Marvell Technology Group Ltd. Reports Second Quarter of Fiscal Year 2019 Financial Results

SANTA CLARA, Calif., Sept. 6, 2018 /PRNewswire/ -- Marvell Technology Group Ltd. (NASDAQ: MRVL), a leader in infrastructure semiconductor solutions, today reported financial results for the second fiscal quarter of fiscal year 2019.

Marvell completed the acquisition of Cavium Inc. ("Cavium") on July 6, 2018 ("the acquisition date"), approximately four weeks before the end of the second quarter of fiscal year 2019. Marvell's results for the second quarter of fiscal 2019 include the results of Cavium from the acquisition date, while the prior periods presented do not.

Financial highlights presented below are for the combined company and Marvell stand-alone (excluding Cavium results) for the second quarter of fiscal year 2019 (in thousands, except percentages and per share amounts). We are providing the Marvell stand-alone non-GAAP results on a one time basis this quarter in light of the fact that our previously provided financial outlook for the second quarter excluded any impact of the Cavium acquisition.


                                  Three Months Ended
                                    August 4, 2018

               Combined            Combined              Marvell
                 GAAP              Non-GAAP            Stand-alone
                                                        Non-GAAP
                                                        --------

     Net
     revenue             $665,310                                  $665,310       $623,963


     Gross
     margin        56.7%                         63.7%                      63.5%


     Operating
     margin       (1.2)%                         26.7%                      30.1%


     Net
     income                $6,759                                  $161,961       $183,349


     Diluted
     net
     income
     per
     share                  $0.01                                     $0.28          $0.35

The financial outlook for the third quarter of fiscal year 2019 includes expected results of Cavium for the full quarter.

Revenue for the second quarter of fiscal 2019 was $665 million.

GAAP net income from continuing operations for the second quarter of fiscal 2019 was $7 million, or $0.01 per diluted share. Non-GAAP net income from continuing operations for the second quarter of fiscal 2019 was $162 million, or $0.28 per diluted share. Cash flow from operations for the second quarter was $62 million.

"Marvell standalone delivered strong second-quarter financial results. We achieved our operating margin target 18 months ahead of plan," said Matt Murphy, Marvell's President and Chief Executive Officer. "During the quarter, we also took another major step in our transformation by closing the acquisition of Cavium, on schedule with our original plan. Our combined talent and portfolio now positions Marvell to lead some of the most exciting trends driving growth in the infrastructure market, including Cloud and Edge computing, 5G and automotive."

Third Quarter of Fiscal 2019 Financial Outlook

    --  Revenue is expected to be $825 million to $865 million.
    --  GAAP gross margin is expected to be in the range of 44% to 45%.
    --  Non-GAAP gross margin is expected to be in the range of 64% to 65%.
    --  GAAP operating expenses are expected to be $390 million to $400 million.
    --  Non-GAAP operating expenses are expected to be $300 million to $305
        million.
    --  GAAP diluted EPS from continuing operations is expected to be in the
        range of $(0.08) to $(0.04) per share.
    --  Non-GAAP diluted EPS from continuing operations is expected to be in the
        range of $0.30 to $0.34 per share.

Conference Call

Marvell will conduct a conference call on Thursday, September 6, 2018 at 1:45 p.m. Pacific Time to discuss results for the second quarter of fiscal 2019. Interested parties may join the conference call by dialing 1-844-647-5488 or 1-615-247-0258, pass-code 5196554. 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, September 14, 2018.

Discussion of Non-GAAP Financial Measures

Non-GAAP financial measures exclude the effect of share-based compensation expense, amortization of the inventory fair value step up, 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.

Marvell uses 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 second quarter of fiscal 2019, 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.

Marvell stand-alone non-GAAP results represent combined non-GAAP results after excluding Cavium results for the portion of the second quarter falling after the acquisition date. We are providing the Marvell stand-alone non-GAAP results on a one time basis for the second quarter of fiscal 2019 in light of the fact that our previously provided financial outlook for the second quarter excluded any impact of the Cavium acquisition.

