Dr. Sehat Sutardja - Chairman of the Board, President, ChiefExecutive Officer Michael Rashkin - Interim Chief Financial Officer, VicePresident

Cody Acree - Stifel Nicolaus Seogju Lee - Goldman Sachs Craig Ellis - Citigroup Shawn Webster - J.P. Morgan Romit Shah - Lehman Brothers Uche Orji - UBS Shaw Wu - American Technology Research David Wu - Global Crown Capital

Good afternoon, everyone and welcome to Marvell Technology Group Limited thirdquarter fiscal year 2008 financial results conference call. Participating ontoday’s conference call are Dr. Sehat Sutardja, Chairman and CEO; and Mike Rashkin,Marvell's Interim Chief Financial Officer. Before we begin the call, I would like to remind allparticipants that the discussion today will contain predictions, estimates, andother forward-looking statements covering subjects such as enterprise, consumerand emerging market trends, competition, customers, suppliers, products anddemand, and expectations regarding sales trends, revenue growth, gross margins,operating expenses, other income and expense, cash accounts and receivables,and inventory. Such statements are usually preceded by words like expects,anticipates, believes, should, will, may, or words with similar import andactual results could differ materially from current expectations. To understand the risks that cause results to differ, pleaserefer to Marvell's annual report on Form 10-K, quarterly reports on Form 10-Q,recent current reports on Form 8-K, and other Securities and ExchangeCommission filings, all of which discuss important risk factors that may affectMarvell's business, results of operation, and financial conditions. Please be reminded that the company undertakes no obligationto revise or update publicly any forward-looking statements for any reason. In addition, this presentation includes non-GAAP financialmeasures with respect to historic information. The most directly comparableGAAP information and reconciliation between the non-GAAP and GAAP figures isprovided in Marvell's Q307 press release, which has been furnished to the SECon Form 8-K and is available on Marvell's website in the investor relationssection and at www.marvell.com. With respect to prospective information, the most directlycomparable GAAP information and a reconciliation between the non-GAAP and GAAPfigures is provided on the website in the investor section. In addition to disclosing financial results calculated inaccordance with GAAP, Marvell also reports non-GAAP measures. Marvell'smanagement believes that non-GAAP information is useful because it can enhancethe understanding of the company’s ongoing economic performance and Marvelltherefore uses non-GAAP reporting internally to evaluate and manage thecompany’s operations. Marvell has chosen to provide this information toinvestors to enable them to perform comparisons of operating results in amanner similar to how the company analyzes operating results. Non-GAAP measures exclude the effect of stock-basedcompensation and amortization of acquired intangible assets. I would now like to turn the call over to Dr. Sehat Sutardja.Please go ahead, sir. Dr. Sehat Sutardja: Thank you, Antoine and welcome everyone to our third quarterfiscal 2008 conference call. Joining me on today’s call is Mike Rashkin, our InterimChief Financial Officer. This quarter we have achieved record revenues and reached a$3 billion annual run-rate. Our Q3 revenues, operating margins and earnings pershare have each exceeded our expectations. Our Q2 revenue of $758 million represents a year-over-yearincrease of 46% and a sequential increase of 15% from the prior quarter. Last quarter, we had guided our Q3 revenues to approximately$710 million. However, as a result of very strong customer demand in our majormarkets, our Q3 revenues greatly exceeded those expectations. The overallmarket demand for our products continues and we expect further revenueincreases in Q4, which Mike will detail in a moment. As we indicated in our Q2 call, our increasing sales trendis a result of our investment in a broad range of technologies and from ourability to efficiently integrate these technologies into superior productsacross many markets. Despite the significant increase in revenue this pastquarter, our operating expense level remains outside the parameters of ourfinancial model. So we are taking action to reduce operating expenses through areduction in force that was announced today, which we expect to complete in thefourth quarter. I would like now to turn the call over to Mike for adetailed look at our financial results for the quarter. After that, I willdiscuss what we are doing in some of our businesses, the solid progress we aremaking, and the growth drivers in place to continue our momentum into fiscalyear ’09. Mike.

