Marvell Technology Group (MRVL)

Basis of presentation

The Company’s fiscal year is the 52- or 53-week period ending on the Saturday closest to January 31. In a 52-week year, each fiscal quarter consists of 13 weeks. The additional week in a 53-week year is added to the fourth quarter, making such quarter consist of 14 weeks. Fiscal 2010 and fiscal 2009 are comprised of a 52-week period.

The unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments consisting of normal and recurring entries considered necessary for a fair statement of the results for the interim periods have been included in the Company’s financial position as of May 2, 2009, the results of its operations for the three months ended May 2, 2009 and May 3, 2008, and its cash flows for the three months ended May 2, 2009 and May 3, 2008. The January 31, 2009 condensed consolidated balance sheet data was derived from audited consolidated financial statements included in the Company’s 2009 Annual Report on Form 10-K for the year ended January 31, 2009 but does not include all disclosures required by GAAP. Certain reclassifications have been made to conform to the current period’s presentation.

These condensed consolidated financial statements and related notes are unaudited and should be read in conjunction with the Company’s audited financial statements and related notes for the year ended January 31, 2009 included in the Company’s Annual Report on Form 10-K as filed on March 28, 2008 with the Securities and Exchange Commission (“SEC”). The results of operations for the three months ended May 2, 2009 are not necessarily indicative of the results that may be expected for any other interim period or for the full fiscal year.

Basis of Presentation

The Company’s fiscal year is the 52 or 53-week period ending on the Saturday closest to January 31. In a 52-week year, each fiscal quarter consists of 13 weeks. The additional week in a 53-week year is added to the fourth quarter, making such quarter consist of 14 weeks. Fiscal 2009 and fiscal 2007 are comprised of a 52-week period and fiscal 2008 was comprised of a 53-week period. Certain reclassifications have been made to the prior period balances in the Statements of Operations in order to conform to the current period’s presentation.

Basis of Presentation

The Company’s fiscal year is the 52 or 53-week period ending on the Saturday closest to January 31. In a 52-week year, each fiscal quarter consists of 13 weeks. The additional week in a 53-week year is added to the fourth quarter, making such quarter consist of 14 weeks. Fiscal 2009 and fiscal 2007 are comprised of a 52-week period and fiscal 2008 was comprised of a 53-week period. Certain reclassifications have been made to the prior period balances in the Statements of Operations in order to conform to the current period’s presentation.

Basis
of Presentation

The Company’s fiscal year is the 52 or 53-week period ending on the Saturday closest to January 31. In a
52-week year, each fiscal quarter consists of 13 weeks. The additional week in a 53-week year is added to the fourth quarter, making such quarter consist of 14 weeks. Fiscal 2009 and fiscal 2007 are comprised of a 52-week period and fiscal 2008
was comprised of a 53-week period. Certain reclassifications have been made to the prior period balances in the Statements of Operations in order to conform to the current period’s presentation.

Basis of presentation

The Company’s fiscal year is the 52- or 53-week period ending on the Saturday closest to January 31. In a 52-week year, each fiscal quarter consists of 13 weeks. The additional week in a 53-week year is added to the fourth quarter, making such quarter consist of 14 weeks. Fiscal 2009 is comprised of a 52-week period and fiscal 2008 was comprised of a 53-week period.

The unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments consisting of normal and recurring entries considered necessary for a fair statement of the results for the interim periods have been included in the Company’s financial position as of November 1, 2008, the results of its operations for the three and nine months ended November 1, 2008 and October 27, 2007, and its cash flows for the nine months ended November 1, 2008 and October 27, 2007. The February 2, 2008 condensed consolidated balance sheet data was derived from audited consolidated financial statements included in the Company’s 2008 Annual Report on Form 10-K but does not include all disclosures required by GAAP.  Certain reclassifications have been made to the prior period balances in the Statements of Operations and Statements of Cash Flows in order to conform to the current period’s presentation.

These condensed consolidated financial statements and related notes are unaudited and should be read in conjunction with the Company’s audited financial statements and related notes for the year ended February 2, 2008 included in the Company’s Annual Report on Form 10-K as filed on March 28, 2008 with the Securities and Exchange Commission (“SEC”).  The results of operations for the three and nine months ended November 1, 2008 are not necessarily indicative of the results that may be expected for any other interim period or for the full fiscal year.

Basis of presentation

The Company’s fiscal year is the 52- or 53-week period ending on the Saturday closest to January 31. In a 52-week year, each fiscal quarter consists of 13 weeks. The additional week in a 53-week year is added to the fourth quarter, making such quarter consist of 14 weeks. Fiscal 2009 is comprised of a 52-week period and fiscal 2008 was comprised of a 53-week period.

The unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments consisting of normal and recurring entries considered necessary for a fair statement of the results for the interim periods have been included in the Company’s financial position as of August 2, 2008, the results of its operations for the three and six months ended August 2, 2008 and July 28, 2007, and its cash flows for the six months ended August 2, 2008 and July 28, 2007. The February 2, 2008 condensed consolidated balance sheet data was derived from audited consolidated financial statements included in the Company’s 2008 Annual Report on Form 10-K but does not include all disclosures required by GAAP.

These condensed consolidated financial statements and related notes are unaudited and should be read in conjunction with the Company’s audited financial statements and related notes for the year ended February 2, 2008 included in the Company’s Annual Report on Form 10-K as filed on March 28, 2008 with the Securities and Exchange Commission (“SEC”).  The results of operations for the three and six months ended August 2, 2008 are not necessarily indicative of the results that may be expected for any other interim period or for the full fiscal year.

Basis of presentation

The Company’s fiscal year is the 52- or 53-week period ending on the Saturday closest to January 31. In a 52-week year, each fiscal quarter consists of 13 weeks. The additional week in a 53-week year is added to the fourth quarter, making such quarter consist of 14 weeks. Fiscal year 2009 is comprised of a 52-week period and fiscal year 2008 is comprised of a 53-week period.

The unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments consisting of normal and recurring entries considered necessary for a fair statement of the results for the interim periods have been included in the Company’s financial position as of May 3, 2008, the results of its operations for the three months ended May 3, 2008 and April 28, 2007, and its cash flows for the three months ended May 3, 2008 and April 28, 2007. The January 2008 condensed consolidated balance sheet data was derived from audited consolidated financial statements included in the Company’s 2008 Annual Report on Form 10-K but does not include all disclosures required by GAAP.

These condensed consolidated financial statements and related notes are unaudited and should be read in conjunction with the Company’s audited financial statements and related notes for the year ended February 2, 2008 included in the Company’s Annual Report on Form 10-K, as filed on March 28, 2008 with the Securities and Exchange Commission (“SEC”).  The results of operations for the three months ended May 3, 2008 are not necessarily indicative of the results that may be expected for any other interim period or for the full fiscal year.

Basis of Presentation

        The Company's fiscal year is the 52 or 53-week period ending on the Saturday closest to January 31. In a 52-week year, each fiscal quarter consists of 13 weeks. The additional week in a 53-week year is added to the fourth quarter, making such quarter consist of 14 weeks. Fiscal year 2008 was comprised of 53 weeks while fiscal years 2007 and 2006 were comprised of 52 weeks.

        On February 21, 2006, the Board of Directors approved a 2 for 1 stock split of the Company's common stock, to be effected pursuant to the issuance of additional shares as a stock dividend. The stock split was subject to shareholder approval of an increase in the Company's authorized share capital at the Company's 2006 Annual General Meeting. On June 9, 2006, shareholders at the Company's 2006 Annual General Meeting approved an increase in the authorized share capital by 500.0 million shares of common stock. Stock certificates representing one additional share for each share held were delivered on July 24, 2006 (payment date) to all shareholders of record at the close of business on July 10, 2006 (record date). All share and per share amounts in these consolidated financial statements and related notes have been retroactively adjusted to reflect the stock split for all periods presented.

Basis of Presentation

        The Company's fiscal year is the 52 or 53-week period ending on the Saturday closest to January 31. In a 52-week year, each fiscal
quarter consists of 13 weeks. The additional week in a 53-week year is added to the fourth quarter, making such quarter consist of 14 weeks. Fiscal year 2008 was comprised of
53 weeks while fiscal years 2007 and 2006 were comprised of 52 weeks.

        On
February 21, 2006, the Board of Directors approved a 2 for 1 stock split of the Company's common stock, to be effected pursuant to the issuance of additional shares as a stock
dividend. The stock split was subject to shareholder approval of an increase in the Company's authorized share capital at the Company's 2006 Annual General Meeting. On June 9, 2006,
shareholders at the Company's 2006 Annual General Meeting approved an increase in the authorized share capital by 500.0 million shares of common stock. Stock certificates representing one
additional share for each share held were delivered on July 24, 2006 (payment date) to all shareholders of record at the close of business on July 10, 2006 (record date). All share and
per share amounts in these consolidated financial statements and related notes have been retroactively adjusted to reflect the stock split for all periods presented.

Basis of presentation

The Company’s fiscal year is the 52- or 53-week period ending on the Saturday closest to January 31. In a 52-week year, each fiscal quarter consists of 13 weeks. The additional week in a 53-week year is added to the fourth quarter, making such quarter consist of 14 weeks. Fiscal year 2008 is comprised of a 53-week period and fiscal year 2007 is comprised of a 52-week period.

The unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments consisting of normal and recurring entries considered necessary for a fair statement of the results for the interim periods have been included in the Company’s financial position as of October 27, 2007, the results of its operations for the three and nine months ended October 27, 2007 and October 28, 2006, and its cash flows for the nine months ended October 27, 2007 and October 28, 2006. The January 27, 2007 condensed consolidated balance sheet data was derived from audited consolidated financial statements included in the Company’s 2007 Annual Report on Form 10-K but does not include all disclosures required by GAAP.