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: the impact on future performance of Marvell's newly announced products; Marvell's expectations regarding its second 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 effect of the announcement or pendency of the consummation of our acquisition of Cavium on the combined company's business relationships, operating results, and business generally; potential difficulties in Cavium employee retention as a result of 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 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 and networking 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 Annual Report on Form 10-K for the fiscal year ended February 3, 2018 as filed with the SEC on March 29, 2018, 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                                                     Six Months Ended

                                          August 4,                   May 5,                       July 29,                      August 4,                      July 29,
                                                2018                         2018                      2017                              2018                        2017
                                                ----                         ----                      ----                              ----                        ----

    Net revenue                                      $665,310                                       $604,631                                        $604,750                        $1,269,941 $1,177,459

    Cost of goods sold                       288,200                        228,938                               239,572                             517,138               466,770


    Gross profit                             377,110                        375,693                               365,178                             752,803               710,689
                                             -------                        -------                               -------                             -------               -------


    Operating expenses:

    Research and development                 216,285                        176,734                               180,871                             393,019               368,967

    Selling, general and administrative      133,701                         72,313                                55,659                             206,014               110,763

    Restructuring related charges             35,415                          1,567                                 4,285                              36,982                 5,171
                                              ------                          -----                                 -----                              ------                 -----

    Total operating expenses                 385,401                        250,614                               240,815                             636,015               484,901
                                             -------                        -------                               -------                             -------               -------

    Operating income from continuing
     operations                              (8,291)                       125,079                               124,363                             116,788               225,788

    Interest income                            3,575                          6,069                                 3,830                               9,644                 7,342

    Interest expense                        (15,795)                         (244)                                 (80)                           (16,039)                (131)

    Other income (loss), net                 (2,701)                         1,471                                 3,438                             (1,230)                3,310


    Interest and other income (loss), net   (14,921)                         7,296                                 7,188                             (7,625)               10,521
                                             -------                          -----                                 -----                              ------                ------

    Income from continuing operations
     before income taxes                    (23,212)                       132,375                               131,551                             109,163               236,309

    Provision (benefit) for income taxes    (29,971)                         3,763                               (3,899)                           (26,208)                1,267


    Income from continuing operations,
     net of tax                                6,759                        128,612                               135,450                             135,371               235,042
                                               -----                        -------                               -------                             -------               -------

    Income from discontinued operations,
     net of tax                                    -                             -                               29,809                                   -               36,838

    Net income                                         $6,759                                       $128,612                                        $165,259                          $135,371   $271,880
                                                       ======                                       ========                                        ========                          ========   ========


    Net income per share - Basic:

    Continuing operations                               $0.01                                          $0.26                                           $0.27                             $0.26      $0.47
                                                        =====                                          =====                                           =====                             =====      =====

    Discontinued operations                        $        -                                 $           -                                          $0.06                     $           -     $0.07
                                                 ===      ===                               ===         ===                                          =====                   ===         ===     =====

    Net income per share - Basic                        $0.01                                          $0.26                                           $0.33                             $0.26      $0.54



    Net income per share - Diluted:

    Continuing operations                               $0.01                                          $0.25                                           $0.26                             $0.25      $0.46
                                                        =====                                          =====                                           =====                             =====      =====

    Discontinued operations                        $        -                                 $           -                                          $0.06                     $           -     $0.07
                                                 ===      ===                               ===         ===                                          =====                   ===         ===     =====

    Net income per share - Diluted                      $0.01                                          $0.25                                           $0.32                             $0.25      $0.53



    Weighted average shares:

    Basic                                    552,238                        497,335                   500,817                             524,787             502,303

    Diluted                                  562,149                        508,716                   510,309                             535,433             513,951


                                                         Marvell Technology Group Ltd.

                                               Condensed Consolidated Balance Sheets (Unaudited)

                                                                (In thousands)


                                                                                                 August 4,              February 3,
                                                                                                       2018                     2018
                                                                                                       ----                     ----

    Assets

    Current assets:

    Cash and cash equivalents                                                                                  $498,659                $888,482

    Short-term investments                                                                           25,000                  952,790

    Accounts receivable, net                                                                        443,276                  280,395

    Inventories                                                                                     473,429                  170,039

    Prepaid expenses and other current assets                                                        72,388                   41,482

    Assets held for sale                                                                             31,182                   30,767
                                                                                                     ------                   ------

    Total current assets                                                                          1,543,934                2,363,955

    Property and equipment, net                                                                     327,645                  202,222

    Goodwill                                                                                      5,497,608                1,993,310

