(MARK ONE)
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R
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended November 1, 2015
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Singapore
(State or Other Jurisdiction of Incorporation or Organization)
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98-0682363
(
I.R.S. Employer Identification No.)
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1 Yishun Avenue 7
Singapore 768923
(Address of Principal Executive Offices)
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N/A
(Zip Code)
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Title of Class
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Name of Each Exchange on Which Registered
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Ordinary Shares, no par value
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The NASDAQ Global Select Market
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Large accelerated filer
R
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
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ITEM 1.
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BUSINESS
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Segment
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Major Applications
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Major Product Families
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Wireless Communications
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• Smartphones
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• RF power amplifiers
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• RF filters
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• RF front end modules (FEMs)
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• Ambient light sensors
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• Proximity sensors
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• Base stations
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• Low noise amplifiers
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• Multimarket-wave mixers
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• Diodes
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Enterprise Storage
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• Hard disk drives (HDD)
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• Read channel based system-on-chip (SoCs)
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• Preamplifiers
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• Servers and storage systems
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• Serial attached SCSI (SAS) and redundant array of independent disks (RAID) controllers and adapters
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• Fibre Channel Host Bus Adapters (HBA)
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• Peripheral component interconnect (PCI) express (PCIe) switches
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• Solid state drives (SSD)
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• Custom flash controllers
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Wired Infrastructure
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• Data communications, storage area networking, servers, core routing and transport
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• Fiber optic transceivers
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• Data communications, storage area networking and servers
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• Serializer/deserializer (SerDes) ASICs
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• Data communications and telecommunications
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• Optical laser and receiver components
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Industrial & Other
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• Factory automation, in-car infotainment and renewable energy systems
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• Industrial fiber optics
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• Power isolation, power conversion and renewable energy systems
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• Optocouplers
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• Motor controls and factory automation
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• Motion control encoders and subsystems
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• Displays and lighting
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• LEDs
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FEMs that incorporate multiple die into multi-function RF devices;
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duplexers and multiplexers, which are a combination of two or more transmit and receive filters in a single device, using our proprietary FBAR technology;
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monolithic or discrete microwave integrated circuit, or IC, filters; and
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discrete transistors.
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ITEM 1A.
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RISK FACTORS
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we could be required to pay a termination fee of $1 billion to Broadcom under certain circumstances as described in the Broadcom Agreement;
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we would have incurred significant costs in connection with the acquisition that we would be unable to recover;
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we may be subject to legal proceedings related to failure to complete the Broadcom Transaction;
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the failure to consummate the Broadcom Transaction may result in negative publicity and a negative impression of us in the investment community; and
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any disruptions to our business resulting from the announcement and pendency of the Broadcom Transaction, including any adverse changes in our relationships with our customers, vendors and employees, may continue or intensify in the event the acquisition is not consummated.
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the pendency and outcome of the legal proceedings that have been or may be instituted against us, our directors and others relating the Broadcom Transaction;
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confusion regarding the exchange of our ordinary shares for ordinary shares of our successor, Holdco;
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the restrictions imposed on our business and operations pursuant to certain covenants set forth in the Broadcom Agreement, which may prevent us from pursuing certain opportunities without Broadcom's approval; and
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that we may forgo opportunities we might otherwise pursue absent the Broadcom Agreement.
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delay, defer or cease purchasing goods or services from or providing goods or services to us;
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delay or defer other decisions concerning us, or refuse to extend credit to us; or
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otherwise seek to change the terms on which they do business with us.
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demonstrating to customers of Avago and Broadcom that the Broadcom Transaction will not adversely affect our ability to address the needs of customers or result in the loss of attention or business focus;
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coordinating and integrating independent research and development and engineering teams across technologies and product platforms to enhance product development while reducing costs;
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consolidating and integrating corporate, information technology, finance and administrative infrastructures;
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managing effectively an expanded board and management structure;
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coordinating sales and marketing efforts to effectively position our capabilities and the direction of product development; and
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minimizing the diversion of management attention from important business objectives.
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our ability to successfully and timely integrate, and realize the benefits of, our recent acquisitions and any other significant acquisitions we may make, including our pending acquisition of Broadcom;
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the timing of launches by our customers of new products, such as mobile handsets, in which our products are included and changes in end-user demand for the products manufactured and sold by our customers;
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the timing of receipt, reduction or cancellation of significant orders by customers;
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fluctuations in the levels of component inventories held by our customers;
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customer concentration and the gain or loss of significant customers;
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utilization of our internal manufacturing facilities;
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fluctuations in manufacturing yields;
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the timing of acquisitions of, or making and exiting investments in, other entities, businesses or technologies;
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interest rate and currency fluctuations;
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changes in our product mix or customer mix and their effect on our gross margin;
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seasonality or cyclical fluctuations in our markets;
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our ability to develop, introduce and market new products and technologies on a timely basis;
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the timing and extent of our non-product revenue, such as product development revenues and royalty and other payments from IP sales and licensing arrangements;
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new product announcements and introductions by us or our competitors;
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timing and amount of research and development and related new product expenditures, and the timing of receipt of any research and development grant monies;
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significant warranty claims, including those not covered by our suppliers or our insurers;
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availability and cost of raw materials from our suppliers;
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IP disputes and associated litigation expense;
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loss of key personnel or the shortage of available skilled workers;
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the effects of competitive pricing pressures, including decreases in average selling prices of our products; and
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changes in our tax incentive arrangements or structure, which may adversely affect our net tax expense in any quarter in which such an event occurs.
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inability of our manufacturers to develop and maintain manufacturing methods appropriate for our products, manufacturers' unwillingness or inability to devote adequate capacity to produce our products, and unanticipated discontinuation of, or changes to, their relevant manufacturing processes;
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inaccurate capacity forecasting of our manufacturing needs;
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product and manufacturing costs that are higher than anticipated;
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reduced control over product reliability, quality, manufacturing yields and delivery schedules;
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difficulties in obtaining insurance to fully cover all business interruption risk in respect of our suppliers;
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more complicated supply chains; and
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time, expense and uncertainty in identifying and qualifying additional or replacement manufacturers and suppliers.
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cease the manufacture, use or sale of the infringing products, processes or technology and/or make changes to our processes or products;
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pay substantial damages for past, present and future use of the infringing technology;
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expend significant resources to develop non-infringing technology;
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license technology from the third-party claiming infringement, which license may not be available on commercially reasonable terms, or at all;
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enter into cross-licenses with our competitors, which could weaken our overall IP portfolio and our ability to compete in particular product categories;
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indemnify our customers or distributors;
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pay substantial damages to our direct or end customers to discontinue use or replace infringing technology with non-infringing technology; or
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relinquish IP rights associated with one or more of our patent claims, if such claims are held invalid or otherwise unenforceable.
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IP rights that we presently employ in our business will not lapse or be invalidated, circumvented, challenged, or, in the case of third-party IP rights licensed to us, be licensed to others;
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our IP rights will provide competitive advantages to us;
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rights previously granted by third parties to IP rights licensed or assigned to us, including portfolio cross-licenses, will not hamper our ability to assert our IP rights against potential competitors or hinder the settlement of currently pending or future disputes;
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any of our pending or future patent, trademark or copyright applications will be issued or have the coverage originally sought;
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our IP rights will be enforced in certain jurisdictions where competition may be intense or where legal protection may be weak; or
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we have sufficient IP rights to protect our products or our business.
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jurisdictional mix of our income and the resulting tax effects of differing tax rates in different countries;
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changes in the allocation of income and expenses, including adjustments related to changes in our corporate structure, acquisitions or tax law;
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tax effects of increases in non-deductible employee compensation;
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changes in transfer pricing regulations;
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changes in tax laws including, in the United States, changes to the taxation of earnings of non-U.S. subsidiaries, the deductibility of expenses attributable to non-U.S. income and non-U.S. tax credit rules;
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changes in accounting rules or principles and in the valuation of deferred tax assets and liabilities;
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outcomes of income tax audits; and
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expiration or lapses of tax credits or incentives.
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changes in political, regulatory, legal or economic conditions;
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restrictive governmental actions, such as restrictions on the transfer or repatriation of funds and foreign investments and trade protection measures, including export duties and quotas and customs duties and tariffs;
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disruptions of capital and trading markets;
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changes in import or export licensing requirements;
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transportation delays;
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civil disturbances or political instability;
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geopolitical turmoil, including terrorism, war or political or military coups;
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changes in labor standards;
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limitations on our ability under local laws to protect our IP;
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nationalization of businesses and expropriation of assets;
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changes in tax laws;
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currency fluctuations, which may result in our products becoming too expensive for foreign customers or foreign-sourced materials and services becoming more expensive for us; and
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difficulty in obtaining distribution and support.
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changes in environmental or health and safety laws or regulations;
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the manner in which environmental or health and safety laws or regulations will be enforced, administered or interpreted;
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our ability to enforce and collect under indemnity agreements and insurance policies relating to environmental liabilities; or
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the cost of compliance with future environmental or health and safety laws or regulations or the costs associated with any future environmental claims, including the cost of clean-up of currently unknown environmental conditions, particularly at sites that we may acquire from time to time.
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increasing our vulnerability to adverse general economic and industry conditions;
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requiring us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, research and development efforts, execution of our business strategy, acquisitions and other general corporate purposes;
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limiting our flexibility in planning for, or reacting to, changes in the economy and the semiconductor industry;
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placing us at a competitive disadvantage compared to our competitors with less indebtedness;
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exposing us to interest rate risk to the extent of our variable rate indebtedness; and
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making it more difficult to borrow additional funds in the future to fund growth, acquisitions, working capital, capital expenditures and other purposes.
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incur additional indebtedness and issue preferred or redeemable shares;
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incur or create liens;
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consolidate, merge or transfer all or substantially all of their assets;
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make investments, acquisitions, loans or advances or guarantee indebtedness;
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transfer or sell certain assets;
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engage in sale and lease back transactions;
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pay dividends or make other distributions on, redeem or repurchase shares or make other restricted payments;
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engage in transactions with affiliates; and
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prepay certain other indebtedness.
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actual or anticipated fluctuations in our financial condition and operating results;
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issuance of new or updated research or reports by securities analysts;
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fluctuations in the valuation and results of operations of our significant customers as well as companies perceived by investors to be comparable to us;
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announcements of proposed acquisitions by us or our competitors, including the announcement of our pending acquisition of Broadcom;
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announcements of, or expectations of additional debt or equity financing efforts;
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share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; and
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changes in our dividend or share repurchase policies.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 2.
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PROPERTIES
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(Square Feet)
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United States
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Other Countries
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Total
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Owned facilities
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1,834,965
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355,352
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2,190,317
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Leased facilities
1
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233,331
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661,990
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895,321
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Total facilities
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2,068,296
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1,017,342
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3,085,638
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_______________
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1
Leases expire on varying dates through May 2051 and generally include renewals at our option. Excludes square footage of land leased.
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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MINE SAFETY DISCLOSURES
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ITEM 5.
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MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER SALE AND PURCHASES OF EQUITY SECURITIES
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Market Prices
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High
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Low
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Fiscal Year ended November 2, 2014:
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First Quarter (ended February 2, 2014)
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$
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57.18
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$
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42.45
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Second Quarter (ended May 4, 2014)
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$
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65.83
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$
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52.96
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Third Quarter (ended August 3, 2014)
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$
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76.44
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$
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63.02
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Fourth Quarter (ended November 2, 2014)
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$
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90.88
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$
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68.75
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Fiscal Year ended November 1, 2015:
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First Quarter (ended February 1, 2015)
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$
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108.34
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$
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83.50
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Second Quarter (ended May 3, 2015)
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$
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136.28
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$
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99.16
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Third Quarter (ended August 2, 2015)
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$
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150.50
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$
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115.39
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Fourth Quarter (ended November 1, 2015)
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$
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134.95
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$
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100.00
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Fiscal Year 2015
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Fiscal Year 2014
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First Quarter
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$
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0.35
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$
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0.25
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Second Quarter
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$
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0.38
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$
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0.27
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Third Quarter
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$
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0.40
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$
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0.29
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Fourth Quarter
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$
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0.42
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$
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0.32
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10/31/2010
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10/30/2011
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10/28/2012
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11/3/2013
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11/2/2014
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11/1/2015
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Avago Technologies Limited
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$
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100
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$
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138
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$
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141
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$
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190
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$
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373
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$
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540
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S&P 500 Index
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100
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108
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125
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158
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186
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195
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PHLX Semiconductor Index
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100
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117
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120
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162
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205
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201
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ITEM 6.
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SELECTED FINANCIAL DATA
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Summary of Five Year Selected Financial Data
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Fiscal Year Ended
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||||||||||||||||||
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November 1,
2015 |
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November 2,
2014 |
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November 3,
2013 |
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October 28,
2012 |
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October 30,
2011 |
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Balance Sheet Data (at end of period):
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Cash and cash equivalents
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$
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1,822
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$
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1,604
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$
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985
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$
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1,084
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$
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829
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Total assets
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$
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10,592
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$
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10,491
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$
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3,415
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$
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2,862
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$
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2,446
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Debt and capital lease obligations
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$
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3,949
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$
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5,510
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$
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1
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$
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2
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$
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4
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Total shareholders’ equity
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$
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4,714
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$
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3,243
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$
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2,886
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$
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2,419
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$
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2,006
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Other Financial Data:
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Cash dividends declared and paid per share
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$
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1.55
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$
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1.13
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$
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0.80
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$
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0.56
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$
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0.35
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(1)
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On May 5, 2015, we acquired Emulex for total consideration of approximately
$587 million
. On
August 12, 2014
, we acquired PLX for total consideration of approximately
$308 million
. On
May 6, 2014
, we acquired LSI for total consideration of approximately
$6,518 million
. On
June 28, 2013
, we acquired CyOptics for total consideration of approximately $380 million. The results of operations of the acquired companies and estimated fair value of assets acquired and liabilities assumed were included in our financial statements from the respective acquisition dates. As a result of these acquisitions, there has been a significant change in our statement of operations data in fiscal years 2015 and 2014 as compared to prior years.
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(2)
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We incurred acquisition-related costs of $74 million, in each of fiscal years 2015 and 2014 and $14 million in fiscal year 2013, of which $71 million, $67 million and $11 million were presented as part of operating expenses in fiscal years 2015, 2014 and 2013, respectively, and the remainder was presented as part of cost of products sold. In addition, cost of products sold includes $30 million, $210 million and $9 million in fiscal years 2015, 2014 and 2013, respectively, of charges resulting from the step-up of inventory acquired from Emulex, LSI, PLX and CyOptics to fair value.
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(3)
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Fiscal year 2015 and 2014 restructuring charges primarily reflect actions taken to implement planned cost reduction and restructuring activities in connection with the acquisition and integration of Emulex, LSI and PLX.
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(4)
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Includes share-based compensation expense of
$232 million
,
$153 million
,
$77 million
,
$53 million
and $38 million for fiscal years 2015, 2014, 2013, 2012 and 2011, respectively. Share-based compensation expense for fiscal year 2015 includes the impact of equity awards assumed as part of the Emulex and LSI acquisitions. Share-based compensation expense for fiscal years 2014 and 2013 include the impact of a special, long-term compensation and retention equity award made to our President and Chief Executive Officer, and fiscal year 2014 also includes the impact of equity awards assumed as part of the LSI acquisition.
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(5)
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Interest expense for fiscal years 2015 and 2014 includes interest expense with respect to the Convertible Notes, which were converted in exchange for cash and ordinary shares during the third quarter of fiscal year 2015, the 2014 Credit Agreement, the 2014 Revolving Credit Facility entered into in the third quarter of fiscal year 2014 and related commitment fees and amortization expense of debt issuance costs. Interest expense for fiscal years 2013, 2012 and 2011 includes commitment fees and debt issuance cost amortization for previously outstanding debt securities.
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(6)
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Our provision for income taxes fluctuates based on the jurisdictional mix of income.
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(7)
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In October 2015, we sold our Network Visibility Product Business, or Endace, which we acquired through the acquisition of Emulex, for an immaterial amount, resulting in a loss on sale of
$28 million
. In September 2014, we sold LSI's Flash Business to Seagate for
$450 million
which resulted in a gain of
$18 million
. The operations of the Flash Business were classified as discontinued operations beginning with the May 6, 2014 LSI acquisition date. In November 2014, we sold the Axxia Business to Intel for $650 million and recognized a gain of $14 million on the sale in fiscal year 2015. The operations of the Axxia Business were classified as discontinued operations beginning in fiscal year 2014.
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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•
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general economic and market conditions in the semiconductor industry and in our target markets;
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•
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our ability to define specifications for, develop or acquire, complete, introduce and market, new products and technologies in a cost-effective and timely manner;
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•
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the timing, rescheduling or cancellation of expected customer orders and our ability to manage inventory;
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•
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the rate at which our present and future customers and end-users adopt our products and technologies in our target markets, and the rate at which our customers' products that include our technology are accepted in their markets; and
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•
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the qualification, availability and pricing of competing products and technologies and the resulting effects on sales and pricing of our products.
