Welcome to the fiscal fourth quarter year end 2009 Marvell Technology Group earnings conference call. (Operator Instructions) I would now like to turn the call over to your host for today’s conference, Mr. Jeff Palmer, Senior Director of Investor Relations.

Thank you. Good afternoon everyone. Welcome to the Marvell Technology Group fiscal fourth quarter and fiscal year end 2009 earnings call. My name is Jeff Palmer, Marvell's Senior Director of Investor Relations and with me today on the call is Dr. Sehat Sutardja, Marvell’s Chairman and CEO and Mr. Clyde Hosein, Marvell's CFO and Interim Chief Operating Officer. All of us will be available during the Q&A portion of the call today. If you have 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 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 forward-looking statements regarding our outlook and response to the current economic environment, our ability to expand market share in new and existing markets, our expectations about revenues, non-GAAP gross margins, non-GAAP operating expenses, free cash flow and GAAP and non-GAAP earnings per share during the fiscal first quarter of 2010. To fully understand the risks and uncertainties that may cause results to differ, please refer to Marvell’s latest quarterly report on Form 10Q 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 exclude stock-based compensation expense as well as charges related to acquisitions, restructuring, gains and other charges that are driven primarily by discrete events that management does not consider to be directly related to Marvell’s core operating performance. 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 our 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 our non-GAAP and GAAP figures is provided in our fourth fiscal quarter and fiscal year end 2009 earnings press release which has been furnished to the SEC on Form 8K and is available on Marvell’s website in the Investor Relation section. Now I would like to turn the call over to Dr. Sutardja.

Thanks Jeff. Today we reported fiscal fourth quarter 2009 revenues of $513 million reflecting a 35% sequential decline and in line with our revised outlook communicated to you on January 22. Despite the impact of the current economic environment on our business we continued to demonstrate solid financial performance in the areas of profitability and cash flow generation. During our fourth quarter on a non-GAAP basis we reported gross margin of 51.3%. We aggressively lowered our operating expenses and delivered about $95 million in free cash flow or the equivalent of 19% free cash flow margin. We believe these results clearly demonstrate our continued focus to achieve best in class financial performance. Marvell, as with most of our peers, continues to be severely impacted by the unprecedented industry wide erosion in end-market demand. Based on our concerns here on prior earnings calls to you we began to undertake actions in the fourth quarter to realign and improve the efficiency of our business. We continue to believe the best course of action is to focus on those areas of our business we can directly control, influence or positively impact. Consequently, today we announced additional measures to realign our business with the current and the anticipated economic environment. These actions combined with certain cost reduction measures we took in the fourth quarter include the reduction of approximately 15% of our worldwide workforce. We regret parting ways with many of our colleagues but believe these actions are prudent at this time. We wish our departing employees all the best. In addition to the headcount reductions we have also implemented other significant corporate wide initiatives to lower our costs and expenses. Clyde will provide more details later in the call. The actions we are implementing are painful but necessary for us to maintain the…

Thank you. Good afternoon everyone. As Sehat mentioned, fiscal Q4 revenues came in at $513 million representing a 35% sequential decline and down 39% from the same period a year ago. This result was in line with the revised revenue range we provided on January 22. Our non-GAAP gross margin for the fourth quarter was 51.3%, a decrease of 100 basis points from the third quarter and an increase of 260 basis points from the same period a year ago. This is slightly below our prior projected range of 52% plus or minus 50 basis points that we provided last November and prior to the most recent revenue decline. The sequential decline in our gross margin was primarily due to lower revenues offset by improvements in spending. Our overall expenses for the fourth quarter on a non-GAAP basis were $235 million which was significantly better than our previously projected range of $255-265 million. As Sehat indicated, our preparedness for the economic downturn started earlier and our results, in part, reflected this. We have recently taken aggressive actions to reduce expenses including cancellation of bonuses, headcount reductions, salary freezes, consolidation of certain of our facilities and reductions in discretionary spending. Our results in Q4 reflect our preliminary steps in this regard including about $15 million in non-recurring items. R&D expenses for the quarter were $178 million, down approximately $26 million or 13% sequentially and down $19 million from the same period a year ago. SG&A expenses for the quarter were approximately $57 million, down approximately $6 million or 9% sequentially and a decrease of about 36% from the same period a year ago. This resulted in a non-GAAP operating margin of approximately 5%, down from the approximately 19% reported in the prior quarter and the 12% reported in the same period…

