Good day, ladies and gentlemen, and welcome to the Marvell Technology Group Limited third quarter earnings conference call. My name is Amicia and I will be your operator for today. (Operator Instructions) I would now like to turn the call over to Mr. Jeff Palmer, Senior Director of Investor Relations.

Thank you Amicia and good afternoon everyone. Welcome to the Marvel Technology Group fiscal third quarter 2009 earnings call. I am Jeff Palmer, Marvel's Senior Director of Investor Relations and with me on the call today are Dr. Sehat Sutardja, Marvell's Chairman and CEO, and Clyde Hosein, Marvel's CFO and Interim COO. All of us will be available during the Q&A portion of the call today. If you've not obtained a copy of our current press release, it can be found at our company website under the Investor Relations section at www.marvell.com. Additionally, this call is being recorded and will be available for your replay from our corporate website. Before we begin, we would like to remind all participants that this call will include forward-looking statements that involve risks and uncertainties that could cause Marvell's results to differ materially from management's current expectations, including the near-term demand for our products, the development of new products, and our expectations about revenues, gross margins, operating expenses, interest income, tax expenses, and non-GAAP earnings per share during the fiscal fourth quarter of 2009. To fully understand the risks and uncertainties that may cause results to differ, please refer to Marvell's latest quarter report on Form 10-Q and subsequent SEC filings. Please be reminded that Marvell undertakes no obligation to revise or update publicly any forward-looking statements. During our call today, we will make reference to certain non-GAAP financial measures, which generally exclude the effect of stock-based compensation, amortization of acquired intangible assets, and other one-time charges. Marvell management believes these non-GAAP metrics are useful to many investors as they are consistent with some of the metrics utilized internally to manage the business. While Marvell uses non-GAAP financial measures as a tool to enhance its understanding of certain aspects of its financial performance, Marvell does not consider these measures to be a substitute for, or superior to, the information provided by GAAP financial measures. With respect to historic information, the most directly comparable GAAP information and a reconciliation between the non-GAAP and GAAP figures is provided in our third fiscal quarter 2009 earnings press release, which has been furnished to the SEC on Form 8-K and is available on Marvell's website in the Investor Relation section at www.marvell.com. I would now like to turn the call over to Dr. Sutardja.

Today we reported third quarter revenues of $791.0 million, reflecting a 6% sequential decline, due primarily to the industry-wide economic downturn. Even with the severe economic downturn, Marvell still delivered a 4% year-on-year growth. Our results were in line with our revised projections presented on November 3, 2008. As we reported during our preliminary conference call, and as we are now all acutely aware, the effects of the current financial crisis are having a direct impact on the technology industry as a whole. What we are observing is an increased level of hesitation by our customers to make any long-term order commitments as the depth and the durations of the current economic downturn is still unknown at this time. While a portion of the turmoil seen in the semi-conductor supply chain is re-opening and in motion, we also believe a certain amount could be due to overreaction. Our ability to predict when true end market demand will reflect natural consumption levels is therefore limited. However, we do see inventories relatively lean on a historic basis, and we believe when consumption and order demand realign there should be a fairly robust improvement throughout the supply chain. Regardless of when this snap-back may occur, we at Marvell are adapting our business to the realities of the current economic environment. As we have done in the past, we will focus our efforts on the opportunities and challenges that we can either control or directly influence. Our immediate focus is to actively tighten our expense profile and look for opportunities to squeeze any inefficiencies from our operations. Our results for the third quarter reflect the initial benefits from these actions. For example, on a non-GAAP basis, our gross margin for the third quarter came in within the range of our original guidance and our…

