(MARK ONE)
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☑
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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 October 30, 2016
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OR
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☐
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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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State or Other Jurisdiction of Incorporation or Organization
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Exact Name of Registrant as Specified in Its Charter Address of Principal Executive Offices
Registrant’s telephone number, including area code
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Commission File Number
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IRS Employer Identification No.
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Singapore
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Broadcom Limited
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001-37690
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98-1254807
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1 Yishun Avenue 7
Singapore 768923
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(65) 6755-7888
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Cayman Islands
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Broadcom Cayman L.P.
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333-2025938
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98-1254815
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c/o/ Broadcom Limited 1 Yishun Avenue 7
Singapore 768923
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(65) 6755-7888
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Securities registered pursuant to Section 12(b) of the Act:
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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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Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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Broadcom Limited:
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Large accelerated filer
☑
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Accelerated filer
☐
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Non-accelerated filer
☐
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Smaller reporting company
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Broadcom Cayman L.P.:
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Large accelerated filer
☐
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Accelerated filer
☐
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Non-accelerated filer
☑
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Smaller reporting company
☐
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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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Enterprise Storage
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• Servers and storage systems
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• Serial attached small computer system interface (SAS) and Redundant Array of independent disks (RAID) controllers and adapters
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• Peripheral component interconnect express (PCIe) switches
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• Fibre channel host bus adapters (HBA)
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• Hard disk drives (HDD); Solid state drives (SSD)
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• Read channel based SoCs
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• Preamplifiers
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Industrial & Other
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• Power isolation, power conversion and renewable energy systems
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• Optocouplers
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• Factory automation, in-car infotainment and renewable energy systems
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• Industrial fiber optics
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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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• Light emitting diode (LEDs)
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consolidating and integrating information technology, corporate, finance and administrative infrastructures;
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coordinating and integrating our international operations;
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integrating employees and related HR systems and benefits, maintaining employee morale and retaining key employees;
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servicing the substantial debt we incurred in connection with Broadcom Transaction; and
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integrating financial forecasting and controls, procedures and reporting cycles, including integration of the BRCM businesses onto our enterprise resource planning system.
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our ability to successfully and timely integrate, and realize the benefits of acquisitions we may make;
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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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changes in our product mix or customer mix and their effect on our gross margin;
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seasonality or other fluctuations in our markets;
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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 and fluctuations in manufacturing yields;
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the timing of acquisitions or dispositions of, or making and exiting investments in, other entities, businesses or technologies;
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fluctuations in interest rates, as substantially all of our outstanding indebtedness bears interest at floating rates;
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fluctuations in currency exchange rates;
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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 revenue 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 and our cash flow in any quarter in which such an event occurs.
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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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reorganization or restructuring of our businesses, tangible and intangible assets, outstanding indebtedness and corporate structure;
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jurisdictional mix of our income and assets, 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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changes in transfer pricing rules or methods of applying these rules;
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changes in tax laws including, in Singapore, changes to the taxation of earnings of foreign subsidiaries, the deductibility of expenses attributable to income and foreign tax credit rules;
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tax effects of increases in non-deductible employee compensation;
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changes in tax 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 or geopolitical turmoil, including terrorism, war or political or military coups, or civil disturbances or political instability;
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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 restrictions, export duties and quotas, and customs duties and tariffs;
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disruptions of capital and trading markets and 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;
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difficulty in obtaining product distribution and support, and transportation delays;
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public health or safety concerns;
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nationalization of businesses and expropriation of assets; and
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changes in tax laws.
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increasing our vulnerability to adverse general economic and industry conditions;
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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;
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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; 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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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;
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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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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 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 ended October 30, 2016:
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First Quarter (ended February 1, 2016)
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$
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149.72
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$
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115.21
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Second Quarter (ended May 1, 2016)
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$
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159.65
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$
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114.25
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Third Quarter (ended July 31, 2016)
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$
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167.60
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$
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139.18
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Fourth Quarter (ended October 30, 2016)
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$
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179.42
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$
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158.75
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Fiscal Year 2016
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Fiscal Year 2015
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First Quarter
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$
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0.44
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$
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0.35
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Second Quarter
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$
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0.49
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$
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0.38
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Third Quarter
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$
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0.50
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$
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0.40
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Fourth Quarter
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$
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0.51
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$
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0.42
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October 30, 2011
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October 28, 2012
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November 3, 2013
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November 2, 2014
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November 1, 2015
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October 30, 2016
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Broadcom Limited
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$
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100.00
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$
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102.41
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$
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138.34
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$
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271.28
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$
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392.14
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$
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546.10
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S&P 500 Index
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$
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100.00
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$
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112.32
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$
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143.31
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$
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167.57
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$
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176.28
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$
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184.25
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PHLX Semiconductor Index
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$
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100.00
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$
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94.10
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$
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131.84
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$
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170.06
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$
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180.10
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$
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226.95
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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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October 30,
2016 |
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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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(In millions, except per share amounts)
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Statement of Operations Data:
(1)
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Net revenue
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$
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13,240
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$
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6,824
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$
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4,269
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$
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2,520
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$
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2,364
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Cost of products sold:
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Cost of products sold
(2)
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5,295
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2,750
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1,911
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1,251
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1,164
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Purchase accounting effect on inventory
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1,185
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30
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210
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9
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—
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Amortization of acquisition-related intangible assets
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763
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484
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249
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61
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56
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Restructuring charges
(3)
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57
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7
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22
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1
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2
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|||||
Total cost of products sold
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7,300
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3,271
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2,392
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1,322
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1,222
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Gross margin
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5,940
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3,553
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1,877
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1,198
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1,142
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Research and development
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2,674
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1,049
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695
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398
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335
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Selling, general and administrative
(2)
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806
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486
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407
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222
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|
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199
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Amortization of acquisition-related intangible assets
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1,873
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249
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197
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24
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21
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|||||
Restructuring, impairment and disposal charges
(3)
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996
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137
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140
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2
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5
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|||||
Total operating expenses
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6,349
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1,921
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1,439
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|
|
646
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|
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560
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|||||
Operating income (loss)
(4)
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(409
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)
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1,632
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|
|
438
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552
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|
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582
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|||||
Interest expense
(5)
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(585
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)
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(191
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)
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(110
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)
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(2
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)
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(1
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)
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Loss on extinguishment of debt
(6)
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(123
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)
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(10
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)
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—
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—
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—
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|||||
Other income, net
|
|
10
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36
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14
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18
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4
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|||||
Income (loss) from continuing operations before income taxes
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(1,107
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)
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|
1,467
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|
|
342
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|
|
568
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|
|
585
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|||||
Provision for income taxes
(7)
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|
642
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|
|
76
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|
|
33
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|
|
16
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|
|
22
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|
|||||
Income (loss) from continuing operations
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(1,749
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)
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|
1,391
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|
|
309
|
|
|
552
|
|
|
563
|
|
|||||
Loss from discontinued operations, net of income taxes
(8)
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|
(112
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)
|
|
(27
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)
|
|
(46
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)
|
|
—
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|
|
—
|
|
|||||
Net income (loss)
|
|
(1,861
|
)
|
|
1,364
|
|
|
263
|
|
|
552
|
|
|
563
|
|
|||||
Net loss attributable to noncontrolling interest
(9)
|
|
(122
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) attributable to ordinary shares
|
|
$
|
(1,739
|
)
|
|
$
|
1,364
|
|
|
$
|
263
|
|
|
$
|
552
|
|
|
$
|
563
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) per ordinary share (diluted):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Income (loss) per share from continuing operations
|
|
$
|
(4.57
|
)
|
|
$
|
4.95
|
|
|
$
|
1.16
|
|
|
$
|
2.19
|
|
|
$
|
2.25
|
|
Loss per share from discontinued operations
|
|
(0.29
|
)
|
|
(0.10
|
)
|
|
(0.17
|
)
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) per share
|
|
$
|
(4.86
|
)
|
|
$
|
4.85
|
|
|
$
|
0.99
|
|
|
$
|
2.19
|
|
|
$
|
2.25
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividend declared and paid per ordinary share
|
|
$
|
1.94
|
|
|
$
|
1.55
|
|
|
$
|
1.13
|
|
|
$
|
0.80
|
|
|
$
|
0.56
|
|
|
|
October 30,
2016 |
|
November 1,
2015 |
|
November 2,
2014 |
|
November 3,
2013 |
|
October 28,
2012 |
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Balance Sheet Data (at end of period):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
(10)
|
|
$
|
3,097
|
|
|
$
|
1,822
|
|
|
$
|
1,604
|
|
|
$
|
985
|
|
|
$
|
1,084
|
|
Total assets
|
|
$
|
49,966
|
|
|
$
|
10,515
|
|
|
$
|
10,376
|
|
|
$
|
3,415
|
|
|
$
|
2,862
|
|
Debt and capital lease
|
|
$
|
13,642
|
|
|
$
|
3,872
|
|
|
$
|
5,395
|
|
|
$
|
2
|
|
|
$
|
3
|
|
Total shareholders' equity
|
|
$
|
21,876
|
|
|
$
|
4,714
|
|
|
$
|
3,243
|
|
|
$
|
2,886
|
|
|
$
|
2,419
|
|
|
|
October 30,
2016 |
|
November 1,
2015 |
|
November 2,
2014 |
|
November 3,
2013 |
|
October 28,
2012 |
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
(In millions, except per share amounts)
|
||||||||||||||||||
Partnership Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
General Partner's interest in net loss
|
|
$
|
(2,116
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Limited Partners' interest in net loss
|
|
$
|
(122
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net income attributable to ordinary shareholders
|
|
$
|
377
|
|
|
$
|
1,364
|
|
|
$
|
263
|
|
|
$
|
552
|
|
|
$
|
563
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash distribution paid per restricted exchangeable partnership unit
|
|
$
|
1.50
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash distribution paid to General Partner
|
|
$
|
594
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Dividends declared and paid per share
|
|
$
|
0.44
|
|
|
$
|
1.55
|
|
|
$
|
1.13
|
|
|
$
|
0.80
|
|
|
$
|
0.56
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total partners’ capital/shareholders’ equity
|
|
$
|
21,876
|
|
|
$
|
4,714
|
|
|
$
|
3,243
|
|
|
$
|
2,886
|
|
|
$
|
2,419
|
|
(1)
|
On February 1, 2016, we acquired BRCM for total consideration of approximately
$35.7 billion
. 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 $6.5 billion. 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, resulting in a significant change in our statement of operations and balance sheet data for fiscal years
2016
,
2015
and
2014
as compared to prior years.
|
(2)
|
We incurred acquisition-related costs of
$139 million
,
$74 million
and $74 million in fiscal years
2016
,
2015
and
2014
, respectively, of which
$138 million
,
$71 million
and $67 million were presented as part of operating expenses in fiscal years
2016
,
2015
and
2014
, respectively, and the remainder was presented as part of cost of products sold.
|
(3)
|
Fiscal years
2016
,
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 BRCM, Emulex, LSI and PLX.
|
(4)
|
Includes share-based compensation expense of
$664 million
,
$232 million
,
$153 million
,
$77 million
and
$53 million
for fiscal years
2016
,
2015
,
2014
,
2013
and
2012
, respectively. Share-based compensation expense for fiscal years 2016, 2015 and 2014 includes the impact of equity awards assumed as part of the BRCM, 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.
|
(5)
|
Interest expense in fiscal year 2016 includes contractual interest, debt modification and ticking fees related to financing the Broadcom Merger. Interest expense for fiscal years 2015 and 2014 includes interest on the 2.0% Convertible Senior Notes due 2021.
|
(6)
|
Loss on extinguishment of debt during fiscal year
2016
was due to the repayment of certain indebtedness in connection with our Broadcom Merger.
|
(7)
|
Our provision for income taxes fluctuates based on the jurisdictional mix of income.
|
(8)
|
Beginning on February 1, 2016, we classified certain BRCM businesses as discontinued operations and sold these businesses during fiscal year 2016 for a gain of $36 million. During fiscal year 2015, we classified the Emulex network visibility product business as discontinued operations and sold this business for a loss of $28 million. Beginning in fiscal year 2014, we classified the LSI Flash business and the LSI Axxia networking business as discontinued operations. We sold the LSI Flash business in fiscal year 2014 for a gain of $18 million and the LSI Axxia networking business in fiscal year 2015 for a gain of $14 million.
|
(9)
|
As a result of Broadcom’s controlling interest in the Partnership, we consolidate the financial results of the Partnership and present a noncontrolling interest for the portion of the Partnership it does not own in our consolidated financial statements. Net loss attributable to noncontrolling interest on the consolidated statements of operations represents the portion of loss attributable to the economic interest in the Partnership owned by the Limited Partners.
|
(10)
|
Cash and cash equivalents balances are the same for Broadcom and the Partnership for all periods presented except for the balance at October 30, 2016. The Partnership’s balance of cash and cash equivalents at October 30, 2016 was
$3.0 billion
. The difference between the balances is a result of the timing of capital contributions from Broadcom to the Partnership.
|
•
|
general economic and market conditions in the semiconductor industry and in our target markets;
|
•
|
our ability to define specifications for, develop or acquire, complete, introduce and market, new products and technologies in a cost-effective and timely manner;
|
•
|
the timing, rescheduling or cancellation of expected customer orders;
|
•
|
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
|
•
|
the qualification, availability and pricing of competing products and technologies and the resulting effects on sales and pricing of our products.
|
•
|
Our cash and cash equivalents were
$3.1 billion
at
October 30, 2016
, compared with
$1.8 billion
at
November 1, 2015
.
|
•
|
We generated
$3.4 billion
of cash from operations during fiscal year
2016
.
|
•
|
Broadcom paid aggregate cash dividends on its ordinary shares of
$716 million
, and the Partnership made aggregate distributions of
$34 million
on its Partnership REUs during fiscal year
2016
.
|
•
|
As a result of our acquisition of BRCM, our outstanding debt increased by $11.7 billion, which we have reduced by $2 billion through cash generated from operations and the sale of non-core BRCM businesses noted above since the Acquisition Date.