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|
Fiscal Year Ended
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||||||||||||
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November 1,
2015 |
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November 2,
2014 |
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November 1,
2015 |
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November 2,
2014 |
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(In millions)
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|
(As a percentage of net revenue)
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||||||||||
Statement of Operations Data:
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||
Net revenue
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$
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6,824
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|
|
$
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4,269
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|
|
100
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%
|
|
100
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%
|
Cost of products sold:
|
|
|
|
|
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||||||
Cost of products sold
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2,780
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|
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2,121
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41
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|
|
50
|
|
||
Amortization of intangible assets
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484
|
|
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249
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|
|
7
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|
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6
|
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||
Restructuring charges
|
7
|
|
|
22
|
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—
|
|
|
—
|
|
||
Total cost of products sold
|
3,271
|
|
|
2,392
|
|
|
48
|
|
|
56
|
|
||
Gross margin
|
3,553
|
|
|
1,877
|
|
|
52
|
|
|
44
|
|
||
Research and development
|
1,049
|
|
|
695
|
|
|
15
|
|
|
16
|
|
||
Selling, general and administrative
|
486
|
|
|
407
|
|
|
7
|
|
|
10
|
|
||
Amortization of intangible assets
|
249
|
|
|
197
|
|
|
4
|
|
|
5
|
|
||
Restructuring and asset impairment charges
|
137
|
|
|
140
|
|
|
2
|
|
|
3
|
|
||
Total operating expenses
|
1,921
|
|
|
1,439
|
|
|
28
|
|
|
34
|
|
||
Operating income
|
1,632
|
|
|
438
|
|
|
24
|
|
|
10
|
|
||
Interest expense
|
(191
|
)
|
|
(110
|
)
|
|
(3
|
)
|
|
(2
|
)
|
||
Other income, net
|
26
|
|
|
14
|
|
|
—
|
|
|
—
|
|
||
Income from continuing operations before income taxes
|
1,467
|
|
|
342
|
|
|
21
|
|
|
8
|
|
||
Provision for income taxes
|
76
|
|
|
33
|
|
|
1
|
|
|
1
|
|
||
Income from continuing operations
|
1,391
|
|
|
309
|
|
|
20
|
|
|
7
|
|
||
Loss from discontinued operations, net of income taxes
|
(27
|
)
|
|
(46
|
)
|
|
—
|
|
|
(1
|
)
|
||
Net income
|
$
|
1,364
|
|
|
$
|
263
|
|
|
20
|
%
|
|
6
|
%
|
|
Fiscal Year Ended
|
||||
% of Net Revenue
|
November 1, 2015
|
|
November 2, 2014
|
||
Wireless communications
|
37
|
%
|
|
40
|
%
|
Enterprise storage
|
32
|
|
|
20
|
|
Wired infrastructure
|
22
|
|
|
27
|
|
Industrial & other
|
9
|
|
|
13
|
|
Total net revenue
|
100
|
%
|
|
100
|
%
|
|
Fiscal Year Ended
|
|
|
||||||||
Net Revenue
|
November 1,
2015 |
|
November 2,
2014 |
|
Change
|
||||||
|
(In millions)
|
||||||||||
Wireless communications
|
$
|
2,536
|
|
|
$
|
1,689
|
|
|
$
|
847
|
|
Enterprise storage
|
2,180
|
|
|
867
|
|
|
1,313
|
|
|||
Wired infrastructure
|
1,479
|
|
|
1,151
|
|
|
328
|
|
|||
Industrial & other
|
629
|
|
|
562
|
|
|
67
|
|
|||
Total net revenue
|
$
|
6,824
|
|
|
$
|
4,269
|
|
|
$
|
2,555
|
|
|
Fiscal Year Ended
|
|
|
||||||||
Operating income
|
November 1,
2015 |
|
November 2,
2014 |
|
Change
|
||||||
|
(In millions)
|
||||||||||
Wireless communications
|
$
|
1,202
|
|
|
$
|
658
|
|
|
$
|
544
|
|
Enterprise storage
|
855
|
|
|
292
|
|
|
563
|
|
|||
Wired infrastructure
|
478
|
|
|
287
|
|
|
191
|
|
|||
Industrial & other
|
310
|
|
|
246
|
|
|
64
|
|
|||
Unallocated expenses
|
(1,213
|
)
|
|
(1,045
|
)
|
|
(168
|
)
|
|||
Total operating income
|
$
|
1,632
|
|
|
$
|
438
|
|
|
$
|
1,194
|
|
|
Fiscal Year Ended
|
||||||||||||
|
November 2, 2014
|
|
November 3, 2013
|
|
November 2, 2014
|
|
November 3, 2013
|
||||||
|
(In millions)
|
|
(As a percentage of net revenue)
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
||
Net revenue
|
$
|
4,269
|
|
|
$
|
2,520
|
|
|
100
|
%
|
|
100
|
%
|
Cost of products sold:
|
|
|
|
|
|
|
|
|
|
|
|
||
Cost of products sold
|
2,121
|
|
|
1,260
|
|
|
50
|
|
|
50
|
|
||
Amortization of intangible assets
|
249
|
|
|
61
|
|
|
6
|
|
|
2
|
|
||
Restructuring charges
|
22
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||
Total cost of products sold
|
2,392
|
|
|
1,322
|
|
|
56
|
|
|
52
|
|
||
Gross margin
|
1,877
|
|
|
1,198
|
|
|
44
|
|
|
48
|
|
||
Research and development
|
695
|
|
|
398
|
|
|
16
|
|
|
16
|
|
||
Selling, general and administrative
|
407
|
|
|
222
|
|
|
10
|
|
|
9
|
|
||
Amortization of intangible assets
|
197
|
|
|
24
|
|
|
5
|
|
|
1
|
|
||
Restructuring charges
|
140
|
|
|
2
|
|
|
3
|
|
|
—
|
|
||
Total operating expenses
|
1,439
|
|
|
646
|
|
|
34
|
|
|
26
|
|
||
Operating income
|
438
|
|
|
552
|
|
|
10
|
|
|
22
|
|
||
Interest expense
|
(110
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
||
Other income, net
|
14
|
|
|
18
|
|
|
—
|
|
|
1
|
|
||
Income before income taxes
|
342
|
|
|
568
|
|
|
8
|
|
|
23
|
|
||
Provision for income taxes
|
33
|
|
|
16
|
|
|
1
|
|
|
1
|
|
||
Income from continuing operations
|
309
|
|
|
552
|
|
|
7
|
|
|
22
|
|
||
Loss from discontinued operations (including a gain on disposal of $18 million), net of income taxes
|
(46
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||
Net income
|
$
|
263
|
|
|
$
|
552
|
|
|
6
|
%
|
|
22
|
%
|
|
Fiscal Year Ended
|
||||
% of Net Revenue
|
November 2,
2014 |
|
November 3,
2013 |
||
Wireless communications
|
40
|
%
|
|
48
|
%
|
Wired infrastructure
|
27
|
|
|
30
|
|
Enterprise storage
|
20
|
|
|
—
|
|
Industrial & other
|
13
|
|
|
22
|
|
Total net revenue
|
100
|
%
|
|
100
|
%
|
|
Fiscal Year Ended
|
|
|
||||||||
Net Revenue
|
November 2,
2014 |
|
November 3,
2013 |
|
Change
|
||||||
|
(In millions)
|
||||||||||
Wireless communications
|
$
|
1,689
|
|
|
$
|
1,219
|
|
|
$
|
470
|
|
Wired infrastructure
|
1,151
|
|
|
744
|
|
|
407
|
|
|||
Enterprise storage
|
867
|
|
|
—
|
|
|
867
|
|
|||
Industrial & other
|
562
|
|
|
557
|
|
|
5
|
|
|||
Total net revenue
|
$
|
4,269
|
|
|
$
|
2,520
|
|
|
$
|
1,749
|
|
|
Fiscal Year Ended
|
|
|
||||||||
Operating income
|
November 2,
2014 |
|
November 3,
2013 |
|
Change
|
||||||
|
(In millions)
|
||||||||||
Wireless communications
|
$
|
658
|
|
|
$
|
337
|
|
|
$
|
321
|
|
Wired infrastructure
|
287
|
|
|
160
|
|
|
127
|
|
|||
Enterprise storage
|
292
|
|
|
—
|
|
|
292
|
|
|||
Industrial & other
|
246
|
|
|
243
|
|
|
3
|
|
|||
Unallocated expenses
|
(1,045
|
)
|
|
(188
|
)
|
|
(857
|
)
|
|||
Total operating income
|
$
|
438
|
|
|
$
|
552
|
|
|
$
|
(114
|
)
|
|
Fiscal Year Ended
|
||||||||||
|
November 1, 2015
|
|
November 2, 2014
|
|
November 3, 2013
|
||||||
Net cash provided by operating activities
|
$
|
2,318
|
|
|
$
|
1,175
|
|
|
$
|
722
|
|
Net cash used in investing activities
|
(241
|
)
|
|
(5,885
|
)
|
|
(652
|
)
|
|||
Net cash provided by (used in) financing activities
|
(1,859
|
)
|
|
5,329
|
|
|
(169
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
218
|
|
|
$
|
619
|
|
|
$
|
(99
|
)
|
|
|
|
|
|
Fiscal Year
|
|
|
|
|
|
||||||||||
|
Total
|
|
2016
|
|
2017 to 2018
|
|
2019 to 2020
|
|
Thereafter
|
|
||||||||||
Debt principal, interest and fees
(1)
|
$
|
4,777
|
|
|
$
|
198
|
|
|
$
|
390
|
|
|
$
|
380
|
|
|
$
|
3,809
|
|
|
Purchase commitments
(2)
|
$
|
337
|
|
|
$
|
334
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other contractual commitments
(3)
|
$
|
142
|
|
|
$
|
52
|
|
|
$
|
75
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
Operating lease obligations
(4)
|
$
|
167
|
|
|
$
|
31
|
|
|
$
|
47
|
|
|
$
|
29
|
|
|
$
|
60
|
|
|
Pension plan contributions
(5)
|
$
|
32
|
|
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(1)
|
Represents principal, interest and commitment fees payable on borrowings and credit facilities under the 2014 Credit Agreement.
|
(2)
|
Represents unconditional purchase obligations which include agreements to purchase goods or services, primarily inventory, that are enforceable and legally binding on us and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable price provisions and the approximate timing of the transaction. Purchase obligations exclude agreements that are cancelable without penalty.
|
(3)
|
Represents amounts payable pursuant to agreements related to outsourced information technology, human resources, financial infrastructure outsourcing services and other service agreements.
|
(4)
|
Represents real property and equipment leased from third parties under non-cancelable operating leases.
|
(5)
|
Represents our planned minimum contributions to pension plans assumed by us in connection with the LSI acquisition. Although additional future contributions will be required, the amount and timing of these contributions will be affected by actuarial assumptions, the actual rate of return on plan assets, the level of market interest rates, legislative changes and the amount of voluntary contributions to the plans. The amount shown in the table represents our planned contributions to our pension plans within a year. Because any contributions for fiscal year 2017 and later will depend on the value of the plan assets in the future and thus are uncertain, we have not included any amounts for fiscal year 2017 and beyond in the above table. See Note 6 to our consolidated financial statements in Item 8.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Page
|
|
November 1,
2015 |
|
November 2,
2014 |
||||
|
(In millions, except share amounts)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
1,822
|
|
|
$
|
1,604
|
|
Trade accounts receivable, net
|
1,019
|
|
|
782
|
|
||
Inventory
|
524
|
|
|
519
|
|
||
Assets held-for-sale
|
22
|
|
|
628
|
|
||
Other current assets
|
388
|
|
|
302
|
|
||
Total current assets
|
3,775
|
|
|
3,835
|
|
||
Property, plant and equipment, net
|
1,460
|
|
|
1,158
|
|
||
Goodwill
|
1,674
|
|
|
1,596
|
|
||
Intangible assets, net
|
3,277
|
|
|
3,617
|
|
||
Other long-term assets
|
406
|
|
|
285
|
|
||
Total assets
|
$
|
10,592
|
|
|
$
|
10,491
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
617
|
|
|
$
|
515
|
|
Employee compensation and benefits
|
250
|
|
|
219
|
|
||
Other current liabilities
|
206
|
|
|
236
|
|
||
Current portion of long-term debt
|
46
|
|
|
46
|
|
||
Total current liabilities
|
1,119
|
|
|
1,016
|
|
||
Long-term liabilities:
|
|
|
|
|
|
||
Long-term debt
|
3,903
|
|
|
4,543
|
|
||
Convertible notes payable to related party - non-current
|
—
|
|
|
920
|
|
||
Pension and post-retirement benefit obligations
|
475
|
|
|
506
|
|
||
Other long-term liabilities
|
381
|
|
|
263
|
|
||
Total liabilities
|
5,878
|
|
|
7,248
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
|
|
||
Shareholders’ equity:
|
|
|
|
|
|
||
Ordinary shares, no par value; 276,259,120 shares and 254,330,630 shares issued and outstanding on November 1, 2015 and November 2, 2014, respectively
|
2,547
|
|
|
2,009
|
|
||
Retained earnings
|
2,240
|
|
|
1,284
|
|
||
Accumulated other comprehensive loss
|
(73
|
)
|
|
(50
|
)
|
||
Total shareholders’ equity
|
4,714
|
|
|
3,243
|
|
||
Total liabilities and shareholders’ equity
|
$
|
10,592
|
|
|
$
|
10,491
|
|
|
Fiscal Year Ended
|
||||||||||
|
November 1,
2015 |
|
November 2,
2014 |
|
November 3,
2013 |
||||||
|
(In millions, except per share data)
|
||||||||||
Net revenue
|
$
|
6,824
|
|
|
$
|
4,269
|
|
|
$
|
2,520
|
|
Cost of products sold:
|
|
|
|
|
|
|
|
|
|||
Cost of products sold
|
2,780
|
|
|
2,121
|
|
|
1,260
|
|
|||
Amortization of intangible assets
|
484
|
|
|
249
|
|
|
61
|
|
|||
Restructuring charges
|
7
|
|
|
22
|
|
|
1
|
|
|||
Total cost of products sold
|
3,271
|
|
|
2,392
|
|
|
1,322
|
|
|||
Gross margin
|
3,553
|
|
|
1,877
|
|
|
1,198
|
|
|||
Research and development
|
1,049
|
|
|
695
|
|
|
398
|
|
|||
Selling, general and administrative
|
486
|
|
|
407
|
|
|
222
|
|
|||
Amortization of intangible assets
|
249
|
|
|
197
|
|
|
24
|
|
|||
Restructuring and asset impairment charges
|
137
|
|
|
140
|
|
|
2
|
|
|||
Total operating expenses
|
1,921
|
|
|
1,439
|
|
|
646
|
|
|||
Operating income
|
1,632
|
|
|
438
|
|
|
552
|
|
|||
Interest expense
|
(191
|
)
|
|
(110
|
)
|
|
(2
|
)
|
|||
Other income, net
|
26
|
|
|
14
|
|
|
18
|
|
|||
Income from continuing operations before income taxes
|
1,467
|
|
|
342
|
|
|
568
|
|
|||
Provision for income taxes
|
76
|
|
|
33
|
|
|
16
|
|
|||
Income from continuing operations
|
1,391
|
|
|
309
|
|
|
552
|
|
|||
Loss from discontinued operations, net of income taxes
|
(27
|
)
|
|
(46
|
)
|
|
—
|
|
|||
Net income
|
$
|
1,364
|
|
|
$
|
263
|
|
|
$
|
552
|
|
|
|
|
|
|
|
|
|
|
|||
Basic income per share:
|
|
|
|
|
|
||||||
Income per share from continuing operations
|
$
|
5.27
|
|
|
$
|
1.23
|
|
|
$
|
2.23
|
|
Loss per share from discontinued operations, net of income taxes
|
$
|
(0.10
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
—
|
|
Net income per share
|
$
|
5.17
|
|
|
$
|
1.05
|
|
|
$
|
2.23
|
|
|
|
|
|
|
|
||||||
Diluted income per share:
|
|
|
|
|
|
||||||
Income per share from continuing operations
|
$
|
4.95
|
|
|
$
|
1.16
|
|
|
$
|
2.19
|
|
Loss per share from discontinued operations, net of income taxes
|
$
|
(0.10
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
—
|
|
Net income per share
|
$
|
4.85
|
|
|
$
|
0.99
|
|
|
$
|
2.19
|
|
|
|
|
|
|
|
||||||
Weighted-average shares:
|
|
|
|
|
|
|
|
|
|||
Basic
|
264
|
|
|
251
|
|
|
247
|
|
|||
Diluted
|
281
|
|
|
267
|
|
|
252
|
|
|||
|
|
|
|
|
|
||||||
Cash dividends declared and paid per share
|
$
|
1.55
|
|
|
$
|
1.13
|
|
|
$
|
0.80
|
|
|
Fiscal Year Ended
|
||||||||||
|
November 1,
2015 |
|
November 2,
2014 |
|
November 3,
2013 |
||||||
|
(In millions)
|
||||||||||
Net income
|
$
|
1,364
|
|
|
$
|
263
|
|
|
$
|
552
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
||||||
Unrealized (losses) gains on post-retirement plans and defined benefit pension plans and impact on plan amendment
|
(24
|
)
|
|
(41
|
)
|
|
8
|
|
|||
Reclassification to net income
|
1
|
|
|
(3
|
)
|
|
—
|
|
|||
Change in net unrealized loss on available-for-sale securities
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||
Other comprehensive (loss) income
|
(23
|
)
|
|
(44
|
)
|
|
5
|
|
|||
Comprehensive income
|
$
|
1,341
|
|
|
$
|
219
|
|
|
$
|
557
|
|
|
Fiscal Year Ended
|
||||||||||
|
November 1,
2015 |
|
November 2,
2014 |
|
November 3,
2013 |
||||||
|
(In millions)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
1,364
|
|
|
$
|
263
|
|
|
$
|
552
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
962
|
|
|
625
|
|
|
187
|
|
|||
Amortization of debt issuance costs and accretion of debt discount