    Acquired intangible assets, net                                                               2,718,061                        -

    Other non-current assets                                                                        275,598                  148,800

    Total assets                                                                                            $10,362,846              $4,708,287
                                                                                                            ===========              ==========


    Liabilities and Shareholders' Equity

    Current liabilities:

    Accounts payable                                                                                           $196,297                $145,236

    Accrued liabilities                                                                             277,098                   86,958

    Accrued employee compensation                                                                   127,381                  127,711

    Deferred income                                                                                   3,511                   61,237

    Liabilities held for sale                                                                         3,935                        -
                                                                                                      -----                      ---

    Total current liabilities                                                                       608,222                  421,142

    Long-term debt                                                                                1,878,617                        -

    Non-current income taxes payable                                                                 52,438                   56,976

    Deferred tax liabilities                                                                        114,312                   52,204

    Other non-current liabilities                                                                    44,191                   36,552
                                                                                                     ------                   ------

    Total liabilities                                                                             2,697,780                  566,874


    Shareholders' equity:

    Common stock                                                                                      1,316                      991

    Additional paid-in capital                                                                    6,153,890                2,733,292

    Accumulated other comprehensive loss                                                                  -                 (2,322)

    Retained earnings                                                                             1,509,860                1,409,452
                                                                                                  ---------                ---------

    Total shareholders' equity                                                                    7,665,066                4,141,413
                                                                                                  ---------

    Total liabilities and shareholders' equity                                                              $10,362,846              $4,708,287
                                                                                                            ===========              ==========


                                                                                           Marvell Technology Group Ltd.

                                                                            Condensed Consolidated Statements of Cash Flows (Unaudited)

                                                                                                   (In thousands)


                                                                            Three Months Ended                                          Six Months Ended

                                                                August 4,               July 29,                August 4,               July 29,
                                                                       2018                   2017                      2018                     2017
                                                                       ----                   ----                      ----                     ----

    Cash flows from operating activities:

    Net income                                                                 $6,759                                          $165,259                     $135,371  $271,880

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

    Depreciation and amortization                                    26,754                             20,444                                47,097           41,186

    Share-based compensation                                         59,392                             22,422                                83,244           46,439

    Amortization and write-off of acquired intangible
     assets                                                          25,939                              1,065                                25,939            2,136

    Amortization of inventory fair value adjustment
     associated with acquisition of Cavium                           22,933                                  -                               22,933                -

    Amortization of deferred debt issuance costs and
     debt discounts                                                   7,073                                  -                                7,073                -

    Restructuring related impairment charges (gain)                   1,993                                 70                                 1,993            (446)

    Gain from investment in privately-held company                        -                             (750)                              (1,100)           (750)

    Amortization of premium /discount on available-
     for-sale securities                                              (537)                               597                                   624              803

    Other non-cash expense (income), net                              3,414                            (1,398)                                4,227          (1,423)

    Deferred income taxes                                          (22,238)                             2,008                              (21,414)           2,791

    Gain on sale of property and equipment                            (137)                             (341)                                (120)           (283)

    Gain on sale of discontinued operations                               -                          (34,032)                                    -        (42,187)

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

    Changes in assets and liabilities:

    Accounts receivable                                             (1,356)                          (14,550)                             (48,749)        (36,313)

    Inventories                                                       4,186                            (3,170)                                6,866         (14,712)

    Prepaid expenses and other assets                               (5,396)                             2,460                              (19,504)           7,854

    Accounts payable                                               (15,015)                          (27,455)                                (271)           3,968

    Accrued liabilities and other non-current
     liabilities                                                   (32,468)                          (21,793)                             (11,232)        (33,418)

    Accrued employee compensation                                  (19,429)                             (846)                             (41,539)         (8,375)

    Deferred income                                                      68                            (3,732)                                (729)           1,284


    Net cash provided by operating activities                        61,935                            101,004                               190,709          235,180
                                                                     ------                            -------                               -------          -------

    Cash flows from investing activities:

    Purchases of available-for-sale securities                      (1,499)                         (177,811)                              (14,956)       (376,227)

    Sales of available-for-sale securities                          553,623                             37,936                               623,896          116,700

    Maturities of available-for-sale securities                      59,165                             87,377                               187,985          169,612

    Return of investment from privately-held companies                    -                             2,388                                     -           2,388

