MARVELL TECHNOLOGY GROUP LTD (Form: 10-Q, Received: 06/05/2017 16:06:46)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 29, 2017



¨	TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 000-30877

Marvell Technology Group Ltd.

(Exact name of registrant as specified in its charter)



Bermuda		77-0481679
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda

(441) 296-6395

(Address of principal executive offices, Zip Code and registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ý Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ý Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer	ý	Accelerated filer	¨

Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨
		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. ¨

The number of common shares of the registrant outstanding as of May 30, 2017 was 502.6 million shares.

Table of Contents

TABLE OF CONTENTS



		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Unaudited Condensed Consolidated Balance Sheets as of April 29, 2017 and January 28, 2017	2
	Unaudited Condensed Consolidated Statements of Operations for the three months ended April 29, 2017 and April 30, 2016	3
	Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended April 29, 2017 and April 30, 2016	4
	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended April 29, 2017 and April 30, 2016	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 6.	Exhibits	48
	Signatures	49

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PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

MARVELL TECHNOLOGY GROUP LTD.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value per share)



	April 29, 2017			January 28, 2017
ASSETS
Current assets:
Cash and cash equivalents	$	725,962		$	814,092
Short-term investments	923,449			854,268
Accounts receivable, net	357,147			335,384
Inventories	178,145			171,969
Prepaid expenses and other current assets	44,577			58,771
Assets held for sale	39,708			45,846
Total current assets	2,268,988			2,280,330
Property and equipment, net	239,358			243,397
Goodwill and acquired intangible assets, net	2,005,912			2,006,984
Other non-current assets	121,979			117,939
Total assets	$	4,636,237		$	4,648,650

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	179,017		$	143,484
Accrued liabilities	154,315			143,491
Accrued employee compensation	132,118			139,647
Deferred income	74,064			68,124
Liabilities held for sale	746			1,670
Total current liabilities	540,260			496,416
Non-current income taxes payable	62,720			60,646
Other non-current liabilities	71,411			63,937
Total liabilities	674,391			620,999
Commitments and contingencies (Note 9)
Shareholders’ equity:
Common shares, $0.002 par value	1,001			1,012
Additional paid-in capital	2,876,507			3,016,775
Accumulated other comprehensive income (loss)	(164		)	23
Retained earnings	1,084,502			1,009,841
Total shareholders’ equity	3,961,846			4,027,651

Total liabilities and shareholders’ equity	$	4,636,237		$	4,648,650

See accompanying notes to unaudited condensed consolidated financial statements

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MARVELL TECHNOLOGY GROUP LTD.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)



	Three Months Ended
	April 29, 2017		April 30, 2016
Net revenue	$	579,180	$	519,383
Cost of goods sold	230,549		244,354
Gross profit	348,631		275,029
Operating costs and expenses:
Research and development	193,027		226,541
Selling, general and administrative	55,211		64,163
Restructuring related charges	1,505		4,441
Total operating expenses	249,743		295,145
Operating income (loss)	98,888		(20,116		)
Interest and other income, net	3,333		1,488
Income (loss) from continuing operations before income taxes	102,221		(18,628		)
Provision (benefit) for income taxes	5,251		(5,357		)
Income (loss) from continuing operations	96,970		(13,271		)
Income (loss) from discontinued operations, net of tax	9,651		(9,408		)
Net income (loss)	$	106,621	$	(22,679	)

Net income (loss) per share - Basic:
Continuing operations	$	0.19	$	(0.03	)
Discontinued operations	$	0.02	$	(0.02	)
Net income (loss) per share - basic	$	0.21	$	(0.04	)

Net income (loss) per share - Diluted:
Continuing operations	$	0.19	$	(0.03	)
Discontinued operations	$	0.02	$	(0.02	)
Net income (loss) per share - diluted	$	0.21	$	(0.04	)

Weighted average shares:
Basic	503,790		508,794
Diluted	517,592		508,794

Cash dividends declared per share	$	0.06	$	0.06

See accompanying notes to unaudited condensed consolidated financial statements

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MARVELL TECHNOLOGY GROUP LTD.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)



	Three Months Ended
	April 29, 2017			April 30, 2016
Net income (loss)	$	106,621		$	(22,679	)
Other comprehensive income (loss), net of tax:
Net change in unrealized gain (loss) on marketable securities	(673		)	2,433
Net change in unrealized gain on cash flow hedges	1,758			584
Net change in pension liability	(1,272		)	—
Other comprehensive income (loss), net of tax	(187		)	3,017
Comprehensive income (loss), net of tax	$	106,434		$	(19,662	)

See accompanying notes to unaudited condensed consolidated financial statements

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MARVELL TECHNOLOGY GROUP LTD.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)



	Three Months Ended
	April 29, 2017			April 30, 2016
Cash flows from operating activities:
Net income (loss)	$	106,621		$	(22,679	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	20,742			27,114
Share-based compensation	24,017			24,453
Amortization and write-off of acquired intangible assets	1,071			2,946
Restructuring related charges	(516		)	896
Deferred income taxes and other	(11,109		)	(1,115		)
Gain on sale of a business	(8,155		)	—
Changes in assets and liabilities:
Accounts receivable	(21,763		)	42,642
Inventories	(11,542		)	13,598
Prepaid expenses and other assets	6,422			(13,217		)
Accounts payable	31,423			19,922
Accrued liabilities	448			(22,502		)
Carnegie Mellon University accrued litigation settlement	—			(736,000		)
Accrued employee compensation	(7,529		)	7,152
Deferred income	5,016			(1,234		)
Net cash provided by (used in) operating activities	135,146			(658,024		)
Cash flows from investing activities:
Purchases of available-for-sale securities	(198,416		)	(93,365		)
Sales of available-for-sale securities	78,764			272,271
Maturities of available-for-sale securities	82,235			97,788
Purchase of time deposits	(75,000		)	(50,000		)
Maturities of time deposits	75,000			—
Purchases of technology licenses	(1,093		)	(4,050		)
Purchases of property and equipment	(10,026		)	(11,868		)
Net proceeds from sale of a business	22,954			—
Other	7,275			—
Net cash provided by (used in) investing activities	(18,307		)	210,776
Cash flows from financing activities:
Repurchases of common stock	(166,293		)	—
Proceeds from employee stock plans	19,939			315
Minimum tax withholding paid on behalf of employees for net share settlement	(21,809		)	(15,270		)
Dividend payments to shareholders	(29,991		)	(30,461		)
Payments on technology license obligations	(6,815		)	(5,294		)
Net cash used in financing activities	(204,969		)	(50,710		)
Net decrease in cash and cash equivalents	(88,130		)	(497,958		)
Cash and cash equivalents at beginning of period	814,092			1,278,180
Cash and cash equivalents at end of period	$	725,962		$	780,222

See accompanying notes to unaudited condensed consolidated financial statements

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MARVELL TECHNOLOGY GROUP LTD.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Basis of Presentation

The unaudited condensed consolidated financial statements of Marvell Technology Group Ltd., a Bermuda exempted company, and its wholly owned subsidiaries (the “Company”), as of and for the three months ended April 29, 2017, have been prepared as required by the U.S. Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted as permitted by the SEC. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company's fiscal year 2017 audited financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended January 28, 2017 . In the opinion of management, the financial statements include all adjustments, including normal recurring adjustments and other adjustments, that are considered necessary for fair presentation of the Company’s financial position and results of operations. All inter-company accounts and transactions have been eliminated. Operating results for the periods presented herein are not necessarily indicative of the results that may be expected for the entire year. Certain prior year amounts have been reclassified to conform to current year presentation. These amounts were not material to any of the periods presented.

The Company’s fiscal year is the 52- or 53-week period ending on the Saturday closest to January 31. Accordingly, every fifth or sixth fiscal year will have a 53-week period. The additional week in a 53-week year is added to the fourth quarter, making such quarter consist of 14 weeks. Fiscal 2017 had a 52-week year. Fiscal 2018 is a 53-week year.

During the first fiscal quarter of 2018, the Company recorded certain out-of-period adjustments of $4.7 million related to revenue-related accruals and $3.2 million related to other expenses. The net effect of these out-of-period adjustments resulted in a $7.9 million increase in income from continuing operations for the quarter ended April 29, 2017 and an increase in earnings per share from continuing operations of $0.02 per share, as well as contributing to the increase in revenue and gross margin for the quarter.

Note 2. Recent Accounting Pronouncements

Accounting Pronouncements Recently Adopted

In July 2015, the FASB issued an amendment to its guidance regarding the subsequent measurement of inventory. Historically, inventory was measured at the lower of cost or market. Market could be replacement cost, net realizable value or net realizable value less an approximately normal profit margin. Under the amended guidance, inventory is to be measured at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This amendment applies to inventories for which cost is determined by methods other than last-in first-out and the retail inventory method. This standard is effective for annual and interim reporting periods beginning after December 15, 2016. Adoption of this guidance in the Company's first quarter of fiscal 2018 did not have a material effect on the consolidated financial statements.

In March 2016, the FASB issued new guidance that simplifies several aspects of the accounting for share-based payment award transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. Under the new guidance, excess tax benefits and tax deficiencies will be recognized in the income statement as they occur. This replaced the previous guidance which requires tax benefits that exceed compensation cost (‘windfalls’) to be recognized in additional paid in capital. It also eliminates the need to maintain a “windfall pool,” and removes the requirement to delay recognizing a windfall until it reduces current taxes payable. The new guidance also changed the cash flow presentation of excess tax benefits, classifying them as operating activities consistent with other cash flows related to income taxes. The guidance is effective for annual and interim reporting periods beginning after December 15, 2016. The adoption of the standard did not have a material effect on the consolidated financial statements in the Company's first quarter of fiscal year 2018. Previously, the Company had disclosed its determination to account for forfeitures based on estimated forfeiture rate. However, based on further analysis of the potential prospective effects on the financial statements, and based on management’s use of such measures in GAAP and non-GAAP financial analysis, the Company subsequently elected to adopt the standard by recognizing forfeitures as incurred. As such, the Company applied the modified retrospective method of adoption for forfeitures in accordance with the guidance and recorded $2 million cumulative effect adjustment to retained earnings. The Company elected to adopt the cash flow statement presentation of excess tax benefits on a prospective basis as allowed by the new guidance.

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MARVELL TECHNOLOGY GROUP LTD.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

In January 2017, the FASB issued guidance simplifying the test for goodwill impairment. This guidance eliminates Step 2 from the goodwill impairment test i.e. determining the implied fair value of the reporting unit’s goodwill and comparing it to the carrying value of goodwill, instead requiring an entity to recognize a goodwill impairment charge for the amount by which the goodwill carrying amount exceeds the reporting unit’s fair value. This guidance is effective for interim and annual goodwill impairment tests in fiscal years beginning after December 15, 2019, and early adoption is permitted. This guidance must be applied on a prospective basis. The Company adopted this guidance beginning in the first quarter of fiscal 2018. The adoption of this guidance had no effect on the Company’s consolidated financial statements.

Accounting Pronouncements Not Yet Effective

In May 2014, the FASB issued a new accounting standard on the recognition of revenue from contracts with customers that will supersede nearly all existing revenue recognition guidance under GAAP. The new standard will require an entity to recognize revenue from the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance addresses, in particular, contracts with more than one performance obligation, as well as the accounting for certain costs to obtain or fulfill a contract with a customer, and provides for additional disclosures with respect to revenue and cash flows arising from contracts with customers. Public entities are required to apply the amendments on either a full or modified retrospective basis for annual periods beginning after December 15, 2017 and for interim periods within those annual periods. This update will be effective for the Company beginning in the first quarter of fiscal year 2019. The Company plans to adopt the standard on a modified retrospective basis, with the cumulative effect recognized at adoption. This plan of adoption is a change in the method that the Company had previously disclosed and is a result of the continued assessment and evaluation of the impacts of implementation on the Company.

The Company’s initial assessment has identified a change in revenue recognition timing on our component sales made to distributors. The Company expects to recognize revenue when the Company delivers to the distributor rather than deferring recognition until the distributor sells the components. Other changes may be identified as the Company continues completion of the assessment and implementation planning phases. On the date of initial adoption, the Company will remove the deferred net revenue on component sales made to distributors through a cumulative adjustment to retained earnings. The Company expects the revenue and corresponding cost of goods sold deferral to be offset by the acceleration of revenue recognition as control of the product transfers to the Company's customer.

To date, the Company has completed the assessment phase of its revenue project and is currently in the implementation, planning, design and development phase, identifying systems and process changes necessary to enable compliance with the new standard. As a result of further analysis of the requirements of the new standard, the Company has decided to apply the amendments on a modified retrospective basis, although it may decide to change at a later date. The Company will continue to monitor relevant elements and finalize its evaluation of any changes to its accounting policies and disclosures.

In January 2016, the FASB issued an accounting standard update that changes the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. The accounting standard update will be effective for the Company beginning in the first quarter of fiscal 2019, and early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements.

In February 2016, the FASB issued a new standard on the accounting for leases, which requires a lessee to record a right-of-use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than twelve months. The standard also expands the required quantitative and qualitative disclosures for lease arrangements. The standard is effective for the Company beginning in the first quarter of fiscal year 2020. The Company is currently evaluating the effect this new guidance will have on its consolidated financial statements.

In June 2016, the FASB issued a new standard requiring financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The standard eliminates the probable initial recognition in current GAAP and reflects an entity’s current estimate of all expected credit losses. The measurement of expected credit losses is based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets. The standard is effective for the Company beginning in the first quarter of fiscal year 2021. The Company does not expect the adoption of this guidance will have a material effect on its consolidated financial statements.

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MARVELL TECHNOLOGY GROUP LTD.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

In August 2016, the FASB issued an accounting standards update to add or clarify guidance on the classification of certain cash receipts and cash payments in the statement of cash flows. The amendments in the update provide guidance on eight specific cash flow issues and is effective for the Company beginning in the first quarter of fiscal year 2019. Early adoption is permitted, including adoption in an interim period. The amendments to the guidance should be applied using a retrospective transition method for each period presented and, if it is impracticable to apply all of the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company does not expect the adoption of this guidance to have a material effect on the Company's consolidated financial statements.

In October 2016, the FASB issued new guidance that simplifies the accounting for the income tax effects of intra-entity transfers and will require companies to recognize the income tax effects of intra-entity transfers of assets other than inventory when the transfer occurs. Previous guidance required companies to defer the income tax effects of intra-entity transfers of assets until the asset had been sold to an outside party or otherwise recognized. The guidance is effective for the Company beginning in the first quarter of fiscal year 2019. Early adoption is permitted, including adoption in an interim period. The Company does not expect the adoption of this guidance to have a material effect on its consolidated financial statements.

In November 2016, the FASB issued new guidance that requires entities to include in their cash and cash-equivalent balances in the statement of cash flows those amounts that are deemed to be restricted cash and restricted cash equivalents. As a result, companies will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. The guidance is effective for the Company beginning in the first quarter of fiscal year 2019. Early adoption is permitted, including adoption in an interim period. The Company does not expect the adoption of this guidance to have a material effect on its consolidated financial statements.

In January 2017, the FASB issued an accounting standards update that revises the definition of a business. The amendments provide a more robust framework for determining when a set of assets and activities is a business. The update is intended to help companies evaluate whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The guidance is effective for annual and interim periods beginning after December 15, 2018. Early adoption is permitted for certain transactions, as specifically described in the guidance. The Company is evaluating the effect this new guidance will have on its consolidated financial statements.

In May 2017, the FASB issued an accounting standards update that provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. Unless the changes in terms or conditions meet all three criteria outlined in the guidance, modification accounting should be applied. The three criteria relate to changes in the terms and conditions that affect the fair value, vesting conditions, or classification of a share-based payment award. The amendment is effective for the Company beginning in the first quarter of fiscal year 2019. Early adoption is permitted. The guidance is required to be applied prospectively to an award modified on or after the adoption date. The Company does not expect the adoption of this guidance to have a material effect on its consolidated financial statements.

Note 3. Discontinued Operations

In November 2016, the Company announced a plan to restructure its operations to refocus its research and development, increase operational efficiency and improve profitability. As part of those actions, the Company began an active program to locate buyers for several businesses. The Company concluded that the divestitures of these businesses represented a strategic shift that has a major effect on the Company’s operations and financial results. These businesses were deemed not to align with the Company’s core business.

In February 2017, the Company entered into an agreement to sell the assets of one of these businesses, the Broadband operations. The transaction closed on April 4, 2017. Based on the terms of the agreement, the Company received sale consideration of $23 million in cash proceeds. The divestiture resulted in a pre-tax gain on sale of $8.2 million , which is included within income from discontinued operations in the consolidated statements of operations. In connection with the divestiture of the Broadband operations, the Company and the acquiror entered into Transition Service Agreements pursuant to which the Company will provide the acquiror certain services within twelve months following the sale, including financial support services, information technology services and engineering services.

During the first quarter of fiscal 2018, the Company entered into a non-binding term sheet with a buyer for the sale of a second business. This business continues to be presented as discontinued operations on the consolidated statements of operations as of April 29, 2017. The Company believes the business will be sold within fiscal 2018.

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MARVELL TECHNOLOGY GROUP LTD.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The Company continues its effort to sell a third business. As of the fiscal quarter ended April 29, 2017, management did not believe the sale would be completed within the next twelve months due to the high level of uncertainty of the buyer obtaining the required foreign government approvals. Due to such uncertainty, the business did not meet the criteria to be presented as discontinued operations as of the balance sheet date. Subsequent to the Company’s first quarter of fiscal 2018, this business was sold for a purchase price of $45 million in cash. In the second quarter of fiscal year 2018, the Company will classify this business as discontinued operations for all periods presented in its consolidated financial statements starting with the filing of its Form 10-Q for the three and six months ended July 29, 2017.

The following table presents a reconciliation of the carrying amounts of major classes of assets and liabilities of the discontinued operations to the total assets and liabilities of the disposal group classified as held for sale that are presented separately in the consolidated balance sheets (in thousands):



	April 29, 2017		January 28, 2017
Assets held for sale:
Inventory	$	13,498	$	8,154
Property and equipment, net	1,193		2,898
Goodwill	20,775		26,532
Acquired intangible assets, net	—		3,799
Other	1,490		1,490
Assets held for sale for discontinued operations	36,956		42,873
Other assets held for sale	2,752		2,973
Total assets of the disposal group classified as held for sale	$	39,708	$	45,846

Liabilities held for sale:
Deferred income	$	746	$	1,670

The following table presents a reconciliation of the major financial lines constituting the results of operations for discontinued operations to the net income (loss) from discontinued operations presented separately in the consolidated statements of operations (in thousands):



	Three Months Ended
	April 29, 2017		April 30, 2016
Net revenue	$	32,555	$	21,439
Operating costs and expenses:
Cost of goods sold	16,757		14,856
Research and development	12,065		13,917
Selling, general and administrative	1,624		1,672
Operating costs and expenses	30,446		30,445
Income (loss) from discontinued operations before income taxes	2,109		(9,006		)
Gain from sale of a business	8,155		—
Provision for income taxes	613		402
Income (loss) from discontinued operations, net of tax	$	9,651	$	(9,408	)

The Company has elected not to report separately discontinued operations in its consolidated statements of cash flows since its effect is not material. Non-cash operating amounts reported for discontinued operations include share-based compensation expense of $1.7 million and $2.3 million for the three months ended April 29, 2017 and April 30, 2016 , respectively. Depreciation, amortization and capital expenditures are not material. The proceeds from sale of the Broadband business of $23.0 million are classified in investing activities for the three months ended April 29, 2017, and the gain on sale of such business is presented in operating activities. Due to the Company's transfer pricing arrangements, the Company generates

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MARVELL TECHNOLOGY GROUP LTD.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

income in most jurisdictions in which it operates, regardless if there is a loss on a consolidated basis. As such, the Company has reflected tax expense of $0.6 million and $0.4 million for three months ended April 29, 2017 and April 30, 2016, respectively, attributable to discontinued operations.

Note 4. Restructuring Related Charges

In November 2016, the Company announced a restructuring plan intended to refocus its research and development, increase operational efficiency and improve profitability. As a continuation of such plan, the Company recorded restructuring related charges of $1.5 million during the first quarter of fiscal 2018. The following table presents details of charges recorded by the Company related to the restructuring actions described below (in thousands):



	Three Months Ended
	April 29, 2017			April 30, 2016
Restructuring related charges:
Severance and related costs	$	2,827		$	—
Facilities and related costs	(399		)	3,631
Other exit-related costs	380			—
	2,808			3,631
Release of reserves:
Severance	(717		)	(86		)
Other exit-related	(70		)	—
	(787		)	(86		)
Impairment and write-off of assets:
Technology license	174			—
Equipment and other	(690		)	896
	(516		)	896

Restructuring related charges	$	1,505		$	4,441

First quarter fiscal 2018. The Company recorded restructuring related charges of $1.5 million in the first quarter of fiscal 2018 related to the restructuring plan announced in November 2016. The charges included $2.8 million of severance benefits and other exit-related costs, and $0.2 million for the impairment of technology licenses, offset by $0.8 million release of reserve and $0.7 million gain on disposal of equipment. The Company is on track to complete activities related to the restructuring plan as previously announced.

First quarter fiscal 2017. In connection with the Company’s decision to further reduce its research and development operations in Israel as announced in May 2015, the Company recorded a $3.6 million charge for its remaining lease obligation, net of estimated sublease income, associated with the floors it vacated. In connection with the restructuring of its mobile platform business announced in September 2015, the Company also recorded net charges of $0.8 million , primarily for the write off of certain mobile-related equipment it originally identified as held for sale since it was unable to locate a buyer.

The following table sets forth a reconciliation of the beginning and ending restructuring liability balances by each major type of costs associated with the restructuring charges (in thousands):

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MARVELL TECHNOLOGY GROUP LTD.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



	November 2016 Restructuring									Mobile & Other Prior Restructuring
	Severance and Related Costs			Facilities and Related Costs			Other Exit-Related Costs			Severance and Related Costs		Facilities and Related Costs			Other Exit-Related Costs		Total
Balance at January 28, 2017	$	17,000		$	1,763		$	4,625		$	—	$	711		$	—	$	24,099
Restructuring charges	2,827			(578		)	380			—		179			—		2,808
Net cash payments	(3,042		)	(368		)	(56		)	—		(504		)	—		(3,970		)
Release of reserves	(717		)	(70		)	—			—		—			—		(787		)
Balance at April 29, 2017	$	16,068		$	747		$	4,949		$	—	$	386		$	—	$	22,150

During the first quarter of fiscal 2018, the Company paid severance and related benefit costs to approximately 80 employees whose employment terminated during the quarter as part of the restructuring actions described above. The remaining accrued severance represents termination benefits determined to have been established under a substantive ongoing benefit arrangement for which payment was considered probable due to the timing of notification to certain additional employee groups, and is expected to be paid within the next two quarters of fiscal 2018. The balance at April 29, 2017 for facility and related costs includes remaining payments under lease obligations related to vacated space that are expected to be paid through fiscal 2020 . Other exit-related costs are expected to be paid in the second quarter of fiscal 2018 .

Note 5. Supplemental Financial Information (in thousands)

Consolidated Balance Sheets



	April 29, 2017		January 28, 2017
Inventories:
Work-in-process	$	119,035	$	110,083
Finished goods	59,110		61,886
Total inventories	$	178,145	$	171,969

Inventory held by third-party logistics providers is recorded as consigned inventory on the Company’s condensed consolidated balance sheet. The amount of inventory held at third-party logistics providers was $27.1 million and $26.5 million at April 29, 2017 and January 28, 2017 , respectively.