|
22
|
|
|
14
|
|
|
1
|
|
|||
Share-based compensation
|
232
|
|
|
163
|
|
|
77
|
|
|||
Tax benefits from share-based compensation
|
130
|
|
|
42
|
|
|
25
|
|
|||
Excess tax benefits from share-based compensation
|
(125
|
)
|
|
(39
|
)
|
|
(17
|
)
|
|||
Non-cash portion of restructuring and asset impairment charges
|
77
|
|
|
9
|
|
|
—
|
|
|||
Loss (gain) on sale of businesses
|
14
|
|
|
(18
|
)
|
|
—
|
|
|||
Deferred taxes
|
(220
|
)
|
|
(92
|
)
|
|
(22
|
)
|
|||
Other
|
28
|
|
|
(1
|
)
|
|
(12
|
)
|
|||
Changes in assets and liabilities, net of acquisitions and disposals:
|
|
|
|
|
|
|
|
|
|||
Trade accounts receivable, net
|
(187
|
)
|
|
(70
|
)
|
|
(26
|
)
|
|||
Inventory
|
62
|
|
|
193
|
|
|
(55
|
)
|
|||
Accounts payable
|
29
|
|
|
13
|
|
|
22
|
|
|||
Employee compensation and benefits
|
8
|
|
|
20
|
|
|
32
|
|
|||
Other current assets and current liabilities
|
(118
|
)
|
|
219
|
|
|
(43
|
)
|
|||
Other long-term assets and long-term liabilities
|
40
|
|
|
(166
|
)
|
|
1
|
|
|||
Net cash provided by operating activities
|
2,318
|
|
|
1,175
|
|
|
722
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from sales of businesses
|
650
|
|
|
450
|
|
|
—
|
|
|||
Acquisitions of businesses, net of cash acquired
|
(394
|
)
|
|
(5,961
|
)
|
|
(414
|
)
|
|||
Purchases of property, plant and equipment
|
(593
|
)
|
|
(409
|
)
|
|
(236
|
)
|
|||
Proceeds from disposals of property, plant and equipment
|
110
|
|
|
—
|
|
|
—
|
|
|||
Purchases of investments
|
(14
|
)
|
|
—
|
|
|
(15
|
)
|
|||
Proceeds from sale of investments
|
—
|
|
|
35
|
|
|
13
|
|
|||
Net cash used in investing activities
|
(241
|
)
|
|
(5,885
|
)
|
|
(652
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Debt repayments
|
(1,639
|
)
|
|
(12
|
)
|
|
—
|
|
|||
Payment of assumed debt
|
(178
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from term loan borrowings
|
—
|
|
|
4,600
|
|
|
—
|
|
|||
Proceeds from issuance of convertible senior notes
|
—
|
|
|
1,000
|
|
|
—
|
|
|||
Debt issuance costs
|
—
|
|
|
(124
|
)
|
|
(2
|
)
|
|||
Dividend payments to shareholders
|
(408
|
)
|
|
(284
|
)
|
|
(198
|
)
|
|||
Issuance of ordinary shares
|
241
|
|
|
124
|
|
|
101
|
|
|||
Repurchase of ordinary shares
|
—
|
|
|
(12
|
)
|
|
(95
|
)
|
|||
Excess tax benefits from share-based compensation
|
125
|
|
|
39
|
|
|
17
|
|
|||
Other
|
—
|
|
|
(2
|
)
|
|
8
|
|
|||
Net cash (used in) provided by financing activities
|
(1,859
|
)
|
|
5,329
|
|
|
(169
|
)
|
|||
Net change in cash and cash equivalents
|
218
|
|
|
619
|
|
|
(99
|
)
|
|||
Cash and cash equivalents at the beginning of year
|
1,604
|
|
|
985
|
|
|
1,084
|
|
|||
Cash and cash equivalents at end of year
|
$
|
1,822
|
|
|
$
|
1,604
|
|
|
$
|
985
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|||
Cash paid for interest
|
$
|
172
|
|
|
$
|
78
|
|
|
$
|
1
|
|
Cash paid for income taxes, net of refunds
|
$
|
138
|
|
|
$
|
23
|
|
|
$
|
6
|
|
|
Ordinary Shares
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Shareholders’
Equity
|
|||||||||||
|
Shares
|
|
Amount
|
|
|
|
||||||||||||
|
(In millions, except share amounts)
|
|||||||||||||||||
Balance as of October 28, 2012
|
245,477,491
|
|
|
$
|
1,479
|
|
|
$
|
951
|
|
|
$
|
(11
|
)
|
|
$
|
2,419
|
|
Issuance of ordinary shares in connection with equity incentive plans
|
6,198,818
|
|
|
101
|
|
|
—
|
|
|
—
|
|
|
101
|
|
||||
Repurchase of ordinary shares
|
(2,576,131
|
)
|
|
(95
|
)
|
|
—
|
|
|
—
|
|
|
(95
|
)
|
||||
Share-based compensation
|
—
|
|
|
77
|
|
|
—
|
|
|
—
|
|
|
77
|
|
||||
Tax benefits from share-based compensation
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
25
|
|
||||
Cash dividends paid to shareholders
|
—
|
|
|
—
|
|
|
(198
|
)
|
|
—
|
|
|
(198
|
)
|
||||
Changes in accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|||||||||
Change in unrealized gain on available-for-sale investment
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
||||
Actuarial gains and prior service costs associated with post-retirement benefit and defined benefit pension plans, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
8
|
|
||||
Net income
|
—
|
|
|
—
|
|
|
552
|
|
|
—
|
|
|
552
|
|
||||
Balance as of November 3, 2013
|
249,100,178
|
|
|
1,587
|
|
|
1,305
|
|
|
(6
|
)
|
|
2,886
|
|
||||
Issuance of ordinary shares in connection with equity incentive plans
|
5,500,259
|
|
|
124
|
|
|
—
|
|
|
—
|
|
|
124
|
|
||||
Repurchase of ordinary shares
|
(269,807
|
)
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
||||
Share-based compensation
|
—
|
|
|
163
|
|
|
—
|
|
|
—
|
|
|
163
|
|
||||
Tax benefits from share-based compensation
|
—
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
42
|
|
||||
Cash dividends paid to shareholders
|
—
|
|
|
—
|
|
|
(284
|
)
|
|
—
|
|
|
(284
|
)
|
||||
Convertible debt conversion feature
|
—
|
|
|
85
|
|
|
—
|
|
|
—
|
|
|
85
|
|
||||
Fair value of partially vested equity awards assumed in connection with acquisition
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
20
|
|
||||
Changes in accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|||||||||
Actuarial losses and prior service costs associated with post-retirement benefit and defined benefit pension plans, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
(44
|
)
|
||||
Net income
|
—
|
|
|
—
|
|
|
263
|
|
|
—
|
|
|
263
|
|
||||
Balance as of November 2, 2014
|
254,330,630
|
|
|
2,009
|
|
|
1,284
|
|
|
(50
|
)
|
|
3,243
|
|
||||
Issuance of ordinary shares in connection with equity incentive plans
|
8,168,423
|
|
|
241
|
|
|
—
|
|
|
—
|
|
|
241
|
|
||||
Share-based compensation
|
—
|
|
|
237
|
|
|
—
|
|
|
—
|
|
|
237
|
|
||||
Tax benefits from share-based compensation
|
—
|
|
|
130
|
|
|
—
|
|
|
—
|
|
|
130
|
|
||||
Cash dividends paid to shareholders
|
—
|
|
|
—
|
|
|
(408
|
)
|
|
—
|
|
|
(408
|
)
|
||||
Issuance of ordinary shares upon conversion of Convertible Notes
|
13,760,067
|
|
|
(75
|
)
|
|
—
|
|
|
—
|
|
|
(75
|
)
|
||||
Fair value of partially vested equity awards assumed in connection with acquisition
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Changes in accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|||||||||
Actuarial losses and prior service costs associated with post-retirement benefit and defined benefit pension plans, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
(23
|
)
|
||||
Net income
|
—
|
|
|
—
|
|
|
1,364
|
|
|
—
|
|
|
1,364
|
|
||||
Balance as of November 1, 2015
|
276,259,120
|
|
|
$
|
2,547
|
|
|
$
|
2,240
|
|
|
$
|
(73
|
)
|
|
$
|
4,714
|
|
1.
|
Overview
|
2.
|
Summary of Significant Accounting Policies
|
Balance as of November 3, 2013 — included in other current liabilities
|
$
|
2
|
|
Liabilities assumed in acquisitions
|
11
|
|
|
Warranty release to cost of products sold
|
(4
|
)
|
|
Utilized
|
(1
|
)
|
|
Balance as of November 2, 2014 — included in other current liabilities
|
8
|
|
|
Liabilities assumed in acquisitions
|
3
|
|
|
Warranty provision in cost of products sold
|
6
|
|
|
Utilized
|
(1
|
)
|
|
Balance as of November 1, 2015 — included in other current liabilities
|
$
|
16
|
|
|
Fiscal Year
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net income (Numerator):
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations
|
$
|
1,391
|
|
|
$
|
309
|
|
|
$
|
552
|
|
Loss from discontinued operations, net of income taxes
|
(27
|
)
|
|
(46
|
)
|
|
—
|
|
|||
Net income
|
$
|
1,364
|
|
|
$
|
263
|
|
|
$
|
552
|
|
|
|
|
|
|
|
||||||
Shares (Denominator):
|
|
|
|
|
|
||||||
Basic weighted-average ordinary shares outstanding
|
264
|
|
|
251
|
|
|
247
|
|
|||
Add incremental shares for:
|
|
|
|
|
|
||||||
Dilutive effect of share options, RSUs and ESPP rights
|
9
|
|
|
8
|
|
|
5
|
|
|||
Dilutive effect of Convertible Notes
|
8
|
|
|
8
|
|
|
—
|
|
|||
Shares used in diluted computation
|
281
|
|
|
267
|
|
|
252
|
|
|||
|
|
|
|
|
|
|
|
||||
Basic income per share:
|
|
|
|
|
|
|
|
||||
Income per share from continuing operations
|
$
|
5.27
|
|
|
$
|
1.23
|
|
|
$
|
2.23
|
|
Loss per share from discontinued operations, net of income taxes
|
(0.10
|
)
|
|
(0.18
|
)
|
|
—
|
|
|||
Net income per share
|
$
|
5.17
|
|
|
$
|
1.05
|
|
|
$
|
2.23
|
|
|
|
|
|
|
|
||||||
Diluted income per share:
|
|
|
|
|
|
||||||
Income per share from continuing operations
|
$
|
4.95
|
|
|
$
|
1.16
|
|
|
$
|
2.19
|
|
Loss per share from discontinued operations, net of income taxes
|
(0.10
|
)
|
|
(0.17
|
)
|
|
—
|
|
|||
Net income per share
|
$
|
4.85
|
|
|
$
|
0.99
|
|
|
$
|
2.19
|
|
3.
|
Acquisitions and Investments
|
Cash paid to Emulex stockholders
|
$
|
582
|
|
Fair value of partially vested assumed equity awards
|
5
|
|
|
Total purchase price
|
587
|
|
|
Less: cash acquired
|
188
|
|
|
Total purchase price, net of cash acquired
|
$
|
399
|
|
Trade accounts receivable
|
$
|
50
|
|
Inventory
|
61
|
|
|
Assets held-for-sale
|
83
|
|
|
Other current assets
|
7
|
|
|
Property, plant and equipment
|
28
|
|
|
Goodwill
|
83
|
|
|
Intangible assets
|
388
|
|
|
Other long-term assets
|
14
|
|
|
Accounts payable
|
(36
|
)
|
|
Employee compensation and benefits
|
(20
|
)
|
|
Other current liabilities
|
(15
|
)
|
|
Long-term debt
|
(178
|
)
|
|
Other long-term liabilities
|
(66
|
)
|
|
Fair value of net assets acquired
|
$
|
399
|
|
|
Fair Value (in millions)
|
|
Estimated Useful Lives (in years)
|
||
Developed technology
|
$
|
227
|
|
|
4
|
Customer relationships
|
131
|
|
|
9
|
|
Trade names
|
10
|
|
|
5
|
|
Customer order backlog
|
5
|
|
|
<1
|
|
Total identified finite-lived intangible assets
|
373
|
|
|
|
|
In-process research and development
|
15
|
|
|
|
|
Total identified intangible assets
|
$
|
388
|
|
|
|
Description
|
|
IPR&D
|
|
Discount Rate
|
|
Percentage of Completion
|
|
Estimated Cost to Complete
|
|
Expected Release Date (by fiscal year)
|
||||||
Fibre Channel product
|
|
$
|
7
|
|
|
24
|
%
|
|
33
|
%
|
|
$
|
26
|
|
|
2016
|
Ethernet product
|
|
$
|
8
|
|
|
26
|
%
|
|
48
|
%
|
|
$
|
7
|
|
|
2015
|
|
Fiscal Year
|
||||||
|
2015
|
|
2014
|
||||
Pro forma net revenue
|
$
|
7,018
|
|
|
$
|
4,676
|
|
Pro forma income from continuing operations
|
$
|
1,413
|
|
|
$
|
143
|
|
Pro forma income per share from continuing operations - basic
|
$
|
5.35
|
|
|
$
|
0.57
|
|
Pro forma income per share from continuing operations - diluted
|
$
|
5.03
|
|
|
$
|
0.54
|
|
Cash paid to LSI stockholders
|
$
|
6,344
|
|
Cash paid for options and restricted stock units
|
154
|
|
|
Fair value of partially vested assumed equity awards
|
20
|
|
|
Total purchase price
|
6,518
|
|
|
Less: cash acquired
|
854
|
|
|
Total purchase price, net of cash acquired
|
$
|
5,664
|
|
|
Fair Value
|
||
Trade accounts receivable
|
$
|
282
|
|
Inventory
|
372
|
|
|
Assets held-for-sale
|
450
|
|
|
Other current assets
|
174
|
|
|
Property, plant and equipment
|
260
|
|
|
Goodwill
|
1,220
|
|
|
Intangible assets
|
3,865
|
|
|
Other long-term assets
|
178
|
|
|
Total assets acquired
|
6,801
|
|
|
Accounts payable
|
(207
|
)
|
|
Employee compensation and benefits
|
(91
|
)
|
|
Other current liabilities
|
(156
|
)
|
|
Pension and post-retirement benefit obligations
|
(446
|
)
|
|
Other long-term liabilities
|
(237
|
)
|
|
Total liabilities assumed
|
(1,137
|
)
|
|
Fair value of net assets acquired
|
$
|
5,664
|
|
|
Fair Value (in millions)
|
|
Estimated Useful Lives (in years)
|
||
Developed technology
|
$
|
1,961
|
|
|
10
|
Customer relationships
|
1,415
|
|
|
8
|
|
Trade names
|
178
|
|
|
8
|
|
Customer order backlog
|
106
|
|
|
1
|
|
Patents
|
11
|
|
|
8
|
|
In-place lease
|
2
|
|
|
3
|
|
Total identified finite-lived intangible assets
|
3,673
|
|
|
|
|
In-process research and development
|
192
|
|
|
|
|
Total identified intangible assets
|
$
|
3,865
|
|
|
|
Description
|
|
IPR&D
|
|
Percentage of Completion
|
|
Estimated Cost to Complete
|
|
Expected Release Date (by fiscal year)
|
|||||
SAS controllers for enterprise storage systems
|
|
$
|
97
|
|
|
17
|
%
|
|
$
|
251
|
|
(a)
|
2016
|
High speed mix signal transceivers for enterprise and client HDD storage systems - Gen2 and Gen3
|
|
$
|
18
|
|
|
63% and 25%
|
|
|
$
|
34
|
|
|
2015 and 2017
|
|
Fiscal Year
|
||||||
|
2014
|
|
2013
|
||||
Pro forma net revenue
|
$
|
5,277
|
|
|
$
|
4,556
|
|
Pro forma income (loss) from continuing operations
|
$
|
533
|
|
|
$
|
(359
|
)
|
Pro forma income (loss) per share from continuing operations - basic
|
$
|
2.12
|
|
|
$
|
(1.45
|
)
|
Pro forma income (loss) per share from continuing operations - diluted
|
$
|
1.95
|
|
|
$
|
(1.45
|
)
|
Cash paid to PLX stockholders
|
$
|
299
|
|
Cash paid for options and restricted stock units
|
9
|
|
|
Total purchase price
|
308
|
|
|
Less: cash acquired
|
11
|
|
|
Total purchase price, net of cash acquired
|
$
|
297
|
|
|
Fair Value
|
||
Trade accounts receivable
|
$
|
12
|
|
Inventory
|
25
|
|
|
Assets held-for-sale
(1)
|
26
|
|
|
Other current assets
|
4
|
|
|
Property, plant and equipment
|
7
|
|
|
Goodwill
|
75
|
|
|
Intangible assets
|
191
|
|
|
Accounts payable
|
(5
|
)
|
|
Employee compensation and benefits
|
(4
|
)
|
|
Other current liabilities
|
(6
|
)
|
|
Other long-term liabilities
|
(28
|
)
|
|
Fair value of net assets acquired
|
$
|
297
|
|
|
Fair Value (in millions)
|
|
Estimated Useful Lives (in years)
|
||
Developed technology
|
$
|
118
|
|
|
7
|
Customer relationships
|
39
|
|
|
10
|
|
Trade names
|
5
|
|
|
5
|
|
Total identified finite-lived intangible assets
|
162
|
|
|
|
|
In-process research and development
|
29
|
|
|
|
|
Total identified intangible assets
|
$
|
191
|
|
|
|
Project Name
|
|
IPR&D
|
|
Discount Rate
|
|
Percentage of Completion
|
|
Estimated Cost to Complete
|
|
Expected Release Date (by fiscal year)
|
||||||
PCI ExpressFabric platform for PCIe solid state drives and extension of PCIe use
|
|
$
|
29
|
|
|
21.3
|
%
|
|
70
|
%
|
|
$
|
5
|
|
|
2015
|
|
Fiscal Year
|
||||||
|
2014
|
|
2013
|
||||
Pro forma net revenue
|
$
|
4,353
|
|
|
$
|
2,624
|
|
Pro forma income from continuing operations
|
$
|
302
|
|
|
$
|
525
|
|
Pro forma income per share from continuing operations - basic
|
$
|
1.20
|
|
|
$
|
2.12
|
|
Pro forma income per share from continuing operations - diluted
|
$
|
1.13
|
|
|
$
|
2.08
|
|
|
Fair Value
|
||
Trade accounts receivable
|
$
|
51
|
|
Inventory
|
35
|
|
|
Other current assets
|
2
|
|
|
Property, plant and equipment
|
44
|
|
|
Goodwill
|
190
|
|
|
Intangible assets
|
141
|
|
|
Total assets acquired
|
463
|
|
|
Accounts payable
|
(25
|
)
|
|
Employee compensation and benefits
|
(5
|
)
|
|
Other current liabilities
|
(2
|
)
|
|
Long-term deferred tax liabilities (included in other long-term liabilities)
|
(54
|
)
|
|
Total liabilities assumed
|
(86
|
)
|
|
Fair value of net assets acquired
|
$
|
377
|
|
|
Fair Value (in millions)
|
|
Estimated Useful Lives (in years)
|
||
Purchased technology - base product
|
$
|
98
|
|
|
8
|
Purchased technology - packaging
|
3
|
|
|
5
|
|
Customer relationships
|
32
|
|
|
7
|
|
Customer backlog
|
4
|
|
|
1
|
|
Total identified finite-lived intangible assets
|
137
|
|
|
|
|
In-process research and development
|
4
|
|
|
|
|
Total identified intangible assets
|
$
|
141
|
|
|
|
|
Fiscal Year
|
||
|
2013
|
||
Pro forma net revenue
|
$
|
2,663
|
|
Pro forma net income
|
$
|
547
|
|
Pro forma net income per share-basic
|
$
|
2.21
|
|
Pro forma net income per share-diluted
|
$
|
2.17
|
|
4.
