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SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

CURRENT REPORT

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

August 28, 2003
Date of report
(Date of earliest event reported)

MARVELL TECHNOLOGY GROUP LTD.

Bermuda		0-30877		77-0481679
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

4^th Floor
Windsor Place
22 Queen Street
P.O. Box HM 1179
Hamilton HM EX
Bermuda

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (441) 296-6395

N/A
(Former name and former address, if changed since last report)

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	Item 5. Other Events and Regulation FD Disclosure
SIGNATURE

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Item 5. Other Events and Regulation FD Disclosure

     On August 21, 2003, Marvell® Technology Group Ltd. reported financial results for its second fiscal quarter ended August 2, 2003.

     Net revenue for the second quarter of fiscal 2004 was $192.9 million, an increase of 61% over net revenue of $119.7 million for the second quarter of fiscal 2003 and a 15% sequential increase from net revenue of $168.3 million for the first quarter of fiscal 2004. Net income under generally accepted accounting principles (GAAP) was $9.4 million, or $0.07 per share (diluted), for the second quarter of fiscal 2004, compared with net loss under GAAP of $9.3 million, or $0.08 per share (diluted), for the second quarter of fiscal 2003.

     Net revenue for the six months ended August 2, 2003 was $361.1 million, an increase of 65% over net revenue of $218.5 million for six months ended August 3, 2002. Net income under GAAP was $13.8 million, or $0.10 per share (diluted), for the six months ended August 2, 2003, compared with net loss under GAAP of $40.3 million, or $0.34 per share (diluted), for the six months ended August 3, 2002.

     The consolidated statement of operations (unaudited) for the three months ended August 2, 2002 and 2003 and for the six months ended August 2, 2002 and 2003 as well as the consolidated balance sheets (unaudited) as of August 2, 2003 and as of February 1, 2003 follow.

 

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Marvell Technology Group Ltd.
Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share amounts)

				Three Months Ended								Six Months Ended
				August 2,				August 3,				August 2,				August 3,
				2003				2002				2003				2002
Net revenue				$	192,854			$	119,694			$	361,137			$	218,494
Cost of goods sold					88,944				56,033				165,057				99,813
Gross profit					103,910				63,661				196,080				118,681
Operating expenses:
	Research and development				52,252				33,599				98,891				64,208
	Selling and marketing				14,783				12,321				30,246				23,333
	General and administrative				4,351				3,523				7,931				7,165
	Amortization of stock-based compensation				1,020				2,192				1,678				4,474
	Amortization of acquired intangible assets				19,560				21,323				39,008				42,646
	Facilities consolidation charge				—				—				—				17,799
		Total operating expenses			91,966				72,958				177,754				159,625
Operating income (loss)					11,944				(9,297	)			18,326				(40,944	)
Interest and other income, net					1,569				1,906				2,880				4,045
Income (loss) before income taxes					13,513				(7,391	)			21,206				(36,899	)
Provision for income taxes					4,091				1,935				7,427				3,361
Net income (loss)				$	9,422			$	(9,326	)		$	13,779			$	(40,260	)
Basic net income (loss) per share				$	0.08			$	(0.08	)		$	0.11			$	(0.34	)
Diluted net income (loss) per share				$	0.07			$	(0.08	)		$	0.10			$	(0.34	)
Weighted average shares — basic					123,667				118,886				122,502				118,487
Weighted average shares — diluted					136,804				118,886				133,188				118,487

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Marvell Technology Group Ltd.
Consolidated Balance Sheets
(Unaudited)
(In thousands)

				August 2,				February 1,
				2003				2003
Assets:
Current assets:
	Cash and cash equivalents			$	208,733			$	125,316
	Short-term investments				135,247				139,912
	Accounts receivable, net				102,925				86,175
	Inventory, net				60,377				39,712
	Prepaid expenses and other current assets				22,226				19,979
		Total current assets			529,508				411,094
Property and equipment, net					71,549				69,246
Goodwill and acquired intangible assets					1,613,101				1,570,643
Other noncurrent assets					40,366				49,313
		Total assets		$	2,254,524			$	2,100,296
Liabilities and Shareholders’ Equity
Current liabilities:
	Accounts payable			$	77,924			$	47,672
	Accrued liabilities				64,268				26,955
	Income taxes payable				7,467				2,247
	Deferred income				12,373				12,481
	Current portion of capital lease obligations				6,850				5,019
		Total current liabilities			168,882				94,374
Capital lease obligations					12,491				13,755
Other long-term liabilities					43,596				42,029
		Total liabilities			224,969				150,158
Shareholders’ equity:
	Common stock				251				243
	Additional paid-in capital				2,744,205				2,674,095
	Deferred stock-based compensation				(9,313	)			(5,899	)
	Accumulated other comprehensive income				922				1,988
	Accumulated deficit				(706,510	)			(720,289	)
		Total shareholders’ equity			2,029,555				1,950,138
		Total liabilities and shareholders’ equity		$	2,254,524			$	2,100,296

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SIGNATURE

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

Date: August 28, 2003

		MARVELL TECHNOLOGY GROUP LTD.
		By:		/s/ George A. Hervey
				George A. Hervey
				Vice President of Finance and
				Chief Financial Officer

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