	April 29, 2017			January 28, 2017
Property and equipment, net:
Machinery and equipment	$	522,366		$	578,248
Buildings and building improvements	194,389			194,290
Computer software	93,533			99,186
Land	53,373			53,373
Leasehold improvements	47,852			49,004
Furniture and fixtures	23,530			23,903
Construction in progress	11,169			11,240
	946,212			1,009,244
Less: Accumulated depreciation and amortization	(706,854		)	(765,847		)
Total property and equipment, net	$	239,358		$	243,397

Current accrued liabilities are comprised of the following at April 29, 2017 and January 28, 2017 , respectively:

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	April 29, 2017		January 28, 2017
Accrued liabilities:
Unsettled investment trades	$	40,299	$	15,371
Restructuring liability	21,827		23,150
Accrued royalties	16,802		17,349
Technology license obligations	15,508		21,905
Accrued rebates	14,149		26,095
Accrued legal expense	7,155		5,127
Other	38,575		34,494
Total accrued liabilities	$	154,315	$	143,491

Unsettled investment trades represent the accrual to address the timing difference between trade date and cash settlement date.



	April 29, 2017			January 28, 2017
Deferred income:
Deferred revenue	$	99,498		$	93,148
Deferred cost of goods sold	(25,434		)	(25,024		)
Deferred income	$	74,064		$	68,124



	April 29, 2017		January 28, 2017
Other non-current liabilities:
Deferred tax liabilities	$	50,850	$	38,777
Technology license obligations	13,612		14,949
Long-term accrued employee compensation	5,427		4,075
Other	1,522		6,136
Other non-current liabilities	$	71,411	$	63,937

Accumulated other comprehensive income (loss)

The changes in accumulated other comprehensive income (loss) by components are presented in the following tables (in thousands):



	Unrealized Gain (Loss) on Marketable Securities			Unrealized Gain (Loss) on Auction Rate Securities		Unrealized Gain (Loss) on Cash Flow Hedges			Net Change in Pension Liability			Total
Balance at January 28, 2017	$	(801	)	$	—	$	824		$	—		$	23
Other comprehensive income (loss) before reclassifications	(714		)	—		1,838			(1,272		)	(148		)
Amounts reclassified from accumulated other comprehensive income (loss)	41			—		(80		)	—			(39		)
Other comprehensive income (loss)	(673		)	—		1,758			(1,272		)	(187		)
Balance at April 29, 2017	$	(1,474	)	$	—	$	2,582		$	(1,272	)	$	(164	)

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	Unrealized Gain (Loss) on Marketable Securities			Unrealized Gain (Loss) on Auction Rate Securities		Unrealized Gain (Loss) on Cash Flow Hedges			Total
Balance at January 30, 2016	$	(656	)	$	—	$	(139	)	$	(795	)
Other comprehensive income before reclassifications	2,317			—		527			2,844
Amounts reclassified from accumulated other comprehensive income	116			—		57			173
Other comprehensive income	2,433			—		584			3,017
Balance at April 30, 2016	$	1,777		$	—	$	445		$	2,222

The amounts reclassified from accumulated other comprehensive income (loss) by components are presented in the following table (in thousands):



	Three Months Ended
Affected Line Item in the Statements of Operations:	April 29, 2017			April 30, 2016
Interest and other income, net:
Available-for-sale securities:
Marketable securities	$	(41	)	$	(116	)
Operating costs and expenses:
Cash flow hedges:
Research and development	71			(51		)
Selling, general and administrative	9			(6		)
Total	$	39		$	(173	)

Consolidated Statements of Operations



	Three Months Ended
	April 29, 2017			April 30, 2016
Interest and other income, net:
Interest income	$	3,512		$	3,442
Net realized gain on investments	25			164
Currency translation loss	(90		)	(1,941		)
Other expense	(63		)	(59		)
Interest expense	(51		)	(118		)
	$	3,333		$	1,488

Share Repurchase Program

The Company repurchased 10.5 million of its common shares for $164.8 million during the three months ended April 29, 2017 . There were no shares repurchased during the three months ended April 30, 2016 . The repurchased shares were retired immediately after the repurchases were completed.

As of April 29, 2017 , a total of 265.4 million shares have been repurchased to date under the Company’s share repurchase program for a total $3.4 billion in cash and there was $719.2 million remaining available for future share repurchases.

Subsequent to the end of the quarter, the Company repurchased an additional 0.4 million of its common shares for $6.6 million at an average price per share of $17.46 .

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Note 6. Investments

The following tables summarize the Company’s investments (in thousands):



	April 29, 2017
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Short-term investments:
Available-for-sale:
U.S. government and agency debt	$	201,084	$	92	$	(315	)	$	200,861
Foreign government and agency debt	9,255		—		(21		)	9,234
Municipal debt securities	24,510		6		(15		)	24,501
Corporate debt securities	439,586		603		(448		)	439,741
Equity securities	65,809		—		(1,381		)	64,428
Asset backed securities	34,679		28		(23		)	34,684
Held-to-maturity:
Time deposits	150,000		—		—			150,000
Total short-term investments	924,923		729		(2,203		)	923,449
Long-term investments:
Available-for-sale:
Auction rate securities	4,615		—		—			4,615
Total long-term investments	4,615		—		—			4,615
Total investments	$	929,538	$	729	$	(2,203	)	$	928,064



	January 28, 2017
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Short-term investments:
Available-for-sale:
U.S. government and agency debt	$	185,584	$	86	$	(283	)	$	185,387
Foreign government and agency debt	13,425		—		(50		)	13,375
Municipal debt securities	27,916		4		(49		)	27,871
Corporate debt securities	432,603		281		(776		)	432,108
Asset backed securities	45,541		33		(47		)	45,527
Held-to-maturity:
Time deposits	150,000		—		—			150,000
Total short-term investments	855,069		404		(1,205		)	854,268
Long-term investments:
Available-for-sale:
Auction rate securities	4,615		—		—			4,615
Long-term investments	4,615		—		—			4,615
Total investments	$	859,684	$	404	$	(1,205	)	$	858,883

Gross realized gains and gross realized losses on sales of available-for-sale securities are presented in the following tables (in thousands):

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	Three Months Ended
	April 29, 2017			April 30, 2016
Gross realized gains	$	69		$	388
Gross realized losses	(44		)	(224		)
Total net realized gains (losses)	$	25		$	164

The contractual maturities of available-for-sale securities are presented in the following tables (in thousands):



	April 29, 2017				January 28, 2017
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Due in one year or less	$	445,416	$	445,401	$	423,151	$	423,058
Due between one and five years	411,498		411,439		423,669		422,995
Due over five years	6,815		6,796		12,864		12,830
	$	863,729	$	863,636	$	859,684	$	858,883

For individual securities that have been in a continuous unrealized loss position, the fair value and gross unrealized loss for these securities aggregated by investment category and length of time in an unrealized position are presented in the following tables (in thousands):



	April 29, 2017
	Less than 12 months					12 months or more					Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
U.S. government and agency debt	$	119,024	$	(315	)	$	—	$	—		$	119,024	$	(315	)
Foreign government and agency debt	9,234		(21		)	—		—			9,234		(21		)
Municipal debt securities	17,607		(14		)	1,249		(1		)	18,856		(15		)
Corporate debt securities	146,393		(447		)	829		(1		)	147,222		(448		)
Equity securities	64,428		(1,381		)	—		—			64,428		(1,381		)
Asset backed securities	11,864		(23		)	—		—			11,864		(23		)
Total securities	$	368,550	$	(2,201	)	$	2,078	$	(2	)	$	370,628	$	(2,203	)


	January 28, 2017
	Less than 12 months					12 months or more					Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
U.S. government and agency debt	$	94,064	$	(283	)	$	—	$	—		$	94,064	$	(283	)
Foreign government and agency debt	11,875		(48		)	1,499		(2		)	13,374		(50		)
Municipal debt securities	17,450		(47		)	1,248		(2		)	18,698		(49		)
Corporate debt securities	199,382		(751		)	16,063		(25		)	215,445		(776		)
Asset backed securities	16,754		(47		)	—		—			16,754		(47		)
Total securities	$	339,525	$	(1,176	)	$	18,810	$	(29	)	$	358,335	$	(1,205	)

As of April 29, 2017 , for fixed income securities that were in unrealized loss positions, the Company has determined that (i) it does not have the intent to sell these investments, and (ii) it is not more likely than not that it will be required to sell any of these investments before recovery of the amortized cost basis. In addition, as of April 29, 2017 , the Company anticipates that it will recover the amortized cost basis of such fixed income securities and has determined that no other-than-temporary impairments associated with credit losses were required to be recognized during the three months ended April 29, 2017 .

The Company has evaluated its equity securities as of April 29, 2017 and has determined that there were no other-than-temporary impairments in such securities with unrealized loss positions. This determination was based on several factors, which

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include the length of time and extent to which fair value has been less than the cost basis, the financial condition and near-term prospects of the issuer, and the Company’s intent and ability to hold the equity securities for a period of time sufficient to allow for any anticipated recovery in market value.

Note 7. Derivative Financial Instruments

The Company manages some of its foreign currency exchange rate risk through the purchase of foreign currency exchange contracts that hedge against the short-term effect of currency fluctuations. The Company’s policy is to enter into foreign currency forward contracts with maturities less than 12 months that mitigate the effect of rate fluctuations on certain local currency denominated operating expenses. All derivative instruments are recorded at fair value in either prepaid expenses and other current assets or accrued liabilities. The Company reports cash flows from derivative instruments in cash flows from operating activities. The Company uses quoted prices to value its derivative instruments.

The notional amounts of outstanding forward contracts were as follows (in thousands):



	Buy Contracts
	April 29, 2017		January 28, 2017
Israeli shekel	$	41,930	$	63,523

Cash Flow Hedges. The Company designates and documents its foreign currency forward exchange contracts as cash flow hedges for certain operating expenses. The Company evaluates and calculates the effectiveness of each hedge at least quarterly. The effective change is recorded in accumulated other comprehensive income and is subsequently reclassified to operating expense when the hedged expense is recognized. Ineffectiveness is recorded in interest and other income, net.

The following table provides information about gains (losses) associated with the Company’s derivative financial instruments (in thousands):



		Amount of Gains (Losses) in Statement of Operations
		Three Months Ended
	Location of Gains (Losses) in Statement of Operations	April 29, 2017		April 30, 2016
Derivatives designated as cash flow hedges:
Forward contracts:	Research and development	$	475	$	186
	Selling, general and administrative	63		26
		$	538	$	212

The portion of gains (losses) excluded from the assessment of hedge effectiveness are included in interest and other income, net, and these amounts were not material in the three months ended April 29, 2017 and April 30, 2016 . The Company also reports hedge ineffectiveness from derivative financial instruments in current earnings which is not material in the three months ended April 29, 2017 and April 30, 2016 . No cash flow hedges were terminated as a result of forecasted transactions that did not occur.

Note 8. Fair Value Measurements

Fair value is an exit price representing the amount that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1—Observable inputs that reflect quoted prices for identical assets or liabilities in active markets.

Level 2—Other inputs that are directly or indirectly observable in the marketplace.

Level 3—Unobservable inputs that are supported by little or no market activity.

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The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The Company’s Level 1 assets include institutional money-market funds that are classified as cash equivalents, equity securities, and U.S. government and agency debt securities, which are valued primarily using quoted market prices in active markets for identical assets. The Company’s Level 2 assets include its marketable investments in time deposits, foreign government and agency debt, municipal debt securities, corporate debt securities and asset backed securities as the market inputs used to value these instruments consist of market yields, reported trades and broker/dealer quotes, which are corroborated with observable market data. In addition, forward contracts, and the severance pay fund are classified as Level 2 assets as the valuation inputs are based on quoted prices and market observable data of similar instruments. The Company’s investments in auction rate securities are classified as Level 3 assets because there are currently no active markets for the auction rate securities and consequently the Company is unable to obtain independent valuations from market sources. Therefore, the auction rate securities are valued using a discounted cash flow model. Some of the inputs to the discounted cash flow model are unobservable in the market.

The tables below set forth, by level, the Company’s assets and liabilities that are measured at fair value on a recurring basis. The tables do not include assets and liabilities that are measured at historical cost or any basis other than fair value (in thousands):



	Fair Value Measurements at April 29, 2017
	Level 1		Level 2		Level 3		Total
Items measured at fair value on a recurring basis:
Assets
Cash equivalents:
Money market funds	$	7,142	$	—	$	—	$	7,142
Time deposits	—		25,500		—		25,500
U.S. government and agency debt	24,493		—		—		24,493
Municipal debt securities	—		8,740		—		8,740
Corporate debt securities	—		59,517		—		59,517
Short-term investments:
Time deposits	—		150,000		—		150,000
U.S. government and agency debt	200,861		—		—		200,861
Foreign government and agency debt	—		9,234		—		9,234
Municipal debt securities	—		24,501		—		24,501
Corporate debt securities	—		439,741		—		439,741
Equity securities	64,428		—		—		64,428
Asset backed securities	—		34,684		—		34,684
Prepaid expenses and other current assets:
Foreign currency forward contracts	—		2,376		—		2,376
Long-term investments:
Auction rate securities	—		—		4,615		4,615
Other non-current assets:
Severance pay fund	—		791		—		791
Total assets	$	296,924	$	755,084	$	4,615	$	1,056,623

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	Fair Value Measurements at January 28, 2017
	Level 1		Level 2		Level 3		Total
Items measured at fair value on a recurring basis:
Assets
Cash equivalents:
Money market funds	$	36,122	$	—	$	—	$	36,122
Time deposits	—		67,000		—		67,000
U.S. government and agency debt	17,497		—		—		17,497
Foreign government and agency debt	—		1,500		—		1,500
Corporate debt securities	—		31,280		—		31,280
Municipal debt securities	—		8,740		—		8,740
Short-term investments:
Time deposits	—		150,000		—		150,000
U.S. government and agency debt	185,387		—		—		185,387
Corporate debt securities	—		432,108		—		432,108
Foreign government and agency debt	—		13,375		—		13,375
Municipal debt securities	—		27,871		—		27,871
Asset backed securities	—		45,527		—		45,527
Prepaid expenses and other current assets:
Foreign currency forward contracts	—		735		—		735
Long-term investments:
Auction rate securities	—		—		4,615		4,615
Other non-current assets:
Severance pay fund	—		736		—		736
Total assets	$	239,006	$	778,872	$	4,615	$	1,022,493
Liabilities
Accrued liabilities:
Foreign currency forward contracts	$	—	$	58	$	—	$	58

The following table summarizes the change in fair value for Level 3 assets (in thousands):



	Three Months Ended
	April 29, 2017		April 30, 2016
Beginning balance	$	4,615	$	11,296
Sales and redemptions	—		(2,322		)
Ending balance	$	4,615	$	8,974

Note 9. Commitments and Contingencies

Purchase Commitments

Under the Company’s manufacturing relationships with its foundry partners, cancellation of all outstanding purchase orders is allowed but requires payment of all costs and expenses incurred through the date of cancellation. As of April 29, 2017 , these foundries had incurred approximately $188.1 million of manufacturing costs and expenses relating to the Company’s outstanding purchase orders.

Intellectual Property Indemnification

The Company has agreed to indemnify certain customers for claims made against the Company’s products where such claims allege infringement of third-party intellectual property rights, including, but not limited to, patents, registered trademarks

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and/or copyrights. Under the aforementioned indemnification clauses, the Company may be obligated to defend the customer and pay for the damages awarded against the customer under an infringement claim, as well as the customer's attorneys’ fees and costs. The Company’s indemnification obligations generally do not expire after termination or expiration of the agreement containing the indemnification obligation. Generally, there are limits on and exceptions to the Company’s potential liability for indemnification. Although historically the Company has not made significant payments under these indemnification obligations, the Company cannot estimate the amount of potential future payments, if any, that it might be required to make as a result of these agreements. The maximum potential amount of any future payments that the Company could be required to make under these indemnification obligations could be significant.

Contingencies and Legal Proceedings

The Company and certain of its subsidiaries are currently parties to various legal proceedings, including those noted in this section. The legal proceedings and claims described below could result in substantial costs and could divert the attention and resources of the Company’s management. The Company is also engaged in other legal proceedings and claims not described below, which arise in the ordinary course of its business. The Company is currently unable to predict the final outcome of these lawsuits and therefore cannot determine the likelihood of loss or estimate a range of possible loss, except with respect to amounts where it has determined a loss is both probable and estimable and has made an accrual. Litigation is subject to inherent uncertainties and unfavorable rulings could occur. An unfavorable ruling in litigation, particularly patent litigation, could require the Company to pay damages, one-time license fees or ongoing royalty payments, and could prevent the Company from manufacturing or selling some of its products or limit or restrict the type of work that employees involved in such litigation may perform for the Company, any of which could adversely affect financial results in future periods. There can be no assurance that these matters will be resolved in a manner that is not adverse to the Company’s business, financial condition, results of operations or cash flows.

Luna Litigation and Consolidated Cases. On September 11, 2015, Daniel Luna filed an action asserting putative class action claims on behalf of the Company’s shareholders in the United States District Court for the Southern District of New York (“S.D. of New York”). This action was consolidated with two additional, nearly identical complaints subsequently filed by Philip Limbacher and Jim Farno. The complaints asserted violations of federal securities laws based on allegations that the Company and certain of its officers and directors (Sehat Sutardja, Michael Rashkin, and Sukhi Nagesh) made, caused to be made, or failed to correct false and/or misleading statements in the Company’s press releases and public filings. The complaints request damages in unspecified amounts, costs and fees of bringing the action, and other unspecified relief.

On November 18, 2015, the S.D. of New York granted the Company’s motion to transfer the consolidated cases to the N.D. of California. On December 21, 2015, the N.D. of California granted the Company’s motion to deem the consolidated cases related to the Saratoga litigation, discussed below. On February 8, 2016, the N.D. of California granted an unopposed motion to appoint Plumbers and Pipefitters National Pension Fund as Lead Plaintiff. On March 19, 2016, Lead Plaintiff filed a consolidated amended complaint. On April 29, 2016, Marvell and each of the individual defendants each filed motions to dismiss. The hearing on the motions to dismiss took place on July 29, 2016 and the court took the matter under submission. On October 12, 2016, the Court granted Defendants’ motions to dismiss with leave to amend and granted lead plaintiff 30 days to file an amended complaint. The parties agreed that the plaintiffs would file and serve an amended complaint by November 28, 2016. Plaintiffs filed and served the amended complaint on November 28, 2016. The Initial Case Management Conference took place on January 12, 2017. Marvell and co-defendants filed separate Motions to Dismiss on January 17, 2017. A hearing on the Motion to Dismiss took place on May 4, 2017, and on May 17, 2017, the court granted the Motion to Dismiss as to Rashkin and Nagesh and denied the Motion to Dismiss as to Sutardja and Marvell. A Case Management Conference was held on June 1, 2017. Trial is set for March 5, 2018.

Indemnities, Commitments and Guarantees

During its normal course of business, the Company has made certain indemnities, commitments and guarantees under which it may be required to make payments in relation to certain transactions. These indemnities may include intellectual property indemnities to the Company’s customers in connection with the sales of its products, indemnities for liabilities associated with the infringement of other parties’ technology based upon the Company’s products, indemnities for general commercial obligations, indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease, and indemnities to directors and officers of the Company to the maximum extent permitted under the laws of Bermuda. In addition, the Company has contractual commitments to various customers that could require the Company to incur costs to repair an epidemic defect with respect to its products outside of the normal warranty period if such defect were to occur. The duration of these indemnities, commitments and guarantees varies and in certain cases, is indefinite. Some of these indemnities, commitments and guarantees do not provide for any limitation of the maximum potential future payments that the

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Company could be obligated to make. In general, the Company does not record any liability for these indemnities, commitments and guarantees in the accompanying consolidated balance sheets as the amounts cannot be reasonably estimated and are not considered probable. The Company does, however, accrue for losses for any known contingent liability, including those that may arise from indemnification provisions, when the loss is both estimable and probable.

Note 10. Income Tax

The income tax provision for the three months ended April 29, 2017 included the current income tax expense of $3.6 million , a net increase in unrecognized tax benefits of $1.0 million , and an expense of $0.7 million related to other discrete items recorded in the quarter. The net increase in unrecognized tax benefits arose from penalties and interest of $0.7 million accrued on the outstanding unrecognized tax benefit balance, plus the accrual of $0.6 million for changes in prior year tax positions, partially offset by the release of $0.3 million due to expiration of the statute of limitations in a non-U.S. jurisdiction.

The income tax benefit for the three months ended April 30, 2016 included the current income tax benefit of $3.1 million , a deferred tax benefit of $2.5 million for the portion of a payment to the Company’s former Chief Executive Officer that became deductible after his departure from the Company in April 2016, offset by a net increase in unrecognized tax benefits of $0.2 million . The net increase in unrecognized tax benefits arose from penalties and interest of $0.7 million accrued on the outstanding unrecognized tax benefit balance, partially offset by the release of $0.5 million due to expiration of the statute of limitations in a non-U.S. jurisdiction.

It is reasonably possible that the amount of unrecognized tax benefits could increase or decrease significantly due to changes in tax law in various jurisdictions, new tax audits and changes in the U.S. dollar as compared to foreign currencies within the next 12 months. Excluding these factors, uncertain tax positions may decrease by as much as $9.8 million from the lapse of statutes of limitation in various jurisdictions during the next twelve months. Government tax authorities from several non-U.S. jurisdictions are also examining the Company’s tax returns. The Company believes that it has adequately provided for any reasonably foreseeable outcomes related to its tax audits and that any settlement will not have a material effect on its results at this time.

The Company operates under tax incentives in certain countries that may be extended if certain additional requirements are satisfied. The tax incentives are conditional upon meeting certain employment and investment thresholds. The impact of these tax incentives decreased foreign taxes by $0.7 million and $0.9 million for the three months ended April 29, 2017 and April 30, 2016 , respectively. The benefit of the tax incentives on net income per share was less than $0.01 per share for the three months ended April 29, 2017 and April 30, 2016 .

The Company’s principal source of liquidity as of April 29, 2017 consisted of approximately $1.6 billion of cash, cash equivalents and short-term investments, of which approximately $990 million was held by foreign subsidiaries (outside Bermuda). Approximately $600 million of this amount held by foreign subsidiaries is related to undistributed earnings that have been indefinitely reinvested outside of Bermuda. These funds are primarily held in China, Israel and the United States. The Company plans to use such amounts to fund various activities outside of Bermuda, including working capital requirements, capital expenditures for expansion, funding of future acquisitions or other financing activities. If such funds were needed by the parent company in Bermuda or if the amounts were otherwise no longer considered indefinitely reinvested, the Company would incur a tax expense of approximately $180 million .

Note 11. Net Income (Loss) Per Share

The Company reports both basic net income (loss) per share, which is based on the weighted average number of common shares outstanding during the period, and diluted net income (loss) per share, which is based on the weighted average number of common shares outstanding and potentially dilutive shares outstanding during the period. The computations of basic and diluted net income (loss) per share are presented in the following table (in thousands, except per share amounts):

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MARVELL TECHNOLOGY GROUP LTD.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



	Three Months Ended
	April 29, 2017		April 30, 2016
Numerator:
Income (loss) from continuing operations	$	96,970	$	(13,271	)
Income (loss) from discontinued operations	9,651		(9,408		)
Net income (loss)	$	106,621	$	(22,679	)
Denominator:
Weighted average shares — basic	503,790		508,794
Effect of dilutive securities:
Share-based awards	13,802		—
Weighted average shares — diluted	517,592		508,794
Income (loss) from continuing operations per share:
Basic	$	0.19	$	(0.03	)
Diluted	$	0.19	$	(0.03	)
Income (loss) from discontinued operations per share:
Basic	$	0.02	$	(0.02	)
Diluted	$	0.02	$	(0.02	)
Net income (loss) per share:
Basic	$	0.21	$	(0.04	)
Diluted	$	0.21	$	(0.04	)

Potential dilutive securities include dilutive common shares from share-based awards attributable to the assumed exercise of stock options, restricted stock units and employee stock purchase plan shares using the treasury stock method. Under the treasury stock method, potential common shares outstanding are not included in the computation of diluted net income per share if their effect is anti-dilutive.

