þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Singapore
(State or Other Jurisdiction of
Incorporation or Organization)
|
98-1254807
(I.R.S. Employer
Identification No.)
|
1 Yishun Avenue 7
Singapore 768923
|
N/A
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Large accelerated filer
þ
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Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
|
|
(Do not check if a smaller reporting company)
|
|
|
Page
|
|
May 1,
2016 |
|
November 1,
2015 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,041
|
|
|
$
|
1,822
|
|
Trade accounts receivable, net
|
1,857
|
|
|
1,019
|
|
||
Inventory
|
1,467
|
|
|
524
|
|
||
Assets held-for-sale
|
842
|
|
|
22
|
|
||
Other current assets
|
480
|
|
|
372
|
|
||
Total current assets
|
6,687
|
|
|
3,759
|
|
||
Property, plant and equipment, net
|
2,486
|
|
|
1,460
|
|
||
Goodwill
|
24,776
|
|
|
1,674
|
|
||
Intangible assets, net
|
16,944
|
|
|
3,277
|
|
||
Other long-term assets
|
514
|
|
|
345
|
|
||
Total assets
|
$
|
51,407
|
|
|
$
|
10,515
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
985
|
|
|
$
|
617
|
|
Employee compensation and benefits
|
303
|
|
|
250
|
|
||
Current portion of long-term debt
|
344
|
|
|
46
|
|
||
Other current liabilities
|
1,019
|
|
|
206
|
|
||
Total current liabilities
|
2,651
|
|
|
1,119
|
|
||
Long-term liabilities:
|
|
|
|
||||
Long-term debt
|
14,664
|
|
|
3,826
|
|
||
Pension and post-retirement benefit obligations
|
475
|
|
|
475
|
|
||
Other long-term liabilities
|
10,855
|
|
|
381
|
|
||
Total liabilities
|
28,645
|
|
|
5,801
|
|
||
Commitments and contingencies (Note 11)
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Ordinary shares, no par value; 394,814,039 shares and 276,259,120 shares issued and outstanding on May 1, 2016 and November 1, 2015, respectively
|
18,659
|
|
|
2,547
|
|
||
Non-economic voting preference shares, no par value; 22,804,591 shares and no shares issued and outstanding on May 1, 2016 and November 1, 2015, respectively
|
—
|
|
|
—
|
|
||
Retained earnings
|
1,116
|
|
|
2,240
|
|
||
Accumulated other comprehensive loss
|
(73
|
)
|
|
(73
|
)
|
||
Total Broadcom Limited shareholders’ equity
|
19,702
|
|
|
4,714
|
|
||
Noncontrolling interest
|
3,060
|
|
|
—
|
|
||
Total shareholders’ equity
|
22,762
|
|
|
4,714
|
|
||
Total liabilities and shareholders’ equity
|
$
|
51,407
|
|
|
$
|
10,515
|
|
|
|
Fiscal Quarter Ended
|
|
Two Fiscal Quarters Ended
|
||||||||||||
|
|
May 1,
2016 |
|
May 3,
2015 |
|
May 1,
2016 |
|
May 3,
2015 |
||||||||
Net revenue
|
|
$
|
3,541
|
|
|
$
|
1,614
|
|
|
$
|
5,312
|
|
|
$
|
3,249
|
|
Cost of products sold:
|
|
|
|
|
|
|
|
|
||||||||
Cost of products sold
|
|
1,437
|
|
|
654
|
|
|
2,136
|
|
|
1,344
|
|
||||
Purchase accounting effect on inventory
|
|
828
|
|
|
—
|
|
|
828
|
|
|
4
|
|
||||
Amortization of intangible assets
|
|
198
|
|
|
113
|
|
|
328
|
|
|
226
|
|
||||
Restructuring charges
|
|
32
|
|
|
1
|
|
|
33
|
|
|
3
|
|
||||
Total cost of products sold
|
|
2,495
|
|
|
768
|
|
|
3,325
|
|
|
1,577
|
|
||||
Gross margin
|
|
1,046
|
|
|
846
|
|
|
1,987
|
|
|
1,672
|
|
||||
Research and development
|
|
787
|
|
|
251
|
|
|
1,054
|
|
|
486
|
|
||||
Selling, general and administrative
|
|
238
|
|
|
108
|
|
|
352
|
|
|
225
|
|
||||
Amortization of intangible assets
|
|
735
|
|
|
59
|
|
|
789
|
|
|
118
|
|
||||
Restructuring, impairment and disposal charges
|
|
287
|
|
|
10
|
|
|
318
|
|
|
24
|
|
||||
Total operating expenses
|
|
2,047
|
|
|
428
|
|
|
2,513
|
|
|
853
|
|
||||
Operating income (loss)
|
|
(1,001
|
)
|
|
418
|
|
|
(526
|
)
|
|
819
|
|
||||
Interest expense
|
|
(256
|
)
|
|
(53
|
)
|
|
(340
|
)
|
|
(107
|
)
|
||||
Loss on extinguishment of debt
|
|
(53
|
)
|
|
(13
|
)
|
|
(53
|
)
|
|
(13
|
)
|
||||
Other income (expense), net
|
|
(6
|
)
|
|
12
|
|
|
(3
|
)
|
|
16
|
|
||||
Income (loss) from continuing operations before income taxes
|
|
(1,316
|
)
|
|
364
|
|
|
(922
|
)
|
|
715
|
|
||||
Provision for (benefit from) income taxes
|
|
(99
|
)
|
|
25
|
|
|
(82
|
)
|
|
38
|
|
||||
Income (loss) from continuing operations
|
|
(1,217
|
)
|
|
339
|
|
|
(840
|
)
|
|
677
|
|
||||
Income (loss) from discontinued operations, net of income taxes
|
|
(38
|
)
|
|
5
|
|
|
(38
|
)
|
|
18
|
|
||||
Net income (loss)
|
|
(1,255
|
)
|
|
344
|
|
|
(878
|
)
|
|
695
|
|
||||
Net loss attributable to noncontrolling interest
|
|
(69
|
)
|
|
—
|
|
|
(69
|
)
|
|
—
|
|
||||
Net income (loss) attributable to ordinary shares
|
|
$
|
(1,186
|
)
|
|
$
|
344
|
|
|
$
|
(809
|
)
|
|
$
|
695
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic income (loss) per share attributable to ordinary shares:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) per share from continuing operations
|
|
$
|
(2.93
|
)
|
|
$
|
1.31
|
|
|
$
|
(2.31
|
)
|
|
$
|
2.63
|
|
Income (loss) per share from discontinued operations
|
|
(0.09
|
)
|
|
0.02
|
|
|
(0.10
|
)
|
|
0.07
|
|
||||
Net income (loss) per share
|
|
$
|
(3.02
|
)
|
|
$
|
1.33
|
|
|
$
|
(2.41
|
)
|
|
$
|
2.70
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted income (loss) per share attributable to ordinary shares:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) per share from continuing operations
|
|
$
|
(2.93
|
)
|
|
$
|
1.19
|
|
|
$
|
(2.43
|
)
|
|
$
|
2.41
|
|
Income (loss) per share from discontinued operations
|
|
(0.09
|
)
|
|
0.02
|
|
|
(0.11
|
)
|
|
0.06
|
|
||||
Net income (loss) per share
|
|
$
|
(3.02
|
)
|
|
$
|
1.21
|
|
|
$
|
(2.54
|
)
|
|
$
|
2.47
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
392
|
|
|
258
|
|
|
335
|
|
|
257
|
|
||||
Diluted
|
|
415
|
|
|
284
|
|
|
346
|
|
|
281
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Cash dividends declared and paid per share
|
|
$
|
0.49
|
|
|
$
|
0.38
|
|
|
$
|
0.93
|
|
|
$
|
0.73
|
|
|
Fiscal Quarter Ended
|
|
Two Fiscal Quarters Ended
|
||||||||||||
|
May 1,
2016 |
|
May 3,
2015 |
|
May 1,
2016 |
|
May 3,
2015 |
||||||||
Net income (loss)
|
$
|
(1,255
|
)
|
|
$
|
344
|
|
|
$
|
(878
|
)
|
|
$
|
695
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
||||||||
Reclassification to net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Comprehensive income (loss)
|
(1,255
|
)
|
|
344
|
|
|
(878
|
)
|
|
696
|
|
||||
Comprehensive loss attributable to noncontrolling interest
|
(69
|
)
|
|
—
|
|
|
(69
|
)
|
|
—
|
|
||||
Comprehensive income (loss) attributable to ordinary shares
|
$
|
(1,186
|
)
|
|
$
|
344
|
|
|
$
|
(809
|
)
|
|
$
|
696
|
|
|
|
Two Fiscal Quarters Ended
|
||||||
|
|
May 1,
2016 |
|
May 3,
2015 |
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
(878
|
)
|
|
$
|
695
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
1,284
|
|
|
456
|
|
||
Share-based compensation
|
|
255
|
|
|
106
