Marvell Technology Group Ltd. Reports Second Quarter of Fiscal Year 2021 Financial Results

SANTA CLARA, Calif., Aug. 27, 2020 /PRNewswire/ -- Marvell Technology Group Ltd. (NASDAQ: MRVL), a leader in infrastructure semiconductor solutions, today reported financial results for the second quarter of fiscal year 2021.

Revenue for the second quarter of fiscal 2021 was $727 million, which exceeded the midpoint of the Company's guidance provided on May 28, 2020. GAAP net loss for the second quarter of fiscal 2021 was $(158) million, or $(0.24) per diluted share. Non-GAAP net income for the second quarter of fiscal 2021 was $140 million, or $0.21 per diluted share. Cash flow from operations for the second quarter was $226 million.

"Marvell delivered strong second quarter financial results with revenue above the mid-point of guidance, growing 11% year on year and 5% sequentially. We are expecting revenue growth to continue in the third quarter, driven primarily from 5G wireless infrastructure and cloud datacenter end markets" said Matt Murphy, Marvell's President and CEO. "We also announced the extension of our long-term collaboration with TSMC to deliver a comprehensive silicon portfolio for the data infrastructure market leveraging the industry's most advanced 5 nanometer (nm) process technology. While we continue to invest in advanced technologies for future growth, our team also remains focused on driving operational excellence. Through successful integration execution and continued operational discipline, we expect to drive earnings expansion in the third quarter."

Marvell's third quarter guidance takes into account the U.S. Government's export restrictions on certain Chinese customers. Given the ongoing uncertainty associated with COVID-19 and related public health measures, we also have temporarily widened the guidance range on revenue.

Third Quarter of Fiscal 2021 Financial Outlook

    --  Revenue is expected to be $750 million +/- 5%.
    --  GAAP gross margin is expected to be approximately 51.4%.
    --  Non-GAAP gross margin is expected to be approximately 63%.
    --  GAAP operating expenses are expected to be approximately $368 million.
    --  Non-GAAP operating expenses are expected to be approximately $280
        million.
    --  GAAP diluted income (loss) per share is expected to be $(0.04) to $0.04
        per share.
    --  Non-GAAP diluted income per share is expected to be $0.22 to $0.28 per
        share.

Conference Call
Marvell will conduct a conference call on Thursday, August 27, 2020 at 1:45 p.m. Pacific Time to discuss results for the second quarter of fiscal 2021. Interested parties may join the conference call by dialing 1-844-647-5488 or 1-615-247-0258, pass-code 9776144. The call will be webcast and can be accessed at the Marvell Investor Relations website at http://investor.marvell.com/ with a replay available following the call until Thursday, September 3, 2020.

Discussion of Non-GAAP Financial Measures
Non-GAAP financial measures exclude the effect of share-based compensation expense, amortization of the inventory fair value adjustment associated with the Aquantia and Avera acquisitions, amortization of acquired intangible assets, acquisition and divestiture-related costs, restructuring and other related charges (including, but not limited to, asset impairment charges, employee severance costs, and facilities related charges), resolution of legal matters, 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 2021, a non-GAAP tax rate of 5.0% has been applied to the non-GAAP financial results.

Marvell believes that the presentation of non-GAAP financial measures provides important supplemental information to management and investors regarding financial and business trends relating to Marvell's financial condition and results of operations. While Marvell uses non-GAAP financial measures as a tool to enhance its understanding of certain aspects of its financial performance, Marvell does not consider these measures to be a substitute for, or superior to, financial measures calculated in accordance with GAAP. Consistent with this approach, Marvell believes that disclosing non-GAAP financial measures to the readers of its financial statements provides such readers with useful supplemental data that, while not a substitute for GAAP financial measures, allows for greater transparency in the review of its financial and operational performance.

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

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

Non-GAAP financial measures have limitations in that they do not reflect all of the costs associated with the operations of Marvell's business as determined in accordance with GAAP. As a result, you should not consider these measures in isolation or as a substitute for analysis of Marvell's results as reported under GAAP. The exclusion of the above items from our GAAP financial metrics does not necessarily mean that these costs are unusual or infrequent.