Thanks, Sehat and good afternoon, everyone. As Sehatmentioned, earlier today we reported that net revenue for the third quarter offiscal 2008 was $758 million, an increase of 46% over the $520 million reportedfor the comparable quarter in fiscal 2007, and a sequential increase of 15%from the second quarter of fiscal 2008. Our third quarter revenues exceeded our guidance of $710million on particularly strong sales in certain businesses registering strongquarter-to-quarter gains. Non-GAAP net income for the third fiscal quarter was$86 million, or $0.14 per diluted share, compared with fiscal Q2 non-GAAP netincome of $40 million, or $0.06 per diluted share. Our non-GAAP tax rate for the quarter was minus 8%, and isabout 6% year-to-date. The rate declined dramatically in Q3 as a result of asettlement of a foreign tax audit during the quarter and a reversal ofpreviously reserved taxes. For comparison purposes, fiscal Q3 non-GAAP EPS, ifnormalized at the Q2 tax rate of 19%, would be $0.10 per diluted share,representing an increase of 62% quarter to quarter. Shares used to compute non-GAAP earnings per diluted sharefor Q3 fiscal 2008 were 631 million, slightly over the 630 million shares usedfor the prior quarter. Net loss under GAAP for Q3 fiscal 2008 was $6 million, orapproximately $0.01 per diluted share, compared with a net loss under GAAP of$56 million, or $0.10 per diluted share for the prior quarter. Now I will speak to the performance of some of our growthdrivers for this quarter. We are very pleased with our Q3 results in storage.Overall we have experienced strong demand for storage products across all customersand market segments, with revenue for hard disk drive related products growing16% from Q2. The majority of the growth is driven by the demand for 2.5-inchnotebook drives at some of our major customers. For our wireless LAN business, the third quarter was arecord quarter both in terms of revenue and of units shipped. Begin seasonallythe highest quarter of the year, Q3 saw revenue grow over 200% year over yearand over 50% sequentially quarter over quarter. We have maintained ourleadership position in the invented wireless space and products such ashandsets, portable media, imaging devices and gaming. For our 802.11n products, we have secured leading tier onedesign wins for our enterprise class wireless solutions, as well as forconsumer class gateways. In the printer business, we continued to be a leading SOCsupplier. For the quarter, we exceeded our revenue plan in this area andachieved record shipments of platform components for both laser and inkproducts, with over 20% quarter to quarter revenue growth. In the cellular and handheld business, momentum continued inthe third quarter as product shipments exceeded our plan, deliveringquarter-over-quarter growth of about 10%, driven by strong customer demand andgrowth in the application processor business. Let me talk a moment about our gross margins. You willrecall that on our Q2 conference call, we’d indicated that our Q3 non-GAAPgross margin percentage would be slightly higher than 48%. Our actual non-GAAPgross margin percentage was 48.3% versus 49.4% in the prior quarter. Consistent with the prior quarter and as described in our10-Q, our gross margin included the fair market value adjustment of inventorythat was supplied under the agreement with Intel. The gross margin impact ofthis fair market value adjustment in Q3 declined by approximately $17 millionquarter to quarter. This decline was greater than expected and offset anotherwise strong margin performance resulting from favorable product mix andcost improvements. The cost improvements are part of initiatives begun in Q3 toimprove our gross margin by managing our costs, controlling our ASPs, andimproving our operational efficiencies. We expect to see some impact in Q4 andeven greater impact in FY09. I will indicate the impact of these changes in ourguidance section. Our non-GAAP operating expenses for the quarter ended up slightlyhigher than expected, due mostly to legal expenses of approximately $9 millionrelated to the ongoing SEC inquiry and litigation regarding stock optionmatters. We expect that these expenses will decline as we resolve theseoutstanding actions. As you know, these matters are subject to ongoing litigationand we will not be able to discuss them any further today. Further, in order to control costs and operating expensesand meet our financial targets, today we announced the reduction in force thatwill reduce headcount by approximately 400 people, or 7% of our totalworkforce. We expect to take a one-time charge of up to $8 million in Q4related to severance and other expenses due to this force reduction. We expect the reduction in force will reduce operatingexpenses by approximately $10 million per quarter once implemented. Of course,it is difficult to announce changes to our workforce but we have done this withthe utmost care and respect for the hardworking and talented individualsinvolved. Our other income and expense of $6 million was consistentwith expectations and a breakdown of the components of other income and expensehas been posted on our website. Our Q3 cash and short-term investments increased from Q2 by$33 million from $496 million to $529 million, primarily due to increased stockoption exercises and operating income net of capital expenditures. Our Q3account receivable DSO was 46 days, an improvement from the last quarter due tothe greater-than-usual linearity in sales. Our inventory increased from the prior quarter by $86million, primarily due to the advance purchase of inventory under our Intelsupply agreement. Under our current forecast, we continue to believe thisinventory will be utilized under our normal operations. Excluding the Intelinventory, inventory turnover in fiscal three -- Q3 fiscal 2008 showed steadyimprovement. Before discussing our guidance for the fourth quarter, letme turn the call back over to Sehat to discuss our longer term growth drivers. Dr. Sehat Sutardja: Thank you, Mike. This really is an exciting time forMarvell. We are executing on all cylinders and we have real and achievablegoals. As we move forward, we are well-positioned to continue our upward salestrend in Q4 and growth drivers are in place to continue that growth in fiscalyear 2009. Let me give you an idea of some of the newer things we areworking on and the progress we are making. In the storage market, next year we will be in fullproduction for our iterative technology, which we announced in earlier calls.We have been sampling a standalone iterative base re-channel to our customersfor over 10 months now and this quarter, we sampled a hard disk drive SOCutilizing this iterative technology. To put this in perspective, using our previous generationre-channel SOC technology, which we introduced a year ago, today our customersare able to ship a one-terabyte drive in a three-platter configuration. Thethree-platter configuration is the most cost effective solution as opposed tocompetitive solutions that require four or even five platters to achieve thesame one-terabyte capacity. With out iterative SOC, our customers will be able todeliver a two-terabyte solution in the same three-platter configurations justone year from now. We consider this to be one of the most revolutionarytechnology breakthroughs in the storage industry. We believe these advances inthe storage area will enable strong growth for these products well beyondnon-traditional storage for PC products. As a result of our strong execution in the drive space andour ability to deliver industry-leading solutions to the market significantlyahead of our competitors, in the traditional segments of our customer base, wehave now captured all the new designs for product that will be going toproduction next year. We feel confident that we can maintain double-digit growthyear over year. We expect our shipments to continue the momentum of Q3 into Q4,due to the success that our customers are having. Now, moving to a new part of our storage business, in Q4 wewill start shipments of our serial attached SCSI host-bus controller oradapter. This business is a new area of focus for us and we are confident wecan succeed by introducing significant technology advancements into thismarket. Moving to optical storage, the optical storage market is oneof the biggest markets for us to tap into. As we have announced in the priorquarters, we have design wins for our optical SOC products. We continue to showprogress on the software side with our customers in preparation for volume rampin the next year. To complement our optical strategy, we have invested in thevideo processing area. Our technology in this area will enable the delivery ofhigh quality HDTV content into the mass market. One of the first products weannounced in this area is our video format converter with QDO technology. In the short time since we announced QDO, we have madesignificant progress in market acceptance. The visibility of QDO technology hasincreased dramatically over the last quarter as we have garnered endorsementsfrom leading industry experts. More recently, Meridian, the industry-leading videoequipment supplier, became the first adapter of the QDO branding. Furthermore,four of the top consumer electronic brands, LG, Panasonic, Pioneer, and Sharphave all demonstrated products that incorporate QDO technology. We have high hopes that in the future, this technology willbecome standard in all forms of video devices. I also want to take a minute to talk about an initiative werecently announced that I believe has enormous potential for Marvell. For those of you who have known us for a long time, you knowthat Marvell has a proven track record of using breakthrough innovations toenter mass markets. Our success in the storage industry is an excellent exampleof where we have done this in the past. In that vein, earlier this monthMarvell introduced a new digital technology for power supplies that savesenergy and helps reduce the issue of carbon footprint for today’s consumerelectronics. This truly is a technological and environmentalbreakthrough. We are pleased to say that after five years of development andresearch, Marvell is able to offer cost effective solutions to our customersthat will save up to 50% of power currently being used by consumer electronics. While existing solutions to conserve energy are currentlyavailable, these analog solutions have not been broadly implemented due to theadditional significant cost. At the same time, the analog solutions wereimpractical as they increased the size and weight of power supply adapters forportable applications, in many instances doubling the size of the adapter. Ourtechnology solves these problems. We believe the market opportunity for our digital powersupply products is huge. It’s simple to understand if you look at the number ofpower supplies utilized by virtually every consumer electronic device from PCs,LCD TVs, set-top boxes, cable DSL modems, printers, and more. There are almosta billion products manufactured every year that could use our technology. Marvell more than any other company is uniquely positionedto capitalize on this enormous market opportunity and we are actively engagingwith public and private stakeholders to raise awareness of this important issueand what we can do about it. We have long supported green technologies and itis our hope that Marvell's smart energy efficient technology will eventually beused across all types of consumer electronics. We are confident that the initiatives I just discussed willextend our technology and leadership and undoubtedly enhance our ability tocompete in the marketplace. Now Mike will discuss our fourth quarter guidance.

