SANTA CLARA, Calif., July 27, 2016 /PRNewswire/ -- Marvell (NASDAQ:MRVL), a world leader in storage, cloud infrastructure, Internet of Things (IoT), connectivity and multimedia semiconductor solutions, today reported financial results for the first quarter of fiscal year 2017, ended April 30, 2016.

Key First Quarter of Fiscal 2017 Highlights


    --  Revenue: Q1 FY 2017, $541 Million
    --  GAAP Net (Loss): Q1 FY 2017, ($23) Million
    --  GAAP Diluted (Loss) Per Share: Q1 FY 2017, ($0.04)
    --  Non-GAAP Net Income: Q1 FY 2017, $7 Million
    --  Non-GAAP Diluted EPS: Q1 FY 2017, $0.01
    --  Cash Flow from Operations: Q1 FY 2017, ($610) Million
    --  Cash and ST Investments: $1.6 Billion

Second Quarter of Fiscal 2017 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 July 26, 2016.


    --  Revenue is expected to be in the range of $625 Million to $635 Million.
    --  GAAP and Non-GAAP Gross Margins are expected to be in the range of 52
        percent to 54 percent.
    --  GAAP Operating Expenses are expected to be in the range of $307 Million
        to $317 Million.  Non-GAAP Operating Expenses are expected to be in the
        range of $270 Million to $280 Million.
    --  GAAP Diluted EPS are expected to be in the range of $0.03 to $0.05. 
        Non-GAAP Diluted EPS are expected to be in the range of $0.10 to $0.12.

First Quarter of Fiscal 2017 Summary

Revenues for the first quarter of fiscal 2017 were $541 million, down approximately 12 percent from $616 million in the fourth quarter of fiscal 2016, ended January 30, 2016, and down approximately 25 percent from $724 million in the first quarter of fiscal 2016, ended May 2, 2015.

In the first quarter of fiscal 2017, storage revenue declined 16 percent sequentially, reflecting lower HDD industry demand partially offset by growth in SSD. Networking revenue in the first quarter of fiscal 2017 grew 5 percent sequentially due to improved enterprise networking demand. Mobile and wireless revenue decreased 29 percent sequentially, mainly driven by the previously anticipated declines in revenue resulting from Marvell's exit of the mobile handset business. Mobile handset revenues in the first quarter of 2017, fourth quarter, and first quarter of fiscal 2016 were $22 million, $69 million and $65 million, respectively. The Company anticipates mobile handset platform-related revenue to decline through fiscal year 2017 due to the restructuring actions announced on September 24, 2015.

GAAP net loss for the first quarter of fiscal 2017 was ($23) million, or ($0.04) per share (diluted) compared with a GAAP net income of $4 million, or $0.01 per share (diluted), for the fourth quarter of fiscal 2016, and GAAP net income of $14 million, or $0.03 per share (diluted), for the first quarter of fiscal 2016.

Non-GAAP net income for the first quarter of fiscal 2017 was $7 million, or $0.01 per share (diluted), which included adjustments of approximately $29 million including: $4 million for restructuring, of which $1 million was related to the mobile handset platform business, and $25 million for share-based compensation. By comparison, non-GAAP net income for the fourth quarter of fiscal 2016 was $55 million, or $0.11 per share (diluted), which included adjustments of $50 million including: $4 million for restructuring related to the mobile handset platform business, $32 million for share-based compensation, $4 million for litigation reserves and settlements, and $10 million for other items. Non-GAAP net income for the first quarter of fiscal 2016 was $71 million, or $0.13 per share (diluted), which included adjustments of $57 million including: $33 million for share-based compensation and $24 million for other items. Refer to the GAAP to Non-GAAP reconciliation table and related footnotes contained in this press release for more details.

Marvell reports net income, basic and diluted net income per share, in accordance with 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 April 30, 2016, January 30, 2016, and May 2, 2015, 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 related charges, estimated litigation reserves and settlements, and certain expenses and benefits that are driven by discrete events that management does not consider to be directly related to Marvell's core operating performance.

