Broadcom
Annual Report 2016

Plain-text annual report

Table of ContentsUNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549Form 10-K(MARK ONE) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 30, 2016OR☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to State or Other Jurisdiction ofIncorporation or Organization Exact Name of Registrant as Specified in Its Charter Address of Principal ExecutiveOfficesRegistrant’s telephone number, including area code Commission FileNumber IRS EmployerIdentification No.Singapore Broadcom Limited 001-37690 98-1254807 1 Yishun Avenue 7Singapore 768923 (65) 6755-7888 Cayman Islands Broadcom Cayman L.P. 333-2025938 98-1254815 c/o/ Broadcom Limited 1 Yishun Avenue 7Singapore 768923 (65) 6755-7888 Securities registered pursuant to Section 12(b) of the Act: Title of Class Name of Each Exchange on Which Registered Ordinary Shares, no par value The NASDAQ Global Select Market Securities registered pursuant to Section 12(g) of the Act:None(Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Broadcom Limited: Yes ☑ No ☐ Broadcom Cayman L.P.: Yes ☐ No ☑Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Broadcom Limited: Yes ☑ No ☐ Broadcom Cayman L.P.: Yes ☐ No ☑Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Broadcom Limited: Yes ☑ No ☐ Broadcom Cayman L.P.: Yes ☑ No ☐Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Broadcom Limited: Yes ☑ No ☐ Broadcom Cayman L.P.: Yes ☑ No ☐Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.Broadcom Limited ☐ Broadcom Cayman L.P.: ☑ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of“large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):Broadcom Limited: Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐Broadcom Cayman L.P.: Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☑ Smaller reporting company ☐ (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Broadcom Limited: Yes ☐ No ☑ Broadcom Cayman L.P.: Yes ☐ No ☑State the aggregate market value of Broadcom Limited’s voting and non-voting ordinary shares held by non-affiliates as of the last business day of the Registrant’s mostrecently completed second fiscal quarter: As of May 1, 2016, the last business day of our most recently completed second fiscal quarter, the aggregate market value of BroadcomLimited’s ordinary shares held by non-affiliates of Broadcom Limited (based upon the closing sale price of such shares on the Nasdaq Global Select Market on April 29, 2016, thelast trading day prior to our fiscal quarter end) was approximately $57.5 billion.As of November 27, 2016, Broadcom Limited had 398,980,392 of its ordinary shares, no par value per share, outstanding. As of November 27, 2016, Broadcom CaymanL.P. had 390,237,855 common partnership units outstanding (all of which are owned by Broadcom Limited) and 22,804,591 restricted exchangeable partnership units outstanding.Documents Incorporated by ReferenceInformation required in response to Part III of this Annual Report on Form 10-K is hereby incorporated by reference from Broadcom Limited’s definitive Proxy Statement forits 2017 Annual General Meeting of Shareholders. Except as expressly incorporated by reference, Broadcom Limited’s Proxy Statement shall not be deemed to be a part of thisAnnual Report on Form 10-K. Broadcom Limited intends to file its definitive Proxy Statement within 120 days after its fiscal year ended October 30, 2016.Table of ContentsEXPLANATORY NOTEThis report combines the annual reports on Form 10-K for the fiscal year ended October 30, 2016 of Broadcom Limited and Broadcom Cayman L.P.Unless stated otherwise or the context otherwise requires, references to “Broadcom,” “we,” “our” and “us” mean Broadcom Limited and its consolidatedsubsidiaries, including Broadcom Cayman L.P. References to the “Partnership” mean Broadcom Cayman L.P. and its consolidated subsidiaries. Financialinformation and results of operations presented in the Form 10-K for the periods prior to February 1, 2016 relate to Avago Technologies Limited, ourpredecessor, and relate to Broadcom and the Partnership for the periods after February 1, 2016. Broadcom Corporation was indirectly acquired by Broadcomon February 1, 2016 (refer to Note 1. “Overview and Basis of Presentation” included in Part II, Item 8 of this Form 10-K for additional information).As of October 30, 2016, Broadcom Limited owned approximately 95% of the Partnership (represented by common partnership units, or Common Units)and is the sole general partner of the Partnership, or the General Partner. The balance of the interest in the Partnership is held by certain former BroadcomCorporation shareholders of common stock, or the Limited Partners, in the form of restricted exchangeable limited partnership units, or Partnership REUs. Asthe General Partner, Broadcom has the exclusive right, power and authority to manage, control, administer and operate the business and affairs and to makedecisions regarding the undertaking and business of the Partnership in accordance with the amended and restated exempted limited partnership agreement, asamended from time to time, and applicable laws. There is no board of directors of the Partnership.Shareholders’ equity, partners’ capital and the Limited Partners’ noncontrolling interest in Broadcom are the primary areas of difference between theconsolidated financial statements of Broadcom and those of the Partnership. The Partnership’s capital consists of Common Units owned by Broadcom andPartnership REUs owned by the Limited Partners. The Partnership REUs are accounted for in partners’ capital in the Partnership’s financial statements and asnoncontrolling interest in shareholders’ equity in Broadcom’s financial statements.The material differences between Broadcom and the Partnership are discussed in sections in this report, including separate financial statements (butcombined footnotes), separate disclosure controls and procedures sections, separate certifications of periodic report under Section 302 of the Sarbanes-OxleyAct of 2002 and separate certifications pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. In thesections that combine disclosure for Broadcom and the Partnership, this report refers to actions or holdings as being actions or holdings of Broadcom.Broadcom consolidates the Partnership for financial reporting purposes, and neither Broadcom nor the Partnership has material assets other than itsinterests in their subsidiaries. Therefore, while shareholders’ equity and partners’ capital differ as discussed above, the assets of Broadcom and the Partnershipare materially the same on their respective financial statements.Table of ContentsBROADCOM LIMITED AND BROADCOM CAYMAN L.P.2016 ANNUAL REPORT ON FORM 10-KTABLE OF CONTENTS PagePART I.ITEM 1.BUSINESS2ITEM 1A.RISK FACTORS11ITEM 1B.UNRESOLVED STAFF COMMENTS31ITEM 2.PROPERTIES32ITEM 3.LEGAL PROCEEDINGS32ITEM 4.MINE SAFETY DISCLOSURES32 PART II.ITEM 5.MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUERSALE AND PURCHASES OF EQUITY SECURITIES33ITEM 6.SELECTED FINANCIAL DATA36ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS38ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK57ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA58ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE118ITEM 9A.CONTROLS AND PROCEDURES118ITEM 9B.OTHER INFORMATION121 PART III.ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE121ITEM 11.EXECUTIVE COMPENSATION121ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSHAREHOLDER MATTERS121ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE121ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES121 PART IV.ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES122SIGNATURES123EXHIBIT INDEX125Table of ContentsPART IThe following discussion should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this AnnualReport on Form 10-K. This Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws andparticularly in Item 1: “Business,” Item 1A: “Risk Factors,” Item 3: “Legal Proceedings” and Item 7: “Management’s Discussion and Analysis of FinancialCondition and Results of Operations” of this Annual Report on Form 10-K. These statements are indicated by words or phrases such as “anticipate,” “expect,”“estimate,” “seek,” “plan,” “believe,” “could,” “intend,” “will,” and similar words or phrases. These forward-looking statements may include projections offinancial information; statements about historical results that may suggest trends for our business; statements of the plans, strategies, and objectives ofmanagement for future operations; statements of expectation or belief regarding future events (including any acquisitions we may make), technologydevelopments, our products, product sales, expenses, liquidity, cash flow and growth rates, or enforceability of our intellectual property rights; and the effectsof seasonality on our business. Such statements are based on current expectations, estimates, forecasts and projections of our or industry performance andmacroeconomic conditions, based on management’s judgment, beliefs, current trends and market conditions, and involve risks and uncertainties that maycause actual results to differ materially from those contained in the forward-looking statements. We derive most of our forward-looking statements from ouroperating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that itis very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Accordingly, wecaution you not to place undue reliance on these statements. Important factors that could cause actual results to differ materially from our expectations aredisclosed under “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K. These factors include risks associated with our acquisition ofBroadcom Corporation and other acquisitions we may make, such as delays, challenges and expenses associated with integrating acquired companies withour existing businesses and our ability to achieve the growth prospects and synergies expected from acquisitions we may make, including our pendingacquisition of Brocade Communications Systems, Inc.; any loss of our significant customers and fluctuations in the timing and volume of significantcustomer demand; our dependence on contract manufacturing and outsourced supply chain; our dependence on outsourced service providers for certain keybusiness services and their ability to execute to our requirements; our ability to accurately estimate customers’ demand and adjust supply chain and third-party manufacturing capacity accordingly; dependence on a small number of markets; dependence on and risks associated with distributors of our products;quarterly and annual fluctuations in our operating results; cyclicality in the semiconductor industry or in our target markets; global economic conditions andconcerns; our competitive performance and ability to continue achieving design wins with our customers, as well as the timing of those design wins; ourability to increase our internal manufacturing capacity to meet customer demand; prolonged disruptions of our or our contract manufacturers' manufacturingfacilities or other significant operations; our ability to maintain or improve gross margin; our ability to maintain tax concessions in certain jurisdictions andchanges in our taxes; our ability to protect our intellectual property and the unpredictability of any associated litigation expense; any expense orreputational damage associated with resolving customer product warranty and indemnification claims; our significant indebtedness, including the need togenerate sufficient cash flows to service and repay such debt; and other events and trends on a national, regional and global scale, including those of apolitical, economic, business, competitive and regulatory nature. All of the forward-looking statements in this Annual Report on Form 10-K are qualified intheir entirety by reference to the factors listed above and those discussed under the heading “Risk Factors” in Part I, Item 1A of this Annual Report onForm 10-K. We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, inlight of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this Annual Report on Form 10-K may not in factoccur. We undertake no intent or obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future eventsor otherwise, except as otherwise required by law.Unless stated otherwise or the context otherwise requires, references to “Broadcom,” “we,” “our” and “us” mean Broadcom Limited and its consolidatedsubsidiaries, including Broadcom Cayman L.P. References to the “Partnership” mean Broadcom Cayman L.P. and its consolidated subsidiaries. Financialinformation and results of operations presented for the periods prior to February 1, 2016 relate to Avago Technologies Limited, our predecessor, and relate toBroadcom and the Partnership for the periods after February 1, 2016. Our fiscal year ends on the Sunday closest to October 31. We refer to our fiscal years bythe calendar year in which they end. For example, the fiscal year ended October 30, 2016 is referred to as “fiscal year 2016.”1Table of ContentsITEM 1.BUSINESSOverviewBroadcom Limited, or Broadcom, is the successor to Avago Technologies Limited, or Avago, as a result of the business combination between Avagoand Broadcom Corporation, or BRCM, completed on February 1, 2016. We are a leading designer, developer and global supplier of a broad range ofsemiconductor devices with a focus on complex digital and mixed signal complementary metal oxide semiconductor, or CMOS, based devices and analogIII-V based products. We have a history of innovation and offer thousands of products that are used in end products such as enterprise and data centernetworking, home connectivity, set-top boxes, broadband access, telecommunication equipment, smartphones, data center servers and storage systems,factory automation, power generation and alternative energy systems, and electronic displays. We differentiate ourselves through our high performancedesign and integration capabilities and focus on developing products for target markets where we believe we can earn attractive margins. We have fourreportable segments: wired infrastructure, wireless communications, enterprise storage, and industrial & other, which align with our principal target markets.The Partnership is an exempted limited partnership formed under the laws of the Cayman Islands in order to effect the business combination betweenAvago and BRCM. Broadcom is the sole General Partner of, and currently owns a majority interest (by vote and value) in, the Partnership. As General Partner,Broadcom has the exclusive right, power and authority to manage, control, administer and operate the business and affairs and to make decisions regardingthe undertaking and business of the Partnership in accordance with the Partnership’s amended and restated exempted partnership agreement, or thePartnership Agreement, and applicable laws. There is no board of directors of the Partnership.Semiconductors are made by imprinting a network of electronic components onto a semiconductor wafer. These devices are designed to perform variousfunctions such as processing, amplifying and selectively filtering electronic signals, controlling electronic system functions and processing, transmitting andstoring data. Our digital and mixed signal products are based on silicon wafers with CMOS transistors offering fast switching speeds and low powerconsumption, which are both critical design factors for the markets we serve. We also offer analog products, which are based on III-V semiconductor materialsthat have higher electrical conductivity than silicon, and thus tend to have better performance characteristics in radio frequency, or RF, and optoelectronicapplications. III-V refers to elements from the 3rd and 5th groups in the periodic table of chemical elements. Examples of these materials used in our productsare gallium arsenide, or GaAs, gallium nitride, or GaN, and indium phosphide, or InP.Our over 50-year history of innovation dates back to our diverse origins from Hewlett-Packard Company, AT&T, LSI Corporation, or LSI, and BRCM.Over the years, we have assembled a large team of digital, mixed signal and analog design engineers around the world. We maintain design and productdevelopment engineering resources at locations in the United States, Asia, Europe and Israel, providing us with engineering expertise worldwide. Westrategically focus our research and development resources to address niche opportunities in our target markets and leverage our extensive portfolio ofU.S. and other patents and other intellectual property, or IP, to integrate multiple technologies and create system-on-chip, or SoC, and component solutionsthat target growth opportunities. We design products that deliver high-performance and provide mission-critical functionality.Original equipment manufacturers, or OEMs, or their contract manufacturers, and distributors typically account for the substantial majority of our sales.We have established strong relationships with leading OEM customers across multiple target markets. Many of our major customer relationships have been inplace for many years and have often been built as a result of years of collaborative product development. This has enabled us to build our IP portfolio anddevelop critical expertise regarding our customers’ requirements, including substantial system level knowledge. This collaboration has provided us with keyinsights into our customers' businesses and has enabled us to be more efficient and productive and to better serve our target markets and customers. We have adirect sales force focused on supporting large OEMs. We also distribute a substantial portion of our products through our broad distribution network, and asignificant amount of these sales are to large global electronic components distributors, including Avnet, Inc.We focus on maintaining an efficient global supply chain and a variable, low-cost operating model. Accordingly, we outsource a majority of ourmanufacturing operations, utilizing third-party foundry and assembly and test capabilities, as well as some of our corporate infrastructure functions. We focusour internal manufacturing capacity and capital expenditures on analog products that utilize our innovative materials and proprietary processes, to protectour IP and to develop the technology for manufacturing, while outsourcing standard CMOS processes. We also have a long history of operating in Asia,where approximately 41% of our employees are located and where we manufacture and source the majority of our products and materials. Our presence inAsia places us in close proximity to many of our customers’ manufacturing facilities and at the center of worldwide electronics manufacturing.2Table of ContentsRecent DevelopmentsSince the acquisition of BRCM on February 1, 2016, we have divested substantially all of the non-core BRCM businesses held-for-sale, whichgenerated aggregate cash proceeds of $830 million in fiscal year 2016. Non-core BRCM businesses sold and those still held-for-sale are presented asdiscontinued operations, and have been excluded from continuing operations and from segment results for all periods presented in accordance withapplicable accounting guidance.On November 2, 2016, we entered into an Agreement and Plan of Merger, or Brocade Agreement, with Brocade Communications Systems, Inc., orBrocade, and other parties named therein, which provides for a proposed business combination transaction between us and Brocade, or the Brocade Merger.Brocade’s networking solutions help the world’s leading organizations turn their networks into platforms for business innovation. With solutions spanningpublic and private data centers to the network edge, Brocade is a leader in Fibre channel storage area network switching and IP networking.Products and MarketsOur product portfolio ranges from discrete devices to complex sub-systems that include multiple device types and may also incorporate firmware forinterfacing between analog and digital systems. In some cases, our products include mechanical hardware that interfaces with optoelectronic or capacitivesensors. We focus on markets that require high quality and the integrated performance characteristics of our products. For the fiscal year ended October 30,2016, or fiscal year 2016, our wired infrastructure segment contributed 50%, our wireless communications segment contributed 28%, our enterprise storagesegment contributed 17%, and our industrial & other segment contributed 5% of our net revenue. Fiscal year 2016 net revenue included contributions fromBRCM commencing on February 1, 2016, which are included in the wired infrastructure and wireless communications segments. Fiscal year 2015 netrevenue included contributions from Emulex Corporation, or Emulex, commencing on May 6, 2015, which are included in the enterprise storage segment.Fiscal year 2014 net revenue included contributions from LSI and PLX Technologies, Inc., or PLX, commencing on May 6, 2014 and August 18, 2014,respectively; LSI and PLX primarily contributed to the enterprise storage segment, with LSI also contributing to the wired infrastructure segment.See discussion in the “Results of Operations” section included in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition andResults of Operations and Note 12. “Segment Information” included in Part II, Item 8. Financial Statements and Supplementary Data, of this Form 10-K foradditional segment information.The table below presents the major product families and their major applications in our reportable segments.Segment Major ApplicationsMajor Product FamiliesWired Infrastructure • Set-top Box (STB) and Broadband Access• Set-top box SoCs • Cable, digital subscriber line (DSL) and passive opticalnetworking (PON) central office/consumer premise equipment(CO/CPE) SoCs • Data center, Telecom, Enterprise and Small-and-Medium sizeBusiness/Remote-Office-Branch-Office (SMB)/(ROBO)Networking• Ethernet switching and routing application specific standardproduct (ASSP) • Embedded processors and controllers • Serializer/Deserializer (SerDes), application specificintegrated circuits (ASICs) • Optical and copper, physical layer (PHYs) • Fiber optic laser and receiver components Wireless Communications • Smartphones• RF front end modules (FEMs), filters, power amplifiers • WiFi, Bluetooth, global positioning system/globalnavigation satellite system (GPS/GNSS) SoCs • Custom touch controllers 3Table of ContentsSegment Major ApplicationsMajor Product FamiliesEnterprise Storage • Servers and storage systems• Serial attached small computer system interface (SAS) andRedundant Array of independent disks (RAID) controllers andadapters • Peripheral component interconnect express (PCIe) switches • Fibre channel host bus adapters (HBA) • Hard disk drives (HDD); Solid state drives (SSD)• Read channel based SoCs • Preamplifiers Industrial & Other • Power isolation, power conversion and renewable energysystems• Optocouplers • Factory automation, in-car infotainment and renewableenergy systems• Industrial fiber optics • Motor controls and factory automation• Motion control encoders and subsystems • Displays and lighting• Light emitting diode (LEDs)Wired Infrastructure Segment. We provide semiconductor solutions for enabling the set-top box and broadband access markets. We also provide awide variety of semiconductor solutions which manage the movement of data in data center, telecom, enterprise and SMB/ROBO networking applications.Set-Top Box Solutions: We offer complete SoC platform solutions for cable, satellite, Internet Protocol, over-the-top and terrestrial STBs. Our productsenable global service providers to introduce new and enhanced technologies and services in STBs, including transcoding, digital video recordingfunctionality, higher definition, increased networking capabilities, and more tuners to enable faster channel change and more simultaneous recordings. Weare also enabling service providers in deploying High Efficiency Video Coding, or HEVC, a video compression format that is a successor to theH.264/MPEG-4 format. HEVC enables ultra-high definition, or Ultra HD, services by effectively doubling the capacity of existing networks to deploy new orexisting content. Our families of STB solutions support the complete range of resolutions, from standard definition, to HD and Ultra HD.Broadband Access Solutions: We offer complete SoC platform solutions for DSL, cable and fiber for both central office deployments and consumerpremise equipment, or CPE. For CPE deployments, we support broadband modems, wireless local area network, or WLAN, routers as well as residentialgateway solutions. For central office deployment, our solutions include cable modem termination systems, or CMTS, for cable, optical line termination, orOLTs, for fiber, and DSL Access Multiplexer, or DSLAM’s for DSL. Our products enable global service providers to continue to deploy next generationbroadband access technologies across multiple standards, including DSL, cable and fiber, to provide more bandwidth and faster speeds to consumers. Overthe coming years, we expect to see global service providers moving toward new technologies, including data over cable service interface specification, orDOCSIS, 3.1 for cable modem technologies, G.Fast for DSL, and deploying more fiber-based solutions to increase speeds and bandwidth for customers.Ethernet Switching and Routing: Ethernet is a ubiquitous interconnection technology that enables high performance and cost effective networkinginfrastructure. We offer a broad set of Ethernet switching and routing products that are optimized for data center implementations, service provider networks,enterprise, and SMB/ROBO. In the data center market, our high capacity, low latency, switching silicon supports advanced protocols around virtualizationand multi-pathing. Our Ethernet switching fabric technologies provide the ability to build highly scalable flat networks supporting tens of thousands ofservers. Our service provider switch portfolio enables carrier/service provider networks to support a large number of services in the wireless backhaul, access,aggregation and core of their networks. For enterprise and SMB/ROBO applications, we offer product families that combine multi-layer switchingcapabilities and support lower power modes that comply with industry standards around energy efficient Ethernet.Embedded processors and controllers: Our embedded processors leverage our ARM central processing unit, or CPU, and Ethernet switchingtechnology to deliver SoCs for high performance embedded applications in a wide range of communication products such as voice-over-internet-protocol, orVOIP, telephony, point-of-sale devices and enterprise and retail access points and gateways. We offer a range of knowledge-based processors to enable high-performance decision-making for packet processing in a variety of advanced devices in the enterprise, metro, access, edge and core networking spaces. Wealso offer a range of Ethernet controllers for servers and workstations supporting multiple generations of Ethernet technology.4Table of ContentsSerDes ASICs: For data center and enterprise networking, and high performance compute applications, we supply high speed SerDes technologyintegrated into ASICs. These ASICs are custom products built to individual customers specifications. Our ASICs are designed on advanced CMOS processtechnologies, focused primarily on leading edge geometries.Physical Layer Devices: These devices, also referred to as PHYs, are transceivers which enable the reception and transmission of Ethernet data packetsover a physical medium such as copper wire or optical fibers. Our high performance Ethernet transceivers are built upon a proprietary digital signalprocessing communication architecture optimized for high-speed network connections and support the latest standards and advanced features, such as energyefficient Ethernet, data encryption and time synchronization. We also offer a range of automotive Ethernet products to meet growing consumer demand forin-vehicle connectivity.Fiber optic components: We supply optical laser and receiver components to the Ethernet networking, storage, and access, metro- and long-haultelecommunication markets. Our optical components enable the high speed reception and transmission of data through optical fibers.Wireless Communications Segment. We support the wireless communications industry with a broad variety of RF semiconductor devices,connectivity solutions and custom touch controllers. Devices incorporating our wireless solutions include smartphones and tablets.RF Semiconductor Devices: Our RF semiconductor devices selectively filter, as well as amplify, RF signals. Filters enable modern wirelesscommunication systems to support a large number of subscribers simultaneously by ensuring that the multiple transmissions and receptions of voice and datastreams do not interfere with each other. We were among the first to deliver commercial film bulk acoustic resonator, or FBAR, filters that offer technologicaladvantages over competing filter technologies, to allow smartphones to function more efficiently in today's congested RF spectrum. FBAR technology has asignificant market share within the cellular handset market. As cellular carriers continue to move to 4G/long-term evolution, or LTE, and LTE-advancedstandards worldwide, we believe these technological advantages will continue to benefit our business. Our RF products include FEMs that incorporatemultiple die into multi-function RF devices, duplexers and multiplexers, which are a combination of two or more transmit and receive filters in a singledevice, using our proprietary FBAR technology, discrete filters and discrete power amplifiers.Our expertise in FBAR technology, amplifier design, and module integration enables us to offer industry-leading performance in cellular RF transceiverapplications. Our proprietary GaAs wafer manufacturing processes are critical to the production of power amplifier and low noise amplifier products.Connectivity solutions: Our connectivity solutions include discrete and integrated Wi-Fi and Bluetooth solutions, location (GPS/GNSS) controllers andtouch controllers.Wi-Fi allows devices on a local area network to communicate wirelessly, adding the convenience of mobility to the utility of high-speed data networks.We offer a family of high performance, low power Wi-Fi chipsets. Bluetooth is a low power technology that enables direct connectivity between devices. Weoffer a complete family of Bluetooth silicon and software solutions that enable manufacturers to easily and cost-effectively add Bluetooth functionality tovirtually any device. These solutions include combination chips that offer integrated Wi-Fi and Bluetooth functionality, which provides significantperformance advantages over discrete solutions.We also offer a family of GPS, assisted-GPS (A-GPS) and GNSS semiconductor products, software and data services. These products are part of a broaderlocation platform that leverages a broad range of communications technologies, including WiFi, Bluetooth and GPS, to provide more accurate location andnavigation capabilities.Custom Touch Controllers: Our touch controllers process signals from touch screens in smartphones and tablets.Enterprise Storage Segment. Our enterprise storage products enable secure movement of digital data to and from host machines such as servers,personal computers and storage systems to the underlying storage devices such as HDDs and SSDs.SAS, RAID and PCIe Products: We provide SAS and RAID controller and adapter solutions to server and storage system OEMs. These solutions enablesecure and high speed data transmission between a host computer, such as a server, and storage peripheral devices, such as HDD, SSD and optical disk drivesand disk and tape-based storage systems. Some of these solutions are delivered as stand-alone semiconductors, typically as a controller. Other solutions aredelivered as circuit boards, known as adapter products, which incorporate our semiconductors onto a circuit board with other features. RAID technology is acritical part of our server storage connectivity solutions as it provides protection against the loss of critical data resulting from HDD failures.We also provide interconnect semiconductors that support the PCI and PCIe communication standards. PCIe is the primary interconnection mechanisminside computing systems today. 5Table of ContentsFibre Channel Products: We provide Fibre Channel HBAs, which connect host computers such as servers to Fibre Channel Storage Area Networks, orFC SANs. FC SANs are networks dedicated to storage traffic, and enable simultaneous high speed and secure connections among multiple host computers andmultiple storage arrays.HDD and SSD products: We provide read channel-based SoCs and preamplifiers to HDD OEMs. These are the critical chips required to read, write andprotect data. An HDD SoC is an integrated circuit, or IC, that combines the functionality of a read channel, serial interface, memory and a hard disk controllerin a small, high-performance, low-power and cost-effective package. Read channels convert analog signals that are generated by reading the stored data onthe physical media into digital signals. In addition, we sell preamplifiers, which are used to amplify the initial signal to and from the drive disk heads so thesignal can be processed by the read channel.We also provide custom flash controllers to SSD OEMs. An SSD stores data in flash memory instead of on a hard disk, providing high speed access tothe data. Flash controllers manage the underlying flash memory in SSDs, performing critical functions such as reading and writing data to and from the flashmemory and performing error correction, wear leveling and bad block management.Industrial & Other. We provide a broad variety of products for the general industrial and automotive markets. This segment also includes IP licensingrevenue.Optocouplers: We offer optical isolators, or optocouplers, which provide electrical insulation and signal isolation for signaling systems that aresusceptible to electrical noise or interference. Optocouplers are used in a diverse set of applications, including industrial motors, automotive systemsincluding those used in hybrid engines, power generation and distribution systems, switching power supplies, motion sensors, telecommunicationsequipment, computers and office equipment, plasma displays, and military electronics.Industrial Fiber Optics: For industrial networking, we provide fast optical transceivers using plastic optical fiber that enable quick and interoperablenetworking and factory automation.Motion Encoders: For industrial motors and robotic motion control, we supply optical encoders, as well as ICs for the controller and decoder functions.LEDs: For electronic signs and signals, we supply Light Emitting Diode, or LED, assemblies that offer high brightness and stable light output overthousands of hours, enabling us to support traffic signals, large commercial signs and other displays.Research and DevelopmentWe are committed to continuous investment in product development, with a focus on rapidly introducing new, proprietary products. Many of ourproducts have grown out of our own research and development efforts, and have given us competitive advantages in certain target markets due toperformance differentiation. However, from time to time we also seek to enhance our capabilities through the acquisition of engineers with complementaryresearch and development skills and complementary technologies and businesses. We focus our research and development efforts on the development ofinnovative, sustainable and higher value product platforms. We leverage our design capabilities in markets where we believe our innovation and reputationwill allow us to earn attractive margins by developing high value-add products.We plan to continue investing in product development, both organically and through acquisition, to drive growth in our business. We also invest inprocess development and fabrication capabilities to optimize processes for devices that are manufactured internally. Our field application engineers, or FAEs,and design engineers are located in many places around the world, and in many cases near our top customers. This enhances our customer reach and ourvisibility into new product opportunities and enables us to support our customers in each stage of their product development cycle, from early stages ofproduction design through to volume manufacturing and future growth. By collaborating with our customers, we have opportunities to develop high value-added, customized products for them that leverage our existing technologies. Research and development expense was $2.7 billion, $1 billion and $695million for fiscal years 2016, 2015 or 2014, respectively. These amounts included share-based compensation expense of $430 million, $107 million and $57million for fiscal years 2016, 2015 and 2014, respectively. We anticipate that we will continue to make significant research and development expenditures inorder to maintain our competitive position, and with a continuous flow of innovative and sustainable product platforms.6Table of ContentsCustomers, Sales and DistributionWe sell our products to a wide variety of OEMs or their contract manufacturers, distributors and end users. Certain customers require us to contract withthem directly and with specified intermediaries, such as contract manufacturers, and both they and their contract manufacturers often require time-criticaldelivery of our products to multiple locations around the world. Historically, a relatively small number of customers have accounted for a significant portionof our net revenue. During fiscal year 2016, Foxconn Technology Group companies (including Hon Hai Precision Industries), or together referred to asFoxconn, accounted for 14% of our net revenue, and our top ten direct customers, which also included four distributors, collectively accounted for 50% ofour net revenue. During fiscal year 2015, Foxconn accounted for 24% of our net revenue and our top ten direct customers, which also included threedistributors, collectively accounted for 58% of our net revenue. We believe our aggregate sales to Apple, Inc., when our direct sales to it are combined withour sales to the contract manufacturers that it utilizes (which includes Foxconn), accounted for more than 10% of our net revenues for fiscal year 2016 andmore than 20% for fiscal year 2015. We expect to continue to experience significant customer concentration in future periods. The loss of, or significantdecrease in demand from, any of our top ten direct or indirect customers could have a material adverse effect on our business, results of operations andfinancial condition.We sell our products through our direct sales force and a select network of distributors globally. Our direct sales force is focused on supporting our largeOEM customers. Our sales force has specialized product and service knowledge that enables us to sell specific offerings at key levels throughout a customer’sorganization.We have sales offices located in various countries, with a significant presence in Asia, which is a key center of the worldwide electronics supply chain.Many of our customers design products in North America or Europe that are then manufactured in Asia. We also maintain dedicated regional customersupport call centers, where we address customer issues and handle logistics and other order fulfillment requirements.We have strategically developed distributor relationships to serve thousands of customers around the world. A significant amount of our sales are tolarge global electronic components distributors, including Avnet, Inc., complemented by a number of regional distributors with customer relationships basedon their respective product ranges.We believe we are well-positioned to support our customers throughout the design, technology transfer and manufacturing stages across allgeographies.OperationsThe majority of our front-end wafer manufacturing operations is outsourced to external foundries, including Taiwan Semiconductor ManufacturingCompany Limited, or TSMC, primarily, as well as United Microelectronics Corporation, Semiconductor Manufacturing International Corporation,GlobalFoundries Inc., Tower Jazz and WIN Semiconductors Corp. We use third-party contract manufacturers for a significant majority of our assembly andtest operations, including ASE Korea, Inc., Amkor Technology, Siliconware Precision Industries Co. Ltd., UTAC Holdings Ltd., King Yuan Electronics Corp.and Inari Technology SDN BHD. We use our internal fabrication facilities for products utilizing our innovative materials and processes, to protect our IP andto develop specialized manufacturing technology. Examples of internally fabricated semiconductors include our FBAR filters for wireless communicationsand our VCSEL-based and InP-based lasers for fiber optic communications. The majority of our internal III-V semiconductor wafer fabrication is done in theUnited States and Singapore. Many of our products are designed to be manufactured in a specific process, typically at one particular foundry, either our ownor with a particular contract manufacturer, and in some instances, we may only qualify one contract manufacturer to manufacture certain of our products. Forselected customers, we maintain finished goods inventory near or at customer manufacturing sites to support their just-in-time production.Materials and SuppliersOur manufacturing operations employ a wide variety of semiconductors, electromechanical components and assemblies and raw materials. We purchasematerials from hundreds of suppliers on a global basis. These supply relationships are generally conducted on a purchase order basis. While we have notexperienced any significant difficulty in obtaining the materials used in the conduct of our business and we believe that no single supplier is material, someof the parts are not readily available from alternate suppliers due to their unique design or the length of time necessary for re-design or qualification. Ourlong-term relationships with our suppliers allow us to proactively manage our technology development and product discontinuance plans, and to monitorour suppliers' financial health. Some suppliers may, nonetheless, extend their lead times, limit supplies, increase prices or cease to produce necessary parts forour products. If these are unique or highly specialized components, we may not be able to find a substitute quickly, or at all. To address the potentialdisruption in our supply chain, we may use a number of techniques, including qualifying more than one source of supply, redesigning products foralternative components and incremental, or in some cases "lifetime," purchases of affected parts for supply buffer.7Table of ContentsCompetitionThe global semiconductor market is highly competitive. Our competitors range from large, international companies offering a wide range of products tosmaller companies specializing in narrow markets. We compete with integrated device manufacturers, or IDMs, and fabless semiconductor companies as wellas the internal resources of large, integrated OEMs. The competitive landscape is changing as a result of a trend toward consolidation within the industry, assome of our competitors have merged with or been acquired by other competitors while others have begun collaborating with each other. We expect thisconsolidation trend to continue. We expect competition in the markets in which we participate to continue to increase as existing competitors improve orexpand their product offerings and as new companies enter the market. Additionally, our ability to compete effectively depends on a number of factors,including: quality, technical performance, price, product features, product system compatibility, system-level design capability, engineering expertise,responsiveness to customers, new product innovation, product availability, delivery timing and reliability, and customer sales and technical support.Our primary competitors in the wired infrastructure segment are Cavium Inc., Intel Corp., Finisar Corp., GlobalFoundries, HiSilicon Technologies Co.Ltd., Lumentum Operations LLC, MACOM Technology Solutions Holdings, Inc., Marvell Corp., Mediatek Inc., Mellanox Technologies, Mitsubishi ElectricCorporation, NXP Semiconductors N.V., Quantenna Inc., ST Microelectronics N.V., and Sumitomo Corporation. We compete based on the strength of ourhigh speed proprietary design expertise, our customer relationships, and broad product portfolio.Our primary competitors in the wireless communications segment are Murata Manufacturing Co., Ltd., Qorvo, Inc., Qualcomm Inc., SkyworksSolutions, Inc., and TDK-EPC Corporation. We compete based on our expertise in FBAR technology, amplifier design, module integration and proprietarymaterial processes.Our competitors in the enterprise storage segment include Cavium Inc., Marvell Technology Group, Ltd., Microsemi Corp., and Texas Instruments, Inc.We compete based on our expertise in multiple storage protocols and mixed-signal design.Our primary competitors in the industrial & other segment are Analog Devices, Inc., Cree, Inc., Hamamatsu Photonics K.K., Heidenhain Corporation,Renesas Electronics Corporation and Toshiba Corporation. We compete based on our design expertise, broad product portfolio, reputation for qualityproducts and large customer base.Intellectual PropertyOur success depends in part upon our ability to protect our IP. To accomplish this, we rely on a combination of IP rights, including patents, copyrights,trademarks, service marks, trade secrets and similar IP, as well as customary contractual protections with our customers, suppliers, employees and consultants,and through security measures to protect our trade secrets. We believe our current product expertise, key engineering talent and IP portfolio provide us with astrong platform from which to develop application specific products in key target markets.As of October 30, 2016, we had approximately 27,640 U.S. and other patents and approximately 3,020 U.S. and other pending patent applications. Ourresearch and development efforts are presently resulting in approximately 350 new patent applications per year, relating to a wide range of ASIC, isolation,encoder, LED, RF and optoelectronic components, enterprise storage products, HDD silicon, PCIe, USB and other standard I/O devices, Ethernet and Fibre-Channel connectivity and controllers, set-top box SoCs, cable modem SoCs, broadband access SoCs, wireless connectivity SoCs, switching/routing SoCs,high performance processor SoCs and associated applications. The expiration dates of our patents range from 2017 to 2035, with a small number of patentsexpiring in the near future, none of which are expected to be material to our IP portfolio. We are not substantially dependent on any single patent or group ofrelated patents.We focus our patent application program to a greater extent on those inventions and improvements that we believe are likely to be incorporated intoour products, as contrasted with more basic research. However, we do not know how many of our pending patent applications will result in the issuance ofpatents or the extent to which the examination process could require us to narrow our claims.We and our predecessors have also entered into a variety of IP licensing and cross-licensing arrangements that have both benefited our business andenabled some of our competitors. A portion of our revenue comes from IP licensing royalty payments and from technology claim settlements relating to suchIP. We also license in third-party technologies that are incorporated into some elements of our design activities, products and manufacturing processes.Historically, licenses of the third-party technologies used by us have been available to us on acceptable terms.The semiconductor industry is characterized by the existence of a large number of patents, copyrights, trademarks and trade secrets and by the vigorouspursuit, protection and enforcement of IP rights. Many of our customer agreements require us to indemnify our customers for third-party IP infringementclaims. Claims of this sort could harm our relationships with our customers and might deter future customers from doing business with us. With respect to anyIP rights claims against us or our customers or distributors, we may be required to cease manufacture of the infringing product, pay damages, expend resourcesto8Table of Contentsdevelop non-infringing technology, seek a license which may not be available on commercially reasonable terms or at all, or relinquish patents or other IPrights.EmployeesAs of October 30, 2016, we had approximately 15,700 employees worldwide. By geography, approximately 55% of our employees are located in NorthAmerica, 41% in Asia, and 4% in Europe. In Singapore, approximately 300 of our 1,000 employees are subject to a collective bargaining agreement. In theUnited States, none of our employees is represented by a labor union. A small number of our employees in other countries are represented by workers'councils or labor unions.Environmental and Other RegulationOur research and development and manufacturing operations involve the use of hazardous substances and are regulated under international, federal,state and local laws governing health and safety and the environment. These regulations include limitations on discharge of pollutants to air, water, and soil;remediation requirements; product chemical content limitations; manufacturing chemical use and handling restrictions; pollution control requirements;waste minimization considerations; and treatment, transport, storage and disposal of solid and hazardous wastes. We are also subject to regulation by theUnited States Occupational Safety and Health Administration and similar health and safety laws in other jurisdictions.We believe that our properties and operations at our facilities comply in all material respects with applicable environmental laws and worker health andsafety laws; however, the risk of environmental liabilities cannot be completely eliminated and there can be no assurance that the application ofenvironmental and health and safety laws to our business will not require us to incur significant expenditures.We are also regulated under a number of international, federal, state and local laws regarding recycling, product packaging and product contentrequirements, including legislation enacted in the United States, European Union and China, among a growing number of jurisdictions, which have placedgreater restrictions on the use of lead, among other chemicals, in electronic products, which affects materials composition and semiconductor packaging.These laws are becoming more stringent and may in the future cause us to incur significant expenditures.BacklogOur sales are generally made pursuant to short-term purchase orders. These purchase orders are made without deposits and may be, and often are,rescheduled, canceled or modified on relatively short notice, without substantial penalty. Therefore, we believe that purchase orders or backlog are notnecessarily a reliable indicator of future sales.SeasonalityHistorically, our net revenue has typically been higher in the second half of the fiscal year than in the first half, primarily due to seasonality in ourwireless communications segment. This segment has historically experienced seasonality due to launches of new mobile handsets manufactured by our OEMcustomers. However, from time to time, typical seasonality and industry cyclicality are overshadowed by other factors such as wider macroeconomic effects,the timing of significant product transitions and launches by large OEMs, particularly in the wireless communications and enterprise storage segments.Financial Information about Geographic AreasFor information on the geographic concentration of our net revenue and long-lived assets, please see Note 12. “Segment Information,” of ourconsolidated financial statements, included elsewhere in the Annual Report on Form 10-K.Other InformationBroadcom Limited was incorporated under the laws of the Republic of Singapore in March 2015 and is successor to Avago Technologies Limited,which was incorporated under the laws of the Republic of Singapore in August 2005. Our Singapore company registration number is 201505572G. Theaddress of our registered office and our principal executive offices is 1 Yishun Avenue 7, Singapore 768923, and our telephone number there is +65-6755-7888. Our ordinary shares are listed on the Nasdaq Global Select Market under the trading symbol “AVGO”.Broadcom Cayman, L.P. was formed under the laws of the Cayman Islands in May 2015. The address of the Partnership’s registered office is P.O. Box309, Ugland House, Grand Cayman, KY1-104, Cayman Islands. The address of the Partnership’s principal executive offices is 1 Yishun Avenue 7, Singapore768923, and the telephone number there is +65-6755-7888.Broadcom Limited is subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934, or Exchange Act, and, inaccordance therewith, file periodic reports, proxy statements and other information with the U.S. Securities and Exchange Commission, or the SEC. Inaddition, the Partnership restricted exchangeable units, or Partnership REUs (which are held by former BRCM shareholders), are deemed to be registeredunder Section 12(b) of the9Table of ContentsExchange Act and the Partnership is subject to the informational requirements of the Exchange Act and the rules and regulations promulgated thereunder.Such periodic reports, proxy statements and other information is available for inspection and copying at the SEC’s Public Reference Room at100 F Street, NE, Washington, DC 20549 or may be obtained by calling the SEC at 1–800–SEC–0330. In addition, the SEC maintains a website athttp://www.sec.gov that contains reports, proxy statements and other information regarding issuers that file electronically with the SEC. We maintain awebsite at www.broadcom.com. You may access our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and otherreports (and amendments thereto) filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC, as well as, proxy statements filed byBroadcom Limited, free of charge at the “Investor Center — SEC Filings” section of our website at www.broadcom.com, as soon as reasonably practicableafter such material is electronically filed with, or furnished to, the SEC. The reference to our website address does not constitute incorporation by reference ofthe information contained on or accessible through our website.10Table of ContentsItem 1A. Risk FactorsAs noted above, Broadcom is the successor to Avago. Following the acquisition of BRCM, on February 1, 2016, Broadcom became the ultimate parentcompany of Avago and BRCM. Financial information and results of operations presented in this Form 10-K for periods prior to February 1, 2016 relate toAvago and relate to us for the periods after February 1, 2016.Our business, operations and financial results are subject to various risks and uncertainties, including those described below, that could adversely affectour business, financial condition, results of operations, cash flows, and the trading price of our ordinary shares. The following important factors, amongothers, could cause our actual results to differ materially from those expressed in forward-looking statements made by us or on our behalf in filings with theSEC, press releases, communications with investors and oral statements.Risks Related to Our BusinessOur acquisition of BRCM and the integration of its business, operations and employees with our own will involve risks and the failure to integratesuccessfully or realize the anticipated benefits could adversely affect our financial results and the value of our ordinary shares.We completed the Broadcom Transaction on February 1, 2016. Although we expect significant benefits to result from this acquisition, there can be noassurance that we will actually realize all of the anticipated benefits of the acquisition. Achieving these benefits depends, in part, on our ability to integrateBRCM’s business successfully and efficiently with our business, and the harmonization of differences in the business cultures between the two companiesand their personnel. The challenges and risks involved in this integration, which are complex and time-consuming, include the following:•consolidating and integrating information technology, corporate, finance and administrative infrastructures;•coordinating and integrating our international operations;•integrating employees and related HR systems and benefits, maintaining employee morale and retaining key employees;•servicing the substantial debt we incurred in connection with Broadcom Transaction; and•integrating financial forecasting and controls, procedures and reporting cycles, including integration of the BRCM businesses onto our enterpriseresource planning system.If we do not successfully manage these issues and the other challenges inherent in integrating an acquired business of the size and complexity of BRCM,then we may not achieve all of the anticipated benefits of the acquisition and our revenue, expenses, operating results, financial condition and the value ofour ordinary shares could be materially adversely affected. In addition, we may be exposed to unexpected contingencies or liabilities of BRCM. For example,goodwill and intangible assets could be determined to be impaired, which could adversely impact our financial results.As a result of the acquisition of BRCM, we have implemented a number of cost reduction activities, including the elimination of a substantial number ofpositions from our combined global workforce across all business and functional areas. During this time we have been, and will continue to be, dependent onthe services of a number of employees who are transitioning out of our workforce. We may be unable to successfully manage these employees in theperformance of their transition activities.The successful integration of the BRCM business will require significant management attention, and may divert the attention of management from ourbusiness and operational issues.The majority of our sales come from a small number of customers and a reduction in demand or loss of one or more of our significant customers mayadversely affect our business.We are dependent on a small number of direct customers, OEMs, their respective contract manufacturers, and certain distributors for a majority of ourbusiness, revenue and results of operations. For fiscal year 2016, our top ten direct customers, which included four distributors, collectively accounted for50% of our net revenue, of which direct sales to Foxconn accounted for 14%. We also believe our aggregate sales to Apple Inc. when our direct sales to it arecombined with our sales to the contract manufacturers that it utilizes (which include Foxconn), accounted for more than 10% of our net revenue for fiscal year2016.This customer concentration increases the risk of quarterly fluctuations in our operating results and our sensitivity to any material, adverse developmentsexperienced by our significant customers. In addition, our top customers’ purchasing power has, in some cases, given them the ability to make greaterdemands on us with regard to pricing and contractual terms in general. We expect this trend to continue, which may adversely affect our gross margin oncertain products. Although we believe that our relationships with our major customers are good, we generally do not have long-term contracts with any ofthem and the relationship can usually be terminated at any time, without penalty, which is typical of our industry. In addition,11Table of Contentswe are selling an increasing amount of our products through an increasingly limited number of distributors, which may expose us to additional customerconcentration and related credit risks.The loss of, or any substantial reduction in sales to, any of our major direct or end customers could have a material adverse effect on our business,financial condition and results of operations and cash flows.Dependence on contract manufacturing and suppliers of critical components within our supply chain may adversely affect our ability to bring products tomarket, damage our reputation and adversely affect our results of operations.We operate a primarily outsourced manufacturing business model that principally utilizes third-party wafer foundry and module assembly and testcapabilities, referred to as contract manufacturers. Our products require semiconductor wafers manufacturers with state-of-the-art fabrication equipment andtechniques, and most of our products are designed to be manufactured in a specific process, typically at one particular fab or foundry, either our own or with aparticular contract manufacturer.We utilize Taiwan Semiconductor Manufacturing Company Limited, or TSMC, to produce the substantial majority of our semiconductor wafers. TSMCmanufactured approximately two-thirds of the wafers manufactured by our contract manufacturers during fiscal year 2016. Our wafer requirements represent asignificant portion of the total production capacity of TSMC. However, TSMC also fabricates wafers for other companies, including certain of ourcompetitors, and could choose to prioritize capacity for other users or reduce or eliminate deliveries to us on short notice, or raise their prices to us, all ofwhich could harm our business, results of operations and gross margin.We depend on our contract manufacturers to allocate sufficient manufacturing capacity to meet our needs, to produce products of acceptable quality atacceptable yields, and to deliver those products to us on a timely basis. Although we often have long-term contracts with our contract manufacturers, we donot generally have long-term capacity commitments. We obtain substantially all of our manufacturing services on a purchase order basis and our contractmanufacturers have no obligation to provide us with any specified minimum quantities of product. Further, from time to time our contract manufacturers willcease to, or will become unable to, manufacture a component for us. As the lead time needed to identify, qualify, and establish reliable production, atacceptable yields, with a new contract manufacturing partner is typically lengthy, there is often no readily available alternative source for the wafer or othercontract manufacturing services we require. In addition, qualifying such manufacturers is often expensive, and they may not produce as cost-effectively asour other suppliers, which would reduce our margins. In such circumstances, we may be unable us to meet our customer demand and may fail to meet ourcontractual obligations. This could result in the payment of significant damages by us to our customers, and our net revenue could decline adverselyaffecting our business, financial condition and results of operations. Any substantial disruption in TSMC’s supply of wafers to us, or in the other contractmanufacturing services that we utilize, as a result of a natural disaster, political unrest, economic instability, equipment failure or other cause, couldmaterially harm our business, customer relationships and results of operations.We also depend on our third party contract manufacturers to timely develop new, advanced manufacturing processes, including, in the case of waferfabrication, transitions to smaller geometry process technologies. If these new processes are not timely developed or we do not have sufficient access to them,we may be unable to maintain or increase our manufacturing efficiency to the same extent as our competitors or deliver products to our customers, whichcould result in loss of revenue opportunities and damage our relationships with our customers.We purchase a significant amount of the materials used in our products from a limited number of suppliers.Our manufacturing processes rely on many materials, including silicon, gallium arsenide and indium phosphide wafers, copper lead frames, preciousmetals, mold compound, ceramic packages and various chemicals and gases. We purchase a significant portion of our semiconductor materials and finishedgoods from a few materials providers, some of which are single source suppliers. During fiscal year 2016, we purchased approximately two-thirds of thematerials for our manufacturing processes from five materials providers. Substantially all of our purchases are on a purchase order basis, and we do notgenerally have long-term contracts with our contract manufacturers or materials providers. Suppliers may extend lead times, limit supplies or increase pricesdue to commodity price increases, capacity constraints or other factors, which may lead to interruption of supply or increased demand in the industry. In theevent that we cannot timely obtain sufficient quantities of materials at reasonable prices, the quality of the material deteriorates or we are not able to pass onhigher materials or energy costs to our customers, our business, financial condition and results of operations could be adversely impacted.We may pursue acquisitions, dispositions, investments and joint ventures, which could adversely affect our results of operations.Our growth strategy includes the acquisition of, and investment in, businesses that offer complementary products, services and technologies, augmentour market coverage, or enhance our technological capabilities, such as our pending acquisition of Brocade. We may also enter into strategic alliances orjoint ventures to achieve these goals. We may not be able to identify12Table of Contentssuitable acquisition, investment, alliance, or joint venture opportunities, or to consummate any such transactions. In addition, our original estimates andassumptions used in assessing any acquisition that we make may be inaccurate and we may not realize the expected financial or strategic benefits of any suchacquisition, including the pending acquisition of Brocade.Any acquisitions, including the pending acquisition of Brocade, we may undertake involve risks and uncertainties. For example, if we fail to completean acquisition our share price could fall to the extent the price reflects an assumption that such acquisition will be completed, we may have incurredsignificant unrecoverable costs, and be subject to legal proceedings related to the acquisition. Further, the failure to consummate an acquisition may result innegative publicity and negatively impact our relationships with our customers, vendors and employees. If an acquisition is completed, we may becomesubject to litigation and the integration of acquired businesses may not be successful. The integration of an acquired business involves significantchallenges, including among others: minimizing the disruption of our business and diversion of management’s attention from daily operations; incurringsignificant restructuring charges and amortization expense, assuming liabilities and ongoing lawsuits, acquiring goodwill and other non-amortizationintangible assets, and increasing our expenses and working capital requirements; and implementing our management information systems, operating systemsand internal controls over, and integrating the personnel of, the acquired operations. These difficulties may be complicated by factors such as the size of thebusiness or entity acquired, geographic distances, lack of experience operating in the geographic markets or industry sectors of the acquired business,potential loss of key employees and customers, the potential for deficiencies in internal controls at the acquired or combined business, performance problemswith the acquired business’ technology, exposure to unanticipated liabilities of the acquired business, insufficient revenue to offset increased expensesassociated with the acquisition, adverse tax consequences and our potential inability to achieve the growth prospects or synergies expected from any suchacquisition. Failure to manage and successfully integrate the acquisitions we make, or to improve margins of the acquired businesses and products couldmaterially harm our business, operating results and margins.Any future acquisitions we make may require significant additional debt or equity financing, which, in the case of debt financing, would increase ourleverage and potentially affect our credit ratings, and in the case of an equity or equity-linked financing, would be dilutive to our existing shareholders. Anydowngrades in our credit ratings associated with an acquisition could adversely affect our ability to borrow by resulting in more restrictive borrowing terms.As a result, we also may not be able to complete acquisitions or other strategic transactions in the future to the same extent as in the past, or at all. These andother factors could harm our ability to achieve anticipated levels of profitability of acquired operations or realize other anticipated benefits of an acquisition,and could adversely affect our business, financial condition and results of operations.From time to time, we may also seek to divest or wind down portions of our business, both acquired or otherwise, that are not strategically important, such asthe portions of the Brocade business that we do not intend to retain, or we may exit minority investments, each of which could materially affect our cashflows and results of operations. Under the Brocade Agreement, Brocade has agreed to cooperate with us to facilitate the sale, disposition or other transfer of itsIP Networking business, including its recently acquired Ruckus Wireless business, or the non-core Brocade assets. The disposition of the non-core Brocadeassets or any other future dispositions we make may involve risks and uncertainties, including our ability to sell these businesses on