Marvell Technology Group Ltd. Reports Fourth Quarter and Fiscal Year 2018 Financial Results

Marvell Technology Group Ltd. Reports Fourth Quarter and Fiscal Year 2018 Financial Results

- Q4 Revenue: $615 million

- Q4 Gross Margin: 60.7% GAAP gross margin; 62.3% non-GAAP gross margin

- Q4 Diluted earnings per share: $0.10 GAAP diluted earnings per share from continuing operations; $0.32 non-GAAP diluted earnings per share from continuing operations

- Cash and short-term investments: $1.8 billion

SANTA CLARA, Calif., March 8, 2018 /PRNewswire/ -- Marvell Technology Group Ltd. (NASDAQ: MRVL), a leader in storage, networking and connectivity semiconductor solutions, today reported financial results for the fourth fiscal quarter and the full fiscal year, ended February 3, 2018. Revenue for the fourth quarter of fiscal 2018 was $615 million, which exceeded the midpoint of the Company's guidance provided on November 28, 2017.

GAAP net income from continuing operations for the fourth quarter of fiscal 2018 was $49 million, or $0.10 per share. Non-GAAP net income from continuing operations for the fourth quarter of fiscal 2018 was $165 million, or $0.32 per diluted share. Cash flow from operations for the fourth quarter was $120 million.

"Our strong fourth quarter and fiscal year results continue to demonstrate that Marvell's strategy is working and that our team is executing it very well," said Marvell President and CEO Matt Murphy. "We are making tremendous progress in the transformation of Marvell, and I look forward to the year ahead."

First Quarter of Fiscal 2019 Financial Outlook

    --  Revenue is expected to be $585 million to $615 million.
    --  GAAP and non-GAAP gross margins are expected to be approximately 62% to
        63%.
    --  GAAP operating expenses are expected to be $250 million to $260 million.
    --  Non-GAAP operating expenses are expected to be approximately $215
        million.
    --  GAAP diluted EPS from continuing operations is expected to be in the
        range of $0.22 to $0.26 per share.
    --  Non-GAAP diluted EPS from continuing operations is expected to be in the
        range of $0.29 to $0.33 per share.

Conference Call

Marvell will conduct a conference call on Thursday, March 8, 2018 at 1:45 p.m. Pacific Time to discuss results for the fourth quarter and full fiscal year 2018. Interested parties may join the conference call by dialing 1-844-647-5488 or 1-615-247-0258, passcode 4297718. 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 Friday, March 16, 2018.

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 business.

In fiscal 2018, Marvell began using a non-GAAP tax rate to compute the non-GAAP tax provision. This non-GAAP tax rate is based on Marvell's estimated annual GAAP income tax forecast, adjusted to account for items excluded from GAAP income in calculating Marvell's non-GAAP income, as well as the effects of significant non-recurring and period specific tax items which vary in size and frequency. Marvell's non-GAAP tax rate is determined on an annual basis and may be adjusted during the year to take into account events that may materially affect the non-GAAP tax rate such as tax law changes; significant changes in Marvell's geographic mix of revenue and expenses; or changes to Marvell's corporate structure. For the fourth quarter of fiscal 2018, a non-GAAP tax rate of 4% has been applied to the non-GAAP financial results.