(Operator Instructions) The first question comes from Craig Berger - Friedman, Billings, Ramsey & Co. Craig Berger - Friedman, Billings, Ramsey & Co.: I just wanted to understand how does the reduction in R&D affect your investment profile for some of your businesses, cellular, some of the other up and coming products like optical? Then I have a follow-up.

As we said in the prepared statements we spent a lot of effort to look into 2-3 years down the road where the convergence are happening. Many of our products, whether they are cell phones, whether it is in HDTV or whether it is in application processors or MID’s and net book types of applications they all seem to have similar requirements. By looking ahead we realize that we could reduce a lot of our inefficiency and redundancies. As a result those reductions will not impact our current as well as projected programs we are working and will be over the next few years. Craig Berger - Friedman, Billings, Ramsey & Co.: As a follow-up, on the cellular business here a few questions. It seems like it has been a challenging business from a revenue perspective. You can say you have been losing share in ASP processors to [OMAV] and optimally coming up to Snap Dragon. You have one base band customer. Do you believe you have sufficient scale in that business? Do you still anticipate in going after the mainstream portion of the market in coming years? What is the strategy in cellular right now?

Actually cellular is very important for us to address. This is an extremely large market for us to tap into and today we have the best in class application processing in the market bar none compared to anybody else in the business. We have obviously believe in Smart phones. We believe the market for phones converging into entry level phones and the rest will be Smart phones including even feature phones being replaced by Smart phones. This is a huge, huge piece of pie of semiconductor consumption we are targeting. We have numerous engagements and we are very positive about the outlook.

The next question comes from Romit Shah - Barclays Capital.

It looks like you had a $5 million benefit from the reversal of the payroll tax liabilities. Does that hit in the April quarter as well?

Are you talking about on the tax line?

Under operating expenses you had a footnote I think B and it was about $5 million. It looked like that was incremental to SG&A and R&D.

There were two tax impacts. GAAP only results did not include it we had a benefit of about $5 million from the statute of limitations expired and so we had a reserve that we were allowed to reverse. We did not include that in our non-GAAP results. That benefit stayed in GAAP only. Secondly we had a favorable tax ruling in a foreign jurisdiction that allowed us to get a credit of I believe $4.7 million in our tax line, not operating expense line.

My follow-up question was just on the 15% headcount reduction. How much is that going to save Marvell and can you just give us a feel for how it will flow through in subsequent quarters in fiscal 2010?

Fair point. The program that the executive team engaged on started several months ago and it is a broad program to improve our financial health as well as our competitive position. So we believe we get a two for with that. Including, as you said, headcount reductions and it included some other compensation reductions. It included spending reductions across every part of our business. Our entire management team and employee base are working diligently to improve it. I don’t want to characterize it just as headcount reductions. We are focused on every part of our business. To your question, collectively this should save us about $100 million a year just in OpEx and that should be implemented as we get to the end of the year. Specifically in Q1, the quarter we just provided a forecast or guidance to included $15 million of benefit. You should see $20 million next quarter or an incremental $5 million in Q2. $25 million or incremental $5 million again in Q3 and that gets you to the $100 million per year benefit. So I think that is pretty clear.

When you factor in the headcount reduction and everything else you have executed on can you give us what you think the target operating model for gross margins and operating margins are for this company and if it is possible at this point just a revenue run rate to get to that target?