Good afternoon everyone. As Sehat mentioned, fiscal Q3 revenues came in at $791.0 million, representing 4% growth year-over-year but due to the recent economic downturn this translates to a decline of 6% sequentially. This result was in line with the revised revenue range we provided during our preliminary conference call on November 3, 2008. Our non-GAAP gross margin for the third quarter was 52.3%, an increase of 400 basis point from the same period a year ago, essentially flat with the second quarter and in line with our prior projected range of 52% to 53%. Our overall operating expenses for the third quarter, on a non-GAAP basis, were $266.0 million, which was slightly better than our prior projected range of $275.0 million to $285.0 million. R&D expenses for the quarter were $204.0 million, down approximately $13.0 million sequentially due to continued tight expense controls including control headcount management, improved control of our outside services cost, and lower NREs associated product tape out expenses. SG&A expenses for the quarter were $63.0 million, up approximately $1.0 million sequentially. This resulted in non-GAAP operating margins of approximately 19%, up from 12% in the same period a year ago and down only about 60 basis points from the prior quarter. Net interest expense and other income was an $11.5 million benefit during the third quarter. This was an improvement of approximately $18.0 million year-over-year and a sequential improvement of approximately $14.0 million. These improvements were due to a combination of lower interest payments on our standard debt and currency benefit in our foreign tax reserves that are settled in local currencies. Tax expenses were $13.4 million with our effective non-GAAP tax rate at 8.5%. Our non-GAAP net income for the third quarter was $145.0 million, or $0.23 per diluted share, compared to the non-GAAP…

(Operator Instructions) Your first question comes from Romit Shah - Barclays Capital.

On the backlog, it looks like you lowered revenues by just a couple of percent versus the beginning of November. Could you give us a sense on how much backlog has declined since you last gave an update to guidance.

Probably by almost the same percent. So the backlog into the quarter, if you reflected as to the midpoint of our range we just provided, is just over 70%, about the same level as previous quarters, maybe a tad better. But it certainly has eroded a little bit since our last call.

And on the opex, you have been bringing down R&D for the last couple of quarters but I noticed that SG&A has actually been flat or increasing. I would have expected it to be the other way around. Can you just provide some more color on how you are reducing below the line expenses?

I think every item of expense profile is a target for reductions, but obviously the opportunities with R&D are much bigger. Our SG&A expense as a percent of revenue I believe is amongst best in class. We want to maintain it that way. But I don’t think any stone is unturned in any part of our financial profile for us to reduce.

When we get through this downturn, how should we think about Marvell’s target model?

That’s a good question. I think Sehat and I said we will provide that at the end of our fiscal year. So if you wait a few months, we will give you what our target is, and I think our practice would be to, as we report our full fiscal year results, we will provide that to you guys. We have given a lot of indications. We focused in on very tight operating expenses. Even in this environment we have 19% operating profit on a non-GAAP basis and significant cash flow so that’s a good hint of where at least we want to improve from.

Your next question comes from Uche Orji - UBS Investment Research.

Just in general, what is your sense of what a target inventory level within your customer right now? In light of the guidance you have given, what is your sense about the inventory for you and through how much you think your customers are holding right now and is there any risk that as we go into early next year that there could be a write-down on the inventory line for you? I know you have done a good job of managing working capital in general, but just a sense of what you think inventory levels are and what do you think is optimal at this point to avoid a write-down in early next year?

I will answer some part and have Clyde answer the rest. The majority of our customers are already pulling products on a real time basis. Of course, they give us forecasts so that we can build those products in inventory. But I want to stress that a lot of these things are single-source products. We have 100% design wins on many, many of these products so in terms of the risk for maturity of these products are quite minimal. Typically what we are concerned mostly during the products foundation win, the customers are moving from one generation of products to the next generation of products; that’s when we have to be a little bit more careful about inventory. Otherwise, the risk of inventory on our side is quite minimal. And this is the reason why we also say we believe that the inventory levels at our customers are quite lean compared to historical levels. So this downturn is really the reason why we believe these end markets are related. We don’t think it is related to anything other than that, and for sure it has nothing to do with a market share loss or design win issues. In fact, in some of these markets we have new design wins that unfortunately we will not see, for example storage, the result in terms of RAM, we will not see if for another nine months to a year or so. But we do have those new design wins in fact.