These condensed consolidated financial statements and related notes are unaudited and should be read in conjunction with the Company’s audited financial statements and related notes for the year ended January 27, 2007 included in the Company’s Annual Report on Form 10-K, as filed on July 2, 2007 with the Securities and Exchange Commission (“SEC”).  The results of operations for the three and nine months ended October 27, 2007 are not necessarily indicative of the results that may be expected for any other interim period or for the full fiscal year.

Basis of presentation

The Company’s fiscal year is the 52- or 53-week period ending on the Saturday closest to January 31. In a 52-week year, each fiscal quarter consists of 13 weeks. The additional week in a 53-week year is added to the fourth quarter, making such quarter consist of 14 weeks. Fiscal year 2008 is comprised of a 53-week period and fiscal year 2007 is comprised of a 52-week period.

On February 21, 2006, the Board of Directors approved a 2 for 1 share split of the Company’s common shares, to be effected pursuant to the issuance of additional shares as a share dividend. The share split was subject to shareholder approval of an increase in the Company’s authorized share capital at the Company’s 2006 Annual General Meeting.  On June 9, 2006, shareholders at the Company’s 2006 Annual General Meeting approved an increase in the authorized share capital by 500.0 million common shares.  Share certificates representing one additional share for each share held were delivered on July 24, 2006 (payment date) to all shareholders of record at the close of business on July 10, 2006 (record date).  All share and per share amounts in these consolidated financial statements and related notes have been retroactively adjusted to reflect the share split for all periods presented.

The unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments consisting of normal and recurring entries considered necessary for a fair statement of the results for the interim periods have been included in the Company’s financial position as of July 28, 2007, the results of its operations for the three and six months ended July 28, 2007 and July 29, 2006, and its cash flows for the six months ended July 28, 2007 and July 29, 2006. The January 27, 2007 condensed consolidated balance sheet data was derived from audited consolidated financial statements included in the Company’s 2007 Annual Report on Form 10-K but does not include all disclosures required by GAAP.

These condensed consolidated financial statements and related notes are unaudited and should be read in conjunction with the Company’s audited financial statements and related notes for the year ended January 27, 2007 included in the Company’s Annual Report on Form 10-K, as filed on July 2, 2007 with the Securities and Exchange Commission (“SEC”).  The results of operations for the three and six months ended July 28, 2007 are not necessarily indicative of the results that may be expected for any other interim period or for the full fiscal year.

Basis of presentation

The Company’s fiscal year is the 52- or 53-week period ending on the Saturday closest to January 31. In a 52-week year, each fiscal quarter consists of 13 weeks. The additional week in a 53-week year is added to the fourth quarter, making such quarter consist of 14 weeks. Fiscal year 2008 is comprised of a 53-week period and fiscal year 2007 is comprised of a 52-week period.

On February 21, 2006, the Board of Directors approved a 2 for 1 stock split of the Company’s common stock, to be effected pursuant to the issuance of additional shares as a stock dividend. The stock split was subject to shareholder approval of an increase in the Company’s authorized share capital at the Company’s 2006 Annual General Meeting.  On June 9, 2006, shareholders at the Company’s 2006 Annual General Meeting approved an increase in the authorized share capital by 500.0 million shares of common stock.  Stock certificates representing one additional share for each share held were delivered on July 24, 2006 (payment date) to all shareholders of record at the close of business on July 10, 2006 (record date).  All share and per share amounts in these consolidated financial statements and related notes have been retroactively adjusted to reflect the stock split for all periods presented.

The unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments consisting of normal and recurring entries considered necessary for a fair presentation of the results for the interim periods have been included in the Company’s financial position as of April 28, 2007, the results of its operations for the three months ended April 28, 2007 and April 29, 2006, and its cash flows for the three months ended April 28, 2007 and April 29, 2006. The January 27, 2007 condensed consolidated balance sheet data was derived from audited consolidated financial statements included in the Company’s 2007 Annual Report on Form 10-K but does not include all disclosures required by GAAP.

These condensed consolidated financial statements and related notes are unaudited and should be read in conjunction with the Company’s audited financial statements and related notes for the year ended January 27, 2007 included in the Company’s Annual Report on Form 10-K, as filed on July 2, 2007 with the Securities and Exchange Commission (“SEC”).  The results of operations for the three months ended April 28, 2007 are not necessarily indicative of the results that may be expected for any other interim period or for the full fiscal year.

Basis of Presentation

The Company’s fiscal year is the 52- or 53-week period ending on the Saturday closest to January 31. In a 52-week year, each fiscal quarter consists of 13 weeks. The additional week in a 53-week year is added to the fourth quarter, making such quarter consist of 14 weeks. All periods presented are 52-week years.