|
|
||
Excess tax from share-based compensation
|
|
(58
|
)
|
|
(70
|
)
|
||
Non-cash portion of debt extinguishment loss
|
|
30
|
|
|
13
|
|
||
Non-cash restructuring, impairment and disposal charges
|
|
44
|
|
|
5
|
|
||
Gain on sale of business
|
|
—
|
|
|
(14
|
)
|
||
Deferred taxes
|
|
(172
|
)
|
|
(2
|
)
|
||
Amortization of debt issuance costs and accretion of debt discount
|
|
17
|
|
|
14
|
|
||
Other
|
|
26
|
|
|
6
|
|
||
Changes in assets and liabilities, net of acquisitions and disposals:
|
|
|
|
|
||||
Trade accounts receivable, net
|
|
(169
|
)
|
|
24
|
|
||
Inventory
|
|
920
|
|
|
43
|
|
||
Accounts payable
|
|
(217
|
)
|
|
(23
|
)
|
||
Employee compensation and benefits
|
|
(51
|
)
|
|
(41
|
)
|
||
Other current assets and current liabilities
|
|
86
|
|
|
(18
|
)
|
||
Other long-term assets and long-term liabilities
|
|
(21
|
)
|
|
(50
|
)
|
||
Net cash provided by operating activities
|
|
1,096
|
|
|
1,144
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Acquisitions of businesses, net of cash acquired
|
|
(10,035
|
)
|
|
—
|
|
||
Proceeds from sales of businesses
|
|
68
|
|
|
650
|
|
||
Purchases of property, plant and equipment
|
|
(298
|
)
|
|
(339
|
)
|
||
Proceeds from disposals of property, plant and equipment
|
|
—
|
|
|
63
|
|
||
Purchases of investments
|
|
(59
|
)
|
|
(9
|
)
|
||
Proceeds from sales and maturities of investments
|
|
32
|
|
|
—
|
|
||
Net cash provided by (used in) investing activities
|
|
(10,292
|
)
|
|
365
|
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Proceeds from term loan borrowings
|
|
15,926
|
|
|
—
|
|
||
Debt repayments
|
|
(4,839
|
)
|
|
(617
|
)
|
||
Payment of assumed debt
|
|
(1,475
|
)
|
|
—
|
|
||
Debt issuance costs
|
|
(108
|
)
|
|
—
|
|
||
Dividend payments
|
|
(326
|
)
|
|
(188
|
)
|
||
Issuance of ordinary shares
|
|
179
|
|
|
130
|
|
||
Excess tax from share-based compensation
|
|
58
|
|
|
70
|
|
||
Net cash provided by (used in) financing activities
|
|
9,415
|
|
|
(605
|
)
|
||
Net change in cash and cash equivalents
|
|
219
|
|
|
904
|
|
||
Cash and cash equivalents at the beginning of period
|
|
1,822
|
|
|
1,604
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
2,041
|
|
|
$
|
2,508
|
|
|
|
Ordinary Shares
|
|
Non-Economic Voting Preference Shares
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Non-controlling Interest
|
|
Total
Shareholders’
Equity
|
||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
||||||||||||||||||
Balance as of November 1, 2015
|
|
276
|
|
|
$
|
2,547
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
2,240
|
|
|
$
|
(73
|
)
|
|
$
|
—
|
|
|
$
|
4,714
|
|
Issuance of ordinary shares upon the acquisition of Broadcom Corporation
|
|
112
|
|
|
15,438
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,438
|
|
||||||
Issuance by the Partnership of restricted exchangeable partnership units upon the acquisition of Broadcom Corporation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,140
|
|
|
3,140
|
|
||||||
Issuance of non-economic voting preference shares
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance of ordinary shares in connection with equity incentive plans
|
|
7
|
|
|
179
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
179
|
|
||||||
Share-based compensation
|
|
—
|
|
|
255
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
255
|
|
||||||
Excess tax from share-based compensation
|
|
—
|
|
|
58
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58
|
|
||||||
Cash dividends paid to ordinary shareholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(315
|
)
|
|
—
|
|
|
—
|
|
|
(315
|
)
|
||||||
Cash distribution paid by the Partnership on restricted exchangeable partnership units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
(11
|
)
|
||||||
Fair value of partially vested equity awards assumed in connection with the acquisition of Broadcom Corporation
|
|
—
|
|
|
182
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
182
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(809
|
)
|
|
—
|
|
|
(69
|
)
|
|
(878
|
)
|
||||||
Balance as of May 1, 2016
|
|
395
|
|
|
$
|
18,659
|
|
|
23
|
|
|
$
|
—
|
|
|
$
|
1,116
|
|
|
$
|
(73
|
)
|
|
$
|
3,060
|
|
|
$
|
22,762
|
|
Cash for outstanding BRCM common stock
|
|
$
|
16,798
|
|
Fair value of Broadcom ordinary shares issued for outstanding BRCM common stock
|
|
15,438
|
|
|
Fair value of Partnership restricted exchangeable units issued for outstanding BRCM common stock
|
|
3,140
|
|
|
Fair value of partially vested assumed restricted stock unit awards
|
|
182
|
|
|
Cash for vested BRCM equity awards
|
|
137
|
|
|
Effective settlement of pre-existing relationships
|
|
11
|
|
|
Total purchase consideration
|
|
35,706
|
|
|
Less: cash acquired
|
|
6,948
|
|
|
Total purchase consideration, net of cash acquired
|
|
$
|
28,758
|
|
|
|
Estimated Fair Value
|
||
Trade accounts receivable
|
|
$
|
669
|
|
Inventory
|
|
1,853
|
|
|
Assets held-for-sale
|
|
833
|
|
|
Other current assets
|
|
194
|
|
|
Property, plant and equipment
|
|
889
|
|
|
Goodwill
|
|
23,076
|
|
|
Intangible assets
|
|
14,808
|
|
|
Other long-term assets
|
|
121
|
|
|
Total assets acquired
|
|
42,443
|
|
|
Accounts payable
|
|
(559
|
)
|
|
Employee compensation and benefits
|
|
(104
|
)
|
|
Current portion of long-term debt
|
|
(1,475
|
)
|
|
Other current liabilities
|
|
(791
|
)
|
|
Long-term debt
|
|
(139
|
)
|
|
Other long-term liabilities
|
|
(10,617
|
)
|
|
Total liabilities assumed
|
|
(13,685
|
)
|
|
Fair value of net assets acquired
|
|
$
|
28,758
|
|
|
|
Approximate Fair Value
(in millions) |
|
Weighted-Average Amortization Periods (in years)
|
||
Developed technology
|
|
$
|
9,010
|
|
|
6
|
Customer contracts and related relationships
|
|
2,703
|
|
|
2
|
|
Order backlog
|
|
750
|
|
|
< 1
|
|
Trade name
|
|
350
|
|
|
17
|
|
Other
|
|
45
|
|
|
16
|
|
Total identified finite-lived intangible assets
|
|
12,858
|
|
|
|
|
In-process research and development
|
|
1,950
|
|
|
N/A
|
|
Total identified intangible assets, net of assets held-for-sale
|
|
14,808
|
|
|
|
|
Intangible assets included in assets held-for-sale
|
|
320
|
|
|
|
|
Identified intangible assets
|
|
$
|
15,128
|
|
|
|
Description
|
|
IPR&D
|
|
Percentage of Completion
|
|
Estimated Cost to Complete
|
|
Expected Release Date (by fiscal year)
|
|||||
Set-top box solutions
|
|
$
|
90
|
|
|
56
|
%
|
|
$
|
90
|
|
|
2016 - 2017
|
Broadband carrier access solutions
|
|
390
|
|
|
34
|
|
|
376
|
|
|
2016 - 2018
|
||
Carrier switch solutions
|
|
270
|
|
|
51
|
|
|
255
|
|
|
2016 - 2019
|
||
Compute and connectivity solutions
|
|
170
|
|
|
61
|
|
|
136
|
|
|
2016 - 2018
|
||
Physical layer product solutions
|
|
190
|
|
|
51
|
|
|
71
|
|
|
2016 - 2019
|
||