On inventory, like everybody else we are chasing a moving target, a moving declining target. As you obviously know, a few months ago no one was predicting where we would be. We are supporting our customers, so obviously at 82 days of inventory, where we ended fiscal Q3, that is probably a little higher than where I would prefer it to be, but I understand why we ended up here. I agree with Sehat, I think the risk of any write-off is small at this time. I don’t spend any nights worrying about it, although we will act and continue to tighten things up. I think that’s one [inaudible] out there. But from a target point of view, it’s hard to give a target in this current environment. But on a stable basis, I would like us to be in the low 70s, high 60s, in terms of days of inventory and a lot of that is probably customer specific.

When I look at your R&D cutback, what are you doing really in terms of being to reduce R&D so significantly in the quarter? And an extension of that is how much of your products over the next two quarters will be coming from new products? And are you able to maintain your ability to keep turning out new products on this level of R&D? And finally, if I look at the headcount level across Marvell, do you think that there is still more room to take headcount down?

R&D is something that I manage very tightly, I am very involved very much in all that aspects of R&D, to significant [inaudible] compared to most other CEOs in the field. If you look at the cost reduction there, as for the last quarter, it is mainly through better expense control in terms of pay parts, in terms of limiting the number of different products we do so basically another way of saying it, we built fewer chips to address multiple segments, thus we reduced the amounts of prototypes, the APGAs, the tape out costs, the test costs, the mask costs. And as well as in terms of new hires, it has been very, very tightly managed, as we mentioned earlier. In the long run we are looking at further reducing the number of many different chips that we historically built without thinking about the different segments that we play in. And now we are being a lot more careful and making sure those products truly address the highest volume opportunities. So I mentioned some of the highest opportunities in the prepared remarks are in these new emerging markets for our application processors, of gigahertz or multi-gigahertz application processors for these emerging markets. So I am very optimistic that our continued investment in R&D are not slowing down, we are just doing a better control on the spending.

I agree with Sehat. Strategically I think Sehat is driving leverage in our investment so that he can leverage technologies across multiple platforms and I think he is probably the best I have seen at that. And you will see that continue at Marvell. That’s probably the biggest opportunity of it. And the other hand is trying to wring efficiencies out of our excess inventory and that’s where we both work together. That’s the benefit you see and I expect you to see that to continue and obviously we do that without affecting the product that we bring to market. We still intend to be amongst the leading providers of semiconductor solutions out there.

Your next question comes from Shawn Webster - JP Morgan.

At the beginning of the call you talked about your beliefs that this could be a short-lived, or there will be a snap back because you characterize your customers as potentially over-reacting. Is there anything that you are seeing in terms of your customer behavior that makes you confident or causes you to speculate that this could just have a sharp turnaround, down the road soon?

I mentioned that obviously the downturn is caused by market demands, and at the same time I also mentioned that some of this is caused by over-reactions. And I’m sure everybody will agree that that will be the case. Specific in our case there were very early indications that there are a limited number of customers making a last call trying to get products they forgot to forecast or either they forgot to forecast or maybe they were being very conservative early on and it’s hard to say, it’s just a gut feeling whether this is just one type of events or are there are more and more types of customers that will come back at the last minute and tell us that they made a mistake and they need the products earlier. But the good thing is we are operational, our operations machines continue to improve so that when the customers come back on a short notice we should be able to produce those parts on a fast-track basis. So we are preparing on both side. We are preparing on the expense side to manage the expense to be more efficient. At the same time we are preparing to be more efficient in terms of the cycle times to respond to these last minute calls.

And what was your headcount at the end of last quarter?

Headcount at the end of the quarter was 5,541. It was up 88 from the end of Q2 and down 212 heads on a year-on-year basis.

As we go into Q4, I recognize there is a large varying range for the guidance you gave, what will be the relatively stronger or the weakest product segments as we go into Q4?