On February 25, 2004, the Board of Directors approved a 2 for 1 stock split of the Company’s common stock, to be effected pursuant to the issuance of additional shares as a stock dividend. The stock split was subject to shareholder approval of an increase in the Company’s authorized share capital at the Company’s 2004 Annual General Meeting. On May 28, 2004, shareholders at the Company’s 2004 Annual General Meeting approved an increase in the authorized share capital by 250.0 million shares of common stock. Stock certificates representing one additional share for each share held were delivered on June 28, 2004 (payment date) to all shareholders of record at the close of business on June 14, 2004 (record date). All share and per share amounts in these consolidated financial statements and related notes have been retroactively adjusted to reflect the stock split for all periods presented.

On February 21, 2006, the Board of Directors approved a 2 for 1 stock split of the Company’s common stock, to be effected pursuant to the issuance of additional shares as a stock dividend. The stock split was subject to shareholder approval of an increase in the Company’s authorized share capital at the Company’s 2006 Annual General Meeting. On June 9, 2006, shareholders at the Company’s 2006 Annual General Meeting approved an increase in the authorized share capital by 500.0 million shares of common stock. Stock certificates representing one additional share for each share held were delivered on July 24, 2006 (payment date) to all shareholders of record at the close of business on July 10, 2006 (record date). All share and per share amounts in these consolidated financial statements and related notes have been retroactively adjusted to reflect the stock split for all periods presented.

Basis of Presentation

The accompanying financial statements were prepared to present, pursuant to the Asset Purchase Agreement dated June 26, 2006 (the “Asset Purchase Agreement”) between Intel and Marvell Technology Group Ltd. (“Marvell”), the assets to be acquired and liabilities to be assumed, and the related net revenues and direct expenses of the Business. The accompanying financial statements of the Business exclude certain assets and liabilities of the Business, include all net revenues and direct expenses of the Business, and include an allocation of certain expenses for services provided by Intel for the periods presented. Separate complete historical financial information was not maintained for the Business and, as a result, allocations were required to approximate the operating activity of the Business (see Note 2).

4

The accompanying financial statements have been prepared from the historical accounting records of Intel and do not purport to reflect the assets to be acquired and liabilities to be assumed, and the net revenues and direct expenses that would have resulted if the Business had been a separate, stand-alone company during the periods presented. It is not practical for management to reasonably estimate expenses that would have resulted if the Business had operated as an unaffiliated independent company. Since separate complete financial statements were not maintained for the Business’ operations, preparation of statements of operations and cash flows, including amounts charged for income taxes, interest, and other expenses, was deemed impractical. Additionally, since only certain assets are being acquired and certain liabilities are being assumed, a balance sheet and statement of stockholders’ equity is not applicable.

As a business unit of Intel, the Business is dependent upon Intel for all of its working capital and financing requirements.

1. Basis of presentation

The following unaudited pro forma condensed combined financial information gives the effect to the acquisition of the communications and applications processor business (the “Business”) of Intel Corporation (“Intel”) by Marvell Technology Group Ltd. (“Marvell”). The acquisition was accounted for using the purchase method of accounting in accordance with Statement of Financial Accounting Standards No. 141, “Business Combinations.”  Under the purchase method of accounting, the total estimated purchase price, calculated as described in Note 2 to these unaudited pro forma condensed combined financial statements, was allocated to the net tangible and intangible assets of the Business acquired in connection with the asset purchase agreement, based on the fair values as of the completion of the acquisition.  Management has estimated the fair value of assets acquired from the Business.  In determining these fair values, management has considered the net realizable value attributable to net tangible and intangible assets of the Business.  Management’s final valuation of the fair value of assets acquired was based on the actual net tangible and intangible assets of the Business that existed as of the date of the completion of the acquisition.

The Business was not operated as a stand-alone business, but was a division of Intel, operating within a business group.  The accompanying financial statements of the Business have been prepared from the historical accounting records of Intel and do not purport to reflect the assets acquired and liabilities assumed, and the net revenues and direct expenses that would have resulted if the Business had been a separate, stand-alone company during the periods presented.  It is not practical for management to reasonably estimate expenses that would have resulted if the Business had operated as an unaffiliated independent company.  Since separate complete financial statements were not maintained for the Business’ operations, preparation of statements of operations and cash flows, including amounts charged for income taxes, interest, and other expenses, was deemed impractical.  Additionally, since only certain assets were acquired and certain liabilities were assumed, a balance sheet and statement of stockholders’ equity was not applicable.  The unaudited statements of assets to be acquired and liabilities to be assumed as of July 1, 2006 and unaudited statements of net revenues and direct expenses for the six months ended July 1, 2006 and July 2, 2005 include all adjustments (consisting only of normal recurring adjustments)  that the Business considers necessary for a fair statement of its assets to be acquired and liabilities to be assumed and net revenues and direct expenses for the periods presented.  Future results of combined operations and combined financial position have and could continue to differ materially from the historical amounts presented herein.  Complete financial statements for the Business were not prepared as the Business was not maintained as a separate reporting unit and therefore it was impracticable to prepare full GAAP financial statements as required by Rule 3-05 of Regulation S-X.