In this environment to talk about long-term operating model some companies are not even giving near-term targets. It is difficult. We spend more time improving our near-term but implementing technologies but I will try to tell you where we think we want to drive this business to. Today gross margins are about 51-52% in this economy. We think that as the economy grows that should give us an improvement. Sehat and the engineering team are driving a number of significant design wins some of which you are aware of and some of which we have not yet announced but in the mid signal space is where our strength is and you should start seeing that in the next couple of years of bringing in a number of areas, SSD, power management and the like, a number of those areas, that will improve our mix. So when that happens and the timeframe is the factor here we should be at about 53-55% gross margins as a result of a combination of those. Our R&D target is to get to about 20-22% of revenues. Obviously we are higher than that today so there is some improvement to come and part of that will be from the programs we announced and part of that will be from what we think are some exciting products to come out in the markets. SG&A we are probably in very good shape with that with our long-term target being the 8-10% range which leads to operating margins of 20-25% and free cash flow margins of 20-25% as well. The timing of course is the question and as I said I think everyone will understand the ability to forecast the future right now is very difficult. I don’t think we will get there this year in the current environment although as we implement the reductions we described combined with some significant share and design wins we have got I think we have a good chance of closing that gap exiting this year, so not for the whole year, but exiting this year about mid way through that and hopefully continued improvement. We will leave some benefit from stabilization of the economy and may have some improvement from that but certainly not back to where it was in the year-ago period. Our model doesn’t depend on that. That is the best forecast on timing I can give you on that.

The next question comes from Shawn Webster - JP Morgan.

What was your headcount at the end of Q4?

Roughly about 5,500. About 11 persons sequential.

As it relates to your segments can you tell us at a high level what your storage business did sequentially in Q4? What the size of it was? For your outlook for Q1 can you walk us through your through process in coming up with the guidance and maybe share with us what your back log is doing and what gives you the confidence to guide for flat in Q1 when so many other PC and chip companies are guiding for down?

On the segmentation I don’t think we provide any of that. In terms of backlog, the second part of the question on backlog we started the quarter at about 65% which is about average. That has stabilized and improved and is probably on track to get to the mid point of our target. I want to caution while we say that the economy varies, the demand pattern varies so I don’t want to take all of that. That is the current status. I think we are well on track to the mid point of the range and we started out the quarter very well. I think most of the areas are flattish. There is nothing that jumps out in any particular area. I think we have seen some rebound from the January quarter. I think we feel that the January quarter from a revenues point of view is our low quarter. That is our best guess today. I think we intend to mid point flattish. Nothing jumps out. Our intention right now is I think we will be hopefully January as the bottom. That is our current view. We will improve our profitability from there. Beyond that, that is the best color I can give you.

Can you give us a quick update on how you see channel inventories right now?

Visibility is very tough so I will give you our best guest but I don’t want to be portrayed on an expert on channel inventory. You guys write enough about that. Our sense is it is probably on the tighter side especially in the disti channels. We feel that is true especially some of the more mature technologies. We are seeing some expedite and so forth in that area. Our sense is that disti’s probably because of their ability of lenders have tightened up a little too much. I wouldn’t characterize that as a trend and I wouldn’t want to get too excited about that but to answer your direct question I think it is probably lean. Our own inventory has, as you know, declined about 6% or so even as our revenues. So our own inventory we feel is fairly lean and we will keep managing that tightly again and our sense is that the channel is probably the same.

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

Let me just follow-up on the inventory comments, looking at your inventory on the balance sheet you have that down in dollar terms sequentially but looking out over 100 days now in terms of days of inventory you have 110. Can you answer two questions for me? First, what is the mix of that inventory and do you have a target of bringing that I think the historical average between 75-80 days of inventory?

Mix in terms of finished goods?

Finished goods, work in progress and also by product area so we can know how much is going to storage, network and cellular and wireless? That’s what I’m looking for.

I don’t have either one of those answers in front of me. If it is important we will probably have to get some of that for you. In terms of what our target is it is obviously less than 117 which is the number I mentioned to you earlier. Probably in the 70-80 range if you look at a model for us is where we probably want to be. It grew from 80 days in the last quarter to 117, primarily on the subdued broader environment here as we indicated our absolute levels went down. So we’ll keep tightening that and adjusting that. I don’t sense that we have a lot of risk in inventory. I guess the net of what you are trying to get to is do we think there is a lot of risk in there? I think that it is less so, there is always a chance but I don’t feel uncomfortable of the levels we have from a risk point of view. We have to manage our supply chain obviously carefully but I don’t really lose sleep much over our inventory risk.