It’s hard to say. There’s volatility across it. I think in the infrastructure space is probably where we have seen lesser of the volatility so that probably would be my best guess. And cellular, that seems to be recovering fairly well so I think there’s some strength there.

And you said your backlog coverage for your midpoint was about 70%, is that what you said?

Yes, just over 70%.

So the gross margin is coming up 50 basis points in Q4, can you walk us what are the moving parts there to drive that?

Again, it’s continuing to drive efficiency, driving costs from our business. And it’s a fair amount of blocking and tackling.

But not mix or pricing or other things?

No, we haven’t seen any trickling in pricing. Pricing isn’t obviously as good as in good times but the improvement is not from pricing.

And how is the pricing environment, broadly speaking, in your drive components at your customer, the pricing environment, competitive pricing?

It’s competitive. It’s not a cakewalk but there is nothing unusual either way that we are seeing in that space.

Your next question comes from Quinn Bolton - Needham & Company. Quinn Bolton - Needham & Company: I just wanted to come back to this 70% backlog coverage. You talked about it in the prepared comments, seeing erosion, especially late in the quarter, that backlog. So could you talk to us about the turns order environment that gives you comfort heading into the quarter with 70% backlog coverage. Have you seen a shift from longer lead-time orders to very short terms business or a pick up in pulls from consigned inventory? Could you talk a little bit about the turns order business environment?

A couple of things as a background basis. About half of our revenues are pointed out on a consignment basis so you are really dependent on a customer forecast to predict it and that’s one of the concerns we had back on August 28. So part of it is pulls from consignment hubs, so that’s not the traditional book-to-bill stuff. And customers are not a whole lot more clairvoyant than we are. On a turns basis, as Sehat pointed out, there are times we see customers pulling in stuff. So it has certainly improved from the October time frame in terms of the volatility. And we are seeing some push outs, we have seen some customers that are asking us for better than what they asked a few weeks ago. So there is no consistent story I can tell you on that part. Quinn Bolton - Needham & Company: Did you say that the volatility has come down a bit since the October level? It’s still volatile but it’s not as bad as October?

It has improved substantially since the month of October, correct. Quinn Bolton - Needham & Company: And on the consignment basis, when you say you have 70% backlog coverage, does that include your forecast for what you think that’s pulled from the consignment hubs or what gets pulled from consignment hubs sort of all flow through that other 30% that’s not in backlog?

It’s an aggregate so it includes it.

Your next question comes from Craig Berger - Friedman, Billings, Ramsey & Co. Craig Berger - Friedman, Billings, Ramsey & Co.: On the operating expenses, as we move past the fourth quarter here, did you say that there is more to give back in that area? Are there more cuts coming in Q1 and beyond?

I think some of the actions we have taken will still show some improvement in the April quarter. If you mean give backs, if you mean improvements, I would expect to improve a little bit again in the April quarter. Craig Berger - Friedman, Billings, Ramsey & Co.: A little bit more in April and then that’s the bottom for opex?

No, we have to watch the economy. Sehat and I are very laser-focused on where things are. I would not say that is the bottom, but if you ask me today, that’s my answer today. Craig Berger - Friedman, Billings, Ramsey & Co.: Can you confirm that you are in the Storm and can you also update us as to what other new competitors you might be seeing at that customer/new design win battles and just your status at maintaining that customer as an important customer.

I think you probably misspoke. We are in the Bold. That’s our 3G solutions. And you probably read some of the articles about the true [inaudible] of the Bold, I think it is the highest performing 3G phone in the market. So in terms of competitiveness of 3G, there are not too many players providing 3G solutions in the open market so obviously our biggest competitors are Qualcomm in the 3G space. But other than that landscape, we are probably considered the early player in this market, in the 3G space. And as I said earlier, there are new market opportunities. Historically we put a lot of emphasis on just the smart phones, but our application process and technology, now we are looking at the opportunities in equally, or even bigger market opportunities for the MIDs, or the network markets, which I already spent quite a bit of time talking about. Craig Berger - Friedman, Billings, Ramsey & Co.: Can you talk about your confidence in maintaining share at your top cellular customer?

