SANTA CLARA, Calif., March 2, 2017 /PRNewswire/ --


    --  Q4 Revenue: $571 Million
    --  Q4 GAAP gross margin of 57.3%; Non-GAAP gross margin of 57.6%
    --  Q4 GAAP diluted loss per share from continuing operations of ($0.15);
        Non-GAAP diluted earnings per share from continuing operations of $0.22
    --  Cash and short-term investments: $1.67 Billion

Marvell Technology Group Ltd. (NASDAQ: MRVL), a leader in storage, networking, and wireless connectivity semiconductor solutions, today reported financial results for the fourth fiscal quarter and the full fiscal year, ended January 28, 2017. Revenues for the fourth quarter of fiscal 2017 were $571 million, which exceeded the midpoint of the Company's guidance provided on November 17, 2016.

GAAP net loss from continuing operations for the fourth quarter of fiscal 2017 was $77 million, or ($0.15) per share. Non-GAAP net income from continuing operations for the fourth quarter of fiscal 2017 was $114 million, or $0.22 per diluted share. Cash flow from operations for the quarter was $119 million.

Revenue for fiscal year 2017 was $2.3 billion. GAAP net income from continuing operations for the full year was $44 million or $0.09 per diluted share. Non-GAAP net income from continuing operations for the full year was $331 million, or $0.63 per diluted share.

"Marvell delivered another strong performance in Q4'17, which demonstrates our team's ongoing commitment to the Company's transformation and the growing power of our business model," said Matt Murphy, President and Chief Executive Officer. "Our performance also demonstrates the strength of our portfolio in the data storage, network infrastructure and wireless connectivity markets, which are core to our business."

First Quarter of Fiscal 2018 Financial Outlook


    --  Revenue is expected to be $570 million plus or minus 2%, better than
        normal seasonality.
    --  GAAP and Non-GAAP Gross Margins are expected to be approximately 59%.
    --  GAAP Operating Expenses are expected to be $250 million to $265 million.
    --  Non-GAAP Operating Expenses are expected to be $220 million to $225
        million.
    --  GAAP Diluted EPS from continuing operations are expected to be in the
        range of $0.12 to $0.18.
    --  Non-GAAP Diluted EPS from continuing operations are expected to be in
        the range of $0.19 to $0.23.

Discontinued Operations
The Company's financial results for prior periods presented herein have been recast to reflect certain businesses that were classified as discontinued operations during the fourth quarter of fiscal year 2017.

Conference Call
Marvell will conduct a conference call on Thursday, March 2, 2017 at 1:45 p.m. Pacific Time to discuss results for the fourth quarter and full fiscal year 2017. Interested parties may join the conference call by dialing 1-844-647-5488 or 1-615-247-0258, pass-code 67685468. 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 March 10, 2017.

Investor Day
Marvell will hold its 2017 Investor Day at the St. Regis Hotel in New York City on March 10, 2017 from 9:30 a.m. - 12:30 p.m. Eastern Time. The live webcast and presentation materials will be available at www.marvell.com/investors. During the presentation, Marvell's leadership team will provide an update on the company's strategy, business and products, and answer questions from attendees.

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 from continuing operations is calculated by dividing Non-GAAP net income from continuing operations 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 additional proceeds assumed to be used to repurchase shares under the GAAP treasury stock method.