Right but you can meet your mid point of your guidance, should we expect the inventories to come down substantially to the target level next quarter?

I wouldn’t say substantially. It is probably going to be flattish to slightly down.

Let me just switch gears and ask about net books. What has been the reaction from the ODM customers in terms of your net book product? Do you think it is a viable option within the net book market given that it is what you have been driving with your products?

The reaction has actually been very positive. We have been doing demonstrations at CES as well as the Mobile Congress so a lot of people there have seen it for the first time and are shocked about the capability of the device and obviously the majority of the software is running on Linux. We are focusing on instruction based CPU’s but we build our own CPU’s so it will be very, very powerful GHz processors. I think the market still addressed the next billion users. I think it is huge. Very, very huge. These are markets where people need the functionality of a PC but they cannot afford to pay more than $100 or so to pay for this kind of device. You see a lot of discussions in the news and you can see yourself a lot of people are working on this. We are all seeing the same huge market opportunity. Our solution today from what I heard from our people that we show it to, to them they clearly say we absolutely have the leading edge solution today.

It is remarkable your revenue has been cut so significantly and yet your gross margin has remained above 50%. How much more room do you have to continue to improve gross margins and if revenues were to return to the $700 million run rate what type of gross margin should we theoretically expect you to post?

If you go back a few minutes ago I described what our long-term model is and I think that gives you pretty good clarity on what we think our opportunities are. In the interim managing gross margin is very tough. To push costs, our customers of course are trying to push cost on us so it is very tough. I think two questions ago or three questions ago we described our long-term model and you probably can pick up on that.

The next question comes from James Schneider - Goldman Sachs.

First of all, Clyde could you talk about the recovery in gross margins? How should we think about the profile as we move up from what you guided in Q1 towards your target range and specifically in that could you address the pricing environment you are seeing right now both on the storage and wireless/apps processor side?

On gross margins I think we guided 51-52%. In this economy as long as it stays at this revenue level I think that is probably a reasonable level for us and it is a struggle to get there. We had to keep fighting to get there. So it is not a cakewalk. As far as pricing goes as you would expect it is a challenging environment. Our customers are of course pushing on us. Our defense has always been the value creation we create for them and that has always been very good. Separation from wireless it has always been a tough market in pricing. I don’t know, it was tough 6 months ago and 9 months ago it was pretty tough so I don’t think I see anything materially different there.

As a follow-up could you address, I think you have talked about several times before the opportunity you have with Seagate and the PC hard drive space in the future. Could you address for us your current view in terms of the magnitude of the opportunity for you as well as the timing for when you might see some revenues there?

Actually I don’t think we mention specific names, I don’t know if we mentioned specific names, but we did mention that we have all the opportunities on the desktop and mobile on two of the customers that we did not have any revenues in those segments. So we do have engagement. In terms of I guess it is moving quite well. Obviously I would like to see it a lot faster than the way they move but as you know in this industry people tend to move if it takes 9-15 months for people to come up with a design and implement the products and go to production before it turns into revenue for us. So those are moving very well in terms of opportunity. I think you should look at the size of the market share for the two customers we do not have the percentage and if you divide that by a two that is a good target number.

The next question comes from Randy Abrams – Credit Suisse. Randy Abrams – Credit Suisse: I wonder if in your guidance for down 4 to up 3 you could go a step further and maybe talk between PC, cellular, consumer and what you are seeing in terms of relative strength within that?

