INPHI 8-K Completion of Acquisition or Disposition of Assets

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION

On August 4, 2016, Inphi Corporation (the “Company”) completed the sale of Inphi’s memory product business (the “Business”) to Rambus Inc. for $90 million in cash, $11.25 million of which will be placed into escrow for a period of twelve (12) months following the closing as security for Inphi’s indemnification obligations pursuant to the agreement.

The unaudited pro forma financial statements have been developed by applying pro forma adjustments to the Company’s historical Condensed Financial Statements prepared in accordance with accounting principles generally accepted in the United States of America and give effect to the divestiture of the Business. The unaudited pro forma Condensed Statements of Income for the years ended December 31, 2015, 2014 and 2013 assume that the divestiture of the Business occurred on January 1, 2013. The unaudited pro forma Condensed Balance Sheet as of June 30, 2016 assumes that the divestiture occurred on that date. The operating results of the Business were reflected as discontinued operations for the six months ended June 30, 2016, as reported in the Condensed Statements of Income in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016. Therefore, the Unaudited Pro Forma Condensed Consolidated Statements of Income for the six months ended June 30, 2016 has not been included in this report.

The unaudited pro forma financial statements are presented based on currently available information and are intended for illustrative purposes only and are not necessarily indicative of the financial position or results of operations that would have been realized if the divestiture had been completed on the dates indicated, nor are they indicative of future operating results or financial position. Beginning in the second quarter of 2016, the historical financial results of the Business for periods prior to the divestiture will be reflected in the Company' Consolidated Financial Statements as discontinued operations.

The unaudited pro forma condensed combined financial statements should be read in conjunction with (a) accompanying notes to the unaudited pro forma condensed financial statements, (b) the Company’s annual report on Form 10-K for the year ended December 31, 2015 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 and other filings with the Securities and Exchange Commission.

Inphi Corporation and Subsidiaries

Unaudited Pro Forma Condensed Balance Sheet

As of June 30, 2016

Thousands of dollars	Historical			Pro Forma Adjustments			Pro Forma
Assets
Current assets:
Cash and cash equivalents	$	146,914		$	90,000	(b)	$	236,914
Investments in marketable securities		180,900			—			180,900
Accounts receivable, net		39,035			—			39,035
Inventories		11,813			—			11,813
Income tax receivable		246			—			246
Prepaid expenses and other current assets		5,862			—			5,862
Current assets held for sale		10,468			(10,468	)(c)		—
Total current assets		395,238			79,532			474,770
Property and equipment, net		35,560			—			35,560
Goodwill		8,440			—			8,440
Identifiable intangible assets		59,933			—			59,933
Deferred tax charge		2,263			—			2,263
Other assets, net		14,280			—			14,280
Total assets	$	515,714		$	79,532		$	595,246
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	7,263		$	—		$	7,263
Deferred revenue		3,988			—			3,988
Accrued employee expenses		10,002			3,352	(d)		13,354
Other accrued expenses		4,408			—			4,408
Other current liabilities		986			2,591	(e)		3,577
Current liabilities held for sale		5,193			(5,193	)(c)		—
Total current liabilities		31,840			750			32,590
Convertible debt		176,728			—			176,728
Other long-term liabilities		2,937			—			2,937
Total liabilities		211,505			750			212,255
Stockholders’ equity:
Common stock		41			—			41
Additional paid-in capital		399,833			—			399,833
Accumulated deficit		(96,729	)		78,782	(f)		(17,947	)
Accumulated other comprehensive income		1,064			—			1,064
Total stockholders’ equity		304,209			78,782			382,991
Total liabilities and stockholders’ equity	$	515,714		$	79,532		$	595,246

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Inphi Corporation and Subsidiaries