Marvell believes that the presentation of Non-GAAP financial measures provide 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 first quarter of fiscal 2018 financial outlook; 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: adverse impacts of litigation or regulatory activities; Marvell's ability to implement its restructuring in a timely manner; the amount and timing of anticipated charges associated with the restructuring; Marvell's ability to increase its operational efficiency and decrease its operating expenses to the anticipated level; its ability to divest certain non-strategic businesses within the anticipated timeframes and with the anticipated cost savings; actions that may be taken by Marvell as a result of the Audit Committee's investigation; Marvell's ability to compete in products and prices in an intensely competitive industry; Marvell's reliance on the hard disk drive 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; severe financial hardship or bankruptcy of one or more of Marvell's major customers; 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; risks associated with acquisition and consolidation activity in the semiconductor industry; 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 Quarterly Report on Form 10-Q for the fiscal quarter ended October 29, 2016 as filed with the SEC on December 6, 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 first revolutionized the digital storage industry by moving information at speeds never thought possible. Today, that same breakthrough innovation remains at the heart of the Company's storage, network infrastructure, and wireless connectivity solutions. With leading intellectual property and deep system-level knowledge, Marvell's semiconductor solutions continue to transform the enterprise, cloud, automotive, industrial, and consumer markets. To learn more, 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                                                       Year Ended
                                                                     ------------------                                                      ----------

                                                                    January 28,                                    October 29,                               January 30,                         January 28,                            January 30,

                                                                                       2017                                              2016                                     2016                                   2017                                    2016
                                                                                       ----                                              ----                                     ----                                   ----                                    ----


    Net revenue                                                                 $571,400                                          $626,092                                 $602,513                             $2,317,674                              $2,649,216

    Cost of goods sold                                                          243,883                                           268,313                                  292,288                              1,029,527                               1,442,517
                                                                                -------                                           -------                                  -------                              ---------                               ---------

    Gross profit                                                                 327,517                                           357,779                                  310,225                              1,288,147                               1,206,699

    Operating expenses:

                           Research and
                           development             228,669                           209,905                                           225,577                                  880,050                              1,041,922

                           Selling and
                           marketing                        29,154                           29,237                                                  29,849                             118,311                                 126,113

                           General and
                           administrative           80,347                            28,754                                            37,566                                  181,416                                804,071

                           Amortization and
                           write-off of
                           acquired
                           intangible assets 1,480            2,299                            2,300                                                   8,376                              10,098

                           Total
                           operating
                           expenses                339,650                           270,195                                           295,292                                1,188,153                              1,982,204
                                                   -------                           -------                                           -------                                ---------                              ---------

    Operating income (loss)                                                    (12,133)                                           87,584                                   14,933                                 99,994                               (775,505)

    Interest and other income, net                                               3,780                                             5,470                                    1,084                                 17,022                                  17,685
                                                                                 -----                                             -----                                    -----                                 ------                                  ------

    Income (loss) from continuing operations
     before income taxes                                                       (8,353)                                           93,054                                   16,017                                117,016                               (757,820)

    Provision (benefit) for income taxes                                        68,524                                            15,600                                  (1,156)                                73,022                                  11,335
                                                                                ------                                            ------                                   ------                                 ------                                  ------

    Income (loss) from continuing operations                                  (76,877)                                           77,454                                   17,173                                 43,994                               (769,155)

    Loss from discontinued operations, net
     of tax                                                                    (3,214)                                          (4,838)                                (12,973)                              (22,843)                               (42,245)

    Net income (loss)                                                         $(80,091)                                          $72,616                                   $4,200                                $21,151                              $(811,400)
                                                                               ========                                           =======                                   ======                                =======                               =========


    Net income (loss) per share - Basic:

                           Continuing
                           operations                      $(0.15)                           $0.15                                                   $0.03                               $0.09                                 $(1.51)

                           Discontinued
                           operations               (0.01)                           (0.01)                                           (0.02)                                  (0.05)                                (0.08)

    Net income (loss) per share basic                                          $(0.16)                                            $0.14                                    $0.01                                  $0.04                                 $(1.59)
                                                                                ======                                             =====                                    =====                                  =====                                  ======


    Net income (loss) per share - Diluted:

           Continuing operations                                                $(0.15)                                            $0.15                                    $0.03                                  $0.09                                 $(1.51)

           Discontinued operations                                              (0.01)                                           (0.01)                                  (0.02)                                (0.05)                                 (0.08)

    Net income (loss) per share diluted                                        $(0.16)                                            $0.14                                    $0.01                                  $0.04                                 $(1.59)
                                                                                ======                                             =====                                    =====                                  =====                                  ======


    Shares used in computing basic earnings
     (loss) per share                                                          507,834                                           511,090                                  506,352                                509,738                                 510,945

    Shares used in computing diluted
     earnings (loss) per share                                                 507,834                                           522,091                                  508,590                                517,513                                 510,945


                                                              Marvell Technology Group Ltd.