Wireless connectivity combo solutions
|
|
770
|
|
|
57
|
|
|
364
|
|
|
2016 - 2018
|
||
Touch controllers
|
|
70
|
|
|
39
|
|
|
21
|
|
|
2016 - 2017
|
|
|
Fiscal Quarter Ended
|
|
Two Fiscal Quarters Ended
|
||||||||||||
|
|
May 1,
2016 |
|
May 3,
2015 |
|
May 1,
2016 |
|
May 3,
2015 |
||||||||
Pro forma net revenue
|
|
$
|
3,538
|
|
|
$
|
3,669
|
|
|
$
|
7,359
|
|
|
$
|
7,444
|
|
Pro forma net loss from continuing operations
|
|
(607
|
)
|
|
(248
|
)
|
|
(459
|
)
|
|
(1,014
|
)
|
||||
Pro forma net loss
|
|
(645
|
)
|
|
(243
|
)
|
|
(497
|
)
|
|
(996
|
)
|
||||
Pro forma net loss attributable to ordinary shares
|
|
(608
|
)
|
|
(230
|
)
|
|
(468
|
)
|
|
(941
|
)
|
||||
Pro forma loss per share attributable to ordinary shares - basic and diluted
|
|
(1.55
|
)
|
|
(0.62
|
)
|
|
(1.40
|
)
|
|
(2.55
|
)
|
|
|
May 1,
2016 |
|
November 1,
2015 |
||||
Finished goods
|
|
$
|
720
|
|
|
$
|
177
|
|
Work-in-process
|
|
479
|
|
|
271
|
|
||
Raw materials
|
|
268
|
|
|
76
|
|
||
Total inventory
|
|
$
|
1,467
|
|
|
$
|
524
|
|
|
|
May 1,
2016 |
|
November 1,
2015 |
||||
Goodwill
|
|
$
|
445
|
|
|
$
|
—
|
|
Intangible assets, net
|
|
328
|
|
|
—
|
|
||
Other assets
|
|
69
|
|
|
22
|
|
||
Total assets held-for-sale
|
|
$
|
842
|
|
|
$
|
22
|
|
|
|
Fiscal Quarter Ended
|
|
Two Fiscal Quarters Ended
|
||||||||||||
|
|
May 1,
2016 |
|
May 3,
2015 |
|
May 1,
2016 |
|
May 3,
2015 |
||||||||
Net revenue
|
|
$
|
64
|
|
|
$
|
12
|
|
|
$
|
64
|
|
|
$
|
53
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from discontinued operations before gain on disposal and income taxes
|
|
$
|
(61
|
)
|
|
$
|
5
|
|
|
$
|
(61
|
)
|
|
$
|
17
|
|
Gain on disposal of discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
||||
(Provision for) benefit from income taxes
|
|
23
|
|
|
—
|
|
|
23
|
|
|
(13
|
)
|
||||
Income (loss) from discontinued operations, net of income taxes
|
|
$
|
(38
|
)
|
|
$
|
5
|
|
|
$
|
(38
|
)
|
|
$
|
18
|
|
|
|
Two Fiscal Quarters Ended
|
||||||
|
|
May 1,
2016 |
|
May 3,
2015 |
||||
Beginning balance
|
|
$
|
26
|
|
|
$
|
31
|
|
Liabilities assumed in acquisitions
|
|
359
|
|
|
—
|
|
||
Charged as a reduction of revenue
|
|
223
|
|
|
16
|
|
||
Reversal of unclaimed rebates
|
|
(3
|
)
|
|
—
|
|
||
Payments
|
|
(215
|
)
|
|
(22
|
)
|
||
Ending balance
|
|
$
|
390
|
|
|
$
|
25
|
|
|
May 1,
2016 |
|
November 1,
2015 |
||||
Deferred tax liabilities
|
$
|
9,837
|
|
|
$
|
9
|
|
Unrecognized tax benefits
(a)
|
842
|
|
|
317
|
|
||
Other
|
176
|
|
|
55
|
|
||
Total other long-term liabilities
|
$
|
10,855
|
|
|
$
|
381
|
|
|
Wired Infrastructure
|
|
Wireless Communications
|
|
Enterprise Storage
|
|
Industrial & Other
|
|
Total
|
||||||||||
Balance as of November 1, 2015
|
$
|
287
|
|
|
$
|
261
|
|
|
$
|
990
|
|
|
$
|
136
|
|
|
$
|
1,674
|
|
Broadcom Merger
|
17,395
|
|
|
5,681
|
|
|
—
|
|
|
—
|
|
|
23,076
|
|
|||||
Other acquisitions
|
—
|
|
|
21
|
|
|
11
|
|
|
—
|
|
|
32
|
|
|||||
Reclassification of goodwill related to certain assets held-for-sale
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||
Balance as of May 1, 2016
|
$
|
17,682
|
|
|
$
|
5,963
|
|
|
$
|
995
|
|
|
$
|
136
|
|
|
$
|
24,776
|
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
||||||
As of May 1, 2016:
|
|
|
|
|
|
||||||
Purchased technology
|
$
|
12,053
|
|
|
$
|
(1,489
|
)
|
|
$
|
10,564
|
|
Customer and distributor relationships
|
4,401
|
|
|
(857
|
)
|
|
3,544
|
|
|||
Backlog
|
848
|
|
|
(473
|
)
|
|
375
|
|
|||
Trade names
|
528
|
|
|
(57
|
)
|
|
471
|
|
|||
Other
|
66
|
|
|
(3
|
)
|
|
63
|
|
|||
Intangible assets subject to amortization
|
17,896
|
|
|
(2,879
|
)
|
|
15,017
|
|
|||
IPR&D
|
1,927
|
|
|
—
|
|
|
1,927
|
|
|||
Total
|
$
|
19,823
|
|
|
$
|
(2,879
|
)
|
|
$
|
16,944
|
|
|
|
|
|
|
|
||||||
As of November 1, 2015:
|
|
|
|
|
|
||||||
Purchased technology
|
$
|
2,918
|
|
|
$
|
(1,165
|
)
|
|
$
|
1,753
|
|
Customer and distributor relationships
|
1,702
|
|
|
(459
|
)
|
|
1,243
|
|
|||
Trade names
|
178
|
|
|
(41
|
)
|
|
137
|
|
|||
Other
|
120
|
|
|
(101
|
)
|
|
19
|
|
|||
Intangible assets subject to amortization
|
4,918
|
|
|
(1,766
|
)
|
|
3,152
|
|
|||
IPR&D
|
125
|
|
|
—
|
|
|
125
|
|
|||
Total
|
$
|
5,043
|
|
|
$
|
(1,766
|
)
|
|
$
|
3,277
|
|
Fiscal Year:
|
|
|
||
2016 (remainder)
|
|
$
|
1,510
|
|
2017
|
|
4,159
|
|
|
2018
|
|
2,771
|
|
|
2019
|
|
2,014
|
|
|
2020
|
|
1,658
|
|
|
2021
|
|
1,327
|
|
|
Thereafter
|
|
1,578
|
|
|
Total
|
|
$
|
15,017
|
|
Amortizable intangible assets:
|
|
|
Purchased technology
|
|
6
|
Customer and distributor relationships
|
|
3
|
Trade name
|
|
14
|
Other
|
|
16
|
|
|
Fiscal Quarter Ended
|
|
Two Fiscal Quarters Ended
|
||||||||||||
|
|
May 1,
2016 |
|
May 3,
2015 |
|
May 1,
2016 |
|
May 3,
2015 |
||||||||
Numerator - Basic:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
|
$
|
(1,217
|
)
|
|
$
|
339
|
|
|
$
|
(840
|
)
|
|
$
|
677
|
|
Less: Loss from continuing operations attributable to noncontrolling interest
|
|
(67
|
)
|
|
—
|
|
|
(67
|
)
|
|
—
|
|
||||
Income (loss) from continuing operations attributable to ordinary shares
|
|
$
|
(1,150
|
)
|
|
$
|
339
|
|
|
$
|
(773
|
)
|
|
$
|
677
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from discontinued operations, net of income taxes
|
|
$
|
(38
|
)
|
|
$
|
5
|
|
|
$
|
(38
|
)
|
|
$
|
18
|
|
Less: Loss from discontinued operations, net of income taxes, attributable to noncontrolling interest
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
||||
Income (loss) from discontinued operations, net of income taxes, attributable to ordinary shares
|
|
$
|
(36
|
)
|
|
$
|
5
|
|
|
$
|
(36
|
)
|
|
$
|
18
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to ordinary shares
|
|
$
|
(1,186
|
)
|
|
$
|
344
|
|
|
$
|
(809
|
)
|
|
$
|
695
|
|
|
|
|
|
|
|
|
|
|
||||||||
Numerator - Diluted:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
|
$
|
(1,217
|
)
|
|
$
|
339
|
|
|
$
|
(840
|
)
|
|
$
|
677
|
|
Income (loss) from discontinued operations, net of income taxes
|
|
(38
|
)
|
|
5
|
|
|
(38
|
)
|
|
18
|
|
||||
Net income (loss)
|
|
$
|
(1,255
|
)
|
|
$
|
344
|
|
|
$
|
(878
|
)
|
|
$
|
695
|
|
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average ordinary shares outstanding - basic
|
|
392
|
|
|
258
|
|
|
335
|
|
|
257
|
|
||||
Dilutive effect of equity awards
|
|
—
|
|
|
13
|
|
|
—
|
|
|
12
|
|
||||
Dilutive effect of Convertible Notes
|
|
—
|
|
|
13
|
|
|
—
|
|
|
12
|
|
||||
Exchange of noncontrolling interest for ordinary shares
|
|
23
|
|
|
—
|
|
|
11
|
|
|
—
|
|
||||
Weighted-average ordinary shares outstanding - diluted
|
|
415
|
|
|
284
|
|
|
346
|
|
|
281
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic income (loss) per share attributable to ordinary shares:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) per share from continuing operations