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 2019 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: the risk that the Cavium transaction may not be completed in a timely manner or at all, which may adversely affect Cavium's business and the price of its common stock and/or Marvell's business and the price of its common shares; the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the merger agreement by the stockholders of Cavium, the approval of the issuance of Marvell shares in the transaction by the shareholders of Marvell, and the receipt of certain governmental and regulatory approvals; the failure of Marvell to obtain the necessary financing pursuant to the arrangements set forth in the debt commitment letters delivered pursuant to the merger agreement or otherwise; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the effect of the announcement or pendency of the transaction on Cavium's business relationships, operating results, and business generally; risks that the proposed transaction disrupts current plans and operations of Cavium or Marvell and potential difficulties in Cavium employee retention as a result of the transaction; risks related to diverting management's attention from Cavium's ongoing business operations; the outcome of any legal proceedings that may be instituted against Marvell or against Cavium related to the merger agreement or the transaction; the ability of Marvell to successfully integrate Cavium's operations and product lines; the ability of Marvell to implement its plans, forecasts, and other expectations with respect to Cavium's business after the completion of the proposed merger and realize the anticipated synergies and cost savings in the time frame anticipated or at all, and identify and realize additional opportunities; the risk of downturns in the highly cyclical semiconductor industry; Marvell's dependence upon the storage, networking and connectivity markets, which are highly cyclical and intensely competitive; the outcome of pending or future litigation and legal and regulatory proceedings; Marvell's dependence on a small number of customers; severe financial hardship or bankruptcy of one or more of Marvell's major customers; Marvell's ability and the ability of its customers to successfully compete in the markets in which it serves; Marvell's reliance on independent foundries and subcontractors for the manufacture, assembly and testing of its products; Marvell's ability and its customers' ability to develop new and enhanced products and the adoption of those products in the market; decreases in gross margin and results of operations in the future due to a number of factors; Marvell's ability to estimate customer demand and future sales accurately; Marvell's ability to scale its operations in response to changes in demand for existing or new products and services; the impact of international conflict and continued economic volatility in either domestic or foreign markets; the effects of transitioning to smaller geometry process technologies; the risks associated with manufacturing and selling a majority of products and customers' products outside of the United States; risks associated with acquisition and consolidation activity in the semiconductor industry; the impact of any change in the income tax laws in jurisdictions where Marvell operates and the loss of any beneficial tax treatment that Marvell currently enjoys; the effects of any potential acquisitions or investments; Marvell's ability to protect its intellectual property; the impact and costs associated with changes in international financial and regulatory conditions; Marvell's maintenance of an effective system of internal controls; 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 28, 2017 as filed with the SEC on December 4, 2017, 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, networking and 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

                                           February 3,               October 28,                  January 28,                  February 3,              January 28,
                                                  2018                        2017                       2017                           2018                  2017
                                                  ----                        ----                       ----                           ----                  ----

    Net revenue                                        $615,409                                       $616,302                                $566,362                        $2,409,170 $2,300,992

    Cost of goods sold                         241,927                       238,533                               240,448                      947,230             1,017,564

    Gross profit                               373,482                       377,769                               325,914                    1,461,940             1,283,428
                                               -------                       -------                               -------                    ---------             ---------


    Operating expenses:

    Research and development                   180,000                       165,477                               175,262                      714,444               805,029

    Selling, general and administrative         68,291                        59,112                                59,140                      238,166               251,191

    Litigation settlement (a)                   74,385                             -                                    -                      74,385                     -

    Restructuring related charges (gain)       (3,205)                        3,284                                90,475                        5,250                96,801
                                                ------                         -----                                ------                        -----                ------

    Total operating expenses                   319,471                       227,873                               324,877                    1,032,245             1,153,021
                                               -------                       -------                               -------                    ---------             ---------

    Operating income from continuing
     operations                                 54,011                       149,896                                 1,037                      429,695               130,407

    Interest and other income, net               4,788                         6,200                                 3,780                       21,509                17,022


    Income from continuing operations
     before income taxes                        58,799                       156,096                                 4,817                      451,204               147,429

    Provision (benefit) for income taxes        10,036                         6,759                                68,345                       18,062                72,608


    Income from continuing operations,
     net of tax                                 48,763                       149,337                              (63,528)                      433,142                74,821
                                                ------                       -------                               -------                      -------                ------

    Income (loss) from discontinued
     operations, net of tax                          -                       50,851                              (16,563)                       87,689              (53,670)

    Net income                                          $48,763                                       $200,188                               $(80,091)                         $520,831    $21,151
                                                        =======                                       ========                                ========                          ========    =======


    Net income (loss) per share - Basic:

    Continuing operations                                 $0.10                                          $0.30                                 $(0.13)                            $0.87      $0.15
                                                          =====                                          =====                                  ======                             =====      =====

    Discontinued operations                          $        -                                         $0.11                                 $(0.03)                            $0.18    $(0.11)
                                                   ===      ===                                         =====                                  ======                             =====     ======

    Net income per share - Basic                          $0.10                                          $0.41                                 $(0.16)                            $1.05      $0.04



    Net income (loss) per share - Diluted:

    Continuing operations                                 $0.10                                          $0.30                                 $(0.13)                            $0.85      $0.14
                                                          =====                                          =====                                  ======                             =====      =====

    Discontinued operations                          $        -                                         $0.10                                 $(0.03)                            $0.17    $(0.10)
                                                   ===      ===                                         =====                                  ======                             =====     ======

    Net income per share - Diluted                        $0.10                                          $0.40                                 $(0.16)                            $1.02      $0.04



    Weighted average shares:

    Basic                                      493,663                       494,096                               507,834                      498,008               509,738

    Diluted                                    506,197                       504,903                               507,834                      509,667               517,513


    (a)               Represents legal settlement
                      and associated costs related
                      to Luna shareholder
                      litigation matter.