Looking to the fourth quarter, we expect our storage salesto improve over Q3 as a result of continuing customer demand and consumerelectronic seasonality. In addition to strong PC sales, this continuing demandis caused partially by the proliferation of hard drives into non-traditionalapplications, such as PVR security, DVD recorders, external storage forattachment, to all kinds of devices and other peripheral or non-computingapplications. Likewise, we expect continuing growth in our ethernetinfrastructure and connectivity business segments. After a seasonally high Q3,we expect our wireless business to be relatively flat. Based on these expectations, we currently believe that ourQ4 revenues will be approximately $780 million. We also expect our gross marginpercentage to improve 40 basis points over Q3, despite even less benefit fromthe fair market value adjustment with regard to Intel inventory. As a result of our gross margin improvement initiatives, weexpect to see gross margins of 50% by the second half of FY09. We expect ourpro forma operating expenses in Q4, a 14-week quarter, to remain approximatelyat Q3 levels when normalized for an extra week, excluding the charges relatedto the reduction in force and certain payroll tax expenses of up to $6 millionrelated to our recently launched tender offer. As indicated by the reduction in force we have announcedtoday, we remain focused on controlling our expenses and expect our expenses togrow at a rate below our rate of revenue growth for fiscal ’09. Shares used tocompute non-GAAP net income per diluted share are expected to increase toapproximately $640 million for Q4. With that, let me turn the call back over to Sehat. Dr. Sehat Sutardja: We will turn to Q&A in just a minute, but first let mebriefly discuss a few other items. We are, as you know, actively engaged in searches for apermanent CFO and a permanent General Counsel, and these searches are ongoing.When we are prepared to make an announcement on either of these positions, wewill do so. So as you have seen, we have achieved record revenues, takenserious action to improve our gross margins and control operating expenses, andour tax rate has declined. And with the growth opportunities I have outlined,we are well on our way to achieving our financial goal. Antoine, could you please poll for questions?