|
|
|
Fiscal Year Ended
|
||||||||||||
|
|
October 30,
2016 |
|
November 1,
2015 |
|
October 30,
2016 |
|
November 1,
2015 |
||||||
|
|
|
|
|
|
|
|
|
||||||
|
|
(In millions)
|
|
(As a percentage of net revenue)
|
||||||||||
Statements of Operations Data:
|
|
|
|
|
|
|
|
|
||||||
Net revenue
|
|
$
|
13,240
|
|
|
$
|
6,824
|
|
|
100
|
%
|
|
100
|
%
|
Cost of products sold:
|
|
|
|
|
|
|
|
|
||||||
Cost of products sold
|
|
5,295
|
|
|
2,750
|
|
|
40
|
|
|
41
|
|
||
Purchase accounting effect on inventory
|
|
1,185
|
|
|
30
|
|
|
9
|
|
|
—
|
|
||
Amortization of acquisition-related intangible assets
|
|
763
|
|
|
484
|
|
|
6
|
|
|
7
|
|
||
Restructuring charges
|
|
57
|
|
|
7
|
|
|
—
|
|
|
—
|
|
||
Total cost of products sold
|
|
7,300
|
|
|
3,271
|
|
|
55
|
|
|
48
|
|
||
Gross margin
|
|
5,940
|
|
|
3,553
|
|
|
45
|
|
|
52
|
|
||
Research and development
|
|
2,674
|
|
|
1,049
|
|
|
20
|
|
|
15
|
|
||
Selling, general and administrative
|
|
806
|
|
|
486
|
|
|
6
|
|
|
7
|
|
||
Amortization of acquisition-related intangible assets
|
|
1,873
|
|
|
249
|
|
|
14
|
|
|
4
|
|
||
Restructuring, impairment and disposal charges
|
|
996
|
|
|
137
|
|
|
8
|
|
|
2
|
|
||
Total operating expenses
|
|
6,349
|
|
|
1,921
|
|
|
48
|
|
|
28
|
|
||
Operating income (loss)
|
|
$
|
(409
|
)
|
|
$
|
1,632
|
|
|
(3
|
)%
|
|
24
|
%
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
Net Revenue
|
|
October 30,
2016 |
|
November 1,
2015 |
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(In millions, except for percentages)
|
|||||||||||||
Wired infrastructure
|
|
$
|
6,582
|
|
|
$
|
1,479
|
|
|
$
|
5,103
|
|
|
345
|
%
|
Wireless communications
|
|
3,724
|
|
|
2,536
|
|
|
1,188
|
|
|
47
|
%
|
|||
Enterprise storage
|
|
2,291
|
|
|
2,180
|
|
|
111
|
|
|
5
|
%
|
|||
Industrial & other
|
|
643
|
|
|
629
|
|
|
14
|
|
|
2
|
%
|
|||
Total net revenue
|
|
$
|
13,240
|
|
|
$
|
6,824
|
|
|
$
|
6,416
|
|
|
94
|
%
|
|
|
Fiscal Year Ended
|
||||
% of Net Revenue
|
|
October 30, 2016
|
|
November 1, 2015
|
||
Wired infrastructure
|
|
50
|
%
|
|
22
|
%
|
Wireless communications
|
|
28
|
|
|
37
|
|
Enterprise storage
|
|
17
|
|
|
32
|
|
Industrial & other
|
|
5
|
|
|
9
|
|
Total net revenue
|
|
100
|
%
|
|
100
|
%
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
Operating Income
|
|
October 30, 2016
|
|
November 1, 2015
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(In millions, except for percentages)
|
|||||||||||||
Wired infrastructure
|
|
$
|
2,664
|
|
|
$
|
478
|
|
|
$
|
2,186
|
|
|
457
|
%
|
Wireless communications
|
|
1,282
|
|
|
1,202
|
|
|
80
|
|
|
7
|
%
|
|||
Enterprise storage
|
|
995
|
|
|
855
|
|
|
140
|
|
|
16
|
%
|
|||
Industrial & other
|
|
327
|
|
|
310
|
|
|
17
|
|
|
5
|
%
|
|||
Unallocated expenses
|
|
(5,677
|
)
|
|
(1,213
|
)
|
|
(4,464
|
)
|
|
368
|
%
|
|||
Total operating income (loss)
|
|
$
|
(409
|
)
|
|
$
|
1,632
|
|
|
$
|
(2,041
|
)
|
|
(125
|
)%
|
|
|
Fiscal Year Ended
|
||||||||||||
Statements of Operations Data:
|
|
November 1, 2015
|
|
November 2, 2014
|
|
November 1, 2015
|
|
November 2, 2014
|
||||||
|
|
|
|
|
|
|
|
|
||||||
|
|
(In millions)
|
|
(As a percentage of net revenue)
|
||||||||||
Net revenue
|
|
$
|
6,824
|
|
|
$
|
4,269
|
|
|
100
|
%
|
|
100
|
%
|
Cost of products sold:
|
|
|
|
|
|
|
|
|
|
|||||
Cost of products sold
|
|
2,750
|
|
|
1,911
|
|
|
41
|
|
|
45
|
|
||
Purchase accounting effect on inventory
|
|
30
|
|
|
210
|
|
|
—
|
|
|
5
|
|
||
Amortization of acquisition-related intangible assets
|
|
484
|
|
|
249
|
|
|
7
|
|
|
6
|
|
||
Restructuring charges
|
|
7
|
|
|
22
|
|
|
—
|
|
|
—
|
|
||
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 acquisition-related intangible assets
|
|
249
|
|
|
197
|
|
|
4
|
|
|
5
|
|
||
Restructuring, impairment and disposal charges
|
|
137
|
|
|
140
|
|
|
2
|
|
|
3
|
|
||
Total operating expenses
|
|
1,921
|
|
|
1,439
|
|
|
28
|
|
|
34
|
|
||
Operating income
|
|
$
|
1,632
|
|
|
$
|
438
|
|
|
24
|
%
|
|
10
|
%
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
Net Revenue
|
|
November 1, 2015
|
|
November 2, 2014
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(In millions, except for percentages)
|
|||||||||||||
Wired infrastructure
|
|
$
|
1,479
|
|
|
$
|
1,151
|
|
|
$
|
328
|
|
|
28
|
%
|
Wireless communications
|
|
2,536
|
|
|
1,689
|
|
|
847
|
|
|
50
|
%
|
|||
Enterprise storage
|
|
2,180
|
|
|
867
|
|
|
1,313
|
|
|
151
|
%
|
|||
Industrial & other
|
|
629
|
|
|
562
|
|
|
67
|
|
|
12
|
%
|
|||
Total net revenue
|
|
$
|
6,824
|
|
|
$
|
4,269
|
|
|
$
|
2,555
|
|
|
60
|
%
|
|
|
Fiscal Year Ended
|
||||
% of Net Revenue
|
|
November 1, 2015
|
|
November 2, 2014
|
||
Wired infrastructure
|
|
22
|
%
|
|
27
|
%
|
Wireless communications
|
|
37
|
|
|
40
|
|
Enterprise storage
|
|
32
|
|
|
20
|
|
Industrial & other
|
|
9
|
|
|
13
|
|
Total net revenue
|
|
100
|
%
|
|
100
|
%
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
Operating Income
|
|
November 1, 2015
|
|
November 2, 2014
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(In millions, except for percentages)
|
|||||||||||||
Wired infrastructure
|
|
$
|
478
|
|
|
$
|
287
|
|
|
$
|
191
|
|
|
67
|
%
|
Wireless communications
|
|
1,202
|
|
|
658
|
|
|
544
|
|
|
83
|
%
|
|||
Enterprise storage
|
|
855
|
|
|
292
|
|
|
563
|
|
|
193
|
%
|
|||
Industrial & other
|
|
310
|
|
|
246
|
|
|
64
|
|
|
26
|
%
|
|||
Unallocated expenses
|
|
(1,213
|
)
|
|
(1,045
|
)
|
|
(168
|
)
|
|
16
|
%
|
|||
Total operating income
|
|
$
|
1,632
|
|
|
$
|
438
|
|
|
$
|
1,194
|
|
|
273
|
%
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
October 30, 2016
|
|
November 1, 2015
|
|
November 2, 2014
|
||||||
|
|
|
|
|
|
|
||||||
|
|
(In millions)
|
||||||||||
Net cash provided by operating activities
|
|
$
|
3,411
|
|
|
$
|
2,318
|
|
|
$
|
1,175
|
|
Net cash used in investing activities
|
|
(9,840
|
)
|
|
(241
|
)
|
|
(5,885
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
7,704
|
|
|
(1,859
|
)
|
|
5,329
|
|
|||
Net increase in cash and cash equivalents
|
|
$
|
1,275
|
|
|
$
|
218
|
|
|
$
|
619
|
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
||||||||||
Debt principal, interest and fees
|
|
$
|
15,828
|
|
|
$
|
850
|
|
|
$
|
1,984
|
|
|
$
|
6,441
|
|
|
$
|
6,553
|
|
Purchase commitments
|
|
1,508
|
|
|
1,455
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|||||
Other contractual commitments
|
|
390
|
|
|
152
|
|
|
185
|
|
|
53
|
|
|
—
|
|
|||||
Operating lease obligations
|
|
446
|
|
|
144
|
|
|
185
|
|
|
61
|
|
|
56
|
|
|||||
Pension plan contributions
|
|
37
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
18,209
|
|
|
$
|
2,638
|
|
|
$
|
2,407
|
|
|
$
|
6,555
|
|
|
$
|
6,609
|
|
|
Page
|
Financial Statements of Broadcom Limited
|
|
Financial Statements of Broadcom Cayman L.P.
|
|
|
|
October 30,
2016 |
|
November 1,
2015 |
||||
|
|
|
|
|
||||
|
|
(In millions, except share amounts)
|
||||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
3,097
|
|
|
$
|
1,822
|
|
Trade accounts receivable, net
|
|
2,181
|
|
|
1,019
|
|
||
Inventory
|
|
1,400
|
|
|
524
|
|
||
Other current assets
|
|
447
|
|
|
394
|
|
||
Total current assets
|
|
7,125
|
|
|
3,759
|
|
||
Property, plant and equipment, net
|
|
2,509
|
|
|
1,460
|
|
||
Goodwill
|
|
24,732
|
|
|
1,674
|
|
||
Intangible assets, net
|
|
15,068
|
|
|
3,277
|
|
||
Other long-term assets
|
|
532
|
|
|
345
|
|
||
Total assets
|
|
$
|
49,966
|
|
|
$
|
10,515
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
1,261
|
|
|
$
|
617
|
|
Employee compensation and benefits
|
|
517
|
|
|
250
|
|
||
Current portion of long-term debt
|
|
454
|
|
|
46
|
|
||
Other current liabilities
|
|
846
|
|
|
206
|
|
||
Total current liabilities
|
|
3,078
|
|
|
1,119
|
|
||
Long-term liabilities:
|
|
|
|
|
||||
Long-term debt
|
|
13,188
|
|
|
3,826
|
|
||
Pension and post-retirement benefit obligations
|
|
531
|
|
|
475
|
|
||
Other long-term liabilities
|
|
11,293
|
|
|
381
|
|
||
Total liabilities
|
|
28,090
|
|
|
5,801
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
|
||||
Ordinary shares, no par value; 398,281,461 shares and 276,259,120 shares issued and outstanding on October 30, 2016 and November 1, 2015, respectively
|
|
19,241
|
|
|
2,547
|
|
||
Non-economic voting preference shares, no par value; 22,804,591 shares and no shares issued and outstanding on October, 30, 2016 and November 1, 2015, respectively
|
|
—
|
|
|
—
|
|
||
Retained earnings (accumulated deficit)
|
|
(215
|
)
|
|
2,240
|
|
||
Accumulated other comprehensive loss
|
|
(134
|
)
|
|
(73
|
)
|
||
Total Broadcom Limited shareholders’ equity
|
|
18,892
|
|
|
4,714
|
|
||
Noncontrolling interest
|
|
2,984
|
|
|
—
|
|
||
Total shareholders’ equity
|
|
21,876
|
|
|
4,714
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
49,966
|
|
|
$
|
10,515
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
October 30,
2016 |
|
November 1,
2015 |
|
November 2,
2014 |
||||||
|
|
|
|
|
|
|
||||||
|
|
(In millions, except per share data)
|
||||||||||
Net revenue
|
|
$
|
13,240
|
|
|
$
|
6,824
|
|
|
$
|
4,269
|
|
Cost of products sold:
|
|
|
|
|
|
|
||||||
Cost of products sold
|
|
5,295
|
|
|
2,750
|
|
|
1,911
|
|
|||
Purchase accounting effect on inventory
|
|
1,185
|
|
|
30
|
|
|
210
|
|
|||
Amortization of acquisition-related intangible assets
|
|
763
|
|
|
484
|
|
|
249
|
|
|||
Restructuring charges
|
|
57
|
|
|
7
|
|
|
22
|
|
|||
Total cost of products sold
|
|
7,300
|
|
|
3,271
|
|
|
2,392
|
|
|||
Gross margin
|
|
5,940
|
|
|
3,553
|
|
|
1,877
|
|
|||
Research and development
|
|
2,674
|
|
|
1,049
|
|
|
695
|
|
|||
Selling, general and administrative
|
|
806
|
|
|
486
|
|
|
407
|
|
|||
Amortization of acquisition-related intangible assets
|
|
1,873
|
|
|
249
|
|
|
197
|
|
|||
Restructuring, impairment and disposal charges
|
|
996
|
|
|
137
|
|
|
140
|
|
|||
Total operating expenses
|
|
6,349
|
|
|
1,921
|
|
|
1,439
|
|
|||
Operating income (loss)
|
|
(409
|
)
|
|
1,632
|
|
|
438
|
|
|||
Interest expense
|
|
(585
|
)
|
|
(191
|
)
|
|
(110
|
)
|
|||
Loss on extinguishment of debt
|
|
(123
|
)
|
|
(10
|
)
|
|
—
|
|
|||
Other income, net
|
|
10
|
|
|
36
|
|
|
14
|
|
|||
Income (loss) from continuing operations before income taxes
|
|
(1,107
|
)
|
|
1,467
|
|
|
342
|
|
|||
Provision for income taxes
|
|
642
|
|
|
76
|
|
|
33
|
|
|||
Income (loss) from continuing operations
|
|
(1,749
|
)
|
|
1,391
|
|
|
309
|
|
|||
Loss from discontinued operations, net of income taxes
|
|
(112
|
)
|
|
(27
|
)
|
|
(46
|
)
|
|||
Net income (loss)
|
|
(1,861
|
)
|
|
1,364
|
|
|
263
|
|
|||
Net loss attributable to noncontrolling interest
|
|
(122
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss) attributable to ordinary shares
|
|
$
|
(1,739
|
)
|
|
$
|
1,364
|
|
|
$
|
263
|
|
|
|
|
|
|
|
|
||||||
Basic income (loss) per share attributable to ordinary shares:
|
|
|
|
|
|
|
||||||
Income (loss) per share from continuing operations
|
|
$
|
(4.46
|
)
|
|
$
|
5.27
|
|
|
$
|
1.23
|
|
Loss per share from discontinued operations
|
|
(0.29
|
)
|
|
(0.10
|
)
|
|
(0.18
|
)
|
|||
Net income (loss) per share
|
|
$
|
(4.75
|
)
|
|
$
|
5.17
|
|
|
$
|
1.05
|
|
|
|
|
|
|
|
|
||||||
Diluted income (loss) per share attributable to ordinary shares:
|
|
|
|
|
|
|
|
|||||
Income (loss) per share from continuing operations
|
|
$
|
(4.57
|
)
|
|
$
|
4.95
|
|
|
$
|
1.16
|
|
Loss per share from discontinued operations
|
|
(0.29
|
)
|
|
(0.10
|
)
|
|
(0.17
|
)
|
|||
Net income (loss) per share
|
|
$
|
(4.86
|
)
|
|
$
|
4.85
|
|
|
$
|
0.99
|
|
|
|
|
|
|
|
|
||||||
Weighted-average shares:
|
|
|
|
|
|
|
||||||
Basic
|
|
366
|
|
|
264
|
|
|
251
|
|
|||
Diluted
|
|
383
|
|
|
281
|
|
|
267
|
|
|||
|
|
|
|
|
|
|
||||||
Cash dividends declared and paid per share
|
|
$
|
1.94
|
|
|
$
|
1.55
|
|
|
$
|
1.13
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
October 30,
2016 |
|
November 1,
2015 |
|
November 2,
2014 |
||||||
|
|
|
|
|
|
|
||||||
|
|
(In millions)
|
||||||||||
Net income (loss)
|
|
$
|
(1,861
|
)
|
|
$
|
1,364
|
|
|
$
|
263
|
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
|
||||||
Unrealized loss on defined benefit pension plans and post-retirement benefit plans
|
|
(65
|
)
|
|
(24
|
)
|
|
(41
|
)
|
|||
Reclassification to net income (loss)
|
|
4
|
|
|
1
|
|
|
(3
|
)
|
|||
Other comprehensive loss
|
|
(61
|
)
|
|
(23
|
)
|
|
(44
|
)
|
|||
Comprehensive income (loss)
|
|
(1,922
|
)
|
|
1,341
|
|
|
219
|
|
|||
Comprehensive loss attributable to noncontrolling interest
|
|
(122
|
)
|
|
—
|
|
|
—
|
|
|||
Comprehensive income (loss) attributable to ordinary shares
|
|
$
|
(1,800
|
)
|
|
$
|
1,341
|
|
|
$
|
219
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
October 30,
2016 |
|
November 1,
2015 |
|
November 2,
2014 |
||||||
|
|
|
|
|
|
|
||||||
|
|
(In millions)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
(1,861
|
)
|
|
$
|
1,364
|
|
|
$
|
263
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
3,042
|
|
|
962
|
|
|
625
|
|
|||
Share-based compensation
|
|
679
|
|
|
232
|
|
|
163
|
|
|||
Excess tax benefits from share-based compensation
|
|
(89
|
)
|
|