Anti-dilutive potential shares are presented in the following table (in thousands):



	Three Months Ended
	April 29, 2017	April 30, 2016
Weighted average shares outstanding:
Share-based awards	9,166	42,955

Anti-dilutive potential shares from share-based awards are excluded from the calculation of diluted earnings per share for all periods reported above because either their exercise price exceeded the average market price during the period or the share-based awards were determined to be anti-dilutive based on applying the treasury stock method. Anti-dilutive potential shares from share-based awards are also excluded from the calculation of diluted earnings per share for the three months ended April 30, 2016 due to the net loss reported in that period.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results to differ materially from those implied by the forward-looking statements. Words such as “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “seeks,” “estimates,” “may,” “can,” “will,” “would” and similar expressions identify such forward-looking statements.

Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements. Factors that could cause actual results to differ materially from those predicted, include, but are not limited to:

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•	our ability to successfully restructure our operations within our anticipated timeframe announced in November 2016 and with our anticipated amounts of costs and savings;


•	our dependence upon the hard disk drive market, which is highly cyclical and intensely competitive;


•	the outcome of pending or future litigation and legal proceedings;


•	our dependence on a small number of customers;


•	severe financial hardship or bankruptcy of one or more of our major customers;


•	our ability and the ability of our customers to successfully compete in the markets in which we serve;


•	our reliance on independent foundries and subcontractors for the manufacture, assembly and testing of our products;


•	our ability and our customers’ ability to develop new and enhanced products and the adoption of those products in the market;


•	decreases in our gross margin and results of operations in the future due to a number of factors;


•	our ability to estimate customer demand and future sales accurately;


•	our ability to scale our 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 our products and our customers’ products outside of the United States;


•	risks associated with acquisition and consolidation activity in the semiconductor industry;


•	the impact of any change in our application of the United States federal income tax laws and the loss of any beneficial tax treatment that we currently enjoy;


•	the effects of any potential acquisitions or investments;


•	our ability to protect our intellectual property;


•	the impact and costs associated with changes in international financial and regulatory conditions; and


•	our maintenance of an effective system of internal controls.

Additional factors which could cause actual results to differ materially include those set forth in the following discussion, as well as the risks discussed in Part II, Item 1A, “Risk Factors,” and other sections of this Quarterly Report on Form 10-Q. These forward-looking statements speak only as of the date hereof. Unless required by law, we undertake no obligation to update any forward-looking statements.

Overview

We are a fabless semiconductor provider of high-performance application-specific standard products. Our core strength of expertise is the development of complex System-on-a-Chip (“SoC”) devices, leveraging our technology portfolio of intellectual property in the areas of analog, mixed-signal, digital signal processing, and embedded and standalone integrated circuits. We also develop integrated hardware platforms along with software that incorporates digital computing technologies designed and configured to provide an optimized computing solution. Our broad product portfolio includes devices for storage, networking and connectivity.

In the first quarter of fiscal 2018, we saw revenue increase year over year by 12% , from $519.4 million net revenue in the first quarter fiscal 2017 compared with $579.2 million in the first quarter of fiscal 2018. The increase was primarily due to a 25% increase in our storage product sales and a 4% increase in our networking and connectivity products, offset by a 16% reduction in other sales.

As discussed in Note 1, during the first fiscal quarter of 2018, we recorded certain out-of-period adjustments of $4.7 million related to revenue-related accruals and $3.2 million related to other expenses. The net effect of these out-of-period adjustments resulted in a $7.9 million increase in income from continuing operations from the quarter ended April 29, 2017 and

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an increase in earnings per share from continuing operations of $0.02 per share, as well as contributing to the increase in revenue and gross margin for the quarter.

Restructuring. In November 2016, we announced a restructuring plan intended to refocus our research and development, increase operational efficiency and improve profitability. As a continuation of such plan, we recorded restructuring related charges of $1.5 million during the first quarter of fiscal 2018. In addition, during the first quarter of fiscal 2018, we sold our Broadband business, receiving proceeds of $23.0 million and recognizing a gain on sale of $8.2 million . The Broadband business was one of two businesses we had classified as discontinued operations. We continue our efforts to complete the divestitures of two other businesses, one of which is currently classified as discontinued operations. Unless noted otherwise, our discussion under Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, refers to our continuing operations.

Capital Return Program. Our financial position is strong and we remain committed to delivering shareholder value through our share repurchase and dividend programs. We previously announced our intention to repurchase shares of our common stock up to $1 billion , of which we intend to repurchase $500 million through October 2017. In the first quarter of fiscal 2018, we repurchased 10.5 million shares of our common stock for $164.8 million . We returned $196.3 million to stockholders in the first quarter of fiscal 2018, including our repurchases of common stock and $30.0 million of cash dividends.

Cash and Short Term Investments. Our total cash, cash equivalents and short-term investments were $1.6 billion at April 29, 2017, which remained relatively constant to our balance at our fiscal year ended January 28, 2017.

Sales and Customer Composition. Historically, a relatively small number of customers have accounted for a significant portion of our net revenue. Net revenue attributable to significant customers whose revenue as a percentage of net revenue was 10% or greater of total net revenue is presented in the following table:



	Three Months Ended
	April 29, 2017		April 30, 2016
End Customer:
Western Digital*	21.5	%	20.4	%
Toshiba	13.1	%	11.9	%
Seagate	10.3	%	9.9	%
Samsung	**		10.3	%
Distributor:
Wintech	10.0	%	10.0	%



*	The percentage of net revenue reported for Western Digital in the three months ended April 29, 2017 and April 20, 2016 includes net revenue of HGST and Sandisk which became subsidiaries of Western Digital in late fiscal 2016.
**	Less than 10% of net revenue

We continuously monitor the creditworthiness of our major customers and distributors and believe the distributors’ sales to diverse end customers and geographies further serve to mitigate our exposure to credit risk.

Most of our sales are made to customers located outside of the United States, primarily in Asia, and all of our products are manufactured outside the United States. Sales shipped to customers with operations in Asia represented approximately 94% of our net revenue in both the three months ended April 29, 2017 and April 30, 2016 . Because many manufacturers and manufacturing subcontractors of our customers are located in Asia, we expect that most of our net revenue will continue to be represented by sales to our customers in that region. For risks related to our global operations, see Part II, Item 1A, “Risk Factors,” under the caption " We face additional risks due to the extent of our global operations since a majority of our products, and those of our customers, are manufactured and sold outside of the United States. The occurrence of any or a combination of the additional risks described below would significantly and negatively impact our business and results of operations."

Historically, a relatively large portion of our sales have been made on the basis of purchase orders rather than long-term agreements. Customers can generally cancel or defer purchase orders on short notice without incurring a significant penalty. In addition, the development process for our products is long, which may cause us to experience a delay between the time we

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incur expenses and the time revenue is generated from these expenditures. We anticipate that the rate of new orders may vary significantly from quarter to quarter. For risks related to our sales cycles, see Part II, Item 1A, “Risk Factors,” under the caption " We are subject to order and shipment uncertainties. If we are unable to accurately predict customer demand, we may hold excess or obsolete inventory, which would reduce our gross margin. Conversely, we may have insufficient inventory, which would results in lost revenue opportunities and potential loss of market share as well as damaged customer relationships."

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates from the information provided in the “Critical Accounting Policies and Estimates” section of our Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended January 28, 2017.

Results of Operations

The following table sets forth information derived from our unaudited condensed consolidated statements of operations expressed as a percentage of net revenue:



	Three Months Ended
	April 29, 2017		April 30, 2016
Net revenue	100.0	%	100.0	%
Cost of goods sold	39.8		47.0
Gross profit	60.2		53.0
Operating costs and expenses:
Research and development	33.3		43.6
Selling, general and administrative	9.5		12.4
Restructuring related charges	0.3		0.9
Total operating costs and expenses	43.1		56.9
Operating income (loss) from continuing operations	17.1		(3.9	)
Interest and other income, net	0.5		0.3
Income (loss) from continuing operations before income taxes	17.6		(3.6	)
Provision (benefit) for income taxes	0.9		(1.0	)
Income (loss) from continuing operations	16.7	%	(2.6	)%

Three months ended April 29, 2017 and April 30, 2016

Net Revenue



	Three Months Ended
	April 29, 2017		April 30, 2016		% Change
	(in thousands, except percentage)
Net revenue	$	579,180	$	519,383	11.5	%

Our net revenue for the first quarter of fiscal 2018 increased by $59.8 million and 11.5% compared to net revenue for the first quarter of fiscal 2017. This increase was primarily due to increased sales of our storage products by 25% and increased sales of our networking and connectivity products by 4% , offset by decreased sales of our other products, which were down 16% year over year. These increases were driven by strong growth in sales of HDD and SSD products, as well as our networking products. Unit shipments were 5% higher and average selling prices increased 5% compared to the first quarter of fiscal 2017. We also had a one-time benefit of $4.7 million in revenue from a reduction in revenue-related accruals described above .

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Cost of Goods Sold and Gross Profit



	Three Months Ended
	April 29, 2017		April 30, 2016
	(in thousands, except percentage)
Cost of goods sold	230,549		244,354

Gross profit	348,631		275,029
% of net revenue	60.2	%	53.0	%

The cost of goods sold as a percentage of net revenue was lower for the first quarter of fiscal 2018 due to improved standard margins of 3.6% primarily as a result of a shift in the mix of our product sales to higher margin products combined with lower material and manufacturing costs. As a result, gross margin for the first quarter of fiscal 2018 increased 7.2% on a year-over-year basis compared to the first quarter of fiscal 2017. Our cost of goods sold as a percentage of net revenue may fluctuate in future periods due to, among other things: changes in the mix of products sold; the timing of production ramps of new products; increased pricing pressures from our customers and competitors; charges for obsolete or potentially excess inventory; changes in the costs charged by our foundry, assembly and test subcontractors; product warranty costs; changes in commodity prices such as gold; and the margin profiles of our new product introductions.

Research and Development



	Three Months Ended
	April 29, 2017			April 30, 2016			% Change
	(in thousands, except percentage)
Research and development	$	193,027		$	226,541		(14.8	)%
% of net revenue	33.3		%	43.6		%

Research and development expenses decreased by $33.5 million in the first quarter of fiscal 2018 compared to the first quarter of fiscal 2017. The decrease was primarily attributable to $25.0 million of lower personnel-related costs, a $6.0 million reduction in depreciation and amortization expense, and a $1.9 million decrease in patent related legal costs. These reductions are attributable in part to the restructuring actions announced in November 2016.

Selling, general and administrative



	Three Months Ended
	April 29, 2017			April 30, 2016			% Change
	(in thousands, except percentage)
Selling, general and administrative	$	55,211		$	64,163		(14.0	)%
% of net revenue	9.5		%	12.4		%

Selling, general and administrative expense decreased by $9.0 million in the first quarter of fiscal 2018 compared to the first quarter of fiscal 2017. The decrease was primarily due to a decrease in legal expenses of $8.9 million , $3.9 million related to professional services including audit and tax fees and $1.3 million of facilities expenses. These decreases were partially offset by a $6.2 million increase due in part to personnel related costs.

Restructuring Related Charges

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	Three Months Ended
	April 29, 2017			April 30, 2016			% Change
	(in thousands)
Restructuring related charges	$	1,505		$	4,441		(66.1	)%
% of net revenue	0.3		%	0.9		%

We recorded total restructuring charges and other related charges of $1.5 million during the first quarter of fiscal 2018, which primarily arose from activities related to the restructuring plan we announced in November 2016 to refocus our research and development, increase operational efficiency and improve profitability. The charges included $2.6 million of severance and other exit-related costs, and $0.2 million for the impairment of technology licenses, offset by $0.8 million release of reserve and $0.7 million gain on disposal of equipment. In addition, the Company recorded $0.2 million related to previous fiscal 2016 restructuring actions, which included the remaining lease obligation for certain floors in one of its Israel facilities that were vacated in fiscal 2017. See "Note 4 – Restructuring Related Charges" for further information.

Interest and Other Income, Net



	Three Months Ended
	April 29, 2017			April 30, 2016			% Change
	(in thousands, except percentage)
Interest and other income, net	$	3,333		$	1,488		124.0	%
% of net revenue	0.5		%	0.3		%

Interest and other income, net, increased by $1.8 million in the first quarter of fiscal 2018 compared to the first quarter of fiscal 2017. The increase is primarily due to lower foreign currency losses from the revaluation of our foreign currency denominated tax liabilities combined with an increase in interest income.

Provision (benefit) for Income Taxes



	Three Months Ended
	April 29, 2017		April 30, 2016			% Change
	(in thousands, except percentage)
Provision (benefit) for income taxes	$	5,251	$	(5,357	)	(198.0	)%

Our income tax provision for the three months ended April 29, 2017 was $5.3 million compared to a tax benefit of $5.4 million for the three months ended April 30, 2016. Our income tax provision for the three months ended April 29, 2017 differs from the same period in the prior year due to the recording of a tax expense on income from continuing operations, including discrete items in the quarter, versus a loss on continuing operations for the same period in the prior year, combined with the recognition of a discrete tax benefit recognized for the portion of a payment to the Company’s former Chief Executive Officer that became deductible after his departure from the Company in April 2016.

Our provision for incomes taxes may be affected by changes in the geographic mix of earnings with different applicable tax rates, changes in our ability to realize deferred tax assets and liabilities, accruals related to contingent tax liabilities and period-to-period changes in such accruals, the results of income tax audits, the expiration of statutes of limitations, the implementation of tax planning strategies, tax rulings, court decisions, settlements with tax authorities and changes in tax laws. For discussion of tax related risks, see Part II, Item 1A, “Risk Factors,” under the caption " Changes in existing taxation benefits, rules or practices may adversely affect our financial results. ”

Liquidity and Capital Resources

Our principal source of liquidity as of April 29, 2017 consisted of approximately $1.6 billion of cash, cash equivalents and short-term investments, of which approximately $990 million was held by foreign subsidiaries (outside Bermuda). Approximately $600 million of this amount held by foreign subsidiaries is related to undistributed earnings that have been

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indefinitely reinvested outside of Bermuda. These funds are primarily held in China, Israel and the United States. We have plans to use such amounts to fund various activities outside of Bermuda, including working capital requirements, capital expenditures for expansion, funding of future acquisitions or other financing activities. If such funds were needed by the parent company in Bermuda or if the amounts were otherwise no longer considered indefinitely reinvested, we would incur a tax expense of approximately $180 million .

We believe that our existing cash, cash equivalents and short-term investments, together with cash generated from operations, will be sufficient to cover our working capital needs, capital expenditures, investment requirements and any declared dividends, repurchase of our common stock and commitments for at least the next twelve months. Our capital requirements will depend on many factors, including our rate of sales growth, market acceptance of our products, costs of securing access to adequate manufacturing capacity, the timing and extent of research and development projects and increases in operating expenses, which are all subject to uncertainty. In addition, we are named as defendants in several litigation actions and an unfavorable outcome in any current litigation could have a material adverse effect on our liquidity, cash flows and results of operations.

To the extent that our existing cash, cash equivalents and short-term investments and cash generated by operations are insufficient to fund our future activities, we may need to raise additional funds through public or private debt or equity financing. We may also enter into additional acquisitions of businesses, purchase assets or enter into other strategic arrangements in the future, which could also require us to seek debt or equity financing. Additional equity financing or convertible debt financing may be dilutive to our current shareholders. If we elect to raise additional funds, we may not be able to obtain such funds on a timely basis or on acceptable terms, if at all. In addition, the equity or debt securities that we issue may have rights, preferences or privileges senior to our common shares.

Future payment of a regular quarterly cash dividend on our common shares and our planned repurchases of common stock will be subject to, among other things, the best interests of the Company and our shareholders, our results of operations, cash balances and future cash requirements, financial condition, developments in ongoing litigation, statutory requirements under Bermuda law, market conditions and other factors that our board of directors may deem relevant. Our dividend payments and repurchases of common stock may change from time to time, and we cannot provide assurance that we will continue to declare dividends or repurchase shares at all or in any particular amounts.

Cash Flows from Operating Activities

Net cash flow provided by operating activities for the three months ended April 29, 2017 was $135.1 million . We had net income of $106.6 million , adjusted for the following non-cash items: depreciation and amortization of $20.7 million , share-based compensation expense of $24.0 million , amortization of acquired intangible assets of $1.1 million , and $8.2 million of gain from sale of our Broadband business. Cash outflow from working capital of $2.5 million for the three months ended April 29, 2017 was primarily driven by increases in accounts receivable and inventory, offset by an increase in accounts payable. The increase in accounts receivable was driven by less favorable sales linearity and a small increase in aged receivables. Inventories primarily associated with HDD inventory increased in preparation for next quarter's demand. The increase in accounts payable was due to additional amounts owed for wafer purchases.

Net cash outflows from operations for the three months ended April 30, 2016 of $658.0 million were due to $22.7 million of net loss adjusted for $54.3 million of non-cash items and changes in working capital of $689.6 million . The cash outflow from working capital for the three months ended April 30, 2016 was primarily driven by the decrease in the CMU accrued litigation settlement that was fully paid in the three months ended April 30, 2016. The effect on such decreases in working capital was partially offset by the cash inflow to working capital from decreases in accounts receivable due to lower sales, decrease in prepaid expenses and other assets due to receipt of $53.7 million cash for unsettled trades of available-for-sale securities, and inventories, combined with an increase in accounts payable.

Cash Flows from Investing Activities

Net cash used in investing activities was $18.3 million for the three months ended April 29, 2017 compared to net cash generated from investing activities of $210.8 million for the three months ended April 30, 2016. For the three months ended April 29, 2017, net cash used in investing activities of $18.3 million was primarily driven by purchases of available-for-sale securities of $198.4 million offset by sales and maturities of available-for-sale securities of $161.0 million and net proceeds of $23.0 million from the sale of our Broadband business.

For the three months ended April 30, 2016, net cash generated from investing activities of $210.8 million was primarily driven by sales and maturities of available-for-sale securities of $370.1 million. This increase was partially offset by payments of $93.4 million for the purchase of available-for-sale securities and $50.0 million for the purchase of time deposits.

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Cash Flows from Financing Activities

For the three months ended April 29, 2017, net cash used in financing activities of $205.0 million was primarily attributable to $166.3 million for repurchases of our common stock, $30.0 million for payment of our quarterly dividends and $21.8 million minimum tax withholding payments on behalf of employees for net share settlements.

For the three months ended April 30, 2016, net cash used in financing activities of $50.7 million was primarily attributable to payments of our quarterly dividends of $30.5 million and $15.3 million minimum tax withholding payments on behalf of employees for net share settlements.

Contractual Obligations

We presented our contractual obligations at January 28, 2017 in our Annual Report on Form 10-K for the fiscal year then ended. There have been no material changes outside the ordinary course of business in those obligations during the three months ended April 29, 2017 .

Indemnification Obligations

See “Note 9 – Commitments and Contingencies” in the Notes to the Unaudited Condensed Consolidated Financial Statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk . Our interest rate risk relates primarily to our fixed income short-term investment portfolio as we did not have any outstanding debt as of April 29, 2017 . We generally invest our excess cash in highly liquid and highly rated debt instruments of the U.S. government and agencies, municipalities, corporations, and such other investments as asset backed securities and time deposits. These investments are recorded on our consolidated balance sheets at fair market value with their related unrealized gain or loss reflected as a component of accumulated other comprehensive income (loss) in the consolidated statement of shareholders’ equity.

Based on investment positions as of April 29, 2017 , a hypothetical 100 basis point increase in interest rates across all maturities would result in a $5.7 million decline in the fair market value of the portfolio. Due to our positive cash flow from operations, the relatively short-term nature of our investment portfolio and our ability to hold investments to maturity, such change in fair market value would likely not have resulted in any significant cash flow impact.

Foreign Currency Exchange Risk . All of our sales and the majority of our expenses are denominated in U.S. dollars. Since we operate in many countries, we pay certain payroll and other operating expenses in local currencies and these expenses may be higher or lower in U.S. dollar terms. Our operations in Israel represent a large portion of our total foreign currency exposure and we may enter into hedging transactions that are typically less than 12 months in duration to help mitigate some of the volatility to these forecasted cash flows. Additionally, we may hold certain assets and liabilities, including potential tax liabilities, in local currency on our consolidated balance sheet. These tax liabilities would be settled in local currency. We may choose not to hedge certain foreign exchange balance sheet and cash flow exposures due to immateriality, offsetting exposures, certainty of the timing of the assets or liabilities realized as cash flows, prohibitive economic cost of hedging a particular currency, and limited availability of appropriate hedging instruments. There is also a risk that our customers may be negatively impacted in their ability to purchase our products priced in U.S. dollars when there has been significant volatility in foreign currency exchange rates. We do not enter into derivative financial instruments for trading or speculative purposes.

To provide an assessment of the foreign currency exchange risk associated with our foreign currency exposures within operating expense, we performed a sensitivity analysis to determine the impact that an adverse change in exchange rates would have on our financial statements. If the U.S. dollar weakened by 10%, our operating expense could increase by less than 4% . We expect our hedges of foreign currency exposures to be highly effective and offset a significant portion of the short-term impact of changes in exchange rates on the hedged portion of our exposures.

Item 4. Controls and Procedures

Management’s Evaluation of Disclosure Controls and Procedures

Management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of April 29, 2017. Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules

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and forms of the SEC and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of April 29, 2017 due to material weaknesses described below.

Notwithstanding the material weaknesses in our internal controls over financial reporting as of April 29, 2017, management has concluded that the consolidated financial statements included in this Form 10-Q present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States.

Material Weaknesses

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The Company continues to work toward remediating certain material weaknesses in our internal control over financial reporting that were initially identified and disclosed in our fiscal 2016 consolidated financial statements. Remediation of the following material weakness has not yet been completed:

(i) Sufficiency of Accounting and Finance Department Resources - The Company had insufficient finance and accounting department resources with appropriate knowledge, expertise and training commensurate with the Company’s corporate structure and financial reporting requirements to effectively assess risk, design, operate and oversee internal controls over financial reporting. This lack of appropriate resources resulted in inconsistent expectations around the preparation, review and maintenance of documentation critical to the design and consistent execution of internal controls as well as a lack of segregation of duties in certain controls. Further, the lack of appropriate resources resulted in controls that relied upon information that did not have sufficiently precise controls around accuracy and completeness of that information and was therefore not reliable. These factors contributed to deficiencies in the Company’s financial reporting process due to a lack of precision in the review controls over certain information and assumptions impacting various financial reporting areas including those items that are nonrecurring in nature and therefore bear a greater degree of complexity given their infrequency. Additionally, they contributed to deficiencies in the Company’s ability to identify, assess and monitor the appropriate accounting treatment of certain contractual arrangements.

(ii) Revenue Recognition - The Company’s internal controls to identify, accumulate and assess the accounting impact of certain concessions or side agreements on whether the Company’s revenue recognition criteria had been met were in certain instances not fully followed or were not effective. The Company’s controls were not effective to ensure (a) consistent standards in the level of documentation of agreements required to support accurate recording of revenue transactions, and (b) that such documentation is retained, complete, and independently reviewed to ensure certain terms impacting revenue recognition were accurately reflected in the Company’s books and records.

Our management has worked, and continues to work, to strengthen our internal control over financial reporting. We are committed to ensuring that such controls are designed and operating effectively. The material weaknesses described above will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. As discussed in Item 9A of our Annual Report on Form 10-K for the period ended January 28, 2017, we made significant changes to our internal control over financial reporting during fiscal 2017 to remediate the material weaknesses identified in fiscal 2016.