(Operator Instructions) Your first question comes from theline of Cody Acree with Stifel Nicolaus. Cody Acree - StifelNicolaus: Thank you and congrats on a good quarter. Can you talk alittle bit more in detail about when you expect to start seeing some benefitsfrom the reduction in force efforts? It sounds like $10 million per quarter butwhen do we start to bake that into the model?

We are going to see some benefits in Q4. We expect to see areduction in expenses of about $4 million in Q4, and then in Q1 we will see thefull effect of $10 million. Cody Acree - StifelNicolaus: Great. The gross margin impact, if you excluded the $17million write-down of the inventory, if that was the right number, could yougive us that net amount, what the gross margin would have looked like excludingthat?

I think the $17 million translates into almost 2.5%, almost2.5 margin points. Cody Acree - StifelNicolaus: So that would be -- that’s a clean number then, 2.5 pointshigher?

That is correct. Cody Acree - StifelNicolaus: Okay, great. And then lastly, we’ve seen shortages in someareas of hard disk drives throughout the quarter. Has that had any impact onyour order trends, on your customer base? Is that playing any into what youexpect out of next quarter’s outlook?

No, we don’t see shortages as being a problem. Maybe you’rereferring to the double ordering issue that has been raised and we don’t seeany of that in our markets. Our customers are we feel some of the mostefficient in the world at managing their inventories and the parts that webuild for them, especially in the storage area, are custom parts so there’s noneed for them to be double ordering. Cody Acree - StifelNicolaus: And then very lastly, we didn’t get an update specificallyon the progress of porting over to TSMC. Could you give us maybe a little helpthere as to when you’d expect to start to get the margin benefit of that?

We have ported products over. Where they are is basically inqualification with the customer and in the cell phone industry, it’s difficultbecause it’s not only the people we’re selling to but their carriers and sothis process is moving along and we expect to ship -- we hope to ship thisquarter some TSMC parts and then we expect a higher volume production in Q1. Cody Acree - StifelNicolaus: All right, perfect. Thanks, guys.

Your next question comes from the line of Seogju Lee withGoldman Sachs. Seogju Lee - GoldmanSachs: Thank you. Just to clarify on the OpEx and the tax rateguidance for next quarter, when you talked about the OpEx being flat in thirdquarter from an -- you said something about a normalized rate. Can you help methink about that? Is it $280 million or how should we think about that?

Sure. By a normalized rate, we are meaning taking a look atit as if it were a 13-week quarter instead of a 14-week quarter, so we arelooking at operating expenses of approximately $283 million on a normalizedbasis. Seogju Lee - GoldmanSachs: Okay, great. And then what is the expected tax rate for thefourth quarter?