GAAP gross margin percentage for the first quarter of fiscal 2017 was 52.1 percent, compared to 50.9 percent for the fourth quarter of fiscal 2016 and 51.5 percent for the first quarter of fiscal 2016.

Non-GAAP gross margin percentage for the first quarter of fiscal 2017 was 52.5 percent, compared to 51.9 percent for the fourth quarter of fiscal 2016 and 51.6 percent for the first quarter of fiscal 2016. The sequential improvement in fourth quarter GAAP and Non-GAAP gross margin percentages was mainly due to a larger mix of higher margin networking sales and a smaller mix of lower margin mobile handset platform-related revenues compared to the prior quarter. Refer to the GAAP to Non-GAAP reconciliation table and related footnotes at the end of this press release for more details.

Operating expenses on a GAAP basis for the first quarter of fiscal 2017 were $311 million, unchanged from the fourth quarter of fiscal year 2016, and 14 percent lower compared to $360 million in the first quarter of fiscal 2016.

Non-GAAP operating expenses were $280 million in the first quarter compared to $267 million in the fourth quarter, a 5 percent increase, and $307 million in the first quarter of fiscal 2016, a 9 percent decline. Refer to the GAAP to Non-GAAP reconciliation table and related footnotes contained in this press release for more details.

GAAP and Non-GAAP operating expenses for the first quarter of fiscal 2017 and fourth quarter of fiscal year 2016 include $17 million and $11 million, respectively of legal and accounting fees related to the Audit Committee investigation, and the related shareholder litigation and investigations by the SEC and United States Attorney's Office and other professional fees.

Shares used to compute GAAP net income per diluted share for the first quarter of fiscal 2017 were 509 million shares, compared with 509 million shares in the fourth quarter of fiscal 2016 and 527 million shares in the first quarter of fiscal 2016.

Shares used to compute non-GAAP net income per diluted share for the first quarter of fiscal 2017 were 522 million shares, compared with 519 million shares for the fourth quarter of fiscal 2016 and 535 million shares for the first quarter of fiscal 2016.

Net cash provided from operations for the first quarter of fiscal 2017 was ($610) million, compared to $53 million in the fourth quarter of fiscal 2016 and $59 million reported in the first quarter of fiscal 2016. Net cash provided from operations for the first quarter of fiscal 2017 reflects the $750 million payment related to the previously announced Carnegie Mellon University litigation settlement. Free cash flow for the first quarter of fiscal 2017 was ($625) million, compared to the $47 million in the fourth quarter of fiscal 2016 and the $44 million reported in the first quarter of fiscal 2016. 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 made no share repurchases in the first quarter of fiscal 2017. Marvell paid a quarterly dividend of $0.06 per share on April 22, 2016 to all shareholders of record as of March 29, 2016.

The payment of future quarterly cash dividends on Marvell's common shares is subject to, among other things, the best interests of the company and 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.

Update Regarding NASDAQ Compliance Plan

On May 3, 2016, Marvell announced that it had received written notification from Nasdaq that, following Marvell's hearing before The Nasdaq Hearings Panel on April 14, 2016, it granted the Company an extension of time to September 6, 2016 to regain compliance with continued listing requirements. Until that time, shares of Marvell stock will remain listed on The Nasdaq Stock Market.

The filings of the Company's Annual Report on Form 10-K for fiscal year 2016, ended January 30, 2016, and its Quarterly Reports on Form 10-Q for the second and third quarters of fiscal 2016, were completed on July 21, 2016. The preparation and filing of the Company's Quarterly Report on Form 10-Q for the first quarter of fiscal 2017 ended April 30, 2016 has not yet been completed. The Company is working diligently to complete the preparation and filing of the Form 10-Q for the first quarter of 2017 as soon as practicable, at which time Marvell believes it will regain full compliance with Nasdaq continued listing requirements.

