Marvell Technology Group (MRVL)

Note 15 — Subsequent Events:

On March 5, 2009, in response to the deteriorating economic environment the Company announced the implementation of a plan to lower the Company’s overall costs and expenses. As a result of this plan and combined with certain cost reduction measures taken in the fourth quarter of fiscal 2009, the Company plans to reduce its global workforce by approximately 15%, or approximately 850 employees. The Company estimates that the restructuring charges associated with the reduction in force and consolidation of facilities specifically identified to date will be approximately $20 million, including approximately $14 million related to severance and other employee benefit payments and approximately $6 million related to facility consolidation. The Company expects the expense reduction actions in the plan to be implemented through calendar year 2009. This estimate includes restructuring charges recorded in the fourth quarter of fiscal 2009 of approximately $9.7 million, comprised of $6.6 million of severance and other employee benefit payments and $3.1 million of facilities consolidation and equipment charges. The Company estimates that the restructuring measures taken to date will result in approximately $15 million in cash payments in calendar year 2009 and the remainder will be a non-cash accounting-related charge associated with facilities consolidation.

On March 6, 2009, Carnegie Mellon University filed a complaint in the United States District Court for the Western District of Pennsylvania naming MSI and the Company and alleging patent infringement. Carnegie Mellon has asserted two patents purportedly relating to hard disk drive products that incorporate read-channel integrated circuits. Because this action was only recently filed, MSI and the Company have not yet answered the complaint. The Company is in the process of reviewing these patents and hiring counsel to defend us in this action. This action is in the very early stages, however, the Company intends to contest this action vigorously, but is unable to predict the outcome of this action.

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MARVELL TECHNOLOGY GROUP LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 15 — Subsequent Events:

On March 5, 2009, in response to the deteriorating economic environment the Company announced the implementation of a plan to lower the Company’s overall costs and expenses. As a result of this plan and combined with certain cost reduction measures taken in the fourth quarter of fiscal 2009, the Company plans to reduce its global workforce by approximately 15%, or approximately 850 employees. The Company estimates that the restructuring charges associated with the reduction in force and consolidation of facilities specifically identified to date will be approximately $20 million, including approximately $14 million related to severance and other employee benefit payments and approximately $6 million related to facility consolidation. The Company expects the expense reduction actions in the plan to be implemented through calendar year 2009. This estimate includes restructuring charges recorded in the fourth quarter of fiscal 2009 of approximately $9.7 million, comprised of $6.6 million of severance and other employee benefit payments and $3.1 million of facilities consolidation and equipment charges. The Company estimates that the restructuring measures taken to date will result in approximately $15 million in cash payments in calendar year 2009 and the remainder will be a non-cash accounting-related charge associated with facilities consolidation.

On March 6, 2009, Carnegie Mellon University filed a complaint in the United States District Court for the Western District of Pennsylvania naming MSI and the Company and alleging patent infringement. Carnegie Mellon has asserted two patents purportedly relating to hard disk drive products that incorporate read-channel integrated circuits. Because this action was only recently filed, MSI and the Company have not yet answered the complaint. The Company is in the process of reviewing these patents and hiring counsel to defend us in this action. This action is in the very early stages, however, the Company intends to contest this action vigorously, but is unable to predict the outcome of this action.

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MARVELL TECHNOLOGY GROUP LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 11. Subsequent Events

In November 2007, the Company filed a tender offer to correct its misdated stock options.  The tender offer will permit the Company to give employees the opportunity to correct the §409A United States tax issues with the stock options and therefore exercise stock options without incurring a penalty tax.  The tender offer will amend certain outstanding options and provide restrictive stock unit grants and/or cash payments as set forth under the Offer to Amend the Exercise Price of Certain Options to employees with misdated options.  As of October 2, 2007, the Company has not determined the amount stock compensation expense to be recorded in connection with the granting of restricted stock to compensate employees for the value loss in correcting the misdated options.

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Note 11. Subsequent Events

On May 18, 2007, the Company completed the acquisition of a private company for a purchase price of $9.4 million in cash.  The private company designs and develops software for the optical storage applications.

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13. Subsequent Events (Unaudited)

As this separate agreement was executed subsequent to the closing of the sale of the Business to Marvell, and is not a transaction forming part of the Asset Purchase Agreement, the accompanying statements of assets to be acquired and liabilities to be assumed and statements of net revenue and direct expenses have not been adjusted to the net decreases to property and equipment at July 1, 2006, December 31, 2005 and December 25, 2004 reflected in the table above.