Changes to Internal Control over Financial Reporting

No changes in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during the fiscal quarter ended April 29, 2017 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our principal executive officer and our principal financial officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all

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control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The information under the caption “Contingencies” as set forth in “Note 9 – Commitments and Contingencies” of our Notes to Unaudited Condensed Consolidated Financial Statements, included in Part I, Item 1, is incorporated herein by reference. For additional discussion of certain risks associated with legal proceedings, see Part II, Item 1A, “Risk Factors,” immediately below.

Item 1A. Risk Factors

Investing in our common shares involves a high degree of risk. You should carefully consider the risks and uncertainties described below and all information contained in this report before you decide to purchase our common shares. Many of these risks and uncertainties are beyond our control, including business cycles and seasonal trends of the computing, semiconductor and related industries and end markets. If any of the possible adverse events described below actually occurs, we may be unable to conduct our business as currently planned and our financial condition and operating results could be harmed. In addition, the trading price of our common shares could decline due to the occurrence of any of these risks, and you could lose all or part of your investment.

Factors That May Affect Future Results

Our financial condition and results of operations may vary from quarter to quarter, which may cause the price of our common shares to decline.

Our quarterly results of operations have fluctuated in the past and could do so in the future. Because our results of operations are difficult to predict, you should not rely on quarterly comparisons of our results of operations as an indication of our future performance.

Fluctuations in our results of operations may be due to a number of factors, including, but not limited to, those listed below and those identified throughout this “Risk Factors” section:


•	changes in general economic and political conditions and specific conditions in the end markets we address, including the continuing volatility in the technology sector and semiconductor industry;


•	the highly competitive nature of the end markets we serve, particularly within the semiconductor industry;


•	our dependence on a few customers for a significant portion of our revenue;


•	severe financial hardship or bankruptcy of one or more of our major customers;


•	our ability to maintain a competitive cost structure for our manufacturing and assembly and test processes and our reliance on third parties to produce our products;


•	our ability to successfully restructure our operations within our anticipated timeframe announced in November 2016 and with our anticipated savings;


•	the effects of any potential acquisitions, divestitures or significant investments;


•	any current and future litigation that could result in substantial costs and a diversion of management’s attention and resources that are needed to successfully maintain and grow our business;


•	cancellations, rescheduling or deferrals of significant customer orders or shipments, as well as the ability of our customers to manage inventory;


•	gain or loss of a design win or key customer;


•	seasonality in sales of consumer devices in which our products are incorporated;


•	failure to qualify our products or our suppliers’ manufacturing lines;

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•	our ability to develop and introduce new and enhanced products in a timely and effective manner, as well as our ability to anticipate and adapt to changes in technology;


•	failure to protect our intellectual property;


•	impact of a significant natural disaster, including earthquakes, floods and tsunamis, particularly in certain regions in which we operate or own buildings, such as Santa Clara, California and where our third party suppliers operate, such as Taiwan and elsewhere in the Pacific Rim; and


•	our ability to attract and retain a highly skilled workforce, especially managerial, engineering, sales and marketing personnel.

Due to fluctuations in our quarterly results of operations and other factors, the price at which our common shares will trade is likely to continue to be highly volatile. From January 31, 2016 through April 29, 2017, our common shares traded as low as $8.32 and as high as $16.72 per share. Accordingly, you may not be able to resell your common shares at or above the price you paid. In future periods, our stock price could decline if, amongst other factors, our revenue or operating results are below our estimates or the estimates or expectations of securities analysts and investors. As a result of stock price volatility, we may be subject to securities class action litigation. Any litigation could result in substantial costs and a diversion of management’s attention and resources that are needed to successfully maintain and grow our business.

If we fail to appropriately scale our operations in response to changes in demand for our existing products or to the demand for new products requested by our customers, including efforts such as our restructuring announced in November 2016, our business and profitability could be materially and adversely affected.

To achieve our business objectives, it may be necessary from time to time for us to expand or contract our operations. For example, in November 2016, we announced a plan to restructure our operations to refocus our research and development, increase operational efficiency and improve profitability. We expect that the restructuring actions, which include discontinuing investment in specific research and development programs, streamlining engineering processes, and consolidating research and development sites, will eliminate approximately 900 positions worldwide. In addition, we are in the process of divesting certain businesses. These actions are expected to be fully executed by the end of October 2017.

Our ability to scale our workforce and operations in a sufficiently timely manner to respond effectively to changes in demand for our existing products, or to the demand for new products requested by our customers, is critical to our future success. While we expect to realize efficiencies from these actions, these activities might not produce the full efficiency and cost reduction benefits we expect. Further, such benefits might be realized later than expected, and the ongoing costs of implementing these measures might be greater than anticipated. If these measures are not successful or sustainable, we might undertake additional realignment and cost reduction efforts, which could result in future charges. In the event that we are unable to execute on our restructuring plan to the extent currently anticipated, our ability to meet competitive challenges or exploit key market opportunities could be materially and adversely affected.

Our sales are concentrated in a few large customers. If we lose or experience a significant reduction in sales to any of these key customers, if any of these key customers experience a significant decline in market share, or if any of these customers experience significant financial difficulties, our revenue may decrease substantially and our results of operations and financial condition may be harmed.

We receive a significant amount of our revenue from a limited number of customers. Net revenue from our two largest customers represented 35% and 32% of our net revenue for the three months ended April 29, 2017 and April 30, 2016 , respectively. Sales to our largest customers have fluctuated significantly from period to period and year to year and will likely continue to fluctuate in the future, primarily due to the timing and number of design wins with each customer, the continued diversification of our customer base as we expand into new markets, and natural disasters or other issues that may divert a customer’s operations. The loss of any of our large customers or a significant reduction in sales we make to them would likely harm our financial condition and results of operations. To the extent one or more of our large customers experience significant financial difficulty, bankruptcy or insolvency, this could have a material adverse effect on our sales and our ability to collect on receivables, which could harm our financial condition and results of operations. For example, Toshiba Corporation has announced significant financial difficulties not directly related to their semiconductor business but which may have an adverse effect on its overall financial condition or result in a divestiture of the semiconductor portion of its business that purchases our products.

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Our operating results in the foreseeable future will continue to depend on sales to a relatively small number of customers, as well as the ability of these customers to sell products that incorporate our products. In the future, these customers may decide not to purchase our products at all, purchase fewer products than they did in the past, or alter their purchasing patterns in some other way, particularly because:


•	a significant portion of our sales are made on a purchase order basis, which allows our customers to cancel, change or delay product purchase commitments with relatively short notice to us;


•	customers may purchase integrated circuits from our competitors;


•	customers may discontinue sales or lose market share in the markets for which they purchase our products;


•	customers may develop their own solutions or acquire fully developed solutions from third-parties;


•	customers may be subject to severe business disruptions, including, but not limited to, those driven by financial instability; or


•	customers may consolidate (for example, Western Digital acquired SanDisk in 2017, and Toshiba Corporation has announced an intent to sell a portion of its semiconductor business), which could lead to changing demand for our products, replacement of our products by the merged entity with those of our competitors and cancellation of orders.

In addition, if regulatory activity, such as enforcement of U.S. export control and sanctions laws, were to materially limit our ability to makes sales to any of our significant customers, it could harm our results of operations, reputation and financial condition.

Any potential future acquisitions, strategic investments, divestitures, mergers or joint ventures may subject us to significant risks, any of which could harm our business.

Our long-term strategy may include identifying and acquiring, investing in or merging with suitable candidates on acceptable terms, or divesting of certain business lines or activities. In particular, over time, we may acquire, make investments in, or merge with providers of product offerings that complement our business or may terminate such activities. Mergers, acquisitions and divestitures include a number of risks and present financial, managerial and operational challenges, including but not limited to:


•	diversion of management attention from running our existing business;


•	increased expenses, including but not limited to legal, administrative and compensation expenses related to newly hired or terminated employees;


•	increased costs to integrate or, in the case of a divestiture, separate the technology, personnel, customer base and business practices of the acquired or divested business or assets;


•	potential exposure to material liabilities not discovered in the due diligence process;


•	potential adverse effects on reported operating results due to possible write-down of goodwill and other intangible assets associated with acquisitions;


•	potential damage to customer relationships or loss of synergies in the case of divestitures; and


•	unavailability of acquisition financing on reasonable terms or at all.

Any acquired business, technology, service or product could significantly under-perform relative to our expectations and may not achieve the benefits we expect from possible acquisitions. Given that our resources are limited, our decision to pursue a transaction has opportunity costs; accordingly, if we pursue a particular transaction, we may need to forgo the prospect of entering into other transactions that could help us achieve our strategic objectives.

When we decide to sell assets or a business, we may have difficulty selling on acceptable terms in a timely manner. These circumstances could delay the achievement of our strategic objectives or cause us to incur additional expense, or we may sell a business at a price or on terms that are less favorable than we had anticipated, resulting in a loss on the transaction.

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If we do enter into agreements with respect to acquisitions, divestitures, or other transactions, we may fail to complete them due to factors such as:


•	failure to obtain regulatory or other approvals;


•	IP disputes or other litigation; or


•	difficulties obtaining financing for the transaction.

For all these reasons, our pursuit of an acquisition, investment, divestiture, merger or joint venture could cause our actual results to differ materially from those anticipated.

We operate in intensely competitive markets, and our failure to compete effectively would harm our results of operations.

The semiconductor industry, and specifically the storage, networking and connectivity markets, are extremely competitive. We currently compete with a number of large domestic and international companies in the business of designing integrated circuits and related applications, some of which have greater financial, technical and management resources than us. Our efforts to introduce new products into markets with entrenched competitors will expose us to additional competitive pressures. For example, we are facing, and expect we will continue to face, significant competition in the networking market. Additionally, customer expectations and requirements have been evolving rapidly. For example, customers now expect us to provide turnkey solutions and commit to future roadmaps that have technical risks. Some of our competitors may be better situated to meet changing customer needs and secure design wins. Increasing competition in the markets in which we operate may negatively impact our revenue and gross margins. For example, competitors with greater financial resources may be able to offer lower prices than us, or they may offer additional products, services or other incentives that we may not be able to match. In addition, many of our competitors operate and maintain their own fabrication facilities and have longer operating histories, greater name recognition, larger customer bases, and greater sales, marketing and distribution resources than we do. Furthermore, our current and potential competitors in the data communication and wireless markets have established or may establish financial and strategic relationships among themselves or with existing or potential customers or other third parties to increase the ability of their products to address the needs of customers. Accordingly, new competitors or alliances among these competitors may acquire significant market share, which would harm our business. While we continue to pursue similar strategic relationships, and currently have significant financial and technical resources, we cannot assure you that we will be able to continue to compete successfully against existing or new competitors, which would harm our results of operations. As the technology inflections happen, our competitors may get ahead of us and negatively impact our market share.

In addition, the semiconductor industry has experienced increased consolidation over the past several years. For example, Avago Technologies Limited (now Broadcom Limited (“Broadcom”)) acquired Broadcom Corporation in February 2016 and LSI Corporation in May 2014; Intel acquired Altera Corporation in December 2015; and NXP Semiconductors acquired Freescale Semiconductor, Ltd. in December 2015. Consolidation among our competitors could lead to a changing competitive landscape, capabilities and market share, which could put us at a competitive disadvantage and harm our results of operations.

A significant portion of our business is dependent on the HDD industry, which is highly cyclical, experiences rapid technological change, is subject to industry consolidation and is facing increased competition from alternative technologies.

The HDD industry is intensely competitive and technology inflections are happening rapidly. This industry has historically been cyclical, with periods of increased demand and rapid growth followed by periods of oversupply and subsequent contraction. These cycles may affect us because some of our largest customers participate in this industry.

HDD manufacturers tend to order more components than they may need during growth periods, and sharply reduce orders for components during periods of contraction. Rapid technological changes in the HDD industry often result in shifts in market share among the industry’s participants. If the HDD manufacturers using our products do not retain or increase their market share, our sales may decrease.

In addition, the HDD industry has experienced significant consolidation. Consolidation among our customers could lead to changing demand for our products, replacement of our products by the merged entity with those of our competitors and cancellation of orders, each of which could harm our results of operations. If we are unable to leverage our technology and customer relationships, we may not capitalize on the increased opportunities for our products within the combined company.

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Furthermore, future changes in the nature of information storage products and personal computing devices could reduce demand for traditional HDDs. For example, products using alternative technologies, such as SSD and other storage technologies are a source of competition to manufacturers of HDDs. Although we offer SSD controllers, leveraging our technology in hard drives, we cannot ensure that our overall business will not be adversely affected if demand for traditional HDDs decreases. Additionally, we depend on a few customers for our SSD controllers and as such, the loss of any SSD controller customer or a significant reduction in sales we make to them may harm our financial condition and results of operations. Unlike in the HDD industry, SSD customers may develop their own controllers, which could pose a challenge to our market share in the SSD space.

If we are unable to develop and introduce new and enhanced products that achieve market acceptance in a timely and cost-effective manner, our results of operations and competitive position will be harmed.

Our future success will depend on our ability to develop and introduce new products and enhancements to our existing products in a timely and cost-effective manner. We sell products in markets that are characterized by rapid technological change, evolving industry standards, frequent new product introductions, short product life cycles and increasing demand for higher levels of integration and smaller process geometries. In addition, the development of new silicon devices is highly complex, and due to supply chain cross-dependencies and other issues, we may experience delays in completing the development, production and introduction of our new products. See also, “ We may be unable to protect our intellectual property, which would negatively affect our ability to compete.”

Our ability to adapt to changes and to anticipate future standards, and the rate of adoption and acceptance of those standards, will be a significant factor in maintaining or improving our competitive position and prospects for growth. We may also have to incur substantial unanticipated costs to comply with these new standards. Our success will also depend on the ability of our customers to develop new products and enhance existing products for the markets they serve and to introduce and promote those products successfully and in a timely manner. Even if we and our customers introduce new and enhanced products to the market, those products may not achieve market acceptance.

Our gross margin and results of operations may be adversely affected in the future by a number of factors, including decreases in average selling prices of products over time and shifts in our product mix.

The products we develop and sell are primarily used for high-volume applications. As a result, the prices of those products have historically decreased rapidly. In addition, our more recently introduced products tend to have higher associated costs because of initial overall development and production expenses. Therefore, over time, we may not be able to maintain or improve our gross margins. Our financial results could suffer if we are unable to offset any reductions in our average selling prices by other cost reductions through efficiencies, introduction of higher margin products and other means.

To attract new customers or retain existing customers, we may offer certain price concessions to certain customers, which could cause our average selling prices and gross margins to decline. In the past, we have reduced the average selling prices of our products in anticipation of future competitive pricing pressures, new product introductions by us or by our competitors and other factors. We expect that we will continue to have to reduce prices of existing products in the future. Moreover, because of the wide price differences across the markets we serve, the mix and types of performance capabilities of our products sold may affect the average selling prices of our products and have a substantial impact on our revenue and gross margin. We may enter new markets in which a significant amount of competition exists, and this may require us to sell our products with lower gross margins than we earn in our established businesses. If we are successful in growing revenue in these markets, our overall gross margin may decline. Fluctuations in the mix and types of our products may also affect the extent to which we are able to recover the fixed costs and investments associated with a particular product, and as a result may harm our financial results.

Additionally, because we do not operate our own manufacturing, assembly or testing facilities, we may not be able to reduce our costs as rapidly as companies that operate their own facilities and our costs may even increase, which could also reduce our gross margins.

We rely on independent foundries and subcontractors for the manufacture, assembly and testing of our integrated circuit products, and the failure of any of these third-party vendors to deliver products or otherwise perform as requested could damage our relationships with our customers, decrease our sales and limit our ability to grow our business.

We do not have our own manufacturing or assembly facilities and have very limited in-house testing facilities. Therefore, we currently rely on several third-party foundries to produce our integrated circuit products. We also currently rely on several third-party assembly and test subcontractors to assemble, package and test our products. This exposes us to a variety of risks, including the following:

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Regional Concentration

Substantially all of our products are manufactured by third-party foundries located in Taiwan, and other sources are located in China and Singapore. In addition, substantially all of our third-party assembly and testing facilities are located in China, Singapore and Taiwan. Because of the geographic concentration of these third-party foundries, as well as our assembly and test subcontractors, we are exposed to the risk that their operations may be disrupted by regional disasters including, for example, earthquakes (particularly in Taiwan and elsewhere in the Pacific Rim close to fault lines), tsunamis or typhoons, or by political, social or economic instability. In the case of such an event, our revenue, cost of goods sold and results of operations would be negatively impacted. In addition, there are limited numbers of alternative foundries and identifying and implementing alternative manufacturing facilities would be time consuming. As a result, if we needed to implement alternate manufacturing facilities, we could experience significant expenses and delays in product shipments, which could harm our results of operations.

No Guarantee of Capacity or Supply

The ability of each foundry to provide us with semiconductor devices is limited by its available capacity and existing obligations. When demand is strong, availability of foundry capacity may be constrained or not available, and with limited exceptions, our vendors are not obligated to perform services or supply products to us for any specific period, in any specific quantities, or at any specific price, except as may be provided in a particular purchase order. We place our orders on the basis of our customers’ purchase orders or our forecast of customer demand, and the foundries can allocate capacity to the production of other companies’ products and reduce deliveries to us on short notice. It is possible that foundry customers that are larger and better financed than we are or that have long-term agreements with our main foundries may induce our foundries to reallocate capacity to those customers. This reallocation could impair our ability to secure the supply of components that we need. In particular, as we and others in our industry transition to smaller geometries, our manufacturing partners may be supply constrained or may charge premiums for these advanced technologies, which may harm our business or results of operations. See also, “ We may experience difficulties in transitioning to smaller geometry process technologies or in achieving higher levels of design integration, which may result in reduced manufacturing yields, delays in product deliveries and increased expenses.” Moreover, if any of our third-party foundry suppliers are unable to secure necessary raw materials from their suppliers, lose benefits under material agreements, experience power outages, lack sufficient capacity to manufacture our products, encounter financial difficulties or suffer any other disruption or reduction in efficiency, we may encounter supply delays or disruptions, which could harm our business or results of operations.

While we attempt to create multiple sources for our products, most of our products are not manufactured at more than one foundry at any given time, and our products typically are designed to be manufactured in a specific process at only one of these foundries. Accordingly, if one of our foundries is unable to provide us with components as needed, it would be difficult for us to transition the manufacture of our products to other foundries, and we could experience significant delays in securing sufficient supplies of those components. This could result in a material decline in our revenue, net income and cash flow.

In order to secure sufficient foundry capacity when demand is high and to mitigate the risks described in the foregoing paragraph, we may enter into various arrangements with suppliers that could be costly and harm our results of operations, such as nonrefundable deposits with or loans to foundries in exchange for capacity commitments, or contracts that commit us to purchase specified quantities of integrated circuits over extended periods. We may not be able to make any such arrangement in a timely fashion or at all, and any arrangements may be costly, reduce our financial flexibility, and not be on terms favorable to us. Moreover, if we are able to secure foundry capacity, we may be obligated to use all of that capacity or incur penalties. These penalties may be expensive and could harm our financial results.

Uncertain Yields and Quality

The fabrication of integrated circuits is a complex and technically demanding process. Our technology is transitioning from planar to FINFET transistors which is a new technology. This transition may result in longer qualification cycles and lower yields. Our foundries have from time to time experienced manufacturing defects and lower manufacturing yields, which are difficult to detect at an early stage of the manufacturing process and may be time consuming and expensive to correct. Changes in manufacturing processes or the inadvertent use of defective or contaminated materials by our foundries could result in lower than anticipated manufacturing yields or unacceptable performance. In addition, we may face lower manufacturing yields and reduced quality in the process of ramping up and diversifying our manufacturing partners. Poor yields from our foundries, or defects, integration issues or other performance problems with our products could cause us significant customer relations and business reputation problems, harm our financial performance and result in financial or other damages to our customers. Our customers could also seek damages in connection with product liability claims, which would likely be time

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consuming and costly to defend. In addition, defects could result in significant costs. See also, “ Costs related to defective products could have a material adverse effect on us. ”

To the extent that we rely on outside suppliers to manufacture or assemble and test our products, we may have a reduced ability to directly control product delivery schedules and quality assurance, which could result in product shortages or quality assurance problems that could delay shipments or increase costs.

Commodity Prices

We are also subject to risk from fluctuating market prices of certain commodity raw materials, including gold and copper, which are incorporated into our end products or used by our suppliers to manufacture our end products. Supplies for such commodities may from time to time become restricted, or general market factors and conditions may affect pricing of such commodities.

We may experience difficulties in transitioning to smaller geometry process technologies or in achieving higher levels of design integration, which may result in reduced manufacturing yields, delays in product deliveries and increased expenses.

In order to remain competitive, we expect to continue to transition our semiconductor products to increasingly smaller line width geometries. This transition requires us to modify the manufacturing processes for our products and to redesign some products. We periodically evaluate the benefits, on a product-by-product basis, of migrating to smaller geometry process technologies to reduce our costs. In the past, we have experienced some difficulties in shifting to smaller geometry process technologies or new manufacturing processes, which resulted in reduced manufacturing yields, delays in product deliveries and increased expenses. We may face similar difficulties, delays and expenses as we continue to transition our products to smaller geometry processes.

We are dependent on our relationships with our foundry subcontractors to transition to smaller geometry processes successfully. We cannot ensure that the foundries we use will be able to effectively manage the transition or that we will be able to maintain our existing foundry relationships or develop new ones. If we or any of our foundry subcontractors experience significant delays in this transition or fail to efficiently implement this transition, we could experience reduced manufacturing yields, delays in product deliveries and increased expenses, all of which could harm our relationships with our customers and our results of operations.

As smaller geometry processes become more prevalent, we expect to continue to integrate greater levels of functionality, as well as customer and third-party intellectual property, into our products. However, we may not be able to achieve higher levels of design integration or deliver new integrated products on a timely basis, if at all. Moreover, even if we are able to achieve higher levels of design integration, such integration may have a short-term adverse impact on our results of operations, as we may reduce our revenue by integrating the functionality of multiple chips into a single chip.

Matters relating to or arising from our Audit Committee investigation, including regulatory proceedings, litigation matters and potential additional expenses, may adversely affect our business and results of operations.

As previously disclosed in our public filings, the Audit Committee of our Board of Directors completed an investigation that generally included a review of certain revenue recognized in the first and second quarters of fiscal 2016 and the fourth quarter of fiscal 2015, including transactions that would have, in the normal course of events and but for action by certain Marvell employees, been completed and recognized in a subsequent quarter (referred to internally as “pull-ins”), the accrual of a litigation reserve in the second quarter of fiscal 2016, and the stated belief by Marvell’s former Chairman and Chief Executive Officer of ownership of certain patent rights related to the Final-Level Cache invention and his later assignment of associated patent rights to Marvell. In addition, we are also the subject of investigations by the Securities and Exchange Commission and the U.S. Attorney related to these matters. We are fully cooperating with the SEC and the U.S. Attorney with respect to those investigations.

To date, we have incurred significant expenses related to legal, accounting, and other professional services in connection with the investigations and related matters, and may continue to incur significant additional expenses with regard to these matters and related remediation efforts. The expenses incurred, and expected to be incurred, on the investigations, the impact of our delay in fiscal 2016 and the beginning of fiscal 2017 in meeting our periodic reports on the confidence of investors, employees and customers, and the diversion of the attention of the management team that has occurred, and is expected to continue, has adversely affected, and could continue to adversely affect, our business, financial condition and results of operations or cash flows.

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As a result of the matters reported above, we are exposed to greater risks associated with litigation, regulatory proceedings and government enforcement actions. In addition, securities class actions or other lawsuits have been filed against us, our directors and officers. One such action is likely to result in us incurring significant legal expenses during the remainder of fiscal 2018. Any future such investigations or additional lawsuits may adversely affect our business, financial condition, results of operations and cash flows.

In addition, as a result of the delay in filing of our periodic reports, we are not eligible to use a registration statement on Form S-3, and will not be eligible to use that form until we have timely filed all periodic reports required by the SEC for the twelve months preceding the filing of such registration statements, which may make it more difficult, costly or time consuming for us to raise capital if we should choose to do so.