    Purchases of time deposits                                            -                          (75,000)                             (25,000)       (150,000)

    Maturities of time deposits                                      75,000                             75,000                               150,000          150,000

    Purchases of technology licenses                                  (903)                             (608)                              (1,263)         (1,701)

    Purchases of property and equipment                            (20,801)                           (4,803)                             (34,389)        (14,544)

    Proceeds from sales of property and equipment                       212                              1,054                                   223            1,739

    Cash payment for acquisition of Cavium, net of
     cash and cash equivalents acquired                         (2,649,465)                                  -                          (2,649,465)                -

    Net proceeds from sale of discontinued operations                     -                            41,976                                     -          72,205

    Net proceeds from sale of business                                1,250                                  -                                1,250                -

    Other                                                                 -                                 -                              (5,000)               -
                                                                        ---                               ---                               ------              ---

    Net cash used in investing activities                       (1,983,418)                           (12,491)                          (1,766,719)         (29,828)
                                                                 ----------                            -------                            ----------          -------

    Cash flows from financing activities:

    Repurchases of common stock                                           -                         (221,265)                                     -       (387,558)

    Proceeds from employee stock plans                               33,525                             77,872                                44,580           97,811

    Minimum tax withholding paid on behalf of
     employees for net share settlement                            (12,883)                           (3,005)                             (36,776)        (24,814)

    Dividend payments to shareholders                              (39,383)                          (30,095)                             (69,181)        (60,086)

    Payments on technology license obligations                      (9,017)                           (7,481)                             (29,478)        (14,296)

    Proceeds from issuance of debt                                1,892,605                                  -                            1,892,605                -

    Principal payments of debt                                    (606,128)                                 -                            (606,128)               -

    Payment of equity and debt financing costs                      (5,835)                                 -                              (9,435)               -
                                                                     ------                                                                  ------

    Net cash provided by (used in) financing
     activities                                                   1,252,884                          (183,974)                             1,186,187        (388,943)
                                                                  ---------                           --------                             ---------         --------

    Net decrease in cash and cash equivalents                     (668,599)                          (95,461)                            (389,823)       (183,591)

    Cash and cash equivalents at beginning of period              1,167,258                            725,962                               888,482          814,092

    Cash and cash equivalents at end of period                               $498,659                                          $630,501                     $498,659  $630,501
                                                                             ========                                          ========                     ========  ========


                                                                                              Marvell Technology Group Ltd.

                                                                                    Reconciliations from GAAP to Non-GAAP (Unaudited)

                                                                                         (In thousands, except per share amounts)


                                                           Three Months Ended                                                Six Months Ended

                                      August 4,              May 5,                July 29,                August 4,                 July 29,
                                            2018                  2018                    2017                      2018                      2017
                                            ----                  ----                    ----                      ----                      ----

    GAAP gross profit:                            $377,110                                       $375,693                                           $365,178                $752,803  $710,689

    Special items:

    Share-based compensation               4,748                            1,905                                 1,810                                 6,653        3,236

    Amortization of and write-off
     acquired  intangible assets          18,984                                -                                    -                               18,984            -

    Other cost of goods sold (a)          22,933                                -                                3,000                                22,933        3,000

    Total special items                   46,665                            1,905                                 4,810                                48,570        6,236


    Non-GAAP gross profit                         $423,775                                       $377,598                                           $369,988                $801,373  $716,925
                                                  ========                                       ========                                           ========                ========  ========


    GAAP gross margin                      56.7%                           62.1%                                60.4%                                59.3%       60.4%
                                            ====                             ====                                  ====                                  ====         ====

    Non-GAAP gross margin                  63.7%                           62.5%                                61.2%                                63.1%       60.9%
                                            ====                             ====                                  ====                                  ====         ====




    Total GAAP operating expenses                 $385,401                                       $250,614                                           $240,815                $636,015  $484,901

    Special items:

    Share-based compensation            (68,675)                        (21,947)                              (19,557)                             (90,622)    (39,870)

    Restructuring related charges (b)   (35,415)                         (1,567)                              (4,285)                             (36,982)     (5,171)

    Amortization of and write-off
     acquired intangible assets          (6,955)                               -                              (1,065)                              (6,955)     (2,136)