                                                          Condensed Consolidated Balance Sheets

                                                                       (Unaudited)

                                                                      (In thousands)


                                                                                                     January 28,                        January 30,

    Assets                                                                                                        2017                                2016
                                                                                                                  ----                                ----

    Current assets:

                               Cash, cash equivalents
                               and short-term
                               investments                                          $1,668,360                          $2,282,749

                               Accounts
                               receivable, net                                 335,384                             323,300

                              Inventories                                                                         171,969                             200,958

                               Prepaid expenses and
                               other current assets               58,771                   102,560

                               Current assets
                               held for sale                                    45,846                              45,095


                               Total
                               current
                               assets                                        2,280,330                           2,954,662

    Property and equipment, net                                                                              243,397                             296,778

    Long-term investments                                                                                       4,615                              11,296

    Goodwill and acquired intangible assets, net                                                          2,006,984                           2,015,360

    Other non-current assets                                                                                 113,324                             164,031
                                                                                                             -------                             -------

                               Total
                               assets                                                    $4,648,650                          $5,442,127
                                                                                         ==========                          ==========


    Liabilities and Shareholders' Equity

    Current liabilities:

                               Accounts
                               payable                                                     $143,484                            $180,372

                               Accrued
                               liabilities                                                  283,138                             253,691

                               Carnegie Mellon University
                               accrued litigation
                               settlement                                      -                            736,000

                               Deferred
                               income                                                        68,124                              53,973

                               Current liabilities
                               held for sale                         1,670                     1,749

                               Total
                               current
                               liabilities                                     496,416                           1,225,785

    Other non-current liabilities                                                                            124,583                              76,219
                                                                                                             -------                              ------

                               Total
                               liabilities                                                  620,999                           1,302,004
                                                                                            -------                           ---------


    Shareholders' equity:

                              Common stock                                                    1,012                               1,015

                               Additional paid-
                               in capital                                    3,016,775                           3,028,921

                               Accumulated other
                               comprehensive income
                               (loss)                                 23                     (795)

                               Retained
                               earnings                                                   1,009,841                           1,110,982


                               Total
                               shareholders'
                               equity                            4,027,651                 4,140,123

                               Total liabilities
                               and shareholders'
                               equity                                    $4,648,650                          $5,442,127
                                                                         ==========                          ==========


                                                                                                                                                                      Marvell Technology Group Ltd.

                                                                                                                                                             Condensed Consolidated Statements of Cash Flows

                                                                                                                                                                               (Unaudited)

                                                                                                                                                                             (in thousands)


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

                                                                                                                                                                                                                 January 28,                         January 30,                                       January 28,                            January 30,

                                                                                                                                                                                                                                    2017                                 2016                                               2017                                     2016
                                                                                                                                                                                                                                    ----                                 ----                                               ----                                     ----

    Cash flows from operating activities:

    Net income (loss)                                                                                                                                                                                                      $(80,091)                              $4,200                                            $21,151                               $(811,400)

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

      by operating activities:

                          Depreciation and amortization                                                                                                                                    26,683                                            22,800                                           107,851                                 100,176

                          Share-based compensation                                                                                                                                         24,058                                            32,419                                           113,970                                 133,779

                           Amortization and write-off of acquired
                           intangible assets                                                                                                                        1,965                    2,947                                                                      10,641                  12,688

                           Impairment of long-lived assets and restructuring
                           related charges                                                                                                             50,500                      289                                                        52,581                                16,032

                          Other non-cash expense (income), net                                                                                                                (1,013)                                              7,885                                               7                                  13,811