The unaudited pro forma condensed combined balance sheet as of July 29, 2006 gives the effect to the acquisition as if it occurred on July 29, 2006 and, due to the different fiscal period ends, combines the historical balance sheet of Marvell at July 29, 2006 and the condensed statement of  assets to be acquired and liabilities to be assumed of the Business at July 1, 2006.  The Marvell balance sheet information was derived from its unaudited July 29, 2006 balance

5

sheet included in its Quarterly Report on Form 10-Q for the fiscal quarter ended July 29, 2006 filed on July 2, 2007.  The statements of assets to be acquired and liabilities to be assumed of the Business included therein was derived from the unaudited statements of assets to be acquired and liabilities to be assumed of the Business as of July 1, 2006 included herein.

The unaudited pro forma condensed combined statement of operations for the six months ended July 29, 2006 and restated statement of operations for the year ended January 28, 2006 are presented as if the transaction was consummated on January 30, 2005 and, due to different fiscal period ends, combines the historical results of Marvell for the six months ended July 29, 2006 and restated historical results for the year ended January 28, 2006 and the historical results of the Business for the six months ended July 1, 2006 and year ended December 31, 2005.  The results of Marvell’s statement of operations for the six months ended July 1, 2006 were derived from its unaudited statement of operations included in its Quarterly Report on Form 10-Q for the fiscal quarter ended July 29, 2006 and the results of Marvell’s restated statement of operations for the year ended January 28, 2006 were derived from its Annual Report on Form 10-K for the fiscal year ended January 27, 2007.  The statement of net revenues and direct expenses of the Business for the six months ended July 1, 2006 were derived from the unaudited financial statements included herein and the statement of net revenues and direct expenses of the Business for the year ended December 31, 2005 were derived from the audited financial statements included herein.

The unaudited pro forma condensed combined financial statements have been prepared by Marvell management for illustrative purposes only and are not necessarily indicative of the condensed consolidated financial position or the results of operations in future periods or the results that actually would have been realized had Marvell and the Business been a combined company during the specified periods.  The pro forma adjustments are based on the information available at the time of the preparation of these statements.  The unaudited pro forma condensed combined financial statements, including any notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with the restated financial statements of Marvell for the year ended January 28, 2006 derived from its Annual Report on Form 10-K for the fiscal year ended January 27, 2007 filed with the Securities and Exchange Commission and Form 10-Q for the fiscal quarter ended July 29, 2006 filed with the Securities Exchange Commission.

Basis of presentation

The Company’s fiscal year is the 52- or 53-week period ending on the Saturday closest to January 31. In a 52-week year, each fiscal quarter consists of 13 weeks. The additional week in a 53-week year is added to the fourth quarter, making such quarter consist of 14 weeks. Fiscal years 2007 and 2006 comprised 52-weeks.

On February 21, 2006, the Board of Directors approved a 2 for 1 stock split of the Company’s common stock, to be effected pursuant to the issuance of additional shares as a stock dividend. The stock split was subject to shareholder approval of an increase in the Company’s authorized share capital at the Company’s 2006 Annual General Meeting.  On June 9, 2006, shareholders at the Company’s 2006 Annual General Meeting approved an increase in the authorized share capital by 500 million shares of common stock.  Stock certificates representing one additional share for each share held were delivered on July 24, 2006 (payment date) to all shareholders of record at the close of business on July 10, 2006 (record date).  All share and per share amounts in these condensed consolidated financial statements and related notes have been retroactively adjusted to reflect the stock split for all periods presented.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments except for the effect of the restatements as discussed in Note 1, necessary to fairly state the Company’s financial position as of October 28, 2006, the results of its operations for the three and nine months ended October 28, 2006 and October 29, 2005, respectively and its cash flows for the nine months ended October 28, 2006 and October 29, 2005, respectively. These condensed consolidated financial statements and related notes are unaudited and should be read in conjunction with the Company’s audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended January 27, 2007 filed concurrently with this Form 10-Q.  The results of operations for the three and nine months ended October 28, 2006 are not necessarily indicative of the results that may be expected for any other interim period or for the full fiscal year.

Basis of presentation

The Company’s fiscal year is the 52- or 53-week period ending on the Saturday closest to January 31. In a 52-week year, each fiscal quarter consists of 13 weeks. The additional week in a 53-week year is added to the fourth quarter, making such quarter consist of 14 weeks. Fiscal years 2007 and 2006 comprised 52-weeks.