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. 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: risks related to the impact on our business of the novel coronavirus (COVID-19) pandemic which have impacted, and may continue to impact, our workforce and operations and the transportation and manufacturing of our products; risks related to the impact of the COVID-19 pandemic which have impacted, and may continue to impact the operations of our customers, distributors, vendors, suppliers, and partners; increased disruption and volatility in the capital markets and credit markets as a result of COVID-19, which could adversely affect our liquidity and capital resources; the impact of COVID-19, or other future pandemics, on the U.S. and global economies; disruptions caused by COVID-19 resulting in worker absenteeism, quarantines and restrictions on our employees' ability to work, innovate, collaborate, and travel; the effects that the current credit and market conditions caused by, or resulting from, COVID-19 could have on the liquidity and financial condition of our customers and suppliers, including any impact on their ability to meet their contractual obligations; the impact of international conflict and economic volatility in either domestic or foreign markets including risks related to trade conflicts, regulations, and tariffs, including but not limited to, restrictions imposed on our Chinese customers; the risks associated with manufacturing and selling products and customers' products outside of the United States; Marvell's ability to define, design and develop products for the 5G market; Marvell's ability to market its 5G products to Tier 1 infrastructure customers; extension of lead time due to supply chain disruptions or component shortages that may impact the production of our products and any constrained availability from other electronic suppliers impacting our customers' ability to ship their products, which in turn may adversely impact our sales to those customers; Marvell's reliance on independent foundries and subcontractors for the manufacture, assembly and testing of our products; cancellations, rescheduling or deferrals of significant customer orders or shipments, as well as the ability of our customers to manage inventory; our ability to realize the expected benefits from restructuring activities; the effects of transitioning to smaller geometry process technologies; 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 risk of downturns in the highly cyclical semiconductor industry; the risk that the company may not realize the anticipated benefits of the acquisitions of Aquantia Corp. and the Application Specific Integrated Circuit (ASIC) business of GLOBALFOUNDRIES and the divestiture to NXP (collectively, the "Transactions"); the effect of the consummation of the Transactions on the company's business relationships, operating results, and business generally; potential difficulties in employee retention as a result of the Transactions; the ability of Marvell to implement its plans, forecasts, and other expectations with respect to the Transactions and realize the anticipated synergies and cost savings in the time frame anticipated; 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; the impact and costs associated with changes in international financial and regulatory conditions; Marvell's ability and the ability of its customers to successfully compete in the markets in which it serves; 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; risks associated with acquisition and consolidation activity in the semiconductor industry; the effects of any other potential acquisitions, divestitures or investments; Marvell's ability to protect its intellectual property; Marvell's maintenance of an effective system of internal controls; severe financial hardship or bankruptcy of one or more of Marvell's major customers; 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 1, 2020 as filed with the SEC on March 23, 2020, Marvell's Quarterly Report on Form 10-Q for the fiscal quarter ended May 2, 2020 as filed with the SEC on May 29, 2020, and other factors detailed from time to time in Marvell's filings with the SEC. Marvell undertakes no obligation to revise or publicly update 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, processing, networking, security 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 1,                                     May 2,                                    August 3,                     August 1,                           August 3,
                                                 2020                               2020                                          2019                2020                          2019



     Net revenue                                       $
        727,297                                                 $
            693,641                          $
            656,568                    $
            1,420,938     $
         1,319,020



     Cost of goods sold                      368,041                              366,739                                                  305,866                         734,780          606,890



     Gross profit                            359,256                              326,902                                                  350,702                         686,158          712,130





     Operating expenses:



     Research and development                277,139                              279,584                                                  266,354                         556,723          533,221



     Selling, general and administrative     112,794                              122,027                                                  113,990                         234,821          223,995



     Restructuring related charges           120,590                               21,287                                                   16,586                         141,877           22,268



     Total operating expenses                510,523                              422,898                                                  396,930                         933,421          779,484



     Operating loss                        (151,267)                            (95,996)                                                (46,228)                       (247,263)        (67,354)



     Interest income                             577                                1,058                                                    1,077                           1,635            2,345



     Interest expense                       (15,635)                            (16,830)                                                (20,531)                        (32,465)        (41,734)



     Other income (loss), net                  (440)                               3,754                                                  (2,197)                          3,314          (2,313)



     Interest and other income (loss), net  (15,498)                            (12,018)                                                (21,651)                        (27,516)        (41,702)