|
|
$
|
(2.93
|
)
|
|
$
|
1.31
|
|
|
$
|
(2.31
|
)
|
|
$
|
2.63
|
|
Income (loss) per share from discontinued operations, net of income taxes
|
|
(0.09
|
)
|
|
0.02
|
|
|
(0.10
|
)
|
|
0.07
|
|
||||
Net income (loss) per share
|
|
$
|
(3.02
|
)
|
|
$
|
1.33
|
|
|
$
|
(2.41
|
)
|
|
$
|
2.70
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted income (loss) per share attributable to ordinary shares:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) per share from continuing operations
|
|
$
|
(2.93
|
)
|
|
$
|
1.19
|
|
|
$
|
(2.43
|
)
|
|
$
|
2.41
|
|
Income (loss) per share from discontinued operations, net of income taxes
|
|
(0.09
|
)
|
|
0.02
|
|
|
(0.11
|
)
|
|
0.06
|
|
||||
Net income (loss) per share
|
|
$
|
(3.02
|
)
|
|
$
|
1.21
|
|
|
$
|
(2.54
|
)
|
|
$
|
2.47
|
|
|
|
May 1, 2016
|
||||||||
|
|
Interest Rate
|
|
Effective Interest Rate
|
|
Amount
(in millions) |
||||
Fixed rate notes due November 2018
|
|
2.70
|
%
|
|
2.70
|
%
|
|
$
|
117
|
|
Fixed rate notes due August 2022
|
|
2.50
|
|
|
2.50
|
|
|
9
|
|
|
Fixed rate notes due August 2024
|
|
3.50
|
|
|
3.50
|
|
|
7
|
|
|
Fixed rate notes due August 2034
|
|
4.50
|
|
|
4.50
|
|
|
6
|
|
|
Carrying value of Senior Notes
|
|
|
$
|
139
|
|
Fiscal Year
|
|
|
||
2016 (remainder)
|
|
$
|
172
|
|
2017
|
|
344
|
|
|
2018
|
|
344
|
|
|
2019
|
|
579
|
|
|
2020
|
|
2,116
|
|
|
2021
|
|
1,880
|
|
|
Thereafter
|
|
9,810
|
|
|
Total
|
|
$
|
15,245
|
|
|
Fiscal Quarter Ended
|
|
Two Fiscal Quarters Ended
|
||||||||||||
|
May 1,
2016 |
|
May 3,
2015 |
|
May 1,
2016 |
|
May 3,
2015 |
||||||||
Cost of products sold
|
$
|
13
|
|
|
$
|
6
|
|
|
$
|
19
|
|
|
$
|
12
|
|
Research and development
|
122
|
|
|
27
|
|
|
150
|
|
|
46
|
|
||||
Selling, general and administrative
|
51
|
|
|
24
|
|
|
74
|
|
|
48
|
|
||||
Total share-based compensation expense
(a)
|
$
|
186
|
|
|
$
|
57
|
|
|
$
|
243
|
|
|
$
|
106
|
|
|
ESPP Purchase Rights
|
||||||||||
|
Fiscal Quarter Ended
|
|
Two Fiscal Quarters Ended
|
||||||||
|
May 1,
2016 |
|
May 3,
2015 |
|
May 1,
2016 |
|
May 3,
2015 |
||||
Risk-free interest rate
|
0.5
|
%
|
|
0.2
|
%
|
|
0.4
|
%
|
|
0.1
|
%
|
Dividend yield
|
1.3
|
%
|
|
1.2
|
%
|
|
1.3
|
%
|
|
1.3
|
%
|
Volatility
|
39.0
|
%
|
|
37.0
|
%
|
|
40.0
|
%
|
|
32.0
|
%
|
Expected term (in years)
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
|
Market-Based Awards
|
||||||||||
|
Fiscal Quarter Ended
|
|
Two Fiscal Quarters Ended
|
||||||||
|
May 1,
2016 |
|
May 3,
2015 |
|
May 1,
2016 |
|
May 3,
2015 |
||||
Risk-free interest rate
|
1.3
|
%
|
|
1.3
|
%
|
|
1.3
|
%
|
|
1.4
|
%
|
Dividend yield
|
1.3
|
%
|
|
1.2
|
%
|
|
1.3
|
%
|
|
1.2
|
%
|
Volatility
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|
36.0
|
%
|
Expected term (in years)
|
4.0
|
|
|
4.0
|
|
|
4.0
|
|
|
4.5
|
|
|
Option Awards Outstanding
|
|||||||||||
|
Number
Outstanding
|
|
Weighted-
Average
Exercise Price
Per Share
|
|
Weighted-
Average
Remaining
Contractual
Life (in years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Balance as of November 1, 2015
|
21
|
|
|
$
|
47.92
|
|
|
|
|
|
||
Exercised
|
(4
|
)
|
|
42.95
|
|
|
|
|
|
|||
Cancelled
|
(1
|
)
|
|
50.79
|
|
|
|
|
|
|||
Balance as of May 1, 2016
|
16
|
|
|
48.91
|
|
|
4.22
|
|
$
|
1,597
|
|
|
Fully vested as of May 1, 2016
|
9
|
|
|
40.83
|
|
|
3.79
|
|
943
|
|
||
Fully vested and expected to vest as of May 1, 2016
|
16
|
|
|
48.62
|
|
|
4.20
|
|
1,567
|
|
|
|
RSU Awards Outstanding
|
|||||||
|
|
Number
Outstanding
|
|
Weighted-
Average
Grant Date
Fair Market Value
|
|
Weighted-
Average
Remaining
Contractual
Life (in years)
|
|||
Balance as of November 1, 2015
|
|
5
|
|
|
$
|
95.17
|
|
|
|
Assumed in Broadcom Merger
|
|
6
|
|
|
135.58
|
|
|
|
|
Granted
|
|
11
|
|
|
138.94
|
|
|
|
|
Vested
|
|
(2
|
)
|
|
109.29
|
|
|
|
|
Forfeited
|
|
(1
|
)
|
|
121.80
|
|
|
|
|
Balance as of May 1, 2016
|
|
19
|
|
|
130.42
|
|
|
1.95
|
|
|
Fiscal Quarter Ended
|
|
Two Fiscal Quarters Ended
|
||||||||||||
|
|
May 1,
2016 |
|
May 3,
2015 |
|
May 1,
2016 |
|
May 3,
2015 |
||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
||||||||
Wired infrastructure
|
|
$
|
2,060
|
|
|
$
|
382
|
|
|
$
|
2,446
|
|
|
$
|
729
|
|
Wireless communications
|
|
792
|
|
|
576
|
|
|
1,370
|
|
|
1,240
|
|
||||
Enterprise storage
|
|
525
|
|
|
467
|
|
|
1,203
|
|
|
953
|
|
||||
Industrial & other
|
|
164
|
|
|
189
|
|
|
293
|
|
|
327
|
|
||||
Total net revenue
|
|
$
|
3,541
|
|
|
$
|
1,614
|
|
|
$
|
5,312
|
|
|
$
|
3,249
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Wired infrastructure
|
|
$
|
819
|
|
|
$
|
120
|
|
|
$
|
954
|
|
|
$
|
215
|
|
Wireless communications
|
|
181
|
|
|
264
|
|
|
446
|
|
|
586
|
|
||||
Enterprise storage
|
|
217
|
|
|
177
|
|
|
526
|
|
|
363
|
|
||||
Industrial & other
|
|
91
|
|
|
109
|
|
|
154
|
|
|
165
|
|
||||
Unallocated expenses
|
|
(2,309
|
)
|
|
(252
|
)
|
|
(2,606
|
)
|
|
(510
|
)
|
||||
Total operating income (loss)
|
|
$
|
(1,001
|
)
|
|
$
|
418
|
|
|
$
|
(526
|
)
|
|
$
|
819
|
|
|
|
Fiscal Quarter Ended
|
|
Two Fiscal Quarters Ended
|
||||||||||||
|
|
May 1,
2016 |
|
May 3,
2015 |
|
May 1,
2016 |
|
May 3,
2015 |
||||||||
Total net revenue
|
|
$
|
90
|
|
|
$
|
48
|
|
|
$
|
129
|
|
|
$
|
91
|
|
Total costs and expenses including inventory purchases
|
|
24
|
|
|
27
|
|
|
37
|
|
|
47
|
|
|
|
May 1,
2016 |
|
November 1,
2015 |
||||
Total receivables
|
|
$
|
19
|
|
|
$
|
7
|
|
Total payables
|
|
6
|
|
|
4
|
|
|
|
|
|
Fiscal Year
|
|
|
||||||||||||||||||||||||||
|
|
Total
|
|
2016 (remainder)
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||||||
Debt principal, interest and fees
|
|
$
|
18,595
|
|
|
$
|
447
|
|
|
$
|
890
|
|
|
$
|
890
|
|
|
$
|
1,102
|
|
|
$
|
2,615
|
|
|
$
|
2,311
|
|
|
$
|
10,340
|
|
Purchase commitments
|
|
1,637
|
|
|
1,579
|
|
|
39
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Other contractual commitments
|
|
304
|
|
|
77
|
|
|
110
|
|
|
72
|
|
|
37
|
|
|
6
|
|
|
2
|
|
|
—
|
|
||||||||
Operating lease obligations
|
|
498
|
|
|
72
|
|
|
136
|
|
|
109
|
|
|
62
|
|
|
43
|
|
|
18
|
|
|
58
|
|
||||||||
|
|
$
|
21,034
|
|
|
$
|
2,175
|
|
|
$
|
1,175
|
|
|
$
|
1,090
|
|
|
$
|
1,201
|
|
|
$
|
2,664
|
|
|
$
|
2,331
|
|
|
$
|
10,398
|
|
|
|
Employee Termination Costs
|
|
Leases and Other Exit Costs
|
|
Total
|
||||||
Balance as of November 1, 2015
|
|
$
|
13
|
|
|
$
|
13
|
|
|
$
|
26
|
|
Liabilities assumed from acquisition
|
|
2
|
|
|
13
|
|
|
15
|
|
|||
Restructuring charges
(a)
|
|
307
|
|
|
4
|
|
|
311
|
|
|||
Utilization
|
|
(193
|
)
|
|
(14
|
)
|
|
(207
|
)
|
|||
Balance as of May 1, 2016
(b)
|
|
$
|
129
|
|
|
$
|
16
|
|
|
$
|
145
|
|
•
|
Our cash and cash equivalents were
$2,041 million
at
May 1, 2016
, compared with
$1,822 million
at
November 1, 2015
.