On February 21, 2006, the Board of Directors approved a 2 for 1 stock split of the Company’s common stock, to be effected pursuant to the issuance of additional shares as a stock dividend. The stock split was subject to shareholder approval of an increase in the Company’s authorized share capital at the Company’s 2006 Annual General Meeting.  On June 9, 2006, shareholders at the Company’s 2006 Annual General Meeting approved an increase in the authorized share capital by 500 million shares of common stock.  Stock certificates representing one additional share for each share held were delivered on July 24, 2006 (payment date) to all shareholders of record at the close of business on July 10, 2006 (record date).  All share and per share amounts in these condensed consolidated financial statements and related notes have been retroactively adjusted to reflect the stock split for all periods presented.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments except for the effect of the restatement as discussed in Note 1, necessary to fairly state the Company’s financial position as of July 29, 2006, the results of its operations for the three and six months ended July 29, 2006 and July 30, 2005, respectively and its cash flows for the six months ended July 29, 2006 and July 30, 2005, respectively. These condensed consolidated financial statements and related notes are unaudited and should be read in conjunction with the Company’s audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended January 27, 2007, filed concurrently with this Form 10-Q. The results of operations for the three and six months ended July 29, 2006 are not necessarily indicative of the results that may be expected for any other interim period or for the full fiscal year.

Basis of presentation

The Company’s fiscal year is the 52- or 53-week period ending on the Saturday closest to January 31. In a 52-week year, each fiscal quarter consists of 13 weeks. The additional week in a 53-week year is added to the fourth quarter, making such quarter consist of 14 weeks. Fiscal years 2007 and 2006 comprised 52-weeks.

On February 21, 2006, the Board of Directors approved a 2 for 1 stock split of the Company’s common stock, to be effected pursuant to the issuance of additional shares as a stock dividend. The stock split was subject to shareholder approval of an increase in the Company’s authorized share capital at the Company’s 2006 Annual General Meeting.  On June 9, 2006, shareholders at the Company’s 2006 Annual General Meeting approved an increase in the authorized share capital by 500 million shares of common stock.  Stock certificates representing one additional share for each share held were delivered on July 24, 2006 (payment date) to all shareholders of record at the close of business on July 10, 2006 (record date).

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments except for the effects of the restatement as discussed in Note 1, necessary to fairly state the Company’s financial position as of April 29, 2006, the results of its operations for the three months ended April 29, 2006 and April 30, 2005, respectively and its cash flows for the three months ended April 29, 2006 and April 30, 2005, respectively. These condensed consolidated financial statements and related notes are unaudited and should be read in conjunction with the Company’s audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended January 27, 2007, filed concurrently with this Form 10-Q. The results of operations for the three months ended April 29, 2006 are not necessarily indicative of the results that may be expected for any other interim period or for the full fiscal year.

Basis of presentation

The Company’s fiscal year is the 52- or 53-week period ending on the Saturday closest to January 31. In a 52-week year, each fiscal quarter consists of 13 weeks. The additional week in a 53-week year is added to the fourth quarter, making such quarter consist of 14 weeks. Fiscal years 2006 and 2005 are comprised of 52-weeks. For presentation purposes only, the financial statements and notes refer to January 31 as the Company’s year-end and April 30, July 31 and October 31 as the Company’s quarter-ends.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to fairly state the Company’s financial position as of April 30, 2006, the results of its operations for the three months ended April 30, 2006 and 2005, and its cash flows for the three months ended April 30, 2006 and 2005. These condensed consolidated financial statements and related notes are unaudited and should be read in conjunction with the Company’s audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2006. The January 31, 2006 condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States. However, the Company believes the disclosures are adequate to make the information presented not misleading. The results of operations for the three months ended April 30, 2006 are not necessarily indicative of the results that may be expected for any other interim period or for the full fiscal year.

Basis of Presentation

The Company’s fiscal year is the 52- or 53-week period ending on the Saturday closest to January 31. In a 52-week year, each fiscal quarter consists of 13 weeks. The additional week in a 53-week year is added to the fourth quarter, making such quarter consist of 14 weeks. All periods presented are 52-week years. For presentation purposes, the financial statements and notes refer to January 31 as the Company’s year-end.

On February 25, 2004, the Board of Directors approved a 2 for 1 stock split of the Company’s common stock, to be effected pursuant to the issuance of additional shares as a stock dividend. The stock split was subject to shareholder approval of an increase in the Company’s authorized share capital at the Company’s 2004 Annual General Meeting. On May 28, 2004, shareholders at the Company’s 2004 Annual General Meeting approved an increase in the authorized share capital by 250.0 million shares of common stock. Stock certificates representing one additional share for each share held were delivered on June 28, 2004 (payment date) to all shareholders of record at the close of business on June 14, 2004 (record date). All share and per share amounts in these consolidated financial statements and related notes have been retroactively adjusted to reflect the stock split for all periods presented.