     Loss before income taxes              (166,765)                           (108,014)                                                 (67,879)                       (274,779)       (109,056)



     Provision (benefit) for income taxes    (8,872)                               5,019                                                 (10,548)                         (3,853)         (3,275)



     Net loss                                        $
        (157,893)                                              $
            (113,033)                        $
            (57,331)                   $
            (270,926)    $
         (105,781)





     Net loss per share - basic:                        $
        (0.24)                                                 $
            (0.17)                          $
            (0.09)                      $
            (0.41)       $
         (0.16)





     Net loss per share - diluted:                      $
        (0.24)                                                 $
            (0.17)                          $
            (0.09)                      $
            (0.41)       $
         (0.16)





     Weighted average shares:



     Basic                                   667,574                              663,547                                                  663,603                         665,541          661,280



     Diluted                                 667,574                              663,547                                                  663,603                         665,541          661,280


                                                        
        
               Marvell Technology Group Ltd.


                                                  
          
         Condensed Consolidated Balance Sheets (Unaudited)


                                                           
           
                (In thousands)




                                                                                      August 1,                                    February 1,

                                                                                           2020                             2020



     
                Assets



     Current assets:



     Cash and cash equivalents                                                                      $
              831,534                        $
        647,604



     Accounts receivable, net                                                          483,542                            492,346



     Inventories                                                                       262,875                            322,980



     Prepaid expenses and other current assets                                          54,136                             74,567



     Total current assets                                                            1,632,087                          1,537,497



     Property and equipment, net                                                       335,035                            357,092



     Goodwill                                                                        5,337,405                          5,337,405



     Acquired intangible assets, net                                                 2,489,815                          2,764,600



     Deferred tax assets                                                               645,633                            639,791



     Other non-current assets                                                          486,507                            496,850



     Total assets                                                                                $
              10,926,482                     $
        11,133,235




                   Liabilities and Shareholders' Equity



     Current liabilities:



     Accounts payable                                                                               $
              238,537                        $
        213,747



     Accrued liabilities                                                               406,804                            346,639



     Accrued employee compensation                                                     131,241                            149,780



     Short-term debt                                                                   448,248



     Total current liabilities                                                       1,224,830                            710,166



     Long-term debt                                                                    992,436                          1,439,024



     Other non-current liabilities                                                     291,679                            305,465



     Total liabilities                                                               2,508,945                          2,454,655





     Shareholders' equity:



     Common shares                                                                       1,340                              1,328



     Additional paid-in capital                                                      6,225,242                          6,135,939



     Accumulated other comprehensive income                                                450



     Retained earnings                                                               2,190,505                          2,541,313



     Total shareholders' equity                                                      8,417,537                          8,678,580



     Total liabilities and shareholders' equity                                                  $
              10,926,482                     $
        11,133,235


                                                                                          
              
                Marvell Technology Group Ltd.


                                                                             
            
                Condensed Consolidated Statements of Cash Flows (Unaudited)


                                                                                                 
              
                (In thousands)




                                                                                    Three Months Ended                                                                       Six Months Ended



                                                                      August 1,                                                 August 3,                                       August 1,             August 3,
                                                                           2020                                       2019                                          2020                      2019




     
                Cash flows from operating activities:



     Net loss                                                                  $
              (157,893)                                      $
              (57,331)                                    $
              (270,926)    $
        (105,781)


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



     Depreciation and amortization                                      51,605                                       37,926                                         102,088                                         76,580



     Share-based compensation                                           62,586                                       63,676                                         122,273                                        122,274



     Amortization of acquired intangible assets                        111,579                                       80,967                                         224,501                                        160,707


      Amortization of inventory fair value adjustment associated with
       acquisitions                                                                                                                                                 17,284



     Restructuring related impairment charges                          114,723                                        6,281                                         117,546                                         10,097



     Other expense, net                                                  6,282                                        5,773                                          14,910                                         14,534



     Deferred income taxes                                             (2,816)                                     (1,982)                                          (444)                                         2,374



     Changes in assets and liabilities:



     Accounts receivable                                              (14,782)                                      17,601                                           8,804                                         40,376



     Inventories                                                          (33)                                     (7,174)                                         35,801                                          8,674