|
Supplemental Financial Information
|
|
November 1, 2015
|
|
November 2, 2014
|
||||
Finished goods
|
$
|
177
|
|
|
$
|
185
|
|
Work-in-process
|
271
|
|
|
250
|
|
||
Raw materials
|
76
|
|
|
84
|
|
||
Total inventory
|
$
|
524
|
|
|
$
|
519
|
|
|
November 1, 2015
|
||
Fiber optics subsystems assets
|
$
|
18
|
|
Real property
|
4
|
|
|
Total assets held-for-sale
|
$
|
22
|
|
|
November 2, 2014
|
||
Axxia Business:
|
|
||
Inventory
|
$
|
14
|
|
Property, plant and equipment, net
|
22
|
|
|
Goodwill
|
91
|
|
|
Intangible assets, net
|
475
|
|
|
Total Axxia Business
|
602
|
|
|
Real property
|
26
|
|
|
Total assets held-for-sale
|
$
|
628
|
|
|
November 1, 2015
|
|
November 2, 2014
|
||||
Land
|
$
|
37
|
|
|
$
|
37
|
|
Construction in progress
|
153
|
|
|
198
|
|
||
Buildings and leasehold improvements
|
419
|
|
|
300
|
|
||
Machinery and equipment
|
1,627
|
|
|
1,316
|
|
||
Total property, plant and equipment
|
2,236
|
|
|
1,851
|
|
||
Accumulated depreciation and amortization
|
(776
|
)
|
|
(693
|
)
|
||
Total property, plant and equipment, net
|
$
|
1,460
|
|
|
$
|
1,158
|
|
|
November 1, 2015
|
|
November 2, 2014
|
||||
Taxes payable
|
$
|
79
|
|
|
$
|
57
|
|
Other
|
127
|
|
|
179
|
|
||
Total other current liabilities
|
$
|
206
|
|
|
$
|
236
|
|
|
November 1, 2015
|
|
November 2, 2014
|
||||
Income tax liabilities
|
$
|
326
|
|
|
$
|
220
|
|
Other
|
55
|
|
|
43
|
|
||
Total other long-term liabilities
|
$
|
381
|
|
|
$
|
263
|
|
|
November 1, 2015
|
|
November 2, 2014
|
||||
Balance — beginning of period
|
$
|
(50
|
)
|
|
$
|
(6
|
)
|
Changes in accumulated other comprehensive loss:
|
|
|
|
||||
Other comprehensive loss before reclassifications
|
(37
|
)
|
|
(61
|
)
|
||
Amounts reclassified out of accumulated other comprehensive loss
|
1
|
|
|
(3
|
)
|
||
Tax effects
|
13
|
|
|
20
|
|
||
Other comprehensive loss
|
(23
|
)
|
|
(44
|
)
|
||
Balance — end of period
|
$
|
(73
|
)
|
|
$
|
(50
|
)
|
|
Fiscal Year
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Other income
|
$
|
38
|
|
|
$
|
18
|
|
|
$
|
15
|
|
Interest income
|
8
|
|
|
6
|
|
|
4
|
|
|||
Other expense
|
(20
|
)
|
|
(10
|
)
|
|
(1
|
)
|
|||
Other income, net
|
$
|
26
|
|
|
$
|
14
|
|
|
$
|
18
|
|
5.
|
Goodwill and Intangible Assets
|
|
Wireless Communications
|
|
Wired Infrastructure
|
|
Enterprise Storage
|
|
Industrial & Other
|
|
Total
|
||||||||||
Balance as of November 3, 2013
|
$
|
261
|
|
|
$
|
74
|
|
|
$
|
—
|
|
|
$
|
56
|
|
|
$
|
391
|
|
LSI acquisition
|
—
|
|
|
308
|
|
|
832
|
|
|
80
|
|
|
1,220
|
|
|||||
PLX acquisition
|
—
|
|
|
—
|
|
|
75
|
|
|
—
|
|
|
75
|
|
|||||
Other acquisition
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Reclassification of goodwill related to Axxia assets held-for-sale
|
—
|
|
|
(91
|
)
|
|
—
|
|
|
—
|
|
|
(91
|
)
|
|||||
Balance as of November 2, 2014
|
261
|
|
|
292
|
|
|
907
|
|
|
136
|
|
|
1,596
|
|
|||||
Emulex acquisition
|
—
|
|
|
—
|
|
|
83
|
|
|
—
|
|
|
83
|
|
|||||
Reclassification of goodwill related to certain fiber optics subsystems assets held-for-sale
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Balance as of November 1, 2015
|
$
|
261
|
|
|
$
|
287
|
|
|
$
|
990
|
|
|
$
|
136
|
|
|
$
|
1,674
|
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book Value
|
||||||
As of November 1, 2015
|
|
|
|
|
|
|
|
|
|||
Purchased technology
|
$
|
2,918
|
|
|
$
|
(1,165
|
)
|
|
$
|
1,753
|
|
Customer and distributor relationships
|
1,702
|
|
|
(459
|
)
|
|
1,243
|
|
|||
Other
|
298
|
|
|
(142
|
)
|
|
156
|
|
|||
Intangible assets subject to amortization
|
4,918
|
|
|
(1,766
|
)
|
|
3,152
|
|
|||
In-process research and development
|
125
|
|
|
—
|
|
|
125
|
|
|||
Total
|
$
|
5,043
|
|
|
$
|
(1,766
|
)
|
|
$
|
3,277
|
|
|
|
|
|
|
|
||||||
As of November 2, 2014
|
|
|
|
|
|
|
|
|
|||
Purchased technology
|
$
|
2,651
|
|
|
$
|
(682
|
)
|
|
$
|
1,969
|
|
Customer and distributor relationships
|
1,570
|
|
|
(264
|
)
|
|
1,306
|
|
|||
Other
|
275
|
|
|
(87
|
)
|
|
188
|
|
|||
Intangible assets subject to amortization
|
4,496
|
|
|
(1,033
|
)
|
|
3,463
|
|
|||
In-process research and development
|
154
|
|
|
—
|
|
|
154
|
|
|||
Total
|
$
|
4,650
|
|
|
$
|
(1,033
|
)
|
|
$
|
3,617
|
|
Fiscal Year
|
|
||
2016
|
$
|
716
|
|
2017
|
630
|
|
|
2018
|
499
|
|
|
2019
|
421
|
|
|
2020
|
344
|
|
|
Thereafter
|
542
|
|
|
|
$
|
3,152
|
|
|
November 1, 2015
|
|
November 2, 2014
|
Amortizable intangible assets:
|
|
|
|
Purchased technology
|
7
|
|
8
|
Customer and distributor relationships
|
7
|
|
7
|
Other
|
6
|
|
6
|
6.
|
Retirement Plans and Post-Retirement Benefits
|
|
Pension Benefits
|
|
Post-Retirement Benefits
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
Net periodic benefit (income) cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
61
|
|
|
32
|
|
|
2
|
|
|
3
|
|
|
2
|
|
|
1
|
|
||||||
Expected return on plan assets
|
(77
|
)
|
|
(36
|
)
|
|
—
|
|
|
(5
|
)
|
|
(2
|
)
|
|
—
|
|
||||||
Net actuarial loss (gain) and prior service cost
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||||
Curtailments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||||
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
||||||
Net periodic benefit (income)
cost
|
$
|
(12
|
)
|
|
$
|
(1
|
)
|
|
$
|
5
|
|
|
$
|
(2
|
)
|
|
$
|
(4
|
)
|
|
$
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial loss (gain)
|
$
|
36
|
|
|
$
|
59
|
|
|
$
|
4
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
(11
|
)
|
|
Pension Benefits
|
|
Post-Retirement Benefits
|
||||||||||||
|
November 1,
2015 |
|
November 2,
2014 |
|
November 1,
2015 |
|
November 2,
2014 |
||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets — beginning of period
|
$
|
1,128
|
|
|
$
|
13
|
|
|
$
|
78
|
|
|
$
|
—
|
|
Actual return on plan assets
|
6
|
|
|
36
|
|
|
1
|
|
|
1
|
|
||||
Employer contributions
|
54
|
|
|
47
|
|
|
—
|
|
|
6
|
|
||||
Payments from plan assets
|
(102
|
)
|
|
(39
|
)
|
|
(1
|
)
|
|
(1
|
)
|
||||
Settlements
|
(34
|
)
|
|
(7
|
)
|
|
—
|
|
|
(6
|
)
|
||||
Plan assets acquired in acquisitions
|
—
|
|
|
1,078
|
|
|
—
|
|
|
78
|
|
||||
Fair value of plan assets — end of period
|
$
|
1,052
|
|
|
$
|
1,128
|
|
|
$
|
78
|
|
|
$
|
78
|
|
Change in benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Benefit obligations — beginning of period
|
$
|
1,619
|
|
|
$
|
55
|
|
|
$
|
69
|
|
|
$
|
22
|
|
Service cost
|
3
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||
Interest cost
|
61
|
|
|
32
|
|
|
3
|
|
|
2
|
|
||||
Actuarial (gain) loss
|
(33
|
)
|
|
59
|
|
|
(2
|
)
|
|
2
|
|
||||
Benefit payments
|
(102
|
)
|
|
(39
|
)
|
|
(1
|
)
|
|
(1
|
)
|
||||
Plan amendments
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Settlements
|
(34
|
)
|
|
(7
|
)
|
|
—
|
|
|
(6
|
)
|
||||
Benefit obligations assumed in acquisitions
|
—
|
|
|
1,521
|
|
|
—
|
|
|
51
|
|
||||
Foreign currency impact
|
(3
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
||||
Benefit obligations — end of period
|
$
|
1,511
|
|
|
$
|
1,619
|
|
|
$
|
69
|
|
|
$
|
69
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Overfunded (underfunded) status of benefit obligations
|
$
|
(459
|
)
|
|
$
|
(491
|
)
|
|
$
|
9
|
|
|
$
|
9
|
|
|
Pension Benefits
|
|
Post-Retirement Benefits
|
||||||||||||
|
November 1,
2015 |
|
November 2,
2014 |
|
November 1,
2015 |
|
November 2,
2014 |
||||||||
Projected benefit obligations
|
$
|
1,500
|
|
|
$
|
1,608
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accumulated benefit obligations
|
$
|
1,494
|
|
|
$
|
1,598
|
|
|
$
|
16
|
|
|
$
|
15
|
|
Fair value of plan assets
|
$
|
1,039
|
|
|
$
|
1,114
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Pension Benefits
|
|
Post-Retirement Benefits
|
||||||||||||
|
November 1,
2015 |
|
November 2,
2014 |
|
November 1,
2015 |
|
November 2,
2014 |
||||||||
Projected benefit obligations
|
$
|
11
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accumulated benefit obligations
|
$
|
10
|
|
|
$
|
11
|
|
|
$
|
53
|
|
|
$
|
54
|
|
Fair value of plan assets
|
$
|
13
|
|
|
$
|
14
|
|
|
$
|
78
|
|
|
$
|
78
|
|
|
Pension Benefits
|
|
Post-Retirement Benefits
|
||||||||||||
|
November 1,
2015 |
|
November 2,
2014 |
|
November 1,
2015 |
|
November 2,
2014 |
||||||||
Other long-term assets
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
25
|
|
|
$
|
24
|
|
Other current liabilities
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Other long-term liabilities
|
$
|
460
|
|
|
$
|
492
|
|
|
$
|
15
|
|
|
$
|
14
|
|
Amounts recognized in accumulated other comprehensive loss, net of taxes:
|
|
|
|
|
|
|
|
||||||||
Net actuarial losses and net prior service benefit
|
$
|
(72
|
)
|
|
$
|
(48
|
)
|
|
$
|
(1
|
)
|
|
$
|
(2
|
)
|
|
Pension Benefits
|
|
Post-Retirement Benefits
|
||||
2016
|
$
|
94
|
|
|
$
|
2
|
|
2017
|
92
|
|
|
2
|
|
||
2018
|
92
|
|
|
3
|
|
||
2019
|
92
|
|
|
3
|
|
||
2020
|
91
|
|
|
3
|
|
||
2021-2025
|
452
|
|
|
17
|
|
|
Defined Benefit Pension Plans
|
||||||||||
|
November 1,
2015 |
|
November 2,
2014 |
||||||||
|
Actual
|
|
Target
|
|
Actual
|
|
Target
|
||||
Equity investments
|
33
|
%
|
|
40
|
%
|
|
34
|
%
|
|
40
|
%
|
Fixed income
|
67
|
%
|
|
55
|
%
|
|
66
|
%
|
|
53
|
%
|
Real estate
|
—
|
%
|
|
5
|
%
|
|
—
|
%
|
|
7
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Fair Value Measurements as of November 1, 2015
|
||||||||||||
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
||||||
Cash and cash equivalents
|
|
$
|
23
|
|
(a)
|
|
$
|
—
|
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||
U.S. equity securities
|
|
132
|
|
(b)
|
|
—
|
|
|
|
—
|
|
|||
Non-U.S. equity securities
|
|
73
|
|
(b)
|
|
—
|
|
|
|
—
|
|
|||
Fixed-income securities:
|
|
|
|
|
|
|
|
|
||||||
U.S. treasuries
|
|
—
|
|
|
|
24
|
|
(c)
|
|
—
|
|
|||
Corporate bonds
|
|
—
|
|
|
|
410
|
|
(c)
|
|
—
|
|
|||
Asset-backed and mortgage-backed securities
|
|
—
|
|
|
|
6
|
|
(c)
|
|
—
|
|
|||
Agency-backed bonds
|
|
—
|
|
|
|
2
|
|
(c)
|
|
—
|
|
|||
Municipal bonds
|
|
—
|
|
|
|
25
|
|
(c)
|
|
—
|
|
|||
Government bonds
|
|
—
|
|
|
|
23
|
|
(c)
|
|
—
|
|
|||
Other types of investments:
|
|
|
|
|
|
|
|
|
||||||
Commingled funds - equities
|
|
—
|
|
|
|
141
|
|
(d)
|
|
—
|
|
|||
Commingled funds - bonds
|
|
—
|
|
|
|
193
|
|
(e)
|
|
—
|
|
|||
Total
|
|
$
|
228
|
|
|
|
$
|
824
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Fair Value Measurements as of November 2, 2014
|
||||||||||||
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
||||||
Cash and cash equivalents
|
|
$
|
27
|
|
(a)
|
|
$
|
—
|
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||
U.S. equity securities
|
|
142
|
|
(b)
|
|
—
|
|
|
|
—
|
|
|||
Non-U.S. equity securities
|
|
97
|
|
(b)
|
|
—
|
|
|
|
—
|
|
|||
Fixed-income securities:
|
|
|
|
|
|
|
|
|
||||||
U.S. treasuries
|
|
—
|
|
|
|
28
|
|
(c)
|
|
—
|
|
|||
Corporate bonds
|
|
—
|
|
|
|
438
|
|
(c)
|
|
—
|
|
|||
Asset-backed and mortgage-backed securities
|
|
—
|
|
|
|
6
|
|
(c)
|
|
—
|
|
|||
Agency-backed bonds
|
|
—
|
|
|
|
2
|
|
(c)
|
|
—
|
|
|||
Municipal bonds
|
|
—
|
|
|
|
26
|
|
(c)
|
|
—
|
|
|||
Government bonds
|
|
—
|
|
|
|
29
|
|
(c)
|
|
—
|
|
|||
Other types of investments:
|
|
|
|
|
|
|
|
|
||||||
Commingled funds - equities
|
|
—
|
|
|
|
145
|
|
(d)
|
|
—
|
|
|||
Commingled funds - bonds
|
|
—
|
|
|
|
188
|
|
(e)
|
|
—
|
|
|||
Total
|
|
$
|
266
|
|
|
|
$
|
862
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
November 1,
2015 |
|
November 2,
2014 |
||||||||
|
Actual
|
|
Target
|
|
Actual
|
|
Target
|
||||
Commingled funds - U.S. equities
|
21
|
%
|
|
20
|
%
|
|
20
|
%
|
|
30
|
%
|
Commingled funds - Non-U.S. equities
|
21
|
%
|
|
20
|
%
|
|
20
|
%
|
|
10
|
%
|
Commingled funds - bonds
|
58
|
%
|
|
60
|
%
|
|
60
|
%
|
|
60
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Assumptions for Benefit Obligations as of
|
|
Assumptions for Expense
Fiscal Year
|
||||||
|
November 1,
2015 |
|
November 2,
2014 |
|
2015
|
|
2014
|
|
2013
|
Defined benefit pension plans:
|
|
|
|
|
|
|
|
|
|
Discount rate
|
0.75%-7.75%
|
|
1.00%-4.10%
|
|
1.00%-4.10%
|
|
1.00%-4.75%
|
|
1.25%-4.25%
|
Average increase in compensation levels
|
2.50%-11.72%
|
|
2.50%-6.00%
|
|
2.50%-6.00%
|
|
2.50%-6.00%
|
|
2.00%-5.00%
|
Expected long-term return on assets
|
N/A
|
|
N/A
|
|
1.50%-7.30%
|
|
1.50%-7.30%
|
|
2.00%-3.00%
|
|
Assumptions for Benefit Obligations as of
|
|
Assumptions for Expense
Fiscal Year
|
||||||
|
November 1,
2015 |
|
November 2,
2014 |
|
2015
|
|
2014
|
|
2013
|
Post-retirement benefits plan:
|
|
|
|
|
|
|
|
|
|
Discount rate
|
3.90%-4.50%
|
|
3.80%-4.40%
|
|
3.80%-4.40%
|
|
4.25%-4.60%
|
|
3.50%
|
Average increase in compensation levels
|
3.50%
|
|
3.50%
|
|
3.50%
|
|
3.50%
|
|
N/A
|
Expected long-term return on assets
|
N/A
|
|
N/A
|
|
5.40%
|
|
5.40%
|
|
N/A
|
Current medical cost trend rate
|
7.67%
|
|
8.00%
|
|
8.00%
|
|
8.33%
|
|
8.67%
|
Ultimate medical cost trend rate
|
3.50%
|
|
3.50%
|
|
3.50%
|
|
3.50%
|
|
3.50%
|
Medical cost trend rate decreases to ultimate trend rate in year
|
2031
|
|
2031
|
|
2031
|
|
2031
|
|
2031
|
|
1% Increase
|
|
1% Decrease
|
||||
Effect on U.S. post-retirement benefit obligation (in millions)
|
$
|
1
|
|
|
$
|
(1
|
)
|
Percentage effect on U.S. post-retirement benefit obligation
|
2
|
%
|
|
(2
|
)%
|
7.
|
Borrowings
|
Principal balance
|
$
|
1,000
|
|
Less: debt discount
|
80
|
|
|
Net carrying amount
|
$
|
920
|
|
|
|
||
Equity component carrying amount
|
$
|
85
|
|
|
Fiscal Year
|
||||||
|
2015
|
|
2014
|
||||
Contractual coupon interest
|
$
|
12
|
|
|
$
|
10
|
|
Accretion of debt discount @ 3.32%
|
6
|
|
|
5
|
|
||
Total
|
$
|
18
|
|
|
$
|
15
|
|
Fiscal Year
|
|
||
2016
|
$
|
46
|
|
2017
|
46
|
|
|
2018
|
46
|
|
|
2019
|
46
|
|
|
2020
|
46
|
|
|
Thereafter
|
3,719
|
|
|
Total
|
$
|
3,949
|
|
8.