1. Basis of presentation

The following unaudited pro forma condensed combined consolidated financial information gives the effect to the acquisition of the hard disk and tape drive controller business (the “Business”) of QLogic Corporation (“QLogic”) by Marvell Technology Group Ltd. (“Marvell”). The acquisition will be accounted for using the purchase method of accounting in accordance with Statement of Financial Accounting Standards No. 141, “Business Combinations.”  Under the purchase method of accounting, the total estimated purchase price, calculated as described in Note 2 to these unaudited pro forma condensed combined consolidated financial statements, is allocated to the net tangible and intangible assets of the Business acquired in connection with the asset purchase agreement (“APA”), based on the fair values as of the completion of the acquisition.  Management has estimated the fair value of assets acquired from the Business.  In determining these fair values, management has considered the net realizable value attributable to net tangible and intangible assets of the Business.  Management’s final valuation of the fair value of assets acquired was based on the actual net tangible and intangible assets of the Business that exist as of the date of the completion of the acquisition.

The Business was not operated as a stand-alone business, but was an integrated part of QLogic’s consolidated business.  As such, no separate audited financial statements of the Business have ever been prepared and QLogic has not maintained the distinct and separate accounts necessary to prepare the full financial statements of the Business.  The statements of net assets to be sold include only the specific assets and liabilities related to the Business that were sold to Marvell.  The statements of direct revenues and direct operating expenses include the net revenues and operating expenses directly attributable to the development, manufacture, sale and distribution of the products comprising the Business.  Direct expenses included in the accompanying financial statements also include an allocation of certain engineering and development costs attributable to the design of the products comprising the Business.  QLogic management believes that the allocations are reasonable; however, these allocated expenses are not necessarily indicative of costs that would be incurred on a stand-alone basis due to economies of scale, differences in management judgment, a requirement for more or fewer employees, and other factors.  Future results of operations and financial position could differ materially from the historical amounts presented herein.  The statements of direct revenues and direct operating expenses of the Business do not include interest income, income taxes or any other indirect expenses not noted above.  Complete financial statements for the Business were not prepared as the Business was not maintained as a separate reporting unit and therefore it was impracticable to prepare full financial statements as required by Rule 3-05 of Regulation S-X.

The unaudited pro forma condensed combined consolidated balance sheet as of July 30, 2005 gives the effect to the acquisition as if it occurred on July 30, 2005 and, due to the different fiscal period ends, combines the historical balance sheet of Marvell at July 30, 2005 and the condensed statement of net assets to be sold of the Business at October 2, 2005.  The Marvell consolidated balance sheet information was derived from its unaudited July 30, 2005 consolidated balance sheet included in its Quarterly Report on 10-Q for the fiscal quarter ended July 30, 2005.  The statement of net assets to be sold of the Business included therein was derived from the unaudited condensed statement of net assets to be sold of the Business as of October 2, 2005 included herein.

The unaudited pro forma condensed combined consolidated statement of operations for the six months ended July 30, 2005 and year ended January 29, 2005 are presented as if the transaction was consummated on February 1, 2004 and, due to different fiscal period ends, combines the historical results of Marvell for the six months ended July 30, 2005 and year ended January 29, 2005 and the historical results of the Business for the six months ended October 2, 2005 and year ended April 3, 2005.  The results of Marvell’s consolidated statement of operations for the six months ended July 30, 2005 were derived from its unaudited statement of operations included in its Quarterly Reports on Form 10-Q for the fiscal quarter ended July 30, 2005 and the results of the Marvell’s consolidated statement of operations for the year ended January 29, 2005 were derived from its Annual Report on Form 10-K for the fiscal year ended January 29, 2005.  The statement of direct revenues and direct operating expenses of the Business for the six months ended October 2, 2005 were derived from the unaudited financial statements included herein and the statement of direct revenues and direct operating expenses of the Business for the year ended April 3, 2005 were derived from the audited financial statements included herein.

19

Basis of presentation

The Company’s fiscal year is the 52- or 53-week period ending on the Saturday closest to January 31. In a 52-week year, each fiscal quarter consists of 13 weeks. The additional week in a 53-week year is added to the fourth quarter, making such quarter consist of 14 weeks. Fiscal years 2006 and 2005 are comprised of 52-weeks. For presentation purposes only, the financial statements and notes refer to January 31 as the Company’s year-end and April 30, July 31 and October 31 as the Company’s quarter-ends.