     Prepaid expenses and other assets                                   3,679                                     (15,997)                                        (3,015)                                       (7,993)



     Accounts payable                                                   33,204                                       24,370                                          29,647                                         22,497



     Accrued liabilities and other non-current liabilities              10,732                                     (49,188)                                         21,528                                       (80,117)



     Accrued employee compensation                                       6,964                                     (31,782)                                       (18,539)                                      (25,266)



     Net cash provided by operating activities                         225,830                                       73,140                                         401,458                                        238,956



     
                Cash flows from investing activities:



     Purchases of technology licenses                                  (3,080)                                        (38)                                        (6,764)                                       (1,522)



     Purchases of property and equipment                              (17,540)                                    (23,010)                                       (52,883)                                      (42,193)



     Other, net                                                             34                                         (47)                                            699                                          (389)



     Net cash used in investing activities                            (20,586)                                    (23,095)                                       (58,948)                                      (44,104)



     
                Cash flows from financing activities:



     Repurchases of common stock                                                                                  (16,250)                                       (25,202)                                      (64,272)



     Proceeds from employee stock plans                                 42,776                                       50,230                                          48,234                                         81,314


      Tax withholding paid on behalf of employees for net share
       settlement                                                      (25,213)                                    (32,884)                                       (56,714)                                      (61,642)



     Dividend payments to shareholders                                (40,119)                                    (39,889)                                       (79,882)                                      (79,356)



     Payments on technology license obligations                       (18,702)                                    (13,056)                                       (42,509)                                      (28,324)



     Principal payments of debt                                                                                                                                                                                (50,000)



     Other, net                                                                                                      3,407                                         (2,507)                                       (1,486)



     Net cash used in financing activities                            (41,258)                                    (48,442)                                      (158,580)                                      (203,766)



     Net increase (decrease) in cash and cash equivalents              163,986                                        1,603                                         183,930                                        (8,914)



     Cash and cash equivalents at beginning of period                  667,548                                      571,893                                         647,604                                        582,410



     Cash and cash equivalents at end of period                                  $
              831,534                                        $
              573,496                                       $
              831,534     $
          573,496


                                                                                                                            
         
                Marvell Technology Group Ltd.


                                                                                                                        
        
           Reconciliations from GAAP to Non-GAAP (Unaudited)


                                                                                                                          
        
              (In thousands, except per share amounts)




                                                                                         
     
     Three Months Ended                                                                                          
       
     Six Months Ended


                                                             August 1,                         May 2,                            August 3,                                                  August 1,                August 3,
                                                                  2020                            2020                                  2019                                                        2020                      2019





     GAAP gross profit:                                                 $
          359,256                                                        $
              326,902                                                                 $
              350,702                        $
              686,158       $
              712,130



     Special items:



     Share-based compensation                                   4,082                                            3,538                                                                           3,662                                            7,620              6,588


      Amortization of acquired intangible assets                85,225                                           86,567                                                                          61,132                                          171,792            121,038



     Other cost of goods sold (a)                              11,630                                           18,562                                                                                                                          30,192                450



     Total special items                                      100,937                                          108,667                                                                          64,794                                          209,604            128,076



     Non-GAAP gross profit                                              $
          460,193                                                        $
              435,569                                                                 $
              415,496                        $
              895,762       $
              840,206





     GAAP gross margin                                 49.4
            %                                  47.1
            %                                                                 53.4
            %                                  48.3
            %    54.0
            %



     Non-GAAP gross margin                             63.3
            %                                  62.8
            %                                                                 63.3
            %                                  63.0
            %    63.7
            %









     Total GAAP operating expenses                                      $
          510,523                                                        $
              422,898                                                                 $
              396,930                        $
              933,421       $
              779,484



     Special items:



     Share-based compensation                                (58,504)                                        (56,149)                                                                       (60,014)                                       (114,653)         (115,686)



     Restructuring related charges (b)                      (120,590)                                        (21,287)                                                                       (16,586)                                       (141,877)          (22,268)


      Amortization of acquired intangible assets              (26,354)                                        (26,355)                                                                       (19,835)                                        (52,709)          (39,669)



     Other operating expenses (c)                             (8,125)                                        (19,403)                                                                       (20,676)                                        (27,528)          (27,245)