Our indemnification obligations and limitations of our director and officer liability insurance may have a material adverse effect on our financial condition, results of operations and cash flows.

Under Bermuda law, our articles of association and bye-laws and certain indemnification agreements to which we are a party, we have an obligation to indemnify, or we have otherwise agreed to indemnify, certain of our current and former directors and officers with respect to current and future investigations and litigation, including the matters discussed in Part II-Item 1, “Legal Proceedings” of this Quarterly Report on Form 10-Q. In connection with some of these pending matters, we are required to, or we have otherwise agreed to, advance, and have advanced, legal fees and related expenses to certain of our current and former directors and officers and expect to continue to do so while these matters are pending. Certain of these obligations may not be “covered matters” under our directors’ and officers’ liability insurance, or there may be insufficient coverage available. Further, in the event the directors and officers are ultimately determined not to be entitled to indemnification, we may not be able to recover the amounts we previously advanced to them.

In addition, we have incurred significant expenses in connection with the Audit Committee’s independent investigation, the pending government investigations, and shareholder litigation, including a shareholder lawsuit that will likely subject us to significant legal expenses during fiscal 2018. We cannot provide any assurances that pending claims, or claims yet to arise, including the cost of fees, penalties or other expenses, will not exceed the limits of our insurance policies, that such claims are covered by the terms of our insurance policies or that our insurance carrier will be able to cover our claims. Additionally, to the extent there is coverage of these claims, the insurers also may seek to deny or limit coverage in some or all of these matters. Furthermore, the insurers could become insolvent and unable to fulfill their obligation to defend, pay or reimburse us for insured claims. Accordingly, we cannot be sure that claims will not arise that are in excess of the limits of our insurance or that are not covered by the terms of our insurance policy. Due to these coverage limitations, we may incur significant unreimbursed costs to satisfy our indemnification obligations, which may have a material adverse effect on our financial condition, results of operations or cash flows.

Costs related to defective products could have a material adverse effect on us.

From time to time, we have experienced hardware and software defects and bugs associated with the introduction of our highly complex products. Despite our testing procedures, we cannot ensure that errors will not be found in new products or releases after commencement of commercial shipments in the future. Such errors could result in:


•	loss of or delay in market acceptance of our products;


•	material recall and replacement costs;


•	delay in revenue recognition or loss of revenue;


•	writing down the inventory of defective products;


•	the diversion of the attention of our engineering personnel from product development efforts;


•	our having to defend against litigation related to defective products or related property damage or personal injury; and


•	damage to our reputation in the industry that could adversely affect our relationships with our customers.

In addition, the process of identifying a recalled product in devices that have been widely distributed may be lengthy and require significant resources. We may have difficulty identifying the end customers of the defective products in the field, which may cause us to incur significant replacement costs, contract damage claims from our customers and further reputational harm. Any of these problems could materially and adversely affect our results of operations.

We have recently experienced a significant transition at the executive management level. If our new executive team is unable to engage and align mid-management or attract and retain the key talent needed for us to timely achieve our business objectives, our business and results of operations could be harmed.

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In April 2016, our co-founders, Dr. Sehat Sutardja and Ms. Weili Dai, left the company. Shortly thereafter, our board of directors was reconstituted in connection with our agreement with Starboard Value LLC and the company’s executive management team subsequently went through a significant transition, including the hiring of a new President and CEO, Chief Financial Officer, Chief Accounting Officer and Controller, Chief Operations Officer, Chief Technology Officer, Chief Administration and Legal Officer, Executive Vice President of Worldwide Sales and Marketing and appointment of new leaders for our storage, and networking and connectivity groups, and our corporate development organization. At the time of the filing of this Quarterly Report on Form 10-Q, the longest tenured member of our executive team has been employed by the company just over one year. While the individual members of our executive management team each have significant industry-related experience, they previously have not worked together as a group and it will take time for them to become an integrated management team. Delays in the integration of our management team could affect our ability to implement our business strategy, which could have a material adverse effect on our business and results of operations.

In addition, the marketplace for senior executive management candidates is very competitive and limited, particularly in the Silicon Valley where our U.S. operations are based. Our growth may be adversely impacted if we are unable to attract and retain such key employees. Turnover of senior management can adversely impact our stock price, our results of operations and our client relationships, and has made recruiting for future management positions more difficult. Competition for senior leadership may increase our compensation expenses, which may negatively affect our profitability.

We depend on highly skilled engineering and sales and marketing personnel to support our business operations. If we are unable to retain our current personnel or attract additional qualified personnel, our ability to develop and successfully market our products could be harmed.

We believe our future success will depend in large part upon our ability to attract and retain highly skilled managerial, engineering, sales and marketing personnel. The competition for qualified technical personnel with significant experience in the design, development, manufacturing, marketing and sales of integrated circuits is intense, both in the Silicon Valley where our U.S. operations are based and in global markets in which we operate. Our inability to attract qualified personnel, including hardware and software engineers and sales and marketing personnel, could delay the development and introduction of, and harm our ability to sell, our products. We typically do not enter into employment agreements with any of our key technical personnel and the loss of such personnel could harm our business, as their knowledge of our business and industry would be extremely difficult to replace. In addition, the impact on employee morale experienced in connection with our recent restructuring efforts, which eliminated approximately 900 jobs worldwide, could make it more difficult for us to add to our workforce when needed due to speculation regarding our future restructuring activities.

In addition, if recently introduced federal legislation relating to proposed changes to the H-1B and other visa programs is approved, such changes could negatively impact our ability to recruit and retain certain highly skilled technical personnel to support our product development teams, which could potentially increase our costs and harm our business and results of operations.

We rely upon the performance of our information technology systems to process, transmit, store and protect electronic information, and the failure of or security breaches of any critical information technology system may result in serious harm to our reputation, business, results of operations and/or financial condition.

We depend heavily on our technology infrastructure and maintain and rely upon certain critical information systems for the effective operation of our business. We routinely collect and store sensitive data in our information systems, including intellectual property and other proprietary information about our business and that of our customers, suppliers and business partners. These information technology systems are subject to damage or interruption from a number of potential sources, including but not limited to natural disasters, viruses, destructive or inadequate code, malware, power failures, cyber-attacks, internal malfeasance or other events. We have implemented processes for systems under our control intended to mitigate risks; however, we can provide no guarantee that those risk mitigation measures will be effective. Given the frequency of cyber-attacks and resulting breaches reported by other businesses and governments, it is likely we will experience one or more breaches of some extent in the future. We may incur significant costs in order to implement, maintain and/or update security systems we feel are necessary to protect our information systems, or we may miscalculate the level of investment necessary to protect our systems adequately. To the extent that any system failure, accident or security breach results in material disruptions or interruptions to our operations or the theft, loss or disclosure of, or damage to our data or confidential information, including our intellectual property, our reputation, business, results of operations and/or financial condition could be materially adversely affected.

We may be unable to protect our intellectual property, which would negatively affect our ability to compete.

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We believe one of our key competitive advantages results from the collection of proprietary technologies we have developed and acquired since our inception, and the protection of our intellectual property rights is, and will continue to be, important to the success of our business. If we fail to protect these intellectual property rights, competitors could sell products based on technology that we have developed, which could harm our competitive position and decrease our revenue.

We rely on a combination of patents, copyrights, trademarks, trade secret laws, contractual provisions, confidentiality agreements, licenses and other methods, to protect our proprietary technologies. We also enter into confidentiality or license agreements with our employees, consultants and business partners, and control access to and distribution of our documentation and other proprietary information. Notwithstanding these agreements, we have experienced disputes with employees regarding ownership of intellectual property in the past. For instance, we have had a dispute with Dr. Sehat Sutardja, our former Chief Executive Officer and a former member of our board of directors, related to his stated belief of ownership of certain patent rights related to the Final-Level Cache invention and his later assignment of associated patent rights to Marvell. Our Audit Committee investigated this claim and concluded that the FLC invention was owned by the Company. To the extent that any third party has a claim to ownership of any relevant technologies used in our products, we may not be able to recognize the full revenue stream from such relevant technologies.

We have been issued a significant number of U.S. and foreign patents and have a significant number of pending U.S. and foreign patent applications. However, a patent may not be issued as a result of any applications or, if issued, claims allowed may not be sufficiently broad to protect our technology. In addition, it is possible that existing or future patents may be challenged, invalidated or circumvented. We may also be required to license some of our patents to others including competitors as a result of our participation in and contribution to development of industry standards. Despite our efforts, unauthorized parties may attempt to copy or otherwise obtain and use our products or proprietary technology. Monitoring unauthorized use of our technology is difficult, and the steps that we have taken may not prevent unauthorized use of our technology, particularly in jurisdictions where the laws may not protect our proprietary rights as fully as in the United States or other developed countries. If our patents do not adequately protect our technology, our competitors may be able to offer products similar to ours, which would adversely impact our business and results of operations.

Certain of our software, as well as that of our customers, may be derived from so-called “open source” software that is generally made available to the public by its authors and/or other third parties. Open source software is made available under licenses that impose certain obligations on us in the event we were to distribute derivative works of the open source software. These obligations may require us to make source code for the derivative works available to the public and/or license such derivative works under a particular type of license, rather than the forms of license we customarily use to protect our intellectual property. While we believe we have complied with our obligations under the various applicable licenses for open source software, in the event that the copyright holder of any open source software were to successfully establish in court that we had not complied with the terms of a license for a particular work, we could be required to release the source code of that work to the public and/or stop distribution of that work if the license is terminated which could adversely impact our business and results of operations.

We are subject to order and shipment uncertainties. If we are unable to accurately predict customer demand, we may hold excess or obsolete inventory, which would reduce our gross margin. Conversely, we may have insufficient inventory, which would result in lost revenue opportunities and potential loss of market share as well as damaged customer relationships.

We typically sell products pursuant to purchase orders rather than long-term purchase commitments. Customers can generally cancel or defer purchase orders on short notice without incurring a significant penalty. Due to their inability to predict demand or other reasons, some of our customers may accumulate excess inventories and, as a consequence, defer purchase of our products. We cannot accurately predict what or how many products our customers will need in the future. Anticipating demand is difficult because our customers face unpredictable demand for their own products and are increasingly focused more on cash preservation and tighter inventory management. In addition, as an increasing number of our chips are being incorporated into consumer products, we anticipate greater fluctuations in demand for our products, which makes it more difficult to forecast customer demand.

We place orders with our suppliers based on forecasts of customer demand and, in some instances, may establish buffer inventories to accommodate anticipated demand. Our forecasts are based on multiple assumptions, each of which may introduce error into our estimates. For example, our ability to accurately forecast customer demand may be impaired by the delays inherent in our customer’s product development processes, which may include extensive qualification and testing of components included in their products, including ours. In many cases, they design their products to use components from multiple suppliers. This creates the risk that our customers may decide to cancel or change product plans for products incorporating our integrated circuits prior to completion, which makes it even more difficult to forecast customer demand.

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Our products are incorporated into complex devices and systems, which may create supply chain cross-dependencies. For example, in fiscal 2012, many areas of Thailand sustained massive damage from flooding, which disrupted the global supply chain for HDDs. Due to cross dependencies, any supply chain disruptions could negatively impact the demand for our products in the short term. We have a limited ability to predict the timing of a supply chain correction. In addition, the market share of our customers could be adversely impacted on a long-term basis due to any continued supply chain disruption, which could negatively affect our results of operations.

If we overestimate customer demand, our excess or obsolete inventory may increase significantly, which would reduce our gross margin and adversely affect our financial results. The risk of obsolescence and/or excess inventory is heightened for devices designed for consumer electronics due to the rapidly changing market for these types of products. Conversely, if we underestimate customer demand or if insufficient manufacturing capacity is available, we would miss revenue opportunities and potentially lose market share and damage our customer relationships. In addition, any future significant cancellations or deferrals of product orders or the return of previously sold products could materially and adversely affect our profit margins, increase product obsolescence and restrict our ability to fund our operations.

We rely on third-party distributors and manufacturers’ representatives and the failure of these distributors and manufacturers’ representatives to perform as expected could reduce our future sales.

From time to time, we enter into relationships with distributors and manufacturers’ representatives to sell our products, and we are unable to predict the extent to which these partners will be successful in marketing and selling our products. Moreover, many of our distributors and manufacturers’ representatives also market and sell competing products, and may terminate their relationships with us at any time. Our future performance will also depend, in part, on our ability to attract additional distributors or manufacturers’ representatives that will be able to market and support our products effectively, especially in markets in which we have not previously distributed our products. If we cannot retain or attract quality distributors or manufacturers’ representatives, our sales and results of operations will be harmed.

We face additional risks due to the extent of our global operations since a majority of our products, and those of our customers, are manufactured and sold outside of the United States. The occurrence of any or a combination of the additional risks described below would significantly and negatively impact our business and results of operations.

A substantial portion of our business is conducted outside of the United States and, as a result, we are subject to foreign business, political and economic risks. All of our products are manufactured outside of the United States. Our current qualified integrated circuit foundries are located in the same region within Taiwan, and our primary assembly and test subcontractors are located in the Pacific Rim region. In addition, many of our customers are located outside of the United States, primarily in Asia, which further exposes us to foreign risks. Sales shipped to customers with operations in Asia represented approximately 94% of our net revenue in the three months ended April 29, 2017 , 94% of our net revenue in fiscal 2017 and 96% of net revenue in fiscal 2016.

We also have substantial operations outside of the United States. These operations are directly influenced by the political and economic conditions of the region in which they are located and, with respect to Israel, possible military hostilities periodically affecting the region that could affect our operations there. We anticipate that our manufacturing, assembly, testing and sales outside of the United States will continue to account for a substantial portion of our operations and revenue in future periods.

Accordingly, we are subject to risks associated with international operations, including:


•	political, social and economic instability, including wars, terrorism, political unrest, boycotts, curtailment of trade and other business restrictions;


•	volatile global economic conditions, including downturns in which some competitors may become more aggressive in their pricing practices, which would adversely impact our gross margin;


•	compliance with domestic and foreign export and import regulations, including pending changes thereto, and difficulties in obtaining and complying with domestic and foreign export, import and other governmental approvals, permits and licenses;


•	local laws and practices that favor local companies, including business practices in which we are prohibited from engaging by the Foreign Corrupt Practices Act and other anti-corruption laws and regulations;

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•	difficulties in staffing and managing foreign operations;


•	natural disasters, including earthquakes, tsunamis and floods;


•	trade restrictions, higher tariffs, or changes in cross border taxation, particularly in light of the prospect of changes in U.S. international trade policies following the recent U.S. presidential election;


•	transportation delays;


•	difficulties of managing distributors;


•	less effective protection of intellectual property than is afforded to us in the United States or other developed countries;


•	inadequate local infrastructure; and


•	exposure to local banking, currency control and other financial-related risks.

As a result of having global operations, the sudden disruption of the supply chain and/or disruption of the manufacture of our customer’s products caused by events outside of our control could impact our results of operations by impairing our ability to timely and efficiently deliver our products. For example, during fiscal 2012, the earthquake and tsunami that affected Japan disrupted the global supply chain for certain components important to our products, and the flooding in Thailand affected the supply chain and manufacturing of the products for a number of our customers.

Moreover, the international nature of our business subjects us to risk associated with the fluctuation of the U.S. dollar versus foreign currencies. Decreases in the value of the U.S. dollar versus currencies in jurisdictions where we have large fixed costs, or where our third-party manufacturers have significant costs, will increase the cost of such operations which could harm our results of operations.

We must comply with a variety of existing and future laws and regulations that could impose substantial costs on us and may adversely affect our business.

We are subject to various state, federal and international laws and regulations governing the environment, including restricting the presence of certain substances in electronic products and making producers of those products financially responsible for the collection, treatment, recycling and disposal of those products. In addition, we are also subject to various industry requirements restricting the presence of certain substances in electronic products. Although our management systems are designed to maintain compliance, we cannot assure you that we have been or will be at all times in complete compliance with such laws and regulations. If we violate or fail to comply with any of them, a range of consequences could result, including fines, import/export restrictions, sales limitations, criminal and civil liabilities or other sanctions.

We and our customers are also subject to various import and export laws and regulations. Government export regulations apply to the encryption or other features contained in some of our products. If we fail to continue to receive licenses or otherwise comply with these regulations, we may be unable to manufacture the affected products at foreign foundries or ship these products to certain customers, or we may incur penalties or fines.

We are also subject to the “conflict mineral rules” promulgated by the SEC, which impose disclosure requirements on us regarding the use of conflict minerals mined from the Democratic Republic of Congo and adjoining countries in our products and the procedures our manufacturer’s use to prevent the sourcing of such conflict minerals. The ongoing implementation of these requirements could affect the sourcing, availability and pricing of minerals used in the manufacture of semiconductor devices, including our products . As a result, there may only be a limited pool of suppliers who provide conflict-free metals, and we cannot assure you that we will be able to obtain products in sufficient quantities or at competitive prices, which could adversely affect our operations and product margins. Additionally, if we are unable to sufficiently source conflict-free metals, we may face difficulties in satisfying customers who may require that the products they purchase from us are conflict-free, which may harm our sales and operating results.

The costs of complying (including the costs of any investigations, auditing and monitoring) with these laws could adversely affect our current or future business. In addition, future regulations may become more stringent or costly and our compliance costs and potential liabilities could increase, which may harm our current or future business.

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Changes in existing taxation benefits, rules or practices may adversely affect our financial results.

Changes in existing taxation benefits, rules or practices may also have a significant effect on our reported results. For example, both the U.S. Congress and the G-20 (Group of Twenty Finance Ministers and Central Bank Governors) may consider legislation affecting the taxation of foreign corporations and such legislation if enacted might adversely affect our future tax liabilities and have a material impact on our results of operations. Furthermore, in prior years, we have entered into agreements in certain foreign jurisdictions that if certain criteria are met, the foreign jurisdiction will provide a more favorable tax rate than their current statutory rate. For example, we have obtained an undertaking from the Minister of Finance of Bermuda that in the event Bermuda enacts legislation imposing tax computed on profits, income, or capital asset, gain or appreciation, then the imposition of any such taxes will not apply to us until March 31, 2035. Additionally, our Singapore subsidiary qualified for Pioneer status until it expired in June 2014. However, we re-negotiated with the Singapore government and in fiscal 2015, they extended the Development and Expansion Incentive until June 2019. Furthermore, under the Israeli Encouragement law of “approved or benefited enterprise,” two branches of our subsidiary in Israel, Marvell Israel (M.I.S.L) Ltd., are entitled to, and have certain existing programs that qualify as, approved and benefited tax programs that include reduced tax rates and exemption of certain income through fiscal 2027. Moreover, receipt of past and future benefits under tax agreements may depend on our ability to fulfill commitments regarding employment of personnel or performance of specified activities in the applicable jurisdiction. Changes in our business plans, including divestitures, could result in termination of an agreement or loss of benefits thereunder. If any of our tax agreements in any of these foreign jurisdictions were terminated, our results of operations would be harmed.

The Organization for Economic Cooperation and Development has been working on a Base Erosion and Profit Sharing Project, and issued in 2015, and is expected to continue to issue, guidelines and proposals that may change various aspects of the existing framework under which our tax obligations are determined in some of the countries in which we do business. The European Commission has also conducted investigations in multiple countries focusing on whether local country tax rulings or tax legislation provides preferential tax treatment that violates European Union state aid rules and concluded that certain countries, including Ireland and Belgium, have provided illegal state aid in certain cases. We can provide no assurance that additional investigations would not have an adverse impact on some of our operations in countries in which future investigations may be conducted.

In addition, the current U.S. administration and key members of Congress have made public statements indicating that tax reform is a priority. Certain changes to U.S. tax laws, including reduction of the U.S. corporate tax rate, expansion of the U.S. tax base by eliminating certain deductions, implementation of a territorial tax system, and addition of a border adjustment mechanism, could have material consequences on the amount of tax we pay in the U.S. and thereby on our financial position and results of operations.

During fiscal 2016 and continuing into the first quarter of fiscal 2018, we identified material weaknesses in our internal controls over financial reporting. If we are unable to develop, implement and maintain effective internal controls in future periods, our consolidated financial statements could contain material misstatements which would cause us to issue a restatement thereof. A restatement of our consolidated financial statements could cause our investors to lose confidence in our reported financial information and lead to a decline in our stock price.

The Sarbanes-Oxley Act of 2002 and SEC rules require that management report on the effectiveness of our internal control over financial reporting and our disclosure controls and procedures. Among other things, management must conduct an assessment of internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Based on management’s assessment, we concluded that our internal controls over financial reporting were not effective as of April 29, 2017. The specific material weaknesses are described in Item 4 of this Quarterly Report on Form 10-Q.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements would not be prevented or detected. As with any material weakness, if our remedial measures are insufficient to address the material weaknesses, or if additional material weaknesses or significant deficiencies in our internal control over financial reporting are discovered or occur in the future, our consolidated financial statements may contain material misstatements. Any material misstatements could result in a restatement of our consolidated financial statements, cause us to fail to meet our reporting obligations or cause investors to lose confidence in our reported financial information, leading to a decline in our stock price.

Even when we have remediated our material weaknesses, any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of its inherent

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limitations, internal control over financial reporting will not necessarily prevent all error and all fraud. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. In addition, we may modify the design and operating effectiveness of our internal controls, which could affect the overall effectiveness or evaluation of the control system in the future by us or our independent registered public accounting firm. We cannot ensure that any design will succeed in achieving its stated goals under all potential future conditions, as controls may become inadequate due to changes in conditions or deterioration in the degree of compliance. Any failure to maintain an effective system of internal control over financial reporting could limit our ability to provide reliable financial reports, or to detect and prevent fraud, which would harm our business.

We have been named as a party to several legal proceedings and may be named in additional ones in the future, including litigation involving our patents and other intellectual property, which could subject us to liability, require us to indemnify our customers, require us to obtain or renew licenses, require us to stop selling our products or force us to redesign our products.

We have been named as a party to several lawsuits, government inquiries or investigations and other legal proceedings (referred to as “litigation”), and we may be named in additional ones in the future. Please see “Note 9 - Commitments and Contingencies” of our Notes to the Condensed Consolidated Financial Statements set forth in Part I, Item I of this Quarterly Report on Form 10-Q for a more detailed description of a number of the litigation matters in which we are currently engaged. In particular, litigation involving patents and other intellectual property is widespread in the high-technology industry and is particularly prevalent in the semiconductor industry, where a number of companies and other entities aggressively bring numerous infringement claims to assert their patent portfolios. The amount of damages alleged in intellectual property infringement claims can often be very significant. See also, “ We may be unable to protect our intellectual property, which would negatively affect our ability to compete.”

From time to time, our subsidiaries and customers receive, and may continue to receive in the future, standards-based infringement claims, as well as claims against us and our subsidiaries’ proprietary technologies. Our subsidiaries and customers could face claims of infringement for certain patent licenses that have not been renewed. These claims could result in litigation and/or claims for indemnification, which, in turn, could subject us to significant liability for damages, attorneys’ fees and costs. Any potential intellectual property litigation also could force us to do one or more of the following:


•	stop selling, offering for sale, making, having made or exporting products or using technology that contains the allegedly infringing intellectual property;


•	limit or restrict the type of work that employees involved in such litigation may perform for us;


•	pay substantial damages and/or license fees and/or royalties to the party claiming infringement or other license violations that could adversely impact our liquidity or operating results;


•	attempt to obtain or renew licenses to the relevant intellectual property, which licenses may not be available on reasonable terms or at all; and


•	attempt to redesign those products that contain the allegedly infringing intellectual property.

Under certain circumstances, we have contractual and other legal obligations to indemnify and to incur legal expenses for current and former directors and officers. Additionally, from time to time, we have agreed to indemnify select customers for claims alleging infringement of third-party intellectual property rights, including, but not limited to, patents, registered trademarks and/or copyrights. If we are required to make a significant payment under any of our indemnification obligations, our results of operations may be harmed.