|
•
|
We generated
$1,096 million
of cash from operations during the
two fiscal quarters
ended
May 1, 2016
.
|
•
|
We paid aggregate cash dividends on our ordinary shares of
$315 million
, and the Partnership made aggregate distributions of $11 million on its Partnership REUs during the
two fiscal quarters
ended
May 1, 2016
.
|
|
Fiscal Quarter Ended
|
||||||||||||
|
May 1,
2016 |
|
May 3,
2015 |
|
May 1,
2016 |
|
May 3,
2015 |
||||||
|
(In millions)
|
|
(As a percentage of net revenue)
|
||||||||||
Statements of Operations Data:
|
|
|
|
|
|
|
|
||||||
Net revenue
|
$
|
3,541
|
|
|
$
|
1,614
|
|
|
100
|
%
|
|
100
|
%
|
Cost of products sold:
|
|
|
|
|
|
|
|
||||||
Cost of products sold
|
1,437
|
|
|
654
|
|
|
40
|
|
|
41
|
|
||
Purchase accounting effect on inventory
|
828
|
|
|
—
|
|
|
23
|
|
|
—
|
|
||
Amortization of intangible assets
|
198
|
|
|
113
|
|
|
6
|
|
|
7
|
|
||
Restructuring charges
|
32
|
|
|
1
|
|
|
1
|
|
|
—
|
|
||
Total cost of products sold
|
2,495
|
|
|
768
|
|
|
70
|
|
|
48
|
|
||
Gross margin
|
1,046
|
|
|
846
|
|
|
30
|
|
|
52
|
|
||
Research and development
|
787
|
|
|
251
|
|
|
22
|
|
|
15
|
|
||
Selling, general and administrative
|
238
|
|
|
108
|
|
|
7
|
|
|
7
|
|
||
Amortization of intangible assets
|
735
|
|
|
59
|
|
|
21
|
|
|
3
|
|
||
Restructuring, impairment and disposal charges
|
287
|
|
|
10
|
|
|
8
|
|
|
1
|
|
||
Total operating expenses
|
2,047
|
|
|
428
|
|
|
58
|
|
|
26
|
|
||
Operating income (loss)
|
$
|
(1,001
|
)
|
|
$
|
418
|
|
|
(28
|
)%
|
|
26
|
%
|
|
|
Fiscal Quarter Ended
|
|
Two Fiscal Quarters Ended
|
||||||||||||||||||||||||||
Net Revenue
|
|
May 1, 2016
|
|
May 3, 2015
|
|
$ Change
|
|
% Change
|
|
May 1, 2016
|
|
May 3, 2015
|
|
$ Change
|
|
% Change
|
||||||||||||||
Wired infrastructure
|
|
$
|
2,060
|
|
|
$
|
382
|
|
|
$
|
1,678
|
|
|
439
|
%
|
|
$
|
2,446
|
|
|
$
|
729
|
|
|
$
|
1,717
|
|
|
236
|
%
|
Wireless communications
|
|
792
|
|
|
576
|
|
|
216
|
|
|
38
|
|
|
1,370
|
|
|
1,240
|
|
|
130
|
|
|
10
|
|
||||||
Enterprise storage
|
|
525
|
|
|
467
|
|
|
58
|
|
|
12
|
|
|
1,203
|
|
|
953
|
|
|
250
|
|
|
26
|
|
||||||
Industrial & other
|
|
164
|
|
|
189
|
|
|
(25
|
)
|
|
(13
|
)
|
|
293
|
|
|
327
|
|
|
(34
|
)
|
|
(10
|
)
|
||||||
Total net revenue
|
|
$
|
3,541
|
|
|
$
|
1,614
|
|
|
$
|
1,927
|
|
|
119
|
|
|
$
|
5,312
|
|
|
$
|
3,249
|
|
|
$
|
2,063
|
|
|
63
|
|
|
|
Fiscal Quarter Ended
|
|
Two Fiscal Quarters Ended
|
||||
% of Net Revenue
|
|
May 1, 2016
|
|
May 3, 2015
|
|
May 1, 2016
|
|
May 3, 2015
|
Wired infrastructure
|
|
58%
|
|
23%
|
|
46%
|
|
23%
|
Wireless communications
|
|
22
|
|
36
|
|
26
|
|
38
|
Enterprise storage
|
|
15
|
|
29
|
|
23
|
|
29
|
Industrial & other
|
|
5
|
|
12
|
|
5
|
|
10
|
Total net revenue
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|
Fiscal Quarter Ended
|
|
Two Fiscal Quarters Ended
|
||||||||||||||||||||||||||
Operating Income
|
|
May 1, 2016
|
|
May 3, 2015
|
|
Change
|
|
% Change
|
|
May 1, 2016
|
|
May 3, 2015
|
|
Change
|
|
% Change
|
||||||||||||||
Wired infrastructure
|
|
$
|
819
|
|
|
$
|
120
|
|
|
$
|
699
|
|
|
583
|
%
|
|
$
|
954
|
|
|
$
|
215
|
|
|
$
|
739
|
|
|
344
|
%
|
Wireless communications
|
|
181
|
|
|
264
|
|
|
(83
|
)
|
|
(31
|
)
|
|
446
|
|
|
586
|
|
|
(140
|
)
|
|
(24
|
)
|
||||||
Enterprise storage
|
|
217
|
|
|
177
|
|
|
40
|
|
|
23
|
|
|
526
|
|
|
363
|
|
|
163
|
|
|
45
|
|
||||||
Industrial & other
|
|
91
|
|
|
109
|
|
|
(18
|
)
|
|
(17
|
)
|
|
154
|
|
|
165
|
|
|
(11
|
)
|
|
(7
|
)
|
||||||
Unallocated expenses
|
|
(2,309
|
)
|
|
(252
|
)
|
|
(2,057
|
)
|
|
816
|
|
|
(2,606
|
)
|
|
(510
|
)
|
|
(2,096
|
)
|
|
411
|
|
||||||
Total operating income (loss)
|
|
$
|
(1,001
|
)
|
|
$
|
418
|
|
|
$
|
(1,419
|
)
|
|
(339
|
)
|
|
$
|
(526
|
)
|
|
$
|
819
|
|
|
$
|
(1,345
|
)
|
|
(164
|
)
|
|
Two Fiscal Quarters Ended
|
||||||
|
May 1,
2016 |
|
May 3,
2015 |
||||
Net cash provided by operating activities
|
$
|
1,096
|
|
|
$
|
1,144
|
|
Net cash provided by (used in) investing activities
|
(10,292
|
)
|
|
365
|
|
||
Net cash provided by (used in) financing activities
|
9,415
|
|
|
(605
|
)
|
||
Net change in cash and cash equivalents
|
$
|
219
|
|
|
$
|
904
|
|
|
|
Balances at
|
|
Balances acquired and assumed from BRCM on
|
|
Balances at
|
|
Non-BRCM acquisition
|
||||||||
|
|
November 1,
2015 |
|
February 1,
2016 |
|
May 1,
2016 |
|
Increase (Decrease)
|
||||||||
Trade accounts receivable, net
|
|
$
|
1,019
|
|
|
$
|
669
|
|
|
$
|
1,857
|
|
|
$
|
169
|
|
Inventory
|
|
524
|
|
|
1,853
|
|
|
1,467
|
|
|
(910
|
)
|
||||
Assets held-for-sale
|
|
22
|
|
|
833
|
|
|
842
|
|
|
(13
|
)
|
||||
Other current assets
|
|
372
|
|
|
194
|
|
|
480
|
|
|
(86
|
)
|
||||
Other long-term assets
|
|
345
|
|
|
121
|
|
|
514
|
|
|
48
|
|
||||
Accounts payable
|
|
617
|
|
|
559
|
|
|
985
|
|
|
(191
|
)
|
||||
Employee compensation and benefits
|
|
250
|
|
|
104
|
|
|
303
|
|
|
(51
|
)
|
||||
Other current liabilities
|
|
206
|
|
|
791
|
|
|
1,019
|
|
|
22
|
|
||||
Other long-term liabilities
|
|
381
|
|
|
10,617
|
|
|
10,855
|
|
|
(143
|
)
|
•
|
demonstrating to customers of Avago and BRCM that our new combined organizational structure will not adversely affect our ability to address the needs of customers or result in the loss of attention or business focus;
|
•
|
consolidating and integrating information technology, corporate, finance and administrative infrastructures;
|
•
|
coordinating and integrating independent research and development and engineering teams across technologies and product platforms to enhance product development while reducing costs;
|
•
|
managing effectively an expanded board and management structure;
|
•
|
coordinating sales and marketing efforts to effectively position our capabilities and the direction of product development;
|
•
|
coordinating and integrating our international operations;
|
•
|
integrating employees and related HR systems and benefits, maintaining employee morale and retaining key employees;
|
•
|
servicing the substantial debt we incurred in connection with Broadcom Transaction;
|
•
|
managing effectively any divestitures of the BRCM businesses;
|
•
|
integrating financial forecasting and controls, procedures and reporting cycles, including integration of the BRCM businesses onto our enterprise resource planning system; and
|
•
|
minimizing the diversion of management attention from important business objectives.