Conference Call

Marvell will conduct a conference call on Wednesday, July 27, 2016 at 1:45 p.m. Pacific Time to discuss results for the first quarter of fiscal year 2017. Interested parties may join the conference call by dialing 1-844-647-5488 or 1-615-247-0258, pass-code 54569096. 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 August 27, 2016.

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 related charges, litigation settlement, and certain 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 diluted 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 diluted 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, financial measures calculated in accordance with GAAP. 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.

Externally, management believes that investors may find Marvell's non-GAAP financial measures useful in their assessment of Marvell's operating performance and the valuation of Marvell. Internally, Marvell's non-GAAP financial measures are used in the following areas:


    --  Management's evaluation of Marvell's operating performance;
    --  Management's establishment of internal operating budgets;
    --  Management's performance comparisons with internal forecasts and
        targeted business models; and
    --  Management's determination of the achievement and measurement of certain
        performance-based equity awards (adjustments may vary from award to
        award).

Non-GAAP financial measures have limitations in that they do not reflect all of the costs associated with the operations of Marvell's business as determined in accordance with GAAP. As a result, you should not consider these measures in isolation or as a substitute for analysis of Marvell's results as reported under GAAP. Marvell expects to continue to incur expenses similar to the non-GAAP adjustments described above, and exclusion of these items from Marvell's non-GAAP net income should not be construed as an inference that these costs are unusual, infrequent or non-recurring.

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 regarding its second quarter of fiscal 2017 financial outlook; Marvell's belief regarding the timing of its compliance with Nasdaq listing standards; and Marvell's use of non-GAAP financial measures as important supplemental information. Words such as "anticipates," "expects," "intends," "plans," "projects," "believes," "seeks," "estimates," "can," "may," "will," "would" 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, but not limited to: actions that may be taken by Marvell as a result of the Audit Committee's investigation; adverse impacts of litigation or regulatory activities; Marvell's ability to hire a permanent Chief Financial Officer and Chief Accounting Officer and Controller in a timely manner; Marvell's ability to regain compliance with its SEC reporting obligations within the time of the exemption granted by NASDAQ; Marvell's ability to compete in products and prices in an intensely competitive industry; Marvell's reliance on the hard disk drive and mobile and wireless markets, which are highly cyclical and intensely competitive; costs and liabilities relating to current and future litigation; Marvell's reliance on a few customers for a significant portion of its revenue; 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; uncertainty in the worldwide economic conditions; risks associated with manufacturing and selling a majority of Marvell's products and Marvell's customers' products outside of the United States; and other risks detailed in Marvell's SEC filings from time to time. For other factors that could cause Marvell's results to vary from expectations, please see the risk factors identified in Marvell's latest Annual Report on Form 10-K for the fiscal year ended January 30, 2016 as filed with the SEC on July 21, 2016, 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. From storage to cloud infrastructure, Internet of Things (IoT), connectivity and multimedia, 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, personal 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.


                                                                     Marvell Technology Group Ltd.

                                                            Condensed Consolidated Statements of Operations

                                                                              (Unaudited)

                                                                (In thousands, except per share amounts)


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

                                                                           April 30,                          January 30,                    May 2,

                                                                                            2016                                2016                       2015
                                                                                            ----                                ----                       ----

                                                                         (Preliminary)


    Net revenue                                                                      $540,822                            $616,158                   $724,288

    Cost of goods sold                                                               259,210                             302,610                    351,153
                                                                                     -------                             -------                    -------

    Gross profit                                                                      281,612                             313,548                    373,135

    Operating expenses:

                           Research and
                           development       241,271                                      239,703                             280,114

                           Selling and
                           marketing                 31,379                                            31,301                         36,174

                           General and
                           administrative     35,623                                       37,812                              41,027

                           Amortization and
                           write-off of
                           acquired
                           intangible assets 2,461                                        2,462                               2,568