                           Excess tax benefits from share-based
                           compensation                                                                                                                              (27)                       1                                                                        (37)                   (26)

                          Changes in assets and liabilities:

                          Accounts receivable                                                                                                                                              26,811                                            57,628                                          (12,084)                                 97,655

                          Inventories                                                                                                                                                      18,381                                            69,544                                            29,325                                  90,586

                          Prepaid expenses and other assets(a)                                                                                                                 12,300                                            (35,245)                                          9,722                                (17,113)

                          Accounts payable                                                                                                                                               (38,694)                                         (62,163)                                         (28,153)                              (105,898)

                           Accrued liabilities and other non-current
                           liabilities (a)                                                                                                             64,238                 (25,933)                                                    (695,497)                               720,798

                          Accrued employee compensation                                                                                                                         7,597                                            (18,702)                                         18,016                                (33,338)

                          Deferred income                                                                                                                                                   6,138                                           (2,364)                                           14,072                                (12,398)
                                                                                                                                                                                            -----                                            ------                                            ------                                 -------

                                                                                Net cash provided by (used in) operating
                                                                                activities                                                                        118,846                   53,306                                                                   (358,435)                205,352

    Cash flows from investing activities:

                          Purchases of available-for-sale securities                                                                                                        (146,046)                                           (133,215)                                      (489,856)                             (1,056,045)

                           Sales and maturities of available-for-sale
                           securities                                                                                                                             199,217                  477,301                                                                     856,254               1,303,500

                          Purchase of time deposits                                                                                                                                      (75,000)                                                -                                        (275,000)                                       -

                          Maturities of time deposits                                                                                                                                      75,000                                                 -                                          125,000                                       -

                           Distribution from (investments in) privately-held
                           companies                                                                                                                    (258)                   (119)                                                           16                                  (41)

                          Purchases of technology licenses                                                                                                                    (1,870)                                            (1,579)                                       (10,309)                                (8,236)

                          Purchases of property and equipment                                                                                                                 (6,786)                                            (3,894)                                       (44,510)                               (37,255)

                          Purchase of equipment previously leased                                                                                                                             -                                                -                                                -                               (10,240)

                           Net proceeds from sale of equipment held for
                           sale                                                                                                                                                             -                                                -                                                -                                 10,007


                                                                               Net cash provided by investing activities                                                                                                          44,257                              338,494                                            161,595                                  201,690

    Cash flows from financing activities:

                          Repurchase of common stock (b)                                                                                                                    (125,033)                                                   -                                      (181,564)                               (260,875)

                          Proceeds from employee stock plans                                                                                                                   62,383                                              21,369                                          74,219                                  80,717

                           Minimum tax withholding paid on behalf of
                           employees

                           for net share settlement                                                                                                                                         (402)                                            (482)                                         (16,683)                               (24,358)

                          Dividend payments to shareholders                                                                                                                              (30,457)                                         (30,447)                                        (122,292)                               (122,821)

                           Payments on technology license
                           obligations                                                                                                                                                    (7,117)                                          (1,112)                                         (20,965)                               (12,528)

                           Excess tax benefits from share-based
                           compensation                                                                                                                                27                      (1)                                                                         37                      26


                                                                               Net cash used in financing activities                                                        (100,599)                                            (10,673)                                      (267,248)                               (339,839)
                                                                                                                                                                             --------                                             -------                                        --------                                --------

    Net increase (decrease) in cash and cash equivalents                                                                                                                                                                    62,504                              381,127                                          (464,088)                                  67,203

    Cash and cash equivalents at beginning of period                                                                                                                                                                       751,588                              897,053                                          1,278,180                                1,210,977
                                                                                                                                                                                                                           -------                              -------                                          ---------                                ---------

    Cash and cash equivalents at end of period                                                                                                                                                                             $814,092                           $1,278,180                                           $814,092                               $1,278,180
                                                                                                                                                                                                                           ========                           ==========                                           ========                               ==========



    (a)                    The Company agreed to pay 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 goods 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
                           13 - Carnegie Mellon University Settlement" in the Notes to the Unaudited Condensed  Consolidated Financial Statements
                           included in the Company's Quarterly Report on Form 10-Q for the quarter ended October 29, 2016.