|
Shareholders’ Equity
|
|
Option Awards Outstanding
|
|||||||||||
|
Number
Outstanding
|
|
Weighted-
Average
Exercise Price
per Share
|
|
Weighted-
Average
Remaining
Contractual Life
(in years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Balance as of October 28, 2012
|
20
|
|
|
$
|
22.45
|
|
|
|
|
|
||
Granted
|
9
|
|
|
$
|
36.63
|
|
|
|
|
|
||
Exercised
|
(6
|
)
|
|
$
|
16.02
|
|
|
|
|
|
||
Cancelled
|
(1
|
)
|
|
$
|
27.57
|
|
|
|
|
|
||
Balance as of November 3, 2013
|
22
|
|
|
$
|
29.81
|
|
|
|
|
|
||
Assumed in LSI acquisition
|
1
|
|
|
$
|
40.26
|
|
|
|
|
|
||
Granted
|
13
|
|
|
$
|
65.79
|
|
|
|
|
|
||
Exercised
|
(5
|
)
|
|
$
|
25.03
|
|
|
|
|
|
||
Cancelled
|
(2
|
)
|
|
$
|
53.02
|
|
|
|
|
|
||
Balance as of November 2, 2014
|
29
|
|
|
$
|
44.97
|
|
|
|
|
|
||
Granted
|
1
|
|
|
$
|
95.97
|
|
|
|
|
|
||
Exercised
|
(7
|
)
|
|
$
|
34.40
|
|
|
|
|
|
||
Cancelled
|
(2
|
)
|
|
$
|
65.32
|
|
|
|
|
|
||
Balance as of November 1, 2015
|
21
|
|
|
$
|
47.92
|
|
|
4.62
|
|
$
|
1,610
|
|
Fully vested as of November 1, 2015
|
10
|
|
|
$
|
38.50
|
|
|
4.11
|
|
$
|
852
|
|
Fully vested and expected to vest as of November 1, 2015
|
21
|
|
|
$
|
47.56
|
|
|
4.60
|
|
$
|
1,570
|
|
|
|
RSU Awards Outstanding
|
|||||||
|
|
Number
Outstanding
|
|
Weighted-
Average
Grant Date
Fair Market Value
|
|
Weighted-
Average
Remaining
Contractual
Life (in years)
|
|||
Balance as of October 28, 2012
|
|
1
|
|
|
$
|
32.69
|
|
|
|
Granted
|
|
1
|
|
|
$
|
35.69
|
|
|
|
Balance as of November 3, 2013
|
|
2
|
|
|
$
|
34.38
|
|
|
|
Assumed in LSI acquisition
|
|
3
|
|
|
$
|
35.22
|
|
|
|
Granted
|
|
1
|
|
|
$
|
64.92
|
|
|
|
Vested
|
|
(1
|
)
|
|
$
|
32.87
|
|
|
|
Forfeited
|
|
(1
|
)
|
|
$
|
19.42
|
|
|
|
Balance as of November 2, 2014
|
|
4
|
|
|
$
|
48.82
|
|
|
|
Granted
|
|
3
|
|
|
$
|
119.30
|
|
|
|
Vested
|
|
(1
|
)
|
|
$
|
57.29
|
|
|
|
Forfeited
|
|
(1
|
)
|
|
$
|
79.51
|
|
|
|
Balance as of November 1, 2015
|
|
5
|
|
|
$
|
95.17
|
|
|
1.70
|
|
Fiscal Year
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cost of products sold
|
$
|
26
|
|
|
$
|
18
|
|
|
$
|
10
|
|
Research and development
|
107
|
|
|
57
|
|
|
30
|
|
|||
Selling, general and administrative
|
99
|
|
|
78
|
|
|
37
|
|
|||
Total share-based compensation expense
|
$
|
232
|
|
|
$
|
153
|
|
|
$
|
77
|
|
|
Time-Based Options
|
|||||||
|
Fiscal Year
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Risk-free interest rate
|
1.3
|
%
|
|
0.5% - 1.3%
|
|
|
1.0
|
%
|
Dividend yield
|
1.4
|
%
|
|
1.7
|
%
|
|
2.0
|
%
|
Volatility
|
35.0
|
%
|
|
35.0
|
%
|
|
48.0
|
%
|
Expected term (in years)
|
4.0
|
|
|
1.9 - 4.3
|
|
|
5.0
|
|
|
ESPP Purchase Rights
|
|||||||
|
Fiscal Year
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Risk-free interest rate
|
0.2
|
%
|
|
0.1
|
%
|
|
0.1
|
%
|
Dividend yield
|
1.3
|
%
|
|
1.8
|
%
|
|
2.1
|
%
|
Volatility
|
36.2
|
%
|
|
32.1
|
%
|
|
44.0
|
%
|
Expected term (in years)
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
|
Market-Based Awards
|
|||||||
|
Fiscal Year
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Risk-free interest rate
|
1.4
|
%
|
|
2.3
|
%
|
|
2.0
|
%
|
Dividend yield
|
1.2
|
%
|
|
1.7
|
%
|
|
2.2
|
%
|
Volatility
|
36.3
|
%
|
|
45.0
|
%
|
|
48.0
|
%
|
Expected term (in years)
|
4.4
|
|
|
7.0
|
|
|
7.0
|
|
9.
|
Income Taxes
|
|
Fiscal Year
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Domestic income
|
$
|
1,580
|
|
|
$
|
662
|
|
|
$
|
465
|
|
Foreign income (loss)
|
(113
|
)
|
|
(320
|
)
|
|
103
|
|
|||
Income from continuing operations before income taxes
|
$
|
1,467
|
|
|
$
|
342
|
|
|
$
|
568
|
|
|
Fiscal Year
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Current tax expense:
|
|
|
|
|
|
|
|
|
|||
Domestic
|
$
|
59
|
|
|
$
|
14
|
|
|
$
|
6
|
|
Foreign
|
237
|
|
|
111
|
|
|
32
|
|
|||
|
296
|
|
|
125
|
|
|
38
|
|
|||
Deferred tax expense (benefit):
|
|
|
|
|
|
|
|
|
|||
Domestic
|
4
|
|
|
1
|
|
|
(1
|
)
|
|||
Foreign
|
(224
|
)
|
|
(93
|
)
|
|
(21
|
)
|
|||
|
(220
|
)
|
|
(92
|
)
|
|
(22
|
)
|
|||
Total provision for income taxes
|
$
|
76
|
|
|
$
|
33
|
|
|
$
|
16
|
|
|
Fiscal Year
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Statutory tax rate
|
17.0
|
%
|
|
17.0
|
%
|
|
17.0
|
%
|
Foreign income taxed at different rates
|
1.8
|
|
|
21.1
|
|
|
(0.1
|
)
|
Tax holidays and concessions
|
(14.1
|
)
|
|
(29.2
|
)
|
|
(13.5
|
)
|
Other, net
|
0.2
|
|
|
(0.1
|
)
|
|
(0.6
|
)
|
Valuation allowance
|
0.3
|
|
|
0.8
|
|
|
—
|
|
Actual tax rate on income before income taxes
|
5.2
|
%
|
|
9.6
|
%
|
|
2.8
|
%
|
|
November 1, 2015
|
|
November 2, 2014
|
||||
Deferred income tax assets:
|
|
|
|
|
|
||
Depreciation and amortization
|
$
|
2
|
|
|
$
|
2
|
|
Inventory
|
8
|
|
|
13
|
|
||
Trade accounts
|
9
|
|
|
7
|
|
||
Employee benefits
|
202
|
|
|
204
|
|
||
Employee share awards
|
58
|
|
|
45
|
|
||
Net operating loss carryovers and credit carryovers
|
288
|
|
|
404
|
|
||
Other deferred income tax assets
|
49
|
|
|
72
|
|
||
Gross deferred income tax assets
|
616
|
|
|
747
|
|
||
Less valuation allowance
|
(147
|
)
|
|
(120
|
)
|
||
Deferred income tax assets
|
469
|
|
|
627
|
|
||
Deferred income tax liabilities:
|
|
|
|
|
|
||
Depreciation and amortization
|
48
|
|
|
66
|
|
||
Notes receivable
|
100
|
|
|
549
|
|
||
Other deferred income tax liabilities
|
—
|
|
|
2
|
|
||
Foreign earnings not permanently reinvested
|
6
|
|
|
7
|
|
||
Deferred income tax liabilities
|
154
|
|
|
624
|
|
||
|
|
|
|
||||
Net deferred income tax assets
|
$
|
315
|
|
|
$
|
3
|
|
|
November 1, 2015
|
|
November 2, 2014
|
||||
Other current assets
|
$
|
116
|
|
|
$
|
69
|
|
Other current liabilities
|
—
|
|
|
(1
|
)
|
||
Net current income tax assets
|
$
|
116
|
|
|
$
|
68
|
|
|
|
|
|
||||
Other long-term assets
|
$
|
208
|
|
|
$
|
9
|
|
Other long-term liabilities
|
(9
|
)
|
|
(74
|
)
|
||
Net long-term income tax assets (liabilities)
|
$
|
199
|
|
|
$
|
(65
|
)
|
|
Fiscal Year
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Beginning of period
|
$
|
487
|
|
|
$
|
37
|
|
|
$
|
27
|
|
Lapse of statute of limitations
|
(10
|
)
|
|
(14
|
)
|
|
(2
|
)
|
|||
Increases in balances related to tax positions taken during prior periods (including those related to acquisitions made during the year)
|
94
|
|
|
410
|
|
|
9
|
|
|||
Decreases in balances related to tax positions taken during prior periods
|
(40
|
)
|
|
(2
|
)
|
|
—
|
|
|||
Increases in balances related to tax positions taken during current period
|
47
|
|
|
56
|
|
|
3
|
|
|||
End of period
|
$
|
578
|
|
|
$
|
487
|
|
|
$
|
37
|
|
10.
|
Segment Information
|
Fiscal Year
|
Wireless Communications
|
|
Enterprise Storage
|
|
Wired Infrastructure
|
|
Industrial & Other
|
|
Unallocated Expenses
|
||||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
|
||||||||||
2015
|
$
|
2,536
|
|
|
$
|
2,180
|
|
|
$
|
1,479
|
|
|
$
|
629
|
|
|
$
|
—
|
|
2014
|
1,689
|
|
|
867
|
|
|
1,151
|
|
|
562
|
|
|
—
|
|
|||||
2013
|
1,219
|
|
|
—
|
|
|
744
|
|
|
557
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
2015
|
$
|
1,202
|
|
|
$
|
855
|
|
|
$
|
478
|
|
|
$
|
310
|
|
|
$
|
(1,213
|
)
|
2014
|
658
|
|
|
292
|
|
|
287
|
|
|
246
|
|
|
(1,045
|
)
|
|||||
2013
|
337
|
|
|
—
|
|
|
160
|
|
|
243
|
|
|
(188
|
)
|
|
Fiscal Year
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net revenue:
|
|
|
|
|
|
|
|
|
|||
China
|
$
|
3,675
|
|
|
$
|
2,106
|
|
|
$
|
1,169
|
|
United States
|
755
|
|
|
486
|
|
|
368
|
|
|||
Singapore
|
208
|
|
|
161
|
|
|
143
|
|
|||
Other
|
2,186
|
|
|
1,516
|
|
|
840
|
|
|||
|
$
|
6,824
|
|
|
$
|
4,269
|
|
|
$
|
2,520
|
|
|
November 1,
2015 |
|
November 2,
2014 |
||||
Long-lived assets:
|
|
|
|
|
|
||
United States
|
$
|
1,116
|
|
|
$
|
865
|
|
Malaysia
|
123
|
|
|
91
|
|
||
Singapore
|
42
|
|
|
52
|
|
||
Other
|
179
|
|
|
150
|
|
||
|
$
|
1,460
|
|
|
$
|
1,158
|
|
11.
|
Related Party Transactions
|
|
Fiscal Year
|
|||||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||||
Total net revenue
|
$
|
183
|
|
|
|
$
|
78
|
|
|
|
$
|
21
|
|
|
Total costs and expenses including inventory purchases
|
$
|
80
|
|
|
|
$
|
42
|
|
|
|
$
|
2
|
|
|
|
November 1,
2015 |
|
November 2,
2014 |
||||||
Total receivables
|
$
|
7
|
|
|
|
$
|
14
|
|
|
Total payables
|
$
|
4
|
|
|
|
$
|
8
|
|
|
Carrying value of Convertible Notes and accrued interest
|
$
|
—
|
|
|
|
$
|
930
|
|
|
12.
|
Commitments and Contingencies
|
|
|
|
Fiscal Year
|
|
|
|
||||||||||||||||||||||
|
Total
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
||||||||||||||
Debt Principal, Interest and Fees
|
$
|
4,777
|
|
|
$
|
198
|
|
|
$
|
196
|
|
|
$
|
194
|
|
|
$
|
191
|
|
|
$
|
189
|
|
|
$
|
3,809
|
|
|
Purchase Commitments
|
$
|
337
|
|
|
$
|
334
|
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other Contractual Commitments
|
$
|
142
|
|
|
$
|
52
|
|
|
$
|
43
|
|
|
$
|
32
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Operating Leases Obligations
|
$
|
167
|
|
|
$
|
31
|
|
|
$
|
25
|
|
|
$
|
22
|
|
|
$
|
17
|
|
|
$
|
12
|
|
|
$
|
60
|
|
|
Pension Plan Contributions
|
$
|
32
|
|
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
13.
|
Restructuring and Impairment Charges
|
•
|
In May 2015, we initiated certain restructuring activities in connection with the acquisition of Emulex. During fiscal year 2015, we recognized
$34 million
and
$11 million
of employee termination costs and lease and other exit costs, respectively.
|
•
|
In April 2014, we began the implementation of planned cost reduction and restructuring activities in connection with the acquisition of LSI. We recognized
$26 million
and
$120 million
of employee termination costs related to this plan in fiscal years
2015
and
2014
, respectively. In addition, we recognized lease and other exit costs of
$6 million
and
$17 million
in fiscal years
2015
and
2014
, respectively.
|
•
|
In January 2014, we closed a fabrication facility in Italy as a result of the integration of CyOptics. During fiscal year 2014, we recognized
$13 million
and
$3 million
of employee termination costs and lease exit costs, respectively, related to this plan.
|
|
Employee Termination Costs
|
|
Leases and Other Exit Costs
|
|
Total
|
||||||
Balance as of October 28, 2012
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Restructuring charges
|
3
|
|
|
—
|
|
|
3
|
|
|||
Utilization
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||
Balance as of November 3, 2013
|
—
|
|
|
—
|
|
|
—
|
|
|||
Liabilities assumed in LSI acquisition
|
5
|
|
|
4
|
|
|
9
|
|
|||
Restructuring charges
(a)
|
150
|
|
|
22
|
|
|
172
|
|
|||
Utilization
|
(121
|
)
|
|
(20
|
)
|
|
(141
|
)
|
|||
Balance as of November 2, 2014
|
34
|
|
|
6
|
|
|
40
|
|
|||
Restructuring charges
(a)
|
65
|
|
|
30
|
|
|
95
|
|
|||
Utilization
|
(86
|
)
|
|
(23
|
)
|
|
(109
|
)
|
|||
Balance as of November 1, 2015
(b)
|
$
|
13
|
|
|
$
|
13
|
|
|
$
|
26
|
|
14.
|
Discontinued Operations
|
|
Fiscal Year
|
||||||
|
2015
|
|
2014
|
||||
Net revenue
|
$
|
65
|
|
|
$
|
161
|
|
|
|
|
|
||||
Income (loss) from discontinued operations before (loss) gain on disposal and income taxes
|
$
|
1
|
|
|
$
|
(86
|
)
|
(Loss) gain on disposal of discontinued operations
|
(14
|
)
|
|
18
|
|
||
Provision for (benefit from) income taxes
|
14
|
|
|
(22
|
)
|
||
Loss from discontinued operations, net of income taxes
|
$
|
(27
|
)
|
|
$
|
(46
|
)
|
15.