(125
|
)
|
|
(39
|
)
|
|||
Non-cash restructuring, impairment and disposal charges
|
|
662
|
|
|
77
|
|
|
9
|
|
|||
Non-cash portion of debt extinguishment loss, net
|
|
100
|
|
|
10
|
|
|
—
|
|
|||
Deferred taxes
|
|
365
|
|
|
(220
|
)
|
|
(92
|
)
|
|||
Amortization of debt issuance costs and accretion of debt discount
|
|
36
|
|
|
22
|
|
|
14
|
|
|||
Other
|
|
(6
|
)
|
|
32
|
|
|
(19
|
)
|
|||
Changes in assets and liabilities, net of acquisitions and disposals:
|
|
|
|
|
|
|
||||||
Trade accounts receivable, net
|
|
(491
|
)
|
|
(187
|
)
|
|
(70
|
)
|
|||
Inventory
|
|
996
|
|
|
62
|
|
|
193
|
|
|||
Accounts payable
|
|
33
|
|
|
29
|
|
|
13
|
|
|||
Employee compensation and benefits
|
|
163
|
|
|
8
|
|
|
20
|
|
|||
Other current assets and current liabilities
|
|
(98
|
)
|
|
12
|
|
|
261
|
|
|||
Other long-term assets and long-term liabilities
|
|
(120
|
)
|
|
40
|
|
|
(166
|
)
|
|||
Net cash provided by operating activities
|
|
3,411
|
|
|
2,318
|
|
|
1,175
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Acquisitions of businesses, net of cash acquired
|
|
(10,055
|
)
|
|
(394
|
)
|
|
(5,961
|
)
|
|||
Proceeds from sales of businesses
|
|
898
|
|
|
650
|
|
|
450
|
|
|||
Purchases of property, plant and equipment
|
|
(723
|
)
|
|
(593
|
)
|
|
(409
|
)
|
|||
Proceeds from disposals of property, plant and equipment
|
|
5
|
|
|
110
|
|
|
—
|
|
|||
Purchases of investments
|
|
(58
|
)
|
|
(14
|
)
|
|
—
|
|
|||
Proceeds from sales and maturities of investments
|
|
104
|
|
|
—
|
|
|
35
|
|
|||
Other
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
|
(9,840
|
)
|
|
(241
|
)
|
|
(5,885
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from term loan borrowings
|
|
19,510
|
|
|
—
|
|
|
4,600
|
|
|||
Proceeds from issuance of convertible senior notes
|
|
—
|
|
|
—
|
|
|
1,000
|
|
|||
Debt repayments
|
|
(9,842
|
)
|
|
(1,639
|
)
|
|
(12
|
)
|
|||
Payments of assumed debt
|
|
(1,475
|
)
|
|
(178
|
)
|
|
—
|
|
|||
Debt issuance costs
|
|
(123
|
)
|
|
—
|
|
|
(124
|
)
|
|||
Dividend and distribution payments
|
|
(750
|
)
|
|
(408
|
)
|
|
(284
|
)
|
|||
Issuance of ordinary shares
|
|
295
|
|
|
241
|
|
|
124
|
|
|||
Repurchases of ordinary shares
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||
Excess tax benefits from share-based compensation
|
|
89
|
|
|
125
|
|
|
39
|
|
|||
Other
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
7,704
|
|
|
(1,859
|
)
|
|
5,329
|
|
|||
Net change in cash and cash equivalents
|
|
1,275
|
|
|
218
|
|
|
619
|
|
|||
Cash and cash equivalents at the beginning of period
|
|
1,822
|
|
|
1,604
|
|
|
985
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
3,097
|
|
|
$
|
1,822
|
|
|
$
|
1,604
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
448
|
|
|
$
|
172
|
|
|
$
|
78
|
|
Cash paid for income taxes, net of refunds
|
|
$
|
242
|
|
|
$
|
138
|
|
|
$
|
23
|
|
|
|
Ordinary Shares
|
|
Non-Economic Voting Preference Shares
|
|
Retained
Earnings/(Accumulated Deficit)
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Non-controlling Interest
|
|
Total
Shareholders’
Equity
|
||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||||||
Balance as of November 3, 2013
|
|
249
|
|
|
$
|
1,587
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
1,305
|
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
$
|
2,886
|
|
Issuance of ordinary shares in connection with equity incentive plans
|
|
5
|
|
|
124
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
124
|
|
||||||
Repurchase of ordinary shares
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
||||||
Share-based compensation
|
|
—
|
|
|
163
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
163
|
|
||||||
Excess tax benefits from share-based compensation
|
|
—
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42
|
|
||||||
Cash dividends paid to ordinary shareholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(284
|
)
|
|
—
|
|
|
—
|
|
|
(284
|
)
|
||||||
Convertible debt conversion feature
|
|
—
|
|
|
85
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85
|
|
||||||
Fair value of partially vested equity awards assumed in connection with the acquisition of LSI Corporation
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
||||||
Changes in accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Actuarial losses and prior service costs associated with defined benefit pension plans and post-retirement benefit plans, net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
(44
|
)
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
263
|
|
|
—
|
|
|
—
|
|
|
263
|
|
||||||
Balance as of November 2, 2014
|
|
254
|
|
|
2,009
|
|
|
—
|
|
|
—
|
|
|
1,284
|
|
|
(50
|
)
|
|
—
|
|
|
3,243
|
|
||||||
Issuance of ordinary shares in connection with equity incentive plans
|
|
8
|
|
|
241
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
241
|
|
||||||
Share-based compensation
|
|
—
|
|
|
237
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
237
|
|
||||||
Excess tax benefits from share-based compensation
|
|
—
|
|
|
130
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
130
|
|
||||||
Cash dividends paid to ordinary shareholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(408
|
)
|
|
—
|
|
|
—
|
|
|
(408
|
)
|
||||||
Issuance of ordinary shares upon conversion of Convertible Notes
|
|
14
|
|
|
(75
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75
|
)
|
||||||
Fair value of partially vested equity awards assumed in connection with the acquisition of Emulex Corporation
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||||
Changes in accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Actuarial losses and prior service costs associated with defined benefit pension plans and post-retirement benefit plans, net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
(23
|
)
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,364
|
|
|
|
|
—
|
|
|
1,364
|
|
|||||||
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
|
|
10
|
|
|
295
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
295
|
|
||||||
Share-based compensation
|
|
—
|
|
|
690
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
690
|
|
||||||
Excess tax benefits from share-based compensation
|
|
—
|
|
|
89
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89
|
|
||||||
Cash dividends paid to ordinary shareholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(716
|
)
|
|
—
|
|
|
—
|
|
|
(716
|
)
|
||||||
Cash distribution paid by the Partnership on restricted exchangeable partnership units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
(34
|
)
|
||||||
Fair value of partially vested equity awards assumed in connection with the acquisition of Broadcom Corporation
|
|
—
|
|
|
182
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
182
|
|
||||||
Changes in accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Actuarial losses and prior service costs associated with defined benefit pension plans and post-retirement benefit plans, net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(61
|
)
|
|
—
|
|
|
(61
|
)
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,739
|
)
|
|
|
|
(122
|
)
|
|
(1,861
|
)
|
|||||||
Balance as of October 30, 2016
|
|
398
|
|
|
$
|
19,241
|
|
|
23
|
|
|
$
|
—
|
|
|
$
|
(215
|
)
|
|
$
|
(134
|
)
|
|
$
|
2,984
|
|
|
$
|
21,876
|
|
|
|
October 30,
2016 |
|
November 1,
2015 |
||||
|
|
|
|
|
||||
|
|
(In millions, except share amounts)
|
||||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
3,044
|
|
|
$
|
1,822
|
|
Trade accounts receivable, net
|
|
2,181
|
|
|
1,019
|
|
||
Inventory
|
|
1,400
|
|
|
524
|
|
||
Other current assets
|
|
500
|
|
|
394
|
|
||
Total current assets
|
|
7,125
|
|
|
3,759
|
|
||
Property, plant and equipment, net
|
|
2,509
|
|
|
1,460
|
|
||
Goodwill
|
|
24,732
|
|
|
1,674
|
|
||
Intangible assets, net
|
|
15,068
|
|
|
3,277
|
|
||
Other long-term assets
|
|
532
|
|
|
345
|
|
||
Total assets
|
|
$
|
49,966
|
|
|
$
|
10,515
|
|
LIABILITIES AND PARTNERS’ CAPITAL/SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
1,261
|
|
|
$
|
617
|
|
Employee compensation and benefits
|
|
517
|
|
|
250
|
|
||
Current portion of long-term debt
|
|
454
|
|
|
46
|
|
||
Other current liabilities
|
|
846
|
|
|
206
|
|
||
Total current liabilities
|
|
3,078
|
|
|
1,119
|
|
||
Long-term liabilities:
|
|
|
|
|
||||
Long-term debt
|
|
13,188
|
|
|
3,826
|
|
||
Pension and post-retirement benefit obligations
|
|
531
|
|
|
475
|
|
||
Other long-term liabilities
|
|
11,293
|
|
|
381
|
|
||
Total liabilities
|
|
28,090
|
|
|
5,801
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
|
||||
Partners’ capital/shareholders’ equity:
|
|
|
|
|
||||
Common partnership units;
390,237,855 units issued and outstanding on October 30, 2016 |
|
19,026
|
|
|
—
|
|
||
Restricted exchangeable units;
22,804,591 units issued and outstanding on October 30, 2016 |
|
2,984
|
|
|
—
|
|
||
Ordinary shares, no par value;
276,259,120 shares issued and outstanding on November 1, 2015 |
|
—
|
|
|
2,547
|
|
||
Retained earnings
|
|
—
|
|
|
2,240
|
|
||
Accumulated other comprehensive loss
|
|
(134
|
)
|
|
(73
|
)
|
||
Total partners’ capital/shareholders’ equity
|
|
21,876
|
|
|
4,714
|
|
||
Total liabilities and partners’ capital/shareholders’ equity
|
|
$
|
49,966
|
|
|
$
|
10,515
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
October 30,
2016 |
|
November 1,
2015 |
|
November 2,
2014 |
||||||
|
|
|
|
|
|
|
||||||
|
|
(In millions, except per unit/share amounts)
|
||||||||||
Net revenue
|
|
$
|
13,240
|
|
|
$
|
6,824
|
|
|
$
|
4,269
|
|
Cost of products sold:
|
|
|
|
|
|
|
||||||
Cost of products sold
|
|
5,295
|
|
|
2,750
|
|
|
1,911
|
|
|||
Purchase accounting effect on inventory
|
|
1,185
|
|
|
30
|
|
|
210
|
|
|||
Amortization of acquisition-related intangible assets
|
|
763
|
|
|
484
|
|
|
249
|
|
|||
Restructuring charges
|
|
57
|
|
|
7
|
|
|
22
|
|
|||
Total cost of products sold
|
|
7,300
|
|
|
3,271
|
|
|
2,392
|
|
|||
Gross margin
|
|
5,940
|
|
|
3,553
|
|
|
1,877
|
|
|||
Research and development
|
|
2,674
|
|
|
1,049
|
|
|
695
|
|
|||
Selling, general and administrative
|
|
806
|
|
|
486
|
|
|
407
|
|
|||
Amortization of acquisition-related intangible assets
|
|
1,873
|
|
|
249
|
|
|
197
|
|
|||
Restructuring, impairment and disposal charges
|
|
996
|
|
|
137
|
|
|
140
|
|
|||
Total operating expenses
|
|
6,349
|
|
|
1,921
|
|
|
1,439
|
|
|||
Operating income (loss)
|
|
(409
|
)
|
|
1,632
|
|
|
438
|
|
|||
Interest expense
|
|
(585
|
)
|
|
(191
|
)
|
|
(110
|
)
|
|||
Loss on extinguishment of debt
|
|
(123
|
)
|
|
(10
|
)
|
|
—
|
|
|||
Other income, net
|
|
10
|
|
|
36
|
|
|
14
|
|
|||
Income (loss) from continuing operations before income taxes
|
|
(1,107
|
)
|
|
1,467
|
|
|
342
|
|
|||
Provision for income taxes
|
|
642
|
|
|
76
|
|
|
33
|
|
|||
Income (loss) from continuing operations
|
|
(1,749
|
)
|
|
1,391
|
|
|
309
|
|
|||
Loss from discontinued operations, net of income taxes
|
|
(112
|
)
|
|
(27
|
)
|
|
(46
|
)
|
|||
Net income (loss)
|
|
$
|
(1,861
|
)
|
|
$
|
1,364
|
|
|
$
|
263
|
|
|
|
|
|
|
|
|
||||||
General Partner's interest in net loss
|
|
$
|
(2,116
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Limited Partners' interest in net loss
|
|
$
|
(122
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Net income attributable to ordinary shareholders
|
|
$
|
377
|
|
|
$
|
1,364
|
|
|
$
|
263
|
|
|
|
|
|
|
|
|
||||||
Cash distribution paid per restricted exchangeable partnership unit
|
|
$
|
1.50
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash distribution paid to General Partner
|
|
$
|
594
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash dividends paid per ordinary share
|
|
$
|
0.44
|
|
|
$
|
1.55
|
|
|
$
|
1.13
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
October 30,
2016 |
|
November 1,
2015 |
|
November 2,
2014 |
||||||
|
|
|
|
|
|
|
||||||
|
|
(In millions)
|
||||||||||
Net income (loss)
|
|
$
|
(1,861
|
)
|
|
$
|
1,364
|
|
|
$
|
263
|
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
|
||||||
Unrealized loss on defined benefit pension plans and post-retirement benefit plans
|
|
(65
|
)
|
|
(24
|
)
|
|
(41
|
)
|
|||
Reclassification to net income (loss)
|
|
4
|
|
|
1
|
|
|
(3
|
)
|
|||
Other comprehensive loss
|
|
(61
|
)
|
|
(23
|
)
|
|
(44
|
)
|
|||
Comprehensive income (loss)
|
|
$
|
(1,922
|
)
|
|
$
|
1,341
|
|
|
$
|
219
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
October 30,
2016 |
|
November 1,
2015 |
|
November 2,
2014 |
||||||
|
|
|
|
|
|
|
||||||
|
|
(In millions)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
(1,861
|
)
|
|
$
|
1,364
|
|
|
$
|
263
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
3,042
|
|
|
962
|
|
|
625
|
|
|||
Share-based compensation
|
|
679
|
|
|
232
|
|
|
163
|
|
|||
Excess tax benefits from share-based compensation
|
|
(89
|
)
|
|
(125
|
)
|
|
(39
|
)
|
|||
Non-cash restructuring, impairment and disposal charges
|
|
662
|
|
|
77
|
|
|
9
|
|
|||
Non-cash portion of debt extinguishment loss, net
|
|
100
|
|
|
10
|
|
|