    Other operating expenses (c)        (28,229)                        (15,252)                               (1,687)                             (43,481)     (3,990)
                                         -------                          -------                                ------

    Total special items                (139,274)                        (38,766)                              (26,594)                            (178,040)     (51,167)
                                        --------                          -------                               -------                              --------      -------

    Total non-GAAP operating expenses             $246,127                                       $211,848                                           $214,221                $457,975  $433,734
                                                  ========                                       ========                                           ========                ========  ========




    GAAP operating margin                 (1.2)%                           20.7%                                20.6%                                 9.2%       19.2%

    Other cost of goods sold (a)            3.5%                               -  %                              0.5%                                 1.9%        0.3%

    Share-based compensation               11.0%                            3.9%                                 3.5%                                 7.7%        3.7%

    Restructuring related charges (b)       5.3%                            0.3%                                 0.7%                                 2.9%        0.4%

    Amortization and write-off of
     acquired intangible assets             3.9%                               -  %                              0.2%                                 2.0%        0.2%

    Other operating expenses (c)            4.2%                            2.5%                                 0.3%                                 3.3%        0.3%
                                             ---                              ---                                   ---                                   ---          ---

    Non-GAAP operating margin              26.7%                           27.4%                                25.8%                                27.0%       24.1%
                                            ====                             ====                                  ====                                  ====         ====

    GAAP interest and other income
     (loss), net                                 $(14,921)                                        $7,296                                             $7,188                $(7,625)  $10,521

    Special items:

    Restructuring related items (d)        (121)                         (1,512)                              (3,085)                              (1,633)     (3,085)

    Issuance cost related to
     terminated standby loan               6,104                                -                                    -                                6,104            -
                                           -----                              ---                                  ---                                -----          ---

    Total special items                    5,983                          (1,512)                              (3,085)                                4,471      (3,085)
                                           -----                           ------                                ------                                 -----       ------

    Total non-GAAP interest and
     other income (loss), net                     $(8,938)                                        $5,784                                             $4,103                $(3,154)   $7,436
                                                   =======                                         ======                                             ======                 =======    ======




    GAAP net income                                 $6,759                                       $128,612                                           $165,259                $135,371  $271,880

    Less: Income from discontinued
     operations, net of tax                    -                               -                               29,809                                     -      36,838


    GAAP net income from continuing
     operations                            6,759                          128,612                               135,450                               135,371      235,042
                                           -----                          -------                               -------                               -------      -------

    Special items:

    Other cost of goods sold (a)          22,933                                -                                3,000                                22,933        3,000

    Share-based compensation              73,423                           23,852                                21,367                                97,275       43,106

    Restructuring related charges in
     operating expenses (b)               35,415                            1,567                                 4,285                                36,982        5,171

    Restructuring related items in
     interest and other income, net
     (d)                                   (121)                         (1,512)                              (3,085)                              (1,633)     (3,085)

    Amortization of and write-off
     acquired intangible assets           25,939                                -                                1,065                                25,939        2,136

    Issuance cost related to
     terminated standby loan               6,104                                -                                    -                                6,104            -

    Other operating expenses (c)          28,229                           15,252                                 1,687                                43,481        3,990

    Pre-tax total special items          191,922                           39,159                                28,319                               231,081       54,318
                                         -------                           ------                                ------                               -------       ------

    Other income tax effects and
     adjustments (e)                    (36,720)                         (3,098)                             (10,298)                             (39,818)    (10,362)
                                         -------                                                               -------

    Non-GAAP net income from
     continuing operations                        $161,961                                       $164,673                                           $153,471                $326,634  $278,998
                                                  ========                                       ========                                           ========                ========  ========




    Weighted average shares - basic      552,238                          497,335                               500,817                               524,787      502,303
                                         =======                          =======                               =======                               =======      =======

    Weighted average shares - diluted    562,149                          508,716                               510,309                               535,433      513,951
                                         =======                          =======                               =======                               =======      =======

    Non-GAAP adjustment                   13,123                            6,871                                 9,129                                 9,997        7,345
                                          ======                            =====                                 =====                                 =====        =====

    Non-GAAP weighted average shares
     - diluted (f)                       575,272                          515,587                               519,438                               545,430      521,296
                                         =======                          =======                               =======                               =======      =======


    GAAP diluted net income per share
     from continuing operations                      $0.01                                          $0.25                                              $0.26                   $0.25     $0.46
                                                     =====                                          =====                                              =====                   =====     =====

    Non-GAAP diluted net income per
     share from continuing operations                $0.28                                          $0.32                                              $0.30                   $0.60     $0.54
                                                     =====                                          =====                                              =====                   =====     =====


    (a)               Other costs of goods sold in the three
                      and six months ended August 4, 2018
                      include amortization of the Cavium
                      inventory fair value step up.  Other
                      cost of goods sold in the three and
                      six months ended July 29, 2017
                      include charges for past intellectual
                      property licensing matters.