The expected tax rate, we’re looking at somewhere about 10%. Seogju Lee - GoldmanSachs: So you get back to your old traditional model and all thepast items that you were expecting in this quarter are resolved?

You know, in terms of the way that the tax rates are nowcomputed under FIN-48, it’s something that we have to look at on a quarter byquarter basis. It depends on the income in the quarter, the expense in thequarter, reserves, and any particular events that occur that affect taxes forthe quarter. So this particular quarter looking forward we think is going to beabout 10% but that rate can vary from quarter to quarter. Seogju Lee - GoldmanSachs: Okay, great. And then just two last questions for me; youtalked about getting to gross margins of 50% as you get into the second half offiscal ’09. Can you talk about the drivers there? And then, just in terms of the OpEx as we look at the firstquarter, if I think you are having $10 million of savings, should we think thatwould be $10 million off the $280 million base, right?

Right. So first, let me handle the gross margin question;gross margins is something that have become a central focus of the company. Welook at it from an operating viewpoint, from a design viewpoint and we’ve madea very determined effort to approve gross margins by looking at operationalefficiencies, such as improving the way we do our testing, buying betterequipment, the way we do packaging. We’ve also looked at it from the point ofview of controlling our costs by working with our vendors and also by managingASPs by working with our customers. And we think that these initiatives arestarting to have an impact and each quarter it’s going to get a little bitbetter. And we think by the second half of the year, we will be at 50%. And in terms of the operating expenses, right now it’s alittle too early for me to give you an indication of whether we could just takethe number for Q4 and reduce it by $10 million to come up with the expenses ofQ1, so I think I’m not prepared to make any comment on that at this point. Seogju Lee - GoldmanSachs: Okay, great. Thank you and good luck.

Your next question comes from the line of Craig Ellis with Citigroup. Craig Ellis -Citigroup: Thanks. Guys, can you just clarify how you are looking atstaffing plans for fiscal ’09, given the reduction in force? Does that meanthat staffing adds are on hold for a period? How should we think about that? Dr. Sehat Sutardja: In general, [we have now] become sensitive in terms oflaunching new programs that are more of a long-term basis. In the past, we hadno choice to do that because the rapid acceleration, the consolidation of theindustry, so we have to invest in many different areas simultaneously. So we have invested significantly over the last say year ortwo years, and we felt that the things that we have on hand are sufficient forus to deal with, to drive our revenue growth in the next couple of years. So wedon’t -- I don’t personally feel that we need to increase our headcount on thegeneral basis. We may have to hire very specific areas that we -- likecritical mass, otherwise we will -- our goal is to control the rate of growthof the hiring. Craig Ellis -Citigroup: Okay, that’s helpful, Sehat. Michael, on the inventory side,the increase in the quarter was higher than I would have expected. Is there anyrisk of obsolescence, given the volume of or the amount of inventory that younow have on the balance sheet?

Most of that inventory, I’d say $50 million of that increasein inventory related to inventory, advance purchase of inventory under oursupply agreement with Intel. The rest of it was just normal inventory growth asa result of our large sales. With regard to the Intel inventory, based on our forecastand design wins that we have, we feel that we will be using that inventory forour normal operations. Craig Ellis -Citigroup: Okay, that’s helpful. Thanks, guys and congratulations onthe quarter and the gross margin progress.

Your next question comes from the line of Shawn Webster withJ.P. Morgan. Shawn Webster - J.P.Morgan: Thank you for taking my question and good results for thequarter. Can you talk to us a little bit about order linearity as we go intoQ4? You talked somewhat about storage being seasonal. Have you seen changes inyour order patterns as you’ve gone through the month of November? And I guessthe context is that with the general anxiety out in the marketplace aboutwhat’s happening in the demand environment, if you could give some color on howorders are tracking there. And then as a follow-up to that, what was your headcount forthe quarter? And as we go into Q1, do you expect your headcount to be down that700 heads from where we are today? Thanks. Dr. Sehat Sutardja: I just want to clarify; it was 400. Shawn Webster - J.P.Morgan: I’m sorry, 400, yes. Dr. Sehat Sutardja: Seven percent, approximately.

With regard to linearity, in Q3 we had extremely goodlinearity from the point of view that our shipments in the first two months ofthe quarter were much greater than general, and that as we go into Q4, ourbacklog in Q4 and as we ended Q3 is also very strong. So with regard to the headcount, your question is what isthe headcount at the end of -- as of this moment? Shawn Webster - J.P.Morgan: Yeah, at the end of October.

