mrvl-20200827

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 8-K

_________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: August 27, 2020

(Date of earliest event reported)

_________________________

MARVELL TECHNOLOGY GROUP LTD.

(Exact name of registrant as specified in its charter)

_________________________

Bermuda

0-30877

77-0481679

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)

Canon’s Court

22 Victoria Street

Hamilton HM 12

Bermuda

(Address of principal executive offices, including Zip Code)

(441) 296-6395

(Registrant’s telephone number, including area code)

_________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Shares

MRVL

The Nasdaq Stock Market, LLC

Item 2.02 Results of Operations and Financial Condition.

The information in Item 2.02 of this Current Report, including the accompanying Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18. The information in Item 2.02 of this Current Report shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing.

On August 27, 2020, Marvell Technology Group Ltd. (“Marvell”) issued a press release reporting its financial results for the second quarter of fiscal 2021 ended August 1, 2020. A copy of the press release is furnished herewith as Exhibit 99.1.

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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated August 27, 2020, titled “Marvell Technology Group Ltd. Reports Second Quarter of Fiscal Year 2021 Financial Results”

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MARVELL TECHNOLOGY GROUP LTD.

Date: August 27, 2020

By:

/s/ JEAN HU

Jean Hu

Chief Financial Officer

Document

Exhibit 99.1

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

Financial Results

•Q2 Revenue: $727 million

•Q2 Gross Margin: 49.4% GAAP gross margin; 63.3% non-GAAP gross margin

•Q2 Diluted income (loss) per share: $(0.24) GAAP diluted loss per share; $0.21 non-GAAP diluted income per share

•Cash and short-term investments: $832 million

Santa Clara, Calif. (August 27, 2020) - 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

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


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

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


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

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, 2020		May 2, 2020		August 3, 2019		YoY		QoQ
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, 2020		May 2, 2020		August 3, 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

Cover Page	Aug. 27, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 27, 2020
Entity Registrant Name	MARVELL TECHNOLOGY GROUP LTD
Entity Central Index Key	0001058057
Amendment Flag	false
Entity Incorporation, State or Country Code	D0
Entity File Number	0-30877
Entity Tax Identification Number	77-0481679
Entity Address, Address Line One	Canon’s Court
Entity Address, Address Line Two	22 Victoria Street
Entity Address, City or Town	Hamilton
Entity Address, Postal Zip Code	HM 12
Entity Address, Country	BM
City Area Code	441
Local Phone Number	296-6395
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Shares
Trading Symbol	MRVL
Security Exchange Name	NASDAQ