,             August 2,               August 3,

                                                                    2014                 2014                                             2013                    2014                    2013
                                                                    ----                 ----                                             ----                    ----                    ----


    Net revenue                                               $961,545             $957,830                                         $807,056              $1,919,375              $1,541,425

    Cost of goods sold                                         477,741              493,860                                          386,059                 971,601                 721,497
                                                               -------              -------                                          -------                 -------                 -------

    Gross profit                                               483,804              463,970                                          420,997                 947,774                 819,928

    Operating expenses:

                            Research and
                            development                          294,764              295,363                                          292,642                 590,127                 571,694

                            Selling and
                            marketing                             33,949               38,358                                           38,548                  72,307                  78,537

                            General and
                            administrative                        31,333               30,573                                           27,192                  61,906                  53,515

                           Amortization
                            and write-
                            off of
                            acquired
                            intangible
                            assets                                 3,304                6,689                                           10,638                   9,993                  21,324

                           Total operating expenses              363,350              370,983                                          369,020                 734,333                 725,070
                                                                 -------              -------                                          -------                 -------                 -------

    Operating income                                           120,454               92,987                                           51,977                 213,441                  94,858

    Interest and other income, net                              12,263                1,925                                            8,253                  14,188                  11,413
                                                                ------                -----                                            -----                  ------                  ------

    Income before income taxes                                 132,717               94,912                                           60,230                 227,629                 106,271

    Benefit for income taxes                                   (6,153)             (4,567)                                         (1,596)               (10,720)                (8,764)
                                                                ------               ------                                           ------                 -------                  ------

    Net income                                                $138,870              $99,479                                          $61,826                $238,349                $115,035
                                                              ========              =======                                          =======                ========                ========


    Basic net income per share                                   $0.27                $0.20                                            $0.13                   $0.47                   $0.23
                                                                 =====                =====                                            =====                   =====                   =====

    Diluted net income per share                                 $0.27                $0.19                                            $0.12                   $0.46                   $0.23
                                                                 =====                =====                                            =====                   =====                   =====


    Shares used in computing basic
     earnings per share                                        511,821              505,105                                          494,293                 508,463                 498,237

    Shares used in computing
     diluted earnings per share                                520,269              520,751                                          500,625                 520,510                 503,006


                                                      Marvell Technology Group Ltd.

                                                  Condensed Consolidated Balance Sheets

                                                               (Unaudited)

                                                              (In thousands)




                                                                        August 2,            February 1,

    Assets                                                                            2014                   2014
                                                                                      ----                   ----

    Current assets:

                      Cash, cash
                      equivalents and
                      short-term
                      investments                                                 $2,300,004             $1,969,405

                      Accounts
                      receivable, net                                                498,484                453,496

                     Inventories                                                     393,957                347,861

                      Prepaid expenses
                      and other
                      current assets                                                  96,561                 68,458
                     -------------

                     Total current assets                                          3,289,006              2,839,220

    Property and equipment, net                                                    344,836                356,165

    Long-term investments                                                           13,422                 16,279

    Goodwill and acquired intangible
     assets, net                                                                 2,068,017              2,078,980

    Other non-current assets                                                       150,413                160,366
                                                                                   -------                -------

                     Total assets                                                 $5,865,694             $5,451,010
                                                                                  ==========             ==========


    Liabilities and Shareholders' Equity

    Current liabilities:

                     Accounts payable                                               $415,718               $316,389

                      Accrued
                      liabilities                                                    293,378                273,170

                     Deferred income                                                  82,887                 61,747
                     -------------

                     Total current liabilities                                       791,983                651,306

    Other non-current liabilities                                                  112,177                123,794
                                                                                   -------                -------

                     Total liabilities                                               904,160                775,100
                                                                                     -------                -------


    Shareholders' equity:

                     Common stock                                                      1,028                  1,005

                      Additional paid-
                      in capital                                                   3,049,864              2,941,650

                      Accumulated other
                      comprehensive
                      income                                                             627                    597

                     Retained earnings                                             1,910,015              1,732,658
                     -------------

                     Total shareholders' equity                                    4,961,534              4,675,910

                      Total liabilities and shareholders'
                      equity                                                      $5,865,694             $5,451,010
                                                                                  ==========             ==========




                                                                                                   Marvell Technology Group Ltd.