I don’t have that exact number. It will be about 400 lessthough. It’s between 5,500 and 6,000 but I don’t have the exact number rightnow. Shawn Webster - J.P.Morgan: Okay, and then after you have your headcount reduction planimplemented, is your intent to keep headcount flat from that point?

I think Sehat had addressed that. We’re going to -- that’sour intent, only to hire essential personnel for important projects, projectswhere we need critical mass but that we feel that the investing phase of ouractivity is passed. Shawn Webster - J.P.Morgan: Okay, and then final question; the pricing environment, canyou give us a sense of how pricing is relative to what you consider normal foryour storage and wireless LAN businesses? Dr. Sehat Sutardja: I think pricing is normal. We’ve been trying to -- incertain areas, we are trying to hold on pricing or at the very least, reducethe rate of pricing erosions in the last quarter. So in general, we are in thebusiness of semiconductors that eventually prices will go down, will continueto go down, and our job is to develop new products with better features orusing more advanced technology with high integrations to recapture the value ofthe products that we sell to our customers. But in the last quarter, it’s been on the positive side --basically help us improve the margin. Shawn Webster - J.P.Morgan: Okay. Thank you.

Your next question comes from the line of Romit Shah withLehman Brothers. RomitShah - Lehman Brothers:

Well, if you normalize it that way, I’m not sure that in ourindustry the amount of revenue we would receive in a quarter would reallycorrelate so strictly to how many weeks are in the quarter. But I think you areright if you took it at that -- if you did it in a mathematical way that way. Romit Shah - LehmanBrothers: Okay, thanks. And then you guys talked about reaching 50%gross margins in the second half of fiscal ’09. I guess baked into thatforecast, what percentage of [X scale] products are you assuming will beshipped from TSMC?

By Q3 -- let’s say by Q3 we should be -- and I’m just goingto give you a rough estimate -- we should be shipping somewhere over 30% fromTSMC. Romit Shah - LehmanBrothers: Okay. Dr. Sehat Sutardja: It will be a while before it reaches 100% because of theinventory of the Intel products, so it will reach 100% once the inventory getsdepleted.

Yes. We shouldn’t be buying anymore -- after Q2, weshouldn’t be buying anymore product, Intel product, and we would just bebasically burning down the inventory we have. Romit Shah - LehmanBrothers: Okay, so longer term, is the operating model target still 50%gross margins and 20%, 20%-plus operating margins?

I think longer term, we would like to improve upon a 50%gross margin. It’s probably a little too early to put that in stone or anythingbut that’s -- we want to see how things go, whether or not the improvementswe’re making, we can bake into that financial model and that our operatingprofit model is actually 24%. But that first we are going to try to achieve a20% and then maintain our expenses, improve our gross margins, and then withthe growth of our business, move into that 24% model and in addition, webelieve that our tax rate should be lower than we previously used for financialmodeling purposes, which was 10%. We think over the long-term, that will comedown to 8%. Romit Shah - LehmanBrothers: Okay. Thank you.

Your next question comes from the line of Uche Orji withUBS. Uche Orji - UBS: Thank you very much. Mike, when you were talking aboutbacklog, I think in response to Shawn’s questions, are you able to give us ametric just for us to understand what a strong backlog means? Can you tell uswhat backlog coverage of say your guidance is? If you can just give us thatmetric just for us to understand.

You know, I don’t have that number in front of me, but it’s-- Uche Orji - UBS: Would you think it’s higher than normal level of backlog youwould normally have at this point to [accommodate] sales you have forecasted?

I would say that it is high enough that it makes us very confidentin meeting our guidance number. Uche Orji - UBS: Okay. Just give us a metric. Normally, will you have 70%coverage, 80% coverage at this normally?

I don’t remember that. But my understanding is we -- okay,the confidence level is higher than historical. Uche Orji - UBS: Okay, that’s good enough. Let me just ask you about yourinventory, on the line inventory outside of what you build for Intel. Did yourinventory for your other products go up in the quarter? [inaudible] how much[inaudible] for Intel?