|
Subsequent Event
|
|
Fiscal Quarter Ended
|
||||||||||||||||||||||||||||||
|
November 1,
2015 |
|
August 2,
2015 |
|
May 3,
2015 |
|
February 1,
2015 |
|
November 2,
2014 |
|
August 3,
2014 |
|
May 4,
2014 |
|
February 2,
2014 |
||||||||||||||||
|
(In millions, except per share data)
|
||||||||||||||||||||||||||||||
Net revenue
|
$
|
1,840
|
|
|
$
|
1,735
|
|
|
$
|
1,614
|
|
|
$
|
1,635
|
|
|
$
|
1,590
|
|
|
$
|
1,269
|
|
|
$
|
701
|
|
|
$
|
709
|
|
Cost of products sold:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of products sold
|
712
|
|
|
720
|
|
|
654
|
|
|
694
|
|
|
688
|
|
|
760
|
|
|
326
|
|
|
347
|
|
||||||||
Amortization of intangible assets
|
129
|
|
|
129
|
|
|
113
|
|
|
113
|
|
|
108
|
|
|
105
|
|
|
18
|
|
|
18
|
|
||||||||
Restructuring charges
|
2
|
|
|
2
|
|
|
1
|
|
|
2
|
|
|
6
|
|
|
11
|
|
|
—
|
|
|
5
|
|
||||||||
Total cost of products sold
|
843
|
|
|
851
|
|
|
768
|
|
|
809
|
|
|
802
|
|
|
876
|
|
|
344
|
|
|
370
|
|
||||||||
Gross margin
|
997
|
|
|
884
|
|
|
846
|
|
|
826
|
|
|
788
|
|
|
393
|
|
|
357
|
|
|
339
|
|
||||||||
Research and development
|
287
|
|
|
276
|
|
|
251
|
|
|
235
|
|
|
234
|
|
|
240
|
|
|
114
|
|
|
107
|
|
||||||||
Selling, general and administrative
|
118
|
|
|
143
|
|
|
108
|
|
|
117
|
|
|
129
|
|
|
137
|
|
|
67
|
|
|
74
|
|
||||||||
Amortization of intangible assets
|
63
|
|
|
68
|
|
|
59
|
|
|
59
|
|
|
91
|
|
|
91
|
|
|
8
|
|
|
7
|
|
||||||||
Restructuring and asset impairment charges
|
15
|
|
|
98
|
|
|
10
|
|
|
14
|
|
|
33
|
|
|
87
|
|
|
8
|
|
|
12
|
|
||||||||
Total operating expenses
|
483
|
|
|
585
|
|
|
428
|
|
|
425
|
|
|
487
|
|
|
555
|
|
|
197
|
|
|
200
|
|
||||||||
Operating income (loss)
|
514
|
|
|
299
|
|
|
418
|
|
|
401
|
|
|
301
|
|
|
(162
|
)
|
|
160
|
|
|
139
|
|
||||||||
Interest expense
|
(41
|
)
|
|
(43
|
)
|
|
(53
|
)
|
|
(54
|
)
|
|
(54
|
)
|
|
(55
|
)
|
|
(1
|
)
|
|
—
|
|
||||||||
Other income (expense), net
|
12
|
|
|
11
|
|
|
(1
|
)
|
|
4
|
|
|
16
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||||||
Income (loss) from continuing operations before income taxes
|
485
|
|
|
267
|
|
|
364
|
|
|
351
|
|
|
263
|
|
|
(219
|
)
|
|
159
|
|
|
139
|
|
||||||||
Provision for (benefit from) income taxes
|
15
|
|
|
23
|
|
|
25
|
|
|
13
|
|
|
126
|
|
|
(99
|
)
|
|
1
|
|
|
5
|
|
||||||||
Income (loss) from continuing operations
|
$
|
470
|
|
|
$
|
244
|
|
|
$
|
339
|
|
|
$
|
338
|
|
|
$
|
137
|
|
|
$
|
(120
|
)
|
|
$
|
158
|
|
|
$
|
134
|
|
Income (loss) from discontinued operations, net of income taxes
(1)
|
(41
|
)
|
|
(4
|
)
|
|
5
|
|
|
13
|
|
|
(2
|
)
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
||||||||
Net income (loss)
|
$
|
429
|
|
|
$
|
240
|
|
|
$
|
344
|
|
|
$
|
351
|
|
|
$
|
135
|
|
|
$
|
(164
|
)
|
|
$
|
158
|
|
|
$
|
134
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) per share from continuing operations
|
$
|
1.70
|
|
|
$
|
0.92
|
|
|
$
|
1.31
|
|
|
$
|
1.33
|
|
|
$
|
0.54
|
|
|
$
|
(0.48
|
)
|
|
$
|
0.63
|
|
|
$
|
0.54
|
|
Income (loss) per share from discontinued operations, net of income taxes
|
$
|
(0.15
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
0.02
|
|
|
$
|
0.05
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Net income (loss) per share
|
$
|
1.55
|
|
|
$
|
0.91
|
|
|
$
|
1.33
|
|
|
$
|
1.38
|
|
|
$
|
0.53
|
|
|
$
|
(0.65
|
)
|
|
$
|
0.63
|
|
|
$
|
0.54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Diluted income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income (loss) per share from continuing operations
|
$
|
1.64
|
|
|
$
|
0.85
|
|
|
$
|
1.19
|
|
|
$
|
1.22
|
|
|
$
|
0.50
|
|
|
$
|
(0.48
|
)
|
|
$
|
0.61
|
|
|
$
|
0.53
|
|
Income (loss) per share from discontinued operations, net of income taxes
|
$
|
(0.15
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
0.02
|
|
|
$
|
0.04
|
|
|
$
|
—
|
|
|
$
|
(0.17
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Net income (loss) per share
|
$
|
1.49
|
|
|
$
|
0.84
|
|
|
$
|
1.21
|
|
|
$
|
1.26
|
|
|
$
|
0.50
|
|
|
$
|
(0.65
|
)
|
|
$
|
0.61
|
|
|
$
|
0.53
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Shares used in per share calculations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic
|
276
|
|
|
265
|
|
|
258
|
|
|
255
|
|
|
254
|
|
|
252
|
|
|
251
|
|
|
249
|
|
||||||||
Diluted
|
287
|
|
|
287
|
|
|
284
|
|
|
278
|
|
|
272
|
|
|
252
|
|
|
258
|
|
|
255
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash dividends declared and paid per share
|
$
|
0.42
|
|
|
$
|
0.40
|
|
|
$
|
0.38
|
|
|
$
|
0.35
|
|
|
$
|
0.32
|
|
|
$
|
0.29
|
|
|
$
|
0.27
|
|
|
$
|
0.25
|
|
|
Balance at
Beginning of Period |
|
Additions to Allowances
|
|
Charges
Utilized/ Write-offs |
|
Balance at
End of Period |
||||||||
|
(In millions)
|
||||||||||||||
Accounts receivable allowances:
|
|
|
|
|
|
|
|
||||||||
Distributor credit allowance
(1)
|
|
|
|
|
|
|
|
||||||||
Fiscal year ended November 1, 2015
|
$
|
58
|
|
|
$
|
339
|
|
|
$
|
(331
|
)
|
|
$
|
66
|
|
Fiscal year ended November 2, 2014
|
$
|
38
|
|
|
$
|
257
|
|
|
$
|
(237
|
)
|
|
$
|
58
|
|
Fiscal year ended November 3, 2013
|
$
|
32
|
|
|
$
|
221
|
|
|
$
|
(215
|
)
|
|
$
|
38
|
|
|
|
|
|
|
|
|
|
||||||||
Other accounts receivable allowances
(2)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fiscal year ended November 1, 2015
|
$
|
7
|
|
|
$
|
20
|
|
|
$
|
(18
|
)
|
|
$
|
9
|
|
Fiscal year ended November 2, 2014
|
$
|
4
|
|
|
$
|
21
|
|
|
$
|
(18
|
)
|
|
$
|
7
|
|
Fiscal year ended November 3, 2013
|
$
|
5
|
|
|
$
|
18
|
|
|
$
|
(19
|
)
|
|
$
|
4
|
|
|
|
|
|
|
|
|
|
||||||||
Income tax valuation allowance
(3)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fiscal year ended November 1, 2015
|
$
|
120
|
|
|
$
|
28
|
|
|
$
|
(1
|
)
|
|
$
|
147
|
|
Fiscal year ended November 2, 2014
|
$
|
17
|
|
|
$
|
103
|
|
|
$
|
—
|
|
|
$
|
120
|
|
Fiscal year ended November 3, 2013
|
$
|
10
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
17
|
|
(1)
|
Distributor credit allowance relates to limited stock returns and price adjustments.
|
(2)
|
Other accounts receivable allowances include allowance for doubtful accounts and sales returns.
|
(3)
|
The change in the fiscal year 2015 valuation allowance includes
$28 million
as a result of an increase in state deferred tax assets not expected to be realized. The change in the fiscal year 2014 valuation allowance includes
$94 million
as a result of the LSI acquisition that does not impact net income. The change in fiscal year 2013 valuation allowance includes
$6 million
that does not impact net income.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
•
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
|
—
|
Consolidated Balance Sheets as of November 1, 2015 and November 2, 2014
|
|
|
|
|
—
|
Consolidated Statements of Operations for the years ended November 1, 2015, November 2, 2014, and November 3, 2013
|
|
|
|
|
—
|
Consolidated Statements of Comprehensive Income for the years ended November 1, 2015, November 2, 2014, and November 3, 2013
|
|
|
|
|
—
|
Consolidated Statements of Cash Flows for the years ended November 1, 2015, November 2, 2014, and November 3, 2013
|
|
|
|
|
—
|
Consolidated Statements of Shareholders’ Equity for the years ended November 1, 2015, November 2, 2014, and November 3, 2013
|
|
AVAGO TECHNOLOGIES LIMITED
|
||
|
|
|
|
|
By:
|
/s/ Hock E. Tan
|
|
|
|
Name:
|
Hock E. Tan
|
|
|
Title:
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Hock E. Tan
|
|
President and Chief Executive
Officer and Director
(Principal Executive Officer)
|
|
December 17, 2015
|
Hock E. Tan
|
|
|
|
|
|
|
|
|
|
/s/ Anthony E. Maslowski
|
|
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
|
December 17, 2015
|
Anthony E. Maslowski
|
|
|
|
|
|
|
|
|
|
/s/ James Diller Sr.
|
|
Chairman of the Board of Directors
|
|
December 17, 2015
|
James Diller Sr.
|
|
|
|
|
|
|
|
|
|
/s/ Lewis C. Eggebrecht
|
|
Director
|
|
December 17, 2015
|
Lewis C. Eggebrecht
|
|
|
|
|
|
|
|
|
|
/s/ Bruno Guilmart
|
|
Director
|
|
December 17, 2015
|
Bruno Guilmart
|
|
|
|
|
|
|
|
|
|
/s/ Kenneth Y. Hao
|
|
Director
|
|
December 17, 2015
|
Kenneth Y. Hao
|
|
|
|
|
|
|
|
|
|
/s/ Justine Lien
|
|
Director
|
|
December 17, 2015
|
Justine Lien
|
|
|
|
|
|
|
|
|
|
/s/ Donald Macleod
|
|
Director
|
|
December 17, 2015
|
Donald Macleod
|
|
|
|
|
|
|
|
|
|
/s/ Peter J. Marks
|
|
Director
|
|
December 17, 2015
|
Peter J. Marks
|
|
|
|
|
Exhibit
No.
|
|
|
|
Incorporated by Referenced Herein
|
|
Filed
Herewith
|
|
|
Description
|
|
Form
|
Filing Date
|
|
||
|
|
|
|
|
|
|
|
2.1#
|
|
Agreement and Plan of Merger, dated as of April 10, 2013, by and among CyOptics, Avago Technologies Wireless (U.S.A.) Manufacturing Inc., Celsus Acquisition Corp., the Company, Avago Technologies Finance Pte. Ltd. and Shareholder Representative Services LLC.
|
|
Avago Technologies Limited Current Report on Form 8-K (Commission File No. 001-34428).
|
April 11, 2013
|
|
|
2.2#
|
|
Agreement and Plan of Merger, dated December 15, 2013, by and among LSI Corporation, Avago Technologies Limited, Avago Technologies Wireless (U.S.A.) Manufacturing, Inc. and Leopold Merger Sub, Inc.
|
|
Avago Technologies Limited Current Report on Form 8-K/A (Commission File No. 001-34428)
|
December 16, 2013
|
|
|
2.3#
|
|
Agreement and Plan of Merger, dated May 28, 2015, by and among Pavonia Limited, Avago Technologies Limited, Safari Cayman L.P., Avago Technologies Cayman Holdings Ltd., Avago Technologies Cayman Finance Limited, Buffalo CS Merger Sub, Inc., Buffalo UT Merger Sub, Inc. and Broadcom Corporation.
|
|
Avago Technologies Limited Current Report on Form 8-K (Commission File No. 001-34428)
|
May 29, 2015
|
|
|
2.4
|
|
Amendment No. 1 to Agreement and Plan of Merger, dated July 29, 2015, by and between Avago Technologies Limited and Broadcom Corporation.
|
|
Avago Technologies Limited Current Report on Form 8-K (Commission File No. 001-34428)
|
July 31, 2015
|
|
|
3.1
|
|
Memorandum and Articles of Association.
|
|
Avago Technologies Limited Current Report on Form 8-K (Commission File No. 001-34428).
|
August 14, 2009
|
|
|
4.1
|
|
Form of Specimen Share Certificate for Registrant’s Ordinary Shares.
|
|
Amendment No. 3 to Avago Technologies Limited Registration Statement on Form S-1 (Commission File No. 333-153127)
|
July 14, 2009
|
|
|
4.2
|
|
Indenture, dated as of May 6, 2014, between Avago Technologies Limited and U.S. Bank National Association as Trustee, related to 2% Convertible Senior Notes due 2021.
|
|
Avago Technologies Limited Current Report on Form 8-K (Commission File No. 001-34428)
|
May 6, 2014
|
|
|
4.3
|
|
Registration Rights Agreement, dated as of May 6, 2014, among Avago Technologies Limited, SLP Argo I Ltd. and SLP Argo II Ltd.
|
|
Avago Technologies Limited Current Report on Form 8-K (Commission File No. 001-34428)
|
May 6, 2014
|
|
|
10.1
|
|
Sublease Agreement, dated June 5, 2009, between Agilent Technologies Singapore Pte. Ltd. and Avago Technologies Manufacturing (Singapore) Pte. Ltd., relating to Avago’s facility at 1 Yishun Avenue 7, Singapore 768923.
|
|
Avago Technologies Limited Registration Annual Report on Form 10-K (Commission File No. 001-33428)
|
December 15, 2010
|
|
|
10.2
|
|
Amendments of Sublease Agreement between Agilent Technologies Singapore Pte. Ltd. and Avago Technologies Manufacturing (Singapore) Pte. Ltd., relating to Avago's facility at 1 Yishun Avenue 7 Singapore 768923.
|
|
|
|
|
X
|
Exhibit
No.
|
|
|
|
Incorporated by Referenced Herein
|
|
Filed
Herewith
|
|
|
Description
|
|
Form
|
Filing Date
|
|
||
10.3
|
|
Lease No. I/33183P issued by Singapore Housing and Development Board to Compaq Asia Pte Ltd in respect of the land and structures comprised in Lot 1935X of Mukim 19, dated September 26, 2000, and includes the Variation of Lease I/49501Q registered January 15, 2002, relating to Avago’s facility at 1 Yishun Avenue 7, Singapore 768923.
|
|
Avago Technologies Finance Pte. Ltd. Registration Statement on Form F-4 (Commission File No. 333-137664)
|
November 15, 2006
|
|
|
10.4
|
|
Lease No. I/31607P issued by Singapore Housing and Development Board to Compaq Asia Pte Ltd in respect of the land and structures comprised in Lot 1937C of Mukim 19, dated September 26, 2000, and includes the Variation of Lease I/49499Q registered January 15, 2002, relating to Avago’s facility at 1 Yishun Avenue 7, Singapore 768923.
|
|
Avago Technologies Finance Pte. Ltd. Registration Statement on Form F-4 (Commission File No. 333-137664)
|
November 15, 2006
|
|
|
10.5
|
|
Lease No. I/33182P issued by Singapore Housing and Development Board to Compaq Asia Pte Ltd in respect of the land and structures comprised in Lot 2134N of Mukim 19, dated September 26, 2000, and includes the Variation of Lease I/49500Q registered January 15, 2002, relating to Avago’s facility at 1 Yishun Avenue 7, Singapore 768923.
|
|
Avago Technologies Finance Pte. Ltd. Registration Statement on Form F-4 (Commission File No. 333-137664)
|
November 15, 2006
|
|
|
10.6
|
|
Lease No. I/33160P issued by Singapore Housing and Development Board to Compaq Asia Pte Ltd in respect of the land and structures comprised in Lot 1975P of Mukim 19, dated September 26, 2000, and includes the Variation of Lease I/49502Q registered January 15, 2002, relating to Avago’s facility at 1 Yishun Avenue 7, Singapore 768923.
|
|
Avago Technologies Finance Pte. Ltd. Registration Statement on Form F-4 (Commission File No. 333-137664)
|
November 15, 2006
|
|
|
10.7
|
|
Tenancy Agreement, dated October 24, 2005, between Agilent Technologies (Malaysia) Sdn. Bhd. and Avago Technologies (Malaysia) Sdn. Bhd. (f/k/a Jumbo Portfolio Sdn. Bhd.), relating to Avago’s facility at Bayan Lepas Free Industrial Zone, 11900 Penang, Malaysia.
|
|
Amendment No. 1 to Avago Technologies Limited Registration Statement on Form S-1 (Commission File No. 333-153127)
|
October 1, 2008
|
|
|
10.8
|
|
Supplemental Agreement to Tenancy Agreement, dated December 1, 2005, between Agilent Technologies (Malaysia) Sdn. Bhd. and Avago Technologies (Malaysia) Sdn. Bhd. (f/k/a Jumbo Portfolio Sdn. Bhd.), relating to Avago’s facility at Bayan Lepas Free Industrial Zone, 11900 Penang, Malaysia.
|
|
Amendment No. 1 to Avago Technologies Limited Registration Statement on Form S-1 (Commission File No. 333-153127)
|
October 1, 2008
|
|
|
10.9
|
|
Subdivision and Use Agreement, dated December 1, 2005, between Agilent Technologies (Malaysia) Sdn. Bhd. and Avago Technologies (Malaysia) Sdn. Bhd. (f/k/a Jumbo Portfolio Sdn. Bhd.), relating to Avago’s facility at Bayan Lepas Free Industrial Zone, 11900 Penang, Malaysia.
|
|
Amendment No. 1 to Avago Technologies Limited Registration Statement on Form S-1 (Commission File No. 333-153127)
|
October 1, 2008
|
|
|
Exhibit
No.
|
|
|
|
Incorporated by Referenced Herein
|
|
Filed
Herewith
|
|
|
Description
|
|
Form
|
Filing Date
|
|
||
10.10
|
|
Sale and Purchase Agreement, dated December 1, 2005, between Agilent Technologies (Malaysia) Sdn. Bhd. and Avago Technologies (Malaysia) Sdn. Bhd. (f/k/a Jumbo Portfolio Sdn. Bhd.), relating to Avago’s facility at Bayan Lepas Free Industrial Zone, 11900 Penang, Malaysia.
|
|
Amendment No. 1 to Avago Technologies Limited Registration Statement on Form S-1 (Commission File No. 333-153127)
|
October 1, 2008
|
|
|
10.11
|
|
Lease Agreement dated as of April 29, 2005 by and between TriQuint Optoelectronics, Inc. and CyOptics, Inc. and related amendments and renewals.
|
|
Avago Technologies Limited Quarterly Report on Form 10-Q (Commission File No. 001-34428)
|
September 13, 2013
|
|
|
10.12
|
|
Lease Agreement dated as of June 29, 2000 ("Lease") by and between Inmobiliaria Ayusa, S. de R.L. de C.V. ("Landlord") and Lucent Technologies Microelectronica de Mexico, S.A. de C.V., together with consent of Landlord to assign the Lease to a subsidiary of CyOptics, Inc. and related amendments to the Lease.
|
|
Avago Technologies Limited Quarterly Report on Form 10-Q (Commission File No. 001-34428)
|
September 13, 2013
|
|
|
10.13
|
|
Ft. Collins Supply Agreement, dated October 28, 2005 between Avago Technologies Wireless (U.S.A.) Manufacturing, Inc. and Palau Acquisition Corporation.
|
|
Avago Technologies Finance Pte. Ltd. Amendment No. 1 to Annual Report on Form 20-F/A (Commission File No. 333-137664)
|
June 16, 2009
|
|
|
10.14
|
|
Collective Agreement, dated April 29, 2013, between Avago Manufacturing (Singapore) Pte Ltd (and its Singapore affiliates) and United Workers of Electronic & Electrical Industries.