     Total special items                                    (213,573)                                       (123,194)                                                                      (117,111)                                       (336,767)         (204,868)



     Total non-GAAP operating expenses                                  $
          296,950                                                        $
              299,704                                                                 $
              279,819                        $
              596,654       $
              574,616









     GAAP operating margin                                     (20.8)                                          (13.8)                                                                          (7.0)                                          (17.4)             (5.1)
                                                                     %                                               %                                                                              %                                               %                 %



     Other cost of goods sold (a)                       1.6
            %                                   2.7
            %                                                                                     %                            2.1
            %                                %



     Share-based compensation                           8.6
            %                                   8.6
            %                                                                  9.7
            %                                   8.6
            %     9.3
            %



     Restructuring related charges (b)                 16.6
            %                                   3.1
            %                                                                  2.5
            %                                  10.0
            %     1.7
            %


      Amortization of acquired intangible assets        15.3
            %                                  16.3
            %                                                                 12.3
            %                                  15.8
            %    12.2
            %



     Other operating expenses (c)                       1.1
            %                                   2.7
            %                                                                  3.2
            %                                   2.0
            %     2.0
            %



     Non-GAAP operating margin                         22.4
            %                                  19.6
            %                                                                 20.7
            %                                  21.1
            %    20.1
            %




      GAAP interest and other income (loss), net                        $
          (15,498)                                                      $
              (12,018)                                                               $
              (21,651)                      $
              (27,516)     $
              (41,702)



     Special items:


      Restructuring and other related items (d)                                                                    434                                                                              75                                              434              (263)



     Write-off of debt issuance costs (e)                                                                                                                                                                                                                          458



     Deal costs (f)                                                                                                                                                                            1,009                                                              1,009



     Total special items                                                                                          434                                                                           1,084                                              434              1,204


      Total non-GAAP interest and other income (loss),
       net                                                              $
          (15,498)                                                      $
              (11,584)                                                               $
              (20,567)                      $
              (27,082)     $
              (40,498)









     GAAP net loss                                                    $
          (157,893)                                                     $
              (113,033)                                                               $
              (57,331)                     $
              (270,926)    $
              (105,781)



     Special items:



     Other cost of goods sold (a)                              11,630                                           18,562                                                                                                                          30,192                450



     Share-based compensation                                  62,586                                           59,687                                                                          63,676                                          122,273            122,274


      Restructuring related charges in operating
       expenses (b)                                            120,590                                           21,287                                                                          16,586                                          141,877             22,268



     Other operating expenses (c)                               8,125                                           19,403                                                                          20,676                                           27,528             27,245


      Restructuring and other related items in interest
       and other income, net (d)                                                                                   434                                                                              75                                              434              (263)


      Amortization of acquired intangible assets               111,579                                          112,922                                                                          80,967                                          224,501            160,707



     Write-off of debt issuance costs (e)                                                                                                                                                                                                                          458


      Transaction costs included in interest and other
       income, net (f)                                                                                                                                                                          1,009                                                              1,009



     Pre-tax total special items                              314,510                                          232,295                                                                         182,989                                          546,805            334,148


      Other income tax effects and adjustments (g)            (16,226)                                         (1,229)                                                                       (15,728)                                        (17,455)          (13,404)



     Non-GAAP net income                                                $
          140,391                                                        $
              118,033                                                                 $
              109,930                        $
              258,424       $
              214,963









     GAAP weighted average shares - basic                     667,574                                          663,547                                                                         663,603                                          665,541            661,280



     GAAP weighted average shares - diluted                   667,574                                          663,547                                                                         663,603                                          665,541            661,280


      Non-GAAP weighted average shares - diluted (h)           678,304                                          670,841                                                                         675,755                                          674,553            673,399





     GAAP diluted net loss per share                                     $
          (0.24)                                                        $
              (0.17)                                                                 $
              (0.09)                        $
              (0.41)       $
              (0.16)



     Non-GAAP diluted net income per share                                 $
          0.21                                                           $
              0.18                                                                    $
              0.16                           $
              0.38          $
              0.32



     (a) Other costs of goods sold includes
          inventory write-downs and
          amortization of acquired inventory
          fair value adjustments.