Yes, our overall inventory went up. I think our inventorieswent up about $85 million to $90 million and of that, $50 million was the Inteland the rest was the other products, which given the amount of increase insales, it really wasn’t unusual. And actually, our inventory turns for thenon-Intel related products have actually improved. Uche Orji - UBS: Okay, that’s good. Thank you. [I also have other] questions,please. Can I just ask you, on the hard drive, is there any margin differencebetween the SOCs you are selling to desktops versus into notebooks and[inaudible] -- is it the same product you sell or do the margins vary becauseof the various end markets? Dr. Sehat Sutardja: Roughly notebooks and desktop are about the same. They havesimilar margins. Uche Orji - UBS: And consumer? Dr. Sehat Sutardja: Yeah. The consumer -- the consumer drive -- our regularconsumer drives our consumer, other consumer products. Yeah, they are about thesame. Uche Orji - UBS: It’s all the same. Okay, and let me just ask you a differentquestion; if I look at your connectivity strategy in general, WiFi has beendoing very well. Can you give us an update as to where you are in Bluetooth?And also, if I look at GPS as part of what completes the entire connectivitystrategy, is that something you are looking at at all? And what would be yourpreferred strategy? Dr. Sehat Sutardja: We didn’t talk too much about it, the GPS. In the past wetalked about Bluetooth, yes. Bluetooth [we’ve continued] to be introducingproducts. We have previous products. We have WiFi plus Bluetooth, Bluetoothplus FM and all the different combinations. So we are being qualified atcustomers with respect to Bluetooth. With respect to -- you mentioned about GPS. This is an areathat we are also looking at and it’s too early to talk about the GPS at thispoint, and we have something to talk about and we’ll talk about it later. Uche Orji - UBS: Okay, that’s great. Thank you very much, Sehat.

Your next question comes from the line of Shaw Wu withAmerican Technology Research. Shaw Wu - AmericanTechnology Research: Sure, thanks. Just two questions; could you comment on any10% customers? And then second, just on your -- you commented about your SASbusiness where you are going to start ramping in Q4. Just to clarify, are thosestandalone controllers and rechannel? Or are they single chip SOCs? Thanks. Dr. Sehat Sutardja: I’ll take the SAS. The SAS that I mentioned earlier in thecall is the host bus adapter, or controller, or sometimes called the HDA. Thisis a controller that will sit on an errand card on a server motherboard. Thisis mainly targeted for high-end computing devices, computing equipment andhigh-end and server platforms. So this is a device that will eventually talk tothe flash drive.

With regard to your other question as to our 10% customers,we have two this -- in Q3, one Western Digital, the other Research in Motion. Shaw Wu - American TechnologyResearch: Okay, and Sehat, just to clarify on your SAS comments, sothese SAS controllers are on the host bus adapter side. Any comment on thedrive side and whether they will be discrete or SOCs? Dr. Sehat Sutardja: Yeah, so it depends on the customer. Some of our customers-- I guess the majority of the customers feel today discrete SOCS -- no,discrete controller plus discrete rechannels, the majority of our customers. In the future, this will be integrated so just like what hasbeen done in the desktop and mobile so the trend of integration is somethingthat will happen and it’s happening, so we will talk more about it later whensome of these products will go into production. Shaw Wu - AmericanTechnology Research: Okay, and just to follow-up on that, you commented aboutwinning new design wins at your existing hard drive customers. Is that for --is SAS part of that or is that more existing programs in desktop and mobile? Dr. Sehat Sutardja: Yeah, I think that’s -- we referred to -- when we referredto the existing markets where we have practically -- basically just win all thedesign wins for the products that are going to go into production next year, sothat refers to the desktop and mobile devices, as well as the enterprise side.So basically all the customers that we have. Shaw Wu - AmericanTechnology Research: Okay, thanks a lot.

Your next question comes from the line of David Wu withGlobal Crown Capital. David Wu - GlobalCrown Capital: Good afternoon. I just want to get some clarification; ofthe 400 people that are going to be, jobs are going to be eliminated, itsounded like it’s mostly U.S. and Israel and I was wondering whether this isparticular business functions or business areas that these headcounts are comingout of. And I also have a question about -- Mike, you talked aboutthe $17 million fair market valuation adjustments. How do you -- I guess, arethese things you look at it every quarter and adjust these inventory down? Whatmetrics do you use to do that? Could you give a little bit of an explanation onthat?

Okay, first with regard to your question as to the reductionin force, I would say most of the people are from the U.S. and there are somearound the world as well, that the -- it involves functions across the board,not any particular kind of function. And we will be announcing this to theemployees tomorrow. David Wu - GlobalCrown Capital: I see. When I look at the charges for those 400 people, it’sabout average $20,000 per head. I assume that that tells me we’re not talkingabout mostly engineers or sales engineers or FAEs, that kind of people.