—
|
|
|||
Deferred taxes
|
|
365
|
|
|
(220
|
)
|
|
(92
|
)
|
|||
Amortization of debt discount issuance costs and accretion of debt discount
|
|
36
|
|
|
22
|
|
|
14
|
|
|||
Other
|
|
(6
|
)
|
|
32
|
|
|
(19
|
)
|
|||
Changes in assets and liabilities, net of acquisitions and disposals:
|
|
|
|
|
|
|
||||||
Trade accounts receivable, net
|
|
(491
|
)
|
|
(187
|
)
|
|
(70
|
)
|
|||
Inventory
|
|
996
|
|
|
62
|
|
|
193
|
|
|||
Accounts payable
|
|
33
|
|
|
29
|
|
|
13
|
|
|||
Employee compensation and benefits
|
|
163
|
|
|
8
|
|
|
20
|
|
|||
Other current assets and current liabilities
|
|
(98
|
)
|
|
12
|
|
|
261
|
|
|||
Other long-term assets and long-term liabilities
|
|
(120
|
)
|
|
40
|
|
|
(166
|
)
|
|||
Net cash provided by operating activities
|
|
3,411
|
|
|
2,318
|
|
|
1,175
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Acquisitions of businesses, net of cash acquired
|
|
(10,055
|
)
|
|
(394
|
)
|
|
(5,961
|
)
|
|||
Proceeds from sales of businesses
|
|
898
|
|
|
650
|
|
|
450
|
|
|||
Purchases of property, plant and equipment
|
|
(723
|
)
|
|
(593
|
)
|
|
(409
|
)
|
|||
Proceeds from disposals of property, plant and equipment
|
|
5
|
|
|
110
|
|
|
—
|
|
|||
Purchases of investments
|
|
(58
|
)
|
|
(14
|
)
|
|
—
|
|
|||
Proceeds from sales and maturities of investments
|
|
104
|
|
|
—
|
|
|
35
|
|
|||
Other
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
|
(9,840
|
)
|
|
(241
|
)
|
|
(5,885
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from term loan borrowings
|
|
19,510
|
|
|
—
|
|
|
4,600
|
|
|||
Proceeds from issuance of convertible senior notes
|
|
—
|
|
|
—
|
|
|
1,000
|
|
|||
Debt repayments
|
|
(9,842
|
)
|
|
(1,639
|
)
|
|
(12
|
)
|
|||
Payments of assumed debt
|
|
(1,475
|
)
|
|
(178
|
)
|
|
—
|
|
|||
Debt issuance costs
|
|
(123
|
)
|
|
—
|
|
|
(124
|
)
|
|||
Dividend payments to ordinary shareholders
|
|
(122
|
)
|
|
(408
|
)
|
|
(284
|
)
|
|||
Distributions paid to unit holders
|
|
(628
|
)
|
|
—
|
|
|
—
|
|
|||
Issuance of ordinary shares by General Partner
|
|
72
|
|
|
241
|
|
|
124
|
|
|||
Capital transactions with General Partner
|
|
170
|
|
|
—
|
|
|
—
|
|
|||
Repurchases of ordinary shares
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||
Excess tax benefits from share-based compensation
|
|
89
|
|
|
125
|
|
|
39
|
|
|||
Other
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
7,651
|
|
|
(1,859
|
)
|
|
5,329
|
|
|||
Net change in cash and cash equivalents
|
|
1,222
|
|
|
218
|
|
|
619
|
|
|||
Cash and cash equivalents at the beginning of period
|
|
1,822
|
|
|
1,604
|
|
|
985
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
3,044
|
|
|
$
|
1,822
|
|
|
$
|
1,604
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
448
|
|
|
$
|
172
|
|
|
$
|
78
|
|
Cash paid for income taxes, net of refunds
|
|
$
|
242
|
|
|
$
|
138
|
|
|
$
|
23
|
|
|
|
Partnership REUs
|
|
Partnership
Common Units
|
|
Ordinary Shares
|
|
Retained
Earnings |
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
|
|||||||||||||||||||||
|
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
(In millions)
|
|||||||||||||||||||||||||||||||
Balance as of November 3, 2013
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
249
|
|
|
$
|
1,587
|
|
|
$
|
1,305
|
|
|
$
|
(6
|
)
|
|
$
|
2,886
|
|
Issuance of ordinary shares in connection with equity incentive plans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
124
|
|
|
$
|
—
|
|
|
—
|
|
|
124
|
|
|||||
Repurchase of ordinary shares
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
163
|
|
|
—
|
|
|
—
|
|
|
163
|
|
||||||
Excess tax benefits from share-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
42
|
|
||||||
Cash dividends paid to ordinary shareholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(284
|
)
|
|
—
|
|
|
(284
|
)
|
||||||
Convertible debt conversion feature
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85
|
|
|
—
|
|
|
—
|
|
|
85
|
|
||||||
Fair value of partially vested equity awards assumed in connection with the acquisition of LSI Corporation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
20
|
|
||||||
Changes in accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Actuarial losses and prior service costs associated with defined benefit pension plans and post-retirement benefit plans, net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
(44
|
)
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
263
|
|
|
—
|
|
|
263
|
|
||||||
Balance as of November 2, 2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
254
|
|
|
2,009
|
|
|
1,284
|
|
|
(50
|
)
|
|
3,243
|
|
||||||
Issuance of ordinary shares in connection with equity incentive plans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
241
|
|
|
—
|
|
|
—
|
|
|
241
|
|
||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
237
|
|
|
—
|
|
|
—
|
|
|
237
|
|
||||||
Excess tax benefits from share-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
130
|
|
|
—
|
|
|
—
|
|
|
130
|
|
||||||
Cash dividends paid to ordinary shareholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(408
|
)
|
|
—
|
|
|
(408
|
)
|
||||||
Issuance of ordinary shares upon conversion of Convertible Notes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
(75
|
)
|
|
—
|
|
|
—
|
|
|
(75
|
)
|
||||||
Fair value of partially vested equity awards assumed in connection with the acquisition of Emulex Corporation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||||
Changes in accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Actuarial losses and prior service costs associated with defined benefit pension plans and post-retirement benefit plans, net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
(23
|
)
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,364
|
|
|
|
|
1,364
|
|
|||||||
Balance as of November 1, 2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
276
|
|
|
2,547
|
|
|
2,240
|
|
|
(73
|
)
|
|
4,714
|
|
||||||
Issuance of ordinary shares in connection with equity incentive plans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
72
|
|
|
—
|
|
|
—
|
|
|
72
|
|
||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
633
|
|
|
—
|
|
|
57
|
|
|
—
|
|
|
—
|
|
|
690
|
|
||||||
Excess tax benefits from share-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
89
|
|
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 REUs 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
|
|
23,024
|
|
|
Intangible assets
|
|
14,808
|
|
|
Other long-term assets
|
|
121
|
|
|
Total assets acquired
|
|
42,391
|
|
|
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
|
|
(10,565
|
)
|
|
Total liabilities assumed
|
|
(13,633
|
)
|
|
Fair value of net assets acquired
|
|
$
|
28,758
|
|
|
|
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 Year
|
||||||
|
|
2016
|
|
2015
|
||||
Pro forma net revenue
|
|
$
|
15,281
|
|
|
$
|
15,296
|
|
Pro forma net loss from continuing operations
|
|
$
|
(1,255
|
)
|
|
$
|
(433
|
)
|
Pro forma net loss
|
|
$
|
(1,367
|
)
|
|
$
|
(460
|
)
|
Pro forma net loss attributable to ordinary shares
|
|
$
|
(1,291
|
)
|
|
$
|
(435
|
)
|
Pro forma loss per share attributable to ordinary shares - basic and diluted
|
|
$
|
(3.53
|
)
|
|
$
|
(1.16
|
)
|
|
|
Fiscal Year of Acquisition
|
||||||||||
|
|
2015
|
|
2014
|
|
2014
|
||||||
|
|
Emulex
|
|
LSI
|
|
PLX
|
||||||
Cash paid to stockholders
|
|
$
|
582
|
|
|
$
|
6,344
|
|
|
$
|
299
|
|
Cash paid for options and restricted stock units
|
|
—
|
|
|
154
|
|
|
9
|
|
|||
Fair value of partially vested assumed equity awards
|
|
5
|
|
|
20
|
|
|
—
|
|
|||
Total purchase price
|
|
587
|
|
|
6,518
|
|
|
308
|
|
|||
Less: cash acquired
|
|
188
|
|
|
854
|
|
|
11
|
|
|||
Total purchase price, net of cash acquired
|
|
$
|
399
|
|
|
$
|
5,664
|
|
|
$
|
297
|
|
|
|
Fiscal Year of Acquisition
|
||||||||||
|
|
2015
|
|
2014
|
|
2014
|
||||||
|
|
Emulex
|
|
LSI
|
|
PLX
|
||||||
Trade accounts receivable
|
|
$
|
50
|
|
|
$
|
282
|
|
|
$
|
12
|
|
Inventory
|
|
61
|
|
|
372
|
|
|
25
|
|
|||
Assets held-for-sale
|
|
83
|
|
|
450
|
|
|
26
|
|
|||
Other current assets
|
|
7
|
|
|
174
|
|
|
4
|
|
|||
Property, plant and equipment
|
|
28
|
|
|
260
|
|
|
7
|
|
|||
Goodwill
|
|
83
|
|
|
1,220
|
|
|
75
|
|
|||
Intangible assets
|
|
388
|
|
|
3,865
|
|
|
191
|
|
|||
Other long-term assets
|
|
14
|
|
|
178
|
|
|
—
|
|
|||
Total assets acquired
|
|
714
|
|
|
6,801
|
|
|
340
|
|
|||
Accounts payable
|
|
(36
|
)
|
|
(207
|
)
|
|
(5
|
)
|
|||
Employee compensation and benefits
|
|
(20
|
)
|
|
(91
|
)
|
|
(4
|
)
|
|||
Other current liabilities
|
|
(15
|
)
|
|
(156
|
)
|
|
(6
|
)
|
|||
Pension and post-retirement benefit obligations
|
|
—
|
|
|
(446
|
)
|
|
—
|
|
|||
Long-term debt
|
|
(178
|
)
|
|
—
|
|
|
—
|
|
|||
Other long-term liabilities
|
|
(66
|
)
|
|
(237
|
)
|
|
(28
|
)
|
|||
Total liabilities assumed
|
|
(315
|
)
|
|
(1,137
|
)
|
|
(43
|
)
|
|||
Fair value of net assets acquired
|
|
$
|
399
|
|
|
$
|
5,664
|
|
|
$
|
297
|
|
|
|
Fiscal Year of Acquisition
|
|
|
||||||||||
|
|
2015
|
|
2014
|
|
2014
|
|
Estimated Useful Lives
|
||||||
|
|
Emulex
|
|
LSI
|
|
PLX
|
|
(In years)
|
||||||
Developed technology
|
|
$
|
227
|
|
|
$
|
1,961
|
|
|
$
|
118
|
|
|
4-10
|
Customer relationships
|
|
131
|
|
|
1,415
|
|
|
39
|
|
|
8-10
|
|||
Order backlog
|
|
5
|
|
|
106
|
|
|
—
|
|
|
<1
|
|||
Trade names
|
|
10
|
|
|
178
|
|
|
5
|
|
|
5-8
|
|||
Other
|
|
—
|
|
|
13
|
|
|
—
|
|
|
3-8
|
|||
Total identified finite-lived intangible assets
|
|
373
|
|
|
3,673
|
|
|
162
|
|
|
|
|||
In-process research and development
|
|
15
|
|
|
192
|
|
|
29
|
|
|
|
|||
Total identified intangible assets
|
|
$
|
388
|
|
|
$
|
3,865
|
|
|
$
|
191
|
|
|
|
Acquisition
|
|
Description
|
|
IPR&D
|
|
Discount Rate
|
|
Percentage of Completion
|
|
Estimated Cost to Complete
|
|
Expected Release Date (By fiscal year)
|
||||||
Emulex
|
|
Fibre Channel product
|
|
$
|
7
|
|
|
24
|
%
|
|
33
|
%
|
|
$
|
26
|
|
|
2016
|
Emulex
|
|
Ethernet product
|
|
$
|
8
|
|
|
26
|
%
|
|
48
|
%
|
|
$
|
7
|
|
|
2015
|
LSI
|
|
Serial attached small computer system interface controllers for enterprise storage systems
|
|
$
|
97
|
|
|
15
|
%
|
|
17
|
%
|
|
$
|
251
|
|
|
2016
|
LSI
|
|
High speed mix signal transceivers for enterprise and client hard disk drives storage systems - Gen2 and Gen3
|
|
$
|
18
|
|
|
15
|
%
|
|
63% and 25%
|
|
|
$
|
34
|
|
|
2015 and 2017
|
PLX
|
|
ExpressFabric platform for PCIe solid state drives and extension of PCIe use
|
|
$
|
29
|
|
|
21
|
%
|
|
70
|
%
|
|
$
|
5
|
|
|
2015
|
|
|
Fiscal Year
|
||
|
|
2014
|
||
Pro forma net revenue
|
|
$
|
5,277
|
|
Pro forma income from continuing operations
|
|
$
|
533
|
|
Pro forma income per share attributable to Broadcom - basic
|
|
$
|
2.12
|
|
Pro forma income per share attributable to Broadcom - diluted
|
|
$
|
1.95
|
|
|
|
October 30,
2016 |
|
November 1,
2015 |
||||
Finished goods
|
|
$
|
431
|
|
|
$
|
177
|
|
Work-in-process
|
|
596
|
|
|
271
|
|
||
Raw materials
|
|
373
|
|
|
76
|
|
||
Total inventory
|
|
$
|
1,400
|
|
|
$
|
524
|
|
|
|
October 30,
2016 |
|
November 1,
2015 |
||||
Land
|
|
$
|
268
|
|
|
$
|
37
|
|
Construction in progress
|
|
361
|
|
|
153
|
|
||
Buildings and leasehold improvements
|
|
534
|
|
|
419
|
|
||
Machinery and equipment
|
|
2,475
|
|
|
1,627
|
|
||
Total property, plant and equipment
|
|
3,638
|
|
|
2,236
|
|
||
Accumulated depreciation and amortization
|
|
(1,129
|
)
|
|
(776
|
)
|
||
Total property, plant and equipment, net
|
|
$
|
2,509
|
|
|
$
|
1,460
|
|
|
|
Fiscal Year
|
||||||
|
|
2016
|
|
2015
|
||||
Beginning balance
|
|
$
|
26
|
|
|
$
|
31
|
|
Liabilities assumed in acquisitions
|
|
359
|
|
|
4
|
|
||
Charged as a reduction of revenue
|
|
461
|
|
|
37
|
|
||
Reversal of unclaimed rebates
|
|
(6
|
)
|
|
(10
|
)
|
||
Payments
|
|
(523
|
)
|
|
(36
|
)
|
||
Ending balance
|
|
$
|
317
|
|
|
$
|
26
|
|
|
|
October 30,
2016 |
|
November 1,
2015 |
||||
Deferred tax liabilities
|
|
$
|
10,287
|
|
|
$
|
9
|
|
Unrecognized tax benefits
(a)
|
|
893
|
|
|
317
|
|
||
Other
|
|
113
|
|
|
55
|
|
||
Total other long-term liabilities
|
|
$
|
11,293
|
|
|
$
|
381
|
|
|
|
Fiscal Year
|
||||||
|
|
2016
|
|
2015
|
||||
Beginning balance
|
|
$
|
(73
|
)
|
|
$
|
(50
|
)
|
Changes in accumulated other comprehensive loss:
|
|
|
|
|
||||
Other comprehensive loss before reclassifications
|
|
(99
|
)
|
|
(37
|
)
|
||
Amounts reclassified out of accumulated other comprehensive loss
|
|
4
|
|
|
1
|
|
||
Tax effects
|
|
34
|
|
|
13
|
|
||
Other comprehensive loss
|
|
(61
|
)
|
|
(23
|
)
|
||
Ending balance
|
|
$
|
(134
|
)
|
|
$
|
(73
|
)
|
|
|
Fiscal Year
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Other income
|
|
$
|
27
|
|
|
$
|
35
|
|
|
$
|
18
|
|
Interest income
|
|
10
|
|
|
8
|
|
|
6
|
|
|||
Other expense
|
|
(27
|
)
|
|
(7
|
)
|
|
(10
|
)
|
|||
Other income, net
|
|
$
|
10
|
|
|
$
|
36
|
|
|
$
|
14
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net revenue
|
|
$
|
103
|
|
|
$
|
65
|
|
|
$
|
161
|
|
|
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations before gain (loss) on disposals and income taxes