terms acceptable to us, orat all. Any such dispositions could result in disruption to other parts of our business, potential loss of employees or customers, exposure to unanticipatedliabilities or result in ongoing obligations and liabilities to us following any such divestiture. For example, in connection with a disposition, we may enterinto transition services agreements or other strategic relationships, including long-term research and development arrangements, sales arrangements or agreeto provide certain indemnities to the purchaser in any such transaction, which may result in additional expense and may adversely affect our financialcondition and results of operations. In addition, dispositions may include the transfer of technology and/or the licensing of certain IP rights to third partypurchasers, which could limit our ability to assert our IP rights against such third party purchasers.Failure to adjust our manufacturing and supply chain to accurately meet customer demand could adversely affect our results of operations.We make significant decisions, including determining the levels of business that we will seek and accept, production schedules, levels of reliance oncontract manufacturing and outsourcing, internal fab capacity and other resource requirements, based on our estimates of customer requirements. Factors thatcan impact our ability to accurately estimate future customer requirements include the short-term nature of many customers’ commitments, our customers’ability to reschedule, cancel and modify orders with little or no notice and without significant penalty, the accuracy of our customers’ forecasts and thepossibility of rapid changes in demand for our customers’ products, as well as seasonal or cyclical trends in their industries or the semiconductor industry.To ensure availability of our products, particularly for our largest customers, we typically start manufacturing our relevant products based on ourcustomers’ forecasts, which are not binding. As a result, we incur inventory and manufacturing costs in advance of anticipated sales that may nevermaterialize or which may be substantially lower than expected. If actual demand for our products is lower than forecast, we may also experience higherinventory carrying and operating costs and product13Table of Contentsobsolescence. Because certain of our sales, research and development and internal manufacturing overhead expenses are relatively fixed, a reduction incustomer demand may also decrease our gross margin and operating income. Conversely, customers often require rapid increases in production on shortnotice. We may be unable to secure sufficient materials or contract manufacturing capacity to meet such increases in demand. This could damage ourcustomer relationships, reduce revenue growth and margins, subject us to additional liabilities, harm our reputation, and prevent us from taking advantage ofopportunities.We are dependent on a small number of markets, and dynamics in these markets could negatively impact our business or results of operations. We operate in a limited number of markets. If demand in these markets declines or grows at a significantly slower pace than expected, our results may beadversely affected. The success of our wired infrastructure segment is primarily dependent on IT and data center spending, which can vary dramatically fromquarter to quarter, consumer demand for traditional pay-TV services, capital expenditures on the installation of broadband capacity and our ability totransition our products to increasingly smaller line width geometries. Our wireless communications segment is primarily dependent on the mobile handsetmarket, which is characterized by intense competition, rapidly evolving technologies and changing consumer preferences, and our success is dependent onthe overall demand for mobile handsets and macroeconomic conditions in general, as well as relative success of the mobile handsets into which our productsare incorporated.Similar to our wired infrastructure segment, our enterprise storage segment is dependent on data center spending, as well as HDD-related sales. Inaddition, the shift to cloud-based IT solutions and services, such as hyperscale computing, may adversely affect both our wired infrastructure and enterprisestorage segments. We currently sell a substantial portion of our products for use in traditional enterprise data centers. As cloud-based IT solutions becomemore prevalent, our results of operations will suffer if we are unable to increase sales of our products to cloud-based data center providers.We are subject to risks associated with our distributors’ product inventories and product sell-through.We sell many of our products through distributors who maintain their own inventory of our products for sale to dealers and end customers. We limitdistributor return rights and we allow limited price adjustments on sales to distributors. Price adjustments may be effected by way of credits for future productor by cash payments to the distributor, either in arrears or in advance, using estimates based on historical transactions. These programs may require us todeploy a substantial amount of cash to fund them. As of October 30, 2016, we had an aggregate of approximately $149 million on deposit with variousdistributors to fund these programs. The timing and mix of payments and credits associated with such price adjustments could change over time, which couldadversely affect our cash flows. Sales to distributors accounted for 30% of our net revenue for fiscal year 2016.If our distributors are unable to sell an adequate amount of their inventory of our products in a given quarter or if they decide to decrease theirinventories for any reason, our sales to these distributors and our revenue may decline. We also face the risk that our distributors may increase inventorylevels of our products in any particular quarter in excess of future anticipated sales. If such sales do not occur in the time frame anticipated by thesedistributors for any reason, these distributors may substantially decrease the amount of product they order from us in subsequent periods until their inventorylevels realign with end-customer demand, which would harm our business and could adversely affect our revenue in such subsequent periods.We do not always have a direct relationship with the end-customers of our products sold through distributors. As a result, our products may be used inapplications for which they were not necessarily designed or tested, including, for example, medical devices, and they may not perform as anticipated in suchapplications. In such event, failure of even a small number of parts could result in significant liabilities to us, damage our reputation and harm our businessand results of operations.Our operating results are subject to substantial quarterly and annual fluctuations.Our revenue and operating results have fluctuated in the past and are likely to fluctuate in the future. These fluctuations may occur on a quarterly andannual basis and are due to a number of factors, many of which are beyond our control. These factors include, among others:•our ability to successfully and timely integrate, and realize the benefits of acquisitions we may make;•the timing of launches by our customers of new products, such as mobile handsets, in which our products are included and changes in end-user demandfor the products manufactured and sold by our customers;•changes in our product mix or customer mix and their effect on our gross margin;•seasonality or other fluctuations in our markets;•the timing of receipt, reduction or cancellation of significant orders by customers;•fluctuations in the levels of component inventories held by our customers;14Table of Contents•customer concentration and the gain or loss of significant customers;•utilization of our internal manufacturing facilities and fluctuations in manufacturing yields;•the timing of acquisitions or dispositions of, or making and exiting investments in, other entities, businesses or technologies;•fluctuations in interest rates, as substantially all of our outstanding indebtedness bears interest at floating rates;•fluctuations in currency exchange rates;•our ability to develop, introduce and market new products and technologies on a timely basis;•the timing and extent of our non-product revenue, such as product development revenue and royalty and other payments from IP sales and licensingarrangements;•new product announcements and introductions by us or our competitors;•timing and amount of research and development and related new product expenditures, and the timing of receipt of any research and development grantmonies;•significant warranty claims, including those not covered by our suppliers or our insurers;•availability and cost of raw materials from our suppliers;•IP disputes and associated litigation expense;•loss of key personnel or the shortage of available skilled workers;•the effects of competitive pricing pressures, including decreases in average selling prices of our products; and•changes in our tax incentive arrangements or structure, which may adversely affect our net tax expense and our cash flow in any quarter in which suchan event occurs.The foregoing factors are difficult to forecast, and these, as well as other factors, could materially adversely affect our quarterly or annual operatingresults. In addition, a significant amount of our operating expenses are relatively fixed in nature due to our significant sales, research and development andinternal manufacturing overhead costs. Any failure to adjust spending quickly enough to compensate for a revenue shortfall could magnify the adverseimpact of such revenue shortfall on our results of operations. As a result, we believe that quarter-to-quarter comparisons of our revenue and operating resultsmay not be meaningful or a reliable indicator of our future performance. If our operating results in one or more future quarters fail to meet the expectations ofsecurities analysts or investors, an immediate and significant decline in the trading price of our ordinary shares may occur.Our business would be adversely affected by the departure of existing members of our senior management team.Our success depends, in large part, on the continued contributions of our senior management team, and in particular, the services of Mr. Hock E. Tan, ourPresident and Chief Executive Officer. Although we sometimes provide certain retention-based incentives to certain executives, none of our seniormanagement is bound by written employment contracts to remain with us for a specified period. In addition, we do not currently maintain key person lifeinsurance covering our senior management. The loss of any of our senior management could harm our ability to implement our business strategy and respondto the rapidly changing market conditions in which we operate.Adverse global economic conditions could have a negative effect on our business, results of operations and financial condition and liquidity.Adverse global economic conditions have from time to time caused or exacerbated significant slowdowns in the semiconductor industry generally, aswell as in our target markets, which have adversely affected our business and results of operations. In recent periods, investor and customer concerns aboutthe global economic outlook have adversely affected market and business conditions in general. Macroeconomic weakness and uncertainty also make itmore difficult for us to accurately forecast revenue, gross margin and expenses. Sustained uncertainty about, or worsening of, current global economicconditions may cause our customers and consumers to reduce or delay spending, could lead to the insolvency of key suppliers and customers, and couldintensify pricing pressures. Any or all of these factors could negatively affect demand for our products and our business, financial condition and result ofoperations.Winning business is subject to lengthy, competitive selection processes that often require us to incur significant expense, from which we may ultimatelygenerate no revenue.Our business is dependent on us winning competitive bid selection processes, known as “design wins,” to develop semiconductors for use in ourcustomers’ products. These selection processes are typically lengthy and can require us to15Table of Contentsdedicate significant development expenditures and scarce engineering resources in pursuit of a single customer opportunity. Failure to obtain a particulardesign win may prevent us from obtaining design wins in subsequent generations of a particular product. This can result in lost revenue and could weakenour position in future competitive selection processes.Winning a product design does not guarantee sales to a customer or that we will realize as much revenue, if any, as anticipated. A delay or cancellation ofa customer’s plans could materially and adversely affect our financial results, as we incur significant expense in the design process and may generate little orno revenue from it. In addition, the timing of design wins is unpredictable and implementing production for a major design win, or multiple design winsoccurring at the same time, may strain our resources and those of our contract manufacturers. In such event, we may be forced to dedicate significantadditional resources and incur additional, unanticipated costs and expenses. Often customers will only purchase limited numbers of evaluation units from usuntil they qualify the products and/or the manufacturing line for the products. The qualification process can take significant time and resources and we maynot always be able to satisfy the customers’ qualification requirements. Delays in qualification or failure to qualify our products may cause a customer todiscontinue use of our products and result in a significant loss of revenue. Finally, customers could choose at any time to stop using our products or may failto successfully market and sell their products, which could reduce demand for our products, and cause us to hold excess inventory, materially adverselyaffecting our business, financial condition and results of operations. These risks are exacerbated by the fact that many of our products, and the end productsinto which our products are incorporated, often have very short life cycles.Competition in our industry could prevent us from growing our revenue.The global semiconductor market is highly competitive. We expect competition in the markets in which we participate to continue to increase asexisting competitors improve or expand their product offerings. Competition may further increase as companies not currently in direct competition with usmay introduce competing products in the future. In addition, the competitive landscape is changing as a result of a trend toward consolidation within theindustry, as some of our direct competitors have merged with or been acquired by other competitors while others have begun collaborating with each other.We expect this consolidation trend to continue.Some of our competitors may have a more extensive product portfolio or greater resources for manufacturing, distribution, financial, research anddevelopment or marketing resources than us. In addition, some of our competitors may also have longer independent operating histories, greater presence inkey markets, larger customer base or more comprehensive patent protection. We compete with integrated device manufacturers and fabless semiconductorcompanies as well as the internal resources of large, integrated OEMs. Our competitors range from large, international companies offering a wide range ofsemiconductor products to smaller companies specializing in niche markets and new technologies. Because our products are often building blocksemiconductors, providing functions that in some cases can be integrated into more complex integrated circuits, or ICs, we also face competition frommanufacturers of ICs, as well as customers that may develop their own IC products.If we are unable to compete successfully, we may lose market share for our products or incur significant reduction in our project margins, any of whichcould have a material adverse effect on our business and results of operations.We are making substantial capital investments in our wireless product manufacturing facilities to increase our capacity, however this may be insufficientto meet demand. Conversely, if we overestimate demand, we may not realize the benefit we anticipate from these investments.We are continuing to add manufacturing capacity at our Fort Collins facility to support anticipated growth in sales of our proprietary products,particularly for our wireless communications segment. Unanticipated delays in these activities could result in significant additional costs, and could result inus being unable to timely satisfy customer demand for the products we plan to manufacture at this facility. Even with this expansion, our manufacturingcapacity may be insufficient to meet demand. From time to time, we have put products for our wireless FBAR filter products on allocation when we have beenunable to bring capacity online quickly enough to meet stronger than anticipated demand. If we underestimate customer demand, or if insufficientmanufacturing capacity is available at this facility to satisfy customers’ demands, we could forgo revenue opportunities, potentially lose market share,damage our customer relationships and be subject to litigation and additional liabilities, all of which could have a material adverse effect on our business,financial condition and results of operations. Conversely, if we overestimate customer demand we would experience excess capacity at these facilities, whichwould result in increased fixed costs relative to the revenue we generate and adversely affect our results of operations.A prolonged disruption of our manufacturing facilities, research and development facilities or other significant operations, or those of our suppliers,could have a material adverse effect on our business, financial condition and results of operations.Although we operate a primarily outsourced manufacturing business model, we also rely on our own manufacturing facilities, in particular inFort Collins, Colorado, Singapore, and Breinigsville, Pennsylvania. We use these internal manufacturing facilities for products utilizing our innovativematerials and proprietary processes, to protect our IP, to develop the technology for manufacturing and to ensure supply of certain components. Many of ourfacilities, and those of our contract16Table of Contentsmanufacturers and suppliers, are located in California and the Pacific Rim region, which has above average seismic activity and severe weather activity. Inaddition, our research and development personnel are primarily concentrated in China, India, Malaysia, Singapore, South Korea, Fort Collins, Colorado, SanJose, California, Southern California and Breinigsville and Allentown, Pennsylvania, with the expertise of the personnel at each such location tending to befocused on one or two specific areas.A prolonged disruption at one or more of our manufacturing or research facilities for any reason, especially our Fort Collins, Singapore and Breinigsvillefacilities, or those of our contract manufacturers or suppliers, due to natural- or man-made disasters or other events outside of our control, such as widespreadoutbreaks of acute illness or the failure to maintain our labor force at one or more of these facilities, would limit our capacity to meet customer demands anddelay new product development until a replacement facility and equipment, if necessary, were found. Any such event would likely disrupt our operations,delay production, shipments and revenue, expose us to claims by our customers and could materially and adversely affect our business. Although wepurchase insurance to mitigate such losses, any uninsured losses could negatively affect our operating results. In addition, even if we were able to promptlyresume production of our affected products, if our customers cannot timely resume their own manufacturing following such an event, they may cancel or scaleback their orders from us and this may in turn adversely affect our results of operations. Such events could also result in significant expense to repair orreplace our affected facilities, and in some instances could significantly curtail our research and development efforts in a particular product area or targetmarket.Any failure of our IT systems or one or more of our vendors to provide necessary services could have a material adverse effect on our business.We depend on various IT systems, including networks, applications, internal IT systems and personnel, and outsourced services. We rely on third-partyvendors to provide critical corporate infrastructure services, including certain services related to accounting, billing, human resources, benefit planadministration, IT network development and network monitoring. While we may be entitled to damages if our vendors fail to perform under their agreementswith us, we may be unable to collect on any award of damages and any award may be insufficient to cover the actual costs we may incur as a result of avendor’s failure to perform under its agreement with us. Upon expiration or termination of any of our third-party vendor agreements we may not be able totimely replace the vendor on terms and conditions, including service levels and cost, that are favorable to us. In addition, a transition from one vendor toanother vendor could subject us to operational delays and inefficiencies until the transition is complete.Any failure of these internal or third-party systems and services to operate effectively could disrupt our operations and could have a material adverseeffect on our business, financial condition and results of operations by harming our ability to accurately forecast sales demand, manage our supply chain andproduction facilities, fulfill customer orders, and report financial and management information on a timely and accurate basis.Our gross margin is dependent on a number of factors, including our product mix, price erosion, acquisitions we may make and level of capacityutilization and commodity prices.Our gross margin is highly dependent on product mix, which is susceptible to seasonal and other fluctuations in our markets. A shift in sales mix awayfrom our higher margin products, as well as the timing and amount of our non-product and IP-related revenue, could adversely affect our future gross marginpercentages. Although our non-product revenue is generally high margin, it fluctuates significantly from quarter to quarter. In addition, increasedcompetition and the existence of product alternatives, more complex engineering requirements, lower demand, reductions in our technological lead,compared to our competitors, and other factors may lead to further price erosion, lower revenue and lower margin for us in the future.Our gross margin may also be adversely affected by expenses related to the acquisitions of businesses, such as amortization of intangible assets andrestructuring and impairment charges. Furthermore, businesses or companies that we acquire may have different gross margin profiles than us and could,therefore, also affect our overall gross margin.In addition, semiconductor manufacturing requires significant capital investment, leading to high fixed costs, including depreciation expense. If we areunable to utilize our owned internal manufacturing facilities at a high level, the fixed costs associated with these facilities, such as depreciation expense, willnot be fully absorbed, resulting in higher average unit costs and a lower gross margin. Furthermore, fluctuations in commodity prices, either directly in theprice of the raw materials we buy, or as a result of price increases passed on to us by our suppliers could negatively impact our margins. We do not hedge ourexposure to commodity prices, some of which (including gold and fuel prices) are very volatile, and sudden or prolonged increases in commodities pricesmay adversely affect our gross margin.17Table of ContentsIf the tax incentive or tax holiday arrangements we have negotiated in Singapore and other jurisdictions change or cease to be in effect or applicable, inpart or in whole, for any reason, or if our assumptions and interpretations regarding tax laws and incentive or holiday arrangements prove to be incorrect,the amount of corporate income taxes we have to pay could significantly increase.Our operations are currently structured to benefit from the various tax incentives and tax holidays extended to us in various jurisdictions to encourageinvestment or employment. For example, we have obtained several tax incentives from the Singapore Economic Development Board, an agency of theGovernment of Singapore, which provide that qualifying income we earn in Singapore is subject to tax holiday or reduced rates of Singapore income tax.Each such tax incentive is separate and distinct from the others, and may be granted, withheld, extended, modified, truncated, complied with or terminatedindependently without any effect on the other incentives. In order to retain these tax benefits in Singapore, we must meet certain operating conditionsspecific to each incentive relating to, among other things, maintenance of a corporate headquarters function and specified IP and related activities inSingapore. Subject to our compliance with these conditions, the Singapore tax incentives are presently scheduled to expire at various dates generallybetween 2020 and 2025, subject in certain cases to potential extensions, which we may or may not be able to obtain. Absent these tax incentives, thecorporate income tax rate in Singapore that would otherwise apply to us would be 17%. We also have tax holidays on our qualifying income in Malaysia,which are scheduled to expire between 2018 and 2028. The tax incentives and tax holidays that we have negotiated are also subject to our compliance withvarious operating and other conditions. If we cannot, or elect not to, comply with the operating conditions included in any particular tax incentive or taxholiday, we will lose the related tax benefits and we could be required to refund previously realized material tax benefits. Depending on the incentive atissue, we could also be required to modify our operational structure and tax strategy, which may not be as beneficial to us as the benefits provided under thepresent tax concession arrangements. The effect of all these tax incentives and tax holidays, in the aggregate, was to reduce the overall provision for incometaxes by approximately $169 million, $207 million and $99 million, for fiscal years 2016, 2015 and 2014, respectively, reduce diluted net loss per share by$0.44 for fiscal year 2016 and increase diluted net income per share by $0.74 and $0.37 for fiscal years 2015 and 2014, respectively.Our interpretations and conclusions regarding the tax incentives are not binding on any taxing authority, and if our assumptions about tax and otherlaws are incorrect or if these tax incentives are substantially modified or rescinded we could suffer material adverse tax and other financial consequences,which would increase our expenses, reduce our profitability and adversely affect our cash flows.We may be subject to claims of infringement of third-party IP rights or demands that we license third-party technology, which could result in significantexpense and loss of our IP rights.The semiconductor industry is characterized by companies holding large numbers of patents, copyrights, trademarks and trade secrets and by thevigorous pursuit, protection and enforcement of IP rights, including actions by patent-holding companies that do not make or sell products. From time totime, third parties assert against us and our customers and distributors their patent, copyright, trademark, trade secret and other IP rights to technologies thatare important to our business.Litigation or settlement of claims that our products or processes infringe or misappropriate these rights, regardless of their merit, are frequently costly anddivert the efforts and attention of our management and technical personnel. In addition, many of our customer agreements, and in some cases our asset saleagreements, require us to indemnify our customers or purchasers for third-party IP infringement claims, including costs to defend those claims, and paymentof damages in the case of adverse rulings. Claims of this sort could also harm our relationships with our customers and might deter future customers fromdoing business with us. We do not know whether we will prevail in such proceedings, given the complex technical issues and inherent uncertainties in IPlitigation. If any pending or future proceedings result in an adverse outcome, we could be required to:•cease the manufacture, use or sale of the infringing products, processes or technology and/or make changes to our processes or products;•pay substantial damages for past, present and future use of the infringing technology;•expend significant resources to develop non-infringing technology;•license technology from the third-party claiming infringement, which license may not be available on commercially reasonable terms, or at all;•enter into cross-licenses with our competitors, which could weaken our overall IP portfolio and our ability to compete in particular productcategories;•indemnify our customers or distributors;•pay substantial damages to our direct or end customers to discontinue use or replace infringing technology with non-infringing technology; or18Table of Contents•relinquish IP rights associated with one or more of our patent claims, if such claims are held invalid or otherwise unenforceable.Any of the foregoing results could have a material adverse effect on our business, financial condition and results of operations.We utilize a significant amount of IP in our business. If we are unable or fail to protect our IP, our business could be adversely affected.Our success depends in part upon protecting our IP. To accomplish this, we rely on a combination of IP rights, including patents, copyrights, trademarksand trade secrets, as well as customary contractual protections with our customers, suppliers, employees and consultants. We may be required to spendsignificant resources to monitor and protect our IP rights, and even with significant expenditures we may not be able to protect our IP rights that are valuableto our business. We are unable to predict or assure that:•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 rightslicensed to us, be licensed to others;•our IP rights will provide competitive advantages to us;•rights previously granted by third parties to IP rights licensed or assigned to us, including portfolio cross-licenses, will not hamper our ability toassert our IP rights against potential competitors or hinder the settlement of currently pending or future disputes;•any of our pending or future patent, trademark or copyright applications will be issued or have the coverage originally sought; •our IP rights will be enforced in certain jurisdictions where competition may be intense or where legal protection may be weak; or•we have sufficient IP rights to protect our products or our business.In addition, our competitors or others may develop products or technologies that are similar or superior to our products or technologies, duplicate ourproducts or technologies or design around our protected technologies. Effective patent, trademark, copyright and trade secret protection may be unavailableor more limited in other jurisdictions, relative to those protections available in the United States, may not be applied for or may be abandoned in one or morerelevant jurisdictions. We may elect to abandon or divest patents or otherwise not pursue prosecution of certain pending patent applications, due to strategicconcerns or other factors. In addition, when patents expire, we lose the protection and competitive advantages they provided to us.We also generate some of our revenue from licensing royalty payments and from technology claim settlements relating to certain of our IP. Licensing ofour IP rights, particularly exclusive licenses, may limit our ability to assert those IP rights against third parties, including the licensee of those rights. Inaddition, we may acquire companies having IP that is subject to licensing obligations to other third parties. These licensing obligations may extend to ourown IP following any such acquisition and may limit our ability to assert our IP rights. From time to time we pursue litigation to assert our IP rights,including, in some cases, against third parties with whom we have ongoing relationships, such as customers and suppliers. Conversely, third parties maypursue IP litigation against us, including as a result of our IP licensing business. An adverse decision in such types of legal action could limit our ability toassert our IP rights and limit the value of our technology, including the loss of opportunities to sell or license our technology to others or to collect royaltypayments based upon successful protection and assertion of our IP against others. In addition, such legal actions or adverse decisions could otherwisenegatively impact our business, financial condition and results of operations.From time to time we may need to obtain additional IP licenses or renew existing license agreements. We are unable to predict whether these licenseagreements can be obtained or renewed on acceptable terms or at all.If we are unable to attract and retain qualified personnel, especially our design and technical personnel, we may not be able to execute our businessstrategy effectively.Our future success depends on our ability to retain, attract and motivate qualified personnel. We also seek to acquire talented engineering and technicalpersonnel through acquisitions we may make from time to time or otherwise. We have historically encountered difficulties in hiring and retaining qualifiedengineers, particularly in Silicon Valley and Southeast Asia where qualified engineers are in high demand. In addition, our employees, including employeeswhom we have retained as a result of an acquisition may decide not to continue working for us and may leave with little or no notice following anacquisition. As the source of our technological and product innovations, our design and technical personnel represent a19Table of Contentssignificant asset. Any inability to retain, attract or motivate such personnel could have a material adverse effect on our business, financial condition andresults of operations.We are subject to warranty claims, product recalls and product liability.From time to time, we may be subject to warranty or product liability claims that have led, and may in the future lead, to significant expense. We mayalso be exposed to such claims as a result of any acquisition we may undertake in the future. Although we maintain reserves for reasonably estimableliabilities and purchase product liability insurance, our reserves may be inadequate to cover the uninsured portion of such claims. Conversely, in some cases,amounts we reserve may ultimately exceed our actual liability for particular claims and may need to be reversed.Product liability insurance is subject to significant deductibles and there is no guarantee that such insurance will be available or adequate to protectagainst all such claims, or we may elect to self-insure with respect to certain matters. It is possible for one of our customers to recall a product containing oneof our devices. In such an event, we may incur significant costs and expenses, including among others, replacement costs, contract damage claims from ourcustomers and reputational harm. Our customer contracts typically contain warranty and indemnification provisions, and in certain cases may also containliquidated damages provisions, relating to product quality issues. The potential liabilities associated with such provisions are significant, and in some cases,including in agreements with some of our largest customers, are potentially unlimited. Any such liabilities may greatly exceed any revenue we receive fromthe relevant products. Costs, payments or damages incurred or paid by us in connection with warranty and product liability claims and product recalls couldmaterially and adversely affect our financial condition and results of operations.The complexity of our products could result in unforeseen delays or expense or undetected defects or bugs, which could adversely affect the marketacceptance of new products, damage our reputation with current or prospective customers, and materially and adversely affect our operating costs.Highly complex products, such as those we offer, may contain defects and bugs when they are first introduced or as new versions are released, or theirrelease may be delayed due to unforeseen difficulties during product development. If any of our products, or third-party components used in our products,contain defects or bugs, or have reliability, quality or compatibility problems, we may not be able to successfully design workarounds. Furthermore, if any ofthese problems are not found until after we have commenced commercial production of a new product, we may be required to incur additional developmentcosts and product recall, repair or replacement costs. Consequently, our reputation may be damaged and customers may be reluctant to buy our products,which could materially and adversely affect our ability to retain existing customers and attract new customers. To resolve these problems, we may have toinvest significant capital and other resources. These problems may also result in claims against us by our customers or others. For example, if a delay in themanufacture and delivery of our products causes the delay of a customer’s end-product delivery, we may be required, under the terms of our agreement withthat customer, to compensate the customer for the adverse effects of such delays. In addition, these problems may divert our technical and other resourcesfrom other development efforts, and we would likely lose, or experience a delay in, market acceptance of the affected product or products. As a result, ourfinancial results could be materially and adversely affected.Our effective tax rates and cash taxes payable are affected by reorganizations or restructurings of our businesses or assets, changes in our corporate ordebt financing structure, jurisdictional revenue mix, changes in tax regulations or policy and the outcome of tax audits and examinations, which couldmaterially, adversely affect financial results.We are a Singapore-based multinational company subject to tax in various tax jurisdictions. Significant judgment is required in determining ourworldwide provision for income taxes. In the ordinary course of our business, there are many transactions where the ultimate tax determination is uncertain.Additionally, our calculations of income taxes are based on our interpretations of applicable tax laws in the jurisdictions in which we are required to file taxreturns.Our provision for income taxes is subject to volatility and could be adversely affected by numerous factors including:•reorganization or restructuring of our businesses, tangible and intangible assets, outstanding indebtedness and corporate structure;•jurisdictional mix of our income and assets, and the resulting tax effects of differing tax rates in different countries;•changes in the allocation of income and expenses, including adjustments related to changes in our corporate structure, acquisitions or tax law;•changes in transfer pricing rules or methods of applying these rules;•changes in tax laws including, in Singapore, changes to the taxation of earnings of foreign subsidiaries, the deductibility of expenses attributable toincome and foreign tax credit rules;•tax effects of increases in non-deductible employee compensation;20Table of Contents•changes in tax accounting rules or principles and in the valuation of deferred tax assets and liabilities;•outcomes of income tax audits; and•expiration or lapses of tax credits or incentives.At the time we completed the Broadcom Merger, in connection with the preliminary allocation of purchase price, we established a deferred tax liabilityon our balance sheet. This is associated with our potential tax liability arising from our planned integration of BRCM’s IP, which was completed inNovember 2016. This tax liability will become payable as earnings resulting from this integration of IP is distributed over time. In addition, prior to theclosing of the Broadcom Merger, our policy was to indefinitely reinvest a portion of our foreign earnings to fund our operations outside Singapore. Effectiveas of our fiscal quarter ended May 1, 2016, we no longer intend to indefinitely reinvest any of our accumulated and current foreign earnings in our operationsoutside Singapore. As a result of these events, the amount of our income taxes payable could increase materially and consume an increasing amount of ourcash. In addition, our provision for income taxes in future periods is likely to change as a result of the impact of internal restructuring and reorganization, inparticular as a result of the Broadcom Merger, which would also affect our overall effective tax rate.We have also adopted transfer-pricing policies between our affiliated entities. Our policies call for the provision of services, the sale of products, andlicenses from one affiliate to another at prices that we believe are negotiated on an arm’s length basis. Our taxable income in any jurisdiction is dependentupon acceptance of our operational practices and intercompany transfer pricing by local tax authorities as being on an arm’s length basis. Due toinconsistencies in application of the arm’s length standard among taxing authorities, as well as lack of adequate treaty-based protection, transfer pricingchallenges by tax authorities could, if successful, result in adjustments for prior or future tax years. As a result of these adjustments, we could become subjectto higher taxes and our earnings and results of operations would be adversely affected in any period in which such determination is made.Although we believe our tax estimates are reasonable, there is no assurance that the final determination of our income tax liability will not be materiallydifferent than what is reflected in our income tax provisions and accruals. Significant judgment is required to determine the recognition and measurement oftax liabilities prescribed in the relevant accounting guidance for uncertainty in income taxes. The accounting guidance for uncertainty in income taxesapplies to all income tax positions, which, if settled unfavorably, could adversely impact our provision for income taxes.In addition, we are subject to, and are under, tax audit in various jurisdictions, and such jurisdictions may assess additional income tax against us.Although we believe our tax positions are reasonable, the final determination of tax audits could be materially different from our income tax provisions andaccruals. The ultimate results of an audit could have a material adverse effect on our results of operations and cash flows in the period or periods for whichthat determination is made.The enactment of legislation implementing changes in taxation of international business activities, the adoption of other tax reform policies or changesin tax legislation or policies in jurisdictions outside Singapore could materially impact our financial position and results of operations.Tax bills are introduced from time to time to reform taxation of international business activities. The Organisation for Economic Co-operation andDevelopment, or OECD, has released guidance covering various topics, including country-by-country reporting, definitional changes to permanentestablishment and guidelines in determining arm’s length transfer pricing. This guidance is collectively referred to as Base Erosion and Profit Shifting, orBEPS, an initiative that aims to standardize and modernize global tax policy. Depending on legislation ultimately enacted in connection with this guidanceby jurisdictions in which we operate, there may be significant consequences for us due to the large scale of our international business activities. For example,adoption of BEPS by foreign jurisdictions in which we operate could result in changes to tax policies, including transfer-pricing policies that couldultimately impact our tax liabilities to foreign jurisdictions. If any of these proposals are enacted into law, or if other international, consensus-based taxpolicies and principles are amended or implemented, they could have material adverse consequences on the amount of tax we pay and thereby on ourfinancial position and results of operations.In addition, policies regarding corporate income taxes in numerous jurisdictions are under heightened scrutiny. As a result, decisions by tax authoritiesregarding treatments and positions of corporate income taxes could be subject to legislative investigation and inquiry, which could result in changes in taxpolicies or prior tax rulings. There can be no assurance as to the outcome of these investigations and inquiries. As such, the taxes we previously paid may besubject to change and our taxes may increase in the future, which could have an adverse effect on our results of operations, financial condition and ourcorporate reputation.We operate in the highly cyclical semiconductor industry, which is subject to significant downturns.The semiconductor industry is highly cyclical and is characterized by constant and rapid technological change and price erosion, evolving technicalstandards, frequent new product introductions, short product life cycles (for semiconductors and for21Table of Contentsmany of the end products in which they are used) and wide fluctuations in product supply and demand. From time to time, these factors, together withchanges in general economic conditions, cause significant upturns and downturns in the industry in general, and in our business in particular. Periods ofindustry downturns have been characterized by diminished demand for end-user products, high inventory levels and periods of inventory adjustment, under-utilization of manufacturing capacity, changes in revenue mix and accelerated erosion of average selling prices, resulting in an adverse effect on ourbusiness, financial condition and results of operations. We expect our business to continue to be subject to cyclical downturns even when overall economicconditions are relatively stable. If we cannot offset industry or market downturns, our net revenue may decline and our financial condition and results ofoperations may suffer.We make substantial investments in research and development to improve existing and develop new technologies to keep pace with technologicaladvances and to remain competitive in our business, and unsuccessful investments could materially adversely affect our business, financial condition andresults of operations.The semiconductor industry is characterized by rapid technological change, changes in customer requirements, frequent new product introductions andenhancements, short product cycles and evolving industry standards, and requires substantial investment in our research and development in order todevelop and bring to market new and enhanced technologies and products. In addition, semiconductor products transition over time to increasingly smallerline width geometries. This requires us to adapt our products and manufacturing processes to these new technologies, which requires expertise in newprocedures. Our failure to successfully transition to smaller geometry process technologies could impair our competitive position. In order to remaincompetitive, we have made, and expect to continue to make, significant investments in research and development. We expect the dollar amount of researchand development expenses to increase for the foreseeable future, due to the increasing complexity and number of products we plan to develop. If we fail todevelop new and enhanced products and technologies, if we focus on technologies that do not become widely adopted, or if new competitive technologiesthat we do not support, become widely accepted, demand for our products may be reduced. Significant investments in unsuccessful research and developmentefforts could materially adversely affect our business, financial condition and results of operations. In addition, increased investments in research anddevelopment could cause our cost structure to fall out of alignment with demand for our products, which would have a negative impact on our financialresults.Our business, financial condition and results of operations could be adversely affected by the political and economic conditions of the countries in whichwe conduct business and other factors related to our international operations.A majority of our products are produced and sourced in Asia, including China, Malaysia, the Philippines, Singapore, South Korea, Taiwan and Thailandand we sell our products throughout the world. In addition, as of October 30, 2016, approximately 41% of our employees are located in Asia. Multiple factorsrelating to our international operations and to particular countries in which we operate could have a material adverse effect on our business, financialcondition and results of operations. These factors include:•changes in political, regulatory, legal or economic conditions or geopolitical turmoil, including terrorism, war or political or military coups, or civildisturbances or political instability;•restrictive governmental actions, such as restrictions on the transfer or repatriation of funds and foreign investments and trade protection measures,including export restrictions, export duties and quotas, and customs duties and tariffs;•disruptions of capital and trading markets and currency fluctuations, which may result in our products becoming too expensive for foreign customersor foreign-sourced materials and services becoming more expensive for us;•difficulty in obtaining product distribution and support, and transportation delays;•public health or safety concerns;•nationalization of businesses and expropriation of assets; and•changes in tax laws.A significant legal risk associated with conducting business internationally is compliance with the various and differing laws and regulations, includinganti-corruption and anti-bribery laws and regulations of the countries in which we do business, antitrust and competition laws, data privacy laws and exportregulations. In addition, the anti-corruption laws in various countries are constantly evolving and may, in some cases, conflict with each other. Although, ourCode of Ethics and Business Conduct and other policies prohibit us and our employees from engaging in unethical business practices, there can be noassurance that all of our employees or agents will refrain from acting in violation of our related anti-corruption policies and procedures. Any such violationcould have a material adverse effect on our business.22Table of ContentsOur business is subject to various governmental regulations, and compliance with these regulations may cause us to incur significant expense. If we fail tomaintain compliance with applicable regulations, we may be forced to cease the manufacture and distribution of certain products, and we could be subjectto civil or criminal penalties.Our business is subject to various international laws and other legal requirements, including packaging, product content, labor and import/exportregulations, and many of our products are regulated or sold into regulated industries, such as the U.S. Export Administration Regulations. These laws andregulations are complex, change frequently and have generally become more stringent over time. We may be required to incur significant expense to complywith, or to remedy violations of, these regulations. In addition, if our customers fail to comply with these regulations, we may be required to suspend sales tothese customers, which could negatively impact our results of operations.In addition, the manufacture and distribution of our semiconductors must comply with various laws and adapt to changes in regulatory requirements asthey occur. For example, if a country in which our products are manufactured or sold sets technical standards that are not widely shared, it may require us tostop distributing our products commercially until they comply with such new standards, lead certain of our customers to suspend imports of their productsinto that country, require manufacturers in that country to manufacture products with different technical standards and disrupt cross-border manufacturingrelationships, any of which could have a material adverse effect on our business, financial condition and results of operations. If we fail to comply with theserequirements, we could also be required to pay civil penalties or face criminal prosecution.Our products and operations are also subject to the rules of industrial standards bodies, like the International Standards Organization, as well asregulation by other agencies, such as the U.S. Federal Communications Commission. If we fail to adequately address any of these rules or regulations, ourbusiness could be harmed.We are subject to environmental, health and safety laws, which could increase our costs, restrict our operations and require expenditures that could havea material adverse effect on our results of operations and financial condition.We are subject to a variety of international laws and regulations relating to the use, disposal, clean-up of and human exposure to, hazardous materials.Compliance with environmental, health and safety requirements could, among other things, require us to modify our manufacturing processes, restrict ourability to expand our facilities, or require us to acquire pollution control equipment, all of which can be very costly. Any failure by us to comply with suchrequirements could result in the limitation or suspension of the manufacture of our products, and could result in litigation against us and the payment ofsignificant fines and damages by us in the event of a significant adverse judgment. In addition, complying with any cleanup or remediation obligations forwhich we are or become responsible could by costly and have a material adverse effect on our business, financial condition and results of operations.Changing requirements relating to the materials composition of our products, including the restrictions on lead and certain other substances inelectronics that apply to specified electronics products sold in various countries, including the United States, China, Japan, and in the European Union,increase the complexity and costs of our product design and procurement operations and may require us to re-engineer our products. Such re-engineering mayresult in excess inventory or other additional costs and could have a material adverse effect on our results of operations. We may also experience claims fromemployees from time to time with regard to exposure to hazardous materials or other workplace related environmental claims.Social and environmental responsibility regulations, policies and provisions, including, for example, regulations related to “conflict minerals,” maymake our supply chain more complex and may adversely affect our relationships with customers.There is an increasing focus on corporate social and environmental responsibility in the semiconductor industry, particularly with OEMs thatmanufacture consumer electronics. A number of our customers have adopted, or may adopt, procurement policies that include social and environmentalresponsibility provisions that their suppliers should comply with, or they seek to include such provisions in their procurement terms and conditions. Anincreasing number of participants in the semiconductor industry are also joining voluntary social responsibility initiatives such as the U.N. Global Compact,a voluntary initiative for businesses to develop, implement and disclose sustainability policies and practices. These social and environmental responsibilityprovisions and initiatives are subject to change, can be unpredictable, and may be difficult for us to comply with, given the complexity of our supply chainand our significant outsourced manufacturing. If we are unable to comply, or are unable to cause our suppliers or contract manufacturers to comply, with suchpolicies or provisions, a customer may stop purchasing products from us, and may take legal action against us, which could harm our reputation, revenue andresults of operations.We are subject to rules adopted by the SEC requiring us to make disclosures relating to whether certain minerals and metals, known as conflict minerals,used in our products originate from the Democratic Republic of Congo and its adjoining countries, or the DRC Region. In addition, as part of their corporatesocial and environmental responsibility programs, an increasing number of OEMs are seeking to source products that do not contain conflict mineralssourced from the DRC Region. This could adversely affect the sourcing, availability and pricing of minerals used in the manufacture of semiconductordevices, including our products. Since our supply chain is complex, we are not currently able to definitively ascertain the origins of all23Table of Contentsof these minerals and metals used in our products. As a result, we may face difficulties in satisfying these customers’ demands, which may harm our sales andoperating results.The average selling prices of products in our markets have often decreased rapidly and may do so in the future, which could harm our revenue and grossprofit.The products we develop and sell are used for high volume applications. As a result, the prices of those products have often decreased rapidly. Grossprofit on our products may be negatively affected by, among other things, pricing pressures from our customers. In the past, we have reduced the averageselling prices of our products in anticipation of future competitive pricing pressures, new product introductions by us or our competitors and other factors. Inaddition, some of our customer agreements provide for volume-based pricing and product pricing roadmaps, which can also reduce the average selling pricesof our products over time. Our margins and financial results will suffer if we are unable to offset any reductions in our average selling prices by increasing oursales volumes, reducing manufacturing costs, or developing new and higher value-added products on a timely basis.A breach of our security systems may have a material adverse effect on our business.Our security systems are designed to maintain the physical security of our facilities and protect our customers’, suppliers’ and employees’ confidentialinformation, as well as our own proprietary information. However, we are also dependent on a number of third-party “cloud-based” and other serviceproviders of critical corporate infrastructure services relating to, among other things, human resources, electronic communication services and certain financefunctions, and we are, of necessity, dependent on the security systems of these providers. Accidental or willful security breaches or other unauthorized accessby third parties of our facilities, our information systems or the systems of our cloud-based or other service providers, or the existence of computer viruses ormalware in our or their data or software could expose us to a risk of information loss and misappropriation of proprietary and confidential information,including information relating to our customers and the personal information of our employees. In addition, we have, from time to time, also been subject tounauthorized network intrusions and malware on our own IT networks. Any theft or misuse of confidential, personal or proprietary information as a result ofsuch activities could result in, among other things, unfavorable publicity, damage to our reputation, loss of our trade secrets and other competitiveinformation, difficulty in marketing our products, allegations by our customers that we have not performed our contractual obligations, litigation by affectedparties and possible financial obligations for liabilities and damages related to the theft or misuse of such information, as well as fines and other sanctionsresulting from any related breaches of data privacy regulations, any of which could have a material adverse effect on our reputation, business, profitabilityand financial condition. Since the techniques used to obtain unauthorized access or to sabotage systems change frequently and are often not recognized untillaunched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures.We are required to assess our internal control over financial reporting on an annual basis and any adverse findings from such assessment could result ina loss of investor confidence in our financial reports, significant expense to remediate any internal control deficiencies and ultimately have an adverseeffect on our share price.We are required to assess the effectiveness of our internal control over financial reporting annually, as required by Section 404 of the Sarbanes-OxleyAct. Our evaluation of the effectiveness of our internal control over financial reporting as of October 30, 2016 did not include the internal controls of BRCM,which we acquired in February 2016. Even though, as of October 30, 2016, we concluded that our internal control over financial reporting (excludingBRCM) was effective, we need to maintain our processes and systems and adapt them as our business grows and changes, including to reflect our integrationof BRCM, as well as any future acquisitions we may undertake, including our pending acquisition of Brocade. This continuous process of maintaining andadapting our internal controls and complying with Section 404 is expensive, time consuming and requires significant management attention. We cannot becertain that our internal control measures will continue to provide adequate control over our financial processes and reporting and ensure compliance withSection 404. Furthermore, as we grow our business or acquire other businesses, our internal controls may become more complex and we may requiresignificantly more resources to ensure they remain effective. Failure to implement required new or improved controls, or difficulties encountered in theimplementation of such controls, either in our existing business or in businesses that we have or acquired or may acquire in the future, could harm ouroperating results or cause us to fail to meet our reporting obligations. If we or our independent registered public accounting firm identify material weaknessesin our internal controls, the disclosure of that fact, even if quickly remedied, may cause investors to lose confidence in our financial statements and thetrading price of our ordinary shares may decline.Remediation of a material weakness could require us to incur significant expenses and if we fail to remedy any material weakness, our financialstatements may be inaccurate, our ability to report our financial results on a timely and accurate basis may be adversely affected, our access to the capitalmarkets may be restricted, the trading price of our ordinary shares may decline, and we may be subject to sanctions or investigation by regulatory authorities,including the SEC or The Nasdaq Global Select Market. We may also be required to restate our financial statements from prior periods.24Table of ContentsOur financial condition and results of operations could be adversely affected by employee-benefit related costs and expense.We sponsor several defined benefit plans and post-retirement medical benefit plans. We are required to make contributions to these plans to comply withminimum funding requirements imposed by laws governing these employee benefit plans. The difference between the obligations and assets of these plans,or the funded status of these plans, is a significant factor in determining our pension expense and the ongoing funding requirements of these plans. Theprojected benefit obligations under these pension plans exceeded the value of the assets of those plans by approximately $516 million at the end of fiscalyear 2016. We expect to have additional funding requirements in future years and we may make additional, voluntary contributions to the plans. Dependingon our cash position at the time, any such funding or contributions to, our pension plans could impact our operating flexibility and financial position,including adversely affecting our cash flow for the quarter in which they are made. Furthermore, in order to reduce the expenses associated with theseprograms, where practicable, we are seeking to move defined benefit plans to defined contribution plans, or to cash out future retirees not yet receivingbenefits, and to replace existing pension obligations with annuities. Any such changes may adversely affect our results of operations, including ourprofitability and cash flows. Weak economic conditions and related under-performance of asset markets could also lead to increase and post-retirementbenefit expense.The IRS may not agree that Broadcom Limited should be treated as a foreign corporation for U.S. federal income tax purposes.A corporation is generally considered a tax resident in the jurisdiction of its organization or incorporation for U.S. federal income tax purposes. BecauseBroadcom is a Singapore entity, it would generally be classified as a foreign corporation (and, therefore, not a U.S. tax resident) under these rules. Even so,the IRS may assert that we should be treated as a U.S. corporation (and, therefore, a U.S. tax resident) for U.S. federal income tax purposes pursuant to Section7874 of the Internal Revenue Code of 1986, as amended, or the Code.Under Section 7874 of the Code, if the former shareholders of BRCM hold 80% or more of the vote or value of the ordinary shares of Broadcom, byreason of their former holding of BRCM common shares (the percentage (by vote and value) of our ordinary shares considered to be held (for purposes ofSection 7874 of the Code) by former BRCM shareholders immediately after the Broadcom Transaction by reason of holding BRCM common shares isreferred to in this disclosure as the “Section 7874 Percentage”), and our expanded affiliated group after the Broadcom Transaction does not have substantialbusiness activities in Singapore relative to our worldwide business activities, Broadcom would be treated as a U.S. corporation for U.S. federal income taxpurposes. If the Section 7874 Percentage were determined to be at least 60% (but less than 80%), Section 7874 of the Code would cause Broadcom to betreated as a “surrogate foreign corporation” if we did not have substantial business activities in Singapore relative to our worldwide business activities.Under current law, Broadcom should not be treated as a U.S. corporation for U.S. federal income tax purposes. However, determining the Section 7874Percentage is complex and is subject to factual and legal uncertainties, including that such determination takes into account several factors other than theratio of ownership of our ordinary shares by former BRCM shareholders following the Broadcom Transaction. While we believe the Section 7874 Percentageto be significantly less than 60% (and therefore that Section 7874 should not apply to Broadcom or BRCM), there can be no assurance that the IRS will agreewith the position that the Section 7874 Percentage is less than 60%.If the Section 7874 Percentage were determined to be at least 60% (but less than 80%), several limitations could apply to BRCM. For example, BRCMwould be prohibited from using its net operating losses, foreign tax credits or other tax attributes to offset the income or gain recognized by reason of thetransfer of property to a foreign related person during the 10-year period following the Broadcom Transaction or any income received or accrued during suchperiod by reason of a license of any property by BRCM to a foreign related person. In addition, the IRS has announced that it will promulgate new rules,which, in that situation, may limit the ability to restructure the non-U.S. members of the BRCM tax group or access cash earned in its non-U.S. subsidiaries.Moreover, in such case, Section 4985 of the Code and rules related thereto would impose an excise tax on the value of certain stock compensation helddirectly or indirectly by certain BRCM “disqualified individuals” (including former officers and directors of BRCM) at a rate equal to 15%, but only if gainis otherwise recognized by BRCM shareholders as a result of the Broadcom Transaction.Risks Relating to Our IndebtednessOur substantial indebtedness could adversely affect our financial health and our ability to raise additional capital to fund our operations, limit ourability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate indebtedness and prevent us fromfulfilling our obligations under our indebtedness.We incurred a substantial amount of indebtedness in connection with the Broadcom Transaction under and pursuant to the 2016 Credit Agreement. Theborrowers’ obligations under the 2016 Credit Agreement are guaranteed by and are collateralized,25Table of Contentssubject to certain exceptions, by substantially all of the assets of the Guarantors. Subject to restrictions in the 2016 Credit Agreement and receipt ofcommitments, we may incur additional indebtedness.Our substantial indebtedness could have important consequences including:•increasing our vulnerability to adverse general economic and industry conditions;•exposing us to interest rate risk to the extent of our variable rate indebtedness, and we do not typically hedge against changes in interest