                           Total
                           operating
                           expenses          310,734                                      311,278                             359,883
                                             -------                                      -------                             -------

    Operating income (loss)                                                         (29,122)                              2,270                     13,252

    Interest and other income, net                                                    1,488                               1,084                      5,167
                                                                                      -----                               -----                      -----

    Income (loss) before income taxes                                              (27,634)                              3,354                     18,419

    Provision (benefit) for income taxes                                            (4,955)                              (846)                     4,329
                                                                                     ------                                ----                      -----

    Net income (loss)                                                              $(22,679)                             $4,200                    $14,090
                                                                                    ========                              ======                    =======


    Basic net income (loss) per share                                               $(0.04)                              $0.01                      $0.03
                                                                                     ======                               =====                      =====

    Diluted net income (loss) per share                                             $(0.04)                              $0.01                      $0.03
                                                                                     ======                               =====                      =====


    Shares used in computing basic earnings
     (loss) per share                                                               508,794                             506,352                    516,228

    Shares used in computing diluted
     earnings (loss) per share                                                      508,794                             508,590                    527,167


                                                             Marvell Technology Group Ltd.

                                                         Condensed Consolidated Balance Sheets

                                                                      (Unaudited)

                                                                     (In thousands)




                                                                                                 April 30,                           January 30,

    Assets                                                                                                     2016                                 2016
                                                                                                               ----                                 ----

                                                                                               (Preliminary)

    Current assets:

                               Cash, cash equivalents
                               and short-term
                               investments                                    $1,615,240                             $2,282,749

                               Accounts
                               receivable, net                           280,658                                323,300

                              Inventories                                                                      196,739                              210,017

                               Prepaid expenses and
                               other current assets         57,139                   102,560


                               Total
                               current
                               assets                                  2,149,776                              2,918,626

    Property and equipment, net                                                                           283,584                              299,540

    Long-term investments                                                                                    8,974                               11,296

    Goodwill and acquired intangible assets, net                                                       2,045,009                            2,047,955

    Other non-current assets                                                                              169,778                              164,710
                                                                                                          -------                              -------

                               Total
                               assets                                              $4,657,121                             $5,442,127
                                                                                   ==========                             ==========


    Liabilities and Shareholders' Equity

    Current liabilities:

                               Accounts
                               payable                                               $193,697                               $180,372

                               Accrued
                               liabilities                                            236,514                                253,691

                               Carnige Mellon University
                               accrued litigation
                               settlement                                           -                               736,000

                               Deferred
                               income                                                  54,488                                 55,722


                               Total
                               current
                               liabilities                               484,699                              1,225,785

    Other non-current liabilities                                                                          72,604                               76,219
                                                                                                           ------                               ------

                               Total
                               liabilities                                            557,303                              1,302,004
                                                                                      -------                              ---------


    Shareholders' equity:

                              Common stock                                              1,022                                  1,015

                               Additional paid-
                               in capital                              3,038,732                              3,028,921

                               Accumulated other
                               comprehensive income          2,222                     (795)

                               Retained
                               earnings                                             1,057,842                              1,110,982


                               Total
                               shareholders'
                               equity                      4,099,818                 4,140,123

                               Total liabilities
                               and shareholders'
                               equity                                          $4,657,121                             $5,442,127
                                                                               ==========                             ==========




                                                                                        Marvell Technology Group Ltd.

                                                                               Condensed Consolidated Statements of Cash Flows

                                                                                                 (Unaudited)

                                                                                               (in thousands)


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

                                                                                                                                                         April 30,                                     May 2,

                                                                                                                                                    2016                     2015
                                                                                                                                                    ----                     ----

                                                                                                                                                       (Preliminary)

    Cash flows from operating activities:

    Net income (loss)                                                                                                                $(22,679)               $14,090

    Adjustments to reconcile net income (loss) to net cash provided

      by operating activities:

                                                                     Depreciation and
                                                                     amortization                                                                             21,788                       26,620