     (b) Restructuring related charges include
          asset impairment charges (including
          asset impairment charges due to
          changes to the scope of the server
          processor product line), employee
          severance costs, facilities related
          charges, and other.


     (c) Other operating expenses include
          integration costs associated with
          recent acquisitions.


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


     (e) Write-off of debt issuance costs is
          associated with partial term loan
          repayment.


     (f) Deal costs include transaction costs
          incurred in connection with
          divestiture of the Wi-Fi
          Connectivity business.


     (g) Other income tax effects and
          adjustments relate to tax provision
          based on a non-GAAP income tax rate
          of 5.0% for the three and six months
          ended August 1, 2020 and three months
          ended May 2, 2020. Other income tax
          effects and adjustments relate to tax
          provision based on a non-GAAP income
          tax rate of 4.5% for the three and
          six months ended August 3, 2019.


     (h) Non-GAAP diluted weighted average
          shares differs from GAAP diluted
          weighted average shares due to the
          non-GAAP net income reported.


                                   
              
                Marvell Technology Group Ltd.


                         
              
                 Outlook for the Third Quarter of Fiscal Year 2021


                         
              
                Reconciliations from GAAP to Non-GAAP (Unaudited)


                              
              
                 (In millions, except per share amounts)






                                                                 
              
                Outlook for Three Months Ended
                                                                             
                October 31, 2020



                   GAAP revenue                                                                                        $750 +/- 5%



     Special items:                                                                                                             -




     Non-GAAP revenue                                                                                                 $750 +/- 5%




                   GAAP gross margin                                                                                        ~51.4%



     Special items:


      Share-based compensation                                                                                                0.5%


      Amortization of acquired
       intangible assets                                                                                                     11.1%



      Non-GAAP gross margin                                                                                                   ~63%




                   Total GAAP operating expenses                                    
              ~$368



     Special items:


      Share-based compensation                                                                                                  56


      Amortization of acquired
       intangible assets                                                                                                        26


      Restructuring related charges                                                                                              2


      Other operating expenses                                                                                                   4



      Total non-GAAP operating
       expenses                                                                     
              ~$280






                   GAAP diluted net income (loss)
                    per share                                                                          
               $(0.04) - $0.04



     Special items:


      Share-based compensation                                                                                                0.09


      Amortization of acquired
       intangible assets                                                                                                      0.16


      Other operating expenses                                                                                                0.01


      Other income tax effects and
       adjustments                                                                                                          (0.01)



      Non-GAAP diluted net income
       per share                                                                                          
              $0.22 - $0.28


                                                      
           
           Quarterly Revenue Trend (Unaudited)


                                                              
         
                (In thousands)




                              
      
            Three Months Ended                                                    % Change


                    August 1,                                May 2,                                   August 3,          YoY             QoQ

                         2020                       2020                                      2019


     Networking (1)           $
      406,008                                       $
              393,920                          $
     329,605        23    3
                                                                                                                                             %
                                                                                                                                                   %


     Storage (2)      290,495                      258,688                                             274,905                         6        12
                                                                                                                                    %
                                                                                                                                             %


        Total Core    696,503                      652,608                                             604,510                        15         7
                                                                                                                                    %
                                                                                                                                             %


     Other (3)         30,794                       41,033                                              52,058                      (41)     (25)

                                                                                                                                    %        %


     Total Revenue            $
      727,297                                       $
              693,641                          $
     656,568        11    5
                                                                                                                                             %
                                                                                                                                                   %

                                                                                                                                                       ===


                                       Three Months Ended


                  % of Total August 1,                    May 2,      August 3,
                                  2020                       2020            2019


     Networking (1)                 56                             57              50

                                     %                             %              %


     Storage (2)                    40                             37              42

                                     %                             %              %


        Total Core                  96                             94              92

                                     %                             %              %


     Other (3)                       4                              6               8

                                     %                             %              %


     Total Revenue                 100                            100             100

                                     %                             %              %



                            (1) Networking products are
                             comprised primarily of Ethernet
                             Solutions, Embedded Processors and
                             Custom ASICs.


                            (2) Storage products are comprised
                             primarily of Storage Controllers
                             and Fibre Channel Adapters.


                            (3) Other products are comprised
                             primarily of Printer Solutions.

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

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SOURCE Marvell