I am confident. Craig Berger - Friedman, Billings, Ramsey & Co.: Do you see any new competitors coming in there or any share losses to existing competitors?

No. Craig Berger - Friedman, Billings, Ramsey & Co.: Can you provide us a brief update on your design efforts with respect to Bluetooth, optical drive, some of the other nascent future products?

Maybe my answer will be almost too short. If I want to go back a little bit I would say no, but at the same time we have new engagements on the newer technology for the more advanced 3G technology with our customers. So I am looking to the optical, so I didn’t spend time talking about optical. Optical, we have a couple of very important engagements but I didn’t mention too much about it because there are other things to talk about. This is an area in both Blu-Ray as well as the traditional laser. So we are only delivering complete platforms to this customer base to put into their specific OPUs they plan to use. I think I can say, in short, it’s progressing quite well after some hiccup a year ago on the software efforts on our part. But we are recurring quite well there. Performance, actually some data shows that we are superior in performance in SNRs, especially in the Blu-Ray laser sight. I think Bluetooth, we are engaging with several customers. In fact, I think we are already shipping or about to ship some very high volume products to some new platforms that integrate Bluetooth with WiFi capability.

Your next question comes from James Schneider - Goldman Sachs.

I believe you mentioned that infrastructure and cellular were two of the better product areas you expect in the next quarter. Can you comment on which ones would be lagging?

When you say next quarter, first of all we are talking about the current quarter we are in which is the January quarter. I said earlier in my prepared remarks, PCs eroded further than when we gave our initial update about a month ago. I would say that is probably the biggest volatility, followed by end consumer type products, would be the second area that’s probably the most worrisome for us.

And in terms of your gross margin improvements, you have talked before about both operational and mixed factors contributing to your better gross margins. How much of each of them contributed in the quarter and what additional headroom do you expect in terms of the operational piece of that in 2009?

I think most of the improvements we are looking at is to drive efficiencies in our internal operations and our overall costs. So most of it I think would be improvement. In next year, we are driving the management team to continue to make improvements in gross margin and I think there are good opportunities to do that, even in the current environment.

Your next question comes from Srina Pajuri - Merrill Lynch.

You’re approaching almost $1.0 billion in net cash. I’m just wondering what are your plans for that?

The first order of business was to pay off the debt. I had mentioned earlier this fiscal quarter we paid it off so we can check that box. As we mentioned before, we generate a significant amount of free cash flow and it is something Sehat and I are laser-focused on. So the next step, we have already said, is to look at investing and obviously share buybacks. With the debt out of the way, those things become in the forefront and we will keep you informed on when we make those decisions.

What is the minimum cash balance that you would like to have on the balance sheet?

In this economy, the way it’s moving, I would say that is not a fair question because who knows. But $1.0 billion is still, even take out $200.0 million, so $800.0 million net of the payback, I would never argue with you that that is a safe bet. So I think we should be putting some of that back to shareholders. It’s really an appropriate thing, given where we are. And the comfort we have with the efficiency of Marvell right now and the margins we generate give us more comfort that we can function even at lower than the net $800.0 million.

And also to that comfort zone is the fact that a lot of the building we occupy we own and are fully paid for. So there is another comfort that will translate into additional cash flow.

You talked about targeting those net books and [inaudible] that are going to sell for $100 to $200 dollars, I’m just wondering where is Marvell in terms of getting design wins and showing some revenues and how far do you think we are.