Several securities class action lawsuits were filed against us following our September 11, 2015 announcement of an independent audit committee investigation of certain accounting and internal control matters in the second quarter of fiscal 2016 and our subsequent delinquency in filing our periodic financial reports.

The ultimate outcome of litigation could have a material adverse effect on our business and the trading price for our securities. Litigation may be time consuming, expensive, and disruptive to normal business operations, and the outcome of litigation is difficult to predict. Litigation, regardless of the outcome, may result in significant expenditures, diversion of our management’s time and attention from the operation of our business and damage to our reputation or relationship with third parties, which could materially and adversely affect our business, financial condition, results of operations, cash flows and stock price.

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We are exposed to potential impairment charges on certain assets.

We had approximately $2.0 billion of goodwill on our consolidated balance sheet as of April 29, 2017 . Under generally accepted accounting principles in the United States, we are required to review our intangible assets including goodwill for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. We perform an assessment of goodwill for impairment annually on the last business day of our fiscal fourth quarter and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable.

We have identified that our business operates as a single operating segment with two components (Storage, and Networking and Connectivity), which we have concluded can be aggregated into a single reporting unit for purposes of testing goodwill impairment. As part of our restructuring announced in November 2016, our former Smart Networked Devices and Solutions component was renamed Networking and Connectivity. The fair value of the reporting unit is determined by taking our market capitalization as determined through quoted market prices and as adjusted for a control premium and other relevant factors. If our fair value declines to below our carrying value, we could incur significant goodwill impairment charges, which could negatively impact our financial results. If in the future a change in our organizational structure results in more than one reporting unit, we will be required to allocate our goodwill and perform an assessment of goodwill for impairment in each reporting unit. As a result, we could have an impairment of goodwill in one or more of such future reporting units.

In addition, from time to time, we have made investments in private companies. If the companies that we invest in are unable to execute their plans and succeed in their respective markets, we may not benefit from such investments, and we could potentially lose the amounts we invest. We evaluate our investment portfolio on a regular basis to determine if impairments have occurred. If the operations of any businesses that we have acquired declines significantly, we could incur significant intangible asset impairment charges. Impairment charges could have a material impact on our results of operations in any period.

If we were classified as a passive foreign investment company, there would be adverse tax consequences to U.S. holders of our ordinary shares.

If we were classified as a “passive foreign investment company” or “PFIC” under section 1297 of the Internal Revenue Code, of 1986, as amended (the “Code”), for any taxable year during which a U.S. holder holds ordinary shares, such U.S. holder generally would be taxed at ordinary income tax rates on any gain realized on the sale or exchange of the ordinary shares and on any “excess distributions” (including constructive distributions) received on the ordinary shares. Such U.S. holder could also be subject to a special interest charge with respect to any such gain or excess distribution.

We would be classified as a PFIC for U.S. federal income tax purposes in any taxable year in which either (i) at least 75% of our gross income is passive income or (ii) on average, the percentage of our assets that produce passive income or are held for the production of passive income is at least 50% (determined on an average gross value basis). We were not classified as a PFIC for fiscal year 2017 or in any prior taxable year. Whether we will, in fact, be classified as a PFIC for any subsequent taxable year depends on our assets and income over the course of the relevant taxable year and, as a result, cannot be predicted with certainty. In particular, because the total value of our assets for purposes of the asset test will be calculated based upon the market price of our ordinary shares, a significant and sustained decline in the market price of our ordinary shares and corresponding market capitalization relative to our passive assets could result in our being classified as a PFIC. There can be no assurance that we will not be classified as a PFIC in the future or the Internal Revenue Service will not challenge our determination concerning PFIC status for any prior period.

As we carry only limited insurance coverage, any incurred liability resulting from uncovered claims could adversely affect our financial condition and results of operations.

Our insurance policies may not be adequate to fully offset losses from covered incidents, and we do not have coverage for certain losses. For example, there is very limited coverage available with respect to the services provided by our third-party foundries and assembly and test subcontractors. In the event of a natural disaster (such as an earthquake or tsunami), political or military turmoil, widespread health issues or other significant disruptions to their operations, insurance may not adequately protect us from this exposure. We believe our existing insurance coverage is consistent with common practice, economic considerations and availability considerations. If our insurance coverage is insufficient to protect us against unforeseen catastrophic losses, any uncovered losses could adversely affect our financial condition and results of operations.

We are subject to the risks of owning real property.

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Our buildings in Santa Clara, California; Singapore; Etoy, Switzerland; and Shanghai, China subject us to the risks of owning real property, which include, but are not limited to:


•	the possibility of environmental contamination and the costs associated with remediating any environmental problems;


•	adverse changes in the value of these properties due to interest rate changes, changes in the neighborhood in which the property is located, or other factors;


•	the possible need for structural improvements in order to comply with zoning, seismic and other legal or regulatory requirements;


•	the potential disruption of our business and operations arising from or connected with a relocation due to moving to or renovating the facility;


•	increased cash commitments for improvements to the buildings or the property, or both;


•	increased operating expenses for the buildings or the property, or both;


•	possible disputes with tenants or other third parties related to the buildings or the property, or both;


•	failure to achieve expected cost savings due to extended non-occupancy of a vacated property intended to be leased; and


•	the risk of financial loss in excess of amounts covered by insurance, or uninsured risks, such as the loss caused by damage to the buildings as a result of earthquakes, floods and/or other natural disasters.

There can be no assurance that we will continue to declare cash dividends or effect share repurchases in any particular amount or at all, and statutory requirements under Bermuda Law may require us to defer payment of declared dividends or suspend share repurchases.

In May 2012, we announced the declaration of our first quarterly cash dividend. In November 2016, we announced that our board of directors had authorized a $1 billion share repurchase program and our intention to repurchase approximately $500 million worth of shares during the period from November 2016 to October 2017. Future payment of a regular quarterly cash dividend on our common shares and future share repurchases will be subject to, among other things: the best interests of our company and our shareholders; our results of operations, cash balances and future cash requirements; financial condition; developments in ongoing litigation; statutory requirements under Bermuda law; market conditions; and other factors that the board of directors may deem relevant. Our dividend payments or share repurchases may change from time to time, and we cannot provide assurance that we will continue to declare dividends or repurchase shares in any particular amounts or at all. A reduction in, a delay of, or elimination of our dividend payments or share repurchases could have a negative effect on our share price.

We are incorporated in Bermuda, and, as a result, it may not be possible for our shareholders to enforce civil liability provisions of the securities laws of the United States. In addition, our Bye-Laws contain a waiver of claims or rights of action by our shareholders against our officers and directors, which will severely limit our shareholders’ right to assert a claim against our officers and directors under Bermuda law.

We are organized under the laws of Bermuda. As a result, it may not be possible for our shareholders to affect service of process within the United States upon us, or to enforce against us in U.S. courts judgments based on the civil liability provisions of the securities laws of the United States. There is significant doubt as to whether the courts of Bermuda would recognize or enforce judgments of U.S. courts obtained against us or our directors or officers based on the civil liability provisions of the securities laws of the United States or any state, or hear actions brought in Bermuda against us or those persons based on those laws. The United States and Bermuda do not currently have a treaty providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not based solely on U.S. federal or state securities laws, would not be automatically enforceable in Bermuda.

Our Bye-Laws contain a broad waiver by our shareholders of any claim or right of action, both individually and on our behalf, against any of our officers and directors. The waiver applies to any action taken by an officer or director, or the failure

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of an officer or director to take any action, in the performance of his or her duties with or for us, other than with respect to any matter involving any fraud or dishonesty on the part of the officer or director or to any matter arising under U.S. federal securities laws. This waiver will limit the rights of our shareholders to assert claims against our officers and directors unless the act complained of involves fraud or dishonesty or arises as a result of a breach of U.S. federal securities laws. Therefore, so long as acts of business judgment do not involve fraud or dishonesty or arise as a result of a breach of U.S. federal securities laws, they will not be subject to shareholder claims under Bermuda law. For example, shareholders will not have claims against officers and directors for a breach of trust, unless the breach rises to the level of fraud or dishonesty, or arises as a result of a breach of U.S. federal securities laws.

Our Bye-Laws contain provisions that could delay or prevent a change in corporate control, even if the change in corporate control would benefit our shareholders.

Our Bye-Laws contain change in corporate control provisions, which include authorizing the issuance of preferred shares without shareholder approval. This provision could make it more difficult for a third party to acquire us, even if doing so would benefit our shareholders.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no sales of unregistered securities during the three months ended April 29, 2017 .

Issuer Purchases of Equity Securities

The following table presents details of our share repurchases during the three months ended April 29, 2017 (in thousands, except per share data):



Period (1)	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
January 29 – February 25, 2017	545,722	$	15.58	545,722	$	875,527
February 26 – March 25, 2017	5,649,594	$	15.98	5,649,594	$	785,268
March 26 – April 29, 2017	4,337,939	$	15.22	4,337,939	$	719,238
Total	10,533,255	$	15.65	10,533,255	$	719,238


(1)	The monthly periods presented above for the three months ended April 29, 2017 , are based on our fiscal accounting periods which follow a quarterly 4-4-5 week fiscal accounting period.

(2)

On November 17, 2016, the Company announced that its Board of Directors authorized a $1 billion share repurchase plan. The newly authorized stock repurchase program replaces in its entirety the prior $3.25 billion stock repurchase program, which had approximately $115 million of repurchase authority remaining as of November 17, 2016. We intend to effect share repurchases in accordance with the conditions of Rule 10b-18 under the Exchange Act, but may also make repurchases in the open market outside of Rule 10b-18 or in privately negotiated transactions. The share repurchase program will be subject to market conditions and other factors and does not obligate us to repurchase any dollar amount or number of our common shares and the repurchase program may be extended, modified, suspended or discontinued at any time.

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Item 6. Exhibits



Exhibit No.	Item	Form	File Number	Incorporated by Reference from Exhibit Number	Filed with SEC
3.1	Memorandum of Association of Marvell Technology Group Ltd.	S-1	333-33086	3.1	3/23/2000
3.2	Fourth Amended and Restated Bye-Laws of Marvell Technology Group Ltd.	8-K	000-30877	3.1	11/10/2016
3.3	Memorandum of Increase of Share Capital of Marvell Technology Group Ltd.	8-K	000-30877	3.1	7/6/2006
10.1#	Offer Letter between the Company and Neil Kim				Filed herewith
10.2#	Separation Agreement between the Company and Maya Strelar-Migotti				Filed herewith
10.3#	Separation and Form of Consulting Agreement between the Company and Dr. Pantelis Alexopoulos				Filed herewith
31.1	Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer				Filed herewith
31.2	Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial Officer				Filed herewith
32.1*	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Principal Executive Officer				Filed herewith
32.2*	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Principal Financial Officer				Filed herewith
101.INS	XBRL Instance Document				Filed herewith
101.SCH	XBRL Taxonomy Extension Schema Document				Filed herewith
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document				Filed herewith
101.DEF	XBRL Taxonomy Extension Definition Document				Filed herewith
101.LAB	XBRL Taxonomy Extension Label Linkbase Document				Filed herewith
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document				Filed herewith



#	Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
*	The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

Table of Contents

SIGNATURES

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



	MARVELL TECHNOLOGY GROUP LTD.

Date: June 5, 2017	By:	/s/ JEAN HU
		Jean Hu
		Chief Financial Officer
		(Principal Financial Officer)

Exhibit 10.1

April 16, 2017

Neil Kim

Address

Dear Neil,

It is our pleasure to offer you the position of Chief Technical Officer of Marvell Semiconductor, Inc. (the “Company"), a subsidiary of Marvell Technology Group Ltd. (“Marvell”), reporting to the Chief Executive Officer. You will be designated an “executive officer” for purposes of both Securities and Exchange Commission (“SEC”) reporting purposes and compliance with Section 16 under the Securities Exchange Act.

Base Salary

Your salary will be $450,000.00 per year.

Annual Incentive Bonus

You will be eligible to participate in the Company’s Annual Incentive Plan (“AIP”) with an annual target incentive bonus opportunity of 75% of your annual base salary. The Executive Compensation Committee (the “ECC”) in its sole discretion shall determine the performance objectives applicable to the bonus and the other terms of the AIP. The ECC shall determine the actual amount of bonus earned, if any, after the conclusion of each applicable fiscal year and may exercise negative discretion with respect thereto.

Equity Awards

You will be recommended to ECC for the following grants:


•	Time Based RSU Award (TB-RSU) - a restricted stock unit award of common shares of Marvell equal to: $600,000 / Share Price (as defined below), rounded down to the nearest whole share.

The TB-RSU shall vest over three (3) years at the rate of 33% on the first anniversary of the vesting start date, 33% on the second anniversary of the vesting start date and 34% on the third anniversary of the vesting start date; provided that you continue to serve as a service provider through each applicable vesting date.


•	Performance Based RSU Award based on Total Shareholder Return (TSR-RSU) - a restricted stock unit award of common shares of Marvell equal to: $450,000 / Share Price (as defined below), rounded down to the nearest whole share (such amount is the “target” number).

The TSR-RSU shall vest on the third anniversary of the vesting start date based on achievement of performance objectives relating to the relative total shareholder return of Marvell’s stock as compared to the total shareholder return of certain companies of the Philadelphia Semiconductor Sector Index over a fixed performance period as approved by the ECC, provided that you continue to serve as a service provider through the third anniversary of the vesting start date. Additional information on the performance period and objectives, companies used in the Index, payout formula (under which the number of shares that could vest under the TSR-RSU can range from zero to 150% of the target number) and other terms for the TSR-RSU will be set forth in the award agreement.


•	Performance Based RSU Award based on Operating Performance Metrics (OP-RSU) - a restricted stock unit award of common shares of Marvell equal to: $450,000 / Share Price (as defined below), rounded down to the nearest whole share (such amount is the “target” number)

The OP-RSU shall vest based on the achievement of certain operating performance metrics as established for Marvell’s executive team and approved by the ECC. The metrics and relative weightings (as well as the maximum number of shares that could vest under this award if performance exceeds the target achievement level up to a maximum of 200% of target) have been approved by the ECC and will be measured as of the end of the applicable financial period. The shares that have been deemed to have been earned (if any) upon the successful achievement of such metrics will vest 100% on the third anniversary of the vesting commencement date, provided that you continue to serve as a service provider through such vesting date.

Hire-On Awards

In addition to the above awards, and to induce you to come out of retirement and resign two of your current directorships with other companies (and thereby lose such compensation), you will also be recommended for the following additional hire-on equity awards and signing bonus:


•	Hire-On Time Based RSU Award (HOTB-RSU) - a restricted stock unit award of common shares of Marvell equal to: $700,000 / Share Price (as defined below), rounded down to the nearest whole share.

The HOTB-RSU shall vest over three (3) years at the rate of 33% on the first anniversary of the vesting start date, 33% on the second anniversary of the vesting start date and 34% on the third anniversary of the vesting start date; provided that you continue to serve as a service provider through each applicable vesting date.


•	Hire-On Performance Based RSU Award based on Total Shareholder Return (HOTSR-RSU) - a hire-on restricted stock unit award of common shares of Marvell equal to: $530,000 / Share Price (as defined below) rounded down to the nearest whole share (such amount is the “target” number).

The HOTSR-RSU shall vest on the third anniversary of the vesting start date based on achievement of performance objectives relating to the relative total shareholder return of Marvell’s stock as compared to the total shareholder return of certain companies of the Philadelphia Semiconductor Sector Index over a fixed performance period as approved by the ECC, provided that you continue to serve as a service provider through the third anniversary of the vesting start date. Additional information on the performance period and objectives, companies used in the Index, payout formula (under which the number of shares that could vest under the TSR-RSU can range from zero to 150% of the target number) and other terms for the TSR-RSU will be set forth in the award agreement.


•	Hire-On Performance Based RSU Award based on Operating Performance Metrics (HOOP-RSU) - a restricted stock unit award of common shares of Marvell equal to: $530,000 / Share Price (as defined below) rounded down to the nearest whole share (such amount is the “target” number)

The HOOP-RSU shall vest based on the achievement of certain operating performance metrics as established for Marvell’s executive team and approved by the ECC. The metrics and relative weightings (as well as the maximum number of shares that could vest under this award if performance exceeds the target achievement level up to a maximum of 200% of target) have been approved by the ECC and will be measured as of the end of the applicable financial period. The shares that have been deemed to have been earned (if any) upon the successful achievement of such metrics will vest 100% on the third anniversary of the vesting commencement date, provided that you continue to serve as a service provider through such vesting date.

•

Cash Signing Bonus . You will also be paid a one-time cash bonus of $500,000 US Dollars (USD), subject to applicable withholding taxes, which will be paid within 30 days of your commencement of employment. Cash bonus, though paid in advance, is earned over the year of your employment, and is paid in consideration of your provision of services over the year period. If you voluntarily terminate your employment with the Company within the first year of your date of hire, you will be required to repay the Company a pro-rated amount of the bonus based on the number of days remaining in the 365 day period.

For purposes of the equity awards described above, “Share Price” shall mean the closing price of the common shares of Marvell (NASDAQ: MRVL) on the date of grant.

For purposes of the above awards, the vesting start date shall be the effective grant date of the Award granted by the ECC, which generally meets on the 15th of the month following the month in which you begin employment with the Company.

All Marvell equity awards are subject to final review and approval by the ECC and all applicable securities law restrictions. In addition, all of the proposed equity awards set forth herein will be subject to your return to us of completed, signed award agreements (or acceptance of such award in accordance with the Company policies related to such awards). All dollar amounts are U.S. dollars.

Change-in-Control

You will be eligible to participate in the Marvell Change in Control and Severance Plan (“CIC Plan”) at the “Tier 2” level, subject to the terms and conditions of the CIC Plan and the form of Tier 2 agreement attached hereto as Appendix A.

Relocation Benefits

During the first month of your employment you will be based at your home office and you will be entitled to reimbursement of your associated business travel expenses during that time. Thereafter, your place of employment shall be at the headquarters. In the event you close the sale of your current residence within 18 months of your start date, the Company will reimburse you the amount of your broker’s commission at 6% of the actual selling price of your home. The Company will also provide you with relocation assistance of up to $200,000.00 US Dollars, subject to applicable withholding taxes. Relocation assistance, though paid in advance, is earned over the first twenty-four (24) months of your employment, and is paid in consideration of your provision of services over the twenty-four month period. If you voluntarily terminate your employment with the Company within twenty-four (24) months of your date of hire, you will be required to repay the Company the following portion of the relocation assistance. The amount to be repaid shall be the product of (a) the sum of $75,000 plus the amount of the broker’s commission, if any reimbursed to you, multiplied by (b) a fraction, the numerator of which is 24 minus the number of full months that have elapsed between the commencement and termination of your employment and the denominator which shall be 24.

Other Terms

Regarding service on the boards of other companies, we agree that you may serve on the boards of up to two publicly traded companies, subject to approval in advance of the companies per the Company’s policies relating to conflicts of interests and board service. Your employment with the Company is at the mutual consent of you, the employee, and the Company, the employer. Your employment with the Company is at will, meaning that either you or the Company may terminate the employment relationship at any time, with or without cause. The at-will nature of your employment may only be changed by a written agreement approved by the ECC. During your employment, you will be subject to and agree to abide by and acknowledge all employment policies the Company has or adopts from time to time including, but not limited to, the Company New Hire Employee Agreement, which contains Confidential Information and Invention Assignment and Arbitration Agreements.

In accordance with the Immigration Reform and Control Act of 1986, it will be necessary for you to submit documents to Human Resources evidencing both your employment authorization and identity within three (3) business days of your date of hire. Acceptable documents include, but are not limited to:


•	A valid driver’s license and social security card, or


•	A current passport

Please note your offer is contingent upon:


•	Successful completion of a routine background investigation and reference checks;


•	The Company’s receipt from you of a signed New Hire Employee Agreement, which contains the Company's Confidential Information and Invention Assignment Agreement and Arbitration Agreement; and


•	Completion of visa, license requirements, and government restricted party screening requirements, if applicable.

Marvell Semiconductor, Inc. is an exciting company whose mission is to be the leading provider of high performance and high value-added mixed-signal integrated circuits for the computer, storage, communications and multimedia markets. We look forward to your acceptance as we believe you will be an important addition to our team in achieving our near and long term objectives.

This letter (if accepted) and the New Hire Employee Agreement, which contains the Company's Arbitration Agreement and Confidential Information and Invention Assignment Agreement, along with any documents referred to in this letter, including the Company’s employment policies, constitute the entire agreement between you and the Company regarding the terms of your employment, and supersede any prior representations or agreements, whether written or oral, concerning the terms of your employment. This letter may not be modified or amended except by a signed written agreement from the Company.

To accept this offer, please sign below and return the letter to me. This offer expires on April 21, 2017. Before submitting your response please print a copy of this letter for your records.

Sincerely,

/s/ Matt Murphy

Matt Murphy

President and Chief Executive Officer

Accepted By:



/s/ Neil Kim		April 24, 2017
Neil Kim	Date Signed	Start Date

TIER 2

Appendix A

Marvell Technology Group Ltd. Change in Control and Severance Plan

Participation Agreement

Marvell Technology Group Ltd. (the “ Company ”) is pleased to inform you, , that you have been selected to participate in the Company’s Change in Control and Severance Plan (the “ Plan ”) as a Participant.

A copy of the Plan was delivered to you with this Participation Agreement. Your participation in the Plan is subject to all of the terms and conditions of the Plan. The capitalized terms used but not defined herein will have the meanings ascribed to them in the Plan.

In order to actually become a participant in the Plan, you must complete and sign this Participation Agreement and return it to [NAME] no later than [DATE].

In the event of a Change in Control where the successor corporation does not assume your Equity Awards or substitute Equity Awards for substantially similar awards with the same or more favorable vesting schedule as your Equity Awards, then your Equity Awards will accelerate and vest in full in accordance with Section 3 of the Plan.

Also, the Plan describes in detail certain circumstances under which you may become eligible for certain Severance Benefits under Section 5 of the Plan if, during the Change in Control Period, you incur an Involuntary Termination. If you become eligible for Severance Benefits as described in the Plan, then subject to the terms and conditions of the Plan, you will receive:

1. Cash Severance Benefits .

a. Base Salary . A lump-sum payment (less applicable withholding taxes) equal to 18 months of your annual base salary as in effect immediately prior to your Involuntary Termination (or if your Involuntary Termination is a termination for Good Reason due to a material reduction in your level of annual base salary, your annual base salary as in effect immediately prior to such reduction) or, if greater, at the level in effect immediately prior to the Change in Control.

b. Bonus . A lump-sum payment equal to 150% of your annual target bonus for the fiscal year in which your Involuntary Termination occurs or, if greater, your annual target bonus in effect immediately prior to the Change in Control.

c. Pro-Rata Bonus . A lump-sum payment equal to your annual target bonus for the fiscal year in which your Involuntary Termination occurs, pro-rated for the number of full months employed during the fiscal year.

2. Equity Award Vesting Acceleration . 100% of your then-outstanding and unvested Equity Awards will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to 100% of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s); provided however, that (A) if there is no “target” level, then the number that will vest shall be 100% of the maximum amount that could vest with respect to that relevant measurement period(s); and (B) if the performance period has been completed and the actual performance achieved is greater than the target level, then the number that will vest shall be 100% of the amount that would vest based on that actual performance achievement level with respect to that relevant measurement period; and (C) if the performance criteria is a Total Shareholder Return (“TSR”) or other measure based on the value of the Company’s stock, the amount that will vest will be calculated as if the measurement period ended on the date of the Change in Control (and including the final closing price of the Company’s stock on such date). Any Company stock options and stock appreciation rights shall thereafter remain exercisable following the Employee’s employment termination for the period prescribed in the respective option and stock appreciation right agreements.