|
|
$
|
(216
|
)
|
|
$
|
1
|
|
|
$
|
(86
|
)
|
Gain (loss) on disposals of discontinued operations
|
|
42
|
|
|
(14
|
)
|
|
18
|
|
|||
Benefit from (provision for) income taxes
|
|
62
|
|
|
(14
|
)
|
|
22
|
|
|||
Loss from discontinued operations, net of income taxes
|
|
$
|
(112
|
)
|
|
$
|
(27
|
)
|
|
$
|
(46
|
)
|
|
|
Wired Infrastructure
|
|
Wireless Communications
|
|
Enterprise Storage
|
|
Industrial & Other
|
|
Total
|
||||||||||
Balance as of November 2, 2014
|
|
$
|
292
|
|
|
$
|
261
|
|
|
$
|
907
|
|
|
$
|
136
|
|
|
$
|
1,596
|
|
Emulex acquisition
|
|
—
|
|
|
—
|
|
|
83
|
|
|
—
|
|
|
83
|
|
|||||
Reclassification of goodwill related to certain assets held-for-sale
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Balance as of November 1, 2015
|
|
287
|
|
|
261
|
|
|
990
|
|
|
136
|
|
|
1,674
|
|
|||||
Broadcom Merger
|
|
17,354
|
|
|
5,670
|
|
|
—
|
|
|
—
|
|
|
23,024
|
|
|||||
Other acquisitions
|
|
—
|
|
|
21
|
|
|
11
|
|
|
8
|
|
|
40
|
|
|||||
Reclassification of goodwill related to certain assets held-for-sale
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||
Balance as of October 30, 2016
|
|
$
|
17,641
|
|
|
$
|
5,952
|
|
|
$
|
995
|
|
|
$
|
144
|
|
|
$
|
24,732
|
|
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
||||||
As of October 30, 2016:
|
|
|
|
|
|
|
||||||
Purchased technology
|
|
$
|
12,182
|
|
|
$
|
(1,855
|
)
|
|
$
|
10,327
|
|
Customer and distributor relationships
|
|
4,231
|
|
|
(1,377
|
)
|
|
2,854
|
|
|||
Trade names
|
|
528
|
|
|
(77
|
)
|
|
451
|
|
|||
Other
|
|
107
|
|
|
(7
|
)
|
|
100
|
|
|||
Intangible assets subject to amortization
|
|
17,048
|
|
|
(3,316
|
)
|
|
13,732
|
|
|||
IPR&D
|
|
1,336
|
|
|
—
|
|
|
1,336
|
|
|||
Total
|
|
$
|
18,384
|
|
|
$
|
(3,316
|
)
|
|
$
|
15,068
|
|
|
|
|
|
|
|
|
||||||
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:
|
|
|
||
2017
|
|
$
|
4,207
|
|
2018
|
|
2,825
|
|
|
2019
|
|
2,064
|
|
|
2020
|
|
1,694
|
|
|
2021
|
|
1,349
|
|
|
Thereafter
|
|
1,593
|
|
|
Total
|
|
$
|
13,732
|
|
Amortizable intangible assets:
|
|
October 30,
2016 |
|
November 1, 2015
|
Purchased technology
|
|
6
|
|
7
|
Customer and distributor relationships
|
|
3
|
|
7
|
Trade name
|
|
14
|
|
6
|
Other
|
|
12
|
|
7
|
|
|
Fiscal Year
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Numerator - Basic:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
(1,749
|
)
|
|
$
|
1,391
|
|
|
$
|
309
|
|
Less: Loss from continuing operations attributable to noncontrolling interest
|
|
(116
|
)
|
|
—
|
|
|
—
|
|
|||
Income (loss) from continuing operations attributable to ordinary shares
|
|
$
|
(1,633
|
)
|
|
$
|
1,391
|
|
|
$
|
309
|
|
|
|
|
|
|
|
|
||||||
Loss from discontinued operations, net of income taxes
|
|
$
|
(112
|
)
|
|
$
|
(27
|
)
|
|
$
|
(46
|
)
|
Less: Loss from discontinued operations, net of income taxes, attributable to noncontrolling interest
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|||
Loss from discontinued operations, net of income taxes, attributable to ordinary shares
|
|
$
|
(106
|
)
|
|
$
|
(27
|
)
|
|
$
|
(46
|
)
|
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to ordinary shares
|
|
$
|
(1,739
|
)
|
|
$
|
1,364
|
|
|
$
|
263
|
|
|
|
|
|
|
|
|
||||||
Numerator - Diluted:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
(1,749
|
)
|
|
$
|
1,391
|
|
|
$
|
309
|
|
Loss from discontinued operations, net of income taxes
|
|
(112
|
)
|
|
(27
|
)
|
|
(46
|
)
|
|||
Net income (loss)
|
|
$
|
(1,861
|
)
|
|
$
|
1,364
|
|
|
$
|
263
|
|
Denominator:
|
|
|
|
|
|
|
||||||
Weighted-average ordinary shares outstanding - basic
|
|
366
|
|
|
264
|
|
|
251
|
|
|||
Dilutive effect of equity awards
|
|
—
|
|
|
9
|
|
|
8
|
|
|||
Dilutive effect of Convertible Notes
|
|
—
|
|
|
8
|
|
|
8
|
|
|||
Exchange of noncontrolling interest for ordinary shares
|
|
17
|
|
|
—
|
|
|
—
|
|
|||
Weighted-average ordinary shares outstanding - diluted
|
|
383
|
|
|
281
|
|
|
267
|
|
|||
|
|
|
|
|
|
|
||||||
Basic income (loss) per share attributable to ordinary shares:
|
|
|
|
|
|
|
||||||
Income (loss) per share from continuing operations
|
|
$
|
(4.46
|
)
|
|
$
|
5.27
|
|
|
$
|
1.23
|
|
Loss per share from discontinued operations, net of income taxes
|
|
(0.29
|
)
|
|
(0.10
|
)
|
|
(0.18
|
)
|
|||
Net income (loss) per share
|
|
$
|
(4.75
|
)
|
|
$
|
5.17
|
|
|
$
|
1.05
|
|
|
|
|
|
|
|
|
||||||
Diluted income (loss) per share attributable to ordinary shares:
|
|
|
|
|
|
|
||||||
Income (loss) per share from continuing operations
|
|
$
|
(4.57
|
)
|
|
$
|
4.95
|
|
|
$
|
1.16
|
|
Loss per share from discontinued operations, net of income taxes
|
|
(0.29
|
)
|
|
(0.10
|
)
|
|
(0.17
|
)
|
|||
Net income (loss) per share
|
|
$
|
(4.86
|
)
|
|
$
|
4.85
|
|
|
$
|
0.99
|
|
7.
|
Retirement Plans and Post-Retirement Benefits
|
|
|
Pension Benefits
|
|
Post-Retirement Benefits
|
||||||||||||||||||||
|
|
Fiscal Year
|
|
Fiscal Year
|
||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Net periodic benefit income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
|
59
|
|
|
61
|
|
|
32
|
|
|
3
|
|
|
3
|
|
|
2
|
|
||||||
Expected return on plan assets
|
|
(72
|
)
|
|
(77
|
)
|
|
(36
|
)
|
|
(4
|
)
|
|
(5
|
)
|
|
(2
|
)
|
||||||
Net actuarial (gain) loss and prior service cost
|
|
1
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Curtailments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Settlements
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||||
Net periodic benefit income
|
|
$
|
(6
|
)
|
|
$
|
(12
|
)
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
$
|
(2
|
)
|
|
$
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial loss
|
|
$
|
88
|
|
|
$
|
36
|
|
|
$
|
59
|
|
|
$
|
11
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
|
Pension Benefits
|
|
Post-Retirement Benefits
|
||||||||||||
|
|
October 30,
2016 |
|
November 1,
2015 |
|
October 30,
2016 |
|
November 1,
2015 |
||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets — beginning of period
|
|
$
|
1,052
|
|
|
$
|
1,128
|
|
|
$
|
78
|
|
|
$
|
78
|
|
Actual return on plan assets
|
|
64
|
|
|
6
|
|
|
1
|
|
|
1
|
|
||||
Employer contributions
|
|
33
|
|
|
54
|
|
|
—
|
|
|
—
|
|
||||
Payments from plan assets
|
|
(93
|
)
|
|
(102
|
)
|
|
(1
|
)
|
|
(1
|
)
|
||||
Settlements
|
|
(11
|
)
|
|
(34
|
)
|
|
—
|
|
|
—
|
|
||||
Plan assets acquired in acquisitions
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets — end of period
|
|
$
|
1,050
|
|
|
$
|
1,052
|
|
|
$
|
78
|
|
|
$
|
78
|
|
Change in benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Benefit obligations — beginning of period
|
|
$
|
1,511
|
|
|
$
|
1,619
|
|
|
$
|
69
|
|
|
$
|
69
|
|
Service cost
|
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||
Interest cost
|
|
59
|
|
|
61
|
|
|
3
|
|
|
3
|
|
||||
Actuarial (gain) loss
|
|
80
|
|
|
(33
|
)
|
|
8
|
|
|
(2
|
)
|
||||
Benefit payments
|
|
(93
|
)
|
|
(102
|
)
|
|
(1
|
)
|
|
(1
|
)
|
||||
Settlements
|
|
(11
|
)
|
|
(34
|
)
|
|
—
|
|
|
—
|
|
||||
Benefit obligations assumed in acquisitions
|
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Foreign currency impact
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
||||
Benefit obligations — end of period
|
|
$
|
1,566
|
|
|
$
|
1,511
|
|
|
$
|
79
|
|
|
$
|
69
|
|
|
|
|
|
|
|
|
|
|
||||||||
Overfunded (underfunded) status of benefit obligations
|
|
$
|
(516
|
)
|
|
$
|
(459
|
)
|
|
$
|
(1
|
)
|
|
$
|
9
|
|
|
|
Pension Benefits
|
|
Post-Retirement Benefits
|
||||||||||||
|
|
October 30,
2016 |
|
November 1,
2015 |
|
October 30,
2016 |
|
November 1,
2015 |
||||||||
Projected benefit obligations
|
|
$
|
1,565
|
|
|
$
|
1,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accumulated benefit obligations
|
|
$
|
1,557
|
|
|
$
|
1,494
|
|
|
$
|
16
|
|
|
$
|
16
|
|
Fair value of plan assets
|
|
$
|
1,048
|
|
|
$
|
1,039
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Pension Benefits
|
|
Post-Retirement Benefits
|
||||||||||||
|
|
October 30,
2016 |
|
November 1,
2015 |
|
October 30,
2016 |
|
November 1,
2015 |
||||||||
Projected benefit obligations
|
|
$
|
1
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accumulated benefit obligations
|
|
$
|
1
|
|
|
$
|
10
|
|
|
$
|
63
|
|
|
$
|
53
|
|
Fair value of plan assets
|
|
$
|
2
|
|
|
$
|
13
|
|
|
$
|
78
|
|
|
$
|
78
|
|
|
|
Pension Benefits
|
|
Post-Retirement Benefits
|
||||||||||||
|
|
October 30,
2016 |
|
November 1,
2015 |
|
October 30,
2016 |
|
November 1,
2015 |
||||||||
Other long-term assets
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
15
|
|
|
$
|
25
|
|
Employee compensation and benefits
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Pension and post-retirement benefit obligations
|
|
$
|
516
|
|
|
$
|
460
|
|
|
$
|
15
|
|
|
$
|
15
|
|
Amounts recognized in accumulated other comprehensive loss, net of taxes:
|
|
|
|
|
|
|
|
|
||||||||
Actuarial losses and prior service costs, net of taxes
|
|
$
|
(126
|
)
|
|
$
|
(72
|
)
|
|
$
|
(8
|
)
|
|
$
|
(1
|
)
|
|
|
Pension Benefits
|
|
Post-Retirement Benefits
|
||||
2017
|
|
$
|
92
|
|
|
$
|
3
|
|
2018
|
|
$
|
91
|
|
|
$
|
3
|
|
2019
|
|
$
|
92
|
|
|
$
|
3
|
|
2020
|
|
$
|
91
|
|
|
$
|
3
|
|
2021
|
|
$
|
90
|
|
|
$
|
3
|
|
2022-2026
|
|
$
|
450
|
|
|
$
|
19
|
|
|
|
Defined Benefit Pension Plans
|
||||||||||
|
|
October 30,
2016 |
|
November 1,
2015 |
||||||||
|
|
Actual
|
|
Target
|
|
Actual
|
|
Target
|
||||
Equity investments
|
|
33
|
%
|
|
40
|
%
|
|
33
|
%
|
|
40
|
%
|
Fixed income
|
|
67
|
|
|
55
|
|
|
67
|
|
|
55
|
|
Real estate
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
October 30, 2016
|
|
||||||||||||||||
|
|
Fair Value Measurements at Reporting Date Using
|
|
|
|
||||||||||||||
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Total
|
|
||||||||
Cash equivalents
|
|
$
|
38
|
|
(a)
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
38
|
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. equity securities
|
|
155
|
|
(b)
|
|
—
|
|
|
|
—
|
|
|
155
|
|
|
||||
Non-U.S. equity securities
|
|
72
|
|
(b)
|
|
—
|
|
|
|
—
|
|
|
72
|
|
|
||||
Fixed-income securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasuries
|
|
—
|
|
|
|
39
|
|
(c)
|
|
—
|
|
|
39
|
|
|
||||
Corporate bonds
|
|
—
|
|
|
|
393
|
|
(c)
|
|
—
|
|
|
393
|
|
|
||||
Asset-backed and mortgage-backed securities
|
|
—
|
|
|
|
3
|
|
(c)
|
|
—
|
|
|
3
|
|
|
||||
Agency-backed bonds
|
|
—
|
|
|
|
3
|
|
(c)
|
|
—
|
|
|
3
|
|
|
||||
Municipal bonds
|
|
—
|
|
|
|
25
|
|
(c)
|
|
—
|
|
|
25
|
|
|
||||
Government bonds
|
|
—
|
|
|
|
11
|
|
(c)
|
|
—
|
|
|
11
|
|
|
||||
Total assets measured at fair value
|
|
$
|
265
|
|
|
|
$
|
474
|
|
|
|
$
|
—
|
|
|
739
|
|
|
|
Other types of investments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commingled funds - equities valued at NAV
|
|
|
|
|
|
|
|
|
|
116
|
|
(d)
|
|||||||
Commingled funds - bonds valued at NAV
|
|
|
|
|
|
|
|
|
|
195
|
|
(e)
|
|||||||
Total plan assets
|
|
|
|
|
|
|
|
|
|
$
|
1,050
|
|
|
|
|
November 1, 2015
|
|
||||||||||||||||
|
|
Fair Value Measurements at Reporting Date Using
|
|
|
|
||||||||||||||
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Total
|
|
||||||||
Cash equivalents
|
|
$
|
23
|
|
(a)
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
23
|
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. equity securities
|
|
132
|
|
(b)
|
|
—
|
|
|
|
—
|
|
|
132
|
|
|
||||
Non-U.S. equity securities
|
|
73
|
|
(b)
|
|
—
|
|
|
|
—
|
|
|
73
|
|
|
||||
Fixed-income securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasuries
|
|
—
|
|
|
|
24
|
|
(c)
|
|
—
|
|
|
24
|
|
|
||||
Corporate bonds
|
|
—
|
|
|
|
410
|
|
(c)
|
|
—
|
|
|
410
|
|
|
||||
Asset-backed and mortgage-backed securities
|
|
—
|
|
|
|
6
|
|
(c)
|
|
—
|
|
|
6
|
|
|
||||
Agency-backed bonds
|
|
—
|
|
|
|
2
|
|
(c)
|
|
—
|
|
|
2
|
|
|
||||
Municipal bonds
|
|
—
|
|
|
|
25
|
|
(c)
|
|
—
|
|
|
25
|
|
|
||||
Government bonds
|
|
—
|
|
|
|
23
|
|
(c)
|
|
—
|
|
|
23
|
|
|
||||
Total assets measured at fair value
|
|
$
|
228
|
|
|
|
$
|
490
|
|
|
|
$
|
—
|
|
|
718
|
|
|
|
Other types of investments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commingled funds - equities valued at NAV
|
|
|
|
|
|
|
|
|
|
141
|
|
(d)
|
|||||||
Commingled funds - bonds valued at NAV
|
|
|
|
|
|
|
|
|
|
193
|
|
(e)
|
|||||||
Total plan assets
|
|
|
|
|
|
|
|
|
|
$
|
1,052
|
|
|
a)
|
Cash equivalents primarily include short-term investment funds which consist of short-term money market instruments that are valued based on quoted prices in active markets.
|
b)
|
These U.S. equity securities and non-U.S. equity securities are valued based on quoted prices in active markets.
|
c)
|
These amounts consist of investments that are traded less frequently than Level 1 securities and are valued using inputs that include quoted prices for similar assets in active markets and inputs other than quoted prices that are observable for the asset, such as interest rates, yield curves, prepayment speeds, collateral performance, broker/dealer quotes and indices that are observable at commonly quoted intervals.