                                                                     Share-based
                                                                     compensation                                                                             24,453                       33,221

                                                                     Amortization and write-off
                                                                     of acquired intangible
                                                                     assets                                                              2,946                  3,053

                                                                     Non-cash restructuring and
                                                                     other related charges                                                 896                    573

                                                                     Other non-cash
                                                                     expense, net                                                                              1,361                        (561)

                                                                     Excess tax benefits from
                                                                     share-based compensation                                                                  -                        (18)

                                                                     Changes in assets and
                                                                     liabilities:

                                                                         Accounts receivable                                                                  42,642                       27,141

                                                                         Inventories                                                                          13,598                     (31,318)

                                                                         Prepaid expenses and
                                                                          other assets(a)                                                         38,056                    1,969

                                                                         Accounts payable                                                                     19,922                       17,125

                                                                         Accrued liabilities and other
                                                                          non-current liabilities (a)                      (758,502)             (11,576)

                                                                         Accrued employee
                                                                          compensation                                                             7,152                 (14,424)

                                                                         Deferred income                                                                     (1,234)                     (7,027)


                                                                              Net cash provided by (used in)
                                                                               operating activities                        (609,601)               58,868

    Cash flows from investing activities:

                                                                     Purchases of available-
                                                                     for-sale securities                                                        (93,365)               (392,900)

                                                                     Sales and maturities of
                                                                     available-for-sale
                                                                     securities                                                        316,310                247,495

                                                                     Purchase of time
                                                                      deposits                                                                              (50,000)                                     -

                                                                     Purchases of technology
                                                                     licenses                                                                    (4,050)                 (3,606)

                                                                     Purchases of property
                                                                     and equipment                                                               (6,542)                 (7,334)

                                                                     Purchase of equipment
                                                                     previously leased                                                                                     -                    (10,240)


                                                                              Net cash provided by (used
                                                                               in) investing activities                                162,353              (166,585)

    Cash flows from financing activities:

                                                                     Repurchase of common
                                                                     stock (b)                                                                                             -                    (20,273)

                                                                     Proceeds from employee
                                                                     stock plans                                                                     315                   13,013

                                                                     Minimum tax withholding paid
                                                                     on behalf of employees

                                                                     for net share
                                                                      settlement                                                                            (15,270)                    (22,310)

                                                                    Dividend payments to shareholders                                                                                   (30,461)                   (30,910)

                                                                     Payments on technology license
                                                                     obligations                                                                                                         (5,294)                    (4,067)

                                                                     Excess tax benefits from
                                                                     share-based compensation                                                                  -                          18


                                                                              Net cash used in financing
                                                                               activities                                             (50,710)              (64,529)


    Net increase (decrease) in cash and cash equivalents                                                                                                                        (497,958)                  (172,246)

    Cash and cash equivalents at beginning of period                                                                                                                            1,278,180                   1,210,977
                                                                                                                                                                                ---------                   ---------

    Cash and cash equivalents at end of period                                                                              $780,222           $1,038,731
                                                                                                                            ========           ==========



    (a)                 In the three
                        months ended
                        April 30,
                        2016, the
                        Company paid
                        a total of
                        $750.0
                        million to
                        CMU in
                        connection
                        with the
                        settlement
                        agreement
                        that was
                        reached in
                        February
                        2016. Of
                        this
                        settlement,
                        the  Company
                        recognized a
                        charge of
                        $736.0
                        million in
                        fiscal 2016.
                        The
                        remaining
                        $14.0
                        million was
                        recorded in
                        prepaid
                        expenses and
                        other
                        assets, to
                        be
                        recognized
                        in cost of
                        good sold
                        over the
                        remaining
                        term of the
                        license from
                        February
                        2016 through
                        April 2018.
                        For further
                        detail of
                        the
                        accounting
                        for the
                        settlement,
                        see "Note 15
                        - Subsequent
                        Events" in
                        the Notes to
                        the
                        Consolidated
                         Financial
                         Statements
                        included in
                        the
                        Company's
                        Annual
                        Report on
                        Form 10-K
                        for fiscal
                        2016.