rates;•requiring us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability ofour cash flow to fund working capital, capital expenditures, research and development efforts, execution of our business strategy, acquisitions andother general corporate purposes;•limiting our flexibility in planning for, or reacting to, changes in the economy and the semiconductor industry;•placing us at a competitive disadvantage compared to our competitors with less indebtedness; and•making it more difficult to borrow additional funds in the future to fund growth, acquisitions, working capital, capital expenditures and otherpurposes.In addition, the 2016 Credit Agreement contains customary events of default upon the occurrence of which, after any applicable grace period, the lenderswould have the ability to immediately declare the loans due and payable in whole or in part. In such event, we may not have sufficient available cash torepay such debt at the time it becomes due, or be able to refinance such debt on acceptable terms or at all. Any of the foregoing could materially andadversely affect our business, financial condition and results of operations.We receive debt ratings from the major credit rating agencies in the United States. Factors that may impact our credit ratings include debt levels, plannedasset purchases or sales and near-term and long-term production growth opportunities. Liquidity, asset quality, cost structure, reserve mix and commoditypricing levels could also be considered by the rating agencies. The applicable margins with respect to the Term A Loan and the 2016 Revolving CreditFacility will vary based on the applicable public ratings assigned to the collateralized, long-term indebtedness for borrowed money of our subsidiary, AvagoTechnologies Cayman Finance Limited, by Moody’s Investors Service, Inc., Standard & Poor’s Financial Services LLC and any successor to each such ratingagency business. A ratings downgrade could adversely impact our ability to access debt markets in the future and increase the cost of current or future debtand may adversely affect our share price. Our failure to continuously have a public corporate credit rating from each of Moody’s and Standard & Poor’s mayresult in a covenant default under the 2016 Credit Agreement.Our 2016 Credit Agreement imposes significant restrictions on our business.The 2016 Credit Agreement contains a number of covenants imposing significant restrictions on our business. These restrictions may affect our ability tooperate our business, to plan for, or react to, changes in market conditions or our capital needs and may limit our ability to take advantage of potentialbusiness opportunities as they arise. The restrictions placed on us include limitations on the ability of our subsidiaries to:•incur additional indebtedness and issue preferred or redeemable shares;•incur or create liens;•consolidate, merge or transfer all or substantially all of their assets;•make investments, acquisitions, loans or advances or guarantee indebtedness;•transfer or sell certain assets;•pay dividends or make other distributions on, redeem or repurchase shares or make other restricted payments;•engage in transactions with affiliates; and•prepay certain other indebtedness.In addition, the 2016 Credit Agreement includes financial covenants requiring our subsidiary, Avago Technologies Cayman Holdings Ltd, to, while theTerm B-3 Loan remains outstanding, maintain a maximum first lien leverage ratio. Our ability to meet the financial covenant may be affected by eventsbeyond our control, and we do not know whether we will be able to maintain the applicable maximum first lien leverage ratio.We do not know whether we will be granted waivers under, or amendments to, our 2016 Credit Agreement if for any reason we are unable to meet theserequirements, or whether we will be able to refinance our indebtedness on terms acceptable to us, or at all.26Table of ContentsServicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt.Our ability to make scheduled payments of the principal of, to pay interest on, and to refinance our debt, depends on our future performance, which issubject to economic, financial, competitive and other factors beyond our control. Our business may not continue to generate cash flow from operations in thefuture sufficient to satisfy our obligations under the 2016 Credit Agreement and any future indebtedness we may incur and to make necessary capitalexpenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as reducing or delaying investments orcapital expenditures, selling assets, refinancing or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability torefinance our outstanding indebtedness or future indebtedness will depend on the capital markets and our financial condition at such time. We may not beable to engage in any of these activities or engage in these activities on desirable terms when needed, which could result in a default on our indebtedness.Risks Relating to Investments in Singapore CompaniesIt may be difficult to enforce a judgment of U.S. courts for civil liabilities under U.S. federal securities laws against us or our directors in Singapore.Broadcom is incorporated under the laws of the Republic of Singapore, and certain of our directors are resident outside the United States. Moreover, amajority of our consolidated assets are located outside the United States. Although Broadcom is incorporated outside the United States, we have agreed toaccept service of process in the United States through our agent designated for certain purposes. Nevertheless, since a majority of the consolidated assetsowned by us are located outside the United States, any judgment obtained in the United States against us may not be collectible within the United States.There is no treaty between the United States and Singapore providing for the reciprocal recognition and enforcement of judgments in civil andcommercial matters and a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whetheror not predicated solely upon the federal securities laws, would, therefore, not be automatically enforceable in Singapore. There is doubt whether a Singaporecourt may impose civil liability on Broadcom or our directors and officers who reside in Singapore in a suit brought in the Singapore courts against us or suchpersons with respect to a violation solely of the federal securities laws of the United States. Consequently, there can be no assurance as to whether Singaporecourts will enter judgments in actions brought in Singapore courts based upon the civil liability provisions of the federal securities laws of the United States.Broadcom is incorporated in Singapore and our shareholders may have more difficulty in protecting their interest than they would as shareholders of acorporation incorporated in the United States, and we may have more difficulty attracting and retaining qualified board members and executives.Broadcom’s corporate affairs are governed by its Constitution and by the laws governing corporations incorporated in Singapore. The rights of ourshareholders and the responsibilities of the members of our Board, under Singapore law (including under the recently amended Singapore Companies Act) aredifferent from those applicable to a corporation incorporated in the United States. Therefore, our public shareholders may have more difficulty in protectingtheir interest in connection with actions taken by our management or members of our Board than they would as shareholders of a corporation incorporated inthe United States.In addition, being a public company incorporated in Singapore may make it more expensive for Broadcom to obtain director and officer liabilityinsurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it moredifficult for us to attract and retain qualified members of our Board, particularly to serve on committees of our Board, and qualified executive officers.For a limited period of time, our directors have general authority to allot and issue new ordinary shares on such terms and conditions as may bedetermined by our Board in its sole discretion.Under Singapore law, we may only allot and issue new ordinary shares with the prior approval of Broadcom’s shareholders in a general meeting. At our2016 annual general meeting, Broadcom’s shareholders provided our directors with the general authority to allot and issue any number of new ordinaryshares, which will continue in force until the earlier of (i) the conclusion of our annual general meeting in 2017, (ii) the expiration of the period within whichthe next annual general meeting is required by law to be held (i.e., within 15 months after the conclusion of the last general meeting) or (iii) the subsequentrevocation or modification of such general authority by our shareholders at a duly convened general meeting. Subject to the general authority to allot andissue new ordinary shares provided by our shareholders, the provisions of the Singapore Companies Act and Broadcom’s Constitution, our Board may allotand issue new ordinary shares on such terms and conditions as they may think fit to impose. Any additional issuances of new ordinary shares by our directorsmay adversely impact the market price of our ordinary shares.27Table of ContentsRisks Relating to Owning Our Ordinary SharesAt times, Broadcom’s share price has been volatile and it may fluctuate substantially in the future, which could result in substantial losses for ourinvestors as well as class action litigation against us and our management which could cause us to incur substantial costs and divert our management’sattention and resources.The trading price of Broadcom ordinary shares has, at times, fluctuated significantly. The trading price of Broadcom ordinary shares could be subject towide fluctuations in response to many of the risk factors listed in this “Risk Factors” section, and others, many of which are beyond our control, including:•actual or anticipated fluctuations in our financial condition and operating results;•issuance of new or updated research or reports by securities analysts;•fluctuations in the valuation and results of operations of our significant customers as well as companies perceived by investors to be comparable tous;•announcements of proposed acquisitions by us or our competitors;•announcements of, or expectations of additional debt or equity financing efforts;•share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; and•changes in our dividend or share repurchase policies.These fluctuations are often unrelated or disproportionate to our operating performance. These broad market and industry fluctuations, as well as generaleconomic, political and market conditions such as recessions, interest rate changes or international currency fluctuations, may negatively impact the marketprice of our ordinary shares. You may not realize any return on your investment in us and may lose some or all of your investment. In the past, companies thathave experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type oflitigation in the future. We are also the subject of a number of lawsuits stemming from our acquisitions of PLX, Emulex and BRCM, and from our pendingacquisition of Brocade. Securities litigation against us, including the lawsuits related to such transactions, could result in substantial costs and divert ourmanagement’s attention from other business concerns, which could seriously harm our business.A substantial amount of our shares is held by a small number of large investors and significant sales of our ordinary shares in the public market by one ormore of these holders could cause our share price to fall.As of September 30, 2016, we believe that our five largest shareholders hold over 30% of Broadcom outstanding ordinary shares in the aggregate. Theseinvestors may sell their shares at any time for a variety of reasons and such sales could depress the market price of our ordinary shares, given the largeamounts of our shares held by these investors. In addition, any such sales of our ordinary shares by these entities could also impair our ability to raise capitalthrough the sale of additional equity securities.There can be no assurance that we will continue to declare cash dividends.Our Board has adopted a dividend policy pursuant to which we currently pay a cash dividend on Broadcom ordinary shares on a quarterly basis. Thedeclaration and payment of any dividend is subject to the approval of our Board and our dividend may be discontinued or reduced at any time. There can beno assurance that we will declare cash dividends in the future in any particular amounts, or at all. Furthermore, we may declare dividends as interimdividends, which are wholly provisional under Singapore law and may be revoked by our Board at any time prior to the payment thereof.Future dividends, if any, and their timing and amount, may be affected by, among other factors: management’s views on potential future capitalrequirements for strategic transactions, including acquisitions; earnings levels; contractual restrictions; cash position and overall financial condition; andchanges to our business model. The payment of cash dividends is restricted by applicable law, contractual restrictions and our corporate structure. Pursuant toSingapore law and Broadcom’s Constitution, no dividends may be paid except out of our profits or expected profits. Because we are a holding company, ourability to pay cash dividends on Broadcom ordinary shares is also limited by restrictions on our ability to obtain sufficient funds through dividends fromsubsidiaries, the declaration and payment of which are subject to restrictions under the terms of our 2016 Credit Agreement.Singapore corporate law may impede a takeover of our company by a third-party, which could adversely affect the value of our ordinary shares.The Singapore Code on Take-overs and Mergers contains provisions that may delay, deter or prevent a future takeover or change in control of ourcompany for so long as we remain a public company with more than 50 shareholders and net tangible assets of S$5 million or more. Any person acquiring aninterest, whether by a series of transactions over a period of time or not,28Table of Contentseither on their own or together with parties acting in concert with such person, in 30% or more of our voting shares, or, if such person holds, either on theirown or together with parties acting in concert with such person, between 30% and 50% (both inclusive) of our voting shares, and such person (or partiesacting in concert with such person) acquires additional voting shares representing more than 1% of our voting shares in any six-month period, must, exceptwith the consent of the Securities Industry Council in Singapore, extend a mandatory takeover offer for the remaining voting shares in accordance with theprovisions of the Singapore Code on Take-overs and Mergers. While the Singapore Code on Take-overs and Mergers seeks to ensure equality of treatmentamong shareholders, its provisions may discourage or prevent certain types of transactions involving an actual or threatened change of control of ourcompany. These legal requirements may impede or delay a takeover of our company by a third-party, which could adversely affect the value of our ordinaryshares.Our actual operating results may differ significantly from our guidance.From time to time, we release guidance regarding our future performance that represents our management’s estimates as of the date of release. Thisguidance, which consists of forward-looking statements, is prepared by our management and is qualified by, and subject to, the assumptions and the otherinformation contained or referred to in the release. Our guidance is not prepared with a view toward compliance with published guidelines of the AmericanInstitute of Certified Public Accountants, and neither any independent registered public accounting firm nor any other independent expert or outside partycompiles, examines or reviews the guidance and, accordingly, no such person expresses any opinion or any other form of assurance with respect thereto.Guidance is based upon a number of assumptions and estimates that, while presented with numerical specificity, is inherently subject to significantbusiness, economic and competitive uncertainties and contingencies, many of which are beyond our control and are based upon specific assumptions withrespect to future business decisions, some of which will change. We generally state possible outcomes as high and low ranges which are intended to provide asensitivity analysis as variables are changed but are not intended to represent that actual results could not fall outside of the suggested ranges. The principalreason that we release this data is to provide a basis for our management to discuss our business outlook with analysts and investors. We do not accept anyresponsibility for any projections or reports published by any such persons.Guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions of the guidance furnished by us will notmaterialize or will vary significantly from actual results, particularly any guidance relating to the results of operations of acquired businesses or companies asour management will, necessarily, be less familiar with their business, procedures and operations. Accordingly, our guidance is only an estimate of whatmanagement believes is realizable as of the date of release. Actual results will vary from the guidance and the variations may be material. Investors shouldalso recognize that the reliability of any forecasted financial data will diminish the farther in the future that the data are forecast. In light of the foregoing,investors are urged to put the guidance in context and not to place undue reliance on it.Any failure to successfully implement our operating strategy or the occurrence of any of the events or circumstances set forth in this Form 10-K couldresult in the actual operating results being different than the guidance, and such differences may be adverse and material.Risks Relating to Restricted Exchangeable UnitsHolders of Partnership REUs may not transfer, pledge or grant liens on their Partnership REUs for a period of year following the closing of theBroadcom Transaction.During the restricted period, which will last one year following the effective time of the Broadcom Merger, or the Restricted Period, holders of thePartnership REUs may not sell, transfer, convey, assign, pledge, grant a security interest or other lien, encumber or dispose of (whether directly or indirectly,whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in any Partnership REUs, except underlimited circumstances set forth in the Amended and Restated Exempted Limited Partnership Agreement dated February 1, 2016, among Broadcom, thePartnership and the Limited Partners, or the Partnership Agreement. Accordingly, any such holder’s investment in the Partnership is illiquid for a period ofone year.Holders of Partnership REUs are also prohibited from short sales, hedging and granting liens on their Partnership REUs.Unless otherwise approved in writing by Broadcom, in its sole discretion as our General Partner, during the Restricted Period, holders of PartnershipREUs may not be a party to or participate, directly or indirectly, in any short sale, forward contract to sell, option or forward contract to purchase, swap orother hedging, synthetic, “put” equivalent or similar derivative instrument or transaction that transfers, in whole or in part, any of the economic consequencesof ownership of the Partnership REUs or any Broadcom ordinary shares, whether settled in cash or securities. Holders of Partnership REUs are subject to andare required to comply with the restrictions, terms and conditions of the Partnership REUs as set forth in the Partnership Agreement. In the event of a breachby a holder of the hedging restrictions in the Partnership Agreement, the Restricted Period applicable to such holder’s Partnership REUs will be extended bytwo years.29Table of ContentsAn active trading market for Partnership REUs is not expected to develop.The Partnership REUs are not listed on a national exchange in the United States or on a foreign exchange. An active public market for the PartnershipREUs is not expected to develop. In addition, although the Partnership REUs are registered under the Exchange Act, our General Partner is under noobligation to continue such registration and is authorized to deregister the Partnership REUs at any time such registration is not legally required. As a result,even after the Restricted Period has concluded, it will be very difficult to sell the Partnership REUs at a price that is attractive, or at all.Future sales of Broadcom ordinary shares in the public market could cause the value of Partnership REUs to fall.Sales of a substantial number of Broadcom ordinary shares in the public market, or the perception that these sales might occur, could depress the value ofthe Partnership REUs because the value of the Partnership REUs is derivative of the value of Broadcom ordinary shares. During the Restricted Period, holdersof Partnership REUs may not sell such units to mitigate losses under such circumstances.The exchange of the Partnership REUs into Broadcom ordinary shares is subject to significant restrictions, including the right of Broadcom in its solediscretion to cause the Partnership to repurchase such Partnership REUs for cash instead of Broadcom ordinary shares.Under the terms of the Partnership Agreement, the Partnership REUs are not exchangeable for Broadcom ordinary shares for a period of up to three yearsfollowing the closing of the Broadcom Transaction.From and after the end of the Restricted Period, which will last one year following the effective time of the Broadcom Merger, holders of the PartnershipREUs are entitled, subject to compliance with the procedures set forth in the Partnership Agreement, to require the Partnership to repurchase all or any portionof such holder’s Partnership REUs in exchange for Broadcom ordinary shares, at a ratio of one Broadcom ordinary share for each Partnership REU, or theExchange Right. However, Broadcom, in its sole discretion as our General Partner, has the right to cause the Partnership to repurchase the Partnership REUsfor cash (in an amount determined in accordance with the terms of the Partnership Agreement based on the market price of Broadcom ordinary shares) in lieuof Broadcom ordinary shares. The ability of Broadcom, in its sole discretion as our General Partner, to cause the Partnership to repurchase the PartnershipREUs for cash could result in, among other things, tax consequences that differ from those that would have resulted if the holder of such Partnership REUshad received Broadcom ordinary shares.In addition, prior to the third anniversary following the effective time of the Broadcom Merger, it is a condition precedent to the obligation of thePartnership to repurchase such Partnership REUs, and the holder of such Partnership REUs shall not be permitted to exercise the Exchange Right, unless(i) Broadcom has received a written opinion from an independent nationally recognized law or accounting firm that the Exchange Right should not causeBroadcom to be treated as (a) a “surrogate foreign corporation” (within the meaning of Section 7874(a)(2)(B) of the Code) or (b) a “domestic corporation”(within the meaning of Section 7874(b) of the Code) and (ii) Broadcom’s independent auditor has determined that no reserve shall be required for financialaccounting purposes relating to Section 7874 of the Code as a result of the exercise of such Exchange Right. No assurance can be provided as to whether ornot such determinations will be obtainable.The value of the Broadcom ordinary shares received in any exchange of the Partnership REUs, or the cash amount to be paid by us in lieu thereof, mayfluctuate.The value of the Broadcom ordinary shares into which the Partnership REUs may be exchanged, or the cash amount to be paid by the Partnership in lieuthereof, may be subject to significant fluctuations for many reasons.Consequently, due to these potential fluctuations in value of Broadcom ordinary shares, at the time that the Exchange Right becomes exercisable, theBroadcom ordinary shares into which Partnership REUs may be exchanged, or the cash amount to be paid by the Partnership in lieu thereof, may have a valuethat differs from the value of Broadcom ordinary shares as of the effective time of the Broadcom Merger. Also see “At times, our share price has been volatileand it may fluctuate substantially in the future, which could result in substantial losses for our investors as well as class action litigation against us and ourmanagement which could cause us to incur substantial costs and divert our management’s attention and resources” regarding fluctuations in the value ofBroadcom ordinary shares.There can be no assurance that the Partnership will continue to declare cash distributions.Pursuant to the terms of the Partnership Agreement, our General Partner and our Limited Partners are entitled to receive distributions from the Partnershipif and when Broadcom pays dividends to holders of its ordinary shares. There can be no assurance that Broadcom will declare cash dividends in the future inany particular amounts, or at all. Also see “There can be no assurance that we will continue to declare cash dividends” regarding factors that may affect thetiming and amount of dividends paid by Broadcom.30Table of ContentsIn certain circumstances, a Limited Partner may lose its limited liability status.The Exempted Limited Partnership Law, 2014 of the Cayman Islands, as amended and any successor to such statute, or the Cayman Islands LimitedPartnerships Act, provides that a limited partner with the benefits of limited liability unless, in addition to exercising rights and powers as a limited partner,such limited partner takes part in the control or conduct of the business of a limited partnership of which such limited partner is a partner (subject to certainqualifications and exceptions). Subject to the provisions of the Cayman Islands Limited Partnerships Act and of similar legislation in other jurisdictions, theliability of each limited partner for the debts, liabilities and obligations of the Partnership will be limited to the limited partner’s capital contribution, plusthe limited partner’s share of any undistributed income of the Partnership. However, pursuant to the Cayman Islands Limited Partnerships Act, where a limitedpartner has received a payment representing the return of all or part of that limited partner’s capital contribution or is released from any outstandingobligation in respect of his commitment and, at the time that payment was made or release effected, (i) the limited partnership is insolvent; and (ii) the limitedpartner had actual knowledge of the insolvency of the limited partnership, then for a period of six months, but not thereafter, such limited partner would beliable to the Partnership or, where the Partnership is dissolved, to its creditors, to repay such payment or perform the released obligation with interest to theextent that such contribution or part thereof is, necessary to discharge the liabilities of the Partnership to all creditors who extended credit or whose claimsotherwise arose before the return of the capital contribution.The limitation of liability conferred under the Cayman Limited Partnerships Act may be ineffective outside the Cayman Islands except to the extent it isgiven extra-territorial recognition or effect by the laws of other jurisdictions. There may also be requirements to be satisfied in each jurisdiction to maintainlimited liability. If limited liability is lost, limited partners may be considered to be general partners (and therefore be subject to unlimited liability) in suchjurisdiction by creditors and others having claims against the Partnership.Under certain circumstances, the voting rights of the Partnership REUs will be limited.Each holder of Partnership REUs has the benefit of a voting trust agreement dated February 1, 2016, among the Partnership, Broadcom and the votingtrustee, or the Voting Trust Agreement. Pursuant to the terms of the Voting Trust Agreement, the voting trustee holds non-economic voting preference sharesof Broadcom, or Special Voting Shares, that entitle the voting trustee to a number of votes equal to the number of votes that would attach to the Broadcomordinary shares receivable upon the exchange of the Partnership REUs as of the record date of a Broadcom shareholder meeting. Holders of Partnership REUsare entitled to direct the voting trustee under the Voting Trust Agreement to vote the number of Special Voting Shares equal to the number of PartnershipREUs held by such holder in substantially all votes that are presented to the holders of Broadcom ordinary shares. However, in the event that, underapplicable law, any matter requires the approval of the holder of record of a Special Voting Share, voting separately as a class, the Voting Trust Agreementrestricts the ability of holders of Partnership REUs to exercise such voting rights.ITEM 1B.UNRESOLVED STAFF COMMENTSNone.31Table of ContentsITEM 2.PROPERTIESWe are co-headquartered in Yishun, Singapore and San Jose, California. We conduct our administration, manufacturing, research and development,sales and marketing in both owned and leased facilities. We believe that our owned and leased facilities are adequate for our present operations. We do notidentify or allocate assets by operating segment.As of October 30, 2016, our principal facilities consisted of:(Square Feet) Singapore United States Other Countries TotalOwned facilities 37,352 1,941,165 335,000 2,313,517Leased facilities 1 289,431 1,814,165 1,467,423 3,571,019Total facilities 326,783 3,755,330 1,802,423 5,884,536_______________ 1 Building leases expire on varying dates through October 2030 and generally include renewals at our option.Item 3. Legal ProceedingsThe information set forth under “Note 14, Commitments and Contingencies” included Part II, Item 8 of this Form 10-K, is incorporated herein byreference. For an additional discussion of certain risks associated with legal proceedings, see “Risk Factors” above.Item 4. Mine Safety DisclosuresNone.32Table of ContentsPART IIITEM 5.MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER SALE ANDPURCHASES OF EQUITY SECURITIESMarket InformationBroadcom ordinary shares are listed on The Nasdaq Global Select Market under the symbol “AVGO”. The following table sets forth, for each quarterlyperiod presented, the high and low sales prices of our ordinary shares as reported by The Nasdaq Global Select Market: Market Prices High LowFiscal Year ended November 1, 2015: First Quarter (ended February 1, 2015)$108.34 $83.50Second Quarter (ended May 3, 2015)$136.28 $99.16Third Quarter (ended August 2, 2015)$150.50 $115.39Fourth Quarter (ended November 1, 2015)$134.95 $100.00Fiscal Year ended October 30, 2016: First Quarter (ended February 1, 2016)$149.72 $115.21Second Quarter (ended May 1, 2016)$159.65 $114.25Third Quarter (ended July 31, 2016)$167.60 $139.18Fourth Quarter (ended October 30, 2016)$179.42 $158.75HoldersAs of November 27, 2016, there were 243 holders of record of Broadcom ordinary shares. A substantially greater number of shareholders are “streetname” or beneficial holders, whose shares are held of record by banks, brokers and other financial institutions.As of November 27, 2016, there were 1,225 holders of record of the Partnership REUs.Dividends and DistributionsIn fiscal years 2016 and 2015, Broadcom declared and paid the following quarterly cash dividends, on a per share basis: Fiscal Year 2016 Fiscal Year 2015First Quarter$0.44 $0.35Second Quarter$0.49 $0.38Third Quarter$0.50 $0.40Fourth Quarter$0.51 $0.42For the second quarter of fiscal year 2016 and onwards, a cash distribution per Partnership REU was declared and made equal to that of the Broadcomquarterly cash dividend per ordinary share.On December 6, 2016, the Board declared an interim cash dividend of $1.02 per Broadcom ordinary share, payable on December 30, 2016 toshareholders of record at the close of business (Eastern Time) on December 16, 2016, or the Broadcom Dividend. Broadcom paid aggregate cash dividendsand distributions of $750 million and $408 million in fiscal years 2016 and 2015, respectively.As a result of the Broadcom Dividend, and pursuant to the Partnership Agreement, the Partnership will pay a cash distribution in an amount equal to theaggregate amount of the Broadcom Dividend to Broadcom, as General Partner, and a $1.02 distribution per Partnership REU, payable on December 30, 2016,to limited partners of record at the close of business (Eastern Time) on December 16, 2016. The Partnership made aggregate distributions of $34 million on itsPartnership REUs during fiscal year 2016.Our Board reviews our dividend policy regularly and recently adopted a new dividend policy, targeting the projected quarterly per share dividendamount for the full fiscal year instead of on a quarter-by-quarter basis. However, the declaration and payment of any future cash dividends (and therefore anyfuture cash distributions) are at the discretion and approval of our33Table of ContentsBoard and subject to our Board’s continuing determination that they are in our best interests. Future dividend payments will also depend upon such factors asour earnings level, capital requirements, contractual restrictions, cash position, overall financial condition and any other factors deemed relevant by ourBoard.The payment of cash dividends on Broadcom ordinary shares is restricted under applicable law and our corporate structure. Pursuant to Singapore lawand Broadcom’s Constitution, no cash dividends may be paid except out of our profits, or expected profits. Also, because we are a holding company, ourability to pay cash dividends on Broadcom ordinary shares and cash distributions on our Partnership REUs may be limited by restrictions on our ability toobtain sufficient funds through dividends from subsidiaries, including restrictions under the terms of agreements governing our indebtedness.Recent Sales of Unregistered SecuritiesNone.Issuer Purchases of Equity SecuritiesNone.Share Performance GraphThe following graph shows a comparison of cumulative total return for our ordinary shares, the Standard & Poor’s 500 Stock Index, or S&P 500 Index,and the Philadelphia Semiconductor Index, or PHLX Semiconductor Index. The graph covers the period from October 30, 2011 (the last day of trading of ourfiscal year 2011) to October 30, 2016 (the last trading day of our fiscal year 2016). The total return graph and table assume that $100 was invested onOctober 30, 2011 in Avago Technologies Limited ordinary shares for each of the S&P 500 Index and the PHLX Semiconductor Index and assumes alldividends are reinvested. Indexes are calculated on a month-end basis.The comparisons in the graph below are based on historical data and are not indicative of, or intended to forecast, the possible future performance ofour ordinary shares.34Table of ContentsComparison of Five Year Cumulative Total ReturnAmong Broadcom Limited, the S&P 500 Index and the PHLX Semiconductor Index October 30, 2011 October 28, 2012 November 3, 2013 November 2, 2014 November 1, 2015 October 30, 2016Broadcom Limited $100.00 $102.41 $138.34 $271.28 $392.14 $546.10S&P 500 Index $100.00 $112.32 $143.31 $167.57 $176.28 $184.25PHLX Semiconductor Index $100.00 $94.10 $131.84 $170.06 $180.10 $226.95The graph and the table above shall not be deemed “filed” with the SEC for the purposes of Section 18 of the Exchange Act or otherwise subject tothe liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by us with the SEC, regardless of any generalincorporation language in such filing.Securities Authorized for Issuance Under Equity Compensation PlansThe information required by this item regarding securities authorized for issuance under equity compensation plans is incorporated herein by referenceto the definitive Proxy Statement for our 2017 AGM to be filed with the SEC within 120 days after the end of fiscal year 2016.35Table of ContentsITEM 6.SELECTED FINANCIAL DATAThe following table sets forth the selected consolidated financial data for Broadcom and the Partnership. We report financial results on a 52-or 53-weekfiscal year. Our fiscal year ends on the Sunday closest to October 31. Our fiscal year 2013 was a 53-week fiscal year. You should read the following selectedconsolidated financial data together with the information included under the headings “Risk Factors” and “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations” and our historical financial statements and related notes included elsewhere in this Annual Report onForm 10-K.Summary of Five Year Selected Financial Data Fiscal Year Ended October 30, 2016 November 1, 2015 November 2, 2014 November 3, 2013 October 28, 2012 (In millions, except per share amounts)Statement of Operations Data: (1) Net revenue $13,240 $6,824 $4,269 $2,520 $2,364Cost of products sold: Cost of products sold (2) 5,295 2,750 1,911 1,251 1,164Purchase accounting effect on inventory 1,185 30 210 9 —Amortization of acquisition-related intangible assets 763 484 249 61 56Restructuring charges (3) 57 7 22 1 2Total cost of products sold 7,300 3,271 2,392 1,322 1,222Gross margin 5,940 3,553 1,877 1,198 1,142Research and development 2,674 1,049 695 398 335Selling, general and administrative (2) 806 486 407 222 199Amortization of acquisition-related intangible assets 1,873 249 197 24 21Restructuring, impairment and disposal charges (3) 996 137 140 2 5Total operating expenses 6,349 1,921 1,439 646 560Operating income (loss) (4) (409) 1,632 438 552 582Interest expense (5) (585) (191) (110) (2) (1)Loss on extinguishment of debt (6) (123) (10) — — —Other income, net 10 36 14 18 4Income (loss) from continuing operations before incometaxes (1,107) 1,467 342 568 585Provision for income taxes (7) 642 76 33 16 22Income (loss) from continuing operations (1,749) 1,391 309 552 563Loss from discontinued operations, net of income taxes (8) (112) (27) (46) — —Net income (loss) (1,861) 1,364 263 552 563Net 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 $2.25Loss 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 $0.5636Table of Contents 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 $1,084Total assets $49,966 $10,515 $10,376 $3,415 $2,862Debt and capital lease $13,642 $3,872 $5,395 $2 $3Total shareholders' equity $21,876 $4,714 $3,243 $2,886 $2,419Shareholders’ equity, partners’ capital and the Limited Partners’ noncontrolling interest in Broadcom are the primary areas of difference between theconsolidated financial statements of Broadcom and those of the Partnership. The following table sets forth certain Partnership data, as well as these primarydifferences. 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 exchangeablepartnership 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 totalconsideration of approximately $587 million. On August 12, 2014, we acquired PLX for total consideration of approximately $308 million. On May6, 2014, we acquired LSI for total consideration of approximately $6.5 billion. On June 28, 2013, we acquired CyOptics for total consideration ofapproximately $380 million. The results of operations of the acquired companies and estimated fair value of assets acquired and liabilities assumedwere included in our financial statements from the respective acquisition dates, resulting in a significant change in our statement of operations andbalance 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 $138million, $71 million and $67 million were presented as part of operating expenses in fiscal years 2016, 2015 and 2014, respectively, and theremainder 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 restructuringactivities in connection with the acquisition and integration of BRCM, Emulex, LSI and PLX.During fiscal 2016, we recorded impairment charges of $417 million for in-process research and development and $173 million for property, plantand equipment related primarily to BRCM. During fiscal year 2015, we recognized a $61 million loss to write down certain fiber optics subsystemsassets that we agreed to sell to fair value less costs to sell.(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 awardsassumed as part of the BRCM, Emulex and LSI acquisitions. Share-based compensation expense for fiscal years 2014 and 2013 include the impactof a special, long-term compensation and retention equity award made to our President and Chief Executive Officer.37Table of Contents(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 year2016 for a gain of $36 million. During fiscal year 2015, we classified the Emulex network visibility product business as discontinued operations andsold this business for a loss of $28 million. Beginning in fiscal year 2014, we classified the LSI Flash business and the LSI Axxia networkingbusiness as discontinued operations. We sold the LSI Flash business in fiscal year 2014 for a gain of $18 million and the LSI Axxia networkingbusiness 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 noncontrollinginterest for the portion of the Partnership it does not own in our consolidated financial statements. Net loss attributable to noncontrolling interest onthe consolidated statements of operations represents the portion of loss attributable to the economic interest in the Partnership owned by the LimitedPartners.(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 ofthe timing of capital contributions from Broadcom to the Partnership.38Table of ContentsItem 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThis Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with “SelectedFinancial Data” and our consolidated financial statements and notes thereto which appear elsewhere in this Annual Report on Form 10-K. This discussionmay contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially fromthose anticipated in these forward-looking statements as a result of various factors, including those set forth under the caption “Risk Factors” or in otherparts of this Annual Report on Form 10-K.OverviewBroadcom is the successor to Avago Technologies Limited, or Avago. We are a leading designer, developer and global supplier of a broad range ofsemiconductor devices with a focus on complex digital and mixed signal complementary metal oxide semiconductor, or CMOS, based devices and analogIII-V based products. We have a history of innovation and offer thousands of products that are used in end products such as enterprise and data centernetworking, home connectivity, set-top boxes, broadband access, telecommunication equipment, smartphones, data center servers and storage systems,factory automation, power generation and alternative energy systems, and electronic displays. We have four reportable segments: wired infrastructure,wireless communications, enterprise storage, and industrial & other, which align with our principal target markets.Broadcom Cayman L.P., or the Partnership, is an exempted limited partnership formed under the laws of the Cayman Islands in order to effect thebusiness combination between Avago and Broadcom Corporation, or BRCM. Pursuant to the amended and restated exempted limited partnership agreement,or the Partnership Agreement, it authorized its common partnership units and restricted exchangeable limited partnership units, or Partnership REUs. ThePartnership REUs are deemed to be registered under Section 12(b) of the Securities Exchange Act of 1934, or the Exchange Act, and the Partnership is subjectto the informational requirements of the Exchange Act and the rules and regulations promulgated thereunder. Broadcom, its General Partner, has theexclusive right, power and authority to manage, control, administer and operate the business and affairs and to make decisions regarding the undertaking andbusiness of the Partnership in accordance with the Partnership Agreement, and applicable laws. There is no board of directors of the Partnership.Original equipment manufacturers, or OEMs, or their contract manufacturers, and distributors typically account for the substantial majority of our sales.We have established strong relationships with leading OEM customers across multiple target markets and we have a direct sales force focused on supportinglarge OEMs. We also distribute a substantial portion of our products through our broad distribution network, and a significant amount of these sales are tolarge global electronic components distributors, including Avnet, Inc.The demand for our products has been affected in the past, and is likely to continue to be affected in the future, by various factors, including thefollowing:•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 andtimely 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 ourcustomers' 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.Current uncertainty in global economic conditions, including the economic recovery in the United States and the level of growth in China, still posessignificant risks to our business. For example, customers may defer purchases in response to tighter credit and negative financial news, which would in turnnegatively affect product demand and our results of operations.Fiscal Year HighlightsOn February 1, 2016, or the Acquisition Date, we acquired BRCM for approximately $35.7 billion in ordinary shares, Partnership REUs, and cash,which is discussed in greater detail below under “Acquisitions and Divestitures”. Since the Acquisition Date, we divested substantially all of the non-coreBRCM businesses held-for-sale generating aggregate cash proceeds of $830 million in fiscal year 2016. Non-core BRCM businesses are presented asdiscontinued operations, and have been excluded from continuing operations and from segment results for all periods presented, in accordance withapplicable accounting guidance.39Table of ContentsIn addition to the acquisition of BRCM, highlights during fiscal year 2016 include the following:•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 onits 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 cashgenerated from operations and the sale of non-core BRCM businesses noted above since the Acquisition Date.Net RevenueSubstantially all of our net revenue is derived from sales of semiconductor devices that are incorporated into electronic products. Our four reportablesegments are wired infrastructure, wireless communications, enterprise storage and industrial & other, which align with our target markets. Applications forour products in these segments include enterprise and data center networking, home connectivity, set-top boxes, broadband access, telecommunicationequipment, smartphones, data center servers and storage systems, factory automation, power generation and alternative energy systems, and electronicdisplays.Our overall net revenue, as well as the percentage of total net revenue generated by sales in each of our segments, has varied from quarter to quarter, duelargely to fluctuations in end-market demand, including the effects of seasonality, which is discussed in detail below under “Seasonality”.We use distributors for a significant portion of our business and recognize revenue upon delivery of product to the distributors, which can cause ourquarterly net revenue to fluctuate significantly. Such revenue is reduced for estimated returns and distributor allowances. Sales to distributors accounted for30% and 21% of our net revenue for fiscal years 2016 and 2015, respectively. Historically, a relatively small number of customers has accounted for asignificant portion of our net revenue. During fiscal year 2016, Foxconn Technology Group companies (including Hon Hai Precision Industries), or togetherreferred to as Foxconn, accounted for 14% of our net revenue, and our top ten direct customers, which also included four distributors, collectively accountedfor 50% of our net revenue. During fiscal year 2015, Foxconn accounted for 24% of our net revenue and our top ten direct customers, which also includedthree distributors, collectively accounted for 58% of our net revenue. We believe our aggregate sales to Apple, Inc., when our direct sales to it are combinedwith our sales to the contract manufacturers that it utilizes (which includes Foxconn), accounted for more than 10% of our net revenues for fiscal year 2016and more than 20% for fiscal year 2015. We expect to continue to experience significant customer concentration in future periods. The loss of, or significantdecrease in demand from, any of our top ten direct or indirect customers could have a material adverse effect on our business, results of operations andfinancial condition.From time to time, some of our key customers place large orders or delay orders, causing our quarterly net revenue to fluctuate significantly. This isparticularly true in our wireless communications segment as fluctuations may be magnified by the launches of, and seasonal variations in, sales of mobilehandsets, as well as changes in the overall economic environment.In recent years, approximately 50% of our net revenue has come from sales to distributors, OEMs or contract manufacturers located in China. However,the end-customers for our products, or for the end products into which our products are incorporated, are frequently located in countries other than China. Asa result, we believe that a substantially smaller percentage of our net revenue is ultimately dependent on sales of either our product, or our customers’ productincorporating our product, to end-customers located in China.Costs and ExpensesTotal cost of products sold. Cost of products sold consists primarily of the cost of semiconductor wafers and other materials, and the cost of assemblyand testing of those products. Cost of products sold also includes personnel costs and overhead related to our manufacturing operations, including share-based compensation, and related occupancy, computer services and equipment costs, manufacturing quality, order fulfillment, warranty and inventoryadjustments, including write-downs for inventory obsolescence, energy costs, other manufacturing expenses and acquisition-related costs. Acquisition-related costs include direct transaction costs and integration-related costs. Total cost of products sold also includes the purchase accounting effect oninventory, amortization of acquisition-related intangible assets and restructuring charges.Although we outsource a significant portion of our manufacturing activities, we also have some proprietary semiconductor fabrication facilities. If weare unable to utilize our owned fabrication facilities at a desired level, the fixed costs associated with these facilities will not be fully absorbed, resulting inhigher average unit costs and lower gross margins.Research and development. Research and development expense consists primarily of personnel costs for our engineers engaged in the design anddevelopment of our products and technologies, including share-based compensation expense. These expenses also include project material costs, third-partyfees paid to consultants, prototype development expense, allocated40Table of Contentsfacilities costs and other corporate expenses and computer services costs related to supporting computer tools used in the engineering and design process.Selling, general and administrative. Selling expense consists primarily of compensation and associated costs for sales and marketing personnel,including share-based compensation expense, sales commissions paid to our independent sales representatives, costs of advertising, trade shows, corporatemarketing, promotion, travel related to our sales and marketing operations, related occupancy and equipment costs and other marketing costs. General andadministrative expense consists primarily of compensation and associated costs for executive management, finance, human resources and otheradministrative personnel, outside professional fees, allocated facilities costs, acquisition-related costs and other corporate expenses.Amortization of acquisition-related intangible assets. In connection with our acquisitions, we recognized intangible assets that are being amortizedover their estimated useful lives of 1 year to 25 years. We also recognized goodwill and in-process research and development, which are not amortized, inconnection with acquisitions.Restructuring, impairment and disposal charges. Restructuring, impairment and disposal charges consist primarily of compensation costs associatedwith employee exit programs, alignment of our global manufacturing operations, rationalizing product development program costs, in-process research anddevelopment impairment, fixed asset impairment, facility and lease abandonments and other exit costs, including curtailment of service or supplyagreements.Interest expense. Interest expense includes coupon interest, commitment fees, accretion of the original issue discount and amortization of debt issuancecosts related to our outstanding debt, expenses related to debt modification and ticking fees.Loss on extinguishment of debt. In connection with the repurchase or redemption of our outstanding indebtedness, we incur a loss on theextinguishment of debt.Other income, net. Other income, net includes net realized gains on the sale of available-for-sale securities, realized and unrealized gains (losses) ontrading securities, gains on the sale of cost-method investments, interest income, gains (losses) on currency remeasurement and other miscellaneous items.Provision for income taxes. We have structured our operations to maximize the benefit from various tax incentives and tax holidays extended to us invarious jurisdictions to encourage investment or employment. For example, we have obtained several tax incentives from the Singapore EconomicDevelopment Board, an agency of the Government of Singapore, which provide that qualifying income we earn in Singapore is subject to tax holiday orreduced rates of Singapore income tax. Each such tax incentive is separate and distinct from the others, and may be granted, withheld, extended, modified,truncated, complied with or terminated independently without any effect on the other incentives. In order to retain these tax benefits in Singapore, we mustmeet certain operating conditions specific to each incentive relating to, among other things, maintenance of a corporate headquarters function and specifiedintellectual property, or IP, activities in Singapore. The Singapore tax incentives are presently scheduled to expire at various dates generally between 2020and 2025, subject in certain cases to potential extensions, which we may or may not be able to obtain. Absent such tax incentives, the corporate income taxrate in Singapore that would otherwise apply to us would be 17%. We also have tax holidays on our qualifying income in Malaysia, which are scheduled toexpire between 2018 and 2028. The tax incentives that we have negotiated are also subject to our compliance with various operating and other conditions. Ifwe cannot, or elect not to, comply with the operating conditions included in any particular tax incentive, we will lose the related tax benefits and we could berequired to refund previously realized material tax benefits. Depending on the incentive at issue, we could also be required to modify our operationalstructure and tax strategy, which may not be as beneficial to us as the benefits provided under the present tax concession arrangements. For fiscal years 2016,2015 and 2014, the effect of all these tax incentives was to reduce the overall provision for income taxes by approximately $169 million, $207 million and$99 million, respectively.Our interpretations and conclusions regarding the tax incentives are not binding on any taxing authority, and if our assumptions about tax and otherlaws are incorrect or if these tax incentives are substantially modified or rescinded we could suffer material adverse tax and other financial consequences,which would increase our expenses, reduce our profitability and adversely affect our cash flows. In addition, taxable income in any jurisdiction is dependentupon acceptance of our operational practices and intercompany transfer pricing by local tax authorities as being on an arm’s length basis. Due toinconsistencies in application of the arm’s length standard among taxing authorities, as well as lack of adequate treaty-based protection, transfer pricingchallenges by tax authorities could, if successful, substantially increase our income tax expense.Going forward, our overall effective tax rate and cash taxes payable will vary based on a variety of factors, including overall profitability, thegeographical mix of income before income taxes and the related tax rates in the jurisdictions where we operate, as well as discrete events, such as settlementsof future audits and acquisitions we may make from time to time and timing of distributions of earnings. In particular, we may owe significant taxes injurisdictions outside Singapore during periods when we are profitable in those jurisdictions even though we may be experiencing low operating profit oroperating losses on a consolidated basis, potentially resulting in significant tax liabilities on a consolidated basis during those periods. Our historicalprovision for income taxes is not necessarily reflective of our future results of operations.41Table of ContentsAcquisitions and DivestituresAcquisitionsBroadcom CorporationOn February 1, 2016, pursuant to the Agreement and Plan of Merger, or the Broadcom Agreement, by and among Broadcom, Avago, BRCM, thePartnership, and certain other subsidiaries of Broadcom, (i) Broadcom acquired Avago pursuant to a Scheme of Arrangement, or the Avago Scheme, in whichall of the ordinary shares in the capital of Avago issued and outstanding immediately prior to the effective time of the Avago Scheme were exchanged on aone-for-one basis, for newly issued ordinary shares of Broadcom, and (ii) thereafter, two subsidiaries of Broadcom merged with and into BRCM with BRCMas the surviving corporation of each such merger, or the Broadcom Merger, in which BRCM shareholders received, in aggregate, approximately $16.8 billionin cash, 112 million of Broadcom ordinary shares and 23 million Partnership REUs in exchange for all shares of BRCM common stock, par value $0.0001 pershare, issued and outstanding immediately prior to the effective time of the Broadcom Merger. In addition, we also paid $137 million in cash for vestedBRCM equity awards. Broadcom also assumed unvested restricted stock unit awards, or RSUs, originally granted by BRCM and converted them into 6million Broadcom RSUs. Following the consummation of the Avago Scheme and the Broadcom Merger, or the Broadcom Transaction, each of Avago andBRCM became indirect subsidiaries of Broadcom and the Partnership.The aggregate consideration for the Broadcom Merger was approximately $35.7 billion. We funded the cash portion of the Broadcom Merger with netproceeds from the issuance of $15.6 billion in term loans under a new collateralized credit facility, as amended from time to time, or the 2016 CreditAgreement, that we entered into at the time of closing of the Broadcom Merger, which is discussed in detail in “Note 8. Borrowings” included in Part II, Item8 of this Form 10-K, as well as cash on hand of the combined companies. The financial results provided in this Form 10-K include the results of operations ofBRCM commencing as of the Acquisition Date.Other AcquisitionsDuring fiscal years 2015 and 2014 we made several other acquisitions to enhance our competitive position. In fiscal year 2015, we acquired EmulexCorporation, or Emulex, a leader in network connectivity, monitoring and management, for a purchase price of $587 million. In fiscal year 2014, we acquiredLSI Corporation, or LSI, a provider of high-performance storage and networking semiconductors used in hard disk drives, solid state drives, communicationsystems, computer servers, storage systems and personal computers, for a purchase price of $6.5 billion. In fiscal year 2014, we also acquired PLXTechnology, Inc., or PLX, a provider of PCI Express, or PCIe, semiconductor and software connectivity solutions, for $308 million.The discussion and analysis in this section and the accompanying consolidated financial statements include the results of operations of acquiredcompanies commencing on their respective acquisition dates.See Note 3. “Acquisitions” included in Part II, Item 8 of this Form 10-K for additional information.Pending Acquisition of Brocade Communications Systems, Inc.On November 2, 2016, we entered into an Agreement and Plan of Merger, or the Brocade Agreement, by and among Broadcom, BRCM, BrocadeCommunications Systems, Inc., a Delaware corporation, or Brocade, and Bobcat Merger Sub, Inc., a Delaware corporation and a direct wholly ownedsubsidiary of BRCM, or Merger Sub. The Brocade Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub willmerge with and into Brocade with Brocade as the surviving corporation, or the Brocade Merger. As a result of the Brocade Merger, Brocade will become anindirect subsidiary of Broadcom and the Partnership.Under the Brocade Agreement, at the effective time of the Brocade Merger, each issued and outstanding share of Brocade common stock held byBrocade stockholders who do not perfect their appraisal rights with respect to the Brocade Merger will be converted into the right to receive $12.75 in cash,without interest. The Brocade Merger is currently valued at $5.5 billion plus $0.4 billion of net debt. We intend to finance the transaction with cash on handfrom both companies and new debt financing.We will also assume certain vested (to the extent not in-the-money) and all unvested Brocade stock options, restricted stock units and performancestock units held by continuing employees and service providers. All vested in-the-money Brocade stock options, after giving effect to any acceleration, andall other restricted stock units and performance stock units will be cashed out at the effective time of the Brocade Merger.Brocade has made customary representations, warranties and covenants in the Brocade Agreement, including, without limitation, covenants not tosolicit alternative transactions or, subject to certain exceptions, not to enter into discussions concerning, or provide confidential information in connectionwith, an alternative transaction. Each of Broadcom, BRCM and42Table of ContentsMerger Sub, or collectively, the Broadcom Parties, also has made customary representations, warranties and covenants in the Brocade Agreement.Consummation of the Brocade Merger is subject to the satisfaction or waiver of customary closing conditions, including adoption of the BrocadeAgreement by Brocade stockholders, the expiration or termination of the waiting period under the United States Hart-Scott-Rodino Antitrust ImprovementsAct of 1976, as amended, the receipt of regulatory clearance under certain other laws and the absence of certain pending governmental litigation with respectto the transactions contemplated by the Brocade Agreement.Under the Brocade Agreement, Brocade has agreed to cooperate with us to facilitate the sale, disposition or other transfer of its IP Networking business,including its recently acquired Ruckus Wireless business. The consummation of the Brocade Merger is not conditioned on the divestiture of Brocade’s IPNetworking business.The Brocade Agreement contains certain termination rights for BRCM and Brocade, and further provides that, upon termination of the BrocadeAgreement under certain specified circumstances, Brocade will be obligated to pay us a termination fee of $195 million.We currently expect the Brocade Merger to close in the second half of our fiscal year 2017.DivestituresSale of BRCM BusinessesDuring fiscal year 2016, we completed the sales of certain non-core BRCM businesses for aggregate cash proceeds of $830 million and recognized anaggregate gain of $36 million.Sale of LSI BusinessesOn September 2, 2014, we sold the LSI Flash business and related assets to Seagate Technology LLC for $450 million, resulting in a gain on sale of $18million.On November 18, 2014, we sold the LSI Axxia networking business and related assets to Intel Corporation for $650 million, resulting in a gain on saleof $14 million.Critical Accounting EstimatesThe preparation of financial statements in accordance with generally accepted accounting principles in the United States, or GAAP, requires us to makeestimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of thefinancial statements and the reported amounts of revenue and expenses during the reporting period. We base our estimates and assumptions on current facts,historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for makingjudgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actualresults experienced by us may differ materially and adversely from our estimates. Our critical accounting policies are those that affect our historical financialstatements materially and involve difficult, subjective or complex judgments by management. Those policies include revenue recognition, businesscombinations, valuation of long-lived assets, intangible assets and goodwill, inventory valuation, income taxes, retirement and post-retirement benefit planassumptions, share-based compensation and employee bonus programs.Revenue recognition. We recognize revenue from sales of our products to distributors upon delivery of product to the distributors. An allowance fordistributor credits covering price adjustments is made based on our estimate of historical experience rates as well as considering economic conditions andcontractual terms. To date, actual distributor claims activity has been materially consistent with the provisions we have made based on our historicalestimates. However, because of the inherent nature of estimates, there is always a risk that there could be significant differences between actual amounts andour estimates. Different judgments or estimates could result in variances that might be significant to reported operating results. We also record reductions ofrevenue for rebates, in the same period that the related revenue is recorded. We accrue 100% of potential rebates at the time of sale and do not apply abreakage factor. We reverse the accrual of unclaimed rebate amounts as specific rebate programs contractually end and when we believe unclaimed rebatesare no longer subject to payment and will not be paid. Thus the reversal of unclaimed rebates may have a positive impact on our net revenue and net incomein subsequent periods.Business combinations. Accounting for business combinations requires our management to make significant estimates and assumptions, especially atthe acquisition date, including our estimates for intangible assets, contractual obligations assumed, restructuring liabilities, pre-acquisition contingenciesand contingent consideration, where applicable. Although we believe the assumptions and estimates we have made in the past have been reasonable andappropriate, they are based, in part, on historical experience and information obtained from the management of the acquired companies and are inherentlyuncertain. Critical43Table of Contentsestimates in valuing certain of the intangible assets we have acquired include, but are not limited to: future expected cash flows from product sales, customercontracts and acquired technologies, expected costs to develop in-process research and development into commercially viable products, estimated cash flowsfrom the projects when completed, and discount rates. Unanticipated events and circumstances may occur that may affect the accuracy or validity of suchassumptions, estimates or actual results.Valuation of goodwill and long-lived assets. We perform an annual impairment review of our goodwill during the fourth fiscal quarter of each year, andmore frequently if we believe indicators of impairment exist. The process of evaluating the potential impairment of goodwill is highly subjective and requiressignificant judgment. To review for impairment we first assess qualitative factors to determine whether events or circumstances lead to a determination that itis more likely than not that the fair value of any of our reporting units is less than its carrying amount. Our qualitative assessment of the recoverability ofgoodwill, whether performed annually or based on specific events or circumstances, considers various macroeconomic, industry-specific and company-specific factors. Those factors include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions, including exiting an activityin conjunction with restructuring of operations; (iii) current, historical or projected deterioration of our financial performance; or (iv) a sustained decrease inour market capitalization below our net book value. After assessing the totality of events and circumstances, if we determine that it is not more likely than notthat the fair value of any of our reporting units is less than its carrying amount, no further assessment is performed. If we determine that it is more likely thannot that the fair value of any of our reporting units is less than its carrying amount, we calculate the fair value of that reporting unit and compare the fair valueto the reporting unit’s net book value.Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. Our goodwill impairment test uses both theincome approach and the market approach to estimate a reporting unit's fair value. The income approach is based on the discounted cash flow method thatuses the reporting unit estimates for forecasted future financial performance including revenues, operating expenses, and taxes, as well as working capital andcapital asset requirements. These estimates are developed as part of our long-term planning process based on assumed market segment growth rates and ourassumed market segment share, estimated costs based on historical data and various internal estimates. Projected cash flows are then discounted to a presentvalue employing a discount rate that properly accounts for the estimated market weighted-average cost of capital, as well as any risk unique to the subjectcash flows. The market approach is based on weighting financial multiples of comparable companies and applies a control premium. A reporting unit'scarrying value represents the assignment of various assets and liabilities, excluding certain corporate assets and liabilities, such as cash and debt.We assess the impairment of long-lived assets including purchased in-process research and development, assets, property, plant and equipment, andintangible assets, whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Factors we considerimportant which could trigger an impairment review include (i) significant under-performance relative to historical or projected future operating results, (ii)significant changes in the manner of our use of the acquired assets or the strategy for our overall business, or (iii) significant negative industry or economictrends. The process of evaluating the potential impairment of long-lived assets under the accounting guidance on property, plant and equipment and otherintangible assets is also highly subjective and requires significant judgment. In order to estimate the fair value of long-lived assets, we typically make variousassumptions about the future prospects about our business or the part of our business that the long-lived asset relates to, consider market factors specific tothe business and estimate future cash flows to be generated by the business, which requires significant judgment as it is based on assumptions about marketdemand for our products over a number of future years. Based on these assumptions and estimates, we determine whether we need to take an impairmentcharge to reduce the value of the long-lived asset stated on our consolidated balance sheet to reflect its estimated fair value. Assumptions and estimates aboutfuture values and remaining useful lives are complex and often subjective. They can be affected by a variety of factors, including external factors, such as thereal estate market, industry and economic trends, and internal factors, such as changes in our business strategy and our internal forecasts. Although we believethe assumptions and estimates we have made in the past have been reasonable and appropriate, changes in assumptions and estimates could materially impactour reported financial results.Inventory valuation. We regularly review inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on ourforecast of product demand and production requirements. Demand for our products can fluctuate significantly from period to period. A significant decrease indemand could result in an increase in the amount of excess inventory quantities on hand. In addition, our industry is characterized by rapid technologicalchange, frequent new product development and rapid product obsolescence that could result in an increase in the amount of obsolete inventory quantities onhand. Additionally, our estimates of future product demand may prove to be inaccurate, which may cause us to understate or overstate both the provisionrequired for excess and obsolete inventory and cost of products sold. Therefore, although we make every effort to ensure the accuracy of our forecasts offuture product demand, any significant unanticipated changes in demand or technological developments could have a significant impact on the value of ourinventory and our results of operations.44Table of ContentsIncome taxes. Significant management judgment is required in developing our provision for income taxes, including the determination of deferred taxassets and liabilities and any valuation allowances that might be required against the deferred tax assets. We have considered projected future taxable incomeand ongoing prudent and feasible tax planning strategies in assessing the need for valuation allowances. If we determine, in the future, that a valuationallowance is required, such adjustment to the deferred tax assets would increase our tax expense in the period in which such determination is made.Conversely, if we determine, in the future, a valuation allowance exceeds our requirement, such adjustment to the deferred tax assets would decrease taxexpense in the period in which such determination is made. In evaluating the exposure associated with various tax filing positions, we accrue an income taxliability when such positions do not meet the more-likely-than-not threshold for recognition.The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax law and regulations in a multitude ofjurisdictions. We recognize potential liabilities for anticipated tax audit issues in Singapore and other tax jurisdictions based on our estimate of whether, andthe extent to which, additional taxes and interest will be due. If our estimate of income tax liabilities proves to be less than the actual amount ultimatelyassessed, a further charge to tax expense would be required. If the payment of these amounts ultimately proves to be unnecessary, the reversal of the accruedliabilities would result in tax benefits being recognized in the period when we determine the liabilities no longer exist.Retirement and post-retirement benefit plan assumptions. Retirement and post-retirement benefit plan costs are a significant cost of doing business.They represent obligations that will ultimately be settled sometime in the future and therefore are subject to estimation. Pension accounting is intended toreflect the recognition of future retirement and post-retirement benefit plan costs over the employees' average expected future service to us, based on theterms of the plans and investment and funding decisions. To estimate the impact of these future payments and our decisions concerning funding of theseobligations, we are required to make assumptions using actuarial concepts within the framework of GAAP. One critical assumption is the discount rate used tocalculate the estimated costs. Other important assumptions include the expected long-term return on plan assets, the health care cost trend rate, expectedfuture salary increases, expected future increases to benefit payments, expected retirement dates, employee turnover, retiree mortality rates, and portfoliocomposition. We evaluate these assumptions at least annually.The discount rate is used to determine the present value of future benefit payments at the relevant measurement dates — October 30, 2016 andNovember 1, 2015, for both U.S. and non-U.S. plans, in fiscal years 2016 and 2015, respectively. For fiscal years 2016 and 2015, the U.S. discount rates werebased on the results of matching expected plan benefit payments with cash flows from a hypothetical yield curve constructed with high-quality corporatebond yields. The discount rate for non-U.S. plans was based either on published rates for government bonds or use of a hypothetical yield curve constructedwith high- quality corporate bond yields, depending on the availability of sufficient quantities of quality corporate bonds. Lower discount rates increasepresent values of the pension liabilities and subsequent year pension expense; higher discount rates decrease present values of the pension liabilities andsubsequent year pension expense.We base our salary increase assumptions on historical experience and future expectations. In developing the expected rate of return, we consider long-term compound annualized returns based on historical market data, historical and expected returns on the various categories of plan assets, and the targetinvestment portfolio allocation among debt, equity securities and other investments.Actuarial assumptions are based on our best estimates and judgment. Material changes may occur in retirement benefit costs in the future if theseassumptions differ from actual events or experience. We performed a sensitivity analysis on the discount rate, which is the key assumption in calculating U.S.pension and post-retirement benefit obligations as of October 30, 2016. Each change of 25 basis points in the discount rate assumption would have had anestimated $43 million impact on the benefit obligations as of October 30, 2016. Each change of 25 basis points in the discount rate assumption and expectedrate of return assumption would have an estimated change of $2 million and $3 million, respectively, on annual net retirement benefit costs for fiscal year2017.Share-based compensation expense. Share-based compensation expense consists of expense for share options and restricted share units, or RSUs,granted to employees and non-employees or assumed from acquisitions as well as expense associated with Broadcom employee share purchase plan. Werecognize compensation expense for share options based on the estimated grant-date fair value method required under the authoritative guidance using theBlack-Scholes valuation model.In fiscal year 2014, we granted share price performance options, which are accounted for as market-based share options. In fiscal year 2015, we begangranting share price performance RSUs instead, which are accounted for as market-based RSUs. The fair value of these market-based awards is estimated onthe date of grant using a Monte Carlo simulation model. Assumptions utilized in the Monte Carlo simulation model follow the same methodology as ourtime-based option awards.Employee Bonus Programs. Our employee bonus programs, which are overseen by our Compensation Committee or our Board, in the case of our ChiefExecutive Officer, provide for variable compensation based on the attainment of overall45Table of Contentscorporate annual targets and functional performance metrics. In the first fiscal quarter of the year, if management determines that it is probable that the targetsand metrics will be achieved and the amounts can be reasonably estimated, a variable, proportional compensation accrual is recognized based on an assumed100% achievement of the targets and metrics. The bonus payout levels can be greater if attainment of metrics and targets is greater than 100% and a portionof the payouts may not occur if a minimum floor of performance is not achieved. In subsequent quarters, we monitor and accrue for variable compensationexpense based on our actual progress toward the achievement of the annual targets and metrics. The actual achievement of target metrics at the end of thefiscal year, which is subject to approval by our Compensation Committee, may result in the actual variable compensation amounts being significantly higheror lower than the relevant estimated amounts accrued in earlier quarters, which would result in a corresponding adjustment in the fourth fiscal quarter.See Note 2. “Summary of Significant Accounting Policies” included in Part II, Item 8 of this Form 10-K for additional information.Fiscal Year PresentationWe operate on a 52- or 53-week fiscal year which ends on the Sunday closest to October 31. Each of fiscal years 2016, 2015 and 2014 consisted of 52weeks.The financial statements included in this Annual Report on Form 10-K are presented in accordance with GAAP and expressed in U.S. dollars.46Table of ContentsResults of OperationsFiscal Year 2016 Compared to Fiscal Year 2015The following table sets forth our results of operations for the periods presented: 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 41Purchase accounting effect on inventory 1,185 30 9 —Amortization of acquisition-related intangible assets 763 484 6 7Restructuring charges 57 7 — —Total cost of products sold 7,300 3,271 55 48Gross margin 5,940 3,553 45 52Research and development 2,674 1,049 20 15Selling, general and administrative 806 486 6 7Amortization of acquisition-related intangible assets 1,873 249 14 4Restructuring, impairment and disposal charges 996 137 8 2Total operating expenses 6,349 1,921 48 28Operating income (loss) $(409) $1,632 (3)% 24%Net RevenueThe following tables set forth net revenue by segment for the periods presented: 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, 2015Wired infrastructure 50% 22%Wireless communications 28 37Enterprise storage 17 32Industrial & other 5 9Total net revenue 100% 100%Our overall net revenue increased primarily due to the contributions from acquired BRCM products since the closing of the Broadcom Merger on theAcquisition Date. As a result of the Broadcom Merger, our wired infrastructure segment now constitutes our largest segment.Net revenue from our wired infrastructure segment increased primarily due to the contributions since the Acquisition Date from acquired BRCMproducts included in this segment. Net revenue from our wireless communications segment increased primarily due to revenue contributions ofapproximately $1.8 billion from sales of acquired BRCM wireless connectivity and47Table of Contentsrelated products since the Acquisition Date, partially offset by a decrease in sales of approximately $525 million in sales of our radio frequency, or RF,components due to reduced demand from a key North American smartphone customer. Net revenue from our enterprise storage segment increased primarilydue to the additional revenue resulting from a full year of contributions from the Emulex business that we acquired in May 2015, as well as strength indemand for our HDD products, partially offset by a decrease in demand for our server and storage connectivity products. Net revenue from our industrial &other segment remained essentially flat compared to fiscal year 2015. Our net revenue in fiscal year 2016 also included $450 million from developmentarrangements and sales and licensing of IP, compared to $313 million in fiscal year 2015, which primarily benefited our wired infrastructure and industrial &other segments.Gross MarginGross margin was $5.9 billion for fiscal year 2016 compared to $3.6 billion for fiscal year 2015. The increase in gross margin was primarily due tocontributions to our wired infrastructure and wireless communications segments from the BRCM businesses acquired in February 2016. As a percentage ofnet revenue, gross margin was 45% and 52% for fiscal years 2016 and 2015, respectively. The 7% decrease in gross margin as a percentage of net revenue waslargely due to $1.2 billion of costs resulting from the step-up of inventory to fair value and the increase in amortization of acquisition-related intangibleassets associated with the Broadcom Merger.Research and Development ExpenseResearch and development expense increased $1.6 billion, or 155% in fiscal year 2016. Research and development expense as a percentage of netrevenue was 20% for fiscal year 2016 compared to 15% for fiscal year 2015. The overall increase in research and development expense dollars and as apercentage of net revenue for fiscal year 2016 was primarily due to the acquisition of BRCM. Share-based compensation included in research anddevelopment expense increased due to RSUs assumed in connection with, and integration equity awards granted to employees acquired in, the BroadcomMerger, as well as annual employee equity awards granted at higher grant-date fair values.Selling, General and Administrative ExpenseSelling, general and administrative expense increased $320 million, or 66% in fiscal year 2016. Selling, general and administrative expense as apercentage of net revenue was 6% for fiscal year 2016 compared to 7% for fiscal year 2015. The overall increase in selling, general and administrativeexpense dollars for fiscal year 2016 was primarily due to the impact of the acquired BRCM businesses and the acquisition-related costs. The decrease as apercentage of revenue is due to the realization of synergies resulting from the integration of BRCM. Share-based compensation included in selling, generaland administrative expense increased due to RSUs assumed in connection with, and integration equity awards granted to employees acquired in, theBroadcom Merger, as well as annual employee equity awards granted at higher grant-date fair values.Amortization of Acquisition-Related Intangible AssetsTotal amortization of acquisition-related intangible assets was $2.6 billion for fiscal year 2016, compared to $733 million for fiscal year 2015. Theincrease in amortization expense in fiscal year 2016 was primarily attributable to an increase in amortizable intangible assets resulting from the BroadcomMerger.Restructuring, Impairment and Disposal ChargesRestructuring, impairment and disposal charges, recognized primarily in operating expenses, were $1.1 billion for fiscal year 2016 compared to $144million in fiscal year 2015. The increase was due primarily to the Broadcom Merger, including impairment charges of $417 million for termination of in-process research and development projects and $173 million for property, plant and equipment. Restructuring charges were due primarily to employeetermination costs of approximately $418 million, and lease termination and other exit costs of $29 million, primarily resulting from the BRCM acquisition.We expect to incur approximately additional $50 million of restructuring charges in future periods as a result of the Broadcom Merger. We may incuradditional restructuring charges in future periods as a result of any future acquisitions, particularly our pending acquisition of Brocade.48Table of ContentsSegment Operating ResultsThe following tables set forth operating income by segment for the periods presented: 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)%Operating income from our wired infrastructure segment increased primarily due to contributions from the acquired BRCM wired products. Operatingincome from our wireless communications segment increased primarily due to contributions from the BRCM wireless connectivity products, partially offsetby a decrease in demand for our RF components from a key North American smartphone customer. Operating income from our enterprise storage segmentincreased primarily due to a full year of contributions from the Emulex business that we acquired in May 2015, as well as strength in demand for our HDDproducts, partially offset by a decrease in demand for our server and storage connectivity products. Operating income from our industrial & other segment wasflat.Unallocated expenses include amortization of acquisition-related intangible assets, share-based compensation expense, restructuring, impairment anddisposal charges, acquisition-related costs, including charges related to the step-up of acquired inventory to fair value, and other costs that are not used inevaluating the results of, or in allocating resources to, our segments. Unallocated expenses increased 368% in fiscal year 2016, compared to fiscal year 2015,primarily due to increases in charges related to the step-up of inventory to fair value, amortization of acquisition-related intangible assets, restructuring,impairment and disposal charges, and costs incurred in connection with the Broadcom Merger. Additionally, share-based compensation increased due toRSUs assumed in, and integration equity awards granted to employees acquired in, the Broadcom Merger.Non-Operating Income and ExpensesInterest expense. Interest expense was $585 million for fiscal year 2016 and $191 million for fiscal year 2015. The increase in interest expense in fiscalyear 2016 was primarily due to interest on higher outstanding debt balances and expenses related to debt modification and ticking fees, in each caseassociated with the term loan indebtedness we incurred to finance the Broadcom Merger.Loss on extinguishment of debt. During fiscal year 2016, in connection with the closing of the Broadcom Merger, we repaid in full our term loanborrowings under a collateralized credit agreement with lenders named therein entered into in fiscal year 2014, or the 2014 Credit Agreement. Wesubsequently repaid our €900 million Term B-1 Euro Loan (defined below) partially funded by the sale of certain acquired BRCM assets that were held forsale. We also repaid our $500 million Term B-2 Loan (defined below), partially funded with $325 million of additional Term A Loan (defined below)borrowings. These payments and the August 2016 Amendments (defined below) resulted in a loss on extinguishment of debt of $123 million for fiscal year2016. In fiscal year 2015, we made a $593 million principal prepayment on term loan borrowings under the 2014 Credit Agreement and settled the 2.0%Convertible Senior Notes due 2021, or the Convertible Notes, which resulted in a loss on extinguishment of debt of $10 million for fiscal year 2015.In connection with the completion of the Broadcom Merger, three Broadcom subsidiaries entered into the 2016 Credit Agreement, which originallyprovided for a Term A loan facility in the aggregate principal amount of $4.4 billion, or the Term A Loan, a Term B-1 dollar loan facility in the aggregateprincipal amount of $9.8 billion, or the Term B-1 Loan, a Term B-1 euro loan facility in the aggregate principal amount of €900 million, equivalent to $978million as of February 1, 2016, or the Term B-1 Euro Loan, a Term B-2 loan facility in the aggregate principal amount of $500 million, or the Term B-2 Loan,and together with the Term A Loan, Term B-1 Loan, and Term B-1 Euro Loan, referred to as the 2016 Term Loans. The 2016 Credit Agreement also providesfor a revolving credit facility, or the 2016 Revolving Credit Facility, that permits us to borrow from time to time in an aggregate principal amount of up to$500 million for working capital and other corporate purposes, including swingline loans of up to $150 million in the aggregate and for the issuance ofletters of credit of up to $100 million in the aggregate, which, in the case of swingline loans and letters of credit, reduce the available borrowing capacityunder the 2016 Revolving Credit Facility on a dollar for dollar basis.49Table of ContentsProvision for income taxes. For fiscal year 2016, we had a provision for income taxes of $642 million compared to $76 million for fiscal year 2015. Theincome tax provision for the fiscal year 2016 is primarily the result of an increase in tax associated with our undistributed earnings, partially offset by incometax benefits from losses from continuing operations and the recognition of previously unrecognized tax benefits as a result of audit settlements.During fiscal year 2016, we determined that we no longer intend to indefinitely reinvest our accumulated and current foreign earnings in our operationsoutside of Singapore. As a result, we made a provision for taxes on $1.9 billion of our undistributed earnings as of November 1, 2015, including projectedwithholding taxes that would become payable upon the distribution of those earnings, and recognized $93 million of expense in fiscal year 2016 related tothe undistributed earnings of foreign operations that were previously considered indefinitely reinvested.At the time we completed the Broadcom Merger, in connection with the preliminary allocation of the purchase price, we established a deferred taxliability that is associated with our potential tax liability arising from our planned integration of BRCM’s IP, which was completed in November 2016. Thistax liability will become payable as earnings resulting from this integration of IP are distributed over time.As a result of these events, the amount of our income taxes payable could increase materially and consume an increasing amount of our cash. Inaddition, our provision for income taxes in future periods is likely to change as a result of the impact of internal restructuring and reorganization, in particularas a result of the Broadcom Merger, which would also affect our overall effective tax rate.Fiscal Year 2015 Compared to Fiscal Year 2014The following table sets forth our results of operations for the periods presented: Fiscal Year EndedStatements 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 45Purchase accounting effect on inventory 30 210 — 5Amortization of acquisition-related intangible assets 484 249 7 6Restructuring charges 7 22 — —Total cost of products sold 3,271 2,392 48 56Gross margin 3,553 1,877 52 44Research and development 1,049 695 15 16Selling, general and administrative 486 407 7 10Amortization of acquisition-related intangible assets 249 197 4 5Restructuring, impairment and disposal charges 137 140 2 3Total operating expenses 1,921 1,439 28 34Operating income $1,632 $438 24% 10%Net RevenueThe following tables set forth net revenue by segment for the periods presented: 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%50Table of Contents Fiscal Year Ended% of Net Revenue November 1, 2015 November 2, 2014Wired infrastructure 22% 27%Wireless communications 37 40Enterprise storage 32 20Industrial & other 9 13Total net revenue 100% 100%Net revenue from our wired infrastructure segment increased 28% in fiscal year 2015, compared with fiscal year 2014. The increase was primarily due toimproved revenue contributions from our application specific integrated circuits, or ASICs, and from the inclusion of a full year of contributions from LSIproducts in this segment. Net revenue from our wireless communications segment increased 50% in fiscal year 2015, compared with fiscal year 2014,primarily due to a substantial increase in our RF product content in smartphones and an increase in unit sales of smartphones containing our products. Netrevenue from our enterprise storage segment increased 151% in fiscal year 2015, compared with fiscal year 2014. This segment was acquired in the LSIacquisition and fiscal year 2015 results reflect a full year of operating results compared to a partial year of operating results in fiscal year 2014. The results forfiscal year 2015 also reflect contributions from Emulex following its acquisition and an improvement in the business due to market share gains as well asgrowth in end market demand. Net revenue from our industrial & other segment increased 12% in fiscal year 2015 compared with fiscal year 2014, primarilydue to an increase in IP licensing revenue. Net revenue for fiscal year 2015 included $313 million of revenue from development arrangements and sales andlicensing of IP compared to $160 million for fiscal year 2014.Gross MarginGross margin was $3.6 billion for fiscal year 2015 compared to $1.9 billion for fiscal year 2014, an increase of $1.7 billion. As a percentage of netrevenue, gross margin was 52% for fiscal year 2015, compared to 44% for fiscal year 2014. The increase in gross margin, both in dollars and as a percentageof revenue, for fiscal year 2015 compared to fiscal year 2014 was due primarily to gross margin contributions from our enterprise storage segment, which weacquired in the LSI acquisition, an improvement in product mix with higher contributions from our FBAR-related wireless products, and a decrease in chargesassociated with the inventory step-up to fair value related to acquisitions, partially offset by amortization of acquisition-related intangible assets related tothe LSI, PLX and Emulex acquisitions.Research and Development ExpenseResearch and development expense increased $354 million or 51% in fiscal year 2015. However, as a percentage of net revenue, research anddevelopment expense remained relatively flat at 15% for fiscal year 2015 compared to 16% for fiscal year 2014. The majority of the increase in dollars wasrelated primarily to the impact of LSI and PLX for the full fiscal year, the impact of Emulex for the second half of fiscal year 2015, and an increase in share-based compensation expense due to annual focal employee equity awards at higher grant-date fair values and higher headcount as a result of the LSI, PLXand Emulex acquisitions.Selling, General and Administrative ExpenseSelling, general and administrative expense increased $79 million or 19% in fiscal year 2015. However, as a percentage of net revenue, selling, generaland administrative expense decreased to 7% for fiscal year 2015 compared to 10% for fiscal year 2014. The increase in selling, general and administrativeexpense, in dollars, was primarily due to the impact of the LSI acquisition for the full fiscal year and an increase in share-based compensation expense due toannual focal employee equity awards at higher grant-date fair values and higher headcount as a result of the LSI, PLX and Emulex acquisitions. Selling,general and administrative expense as a percentage of net revenue decreased in fiscal year 2015, as revenue growth outpaced the increase in selling, generaland administrative expense.Amortization of Acquisition-Related Intangible AssetsTotal amortization expense of intangible assets was $733 million and $446 million, respectively, for fiscal years 2015 and 2014, an increase of $287million. The increase in amortization expense for fiscal year 2015 was primarily attributable to a full year of amortization for intangible assets obtained in theLSI and PLX acquisitions.Restructuring, Impairment and Disposal ChargesWe incurred total restructuring and asset impairment charges of $144 million for fiscal year 2015 compared to $162 million for fiscal year 2014. Therestructuring charges incurred in fiscal year 2015 were primarily due to employee termination costs related to the Emulex and LSI acquisitions. Therestructuring charges incurred during fiscal year 2014 were due primarily to employee termination costs related to the LSI acquisition.51Table of ContentsDuring fiscal year 2015, we realigned certain product groups within our wired infrastructure segment and agreed to sell certain fiber optics subsystemsassets to a third party. As a result, we recognized a $61 million loss to write these assets down to fair value less costs to sell.Segment Operating ResultsThe following tables set forth operating income by segment for the periods presented: 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%Operating income from our wired infrastructure segment was 32% of segment revenue. Operating income increased 67% compared with fiscal year2014, primarily due to gross margin improvement and higher revenue with stable research and development expense. Operating income from our wirelesscommunications segment was 47% of segment revenue. Operating income increased 83%, compared with fiscal year 2014, primarily due to higher revenueand improvement in product mix. Operating income from our enterprise storage segment was 39% of segment revenue. Operating income increased 193%compared with fiscal year 2014, primarily due to higher revenue with stable research and development expense. Operating income from our industrial & othersegment was 49% of segment revenue. Operating income increased 26% compared with fiscal year 2014, primarily due to higher IP licensing revenue.Unallocated expenses include amortization of acquisition-related intangible assets, share-based compensation expense, restructuring charges,acquisition-related costs, including charges related to the step-up of acquired inventory to fair value, and other costs that are not used in evaluating theresults of, or in allocating resources to, our segments. Unallocated expenses increased 16% compared with fiscal year 2014, primarily due to increases inamortization of acquisition-related intangible assets incurred in connection with our acquisitions of LSI, PLX and Emulex. Additionally, share-basedcompensation expense increased in fiscal year 2015, compared with fiscal year 2014, due to annual focal employee equity awards at higher grant-date fairvalues and higher headcount as a result of the LSI, PLX and Emulex acquisitions.Non-Operating Income and ExpensesInterest expense. Interest expense was $191 million for fiscal year 2015 compared to $110 million for fiscal year 2014. This $81 million increase ininterest expense was due to the full year interest on our outstanding 2014 Term Loans, along with the amortization of related debt issuance costs that werebeing charged to interest expense using the effective interest method over the respective borrowing terms.Provision for income taxes. We recognized a provision for income taxes of $76 million for fiscal year 2015 compared to $33 million for fiscal year2014. The provision for income taxes in fiscal year 2015 increased from the prior fiscal year primarily due to the increase in profit before tax.SeasonalityHistorically, our net revenue has typically been higher in the second half of the fiscal year than in the first half, primarily due to seasonality in ourwireless communications segment. This segment has historically experienced seasonality due to launches of new mobile handsets manufactured by our OEMcustomers. However, from time to time, typical seasonality and industry cyclicality are overshadowed by other factors such as wider macroeconomic effects,the timing of significant product transitions and launches by large OEMs, particularly in the wireless communications and enterprise storage segments.Liquidity and Capital ResourcesThe following section discusses our principal liquidity and capital resources as well as our principal liquidity requirements and sources and uses ofcash. Our cash and cash equivalents are maintained in highly liquid investments with remaining maturities of 90 days or less at the time of purchase. Webelieve our cash equivalents are liquid and accessible.Our primary sources of liquidity as of October 30, 2016 consisted of: (1) $3.1 billion in cash and cash equivalents, (2) cash we expect to generate fromoperations, (3) our outstanding revolving credit facility of up to $500 million aggregate52principal amount, or 2016 Revolving Credit Facility, which is committed until February 1, 2021, and substantially all of which was available to be drawn asof October 30, 2016, and (4) our ability to increase the aggregate term loans and revolving credit commitments under the 2016 Credit Agreement, referred toas the accordion feature, subject to the terms and conditions of the 2016 Credit Agreement and the availability of commitments. The 2016 Credit Agreementwas entered in connection with the completion of the Broadcom Merger, and replaced our 2014 Credit Agreement. The 2016 Credit Agreement is discussedin more detail under in “Note 8. Borrowings” included in Part II, Item 8 of this Form 10-K.Our short-term and long-term liquidity requirements primarily arise from: (i) interest and principal payments related to outstanding indebtedness, (ii)working capital requirements, (iii) research and development and capital expenditure needs, (iv) business acquisitions and investments we may make fromtime to time, including the Brocade Merger, (v) interim cash dividend payments by Broadcom (if and when declared by the Board), (vi) cash distributions bythe Partnership (if and when declared by the Partnership’s general partner), (vii) payment of income taxes, including taxes paid as a result of the intercompanytransfer of IP acquired in the Broadcom Merger, and (viii) funding employee benefit plan obligations. Our ability to fund these requirements will depend, inpart, on our future cash flows, which are determined by our future operating performance and, therefore, subject to prevailing global macroeconomicconditions and financial, business and other factors, some of which are beyond our control.We anticipate that our capital expenditures for fiscal year 2017 will be higher than fiscal year 2016, due primarily to expenditures for construction atour Irvine and San Jose campuses, continued expenditures for capacity expansion in our Fort Collins internal fabrication facility, spending on equipment tosupport various research and development projects and purchases of test manufacturing equipment.Our debt and liquidity needs will also increase as a result of the closing of the Brocade Merger. We intend to finance the estimated $5.5 billion of cashconsideration with cash on hand from both companies and new debt financing.We believe that our cash and cash equivalents on hand and cash flows from operations, combined with current borrowing availability under the 2016Revolving Credit Facility and the accordion feature in our 2016 Credit Agreement, as well as committed debt funding related to the pending BrocadeMerger, provide sufficient liquidity, after giving effect to the pending Brocade Merger, to operate our business and fund our current and assumed obligations,for at least the next 12 months.From time to time, we engage in discussions with third parties regarding potential acquisitions of, or investments in, businesses, technologies andproduct lines. Any such transaction could require significant use of our cash and cash equivalents, or require us to increase our borrowings under our 2016Credit Agreement, or otherwise, to fund the transaction. We could also reduce certain expenditures such as payment of our cash dividend. If we do not havesufficient cash to fund our operations or finance growth opportunities, including acquisitions, or unanticipated capital expenditures, our business andfinancial condition could suffer. In such circumstances we may also seek to obtain new debt or equity financing. However, we cannot assure you that suchadditional financing will be available on terms acceptable to us or at all. Our ability to service any indebtedness we may incur, including under the 2016Term Loans and the 2016 Revolving Credit Facility, will depend on our ability to generate cash in the future.We may also elect to sell additional debt or equity securities, or otherwise increase our outstanding indebtedness, for reasons other than those specifiedabove.Share RepurchasesDuring fiscal year 2014, we repurchased and retired 0.3 million shares for $12 million. We did not repurchase any shares in fiscal years 2016 or 2015.Share repurchases under our share repurchase programs were made in the open market at such times and in such amounts as we deemed appropriate.Summary and HighlightsOur cash and cash equivalents increased by $1.3 billion to $3.1 billion at October 30, 2016 from $1.8 billion at November 1, 2015. The increase waslargely due to $3.4 billion in net cash provided by operating activities, $19.5 billion of proceeds from the 2016 Term Loans, $898 million of aggregateproceeds received from the sales of businesses and $295 million from the issuance of ordinary shares upon exercises of share options and purchase rightsunder Broadcom’s employee share purchase plan, partially offset by $10 billion in cash paid in the Broadcom Merger, the repayment of $9.8 billion, inaggregate principal amount, of our term loan borrowings under the 2014 Credit Agreement and a portion of the 2016 Term Loans, the repayment of $1.5billion of debt assumed in the Broadcom Merger, $750 million in dividend payments by Broadcom and cash distributions by the Partnership (discussed inmore detail below), $723 million in capital expenditures, and $123 million in debt issuance costs related to the 2016 Term Loans.53Dividends/DistributionsBroadcom paid aggregate cash dividends of $1.94 and $1.55 per ordinary share, or $716 million and $408 million, during fiscal years 2016 and 2015,respectively.The Partnership paid aggregate cash distributions of $594 million to Broadcom, as General Partner, and cash distributions of $1.50 per Partnership REU,or $34 million, to its limited partners during fiscal year 2016.Cash FlowsThe following table summarizes our cash flows for the periods presented: Fiscal Year Ended October 30, 2016 November 1, 2015 November 2, 2014 (In millions)Net cash provided by operating activities $3,411 $2,318 $1,175Net cash used in investing activities (9,840) (241) (5,885)Net cash provided by (used in) financing activities 7,704 (1,859) 5,329Net increase in cash and cash equivalents $1,275 $218 $619Operating ActivitiesCash provided by operating activities represents net income (loss) adjusted for certain non-cash items and changes in assets and liabilities. The $1.1billion increase in cash provided by operations during fiscal year 2016 compared to fiscal year 2015 was due to the adjustments to net loss for non-cash itemsand changes in assets and liabilities, partially offset by the impact of a net loss during fiscal 2016. The adjustments to net loss for non-cash items were higher,compared to fiscal year 2015, primarily due to depreciation and amortization and share-based compensation, as well as restructuring, impairment anddisposal charges and deferred taxes. Changes in assets and liabilities as of October 30, 2016 compared to November 1, 2015 are primarily due to theBroadcom Merger.The $1.1 billion increase in cash provided by operations during fiscal year 2015 compared to fiscal year 2014 was due to the increase in net income andthe adjustments to net income for non-cash items and changes in assets and liabilities. The adjustments for non-cash items were higher, compared to fiscalyear 2014, primarily due to depreciation and amortization, share-based compensation, as well as restructuring, impairment and disposal charges, partiallyoffset by deferred taxes and excess tax from share-based compensation.Investing ActivitiesCash used in investing activities consists primarily of cash used for acquisitions and capital expenditures, partially offset by proceeds from divestitures.The change in investing cash flows for fiscal year 2016 compared to fiscal year 2015 primarily relates to $10 billion paid for the Broadcom Merger, a $130million increase in purchases of property, plant and equipment and a $44 million increase in purchases of investments, partially offset by a $248 millionincrease in proceeds from the sales of businesses and a $104 million increase in proceeds from sales and maturities of investments.The change in investing cash flows for fiscal year 2015 compared to fiscal year 2014 primarily relates to $6.0 billion paid in aggregate for the LSI andPLX acquisitions in fiscal year 2014 and a $200 million increase in proceeds from the sale of businesses, partially offset by $394 million paid primarily forthe Emulex acquisition in fiscal year 2015 and a $184 million increase in purchases of property, plant and equipment in fiscal year 2015, primarily inconnection with the expansion of our internal manufacturing facilities in Fort Collins, Colorado.Financing ActivitiesBroadcomCash provided by (used in) financing activities consists primarily of proceeds from the 2016 Term Loans and from the issuance of ordinary sharesthrough employee equity incentive plans, offset by the repayment of term loan borrowings under the 2014 Credit Agreement, prepayments made on our 2016Term Loans, the payment of assumed debt, dividend payments by Broadcom, cash distributions by the Partnership and payments of debt issuance costs. Thechange in financing cash flows for fiscal year 2016 compared to fiscal year 2015 was due to proceeds from the 2016 Term Loans and a $54 million increase inproceeds from the issuance of ordinary shares through employee equity incentive plans, partially offset by the repayment of 2014 Term Loans, prepaymentsmade on our 2016 Term Loans, the payment of assumed debt and a $342 million increase in dividend payments.54The change in financing cash flows for fiscal year 2015 compared to fiscal year 2014 primarily relates to the proceeds of $4.6 billion from term loanborrowings under the 2014 Credit Agreement and $1 billion from the issuance of the Convertible Notes in fiscal year 2014, an increase in fiscal year 2015 fordebt repayments of $1.8 billion and a $124 million increase in dividend payments, partially offset by a $117 million increase in proceeds from the issuanceof our ordinary shares through employee equity incentive plans and an $86 million increase in excess tax benefit.The PartnershipCash provided by (used in) financing activities for the Partnership are materially the same as those discussed for Broadcom above. The differences aredue to capital transactions with the General Partner, which are a result of the capital contributions from Broadcom to the Partnership.IndebtednessSee “Note 8. Borrowings” included in Part II, Item 8 of this Form 10-K.2016 Credit AgreementDuring fiscal year 2016, we made principal prepayments totaling $610 million on the Term B-1 Loan and fully repaid the €900 million Term B-1 EuroLoan and the $500 million Term B-2 Loan. The paydown of the Term B-2 Loan was partially funded with $325 million of additional Term A Loanborrowings. As a result, during fiscal year 2016, we wrote-off $40 million of debt issuance costs, which was included in loss on extinguishment of debt in ourconsolidated statements of operations.In August 2016, we amended the 2016 Credit Agreement and refinanced all of the outstanding Term B-1 Loans into the Term B-3 Loans and increasedthe amount of outstanding Term A Loans, or the August 2016 Amendments. The August 2016 Amendments reduced the applicable margins on theoutstanding balance under the Term B-3 Loans and increased our operating flexibility, including the automatic release of all collateral securing the 2016Term Loans upon the repayment of all outstanding Term B-3 Loans and our achievement of the specified investment grade ratings. As a result of the August2016 Amendments, we wrote-off $49 million of our previously deferred debt issuance costs, which was included in loss on extinguishment of debt.The 2016 Term Loans bear interest at floating rates which were 2.28% for the Term A Loans and 3.53% for the Term B-3 Loans as of October 30, 2016.As of October 30, 2016, the outstanding balance of the 2016 Term Loans, net of the unaccreted discount and unamortized debt issuance costs, was$13.5 billion. As of October 30, 2016, there were no borrowings outstanding under the 2016 Revolving Credit Facility or material outstanding letters ofcredit.We were in compliance with all of the covenants described in the 2016 Credit Agreement as of October 30, 2016. Subject to certain conditions, we havethe ability to increase the aggregate 2016 Term Loans and/or 2016 Revolving Credit Facility.Contractual CommitmentsThe following table summarizes contractual obligations and commitments as of October 30, 2016 (in millions): Payments Due by Period Total Less than 1 year 1-3 years 3-5 years More than 5 yearsDebt principal, interest and fees $15,828 $850 $1,984 $6,441 $6,553Purchase commitments 1,508 1,455 53 — —Other contractual commitments 390 152 185 53 —Operating lease obligations 446 144 185 61 56Pension plan contributions 37 37 — — —Total $18,209 $2,638 $2,407 $6,555 $6,609Debt Principal, Interest and Fees. Represents principal, interest and commitment fees payable on borrowings and credit facilities under the 2016 CreditAgreement and outstanding senior unsecured notes that we assumed as a result of the Broadcom Merger.Purchase Commitments. Represents unconditional purchase obligations that include agreements to purchase goods or services, primarily inventory, thatare enforceable and legally binding on us and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum orvariable price provisions, and the approximate timing of the transaction. Purchase obligations exclude agreements that are cancelable without penalty.Cancellation for outstanding purchase orders for capital expenditures in connection with the internal fabrication facility expansion and construction of ournew55Table of Contentscampuses is generally allowed but requires payment of all costs incurred through the date of cancellation and, therefore, cancelable purchase orders for thesecapital expenditures are included in the table above.Other Contractual Commitments. Represents amounts payable pursuant to agreements related to IT, human resources, financial infrastructureoutsourcing services and other service agreements.Operating Lease Obligations. Represents real property and equipment leased from third parties under non-cancelable operating leases.Pension Plan Contribution. Represents our planned minimum contributions to our pension plans. Although additional future contributions will berequired, the amount and timing of these contributions will be affected by actuarial assumptions, the actual rate of returns on plan assets, the level of marketinterest rates, legislative changes and the amount of voluntary contributions to the plans. The amount shown in the table represents our plannedcontributions to our pension plans within a year. Because any contributions for fiscal year 2018 and later will depend on the value of the plan assets in thefuture and thus are uncertain, we have not included any amounts for fiscal year 2018 and beyond in the above table.Due to the inherent uncertainty with respect to the timing of future cash outflows associated with our unrecognized tax benefits at October 30, 2016, weare unable to reliably estimate the timing of cash settlement with the respective taxing authority. Therefore, $893 million of unrecognized tax benefits andaccrued interest classified within other long-term liabilities on our consolidated balance sheet as of October 30, 2016 have been excluded from thecontractual obligations table above.Off-Balance Sheet ArrangementsWe had no material off-balance sheet arrangements at October 30, 2016 as defined in Item 303(a)(4)(ii) of Regulation S-K under the Exchange Act.IndemnificationsSee “Note 14. Commitments and Contingencies” in Part II, Item 8 of this Form 10-K.Accounting Changes and Recent Accounting StandardsFor a description of accounting changes and recent accounting standards, including the expected dates of adoption and estimated effects, if any, in ourconsolidated financial statements, see Note 2. “Summary of Significant Accounting Policies” to Consolidated Financial Statements of this Annual Report onForm 10-K.56Table of ContentsItem 7A. Quantitative and Qualitative Disclosures About Market Risk Interest Rate RiskAt October 30, 2016, we had a principal balance of $13.7 billion of outstanding 2016 Term Loans, all of which is subject to applicable floating interestrates based on LIBOR. On August 2, 2016, pursuant to the August 2016 Amendments, the maximum interest rates applicable to our outstanding indebtednessunder the 2016 Credit Agreement were reduced. Following the August 2016 Amendments, a 1% change in LIBOR would increase interest expense for thenext 12 months on our outstanding 2016 Term Loans by $137 million. The foregoing does not include the effects of any debt we may incur in connectionwith the Brocade Merger.Foreign Currency Derivative InstrumentsWe use foreign exchange forward contracts to hedge a portion of our exposures to changes in currency exchange rates, which result from our globaloperating and financing activities. Gains and losses from foreign currency transactions, as well as derivative instruments, were not significant for any periodpresented in the consolidated financial statements included in this Form 10-K.European Debt ExposuresWe actively monitor our exposure to the European financial markets, including the impact of sovereign debt issues. We also seek to mitigate our risk byinvesting in fixed deposits with various financial institutions and we limit the amount we hold with any one institution. We do not have any directinvestments in the sovereign debt of European countries. From time to time, we may have deposits with major European financial institutions. We also seekto mitigate collection risks from our customers by performing regular credit evaluations of our customers’ financial condition and require collateral, such asletters of credit and bank guarantees, in certain circumstances. As of October 30, 2016, we do not believe that we have any material direct or indirect exposureto the European financial markets.57Table of ContentsItem 8. Financial Statements and Supplementary DataBROADCOM LIMITED AND BROADCOM CAYMAN L.P.INDEX TO CONSOLIDATED FINANCIAL STATEMENTS PageReports of Independent Registered Public Accounting Firm59Financial Statements of Broadcom Limited Consolidated Balance Sheets62Consolidated Statements of Operations63Consolidated Statements of Comprehensive Income (Loss)64Consolidated Statements of Cash Flows65Consolidated Statements of Shareholders’ Equity66Financial Statements of Broadcom Cayman L.P. Consolidated Balance Sheets67Consolidated Statements of Operations68Consolidated Statements of Comprehensive Income (Loss)69Consolidated Statements of Cash Flows70Consolidated Statements of Partners’ Capital71Notes to Consolidated Financial Statements (Broadcom Limited and Broadcom Cayman L.P.)73Supplementary Financial Data — Quarterly Data (Unaudited)117Schedule II — Valuation and Qualifying Accounts11858Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors and Shareholders of Broadcom LimitedIn our opinion, the consolidated financial statements of Broadcom Limited listed in the index appearing under Item 15(a)(1) present fairly, in all materialrespects, the financial position of Broadcom Limited and its subsidiaries at October 30, 2016 and November 1, 2015, and the results of their operations andtheir cash flows for each of the three years in the period ended October 30, 2016 in conformity with accounting principles generally accepted in the UnitedStates of America. In addition, in our opinion, the financial statement schedule of Broadcom Limited listed in the index appearing under Item 15(a)(2)presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also inour opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 30, 2016, based on criteriaestablished in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control overfinancial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on InternalControl over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statementschedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with thestandards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtainreasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reportingwas maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts anddisclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overallfinancial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financialreporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on theassessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits providea reasonable basis for our opinions.As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for deferred income taxes in 2016.A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal controlover financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate.As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Broadcom Corporation, or BRCM, from itsassessment of internal control over financial reporting as of October 30, 2016 because it was acquired by the Company in a business combination during2016. We have also excluded Broadcom Corporation from our audit of internal control over financial reporting. Broadcom Corporation is an indirectsubsidiary whose total assets and total revenues represent 9% and 53%, respectively, of the related consolidated financial statement amounts as of and for theyear ended October 30, 2016./s/ PricewaterhouseCoopers LLPSan Jose, CaliforniaDecember 23, 201659Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors and Shareholders of Broadcom Limited, the sole general partner of Broadcom Cayman L.P.In our opinion, the consolidated financial statements of Broadcom Cayman L.P. listed in the index appearing under Item 15(a)(1) present fairly, in all materialrespects, the financial position of Broadcom Cayman L.P. and its subsidiaries at October 30, 2016 and November 1, 2015, and the results of their operationsand their cash flows for each of the three years in the period ended October 30, 2016 in conformity with accounting principles generally accepted in theUnited States of America. In addition, in our opinion, the financial statement schedule of Broadcom Cayman L.P. listed in the index appearing under Item15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 30, 2016, based oncriteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission(COSO). The management of the Company’s General Partner is responsible for these financial statements and financial statement schedule, for maintainingeffective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included inManagement's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financialstatements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We conductedour audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan andperform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internalcontrol over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management,and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding ofinternal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. Webelieve that our audits provide a reasonable basis for our opinions.As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for deferred income taxes in 2016.A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal controlover financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directors of the Company’s General Partner; and (iii) provide reasonable assuranceregarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on thefinancial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate.As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Broadcom Corporation, or BRCM, from itsassessment of internal control over financial reporting as of October 30, 2016 because it was acquired by the Company in a business combination during2016. We have also excluded Broadcom Corporation from our audit of internal control over financial reporting. Broadcom Corporation is a wholly-ownedsubsidiary whose total assets and total revenues represent 9% and 53%, respectively, of the related consolidated financial statement amounts as of and for theyear ended October 30, 2016./s/ PricewaterhouseCoopers LLPSan Jose, CaliforniaDecember 23, 201660Table of Contents61Table of ContentsBROADCOM LIMITEDCONSOLIDATED BALANCE SHEETS October 30, 2016 November 1, 2015 (In millions, except share amounts)ASSETS Current assets: Cash and cash equivalents $3,097 $1,822Trade accounts receivable, net 2,181 1,019Inventory 1,400 524Other current assets 447 394Total current assets 7,125 3,759Property, plant and equipment, net 2,509 1,460Goodwill 24,732 1,674Intangible assets, net 15,068 3,277Other long-term assets 532 345Total assets $49,966 $10,515LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $1,261 $617Employee compensation and benefits 517 250Current portion of long-term debt 454 46Other current liabilities 846 206Total current liabilities 3,078 1,119Long-term liabilities: Long-term debt 13,188 3,826Pension and post-retirement benefit obligations 531 475Other long-term liabilities 11,293 381Total liabilities 28,090 5,801Commitments 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 2,547Non-economic voting preference shares, no par value; 22,804,591 shares and no shares issued and outstanding onOctober, 30, 2016 and November 1, 2015, respectively — —Retained earnings (accumulated deficit) (215) 2,240Accumulated other comprehensive loss (134) (73)Total Broadcom Limited shareholders’ equity 18,892 4,714Noncontrolling interest 2,984 —Total shareholders’ equity 21,876 4,714Total liabilities and shareholders’ equity $49,966 $10,515The accompanying notes are an integral part of these consolidated financial statements.62Table of ContentsBROADCOM LIMITEDCONSOLIDATED STATEMENTS OF OPERATIONS Fiscal Year Ended October 30, 2016 November 1, 2015 November 2, 2014 (In millions, except per share data)Net revenue $13,240 $6,824 $4,269Cost of products sold: Cost of products sold 5,295 2,750 1,911Purchase accounting effect on inventory 1,185 30 210Amortization of acquisition-related intangible assets 763 484 249Restructuring charges 57 7 22Total cost of products sold 7,300 3,271 2,392Gross margin 5,940 3,553 1,877Research and development 2,674 1,049 695Selling, general and administrative 806 486 407Amortization of acquisition-related intangible assets 1,873 249 197Restructuring, impairment and disposal charges 996 137 140Total operating expenses 6,349 1,921 1,439Operating income (loss) (409) 1,632 438Interest expense (585) (191) (110)Loss on extinguishment of debt (123) (10) —Other income, net 10 36 14Income (loss) from continuing operations before income taxes (1,107) 1,467 342Provision for income taxes 642 76 33Income (loss) from continuing operations (1,749) 1,391 309Loss from discontinued operations, net of income taxes (112) (27) (46)Net income (loss) (1,861) 1,364 263Net 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 $1.23Loss 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 $1.16Loss 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 251Diluted 383 281 267 Cash dividends declared and paid per share $1.94 $1.55 $1.13The accompanying notes are an integral part of these consolidated financial statements.63Table of ContentsBROADCOM LIMITEDCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Fiscal Year Ended October 30, 2016 November 1, 2015 November 2, 2014 (In millions)Net income (loss) $(1,861) $1,364 $263Other 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 219Comprehensive loss attributable to noncontrolling interest (122) — —Comprehensive income (loss) attributable to ordinary shares $(1,800) $1,341 $219The accompanying notes are an integral part of these consolidated financial statements.64BROADCOM LIMITEDCONSOLIDATED STATEMENTS OF CASH FLOWS 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 $263Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 3,042 962 625Share-based compensation 679 232 163Excess tax benefits from share-based compensation (89) (125) (39)Non-cash restructuring, impairment and disposal charges 662 77 9Non-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 14Other (6) 32 (19)Changes in assets and liabilities, net of acquisitions and disposals: Trade accounts receivable, net (491) (187) (70)Inventory 996 62 193Accounts payable 33 29 13Employee compensation and benefits 163 8 20Other current assets and current liabilities (98) 12 261Other long-term assets and long-term liabilities (120) 40 (166)Net cash provided by operating activities 3,411 2,318 1,175Cash flows from investing activities: Acquisitions of businesses, net of cash acquired (10,055) (394) (5,961)Proceeds from sales of businesses 898 650 450Purchases 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 — 35Other (11) — —Net cash used in investing activities (9,840) (241) (5,885)Cash flows from financing activities: Proceeds from term loan borrowings 19,510 — 4,600Proceeds from issuance of convertible senior notes — — 1,000Debt 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 124Repurchases of ordinary shares — — (12)Excess tax benefits from share-based compensation 89 125 39Other — — (2)Net cash provided by (used in) financing activities 7,704 (1,859) 5,329Net change in cash and cash equivalents 1,275 218 619Cash and cash equivalents at the beginning of period 1,822 1,604 985Cash and cash equivalents at end of period $3,097 $1,822 $1,604Supplemental disclosure of cash flow information: Cash paid for interest $448 $172 $78Cash paid for income taxes, net of refunds $242 $138 $23The accompanying notes are an integral part of these consolidated financial statements.Table of ContentsBROADCOM LIMITEDCONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY Ordinary Shares Non-EconomicVoting PreferenceShares RetainedEarnings/(AccumulatedDeficit) AccumulatedOtherComprehensiveLoss Non-controllingInterest TotalShareholders’Equity Shares Amount Shares Amount (In millions)Balance as of November 3, 2013 249 $1,587 — $— $1,305 $(6) $— $2,886Issuance of ordinary shares in connection withequity incentive plans 5 124 — — — — — 124Repurchase of ordinary shares — (12) — — — — — (12)Share-based compensation — 163 — — — — — 163Excess tax benefits from share-basedcompensation — 42 — — — — — 42Cash dividends paid to ordinary shareholders — — — — (284) — — (284)Convertible debt conversion feature — 85 — — — — — 85Fair value of partially vested equity awardsassumed in connection with the acquisition ofLSI Corporation — 20 — — — — — 20Changes in accumulated other comprehensiveloss: Actuarial losses and prior service costsassociated with defined benefit pensionplans and post-retirement benefit plans, netof taxes — — — — — (44) — (44)Net income — — — — 263 — — 263Balance as of November 2, 2014 254 2,009 — — 1,284 (50) — 3,243Issuance of ordinary shares in connection withequity incentive plans 8 241 — — — — — 241Share-based compensation — 237 — — — — — 237Excess tax benefits from share-basedcompensation — 130 — — — — — 130Cash dividends paid to ordinary shareholders — — — — (408) — — (408)Issuance of ordinary shares upon conversion ofConvertible Notes 14 (75) — — — — — (75)Fair value of partially vested equity awardsassumed in connection with the acquisition ofEmulex Corporation — 5 — — — — — 5Changes in accumulated other comprehensiveloss: Actuarial losses and prior service costsassociated with defined benefit pensionplans and post-retirement benefit plans, netof taxes — — — — — (23) — (23)Net income — — — — 1,364 — 1,364Balance as of November 1, 2015 276 2,547 — — 2,240 (73) — 4,714Issuance of ordinary shares upon the acquisitionof Broadcom Corporation 112 15,438 — — — — — 15,438Issuance by the Partnership of restrictedexchangeable partnership units upon theacquisition of Broadcom Corporation — — — — — — 3,140 3,140Issuance of non-economic voting preferenceshares — — 23 — — — — —Issuance of ordinary shares in connection withequity incentive plans 10 295 — — — — — 295Share-based compensation — 690 — — — — — 690Excess tax benefits from share-basedcompensation — 89 — — — — — 89Cash dividends paid to ordinary shareholders — — — — (716) — — (716)Cash distribution paid by the Partnership onrestricted exchangeable partnership units — — — — — — (34) (34)Fair value of partially vested equity awardsassumed in connection with the acquisition ofBroadcom Corporation — 182 — — — — — 182Changes in accumulated other comprehensiveloss: Actuarial losses and prior service costsassociated with defined benefit pensionplans and post-retirement benefit plans, netof taxes — — — — — (61) — (61)Net loss — — — — (1,739) (122) (1,861)Balance as of October 30, 2016 398 $19,241 23 $— $(215) $(134) $2,984 $21,876The accompanying notes are an integral part of these consolidated financial statements.66Table of ContentsBROADCOM CAYMAN L.P.CONSOLIDATED BALANCE SHEETS October 30, 2016 November 1, 2015 (In millions, except share amounts)ASSETS Current assets: Cash and cash equivalents $3,044 $1,822Trade accounts receivable, net 2,181 1,019Inventory 1,400 524Other current assets 500 394Total current assets 7,125 3,759Property, plant and equipment, net 2,509 1,460Goodwill 24,732 1,674Intangible assets, net 15,068 3,277Other long-term assets 532 345Total assets $49,966 $10,515LIABILITIES AND PARTNERS’ CAPITAL/SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $1,261 $617Employee compensation and benefits 517 250Current portion of long-term debt 454 46Other current liabilities 846 206Total current liabilities 3,078 1,119Long-term liabilities: Long-term debt 13,188 3,826Pension and post-retirement benefit obligations 531 475Other long-term liabilities 11,293 381Total liabilities 28,090 5,801Commitments 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 — 2,547Retained earnings — 2,240Accumulated other comprehensive loss (134) (73)Total partners’ capital/shareholders’ equity 21,876 4,714Total liabilities and partners’ capital/shareholders’ equity $49,966 $10,515The accompanying notes are an integral part of these consolidated financial statements.67Table of ContentsBROADCOM CAYMAN L.P.CONSOLIDATED STATEMENTS OF OPERATIONS 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 $4,269Cost of products sold: Cost of products sold 5,295 2,750 1,911Purchase accounting effect on inventory 1,185 30 210Amortization of acquisition-related intangible assets 763 484 249Restructuring charges 57 7 22Total cost of products sold 7,300 3,271 2,392Gross margin 5,940 3,553 1,877Research and development 2,674 1,049 695Selling, general and administrative 806 486 407Amortization of acquisition-related intangible assets 1,873 249 197Restructuring, impairment and disposal charges 996 137 140Total operating expenses 6,349 1,921 1,439Operating income (loss) (409) 1,632 438Interest expense (585) (191) (110)Loss on extinguishment of debt (123) (10) —Other income, net 10 36 14Income (loss) from continuing operations before income taxes (1,107) 1,467 342Provision for income taxes 642 76 33Income (loss) from continuing operations (1,749) 1,391 309Loss 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 $1.13The accompanying notes are an integral part of these consolidated financial statements.68Table of ContentsBROADCOM CAYMAN L.P.