I think it is going to be flat and I think for the most part I don’t think we provide color or are prepared to provide any color on the specific areas. There are dynamics between the two but it is a long road between here and I think we might mislead people in terms of reading if any particular segment is doing any better than another one. I’m sorry I can’t provide any color on that. Randy Abrams – Credit Suisse: On the OpEx if you could clarify I think you guided OpEx flat sequentially but talked about the $15 million benefit. Are there other parts of the business that are stepping up on OpEx? Then to clarify should we take that flat OpEx and then take it down $5 million the next couple of quarters off the base you guided to in April?

Yes. That is what we said earlier. Take it down $5 million a quarter for the next couple of quarters. Every part of our, I’m not sure if I understand your comment about parts of the business stepping up, every Marvell employee is stepping up to the plate here and we are very grateful for all they are doing. So I don’t think there is any area that needs…I think every employee is contributing. Randy Abrams – Credit Suisse: Maybe I misunderstood the guidance. If you are having a $15 million sequential benefit from the OpEx reduction why are you guiding flat? Shouldn’t we expect OpEx would take a step down with the headcount reduction?

I said our December results were 235, I realize this is not fresh in people’s mind but I did say about $15 million of one-time benefit in December. Specifically that was shut down over the holidays and cancellation and therefore reversal of previous accrual for bonuses. Both of those events you can’t replicate every quarter. So if you look on a normalized basis it was about 250 and that 250 goes to 235. That is probably a steady state there. There are a number of puts and takes. Obviously you pay more payroll taxes. You have to reset that. But in a nutshell that is how you should think about it. 250 to 235. Basically $15 million.

The next question comes from Sumit Dhanda – Bank of America Securities. Sumit Dhanda – Bank of America Securities : I just have one question. On your prospects, Broadcom is touting its leadership in the combo chip market with the integration of their wireless connectivity solutions. Could you talk about your road map a little bit and where you see yourselves positioned and in general what you think their first mover advantage is or is there one in that market?

I don’t completely understand when you say combo of what? Sumit Dhanda – Bank of America Securities : For instance they are integrating functionalities of blue tooth, WiFi onto a single piece of silicon.

We do have products that integrate those functions. Different products. We happen to integrate different products maybe just blue tooth plus WiFi. In some products we integrate blue tooth plus FM. We have several different combinations targeting different markets with different levels of integration. We do have obviously the road maps to integrate everything. Like in the very near term. I don’t expect those things at the end of the day will be the highest volume compared to say the two function integration or three function integration. If we are wrong I am okay because we have all the integration as well. We [prepared] to optimize the dye size for the different markets. So we don’t see that as an issue. We also have chip integration with different interfaces. Some chips we have USB. Some chips we have SBIOS. Could we put all the interfaces in one chip? Yes, but then we make the chip bigger. We are trying to balance between integrating more functionality versus cost structure. Fundamentally there is no reason why we cannot integrate everything. Just whether it makes sense to do it or the timing to do it when at least 50% of customers are asking for it. Sumit Dhanda – Bank of America Securities : I guess part of Broadcom’s contention is, first I understand that you have integrated products, but they are talking about integrating more than just two functionalities on the same piece of silicon, so it seems like integrating more isn’t necessarily an advantage but their thought is that having all the radios work together is non-trivial. Do you subscribe to the notion? Plus they suggest they won a lot of design share with their triple play card, fully integrated blue tooth, WiFi and FM. Do you not see that as a major…

We agree. Integrating all those functions are not challenging. In fact this is the reason why we have the best radio in the market. We have the best sensitivity. If you look at our FM functions we integrate it clearly has many several DB’s, better sensitivity compared to anybody else out in the industry. Last time with the [FACS] or the Mobile Congress we demo’d it and people there saw our solution and clearly agreed our solution works where other people’s don’t work. So if you say integration is hard to do I absolutely agree. In terms of integrating everything we have a product that integrates everything, just I don’t think if you are interested in cost structure it is what 50% of people want. Remember we have a large market share in this area and not everything people want all the function. In handheld gaming devices if the customer does not ask for FM radio we don’t want to integrate FM radio. If certain entry level segments where people do not want WiFi we integrate just blue tooth with FM because if they don’t want to pay for the WiFi we don’t have to speak to them about the WiFi functionality. I don’t see any concern about technology on our side. Also if you look at the dye size we have on our chip is 20% smaller compared to the guy that claims they have everything to be integrated. Sumit Dhanda – Bank of America Securities : You seem to be reluctant about breaking out your outlook by segment. My recollection is that you used to give more visibility by end market segment. Is it just that the end market environment is very cloudy? I guess what is the reason for not giving more disclosure by segment?