I spent quite a bit of time talking about this. I am very optimistic about this market. This is the market that I personally spend a lot of time in. I believe this is one of the biggest market opportunities of the semiconductor market, to address the next 1.0 billion to 2.0 billion customers. These are the customers that can only afford to pay around $100. I say $100 to $200. I just want to cover more of the small markets. But there are significant market volumes will fall in around $100 and those markets are integrations of all of the functionality into a single chip, gigahertz, or even multi-gigahertz processor capability, V-View, HD-TV capability, in very low power solutions. So we have everything. We have been working with this for a number of years. And we also are leveraging the software infrastructure of the XScale so all the software on wireless MMX2, this is all the things that normally you need to run flash, like Adobe Flash, to run transparently into the platform. So as I said, we have complete solutions. Now we have a number of designs in the way. So we are very, very optimistic.

Any time line as far as when the initial shipments go out?

As I said, I believe this market for $100 to $200 will emerge in less than 12 months.

Your final question comes from Arnab Chanda - Deutsche Bank Securities.

Could you talk about in the next 12 to 24 months what are the areas that you expect to see your business or design wins outperform what is happening in the market? And I think it sound like you think maybe this is something short, but all the indications are this could last for a long time. Are you prepared for declines in revenue that you have seen in the semiconductor industry in say, 2001, or 2002, and what kind of actions are you taking to hold your cash or other strategies?

Of course we are concerned if the economic downturn is longer than expected. At the same time we say that we must focus ourselves on the things that we can control and influence. There are lots of market opportunities that we have not played today, interesting market opportunities. And we just have to finish the last mile, the last 5% of development efforts. There was a question before on the optical. We just have to get that 1%, the final qualifications, everything is ready, just the final qualification we must get it through. We are almost at the end of developing our HD-TV Blu-Ray player. We can demo everything, you can stop by and look at all the demonstrations. We just need to get the last miles to finish to make sure that we completely play into the segments there that we have not played before. And I said also earlier, there are new market opportunities. There are things we can influence. The next 1.0 billion user opportunities for the net book or MID devices. These are completely new opportunities that we can control. We can play. The market is there, we will be there. We can decide what products to build, what price to build, how much to integrate, whether to build one product to address the $100, another product to address $150 segments, or other products to address the $200 segments, or even another product to address sub-$100 segments. So these are the things that we can control. We cannot control the length of the downturn but let me stress that this is something that we are prepared, we know that this is part of our job to manage the company is to deal not just with when the economy is bullish and upside all the time, but once in a while when the economy is down we need to have the guts and the ability to put focus on controlling costs and managing our expenses, looking at what products to trim, to cut costs so that we keep our margin high or increase the margin. And there are a few other products here and there that I am not ready to talk about yet to address markets that completely has nothing to do with the stuff like mixing PSP, CPU technology. We are known as the leader in analog mixing technology. So we also are looking into building completely mixing those products and it has nothing to do with PSP or CPU. There are billions of opportunities. And also it turns out the more we look into it the more opportunities and also requires a lot fewer resources to break into. In the past we tended to be too over-excited about complicated stuff. It’s good to build complicated stuff because that’s what our customers want. There are things that are less complicated that people do not talk about but we have advance technology to solve and some of these things we will introduce in the near future.

What about the first question, the opportunities for the next 18 to 24 months, where you see the growth coming from.

If you look at the existing business, we have multiple design wins for customers that we used not to play ball with. So that’s a huge opportunity. Even if the market continues to have a prolonged impact, that is going to be positive to us. And integrations in enterprise, we are the only ones that can do it, enterprise integration. There is not a single other company out there that can demonstrate the capability. They can talk but they cannot demonstrate the capability to integrate. We are shipping. And we continue to innovate in the 3G space. We have very good performance, so we just have to work even harder to make sure that we continue to make things better. If you are asking 12 to 24 months, I am convinced that we will be in the Blu-Ray player in a significant way, in the HD-TV in a significant way at that time.

This concludes the Q&A session of this conference.

Thank you everyone and in closing we would like to thank you for your time today and appreciate your interest in Marvell. We look forward to speaking with you at our next conference call and seeing you at upcoming investor events.

This concludes today’s conference call.