Well, as I said, it’s across the board. It’s not oneparticular group. We looked at places where we had duplication andinefficiencies and wherever that was, we tried to improve it. And the amounts that you see there are the actual amountsthat we totaled up. Dr. Sehat Sutardja: [inaudible] does not translate -- I guess the short answerto that is not equal -- the charges is not equal to one-year salary. David Wu - GlobalCrown Capital: I understand, I understand but it’s a young company also. Iunderstand. I was just wondering whether it was concentrated in any particularbusiness units, like you actually -- I remember a few quarters ago when youbought the Intel business, you actually kept more people than you originallyanticipated and I was wondering whether those 400 people came out of thatbusiness unit or not.

Well, at this point we’d prefer not really to discuss thatany further. We could discuss that maybe at a future date. With regard to the fair market value adjustment, what thatrelates to is -- and this gets a little complicated, but when we acquired theIntel division, there was a supply agreement that’s part of that and that --the amounts that we had to pay for the wafers under the supply agreement, theyare valued for accounting purposes at fair market value. And when we processthese wafers through sales or they go into inventory, there’s an adjustmentfrom the actual price down to fair market value and only the fair market valuegoes into the cost of goods sold or into inventory. So this is done by a unitcalculation and it’s a very structured calculation. There’s no real discretionon our part as to how this works, and it’s audited very carefully by ouraccounting firm. David Wu - GlobalCrown Capital: So the unit, the price you pay to Intel is not -- isn’t thatbased on “fair market” price?

No, the price we pay to Intel that is the price that wasnegotiated under the supply agreement. David Wu - GlobalCrown Capital: I see.

Yeah, the fair market value is the price that was determinedby an appraisal firm as to what the actual fair market value was. David Wu - GlobalCrown Capital: I see. So those adjustments will continue until you stop --well, until you finish all your Intel inventory.

Actually, we -- after Q3, we have a very small amount ofadjustment left, so there will be a very small adjustment in Q4, maybe about $8million worth. Dr. Sehat Sutardja: I think there’s a confusion between the fair -- with thecontinued adjustment. Actually, what we are saying we have less adjustments inQ3 compared to Q2. David Wu - GlobalCrown Capital: I see. It’s coming down.

Yeah, that’s right. That’s correct. In -- the amount ofadjustment was $17 million less in Q3, so that -- and in Q4, there will only be$8 million of adjustment. David Wu - GlobalCrown Capital: In total?

Yes, so in spite of the adjustment basically going down,going away, that our margins for Q4 will be going up 40 basis points. David Wu - GlobalCrown Capital: Well, I assume that lower adjustment has something to dowith that.

Well, it’s the other way around, actually, because if wewere able to get more adjustment, we would have a higher margin. I think whatit shows really is the strength of our margins that basically without any of thisadjustment, which the adjustment positively affects our margin. Without any ofthis adjustment, or a very small amount of this adjustment, we are basicallyincreasing our margin by 40 basis points and after that, it virtually goesaway. And what we are saying is that on an ongoing basis as we look forward,despite having none of this adjustment and still having the Intel inventory atfull value going for our cost of goods sold, we never the less expect to hit a50% gross margin in the second half of the year. David Wu - GlobalCrown Capital: I see. Last one is on your revenue guidance of flat revenue,essentially, it sounded like storage is going to be up, gigabit ethernet isgoing to be up, and the only thing that may not be up is wireless LAN. Is thatright? Is that the 14 versus 13 weeks, which that extra week in your fiscalfourth quarter really doesn’t do you any good, because it’s got Christmas andNew Year’s in there? Dr. Sehat Sutardja: I think our quarter -- as you understand, our quarter is aboutone month off from the regular quarter, so our Q4 ends at the end of January.So it is actually overlapping with a lower, seasonally lower rate. I mean, aseasonally lower part of the quarter in additional businesses. David Wu - GlobalCrown Capital: I assume consumer electronics and WiFi, those kind of thingsprobably go down on a sequential basis for Q4.

Well, yeah, as we’re saying, that’s generally the casealthough our wireless LAN business, even though we had a very strong Q3 it isgoing to be relatively flat in Q4. David Wu - GlobalCrown Capital: Okay. Fantastic. Thank you very much.

This concludes the question-and-answer session. I would nowlike to turn the call back over to Dr. Sehat Sutardja for any closing remarks. Dr. Sehat Sutardja: We would like to once again express our thanks to all of ourinvestors and analysts on the call today. We are more focused than ever onexecuting against and achieving the goals set forth in our financial model.While some challenges will remain over the next year, it’s our intention tomanage our business efficiently and position Marvell for a great close tofiscal 2008 and an even better fiscal 2009. Thank you all.

Thank you for your participation in today’s conference. Thisconcludes the presentation. You may now disconnect and have a good day.