                                                            Marvell Technology Group Ltd.

                                                  Condensed Consolidated Balance Sheets (Unaudited)

                                                                    (In thousands)


                                                                                                    February 3, 2018            January 28, 2017
                                                                                                    ----------------            ----------------

    Assets

    Current assets:

    Cash and cash equivalents                                                                                          $888,482                        $814,092

    Short-term investments                                                                                   952,790                         854,268

    Accounts receivable, net                                                                                 280,395                         335,384

    Inventories                                                                                              170,039                         170,842

    Prepaid expenses and other current assets                                                                 41,482                          58,771

    Assets held for sale                                                                                      30,767                          57,077
                                                                                                              ------                          ------

    Total current assets                                                                                   2,363,955                       2,290,434

    Property and equipment, net                                                                              202,222                         243,397

    Goodwill and acquired intangible assets, net                                                           1,993,310                       1,996,880

    Other non-current assets                                                                                 148,800                         117,939

    Total assets                                                                                                     $4,708,287                      $4,648,650
                                                                                                                     ==========                      ==========


    Liabilities and Shareholders' Equity

    Current liabilities:

    Accounts payable                                                                                                   $145,236                        $143,484

    Accrued liabilities                                                                                       86,958                         143,491

    Accrued employee compensation                                                                            127,711                         139,647

    Deferred income                                                                                           61,237                          63,976

    Liabilities held for sale                                                                                      -                          5,818
                                                                                                                 ---                          -----

    Total current liabilities                                                                                421,142                         496,416

    Non-current income taxes payable                                                                          56,976                          60,646

    Other non-current liabilities                                                                             88,756                          63,937
                                                                                                              ------                          ------

    Total liabilities                                                                                        566,874                         620,999


    Shareholders' equity:

    Common stock                                                                                                 991                           1,012

    Additional paid-in capital                                                                             2,733,292                       3,016,775

    Accumulated other comprehensive income (loss)                                                            (2,322)                             23

    Retained earnings                                                                                      1,409,452                       1,009,841
                                                                                                           ---------                       ---------

    Total shareholders' equity                                                                             4,141,413                       4,027,651
                                                                                                           ---------

    Total liabilities and shareholders' equity                                                                       $4,708,287                      $4,648,650
                                                                                                                     ==========                      ==========


                                                                                             Marvell Technology Group Ltd.

                                                                              Condensed Consolidated Statements of Cash Flows (Unaudited)

                                                                                                    (In thousands)


                                                                                     Three Months Ended                                            Year Ended

                                                                       February 3, 2018               January 28, 2017                February 3, 2018                 January 28, 2017
                                                                       ----------------               ----------------                ----------------               ----------------

    Cash flows from operating activities:

    Net income (loss)                                                                       $48,763                                             $(80,091)                                 $520,831   $21,151

    Adjustments to reconcile net income (loss) to net cash provided by
     (used in) operating activities:

    Depreciation and amortization                                                20,918                             26,683                                      83,487                       107,851

    Share-based compensation                                                     21,377                             24,058                                      86,689                       113,970

    Amortization and write-off of acquired intangible
     assets                                                                         358                              1,965                                       3,570                        10,641

    Restructuring related impairment charges (gain)                             (4,159)                            50,500                                     (4,561)                       52,581

    Gain from investments in privately-held companies                                 -                                 -                                    (2,501)                            -

    Amortization of premium /discount on available-
     for-sale securities                                                            392                              1,622                                         995                         3,319

    Other non-cash expense (income), net                                            (7)                           (2,635)                                      1,324                       (3,312)

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

    Deferred income taxes                                                        17,027                             46,859                                      19,825                        44,637

    Gain on sale of property and equipment                                        (270)                                 -                                      (743)                            -

    Gain on sale of discontinued operations                                           -                                 -                                   (88,406)                            -

    Gain on sale of business                                                          -                                 -                                    (5,254)                            -

    Changes in assets and liabilities:

    Accounts receivable                                                          85,719                             26,811                                      54,989                      (12,084)

    Inventories                                                                   3,878                             18,381                                    (12,160)                       29,325

    Prepaid expenses and other assets                                             (627)                             2,181                                      12,494                         1,825

    Accounts payable                                                           (36,700)                          (38,694)                                   (16,613)                     (28,153)

    Accrued liabilities and other non-current
     liabilities                                                               (21,898)                            27,498                                    (62,360)                        3,763