|
•
|
our ability to successfully and timely integrate, and realize the benefits of, our recent acquisitions, including BRCM, and any other significant acquisitions we may make;
|
•
|
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;
|
•
|
changes in our product mix or customer mix and their effect on our gross margin;
|
•
|
seasonality or cyclical fluctuations in our markets;
|
•
|
the timing of receipt, reduction or cancellation of significant orders by customers;
|
•
|
fluctuations in the levels of component inventories held by our customers;
|
•
|
customer concentration and the gain or loss of significant customers;
|
•
|
utilization of our internal manufacturing facilities;
|
•
|
fluctuations in manufacturing yields;
|
•
|
the timing of acquisitions or dispositions of, or making and exiting investments in, other entities, businesses or technologies;
|
•
|
fluctuations in interest rates, as our 2016 Term Loans bear interest at a floating rate;
|
•
|
fluctuations in currency exchange rates, particularly to the extent we do not hedge our indebtedness denominated in Euro;
|
•
|
our ability to develop, introduce and market new products and technologies on a timely basis;
|
•
|
the timing and extent of our non-product revenue, such as product development revenue and royalty and other payments from IP sales and licensing arrangements;
|
•
|
new product announcements and introductions by us or our competitors;
|
•
|
timing and amount of research and development and related new product expenditures, and the timing of receipt of any research and development grant monies;
|
•
|
significant warranty claims, including those not covered by our suppliers or our insurers;
|
•
|
availability and cost of raw materials from our suppliers;
|
•
|
IP disputes and associated litigation expense;
|
•
|
loss of key personnel or the shortage of available skilled workers;
|
•
|
the effects of competitive pricing pressures, including decreases in average selling prices of our products; and
|
•
|
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.
|
•
|
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;
|
•
|
inaccurate capacity forecasting of our manufacturing needs;
|
•
|
product and manufacturing costs that are higher than anticipated;
|
•
|
reduced control over product reliability, quality, manufacturing yields and delivery schedules;
|
•
|
difficulties in obtaining insurance to fully cover all business interruption risk in respect of our suppliers;
|
•
|
more complicated supply chains; and
|
•
|
time, expense and uncertainty in identifying and qualifying additional or replacement manufacturers and suppliers.
|
•
|
cease the manufacture, use or sale of the infringing products, processes or technology and/or make changes to our processes or products;
|
•
|
pay substantial damages for past, present and future use of the infringing technology;
|
•
|
expend significant resources to develop non-infringing technology;
|
•
|
license technology from the third-party claiming infringement, which license may not be available on commercially reasonable terms, or at all;
|
•
|
enter into cross-licenses with our competitors, which could weaken our overall IP portfolio and our ability to compete in particular product categories;
|
•
|
indemnify our customers or distributors;
|
•
|
pay substantial damages to our direct or end customers to discontinue use or replace infringing technology with non-infringing technology; or
|
•
|
relinquish IP rights associated with one or more of our patent claims, if such claims are held invalid or otherwise unenforceable.
|
•
|
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;
|
•
|
our IP rights will provide competitive advantages to us;
|
•
|
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;
|
•
|
any of our pending or future patent, trademark or copyright applications will be issued or have the coverage originally sought;
|
•
|
our IP rights will be enforced in certain jurisdictions where competition may be intense or where legal protection may be weak; or
|
•
|
we have sufficient IP rights to protect our products or our business.
|
•
|
jurisdictional mix of our income and assets, and the resulting tax effects of differing tax rates in different countries;
|
•
|
repatriation of earnings;
|
•
|
changes in the allocation of income and expenses, including adjustments related to changes in our corporate structure, acquisitions or tax law;
|
•
|
tax effects of increases in non-deductible employee compensation;
|
•
|
changes in transfer pricing regulations;
|
•
|
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;
|
•
|
changes in accounting rules or principles and in the valuation of deferred tax assets and liabilities;
|
•
|
outcomes of income tax audits; and
|
•
|
expiration or lapses of tax credits or incentives.
|
•
|
changes in political, regulatory, legal or economic conditions;
|
•
|
restrictive governmental actions, such as restrictions on the transfer or repatriation of funds and foreign investments and trade protection measures, including export restrictions, export duties and quotas, and customs duties and tariffs;
|
•
|
disruptions of capital and trading markets;
|
•
|
changes in import or export licensing requirements and the companies required to comply with such requirements;
|
•
|
transportation delays;
|
•
|
civil disturbances or political instability;
|
•
|
geopolitical turmoil, including terrorism, war or political or military coups;
|
•
|
changes in labor standards;
|
•
|
limitations on our ability under local laws to protect our IP;
|
•
|
nationalization of businesses and expropriation of assets;
|
•
|
changes in tax laws;
|
•
|
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
|
•
|
difficulty in obtaining product distribution and support.
|
•
|
changes in environmental or health and safety laws or regulations;
|
•
|
the manner in which environmental or health and safety laws or regulations will be enforced, administered or interpreted;
|
•
|
our ability to enforce and collect under indemnity agreements and insurance policies relating to environmental liabilities; or
|
•
|
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.
|
•
|
increasing our vulnerability to adverse general economic and industry conditions;
|
•
|
exposing us to interest rate risk to the extent of our variable rate indebtedness, and we do not typically hedge against changes in interest rates;
|
•
|
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;
|
•
|
limiting our flexibility in planning for, or reacting to, changes in the economy and the semiconductor industry;
|
•
|
placing us at a competitive disadvantage compared to our competitors with less indebtedness;
|
•
|
exposing us to currency exchange rate risk to the extent we do not hedge our indebtedness denominated in Euro; and
|
•
|
making it more difficult to borrow additional funds in the future to fund growth, acquisitions, working capital, capital expenditures and other purposes.
|
•
|
incur additional indebtedness and issue preferred or redeemable shares;
|
•
|
incur or create liens;
|
•
|
consolidate, merge or transfer all or substantially all of their assets;
|
•
|
make investments, acquisitions, loans or advances or guarantee indebtedness;
|
•
|
transfer or sell certain assets;
|
•
|
pay dividends or make other distributions on, redeem or repurchase shares or make other restricted payments;
|
•
|
engage in transactions with affiliates; and
|
•
|
prepay certain other indebtedness.
|
•
|
actual or anticipated fluctuations in our financial condition and operating results;
|
•
|
issuance of new or updated research or reports by securities analysts;
|
•
|
fluctuations in the valuation and results of operations of our significant customers as well as companies perceived by investors to be comparable to us;
|
•
|
announcements of proposed acquisitions by us or our competitors;
|
•
|
announcements of, or expectations of additional debt or equity financing efforts;
|
•
|
share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; and
|
•
|
changes in our dividend or share repurchase policies.
|
|
BROADCOM LIMITED
|
||
|
By:
|
/s/ Thomas H. Krause, Jr.
|
|
|
|
Thomas H. Krause, Jr.
|
|
|
|
Acting Chief Financial Officer and Vice President, Corporate Development
|
|
|
|
|
Incorporated by Reference Herein
|
|
|
|||
Exhibit Number
|
|
Description
|
|
Form
|
|
Filing Date
|
|
Filed Herewith
|
|
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., Avago Technologies Limited, 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
|
|
|
Constitution of Broadcom Limited
|
|
Broadcom Limited Current Report on Form 8-K12B (Commission File No. 001-37690).