    (b)               Restructuring related charges include
                      employee severance, facilities
                      related costs, and impairment of
                      equipment.


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


    (d)               Interest and other income, net
                      includes restructuring related items
                      such as foreign currency
                      remeasurement associated with
                      restructuring related accruals.


    (e)               Other income tax effects and
                      adjustments relate to tax provision
                      based on a non-GAAP income tax rate
                      of 4%.


    (f)               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.


                                                                    Marvell Technology Group Ltd.

                                          Reconciliations from Combined Non-GAAP to Marvell Stand-alone Non-GAAP (Unaudited)

                                                               (In thousands, except per share amounts)


                                                                                   Three Months Ended

                                                                                     August 4, 2018

                                                            Combined                   Less: non-                      Marvell
                                                           Non-GAAP*                      GAAP                       Stand-alone
                                                                                       Results                      Non-GAAP*
                                                                                    Attributable
                                                                                      to Cavium
                                                                                     Acquisition
                                                                                                                             ---

    Net revenue                                                          $665,310                                           $41,347          $623,963

    Gross profit                                                         $423,775                                           $27,808          $395,967

    Total operating expenses                                             $246,127                                           $38,251          $207,876

    Interest and other income (loss), net                                $(8,938)                                        $(11,836)           $2,898

    Net income (loss)                                                    $161,961                                         $(21,388)         $183,349



    Diluted net income (loss) per share                                     $0.28                                           $(0.07)            $0.35


    Diluted weighted average shares                           575,272                             55,636                            519,636


    *Combined Non-GAAP net revenue is
     equal to GAAP net revenue.  See
     "Reconciliations from GAAP to Non-
     GAAP (Unaudited)" for a reconciliation
     of other Combined Non-GAAP results to
     GAAP results for the period.


                                                            Quarterly Revenue Trend (Unaudited)

                                                                       (In thousands)


                                       Three Months Ended                                        % Change

                   August 4,                   May 5,                      July 29,             YoY        QoQ
                      2018*                         2018                      2017
                      ----                          ----                      ----

    Storage (1)               $335,764                                      $317,069                      $311,501   8%   6%

    Networking (2)    283,330                       244,228                             245,821                 15% 16%
                      -------                       -------                             -------                 ---  ---

       Total Core     619,094                       561,297                             557,322                 11% 10%

    Other (3)          46,216                        43,334                              47,428                (3)%  7%
                       ------                        ------

    Total Revenue             $665,310                                      $604,631                      $604,750  10%  10%
                              ========                                      ========                      ========  ===   ===


    * Results for the three
     months ended August 4,
     2018 include total
     Cavium revenue from
     the period July 6,
     2018 to August 4,
     2018.


                             Three Months Ended

    % of Total     August 4,                  May 5,         July 29,
                        2018                      2018              2017
                        ----                      ----              ----

    Storage (1)          50%                            52%               52%

    Networking (2)       43%                            40%               41%
                         ---                             ---                ---

       Total Core        93%                            92%               93%

    Other (3)             7%                             8%                7%

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


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

    (2) Networking products are comprised
     primarily of Ethernet Switches,
     Ethernet Transceivers, Ethernet NICs,
     Embedded Communication Processors,
     Automotive Ethernet, Security
     Adapters and Processors as well as
     WiFi solutions including WiFi only,
     WiFi/Bluetooth combos and WiFi
     Microcontroller combos.  In addition,
     this grouping includes a few legacy
     product lines in which we no longer
     invest, but will generate revenue for
     several years.

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

For further information, contact:
Ashish Saran
Vice President, Investor Relations
408-222-0777
ir@marvell.com

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SOURCE Marvell Technology Group Ltd.