    Carnegie Mellon University accrued litigation
     settlement (a)                                                                   -                                 -                                          -                    (736,000)

    Accrued employee compensation                                               (1,324)                             7,597                                    (11,936)                       18,016

    Deferred income                                                            (13,706)                             6,138                                     (8,557)                       14,072


    Net cash provided by (used in) operating
     activities                                                                 119,741                            118,846                                     571,113                     (358,435)
                                                                                -------                            -------                                     -------                      --------

    Cash flows from investing activities:

    Purchases of available-for-sale securities                                (162,607)                         (146,046)                                   (835,494)                     (489,856)

    Sales of available-for-sale securities                                       22,671                            157,953                                     306,822                       616,697

    Maturities of available-for-sale securities                                 120,639                             41,264                                     426,341                       239,557

    Return of investment from (in) privately-held
     companies                                                                        -                             (258)                                      6,089                            16

    Purchases of time deposits                                                 (75,000)                          (75,000)                                  (300,000)                     (275,000)

    Maturities of time deposits                                                  75,000                             75,000                                     300,000                       125,000

    Purchases of technology licenses                                            (1,331)                           (1,870)                                    (6,587)                     (10,309)

    Purchases of property and equipment                                        (13,395)                           (6,786)                                   (38,551)                     (44,510)

    Proceeds from sales of property and equipment                                10,571                                  -                                     12,559                             -

    Net proceeds from sale of discontinued operations                                 -                                 -                                    165,940                             -

    Net proceeds from sale of business                                                -                                 -                                      2,402                             -
                                                                                    ---                               ---                                      -----                           ---

    Net cash provided by (used in) investing
     activities                                                                (23,452)                            44,257                                      39,521                       161,595
                                                                                -------                             ------                                      ------                       -------

    Cash flows from financing activities:

    Repurchases of common stock                                                       -                         (125,033)                                   (527,574)                     (181,564)

    Proceeds from employee stock plans                                           42,878                             62,383                                     180,302                        74,219

    Minimum tax withholding paid on behalf of
     employees for net share settlement                                           (905)                             (402)                                   (26,840)                     (16,683)

    Dividend payments to shareholders                                          (29,695)                          (30,457)                                  (119,251)                     (122,292)

    Payments on technology license obligations                                  (5,806)                           (7,117)                                   (28,503)                     (20,965)

    Excess tax benefits from share-based compensation                                 -                                27                                           -                           37

    Payment of equity and debt financing costs                                 (14,378)                                 -                                   (14,378)                            -
                                                                                -------                                ---                                    -------                           ---

    Net cash used in financing activities                                       (7,906)                         (100,599)                                   (536,244)                     (267,248)
                                                                                 ------                           --------                                    --------                      --------

    Net increase (decrease) in cash and cash
     equivalents                                                                 88,383                             62,504                                      74,390                     (464,088)

    Cash and cash equivalents at beginning of period                            800,099                            751,588                                     814,092                     1,278,180

    Cash and cash equivalents at end of period                                             $888,482                                              $814,092                                  $888,482  $814,092
                                                                                           ========                                              ========                                  ========  ========


    (a)               The Company paid $750.0 million to
                      Carnegie Mellon University in
                      connection with a litigation
                      settlement agreement.


                                                                                               Marvell Technology Group Ltd.

                                                                                     Reconciliations from GAAP to Non-GAAP (Unaudited)

                                                                                         (In thousands, except per share amounts)


                                                               Three Months Ended                                                       Year Ended

                                           February 3,            October 28,              January 28,                    February 3,              January 28,
                                                  2018                    2017                      2017                             2018                  2017
                                                  ----                    ----                      ----                             ----                  ----

    GAAP gross profit:                                 $373,482                                            $377,769                                    $325,914               $1,461,940 $1,283,428

    Special items:

    Share-based compensation                     1,662                              1,747                                   1,641                          6,645        8,334

    Other cost of goods sold (a)                 8,000                                  -                                      -                        11,000            -

    Total special items                          9,662                              1,747                                   1,641                         17,645        8,334

    Non-GAAP gross profit                              $383,144                                            $379,516                                    $327,555               $1,479,585 $1,291,762
                                                       ========                                            ========                                    ========               ========== ==========


    GAAP gross margin                            60.7%                             61.3%                                  57.5%                         60.7%       55.8%
                                                  ====                               ====                                    ====                           ====         ====