3. Continued Medical Benefits . Your reimbursement of continued health coverage under COBRA or taxable monthly payment in lieu of reimbursement, as applicable, and as described in Section 5.3 of the Plan will be provided for a period of 18 months following your termination of employment. Notwithstanding the foregoing, if you are not employed in the United States, the benefit under this paragraph will be a regional equivalent to COBRA determined by the Administrator in its sole discretion.

In order to receive any Severance Benefits for which you otherwise become eligible under the Plan, you must sign and deliver to the Company the Release, which must have become effective and irrevocable within the requisite period.

By your signature below, you and the Company agree that your participation in the Plan is governed by this Participation Agreement and the provisions of the Plan. Your signature below confirms that: (1) you have received a copy of the Change in Control and Severance Plan and Summary Plan Description; (2) you have carefully read this Participation Agreement and the Change in Control and Severance Plan and Summary Plan Description; and (3) decisions and determinations by the Administrator under the Plan will be final and binding on you and your successors.




MARVELL TECHNOLOGY GROUP LTD.				PARTICIPANT


Signature				Signature


Name				Date


Title

Attachment: Marvell Technology Group Ltd. Change in Control and Severance Plan and Summary Plan Description

[Signature Page to the Participation Agreement]

Exhibit 10.2

October 14, 2016

Maya Strelar-Migotti

Dear Maya,

This letter agreement (this “Agreement”) sets forth the terms and conditions of your separation from Marvell Semiconductor, Inc., a California corporation, and any affiliate thereof (individually and collectively, the “Company”). You should consult with your own attorney prior to signing this Agreement.

In exchange for valuable consideration given to you by the Company, the receipt and adequacy of which you hereby acknowledge, you hereby accept and agree to the following terms and conditions of your separation from the Company:

SEPARATION. You will remain an employee of the Company through your resignation date of January 7, 2017, unless your employment terminates earlier in accordance with Section 12 below (the last day of employment, whether January 7, 2017 or earlier, shall be referred to as the “Separation Date”). Effective October 14, 2016, you are released from your day-to-day responsibilities and no longer report to work, but you agree to be available as needed through the Separation Date to provide consultation and transition services to the Company. You agree to execute the Termination Certificate attached to this Agreement as Exhibit A on the Separation Date. You agree to execute the Bridge Release attached to this Agreement as Exhibit C no earlier than the Separation Date and no later than 7 days following your Separation Date.

FINAL PAYMENTS. On the Separation Date, the Company will pay you your final paycheck, which will include all wages due and owing through the Separation Date, as well as payment for any accrued, unused flexible time off (“FTO”), i.e., vacation pay, earned through the Separation Date, subject to standard deductions and withholdings. You are entitled to, and will be paid, all wages due and owing, as well as payment for accrued, unused FTO, upon the termination of your employment, regardless of whether you sign this Agreement.


3.	SEPARATION BENEFITS. The Company shall provide you with the following special separation benefits (collectively, “Separation Benefits”):


a.	You will continue to receive your base salary through the Separation Date (“Salary Continuation”);

The Company will pay you a separation payment in the amount of $400,000, which is the equivalent of one year of base salary, and a lump sum cash payment of $300,000, which is the equivalent for your target annual bonus for fiscal year 2017 (collectively, the “Separation Payment”). The Separation Payment is payable within 30 business days after your Separation Date and will be subject to applicable tax withholding;

The Company will pay you a lump sum cash payment of $24,270, which is the equivalent of the value of twelve (12) months’ premium for continuation of coverage under the Marvell Semiconductor Medical, Dental and Vision Plans for you and your dependents (“COBRA Lump Sum”). You are not required to elect continuation of coverage to receive this benefit. The COBRA Lump Sum is payable within 30 business days after your Separation Date and will subject to applicable tax withholding.


d.	No portion of the sign-on bonus paid pursuant to your offer letter dated June 24, 2015 shall be repayable.

EQUITY. You were previously granted certain options to acquire shares of Common Stock of the Company’s parent corporation, Marvell Technology Group Ltd., a Bermuda corporation (the “Parent”), as well as Restricted Stock Units (“RSU’s”) and performance shares (the stock option, performance shares and RSU grants are referred to collectively as the “Grant”). A detailed description of your Grant, reflecting vesting information as of January 7, 2017, is set forth in the Closing Statement attached to this Agreement as Exhibit B. As of the Separation Date, you shall cease to vest in any shares of Common Stock and RSU’s under the Grant. On or after the Separation Date, you will receive an updated Closing Statement reflecting vesting information though the Separation Date. As of the Separation Date, all unvested shares under the Grant will be cancelled


5.	ESPP CONTRIBUTIONS. On the Separation Date, you will be refunded all contributions made by you (if any) during the current enrollment period to the Company 2000 Employee Stock Purchase Plan (“ESPP”). Your ESPP reimbursement will be included in the final paycheck. You agree that as of the Separation Date, you will no longer be eligible to participate in the ESPP.

HEALTH INSURANCE. If you are currently participating in the Company's group health insurance plans, these plans will cease as of the last day of the month in which your employment terminates. Thereafter, you are entitled to continue to participate in these programs through COBRA provided that you properly elect to continue your health insurance benefits under COBRA and pay the COBRA premiums. You will be provided with a separate notice of your COBRA rights.


7.	EXPENSE REIMBURSEMENTS. You agree to submit any final business expenses for reimbursement as soon as possible, but no later than October 31, 2016. Any outstanding expense reimbursements will be made to you within 30 days of this Agreement. You covenant and agree not to incur any further expenses or out of pocket charges on behalf of the Company after the date of this letter.

OTHER COMPENSATION AND BENEFITS. Except as expressly provided for in this Agreement, you will not receive (nor are you entitled to receive) any other salary, bonuses, vacation or other paid leave, stock options, RSUs, or any other compensation or benefits of any kind. You are not eligible for, and you will not receive, any further bonus or other incentive compensation. You acknowledge that, except as expressly set forth in this Agreement, you are not entitled to receive any severance or separation benefits. You understand and agree that the payments and benefits to be provided to you pursuant to this Agreement substantially exceed the benefits to which you would be entitled in the absence of this Agreement and no other compensation is owed to you except as provided herein.

GENERAL RELEASE. You and your representatives completely release the Company, its affiliated, related, sibling, parent and subsidiary companies, and their present and former directors, officers, employees and insurers (collectively, the “Released Parties”) from all claims of any kind, known and unknown, that you had in the past or now have against the Released Parties through the date you sign this Agreement (except for claims arising out of this Agreement). Without limitation, this full waiver and release includes all claims for compensation of any kind, and all claims arising from your employment with the Company, the termination of your employment, and/or the events leading up to the termination of your employment, and the terms of the Grant or its cancellation, whether based on contract, tort, statute, local ordinance, regulation or any comparable law in any jurisdiction (collectively, the “Released Claims”). By way of example and not in limitation, the Released Claims shall include any claims arising under section 806 of the Sarbanes-Oxley Act of 2002 (“Civil Whistle Blower Provisions”), Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit and Protection Act, the Family and Medical Leave Act, the California Labor Code, the California Family Rights Act and the California Fair Employment and Housing Act, as well as any claims asserting wrongful termination, discrimination, retaliation, harassment, breach of contract, breach of the covenant of good faith and fair dealing, all claims related to the return or recovery of any personal property allegedly remaining with or left at the Company, negligent or intentional infliction of emotional distress, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage, and defamation, provided, however, that you are not releasing any claims to challenge the validity of this release under the Age Discrimination in Employment Act, any claims that arise after you sign this Agreement, or any claims that you cannot waive by operation of law. Additionally, nothing in this Agreement precludes you from filing a charge or complaint with or participating in any investigation or proceeding before any federal or state agency, including the Equal Employment Opportunity Commission (“EEOC”). However, while you may file a charge and participate in any proceeding conducted by a state or federal agency, by signing this Agreement, you waive your right to bring a lawsuit against the Released Parties and waive your right to individual monetary recovery in any action or lawsuit initiated by the EEOC or any federal or state agency.

10.

SECTION 1542 WAIVER. You understand and further agree that because this release specifically covers all known and unknown or unanticipated claims, rights, demands, actions, obligations, liabilities, and causes of action of every kind and character that would otherwise come within the scope of the released claims as described in Sections 9 and 17, you waive your rights under California Civil Code section 1542, which states as follows:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

You knowingly and voluntarily hereby expressly waive and relinquish all rights and benefits that you may now have, or in the future may have, under section 1542 of the California Civil Code and any law of any jurisdiction of similar effect with respect to your release of any claims, including unknown claims, you may have against the Released Parties. Notwithstanding the above, this Agreement is not waiving (a) claims relating to the validity of this Agreement; (b) claims

which are not legally waiveable; (c) claims for coverage under any D&O or other similar insurance policy or (d) claims for indemnification under any statute or agreement with the Company.


11.	COVENANT NOT TO SUE. You also agree not to initiate or cause to be initiated against any of the Released Parties any lawsuit or proceedings of any kind concerning any events or claims that predate your signing this Agreement, subject to the limitations set forth in Section 9.


12.	EARLIER RESIGNATION . You may commence other employment or consulting work prior to the Separation date, provided you give us notice of such employment and, if it is with a direct competitor, you agree to resign your employment with the Company.


13.	LIMITATIONS ON AUTHORITY. You acknowledge and agree that you are no longer authorized to incur any expenses, obligations, or liabilities on behalf of the Company, or to represent or purport to represent the Company in any manner with any third party.

14.

COMPANY PROPERTY AND PROPRIETARY INFORMATION. You hereby represent and warrant to the Company that you have returned to the Company all Company documents (and all copies thereof) and other Company property which you have had in your possession at any time, including, but not limited to, Company files, notes, drawings, records, business plans and forecasts, financial information, specifications, computer-recorded information, tangible property (including cellular telephones and laptop computers), credit cards, entry cards, and keys; and, any materials of any kind which contain or embody any proprietary or confidential information of the Company (and all reproductions thereof) (“Company Property”). You also acknowledge that the terms of the Confidential Information and Invention Assignment Agreement you signed as a condition of your employment with the Company shall remain in effect after your employment with the Company ends.

15.

NONDISPARAGEMENT. You understand and agree that as a condition of the benefits the Company has agreed to give you pursuant to this Agreement, you will not at any time disparage the Company, make any false or derogatory statements to any person or entity, including any media outlet, in any manner likely to be harmful to the Company, or to the personal or business reputation of the Company, its directors, shareholders, agents, and employees. Nothing in this section shall prohibit you from providing truthful information in response to a subpoena or other legal process.

16.

CONFIDENTIALITY. You understand and agree to hold the provisions of this Agreement in strictest confidence as a condition of the benefits, and you agree not to publicize or disclose the terms of this Agreement in any manner whatsoever; provided, however, that you may disclose this Agreement to: (a) your spouse or domestic partner; (b) your attorney, accountant, or financial advisor; or (c) insofar as disclosure may be necessary to enforce its terms or as required by law.

17.

VOLUNTARY AND KNOWING RELEASE. You expressly understand and acknowledge that among the various rights and claims being waived and released by you are any and all claims arising under the Age Discrimination in Employment Act of 1967, as amended, the California Fair Employment and Housing Act, and any federal, state, or local discrimination, employment or other laws. By your signature below, you acknowledge each of the following:

(a) that you have read and understood this Agreement;

(b) that you fully understand the Agreement’s contents and legal effect, and that you understand that by signing this Agreement you are giving up any legal claims you have against Marvell;

(d) that you have been advised to consult with your own attorney prior to signing this Agreement, and that you obtained such advice or have voluntarily declined to seek such counsel;

(e) that you have chosen to enter into this Agreement freely, without coercion and based upon your own judgment and not in reliance upon any promises made by the Company other than those contained in this Agreement; and

(f) that you may revoke the Agreement by delivering a written notice of revocation to me, no later than the seventh day after you sign the Agreement.


18.	EFFECTIVE DATE. For all purposes, this Agreement shall become effective on the eighth day after you execute the Agreement so long as you have not revoked the Agreement in accordance with Section 17(f) (“Effective Date”).

19.

ENTIRE AGREEMENT. This Agreement constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with respect to the subject matter hereof. The Agreement is executed without reliance upon any promise, warranty or representation, written or oral, by any party or any representative of any party other than those expressly contained herein and it supersedes any other such promises, warranties or representations. You acknowledge that you have carefully read this Agreement, have been afforded the opportunity to be advised of its meaning and consequences by an attorney, and signed the same of your own free will. This Agreement may not be amended or modified except in writing signed by both you and the Company’s Chief Legal Officer. Each party will bear its own costs or fees incurred in connection with the making of this Agreement.

20.

APPLICABLE LAW. This Agreement shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of the State of California as applied to contracts made and to be performed entirely within California. Any action brought to enforce this Agreement, and any action arising out of, in connection with, or relating to this Agreement, shall be subject to the exclusive jurisdiction of the state and federal courts located in the Northern District of California. Both parties waive the right to a jury trial in any such action, and each party shall bear the costs and fees it incurs in any such action.

21.

SEVERABILITY. If a court of competent jurisdiction determines that any term or provision of this Agreement is invalid or unenforceable, in whole or in part, then the remaining terms and the provisions hereof shall be unimpaired. Such court will have the authority to modify or replace the invalid or unenforceable term or provision with a valid and enforceable term or provision that most accurately represents the parties’ intention with respect to the invalid or unenforceable term or provision.

22.

SUCCESSORS AND ASSIGNS. This Agreement shall bind the heirs, personal representatives, successors, assigns, executors, and administrators of each party, and inures to the benefit of each party, its or his/her heirs, successors and assigns. However, because of the unique and personal nature of your duties under this Agreement, you agree that you may not delegate the performance of your duties under this Agreement.

If this Agreement is acceptable to you, please sign and return it to Mitchell Gaynor no later than 21 days from today.

Sincerely,

Marvell Semiconductor, Inc.

By: /s/ Mitchell Gaynor

Mitchell Gaynor

Executive Vice President, Chief Legal Officer and Secretary

PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

/s/ Maya Strelar-Migotti

Maya Strelar-Migotti

Date: 10/14/16

EXHIBIT A

TERMINATION CERTIFICATE

This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, marketing materials, sales materials, customer lists, other documents or property, or reproductions of any aforementioned items belonging to Marvell Technology Group Ltd. family of companies, including the subsidiary or affiliate with which I am employed, Marvell Semiconductor, Inc. (“MSI”), (collectively referred hereto as the “Company”).

Additionally, I specifically certify that I have not discussed with nor delivered or disclosed to any other person or entity any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, marketing materials, sales materials, customer lists, other documents or property, or reproductions of any aforementioned items belonging to the Company.

I acknowledge that while employed with MSI I had access to certain information related to the Company’s various business relationships and marketing strategies. This information includes among other things, information pertaining to the Company’s joint product development efforts and marketing plans for new product introductions. I acknowledge that any release of this information by me to a subsequent employer or to any other person or entity is specifically prohibited even after my separation from the Company.

I further certify that I have complied and will comply with all the terms of the New-Hire Employee Agreement (“the Agreement”) executed by me in connection with commencement of my employment with MSI. I also confirm, in compliance with the Agreement, that for twelve (12) months from this date, I will not either directly or indirectly solicit, induce, recruit, or encourage any of the Company’s employees, contract employees, or consultants to leave their work, or take away such employees, contract employees, or consultants, or attempt to solicit, induce, recruit, encourage or take away employees, contract employees, or consultants of the Company, either for myself or for any other person or entity. I also agree that, in compliance with the Agreement, I will preserve as confidential and will not discuss with or deliver to a subsequent employer or to any other person or entity any Confidential Information (as that term is defined in the Agreement between the Company and me), including without limitation any trade secrets, confidential knowledge, data, or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, other original works of authorship, customer lists, business plans, marketing plans, sales plans, financial information, or other subject matter pertaining to any business of the Company, any of its employees, clients, consultants, licensees.

I also agree that, in compliance with the Agreement, that all disputes arising out of or in any way related to my employment with MSI or the termination of my employment, including claims for breach of contract (including the Agreement), discrimination, harassment, wrongful termination, or violation of federal, state or local statute, shall be resolved through final, binding arbitration as provided in Exhibit E of the Agreement.



Date:
			Maya Strelar-Migotti

EXHIBIT B

[CLOSING STATEMENT - STOCK OPTION / RSU GRANTS]

EXHIBIT C

BRIDGE RELEASE

In exchange for the benefits provided to me by Marvell Semiconductor, Inc. (the “Company”) as set forth in the Letter dated October 14, 2016 (the “Separation Agreement”), I, Maya Strelar-Migotti, agree to the following Complete Release of All Claims up to and including the date I sign below (“Bridge Release”):

GENERAL RELEASE. You and your representatives completely release the Company, its affiliated, related, sibling, parent and subsidiary companies, and their present and former directors, officers, employees and insurers (collectively, the “Released Parties”) from all claims of any kind, known and unknown, that you had in the past or now have against the Released Parties through the date you sign this Bridge Release (except for claims arising out of the Separation Agreement and this Bridge Release). Without limitation, this full waiver and release includes all claims for compensation of any kind, and all claims arising from your employment with the Company, the termination of your employment, and/or the events leading up to the termination of your employment, and the terms of the Grant or its cancellation, whether based on contract, tort, statute, local ordinance, regulation or any comparable law in any jurisdiction (collectively, the “Released Claims”). By way of example and not in limitation, the Released Claims shall include any claims arising under Section 806 of the Sarbanes-Oxley Act of 2002 (“Civil Whistle Blower Provisions”), Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit and Protection Act, the Family and Medical Leave Act, the California Labor Code, the California Family Rights Act, and the California Fair Employment and Housing Act, as well as any claims asserting wrongful termination, discrimination, retaliation, harassment, breach of contract, breach of the covenant of good faith and fair dealing, all claims related to the return or recovery of any personal property allegedly remaining with or left at the Company, negligent or intentional infliction of emotional distress, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage, and defamation, provided, however, that you are not releasing any claims to challenge the validity of this release under the Age Discrimination in Employment Act, any claims brought before the EDD, any claims that arise after you sign this Bridge Release, or any claims that you cannot waive by operation of law. Not withstanding the above, this Agreement is not waiving (a) claims relating to the validity of this Agreement; (b) claims which are not legally waiveable; (c) claims for coverage under any D&O or other similar insurance policy or (d) claims for indemnification under any statute or agreement with the Company.


2.	SECTION 1542 WAIVER. You further agree that because this release specifically covers known and unknown claims, you waive your rights under Section 1542 of the California Civil Code, which states as follows:

You hereby expressly waive and relinquish all rights and benefits under Section 1542 of the California Civil Code and any law of any jurisdiction of similar effect with respect to your release of any claims, including unknown claims, you may have against the Released Parties.


3.	VOLUNTARY AND KNOWING RELEASE. By your signature below, you acknowledge each of the following:

(a) that you have read this Bridge Release;

(b) that you fully understand the Bridge Release’s contents and legal effect, and that you understand that by signing this Bridge Release you are giving up any legal claims you have against Marvell;

(d) that you have been advised to consult with your own attorney prior to signing this Bridge Release, and that you obtained such advice or have voluntarily declined to seek such counsel;

(e) that you have chosen to enter into this Bridge Release freely, without coercion and based upon your own judgment and not in reliance upon any promises made by the Company other than those contained in this Bridge Release; and


4.	ENTIRE AGREEMENT. This Bridge Release and the Separation Agreement, constitute the complete, final and exclusive embodiment of the entire agreement between you and the Company with respect to the subject matter hereof. The Bridge Release is executed without reliance upon any promise, warranty or representation, written or oral, by any party or any

representative of any party other than those expressly contained in the Separation Agreement and it supersedes any other such promises, warranties or representations. You acknowledge that you have carefully read this Bridge Release, have been afforded the opportunity to be advised of its meaning and consequences by an attorney, and signed the same of your own free will. This Bridge Release may not be amended or modified except in writing signed by both you and the Company’s Chief Legal Officer. Each party will bear its own costs or fees incurred in connection with the making of this Bridge Release.

APPLICABLE LAW. This Bridge Release shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of the State of California as applied to contracts made and to be performed entirely within California. Any action brought to enforce this Bridge Release, and any action arising out of, in connection with, or relating to this Bridge Release, shall be subject to the exclusive jurisdiction of the state and federal courts located in the Northern District of California. Both parties waive the right to a jury trial in any such action, and each party shall bear the costs and fees it incurs in any such action.

PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

___________________________

Maya Strelar-Migotti

Date: ______________________

Exhibit 10.3

January 23, 2017

Pantelis Alexopoulos

Dear Pantelis,

SEPARATION. You will remain an employee of the Company through your resignation date of April 30, 2017 (referred to as the “Separation Date”). You agree to execute the Termination Certificate attached to this Agreement as Exhibit A on the Separation Date. You agree to execute the Bridge Release attached to this Agreement as Exhibit C no earlier than the Separation Date and no later than 7 days following your Separation Date.


3.	SEPARATION BENEFITS. Provided that you continue to perform your duties through the Separation Date and are not terminated for Cause (as defined below) prior to the Separation Date, the Company shall provide you with the following special separation benefits (collectively, “Separation Benefits”):


a.	You will continue to receive your base salary through the Separation Date (“Salary Continuation”);

The Company will pay you a separation payment in the amount of $400,000, which is the equivalent of one year of base salary, and a lump sum cash payment of $300,000, which is the equivalent for your target annual bonus for fiscal year 2018, and a lump sum cash payment of $240,000, which is in lieu of your incentive compensation bonus for fiscal year 2017 (collectively, the “Separation Payment”). The Separation Payment is payable within 30 business days after your Separation Date and will be subject to applicable tax withholding;

The Company will pay you a lump sum cash payment of $22,700, which is the equivalent of the value of twelve (12) months’ premium for continuation of coverage under the Marvell Semiconductor Medical, Dental and Vision Plans for you and your dependents (“COBRA Lump Sum”). You are not required to elect continuation of coverage to receive this benefit. The COBRA Lump Sum is payable within 30 business days after your Separation Date and will subject to applicable tax withholding.

For purposes of this Section 3, “Cause” means : (A) an act of material dishonesty in connection with your job responsibilities; (B) conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or moral turpitude; (C) gross misconduct; (D) willful unauthorized use or disclosure of any proprietary information or trade secrets of the Company or Marvell Technology Group Ltd. (“Marvell”); (E) willful breach of any obligations under any written agreement with the Company or Marvell that is not cured within 10 days after your receipt of written notice from the Company specifying the breach; (F) willful refusal to cooperate in good faith with a governmental or internal investigation of the Company, Marvell or their directors, officers or employees, if the Company or Marvell has requested your cooperation.


e.	Should Marvell terminate Alexopoulos’ employment for cause, and/or refuses to pay Alexopoulos any of the payments set forth above in paragraph 3, Alexopoulos may seek to enforce his rights under this agreement and to obtain the above payments. In any such action the prevailing party is entitled to reasonable attorney’s fees and costs.


4.	CONSULTING SERVICES. The Company desires to utilize your experience and knowledge following the Separation Date by establishing a consulting relationship with you pursuant to a Consulting Agreement between you and MSI in the form attached hereto as Exhibit D (the “Consulting Agreement”).

EQUITY. You were previously granted certain options to acquire shares of Common Stock of the Company’s parent corporation, Marvell Technology Group Ltd., a Bermuda corporation (the “Parent”), as well as Restricted Stock Units (“RSU’s”) and performance shares (the stock option, performance shares and RSU grants are referred to collectively as the “Grant”). A detailed description of your Grant, reflecting vesting information as of January 23, 2017, is set forth in the Closing Statement attached to this Agreement as Exhibit B. As of the Separation Date, you shall cease to vest in any shares of Common Stock, options and RSU’s under the Grant. On or after the Separation Date, you will receive an updated Closing Statement reflecting vesting information though the Separation Date. As of the Separation Date, all unvested shares under the Grant will be cancelled.