Unaudited Pro Forma Condensed Statement of Income

For the Year Ended December 31, 2015

Thousands of dollars	Historical			Pro Forma Adjustments (a)		Pro Forma
Revenue	$	246,616		$	53,906	$	192,710
Cost of revenue		98,294			25,546		72,748
Gross profit		148,322			28,360		119,962
Operating expenses:
Research and development		106,444			17,333		89,111
Sales and marketing		26,563			5,427		21,136
General and administrative		20,322			—		20,322
Total operating expenses		153,329			22,760		130,569
Income (loss) from operations		(5,007	)		5,600		(10,607	)
Interest expense		(783	)		—		(783	)
Other income		221			—		221
Income (loss) before income taxes		(5,569	)		5,600		(11,169	)
Provision for income taxes		7,982			2,358		5,624
Net income (loss)	$	(13,551	)	$	3,242	$	(16,793	)
Earnings per share
Basic	$	(0.35	)			$	(0.44	)
Diluted	$	(0.35	)			$	(0.44	)
Weighted-average shares used in computing earnings per share
Basic		38,580,330					38,580,330
Diluted		38,580,330					38,580,330

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Inphi Corporation and Subsidiaries

Unaudited Pro Forma Condensed Statement of Income

For the Year Ended December 31, 2014

Thousands of dollars	Historical			Pro Forma Adjustments (a)		Pro Forma
Revenue	$	156,142		$	59,997	$	96,145
Cost of revenue		70,488			26,170		44,318
Gross profit		85,654			33,827		51,827
Operating expenses:
Research and development		70,863			13,404		57,459
Sales and marketing		20,003			5,159		14,844
General and administrative		16,153			—		16,153
Total operating expenses		107,019			18,563		88,456
Income (loss) from operations		(21,365	)		15,264		(36,629	)
Other income		495			—		495
Income (loss) before income taxes		(20,870	)		15,264		(36,134	)
Provision for income taxes		1,738			610		1,128
Net income (loss)	$	(22,608	)	$	14,654	$	(37,262	)
Earnings per share
Basic	$	(0.69	)			$	(1.14	)
Diluted	$	(0.69	)			$	(1.14	)
Weighted-average shares used in computing earnings per share
Basic		32,707,868					32,707,868
Diluted		32,707,868					32,707,868

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Inphi Corporation and Subsidiaries

Unaudited Pro Forma Condensed Statement of Income

For the Year Ended December 31, 2013

Thousands of dollars	Historical			Pro Forma Adjustments (a)		Pro Forma
Revenue	$	102,664		$	59,713	$	42,951
Cost of revenue		37,095			22,139		14,956
Gross profit		65,569			37,574		27,995
Operating expenses:
Research and development		50,516			10,893		39,623
Sales and marketing		15,741			4,749		10,992
General and administrative		11,614			—		11,614
Total operating expenses		77,871			15,642		62,229
Income (loss) from operations		(12,302	)		21,932		(34,234	)
Other income		876			—		876
Income (loss) before income taxes		(11,426	)		21,932		(33,358	)
Provision for income taxes		1,752			531		1,221
Net income (loss)	$	(13,178	)	$	21,401	$	(34,579	)
Earnings per share
Basic	$	(0.45	)			$	(1.17	)
Diluted	$	(0.45	)			$	(1.17	)
Weighted-average shares used in computing earnings per share
Basic		29,493,005					29,493,005
Diluted		29,493,005					29,493,005

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Inphi Corporation

Notes to the Unaudited Pro Forma Financial Statements

The unaudited pro forma financial statements give effect to the sale of the Inphi’s memory product business to be accounted for as discontinued operation. The unaudited pro forma condensed statements of income for the years ended December 31, 2015, 2014 and 2013 are presented as if the sale occurred as of January 1, 2013. The unaudited pro forma condensed balance sheet as of June 30, 2016 is presented as if the sale occurred on that date. The nonrecurring after-tax gain is reflected in the proforma balance sheet.

(a)	The pro forma adjustments columns in the unaudited pro forma condensed statements of income represent the historical financial results of the memory product business.
(b)	The pro forma adjustment represents estimated proceeds received from the sale of memory product business. The Company expects to use the proceeds for general corporate purposes.

(c) The pro forma adjustments represent the elimination of the assets and liabilities of the memory product business.

(d) The pro forma adjustment represents the estimated liability payable to employees transferred to Rambus Inc.

(e) The pro forma adjustment represents the estimated tax liability on the gain of the sale of the memory product business.

(f) The pro forma adjustment represents the estimated gain after-tax.

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