    Non-GAAP gross margin                        62.3%                             61.6%                                  57.8%                         61.4%       56.1%
                                                  ====                               ====                                    ====                           ====         ====




    Total GAAP operating expenses                      $319,471                                            $227,873                                    $324,877               $1,032,245 $1,153,021

    Special items:

    Share-based compensation                  (19,715)                          (18,892)                                (20,021)                      (78,477)    (93,065)

    Restructuring related charges
     (gain) (b)                                  3,205                            (3,284)                               (90,475)                       (5,250)    (96,801)

    Amortization and write-off of
     acquired intangible assets                  (358)                           (1,076)                                (1,480)                       (3,570)     (8,376)

    Litigation settlement (c)                 (74,385)                                 -                                      -                      (74,385)           -

    Other operating expenses (d)              (10,579)                             (120)                                  (315)                      (14,689)     (1,544)

    Total special items                      (101,832)                          (23,372)                               (112,291)                     (176,371)   (199,786)


    Total non-GAAP operating expenses                  $217,639                                            $204,501                                    $212,586                 $855,874   $953,235
                                                       ========                                            ========                                    ========                 ========   ========




    GAAP operating margin                         8.8%                             24.3%                                   0.2%                         17.8%        5.7%

    Other cost of goods sold (a)                  1.3%                                 -   %                                  -   %                      0.5%           -   %

    Share-based compensation                      3.5%                              3.3%                                   3.8%                          3.5%        4.4%

    Restructuring related charges
     (gain) (b)                                 (0.5)%                              0.5%                                  16.0%                          0.2%        4.2%

    Amortization and write-off of
     acquired intangible assets                   0.1%                              0.2%                                   0.2%                          0.1%        0.3%

    Litigation settlement (c)                    12.1%                                 -   %                                  -   %                      3.1%           -   %

    Other operating expenses (d)                  1.6%                              0.1%                                   0.1%                          0.7%        0.1%
                                                   ---                                ---                                     ---                            ---          ---

    Non-GAAP operating margin                    26.9%                             28.4%                                  20.3%                         25.9%       14.7%
                                                  ====                               ====                                    ====                           ====         ====



    GAAP interest and other income,
     net                                                 $4,788                                              $6,200                                      $3,780                  $21,509    $17,022

    Special items:

           Restructuring related items (e)       1,355                            (2,286)                                      -                       (4,016)           -

    Total special items                          1,355                            (2,286)                                      -                       (4,016)           -
                                                 -----                             ------                                     ---                        ------          ---

    Total non-GAAP interest and
     other income, net                                   $6,143                                              $3,914                                      $3,780                  $17,493    $17,022
                                                         ======                                              ======                                      ======                  =======    =======




    GAAP net income                                     $48,763                                            $200,188                                   $(80,091)                $520,831    $21,151

    Less: Income (loss) from
     discontinued operations, net of
     tax                                             -                            50,851                                (16,563)                        87,689     (53,670)

    GAAP net income from continuing
     operations                                 48,763                            149,337                                (63,528)                       433,142       74,821
                                                ------                            -------                                 -------                        -------       ------

    Special items:

    Other cost of goods sold (a)                 8,000                                  -                                      -                        11,000            -

    Share-based compensation                    21,377                             20,639                                  21,662                         85,122      101,399

    Restructuring related charges
     (gain) (b)                                (1,850)                               998                                  90,475                          1,234       96,801

    Amortization and write-off of
     acquired intangible assets                    358                              1,076                                   1,480                          3,570        8,376

    Litigation settlement (c)                   74,385                                  -                                      -                        74,385            -

    Other operating expenses (d)                10,579                                120                                     315                         14,689        1,544

    Pre-tax total special items                112,849                             22,833                                 113,932                        190,000      208,120
                                               -------                             ------                                 -------                        -------      -------

    Other income tax effects and
        adjustments (f)                          3,170                              (398)                                 67,989                        (7,590)      66,918
                                                 -----                                                                    ------

    Non-GAAP net income from
     continuing operations                             $164,782                                            $171,772                                    $118,393                 $615,552   $349,859
                                                       ========                                            ========                                    ========                 ========   ========




    Weighted average shares - basic            493,663                            494,096                                 507,834                        498,008      509,738
                                               =======                            =======                                 =======                        =======      =======

    Weighted average shares - diluted          506,197                            504,903                                 507,834                        509,667      517,513
                                               =======                            =======                                 =======                        =======      =======

    Non-GAAP weighted average shares
     - diluted (g)                             512,223                            512,676                                 528,141                        516,789      527,197
                                               =======                            =======                                 =======                        =======      =======



    GAAP diluted net income (loss)
     per share from continuing
     operations                                           $0.10                                               $0.30                                     $(0.13)                   $0.85      $0.14
                                                          =====                                               =====                                      ======                    =====      =====

    Non-GAAP diluted net income per
     share from continuing operations                     $0.32                                               $0.34                                       $0.22                    $1.19      $0.66
                                                          =====                                               =====                                       =====                    =====      =====


    (a)               Other costs of goods sold in the three
                      months ended February 3, 2018 and the
                      year ended February 3, 2018 include
                      charges for past intellectual
                      property licensing matters.