|
|
Avago Technologies Limited Current Report on Form 8-K (Commission File No. 001-33428)
|
September 5, 2013
|
|
|
10.15
|
|
Credit Agreement, dated as of May 6, 2014, by and among Avago Technologies Finance Pte. Ltd., Avago Technologies Cayman Ltd. Avago Technologies Holdings Luxembourg S.à.r.l., the lenders named therein, and Deutsche Bank AG New York Branch, as administrative agent.
|
|
Avago Technologies Limited Current Report on Form 8-K (Commission File No. 001-34428)
|
May 6, 2014
|
|
|
10.16
|
|
Collective Employment Contract for an Indefinite Duration dated as of February 16, 2010 by and between CyOptics of Mexico, S. de R.L. de C.V. and Union of Day Laborers and Industrial Workers and the Maquiladora Industry. (English translation of Spanish original).
|
|
Avago Technologies Limited Quarterly Report on Form 10-Q (Commission File No. 001-33428)
|
September 13, 2013
|
|
|
10.17+
|
|
2009 Equity Incentive Award Plan.
|
|
Amendment No. 5 to Avago Technologies Limited Registration Statement on Form S-1 (Commission File No. 333-153127)
|
July 27, 2009
|
|
|
10.18+
|
|
Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries (Amended and Restated Effective as of February 25, 2008).
|
|
Avago Technologies Finance Pte. Ltd. Amendment No. 1 to Annual Report on Form 20-F/A (Commission File No. 333-137664)
|
February 27, 2008
|
|
|
10.19+
|
|
Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries (Amended and Restated Effective as of February 25, 2008).
|
|
Avago Technologies Finance Pte. Ltd. Amendment No. 1 to Annual Report on Form 20-F/A (Commission File No. 333-137664)
|
February 27, 2008
|
|
|
Exhibit
No.
|
|
|
|
Incorporated by Referenced Herein
|
|
Filed
Herewith
|
|
|
Description
|
|
Form
|
Filing Date
|
|
||
10.20+
|
|
Amendment to the Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and its Subsidiaries, dated July 27, 2009
|
|
Avago Technologies Limited Annual Report on Form 10-K (Commission File No. 001-34428)
|
December 16, 2011
|
|
|
10.21+
|
|
Amendment to the Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and its Subsidiaries, dated March 9, 2011
|
|
Avago Technologies Limited Quarterly Report on Form 10-Q (Commission File No. 001-34428)
|
June 9, 2011
|
|
|
10.22+
|
|
Form of Nonqualified Share Option Agreement Under the Amended and Restated Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries for U.S. employees.
|
|
Amendment No. 1 to Avago Technologies Limited Registration Statement on Form S-1 (Commission File No. 333-153127)
|
October 1, 2008
|
|
|
10.23+
|
|
Form of Nonqualified Share Option Agreement Under the Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries for employees in Singapore.
|
|
Amendment No. 1 to Avago Technologies Limited Registration Statement on Form S-1 (Commission File No. 333-153127)
|
October 1, 2008
|
|
|
10.24+
|
|
Form of Nonqualified Share Option Agreement Under the Amended and Restated Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries for U.S. non-employee directors.
|
|
Amendment No. 1 to Avago Technologies Limited Registration Statement on Form S-1 (Commission File No. 333-153127)
|
October 1, 2008
|
|
|
10.25+
|
|
Form of Nonqualified Share Option Agreement Under the Amended and Restated Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries for non-employee directors in Singapore.
|
|
Avago Technologies Finance Pte. Ltd. Registration Statement on Form F-4 (Commission File No. 333-137664)
|
September 29, 2006
|
|
|
10.26+
|
|
Form of indemnification agreement between Avago and its directors (prior to June 2013).
|
|
Avago Technologies Finance Pte. Ltd. Amendment No. 1 to Annual Report on Form 20-F/A (Commission File No. 333-137664)
|
February 27, 2008
|
|
|
10.27+
|
|
Form of indemnification agreement between Avago and its directors (effective June 2013).
|
|
Avago Technologies Limited Quarterly Report on Form 10-Q (Commission File No. 001-34428)
|
September 13, 2013
|
|
|
10.28+
|
|
Form of indemnification agreement between Avago and each of its officers.
|
|
Avago Technologies Finance Pte. Ltd. Amendment No. 1 to Annual Report on Form 20-F/A (Commission File No. 333-137664)
|
February 27, 2008
|
|
|
10.29+
|
|
Deferred Compensation Plan.
|
|
Amendment No. 2 to Avago Technologies Limited Registration Statement on Form S-1 (Commission File No. 333-153127)
|
July 2, 2009
|
|
|
10.30+
|
|
Form of Option Agreement Under Avago Technologies Limited 2009 Equity Incentive Award Plan.
|
|
Amendment No. 5 to Avago Technologies Limited Registration Statement on Form S-1 (Commission File No. 333-153127)
|
July 27, 2009
|
|
|
10.31+
|
|
Form of Restricted Share Unit Agreement (Sell to Cover) Under Avago Technologies Limited 2009 Equity Incentive Award Plan.
|
|
Avago Technologies Limited Quarterly Report on Form 10-Q (Commission File No. 001-34428)
|
June 7, 2013
|
|
|
10.32+
|
|
Employee Share Purchase Plan (amended and restated effective as of June 2, 2010).
|
|
Avago Technologies Limited Quarterly Report on Form 10-Q (Commission File No. 001-34428)
|
June 3, 2010
|
|
|
10.33+
|
|
LSI Corporation 2003 Equity Incentive Plan, as amended.
|
|
Avago Technologies Limited Registration Statement on Form S-8 (Commission File No. 333-195741)
|
May 6, 2014
|
|
|
Exhibit
No.
|
|
|
|
Incorporated by Referenced Herein
|
|
Filed
Herewith
|
|
|
Description
|
|
Form
|
Filing Date
|
|
||
10.34+
|
|
Form of Option Agreement under LSI Corporation 2003 Equity Incentive Plan, as amended.
|
|
Avago Technologies Limited Registration Statement on Form S-8 (Commission File No. 333-196438)
|
June 2, 2014
|
|
|
10.35+
|
|
Form of Restricted Stock Unit Award Agreement under LSI Corporation 2003 Equity Incentive Plan, as amended.
|
|
Avago Technologies Limited Registration Statement on Form S-8 (Commission File No. 333-196438)
|
June 2, 2014
|
|
|
10.36+
|
|
Offer Letter Agreement, dated December 5, 2008, between Avago Technologies Limited and B.C. Ooi.
|
|
Avago Technologies Finance Pte. Ltd. Current Report on Form 6-K (Commission File No. 333-137664)
|
March 5, 2009
|
|
|
10.37+
|
|
Severance Benefits Agreement, dated January 30, 2014, between Avago Technologies Limited and Bryan Ingram.
|
|
Avago Technologies Limited Quarterly Report on Form 10-Q (Commission File No. 001-34428)
|
March 13, 2014
|
|
|
10.38+
|
|
Severance Benefits Agreement, dated January 24, 2014, between Avago Technologies Limited and Patricia H. McCall.
|
|
Avago Technologies Limited Quarterly Report on Form 10-Q (Commission File No. 001-34428)
|
March 13, 2014
|
|
|
10.39+
|
|
Severance Benefits Agreement, dated January 23, 2014, between Avago Technologies Limited and Hock E. Tan.
|
|
Avago Technologies Limited Quarterly Report on Form 10-Q (Commission File No. 001-34428)
|
March 13, 2014
|
|
|
10.40+
|
|
Severance Benefits Agreement, dated January 24, 2014, between Avago Technologies Limited and Anthony E. Maslowski.
|
|
Avago Technologies Limited Quarterly Report on Form 10-Q (Commission File No. 001-34428)
|
March 13, 2014
|
|
|
10.41+
|
|
Severance Benefits Agreement, dated February 15, 2014, between Avago Technologies Limited and Boon Chye Ooi.
|
|
Avago Technologies Limited Quarterly Report on Form 10-Q (Commission File No. 001-34428)
|
March 13, 2014
|
|
|
10.42+
|
|
Continuing Employment Offer Letter, dated June 3, 2015, between Avago Technologies Limited and Charlie Kawwas.
|
|
Avago Technologies Limited Quarterly Report on Form 10-Q (Commission File No. 001-34428).
|
June 10, 2015
|
|
|
10.43+
|
|
Severance Benefits Agreement, dated June 3, 2015, between Avago Technologies Limited and Charlie Kawwas.
|
|
Avago Technologies Limited Quarterly Report on Form 10-Q (Commission File No. 001-34428).
|
June 10, 2015
|
|
|
10.44+
|
|
Policy on Acceleration of Executive Staff Equity Awards in the Event of Death or Permanent Disability
|
|
Avago Technologies Limited Current Report on Form 10-Q (Commission File No. 001-34428)
|
September 10, 2015
|
|
|
10.45+
|
|
Form of Annual Bonus Plan for Executive Employees.
|
|
|
|
|
X
|
10.46+*
|
|
Offer of Continuing Employment, dated October 16, 2015, between Avago Technologies Limited and Bryan Ingram
|
|
|
|
|
X
|
21.1
|
|
List of Subsidiaries.
|
|
|
|
|
X
|
23.1
|
|
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
|
|
|
|
|
X
|
24.1
|
|
Power of Attorney (see signature page to this Form 10-K).
|
|
|
|
|
X
|
31.1
|
|
Certification of Principal Executive Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
X
|
Exhibit
No.
|
|
|
|
Incorporated by Referenced Herein
|
|
Filed
Herewith
|
|
|
Description
|
|
Form
|
Filing Date
|
|
||
31.2
|
|
Certification of Principal Financial Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
X
|
32.1
|
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
X
|
32.2
|
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
X
|
99.1
|
|
Support Agreement, dated as of May 28, 2015, by and among Pavonia Limited, Avago Technologies Limited and Dr. Henry T. Nicholas III (together with certain of his affiliated entities).
|
|
Avago Technologies Limited Current Report on Form 8-K (Commission File No. 001-34428)
|
May 29, 2015
|
|
|
99.2
|
|
Support Agreement, dated as of May 28, 2015, by and among Pavonia Limited, Avago Technologies Limited and Dr. Henry Samueli (together with certain of his affiliated entities).
|
|
Avago Technologies Limited Current Report on Form 8-K (Commission File No. 001-34428)
|
May 29, 2015
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
X
|
101.SCH
|
|
XBRL Schema Document
|
|
|
|
|
X
|
101.CAL
|
|
XBRL Calculation Linkbase Document
|
|
|
|
|
X
|
101.DEF
|
|
XBRL Definition Linkbase Document
|
|
|
|
|
X
|
101.LAB
|
|
XBRL Labels Linkbase Document
|
|
|
|
|
X
|
101.PRE
|
|
XBRL Presentation Linkbase Document
|
|
|
|
|
X
|
+
|
|
Indicates a management contract or compensatory plan or arrangement.
|
#
|
|
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Avago Technologies hereby undertakes to furnish supplementally copies of any omitted schedules upon request by the SEC.
|
*
|
|
Certain information omitted pursuant to a request for confidential treatment filed with the SEC.
|
Document: Annual Performance Bonus Plan for Executives
|
Applicability: Executive employees (Vice President, Senior Vice President, President and Chief Executive Officer (“CEO”))
|
Approved:
|
Effective Date:
|
Amended & Restated:
|
Review date: Annual
|
▪
|
Share the success of the Company
|
▪
|
Reward employees for outstanding business results
|
▪
|
Recognize levels of individual performance multiplier
|
▪
|
Foster teamwork
|
▪
|
Retain employees
|
•
|
Not on a Sales Incentive Plan (SIP)
|
•
|
Employed before fiscal year fourth quarter
|
•
|
Employed on the APB payout date
|
•
|
On leave of absence (“LOA”) with eligible earnings during the Program period
|
Corporate
|
Corporate performance for the Program period will be based on the
|
Business Division
|
Business Division or Function performance for the Program period will be
|
Performance
|
are approved and recommended by the CEO and the Compensation Committee to the Board for final approval.
Attainment measurements and targets are maintained by Finance.
|
Program Award
|
The Program award payout (“Program Award”) for each participant will be
|
Determination
|
determined as follows.
|
1.
|
Eligible Earnings
: Represents base wages paid during the performance period and includes vacation, holiday and sick pay. Eligible earnings exclude disability payments, bonus payments and allowances. Total eligible earnings for the Program period will reflect part-time status, unpaid LOA, hire date or re-hire date.
|
2.
|
Attainment %:
Payout on performance attainment for each goal between the threshold and the maximum will be determined by a linear formula.
|
3.
|
Performance Multiplier:
Based on performance each participant, other than the CEO, will be assigned a performance multiplier on a scale of 0.5 to 1.5 by the CEO, subject to the review and approval of the Compensation Committee, and in respect of the CEO, the Board. In the
|
4.
|
Target Bonus Percent:
Percent of eligible earnings that will be paid if the Company and Business Division/Function attainment is 100% of goals. This percent is assigned
to each executive function or individual, as determined by the CEO and the Compensation Committee, or by the Board in respect of the CEO.
|
•
|
Actual attainment against fiscal year Corporate and Division/Function metrics
|
•
|
Current year performance multiplier
|
FY Eligible Earnings
|
x
|
Attainment %
|
x
|
Performance Multiplier
|
x
|
Target Bonus %
|
Eligible Earnings Paid in Local Currency
|
|
Performance Result for Company and Business
|
|
Individual Multiplier
|
|
Individual Bonus % Based on Job Level
|
Metric
|
Weight
|
Threshold
|
Payout
Minimum
|
Payout Target
|
Payout
Maximum
|
Revenue
Growth
|
25%
|
__%
1
|
50%
|
100%
|
150%
|
Operating Profit
|
25%
|
__%
1
|
50%
|
100%
|
150%
|
Business Division or Function Results (includes Direct Expenses)
|
50%
|
Division/ Function Specific
2
|
50%
|
100%
|
150%
|
1.
|
Program Administration:
The Compensation Committee will establish guidelines for the Program in line with corporate strategies and objectives. The Compensation Committee has final authority as to any issues related to the interpretation and the administration of the Program, including the resolution of any unusual circumstances. Board approval is required if there is any change related to the CEO.
|
2.
|
Compensation Committee Discretion:
The Compensation Committee will recommend and the Board will set the Program performance targets. The Compensation Committee may, at its sole discretion, at any time alter, amend, suspend or in any other way modify the Program to align with the changing needs of the Company without prior notification to any participant, provided that any such modifications that affect the CEO shall be approved by the Board.
|
3.
|
Payment Authorization:
Employees will be eligible to participate in the APB program period if they are employed before the fiscal year fourth quarter and remain employed on the payout date. All awards must be approved by the CEO and the Compensation Committee, or by the Board in respect of the CEO. The Program award will be paid in full, as soon as administratively feasible, following the end of a Program period.
|
4.
|
Termination:
Any employee (other than the CEO) may be excluded from Program participation, at any time, at the sole discretion of the Compensation Committee, and by the Board in the case of the CEO. Except as required by applicable law or regulation, in order to receive a Program award payment for the applicable Program period, an employee must be: (1) on the payroll, and (2) an eligible participant of the Program at the time of payout. Except as required by applicable law or regulation, the Company will not seek repayment of a valid bonus payout if the employee terminates employment after payment for the previous performance period.
|
5.
|
Pro-rated Payments:
Pro-rated payment will be made in cases as set forth below:
|
•
|
Position changes from non-sales to sales (on SIP) or from sales (on SIP) to non-
sales. |
•
|
Transfer between Business Divisions or Functions during the fiscal year of the performance period.
|
•
|
Termination for disability: In the event a participant terminates employment with the
Company for disability reasons, such employee will be considered eligible for completed plan periods in which the employee participated. |
•
|
Termination upon death: Upon the death of a participant, the award will be paid along with all other payouts based on eligible earnings during the Program period.