On February 25, 2004, the Board of Directors approved a 2 for 1 stock split of the Company’s common stock, to be effected pursuant to the issuance of additional shares. The stock split was subject to shareholder approval of an increase in the Company’s authorized share capital at the Company’s 2004 Annual General Meeting.  On May 28, 2004, shareholders at the Company’s 2004 Annual General Meeting approved an increase in the authorized share capital by 250.0 million shares of common stock.  Stock certificates representing one additional share for each share held were delivered on June 28, 2004 (payment date) to all shareholders of record at the close of business on June 14, 2004 (record date).  All share and per share amounts in these condensed consolidated financial statements and related notes have been retroactively adjusted to reflect the stock split for all periods presented.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to fairly state the Company’s financial position as of October 31, 2005, the results of its operations for the three and nine months ended October 31, 2005 and 2004, and its cash flows for the nine months ended October 31, 2005 and 2004. These condensed consolidated financial statements and related notes are unaudited and should be read in conjunction with the Company’s audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2005. The results of operations for the three and nine months ended October 31, 2005 are not necessarily indicative of the results that may be expected for any other interim period or for the full fiscal year.

Basis of presentation

The Company’s fiscal year is the 52- or 53-week period ending on the Saturday closest to January 31. In a 52-week year, each fiscal quarter consists of 13 weeks. The additional week in a 53-week year is added to the fourth quarter, making such quarter consist of 14 weeks. Fiscal years 2006 and 2005 are comprised of 52-weeks. For presentation purposes only, the financial statements and notes refer to January 31 as the Company’s year-end and April 30, July 31 and October 31 as the Company’s quarter-ends.

On February 25, 2004, the Board of Directors approved a 2 for 1 stock split of the Company’s common stock, to be effected pursuant to the issuance of additional shares. The stock split was subject to shareholder approval of an increase in the Company’s authorized share capital at the Company’s 2004 Annual General Meeting.  On May 28, 2004, shareholders at the Company’s 2004 Annual General Meeting approved an increase in the authorized share capital by 250.0 million shares of common stock.  Stock certificates representing one additional share for each share held were delivered on June 28, 2004 (payment date) to all shareholders of record at the close of business on June 14, 2004 (record date).  All share and per share amounts in these condensed consolidated financial statements and related notes have been retroactively adjusted to reflect the stock split for all periods presented.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to fairly state the Company’s financial position as of July 31, 2005, the results of its operations for the three and six months ended July 31, 2005 and 2004, and its cash flows for the three and six months ended July 31, 2005 and 2004. These condensed consolidated financial statements and related notes are unaudited and should be read in conjunction with the Company’s audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2005. The results of operations for the three and six months ended July 31, 2005 are not necessarily indicative of the results that may be expected for any other interim period or for the full fiscal year.

Basis of presentation

The Company’s fiscal year is the 52- or 53-week period ending on the Saturday closest to January 31. In a 52-week year, each fiscal quarter consists of 13 weeks. The additional week in a 53-week year is added to the fourth quarter, making such quarter consist of 14 weeks. Fiscal years 2006 and 2005 are comprised of 52-weeks. For presentation purposes only, the financial statements and notes refer to January 31 as the Company’s year-end and April 30, July 31 and October 31 as the Company’s quarter-ends.

On February 25, 2004, the Board of Directors approved a 2 for 1 stock split of the Company’s common stock, to be effected pursuant to the issuance of additional shares. The stock split was subject to shareholder approval of an increase in the Company’s authorized share capital at the Company’s 2004 Annual General Meeting. On May 28, 2004, shareholders at the Company’s 2004 Annual General Meeting approved an increase in the authorized share capital by 250.0 million shares of common stock. Stock certificates representing one additional share for each share held were delivered on June 28, 2004 (payment date) to all shareholders of record at the close of business on June 14, 2004 (record date). All share and per share amounts in these condensed consolidated financial statements and related notes have been retroactively adjusted to reflect the stock split for all periods presented.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to fairly state the Company’s financial position as of April 30, 2005, the results of its operations for the three months ended April 30, 2005 and 2004, and its cash flows for the three months ended April 30, 2005 and 2004. These condensed consolidated financial statements and related notes are unaudited and should be read in conjunction with the Company’s audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2005. The results of operations for the three months ended April 30, 2005 are not necessarily indicative of the results that may be expected for any other interim period or for the full fiscal year.

Basis of Presentation

        The Company's fiscal year is the 52- or 53-week period ending on the Saturday closest to January 31. In a 52-week year, each fiscal quarter consists of 13 weeks. The additional week in a 53-week year is added to the fourth quarter, making such quarter consist of 14 weeks. All periods presented are 52-week years. For presentation purposes, the financial statements and notes refer to January 31 as the Company's year-end.

        On February 25, 2004, the Board of Directors approved a 2 for 1 stock split of the Company's common stock, to be effected pursuant to the issuance of additional shares. The stock split was subject to shareholder approval of an increase in the Company's authorized share capital at the Company's 2004 Annual General Meeting. On May 28, 2004, shareholders at the Company's 2004 Annual General Meeting approved an increase in the authorized share capital by 250.0 million shares of common stock. Stock certificates representing one additional share for each share held were delivered on June 28, 2004 (payment date) to all shareholders of record at the close of business on June 14, 2004 (record date). All share and per share amounts in these consolidated financial statements and related notes have been retroactively adjusted to reflect the stock split for all periods presented.