                                                                                          Condensed Consolidated Statements of Cash Flows

                                                                                                            (Unaudited)

                                                                                                           (in thousands)


                                                                            Three Months Ended                                                         Six Months Ended
                                                                            ------------------                                                       ----------------

                                                                                 August 2,                                      August 3,                                   August 2,                            August 3,

                                                                                                  2014                                          2013                                           2014                                2013
                                                                                                  ----                                          ----                                           ----                                ----

    Cash flows from operating activities:

    Net income                                                                             $138,870                                       $61,826                                       $238,349                            $115,035

    Adjustments to reconcile net income to net cash provided by operating
     activities:

                            Depreciation and
                            amortization                             26,263                                  25,697                                                  53,269                               50,663

                            Share-based
                            compensation                             35,020                                  41,091                                                  64,989                               74,604

                            Amortization and
                            write-off of
                            acquired
                            intangible assets                         3,789                                  10,638                                                  10,963                               21,324

                            Other expense
                            (income), net                           (7,596)                                  1,816                                                 (6,126)                               4,339

                            Excess tax
                            benefits from
                            share-based
                            compensation                               (32)                                   (25)                                                   (76)                                (32)

                            Changes in assets
                            and liabilities:

                            Accounts
                            receivable                               33,419                                (60,524)                                               (30,159)                           (100,636)

                           Inventories                             (43,194)                               (64,170)                                               (46,299)                            (84,293)

                            Prepaid
                            expenses and
                            other assets                           (24,996)                                 12,503                                                (27,157)                              19,305

                            Accounts
                            payable                                   2,558                                  54,933                                                  87,686                               83,869

                           Accrued
                            liabilities
                            and other
                            non-current
                            liabilities                              10,096                                (13,013)                                                  2,962                             (33,094)

                            Accrued
                            employee
                            compensation                            (7,451)                                  (471)                                                 22,550                                3,952

                            Deferred
                            income                                  (9,792)                                 16,195                                                  21,140                               15,315
                                                                     ------                                  ------                                                  ------                               ------

                                                 Net cash provided by
                                                 operating activities                          156,954                                        86,496                                        392,091                             170,351

    Cash flows from investing activities:

                            Purchases of
                            available-for-
                            sale securities                       (153,881)                              (164,631)                                               (335,770)                            (471,469)

                            Sales and
                            maturities of
                            available-for-
                            sale securities                         190,099                                 162,909                                                 372,410                              498,680

                            Investments in
                            privately-held
                            companies                                     -                                  (750)                                                  (441)                               (750)

                            Cash paid for
                            acquisitions, net                             -                                      -                                                      -                             (2,551)

                            Purchases of
                            technology
                            licenses                                (1,298)                                (1,750)                                                (9,409)                             (7,610)

                            Purchases of
                            property and
                            equipment                              (15,823)                               (18,981)                                               (31,954)                            (39,061)
                                                                 --------

                                                 Net cash provided by (used
                                                 in) investing activities                       19,097                                      (23,203)                                       (5,164)                           (22,761)

    Cash flows from financing activities:

                            Repurchase of
                            common stock (a)                              -                               (88,114)                                                      -                           (304,808)

                            Proceeds from
                            employee stock
                            plans                                    49,282                                  53,316                                                  68,374                               73,121

                            Minimum tax
                            withholding paid
                            on behalf of
                            employees

                            for net share
                             settlement                               (637)                                  (510)                                               (24,923)                             (9,888)

                            Dividend payments
                            to shareholders                        (30,820)                               (29,791)                                               (60,992)                            (60,044)

                            Payments on
                            technology
                            license
                            obligations                             (2,677)                                  (984)                                                (2,677)                             (6,301)

                            Excess tax
                            benefits from
                            share-based
                            compensation                                 32                                      25                                                      76                                   32
                                                                      ---

                                                 Net cash provided by (used
                                                 in) financing activities                       15,180                                      (66,058)                                      (20,142)                          (307,888)
                                                                                                ------                                       -------                                        -------                            --------

    Net increase (decrease) in cash and cash
     equivalents                                                                            191,231                                       (2,765)                                       366,785                           (160,298)