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Fiscal Year Ended October 30, 2016 November 1, 2015 November 2, 2014 (In millions)Net income (loss) $(1,861) $1,364 $263Other 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 $219The accompanying notes are an integral part of these consolidated financial statements.69Table of ContentsBROADCOM CAYMAN L.P.CONSOLIDATED STATEMENTS OF CASH FLOWS 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 $263Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 3,042 962 625Share-based compensation 679 232 163Excess tax benefits from share-based compensation (89) (125) (39)Non-cash restructuring, impairment and disposal charges 662 77 9Non-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 14Other (6) 32 (19)Changes in assets and liabilities, net of acquisitions and disposals: Trade accounts receivable, net (491) (187) (70)Inventory 996 62 193Accounts payable 33 29 13Employee compensation and benefits 163 8 20Other current assets and current liabilities (98) 12 261Other long-term assets and long-term liabilities (120) 40 (166)Net cash provided by operating activities 3,411 2,318 1,175Cash flows from investing activities: Acquisitions of businesses, net of cash acquired (10,055) (394) (5,961)Proceeds from sales of businesses 898 650 450Purchases 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 — 35Other (11) — —Net cash used in investing activities (9,840) (241) (5,885)Cash flows from financing activities: Proceeds from term loan borrowings 19,510 — 4,600Proceeds from issuance of convertible senior notes — — 1,000Debt 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 124Capital transactions with General Partner 170 — —Repurchases of ordinary shares — — (12)Excess tax benefits from share-based compensation 89 125 39Other — — (2)Net cash provided by (used in) financing activities 7,651 (1,859) 5,329Net change in cash and cash equivalents 1,222 218 619Cash and cash equivalents at the beginning of period 1,822 1,604 985Cash and cash equivalents at end of period $3,044 $1,822 $1,604Supplemental disclosure of cash flow information: Cash paid for interest $448 $172 $78Cash paid for income taxes, net of refunds $242 $138 $23The accompanying notes are an integral part of these consolidated financial statements.70Table of ContentsBROADCOM CAYMAN L.P.CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL Partnership REUs PartnershipCommon Units Ordinary Shares Retained Earnings AccumulatedOtherComprehensiveLoss Total Units Amount Units Amount Shares Amount (In millions)Balance as of November 3, 2013 — $— — $— 249 $1,587 $1,305 $(6) $2,886Issuance of ordinary shares in connection withequity incentive plans — — — — 5 124 $— — 124Repurchase of ordinary shares — — — — — (12) — — (12)Share-based compensation — — — — — 163 — — 163Excess tax benefits from share-based compensation — — — — — 42 — — 42Cash dividends paid to ordinary shareholders — — — — — — (284) — (284)Convertible debt conversion feature — — — — — 85 — — 85Fair value of partially vested equity awardsassumed in connection with the acquisition ofLSI Corporation — — — — — 20 — — 20Changes in accumulated other comprehensive loss: Actuarial losses and prior service costs associatedwith defined benefit pension plans and post-retirement benefit plans, net of taxes — — — — — — — (44) (44)Net income — — — — — — 263 — 263Balance as of November 2, 2014 — — — — 254 2,009 1,284 (50) 3,243Issuance of ordinary shares in connection withequity incentive plans — — — — 8 241 — — 241Share-based compensation — — — — — 237 — — 237Excess tax benefits from share-based compensation — — — — — 130 — — 130Cash dividends paid to ordinary shareholders — — — — — — (408) — (408)Issuance of ordinary shares upon conversion ofConvertible Notes — — — — 14 (75) — — (75)Fair value of partially vested equity awardsassumed in connection with the acquisition ofEmulex Corporation — — — — — 5 — — 5Changes in accumulated other comprehensive loss: Actuarial losses and prior service costs associatedwith defined benefit pension plans and post-retirement benefit plans, net of taxes — — — — — — — (23) (23)Net income — — — — — — 1,364 1,364Balance as of November 1, 2015 — — — — 276 2,547 2,240 (73) 4,714Issuance of ordinary shares in connection withequity incentive plans — — — — 2 72 — — 72Share-based compensation — — — 633 — 57 — — 690Excess tax benefits from share-based compensation — — — 66 — 23 — — 8971Table of Contents Partnership REUs PartnershipCommon Units Ordinary Shares Retained Earnings AccumulatedOtherComprehensiveLoss Total Units Amount Units Amount Shares Amount Cash dividends paid to ordinary shareholders — — — — — — (122) — (122)Transfer to General Partner — — 278 5,194 (278) (2,699) (2,495) — —Issuance of common partnership units upon theacquisition of Broadcom Corporation — — 112 15,438 — — — — 15,438Issuance of restricted exchangeable partnershipunits upon the acquisition of BroadcomCorporation 23 3,140 — — — — — — 3,140Cash distribution paid to unit holders — (34) — (594) — — — — (628)Capital transactions with General Partner — — — 405 — — — — 405Changes in accumulated other comprehensive loss: Actuarial losses and prior service costs associatedwith defined benefit pension plans and post-retirement benefit plans, net of taxes — — — — — — — (61) (61)Net income (loss) — (122) — (2,116) — — 377 — (1,861)Balance as of October 30, 2016 23 $2,984 390 $19,026 — $— $— $(134) $21,876The accompanying notes are an integral part of these consolidated financial statements.72Table of ContentsBROADCOM LIMITED AND BROADCOM CAYMAN L.P.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS1. Overview and Basis of PresentationOverviewBroadcom Limited, or Broadcom, is a leading designer, developer and global supplier of a broad range of semiconductor devices with a focus oncomplex digital and mixed signal complementary metal oxide semiconductor, or CMOS, based devices and analog III-V based products. We have a history ofinnovation and offer thousands of products that are used in end products such as enterprise and data center networking, home connectivity, set-top boxes,broadband access, telecommunication equipment, smartphones, data center servers and storage systems, factory automation, power generation and alternativeenergy systems, and electronic displays. We have four reportable segments: wired infrastructure, wireless communications, enterprise storage and industrial &other, which align with our principal target markets.Broadcom, a company organized under the laws of the Republic of Singapore, is the successor to Avago Technologies Limited, or Avago. BroadcomCayman L.P., or the Partnership, is an exempted limited partnership formed under the laws of the Cayman Islands in order to effect the business combinationbetween Avago and Broadcom Corporation, a California corporation, or BRCM. On February 1, 2016, pursuant to an Agreement and Plan of Merger dated asof May 28, 2015, or the Broadcom Agreement, Broadcom, Avago, BRCM, the Partnership, and certain other parties completed various transactions, includinga scheme of arrangement under Singapore law between Avago and Broadcom, or the Avago Scheme. Pursuant to the Avago Scheme, all issued ordinary sharesof Avago were exchanged on a one-for-one basis for newly issued ordinary shares of Broadcom. Immediately following the consummation of the AvagoScheme, two subsidiaries of Broadcom merged with and into BRCM with BRCM as the surviving corporation of each such merger, or the Broadcom Merger.Following the Avago Scheme and the Broadcom Merger, or the Broadcom Transaction, each of Avago and BRCM became indirect subsidiaries of Broadcomand the Partnership.Broadcom is the Partnership’s sole General Partner and currently owns a majority interest (by vote and value) in the Partnership represented by commonpartnership units, or Common Units. The balance of the partnership units are held by certain former BRCM shareholders, or the Limited Partners, in the formof restricted exchangeable limited partnership units, or Partnership REUs. As General Partner, Broadcom has the exclusive right, power and authority tomanage, control, administer and operate the business and affairs and to make decisions regarding the undertaking and business of the Partnership inaccordance with the Partnership’s amended and restated exempted limited partnership agreement, or Partnership Agreement, as amended from time to time,and applicable laws. There is no board of directors of the Partnership.The Avago Scheme was accounted for in all periods presented using a carryover basis, similar to a pooling-of-interests, as the transaction was premisedon a non-substantive exchange in order to facilitate the acquisition of BRCM, resulting in the retention of the historical basis of accounting. Under thismethod of accounting, Broadcom and Avago were treated as if they had always been combined for accounting and financial reporting purposes. TheBroadcom Merger is discussed in further detail in Note 3. “Acquisitions.”The Partnership REUs are deemed to be registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, andthe Partnership is subject to the informational requirements of the Exchange Act and the rules and regulations promulgated thereunder.The consolidated financial statements and accompanying notes are being presented in a combined report being filed by two separate registrants:Broadcom and the Partnership. The differences in the consolidated financial statements relate to the noncontrolling interest that represents the outstandingPartnership REUs and transactions between Broadcom and the Partnership, which are accounted for as capital transactions. Refer to Note 9. “Shareholders’Equity” and Note 10. “Partners’ Capital” for additional information.Unless stated otherwise or the context otherwise requires, references to “Broadcom,” “we,” “our” and “us” mean Broadcom Limited and its consolidatedsubsidiaries, including Broadcom Cayman L.P. References to the “Partnership” mean Broadcom Cayman L.P. and its consolidated subsidiaries. Financialinformation and results of operations presented for the periods prior to February 1, 2016 relate to Avago, our predecessor, and relate to Broadcom and thePartnership for the periods after February 1, 2016.Basis of PresentationWe operate on a 52- or 53-week fiscal year ending on the Sunday closest to October 31. Our fiscal year ended October 30, 2016, or fiscal year 2016, wasa 52-week fiscal year. The first quarter of our fiscal year 2016 ended on January 31, 2016, the second quarter ended on May 1, 2016 and the third quarterended on July 31, 2016. Our fiscal year ended November 1, 2015, or fiscal year 2015 and our fiscal year ended November 2, 2014, or fiscal year 2014 werealso 52-week fiscal years.73Table of ContentsAs a result of Broadcom’s controlling interest in the Partnership, we consolidate the financial results of the Partnership and present a noncontrollinginterest for the portion of the Partnership we do not own in our consolidated financial statements. Net loss attributable to noncontrolling interest in theconsolidated statements of operations represents the portion of loss attributable to the economic interest in the Partnership owned by the Limited Partners.The accompanying consolidated financial statements include the results of operations of BRCM and other acquisitions commencing as of theirrespective acquisition dates.2. Summary of Significant Accounting PoliciesOur consolidated financial statements include the accounts of Broadcom and the Partnership, respectively, and their subsidiaries. All intercompanybalances and transactions have been eliminated in consolidation.Foreign currency remeasurement. We operate in a U.S. dollar functional currency environment. As such, foreign currency assets and liabilities areremeasured into U.S. dollars at current exchange rates except for non-monetary items such as inventory and property, plant and equipment, which areremeasured at historical exchange rates. The effects of foreign currency remeasurement were not material for any period presented.Use of estimates. The preparation of financial statements in conformity with generally accepted accounting principles in the United States, or GAAP,requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets andliabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differfrom those estimates, and such differences could affect the results of operations reported in future periods.Cash and cash equivalents and short-term investments. We consider all highly liquid investment securities with original or remaining maturities ofthree months or less at the date of purchase to be cash equivalents. We determine the appropriate classification of our cash and cash equivalents at the time ofpurchase.Trade accounts receivable, net. Trade accounts receivable are recognized at the invoiced amount and do not bear interest. Accounts receivable arereduced by an allowance for doubtful accounts, which is our best estimate of the amount of probable credit losses in our existing accounts receivable. Wedetermine the allowance based on customer-specific experience and the aging of such receivables, among other factors. Allowances for doubtful accountswere $9 million and $3 million as of October 30, 2016 and November 1, 2015, respectively. Accounts receivable are also recognized net of sales returns anddistributor credit allowances. These amounts are recognized when it is both probable and estimable that discounts will be granted or products will bereturned. Allowances for sales returns and distributor credit allowances at October 30, 2016 and November 1, 2015 were $283 million and $72 million,respectively.Concentrations of credit risk and significant customers. Our cash, cash equivalents and accounts receivable are potentially subject to concentration ofcredit risk. Cash and cash equivalents may be redeemable upon demand and are maintained with several financial institutions that management believes areof high credit quality and therefore bear minimal credit risk. We seek to mitigate our credit risks by spreading such risks across multiple counterparties andmonitoring the risk profile of these counterparties. Our accounts receivable are derived from revenue earned from customers located both within and outsidethe U.S. We mitigate collection risks from our customers by performing regular credit evaluations of our customers’ financial conditions, and requirecollateral, such as letters of credit and bank guarantees, in certain circumstances.Concentration of other risks. The semiconductor industry is characterized by rapid technological change, competitive pricing pressures and cyclicalmarket patterns. Our financial results are affected by a wide variety of factors, including general economic conditions worldwide, economic conditionsspecific to the semiconductor industry, timely implementation of new manufacturing technologies, ability to safeguard patents and other intellectualproperty in a rapidly evolving market and reliance on assembly and test subcontractors, third-party wafer fabricators and independent distributors. Inaddition, the semiconductor market has historically been cyclical and subject to significant economic downturns at various times. We are exposed to the riskof obsolescence of our inventory depending on the mix of future business.Inventory. We value our inventory at the lower of the actual cost of the inventory or the current estimated market value of the inventory, with costbeing determined under the first-in, first-out method. We record a provision for excess and obsolete inventory based primarily on our forecast of productdemand and production requirements. The excess balance determined by this analysis becomes the basis for our excess inventory charge and the written-down value of the inventory becomes its new cost basis.Retirement benefits. Post-retirement benefit plan assets and liabilities are estimates of benefits that we expect to pay to eligible retirees. We considervarious factors in determining the value of our post-retirement net assets, including the number of employees that we expect to receive benefits and otheractuarial assumptions.74Table of ContentsFor defined benefit pension plans, we consider various factors in determining our respective pension liabilities and net periodic benefit costs, includingthe number of employees that we expect to receive benefits, their salary levels and years of service, the expected return on plan assets, the discount rate, thetiming of the payment of benefits, and other actuarial assumptions. If the actual results and events of the pension plans differ from our current assumptions,the benefit obligations may be over- or under-valued.The key benefit plan assumptions are the discount rate and the expected rate of return on plan assets. The assumptions discussed below are for the U.S.retirement benefit plans. For the non-U.S. plans, we chose assumptions specific to each country.The U.S. discount rates are based on the results of matching expected plan benefit payments with cash flows from a hypothetical yield curve constructedwith high-quality corporate bond yields. We base the salary increase assumptions on historical experience and future expectations. In developing theexpected rate of return, we consider long-term compound annualized returns based on historical market data, historical and expected returns on the variouscategories of plan assets, and the target investment portfolio allocation among debt, equity securities and other investments.Derivative instruments. We are subject to foreign currency risks for transactions denominated in foreign currencies, primarily the Singapore Dollar,Malaysian Ringgit, Euro, Japanese Yen and Indian Rupee. Therefore, we enter into foreign exchange forward contracts to manage financial exposuresresulting from the changes in the exchange rates of these foreign currencies. These contracts are designated at inception as hedges of the related foreigncurrency exposures, which include committed and forecasted revenue and expense transactions that are denominated in currencies other than the functionalcurrency of the subsidiary which has the exposure. We exclude time value from the measurement of effectiveness. To achieve hedge accounting, contractsmust reduce the foreign currency exchange rate risk otherwise inherent in the amount and duration of the hedged exposures and comply with established riskmanagement policies; our hedging contracts generally mature within three months. We do not use derivative financial instruments for speculative or tradingpurposes.We designate our forward contracts as either cash flow or fair value hedges. All derivatives are recognized on the consolidated balance sheets at theirfair values based on Level 2 inputs as defined in the fair value hierarchy. The accounting for gains and losses resulting from changes in fair value depends onthe use of the derivative and whether it is designated and qualifies for hedge accounting. For derivative instruments that are designated and qualify as fairvalue hedges, changes in value of the instruments are recognized in income in the current period. Such hedges are recognized in net income (loss) and areoffset by the changes in fair value of the underlying assets or liabilities being hedged. For derivative instruments that are designated and qualify as cash flowhedges, changes in the value of the effective portion of the derivative instrument are recognized in accumulated other comprehensive income (loss), acomponent of shareholders’ equity. These amounts are then reclassified and recognized in net income (loss) when either the forecasted transaction occurs or itbecomes probable the forecasted transaction will not occur. Changes in the fair value of the ineffective portion of derivative instruments are recognized in netincome (loss) in the current period, which have not been material to date. Changes in the value of derivative instruments not designated as hedges arerecognized in other income, net, in our consolidated statements of operations.Property, plant and equipment. Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Additions,improvements and major renewals are capitalized, and maintenance, repairs and minor renewals are expensed as incurred. Assets are held in construction inprogress until placed in service, upon which date, we begin to depreciate these assets. When assets are retired or disposed of, the assets and relatedaccumulated depreciation and amortization are removed from our property, plant and equipment balances and the resulting gain or loss is reflected in theconsolidated statements of operations. Buildings and leasehold improvements are generally depreciated over 15 to 40 years, or over the lease period,whichever is shorter, and machinery and equipment are generally depreciated over three to ten years. We use the straight-line method of depreciation for allproperty, plant and equipment.Fair value measurement. Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderlytransaction between market participants at the measurement date. A three level hierarchy is applied to prioritize the inputs to valuation techniques used tomeasure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1measurements) and the lowest priority to unobservable inputs (Level 3 measurements).The three levels of the fair value hierarchy under the guidance for fair value measurements are described below:Level 1 — Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability toaccess at the measurement date. Our Level 1 assets include cash equivalents, banker's acceptances, trading securities investments and investment funds (i.e.,deferred compensation plan assets). We measure trading securities investments and investment funds at quoted market prices as they are traded in an activemarket with sufficient volume and frequency of transactions.75Table of ContentsLevel 2 — Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly orindirectly. If the asset or liability has a specified contractual term, a Level 2 input must be observable for substantially the full term of the asset or liability.Level 3 — Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at themeasurement date. Level 3 assets and liabilities include cost method investments, goodwill, amortizable intangible assets, and property, plant andequipment, which are measured at fair value using a discounted cash flow approach when they are impaired. Quantitative information for Level 3 assets andliabilities reviewed at each reporting period includes indicators of significant deterioration in the earnings performance, credit rating, asset quality, businessprospects of the investee, and financial indicators of the investee's ability to continue as a going concern.Business combinations. We account for business combinations under the acquisition method of accounting, which requires us to recognize separatelyfrom goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. While we use our best estimates and assumptions toaccurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates areinherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we recordadjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or finaldetermination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recognized in our consolidatedstatements of operations.Accounting for business combinations requires our management to make significant estimates and assumptions, especially at the acquisition dateincluding our estimates for intangible assets, contractual obligations assumed, restructuring liabilities, pre-acquisition contingencies, and contingentconsideration, where applicable. Although we believe the assumptions and estimates we have made in the past have been reasonable and appropriate, theyare based, in part, on historical experience and information obtained from the management of the acquired companies and are inherently uncertain. Criticalestimates in valuing certain of the intangible assets we have acquired include future expected cash flows from product sales, customer contracts and acquiredtechnologies, expected costs to develop in-process research and development into commercially viable products, and estimated cash flows from the projectswhen completed and discount rates. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions,estimates or actual results.Goodwill. Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangibleassets of businesses acquired. Goodwill is not amortized but is reviewed annually (or more frequently if impairment indicators arise) for impairment. Toreview for impairment we first assess qualitative factors to determine whether events or circumstances lead to a determination that it is more likely than notthat the fair value of any of our reporting units is less than its carrying amount. Our qualitative assessment of the recoverability of goodwill, whetherperformed annually or based on specific events or circumstances, considers various macroeconomic, industry-specific and company-specific factors. Thosefactors include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions, including exiting an activity in conjunction withrestructuring of operations; (iii) current, historical or projected deterioration of our financial performance; or (iv) a sustained decrease in our marketcapitalization below our net book value. After assessing the totality of events and circumstances, if we determine that it is not more likely than not that thefair value of any of our reporting units is less than its carrying amount, no further assessment is performed. If we determine that it is more likely than not thatthe fair value of any of our reporting units is less than its carrying amount, we calculate the fair value of that reporting unit and compare the fair value to thereporting unit’s net book value. If the fair value of the reporting unit is greater than its net book value, there is no impairment. Otherwise, we calculate theimplied fair value of goodwill by deducting the fair value of all tangible and intangible assets, excluding goodwill, of the reporting unit from the fair value ofthe reporting unit. The implied fair value of goodwill is compared to the carrying value of goodwill. If the implied fair value of goodwill is less than thecarrying value of goodwill, an impairment loss is recognized equal to the difference.Long-lived assets. Purchased finite-lived intangible assets are carried at cost less accumulated amortization. Amortization is recognized over the periodsduring which the intangible assets are expected to contribute to our cash flows. Purchased in-process research and development, or IPR&D, projects arecapitalized at fair value as an indefinite lived intangible asset and assessed for impairment thereafter. Upon completion of each underlying project, IPR&Dassets are reclassified as an amortizable purchased intangible asset and amortized over their estimated useful lives. If an IPR&D project is abandoned, werecognize the carrying value of the related intangible asset in our consolidated statements of operations in the period it is abandoned. On a quarterly basis, wemonitor factors and changes in circumstances that could indicate carrying amounts of long-lived assets, including purchased intangible assets, and property,plant and equipment, may not be recoverable. Factors we consider important which could trigger an impairment review include (i) significant under-performance relative to historical or projected future operating results, (ii) significant changes in the manner of our use of the acquired assets or the strategyfor our overall business, and (iii) significant negative industry or economic trends. An impairment loss must be measured if the sum of the expected futurecash flows (undiscounted and before interest) from the use and eventual disposition of the asset (or asset76Table of Contentsgroup) is less than the net book value of the asset (or asset group). The amount of the impairment loss will generally be measured as the difference betweenthe net book value of the asset (or asset group) and the estimated fair value.Warranty. We accrue for the estimated costs of product warranties at the time revenue is recognized. Product warranty costs are estimated based uponour historical experience and specific identification of the products requirements, which may fluctuate based on product mix. Additionally, we accrue forwarranty costs associated with occasional or unanticipated product quality issues if a loss is probable and can be reasonably estimated.Revenue recognition. We recognize revenue related to sales of our products, net of trade discounts and allowances, provided that (i) persuasiveevidence of an arrangement exists, (ii) delivery has occurred and title and risk of loss have transferred, (iii) the price is fixed or determinable and(iv) collectibility is reasonably assured. Delivery is considered to have occurred when title and risk of loss have transferred to the customer. We consider theprice to be determinable when the price is not subject to refund or adjustments or when any such adjustments can be estimated. We evaluate thecreditworthiness of our customers to determine that appropriate credit limits are established prior to the acceptance of an order. Revenue, including sales toresellers and distributors, is reduced for estimated returns and distributor allowances. We recognize revenue from sales of our products to distributors upondelivery of product to the distributors. An allowance for distributor credits covering price adjustments is made based on our estimate of historical experiencerates as well as considering economic conditions and contractual terms. To date, actual distributor claims activity has been materially consistent with theprovisions we have made based on our historical estimates. We also record reductions of revenue for rebates, in the same period that the related revenue isrecorded. We accrue 100% of potential rebates at the time of sale and do not apply a breakage factor. We reverse the accrual of unclaimed rebate amounts asspecific rebate programs contractually end and when we believe unclaimed rebates are no longer subject to payment and will not be paid. Thus, the reversalof unclaimed rebates may have a positive impact on our net revenue and results of operations in subsequent periods.We enter into development agreements with some of our customers and recognize revenue from these agreements upon completion and acceptance bythe customer of contract deliverables or as services are provided, depending on the terms of the arrangement. Revenue is deferred for any amounts billed orreceived prior to completion or delivery of services. As we retain the intellectual property generated from these development agreements, costs related tothese arrangements are included in research and development expense.We recognize revenue from the sales and licensing of our intellectual property when the following fundamental criteria are met: (i) persuasive evidenceof an arrangement exists, (ii) delivery has occurred, (iii) the sales price is fixed or determinable, and (iv) collection of resulting receivables is reasonablyassured. Revenue from upfront payments for the licensing of our patents is recognized when the arrangement is mutually signed, if there is no future deliveryor future performance obligation and all other criteria are met. Revenue from guaranteed royalty streams are recognized when paid, or collection is reasonablyassured and all other criteria are met. When patent licensing arrangements include royalties for future sales of the licensees’ products using our licensedpatented technology, revenue is recognized when the royalty report is received from the licensee, at which time the sales price is determinable, provided thatall other criteria have been met.Research and development. Research and development expense consists primarily of personnel costs for our engineers and third parties engaged in thedesign and development of our products, software and technologies, including salary, bonus and share-based compensation expense, project material costs,services and depreciation. Such costs are charged to research and development expense as they are incurred.Share-based compensation expense. We recognize compensation expense for time-based share options and employee share purchase plan rights basedon the estimated grant-date fair value method required under the applicable authoritative guidance using the Black-Scholes valuation model with a straight-line amortization method. We recognize compensation expense for time-based restricted share units, or RSUs, using the straight-line amortization methodbased on the fair value of RSUs on the date of grant. The fair value of RSUs is the closing market price of Broadcom ordinary shares on the date of grant,reduced by the present value of dividends expected to be paid on Broadcom ordinary shares prior to vesting.Certain equity awards granted included both service and market conditions. The fair value of market-based awards was estimated on the date of grantusing the Monte Carlo simulation technique. Assumptions utilized in the Monte Carlo simulation model follow the same methodology as our time-basedoption awards. Compensation expense for market-based awards is amortized based upon a graded vesting method over the service period.Since the applicable authoritative guidance requires share-based compensation expense to be based on awards that are ultimately expected to vest,estimated share-based compensation expense for such awards has been reduced for estimated forfeitures. Changes in the estimated forfeiture rates can have asignificant effect on share-based compensation expense since the effect of adjusting the rate is recognized in the period the forfeiture estimate is changed.We recognize a benefit from share-based compensation in shareholders' equity if an incremental tax benefit is realized by following the orderingprovisions of the tax law.77Table of ContentsShipping and handling costs. Our shipping and handling costs charged to customers are included in net revenue and the associated expense isincluded in cost of products sold in the consolidated statements of operations for all periods presented.Advertising. Advertising costs are expensed as incurred and included within selling, general and administrative expense. Advertising costs were notmaterial for fiscal years 2016, 2015 or 2014.Litigation and settlement cost. We are involved in legal actions and other matters arising in our recent business acquisitions and in the normal course ofbusiness. We recognize an estimated loss contingency when the outcome is probable prior to issuance of the consolidated financial statements and we areable to reasonably estimate the amount or range of any possible loss.Taxes on income. We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilitiesfor the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assetsand liabilities are determined based on the differences between the consolidated financial statements and tax bases of assets and liabilities using enacted taxrates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities isrecognized in income in the period that includes the enactment date.We recognize net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, weconsider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planningstrategies and recent financial operations. If we determine that we are able to realize our deferred income tax assets in the future in excess of their net carryingvalues, we adjust the valuation allowance and reduce the provision for income taxes. Likewise, if we determine that we are not be able to realize all or part ofour net deferred tax assets, we increase the provision for income taxes in the period such determination is made.We account for uncertainty in income taxes in accordance with the applicable accounting guidance on income taxes. This guidance provides that a taxbenefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, includingresolutions of any related appeals or litigation processes, based on the technical merits.Earnings per share. Basic net income (loss) per share is computed by dividing net income (loss) attributable to ordinary shares by the weighted-averagenumber of Broadcom ordinary shares outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss)attributable to ordinary shares and, if the Partnership REUs are dilutive, net income (loss) attributable to noncontrolling interest by the weighted-averagenumber of Broadcom ordinary shares and potentially dilutive share equivalents outstanding during the period. Diluted shares outstanding include thedilutive effect of in-the-money share options, RSUs and employee share purchase rights under the Amended and Restated Broadcom Limited Employee SharePurchase Plan, or ESPP (together referred to as equity awards) and the 2.0% Convertible Senior Notes due 2021 issued by Avago, or the Convertible Notes.The dilutive effect of equity awards is calculated based on the average share price for each fiscal period, using the treasury stock method. Under thetreasury stock method, the amount the employee must pay for exercising share options and to purchase shares under the ESPP, the amount of compensationcost for future service that we have not yet recognized, and the amount of tax benefits that would be recognized when equity awards become deductible forincome tax purposes are collectively assumed to be used to repurchase ordinary shares.The dilutive effect of the Convertible Notes was calculated using the treasury stock method based on our assumption that the Convertible Notes wouldbe settled in cash. The treasury stock method assumed that the carrying value of the Convertible Notes represented proceeds, since settlement of theConvertible Notes tendered for conversion could be settled with cash, ordinary shares or a combination of both at our option.The dilutive effect of the Partnership REUs is calculated using the if-converted method. The if-converted method assumes that the Partnership REUswere converted at the beginning of the reporting period.Reclassifications. Certain reclassifications have been made to the prior period consolidated balance sheet and consolidated statements of cash flows.These reclassifications have no impact on the previously reported net assets or net cash activities.Recently Adopted Accounting GuidanceIn November 2015, the Financial Accounting Standards Board, or FASB, issued guidance that simplifies the presentation of deferred tax assets andliabilities in a classified balance sheet. This guidance eliminates the requirement to present deferred tax assets and liabilities as current and non-current in aclassified balance sheet. Instead, all deferred tax assets and liabilities are classified as non-current. We adopted this guidance during the first quarter of fiscalyear 2016 on a prospective basis. The adoption resulted in $116 million of net current deferred tax assets being reclassified from other current assets to otherlong-term assets on our January 31, 2016 condensed consolidated balance sheet.78Table of ContentsIn April 2015, the FASB amended the guidance related to the financial statement presentation of debt issuance costs. The guidance requires certain debtissuance costs to be presented on the balance sheet as a direct reduction to the carrying amount of debt, consistent with debt discounts or premiums. InAugust 2015, the FASB further clarified that entities are permitted to defer and present debt issuance costs related to line-of-credit arrangements as assets. Weearly-adopted this guidance during the fiscal quarter ended May 1, 2016, and applied its provisions retrospectively, as required. The adoption resulted in $13million of other current assets and $64 million of other long-term assets being reclassified to long-term debt on our consolidated balance sheet as ofNovember 1, 2015.In May 2015, the FASB amended the guidance related to the fair value hierarchy. This guidance removes the requirement to categorize within the fairvalue hierarchy all investments for which fair value is measured using the net asset value, or NAV, per share practical expedient. In addition, this guidanceeliminates the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the NAV pershare practical expedient, and instead limits the disclosure to those investments for which the entity has elected to measure fair value usingthe NAV practical expedient. We early adopted this guidance on a retrospective basis in fiscal year 2016. The adoption of this authoritative guidancechanged the presentation of our disclosures for applicable investments in Note 7. “Retirement Plans and Post-Retirement Benefits.”Recent Accounting Guidance Not Yet AdoptedIn October 2016, the FASB issued updated guidance related to the recognition of income tax consequences of an intra-entity transfer of an asset otherthan inventory. This guidance will be effective for the first quarter of our fiscal year 2018; however, early adoption is permitted. The adoption of thisguidance will increase our income tax provision for periods in which we perform intra-entity transfers.In August 2016, the FASB issued guidance related to the classification of certain transactions on the statement of cash flows. This guidance will beeffective for the first quarter of our fiscal year 2019; however, early adoption is permitted. We will present our statement of cash flows in accordance with thisguidance for transactions occurring subsequent to adoption.In March 2016, the FASB issued guidance that involves several aspects of the accounting for share-based payment transactions, including the incometax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This guidance will be effective forthe first quarter of our fiscal year 2018; however, early adoption is permitted. We are currently planning to early adopt this guidance in the first quarter offiscal year 2017 and we are evaluating the impact that this guidance will have on our consolidated financial statements.In February 2016, the FASB issued guidance related to the accounting for leases, which among other things, requires a lessee to recognize lease assetsand lease liabilities on the balance sheet for operating leases. This guidance will be effective for the first quarter of our fiscal year 2020. The new guidance isrequired to be applied using a modified retrospective approach. We are currently evaluating the impact that this guidance will have on our consolidatedfinancial statements.In September 2015, the FASB issued guidance which eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Acquirers must recognize measurement-period adjustments during the period of resolution, including the effect onearnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. The guidance will beeffective for the first quarter of our fiscal year 2017. We are currently evaluating the impact that this guidance will have on our consolidated financialstatements.In August 2015, the FASB deferred the effective date of the guidance that outlines a single comprehensive model for entities to use in accounting forrevenue arising from contracts with customers and supersedes most current revenue recognition guidance. This guidance will be effective for the first quarterof our fiscal year 2019. Early adoption is permitted, but not before the first quarter of our fiscal year 2018. The new guidance is required to be appliedretrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initialapplication. In addition, in 2016, the FASB issued amendments to clarify the implementation guidance for principal versus agent considerations, identifyingperformance obligations and the accounting for licenses of intellectual property, and narrow-scope improvements and practical expedients. We have not yetselected a transition method and are currently evaluating the impact of this guidance on our consolidated financial statements.In April 2015, the FASB issued guidance to determine whether a cloud computing arrangement includes software. If a cloud computing arrangementincludes software, the customer should account for the software element of the arrangement consistent with the acquisition of other software licenses. If acloud computing arrangement does not include software, the customer should account for the arrangement as a service contract. The new guidance does notchange the customer’s accounting for service contracts. This guidance will be effective for us in the first quarter of our fiscal year 2017 and will be applied ona prospective basis for all arrangements entered into or materially modified after the effective date. Upon adoption, cash paid for cloud computingarrangements that include software will be classified as an investing activity on our statement of cash flows.79Table of Contents3. AcquisitionsAcquisition of Broadcom CorporationThe Broadcom Merger closed on February 1, 2016, or the Acquisition Date, pursuant to the terms of the Broadcom Agreement. The aggregateconsideration for the Broadcom Merger, which consisted of both cash and equity consideration, was approximately $28,758 million, net of cash acquired.We funded the cash portion of the Broadcom Merger with the net proceeds from the issuance of the 2016 Term Loans, as defined and discussed infurther detail in Note 8. “Borrowings,” as well as cash on hand of the combined companies.BRCM was a leader in semiconductor solutions for wired and wireless communications and provided a broad portfolio of highly-integrated system-on-a-chip solutions that seamlessly deliver voice, video, data and multimedia connectivity in the home, office and mobile environments. We acquired BRCM toposition us as a global diversified leader in wired and wireless communication semiconductors and to deepen our broad portfolios, and to enable us to betteraddress the evolving needs of customers across the wired and wireless end markets.The aggregate consideration for the Broadcom Merger, net of cash acquired, consisted of the following (in millions):Cash for outstanding BRCM common stock $16,798Fair value of Broadcom ordinary shares issued for outstanding BRCM common stock 15,438Fair value of Partnership REUs issued for outstanding BRCM common stock 3,140Fair value of partially vested assumed restricted stock unit awards 182Cash for vested BRCM equity awards 137Effective settlement of pre-existing relationships 11Total purchase consideration 35,706Less: cash acquired 6,948Total purchase consideration, net of cash acquired $28,758Broadcom issued 112 million ordinary shares and the Partnership issued 23 million Partnership REUs, all of which are valued and presented in theabove table, to former BRCM shareholders in the Broadcom Merger. Broadcom also assumed unvested RSUs originally granted by BRCM and convertedthem into 6 million of Broadcom RSUs. The portion of the fair value of partially vested assumed RSUs associated with prior service of BRCM employeesrepresented a component of the total consideration, as presented above, and was valued based on Broadcom’s ordinary share price as of the Acquisition Date.We allocated the purchase price to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The fair value ofidentifiable intangible assets acquired was based on estimates and assumptions made by management at the time of acquisition. During the fourth quarter offiscal year 2016, we made adjustments to certain tax balances, resulting in a $52 million decrease in goodwill. As additional information becomes available,such as finalization of the estimated fair value of tax related items, we may further revise our preliminary purchase price allocation during the remainder ofthe measurement period (which will not exceed 12 months from the Acquisition Date). Any such revisions or changes may be material as we finalize the fairvalues of the tangible and intangible assets acquired and liabilities assumed.80Table of ContentsOur preliminary allocation of the total purchase price, net of cash acquired, is as follows (in millions): Estimated Fair ValueTrade accounts receivable $669Inventory 1,853Assets held-for-sale 833Other current assets 194Property, plant and equipment 889Goodwill 23,024Intangible assets 14,808Other long-term assets 121Total assets acquired 42,391Accounts 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 $28,758Goodwill was primarily attributable to the assembled workforce, anticipated synergies and economies of scale expected from the operations of thecombined company. The synergies include certain cost savings, operating efficiencies, and other strategic benefits projected to be achieved as a result of theBroadcom Merger. Goodwill is not expected to be deductible for tax purposes.The assets held-for-sale represented those BRCM businesses that were not aligned with our strategic objectives. The sales of these businesses arediscussed in Note 4. “Supplemental Financial Information.”Our results of continuing operations for fiscal year 2016 include $6,993 million of net revenue attributable to BRCM. It is impracticable to determinethe effect on net income attributable to BRCM for fiscal year 2016 as we immediately integrated BRCM into our ongoing operations. Transaction costsof $42 million incurred in connection with the Broadcom Merger are included in selling, general and administrative expense in the consolidated statementsof operations for fiscal year 2016.Intangible AssetsIdentified intangible assets and their respective useful lives were as follows: Fair Value(In millions) Weighted-AverageAmortization Periods(In years)Developed technology $9,010 6Customer contracts and related relationships 2,703 2Order backlog 750 < 1Trade name 350 17Other 45 16Total identified finite-lived intangible assets 12,858 In-process research and development 1,950 N/ATotal 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 Developed technology relates to products for wired and wireless communication applications. We valued the developed technology using the multi-period excess earnings method under the income approach. This method reflects the present value of the projected cash flows that are expected to begenerated by the developed technology less charges representing the81Table of Contentscontribution of other assets to those cash flows. The economic useful life was determined based on the technology cycle related to each developedtechnology, as well as the cash flows over the forecast period.Customer contracts and related relationships represent the fair value of future projected revenue that will be derived from sales of products to existingcustomers of BRCM. Customer contracts and related relationships were valued using the with-and-without-method under the income approach. In thismethod, the fair value was measured by the difference between the present values of the cash flows with and without the existing customers in place over theperiod of time necessary to reacquire the customers. The economic useful life was determined based on historical customer turnover rates.Order backlog represents business under existing contractual obligations as of the Acquisition Date. The fair value of backlog was determined using themulti-period excess earnings method under the income approach based on expected operating cash flows from future contractual revenue. The economicuseful life was determined based on the expected life of the backlog and the cash flows over the forecast period.Trade name relates to the “Broadcom” trade name. The fair value was determined by applying the relief-from-royalty method under the incomeapproach. This valuation method is based on the application of a royalty rate to forecasted revenue under the trade name. The economic useful life wasdetermined based on the expected life of the trade name and the cash flows anticipated over the forecasted periods.The fair value of IPR&D was determined using the multi-period excess earnings method under the income approach. This method reflects the presentvalue of the projected cash flows that are expected to be generated by the IPR&D, less charges representing the contribution of other assets to those cashflows.We believe the amounts of purchased intangible assets recorded above represent the fair values of, and approximate the amounts a market participantwould pay for, these intangible assets as of the Acquisition Date.The following table summarizes the details of IPR&D by category as of the Acquisition Date ($ in millions):Description IPR&D Percentage ofCompletion Estimated Cost toComplete Expected Release Date(by fiscal year)Set-top box solutions $90 56% $90 2016 - 2017Broadband carrier access solutions $390 34% $376 2016 - 2018Carrier switch solutions $270 51% $255 2016 - 2019Compute and connectivity solutions $170 61% $136 2016 - 2018Physical layer product solutions $190 51% $71 2016 - 2019Wireless connectivity combo solutions $770 57% $364 2016 - 2018Touch controllers $70 39% $21 2016 - 2017Discount rates of 14% and 16% were applied to the projected cash flows to reflect the risk related to these wired and wireless IPR&D projects,respectively. These discount rates represent a premium of 2% over the respective wired and wireless weighted-average cost of capital to reflect the higher riskand uncertainty of the cash flows for IPR&D relative to the overall businesses.Subsequent to the Acquisition Date, $411 million of acquired IPR&D was written-off to restructuring, impairment and disposal charges, as we will nolonger develop and invest in these projects. The majority of these abandoned IPR&D projects were included in the wireless connectivity combo andbroadband carrier access solutions above.Unaudited Pro Forma InformationThe following unaudited pro forma financial information presents combined results of operations for each of the periods presented, as if BRCM had beenacquired as of the beginning of fiscal year 2015. The unaudited pro forma financial information for fiscal years 2016 and 2015 combined the historical resultsof Avago for the fiscal quarter ended January 31, 2016 and the fiscal year ended November 1, 2015 and the historical results of BRCM for the three monthsended December 31, 2015 and the twelve months ended September 30, 2015, representing BRCM’s previous reporting periods prior to the Acquisition Date,and the historical results of Broadcom for the fiscal quarters ended May 1, 2016, July 31, 2016 and October 30, 2016. The pro forma information includesadjustments to amortization and depreciation for intangible assets and property, plant and equipment acquired, adjustments to share-based compensationexpense, the purchase accounting effect on inventory acquired, interest expense for the additional indebtedness incurred to complete the acquisition,restructuring charges in connection with the acquisition and transaction costs. For fiscal year 2015, non-recurring pro forma adjustments directly attributableto the Broadcom Merger included (i) the purchase accounting effect of inventory acquired of $1,185 million, (ii) the write-off of debt issuance costs of $141million in connection with the repayment of certain borrowings, (iii) acquisition costs of $60 million and (iv) BRCM interest expense of $34 million. The proforma data are for informational purposes only and are82Table of Contentsnot necessarily indicative of the consolidated results of operations of the combined business had the acquisition actually occurred at the beginning of fiscalyear 2015 or of the results of future operations of the combined business. Consequently, actual results will differ from the unaudited pro forma informationpresented below (in millions, except for per share amounts): Fiscal Year 2016 2015Pro forma net revenue $15,281 $15,296Pro 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)Other AcquisitionsWe completed additional acquisitions in 2016, 2015 and 2014 to enhance our competitive positions. In addition to BRCM, we completed threeimmaterial acquisitions in 2016. On May 5, 2015, we acquired Emulex Corporation, or Emulex, a leader in network connectivity, monitoring andmanagement. We acquired Emulex to broaden our portfolios to better serve the enterprise storage end market. On May 6, 2014, we acquired LSI Corporation,or LSI, a company that provides high-performance storage and networking semiconductors used in hard disk drives, solid state drives, communicationsystems, computer servers, storage systems and personal computers. We acquired LSI to enhance our competitive position in the enterprise storage market toexpand Broadcom's product offerings and to provide us with system-level expertise in the wired infrastructure market. On August 12, 2014, we acquired PLXTechnology, Inc. or PLX, a provider of peripheral component interconnect express, or PCIe, semiconductor and software connectivity solutions. We acquiredPLX to broaden our portfolio to better serve the enterprise storage and networking end markets.The consolidated financial statements include the results of operations of Emulex, LSI, PLX and other acquisitions commencing as of their respectiveacquisition dates.Total consideration for each the acquisitions consisted of the following (in millions): Fiscal Year of Acquisition 2015 2014 2014 Emulex LSI PLXCash paid to stockholders $582 $6,344 $299Cash paid for options and restricted stock units — 154 9Fair value of partially vested assumed equity awards 5 20 —Total purchase price 587 6,518 308Less: cash acquired 188 854 11Total purchase price, net of cash acquired $399 $5,664 $297In connection with the LSI and Emulex acquisitions, we assumed stock options and RSUs, originally granted by LSI and Emulex, and converted theminto Avago share options and RSUs. The portion of the fair value of partially vested equity awards associated with prior service of acquired employeesrepresents a component of the total consideration, as presented above. Stock options assumed were valued using the Black-Scholes option pricing modelbased on the exercise behavior of Avago's employees. RSUs were valued based on Avago’s share price as of the acquisition dates.Acquisition related transaction costs such as legal, accounting and other related expense were presented primarily as a component of selling, generaland administrative expense in our consolidated statements of operations. During fiscal years 2015 and 2014, we incurred $26 million and $35 million,respectively, in transaction costs related to acquisitions.Our results of continuing operations for fiscal year 2015 include $181 million of net revenue attributable to Emulex after May 5, 2015 and our results ofcontinuing operations for fiscal year 2014 include $1,050 million of net revenue attributable to LSI after May 6, 2014. It is impracticable to determine theeffect on net income resulting from these acquisitions, as we immediately integrated these acquisitions into our ongoing operations.For each of our acquisitions below, the allocation of the purchase price to tangible and identified intangible assets acquired was based on similarallocation and valuation methodologies as the BRCM acquisition. Goodwill was primarily attributable to the assembled workforce, anticipated synergies andeconomies of scale expected from the operations of the combined companies. The synergies include certain cost savings, operating efficiencies, and otherstrategic benefits projected to be achieved as a result of these acquisitions. Goodwill is not expected to be deductible for tax purposes.83Table of ContentsOur allocation of the purchase price for each of these acquisitions, net of cash acquired, is as follows (in millions): Fiscal Year of Acquisition 2015 2014 2014 Emulex LSI PLXTrade accounts receivable $50 $282 $12Inventory 61 372 25Assets held-for-sale 83 450 26Other current assets 7 174 4Property, plant and equipment 28 260 7Goodwill 83 1,220 75Intangible assets 388 3,865 191Other long-term assets 14 178 —Total assets acquired 714 6,801 340Accounts 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 $297The assets held-for-sale represented businesses that were not aligned with our strategic objectives. The sales of these businesses are discussed in Note 4.“Supplemental Financial Information.”Intangible AssetsIdentified intangible assets acquired consisted of the following (in millions): Fiscal Year of Acquisition 2015 2014 2014 Estimated UsefulLives Emulex LSI PLX (In years)Developed technology $227 $1,961 $118 4-10Customer relationships 131 1,415 39 8-10Order backlog 5 106 — <1Trade names 10 178 5 5-8Other — 13 — 3-8Total identified finite-lived intangible assets 373 3,673 162 In-process research and development 15 192 29 Total identified intangible assets $388 $3,865 $191 84Table of ContentsThe following table summarizes the details of the IPR&D projects by acquisition ($ in millions):Acquisition Description IPR&D Discount Rate Percentage ofCompletion Estimated Cost toComplete ExpectedRelease Date(By fiscal year)Emulex Fibre Channel product $7 24% 33% $26 2016Emulex Ethernet product $8 26% 48% $7 2015LSI Serial attached small computer system interfacecontrollers for enterprise storage systems $97 15% 17% $251 2016LSI High speed mix signal transceivers for enterprise andclient hard disk drives storage systems - Gen2 andGen3 $18 15% 63% and25% $34 2015 and2017PLX ExpressFabric platform for PCIe solid state drivesand extension of PCIe use $29 21% 70% $5 2015In addition, $71 million of IPR&D was sold to Intel in connection with the sale of the LSI Axxia networking business, or Axxia, in November 2014.Unaudited Pro Forma InformationThe following unaudited pro forma financial information presents combined results of operations for fiscal year 2014 as if LSI had been acquired as of thebeginning of fiscal year 2013. The pro forma information excludes the results of operations of LSI's Flash business and Axxia and includes adjustments toamortization and depreciation for intangible assets and property, plant and equipment acquired, adjustments to share-based compensation expense andinterest expense for the additional indebtedness incurred to complete the acquisition, restructuring charges in connection with the acquisition andtransaction costs. The pro forma data are for informational purposes only and are not necessarily indicative of the consolidated results of operations of thecombined business had the acquisitions actually occurred at the beginning of fiscal year 2013 or of the results of future operations of the combined business.Consequently, actual results differ from the unaudited pro forma information presented below (in millions, except for per share amounts): Fiscal Year 2014Pro forma net revenue $5,277Pro forma income from continuing operations $533Pro forma income per share attributable to Broadcom - basic $2.12Pro forma income per share attributable to Broadcom - diluted $1.95Pending Acquisition of Brocade Communications Systems, Inc.On November 2, 2016, we entered into an Agreement and Plan of Merger, or Brocade Agreement, by and among Broadcom, BRCM, BrocadeCommunications Systems, Inc., a Delaware corporation, or Brocade, and Bobcat Merger Sub, Inc., a Delaware corporation and a direct wholly ownedsubsidiary of BRCM, or Merger Sub. The Brocade Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub willmerge with and into Brocade, or Brocade Merger, with Brocade as the surviving corporation. As a result of the Brocade Merger, Brocade will become anindirect subsidiary of Broadcom.Under the Brocade Agreement, at the effective time of the Brocade Merger, each issued and outstanding share of Brocade common stock held byBrocade stockholders who perfect their appraisal rights with respect to the Brocade Merger will be converted into the right to receive $12.75 in cash, withoutinterest. The Brocade Merger is currently valued at $5.5 billion plus $0.4 billion of net debt. We intend to finance the transaction with cash on hand fromboth companies and new debt financing.We will also assume certain vested (to the extent not in-the-money) and all unvested Brocade stock options, restricted stock units and performancestock units held by continuing employees and service providers. All vested in-the-money Brocade stock options, after giving effect to any acceleration, andall other restricted stock units and performance stock units will be cashed out at the effective time of the Brocade Merger.Brocade has made customary representations, warranties and covenants in the Brocade Agreement, including, without limitation, covenants not tosolicit alternative transactions or, subject to certain exceptions, not to enter into discussions concerning, or provide confidential information in connectionwith, an alternative transaction. Each of Broadcom, BRCM and Merger Sub, collectively, the Broadcom Parties, also has made customary representations,warranties and covenants in the Brocade Agreement.85Table of ContentsConsummation of the Brocade Merger is subject to the satisfaction or waiver of customary closing conditions, including adoption of the BrocadeAgreement by Brocade stockholders, the expiration or termination of the waiting period under the United States Hart-Scott-Rodino Antitrust ImprovementsAct of 1976, as amended, the receipt of regulatory clearance under certain other laws and the absence of certain pending governmental litigation with respectto the transactions contemplated by the Brocade Agreement.Under the Brocade Agreement, Brocade has agreed to cooperate with us to facilitate the sale, disposition or other transfer of its IP Networking business,including its recently acquired Ruckus Wireless business. The consummation of the Brocade Merger is not conditioned on the divestiture of Brocade’s IPNetworking business.The Brocade Agreement contains certain termination rights for BRCM and Brocade, and further provides that, upon termination of the BrocadeAgreement under certain specified circumstances, Brocade will be obligated to pay us a termination fee of $195 million.We currently expect the Brocade Merger to close in the second half of our fiscal year 2017.4. Supplemental Financial InformationCash, Cash Equivalents and Short-Term InvestmentsCash equivalents included $1,022 million and $490 million of time deposits as of October 30, 2016 and November 1, 2015, respectively. As ofNovember 1, 2015, cash equivalents also included $100 million of money-market funds. For time deposits, carrying value approximates fair value due to theshort-term nature of the instruments. The fair value of money-market funds approximates the carrying value and is determined using unadjusted prices inactive, accessible markets for identical assets, and as such they are classified as Level 1 assets in the fair value hierarchy.InventoryInventory consists of the following (in millions): October 30, 2016 November 1, 2015Finished goods $431 $177Work-in-process 596 271Raw materials 373 76Total inventory $1,400 $524Property, Plant and Equipment, NetProperty, plant and equipment, net consist of the following (in millions): October 30, 2016 November 1, 2015Land $268 $37Construction in progress 361 153Buildings and leasehold improvements 534 419Machinery and equipment 2,475 1,627Total property, plant and equipment 3,638 2,236Accumulated depreciation and amortization (1,129) (776)Total property, plant and equipment, net $2,509 $1,460Depreciation expense was $402 million, $229 million and $164 million for fiscal years 2016, 2015 and 2014, respectively.At October 30, 2016 and November 1, 2015, we had $159 million and $78 million, respectively, of unpaid purchases of property, plant and equipmentincluded in accounts payable. Amounts reported as unpaid purchases are presented as cash outflows from investing activities for purchases of property, plantand equipment in the consolidated statements of cash flows in the period in which they are paid.86Table of ContentsAccrued Rebate ActivityThe following table summarizes activities related to accrued rebates included in other current liabilities on our consolidated balance sheets (inmillions): Fiscal Year 2016 2015Beginning balance $26 $31Liabilities assumed in acquisitions 359 4Charged as a reduction of revenue 461 37Reversal of unclaimed rebates (6) (10)Payments (523) (36)Ending balance $317 $26Other Long-Term LiabilitiesOther long-term liabilities consist of the following (in millions): October 30, 2016 November 1, 2015Deferred tax liabilities $10,287 $9Unrecognized tax benefits (a) 893 317Other 113 55Total other long-term liabilities $11,293 $381________________________________(a) Includes accrued interest and penalties.Accumulated Other Comprehensive LossThe change in accumulated other comprehensive loss was entirely related to defined benefit pension and post-retirement plans as follows (in millions): Fiscal Year 2016 2015Beginning 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 1Tax effects 34 13Other comprehensive loss (61) (23)Ending balance $(134) $(73)Other Income, NetOther income, net includes net realized gains on the sale of available-for-sale securities, realized and unrealized gains (losses) on trading securities,gains on the sale of cost method investments, gains (losses) on currency remeasurement, interest income and other miscellaneous items. The following tablepresents the detail of other income, net (in millions): Fiscal Year 2016 2015 2014Other income $27 $35 $18Interest income 10 8 6Other expense (27) (7) (10)Other income, net $10 $36 $1487Table of ContentsDiscontinued OperationsDuring fiscal year 2016, we sold certain BRCM businesses for $830 million. In addition, we sold the LSI Flash business and related assets to Seagate for$450 million in September 2014 and Axxia and related assets to Intel for $650 million in November 2014. We also sold the Emulex network visibilityproduct business for an immaterial amount in October 2015. In connection with these sales, we provided transitional services to the buyers as short-termassistance in assuming the operations of the purchased businesses. We do not have any material continuing involvement with these businesses and havepresented their results in discontinued operations.The following table summarizes the selected financial information of discontinued operations (in millions): Fiscal Year 2016 2015 2014Net revenue $103 $65 $161 Income (loss) from discontinued operations before gain (loss) on disposals and incometaxes $(216) $1 $(86)Gain (loss) on disposals of discontinued operations 42 (14) 18Benefit from (provision for) income taxes 62 (14) 22Loss from discontinued operations, net of income taxes $(112) $(27) $(46)The fiscal year 2016 gain on disposal of discontinued operations of $42 million primarily represents a gain on the sale of BRCM businesses. Inaddition, we recognized a $28 million loss on the sale of the Emulex network visibility product business and a $14 million gain on the sale of Axxia duringfiscal year 2015 and an $18 million gain on the sale of the LSI Flash business during fiscal year 2014.5. Goodwill and Intangible AssetsGoodwillThe following table summarizes changes in goodwill by segment (in millions): Wired Infrastructure WirelessCommunications Enterprise Storage Industrial & Other TotalBalance as of November 2, 2014 $292 $261 $907 $136 $1,596Emulex acquisition — — 83 — 83Reclassification of goodwill related tocertain assets held-for-sale (5) — — — (5)Balance as of