    (b)                    Marvell records all repurchases of common stock consistent with the way it records investment purchases and sales, based on
                           trade date in accordance with U.S. GAAP.


                                                                                                                                                                    Marvell Technology Group Ltd.

                                                                                                                                                                Reconciliations from GAAP to Non-GAAP

                                                                                                                                                                             (Unaudited)

                                                                                                                                                              (In thousands, except per share amounts)


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

                                                                                                                                          January 28,                                        October 29,                           January 30,                             January 28,                               January 30,

                                                                                                                                                              2017                                              2016                                    2016                                      2017                                       2016
                                                                                                                                                              ----                                              ----                                    ----                                      ----                                       ----


    GAAP gross profit from continuing operations:                                                                                                     $327,517                                          $357,779                                $310,225                                $1,288,147                                 $1,206,699

    Special items:

                                            Share-based compensation                                                1,641                                                  2,189                                             1,826                                   8,334                                     7,787

                                             Restructuring and other
                                             related charges (a)                                                        -                                                     -                                                7                                       -                                   10,292

                                             Amortization of and write-
                                             off acquired intangible
                                             assets                                                                   -                                                     -                                                -                                      -                                      733

                                             Other cost of good sold
                                             (b)                                                                        -                                                     -                                            3,710                                       -                                   84,558


    Total special items                                                                                                                                   1,641                                             2,189                                   5,543                                     8,334                                    103,370

    Non-GAAP gross profit                                                                                                                             $329,158                                          $359,968                                $315,768                                $1,296,481                                 $1,310,069
                                                                                                                                                      ========                                          ========                                ========                                ==========                                 ==========


    GAAP gross margin from continuing operations                                                                                                         57.3%                                            57.1%                                  51.5%                                    55.6%                                     45.5%
                                                                                                                                                          ====                                              ====                                    ====                                      ====                                       ====

    Non-GAAP gross margin                                                                                                                                57.6%                                            57.5%                                  52.4%                                    55.9%                                     49.5%
                                                                                                                                                          ====                                              ====                                    ====                                      ====                                       ====


    Total GAAP operating expenses from continuing operations                                                                                         $339,650                                          $270,195                                $295,292                                $1,188,153                                 $1,982,204

    Special items:

                                            Share-based compensation                                             (20,764)                                              (23,826)                                         (28,365)                               (96,426)                                (118,174)

                                             Restructuring and other
                                             related charges (a)                                                 (98,860)                                               (1,164)                                          (4,389)                              (105,186)                                 (53,251)

                                             Amortization of and write-
                                             off acquired intangible
                                             assets                                                 (1,480)                                                (2,299)                                          (2,300)                                (8,376)                                 (10,098)

                                            CMU Litigation settlement                                                   -                                                     -                                                -                                      -                                (654,667)

                                             Other operating expenses
                                             (c)                                                                    (315)                                                     -                                          (6,836)                                (1,544)                                 (43,914)


    Total special items                                                                                                                               (121,419)                                         (27,289)                               (41,890)                                (211,532)                                 (880,104)

    Total non-GAAP operating expenses                                                                                                                 $218,231                                          $242,906                                $253,402                                  $976,621                                 $1,102,100
                                                                                                                                                      ========                                          ========                                ========                                  ========                                 ==========



    GAAP net income (loss)                                                                                                                           $(80,091)                                          $72,616                                  $4,200                                   $21,151                                 $(811,400)

                                             Net loss from
                                             discontinued operations                                                3,214                                                  4,838                                            12,973                                  22,843                                    42,245


    GAAP net income (loss) from continuing operations                                                                                                (76,877)                                           77,454                                  17,173                                    43,994                                  (769,155)

    Special items:

                                            Share-based compensation                                               22,405                                                 26,015                                            30,191                                 104,760                                   125,961

                                             Restructuring and other
                                             related charges (a)                                                   98,860                                                  1,164                                             4,396                                 105,186                                    63,543

                                             Amortization of and write-
                                             off acquired intangible
                                             assets                                                   1,480                                                   2,299                                             2,300                                   8,376                                    10,831

                                            CMU Litigation settlement                                                   -                                                     -                                                -                                      -                                  654,667

                                             Other operating expenses
                                             (c)                                                                      315                                                      -                                           10,546                                   1,544                                   128,472


    Pre-tax total special items                                                                                                                        123,060                                            29,478                                  47,433                                   219,866                                    983,474
                                                                                                                                                       -------                                            ------                                  ------                                   -------                                    -------

    Non-GAAP income before income taxes                                                                                                                 46,183                                           106,932                                  64,606                                   263,860                                    214,319

    Tax effect of special items (d)                                                                                                                     67,989                                                 -                                      -                                   66,918                                     11,511

    Non-GAAP net income from continuing operations                                                                                                    $114,172                                          $106,932                                 $64,606                                  $330,778                                   $225,830
                                                                                                                                                      ========                                          ========                                 =======                                  ========                                   ========


    Weighted average shares - basic                                                                                                                    507,834                                           511,090                                 506,352                                   509,738                                    510,945
                                                                                                                                                       =======                                           =======                                 =======                                   =======                                    =======

    Weighted average shares - diluted                                                                                                                  507,834                                           522,091                                 508,590                                   517,513                                    510,945
                                                                                                                                                       =======                                           =======                                 =======                                   =======                                    =======

    Non-GAAP weighted average shares - diluted                                                                                                         528,141                                           531,831                                 518,568                                   527,197                                    526,294
                                                                                                                                                       =======                                           =======                                 =======                                   =======                                    =======


    GAAP diluted net income (loss) per share from continuing operations                                                                               $(0.15)                                            $0.15                                   $0.03                                     $0.09                                    $(1.51)
                                                                                                                                                       ======                                             =====                                   =====                                     =====                                     ======

    Non-GAAP diluted net income per share from continuing operations                                                                                    $0.22                                             $0.20                                   $0.12                                     $0.63                                      $0.43
                                                                                                                                                        =====                                             =====                                   =====                                     =====                                      =====


    (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. Examples of other incremental charges include impairment of
                                             equipment specifically identified as part of the restructuring action and the write down of inventories.


    (b)                                      Other COGS include charges recognized for pending and settled litigation proceedings in three and twelve months ended
                                             January 30, 2016.


    (c)                                      Other operating expenses in the three and twelve months ended January 30, 2016 include costs of $2.9 million and $11.4
                                             million, respectively, for the surety bonds related to the litigation with CMU, and expenses of $3.9 million and $5.0
                                             million, respectively, related to retention bonuses offered to employees who remained through the ramp down of certain
                                             operations due to the restructuring action announced in September 2015. Other operating expenses for the twelve months
                                             ended January 30, 2016 include charges recognized for pending and settled litigation proceedings of $12.1 million, and for
                                             a payment of $15.4 million due to our former Chief Executive Officer.


    (d)                                      Tax effect of special items in the three and twelve months ended January 28, 2017 include $68.0 million of tax expense
                                             related to restructuring actions taken, which was offset in the twelve months ended January 28, 2017 by $1.1 million
                                             related tax effect of the payment to our former Chief Executive Officer. For the twelve months ended January 30, 2016, tax
                                             effect of special items included $8.4 million of tax expense related to the restructuring actions in fiscal 2016 and $3.1
                                             million related to the payment to our former Chief Executive Officer.


                                                                                           Marvell Technology Group Ltd.