    (b)                 Marvell
                        records all
                        repurchases
                        as well as
                        investment
                        purchases
                        and sales,
                        based on
                        trade date
                        in
                        accordance
                        with U.S.
                        GAAP. Cash
                        paid for
                        repurchase
                        of Marvell
                        common
                        shares
                        includes a
                        total of 1.4
                        million
                        shares
                        repurchased
                        for $22.1
                        million in
                        the first
                        quarter of
                        fiscal 2016,
                        adjusted for
                        repurchases
                        of $1.8
                        million made
                        within the
                        final three
                        days of the
                        quarter that
                        are accrued
                        but not yet
                        paid due to
                        the standard
                        settlement
                        period that
                        normally
                        takes up to
                        three days.




                                                                                                  Marvell Technology Group Ltd.

                                                                                              Reconciliations from GAAP to Non-GAAP

                                                                                                           (Unaudited)

                                                                                            (In thousands, except per share amounts)


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

                                                                                                      April 30,                       January 30,                           May 2,

                                                                                                                                                      2016                     2016                    2015
                                                                                                                                                      ----                     ----                    ----

                                                                                                    (Preliminary)


    GAAP net income (loss)                                                     $(22,679)                   $4,200                                      $14,090

    Share-based compensation                                                                                                                      24,453                   32,419                  33,221

    Restructuring and other related charges
     (a)                                                                                                                                             4,441                    4,396                     592

    Amortization and write-off of acquired intangible assets                                                                                       2,946                    2,947                   3,493

    Litigation matters (b)                                                                                                                            100                    3,791                 (1,700)

    Other (c)                                                                                                                                     (2,743)                   6,754                  21,382

    Non-GAAP net income                                                           $6,518                   $54,507                                      $71,078
                                                                                  ======                   =======                                      =======


    GAAP weighted average shares - diluted                                                                                                       508,794                  508,590                 527,167

                                                     Non-GAAP adjustment                                   13,569                                        9,978                    7,993


    Non-GAAP weighted average shares diluted (d)                                                                                                 522,363                  518,568                 535,160
                                                                                                                                                 =======                  =======                 =======


    GAAP diluted net income per share                                            $(0.04)                    $0.01                                        $0.03
                                                                                  ======                     =====                                        =====

    Non-GAAP diluted net income per share                                          $0.01                     $0.11                                        $0.13
                                                                                   =====                     =====                                        =====


    GAAP gross profit:                                                                   $281,612                       $313,548                                 $373,135

                                                      Share-based
                                                      compensation                                          1,802                                        1,862                    1,547

                                                      Restructuring and other related
                                                      charges (a)                                                                                           -                       7                       -

                                                      Amortization of
                                                      acquired intangible
                                                      assets                                                  485                                          485                      925

                                                     Litigation matters (b)                                                 -                                   3,711                   (1,700)

    Non-GAAP gross profit                                                       $283,899                  $319,613                                     $373,907
                                                                                ========                  ========                                     ========


    GAAP gross margin                                                                                                                               52.1%                   50.9%                  51.5%

                                                      Share-based
                                                      compensation                                           0.3%                                        0.3%                    0.2%

                                                      Restructuring and other related
                                                      charges (a)                                                                                        0.0%                    0.0%                   0.0%

                                                      Amortization of
                                                      acquired intangible
                                                      assets                                                 0.1%                                        0.1%                    0.1%

                                                     Litigation matters (b)                                  0.0%                                        0.6%                   -0.2%

    Non-GAAP gross margin                                                                                                                          52.5%                   51.9%                  51.6%
                                                                                                                                                    ====                     ====                    ====


    GAAP research and development:                                              $241,271                  $239,703                                     $280,114

                                                      Share-based
                                                      compensation                                       (24,396)                                    (23,630)                (24,781)