|
d)
|
These amounts consist of investments in funds not registered with U.S. Securities and Exchange Commission, or SEC, with underlying investments primarily in publicly traded U.S. and non-U.S. equity securities, including securities with small and large market capitalization.
|
e)
|
These amounts consist of investments in funds not registered with the SEC with underlying investments primarily in Treasury Inflation-Protected Securities and high-yield bonds.
|
|
|
October 30,
2016 |
|
November 1,
2015 |
||||||||
|
|
Actual
|
|
Target
|
|
Actual
|
|
Target
|
||||
Commingled funds - U.S. equities
|
|
20
|
%
|
|
20
|
%
|
|
21
|
%
|
|
20
|
%
|
Commingled funds - Non-U.S. equities
|
|
20
|
|
|
20
|
|
|
21
|
|
|
20
|
|
Commingled funds - bonds
|
|
60
|
|
|
60
|
|
|
58
|
|
|
60
|
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Assumptions for Benefit Obligations
as of
|
|
Assumptions for Expense
Fiscal Year
|
||||||
|
|
October 30,
2016 |
|
November 1,
2015 |
|
2016
|
|
2015
|
|
2014
|
Defined benefit pension plans:
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
0.50%-7.00%
|
|
0.75%-7.75%
|
|
0.75%-7.75%
|
|
1.00%-4.10%
|
|
1.00%-4.75%
|
Average increase in compensation levels
|
|
2.00%-9.16%
|
|
2.50%-11.72%
|
|
2.50%-11.72%
|
|
2.50%-6.00%
|
|
2.50%-6.00%
|
Expected long-term return on assets
|
|
N/A
|
|
N/A
|
|
1.50%-9.00%
|
|
1.50%-7.30%
|
|
1.50%-7.30%
|
|
|
Assumptions for Benefit Obligations
as of
|
|
Assumptions for Expense
Fiscal Year
|
||||||
|
|
October 30,
2016 |
|
November 1,
2015 |
|
2016
|
|
2015
|
|
2014
|
Post-retirement benefits plan:
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
3.30%-3.90%
|
|
3.90%-4.50%
|
|
3.90%-4.50%
|
|
3.80%-4.40%
|
|
4.25%-4.60%
|
Average increase in compensation levels
|
|
3.50%
|
|
3.50%
|
|
3.50%
|
|
3.50%
|
|
3.50%
|
Expected long-term return on assets
|
|
N/A
|
|
N/A
|
|
5.10%
|
|
5.40%
|
|
5.40%
|
Current medical cost trend rate
|
|
7.33%
|
|
7.67%
|
|
7.67%
|
|
8.00%
|
|
8.33%
|
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
|
)%
|
|
|
October 30, 2016
|
||||||||||
|
|
Interest Rate
|
|
Applicable Margins†
|
|
Effective Interest Rate
|
|
Amount
(In millions) |
||||
Term A Loan due February 2021
|
|
2.28
|
%
|
|
Variable based on applicable credit rating.
|
|
2.52
|
%
|
|
$
|
7,090
|
|
Term B-3 Loan due February 2023
|
|
3.53
|
%
|
|
Eurocurrency Loans: 3.0%,
Base Rate Loans: 2.0%. No LIBOR floor. (a) |
|
3.84
|
%
|
|
6,578
|
|
|
Unaccreted discount and unamortized debt issuance costs
|
|
|
(165
|
)
|
||||||||
Carrying value of 2016 Term Loans
|
|
|
$
|
13,503
|
|
|
|
October 30, 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 - August 2034
|
|
2.50% - 4.50%
|
|
|
2.50% - 4.50%
|
|
|
22
|
|
|
Carrying value of Senior Notes
|
|
|
$
|
139
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cost of products sold
|
|
$
|
48
|
|
|
$
|
26
|
|
|
$
|
18
|
|
Research and development
|
|
430
|
|
|
107
|
|
|
57
|
|
|||
Selling, general and administrative
|
|
186
|
|
|
99
|
|
|
78
|
|
|||
Total share-based compensation expense
(a)
|
|
$
|
664
|
|
|
$
|
232
|
|
|
$
|
153
|
|
a)
|
Does not include
$15 million
of share-based compensation related to discontinued operations recognized during fiscal year
2016
, which was included in loss from discontinued operations in our consolidated statements of operations.
|
|
|
Market-Based Awards
|
|||||||
|
|
Fiscal Year
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Risk-free interest rate
|
|
1.2
|
%
|
|
1.4
|
%
|
|
2.3
|
%
|
Dividend yield
|
|
1.3
|
%
|
|
1.2
|
%
|
|
1.7
|
%
|
Volatility
|
|
35.0
|
%
|
|
36.3
|
%
|
|
45.0
|
%
|
Expected term (in years)
|
|
3.8
|
|
|
4.4
|
|
|
7.0
|
|
|
|
Time-Based Options
|
||||||
|
|
Fiscal Year
|
||||||
|
|
2016
|
|
2015
|
|
2014
|
||
Risk-free interest rate
|
|
n/a
|
|
1.3
|
%
|
|
0.5% - 1.3%
|
|
Dividend yield
|
|
n/a
|
|
1.4
|
%
|
|
1.7
|
%
|
Volatility
|
|
n/a
|
|
35.0
|
%
|
|
35.0
|
%
|
Expected term (in years)
|
|
n/a
|
|
4.0
|
|
|
1.9 - 4.3
|
|
|
|
Number of Shares
Outstanding
|
|
Weighted-Average
Grant Date
Fair Value
Per Share
|
|
Weighted-
Average
Remaining
Contractual
Life (In years)
|
|
Aggregate Grant Date Fair Value
|
|||||
Balance as of November 3, 2013
|
|
2
|
|
|
$
|
34.38
|
|
|
|
|
|
||
Assumed in LSI acquisition
|
|
3
|
|
|
$
|
35.22
|
|
|
|
|
|
||
Granted
|
|
1
|
|
|
$
|
64.92
|
|
|
|
|
|
||
Vested
|
|
(1
|
)
|
|
$
|
32.87
|
|
|
|
|
$
|
22
|
|
Forfeited
|
|
(1
|
)
|
|
$
|
19.42
|
|
|
|
|
|
||
Balance as of November 2, 2014
|
|
4
|
|
|
$
|
48.82
|
|
|
|
|
|
||
Granted
|
|
3
|
|
|
$
|
119.30
|
|
|
|
|
|
||
Vested
|
|
(1
|
)
|
|
$
|
57.29
|
|
|
|
|
$
|
82
|
|
Forfeited
|
|
(1
|
)
|
|
$
|
79.51
|
|
|
|
|
|
||
Balance as of November 1, 2015
|
|
5
|
|
|
$
|
95.17
|
|
|
|
|
|
||
Assumed in Broadcom Merger
|
|
6
|
|
|
$
|
135.58
|
|
|
|
|
|
||
Granted
|
|
12
|
|
|
$
|
138.45
|
|
|
|
|
|
||
Vested
|
|
(4
|
)
|
|
$
|
114.49
|
|
|
|
|
$
|
457
|
|
Forfeited
|
|
(2
|
)
|
|
$
|
130.30
|
|
|
|
|
|
||
Balance as of October 30, 2016
|
|
17
|
|
|
$
|
130.71
|
|
|
1.65
|
|
|
|
|
Number of Shares
Outstanding
|
|
Weighted-
Average
Exercise Price
Per Share
|
|
Weighted-
Average
Remaining
Contractual
Life (In years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Balance as of November 3, 2013
|
|
22
|
|
|
$
|
29.81
|
|
|
|
|
|
||
Assumed in LSI acquisition
|
|
1
|
|
|
$
|
40.26
|
|
|
|
|
|
||
Granted
|
|
13
|
|
|
$
|
65.79
|
|
|
|
|
|
||
Exercised
|
|
(5
|
)
|
|
$
|
25.03
|
|
|
|
|
$
|
204
|
|
Cancelled
|
|
(2
|
)
|
|
$
|
53.02
|
|
|
|
|
|
||
Balance as of November 2, 2014
|
|
29
|
|
|
$
|
44.97
|
|
|
|
|
|
||
Granted
|
|
1
|
|
|
$
|
95.97
|
|
|
|
|
|
||
Exercised
|
|
(7
|
)
|
|
$
|
34.40
|
|
|
|
|
$
|
571
|
|
Cancelled
|
|
(2
|
)
|
|
$
|
65.32
|
|
|
|
|
|
||
Balance as of November 1, 2015
|
|
21
|
|
|
$
|
47.92
|
|
|
|
|
|
||
Exercised
|
|
(5
|
)
|
|
$
|
44.35
|
|
|
|
|
$
|
579
|
|
Cancelled
|
|
(1
|
)
|
|
$
|
53.56
|
|
|
|
|
|
||
Balance as of October 30, 2016
|
|
15
|
|
|
$
|
48.77
|
|
|
3.71
|
|
$
|
1,769
|
|
Fully vested as of October 30, 2016
|
|
10
|
|
|
$
|
42.53
|
|
|
3.40
|
|
$
|
1,218
|
|
Fully vested and expected to vest as of October 30, 2016
|
|
15
|
|
|
$
|
48.77
|
|
|
3.71
|
|
$
|
1,769
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Domestic income
|
|
$
|
1,365
|
|
|
$
|
1,580
|
|
|
$
|
662
|
|
Foreign loss
|
|
(2,472
|
)
|
|
(113
|
)
|
|
(320
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
|
$
|
(1,107
|
)
|
|
$
|
1,467
|
|
|
$
|
342
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current tax expense:
|
|
|
|
|
|
|
|
|
|
|||
Domestic
|
|
$
|
59
|
|
|
$
|
59
|
|
|
$
|
14
|
|
Foreign
|
|
165
|
|
|
237
|
|
|
111
|
|
|||
|
|
224
|
|
|
296
|
|
|
125
|
|
|||
Deferred tax expense (benefit):
|
|
|
|
|
|
|
|
|
|
|||
Domestic
|
|
9
|
|
|
4
|
|
|
1
|
|
|||
Foreign
|
|
409
|
|
|
(224
|
)
|
|
(93
|
)
|
|||
|
|
418
|
|
|
(220
|
)
|
|
(92
|
)
|
|||
Total provision for income taxes
|
|
$
|
642
|
|
|
$
|
76
|
|
|
$
|
33
|
|
|
|
October 30,
2016 |
|
November 1, 2015
|
||||
Deferred income tax assets:
|
|
|
|
|
|
|
||
Depreciation and amortization
|
|
$
|
15
|
|
|
$
|
2
|
|
Inventory
|
|
6
|
|
|
8
|
|
||
Trade accounts
|
|
6
|
|
|
9
|
|
||
Employee benefits
|
|
216
|
|
|
202
|
|
||
Employee share awards
|
|
90
|
|
|
58
|
|
||
Net operating loss carryovers and credit carryovers
|
|
1,773
|
|
|
288
|
|
||
Other deferred income tax assets
|
|
172
|
|
|
49
|
|
||
Gross deferred income tax assets
|
|
2,278
|
|
|
616
|
|
||
Less valuation allowance
|
|
(1,003
|
)
|
|
(147
|
)
|
||
Deferred income tax assets
|
|
1,275
|
|
|
469
|
|
||
Deferred income tax liabilities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
263
|
|
|
48
|
|
||
Notes receivable
|
|
—
|
|
|
100
|
|
||
Other deferred income tax liabilities
|
|
37
|
|
|
—
|
|
||
Foreign earnings not indefinitely reinvested
|
|
10,954
|
|
|
6
|
|
||
Deferred income tax liabilities
|
|
11,254
|
|
|
154
|
|
||
|
|
|
|
|
||||
Net deferred income tax assets (liabilities)
|
|
$
|
(9,979
|
)
|
|
$
|
315
|
|
|
|
October 30,
2016 |
|
November 1, 2015
|
||||
Other current assets
|
|
$
|
—
|
|
|
$
|
116
|
|
Other current liabilities
|
|
—
|
|
|
—
|
|
||
Net current income tax assets
|
|
$
|
—
|
|
|
$
|
116
|
|
|
|
|
|
|
||||
Other long-term assets
|
|
$
|
308
|
|
|
$
|
208
|
|
Other long-term liabilities
|
|
(10,287
|
)
|
|
(9
|
)
|
||
Net long-term income tax assets (liabilities)
|
|
$
|
(9,979
|
)
|
|
$
|
199
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning of period
|
|
$
|
578
|
|
|
$
|
487
|
|
|
$
|
37
|
|
Lapse of statute of limitations
|
|
(8
|
)
|
|
(10
|
)
|
|
(14
|
)
|
|||
Increases in balances related to tax positions taken during prior periods (including those related to acquisitions made during the year)
|
|
1,325
|
|
|
94
|
|
|
410
|
|
|||
Decreases in balances related to tax positions taken during prior periods
|
|
(1
|
)
|
|
(40
|
)
|
|
(2
|
)
|
|||
Increases in balances related to tax positions taken during current period
|
|
138
|
|
|
47
|
|
|
56
|
|
|||
Decreases in balances related to settlement with taxing authorities
|
|
(49
|
)
|
|
—
|
|
|
—
|
|
|||
End of period
|
|
$
|
1,983
|
|
|
$
|
578
|
|
|
$
|
487
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net revenue:
|
|
|
|
|
|
|
||||||
Wired infrastructure
|
|
$
|
6,582
|
|
|
$
|
1,479
|
|
|
$
|
1,151
|
|
Wireless communications
|
|
3,724
|
|
|
2,536
|
|
|
1,689
|
|
|||
Enterprise storage
|
|
2,291
|
|
|
2,180
|
|
|
867
|
|
|||
Industrial & other
|
|
643
|
|
|
629
|
|
|
562
|
|
|||
Total net revenue
|
|
$
|
13,240
|
|
|
$
|
6,824
|
|
|
$
|
4,269
|
|
|
|
|
|
|
|
|
||||||
Operating income (loss):
|
|
|
|
|
|
|
||||||
Wired infrastructure
|
|
$
|
2,664
|
|
|
$
|
478
|
|
|
$
|
287
|
|
Wireless communications
|
|
1,282
|
|
|
1,202
|
|
|
658
|
|
|||
Enterprise storage
|
|
995
|
|
|
855
|
|
|
292
|
|
|||
Industrial & other
|
|
327
|
|
|
310
|
|
|
246
|
|
|||
Unallocated expenses
|
|
(5,677
|
)
|
|
(1,213
|
)
|
|
(1,045
|
)
|
|||
Total operating income (loss)
|
|
$
|
(409
|
)
|
|
$
|
1,632
|
|
|
$
|
438
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net revenue:
|
|
|
|
|
|
|
||||||
China
|
|
$
|
7,184
|
|
|
$
|
3,675
|
|
|
$
|
2,106
|
|
United States
|
|
1,124
|
|
|
755
|
|
|
486
|
|
|||
Singapore
|
|
250
|
|
|
208
|
|
|
161
|
|
|||
Other
|
|
4,682
|
|
|
2,186
|
|
|
1,516
|
|
|||
|
|
$
|
13,240
|
|
|
$
|
6,824
|
|
|
$
|
4,269
|
|
|
|
October 30,
2016 |
|
November 1, 2015
|
||||
Long-lived assets:
|
|
|
|
|
||||
United States
|
|
$
|
1,917
|
|
|
$
|
1,116
|
|
Malaysia
|
|
153
|
|
|
123
|
|
||
Singapore
|
|
78
|
|
|
42
|
|
||
Other
|
|
361
|
|
|
179
|
|
||
|
|
$
|
2,509
|
|
|
$
|
1,460
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Total net revenue
|
|
$
|
335
|
|
|
$
|
183
|
|
|
$
|
78
|
|
Total costs and expenses including inventory purchases
|
|
$
|
81
|
|
|
$
|
80
|
|
|
$
|
42
|
|
|
|
October 30,
2016 |
|
November 1,
2015 |
||||
Total receivables
|
|
$
|
15
|
|
|
$
|
7
|
|
Total payables
|
|
$
|
7
|
|
|
$
|
4
|
|
|
|
|
|
Fiscal Year
|
|
|
||||||||||||||||||||||
|
|
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||||
Debt principal, interest and fees
|
|
$
|
15,828
|
|
|
$
|
850
|
|
|
$
|
965
|
|
|
$
|
1,019
|
|
|
$
|
3,684
|
|
|
$
|
2,757
|
|
|
$
|
6,553
|
|
Purchase commitments
|
|
1,508
|
|
|
1,455
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other contractual commitments
|
|
390
|
|
|
152
|
|
|
106
|
|
|
79
|
|
|
49
|
|
|
4
|
|
|
—
|
|
|||||||
Operating lease obligations
|
|
446
|
|
|
144
|
|
|
116
|
|
|
69
|
|
|
43
|
|
|
18
|
|
|
56
|
|
|||||||
Pension plan contributions
|
|
37
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
|
$
|
18,209
|
|
|
$
|
2,638
|
|
|
$
|
1,240
|
|
|
$
|
1,167
|
|
|
$
|
3,776
|
|
|
$
|
2,779
|
|
|
$
|
6,609
|
|
•
|
In connection with the Broadcom Merger, we began the implementation of cost reduction activities, including the expected elimination of a total of approximately
3,100
positions from our workforce across all business and functional areas on a global basis. During fiscal year
2016
, we recognized
$418 million
and
$29 million
of employee termination costs and lease exits costs, respectively, primarily associated with the Broadcom Merger. As of October 30, 2016 approximately
1,900
positions were eliminated. We expect to substantially complete the restructuring activities related to the Broadcom Merger in fiscal year 2017, and expect to incur additional costs in fiscal year 2017 primarily for termination benefits for employees on long-term transition plans.