November 1, 2015 287 261 990 136 1,674Broadcom Merger 17,354 5,670 — — 23,024Other acquisitions — 21 11 8 40Reclassification of goodwill related tocertain assets held-for-sale — — (6) — (6)Balance as of October 30, 2016 $17,641 $5,952 $995 $144 $24,732During fiscal year 2016, we made three immaterial acquisitions in addition to the Broadcom Merger.During the fourth quarters of fiscal years 2016, 2015 and 2014, we completed our annual impairment assessments and we concluded that goodwill wasnot impaired in any of these years.88Table of ContentsIntangible AssetsIntangible assets consist of the following (in millions): Gross CarryingAmount AccumulatedAmortization Net BookValueAs of October 30, 2016: Purchased technology $12,182 $(1,855) $10,327Customer and distributor relationships 4,231 (1,377) 2,854Trade names 528 (77) 451Other 107 (7) 100Intangible assets subject to amortization 17,048 (3,316) 13,732IPR&D 1,336 — 1,336Total $18,384 $(3,316) $15,068 As of November 1, 2015: Purchased technology $2,918 $(1,165) $1,753Customer and distributor relationships 1,702 (459) 1,243Trade names 178 (41) 137Other 120 (101) 19Intangible assets subject to amortization 4,918 (1,766) 3,152IPR&D 125 — 125Total $5,043 $(1,766) $3,277Based on the amount of intangible assets subject to amortization at October 30, 2016, the expected amortization expense for each of the next five fiscalyears and thereafter is as follows (in millions):Fiscal Year: 2017 $4,2072018 2,8252019 2,0642020 1,6942021 1,349Thereafter 1,593Total $13,732The weighted-average amortization periods remaining by intangible asset category were as follows (in years):Amortizable intangible assets: October 30, 2016 November 1, 2015Purchased technology 6 7Customer and distributor relationships 3 7Trade name 14 6Other 12 789Table of Contents6. Earnings (Loss) Per ShareBroadcomThe following is a reconciliation of the numerators and denominators of the basic and diluted net income (loss) per share computations for the periodspresented (in millions, except per share data): Fiscal Year 2016 2015 2014Numerator - Basic: Income (loss) from continuing operations $(1,749) $1,391 $309Less: 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 tononcontrolling 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 $309Loss from discontinued operations, net of income taxes (112) (27) (46)Net income (loss) $(1,861) $1,364 $263Denominator: Weighted-average ordinary shares outstanding - basic 366 264 251Dilutive effect of equity awards — 9 8Dilutive effect of Convertible Notes — 8 8Exchange 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 $1.23Loss 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 $1.16Loss per share from discontinued operations, net of income taxes (0.29) (0.10) (0.17)Net income (loss) per share $(4.86) $4.85 $0.99Diluted shares outstanding include Broadcom ordinary shares issuable upon exchange of the Partnership REUs (refer to Note 10. “Partners’ Capital” foradditional information) for fiscal year 2016, and ordinary shares issuable upon conversion of the Convertible Notes for fiscal years 2015 and 2014.During fiscal year 2015, the Convertible Notes were converted in full and settled with a combination of cash and the issuance of 13.8 million Avagoordinary shares. The incremental Avago ordinary shares attributable to the conversion were a component of diluted shares for the period prior to settlementand a component of basic weighted-average shares outstanding subsequent to the conversion.90Table of ContentsDiluted net income (loss) per share for fiscal years 2016 and 2014 excluded the potentially dilutive effect of weighted-average outstanding equityawards to acquire 12 million and 1 million ordinary shares, respectively. There were no material antidilutive equity awards for fiscal year 2015.The PartnershipIncome (loss) per unit for the Partnership is not required as its Common Units and Partnership REUs are not publicly traded.7.Retirement Plans and Post-Retirement BenefitsPension and Post-Retirement Benefit PlansDefined Benefit Plans. The U.S. defined benefit pension plans include a management plan and a represented plan. Benefits under the management planare provided under either an adjusted career-average-pay program or a cash-balance program. Benefits under the represented plan are based on a dollar-per-month formula. Benefit accruals under the management plan were frozen in 2009. Participants in the adjusted career-average-pay program no longer earnservice accruals. Participants in the cash-balance program no longer earn service accruals, but continue to earn 4% interest per year on their cash-balanceaccounts. There are no active participants under the represented plan. We also have a non-qualified supplemental pension plan in the United States thatprincipally provides benefits based on compensation in excess of amounts that can be considered under the management plan. We also have pension planscovering certain non-U.S. employees.Post-Retirement Benefit Plans. Certain of our U.S. employees who were age 49 or younger on January 1, 2005 and who meet the retirement eligibilityrequirements as of their termination dates, may receive post-retirement medical benefits under our retiree medical account program.Effective January 1, 2014, we amended our U.S. post-retirement medical benefit plan. The amendment affected active, eligible employees and had noimpact on existing retirees. As a result of the amendment, employees who were previously eligible for a medical benefit spending account of $40,000 uponretirement received a cash settlement and have ceased to be eligible for post-retirement medical benefits under the program. For employees who werepreviously eligible for a medical benefit spending account of $55,000 upon retirement, we extended the maximum age to use, as retirees, the spendingaccount to pay premiums for medical coverage from 65 to 75. Employees who were previously eligible for the traditional retiree medical plan uponretirement are no longer eligible to participate in such a plan and will, instead, only be eligible for an extended $55,000 retiree medical account program.Our group life insurance plan offers post-retirement life insurance coverage for certain U.S. employees.Non-U.S Retirement Benefit Plans. In addition to the defined benefit plans for certain employees in Taiwan, Thailand, India, Japan, Korea, Israel,United Kingdom, France, Italy and Germany, other eligible employees outside of the United States receive retirement benefits under various definedcontribution retirement plans. Eligibility is generally determined based on the terms of our plans and local statutory requirements.Net Periodic Benefit IncomeThe following table summarizes the components of net periodic benefit income and the net actuarial loss recognized in other comprehensive loss for theperiods presented (in millions): Pension Benefits Post-Retirement Benefits Fiscal Year Fiscal Year 2016 2015 2014 2016 2015 2014Net periodic benefit income: Service cost $3 $3 $2 $— $— $—Interest cost 59 61 32 3 3 2Expected 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 $291Table of ContentsWe expect to recognize $2 million of net actuarial losses in net periodic benefit income in fiscal year 2017 related to our defined benefit pension plans.Funded Status The funded status of the defined benefit pension plans and post-retirement benefit plans was as follows (in millions): Pension Benefits Post-Retirement Benefits October 30, 2016 November 1, 2015 October 30, 2016 November 1, 2015Change in plan assets: Fair value of plan assets — beginning of period $1,052 $1,128 $78 $78Actual return on plan assets 64 6 1 1Employer 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 $78Change in benefit obligations: Benefit obligations — beginning of period $1,511 $1,619 $69 $69Service cost 3 3 — —Interest cost 59 61 3 3Actuarial (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) $9The obligations for our defined benefit pension plans were as follows (in millions):Plans with benefit obligations in excess of plan assets: Pension Benefits Post-Retirement Benefits October 30, 2016 November 1, 2015 October 30, 2016 November 1, 2015Projected benefit obligations $1,565 $1,500 $— $—Accumulated benefit obligations $1,557 $1,494 $16 $16Fair value of plan assets $1,048 $1,039 $— $—Plans with benefit obligations less than plan assets: Pension Benefits Post-Retirement Benefits October 30, 2016 November 1, 2015 October 30, 2016 November 1, 2015Projected benefit obligations $1 $11 $— $—Accumulated benefit obligations $1 $10 $63 $53Fair value of plan assets $2 $13 $78 $78The fair value of pension plan assets at October 30, 2016 and November 1, 2015 included $21 million and $27 million, respectively, of assets for ournon-U.S. pension plans. Contributions to our non-U.S. plans were $1 million for each of fiscal years 2016 and 2015.92Table of ContentsThe projected benefit obligations as of October 30, 2016 and November 1, 2015 included $118 million and $97 million, respectively, of obligationsrelated to our non-U.S. plans. The accumulated benefit obligations as of October 30, 2016 and November 1, 2015 included $110 million and $91 million,respectively, related to our non-U.S. plans.Amounts recognized on the consolidated balance sheets were as follows (in millions): Pension Benefits Post-Retirement Benefits October 30, 2016 November 1, 2015 October 30, 2016 November 1, 2015Other long-term assets $1 $2 $15 $25Employee compensation and benefits $1 $1 $1 $1Pension and post-retirement benefit obligations $516 $460 $15 $15Amounts recognized in accumulated other comprehensive loss, net of taxes: Actuarial losses and prior service costs, net of taxes $(126) $(72) $(8) $(1)We currently expect to make contributions of $37 million to our defined benefit pension plans in fiscal year 2017. We do not expect to make anycontributions to our post-retirement medical benefit plans in fiscal year 2017. As of October 30, 2016, expected payments from our benefit plans over thenext 10 fiscal years are as follows (in millions): Pension Benefits Post-RetirementBenefits2017 $92 $32018 $91 $32019 $92 $32020 $91 $32021 $90 $32022-2026 $450 $19Defined Benefit Plan Investment Policy Plan assets of the funded defined benefit pension plans are invested in funds held by third-party fund managers or are deposited into government-managed accounts in which we have no active involvement in and no control over investment strategy, other than establishing broad investment guidelinesand parameters. The plan assets held by third-parties consist primarily of equities, fixed income funds and commingled funds. The fund managers monitor thefund’s asset allocation within the guidelines established by our plan’s investment committee. In line with plan investment objectives and consultation withour management, our investment committee set an allocation benchmark among equity, bond and other assets based on the relative weighting of overall non-U.S. market indices. The overall investment objectives of the plan are 1) the acquisition of suitable assets of appropriate liquidity which will generate incomeand capital growth to meet current and future plan benefits, 2) to limit the risk of the assets failing to meet the long-term liabilities of the plan, and 3) tominimize the long-term costs of the plan by maximizing the return on the assets. Performance is regularly evaluated by the investment committee and isbased on actual returns achieved by the fund manager relative to its benchmark.For the defined benefit pension plans, the investment strategy for the U.S. plans is to allocate assets in a manner that seeks both to maximize the safetyof promised benefits and to minimize the cost of funding those benefits. We direct the overall portfolio allocation and use a third-party investment consultantthat has discretion to structure portfolios and select the investment managers within those allocation parameters. Multiple investment managers are utilized,including both active and passive management approaches. The plan assets are diversified across different asset classes and investment styles, and thoseassets are periodically rebalanced toward asset allocation targets.The target asset allocation for U.S. plans reflects a risk/return profile that we believe is appropriate relative to the liability structure and return goals forthe plans. We periodically review the allocation of plan assets relative to alternative allocation models to evaluate the need for adjustments based onforecasted liabilities and plan liquidity needs. The equity investment target allocation is equally divided between U.S. and non-U.S. securities. The fixed-income allocation is primarily directed toward long-term core bond investments, with smaller allocations to Treasury Inflation-Protected Securities and high-yield bonds.93Table of ContentsOur defined benefit pension plans' weighted-average asset allocations by category were as follows: Defined Benefit Pension Plans October 30, 2016 November 1, 2015 Actual Target Actual TargetEquity investments 33% 40% 33% 40%Fixed income 67 55 67 55Real estate — 5 — 5Total 100% 100% 100% 100%Fair Value Measurement of Plan Assets The following tables present the fair value of plan assets by major category using the same three-level hierarchy described in Note 2. "Summary of SignificantAccounting Policies" (in millions): 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 94Table of Contents 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 quotedprices 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 forsimilar assets in active markets and inputs other than quoted prices that are observable for the asset, such as interest rates, yield curves, prepaymentspeeds, 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 investmentsprimarily 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-ProtectedSecurities and high-yield bonds.Post-Retirement Benefit Plan Investment PolicyOur overall investment strategy for the group life insurance plan is to allocate assets in a manner that seeks to both maximize the safety of promisedbenefits and minimize the cost of funding those benefits. The target asset allocation for plan assets reflects a risk/return profile that we believe is appropriaterelative to the liability structure and return goals for the plan. We periodically review the allocation of plan assets relative to alternative allocation models toevaluate the need for adjustments based on forecasted liabilities and plan liquidity needs. We set the overall portfolio allocation and use an investmentmanager that directs the investment of funds consistent with that allocation. The investment manager invests the plan assets in index funds that it manages.The fair value of plan assets by category was as follows: October 30, 2016 November 1, 2015 Actual Target Actual TargetCommingled funds - U.S. equities 20% 20% 21% 20%Commingled funds - Non-U.S. equities 20 20 21 20Commingled funds - bonds 60 60 58 60Total 100% 100% 100% 100%95Table of ContentsAssumptions The assumptions used to determine the benefit obligations and expense for our defined benefit and post-retirement benefit plans are presented in thetable below. The expected long-term return on assets shown in the table below represents an estimate of long-term returns on investment portfolios primarilyconsisting of combinations of debt, equity and other investments, depending on the plan. We consider long-term rates of return, which are weighted based onthe asset classes (both historical and forecasted) in which we expect the pension and post-retirement funds to be invested. Discount rates reflect the currentrate at which defined benefit and post-retirement benefit obligations could be settled based on the measurement dates of the plans, which in each case is ourfiscal year end. The range of assumptions that are used for defined benefit pension plans reflects the different economic environments within variouscountries. Assumptions for Benefit Obligationsas of Assumptions for ExpenseFiscal Year October 30, 2016 November 1, 2015 2016 2015 2014Defined 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 Obligationsas of Assumptions for ExpenseFiscal Year October 30, 2016 November 1, 2015 2016 2015 2014Post-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 toultimate trend rate in year 2031 2031 2031 2031 2031Changes in the assumed health care cost trend rates could have a significant effect on the amounts reported for the U.S. post-retirement medical benefitplans. A one percentage point change in the assumed healthcare cost trend rates for fiscal year 2016 would have the following effects: 1% Increase 1% DecreaseEffect on U.S. post-retirement benefit obligation (in millions) $1 $(1)Percentage effect on U.S. post-retirement benefit obligation 2% (2)%The effect of a one percentage point increase or decrease in our healthcare cost trend rates on the service and interest cost components of the netperiodic benefit cost would have been immaterial.401(k) Defined Contribution PlansOur eligible U.S. employees participate in company-sponsored 401(k) plans. Under these plans, we provide matching contributions to employees up to6% of their eligible earnings. All matching contributions vest immediately. During fiscal years 2016, 2015 and 2014, we made contributions of $43 million,$26 million and $18 million, respectively, to the 401(k) plans.8. Borrowings2016 Term Loans and Revolving Credit FacilityIn connection with the completion of the Broadcom Merger, on February 1, 2016, three Broadcom subsidiaries, together with a group of lenders,including Bank of America, N.A., as the administrative agent and collateral agent, entered into a collateralized credit agreement, or the 2016 CreditAgreement, which originally provided for a Term A loan facility in the96Table of Contentsaggregate principal amount of $4,400 million, or the Term A Loan, a Term B-1 dollar loan facility in the aggregate principal amount of $9,750 million, or theTerm B-1 Loan, a Term B-1 euro loan facility in the aggregate principal amount of €900 million, equivalent to $978 million as of February 1, 2016, or theTerm B-1 Euro Loan, a Term B-2 loan facility in the aggregate principal amount of $500 million, or the Term B-2 Loan, and together with the Term A Loan,Term B-1 Loan, and Term B-1 Euro Loan, referred to as the 2016 Term Loans. The 2016 Credit Agreement also provides for a revolving credit facility, or the2016 Revolving Credit Facility, that permits us to borrow from time to time in an aggregate principal amount of up to $500 million for working capital andother corporate purposes, including swingline loans of up to $150 million in the aggregate and for the issuance of letters of credit of up to $100 million in theaggregate, which, in the case of swingline loans and letters of credit, reduce the available borrowing capacity under the 2016 Revolving Credit Facility on adollar for dollar basis. Our obligations under the 2016 Credit Agreement are guaranteed by certain of our subsidiaries, or the Guarantors, and arecollateralized, subject to certain exceptions, by substantially all of the assets of each Guarantor. The 2016 Term Loans were fully drawn at the time of, and theproceeds used to fund, in part, the completion of the Broadcom Merger.The 2016 Term Loan borrowings under the 2016 Credit Agreement on February 1, 2016 principally represented a modification of debt and a partialextinguishment of debt outstanding under the 2014 Credit Agreement as defined below. Unamortized debt issuance costs and debt discount from the 2014Credit Agreement related to the modification will be amortized over the term of the 2016 Credit Agreement. We recognized $106 million of third-partyfinancing costs related to the 2016 Credit Agreement immediately in interest expense in connection with the modification of debt. We also recognized a $34million loss on extinguishment of debt.During fiscal year 2016, we made a principal prepayment totaling $610 million on the Term B-1 Loan and fully repaid the €900 million Term B-1 EuroLoan. We also fully repaid the $500 million Term B-2 Loan, which was partially funded with $325 million of additional Term A Loan borrowings incurredpursuant to an incremental amendment to the 2016 Credit Agreement. As a result, during fiscal year 2016 we wrote-off $40 million of debt issuance costs,which were included in loss on extinguishment of debt in the consolidated statements of operations.Amendment to 2016 Credit AgreementOn August 2, 2016, three Broadcom subsidiaries, together with a group of lenders, including Bank of America, N.A., as the administrative agent andcollateral agent, entered into three amendments to the 2016 Credit Agreement, referred to as the August 2016 Amendments. These amendments were: (i) theSecond Incremental Term A Facility Amendment, pursuant to which we incurred an additional $2,994 million of Term A Loans, which were used to repay (x)$2,521 million of outstanding Term B-1 Loans and (y) $473 million of outstanding Term A Loan by certain non-continuing lenders; (ii) the First Amendmentpursuant to which we (x) incurred $6,595 million of new Term B-3 loans, which were used to repay all of the then outstanding Term B-1 Loan, and (y)reduced the applicable margins on the Term B-3 Loans; and (iii) the Second Amendment pursuant to which the Term A Loan and 2016 Revolving CreditFacility lenders agreed to certain changes to the 2016 Credit Agreement to increase our operating flexibility, including the automatic release of all collateralsecuring the 2016 Term Loans upon (x) repayment of all outstanding Term B-3 Loans and (y) our achievement of the specified investment grade ratings. TheTerm A Loans incurred in August 2016 have the same terms as the existing Term A Loans. The Term B-3 Loan matures on February 1, 2023 (the same date asthe prior Term B-1 Loan). As a result of the August 2016 Amendments, we wrote-off $49 million of debt issuance costs, which were included in loss onextinguishment of debt in the consolidated statements of operations.The 2016 Credit Agreement includes (i) a financial covenant that requires a first lien leverage ratio of less than 3.9:1; (ii) customary restrictivecovenants (subject, in each case, to certain exceptions and amounts) that limit our ability to, among other things, incur indebtedness, create liens, merge orconsolidate with and into other persons, pay dividends or make other distributions on, redeem or repurchase shares or make other restricted payments, makeacquisitions and investments and sell assets; (iii) customary events of default, upon the occurrence of which, after any applicable grace period, the lenderswill have the ability to accelerate all outstanding loans thereunder and terminate the commitments; and (iv) customary representations and warranties. Wewere in compliance with all of the covenants described in the 2016 Credit Agreement as of October 30, 2016. In addition, subject to certain conditions andavailability of commitments, we have the ability to increase the aggregate 2016 Term Loans and/or 2016 Revolving Credit Facility. The 2016 Term Loansunder the 2016 Credit Agreement bear interest at floating rates.As of October 30, 2016, there were no borrowings outstanding under the 2016 Revolving Credit Facility or any material outstanding letters of credit. Asof October 30, 2016, the unamortized debt issuance costs related to the 2016 Revolving Credit Facility were $9 million and were included in other long-termassets on the consolidated balance sheet.During fiscal year 2016, the accretion of discount and amortization of debt issuance costs related to the 2016 Term Loans and 2016 Revolving CreditFacility was $32 million and was included in interest expense in the consolidated statements of operations.97Table of ContentsThe following table presents the details of the 2016 Term Loans: October 30, 2016 Interest Rate Applicable Margins† Effective InterestRate Amount(In millions)Term A Loan due February 2021 2.28% Variable based on applicablecredit rating. 2.52% $7,090Term B-3 Loan due February 2023 3.53% Eurocurrency Loans: 3.0%, Base Rate Loans: 2.0%. No LIBOR floor. (a) 3.84% 6,578Unaccreted discount and unamortized debt issuance costs (165)Carrying value of 2016 Term Loans $13,503_________________________________† All capitalized terms are as defined in the 2016 Credit Agreement.(a) Margins are subject to a step-down adjustment of 0.25% upon achievement of a total net leverage ratio of less than or equal to 1.50:1.00.Senior NotesAs a result of the Broadcom Merger, we assumed $1,614 million of BRCM’s outstanding senior unsecured notes, or the Senior Notes, at fair value on theAcquisition Date. During fiscal year 2016, we tendered for and repaid $1,475 million of the Senior Notes. The following table presents the details of theSenior Notes: October 30, 2016 Interest Rate Effective Interest Rate Amount(In millions)Fixed rate notes due November 2018 2.70% 2.70% $117Fixed rate notes due August 2022 - August 2034 2.50% - 4.50% 2.50% - 4.50% 22Carrying value of Senior Notes $1392014 Term Loans and Revolving Credit FacilityDuring fiscal year 2014, certain of Avago’s subsidiaries entered into a collateralized credit agreement with the lenders named therein, or the 2014 CreditAgreement. The 2014 Credit Agreement provided for a term loan facility of $4,600 million, or the 2014 Term Loans, and a revolving credit facility, or the2014 Revolving Credit Facility, which permitted certain of Avago’s subsidiaries to borrow up to $500 million.Simultaneously with entering into the 2016 Credit Agreement, we repaid in full the amounts outstanding under the 2014 Credit Agreement andterminated the 2014 Credit Agreement.Amortization of debt issuance costs related to the 2014 Term Loans and 2014 Revolving Credit Facility was $4 million, $16 million and $9 millionfiscal years 2016, 2015 and 2014, respectively, and was included in interest expense in the consolidated statements of operations.Convertible Senior NotesIn connection with the LSI acquisition on May 6, 2014, Avago completed a private placement of $1 billion in aggregate principal amount of theConvertible Notes to two entities affiliated with Silver Lake Partners, or the Purchasers. The Convertible Notes were unsecured senior obligations. Interestwas payable on the Convertible Notes, semi-annually in arrears, at a rate of 2.0% per year and the Convertible Notes were scheduled to mature on August 15,2021. Upon conversion, the Convertible Notes could be settled in Avago ordinary shares, cash or a combination of cash and ordinary shares, at Avago’soption.During fiscal year 2015, the Purchasers converted all of the Convertible Notes that they held in exchange for cash and Avago ordinary shares. Duringfiscal years 2015 and 2014, we recognized interest expense of $18 million and $15 million, respectively, related to the coupon interest and accretion of debtdiscount for the Convertible Notes.Fair Value of DebtAs of October 30, 2016, the estimated fair values of the 2016 Term Loans and the Senior Notes approximate their carrying values. The fair value of our2016 Term Loans is determined using inputs based on discounted cash flow models with observable market inputs and takes into consideration variablessuch as interest rate changes, comparable instruments, and98Table of Contentscredit-rating changes and, therefore, is classified as Level 2. The fair value of the Senior Notes is classified as Level 2 as we use quoted prices from less activemarkets.Future Principal Payments of DebtThe future scheduled principal payments for the outstanding 2016 Term Loans and Senior Notes as of October 30, 2016 were as follows (in millions):Fiscal Year: 2017 $4542018 5702019 6462020 3,3472021 2,520Thereafter 6,270Total $13,8079. Shareholders’ EquityFor the period from November 2, 2015 to January 31, 2016, our shareholders’ equity reflected Avago’s outstanding ordinary shares, all of which werepublicly traded on the NASDAQ stock market. As a result of the Broadcom Transaction, our ownership interest changed. Pursuant to the Avago Scheme,Broadcom issued 278 million ordinary shares to holders of Avago ordinary shares and issued 112 million ordinary shares to former BRCM shareholderspursuant to the Broadcom Merger. Consequently, the number of Broadcom ordinary shares outstanding increased from 278 million Avago ordinary shares onJanuary 31, 2016 to 390 million Broadcom ordinary shares on February 1, 2016. Both Avago and BRCM became indirect subsidiaries of Broadcom and thePartnership, and Broadcom is the sole General Partner of the Partnership. As a result, the carrying amount of equity attributable to Broadcom was adjusted toreflect the change in our ownership interest of our subsidiaries. Additionally, Broadcom reflects a noncontrolling interest in its shareholders’ equity, whichrepresents the interest of the holders of the Limited Partners in Partnership, as further discussed below.In connection with the Broadcom Merger, Broadcom also issued 23 million non-economic voting preference shares, or the Special Voting Shares, whichis equal to the number of issued Partnership REUs. The Special Voting Shares were issued to a voting trustee pursuant to a voting trust agreement datedFebruary 1, 2016, among Broadcom, the Partnership and the voting trustee, or the Voting Trust Agreement.Noncontrolling InterestNoncontrolling interest represents equity interests in consolidated subsidiaries that are not attributable to Broadcom. As of October 30, 2016, theLimited Partners held a noncontrolling interest of approximately 5% in the Partnership through their ownership of 23 million Partnership REUs, issued toformer BRCM shareholders pursuant to the Broadcom Merger.Pursuant to the terms of the Partnership Agreement, each Partnership REU is entitled to distributions from the Partnership in an amount equal to anydividends or distributions that Broadcom declares and pays with respect to Broadcom ordinary shares. In addition, each holder of a Partnership REU isentitled to vote with respect to matters on which holders of Broadcom ordinary shares are entitled to vote by directing the voting trustee to vote one SpecialVoting Share for each Partnership REU they hold, pursuant to the Voting Trust Agreement. After the first anniversary of the Acquisition Date, subject tocertain additional requirements and potential deferrals as set forth in the Partnership Agreement, a Limited Partner will have the right to require thePartnership to repurchase some or all of the Limited Partner’s Partnership REUs in consideration for, as determined by Broadcom in its sole discretion, eitherone Broadcom ordinary share or a cash amount as determined under the Partnership Agreement for each Partnership REU submitted for repurchase.Broadcom adjusts the net income (loss) in our consolidated statements of operations to exclude the noncontrolling interest’s proportionate share of theresults. In addition, Broadcom presents the proportionate share of equity attributable to the noncontrolling interest as a separate component of shareholders’equity within our consolidated balance sheet and statement of shareholders’ equity.Conversion of Convertible NotesDuring fiscal year 2015, the Convertible Notes were converted in full and the resulting conversion obligation was settled by a combination of $1billion in cash and the issuance of 13.8 million of Avago ordinary shares.99Table of ContentsShare Repurchase ProgramOn April 10, 2013, the Board authorized us to repurchase up to 20 million of our ordinary shares, or the 2013 share repurchase program. This programreplaced the expired 2012 share repurchase program. The 2013 share repurchase program expired on April 8, 2014. Share repurchases under the program weremade in the open market. All repurchased shares were immediately retired. Under our 2013 share repurchase program, we repurchased 0.3 million shares for$12 million at a weighted-average purchase price per share of $43.50 during fiscal year 2014.At our 2014 annual general meeting of shareholders, or AGM, on April 9, 2014, shareholders approved our 2014 share purchase mandate, pursuant towhich we were authorized, upon the approval of the Board, to repurchase up to approximately 25 million of our ordinary shares in open market transactionsor pursuant to equal access schemes. The 2014 share purchase mandate expired on April 8, 2015. The Board did not approve any repurchases of our ordinaryshares pursuant to the 2014 share purchase mandate.At our 2015 AGM on April 8, 2015, shareholders approved our 2015 share purchase mandate, pursuant to which we were authorized, upon the approvalof the Board, to repurchase up to approximately 26 million of our ordinary shares in open market transactions or pursuant to equal access schemes. The 2015share purchase mandate expired on April 6, 2016. The Board did not approve any repurchases of our ordinary shares pursuant to the 2015 share purchasemandate.DividendsBroadcom paid aggregate cash dividends of $1.94, $1.55 and $1.13 per ordinary share, or $716 million, $408 million and $284 million, during fiscalyears 2016, 2015 and 2014, respectively.Equity Incentive Award PlansShare-based incentive awards are provided to employees, directors and other persons who provide services to the Partnership or our subsidiaries underthe terms of various Broadcom equity incentive plans.Effective December 1, 2005, Broadcom adopted two equity-based compensation plans, the Equity Incentive Plan for Executive Employees of AvagoTechnologies Limited and Subsidiaries, or the Executive Plan, and the Equity Incentive Plan for Senior Management Employees of Avago TechnologiesLimited and Subsidiaries, or the Senior Management Plan, together with the Executive Plan, referred to as the Pre-IPO Equity Incentive Plans, whichauthorized the grant of options and share purchase rights covering up to 30 million ordinary shares. Since our IPO in August 2009, we are no longer permittedto make any further grants under the Pre-IPO Equity Incentive Plans.Options issued under the Executive Plan generally vest at a rate of 20% per year based on the passage of time, and the passage of time and attainingcertain performance criteria, in each case subject to continued employment. Those options subject to vesting based on the passage of time may accelerate byone year upon certain terminations of employment. Options issued under the Senior Management Plan, generally vested at a rate of 20% per year based onthe passage of time and continued employment.Options issued under the Pre-IPO Equity Incentive Plans generally expire ten years following the date of grant unless granted to a non-employee, inwhich case the awards generally expire five years following the date of grant. All options awarded under these plans were granted with an exercise price equalto the fair market value on the date of grant.In July 2009, our Board adopted, and our shareholders approved, the Avago Technologies Limited 2009 Equity Incentive Award Plan, or the 2009 Plan,to authorize the grant of options, share appreciation rights, RSUs, dividend equivalents, performance awards, and other share-based awards. A total of 20million ordinary shares were initially reserved for issuance under the 2009 Plan, subject to annual increases starting in fiscal year 2012. The amount of theannual increase is equal to the least of (a) 6 million shares, (b) 3% of the ordinary shares outstanding on the last day of the immediately preceding fiscal yearand (c) such smaller number of ordinary shares as determined by our Board. However, no more than 90 million ordinary shares may be issued upon theexercise of equity awards issued under the 2009 Plan. The 2009 Plan became effective on July 27, 2009. Options issued to employees under the 2009 Planprior to March 2011 generally expire ten years following the date of grant. Since March 2011, options issued to employees under the 2009 Plan generallyexpire seven years after the date of grant. Options awarded to non-employees under this plan generally expire after five years. Options issued to employeesunder the 2009 Plan generally vest over a four-year period from the date of grant and are granted with an exercise price equal to the fair market value on thedate of grant. Any share options cancelled or forfeited under the Pre-IPO Equity Incentive Plans after July 27, 2009 become available for issuance under the2009 Plan. We also grant RSUs as part of our equity compensation programs under the 2009 Plan. An RSU is an equity award that is granted with an exerciseprice equal to zero and which represents the right to receive one of our ordinary shares immediately upon vesting. RSU awards granted to employees aregenerally time-based and vest over four years.In connection with the LSI acquisition, we assumed the LSI 2003 Equity Incentive Plan, or the 2003 Plan, and outstanding unvested stock options andRSUs originally granted by LSI under the 2003 Plan that were held by continuing100Table of Contentsemployees. At the time of the acquisition, these awards were converted to Avago share options and RSUs, with adjustments made to the exercise price ofstock options and the number of shares subject to stock options and RSU awards so that the intrinsic value of each award was approximately the sameimmediately before and immediately after the adjustment. These unvested options and RSUs will vest in accordance with their original terms, generallyvesting in equal annual installments over a four-year period from the original grant date and expire seven years after the grant date. Under the 2003 Plan, wemay grant to former employees of LSI and other employees who were not employees of Avago at the time of the acquisition restricted stock awards, RSUs,share options and share appreciation rights with an exercise price that is no less than the fair market value on the date of grant. No participant may be grantedshare options covering more than four million shares or more than an aggregate of one million shares of restricted stock and RSUs in any fiscal year. Equityawards granted under the 2003 Plan following the LSI acquisition are expected to be on similar terms and consistent with similar grants made pursuant to the2009 Plan.In connection with the Broadcom Merger, we assumed the BRCM 2012 Stock Incentive Plan, or the 2012 Plan, and outstanding unvested RSUsoriginally granted by BRCM under the 2012 Plan that were held by continuing employees. At the time of the acquisition, these awards were converted toBroadcom RSUs, with adjustments made to the number of shares subject to RSU awards so that the intrinsic value of each award was approximately the sameimmediately before and immediately after the adjustment. These unvested RSUs will vest in accordance with their original terms, generally vesting in equalquarterly installments over a four-year period from the original grant date. Under the 2012 Plan, we may grant to former employees of BRCM and otheremployees who were not employees of Avago at the time of the acquisition restricted stock awards, RSUs, share options and share appreciation rights with anexercise price that is no less than the fair market value on the date of grant. No participant may be granted share options, restricted stock or RSUs, coveringmore than an aggregate of nine million shares in any fiscal year. Equity awards granted under the 2012 Plan following the Broadcom Merger are expected tobe on similar terms and consistent with similar grants made pursuant to the 2009 Plan.The ESPP provides eligible employees with the opportunity to acquire an ownership interest in us through periodic payroll deductions, based on a 6-month look-back period, at a price equal to the lesser of 85% of the fair market value of the ordinary shares at either the beginning or ending of the relevantoffering period. The ESPP is structured as a qualified employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986. However, theESPP is not intended to be a qualified pension, profit sharing or stock bonus plan under Section 401(a) of the Internal Revenue Code of 1986 and is notsubject to the provisions of Employee Retirement Income Security Act of 1974. The ESPP will terminate on July 27, 2019 unless sooner terminated.Share-Based Compensation ExpenseThe following table summarizes share-based compensation expense reported in continuing operations related to share-based awards granted toemployees and directors for the periods presented (in millions): Fiscal Year 2016 2015 2014Cost of products sold $48 $26 $18Research and development 430 107 57Selling, general and administrative 186 99 78Total 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 includedin loss from discontinued operations in our consolidated statements of operations.In connection with the Broadcom Merger, we assumed RSUs originally granted by BRCM. Share-based compensation expense reported in continuingoperations in fiscal year 2016 included $222 million related to the assumed BRCM RSUs.Based on our historical experience of pre-vesting option cancellations, we assumed an annualized forfeiture rate for our options of 5% in each of fiscalyears 2015 and 2014. We no longer assume forfeiture for options as all options are vesting on a monthly basis from fiscal year 2016. We have assumed anannualized forfeiture rate for RSUs of 5%, 3% and 2% for fiscal years 2016, 2015 and 2014, respectively. We will recognize additional expense if actualforfeitures are lower than we estimated, and will recognize a benefit if actual forfeitures are higher than we estimated.The income tax benefits for share-based compensation expense were $89 million, $130 million and $42 million for fiscal years 2016, 2015 and 2014,respectively.We estimate the fair value of time-based RSUs using the closing market price of our ordinary shares on the date of grant, reduced by the present value ofdividends expected to be paid on our ordinary shares prior to vesting. We estimate the fair value101Table of Contentsof market-based awards on the date of grant using the Monte Carlo simulation technique. We estimate the grant-date fair value of time-based options andemployee share purchase plan rights using the Black-Scholes valuation model. The following tables summarize the weighted-average assumptions utilized tocalculate the fair value of market-based awards and time-based options granted in the periods presented: Market-Based Awards Fiscal Year 2016 2015 2014Risk-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 2014Risk-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 - 4.3The risk-free interest rate was derived from the average U.S. Treasury Strips rate during the period, which approximated the rate in effect at the time ofgrant.The dividend yield was based on the historical and expected dividend payouts as of the respective award grant dates.The expected volatility was based on Broadcom's own historical share price volatility over the period commensurate with the expected life of theawards and the implied volatility from its own traded ordinary shares with a term of 180 days measured at a specific date.The expected term of market-based share options valued using Monte Carlo simulation techniques was based upon the vesting dates forecasted by thesimulation and then assuming that share options which vest, and for which the market condition has been satisfied, are exercised at the midpoint between theforecasted vesting date and their expiration. The expected term of market-based RSUs valued using Monte Carlo simulation techniques was commensuratewith the awards’ contractual terms.The expected term for time-based options was based on a weighted-average combining the average life of options that have already been exercised orcancelled with the expected life of all unexercised options. The expected life for unexercised options was calculated assuming that the options will beexercised at the midpoint of the vesting date (if unvested) or the valuation date (if vested) and the full contractual term.Based on the above assumptions, the weighted-average fair value of time and market-based options granted under our equity incentive award plans forfiscal years 2015 and 2014 was $25.30 and $18.51 per share, respectively.102Table of ContentsRestricted Stock Unit AwardsA summary of RSU activity related to Broadcom’s equity incentive award plans is as follows (in millions, except years and per share amounts): Number of SharesOutstanding Weighted-AverageGrant DateFair ValuePer Share Weighted-AverageRemainingContractualLife (In years) Aggregate GrantDate Fair ValueBalance as of November 3, 2013 2 $34.38 Assumed in LSI acquisition 3 $35.22 Granted 1 $64.92 Vested (1) $32.87 $22Forfeited (1) $19.42 Balance as of November 2, 2014 4 $48.82 Granted 3 $119.30 Vested (1) $57.29 $82Forfeited (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 $457Forfeited (2) $130.30 Balance as of October 30, 2016 17 $130.71 1.65 The total unrecognized compensation cost related to unvested time and market-based RSUs as of October 30, 2016 was $1,592 million, which isexpected to be recognized over the remaining weighted-average service period of 3.0 years.Share Option AwardsA summary of share option activity related to Broadcom’s equity incentive award plans is as follows (in millions, except years and per share amounts): Number of SharesOutstanding Weighted-AverageExercise PricePer Share Weighted-AverageRemainingContractualLife (In years) AggregateIntrinsicValueBalance as of November 3, 2013 22 $29.81 Assumed in LSI acquisition 1 $40.26 Granted 13 $65.79 Exercised (5) $25.03 $204Cancelled (2) $53.02 Balance as of November 2, 2014 29 $44.97 Granted 1 $95.97 Exercised (7) $34.40 $571Cancelled (2) $65.32 Balance as of November 1, 2015 21 $47.92 Exercised (5) $44.35 $579Cancelled (1) $53.56 Balance as of October 30, 2016 15 $48.77 3.71 $1,769Fully vested as of October 30, 2016 10 $42.53 3.40 $1,218Fully vested and expected to vest as of October 30, 2016 15 $48.77 3.71 $1,769The total unrecognized compensation cost of time and market-based share options granted but not yet vested as of October 30, 2016 was $62 million,which is expected to be recognized over the remaining weighted-average service period of 1.5 years.103Table of ContentsEmployee Share Purchase PlanUnder the ESPP, employees purchased 0.4 million in fiscal year 2016 and 0.2 million shares in each of fiscal years 2015 and 2014 for $51 million, $15million and $8 million, respectively. The total unrecognized compensation cost related to the ESPP purchase rights as of October 30, 2016 was $11 million,which is expected to be recognized over the remaining four months of the current offering period under the ESPP.10. Partners’ CapitalThe partners' capital balance as of November 1, 2015 represents, and is equivalent to, the historical shareholders' equity balance of Avago. At the time ofexecuting the Avago Scheme on February 1, 2016, the historical shareholders' equity balance of Avago belonged, and continues to belong, to Broadcom, assole General Partner of the Partnership.Pursuant to the terms of the Partnership Agreement, Broadcom, as the holder of the Common Units, is entitled to receive distributions from thePartnership in an amount equal to the aggregate dividends payable by Broadcom to the holders of Broadcom ordinary shares, and the Limited Partners, asholders of the Partnership REUs, are entitled to receive distributions from the Partnership in an amount per unit equal to the dividend payable by Broadcomper ordinary share. Additionally, if Broadcom proposes to redeem, repurchase, or otherwise acquire any Broadcom ordinary shares, the Partnership Agreementrequires that the Partnership, immediately prior to such redemption, repurchase or acquisition, make a distribution to Broadcom on the Common Units in anamount sufficient for Broadcom to fund such redemption, repurchase or acquisition, as the case may be.After the first anniversary of the Acquisition Date, subject to certain additional requirements and potential deferrals as set forth in the PartnershipAgreement, a Limited Partner will have the right to require the Partnership to repurchase some or all of the Limited Partner’s Partnership REUs inconsideration for, as determined by Broadcom in its sole discretion, either one Broadcom ordinary share or a cash amount as determined under the PartnershipAgreement for each Partnership REU submitted for repurchase.Each Limited Partner is entitled to vote with respect to matters on which holders of Broadcom ordinary shares are entitled to vote by directing the votingtrustee to vote one Special Voting Share for each Partnership REU held pursuant to the Voting Trust Agreement.Share-Based Compensation ExpenseShare-based incentive awards are provided to employees, directors and other persons who provide services to our subsidiaries under the terms of variousBroadcom equity incentive plans. Refer to Note 9. “Shareholders’ Equity” for further details.Capital Transactions with General PartnerDuring fiscal year 2016, the Partnership had capital transactions with the General Partner of $405 million which consist of capital contributions by theGeneral Partner to the Partnership and RSUs originally granted by BRCM that were assumed by Broadcom in connection with the Broadcom Merger.DistributionsThe Partnership paid cash distributions of $594 million to Broadcom, as General Partner, and cash distributions of $1.50 per Partnership REU, or $34million, to the Limited Partners during fiscal year 2016, in accordance with the Partnership Agreement.11. Income TaxesComponents of Income (Loss) from Continuing Operations Before Income TaxesSince we are incorporated in Singapore, domestic income reflects the results of operations based in Singapore. For financial reporting purposes, Income(loss) from continuing operations before income taxes included the following components (in millions): Fiscal Year 2016 2015 2014Domestic income $1,365 $1,580 $662Foreign loss (2,472) (113) (320)Income (loss) from continuing operations before income taxes $(1,107) $1,467 $342104Table of ContentsComponents of Provision for Income TaxesWe have obtained several tax incentives from the Singapore Economic Development Board, an agency of the Government of Singapore, which providethat qualifying income we earn in Singapore are subject to tax holidays or reduced rates of Singapore income tax. Each such tax incentive is separate anddistinct from the others, and may be granted, withheld, extended, modified, truncated, complied with or terminated independently without any effect on theother incentives. In order to retain these tax benefits in Singapore, we must meet certain operating conditions specific to each incentive relating to, amongother things, maintenance of a corporate headquarters function and specified intellectual property, or IP, activities in Singapore. The Singapore tax incentivesare presently scheduled to expire at various dates generally between 2020 and 2025, subject in certain cases to potential extensions, which we may or maynot be able to obtain.We also have tax holidays on our qualifying income in Malaysia, which are scheduled to expire between 2018 and 2028. The tax incentives that wehave negotiated in Malaysia are also subject to our compliance with various operating and other conditions. If we cannot, or elect not to, comply with theoperating conditions included in any particular tax incentive, we will lose the related tax benefits and we could be required to refund previously realizedmaterial tax benefits.The effect of all these tax incentives and tax holidays, in the aggregate, was to reduce the overall provision for income taxes by approximately $169million, $207 million and $99 million, for fiscal years 2016, 2015 and 2014, respectively, reduce diluted net loss per share by $0.44 for fiscal year 2016 andincrease diluted net income per share by $0.74 and $0.37 for fiscal years 2015 and 2014, respectively.Significant components of the provision for income taxes are as follows (in millions): Fiscal Year 2016 2015 2014Current tax expense: Domestic $59 $59 $14Foreign 165 237 111 224 296 125Deferred tax expense (benefit): Domestic 9 4 1Foreign 409 (224) (93) 418 (220) (92)Total provision for income taxes $642 $76 $33The provision for income taxes in fiscal year 2016 increased from fiscal year 2015 primarily due to an increase in tax associated with our undistributedearnings, partially offset by income tax benefits from losses on continuing operations and the recognition of previously unrecognized tax benefits as a resultof audit settlements. The provision for income taxes in fiscal year 2015 increased from fiscal year 2014 primarily due to the increase in profit before tax.Rate ReconciliationA reconciliation of the statutory tax rate in Singapore to the actual, effective tax rate on income (loss) before income taxes is as follows: Fiscal Year 2016 2015 2014Statutory tax rate 17.0 % 17.0 % 17.0 %Foreign income taxed at different rates (89.7) 1.8 21.1Tax holidays and concessions 15.3 (14.1) (29.2)Other, net (0.6) 0.2 (0.1)Valuation allowance — 0.3 0.8Actual tax rate on income (loss) before income taxes (58.0)% 5.2 % 9.6 %Summary of Deferred Income TaxesDeferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reportingpurposes and their basis for income tax purposes and the tax effects of net operating losses and tax credit carryforwards.105Table of ContentsThe significant components of deferred tax assets and deferred tax liabilities included on the consolidated balance sheets were as follows (in millions): October 30, 2016 November 1, 2015Deferred income tax assets: Depreciation and amortization $15 $2Inventory 6 8Trade accounts 6 9Employee benefits 216 202Employee share awards 90 58Net operating loss carryovers and credit carryovers 1,773 288Other deferred income tax assets 172 49Gross deferred income tax assets 2,278 616Less valuation allowance (1,003) (147)Deferred income tax assets 1,275 469Deferred income tax liabilities: Depreciation and amortization 263 48Notes receivable — 100Other deferred income tax liabilities 37 —Foreign earnings not indefinitely reinvested 10,954 6Deferred income tax liabilities 11,254 154 Net deferred income tax assets (liabilities) $(9,979) $315The above net deferred income tax assets (liabilities) have been reflected on the consolidated balance sheets as follows (in millions): October 30, 2016 November 1, 2015Other current assets $— $116Other current liabilities — —Net current income tax assets $— $116 Other long-term assets $308 $208Other long-term liabilities (10,287) (9)Net long-term income tax assets (liabilities) $(9,979) $199The increase in the valuation allowance from $147 million in fiscal year 2015 to $1,003 million in fiscal year 2016 is primarily related to the BroadcomMerger and an increase in state deferred tax assets not expected to be realized.As of October 30, 2016, we had U.S. federal net operating loss carryforwards of $599 million, of which $142 million are related to excess tax deductionsrelated to share-based compensation, U.S. state net operating loss carryforwards of $2,650 million, of which $198 million are related to excess tax deductionsrelated to share-based compensation, and other foreign net operating loss carryforwards of $309 million. U.S. federal and state net operating losscarryforwards, if not utilized, will begin to expire in fiscal year 2017. The other foreign net operating losses expire in various fiscal years beginning 2018. Asof October 30, 2016, we had $1,362 million and $1,125 million of U.S. federal and state research and development tax credits, respectively, which if notutilized, will begin to expire in fiscal year 2017.The U.S. Tax Reform Act of 1986 limits the use of net operating loss and tax credit carryforwards in the case of an “ownership change” of a corporationor separate return loss year limitations. Any ownership changes, as defined, may restrict utilization of carryforwards. As of October 30, 2016, we hadapproximately $457 million and $1,214 million of federal net operating loss and tax credit carryforwards, respectively, in the U.S. subject to an annuallimitation. We do not expect these limitations to result in any permanent loss of our tax benefits.106Table of ContentsAs of October 30, 2016, we had unrecognized federal and state deferred tax assets of approximately $50 million and $12 million, respectively,attributable to excess tax deductions related to stock options, the benefit of which will be credited to equity when realized.In connection with the preliminary allocation of the purchase price for Broadcom Merger, $9,921 million of net deferred tax liabilities were establishedon the acquired identifiable assets and on the excess of book basis over the tax basis of acquired investments in certain foreign subsidiaries that have notbeen indefinitely reinvested.During fiscal year 2016, we determined that we no longer intend to indefinitely reinvest our accumulated and current foreign earnings in our operationsoutside of Singapore. As a result, we made a provision for taxes on $1,854 million of our undistributed earnings as of November 1, 2015, including projectedwithholding taxes that would become payable upon the distribution of those earnings, and recognized $93 million of expense in fiscal year 2016 related tothe undistributed earnings of foreign operations that were previously considered indefinitely reinvested.Our total deferred tax liability for the excess of book basis over the tax basis increased to $10,954 million at October 30, 2016. This increase was acomponent of the provision for income taxes for fiscal year 2016.Uncertain Tax PositionsGross unrecognized tax benefits increased by $1,454 million during fiscal year 2016, resulting in gross unrecognized tax benefits of $1,983 million asof October 30, 2016. The increase in gross unrecognized tax benefits was primarily a result of the Broadcom Merger. Uncertain tax positions assumed inconnection with our acquisitions are initially estimated as of the Acquisition Date. We continue to reevaluate these items with any adjustments to ourpreliminary estimates being recognized as goodwill provided that we are within the measurement period and we continue to collect information in order todetermine their estimated values. During fiscal year 2016, we recognized $49 million of previously unrecognized tax benefits as a result of the auditsettlement with taxing authorities, and $8 million as a result of the expiration of the statute of limitations for certain audit periods.We recognize interest and penalties related to unrecognized tax benefits within provision for income taxes in the accompanying consolidatedstatements of operations. We recognized approximately $26 million of expense related to interest and penalties in fiscal year 2016. Accrued interest andpenalties are included within other long-term liabilities on the consolidated balance sheets. As of October 30, 2016 and November 1, 2015, the combinedamount of cumulative accrued interest and penalties was approximately $102 million and $43 million, respectively. The increase in cumulative accruedinterest and penalties was primarily a result of the Broadcom Merger.A reconciliation of the beginning and ending balance of gross unrecognized tax benefits is summarized as follows (in millions): Fiscal Year 2016 2015 2014Beginning of period $578 $487 $37Lapse of statute of limitations (8) (10) (14)Increases in balances related to tax positions taken during prior periods (including thoserelated to acquisitions made during the year) 1,325 94 410Decreases 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 56Decreases in balances related to settlement with taxing authorities (49) — —End of period $1,983 $578 $487A portion of our unrecognized tax benefits will affect our effective tax rate if they are recognized upon favorable resolution of the uncertain taxpositions. As of October 30, 2016, approximately $2,085 million of the unrecognized tax benefits including accrued interest and penalties would affect oureffective tax rate. As of November 1, 2015, approximately $615 million of the unrecognized tax benefits including accrued interest and penalties wouldaffect our effective tax rate.We are subject to Singapore income tax examination for fiscal years 2011 and later. Our acquired companies are subject to tax examinations in majorjurisdictions outside Singapore for fiscal years 2010 and later. We believe it is possible that we may recognize up to $8 million of our existing unrecognizedtax benefits within the next 12 months as a result of lapses of statute of limitations for certain audit periods.107Table of Contents12. Segment InformationReportable SegmentsWe have four reportable segments: wired infrastructure, wireless communications, enterprise storage and industrial & other. These segments align withour principal target markets. The segments represent components for which separate financial information is available that is utilized on a regular basis by theChief Executive Officer of Broadcom, who has been identified as the Chief Operating Decision Maker, or the CODM, as defined by authoritative guidance onsegment reporting, in determining how to allocate resources and evaluate performance. The segments are determined based on several factors, includingclient base, homogeneity of products, technology, delivery channels and similar economic characteristics.Wired Infrastructure. We provide semiconductor solutions for enabling all types of set-top boxes and the digital subscriber line, cable and fiberbroadband access markets. We also provide a wide variety of semiconductor solutions which manage the movement of data in data center, telecom, enterpriseand Small-and-Medium size Business/Remote-Office-Branch-Office networking applications. We offer a broad set of standard Ethernet switching technologyto deliver system-on-chip, or SoCs, for high performance compute applications, we supply high speed Serializer/Deserializer technology integrated intoapplication specific integrated circuits, or ASICs. In addition we provide physical layer devices which are transceivers that enable the reception andtransmission of Ethernet data packets over a physical medium such as copper wire or optical fibers. We also supply optical laser and receiver components tothe storage, Ethernet networking, access, metro and long-haul telecommunication markets.Wireless Communications. We support the wireless communications industry with a broad variety of radio frequency, or RF, semiconductor devicesthat amplify, as well as selectively filter, RF signals. In addition to RF devices, we provide a variety of optoelectronic sensors for mobile handsetapplications. We also provide connectivity solutions that include discrete and integrated Wi-Fi and Bluetooth solutions, location controllers and touchcontrollers.Enterprise Storage. Our enterprise storage products enable secure movement of digital data to and from host machines such as servers, personalcomputers and storage systems to the underlying storage devices such as hard disk drives, or HDDs and solid state drives, or SSDs. We provide read channel-based SoCs and preamplifiers to HDD original equipment manufacturers, or OEMs. In addition, we sell preamplifiers, which are used to amplify the initialsignal to and from the drive disk heads so the signal can be processed by the read channel. We provide custom flash controllers to SSD OEMs, and Serialattached small computer system interface and Redundant Array of Independent Disks controller and adapter solutions to server and storage system OEMs. Weprovide Fibre Channel Host Bus Adapters, which connect host computers such as servers to Fibre Channel Storage Area Networks, or FC SANs. FC SANs arenetworks dedicated to storage traffic and enable simultaneous high speed and secure connections among multiple host computers and multiple storage arrays.We also provide interconnect semiconductors that support the PCIe communication standards.Industrial & Other. We provide a broad variety of products for the general industrial and automotive markets. We offer optical isolators, oroptocouplers, which provide electrical insulation and signal isolation. For industrial motors and robotic motion control, we supply optical encoders, as wellas integrated circuits for the controller and decoder functions. For electronic signs and signals, we supply Light Emitting Diode assemblies that offer highbrightness and stable light output over thousands of hours, enabling us to support traffic signals, large commercial signs and other displays. For industrialnetworking, we provide faster optical transceivers using plastic optical fiber that enable quick and interoperable networking and factory automation.Our CODM assesses the performance of each segment and allocates resources to those segments based on net revenue and operating income (loss) anddoes not evaluate operating segments using discrete asset information. Operating income (loss) by segment includes items that are directly attributable toeach segment. Operating income (loss) by segment also includes shared expenses such as global operations, including manufacturing support, logistics andquality control, which are allocated primarily based on headcount, expenses associated with our globally integrated support organizations, such as sales andcorporate marketing functions, as well as finance, information technology, human resources, legal and related corporate infrastructure costs, along withcertain benefit related expenses, which are allocated primarily based on a percentage of revenue, and facilities allocated based on square footage.Unallocated ExpensesUnallocated expenses include amortization of acquisition-related intangible assets, share-based compensation expense, restructuring, impairment anddisposal charges, acquisition-related costs, including charges related to inventory step-up to fair value, and other costs, which are not used in evaluating theresults of, or in allocating resources to, our segments. Acquisition-related costs also include transaction costs and any costs directly related to the acquisitionand integration of acquired businesses.108Table of ContentsDepreciation expense directly attributable to each reportable segment is included in operating income (loss) for each segment. However, the CODMdoes not evaluate depreciation expense by operating segment and, therefore, it is not separately presented. There was no inter-segment revenue. Theaccounting policies of the segments are the same as those described in the summary of significant accounting policies.The following tables present our net revenue and operating income (loss) by reportable segment for the periods presented (in millions): Fiscal Year 2016 2015 2014Net revenue: Wired infrastructure $6,582 $1,479 $1,151Wireless communications 3,724 2,536 1,689Enterprise storage 2,291 2,180 867Industrial & other 643 629 562Total net revenue $13,240 $6,824 $4,269 Operating income (loss): Wired infrastructure $2,664 $478 $287Wireless communications 1,282 1,202 658Enterprise storage 995 855 292Industrial & other 327 310 246Unallocated expenses (5,677) (1,213) (1,045)Total operating income (loss) $(409) $1,632 $438The following tables present net revenue and long-lived asset information based on geographic region (in millions). Net revenue is based on thegeographic location of the distributors, original equipment manufacturers or contract manufacturers who purchased our products, which may differ from thegeographic location of the end customers. Long-lived assets include property, plant and equipment and are based on the physical location of the assets. Fiscal Year 2016 2015 2014Net revenue: China $7,184 $3,675 $2,106United States 1,124 755 486Singapore 250 208 161Other 4,682 2,186 1,516 $13,240 $6,824 $4,269 October 30, 2016 November 1, 2015Long-lived assets: United States $1,917 $1,116Malaysia 153 123Singapore 78 42Other 361 179 $2,509 $1,460Significant Customer InformationWe sell our products primarily through our direct sales force, distributors and manufacturers’ representatives. One direct customer accounted for 18%and 33% of our net accounts receivable balance at October 30, 2016 and November 1, 2015, respectively. During fiscal years 2016 and 2015, one directcustomer represented 14% and 24% of our net revenue, respectively. The majority of the revenue from this customer was included in our wired infrastructureand wireless communications segments109Table of Contentsfor fiscal year 2016 and the wireless communications segment for fiscal year 2015.13. Related Party Transactions2.0% Convertible Senior NotesIn May 2014, Avago completed a private placement of $1 billion in aggregate principal amount of the Convertible Notes to the Purchasers. KennethHao, a director of Broadcom, is a Managing Partner and Managing Director of Silver Lake Partners. In June 2015, the Purchasers submitted conversionnotices exercising their right to convert all of the outstanding Convertible Notes in exchange for $1 billion in cash and 13.8 million Avago ordinary shares.See Note 8. "Borrowings" for more information on the conversion of the Convertible Notes.Silicon Manufacturing Partners Pte. Ltd.As a result of the acquisition of LSI, we acquired a 51% equity interest in Silicon Manufacturing Partners Pte. Ltd., or SMP, a joint venture withGlobalFoundries. We have a take-or-pay agreement with SMP under which we have agreed to purchase 51% of the managed wafer capacity from SMP’sintegrated circuit manufacturing facility and GlobalFoundries has agreed to purchase the remaining managed wafer capacity. SMP determines its managedwafer capacity each year based on forecasts provided by us and GlobalFoundries. If we fail to purchase our required commitments, we will be required to paySMP for the fixed costs associated with the unpurchased wafers. GlobalFoundries is similarly obligated with respect to the wafers allotted to it. The agreementmay be terminated by either party upon two years written notice. The agreement may also be terminated for material breach, bankruptcy or insolvency. Wepurchased $41 million, $60 million and $30 million of inventory from SMP for fiscal years 2016, 2015 and 2014, respectively. As of October 30, 2016, theamount payable to SMP was $4 million.During fiscal years 2016, 2015 or 2014, in the ordinary course of business, we purchased from, or sold to, several entities, for which one of our directorsalso serves or served as a director or entities that are otherwise affiliated with one of our directors.The following tables summarize the transactions with these parties, including SMP and the Purchasers, for the indicated periods (for the portion of suchperiod that they were considered related) (in millions): Fiscal Year 2016 2015 2014Total net revenue $335 $183 $78Total costs and expenses including inventory purchases $81 $80 $42 October 30, 2016 November 1, 2015Total receivables $15 $7Total payables $7 $414. Commitments and ContingenciesCommitmentsThe following table summarizes contractual obligations and commitments as of October 30, 2016 (in millions): Fiscal Year Total 2017 2018 2019 2020 2021 ThereafterDebt principal, interest and fees $15,828 $850 $965 $1,019 $3,684 $2,757 $6,553Purchase commitments 1,508 1,455 53 — — — —Other contractual commitments 390 152 106 79 49 4 —Operating lease obligations 446 144 116 69 43 18 56Pension plan contributions 37 37 — — — — —Total $18,209 $2,638 $1,240 $1,167 $3,776 $2,779 $6,609Debt Principal, Interest and Fees. Represents principal, interest and commitment fees payable on borrowings and credit facilities under the 2016 CreditAgreement and the Senior Notes.Purchase Commitments. Represents unconditional purchase obligations that include agreements to purchase goods or services, primarily inventory, thatare enforceable and legally binding on us and that specify all significant terms, including110Table of Contentsfixed or minimum quantities to be purchased, fixed, minimum or variable price provisions, and the approximate timing of the transaction. Purchaseobligations exclude agreements that are cancelable without penalty. Cancellation for outstanding purchase orders for capital expenditures in connection withinternal fabrication facility expansion and construction of our new campuses is generally allowed but requires payment of all costs incurred through the dateof cancellation and, therefore, cancelable purchase orders for these capital expenditures are included in the table above.Other Contractual Commitments. Represents amounts payable pursuant to agreements related to IT, human resources, financial infrastructureoutsourcing services and other service agreements.Operating Lease Obligations. Represents real property and equipment leased from third parties under non-cancelable operating leases. Rent expensewas $229 million, $77 million and $42 million for fiscal years 2016, 2015 and 2014, respectively.Pension Plan Contributions. Represents our planned minimum contributions to our pension plans. Although additional future contributions will berequired, the amount and timing of these contributions will be affected by actuarial assumptions, the actual rate of returns on plan assets, the level of marketinterest rates, legislative changes and the amount of voluntary contributions to the plans. The amount shown in the table represents our plannedcontributions to our pension plans within a year. Because any contributions for fiscal year 2018 and later will depend on the value of the plan assets in thefuture and thus are uncertain, we have not included any amounts for fiscal year 2018 and beyond in the above table.Due to the inherent uncertainty with respect to the timing of future cash outflows associated with our unrecognized tax benefits at October 30, 2016, weare unable to reliably estimate the timing of cash settlement with the respective taxing authority. Therefore, $893 million of unrecognized tax benefits andaccrued interest classified within other long-term liabilities on our consolidated balance sheet as of October 30, 2016 have been excluded from thecontractual obligations table above.Standby Letters of CreditAs of October 30, 2016 and November 1, 2015, we had outstanding obligations relating to standby letters of credit of $12 million and $9 million,respectively. Standby letters of credit are financial guarantees provided by third parties for leases, customs, taxes and certain self-insured risks. If theguarantees are called, we must reimburse the provider of the guarantees. The fair values of the letters of credit approximate the contract amounts. The standbyletters of credit generally renew annually.ContingenciesFrom time to time, we are involved in litigation that we believe is of the type common to companies engaged in our line of business, includingcommercial disputes, employment issues and disputes involving claims by third parties that our activities infringe their patent, copyright, trademark or otherintellectual property rights. Legal proceedings are often complex, may require the expenditure of significant funds and other resources, and the outcome oflitigation is inherently uncertain, with material adverse outcomes possible. Intellectual property claims generally involve the demand by a third-party that wecease the manufacture, use or sale of the allegedly infringing products, processes or technologies and/or pay substantial damages or royalties for past, presentand future use of the allegedly infringing intellectual property. Claims that our products or processes infringe or misappropriate any third-party intellectualproperty rights (including claims arising through our contractual indemnification of our customers) often involve highly complex, technical issues, theoutcome of which is inherently uncertain. Moreover, from time to time we pursue litigation to assert our intellectual property rights. Regardless of the meritor resolution of any such litigation, complex intellectual property litigation is generally costly and diverts the efforts and attention of our management andtechnical personnel.Lawsuits Relating to the Brocade MergerOn December 13, 2016, December 15, 2016, and December 21, 2016, four putative class action complaints were filed in the United States District Courtfor the Northern District of California, entitled Steinberg v. Brocade Communications Systems, Inc., et al., No. 3:16-cv-7081-EMC, Gross v. BrocadeCommunications Systems, Inc., et al., No. 3:16-cv-7173-EJD, Jha v. Brocade Communications Systems, Inc., et al., No. 3:16-cv-7270-HRL, and Bragan v.Brocade Communications Systems, Inc., et al., No. 3:16-cv-7271-JSD, respectively. The Steinberg and Bragan complaints name as defendants Brocade, themembers of Brocade’s board of directors, Broadcom Limited, BRCM, and Merger Sub. The Gross and Jha complaints name as defendants Brocade and themembers of Brocade’s board of directors. All of the complaints assert claims under Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgatedthereunder. The complaints allege, among other things, that the board of directors of Brocade failed to provide material information and/or omitted materialinformation from the Preliminary Proxy Statement filed with the SEC on December 6, 2016 by Brocade. The complaints seek to enjoin the closing of thetransaction between Brocade and Broadcom, as well as certain other equitable and declaratory relief and attorneys’ fees and costs. 