6.	ESPP CONTRIBUTIONS. On the Separation Date, you will be refunded all contributions made by you (if any) during the current enrollment period to the Company 2000 Employee Stock Purchase Plan (“ESPP”). Your ESPP reimbursement will be included in the final paycheck. You agree that as of the Separation Date, you will no longer be eligible to participate in the ESPP.


8.	EXPENSE REIMBURSEMENTS. You agree to submit any final business expenses for reimbursement as soon as possible, but no later than May 30, 2017. Any outstanding expense reimbursements will be made to you within 30 days of this Agreement. You covenant and agree not to incur any further expenses or out of pocket charges on behalf of the Company after the date of this letter.

10.

11.


12.	COVENANT NOT TO SUE. You also agree not to initiate or cause to be initiated against any of the Released Parties any lawsuit or proceedings of any kind concerning any events or claims that predate your signing this Agreement, subject to the limitations set forth in Section 9.


13.	LIMITATIONS ON AUTHORITY. You acknowledge and agree that you are no longer authorized to incur any expenses, obligations, or liabilities on behalf of the Company, or to enter into any contracts or arrangements on behalf of the Company in any manner with any third party.

14.

15.

16.

17.

(a) that you have read and understood this Agreement;

(b) that you fully understand the Agreement’s contents and legal effect, and that you understand that by signing this Agreement you are giving up any legal claims you have against Marvell;

(d) that you have been advised to consult with your own attorney prior to signing this Agreement, and that you obtained such advice or have voluntarily declined to seek such counsel;

(f) that you may revoke the Agreement by delivering a written notice of revocation to me, no later than the seventh day after you sign the Agreement.


18.	EFFECTIVE DATE. For all purposes, this Agreement shall become effective on the eighth day after you execute the Agreement so long as you have not revoked the Agreement in accordance with Section 17(f) (“Effective Date”).

19.

20.

21.

22.

If this Agreement is acceptable to you, please sign and return it to Mitchell Gaynor no later than 21 days from today.

Sincerely,

Marvell Semiconductor, Inc.

By: /s/ Mitchell Gaynor

Mitchell Gaynor

Executive Vice President, Chief Legal Officer and Secretary

PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

Agreed:

/s/ Pantelis Alexopoulos

Pantelis Alexopoulos

Date: 1/23/2017

EXHIBIT A

TERMINATION CERTIFICATE



Date:
			Pantelis Alexopoulos

EXHIBIT B

[CLOSING STATEMENT - STOCK OPTION / RSU GRANTS]

EXHIBIT C

BRIDGE RELEASE

In exchange for the benefits provided to me by Marvell Semiconductor, Inc. (the “Company”) as set forth in the Letter dated January 23, 2017 (the “Separation Agreement”), I, Pantelis Alexopoulos, agree to the following Complete Release of All Claims up to and including the date I sign below (“Bridge Release”):

GENERAL RELEASE. You and your representatives completely release the Company, its affiliated, related, sibling, parent and subsidiary companies, and their present and former directors, officers, employees and insurers (collectively, the “Released Parties”) from all claims of any kind, known and unknown, that you had in the past or now have against the Released Parties through the date you sign this Bridge Release (except for claims arising out of the Separation Agreement and this Bridge Release). Without limitation, this full waiver and release includes all claims for compensation of any kind, and all claims arising from your employment with the Company, the termination of your employment, and/or the events leading up to the termination of your employment, and the terms of the Grant or its cancellation, whether based on contract, tort, statute, local ordinance, regulation or any comparable law in any jurisdiction (collectively, the “Released Claims”). By way of example and not in limitation, the Released Claims shall include any claims arising under Section 806 of the Sarbanes-Oxley Act of 2002 (“Civil Whistle Blower Provisions”), Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit and Protection Act, the Family and Medical Leave Act, the California Labor Code, the California Family Rights Act, and the California Fair Employment and Housing Act, as well as any claims asserting wrongful termination, discrimination, retaliation, harassment, breach of contract, breach of the covenant of good faith and fair dealing, all claims related to the return or recovery of any personal property allegedly remaining with or left at the Company, negligent or intentional infliction of emotional distress, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage, and defamation, provided, however, that you are not releasing any claims to challenge the validity of this release under the Age Discrimination in Employment Act, any claims brought before the EDD, any claims that arise after you sign this Bridge Release, or any claims that you cannot waive by operation of law. Not withstanding the above, this Agreement is not waiving (a) claims relating to the validity of this Agreement; (b) claims which are not legally waiveable; (c) claims for coverage under any D&O or other similar insurance policy or (d) claims for indemnification under any statute or agreement with the Company.


2.	SECTION 1542 WAIVER. You further agree that because this release specifically covers known and unknown claims, you waive your rights under Section 1542 of the California Civil Code, which states as follows:


3.	VOLUNTARY AND KNOWING RELEASE. By your signature below, you acknowledge each of the following:

(a) that you have read this Bridge Release;

(d) that you have been advised to consult with your own attorney prior to signing this Bridge Release, and that you obtained such advice or have voluntarily declined to seek such counsel;


4.	ENTIRE AGREEMENT. This Bridge Release and the Separation Agreement, constitute the complete, final and exclusive embodiment of the entire agreement between you and the Company with respect to the subject matter hereof. The Bridge Release is executed without reliance upon any promise, warranty or representation, written or oral, by any party or any

PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

___________________________

Pantelis Alexopoulos

Date: ______________________

EXHIBIT D

CONSULTING AGREEMENT

This Consulting Agreement (this " Agreement ") is entered into effective as of the date of the last signature on the signature page (the "Effective Date"), between Marvell Semiconductor, Inc., a California corporation located at 5488 Marvell Lane, Santa Clara, CA 95054 ("Marvell"); and Pantelis Alexopoulos with an address at [address] ("Consultant").

Marvell and Consultant desire that Consultant perform the Services and to provide the Work Product as defined and according to the terms and conditions set forth herein.

1. DEFINITIONS

1.1 “ Confidential Information ” means (a) any and all information, knowledge, data, and all other content and materials disclosed or provided by a party, or obtained by, or accessible to, the other party in the course of performing this Agreement, including without limitation, the following: (1) trade secrets, drawings, inventions, mask works, ideas, processes, formulas, source and object codes, data, programs, software source documents, works of authorship, know-how, improvements, discoveries, developments, designs, and techniques, and all other work product; (2) information, concepts or ideas regarding plans for research, development, new service offerings and/or products, marketing, advertising and selling, distribution, business plans, business forecasts, budgets and unpublished financial statements, licenses, prices and costs, suppliers, customers, or distribution arrangements; and (3) information regarding the skills and compensation of employees, consultants, agents, and/or independent contractors; (b) the Work Product, reports and other documentation prepared by either party pursuant to this Agreement; (c) the terms, conditions and existence of this Agreement; and (d) all proprietary or confidential information of any third party disclosed by Marvell to Consultant with obligations of confidentiality, in each case whether spoken, printed, electronic or in any other form or medium.

1.2 “ Consultant Background Material ” means pre-existing portions of the Work Product provided by Consultant as Consultant Background Material, and all Intellectual Property Rights therein.

1.3 Intentionally left blank.

1.4 “ Intellectual Property Rights ” means all current and future worldwide patents and other patent rights, utility models, copyrights, topography or semiconductor mask work rights, trademarks, applications for any of the foregoing, trade secret rights, moral rights, unregistered design rights, rights to know-how, inventions, algorithms and all other intellectual property rights and the related documentation or other tangible expression thereof, whether registered or unregistered, whether arising under the laws of the United States or any other state, country or jurisdiction, now or hereafter existing.

1.5 “ Marvell Material ” means any items provided by Marvell, including but not limited to provided or made available to Consultant pursuant to this Agreement and all related Intellectual Property Rights. Marvell Material shall include any derivatives, improvements or modifications thereto or thereof and any related Intellectual Property Rights.

1.6 Services ” means all of the consulting services to be provided by Consultant to Marvell pursuant to this Agreement, including all services to deliver the Work Product.

1.7 “ Statement of Work ” (“SOW”) means one or more SOWs executed by the parties, attached to this Agreement as Exhibit A , and hereby incorporated by reference.

1.8 “Work Product” means any work product generated or created by Consultant in connection with the scope of work set forth in an SOW or which contribute or which relates in any way to Marvell Material pursuant to an SOW.

2. SERVICES

2.1 Consultant agrees to provide the Services set forth in the SOW on a non-exclusive basis as an independent contractor and according to the terms and conditions of this Agreement. Consultant, and not Marvell, shall have control over the method, manner, and means of Consultant’s performance of the Services, subject to the express provisions of this Agreement.

2.2 Unless otherwise provided by Marvell, Consultant will furnish, at its own expense, the equipment, supplies and other materials used to perform the Services.

2.3 Compliance with Marvell Security Policies . To the extent Consultant performs any Services on Marvell's premises or uses Marvell's equipment, Consultant will comply with all applicable policies of the Marvell relating to business and office conduct, health and safety and use of the Marvell's facilities, supplies, information technology, equipment, networks, security policies, and other resources.

3. FEES, EXPENSES, AND TAXES

3.1 Fees . Marvell will pay to Consultant the retainer fee specified in the SOW. Payment will be made in U.S. dollars.

3.2 Invoice . Consultant will invoice Marvell for the fees set forth in the SOW monthly in advance of provision of the Services. Subject to the terms and conditions hereof, Marvell will pay to Consultant the amount of such invoice within thirty (30) days after receipt of such invoice. .

3.3 Marvell Purchase Order and Additional Fees Requirements . Marvell will issue a purchase order on or prior to the effective date of the applicable SOW covering the total fees specified in such SOW.

3.4 Expenses . The parties do not anticipate that there will be any out-of-pocket expenses incurred by Consultant in connection with the performance of the Services. Accordingly, unless set forth otherwise in the SOW, or otherwise pre-approved by Marvell, Marvell will have no obligation to reimburse Consultant for any expenses incurred in connection with this Agreement.

3.5 Maximum Aggregate Fees . Intentionally omitted.

3.6 Taxes . All applicable taxes including sales tax, use tax, or other similar taxes and charges shall be stated separately on the Consultant’s invoice, Marvell will not be responsible for paying any amount unless such amounts are expressly specified on the invoice. Marvell will withhold taxes on payments made to Consultant under this Agreement if such withholding is required by law, and remit to Consultant only the net proceeds thereof. Marvell will remit any such taxes withheld to the appropriate government authority and will provide Consultant with properly executed certificates, receipts, or other documentation as evidence of Marvell's remittance of such taxes to such government authority.

4. STATUS AS INDEPENDENT CONTRACTOR

4.1 Consultant is an independent contractor and not an employee of Marvell, and this Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between the parties for any purpose. Consultant acknowledges that Consultant has no authority to enter into any contract on behalf of Marvell, and Consultant agrees not to enter into any such contract, or incur any liability, on behalf of Marvell.

4.2 Consultant will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits or in any other fringe benefits or benefit plans offered by the Marvell to its employees.

5. OWNERSHIP AND LICENSE

5.1 Ownership by Marvell . Consultants agrees that the Work Product is deemed a "work made for hire" for Marvell as defined in 17 U.S.C. § 101. Marvell shall own all right, title, and interest in the Marvell Technology and the Work Product, all derivatives, improvements or modifications thereof, and all Intellectual Property Rights therein, subject to Consultant’s underlying ownership of Consultant Background Material. Consultant shall make full and prompt disclosure to the Marvell of any inventions or processes, made or conceived by Consultant alone or with others during the Term, whether or not such inventions or processes are patentable or protected as trade secrets and whether or not such inventions or processes are made or conceived during normal working hours or on the premises of the Marvell, and Consultant irrevocably transfers, conveys and assigns to Marvell all of its right, title, and interest therein. Consultant will execute such documents, render such assistance, and take such other action as Marvell may reasonably request, at Marvell's expense, to apply for, register, perfect, confirm, and protect Marvell's rights to the Marvell Technology, the Work Product, and any derivatives, improvements or modifications thereof, and all associated Intellectual Property Rights. If, for any reason, any of the Work Product does not constitute a "work made for hire," Consultant irrevocably assigns to the Marvell, in each case without additional consideration, all right, title and interest throughout the world in and to the Work Product, including all Intellectual Property Rights therein.

5.2 Any assignment of copyrights under this Agreement includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as "moral rights" (collectively, " Moral Rights "). Consultant irrevocably waives, to the extent

permitted by applicable law, any and all claims it may now or hereafter have in any jurisdiction to any Moral Rights with respect to the Work Product.

5.3 Marvell as Attorney-in-Fact . In the event Marvell is unable, after reasonable effort, to obtain Consultant’s signature on any such documents covering the inventions assigned to Marvell above, then Consultant irrevocably designates and appoints Marvell and its duly authorized officers and agents as Consultant's agent and attorney-in-fact, to act for and in Consultant's behalf to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyright and mask work registrations with the same legal force and effect as if executed by Consultant. Consultant agrees that this power of attorney is coupled with an interest.

5.4 Ownership by Consultant . Consultant owns all right, title and interest in and to Consultant Background Material.

5.5 License . Consultant grants to Marvell a non-exclusive, worldwide, irrevocable, fully-paid, royalty-free, perpetual, license, with the right to sublicense and authorize the granting of further sublicenses, to use, make, have made, reproduce, create derivative works of, publicly perform, publicly display, export, import, offer to sell, sell, lease and otherwise distribute (through multiple ties of distribution) the Consultant Background Material in any medium or format, whether now known or later developed and all Intellectual Property Rights as it relates to the Work Product.

6. CONFIDENTIALITY AND NON-PUBLICITY

6.1 Use and Disclosure . Consultant will not use the Confidential Information for any purpose other than performance of this Agreement, and will treat the Confidential Information with at least the degree of care that it treats its own confidential information. Consultant will hold the Confidential Information in strict confidence.

6.2 Non-Confidential Information; Legal Disclosure . Consultant has no obligation with respect to information that: (a) was rightfully in its possession of or known to it without any obligation of confidentiality prior to receiving it from Marvell; (b) was publicly known and made generally available in the public domain prior to the time of disclosure; (c) is rightfully obtained by Consultant from a source other than Marvell without any obligation of confidentiality; or (d) is developed by or for Consultant without use of Marvell’s Confidential Information. Consultant may disclose Marvell’s Confidential Information to a court or other governmental authority to the extent that such disclosure is required by governmental order, subpoena, or by law (except to the extent Consultant’s compliance with the foregoing would cause it to violate a court order or other legal requirement); provided that it shall notify Marvell in writing of such required disclosure as soon as reasonably possible prior to such disclosure to enable Marvell to seek a protective order with respect to its Confidential Information.

6.3 Non-Publicity . Neither party will use the other party’s name in any publication, advertisement, or public announcement, nor otherwise disclose the results, existence, or content of this Agreement, without the other party’s prior written consent.

7. WARRANTIES

7.1 Intentionally Left Blank.

7.2 Intentionally Left Blank.

7.3 All Services will be performed in a professional and workmanlike manner in accordance with standards in the industry for similar services.

7.4 Intentionally Left Blank.

7.5 Consultant will perform the Services in compliance with all applicable federal, state and local laws and regulations.

8. Intentionally Left Blank.

9. LIMITATION OF LIABILITY

OTHER THAN FOR AN ACT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR IN CONNECTION WITH A BREACH OF SECTION 6 (CONFIDENTIALITY AND NON-PUBLICITY) OR SECTION 8 (INDEMNIFICATION), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR TORT DAMAGES OF ANY NATURE OR KIND WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST PROFITS, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL MARVELL’S

MAXIMUM AGGREGATE LIABILITY ARISING FROM THIS AGREEMENT EXCEED THE SUM PAID BY MARVELL FOR THE PARTICULAR SOW THAT IS SUBJECT TO THE CLAIM.

10. INSURANCE

Intentionally left blank.

11. TERM AND TERMINATION

11.1 Term . This Agreement will commence on the Effective Date and will remain in effect through December 15, 2017 except if terminated as set forth below.

11.2 Termination Either party may terminate this Agreement, effective upon written notice to the other party, in the event the other party materially breaches the Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, it does not cure such breach within thirty (30) days after receipt of written notice of such breach. Marvell may terminate this Agreement if Alexopoulos disparages Marvell or its products, technology, strategy or employees to its employees, customers or potential customers, or willfully or unreasonably refuses to cooperate with Marvell in the performing or transitioning of his role as an employees between the Effective Date and April 30, 2017.

11.4 Obligations upon Termination . Upon expiration or termination of this Agreement for any reason, or at any other time upon the Marvell's written request, Consultant will promptly: (i) deliver to Marvell all Work Product and all hardware, software, tools, equipment or other materials provided for its use by the Marvell; (ii) deliver to Marvell all tangible documents and materials (and any copies) containing, reflecting, incorporating or based on the Confidential Information; (iii) permanently erase all of the Confidential Information from its computer systems; and (iv) certify in writing to the Marvell that it has complied with the requirements of this Section.

11.5 The following sections shall survive the termination or expiration of this Agreement: 1, 3-10, and 12-15.

12. CONFLICTING OBLIGATIONS

12.1 Other Business Activities . Consultant may be engaged or employed in any other business, trade, profession or other activity while providing services to Marvell.

13. COMPLIANCE WITH APPLICABLE LAWS

13.1 Compliance with Laws . Consultant warrants that it has obtained any and all consents, permits, licenses, and authorizations necessary for or in connection with providing the Services and Work Product to Marvell and that Consultant and its employees, consultants, and contractors have complied and shall comply with all applicable laws, rules, regulations, ordinances, and codes in performance of Services and provision of Work Product.

13.2 Export Controls . The parties shall take appropriate steps to ensure that the distribution and export/re-export of the Work Product will be in compliance with the laws, regulations, orders, or other restrictions of the U.S. Export Administration Regulations. Consultant will provide, upon Marvell’s Customs Department request, all necessary import and export related information regarding the Work Product to meet any applicable export or import regulation, including, without limitation, a statement of origin for all Work Product and applicable customs documentation for Work Product which is wholly or partially developed and/or packaged outside of the country of import.

13.3 Ethics . Consultant shall comply with the Marvell Supplier Code of Conduct, which can be found on the internet at www.marvell.com , under the heading “Investor Relations - Corporate Social Responsibility , which may be updated as appropriate. Consultant further agrees that it will not solicit, induce, or otherwise cause any employee or contractor of Marvell to violate Marvell's Code of Conduct. Consultant represents and warrants that as of the Effective Date it has none of the following relationships: (i) any relationship between Consultant and any officer, director and/or employee of Marvell; and (ii) any relationship between any officer or director of Consultant and any officer, director and/or employee of Marvell.

14. NOTICES

When any notice is required or authorized hereunder, such notice will be given in writing by recognized physical delivery service or personal delivery addressed to the other party. Notices will be sent to the addresses set forth above. A copy of any notice provided to Marvell will be sent to: Marvell Semiconductor Inc., 5488 Marvell Lane, Santa Clara, California 95054, Attn: Legal Department. Either party may change the address for notice hereunder by providing the other party with ten (10) days written notice.

15. MISCELLANEOUS

15.1 Assignment . Consultant will not assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party. This Agreement will bind and inure to the benefit of the respective parties and their permitted successors and assigns.

15.2 Governing Law, Jurisdiction, and Venue . This Agreement (and the rights and obligations of the parties with respect to their relationship under this Agreement) shall be governed by and construed and enforced in accordance with the laws of the United States and State of California, excluding its conflict of laws rules to the extent such rules would apply the law of another jurisdiction. The parties consent to the jurisdiction of all federal and state courts in California, and agree that venue shall lie exclusively in Santa Clara County, California. The parties specifically disclaim the UN Conventions for the International Sale of Goods.

15.3 Waiver and Modification . Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Any waiver, amendment or other modification of any provision of this Agreement will be effective only if in writing and signed by the parties.

15.4 Severability . If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.

15.5 Entire Agreement . This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes all prior written or oral agreements, communications, and understandings between the parties with respect to the subject matter hereof. This Agreement is executed in English and no translation of this Agreement will have any effect on its interpretation.

15.6 Counterparts . This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. The parties agree that a facsimile or an electronic transmission of original signatures constitute and will be accepted as original signatures.



MARVELL:	CONSULTANT:
Marvell Semiconductor, Inc.

By:	By:

Name:	Name:

Title:	Title:

Date:	Date:

EXHIBIT A TO CONSULTING AGREEMENT

STATEMENT OF WORK

This Statement of Work (“SOW”) is attached and incorporated by reference into the Consulting Agreement with an Effective Date of January __, 2017 (“Agreement”), by and between Marvell Semiconductor, Inc., ("Marvell") and Pantelis Alexopoulos ("Consultant"), and shall at all times be governed by the terms and conditions of such Agreement. Unless otherwise agreed in this SOW, capitalized terms will have the meanings given them in the Agreement.

1. SCOPE OF RETAINED SERVICES .

1.1 Scope of Services : Consultant will provide the following Services during the period between May 15, 2017 and December 15, 2017:

As requested by Marvell’s Project Managers, Alexopoulos will provide advice, analysis, evaluation, and consultation regarding (i) the data storage industry, and (ii) Marvell’s technology, current and planned products and research and development efforts, customer engagements and relationships (including existing or proposed transactions and contracts), future business plans, and Marvell’s engineering organizations and personnel. Unless mutually agreed, Consultant will perform the Services remotely via electronic and telephonic means.

1.2 Intentionally Left Blank.

1.3 Project Managers . Marvell will designate the following Project Manager(s) to whom communications in regards to the Services and Work Product may be addressed: Matt Murphy, Dan Christman

2. FEE

2.1 Retainer Fees . Consultant will receive a monthly retainer fee of $ 33,200 per month commencing May 15, 2017 (totaling $232,400 for the period May 15, 2017 - December 15, 2017 Term), which covers a maximum of twenty hours per week, not to exceed eight (8) hours per day. It is at the sole discretion of Consultant to provide the Services for more than twenty hours per week under this SOW.

The retainer fees will be invoiced monthly, in advance of provision of the Services. All fees are fixed for the term and will be due and payable upon termination of the Agreement or this SOW by Marvell for any reason other than termination pursuant to Section 11.2 of the Agreement.

2.3 Reimbursement of Expenses . Unless otherwise agreed in writing subsequent to the SOW Effective Date, Marvell shall have no obligation to reimburse Consultant for any expenses incurred in connection with this Statement of Work. If Marvell requests, and Consultant agrees, to travel to provide the Services, Marvell will reimburse Consultant for reasonable out-of-pocket actual expenses incurred in connection therewith.

Exhibit 31.1

CERTIFICATION

I, Matthew J. Murphy, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of Marvell Technology Group Ltd.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: June 5, 2017	By:	/s/ MATTHEW J. MURPHY
		Matthew J. Murphy President and Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2

CERTIFICATION

I, Jean Hu, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of Marvell Technology Group Ltd.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: June 5, 2017	By:	/s/ JEAN HU
		Jean Hu Chief Financial Officer (Principal Financial Officer)

Exhibit 32.1

CERTIFICATION

I, Matthew J. Murphy, the Principal Executive Officer of Marvell Technology Group Ltd. (the “Registrant”), certify for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge,


(i)	the Quarterly Report of the Registrant on Form 10-Q for the fiscal quarter ended April 29, 2017 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and


(ii)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.



Date: June 5, 2017	By:	/s/ MATTHEW J. MURPHY
		Matthew J. Murphy President and Chief Executive Officer (Principal Executive Officer)

Exhibit 32.2

CERTIFICATION

I, Jean Hu, the Chief Financial Officer of Marvell Technology Group Ltd. (the “Registrant”), certify for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge,


(i)	the Quarterly Report of the Registrant on Form 10-Q for the fiscal quarter ended April 29, 2017 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and


(ii)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.



Date: June 5, 2017	By:	/s/ JEAN HU
		Jean Hu Chief Financial Officer (Principal Financial Officer)