|
•
|
In fiscal year 2015, we recognized
$34 million
and
$11 million
of employee termination costs and lease and other exit costs, respectively, for restructuring activities in connection with the Emulex acquisition.
|
•
|
In fiscal years
2015
and
2014
, we recognized
$26 million
and
$120 million
, respectively, of employee termination costs and
$6 million
and
$17 million
, respectively, of lease and other exit costs for restructuring activities in connection with the acquisition of LSI.
|
•
|
In fiscal year 2014, we recognized
$13 million
and
$3 million
of employee termination costs and lease exit costs, respectively, in connection with the closure of a fabrication facility.
|
|
|
Employee Termination Costs
|
|
Leases and Other Exit Costs
|
|
Total
|
||||||
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
|
|
13
|
|
|
13
|
|
|
26
|
|
|||
Liabilities assumed in the Broadcom Merger
|
|
2
|
|
|
13
|
|
|
15
|
|
|||
Restructuring charges
(a)
|
|
445
|
|
|
37
|
|
|
482
|
|
|||
Utilization
|
|
(344
|
)
|
|
(28
|
)
|
|
(372
|
)
|
|||
Balance as of October 30, 2016
(b)
|
|
$
|
116
|
|
|
$
|
35
|
|
|
$
|
151
|
|
(a)
|
Includes
$35 million
,
$12 million
and
$10 million
of restructuring expense related to discontinued operations recognized during fiscal years
2016
,
2015
and
2014
, respectively, which was included in income (loss) from discontinued operations in our consolidated statements of operations.
|
(b)
|
The majority of the employee termination costs balance is expected to be paid by the second quarter of fiscal year
2017
. The leases and other exit costs balance is expected to be paid during the remaining terms of the leases, which extend through fiscal year
2021
.
|
|
|
Fiscal Quarter Ended
|
||||||||||||||||||||||||||||||
|
|
October 30, 2016 (1)(2)
|
|
July 31, 2016
(1)(3) |
|
May 1, 2016 (1)(4)
|
|
January 31,
2016 |
|
November 1,
2015 |
|
August 2, 2015 (5)
|
|
May 3,
2015 |
|
February 1,
2015 |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
(In millions, except per share data)
|
||||||||||||||||||||||||||||||
Net revenue
|
|
$
|
4,136
|
|
|
$
|
3,792
|
|
|
$
|
3,541
|
|
|
$
|
1,771
|
|
|
$
|
1,840
|
|
|
$
|
1,735
|
|
|
$
|
1,614
|
|
|
$
|
1,635
|
|
Gross margin
|
|
$
|
2,171
|
|
|
$
|
1,782
|
|
|
$
|
1,046
|
|
|
$
|
941
|
|
|
$
|
997
|
|
|
$
|
884
|
|
|
$
|
846
|
|
|
$
|
826
|
|
Operating income (loss)
|
|
$
|
381
|
|
|
$
|
(264
|
)
|
|
$
|
(1,001
|
)
|
|
$
|
475
|
|
|
$
|
514
|
|
|
$
|
299
|
|
|
$
|
418
|
|
|
$
|
401
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income (loss) from continuing operations
|
|
$
|
(606
|
)
|
|
$
|
(303
|
)
|
|
$
|
(1,217
|
)
|
|
$
|
377
|
|
|
$
|
470
|
|
|
$
|
244
|
|
|
$
|
339
|
|
|
$
|
338
|
|
Income (loss) from discontinued operations, net of income taxes
|
|
(62
|
)
|
|
(12
|
)
|
|
(38
|
)
|
|
—
|
|
|
(41
|
)
|
|
(4
|
)
|
|
5
|
|
|
13
|
|
||||||||
Net income (loss)
|
|
(668
|
)
|
|
(315
|
)
|
|
(1,255
|
)
|
|
377
|
|
|
429
|
|
|
240
|
|
|
344
|
|
|
351
|
|
||||||||
Net loss attributable to noncontrolling interest
|
|
(36
|
)
|
|
(17
|
)
|
|
(69
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net income (loss) attributable to ordinary shares
|
|
$
|
(632
|
)
|
|
$
|
(298
|
)
|
|
$
|
(1,186
|
)
|
|
$
|
377
|
|
|
$
|
429
|
|
|
$
|
240
|
|
|
$
|
344
|
|
|
$
|
351
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Diluted income (loss) per share attributable to ordinary shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income (loss) per share from continuing operations
|
|
$
|
(1.44
|
)
|
|
$
|
(0.72
|
)
|
|
$
|
(2.93
|
)
|
|
$
|
1.30
|
|
|
$
|
1.64
|
|
|
$
|
0.85
|
|
|
$
|
1.19
|
|
|
$
|
1.22
|
|
Income (loss) per share from discontinued operations, net of income taxes
|
|
(0.15
|
)
|
|
(0.03
|
)
|
|
(0.09
|
)
|
|
—
|
|
|
(0.15
|
)
|
|
(0.01
|
)
|
|
0.02
|
|
|
0.04
|
|
||||||||
Net income (loss) per share
|
|
$
|
(1.59
|
)
|
|
$
|
(0.75
|
)
|
|
$
|
(3.02
|
)
|
|
$
|
1.30
|
|
|
$
|
1.49
|
|
|
$
|
0.84
|
|
|
$
|
1.21
|
|
|
$
|
1.26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Dividends declared and paid per share
|
|
$
|
0.51
|
|
|
$
|
0.50
|
|
|
$
|
0.49
|
|
|
$
|
0.44
|
|
|
$
|
0.42
|
|
|
$
|
0.40
|
|
|
$
|
0.38
|
|
|
$
|
0.35
|
|
Dividends declared and paid per share-full year
|
|
$
|
1.94
|
|
|
|
|
|
|
|
|
$
|
1.55
|
|
|
|
|
|
|
|
(1)
|
Includes the results of BRCM beginning with the fiscal quarter ended May 1, 2016 in connection with the completion of the Broadcom Merger on February 1, 2016. The results of BRCM include amortization of acquisition-related intangible assets of
$402 million
,
$760 million
and
$749 million
for the fiscal quarters ended October 30, 2016, July 31, 2016 and May 1, 2016, respectively.
|
(2)
|
Includes restructuring, impairment and disposal charges of
$420 million
, a purchase accounting effect on inventory charge of
$86 million
and a loss on debt extinguishment of
$49 million
.
|
(3)
|
Includes restructuring, impairment and disposal charges of
$282 million
and a purchase accounting effect on inventory charge of
$271 million
.
|
(4)
|
Includes a purchase accounting effect on inventory charge of
$828 million
, restructuring, impairment and disposal charges of
$319 million
and a loss on debt extinguishment of
$53 million
.
|
(5)
|
Includes restructuring, impairment and disposal charges of
$100 million
.
|
|
|
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 October 30, 2016
|
|
$
|
66
|
|
|
$
|
1,216
|
|
|
$
|
(1,030
|
)
|
|
$
|
252
|
|
Fiscal year ended November 1, 2015
|
|
$
|
58
|
|
|
$
|
339
|
|
|
$
|
(331
|
)
|
|
$
|
66
|
|
Fiscal year ended November 2, 2014
|
|
$
|
38
|
|
|
$
|
257
|
|
|
$
|
(237
|
)
|
|
$
|
58
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other accounts receivable allowances
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fiscal year ended October 30, 2016
|
|
$
|
9
|
|
|
$
|
142
|
|
|
$
|
(111
|
)
|
|
$
|
40
|
|
Fiscal year ended November 1, 2015
|
|
$
|
7
|
|
|
$
|
20
|
|
|
$
|
(18
|
)
|
|
$
|
9
|
|
Fiscal year ended November 2, 2014
|
|
$
|
4
|
|
|
$
|
21
|
|
|
$
|
(18
|
)
|
|
$
|
7
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income tax valuation allowance
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fiscal year ended October 30, 2016
|
|
$
|
147
|
|
|
$
|
882
|
|
|
$
|
(26
|
)
|
|
$
|
1,003
|
|
Fiscal year ended November 1, 2015
|
|
$
|
120
|
|
|
$
|
28
|
|
|
$
|
(1
|
)
|
|
$
|
147
|
|
Fiscal year ended November 2, 2014
|
|
$
|
17
|
|
|
$
|
103
|
|
|
$
|
—
|
|
|
$
|
120
|
|
(1)
|
Distributor credit allowance relates to price adjustments and limited stock returns.
|
(2)
|
Other accounts receivable allowances primarily include allowance for doubtful accounts and sales returns.
|
(3)
|
The change in the fiscal year 2016 valuation allowance was a result of the Broadcom Merger and an increase in state deferred tax assets not expected to be realized. 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.
|
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 us;
|
•
|
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 us are being made only in accordance with authorizations of management and directors of us; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
•
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of us;
|
•
|
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 us are being made only in accordance with authorizations of management and directors of us; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our 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
|
|
Page
|
Financial Statements of Broadcom Limited
|
|
Financial Statements of Broadcom Cayman L.P.
|
|
|
BROADCOM LIMITED
|
||
|
|
|
|
|
By:
|
/s/ Hock E. Tan
|
|
|
|
Name:
|
Hock E. Tan
|
|
|
Title:
|
President and Chief Executive Officer
|
|
BROADCOM CAYMAN L.P.,
|
||
|
by its General Partner, Broadcom 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 23, 2016
|
Hock E. Tan
|
|
|
|
|
|
|
|
|
|
/s/ Thomas H. Krause, Jr.
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
December 23, 2016
|
Thomas H. Krause, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Kirsten M. Spears
|
|
Principal Accounting Officer
|
|
December 23, 2016
|
Kirsten M. Spears
|
|
|
|
|
|
|
|
|
|
/s/ James Diller Sr.
|
|
Chairman of the Board of Directors
|
|
December 23, 2016
|
James Diller Sr.
|
|
|
|
|
|
|
|
|
|
/s/ Lewis C. Eggebrecht
|
|
Director
|
|
December 23, 2016
|
Lewis C. Eggebrecht
|
|
|
|
|
|
|
|
|
|
/s/ Kenneth Y. Hao
|
|
Director
|
|
December 23, 2016
|
Kenneth Y. Hao
|
|
|
|
|
|
|
|
|
|
/s/ Eddy W. Hartenstein
|
|
Director
|
|
December 23, 2016
|
Eddy W. Hartenstein
|
|
|
|
|
|
|
|
|
|
/s/ Check Kian Low
|
|
Director
|
|
December 23, 2016
|
Check Kian Low
|
|
|
|
|
|
|
|
|
|
/s/ Donald Macleod
|
|
Director
|
|
December 23, 2016
|
Donald Macleod
|
|
|
|
|
|
|
|
|
|
/s/ Peter J. Marks
|
|
Director
|
|
December 23, 2016
|
Peter J. Marks
|
|
|
|
|
|
|
|
|
|
/s/ Justine Page
|
|
Director
|
|
December 23, 2016
|
Justine Page
|
|
|
|
|
|
|
|
|
|
/s/ Henry Samueli
|
|
Director
|
|
December 23, 2016
|
Henry Samueli
|
|
|
|
|
|
|
|
|
|
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., 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
|
|
|
2.5
|
|
Agreement and Plan of Merger, dated November 2, 2016, by and among Brocade Communications Systems, Inc., Broadcom Limited, Broadcom Corporation and Bobcat Merger Sub, Inc.
|
|
Broadcom Limited Current Report on Form 8-K/A (Commission File No. 001-37690)
|
November 2, 2016
|
|
|
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
|
|
|
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
|
|
|
Exhibit
No.
|
|
|
|
Incorporated by Referenced Herein
|
|
Filed
Herewith
|
|
|
Description
|
|
Form
|
Filing Date
|
|
||
10.1
|
|
Form of Indemnification Agreement (Directors) (effective June 1, 2016).
|
|
Broadcom Limited Quarterly Report on Form 10-Q (Commission File No. 001-37690)
|
June 9, 2016
|
|
|
10.2
|
|
Form of Indemnification Agreement (Officers) (effective June 1, 2016).
|
|
Broadcom Limited Quarterly Report on Form 10-Q (Commission File No. 001-37690)
|
June 9, 2016
|
|
|
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.
|
|
Broadcom Limited Quarterly Report on Form 10-Q (Commission File No. 001-37690)
|
June 9, 2016
|
|
|
10.9
|
|
Second Incremental Term A Facility Amendment, dated as of August 2, 2016, to the Credit Agreement among Avago Technologies Cayman Holdings Ltd., Avago Technologies Cayman Finance Limited, BC Luxembourg S.à r.l., Bank of America, N.A., as administrative agent and the lenders party thereto.
|
|
Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)
|
August 3, 2016
|
|
|
Exhibit
No.
|
|
|
|
Incorporated by Referenced Herein
|
|
Filed
Herewith
|
|
|
Description
|
|
Form
|
Filing Date
|
|
||
10.10
|
|
First Amendment, dated as of August 2, 2016, to the Credit Agreement among Avago Technologies Cayman Holdings Ltd., Avago Technologies Cayman Finance Limited, BC Luxembourg S.à r.l., Bank of America, N.A., as administrative agent and the lenders party thereto.
|
|
Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)
|
August 3, 2016
|
|
|
10.11
|
|
Second Amendment, dated as of August 2, 2016, to the Credit Agreement among Avago Technologies Cayman Holdings Ltd., Avago Technologies Cayman Finance Limited, BC Luxembourg S.à r.l., Bank of America, N.A., as administrative agent and the lenders party thereto.
|
|
Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)
|
August 3, 2016
|
|
|
10.12
|
|
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
|
|
|
10.13
|
|
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
|
|
|
10.14
|
|
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
|
|
|
10.15
|
|
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
|
|
|
10.16
|
|
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
|
|
|
10.17
|
|
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
|
|
|
Exhibit
No.
|
|
|
|
Incorporated by Referenced Herein
|
|
Filed
Herewith
|
|
|
Description
|
|
Form
|
Filing Date
|
|
||
10.18
|
|
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
|
|
|
10.19
|
|
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
|
|
|
10.20
|
|
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
|
|
|
10.21
|
|
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
|
|
|
10.22
|
|
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
|
|
|
10.23
|
|
Lease Agreement dated May 18, 2000 between M-D Downtown Sunnyvale, LLC and the Broadcom Corporation.
|
|
Broadcom Corporation Annual Report on Form 10-K (Commission File No. 000-23993)
|
March 31, 2003
|
|
|
10.24
|
|
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
|
|
|
10.25
|
|
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
|
|
|
10.26*
|
|
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
|
|
|
10.27
|
|
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
|
|
|
Exhibit
No.
|
|
|
|
Incorporated by Referenced Herein
|
|
Filed
Herewith
|
|
|
Description
|
|
Form
|
Filing Date
|
|
||
10.28
|
|
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
|
|
|
10.29
|
|
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
|
|
|
10.30
|
|
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
|
|
|
10.31
|
|
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
|
|
|
10.32
|
|
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
|
|
|
10.33
|
|
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
|
|
|
10.34
|
|
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
|
|
|
10.35
|
|
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
|
|
|
10.36
|
|
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
|
|
|
10.37
|
|
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
|
|
|
10.38*
|
|
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
|
|
|
Exhibit
No.
|
|
|
|
Incorporated by Referenced Herein
|
|
Filed
Herewith
|
|
|
Description
|
|
Form
|
Filing Date
|
|
||
10.39
|
|
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
|
|
|
|
|
|
|
|
|
|
|
10.40+
|
|
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
|
|
|
10.41+
|
|
Second Amended and Restated Employee Share Purchase Plan.
|
|
Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)
|
February 2, 2016
|
|
|
10.42+
|
|
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
|
|
|
10.43+
|
|
Amendment to the Amended and Restatement Equity Incentive Plan for Executives Employees of Avago Technologies Limited and Subsidiaries.
|
|
|
|
|
X
|
10.44+
|
|
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
|
|
|
10.45+
|
|
Amendment to the LSI Corporation 2003 Equity Incentive Plan.
|
|
|
|
|
X
|
10.46+
|
|
Emulex Corporation 2005 Equity Incentive Plan
|
|
Avago Technologies Limited Registration Statement on Form S-8 (Commission File No. 333-203858)
|
May 5, 2015
|
|
|
10.47+
|
|
Amendment to the Amended and Restated Emulex Corporation 2005 Equity Incentive Plan.
|
|
|
|
|
X
|
10.48+
|
|
Broadcom Corporation 2012 Stock Incentive Plan
|
|
Broadcom Corporation Annual Report on Form 10-K (Commission File No. 000-23993)
|
January 29, 2015
|
|
|
10.49+
|
|
Amendment to the Broadcom Corporation 2012 Stock Incentive Plan.
|
|
|
|
|
X
|
Exhibit
No.
|
|
|
|
Incorporated by Referenced Herein
|
|
Filed
Herewith
|
|
|
Description
|
|
Form
|
Filing Date
|
|
||
10.50+
|
|
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
|
|
|
10.51+
|
|
Amendment to the Broadcom Corporation 1998 Stock Incentive Plan.