                                                      Restructuring and other related
                                                      charges (a)                                                                                       (813)                 (3,703)                      -

                                                     Other (c)                                                               49                                  (3,485)                        -

    Non-GAAP research and development                                           $216,111                  $208,885                                     $255,333
                                                                                ========                  ========                                     ========


    GAAP selling and marketing:                                                  $31,379                   $31,301                                      $36,174

                                                      Share-based
                                                      compensation                                        (2,942)                                     (3,214)                 (2,577)

                                                      Restructuring and other related
                                                      charges (a)                                                                                           1                    (118)                      -

                                                     Other (c)                                                            (304)                                   (393)                        -

    Non-GAAP selling and marketing                                               $28,134                   $27,576                                      $33,597
                                                                                 =======                   =======                                      =======


    GAAP general and administrative:                                             $35,623                   $37,812                                      $41,027

                                                      Share-based
                                                      compensation                                          4,687                                      (3,713)                 (4,316)

                                                      Restructuring and other related
                                                      charges (a)                                                                                     (3,629)                   (568)                  (592)

                                                     Litigation matters (b)                                 (100)                                        (80)                                -

                                                     Other (c)                                                            (886)                                 (2,876)                 (18,302)

    Non-GAAP general and administrative                                          $35,695                   $30,575                                      $17,817
                                                                                 =======                   =======                                      =======


    GAAP provision (benefit) for income taxes                                   $(4,955)                   $(846)                                      $4,329

                                                     Other (c)                                                            3,884                                                    -                (3,080)


    Non-GAAP provision (benefit) for income taxes                               $(1,071)                   $(846)                                      $1,249
                                                                                 =======                     =====                                       ======



    (a)                 Restructuring
                        and other
                        related
                        charges
                        include costs
                        that qualify
                        under U.S.
                        GAAP as
                        restructuring
                        costs and
                        other
                        incremental
                        charges that
                        are a direct
                        result of
                        restructuring.
                        For the three
                        months ended
                        April 30,
                        2016, such
                        charges
                        include $3.5
                        million for a
                        remaining
                        lease
                        obligation
                        and $0.9
                        million for
                        the
                        impairment of
                        certain
                        mobile-
                        related
                        equipment.
                        For the three
                        months ended
                        January 30,
                        2016,  such
                        other related
                        charges
                        include $0.4
                        million for
                        the
                        impairment of
                        certain
                        leasehold
                        improvements
                        due to the
                        restructuring
                        of the mobile
                        platform
                        business, in
                        addition to
                        $4.0 million
                        of
                        restructuring
                        charges,
                        primarily for
                        severance and
                        facility-
                        related
                        costs. For
                        the three
                        months ended
                        May 2, 2015,
                        such charges
                        includes $0.6
                        million for
                        the
                        impairment of
                        equipment
                        held for
                        sale.


    (b)                 The amounts
                        recorded
                        represent
                        charges
                        recognized
                        for pending
                        litigation
                        proceedings.


    (c)                 Other costs
                        include a
                        $3.9 million
                        tax effect
                        from
                        restructuring
                        charges
                        within the
                        income tax
                        provision
                        for the
                        three months
                        ended April
                        30, 2016.
                        Other costs
                        for each of
                        the three
                        months ended
                        April 30,
                        2016 and
                        January 30,
                        2016 include
                        expenses
                        related to
                        retention
                        bonuses
                        offered to
                        mobile
                        employees
                        expected to
                        remain
                        through the
                        ramp down of
                        certain
                        operations.
                        Other costs
                        for the
                        three months
                        ended May 2,
                        2015 include
                        a payment of
                        $15.4
                        million to
                        Dr. Sehat
                        Surtardja,
                        the
                        Company's
                        former Chief
                        Executive
                        Officer, and
                        its related
                        tax effect
                        on the
                        income tax
                        provision.


    (d)                 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.


    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

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SOURCE Marvell Technology Group Ltd.