|
|
February 2, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
|
Amended and Restated Exempted Limited Partnership Agreement of Broadcom Cayman L.P. (f/k/a Safari Cayman L.P.), dated February 1, 2016
|
|
Broadcom Limited Current Report on Form 8-K12B (Commission File No. 001-37690)
|
|
February 2, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
3.3
|
|
|
Voting Trust Agreement, dated as of February 1, 2016, by and among Broadcom Limited, Broadcom Cayman L.P. and Computershare Trust Company, N.A., as Trustee
|
|
Broadcom Limited Current Report on Form 8-K12B (Commission File No. 001-37690)
|
|
February 2, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
|
Form of Specimen Share Certificate for Registrant’s Ordinary Shares.
|
|
Broadcom Limited Registration Statement on Form S-3 (Commission File No. 333-209923)
|
|
March 4, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference Herein
|
|
|
|||
Exhibit Number
|
|
Description
|
|
Form
|
|
Filing Date
|
|
Filed Herewith
|
|
4.2
|
|
|
Indenture, dated as of May 6, 2014, between Avago Technologies Limited and U.S. Bank National Association as Trustee, related to 2.0% 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, related to 2.0% Convertible Senior Notes due 2021 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
|
|
|
Form of Indemnification Agreement (Directors) (effective June 1, 2016)
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
10.2
|
|
|
Form of Indemnification Agreement (Officers) (effective June 1, 2016)
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
10.3
|
|
|
Form of Indemnification Agreement (Directors) (effective February 1, 2016)
|
|
Broadcom Limited Current Report on Form 8-K12B (Commission File No. 001-37690)
|
|
February 2, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
10.4
|
|
|
Form of Indemnification Agreement (Officers) (effective February 1, 2016)
|
|
Broadcom Limited Current Report on Form 8-K12B (Commission File No. 001-37690)
|
|
February 2, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
10.5
|
|
|
Form of Indemnification Agreement (Directors) (effective prior to February 1, 2016)
|
|
Avago Technologies Limited Quarterly Report on Form 10-Q (Commission File No. 001-34428).
|
|
September 13, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
10.6
|
|
|
Form of Indemnification Agreement (Officers) (effective prior to February 1, 2016)
|
|
Avago Technologies Finance Pte. Ltd. Amendment No. 1 to Annual Report on Form 20-F/A (Commission File No. 333-137664)
|
|
February 27, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
10.7
|
|
|
Credit Agreement, dated as of February 1, 2016, by and among Avago Technologies Cayman Holdings Ltd., Avago Technologies Cayman Finance Limited, BC Luxembourg S.à r.l., the lenders named therein, and Bank of America, N.A., as administrative agent.
|
|
Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)
|
|
February 2, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
10.8
|
|
|
First Incremental Term A Facility Amendment, dated as of April 1, 2016, to the Credit Agreement among Avago Technologies Cayman Holdings Ltd., Avago Technologies Cayman Finance Limited, BC Luxembourg S.à r.l. and the additional Term A lender.
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference Herein
|
|
|
|||
Exhibit Number
|
|
Description
|
|
Form
|
|
Filing Date
|
|
Filed Herewith
|
|
10.9
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
10.10
|
|
|
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.
|
|
Avago Technologies Limited Registration Annual Report on Form 10-K (Commission File No. 001-33428)
|
|
December 17, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
10.11
|
|
|
Amendment No. 3 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.
|
|
Broadcom Limited Quarterly Report on Form 10-Q (Commission File No. 001-37690)
|
|
March 10, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
10.12
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
10.13
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
10.14
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
10.15
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference Herein
|
|
|
|||
Exhibit Number
|
|
Description
|
|
Form
|
|
Filing Date
|
|
Filed Herewith
|
|
10.16
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
10.17
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
10.18
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
10.19
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
10.20
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
10.21
|
|
|
Lease Agreement dated May 18, 2000 between M-D Downtown Sunnyvale, LLC and the registrant
|
|
Broadcom Corporation Annual Report on Form 10-K (Commission File No. 000-23993)
|
|
March 31, 2003
|
|
|
|
|
|
|
|
|
|
|
|
|
10.22
|
|
|
Amendment dated September 30, 2005 to Lease Agreement dated May 18, 2000 between M-D Downtown Sunnyvale, LLC and Broadcom Corporation
|
|
Broadcom Corporation Annual Report on Form 10-K (Commission File No. 000-23993)
|
|
February 4, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
10.23
|
|
|
Second Amendment dated October 15, 2010 to Lease Agreement dated May 18, 2000 between M-D Downtown Sunnyvale, LLC and Broadcom Corporation
|
|
Broadcom Corporation Annual Report on Form 10-K (Commission File No. 000-23993)
|
|
February 2, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
10.24*
|
|
|
Lease Agreement dated December 29, 2004 between Irvine Commercial Property Company and Broadcom Corporation
|
|
Broadcom Corporation Annual Report on Form 10-K (Commission File No. 000-23993)
|
|
March 1, 2005
|
|
|
|
|
|
|
Incorporated by Reference Herein
|
|
|
|||
Exhibit Number
|
|
Description
|
|
Form
|
|
Filing Date
|
|
Filed Herewith
|
|
|
|
|
|
|
|
|
|
|
|
10.25
|
|
|
First Amendment, Second Amendment, and Third Amendment dated June 7, 2005, April 9, 2007 and April 9, 2007, respectively, to Lease dated December 29, 2004 between Irvine Commercial Property Company LLC and Broadcom Corporation
|
|
Broadcom Corporation Quarterly Report on Form 10-Q (Commission File No. 000-23993)
|
|
October 24, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
10.26
|
|
|
Fourth Amendment dated November 19, 2007 to Lease dated December 29, 2004 between Irvine Commercial Property Company LLC and Broadcom Corporation
|
|
Broadcom Corporation Annual Report on Form 10-K (Commission File No. 000-23993)
|
|
January 28, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
10.27
|
|
|
Fifth Amendment dated February 26, 2013 to Lease dated December 29, 2004 between The Irvine Company LLC and Broadcom Corporation
|
|
Broadcom Corporation Annual Report on Form 10-K (Commission File No. 000-23993)
|
|
January 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
10.28
|
|
|
Sixth Amendment dated May 22, 2014 to Lease dated December 29, 2004 between The Irvine Company LLC and Broadcom Corporation
|
|
Broadcom Corporation Annual Report on Form 10-K (Commission File No. 000-23993)
|
|
January 29, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
10.29
|
|
|
Lease Agreement dated October 31, 2007 between Irvine Commercial Property Company LLC and Broadcom Corporation
|
|
Broadcom Corporation Annual Report on Form 10-K (Commission File No. 000-23993)
|
|
January 28, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
10.30
|
|
|
First Amendment dated November 12, 2008 to Lease Agreement dated October 31, 2007 between Irvine Commercial Property Company LLC and Broadcom Corporation
|
|
Broadcom Corporation Annual Report on Form 10-K (Commission File No. 000-23993)
|
|
February 4, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
10.31
|
|
|
Second Amendment, Third Amendment, and Fourth Amendment dated July 30, 2010, September 14, 2010 and November 15, 2010, respectively, to Lease Agreement dated October 31, 2007 between Irvine Commercial Property Company LLC and Broadcom Corporation
|
|
Broadcom Corporation Annual Report on Form 10-K (Commission File No. 000-23993)
|
|
February 2, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
10.32
|
|
|
Fifth and Sixth Amendment dated April 24, 2011 and August 2, 2011, respectively to Lease Agreement dated October 31, 2007 between Irvine Commercial Property Company LLC and Broadcom Corporation
|
|
Broadcom Corporation Annual Report on Form 10-K (Commission File No. 000-23993)
|
|
February 1, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
10.33
|
|
|
Seventh Amendment dated June 28, 2012 to Lease Agreement dated October 31, 2007 between Irvine Commercial Property Company LLC and Broadcom Corporation
|
|
Broadcom Corporation Annual Report on Form 10-K (Commission File No. 000-23993)
|
|
January 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
10.34
|
|
|
Eighth Amendment dated February 26, 2013 to Lease Agreement dated October 31, 2007 between The Irvine Company LLC and Broadcom Corporation
|
|
Broadcom Corporation Annual Report on Form 10-K (Commission File No. 000-23993)
|
|
January 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference Herein
|
|
|
|||
Exhibit Number
|
|
Description
|
|
Form
|
|
Filing Date
|
|
Filed Herewith
|
|
10.35
|
|
|
Ninth Amendment dated May 22, 2014 to Lease Agreement dated October 31, 2007 between The Irvine Company LLC and Broadcom Corporation
|
|
Broadcom Corporation Annual Report on Form 10-K (Commission File No. 000-23993)
|
|
January 29, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
10.36*
|
|
|
Settlement and Patent License and Non-Assert Agreement by and between Qualcomm Incorporated and Broadcom Corporation
|
|
Broadcom Corporation Current Report on Form 8-K/A (Commission File No. 000-23993)
|
|
July 23, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
10.37
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
10.38
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
10.39+
|
|
|
Avago Technologies Limited 2009 Equity Incentive Award Plan
|
|
Avago Technologies Limited Registration Statement on Form S-1 (Commission File No. 333-153127)
|
|
July 27, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
10.40+
|
|
|
Second Amended and Restated Broadcom Limited Employee Share Purchase Plan.