Payment will be made to legal beneficiaries, as designated by the employee and on file with the Company. |
6.
|
Right of Employment and Payment:
Management and the Compensation Committee reserve the right, at their sole discretion, to restrict participation in the Program at any time. Participation under this Program does not affect the employment status of the participant and does not imply continued employment with the
Company. Either participant or Company may terminate the employment relationship at any time, for any reason, with or without cause.
|
7.
|
Unfunded Status/Right of Assignment:
No assets are reserved for this Program and no person has a right or interest in Company assets as a result of the existence of this Program. No right or interest in the Program may be assigned or transferred, or subject to any lien, directly, by operation of law or otherwise, including without limitation, bankruptcy, pledge, garnishment, attachment, levy or other creditor’s process.
|
8.
|
Taxes:
All awards payable under the Program are taxable as ordinary income in the year of payment and subject to applicable taxes and withholdings. Employees on a temporary relocation are paid and taxed from their home country.
|
9.
|
Plan Amendment or Termination:
The Compensation Committee may amend or terminate this Program at any time, provided that any such modifications that affect the CEO shall be approved by the Board. While the Compensation Committee intends that any amendment or termination would be prospective, the Compensation Committee reserves the right to act retroactively without prior written notice to the participants.
|
10.
|
Final Decision:
The Compensation Committee will make the final determination as to the eligibility for participation in the Program and any other applicable terms. All decisions made by the Compensation Committee, or the Board, as applicable, regarding this Program shall be final.
|
•
|
Employed full-time during the entire fiscal year
|
•
|
Annual Eligible Earnings in local currency is 200,000
|
•
|
Performance Multiplier is 1.5 or 150% applies
|
•
|
Bonus target is 30%
|
•
|
Corporate attainment for the fiscal year is 100%
|
•
|
Division attainment is 100%
|
•
|
Actual attainment against fiscal year Corporate and Division/Function metrics
|
•
|
Current year performance multiplier
|
Metric
|
Weight
|
Threshold
|
Payout
Minimum
|
Payout Target
|
Payout
Maximum
|
|
||||||
|
Revenue
Growth
|
25%
|
__%
|
50%
|
100%
|
150%
|
||||||
|
Operating Profit
|
25%
|
__%
|
50%
|
100%
|
150%
|
||||||
|
Business Division or Function Results
|
50%
|
Division/ Function Specific
|
50%
|
100%
|
150%
|
FY Eligible Earnings
|
x
|
Attainment %
|
x
|
Performance Multiplier
|
x
|
Target Bonus %
|
|
Eligible Earnings Paid in Local Currency
|
|
Performance Result for Company and Business
|
|
Individual Multiplier
|
|
Individual Bonus % Based on Job Level
|
|
200,000
|
x
|
100%
|
x
|
150%
|
x
|
30% =
|
90,000 payout
|
1.
|
Effective as of November 2, 2015, your new title will be Senior Vice President and General Manager, Wireless Semiconductor Division reporting to me, and you hereby resign your position as Chief Operating Officer. Your annual base salary and target bonus will remain the same, and you will remain an executive of the Company.
|
2.
|
In addition, the terms and conditions set forth in the Amended and Restated Severance Benefit Agreement by and between you and the Company, dated January 23, 2014 (the “
Severance Benefits Agreement
”), and the Confidential Information Agreement (as defined in the Severance Benefits Agreement) shall remain in full force and effect; provided, however, that you expressly consent to changes to your duties and responsibilities related to the matters set forth in this letter, including your new role and position, and hereby waive any right to resign for “Good Reason” in connection therewith.
|
3.
|
It is our mutual goal and desire that you remain employed by the Company as Senior Vice President and General Manager, Wireless Semiconductor Division for the entirety of the period commencing on November 2, 2015 and ending on October 31, 2017 (the “
Retention Period
”), provided that you continue to perform your duties satisfactorily in a manner consistent with your roles and responsibilities. Following the Retention Period, however, you will have one time option to resign your position with the Company, to be exercised within thirty (30) days immediately following the end of the Retention Period (the “
Election Period
”), and, subject to the terms of this letter, receive the vesting acceleration benefits described in paragraph 4.
|
4.
|
If your employment is terminated as a result of a Covered Termination (as defined in the Severance Benefit Agreement) during the Retention Period or you affirmatively elect in writing during the Election Period to resign your employment for any reason effective as of the date of such election (the date of such termination or resignation, the “
Specified Termination Date
”), then each outstanding and unvested equity and equity-linked award that, pursuant to its terms vests solely based upon continued service, including, without limitation, each time-based share option and restricted share unit award
and each performance option and restricted share unit award for which the performance criteria has been met as of the Specified Termination Date (each, a “
Time-Based Award
”), in each case, that was granted to you prior to March 15, 2015 shall automatically become vested and, if applicable, any forfeiture restrictions or rights of repurchase thereon shall immediately lapse, in each case, with respect to one-hundred percent (100%) of that number of unvested shares underlying such equity award as of the Specified Termination Date.
|
5.
|
You will continue to be covered under the Avago Technologies Performance Bonus Plan for Executive Employees (the “
APB
”). If your employment is terminated as a result of a Covered Termination or you affirmatively elect in writing during the Election Period to resign your employment for any reason and the Specified Termination Date occurs after the end of the fiscal
|
6.
|
The accelerated vesting benefits set forth in paragraph 4, along with any accrued but unpaid salary, bonus, benefits, vacation and expense reimbursement payable in accordance with applicable law or Company policy, are the only benefits or payments that you will receive if you affirmatively elect in writing to resign your employment with the Company during the Election Period. In order to receive the accelerated vesting benefits, you agree that you must deliver to the Company a general release of all claims against the Company and its affiliates in a form acceptable to the Company that becomes effective and irrevocable within sixty (60) days, or such shorter period of time specified by the Company, following your termination or resignation.
|
7.
|
Your continued employment will be consistent with the terms and conditions set forth in this letter and in accordance with the Company’s standard employment policies and practices. Adherence to general standards of business conduct, as well as all other applicable Avago Technologies policies and procedures, including subsequent changes, is required of all employees. This letter, the Confidential Information Agreement, the Severance Benefits Agreement and the agreements specified herein constitute our binding agreement with respect to your employment and its terms merging and superseding in their entirety all other or prior offers, agreements and communications, whether written or oral, by you and the Company relating to the terms and conditions of your employment, except as set forth above.
|
|
|
|
|
/s/ Bryan T. Ingram
|
October 16, 2015
|
Signature: Bryan T. Ingram
|
|
Building
|
Storey
|
Units
|
Area (sm)
|
Area (sf)
|
Subtotal
(sf)
|
2
|
1
|
NA
|
1,266
|
13,627.22
|
|
2
|
Basement
|
NA
|
97
|
1,044.11
|
|
1
|
2
|
NA
|
34
|
365.98
|
|
Total Surrendered
Net Lettable Area
|
1,397
|
15,037.31
|
15,037.31
|
(i)
|
The Sublease Summary attached to the Sublease Agreement shall be amended so that the entire sections on “Premises”, “Monthly Base Rent” and “Tenant’s Contribution” shall be deleted and be replaced by the following, respectively:
|
Premises:
|
Those certain premises (deemed to contain 101,444.89 net lettable square feet or 9,424.46 net lettable square meters of floor area) located on the portions of the 1
st
storey, 2
nd
storey and 3
rd
storey of Phase 1 and Phase 2 of the Building (as defined herein) located at No. 1 Yishun Avenue 7, Singapore 768923, as more particularly described on the site map appended hereto as Exhibit A-1 (the “Site Map”)
|
Monthly Base Rent :
|
The agreed sum payable by Tenant pursuant to Section 3.1 of the Sublease Agreement is as follows :
1 December 2010 to 30 November 2012 : the sum of S$119,976.67 calculated at the rate of S$1.03 per square foot per month
1 December 2012 to 30 November 2013 : the sum of S$121,733.87 calculated at the rate of S$1.20 per square foot per month
1 December 2013 to 30 November 2015 : the sum of S$136,950.60 calculated at the rate of S$1.35 per square foot per month
|
Tenant’s Contribution:
|
The sum of S$45,650.20 per month calculated at the rate of S$0.45 per square foot per month.
|
(ii)
|
The Special Conditions attached to the Sublease Agreement shall be amended so that the entire sections on “Carpark Lots” shall be deleted and be replaced by the following, respectively:
|
Carpark Lots
|
Tenant will be allocated 86 car parking lots in the Building based on a ratio of 1 lot per 110 square meters leased.
Tenant shall be entitled to secure and use additional car parking lots, currently chargeable at $80 per lot per month, by notifying the Landlord in writing. Subject to availability, such carparking lots shall be allocated on a half- yearly basis
Landlord reserves the right to implement and/or revise the carparking charges at such time as required.
|
Building
|
Storey
|
Units
|
Area (sm)
|
Area (sf)
|
Sub-total (sf)
|
1
|
1st storey
|
Area A2
|
25.08
|
269.96
|
|
1
|
1st storey
|
Area B
|
34.00
|
365.98
|
|
1
|
1st storey
|
Area C
|
191.00
|
2,055.92
|
|
1
|
1st storey
|
Area E1
|
2707.33
|
29,141.70
|
|
1
|
1st storey
|
Area F2
|
116.00
|
1,248.62
|
|
1
|
1st storey
|
Area H1
|
66.99
|
721.08
|
|
1
|
1st storey
|
Area M
|
71.00
|
764.24
|
|
2
|
1st storey
|
Area K1
|
148.00
|
1,593.07
|
|
2
|
1st storey
|
Area K2
|
63.81
|
686.85
|
|
2
|
1st storey
|
Area K5
|
11.00
|
118.40
|
|
2
|
1st storey
|
Area K6
|
131.25
|
1,412.78
|
38,378.61
|
|
|
|
|
|
|
1
|
2nd storey
|
Area A
|
1384.00
|
14,897.38
|
|
1
|
2nd storey
|
Area C
|
71.00
|
764.24
|
|
2
|
2nd storey
|
Area H
|
1363.00
|
14,671.33
|
30,332.95
|
|
|
|
|
|
|
1
|
3rd storey
|
Area A
|
1471.00
|
15,833.84
|
|
1
|
3rd storey
|
Area B
|
49.00
|
527.44
|
|
2
|
3rd storey
|
Area C
|
1273.00
|
13,702.57
|
|
2
|
3rd storey
|
Area D
|
248.00
|
2,669.47
|
32,733.32
|
|
|
|
|
|
|
|
|
Total
|
9424.46
|
101,444.89
|
101,444.89
|
(1)
|
AGILENT TECHNOLOGIES SINGAPORE PTE LTD, a company organized under the laws of Singapore and having its business address at No.1 Yishun Avenue 7, Singapore 768923 ("
Landlord
");
|
(2)
|
AVAGO TECHNOLOGIES MANUFACTURING (SINGAPORE) PTE LTD, a company organized under the laws of Singapore and having its registered address at No.1
Yishun
Avenue 7, Singapore 768923 ("
Tenant
");
|
(A)
|
This Supplemental Sublease Agreement (No 1) is made supplemental to a Sublease Agreement dated 12 November 2009 made between the Landlord and the Tenant ("
Sublease Agreement"
).
|
(B)
|
By the Sublease Agreement, the Landlord has agreed to sublet to the Tenant certain premises, deemed to contain 117,289.59 net lettable square feet or 10,896.46 net lettable square meters of floor area located at certain portions of the premises, commonly known as No. 1 Yishun Avenue 7, Singapore 768923 as are more particularly described in the Sublease Agreement (the
"
Premises
").
|
(C)
|
Both parties are desirous of effecting some amendments to the Sublease Agreement by way of this Supplemental Sublease Agreement (No 1)("
Supplemental Agreement
") as follows:
|
(i)
|
The Sublease Summary attached to the Sublease Agreement shall be amended so that the entire sections on
"Premises", "Monthly
Base Rent" and
"Tenant's
Contribution" shall be deleted and be replaced by the following, respectively:
|
Premises:
|
Those certain premises (deemed to contain 116,482.20 net lettable square feet or 10,821.46 net lettable square meters of floor area) located on the portions of the basement, 1
st
storey, 2
nd
Storey and 3
rd
storey of Phase I and Phase 2 of the Building (as defined herein) located at No. I Yishun Avenue 7, Singapore 768923, as more particularly described on
|
|
the site map appended hereto as
Exhibit A-1
(the
"
Site Map
").
|
Monthly Base Rent :
|
The agreed sum payable by Tenant pursuant to
Section 3.1 of the Sublease Agreement is as
follows:
1 December 2010 to 30 November 2012 : the sum of S$119,976.67 calculated at the rate of S$1.03 per square foot per month
1 December 2012 to 30 November 2013 : the sum of S$139,778.64 calculated at the rate of S$1.20 per square foot per month
1 December 2013 to 30 November 2015 : the sum of S$157,250.97 calculated at the rate of S$1.35 per square foot per month
|
Tenant's Contribution
:
|
The sum ofS$52,416.99 per month calculated at the rate of S$0.45 per square foot per month.
|
(ii)
|
"
Exhibit A1 : Site Map - Demised Premises for AVAGO Technologies
"
attached to the Sublease Agreement shall be amended. A new Site Map with the amendments made is appended hereto as the new
"
Exhibit A1" and shall replace the Exhibit Al in the Sublease Agreement.
|
(i)
|
Except to the extent expressly amended by the provisions of this Supplemental Agreement, the terms and conditions of the Sublease Agreement are hereby confirmed and shall remain in full force and effect.
|
(ii)
|
The Sublease Agreement and this Supplemental Agreement shall be read and construed as one document and this Supplemental Agreement shall be considered to be part of the Sublease Agreement and, without prejudice to the generality of the foregoing, where the context so allows references in the Sublease Agreement to
"
this Sublease Agreement", howsoever expressed
,
shall be read and construed as references to the Sublease Agreement as amended and supplemented by this Supplemental Agreement.
|
(i)
|
As at the date of this Supplemental Agreement, the Tenant shall be deemed to have repeated all of the Tenant's representations and warranties to the Landlord contained in section 17.19 of the Sublease Agreement in respect of its execution and delivery of this Supplemental Agreement.
|
(ii)
|
As at the date of this Supplemental Agreement, the Landlord shall be deemed to have repeated all of the Landlord
'
s representations and warranties to the Tenant contained in section 17.18 of the Sublease Agreement in respect of its execution and delivery ofthis Supplemental Agreement.
|
Building
|
Storey
|
Units
|
Area (sm)
|
Area (sf)
|
Sub-total (sf)
|
2
|
Basement
|
Area A
|
97.00
|
1,044.11
|
1,044.11
|
|
|
|
|
|
|
1
|
1st storey
|
Area A2
|
25.08
|
269.96
|
|
1
|
1st
storey
|
Area B
|
34.00
|
365.98
|
|
1
|
1st
storey
|
Area C
|
191.00
|
2,055.92
|
|
1
|
1st
storey
|
Area M
|
71.00
|
764.24
|
|
1
|
1st
storey
|
Area E1
|
2,707.33
|
29,141.70
|
|
1
|
1st
storey
|
Area F2
|
116.00
|
1,248.62
|
|
1
|
1st storey
|
Area H1
|
66.99
|
721.08
|
|
2
|
1st
storey
|
Area I
|
1,266.00
|
13,627.22
|
|
2
|
1st storey
|
Area K1
|
148.00
|
1,593.07
|
|
2
|
1st storey
|
Area K2
|
63.81
|
686.85
|
|
2
|
1st
storey
|
Area K5
|
11.00
|
118.40
|
|
2
|
1st storey
|
Area K6
|
131.25
|
1,412.78
|
52,005.84
|
|
|
|
|
|
|
1
|
2nd
storey
|
Area A
|
1,384.00
|
14,897.38
|
|
1
|
2nd
storey
|
Area B
|
34.00
|
365.98
|
|
1
|
2nd storey
|
Area C
|
71.00
|
764.24
|
|
2
|
2nd
storey
|
Area H
|
1,363.00
|
14,671.33
|
30,698.93
|
|
|
|
|
|
|
1
|
3rd storey
|
Area A
|
1,471.00
|
15,833.84
|
|
1
|
3rd storey
|
Area B
|
49.00
|
527.44
|
|
2
|
3rd storey
|
Area C
|
1,273.00
|
13,702.57
|
|
2
|
3rd storey
|
Area D
|
248.00
|
2,669.47
|
32,733.32
|
|
|
|
|
|
|
|
|
Total
|
10,821.46
|
116,482.20
|
116,482.20
|
Name of Subsidiary
|
Country of Incorporation
|
Ownership Interest
(Direct or Indirect)
|
Agere Systems LLC
|
Delaware (U.S.A.)
|
100%
|
Avago Semiconductor Technologies (Shanghai) Limited
|
China
|
100%
|
Avago Technologies Canada Corporation
|
Canada
|
100%
|
Avago Technologies Cayman Ltd.
|
Cayman
|
100%
|
Avago Technologies Fiber Austria GmbH (formerly A3PICs Electronic Development GmbH)
|
Austria
|
100%
|
Avago Technologies Fiber GmbH
|
Germany
|
100%
|
Avago Technologies Finance Pte. Ltd.
|
Singapore
|
100%
|
Avago Technologies France SAS
|
France
|
100%
|
Avago Technologies General IP (Singapore) Pte. Ltd.
|
Singapore
|
100%
|
Avago Technologies GmbH
|
Germany
|
100%
|
Avago Technologies Holding Pte. Ltd.
|
Singapore
|
100%
|
Avago Technologies Holdings B.V.
|
Netherlands
|
100%
|
Avago Technologies Holdings Luxembourg S.à.r.l.
|
Luxembourg
|
100%
|
Avago Technologies International Sales Pte. Limited
|
Singapore
|
100%
|
Avago Technologies Italy S.r.l.
|
Italy
|
100%
|
Avago Technologies Japan, Ltd.
|
Japan
|
100%
|
Avago Technologies Korea Co. Ltd.
|
Korea
|
99%
|
Avago Technologies Luxembourg S.à.r.l.
|
Luxembourg
|
100%
|
Avago Technologies (Malaysia) Sdn. Bhd.
|
Malaysia
|
100%
|
Avago Technologies Manufacturing (Singapore) Pte. Ltd.
|
Singapore
|
100%
|
Avago Technologies Trading Ltd.
|
Mauritius
|
100%
|
Avago Technologies U.K. Limited
|
England
|
100%
|
Avago Technologies U.S. Inc.
|
Delaware (U.S.A.)
|
100%
|
Avago Technologies Wireless (U.S.A.) Manufacturing Inc.
|
Delaware (U.S.A.)
|
100%
|
CyOptics, Inc.
|
Delaware (U.S.A.)
|
100%
|
CyOptics International Holding Co.
|
Delaware (U.S.A)
|
100%
|
CyOptics International Holding LLC
|
Delaware (U.S.A)
|
100%
|
CyOptics de Mexico, S.de. R.L. de C.V.
|
Mexico
|
100%
|
East Texas Integrated Circuits, Inc.
|
Texas
|
100%
|
Eltra Slovakia, S.r.o.
|
Slovakia
|
100%
|
Eltra S.p.A.
|
Italy
|
100%
|
Emulex Corporation
|
Delaware (U.S.A.)
|
100%
|
Emulex Corporation
|
California (U.S.A.)
|
100%
|
Emulex International Limited
|
Isle of Man
|
100%
|
Emulex Communications Pte. Ltd.
|
India
|
100%
|
LSI Corporation
|
Delaware (U.S.A.)
|
100%
|
LSI International LLC
|
Delaware (U.S.A.)
|
100%
|
LSI Logic Asia, Inc.
|
Delaware (U.S.A.)
|
100%
|
LSI Logic International Services, Inc.
|
California (U.S.A.)
|
100%
|
LSI (Thai) Ltd.
|
Thailand
|
100%
|
LSI China Technology (Shanghai) Co., Ltd.
|
China
|
100%
|
LSI India Research & Development Pvt Limited
|
India
|
100%
|
LSI Logic Europe Limited
|
United Kingdom
|
100%
|
LSI Logic GmbH
|
Germany
|
100%
|
LSI Logic HK Holdings
|
Cayman Islands
|
100%
|
LSI Technology (Singapore) Pte. Ltd.
|
Singapore
|
100%
|
Nemicon Corporation
|
Japan
|
100%
|
PLX Technology, Inc.
|
Delaware (U.S.A.)
|
100%
|
REP Avago (Wuxi) Electronics Technologies Limited
|
China
|
100%
|
Scenic Drive Sdn. Bhd.
|
Malaysia
|
100%
|
Silicon Manufacturing Partners Pte. Ltd.
|
Singapore
|
51%*
|
1.
|
I have reviewed this Annual Report on Form 10-K of Avago Technologies Limited;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Hock E. Tan
|
|
Hock E. Tan
|
|
Chief Executive Officer
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Avago Technologies Limited;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Anthony E. Maslowski
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Anthony E. Maslowski
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Chief Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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December 17, 2015
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/s/ Hock E. Tan
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Hock E. Tan
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Chief Executive Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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December 17, 2015
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/s/ Anthony E. Maslowski
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Anthony E. Maslowski
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Chief Financial Officer
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