Exactly what you said. The end market is cloudy. On any given day it looks great and a week later it is more subdued. I think it is unfair for us to give guidance because it implies we clearly know where we may end up and I don’t think that is fair. Sumit Dhanda – Bank of America Securities : Does the composition of your backlog not give you a clue since you are so heavily booked going into the quarter with 65% to start the quarter?

It gives you a good clue. There is a reluctance given the environment we are in. Sumit Dhanda – Bank of America Securities : What about the prior quarter? Could you give us some sense on how the various segments performed in Q4?

In our presentation I think I gave color on where the declines were so I think we can deduce that. If you want we can have Jeff walk you through that. I think in my prepared remarks I described where the… Sumit Dhanda – Bank of America Securities : Where the magnitude of the shortfall was.

The next question comes from Nick Aberle – Caris & Company. Nick Aberle – Caris & Company: I just wanted to ask in terms of revenue drivers looking out over the next couple of quarters irrespective of what is going on with the economy overall, what do you see as your key catalyst to help Marvell grow the top line on a company-specific basis?

Within the next year or so? Nick Aberle – Caris & Company: Correct.

There are several I can think of off the top of my head. Market share gains in HVD. We are clearly the leader in this segment. The emergence of the solid state disk controller. We have the leading solution in this market, the leading, highest performance across the board. More deployments of WiFi in the gaming, printers, cameras as well as cell phones obviously. We have been working for several years in multi-standard HDTV decoders targeting for blue ray players and set top boxes. So we have very, very interesting…we are in the final stage of deploying the software packages for those markets. We are very optimistic about that opportunity for revenue next year. The MID markets, talking about the application processors, in some areas at the low end, stand alone application processor in the high end maybe we integrate HDTV functionality. That is a very promising, large market opportunity that I think some time next year could be very, very big market opportunity for us. Energy management. We have been working on energy management and green energy management so such as power [fact] corrections where we developed technology to reduce the energy for AC adapters by a factor of 40-50% meaning the power consumption will reduce drastically through our DSP based, mixed signal solution there. More and more of our new generation application processors are gaining market share. I guess people talk about we clearly have the best technology in this area. Our solutions reduce typically half the power for any given MHz or GHz, assuming they could even get GHz. We are about half the power. Our floating point performance we are about four times the performance of OMAP. So anybody who needs high performance solutions will use our solutions. As well as if you look at how we continue to develop new solutions in the cellular and of course targeting our existing customer wins. We want them to be more successful. We continue to develop even more advanced solutions, lower power solutions, better radios, better application processors, better audio and so on as well as working with several large potential new customers outside the normal RIMM and those are the areas I think will be very, very…if you think about the potential growth opportunities for Marvell in the next 12-24 months. Nick Aberle – Caris & Company: Just as a follow-up everybody likes to talk about RIMM so can you just give us an update on your relationship there and do you expect to see additional product from RIMM launch with Marvell?

Definitely. I think our relationship is strong. At Mobile Congress we look at some of the new technology that RIMM showed, those are using our next generation communication processors that is not even in production yet. They are showing a prototype of some new technology even in the cell phone form factor. So our engineers are working very closely with their engineers so we have road maps for several years ahead. Our people are very busy. Our engineers are very busy trying [meet with] other classes of new products that they have requested from us.

In closing, we would like to thank you all for your time today. We appreciate your interest in Marvell. We look forward to speaking with you at our next conference call and seeing you at our upcoming Investor events. Thank you very much everyone. Have a good day.

Thank you for your participation in today’s conference. This concludes your presentation. You may now disconnect. Good day.