|
|
Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)
|
|
February 2, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
10.41+
|
|
|
Amended and Restated Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries
|
|
Avago Technologies Finance Pte. Ltd. Amendment No. 1 to Annual Report on Form 20-F/A (Commission File No. 333-137664)
|
|
February 27, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
10.42+
|
|
|
LSI Corporation 2003 Equity Incentive Plan
|
|
Avago Technologies Limited Registration Statement on Form S-8(Commission File No. 333-195741)
|
|
May 6, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
10.43+
|
|
|
Emulex Corporation 2005 Equity Incentive Plan
|
|
Avago Technologies Limited Registration Statement on Form S-8 (Commission File No. 333-203858)
|
|
May 5, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference Herein
|
|
|
|||
Exhibit Number
|
|
Description
|
|
Form
|
|
Filing Date
|
|
Filed Herewith
|
|
10.44+
|
|
|
Broadcom Corporation 2012 Stock Incentive Plan
|
|
Broadcom Corporation Annual Report on Form 10-K (Commission File No. 000-23993)
|
|
January 29, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
10.45+
|
|
|
Broadcom Corporation 1998 Stock Incentive Plan, as amended and restated November 11, 2010
|
|
Broadcom Corporation Annual Report on Form 10-K (Commission File No. 000-23993)
|
|
February 2, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
10.46+
|
|
|
Deferred Compensation Plan.
|
|
Amendment No. 2 to Avago Technologies Limited Registration Statement on Form S-1 (Commission File No. 333-153127)
|
|
July 2, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
10.47+
|
|
|
Form of Annual Bonus Plan for Executive Employees.
|
|
Avago Technologies Limited Quarterly Report on Form 10-K (Commission File No. 001-34428)
|
|
December 17, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
10.48+
|
|
|
Broadcom Corporation Amended and Restated Restricted Stock Units Incentive Award Program
|
|
Broadcom Corporation Quarterly Report on Form 10-Q (Commission File No. 000-23993)
|
|
April 24, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
10.49+
|
|
|
Amendment to Broadcom Corporation Amended and Restated Restricted Stock Units Incentive Award Program
|
|
Broadcom Corporation Quarterly Report on Form 10-Q (Commission File No. 000-23993)
|
|
July 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
10.50+
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
10.51+
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
10.52+
|
|
|
Form of Restricted Share Unit Agreement (Sell to Cover) Under Avago Technologies Limited 2009 Equity Incentive Award Plan (effective February 1, 2016).
|
|
Broadcom Limited Quarterly Report on Form 10-Q (Commission File No. 001-37690)
|
|
March 10, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
10.53+
|
|
|
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
|
|
|
|
|
|
|
Incorporated by Reference Herein
|
|
|
|||
Exhibit Number
|
|
Description
|
|
Form
|
|
Filing Date
|
|
Filed Herewith
|
|
|
|
|
|
|
|
|
|
|
|
10.54+
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
10.55+
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
10.56+
|
|
|
Form of Restricted Stock Unit Award Agreement under LSI Corporation 2003 Equity Incentive Plan, as amended (effective February 1, 2016).
|
|
Broadcom Limited Quarterly Report on Form 10-Q (Commission File No. 001-37690)
|
|
March 10, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
10.57+
|
|
|
Form of Restricted Stock Unit Issuance Agreement for executive officers under the Broadcom Corporation 2012 Stock Incentive Plan (for RSUs governed by the RSU Incentive Award Program (3 year cliff vesting))
|
|
Broadcom Corporation Annual Report on Form 10-K (Commission File No. 000-23993)
|
|
January 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
10.58+
|
|
|
Form of Award Letter under the Broadcom Corporation Restricted Stock Units Incentive Award Program
|
|
Broadcom Corporation Quarterly Report on Form 10-Q (Commission File No. 000-23993)
|
|
April 24, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
10.59+
|
|
|
Form of Restricted Stock Unit Award Agreement under Broadcom Corporation 2012 Stock Incentive Plan (effective February 1, 2016).
|
|
Broadcom Limited Quarterly Report on Form 10-Q (Commission File No. 001-37690)
|
|
March 10, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
10.60+
|
|
|
Policy on Acceleration of Executive Staff Equity Awards in the Event of Death or Permanent Disability
|
|
Avago Technologies Limited Quarterly Report on Form 10-Q (Commission File No. 001-34428)
|
|
September 10, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
10.61+
|
|
|
Severance Benefit Agreement, dated January 23, 2014, by and 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
|
|
|
|
|
|
|
|
|
|
|
|
|
10.62+
|
|
|
Severance Benefit Agreement, dated January 24, 2014, by and 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
|
|
|
|
|
|
|
|
|
|
|
|
|
10.63+
|
|
|
Severance Benefit Agreement, dated June 3, 2015, by and between Avago Technologies Limited and Charlie Kawwas
|
|
Avago Technologies Limited Quarterly Report on Form 10-Q (Commission File No. 001-34428)
|
|
June 10, 2015
|
|
|
|
|
|
|
Incorporated by Reference Herein
|
|
|
|||
Exhibit Number
|
|
Description
|
|
Form
|
|
Filing Date
|
|
Filed Herewith
|
|
|
|
|
|
|
|
|
|
|
|
10.64+
|
|
|
Severance Benefit Agreement, dated January 30, 2014, by and between Avago Technologies Limited and Bryan T. Ingram
|
|
Avago Technologies Limited Quarterly Report on Form 10-Q (Commission File No. 001-34428)
|
|
March 13, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
10.65+
|
|
|
Severance Benefit Agreement, dated January 24, 2014, by and 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
|
|
|
|
|
|
|
|
|
|
|
|
|
10.66+*
|
|
|
Offer of Continuing Employment, dated October 15, 2015, by and between Avago Technologies Limited and Bryan T. Ingram
|
|
Avago Technologies Limited Annual Report on Form 10-K (Commission File No. 001-34428)
|
|
December 17, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
10.67+
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
10.68+
|
|
|
Offer of Continuing Employment, dated February 2, 2016, by and between Broadcom Limited and Henry Samueli
|
|
Broadcom Limited Quarterly Report on Form 10-Q (Commission File No. 001-37690)
|
|
March 10, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
|
XBRL Instance Document
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
|
XBRL Schema Document
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
|
XBRL Calculation Linkbase Document
|
|
|
|
|
|
X
|
|
|
|
|
Incorporated by Reference Herein
|
|
|
|||
Exhibit Number
|
|
Description
|
|
Form
|
|
Filing Date
|
|
Filed Herewith
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
|
XBRL Definition Linkbase Document
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
|
XBRL Labels Linkbase Document
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
|
XBRL Presentation Linkbase Document
|
|
|
|
|
|
X
|
#
|
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Broadcom Limited hereby undertakes to furnish supplementally copies of any omitted schedules upon request by the SEC.
|
+
|
Indicates a management contract or compensatory plan or arrangement.
|
*
|
Certain information omitted pursuant to a request for confidential treatment filed with the SEC.
|
AVAGO TECHNOLOGIES CAYMAN HOLDINGS LTD.,
as Holdings |
|
|
|
By:
|
|
|
/s/ Thomas H. Krause, Jr
|
|
Name: Thomas H. Krause, Jr.
|
|
Title: Director
|
AVAGO TECHNOLOGIES CAYMAN FINANCE LIMITED
as Borrower |
|
|
|
By:
|
|
|
/s/ Thomas H. Krause, Jr.
|
|
Name: Thomas H. Krause, Jr.
|
|
Title: Director
|
BC LUXEMBOURG S.À R.L., a private limited liability company (société à responsabilité limitée)
incorporated and existing under the laws of Luxembourg, Grand Duchy of Luxembourg, having its registered office at 3A, Sentier de l’Esperance, L-1474 Luxembourg, Grand-Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 201613 and with a share capital of US $20,000, as Borrower |
|
|
|
By:
|
|
|
/s/ Patricia H. McCall
|
|
Name: Patricia H. McCall
|
|
Title: Class A Manager
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Broadcom Limited;
|
2.
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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;
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3.
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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;
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4.
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The registrant’s other certifying officer 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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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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
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5.
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The registrant’s other certifying officer 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):
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a.
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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/ 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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I have reviewed this Quarterly Report on Form 10-Q of Broadcom Limited;
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2.
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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;
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3.
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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;
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4.
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The registrant’s other certifying officer 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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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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
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5.
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The registrant’s other certifying officer 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):
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a.
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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/ Thomas H. Krause, Jr.
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Thomas H. Krause, Jr.
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Acting Chief Financial Officer and Principal 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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June 9, 2016
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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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June 9, 2016
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/s/ Thomas H. Krause, Jr.
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Thomas H. Krause, Jr.
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Acting Chief Financial Officer and Principal Financial Officer
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