    Cash and cash equivalents at beginning
     of period                                                                            1,141,304                                       594,420                                        965,750                             751,953
                                                                                          ---------                                       -------                                        -------                             -------

    Cash and cash equivalents at end of
     period                                                                              $1,332,535                                      $591,655                                     $1,332,535                            $591,655
                                                                                         ==========                                      ========                                     ==========                            ========


    (a)                Marvell records all repurchases
                       as well as investment
                       purchases and sales, based on
                       trade date in accordance with
                       U.S. GAAP. There were no
                       repurchases of common stock in
                       the three and six months ended
                       August 2, 2014.




                                                                           Marvell Technology Group Ltd.

                                                                       Reconciliations from GAAP to Non-GAAP

                                                                                    (Unaudited)

                                                                     (In thousands, except per share amounts)


                                                                                               Three Months Ended                          Six Months Ended
                                                                                             ------------------                     ----------------

                                                    August 2,                                    May 3,                    August 3,                     August 2,                 August 3,

                                                                                     2014                           2014                         2013                       2014                        2013
                                                                                     ----                           ----                         ----                       ----                        ----


    GAAP net income                                                $138,870                        $99,479                      $61,826                       $238,349                   $115,035

    Share-based compensation                                                       35,020                         29,969                       41,091                     64,989                      74,604

    Amortization and write-off of
     acquired intangible assets                                                     4,229                          7,614                       10,638                     11,843                      21,324

    Acquisition-related costs (a)                                         -                             -                     (1,081)                             -                     (616)

    Restructuring and other exit-
     related costs (b)                                                                735                          5,088                          178                      5,823                         406

    Litigation settlement (c)                                                         475                          2,000                        5,228                      2,475                       5,228

    Other (d)                                                         2,155                              -                           -                         2,155

    Non-GAAP net income                                                          $181,484                       $144,150                     $117,880                   $325,634                    $215,981
                                                                                 ========                       ========                     ========                   ========                    ========


    GAAP weighted average shares -
     diluted                                                                      520,269                        520,751                      500,625                    520,510                     503,006

                                      Non-GAAP adjustment                            13,201                          9,625                       15,021                     11,413                      16,058
                                                                                   ------

    Non-GAAP weighted average shares
     diluted (e)                                                                  533,470                        530,376                      515,646                    531,923                     519,064
                                                                                  =======                        =======                      =======                    =======                     =======


    GAAP diluted net income per share                                 $0.27                          $0.19                        $0.12                          $0.46                      $0.23
                                                                      =====                          =====                        =====                          =====                      =====

    Non-GAAP diluted net income per
     share                                                            $0.34                          $0.27                        $0.23                          $0.61                      $0.42
                                                                      =====                          =====                        =====                          =====                      =====


    GAAP gross profit:                                                           $483,804                       $463,970                     $420,997                   $947,774                    $819,928

                                      Share-based compensation                        1,733                          2,299                        1,868                      4,032                       3,735

                                       Amortization of acquired intangible
                                       assets                                           925                            925                            -                     1,850                           -

                                      Litigation settlement (c)                           -                             -                       4,728                          -                      4,728

    Non-GAAP gross profit                                                        $486,462                       $467,194                     $427,593                   $953,656                    $828,391
                                                                                 ========                       ========                     ========                   ========                    ========


    GAAP gross margin                                                               50.3%                         48.4%                       52.2%                     49.4%                      53.2%

                                      Share-based compensation                         0.2%                          0.3%                        0.2%                      0.2%                       0.2%

                                       Amortization of acquired intangible
                                       assets                                          0.1%                          0.1%                           -                      0.1%                          -

                                      Litigation settlement (c)                           -                             -                        0.6%                         -                       0.3%

    Non-GAAP gross margin                                                           50.6%                         48.8%                       53.0%                     49.7%                      53.7%
                                                                                     ====                           ====                         ====                       ====                        ====


    GAAP research and development:                                               $294,764                       $295,363                     $292,642                   $590,127                    $571,694

                                      Share-based compensation                     (24,276)                      (20,368)                    (28,982)                  (44,644)                   (52,261)