    (b)               Restructuring related charges include
                      costs that are a direct result of
                      restructuring. Such charges include
                      employee severance, facilities
                      related costs, contract cancellation
                      charges and impairment of equipment.
                      Restructuring related charges in the
                      three months ended February 3, 2018
                      and the year ended February 3, 2018
                      includes the gain on sale of a
                      building that was a direct result of
                      restructuring.


    (c)               Represents legal settlement and
                      associated costs related to
                      shareholder litigation matter.


    (d)               Other operating expenses primarily
                      include Cavium merger costs, costs
                      related to royalty matters, and costs
                      of retention bonuses offered to
                      employees who remained through the
                      ramp down of certain operations due
                      to restructuring actions.


    (e)               Interest and other income, net
                      includes restructuring related items
                      such as gain on sale of a business
                      and foreign currency remeasurement
                      related to restructuring related
                      accruals.


    (f)               Other income tax effects and
                      adjustments in the three months ended
                      February 3, 2018 and October 28, 2017
                      and in the year ended February 3,
                      2018 include adjustment to the tax
                      provision based on a non-GAAP tax
                      rate of 4%. Other income tax effects
                      and adjustments in the three months
                      ended January 28, 2017 and the year
                      ended January 28, 2017 include $68.0
                      million and $67.0 million,
                      respectively, of tax expense relating
                      to restructuring charges.


    (g)               Non-GAAP diluted share count excludes
                      the impact of share-based
                      compensation expense expected to be
                      incurred in future periods and not
                      yet recognized in the Company's
                      financial statements, which would
                      otherwise be assumed to be used to
                      repurchase shares under the GAAP
                      treasury stock method.


                                                           Quarterly Revenue Trend (Unaudited)

                                                                     (In thousands)


                                            Three Months Ended                                      % Change

                     February 3, 2018            October 28, 2017                 January 28, 2017        YoY  QoQ
                     ----------------            ----------------                 ----------------        ---  ---

    Storage (1)                       $323,718                                             $315,338            $310,771      4%        3%

    Networking (2)            155,340                       150,497                                    148,090           5%        3%

    Connectivity (3)           86,271                       102,662                                     65,638          31%     (16)%
                               ------                       -------                                     ------          ---       ----

       Total Core             565,329                       568,497                                    524,499           8%      (1)%

    Other (4)                  50,080                        47,805                                     41,863          20%        5%
                               ------

    Total Revenue                     $615,409                                             $616,302            $566,362      9%         -  %
                                      ========                                             ========            ========     ===        ===  ===


                              Three Months Ended

    % of Total        February                  October         January
                      3, 2018                   28, 2017       28, 2017
                     ---------                 --------        --------

    Storage (1)            53%                            51%            55%

    Networking (2)         25%                            24%            26%

    Connectivity (3)       14%                            17%            12%
                           ---                             ---             ---

       Total Core          92%                            92%            93%

    Other (4)               8%                             8%             7%

    Total Revenue         100%                           100%           100%
                           ===                             ===             ===


    (1) Storage products are comprised
     primarily of HDD, SSD Controllers
     and Data Center Storage Solutions.


    (2) Networking products are
     comprised primarily of Ethernet
     Switches, Ethernet Transceivers,
     Embedded ARM Processors and
     Automotive Ethernet, as well as a
     few legacy product lines in which
     we no longer invest, but will
     generate revenue for several years.


    (3) Connectivity products are
     comprised primarily of WiFi
     solutions including WiFi only,
     WiFi/Bluetooth combos and WiFi
     Microcontroller combos.


    (4) Other products are comprised
     primarily of Printer Solutions,
     Application Processors and others.

For further information, contact:
T. Peter Andrew
Vice President, Treasury and Investor Relations
408-222-0777
ir@marvell.com

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SOURCE Marvell Technology Group Ltd.