                                                                                  Condensed Consolidated Statements of Operations

                                                                                                    (Unaudited)

                                                                                     (In thousands, except per share amounts)


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

                                                                    January 28,                                          October 29,                        July 30,                          April 30,

                                                                                       2017                                                   2016                             2016                                2016
                                                                                       ----                                                   ----                             ----                                ----


    Net revenue                                                                 $571,400                                               $626,092                         $600,799                            $519,383

    Cost of goods sold                                                          243,883                                                268,313                          272,977                             244,354
                                                                                -------                                                -------                          -------                             -------

    Gross profit                                                                 327,517                                                357,779                          327,822                             275,029

    Operating expenses:

                           Research and
                           development             228,669                           209,905                                                214,122                          227,354

                           Selling and
                           marketing                        29,154                                29,237                                            29,826                             30,094

                           General and
                           administrative           80,347                            28,754                                                 36,916                           35,399

                           Amortization and
                           write-off of
                           acquired
                           intangible assets 1,480            2,299                                 2,299                                             2,298

                           Total
                           operating
                           expenses                339,650                           270,195                                                283,163                          295,145
                                                   -------                           -------                                                -------                          -------

    Operating income (loss)                                                    (12,133)                                                87,584                           44,659                            (20,116)

    Interest and other income, net                                               3,780                                                  5,470                            6,284                               1,488
                                                                                 -----                                                  -----                            -----                               -----

    Income (loss) from continuing operations
     before income taxes                                                       (8,353)                                                93,054                           50,943                            (18,628)

    Provision (benefit) for income taxes                                        68,524                                                 15,600                          (5,745)                            (5,357)
                                                                                ------                                                 ------                           ------                              ------

    Income (loss) from continuing operations                                  (76,877)                                                77,454                           56,688                            (13,271)

    Loss from discontinued operations, net
     of tax                                                                    (3,214)                                               (4,838)                         (5,383)                            (9,408)

    Net income (loss)                                                         $(80,091)                                               $72,616                          $51,305                           $(22,679)
                                                                               ========                                                =======                          =======                            ========


    Net income (loss) per share - Basic:

                           Continuing
                           operations                      $(0.15)                                $0.15                                             $0.11                            $(0.03)

                           Discontinued
                           operations               (0.01)                           (0.01)                                                (0.01)                          (0.01)

    Net income (loss) per share basic                                          $(0.16)                                                 $0.14                            $0.10                             $(0.04)
                                                                                ======                                                  =====                            =====                              ======


    Net income (loss) per share - Diluted:

           Continuing operations                                                $(0.15)                                                 $0.15                            $0.11                             $(0.03)

           Discontinued operations                                              (0.01)                                                (0.01)                          (0.01)                             (0.01)

    Net income (loss) per share diluted                                        $(0.16)                                                 $0.14                            $0.10                             $(0.04)
                                                                                ======                                                  =====                            =====                              ======


    Shares used in computing basic earnings
     (loss) per share                                                          507,834                                                511,090                          511,235                             508,794

    Shares used in computing diluted
     earnings (loss) per share                                                 507,834                                                522,091                          514,314                             508,794


                                                                                                             Marvell Technology Group Ltd.

                                                                                                         Reconciliations from GAAP to Non-GAAP

                                                                                                                      (Unaudited)

                                                                                                        (In thousands, except per share amounts)


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

                                                                                                                     January 28,                                                         October 29,                  July 30,                 April 30,

                                                                                                                                                                                  2017                         2016                     2016                        2016
                                                                                                                                                                                  ----                         ----                     ----                        ----


    GAAP gross profit from continuing operations:                                                                                                                   $327,517                 $357,779                    $327,822                   $275,029

    Special items:

                                                                        Share-based compensation                                                                                   1,641                        2,189                    2,720                       1,784

    Non-GAAP gross profit                                                                                                                                           $329,158                 $359,968                    $330,542                   $276,813
                                                                                                                                                                    ========                 ========                    ========                   ========


    GAAP gross margin from continuing operations                                                                                                                                 57.3%                       57.1%                   54.6%                      53.0%
                                                                                                                                                                                  ====                         ====                     ====                        ====