111Table of ContentsLawsuits Relating to Tessera, Inc.On May 23, 2016, Tessera Technologies, Inc., Tessera, Inc., or Tessera, and Invensas Corp., or Invensas or collectively, the Complainants, filed acomplaint to institute an investigation with the U.S. International Trade Commission, or the U.S. ITC. The Complainants allege infringement by Broadcom,BRCM, Avago and Avago Technologies U.S. Inc., or Avago U.S. or collectively, the Respondents, of three patents relating to semiconductor packaging andsemiconductor manufacturing technology. The downstream respondents, which are customers of the Respondents, are Arista Networks, Inc., ARRISInternational plc, ARRIS Group, Inc., ARRIS Technology, Inc., ARRIS Enterprises LLC, ARRIS Solutions, Inc., Pace Ltd., Pace Americas, LLC, Pace USA,LLC, ASUSteK Computer Inc., ASUS Computer International, Comcast Cable Communications, LLC, Comcast Cable Communications Management, LLC,Comcast Business Communications, LLC, HTC Corporation, HTC America, Inc., NETGEAR, Inc., Technicolor S.A., Technicolor USA, Inc., and TechnicolorConnected Home USA LLC, or collectively, the Downstream Respondents. On July 20, 2016, the U.S. ITC instituted the investigation, or the ITCInvestigation. Complainants seek the following relief: (1) a permanent limited exclusion order excluding from importation into the U.S. all of theRespondents' semiconductor devices and semiconductor device packages and Downstream Respondents’ products containing Respondents’ semiconductordevices and semiconductor device packages that infringe one or more of the three patents subject to the ITC Investigation and (2) a permanent cease anddesist order prohibiting the Respondents and Downstream Respondents and related companies from importing, marketing, advertising, demonstrating,warehousing inventory for distribution, offering for sale, selling, qualifying for use in the products of others, distributing, or using the Respondents'semiconductor devices and semiconductor device packages and Downstream Respondents’ products containing Respondents’ semiconductor devices andsemiconductor device packages that infringe one or more of the three patents subject to the ITC Investigation. On May 23, 2016, Tessera and Invensas filed a complaint against BRCM in the U.S. District Court for the District of Delaware, Case No. 1-16-cv-00379,alleging infringement of the three patents subject to the ITC Investigation. The complaint seeks compensatory damages in an unspecified amount, as well asan award of reasonable attorneys’ fees, interest, and costs. This case is stayed pending resolutions of the ITC Investigation.On May 23, 2016, Tessera and Tessera Advanced Technologies, Inc. filed a complaint against BRCM in the U.S. District Court for the District ofDelaware, Case No. 1-16-cv-00380, alleging infringement of four patents relating to semiconductor packaging and circuit technologies. On June 19, 2016,the complaint was amended to add three more patents relating to semiconductor packaging technologies for a total of seven patents in this matter. Thecomplaint seeks compensatory damages in an unspecified amount, as well as an award of reasonable attorneys’ fees, interest, and costs.On May 23, 2016, Invensas filed a Writ of Summons against Broadcom, BRCM, Broadcom Netherlands B.V. and Broadcom CommunicationsNetherlands B.V. in the Hague District Court in the Netherlands, Case No. L1422381, alleging infringement of a single European patent that is a foreigncounterpart to one of the patents subject to the ITC Investigation, or the European Patent. The named defendants also include distributors EBV ElektronikGmbH, Arrow Central Europe GmbH, and Mouser Electronics Netherlands B.V. The requested relief includes a cease-and-desist order and damages in anunspecified amount.On May 23, 2016, Invensas also filed a complaint against each of (i) Broadcom Germany GmbH and its German distributors, Case No. 7 O 97/16, and(ii) Broadcom and BRCM, Case No. 7 O 98/16, in the Mannheim District Court in Germany, alleging infringement of the European Patent. The required reliefincludes damages in an unspecified amount and an injunction preventing the sale of the accused products.On November 7, 2016, Invensas filed a complaint against Avago, Avago U.S., Emulex, LSI and PLX in the U.S. District Court for the District ofDelaware, Case No. 1-16-cv-01033, alleging infringement of two of the patents subject to the ITC Investigation. The complaint seeks compensatory damagesin an unspecified amount, as well as an award of reasonable attorneys’ fees, interest, and costs.On November 7, 2016, Tessera and Invensas filed a complaint against Avago, Avago U.S., and Avago Technologies Wireless (U.S.A.) ManufacturingInc. in the U.S. District Court for the District of Delaware, Case No. 1-16-cv-01034, alleging infringement of two patents relating to semiconductor packagingtechnology. The complaint seeks compensatory damages in an unspecified amount, as well as an award of reasonable attorneys’ fees, interest, and costs.We intend to vigorously defend these actions.Lawsuits Relating to the Acquisition of BRCMSince the announcement of the Broadcom Transaction, 11 putative class action complaints have been filed by and purportedly on behalf of allegedBRCM shareholders. Two putative class action complaints were filed in the United States District Court for the Central District of California, or the U.S.District Court, captioned: Wytas, et al. v. McGregor, et al., Case No. 8:15-cv-00979, filed on June 18, 2015; and Yassian, et al. v. McGregor, et al., Case No.8:15-cv-01303, filed on August 15,112Table of Contents2015, or the Federal Actions. On September 2, 2015, plaintiffs in the Wytas, et al. v. McGregor, et al. matter filed an amended complaint adding claims underthe U.S. federal securities laws. One putative class action complaint was filed in the Superior Court of the State of California, County of Santa Clara,captioned Jew v. Broadcom Corp., et al., Case No. 1-15-CV-281353, filed June 2, 2015. Eight putative class action complaints were filed in the SuperiorCourt of the State of California, County of Orange, captioned: Xu v. Broadcom Corp., et al., Case No. 30-2015-00790689-CU-SL-CXC, filed June 1, 2015;Freed v. Broadcom Corp., et al., Case No. 30-2015-00790699-CU-SL-CXC, filed June 1, 2015; N.J. Building Laborers Statewide Pension Fund v. Samueli, etal., Case No. 30-2015-00791484-CU-SL-CXC, filed June 4, 2015; Yiu v. Broadcom Corp., et al., Case No. 30-2015-00791490-CU-SL-CXC, filed June 4,2015; Yiu, et al. v. Broadcom Corp., et al., Case No. 30-2015-00791762-CU-BT-CXC, filed June 5, 2015; Yassian, et al. v. McGregor, et al., Case No. 30-2015-00793360-CU-SL-CXC, filed June 15, 2015; Seafarers’ Pension Plan v. Samueli, et al., Case No. 30-2015-00794492-CU-SL-CXC, filed June 19, 2015;and Engel v. Broadcom Corp., et al., Case No. 30-2015-00797343-CU-SL-CXC, filed on July 2, 2015 (together with Jew v. Broadcom Corp., et al., the StateActions). The Federal Actions and State Actions name as defendants, among other parties, BRCM, members of BRCM’s board of directors and Avago, andallege, among other things, breaches of fiduciary duties and aiding and abetting those alleged breaches. Additionally, the Federal Actions allege violationsof Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and SEC Rule 14-a9.On August 14, 2015, the Superior Court of the State of California, County of Orange, issued an order coordinating and consolidating the State Actions,captioned Broadcom Shareholder Cases, JCCP 4834. On September 18, 2015, the U.S. District Court consolidated the Federal Actions under the caption In reBroadcom Corporation Stockholder Litigation, Case No. 8:15-cv-00979. On September 25, 2015, the Superior Court of the State of California, County ofOrange, stayed the State Actions pending the outcome of the Federal Actions.On October 28, 2015, BRCM supplemented its disclosures, and filed additional proxy materials with the SEC. On November 10, 2015, BRCMshareholders voted to approve the Broadcom Transaction.On November 16, 2015, the U.S. District Court appointed lead plaintiffs and lead counsel in the Federal Actions.On January 15, 2016, lead plaintiffs in the Federal Actions filed a Second Amended Consolidated Class Action Complaint, or the Federal ConsolidatedComplaint, which names as defendants, among other parties, members of BRCM’s board of directors and Avago, and alleges breaches of fiduciary duties andaiding and abetting those alleged breaches, as well as violation of Sections 14(a) and 20(a) of the Exchange Act and SEC Rule 14-a9.On February 1, 2016, we completed the acquisition of BRCM.On September 23, 2016, the parties entered into a Stipulation and Agreement of Compromise and Settlement, or the Stipulation, which has been filedwith the U.S. District Court. Pursuant to the Stipulation, BRCM agreed to confirm certain facts concerning the Broadcom Transaction. Additionally,defendants agreed to pay or cause to be paid attorneys’ fees and expenses as may be awarded by the U.S. District Court to plaintiffs’ counsel for their efforts inprosecuting the litigation, as well as the costs of administering the settlement. The Stipulation provides that the settlement is subject to certain conditions,including final approval of the settlement and final certification of a settlement class by the U.S. District Court. The Stipulation includes a release of allclaims against defendants relating to or arising from the litigation. On December 2, 2016, the U.S. District Court granted preliminary approval of thesettlement. A hearing for final approval is scheduled for February 27, 2017.There can be no assurance that the conditions for the settlement will be satisfied and, therefore, that the settlement will be consummated on the terms setforth in the Stipulation. Accordingly, the possible loss, if any, related to these matters, including any attorneys’ fees and expenses awarded to the plaintiffs’counsel, is uncertain and cannot be reasonably estimated at this time. We believe that the claims in the litigation, including the Federal ConsolidatedComplaint, are without merit and that no misconduct or damages occurred, and if the settlement does not receive final approval, the Company intends todefend against them vigorously. Defendants are entering into the settlement to eliminate the burden, distraction, and expense of further litigation.Lawsuits Relating to the Acquisition of EmulexOn March 3, 2015, two putative shareholder class action complaints were filed in the Court of Chancery of the State of Delaware against Emulex, itsdirectors, Avago Technologies Wireless (U.S.A.) Manufacturing Inc., or AT Wireless, and Emerald Merger Sub, Inc., or Merger Sub, captioned as follows:James Tullman v. Emulex Corporation, et al., Case No. 10743-VCL (Del. Ch.); Moshe Silver ACF/Yehudit Silver U/NY/UTMA v. Emulex Corporation, et al.,Case No. 10744-VCL (Del. Ch.). On March 11, 2015, a third complaint was filed in the Delaware Court of Chancery, captioned Hoai Vu v. EmulexCorporation, et al., Case No. 10776-VCL (Del. Ch.). The complaints alleged, among other things, that Emulex’s directors breached their fiduciary duties byapproving the Agreement and Plan of Merger, dated February 25, 2015, by and among AT Wireless, Merger Sub and Emulex, or the Merger Agreement, andthat AT Wireless and Merger Sub aided and abetted these alleged breaches of fiduciary duty. The complaints sought, among other things, either to enjoin thetransaction or to rescind it following its completion, as well as damages, including attorneys’ and experts’ fees. The Delaware Court of Chancery has113Table of Contentsentered an order consolidating the three Delaware actions under the caption In re Emulex Corporation Stockholder Litigation, Consolidated C.A. No. 10743-VCL. On May 5, 2015, we completed our acquisition of Emulex. On June 5, 2015, the Court of Chancery dismissed the consolidated action withoutprejudice.On April 8, 2015, a putative class action complaint was filed in the United States District Court for the Central District of California, entitled GaryVarjabedian, et al. v. Emulex Corporation, et al., No. 8:15-cv-554-CJC-JCG. The complaint names as defendants Emulex, its directors, AT Wireless andMerger Sub, and purported to assert claims under Sections 14(d), 14(e) and 20(a) of the Exchange Act. The complaint alleged, among other things, that theboard of directors of Emulex failed to provide material information and/or omitted material information from the Solicitation/Recommendation Statement onSchedule 14D-9 filed with the SEC on April 7, 2015 by Emulex, together with the exhibits and annexes thereto. The complaint sought to enjoin the tenderoffer to purchase all of the outstanding shares of Emulex common stock, as well as certain other equitable relief and attorneys’ fees and costs. On July 28,2015, the court issued an order appointing the lead plaintiff and approving lead counsel for the putative class. On September 9, 2015, plaintiff filed a firstamended complaint seeking rescission of the merger, unspecified money damages, other equitable relief and attorneys’ fees and costs. On October 13, 2015,defendants moved to dismiss the first amended complaint, which the court granted with prejudice on January 13, 2016. Plaintiff filed a notice of appeal to theUnited States Court of Appeals for the Ninth Circuit on January 15, 2016. The appeal is captioned Gary Varjabedian, et al. v. Emulex Corporation, et al., No.16-55088. On June 27, 2016, the Plaintiff-Appellant filed his opening brief, on August 17 and August 22, 2016, the Defendants-Appellees filed theiranswering briefs, and on October 5, 2016 Plaintiff-Appellant filed his reply brief.Lawsuits Relating to the Acquisition of PLXIn June and July 2014, four lawsuits were filed in the Superior Court for the State of California, County of Santa Clara challenging our acquisition ofPLX. On July 22, 2014, the court consolidated these California actions under the caption In re PLX Technology, Inc. S’holder Litig., Lead Case No. 1-14-CV-267079 (Cal. Super. Ct., Santa Clara) and appointed lead counsel. That same day, the court also stayed the consolidated action, pending resolution of relatedactions filed in the Delaware Court of Chancery, described below.Also in June and July 2014, five similar lawsuits were filed in the Delaware Court of Chancery. On July 21, 2014, the court consolidated these Delawareactions under the caption In re PLX Technology, Inc. Stockholders Litigation, Consol. C.A. No. 9880-VCL (Del. Ch.), appointed lead plaintiffs and leadcounsel, and designated an operative complaint for the consolidated action. On July 31, 2014, counsel for lead plaintiffs in Delaware informed the court thatthey would not seek a preliminary injunction, but intend to seek damages and pursue monetary remedies through post-closing litigation. Our acquisition ofPLX closed on August 12, 2014.On October 31, 2014, lead plaintiffs filed a consolidated amended complaint. This complaint alleges, among other things, that PLX’s directors breachedtheir fiduciary duties to PLX’s stockholders by seeking to sell PLX for an inadequate price, pursuant to an unfair process, and by agreeing to preclusive dealprotections in the merger agreement. Plaintiffs also allege that Potomac Capital Partners II, L.P., Deutsche Bank Securities, Avago Technologies Wireless(U.S.A.) Manufacturing Inc., or AT Wireless, and Pluto Merger Sub, Inc., the acquisition subsidiary, aided and abetted the alleged fiduciary breaches.Plaintiffs also allege that PLX’s Solicitation/Recommendation statement on Schedule 14D-9, as filed with the SEC, contained false and misleadingstatements and/or omitted material information necessary to inform the shareholder vote. The plaintiffs seek, among other things, monetary damages andattorneys’ fees and costs. On September 3, 2015, the court granted motions to dismiss filed by AT Wireless, the acquisition subsidiary and two PLX directors,and denied motions to dismiss filed by several other PLX directors, Potomac Capital Partners II, L.P. and Deutsche Bank Securities.On August 17, 2016, the five remaining PLX director-defendants and Deutsche Bank Securities entered into a stipulation of partial settlement to resolveclaims against all of the former PLX directors and Deutsche Bank Securities asserted in the Delaware class action. The partial settlement also provides for arelease of all potential claims against AT Wireless, Pluto Merger Sub, Avago and PLX. Defendant Potomac Capital Partners II, L.P. is not a party to thesettlement. This partial settlement is subject to court approval following notice to the putative class of PLX shareholders. A hearing on the settlement washeld on November 17, 2016, and the matter was taken under submission.The Delaware class litigation is on-going.Other MattersIn addition to the matters discussed above, we are currently engaged in a number of legal actions in the ordinary course of our business.We do not believe, based on currently available facts and circumstances, that the final outcome of any pending legal proceedings, taken individually oras a whole, will have a material adverse effect on our financial condition, results of operations or cash flows. However, lawsuits may involve complexquestions of fact and law and may require the expenditure of114Table of Contentssignificant funds and other resources to defend. The results of litigation are inherently uncertain, and material adverse outcomes are possible. From time totime, we may enter into confidential discussions regarding the potential settlement of such lawsuits. Any settlement of pending litigation could require us toincur substantial costs and other ongoing expenses, such as future royalty payments in the case of an intellectual property dispute.During the periods presented, no material amounts have been accrued or disclosed in the accompanying consolidated financial statements with respectto loss contingencies associated with any legal proceedings, as potential losses for such matters are not considered probable and ranges of losses are notreasonably estimable. These matters are subject to many uncertainties and the ultimate outcomes are not predictable. There can be no assurances that theactual amounts required to satisfy any liabilities arising from the matters described above will not have a material adverse effect on our results of operations,financial position or cash flows.WarrantyWe accrue for the estimated costs of product warranties at the time revenue is recognized. Product warranty costs are estimated based upon ourhistorical experience and specific identification of the products requirements, which may fluctuate based on product mix. Additionally, we accrue forwarranty costs associated with occasional or unanticipated product quality issues if a loss is probable and can be reasonably estimated.Other IndemnificationsAs is customary in our industry and as provided for in local law in the United States and other jurisdictions, many of our standard contracts provideremedies to our customers and others with whom we enter into contracts, such as defense, settlement, or payment of judgment for intellectual property claimsrelated to the use of our products. From time to time, we indemnify customers, as well as our suppliers, contractors, lessors, lessees, companies that purchaseour businesses or assets and others with whom we enter into contracts, against combinations of loss, expense, or liability arising from various triggeringevents related to the sale and the use of our products, the use of their goods and services, the use of facilities and state of our owned facilities, the state of theassets and businesses that we sell and other matters covered by such contracts, usually up to a specified maximum amount. In addition, from time to time wealso provide protection to these parties against claims related to undiscovered liabilities, additional product liability or environmental obligations. In ourexperience, claims made under such indemnifications are rare and the associated estimated fair value of the liability is not material.15. Restructuring, Impairment and Disposal ChargesRestructuring ChargesDuring fiscal years 2016, 2015 and 2014, we initiated a series of restructuring activities intended to realign our operations to improve overall efficiencyand effectiveness. The following is a summary of significant restructuring expense recognized in continuing operations, primarily operating expenses, for theperiods specified below:•In connection with the Broadcom Merger, we began the implementation of cost reduction activities, including the expected elimination of a total ofapproximately 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 ofOctober 30, 2016 approximately 1,900 positions were eliminated. We expect to substantially complete the restructuring activities related to theBroadcom 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, forrestructuring 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 theclosure of a fabrication facility.115Table of ContentsThe following table summarizes the significant activities within, and components of, the restructuring liabilities related to continuing and discontinuedoperations during fiscal years 2016, 2015 and 2014 (in millions): EmployeeTermination Costs Leases andOther Exit Costs TotalBalance as of November 3, 2013 $— $— $—Liabilities assumed in LSI acquisition 5 4 9Restructuring charges (a) 150 22 172Utilization (121) (20) (141)Balance as of November 2, 2014 34 6 40Restructuring charges (a) 65 30 95Utilization (86) (23) (109)Balance as of November 1, 2015 13 13 26Liabilities assumed in the Broadcom Merger 2 13 15Restructuring charges (a) 445 37 482Utilization (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, 2015and 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 costsbalance is expected to be paid during the remaining terms of the leases, which extend through fiscal year 2021.Impairment and Disposal ChargesDuring fiscal year 2016, we recorded $417 million of impairment charges in our wireless communications segment and wired infrastructure segment forIPR&D projects which were abandoned as a result of integration of BRCM. In addition, we recorded impairment charges of $173 million primarily forproperty, plant and equipment acquired through the Broadcom Merger.During fiscal year 2015, we realigned certain product groups within our wired infrastructure segment and agreed to sell certain fiber optics subsystemassets to a third party, resulting in a $61 million loss to write these assets down to fair value less costs to sell. During fiscal year 2016, we recorded a $16million loss on disposal of these assets.16. Subsequent EventsCash Dividends/Distribution DeclaredOn December 6, 2016, Broadcom’s Board of Directors declared an interim cash dividend of $1.02 per Broadcom ordinary share, payable onDecember 30, 2016 to shareholders of record at the close of business (Eastern Time) on December 16, 2016, or the Broadcom Dividend.As a result of the Broadcom Dividend, and pursuant to the Partnership Agreement, the Partnership will pay a cash distribution in an amount equal to theaggregate amount of the Broadcom Dividend to Broadcom, as General Partner, and a $1.02 distribution per Partnership REU, payable on December 30, 2016,to Limited Partners of record at the close of business (Eastern Time) on December 16, 2016.116Table of ContentsSupplementary Financial Data — Quarterly Data (Unaudited) 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 $1,635Gross margin $2,171 $1,782 $1,046 $941 $997 $884 $846 $826Operating income (loss) $381 $(264) $(1,001) $475 $514 $299 $418 $401 Income (loss) from continuing operations $(606) $(303) $(1,217) $377 $470 $244 $339 $338Income (loss) from discontinued operations, netof income taxes (62) (12) (38) — (41) (4) 5 13Net income (loss) (668) (315) (1,255) 377 429 240 344 351Net 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 toordinary shares: Income (loss) per share from continuingoperations $(1.44) $(0.72) $(2.93) $1.30 $1.64 $0.85 $1.19 $1.22Income (loss) per share from discontinuedoperations, net of income taxes (0.15) (0.03) (0.09) — (0.15) (0.01) 0.02 0.04Net 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 $0.35Dividends 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 onFebruary 1, 2016. The results of BRCM include amortization of acquisition-related intangible assets of $402 million, $760 million and $749 million forthe 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 ondebt 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 ondebt extinguishment of $53 million.(5)Includes restructuring, impairment and disposal charges of $100 million.117Table of ContentsSchedule II — Valuation and Qualifying Accounts Balance atBeginningof Period Additions toAllowances ChargesUtilized/Write-offs Balance atEnd ofPeriod (In millions)Accounts receivable allowances: Distributor credit allowance(1) Fiscal year ended October 30, 2016 $66 $1,216 $(1,030) $252Fiscal year ended November 1, 2015 $58 $339 $(331) $66Fiscal year ended November 2, 2014 $38 $257 $(237) $58 Other accounts receivable allowances (2) Fiscal year ended October 30, 2016 $9 $142 $(111) $40Fiscal year ended November 1, 2015 $7 $20 $(18) $9Fiscal year ended November 2, 2014 $4 $21 $(18) $7 Income tax valuation allowance (3) Fiscal year ended October 30, 2016 $147 $882 $(26) $1,003Fiscal year ended November 1, 2015 $120 $28 $(1) $147Fiscal 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 tobe realized. The change in the fiscal year 2015 valuation allowance includes $28 million as a result of an increase in state deferred tax assets notexpected to be realized. The change in the fiscal year 2014 valuation allowance includes $94 million as a result of the LSI acquisition that does notimpact net income.ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURENot applicable.ITEM 9A.CONTROLS AND PROCEDURESBroadcom LimitedEvaluation of Disclosure Controls and Procedures.Our management, with the participation of our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, evaluated the effectiveness ofBroadcom’s disclosure controls and procedures as of October 30, 2016. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosedby a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specifiedin the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that informationrequired to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management,including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Managementrecognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectivesand management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation ofour disclosure controls and procedures as of October 30, 2016, our CEO and CFO concluded that, as of such date, our disclosure controls and procedures wereeffective at the reasonable assurance level.118Table of ContentsManagement’s Report on Internal Control Over Financial Reporting.Our management is responsible for establishing and maintaining adequate internal control over financial reporting for Broadcom Limited. Internalcontrol over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under thesupervision of, our principal executive and principal financial officers and effected by the Board, management and other personnel, to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generallyaccepted accounting principles and includes those policies and procedures that:•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 generallyaccepted accounting principles, and that receipts and expenditures of us are being made only in accordance with authorizations of management anddirectors of us; and•Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have amaterial effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate.Our management assessed the effectiveness of our internal control over financial reporting as of October 30, 2016. In making this assessment, ourmanagement used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-IntegratedFramework (2013). Based on this assessment, our management concluded that, as of October 30, 2016, our internal control over financial reporting iseffective based on those criteria.Our evaluation of the effectiveness of our internal control over financial reporting as of October 30, 2016 did not include the internal controls ofBRCM. We excluded BRCM from our assessment of internal control over financial reporting as of October 30, 2016 because it was acquired in a businesscombination in February 2016. BRCM is an indirect subsidiary of us whose total assets represent 9% and total revenues represent 53% of the relatedconsolidated financial statement amounts as of and for the year ended October 30, 2016.The effectiveness of our internal control over financial reporting, as of October 30, 2016 has been audited by PricewaterhouseCoopers LLP, anindependent registered public accounting firm, as stated in their report which is included in Part II, Item 8. of this Annual Report on Form 10-K.Changes in Internal Controls over Financial Reporting.No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during thefiscal quarter ended October 30, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.Broadcom Cayman L.P.Evaluation of Disclosure Controls and Procedures.An evaluation was conducted under the supervision and with the participation of the management of Broadcom, as our General Partner, including theCEO and CFO of Broadcom as authorized representative in its capacity as the General Partner of the Partnership, of the effectiveness of Partnership’sdisclosure controls and procedures as of October 30, 2016. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) underthe Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company inthe reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’srules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to bedisclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the management of Broadcom, asour General Partner, including its principal executive and principal financial officers, of Broadcom, as appropriate to allow timely decisions regardingrequired disclosure. Our General Partner, as our management recognizes that any controls and procedures, no matter how well designed and operated, canprovide only reasonable assurance of achieving their objectives and necessarily applies its judgment in evaluating the cost-benefit relationship of possiblecontrols and procedures. Based on the evaluation of our disclosure controls and procedures as of October 30, 2016, the management of Broadcom, as ourGeneral Partner, including the CEO and CFO concluded that, as of such date, our disclosure controls and procedures were effective at the reasonableassurance level.119Table of ContentsManagement’s Report on Internal Control Over Financial Reporting.The management of our General Partner is responsible for establishing and maintaining adequate internal control over financial reporting for thePartnership. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designedby, or under the supervision of, our principal executive and principal financial officers and effected by the Board, management and other personnel, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles and includes those policies and procedures that:•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 generallyaccepted accounting principles, and that receipts and expenditures of us are being made only in accordance with authorizations of management anddirectors of us; and•Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have amaterial effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate.The management of our General Partner assessed the effectiveness of our internal control over financial reporting as of October 30, 2016. In making thisassessment, the management of our General Partner used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission(COSO) in Internal Control-Integrated Framework (2013). Based on this assessment, the management of our General Partner concluded that, as ofOctober 30, 2016, our internal control over financial reporting is effective based on those criteria.Our evaluation of the effectiveness of our internal control over financial reporting as of October 30, 2016 did not include the internal controls ofBRCM. We excluded BRCM from our assessment of internal control over financial reporting as of October 30, 2016 because it was acquired in a businesscombination in February 2016. BRCM is a wholly-owned subsidiary of us whose total assets represent 9% and total revenues represent 53% of the relatedconsolidated financial statement amounts as of and for the year ended October 30, 2016.The effectiveness of our internal control over financial reporting, as of October 30, 2016 has been audited by PricewaterhouseCoopers LLP, anindependent registered public accounting firm, as stated in their report which is included in Part II, Item 8. of this Annual Report on Form 10-K.Changes in Internal Controls over Financial Reporting.No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during thefiscal quarter ended October 30, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.120Table of ContentsITEM 9B.OTHER INFORMATIONNot applicable.PART IIIITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEThe information regarding our directors, executive officers and compliance with Section 16(a) of the Exchange Act, set forth in the sections entitled“Proposal 1 — Election of Directors,” “Executive Officers,” “Corporate Governance” and “Section 16(a) Beneficial Ownership Reporting Compliance,” inBroadcom’s definitive Proxy Statement for our 2017 Annual General Meeting of Shareholders to be filed with the SEC within 120 days of the end of our2016 fiscal year pursuant to General Instruction G(3) to Form 10-K is hereby incorporated by reference in this section.We have adopted a written Code of Ethics and Business Conduct that applies to all of our employees and directors, including our principal executiveofficer, principal financial officer and principal accounting officer, or persons performing similar functions and have posted it in the “Investors Center —Governance” section of our website, which is located at www.broadcom.com. We intend to satisfy any disclosure requirement under Item 5.05 of Form 8-Kregarding any amendments to, or waivers from, our Code of Ethics and Business Conduct by posting such information on our website at the internet addressand location above.ITEM 11.EXECUTIVE COMPENSATIONThe information regarding executive compensation required by this Item 11 set forth in the sections entitled “Director Compensation”, “CompensationDiscussion and Analysis,” “Executive Compensation,” “Compensation Committee Report” and “Corporate Governance — Compensation CommitteeInterlocks and Insider Participation" in Broadcom’s definitive Proxy Statement for our 2017 Annual General Meeting of Shareholders to be filed with theSEC within 120 days of the end of our 2016 fiscal year pursuant to General Instruction G(3) to Form 10-K is hereby incorporated by reference in this section.However, the Compensation Committee Report included in such definitive Proxy Statement shall not be deemed “filed” with the SEC for the purposes ofSection 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made byus with the SEC, regardless of any general incorporation language in such filing.ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSThe information regarding security ownership of certain beneficial owners and management and related shareholder matters required by this Item 12 setforth in the section entitled “Security Ownership of Certain Beneficial Owners, Directors and Executive Officers” and “Equity Compensation PlanInformation” in Broadcom’s definitive Proxy Statement for our 2017 Annual General Meeting of Shareholders to be filed with the SEC within 120 days of theend of our 2016 fiscal year pursuant to General Instruction G(3) to Form 10-K is hereby incorporated by reference in this section.ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEThe information regarding certain relationships, related transactions and director independence required by this Item 13 set forth in the sectionsentitled “Corporate Governance” and “Certain Relationships and Related Party Transactions” in Broadcom’s definitive Proxy Statement for our 2017 AnnualGeneral Meeting of Shareholders to be filed with the SEC within 120 days of the end of our 2016 fiscal year pursuant to General Instruction G(3) to Form 10-K is hereby incorporated by reference in this section.ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICESThe information regarding principal accounting fees and services required by this Item 14 set forth in the proposal relating to the re-appointment of ourindependent registered public accounting firm in Broadcom’s definitive Proxy Statement for our 2017 Annual General Meeting of Shareholders to be filedwith the SEC within 120 days of the end of our 2016 fiscal year pursuant to General Instruction G(3) to Form 10-K is hereby incorporated by reference in thissection.121Table of ContentsPART IVITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES(a) The following are filed as part of this Annual Report on Form 10-K:1. Financial StatementsThe following consolidated financial statements are included in Item 8 of this Annual Report on Form 10-K: PageReports of Independent Registered Public Accounting Firm59Financial Statements of Broadcom Limited Consolidated Balance Sheets62Consolidated Statements of Operations63Consolidated Statements of Comprehensive Income (Loss)64Consolidated Statements of Cash Flows65Consolidated Statements of Shareholders’ Equity66Financial Statements of Broadcom Cayman L.P. Consolidated Balance Sheets67Consolidated Statements of Operations68Consolidated Statements of Comprehensive Income (Loss)69Consolidated Statements of Cash Flows70Consolidated Statements of Partners’ Capital71Notes to Consolidated Financial Statements (Broadcom Limited and Broadcom Cayman L.P.)73 2. Financial Statement SchedulesThe financial statement schedule required by Item 15(a) (Schedule II, Valuation and Qualifying Accounts) is included in Item 8 of this Annual Reporton Form 10-K.Schedules not filed have been omitted because they are not applicable, are not required or the information required to be set forth therein is included inthe financial statements or notes thereto.3. ExhibitsThe exhibits listed in the Exhibit Index immediately preceding the exhibits are filed with or incorporated by reference in this Annual Report onForm 10-K.122Table of ContentsSIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed onits behalf by the undersigned, thereunto duly authorized. BROADCOM LIMITED By: /s/ Hock E. Tan Name:Hock E. Tan Title:President and Chief Executive Officer Date: December 23, 2016 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 Date: December 23, 2016POWER OF ATTORNEYEach person whose individual signature appears below hereby authorizes and appoints Hock E. Tan, Thomas H. Krause, Jr., Patricia H. McCall andKirsten M. Spears, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawfulattorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in eachcapacity stated below, and to file any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and otherdocuments in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, fullpower and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or theiror his substitute or substitutes may lawfully do or cause to be done by virtue thereof.123Table of ContentsPursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons onbehalf of the Registrant in the capacities indicated and on the dates indicated.Signature Title Date /s/ Hock E. Tan President and Chief ExecutiveOfficer and Director(Principal Executive Officer) December 23, 2016Hock E. Tan /s/ Thomas H. Krause, Jr. Chief Financial Officer(Principal Financial Officer) December 23, 2016Thomas H. Krause, Jr. /s/ Kirsten M. Spears Principal Accounting Officer December 23, 2016Kirsten M. Spears /s/ James Diller Sr. Chairman of the Board of Directors December 23, 2016James Diller Sr. /s/ Lewis C. Eggebrecht Director December 23, 2016Lewis C. Eggebrecht /s/ Kenneth Y. Hao Director December 23, 2016Kenneth Y. Hao /s/ Eddy W. Hartenstein Director December 23, 2016Eddy W. Hartenstein /s/ Check Kian Low Director December 23, 2016Check Kian Low /s/ Donald Macleod Director December 23, 2016Donald Macleod /s/ Peter J. Marks Director December 23, 2016Peter J. Marks /s/ Justine Page Director December 23, 2016Justine Page /s/ Henry Samueli Director December 23, 2016Henry Samueli 124Table of ContentsEXHIBIT INDEXExhibitNo. Incorporated by Referenced Herein FiledHerewith Description FormFiling Date 2.1# Agreement and Plan of Merger, dated as of April 10,2013, by and among CyOptics, Avago TechnologiesWireless (U.S.A.) Manufacturing Inc., CelsusAcquisition Corp., Avago Technologies Limited,Avago Technologies Finance Pte. Ltd. andShareholder Representative Services LLC. Avago Technologies Limited Current Report onForm 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, AvagoTechnologies Limited, Avago TechnologiesWireless (U.S.A.) Manufacturing, Inc. and LeopoldMerger Sub, Inc. Avago Technologies Limited Current Report onForm 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, AvagoTechnologies Limited, Safari Cayman L.P., AvagoTechnologies Cayman Holdings Ltd., AvagoTechnologies Cayman Finance Limited, Buffalo CSMerger Sub, Inc., Buffalo UT Merger Sub, Inc. andBroadcom Corporation. Avago Technologies Limited Current Report onForm 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 AvagoTechnologies Limited and Broadcom Corporation. Avago Technologies Limited Current Report onForm 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 CommunicationsSystems, Inc., Broadcom Limited, BroadcomCorporation 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 LimitedPartnership 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, BroadcomCayman 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’sOrdinary Shares. Broadcom Limited Registration Statement on FormS-3 (Commission File No. 333-209923)March 4, 2016 4.2 Indenture, dated as of May 6, 2014, between AvagoTechnologies Limited and U.S. Bank NationalAssociation as Trustee, related to 2% ConvertibleSenior Notes due 2021. Avago Technologies Limited Current Report onForm 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, SLPArgo I Ltd. and SLP Argo II Ltd. Avago Technologies Limited Current Report onForm 8-K (Commission File No. 001-34428)May 6, 2014 125Table of ContentsExhibitNo. Incorporated by Referenced Herein FiledHerewith Description FormFiling 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 onForm 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. AmendmentNo. 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, byand among Avago Technologies Cayman HoldingsLtd., 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, datedas of April 1, 2016, to the Credit Agreement amongAvago Technologies Cayman Holdings Ltd., AvagoTechnologies Cayman Finance Limited, BCLuxembourg S.à r.l. and the additional Term Alender. 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 Agreementamong Avago Technologies Cayman Holdings Ltd.,Avago Technologies Cayman Finance Limited, BCLuxembourg S.à r.l., Bank of America, N.A., asadministrative agent and the lenders party thereto. Broadcom Limited Current Report on Form 8-K(Commission File No. 001-37690)August 3,2016 126Table of ContentsExhibitNo. Incorporated by Referenced Herein FiledHerewith Description FormFiling Date 10.10 First Amendment, dated as of August 2, 2016, to theCredit Agreement among Avago TechnologiesCayman Holdings Ltd., Avago TechnologiesCayman Finance Limited, BC Luxembourg S.à r.l.,Bank of America, N.A., as administrative agent andthe 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, tothe Credit Agreement among Avago TechnologiesCayman Holdings Ltd., Avago TechnologiesCayman Finance Limited, BC Luxembourg S.à r.l.,Bank of America, N.A., as administrative agent andthe 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, betweenAgilent Technologies Singapore Pte. Ltd. andAvago Technologies Manufacturing (Singapore)Pte. Ltd., relating to Avago’s facility at 1 YishunAvenue 7, Singapore 768923. Avago Technologies Limited Registration AnnualReport on Form 10-K (Commission File No. 001-33428)December 15,2010 10.13 Amendments of Sublease Agreement betweenAgilent Technologies Singapore Pte. Ltd. andAvago Technologies Manufacturing (Singapore)Pte. Ltd., relating to Avago's facility at 1 YishunAvenue 7 Singapore 768923. Avago Technologies Limited Registration AnnualReport on Form 10-K (Commission File No. 001-33428)December 17,2015 10.14 Amendment No. 3 of Sublease Agreement betweenAgilent Technologies Singapore Pte. Ltd. andAvago Technologies Manufacturing (Singapore)Pte. Ltd., relating to Avago’s facility at 1 YishunAvenue 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 Housingand Development Board to Compaq Asia Pte Ltd inrespect of the land and structures comprised in Lot1935X of Mukim 19, dated September 26, 2000, andincludes the Variation of Lease I/49501Q registeredJanuary 15, 2002, relating to Avago’s facility at 1Yishun Avenue 7, Singapore 768923. Avago Technologies Finance Pte. Ltd. RegistrationStatement on Form F-4 (Commission File No. 333-137664)November 15,2006 10.16 Lease No. I/31607P issued by Singapore Housingand Development Board to Compaq Asia Pte Ltd inrespect of the land and structures comprised in Lot1937C of Mukim 19, dated September 26, 2000, andincludes the Variation of Lease I/49499Q registeredJanuary 15, 2002, relating to Avago’s facility at 1Yishun Avenue 7, Singapore 768923. Avago Technologies Finance Pte. Ltd. RegistrationStatement on Form F-4 (Commission File No. 333-137664)November 15,2006 10.17 Lease No. I/33182P issued by Singapore Housingand Development Board to Compaq Asia Pte Ltd inrespect of the land and structures comprised in Lot2134N of Mukim 19, dated September 26, 2000, andincludes the Variation of Lease I/49500Q registeredJanuary 15, 2002, relating to Avago’s facility at 1Yishun Avenue 7, Singapore 768923. Avago Technologies Finance Pte. Ltd. RegistrationStatement on Form F-4 (Commission File No. 333-137664)November 15,2006 127Table of ContentsExhibitNo. Incorporated by Referenced Herein FiledHerewith Description FormFiling Date 10.18 Lease No. I/33160P issued by Singapore Housingand Development Board to Compaq Asia Pte Ltd inrespect of the land and structures comprised in Lot1975P of Mukim 19, dated September 26, 2000, andincludes the Variation of Lease I/49502Q registeredJanuary 15, 2002, relating to Avago’s facility at 1Yishun Avenue 7, Singapore 768923. Avago Technologies Finance Pte. Ltd. RegistrationStatement 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/aJumbo Portfolio Sdn. Bhd.), relating to Avago’sfacility at Bayan Lepas Free Industrial Zone, 11900Penang, Malaysia. Amendment No. 1 to Avago Technologies LimitedRegistration Statement on Form S-1 (CommissionFile No. 333-153127)October 1,2008 10.20 Supplemental Agreement to Tenancy Agreement,dated December 1, 2005, between AgilentTechnologies (Malaysia) Sdn. Bhd. and AvagoTechnologies (Malaysia) Sdn. Bhd. (f/k/a JumboPortfolio Sdn. Bhd.), relating to Avago’s facility atBayan Lepas Free Industrial Zone, 11900 Penang,Malaysia. Amendment No. 1 to Avago Technologies LimitedRegistration Statement on Form S-1 (CommissionFile 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 toAvago’s facility at Bayan Lepas Free IndustrialZone, 11900 Penang, Malaysia. Amendment No. 1 to Avago Technologies LimitedRegistration Statement on Form S-1 (CommissionFile No. 333-153127)October 1,2008 10.22 Lease Agreement dated as of April 29, 2005 by andbetween TriQuint Optoelectronics, Inc. andCyOptics, Inc. and related amendments andrenewals. Avago Technologies Limited Quarterly Report onForm 10-Q (Commission File No. 001-34428)September 13,2013 10.23 Lease Agreement dated May 18, 2000 between M-DDowntown Sunnyvale, LLC and the BroadcomCorporation. Broadcom Corporation Annual Report on Form 10-K (Commission File No. 000-23993)March 31,2003 10.24 Amendment dated September 30, 2005 to LeaseAgreement dated May 18, 2000 between M-DDowntown Sunnyvale, LLC and BroadcomCorporation. Broadcom Corporation Annual Report on Form 10-K (Commission File No. 000-23993)February 4,2009 10.25 Second Amendment dated October 15, 2010 toLease Agreement dated May 18, 2000 between M-DDowntown Sunnyvale, LLC and BroadcomCorporation. Broadcom Corporation Annual Report on Form 10-K (Commission File No. 000-23993)February 2,2011 10.26* Lease Agreement dated December 29, 2004 betweenIrvine Commercial Property Company andBroadcom Corporation. Broadcom Corporation Annual Report on Form 10-K (Commission File No. 000-23993)March 1, 2005 10.27 First Amendment, Second Amendment, and ThirdAmendment dated June 7, 2005, April 9, 2007 andApril 9, 2007, respectively, to Lease dated December29, 2004 between Irvine Commercial PropertyCompany LLC and Broadcom Corporation. Broadcom Corporation Quarterly Report on Form10-Q (Commission File No. 000-23993)October 24,2007 128Table of ContentsExhibitNo. Incorporated by Referenced Herein FiledHerewith Description FormFiling Date 10.28 Fourth Amendment dated November 19, 2007 toLease dated December 29, 2004 between IrvineCommercial Property Company LLC and BroadcomCorporation. 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 Leasedated December 29, 2004 between The IrvineCompany 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 Leasedated December 29, 2004 between The IrvineCompany 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 betweenIrvine Commercial Property Company LLC andBroadcom 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 LeaseAgreement dated October 31, 2007 between IrvineCommercial Property Company LLC and BroadcomCorporation. Broadcom Corporation Annual Report on Form 10-K (Commission File No. 000-23993)February 4,2009 10.33 Second Amendment, Third Amendment, and FourthAmendment dated July 30, 2010, September 14,2010 and November 15, 2010, respectively, to LeaseAgreement dated October 31, 2007 between IrvineCommercial Property Company LLC and BroadcomCorporation. 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, 2011and August 2, 2011, respectively to LeaseAgreement dated October 31, 2007 between IrvineCommercial Property Company LLC and BroadcomCorporation. 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 LeaseAgreement dated October 31, 2007 between IrvineCommercial Property Company LLC and BroadcomCorporation. Broadcom Corporation Annual Report on Form 10-K (Commission File No. 000-23993)January 30,2013 10.36 Eighth Amendment dated February 26, 2013 toLease Agreement dated October 31, 2007 betweenThe Irvine Company LLC and BroadcomCorporation. 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 LeaseAgreement dated October 31, 2007 between TheIrvine 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-AssertAgreement by and between Qualcomm Incorporatedand Broadcom Corporation. Broadcom Corporation Current Report on Form 8-K/A (Commission File No. 000-23993)July 23, 2009 129Table of ContentsExhibitNo. Incorporated by Referenced Herein FiledHerewith Description FormFiling 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 toAvago’s facility at Bayan Lepas Free IndustrialZone, 11900 Penang, Malaysia. Amendment No. 1 to Avago Technologies LimitedRegistration Statement on Form S-1 (CommissionFile No. 333-153127)October 1,2008 10.40+ Avago Technologies Limited 2009 Equity IncentiveAward Plan. Avago Technologies Limited RegistrationStatement on Form S-1 (Commission File No. 333-153127)July 27, 2009 10.41+ Second Amended and Restated Employee SharePurchase 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 forExecutive Employees of Avago TechnologiesLimited and Subsidiaries. Avago Technologies Finance Pte. Ltd. AmendmentNo. 1 to Annual Report on Form 20-F/A(Commission File No. 333-137664)February 27,2008 10.43+ Amendment to the Amended and RestatementEquity Incentive Plan for Executives Employees ofAvago Technologies Limited and Subsidiaries. X10.44+ LSI Corporation 2003 Equity Incentive Plan, asamended. Avago Technologies Limited RegistrationStatement on Form S-8 (Commission File No. 333-195741)May 6, 2014 10.45+ Amendment to the LSI Corporation 2003 EquityIncentive Plan. X10.46+ Emulex Corporation 2005 Equity Incentive Plan Avago Technologies Limited RegistrationStatement on Form S-8 (Commission File No. 333-203858)May 5, 2015 10.47+ Amendment to the Amended and Restated EmulexCorporation 2005 Equity Incentive Plan. X10.48+ 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 2012Stock Incentive Plan. X130Table of ContentsExhibitNo. Incorporated by Referenced Herein FiledHerewith Description FormFiling 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 1998Stock Incentive Plan. X 10.52+ Form of Annual Bonus Plan for ExecutiveEmployees. X10.53+ Form of Option Agreement Under AvagoTechnologies Limited 2009 Equity Incentive AwardPlan. Amendment No. 5 to Avago Technologies LimitedRegistration Statement on Form S-1 (CommissionFile No. 333-153127)July 27, 2009 10.54+ Form of Restricted Share Unit Agreement (Sell toCover) Under Avago Technologies Limited 2009Equity Incentive Award Plan. Avago Technologies Limited Quarterly Report onForm 10-Q (Commission File No. 001-34428)June 7, 2013 10.55+ Form of Restricted Share Unit Agreement (Sell toCover) Under Avago Technologies Limited 2009Equity 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 AgreementUnder the Amended and Restated Equity IncentivePlan for Executive Employees of AvagoTechnologies Limited and Subsidiaries for U.S.employees. Amendment No. 1 to Avago Technologies LimitedRegistration Statement on Form S-1 (CommissionFile No. 333-153127)October 1,2008 10.57+ Form of Option Agreement under LSI Corporation2003 Equity Incentive Plan, as amended. Avago Technologies Limited RegistrationStatement on Form S-8 (Commission File No. 333-196438)June 2, 2014 10.58+ Form of Restricted Stock Unit Award Agreementunder LSI Corporation 2003 Equity Incentive Plan,as amended. Avago Technologies Limited RegistrationStatement on Form S-8 (Commission File No. 333-196438)June 2, 2014 10.59+ Form of Restricted Stock Unit Award Agreementunder 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 RestatedRestricted Stock Units Incentive Award Program. Broadcom Corporation Quarterly Report on Form10-Q (Commission File No. 000-23993)April 24, 2014 10.61+ Amendment to Broadcom Corporation Amendedand Restated Restricted Stock Units IncentiveAward Program. Broadcom Corporation Quarterly Report on Form10-Q (Commission File No. 000-23993)July 30, 2015 10.62+ Form of Restricted Stock Unit Issuance Agreementfor executive officers under the BroadcomCorporation 2012 Stock Incentive Plan (for RSUsgoverned by the RSU Incentive Award Program (3year cliff vesting)). Broadcom Corporation Annual Report on Form 10-K (Commission File No. 000-23993)January 30,2014 131Table of ContentsExhibitNo. Incorporated by Referenced Herein FiledHerewith Description FormFiling Date 10.63+ Form of Award Letter under the BroadcomCorporation Restricted Stock Units Incentive AwardProgram. Broadcom Corporation Quarterly Report on Form10-Q (Commission File No. 000-23993)April 24, 2014 10.64+ Form of Restricted Stock Unit Award Agreementunder Broadcom Corporation 2012 Stock IncentivePlan (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 EquityAwards in the Event of Death or PermanentDisability. Avago Technologies Limited Current Report onForm 10-Q (Commission File No. 001-34428)September 10,2015 10.66+ Severance Benefits Agreement, dated January 23,2014, between Avago Technologies Limited andHock E. Tan. Avago Technologies Limited Quarterly Report onForm 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. X10.68+ Severance Benefits Agreement, dated June 3, 2015,between Avago Technologies Limited and CharlieKawwas. Avago Technologies Limited Quarterly Report onForm 10-Q (Commission File No. 001-34428).June 10, 2015 10.69+ Severance Benefits Agreement, dated January 30,2014, between Avago Technologies Limited andBryan Ingram. Avago Technologies Limited Quarterly Report onForm 10-Q (Commission File No. 001-34428)March 13,2014 10.70+ Severance Benefits Agreement, dated January 24,2014, between Avago Technologies Limited andPatricia H. McCall. Avago Technologies Limited Quarterly Report onForm 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 Limitedand Bryan T. Ingram. Avago Technologies Limited Annual Report onForm 10-K (Commission File No. 001-34428)December 17,2015 10.72+ Continuing Employment Offer Letter, dated June 3,2015, between Avago Technologies Limited andCharlie Kawwas. Avago Technologies Limited Quarterly Report onForm 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 HenrySamueli. Broadcom Limited Quarterly Report on Form 10-Q(Commission File No. 001-37690)March 10,2016 10.74+ Performance Share Unit Award Agreement, datedJune 15, 2016, between Broadcom Limited andHock 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, byand between Broadcom Limited and Anthony E.Maslowski. X21.1 List of Subsidiaries. X23.1 Consent of PricewaterhouseCoopers LLP,independent registered public accounting firm. X24.1 Power of Attorney (see signature page to thisForm 10-K). X132Table of ContentsExhibitNo. Incorporated by Referenced Herein FiledHerewith Description FormFiling Date 31.1 Certification of Principal Executive Officer ofBroadcom Limited Pursuant to Rule 13a-14 of theSecurities Exchange Act of 1934, As AdoptedPursuant to Section 302 of the Sarbanes-Oxley Actof 2002. X31.2 Certification of Principal Financial Officer ofBroadcom Limited Pursuant to Rule 13a-14 of theSecurities Exchange Act of 1934, As AdoptedPursuant to Section 302 of the Sarbanes-Oxley Actof 2002. X31.3 Certification of Principal Executive Officer ofBroadcom Cayman L.P. Pursuant to Rule 13a-14 ofthe Securities Exchange Act of 1934, As AdoptedPursuant to Section 302 of the Sarbanes-Oxley Actof 2002. X31.4 Certification of Principal Financial Officer ofBroadcom Cayman L.P. Pursuant to Rule 13a-14 ofthe Securities Exchange Act of 1934, As AdoptedPursuant to Section 302 of the Sarbanes-Oxley Actof 2002. X32.1 Certification of Principal Executive Officer ofBroadcom Limited Pursuant to 18 U.S.C.Section 1350, As Adopted Pursuant to Section 906of the Sarbanes-Oxley Act of 2002. X32.2 Certification of Principal Financial Officer ofBroadcom Limited Pursuant to 18 U.S.C.Section 1350, As Adopted Pursuant to Section 906of the Sarbanes-Oxley Act of 2002. X32.3 Certification of Principal Executive Officer ofBroadcom Cayman L.P. Pursuant to 18 U.S.C.Section 1350, As Adopted Pursuant to Section 906of the Sarbanes-Oxley Act of 2002. X32.4 Certification of Principal Financial Officer ofBroadcom Cayman L.P. Pursuant to 18 U.S.C.Section 1350, As Adopted Pursuant to Section 906of the Sarbanes-Oxley Act of 2002. X101.INS XBRL Instance Document X101.SCH XBRL Schema Document X101.CAL XBRL Calculation Linkbase Document X101.DEF XBRL Definition Linkbase Document X101.LAB XBRL Labels Linkbase Document X101.PRE XBRL Presentation Linkbase Document XNotes:+ 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 ofany omitted schedules upon request by the SEC.* Certain information omitted pursuant to a request for confidential treatment filed with the SEC.133AMENDMENT TO THE AMENDED AND RESTATEDEQUITY INCENTIVE PLAN FOR EXECUTIVE EMPLOYEES OF AVAGO TECHNOLOGIES LIMITEDAND SUBSIDIARIESFebruary 1, 2016This Amendment (this “Amendment”) to the Equity Incentive Plan for Executive Employees of Avago Technologies Limitedand Subsidiaries, as amended (as amended, the “Plan”) is effective as of the date first set forth above, such amendment beingapproved by the Board of Directors of Broadcom Limited (the “Company”) pursuant to Section 11 of the Plan. The Plan is herebyamended as follows:1.The reference to “Avago Technologies Limited, a company organized under the laws of Singapore” in Section 1(a) of thePlan shall be deleted and replaced with “Broadcom Limited, a limited company incorporated under the Republic ofSingapore.”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 theCompany.4.Except as provided in this Amendment, the Plan shall remain in full force and effect.* * * * *AMENDMENT TO THE LSI CORPORATION2003 EQUITY INCENTIVE PLANFebruary 1, 2016This Amendment (this “Amendment”) to the LSI Corporation 2003 Equity Incentive Plan, as amended (as amended, the“Plan”) is effective as of the date first set forth above, such amendment being approved by the Board of Directors of BroadcomLimited (the “Company”) pursuant to Section 11.2 of the Plan. The Plan is hereby amended as follows:1.The following will replace Section 2.11 of the Plan in its entirety:“2.11 ‘Company’ means Broadcom Limited (Registration No. 201505572G), a limited company incorporated under theRepublic of Singapore.”2.All references to “ordinary shares,” “shares,” “stock,” “common stock,” “shares of common stock” or other similar termsin 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.* * * * *AMENDMENT TO THEAMENDED AND RESTATED EMULEX CORPORATION2005 EQUITY INCENTIVE PLANFebruary 1, 2016This Amendment (this “Amendment”) to the Amended and Restated Emulex Corporation 2005 Equity Incentive Plan (the“Plan”) is effective as of the date first set forth above, such amendment being approved by the Board of Directors of BroadcomLimited (the “Company”) pursuant to Section 9 of the Plan. The Plan is hereby amended as follows:1.All references in the Plan to the “Company” or “Emulex Corporation” shall refer to the Company. The following willreplace Section 2.17 of the Plan in its entirety:“2.17 “Company” means Broadcom Limited, a limited Company incorporated under the Republic of Singapore.”2.All references to “stock,” “shares,” “common stock,” “shares of common stock” or other similar terms in the Plan shallrefer to the ordinary shares of the Company. The following will replace Section 2.16 of the Plan in its entirety:“2.16 “Shares” means the ordinary shares of the Company.”3.Except as provided in this Amendment, the Plan shall remain in full force and effect.