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
10.52+
|
|
Form of Annual Bonus Plan for Executive Employees.
|
|
|
|
|
X
|
10.53+
|
|
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
|
|
|
10.54+
|
|
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
|
|
|
10.55+
|
|
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
|
|
|
10.56+
|
|
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
|
|
|
10.57+
|
|
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
|
|
|
10.58+
|
|
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
|
|
|
10.59+
|
|
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
|
|
|
10.60+
|
|
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
|
|
|
10.61+
|
|
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
|
|
|
10.62+
|
|
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
|
|
|
Exhibit
No.
|
|
|
|
Incorporated by Referenced Herein
|
|
Filed
Herewith
|
|
|
Description
|
|
Form
|
Filing Date
|
|
||
10.63+
|
|
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
|
|
|
10.64+
|
|
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
|
|
|
10.65+
|
|
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
|
|
|
10.66+
|
|
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
|
|
|
10.67+
|
|
Severance Benefits Agreement, dated October 17, 2017, between Broadcom Limited and Thomas H. Krause, Jr.
|
|
|
|
|
X
|
10.68+
|
|
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
|
|
|
10.69+
|
|
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
|
|
|
10.70+
|
|
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
|
|
|
10.71+*
|
|
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
|
|
|
10.72+
|
|
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
|
|
|
10.73+
|
|
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
|
|
|
10.74+
|
|
Performance Share Unit Award Agreement, dated June 15, 2016, between Broadcom Limited and Hock E. Tan.
|
|
Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)
|
June 16, 2016
|
|
|
10.75+
|
|
Separation Agreement, dated October 14, 2016, by and between Broadcom Limited and Anthony E. Maslowski.
|
|
|
|
|
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
|
Exhibit
No.
|
|
|
|
Incorporated by Referenced Herein
|
|
Filed
Herewith
|
|
|
Description
|
|
Form
|
Filing Date
|
|
||
31.1
|
|
Certification of Principal Executive Officer of Broadcom Limited 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 of Broadcom Limited 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
|
31.3
|
|
Certification of Principal Executive Officer of Broadcom Cayman L.P. 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
|
31.4
|
|
Certification of Principal Financial Officer of Broadcom Cayman L.P. 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 of Broadcom Limited 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 of Broadcom Limited Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
X
|
32.3
|
|
Certification of Principal Executive Officer of Broadcom Cayman L.P. Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
X
|
32.4
|
|
Certification of Principal Financial Officer of Broadcom Cayman L.P. 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
|
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. Broadcom Limited 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.
|
1.
|
The reference to “Avago Technologies Limited, a company organized under the laws of Singapore” in Section 1(a) of the Plan shall be deleted and replaced with “Broadcom Limited, a limited company incorporated under the Republic of Singapore.”
|
2.
|
All references in the Plan to the “Company” or “Avago Technologies Limited” shall refer to the Company.
|
3.
|
All references to “ordinary shares,” “Shares,” or other similar terms in the Plan shall refer to the ordinary shares of the Company.
|
4.
|
Except as provided in this Amendment, the Plan shall remain in full force and effect.
|
1.
|
The following will replace Section 2.11 of the Plan in its entirety:
|
2.
|
All references to “ordinary shares,” “shares,” “stock,” “common stock,” “shares of common stock” or other similar terms in the Plan shall refer to the ordinary shares of the Company.
|
3.
|
Except as provided in this Amendment, the Plan shall remain in full force and effect.
|
1.
|
All references in the Plan to the “Company” or “Emulex Corporation” shall refer to the Company. The following will replace Section 2.17 of the Plan in its entirety:
|
2.
|
All references to “stock,” “shares,” “common stock,” “shares of common stock” or other similar terms in the Plan shall refer to the ordinary shares of the Company. The following will replace Section 2.16 of the Plan in its entirety:
|
3.
|
Except as provided in this Amendment, the Plan shall remain in full force and effect.
|
1.
|
All references to the “Corporation,” “Broadcom Corporation” or “Broadcom Corporation, a California corporation” in the Plan shall refer to the Company. The following will replace Section F of the Appendix to the Plan in its entirety:
|
2.
|
All references to “stock,” “common stock,” “shares of common stock” or other similar terms in the Plan shall refer to the ordinary shares of the Corporation. All references to “shares of Common Stock,” “Class A Common Stock” or “Common Stock” in the Plan shall be deleted and replaced with “Shares”.
|
3.
|
The following will replace Section E of the Appendix of the Plan in its entirety:
|
4.
|
The following will replace Article One, Section V.A of the Plan in its entirety:
|
5.
|
The following will replace Article One, Section V.B of the Plan in its entirety:
|
6.
|
The following will replace Article One, Section V.C of the Plan in its entirety:
|
7.
|
The following will replace Article Four of the Plan in its entirety:
|
8.
|
All references to Article Four of the Plan and to the “Director Automatic Grant Program” will be deleted in their entirety. The following will replace Section H of the Appendix of the Plan in its entirety:
|
9.
|
Except as provided in this Amendment, the Plan shall remain in full force and effect.
|
1.
|
All references to the “Corporation,” “Broadcom Corporation” or “Broadcom Corporation, a California corporation” in the Plan shall refer to the Company. The following will replace Section F of the Appendix to the Plan in its entirety:
|
2.
|
All references to “stock,” “common stock,” “shares of common stock” or other similar terms in the Plan shall refer to the ordinary shares of the Corporation. All references to “shares of Common Stock,” “Class A Common Stock” or “Common Stock” in the Plan shall be deleted and replaced with “Shares”.
|
3.
|
The following will replace Section E of the Appendix of the Plan in its entirety: “E.
Shares
means the ordinary shares of the Company, no par value.”
|
4.
|
Article One, Section V.B of the Plan and all references thereto will be deleted in their entirety.
|
5.
|
Clause (vii) of Article One, Section V.E. will be deleted in its entirety.
|
6.
|
The following will replace Article Four of the Plan in its entirety:
|
7.
|
All references to Article Four of the Plan and to the “Director Automatic Grant Program” will be deleted in their entirety. The following will replace Section H of the Appendix of the Plan in its entirety:
|
8.
|
Except as provided in this Amendment, the Plan shall remain in full force and effect.
|
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. The Division or Function metrics used to calculate an eligible employee’s payout will be the metrics the Division or Function in which the eligible employee is employed, as of record, on the last day of the fiscal year.
|
Program Award
|
The Program award payout (“Program Award”) for each participant will be
|
Determination
|
determined as follows.
|
1.
|
Eligible Earnings
: Represent base wages paid during the performance period and include vacation, holiday and sick pay. Eligible earnings exclude, bonus payments, allowances and any leave payments or reimbursements to the employee or the Company made by local Government or a third party. 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 $
|
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. |
•
|
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.
|
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 $
|
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
|
Grant Date
|
Type
|
Exercise Price
|
Shares Granted
|
Shares Vested
|
Shares Unvested
|
Time- or Performance-Based Vesting
|
Shares Accelerated
|
3/12/2013
|
RSU
|
$0.00
|
20,000
|
15,000
|
5,000
|
Time
|
5,000
|
3/12/2013
|
Option
|
$35.45
|
60,000
|
45,000
|
15,000
|
Time
|
15,000
|
9/11/2013
|
RSU
|
$0.00
|
30,000
|
22,500
|
7,500
|
Time
|
7,500
|
9/11/2013
|
Option
|
$39.25
|
90,000
|
67,500
|
22,500
|
Time
|
22,500
|
3/11/2014
|
RSU
|
$0.00
|
16,667
|
8,334
|
8,333
|
Time
|
8,333
|
3/11/2014
|
Option
|
$62.02
|
50,000
|
25,000
|
25,000
|
Time
|
25,000
|
12/9/2014
|
RSU
|
$0.00
|
3,000
|
750
|
2,250
|
Time
|
2,250
|
3/15/2015
|
RSU
|
$0.00
|
15,000
|
3,750
|
11,250
|
Time
|
11,250
|
3/15/2015
|
RSU
|
$0.00
|
15,000
|
3,750
|
11,250
|
Time
|
11,250
|
12/15/2015
|
RSU
|
$0.00
|
3,000
|
0
|
3,000
|
Time
|
3,000
|
3/15/2016
|
PRSU
|
$0.00
|
13,000
|
0
|
13,000
|
Performance
|
0
|
3/15/2016
|
RSU
|
$0.00
|
13,000
|
0
|
13,000
|
Time
|
13,000
|
Name of Subsidiary
|
Country of Incorporation
|
Agere Systems LLC
|
Delaware (U.S.A.)
|
AT Luxembourg S.a. r.l.
|
Luxembourg
|
Athena Semiconductors, LLC
|
Delaware (U.S.A.)
|
Avago Technologies Acquisition Holding Pte. Ltd.
|
Singapore
|
Avago Technologies Cayman Finance Limited
|
Cayman Islands
|
Avago Technologies Cayman Holdings Ltd
|
Cayman Islands
|
Avago Technologies Cayman Ltd.
|
Cayman Islands
|
Avago Technologies Finance Pte. Ltd.
|
Singapore
|
Avago Technologies General IP (Singapore) Pte. Ltd.
|
Singapore
|
Avago Technologies Holdings B.V.
|
Netherlands
|
Avago Technologies International Sales Pte. Limited
|
Singapore
|
Avago Technologies Luxembourg S.Ar.L
|
Luxembourg
|
Avago Technologies Manufacturing (Singapore) Pte. Ltd.
|
Singapore
|
Avago Technologies U.S. Inc.
|
Delaware (U.S.A.)
|
Avago Technologies Wireless (U.S.A.) Manufacturing Inc.
|
Delaware (U.S.A.)
|
BC Luxembourg S.a r.l.
|
Luxembourg
|
Broadcom Asia Distribution Pte. Ltd.
|
Singapore
|
Broadcom Bermuda LP
|
Bermuda
|
Broadcom Cayman L.P.
†
|
Cayman Islands
|
Broadcom Cayman Limited
|
Cayman Islands
|
Broadcom Communications Bermuda Limited
|
Bermuda
|
Broadcom Communications Netherlands B.V.
|
Netherlands
|
Broadcom Corporation
|
California (U.S.A.)
|
Broadcom International Distribution Company
|
Ireland
|
Broadcom International Limited
|
Cayman Islands
|
Broadcom International LLC
|
Delaware (U.S.A.)
|
Broadcom International Pte. Ltd.
|
Singapore
|
Broadcom Limited
|
England
|
Broadcom Netherlands B.V.
|
Netherlands
|
Broadcom Products Ireland
|
Ireland
|
Broadcom Singapore Pte Ltd.
|
Singapore
|
Broadcom Singapore Technologies Pte. Ltd.
|
Singapore
|
Broadcom Technologies Bermuda Unlimited
|
Bermuda
|
Broadcom UK Ltd.
|
Delaware (U.S.A.)
|
BroadLight, Inc.
|
Delaware (U.S.A.)
|
CMK LLC
|
Delaware (U.S.A.)
|
Cyoptics, Inc.
|
Delaware (U.S.A.)
|
Emulex Corporation
|
California (U.S.A.)
|
Gigle Networks LLC
|
Delaware (U.S.A.)
|
Global Locate, Inc.
|
Delaware (U.S.A.)
|
LSI Corporation
|
Delaware (U.S.A.)
|
LSI Logic Asia, Inc.
|
Delaware (U.S.A.)
|
LSI Logic HK Holdings
|
Cayman Islands
|
LSI Storage Ireland Limited
|
Ireland
|
LSI Technology (Singapore) Pte Ltd.
|
Singapore
|
Mavnet Acquisition Corp.
|
California (U.S.A.)
|
MGBASE-T Alliance, Inc.
|
Delaware (U.S.A.)
|
Netlogic I LLC
|
Delaware (U.S.A.)
|
NetLogic Microsystems Caymans Limited
|
Cayman Islands
|
NetLogic Microsystems Europe B.V.
|
British Virgin Islands
|
Netlogic Microsystems, LLC
|
Delaware (U.S.A.)
|
O.C. Property Company, LLC
|
Delaware (U.S.A.)
|
PLX Technology, Inc.
|
Delaware (U.S.A.)
|
RMI International Caymans Limited
|
Cayman Islands
|
Serverworks Corporation
|
Delaware (U.S.A.)
|
ServerWorks International Ltd.
|
Cayman Islands
|
Teknovus, Inc.
|
California (U.S.A.)
|
Silicon Manufacturing Partners Pte Ltd.*
|
Singapore
|
|
|
† This subsidiary is the only subsidiary of Broadcom Limited that is not a subsidiary of Broadcom Cayman L.P.
|
|
* 51% LSI Technology (Singapore) Pte. Lted.; 49% GlobalFoundries
|
|
|
|
|
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Broadcom 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 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 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
|
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Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10-K 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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Chief Financial Officer and Principal Financial Officer
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1.
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I have reviewed this Annual Report on Form 10-K of Broadcom Cayman L.P.;
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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/ Hock E. Tan
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Hock E. Tan
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Chief Executive Officer of Broadcom Limited, the Registrant’s sole general partner
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1.
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I have reviewed this Annual Report on Form 10-K of Broadcom Cayman L.P.;
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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 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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Chief Financial Officer and Principal Financial Officer of Broadcom Limited, the Registrant’s sole general partner
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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 23, 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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December 23, 2016
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/s/ Thomas H. Krause, Jr.
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Thomas H. Krause, Jr.
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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 Partnership.
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Date:
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December 23, 2016
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/s/ Hock E. Tan
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Hock E. Tan
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Chief Executive Officer of Broadcom Limited, the Registrant’s sole general partner
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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 Partnership.
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Date:
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December 23, 2016
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/s/ Thomas H. Krause, Jr.
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Thomas H. Krause, Jr.
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Chief Financial Officer and Principal Financial Officer of Broadcom Limited, the Registrant’s sole general partner
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