                                      Acquisition-related costs (a)                       -                             -                       1,135                          -                        735

                                       Restructuring and other exit-related
                                       costs (b)                                      (412)                       (4,682)                           -                   (5,094)                          -

    Non-GAAP research and development                                            $270,076                       $270,313                     $264,795                   $540,389                    $520,168
                                                                                 ========                       ========                     ========                   ========                    ========


    GAAP selling and marketing:                                     $33,949                        $38,358                      $38,548                        $72,307                    $78,537

                                      Share-based compensation                      (2,617)                       (2,928)                     (3,648)                   (5,545)                    (7,040)

                                      Acquisition-related costs (a)                       -                             -                        (34)                         -                       (79)

                                       Restructuring and other exit-related
                                       costs (b)                                         48                           (48)                           -                         -                          -

    Non-GAAP selling and marketing                                  $31,380                        $35,382                      $34,866                        $66,762                    $71,418
                                                                    =======                        =======                      =======                        =======                    =======


    GAAP general and administrative:                                $31,333                        $30,573                      $27,192                        $61,906                    $53,515

                                      Share-based compensation                      (6,394)                       (4,374)                     (6,593)                  (10,768)                   (11,568)

                                      Acquisition-related costs (a)                       -                             -                        (20)                         -                       (40)

                                       Restructuring and other exit-related
                                       costs (b)                                      (371)                         (358)                       (178)                     (729)                      (406)

                                      Litigation settlement (c)                       (475)                       (2,000)                       (500)                   (2,475)                      (500)

                                      Other (d)                                     (2,155)                                                                             (2,155)

    Non-GAAP general and
     administrative                                                 $21,938                        $23,841                      $19,901                        $45,779                    $41,001
                                                                    =======                        =======                      =======                        =======                    =======


               (a)     Acquisition-
                       related costs
                       include the
                       amortization
                       of retention
                       bonuses
                       required by
                       the terms of
                       an
                       acquisition.


    (b)                Restructuring
                       and other
                       exit-related
                       costs include
                       costs that
                       qualify under
                       U.S. GAAP as
                       restructuring
                       costs, as
                       well as
                       operating
                       expenses
                       related to
                       assets
                       classified as
                       held-for-
                       sale that did
                       not qualify
                       as
                       discontinued
                       operations.


    (c)                The amounts
                       recorded do
                       not relate to
                       Marvell's
                       litigation
                       with Carnegie
                       Mellon
                       University.


    (d)                Costs
                       associated
                       with the
                       surety bond
                       to appeal the
                       Carnegie
                       Mellon
                       University
                       judgment.


    (e)                For purposes
                       of
                       calculating
                       non-GAAP
                       diluted net
                       income per
                       share, the
                       GAAP diluted
                       weighted
                       average
                       shares
                       outstanding
                       is adjusted
                       to exclude
                       the potential
                       benefits of
                       share-based
                       compensation
                       costs
                       expected to
                       be incurred
                       in future
                       periods but
                       not yet
                       recognized in
                       the financial
                       statements.


                                                     Marvell Technology Group Ltd.

                                             Reconciliations from GAAP to Non-GAAP Outlook

                                                              (Unaudited)

                                                (In millions, except per share amounts)




                                                                                           Q3 FY2015

    Note : Amounts represent the midpoint of the expected range                             Outlook
                                                                                            -------



    GAAP gross margin                                                                            49.7%

                   Share-based compensation, amortization of intangible assets and other            0.3%

    Non-GAAP gross margin                                                                        50.0%
                                                                                                  ====


                                                                                           Q3 FY2015

                                                                                            Outlook
                                                                                            -------


    GAAP operating expenses                                                                       $370

                   Share-based compensation, restructuring,

                   amortization of intangible assets and other                                      (40)

    Non-GAAP operating expenses                                                                   $330
                                                                                                  ====


                                                                                           Q3 FY2015

                                                                                            Outlook
                                                                                            -------


    GAAP diluted earnings per share                                                              $0.21

                   Share-based compensation, restructuring,

                   amortization of intangible assets and other                                      0.08

    Non-GAAP diluted earnings per share                                                          $0.29
                                                                                                 =====

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SOURCE Marvell Technology Group Ltd.