* * * * *AMENDMENT TO THEBROADCOM CORPORATION2012 STOCK INCENTIVE PLANFebruary 1, 2016This Amendment (this “Amendment”) to the Broadcom Corporation 2012 Stock Incentive Plan, as amended and restatedJanuary 28, 2015 (as amended, the “Plan”) is effective as of the date first set forth above, such amendment being approved by theBoard of Directors of Broadcom Limited (the “Company”) pursuant to Article Five, Section IV.A of the Plan. The Plan is herebyamended as follows:1.All references to the “Corporation,” “Broadcom Corporation” or “Broadcom Corporation, a California corporation” in the Planshall refer to the Company. The following will replace Section F of the Appendix to the Plan in its entirety:“F. Corporation shall mean Broadcom Limited (Registration No. 201505572G), a limited company incorporated under theRepublic of Singapore.”2.All references to “stock,” “common stock,” “shares of common stock” or other similar terms in the Plan shall refer to theordinary shares of the Corporation. All references to “shares of Common Stock,” “Class A Common Stock” or “CommonStock” 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.The following will replace Article One, Section V.A of the Plan in its entirety:“A. The shares issuable under the Plan shall be shares of authorized but unissued Shares, including shares repurchased by theCorporation on the open market. Subject to the automatic share increase provisions of Section V.B. of this Article One and anyadditional shares authorized by the vote of the Board and approved by the shareholders, the number of Shares reserved forissuance under the Plan from and after February 1, 2016 shall not exceed 85,222,200 shares.”5.The following will replace Article One, Section V.B of the Plan in its entirety:“B. The number of Shares available for issuance under the Plan shall automatically increase on the first trading day of Januaryeach calendar year during the term of the Plan, commencing on the first trading day of January of calendar year 2017, by12,195,965 Shares.”16.The following will replace Article One, Section V.C of the Plan in its entirety:“C. No one person participating in the Plan may be granted Awards for more than 3,956,992 Shares in the aggregate percalendar year.”7.The following will replace Article Four of the Plan in its entirety:“ARTICLE FOUR[Intentionally Omitted.]”8.All references to Article Four of the Plan and to the “Director Automatic Grant Program” will be deleted in their entirety. Thefollowing will replace Section H of the Appendix of the Plan in its entirety:“H. [Intentionally Omitted.]”9.Except as provided in this Amendment, the Plan shall remain in full force and effect.* * * * *AMENDMENT TO THE BROADCOM CORPORATION 1998 STOCK INCENTIVEPLANFebruary 1, 2016This Amendment (this “Amendment”) to the Broadcom Corporation 1998 Stock Incentive Plan, as amended and restatedNovember 11, 2010 (as amended, the “Plan”) is effective as of the date first set forth above, such amendment being approved by theBoard of Directors of Broadcom Limited (the “Company”) pursuant to Article Five, Section IV.A of the Plan. The Plan is herebyamended as follows:1.All references to the “Corporation,” “Broadcom Corporation” or “Broadcom Corporation, a California corporation” in thePlan shall refer to the Company. The following will replace Section F of the Appendix to the Plan in its entirety:“F. Corporation shall mean Broadcom Limited (Registration No. 201505572G), a limited company incorporated under theRepublic of Singapore.”2.All references to “stock,” “common stock,” “shares of common stock” or other similar terms in the Plan shall refer to theordinary shares of the Corporation. All references to “shares of Common Stock,” “Class A Common Stock” or “CommonStock” 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 theCompany, 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:“ARTICLE FOUR[Intentionally Omitted.]”7.All references to Article Four of the Plan and to the “Director Automatic Grant Program” will be deleted in their entirety. Thefollowing will replace Section H of the Appendix of the Plan in its entirety:“H. [Intentionally Omitted.]”8.Except as provided in this Amendment, the Plan shall remain in full force and effect.* * * * *Form of Annual Performance Bonus PlanFor Executive EmployeesDocument: Annual Performance Bonus Plan for ExecutivesApplicability: Executive employees (Vice President, Senior VicePresident, President and Chief Executive Officer (“CEO”))Approved:Effective Date:Amended & Restated:Review date: AnnualPurposeThe purpose and scope of the Annual Performance Bonus (“APB”) Plan Document for Executive Employees is to define the process to award theannual incentive bonus and to ensure the Plan parameters are managed consistently across Broadcom Ltd. (the “Company”).IntroductionThe Company has established the Annual Performance Bonus (“Program”) for eligible executive employees. The objectives of this discretionaryProgram are to:▪Share the success of the Company▪Reward employees for outstanding business results▪Recognize levels of individual performance multiplier▪Foster teamwork▪Retain employeesProgram Period Incentive awards under the Program are based on Corporate performance and, where applicable, Business Division or Function performancemeasured against predetermined targets for each Program period. The Program period begins on the first day of each fiscal year and ends on thelast day of the fiscal year.EligibilityPg 1 of 1 Broadcom Ltd.Prior to the beginning of each Program period the criteria for participation in the Program will be set by the Compensation Committee of theCompany’s Board of Directors (the “Compensation Committee”) and recommended to the Board of Directors for final approval.Conditions of Eligibility: All regular full-time and regular part-time executive employees who are:•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 periodDescriptionThe performance results for the Program period are based on a weighting system comprised of Corporate performance and where applicableBusiness Division/Function performance.CorporateCorporate performance for the Program period will be based on thePerformance attainment of Company targets as defined for the specific fiscal year: Targetsare approved and recommended by the CEO and the Compensation Committee to the Company’s Board of Directors (the“Board”) for final approval. Attainment measurements and targets are maintained by Finance.Business DivisionBusiness Division or Function performance for the Program period will beor Function based on the attainment of Business Division or Function goals. GoalsPerformanceare approved and recommended by the CEO and the Compensation Committee to the Board for final approval. Attainmentmeasurements and targets are maintained by Finance. The Division or Function metrics used to calculate an eligibleemployee’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 AwardThe Program award payout (“Program Award”) for each participant will beDeterminationdetermined as follows.Definitions: 1.Eligible Earnings: Represent base wages paid during the performance period and include vacation, holiday and sick pay. Eligibleearnings exclude, bonus payments, allowances and any leave payments or reimbursements to the employee or the Company made bylocal 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 linearformula.3.Performance Multiplier: Based on performance each participant, other than the CEO, will be assigned a performance multiplier on ascale 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 thePg 2 of 2 Broadcom Ltd.discretion of the Board, the CEO may be assigned a performance multiplier on a scale of 0.5 to 1.5.4.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.Target Bonus Percent is prorated based on eligibility and may be prorated based on a change in an executive’s function or position thatresults in a change in Target Bonus Percentage during the performance period.Any exceptions require approval from both the CEO and the Compensation Committee, or from the Board in the case of the CEO.PayoutThe fiscal year end payout is made in cash after the end of the fiscal year and is calculated using the payout formula based on:•Actual attainment against fiscal year Corporate and Division/Function metrics•Current year performance multiplierPayout formulaFY Eligible EarningsxAttainment %xPerformance MultiplierxTarget Bonus %Eligible Earnings Paid inLocal Currency Performance Result forCompany and Business Individual Multiplier Individual Bonus % Based on JobLevelMetricWeightThresholdPayoutMinimumPayoutTargetPayoutMaximumRevenue $25%__%150%100%150%Operating Profit %25%__%150%100%150%Business Division orFunction Results (includesDirect Expenses)50%Division/Function Specific250%100%150%1 To be validated by Finance each year.2 Direct Expenses have a payout range of minimum 80% to maximum 120%Pg 3 of 3 Broadcom Ltd.In the event the Board elects to assign the CEO a Performance Multiplier greater than 1.0, the Board may elect to pay the portion of the CEO’sbonus amount that exceeds the bonus amount calculated using a Performance Multiplier of 1.0 in the form of an equity award, instead of payingsuch amount in cash. The Board shall determine the type and terms of any such equity award.Policies and PracticesVarious considerations may impact the administration and payout of the Program. Such considerations may include, but are not limited to thefollowing:1.Program Administration: The Compensation Committee will establish guidelines for the Program in line with corporate strategies andobjectives. The Compensation Committee has final authority as to any issues related to the interpretation and the administration of theProgram, 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 performancetargets. The Compensation Committee may, at its sole discretion, at any time alter, amend, suspend or in any other way modify theProgram to align with the changing needs of the Company without prior notification to any participant, provided that any such modificationsthat 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 yearfourth quarter and remain employed on the payout date. All awards must be approved by the CEO and the Compensation Committee, orby the Board in respect of the CEO. The Program award will be paid in full, as soon as administratively feasible, following the end of aProgram period.4.Termination: Any employee (other than the CEO) may be excluded from Program participation, at any time, at the sole discretion of theCompensation Committee, and by the Board in the case of the CEO. Except as required by applicable law or regulation, in order to receivea Program award payment for the applicable Program period, an employee must be: (1) on the payroll, and (2) an eligible participant of theProgram at the time of payout. Except as required by applicable law or regulation, the Company will not seek repayment of a valid bonuspayout 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 eligibleearnings during the Program period. Pg 4 of 4 Broadcom Ltd.Payment will be made to legal beneficiaries, as designated by the employee and on file with the Company. 6.Right of Employment and Payment: Management and the Compensation Committee reserve the right, at their sole discretion, to restrictparticipation in the Program at any time. Participation under this Program does not affect the employment status of the participant anddoes not imply continued employment with the Company. Either participant or Company may terminate the employment relationship at anytime, for any reason, with or without cause.Payments made under the Program are not an element of the participant’s salary or base compensation (“Compensation”) and shall not beconsidered as part of such Compensation in the event of severance, redundancy, resignation or any other situation unless required bylocal law. The granting and receipt of payments under the Program is voluntary and at the Compensation Committee’s sole discretion, anddoes not constitute a claim for further payments regardless of how many times such payments have previously been granted to theparticipant.7.Unfunded Status/Right of Assignment: No assets are reserved for this Program and no person has a right or interest in Companyassets as a result of the existence of this Program. No right or interest in the Program may be assigned or transferred, or subject to anylien, directly, by operation of law or otherwise, including without limitation, bankruptcy, pledge, garnishment, attachment, levy or othercreditor’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 andwithholdings. 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 anysuch modifications that affect the CEO shall be approved by the Board. While the Compensation Committee intends that any amendmentor termination would be prospective, the Compensation Committee reserves the right to act retroactively without prior written notice to theparticipants.10.Final Decision: The Compensation Committee will make the final determination as to the eligibility for participation in the Program andany other applicable terms. All decisions made by the Compensation Committee, or the Board, as applicable, regarding this Program shallbe final.This Program shall be governed by local laws and regulations.APPENDIXPg 5 of 5 Broadcom Ltd.Payout Examples at Target:This example of the fiscal year end payout is based on the following assumptions:•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%(Note: The example does not represent actual executive level bonus targets or salaries)Payment: The fiscal year end payout is made after the end of the fiscal year and is calculated using the formula based on:•Actual attainment against fiscal year Corporate and Division/Function metrics•Current year performance multiplierMetricWeightThresholdPayoutMinimumPayoutTargetPayoutMaximum Revenue $25%__%50%100%150% Operating Profit %25%__%50%100%150% Business Division orFunction Results50%Division/ FunctionSpecific50%100%150%Payout FormulaFY Eligible EarningsxAttainment %xPerformance MultiplierxTarget Bonus % Eligible Earnings Paid inLocal Currency Performance Result forCompany and Business Individual Multiplier Individual Bonus % Based on JobLevel 200,000x100%x150%x30% =90,000 payoutPg 6 of 6 Broadcom Ltd.BROADCOM LIMITEDSEVERANCE BENEFIT AGREEMENTThis Severance Benefit Agreement (the “Agreement”) is made and entered into by and between Thomas H. Krause, Jr.,(“Executive”) and Broadcom Limited (company registration number 201505572G), a public company incorporated under theSingapore Companies Act (the “Company”), and is effective as of the latest date set forth by the signatures of the parties hereto below(the “Effective Date”).R E C I T A L SA. The Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the“Board”) recognizes that the possibility of an acquisition of the Company or an involuntary termination can be a distraction toExecutive and can cause Executive to consider alternative employment opportunities. The Compensation Committee has determinedthat it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication andobjectivity of Executive, notwithstanding the possibility, threat or occurrence of such an event.B. The Compensation Committee believes that it is in the best interests of the Company and its shareholders to provideExecutive with an incentive to continue Executive’s employment and to motivate Executive to maximize the value of the Companyupon a Change in Control (as defined below) for the benefit of its shareholders.C. The Compensation Committee believes that it is imperative to provide Executive with severance benefits upon certainterminations of Executive’s service to the Company and its subsidiaries (collectively, “Broadcom”) that enhance Executive’s financialsecurity and provide incentive and encouragement to Executive to remain with Broadcom notwithstanding the possibility of such anevent.D. Unless otherwise defined herein, capitalized terms used in this Agreement are defined in Section 8 below.The parties hereto agree as follows:1. Term of Agreement. This Agreement shall become effective as of the Effective Date and terminate upon the date that allobligations of the parties hereto with respect to this Agreement have been satisfied.2. At-Will Employment. The Company and Executive acknowledge that Executive’s employment with Broadcom is andshall continue to be “at-will,” as defined under applicable law. If Executive’s employment with Broadcom terminates for any reason,Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided by this Agreement.Page 1 of 103. Change in Control. In the event that the price per Company ordinary share paid by an acquirer in a Change in Control isequal to or greater than the minimum share price contingency upon which a portion of a performance-based share option or otherequity award would become vested and/or exercisable under the applicable award agreement, then such minimum share pricecontingency shall be deemed to have been satisfied as of immediately prior to the Change in Control. In the event Executive holdsperformance-based equity awards that vest based upon the achievement of performance goals other than average share price, then theperformance goals applicable to such performance-based equity awards shall be deemed satisfied up to 100% to the extent determinedappropriate by the Board, in its sole discretion, based upon the performance of the Company through the date of such Change inControl.4. Covered Termination Other Than During a Change in Control Period. If Executive experiences a Covered Termination atany time other than during a Change in Control Period, and if Executive delivers to the Company a general release of all claims againstthe Company and its affiliates in a form acceptable to the Company (a “Release of Claims”) that becomes effective and irrevocablewithin sixty (60) days, or such shorter period of time specified by Broadcom, following such Covered Termination, then in addition toany accrued but unpaid salary, bonus, benefits, vacation and expense reimbursement payable in accordance with applicable law,Broadcom shall provide Executive with the following:(a) Severance. Executive shall be entitled to receive Executive’s base salary at the rate in effect immediately prior tothe Termination Date during the period of time commencing on the Termination Date and ending on the nine (9) month anniversary ofthe Termination Date. Executive shall also be entitled to receive an additional amount equal to the lesser of fifty percent (50%) of (i)Executive’s actual cash bonus for the prior year and (ii) Executive’s target cash bonus for the prior year, provided that for Executive’sfirst year of employment, Executive’s actual bonus for the prior year and Executive’s target bonus for the prior year shall both bedeemed to be your first year’s target bonus. Such payments shall be made in substantially equal installments in accordance withBroadcom’s standard payroll policies, less applicable withholdings, with such installments to commence on the first payroll datefollowing the date the Release of Claims becomes effective and irrevocable and with the first installment to include any amount thatwould have been paid had the Release of Claims been effective and irrevocable on the Termination Date.(b) Continued Healthcare. If Executive elects to receive continued healthcare coverage pursuant to the provisions ofthe Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Broadcom shall directly pay, or reimburseExecutive for, the premium for Executive and Executive’s covered dependents through the earlier of (i) the six (6) month anniversaryof the Termination Date and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcarecoverage under another employer’s plan(s). After Broadcom ceases to pay premiums pursuant to the preceding sentence, Executivemay, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA.5. Covered Termination During a Change in Control Period. If Executive experiences a Covered Termination during aChange in Control Period, and if Executive delivers to BroadcomPage 2 of 10a Release of Claims that becomes effective and irrevocable within sixty (60) days, or such shorter period of time specified byBroadcom, following such Covered Termination, then in addition to any accrued but unpaid salary, bonus, benefits, vacation andexpense reimbursement payable in accordance with applicable law, Broadcom shall provide Executive with the following:(a) Severance. Executive shall be entitled to receive Executive’s base salary at the rate in effect immediately prior tothe Termination Date during the period of time commencing on the Termination Date and ending on the twelve (12) monthanniversary of the Termination Date. Executive shall also be entitled to receive an additional amount equal to the lesser of one hundredpercent (100%) of (i) Executive’s actual cash bonus for the prior year and (ii) Executive’s target cash bonus for the prior year, providedthat for Executive’s first year of employment, Executive’s actual bonus for the prior year and Executive’s target cash bonus for theprior year shall both be deemed to be Executive’s first year’s target cash bonus. Such payments shall be made in substantially equalinstallments in accordance with Broadcom’s standard payroll policies, less applicable withholdings, with such installments tocommence on the first payroll date following the date the Release of Claims becomes effective and irrevocable and with the firstinstallment to include any amount that would have been paid had the Release of Claims been effective and irrevocable on theTermination Date.(b) Equity Awards. Each outstanding and unvested equity and equity-linked award that, pursuant to its terms and aftergiving effect to any deemed satisfaction of performance goals pursuant to Section 3, vests solely based upon continued service,including, without limitation, each time-based share option and restricted share unit award, held by Executive shall automaticallybecome vested and, if applicable, any forfeiture restrictions or rights of repurchase thereon shall immediately lapse, in each case, withrespect to one-hundred percent (100%) of that number of unvested shares underlying such equity award as of the Termination Date.(c) Continued Healthcare. If Executive elects to receive continued healthcare coverage pursuant to the provisions ofCOBRA, Broadcom shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s covered dependentsthrough the earlier of (i) the twelve (12) month anniversary of the Termination Date and (ii) the date Executive and Executive’scovered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). After Broadcom ceases to paypremiums pursuant to the preceding sentence, Executive may, if eligible, elect to continue healthcare coverage at Executive’s expensein accordance the provisions of COBRA.6. Other Terminations. If Executive’s service with Broadcom is terminated by Broadcom or by Executive for any or noreason other than as a Covered Termination, then Executive shall not be entitled to any benefits hereunder other than accrued butunpaid salary, bonus, vacation and expense reimbursement in accordance with applicable law and to elect any continued healthcarecoverage as may be required under COBRA or similar state law.7. Limitation on Payments. Notwithstanding anything in this Agreement to the contrary, if any payment or distributionExecutive would receive pursuant to this Agreement or otherwisePage 3 of 10(“Payment”) would (a) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986,as amended (the “Code”), and (b) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “ExciseTax”), then such Payment shall either be (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portionof such Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, stateand local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the largest payment,notwithstanding that all or some portion the Payment may be taxable under Section 4999 of the Code. The accounting firm engaged byBroadcom for general audit purposes as of the day prior to the effective date of the Change in Control shall perform the foregoingcalculations. Broadcom shall bear all expenses with respect to the determinations by such accounting firm required to be madehereunder. The accounting firm shall provide its calculations to Broadcom and Executive within fifteen (15) calendar days after thedate on which Executive’s right to a Payment is triggered (if requested at that time by Broadcom or Executive) or such other time asrequested by Broadcom or Executive. Any good faith determinations of the accounting firm made hereunder shall be final, binding andconclusive upon Broadcom and Executive. Any reduction in payments and/or benefits pursuant to this Section 7 will occur in thefollowing order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than share options; (3)cancellation of accelerated vesting of share options; and (4) reduction of other benefits payable to Executive.8. Definition of Terms. The following terms referred to in this Agreement shall have the following meanings:(a) Cause. “Cause” means (i) Executive’s willful refusal to perform in any material respect Executive’s lawful dutiesor responsibilities for Broadcom or willful disregard in any material respect of any financial or other budgetary limitations establishedin good faith by the Board; (ii) Executive’s material breach of any provision of this Agreement that is not cured upon ten (10) daysnotice thereof; (iii) the engaging by Executive in conduct that causes material and demonstrable injury, monetarily or otherwise, toBroadcom, including, but not limited to, misappropriation or conversion of assets of Broadcom (other than non-material assets); or (iv)Executive’s conviction of or entry of a plea of nolo contendere to a felony.(b) Change in Control. “Change in Control” shall mean and includes each of the following:i.A transaction or series of transactions (other than an offering of Company ordinary shares to the generalpublic through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group”of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) (other than the Company,any of its subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries or a “person” that, prior to suchtransaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectlyacquires beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934)Page 4 of 10of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities outstandingimmediately after such acquisition; orii.During any period of two consecutive years, individuals who, at the beginning of such period,constitute the Board together with any new director(s) (other than a director designated by a person who shall have entered into anagreement with the Company to effect a transaction described in Sections 8(b)(i) or 8(b)(iii) hereof) whose election by the Board ornomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in officewho either were directors at the beginning of the two-year period or whose election or nomination for election was previously soapproved, cease for any reason to constitute a majority thereof; oriii. The consummation by the Company (whether directly involving the Company or indirectly involving theCompany through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale orother disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) theacquisition of assets or shares of another entity, in each case other than a transaction:A. Which results in the Company’s voting securities outstanding immediately before the transactioncontinuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the personthat, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all ofthe Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”))directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securitiesimmediately after the transaction, andB. After which no person or group beneficially owns voting securities representing 50% or more ofthe combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of thisSection 8(b)(iii)(B) as beneficially owning 50% or more of combined voting power of the Successor Entity solely as a result of thevoting power held in the Company prior to the consummation of the transaction; oriv. The Company’s shareholders approve a liquidation or dissolution of the Company.Notwithstanding the foregoing, a “Change in Control” must also constitute a “change in control event,” as defined inTreasury Regulation §1.409A-3(i)(5).(c) Change in Control Period. “Change in Control Period” means the twelve (12) month period of timecommencing upon a Change in Control.(d) Covered Termination. “Covered Termination” means the termination of Executive’s employment by Broadcomother than for Cause, by Executive for Good Reason, orPage 5 of 10because of Executive’s death or permanent disability, in each case, to the extent necessary, that constitutes a “Separation from Service”(as defined below).(e) Good Reason. “Good Reason” means any of the following: (A) a material reduction in Executive’s salary (otherthan as part of a broad salary reduction program instituted because Broadcom is in financial distress); (B) a substantial reduction inExecutive’s duties and responsibilities; (C) the elimination or reduction of Executive’s eligibility to participate in Broadcom’s benefitprograms that is inconsistent with the eligibility of executive employees of Broadcom to participate therein; (D) Broadcom informsExecutive of its intention to transfer Executive’s primary workplace to a location that is more than 50 miles from the location ofExecutive’s primary workplace as of such date; (E) Broadcom’s material breach of this Agreement that is not cured within sixty (60)days written notice thereof; and (F) any serious chronic mental or physical illness of Executive or a member of Executive’s family thatrequires Executive to terminate Executive’s employment because of substantial interference with Executive’s duties at Broadcom;provided, that at Broadcom’s request Executive shall provide Broadcom with a written physician’s statement confirming the existenceof such mental or physical illness. Notwithstanding the foregoing, Executive shall not be deemed to have “Good Reason” under thisAgreement unless Executive provides written notice to Broadcom of the event or condition giving rise to Good Reason within ninety(90) days after its initial occurrence, such event or condition continues to exist on the thirtieth (30th) day following Broadcom’s receiptof such notice (the “Cure Period”) and Executive’s resignation is effective within sixty (60) days following the end of the CurePeriod.(f) Termination Date. “Termination Date” means the date Executive experiences a Covered Termination.9. Successors.(a) Company’s Successors. Except as set forth in Sections 4(b) and 5(c) above, any successor to the Company(whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of theCompany’s business and/or assets shall assume the obligations under this Agreement and agree expressly to perform the obligationsunder this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in theabsence of a succession. For all purposes under this Agreement, the term “Company” shall include any successor to the Company’sbusiness and/or assets which executes and delivers the assumption agreement described in this Section 9(a) or which becomes boundby the terms of this Agreement by operation of law.(b) Executive’s Successors. The terms of this Agreement and all rights of Executive hereunder shall inure to thebenefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs,distributees, devisees and legatees.10. Notices. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed tohave been duly given when personally delivered or one dayPage 6 of 10following mailing via Federal Express or similar overnight courier service. In the case of Executive, mailed notices shall be addressedto Executive at Executive’s home address that Broadcom has on file for Executive. In the case of the Company or Broadcom, mailednotices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of the Company’s GeneralCounsel.11. Confidentiality; Non-Disparagement.(a)Confidentiality. Executive hereby expressly confirms Executive’s continuing obligations to Broadcompursuant to Executive’s invention assignment and confidentiality agreement with the Company (the “Confidential InformationAgreement”).(b) Non-Disparagement. Executive agrees that he or she shall not disparage, criticize or defame the Company, itsaffiliates and their respective affiliates, directors, officers, agents, partners, shareholders or employees, either publicly or privately. TheCompany agrees that it shall not, and it shall instruct its officers and members of its Board to not, disparage, criticize or defameExecutive, either publicly or privately. Nothing in this Section 11(b) shall have application to any evidence or testimony required byany court, arbitrator or government agency.12. Dispute Resolution. To ensure the timely and economical resolution of disputes that arise in connection with thisAgreement, Executive and the Company agree that any and all disputes, claims, or causes of action arising from or relating to theenforcement, breach, performance or interpretation of this Agreement, Executive’s employment, or the termination of Executive’semployment, shall be resolved to the fullest extent permitted by law by final, binding and confidential arbitration, by a single arbitrator,in Santa Clara County, California, conducted by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) under the applicableJAMS employment rules. By agreeing to this arbitration procedure, both Executive and the Company waive the right toresolve any such dispute through a trial by jury or judge or administrative proceeding. The arbitrator shall: (i) have the authorityto compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (ii)issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award. Thearbitrator shall be authorized to award any or all remedies that Executive or the Company would be entitled to seek in a court of law.Broadcom shall pay all JAMS’ arbitration fees in excess of the amount of court fees that would be required if the dispute were decidedin a court of law. Nothing in this Agreement is intended to prevent either Executive or the Company from obtaining injunctive relief incourt to prevent irreparable harm pending the conclusion of any such arbitration. Notwithstanding the foregoing, Executive and theCompany each have the right to resolve any issue or dispute over intellectual property rights by Court action instead of arbitration.13. Miscellaneous Provisions.(a) Section 409A.Page 7 of 10i.Separation from Service. Notwithstanding any provision to the contrary in this Agreement, no amountdeemed deferred compensation subject to Section 409A of the Code shall be payable pursuant to Sections 4 or 5 above unlessExecutive’s termination of employment constitutes a “separation from service” with Broadcom within the meaning of Section 409A ofthe Code and the Department of Treasury regulations and other guidance promulgated thereunder (“Separation from Service”) and,except as provided under Section 13(a)(ii) of this Agreement, any such amount shall not be paid, or in the case of installments,commence payment, until the sixtieth (60th) day following Executive’s Separation from Service. Any installment payments that wouldhave been made to Executive during the sixty (60) day period immediately following Executive’s Separation from Service but for thepreceding sentence shall be paid to Executive on the sixtieth (60th) day following Executive’s Separation from Service and theremaining payments shall be made as provided in this Agreement.ii.Specified Employee. Notwithstanding any provision to the contrary in this Agreement, if Executive isdeemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, tothe extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required inorder to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits shall not beprovided to Executive prior to the earlier of (a) the expiration of the six (6)-month period measured from the date of Executive’sSeparation from Service or (b) the date of Executive’s death. Upon the first business day following the expiration of the applicableCode Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 12(a)(ii) shall be paid in a lump sum toExecutive, and any remaining payments due under this Agreement shall be paid as otherwise provided herein.iii.Expense Reimbursements. To the extent that any reimbursements payable pursuant to this Agreementare subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive pursuant to this Agreementshall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount ofexpenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right toreimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.iv. Installments. For purposes of Section 409A of the Code (including, without limitation, for purposes ofTreasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement shall betreated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times beconsidered a separate and distinct payment.(b) Waiver. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiveror discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive). Nowaiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall beconsidered a waiver of any other condition or provision or of the same condition or provision at another time.Page 8 of 10(c) Whole Agreement. This Agreement and the Confidential Information Agreement represent the entireunderstanding of the parties hereto with respect to the subject matter hereof and supersede all prior arrangements and understandingsregarding same, including, without limitation, any severance or change in control benefits in Executive’s offer letter agreement,employment agreement and any equity award agreement.(d) Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed bythe laws of the State of California.(e) Severability. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affectthe validity or enforceability of any other provision hereof, which shall remain in full force and effect.(f) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but allof which together will constitute one and the same instrument.(Signature page follows)Page 9 of 10IN WITNESS WHEREOF, each of the parties has executed this Severance Benefit Agreement, in the case of the Company byits duly authorized officer, as of the day and year set forth below.BROADCOM LIMITED(Company Registration Number 201505572G) By: /s/ Hock E. Tan Name: Hock E. TanTitle: President and Chief Executive OfficerDate: October 17, 2016EXECUTIVE/s/ Thomas H. Krause, Jr. Thomas H. Krause, Jr.Date: October 17, 2016Page 10 of 10 SEPARATION AGREEMENTThis Separation Agreement (the “Agreement”) is entered into by and between Anthony E. Maslowski (“Executive”) andBroadcom Limited, a public company incorporated under the Singapore Companies Act (together with its subsidiaries and affiliates, the“Company”), effective as of the eighth day following Executive’s signature hereto, with reference to the following facts: A. Executive’s employment with Avago Technologies U.S., Inc., a Delaware corporation (“Employer”) will endeffective upon the Termination Date (as defined below).B. Executive and the Company want to end their relationship amicably and also to establish the obligations of theparties including, without limitation, all amounts due and owing to the Executive.NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:1.Termination Date. Executive acknowledges and agrees that his status as an employee of Employer shall endeffective as of October 14, 2016 (the “Termination Date”).2. Accrued Obligations.(a) Non-Qualified Deferred Compensation Plan. Executive’s vested balance under the Company’s Non-Qualified Deferred Compensation Plan shall be distributed to Executive in June 2017 at the same time other participant vestedbalances are distributed in connection with the termination of such plan.(b) Other Vested Benefits. Any other vested benefits accrued by Executive prior to the Termination Date underemployee benefit plans of the Company shall be paid or provided to Executive in accordance with, and as such obligationsbecome due under, the terms of the applicable plan.(c) No Release Required. The payments and benefits described in this Section 2 will be paid or provided toExecutive irrespective of whether Executive executes or revokes this Agreement.3. Separation Payments and Benefits. The Company hereby agrees, subject to this Agreement becoming effective andirrevocable within thirty (30) days after being provided to Executive, and subject to Executive’s performance of his continuingobligations pursuant to this Agreement and the Proprietary Information and Inventions Agreement previously entered into betweenExecutive and the Company (the “Proprietary Information Agreement”), to provide Executive the severance benefits set forth below.Specifically, the Company and Executive agree as follows:(a) Salary and Bonus Severance. Executive shall be entitled to receive an amount equal to the sum of (i)$325,553, which represents nine (9) months of Executive’s base salary at the rate in effect immediately prior to the TerminationDate, and (ii) $156,397.50, which represents fifty percent (50%) of Executive’s target cash bonus for the prior fiscal year,payable in substantially equal installments in accordance with the Company’s standard payroll practice, less applicablewithholdings and deductions, from the period commencing on the Termination Date and ending on the nine (9) monthanniversary of the Termination Date, with the first installment to include any amount that would have been paid had thisAgreement been effective and13irrevocable on the Termination Date. Notwithstanding the foregoing, the installments provided for in the preceding sentenceshall be suspended during the period of time commencing on March 15, 2017 and ending on the six month and one dayanniversary of the Termination Date, with the first installment to be received thereafter to be inclusive of any installments notmade during such suspension.(b) Healthcare Continuation Coverage. If Executive timely elects to receive continued healthcare coveragepursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), theCompany shall directly pay, or reimburse Executive for, the COBRA premiums for Executive and Executive’s covereddependents through the earlier of (i) the six (6)-month anniversary of the Termination Date or (ii) the date on which Executiveand/or Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s) (suchshorter period, the “COBRA Period”); provided, however, that (x) if any plan pursuant to which such benefits are provided isnot, or ceases prior to the expiration of the COBRA Period to be, exempt from the application of Section 409A of the InternalRevenue Code of 1986, as amended (the “Code”), or (y) the Company is otherwise unable to continue to cover Executive underits group health plans without incurring penalties (including, without limitation, pursuant to the Patient Protection andAffordable Care Act or Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remainingCOBRA premium under such plans shall thereafter be paid to Executive in substantially equal monthly installments over theCOBRA Period (or the remaining portion thereof). Following the expiration of the COBRA Period, Executive may be eligible toelect to continue healthcare coverage for up to thirty (30) additional months at Executive’s expense in accordance with theprovisions of COBRA and applicable state law. Executive acknowledges that he shall be solely responsible for all mattersrelating to Executive’s continuation of coverage pursuant to COBRA, including, without limitation, Executive’s election of suchcoverage and his timely payment of premiums.(c) Equity Awards. As of the date of this Agreement, Executive holds the equity-based awards set forth onExhibit A attached hereto (the “Outstanding Equity Awards”). In accordance with the terms of the Company’s Policy onAcceleration of Executive Staff Equity Awards in the Event of Death or Permanent Disability, the Outstanding Equity Awardsidentified as Time-Vesting on Exhibit A shall automatically become vested and, if applicable, exercisable as of the TerminationDate. Each Outstanding Equity Award identified as Performance-Vesting on Exhibit A shall automatically terminate as of theTermination Date.(d) Taxes. Executive understands and agrees that all payments under this Agreement will be subject toappropriate tax withholding and other deductions. To the extent any taxes may be payable by Executive for the benefitsprovided to him by this Agreement beyond those withheld by the Company, Executive agrees to pay them himself and toindemnify and hold the Company and the other entities released herein harmless for any tax claims or penalties, and associatedattorneys’ fees and costs, resulting from any failure by him to make required payments.(e) Sole Separation Benefit. Executive agrees that the payments provided by this Section 3 are not requiredunder the Company’s normal policies and procedures and are provided as a severance solely in connection with thisAgreement. Executive acknowledges and agrees that the payments referenced in this Section 3 constitute adequate and valuableconsideration, in and of themselves, for the promises contained in this Agreement.234. Full Payment. Executive acknowledges that the payment and arrangements herein shall constitute full and completesatisfaction of any and all amounts properly due and owing to Executive as a result of his employment with the Company and thetermination thereof. Executive further acknowledges that, other than the Proprietary Information Agreement, this Agreement shallsupersede each agreement entered into between Executive and the Company regarding Executive’s employment, including, withoutlimitation, that certain Severance Benefit Agreement between Executive and the Company dated as of January 24, 2014 (the“Separation Benefit Agreement”), and any other offer letter, employment agreement, bonus plan or arrangement, severance and/orchange in control agreement, and each such agreement shall be deemed terminated and of no further effect as of the Termination Date.5. Executive’s Release of the Company. Executive understands that by agreeing to the release provided by thisSection 5, Executive is agreeing not to sue, or otherwise file any claim against, the Company or any of its employees or other agentsfor any reason whatsoever based on anything that has occurred as of the date Executive signs this Agreement.(a) On behalf of Executive and Executive’s heirs, assigns, executors, administrators, trusts, spouse and estate,Executive hereby releases and forever discharges the “Releasees” hereunder, consisting of the Company, and each of itsowners, affiliates, subsidiaries, predecessors, successors, assigns, agents, directors, officers, partners, employees and insurers,and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action oractions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims,demands, damages, loss, cost or expense, of any nature whatsoever, known or unknown, fixed or contingent (hereinaftercalled “Claims”), which Executive now has or may hereafter have against the Releasees, or any of them, by reason of anymatter, cause, or thing whatsoever from the beginning of time to the date hereof, including, without limiting the generality ofthe foregoing, any Claims arising out of, based upon, or relating to Executive’s hire, employment, remuneration or resignationby the Releasees, or any of them, Claims arising under federal, state or local laws relating to employment, Claims of any kindthat may be brought in any court or administrative agency, including any Claims arising under the Age Discrimination inEmployment Act (“ADEA”), 29 U.S.C. § 621, et seq.; Title VII of the Civil Rights Act of 1964, as amended by the Civil RightsAct of 1991, 42 U.S.C. § 2000 et seq.; the Equal Pay Act, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981;the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. §12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, 29 U.S.C.§ 1001 et seq.; the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq.; the Fair Labor StandardsAct, 29 U.S.C. § 215 et seq.; the Sarbanes-Oxley Act of 2002; the California Labor Code; the employment and civil rights lawsof California; Claims for breach of contract; Claims arising in tort, including, without limitation, Claims of wrongful dismissalor discharge, discrimination, harassment, retaliation, fraud, misrepresentation, defamation, libel, infliction of emotionaldistress, violation of public policy and/or breach of the implied covenant of good faith and fair dealing; and Claims fordamages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctiverelief and attorneys’ fees.(b) Notwithstanding the generality of the foregoing, Executive does not release the following claims:(i) Claims for unemployment compensation or any disability insurance benefits pursuant to the terms ofthe Company’s plans or applicable state law;33(ii) Claims for workers’ compensation insurance benefits under the terms of any worker’s compensationinsurance policy or fund of the Company;(iii) Claims to continued participation in certain of the Company’s group benefit plans pursuant to theterms and conditions of COBRA;(iv) Claims to any benefit entitlements vested as the date of Executive’s employment termination,pursuant to written terms of any Company employee benefit plan, including, the Company’s Non-Qualified DeferredCompensation Plan;(v) Claims for indemnification under Executive’s Indemnity Agreement with the Company, theCompany’s Bylaws, California Labor Code Section 2802 or any other applicable law; and(vi) Executive’s right to bring to the attention of the Equal Employment Opportunity Commissionclaims of discrimination; provided, however, that Executive does release Executive’s right to secure any damages foralleged discriminatory treatment.(c) In accordance with the Older Workers Benefit Protection Act of 1990, Executive has been advised of thefollowing:(i) Executive has the right to consult with an attorney before signing this Agreement;(ii) Executive has been given at least twenty-one (21) days to consider this Agreement;Executive has seven (7) days after signing this Agreement to revoke it, and Executive will not receive theseverance payments and benefits provided by Section 3 of this Agreement unless and until such seven (7) day period hasexpired. If Executive wishes to revoke this Agreement, Executive must deliver notice of Executive’s revocation in writing, nolater than 5:00 p.m. Pacific Time on the seventh (7th) day following Executive’s execution of this Agreement to the DebbieStreeter, Vice President of Human Resources. 1320 Ridder Park Drive AD101, San Jose, CA 95131.(d) EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED OF AND IS FAMILIARWITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOTKNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THERELEASE, WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS ORHER SETTLEMENT WITH THE DEBTOR.”BEING AWARE OF SAID CODE SECTION, EXECUTIVE HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVEMAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OFSIMILAR EFFECT.436. Non-Disparagement, Whistleblower Protection and Transfer of Company Property. Executive agrees that:(a) Non-Disparagement. Executive agrees that he shall not disparage, criticize or defame the Company, itsaffiliates and their respective affiliates, directors, officers, agents, partners, stockholders, employees, products, services,technology or business, either publicly or privately. The Company agrees that it shall not, and it shall instruct its officers andmembers of its Board of Directors to not, disparage, criticize or defame Executive, either publicly or privately. Nothing in thisSection 6(a) shall have application to any evidence or testimony required by any court, arbitrator or government agency.(b) Whistleblower Protection. For the avoidance of doubt, nothing in this Agreement will be construed toprohibit Executive from filing a charge with, reporting possible violations to, or participating or cooperating with anygovernmental agency or entity, including but not limited to the EEOC, the Department of Justice, the Securities and ExchangeCommission, Congress, or any agency Inspector General, or making other disclosures that are protected under thewhistleblower, anti-discrimination, or anti-retaliation provisions of federal, state or local law or regulation; provided, however,that Executive may not disclose information of the Company that is protected by the attorney-client privilege, except asotherwise required by law. Executive does not need the prior authorization of the Company to make any such reports ordisclosures, and Executive is not required to notify the Company that he has made such reports or disclosures.(c) Transfer of Company Property. On or before the Termination Date, Executive shall turn over to theCompany all files, memoranda, records, and other documents, and any other physical or personal property which are theproperty of the Company and which he had in his possession, custody or control at the time he signed this Agreement.7. Dispute Resolution. To ensure the timely and economical resolution of disputes that arise in connection with thisAgreement, Executive and the Company agree that any and all disputes, claims, or causes of action arising from or relating to theenforcement, breach, performance or interpretation of this Agreement, Executive’s employment, or the termination of Executive’semployment, shall be resolved to the fullest extent permitted by law by final, binding and confidential arbitration, by a single arbitrator,in Santa Clara County, California, conducted by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) under the applicable JAMSemployment rules. By agreeing to this arbitration procedure, both Executive and the Company waive the right to resolve any suchdispute through a trial by jury or judge or administrative proceeding. The arbitrator shall: (i) have the authority to compel adequatediscovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (ii) issue a writtenarbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall beauthorized to award any or all remedies that Executive or the Company would be entitled to seek in a court of law. The Company shallpay all JAMS’ arbitration fees in excess of the amount of court fees that would be required if the dispute were decided in a court of law.Nothing in this Agreement is intended to prevent either Executive or the Company from obtaining injunctive relief in court to preventirreparable harm pending the conclusion of any such arbitration. Notwithstanding the foregoing, Executive and the Company each havethe right to resolve any issue or dispute over intellectual property rights by Court action instead of arbitration.8. Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the partiesshall be governed by, the laws of the State of California or, where applicable, United States federal law, in each case, without regard toany conflicts of laws provisions or those of any state other than California.539. Miscellaneous. This Agreement, together with the Proprietary Information Agreement and the Indemnity Agreement,comprises the entire agreement between the parties with regard to the subject matter hereof and supersedes, in their entirety, any otheragreements between Executive and the Company with regard to the subject matter hereof, including, without limitation, the SeparationBenefit Agreement. Executive acknowledges that there are no other agreements, written, oral or implied, and that he may not rely onany prior negotiations, discussions, representations or agreements. This Agreement may be modified only in writing, and such writingmust be signed by both parties and recited that it is intended to modify this Agreement. This Agreement may be executed in separatecounterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.10. Company Assignment and Successors. The Company shall assign its rights and obligations under this Agreementto any successor to all or substantially all of the business or the assets of the Company (by merger or otherwise). This Agreement shallbe binding upon and inure to the benefit of the Company and its successors, assigns, personnel and legal representatives.11. Maintaining Confidential Information. Executive reaffirms his obligations under the Proprietary InformationAgreement. Executive acknowledges and agrees that the payments and other benefits provided in Section 3 above shall be subject toExecutive’s continued compliance with Executive’s obligations under the Proprietary Information Agreement.12. Executive’s Cooperation. After the Termination Date, Executive shall cooperate with the Company and itsaffiliates, upon the Company’s reasonable request, with respect to any internal investigation or administrative, regulatory or judicialproceeding involving matters within the scope of Executive’s duties and responsibilities to the Company or its affiliates during hisemployment with the Company (including, without limitation, Executive being available to the Company upon reasonable notice forinterviews and factual investigations, appearing at the Company’s reasonable request to give testimony without requiring service of asubpoena or other legal process, and turning over to the Company all relevant Company documents which are or may have come intoExecutive’s possession during his employment); provided, however, that any such request by the Company shall not be undulyburdensome or interfere with Executive’s personal schedule or ability to engage in gainful employment. Executive shall be reimbursedany expenses incurred by Executive in providing such cooperation in accordance with the Company’s expense reimbursement policies.13. Section 409A. It is the intent of the parties that payments and benefits under this Agreement comply with, or beexempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted andadministered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) theamount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement inanother taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year followingthe calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement doesnot provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right toreimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anythingcontained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code,Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due toExecutive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered tohave incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, forpurposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall beconstrued as a separate identified63payment for purposes of Section 409A of the Code and any payments described herein that are due within the “short term deferralperiod” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise.Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of theCode, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutesthe payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’sseparation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’sseparation from service, such payment shall, to the extent necessary to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) ofthe Code, be delayed until the earlier to occur of (A) the first day of the seventh month following Executive’s separation from service or(B) the date of Executive’s death (such earlier date, the “Delay Date”). Any amount delayed pursuant to the preceding sentence shall bepaid in a lump-sum, without interest, on or promptly following the Delay Date, and any payments thereafter remaining due shall be paidpursuant to the schedule otherwise required by this Agreement.(Signature page(s) follow)IN WITNESS WHEREOF, the undersigned have caused this Separation Agreement to be duly executed and delivered as of thedate indicated next to their respective signatures below.DATED: October 14, 2016/s/ Anthony E. Maslowski Anthony E. MaslowskiBROADCOM LIMITEDDATED: October 14, 2016By: /s/ Hock E. Tan Name: Hock E. TanTitle: President and Chief Executive Officer EXHIBIT AOutstanding Equity AwardsGrant DateTypeExercisePriceSharesGrantedSharesVestedShares UnvestedTime- orPerformance-Based VestingSharesAccelerated3/12/2013RSU$0.0020,00015,0005,000Time5,0003/12/2013Option$35.4560,00045,00015,000Time15,0009/11/2013RSU$0.0030,00022,5007,500Time7,5009/11/2013Option$39.2590,00067,50022,500Time22,5003/11/2014RSU$0.0016,6678,3348,333Time8,3333/11/2014Option$62.0250,00025,00025,000Time25,00012/9/2014RSU$0.003,0007502,250Time2,2503/15/2015RSU$0.0015,0003,75011,250Time11,2503/15/2015RSU$0.0015,0003,75011,250Time11,25012/15/2015RSU$0.003,00003,000Time3,0003/15/2016PRSU$0.0013,000013,000Performance03/15/2016RSU$0.0013,000013,000Time13,00073Broadcom Limited and Broadcom Cayman L.P. – List of SubsidiariesName of SubsidiaryCountry of IncorporationAgere Systems LLCDelaware (U.S.A.)AT Luxembourg S.a. r.l.LuxembourgAthena Semiconductors, LLCDelaware (U.S.A.)Avago Technologies Acquisition Holding Pte. Ltd.SingaporeAvago Technologies Cayman Finance LimitedCayman IslandsAvago Technologies Cayman Holdings LtdCayman IslandsAvago Technologies Cayman Ltd.Cayman IslandsAvago Technologies Finance Pte. Ltd.SingaporeAvago Technologies General IP (Singapore) Pte. Ltd.SingaporeAvago Technologies Holdings B.V.NetherlandsAvago Technologies International Sales Pte. LimitedSingaporeAvago Technologies Luxembourg S.Ar.LLuxembourgAvago Technologies Manufacturing (Singapore) Pte. Ltd.SingaporeAvago 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.LuxembourgBroadcom Asia Distribution Pte. Ltd.SingaporeBroadcom Bermuda LPBermudaBroadcom Cayman L.P.†Cayman IslandsBroadcom Cayman LimitedCayman IslandsBroadcom Communications Bermuda LimitedBermudaBroadcom Communications Netherlands B.V.NetherlandsBroadcom CorporationCalifornia (U.S.A.)Broadcom International Distribution CompanyIrelandBroadcom International LimitedCayman IslandsBroadcom International LLCDelaware (U.S.A.)Broadcom International Pte. Ltd.SingaporeBroadcom LimitedEnglandBroadcom Netherlands B.V.NetherlandsBroadcom Products IrelandIrelandBroadcom Singapore Pte Ltd.SingaporeBroadcom Singapore Technologies Pte. Ltd.SingaporeBroadcom Technologies Bermuda UnlimitedBermudaBroadcom UK Ltd.Delaware (U.S.A.)BroadLight, Inc.Delaware (U.S.A.)CMK LLCDelaware (U.S.A.)Cyoptics, Inc.Delaware (U.S.A.)Emulex CorporationCalifornia (U.S.A.)Gigle Networks LLCDelaware (U.S.A.)Global Locate, Inc.Delaware (U.S.A.)LSI CorporationDelaware (U.S.A.)LSI Logic Asia, Inc.Delaware (U.S.A.)LSI Logic HK HoldingsCayman IslandsLSI Storage Ireland LimitedIrelandLSI Technology (Singapore) Pte Ltd.SingaporeMavnet Acquisition Corp.California (U.S.A.)MGBASE-T Alliance, Inc.Delaware (U.S.A.)Netlogic I LLCDelaware (U.S.A.)NetLogic Microsystems Caymans LimitedCayman IslandsNetLogic Microsystems Europe B.V.British Virgin IslandsNetlogic Microsystems, LLCDelaware (U.S.A.)O.C. Property Company, LLCDelaware (U.S.A.)PLX Technology, Inc.Delaware (U.S.A.)RMI International Caymans LimitedCayman IslandsServerworks CorporationDelaware (U.S.A.)ServerWorks International Ltd.Cayman IslandsTeknovus, 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 EXHIBIT 31.1CERTIFICATION OF CHIEF EXECUTIVE OFFICERPURSUANT TO SECTION 302 OFTHE SARBANES-OXLEY ACT OF 2002I, Hock E. Tan, certify that: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 thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial 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 inExchange 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 withinthose 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 oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal 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 theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likelyto materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’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 arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internalcontrol over financial reporting.Date: December 23, 2016/s/ Hock E. Tan Hock E. Tan Chief Executive Officer EXHIBIT 31.2CERTIFICATION OF PRINCIPAL FINANCIAL OFFICERPURSUANT TO SECTION 302 OFTHE SARBANES-OXLEY ACT OF 2002I, Thomas H. Krause, Jr., certify that: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 thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial 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 inExchange 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 withinthose 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 oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal 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 theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likelyto materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’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 arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internalcontrol over financial reporting.Date: December 23, 2016/s/ Thomas H. Krause, Jr. Thomas H. Krause, Jr. Chief Financial Officer and Principal Financial Officer EXHIBIT 31.3CERTIFICATION OF CHIEF EXECUTIVE OFFICERPURSUANT TO SECTION 302 OFTHE SARBANES-OXLEY ACT OF 2002I, Hock E. Tan, certify that:1.I have reviewed this Annual Report on Form 10-K of Broadcom Cayman L.P.;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 thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial 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 inExchange 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 withinthose 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 oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal 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 theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likelyto materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’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 arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internalcontrol over financial reporting.Date: December 23, 2016/s/ Hock E. Tan Hock E. Tan Chief Executive Officer of Broadcom Limited, the Registrant’s sole generalpartner EXHIBIT 31.4CERTIFICATION OF PRINCIPAL FINANCIAL OFFICERPURSUANT TO SECTION 302 OFTHE SARBANES-OXLEY ACT OF 2002I, Thomas H. Krause, Jr., certify that:1.I have reviewed this Annual Report on Form 10-K of Broadcom Cayman L.P.;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 thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial 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 inExchange 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: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 withinthose 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 oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal 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 theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likelyto materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’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 arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internalcontrol over financial reporting.Date: December 23, 2016/s/ Thomas H. Krause, Jr. Thomas H. Krause, Jr. Chief Financial Officer and Principal Financial Officer of Broadcom Limited,the Registrant’s sole general partner EXHIBIT 32.1CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTEDPURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the Annual Report on Form 10-K of Broadcom Limited (the “Company”) for the year ended October 30, 2016 as filed with the Securitiesand Exchange Commission on the date hereof (the “Report”), the undersigned, Hock E. Tan, Chief Executive Officer of the Company, hereby certifies,pursuant to 18 U.S.C. Section 1350, that:(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.Date:December 23, 2016/s/ Hock E. Tan Hock E. Tan Chief Executive Officer The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosuredocument.EXHIBIT 32.2CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTEDPURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the Annual Report on Form 10-K of Broadcom Limited (the “Company”) for the year ended October 30, 2016 as filed with the Securitiesand Exchange Commission on the date hereof (the “Report”), the undersigned, Thomas H. Krause, Jr., Chief Financial Officer and Principal Financial Officerof the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.Date:December 23, 2016/s/ Thomas H. Krause, Jr. Thomas H. Krause, Jr. Chief Financial Officer and Principal Financial Officer The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosuredocument.EXHIBIT 32.3CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTEDPURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the Annual Report on Form 10-K of Broadcom Cayman L.P. (the “Partnership”) for the year ended October 30, 2016 as filed with theSecurities and Exchange Commission on the date hereof (the “Report”), the undersigned, Hock E. Tan, Chief Executive Officer of Broadcom Limited, herebycertifies, pursuant to 18 U.S.C. Section 1350, that:(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.Date:December 23, 2016/s/ Hock E. Tan Hock E. Tan Chief Executive Officer of Broadcom Limited, the Registrant’s solegeneral partner The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosuredocument.EXHIBIT 32.4CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTEDPURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the Annual Report on Form 10-K of Broadcom Cayman L.P. (the “Partnership”) for the year ended October 30, 2016 as filed with theSecurities and Exchange Commission on the date hereof (the “Report”), the undersigned, Thomas H. Krause, Jr., Chief Financial Officer and PrincipalFinancial Officer of Broadcom Limited, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.Date:December 23, 2016/s/ Thomas H. Krause, Jr. Thomas H. Krause, Jr. Chief Financial Officer and Principal Financial Officer of Broadcom Limited, theRegistrant’s sole general partner The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosuredocument.

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