    Non-GAAP gross margin                                                                                                                                                        57.6%                       57.5%                   55.0%                      53.3%
                                                                                                                                                                                  ====                         ====                     ====                        ====


    Total GAAP operating expenses from continuing operations                                                                                                        $339,650                 $270,195                    $283,163                   $295,145

    Special items:

                                                                        Share-based compensation                                                                                (20,764)                    (23,826)                (31,440)                   (20,396)

                                                                        Restructuring and other related charges (a)                                                             (98,860)                     (1,164)                   (721)                    (4,441)

                                                                        Amortization of and write-off acquired intangible assets                                                 (1,480)                     (2,299)                 (2,299)                    (2,298)

                                                                        Other operating expenses                                                                                   (315)                           -                      13                     (1,242)
                                                                        -------------

    Total special items                                                                                                                                                      (121,419)                    (27,289)                (34,447)                   (28,377)

    Total non-GAAP operating expenses                                                                                                                               $218,231                 $242,906                    $248,716                   $266,768
                                                                                                                                                                    ========                 ========                    ========                   ========



    GAAP net income (loss)                                                                                                                                         $(80,091)                 $72,616                     $51,305                  $(22,679)

                                                                        Net loss from discontinued operations                                                                      3,214                        4,838                    5,383                       9,408
                                                                                                                                                                                 -----

    GAAP net income (loss) from continuing operations                                                                                                                         (76,877)                      77,454                   56,688                    (13,271)

    Special items:

                                                                        Share-based compensation                                                                                  22,405                       26,015                   34,160                      22,180

                                                                        Restructuring and other related charges (a)                                                               98,860                        1,164                      721                       4,441

                                                                        Amortization of and write-off acquired intangible assets                                                   1,480                        2,299                    2,299                       2,298

                                                                        Other operating expenses                                                                                     315                            -                    (13)                      1,242
                                                                        -------------

    Pre-tax total special items                                                                                                                                                123,060                       29,478                   37,167                      30,161
                                                                                                                                                                               -------                       ------                   ------                      ------

    Non-GAAP income before income taxes                                                                                                                                         46,183                      106,932                   93,855                      16,890

    Tax effect of special items (b)                                                                                                                                   67,989                        -                          -                   (1,071)

    Non-GAAP net income from continuing operations                                                                                                                  $114,172                 $106,932                     $93,855                    $15,819
                                                                                                                                                                    ========                 ========                     =======                    =======


    Weighted average shares - basic                                                                                                                                            507,834                      511,090                  511,235                     508,794
                                                                                                                                                                               =======                      =======                  =======                     =======

    Weighted average shares - diluted                                                                                                                                          507,834                      522,091                  514,314                     508,794
                                                                                                                                                                               =======                      =======                  =======                     =======

    Non-GAAP weighted average shares - diluted                                                                                                                                 528,141                      531,831                  526,453                     522,363
                                                                                                                                                                               =======                      =======                  =======                     =======


    GAAP diluted net income (loss) per share from continuing operations                                                                                              $(0.15)                   $0.15                       $0.11                    $(0.03)
                                                                                                                                                                      ======                    =====                       =====                     ======

    Non-GAAP diluted net income per share from continuing operations                                                                                                   $0.22                    $0.20                       $0.18                      $0.03
                                                                                                                                                                       =====                    =====                       =====                      =====


    (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. Examples of other
                                                                         incremental charges include impairment of equipment specifically identified as part of the
                                                                         restructuring action.


    (b)                                                                  Tax effect of special items in the three months ended January 28, 2017 include $68.0 million of tax
                                                                         expense related to restructuring actions taken. Tax effect of special items in the three months
                                                                         ended April 30, 2016 include $1.1 million related tax effect of the payment to our former Chief
                                                                         Executive Officer.

T. Peter Andrew
Vice President, Investor Relations
408-222-1145
pandrew@marvell.com

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SOURCE Marvell Technology Group Ltd.