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Note 10. Subsequent Events

On November 8, 2006, the Company completed its acquisition of the communications and application processor business of Intel Corporation (“ICAP Business”) and paid $600.0 million in cash upon closing of the transaction.  The Company recorded a one-time charge for purchased in-process research and development expenses related to the acquisition of $77.8 million in the fourth fiscal quarter of fiscal 2007.  In addition to the asset purchase, Marvell and Intel entered into certain additional agreements, including a supply agreement.  Under the terms of the agreement the Company has committed to purchase and Intel has agreed to supply through June 2008 a minimum number of wafers at fixed prices.  If at the end of any fiscal quarter for Intel, there is a shortfall between the quantity of supply ordered by the Company and the quantities of supply required under the supply agreement commitment, Intel will invoice the Company for the shortfall and will deliver the corresponding quantity upon receipt of payment from the Company.  The supply agreement requires the Company to prepay for certain wafers six months in advance of delivery and requires it to issue non cancellable purchase orders at least six months in advance of requested delivery dates for all purchases under the supply agreement.

In November 2006, the Company borrowed $400.0 million from a group of lenders in the form of term loans to partially finance the acquisition of the ICAP Business.  Amounts borrowed under the credit agreement bear interest at the higher of the lender’s prime rate or 0.5% per annum above the Federal Funds Effective Rate, as defined in the agreement, plus a 1% margin.  In the case of Eurodollar loans, amounts borrowed bear interest at a rate equal to Adjusted LIBOR plus 2% margin.  Such margins are subject to reductions or increases depending on the Company’s credit rating.  The credit agreement also contains customary covenants, including financial covenants.  The Company may repay the term loans at any time without premium or penalty.  The Company must also prepay the term loans depending on certain specified events.  Certain of the Company’s subsidiaries have guaranteed the obligations under the credit agreement.  In connection with the credit agreement, the Company and three of its subsidiaries entered into pledge agreements with the lender to which each such entity has granted the lender a security interest in the equity interests held by such entity in certain affiliates.

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Note 10. Subsequent Events

On November 8, 2006, the Company completed its acquisition of the communications and applications business of Intel Corporation (“ICAP Business”) and paid $600.0 million in cash upon closing of the transaction.  The Company recorded a one-time charge for purchased in-process research and development expenses related to the acquisition of $77.8 million in the fourth fiscal quarter of fiscal 2007.  In addition to the asset purchase, Marvell and the third party agree to enter into certain additional agreements, including a supply agreement.  Under the terms of the agreement the Company has committed to purchase and Intel has agreed to supply a minimum number of wafers at fixed prices.  If at the end of any fiscal quarter for Intel, there is a shortfall between the quantity of supply ordered by the Company and the quantities of supply required under the supply agreement commitment, Intel will invoice the Company for the shortfall and will deliver the corresponding quantity upon receipt of payment from the Company.  The agreement requires the Company to prepay for certain wafers six months in advance of delivery and requires it to issue non cancellable purchase orders at least six months in advance of requested delivery dates for all purchases under the supply agreement.

In November 2006, the Company borrowed $400.0 million from a group of lenders in the form of term loans to partially finance the acquisition of the ICAP Business.  Amounts borrowed under the credit agreement bear interest at the higher of the lender’s prime rate or 0.5% per annum above the Federal Funds Effective Rate, as defined in the agreement, plus a 1% margin.  In the case of Eurodollar loans, amounts borrowed bear interest at a rate equal to Adjusted LIBOR plus 2% margin.  Such margins are subject to reductions or increases depending on the Company’s credit rating.  The credit agreement also contains customary covenants, including financial covenants.  The Company may repay the term loans at any time without premium or penalty.  The Company must also prepay the term loans depending on certain specified events.  Certain of the Company’s subsidiaries have guaranteed the obligations under the credit agreement.  In connection with the credit agreement, the Company and three of its subsidiaries entered into pledge agreements with the lender to which each such entity has granted the lender a security interest in the equity interests held by such entity in certain affiliates.

9. Subsequent Events

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 is subject to shareholder approval of an increase in the Company’s authorized share capital at the Company’s 2006 Annual General Meeting which is scheduled for June 9, 2006.

Restated quarterly pro forma per share data for the three months ended April 30, 2006 and 2005 would be as follows (unaudited):

On May 1, 2006, the Company completed its acquisition of the printer semiconductor business of Avago Technologies Limited and paid $240.0 million in cash upon closing of the transaction. The Company may pay an additional $35.0 million in cash if certain defined milestones are achieved at various intervals through October 2007. The Company may also record a one-time charge for purchased in-process research and development expenses related to the acquisition. The amount of that charge which has not yet been determined, if any, would be recorded in the Company’s second fiscal quarter of fiscal 2007.

On May 1, 2006, the Company completed an asset purchase agreement with a third party to acquire intellectual property and property and equipment. Under terms of the agreement, the Company paid $7.0 million in cash upon closing of the transaction. In addition to the asset purchase, Marvell and the third party agree to enter into certain additional agreements, including a transition services agreement, a product distribution agreement and an intellectual property agreement. The Company may also record a one-time charge for purchased in-process research and development expenses related to the acquisition. The amount of that charge, if any, would be recorded in the Company’s second fiscal quarter of fiscal 2007, but has not yet been determined.

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Subsequent Events

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 is subject to shareholder approval of an increase in the Company’s authorized share capital at the Company’s 2006 Annual General Meeting tentatively scheduled for June 2006.

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