UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(MARK ONE)



þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~July~~February 304, ~~2017~~2018



¨	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 of Incorporation or Organization	Exact Name of Registrant as Specified in Its Charter Address of Principal Executive ~~Offices Registrant~~OfficesRegistrant’s telephone number, including area code	Commission File Number	IRS Employer Identification 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 Limited1 Yishun Avenue 7Singapore 768923
	(65) 6755-7888

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 preceding 12 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 þ NO ¨o Broadcom Cayman L.P. : YES þ NO ¨o

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 and posted 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 þ NO ¨o Broadcom Cayman L.P. : YES þ NO ¨o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Broadcom Limited: Large accelerated filer þ Accelerated filer ¨o Non-accelerated filer ¨o Smaller reporting company ¨o Emerging growth company ¨o Broadcom Cayman L.P.: Large accelerated filer ¨o Accelerated filer ¨o Non-accelerated filer þ Smaller reporting company ¨o Emerging growth company ¨o (Do not check if a smaller reporting company)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Broadcom Limited: YES ¨o NO þ Broadcom Cayman L.P. : YES ¨o NO þ

As of ~~August~~March 252, ~~2017~~2018, Broadcom Limited had ~~407~~410,~~979~~736,~~354~~181 of its ordinary shares, no par value per share, outstanding.

As of ~~August~~March 252, ~~2017~~2018, Broadcom Cayman L.P. had 390,~~851~~952,~~713~~394 common partnership units outstanding (all of which are owned by Broadcom Limited) and 22,~~190~~090,~~733~~052 ~~restricted~~ exchangeable limited partnership units outstanding.

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EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the fiscal quarter ~~and three fiscal quarters~~ ended ~~July~~February 304, ~~2017~~2018 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 consolidated subsidiaries, including Broadcom Cayman L.P. References to the “Partnership” mean Broadcom Cayman L.P. and its consolidated subsidiaries. Financial information and results of operations presented for periods prior to February 1, 2016 relate only to Avago Technologies Limited, our predecessor, and relate to Broadcom and the Partnership for the periods after February 1, 2016. Broadcom Corporation was indirectly acquired by Broadcom on February 1, 2016.

As of ~~July~~February 304, ~~2017~~2018, 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 partnership units represents ~~restricted~~ exchangeable limited partnership units, or ~~Partnership~~LP ~~REUs~~Units, the holders of which are referred to as the Limited Partners. As the General Partner, Broadcom has the exclusive right, power and authority to manage, control, administer and operate the business and affairs and to make decisions regarding the undertaking and business of the Partnership in accordance with the amended and restated exempted limited partnership agreement, as amended 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 the unaudited condensed consolidated financial statements of Broadcom and those of the Partnership. The Partnership’s capital consists of Common Units owned by Broadcom and ~~Partnership~~LP ~~REUs~~units owned by the Limited Partners. The ~~Partnership~~LP ~~REUs~~Units are accounted for in partners’ capital in the Partnership’s financial statements and as noncontrolling interest in shareholders’ equity in Broadcom’s financial statements.

The material differences between Broadcom and the Partnership are discussed in various sections in this report, including separate financial statements (but combined footnotes), separate disclosure controls and procedures sections, separate certifications of periodic report under Section 302 of the Sarbanes-Oxley Act 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 the sections 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 its interests in their subsidiaries. Therefore, while shareholders’ equity and partners’ capital differ as discussed above, the assets of Broadcom and the Partnership are materially the same on their respective financial statements.

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BROADCOM LIMITED AND BROADCOM CAYMAN L.P.

Quarterly Report on Form 10-Q

For the Quarterly Period Ended ~~July~~February 304, ~~2017~~2018

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	Page
PART I — FINANCIAL INFORMATION	4
Item 1. Condensed Consolidated Financial Statements — Unaudited	4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	3340
Item 3. Quantitative and Qualitative Disclosures About Market Risk	4348
Item 4. Controls and Procedures	4449
PART II — OTHER INFORMATION	4550
Item 1. Legal Proceedings	4550
Item 1A. Risk Factors	4550
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	6670
Item 3. Defaults Upon Senior Securities	6670
Item 4. Mine Safety Disclosures	6670
Item 5. Other Information	6670
Item 6. Exhibits	6671
SIGNATURES	6774
Exhibit Index	68

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PART I — FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements — Unaudited

BROADCOM LIMITED AND BROADCOM CAYMAN L.P.

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

	Page
Financial Statements of Broadcom Limited:
Condensed Consolidated Balance Sheets - Unaudited	5
Condensed Consolidated Statements of Operations - Unaudited	6
Condensed Consolidated Statements of Comprehensive Income (Loss) - Unaudited	7
Condensed Consolidated Statements of Comprehensive Income - Unaudited	7
Condensed Consolidated Statements of Cash Flows - Unaudited	8
Financial Statements of Broadcom Cayman L.P.:
Condensed Consolidated Balance Sheets - Unaudited	9
Condensed Consolidated Statements of Operations - Unaudited	10
Condensed Consolidated Statements of Comprehensive Income (Loss) - Unaudited	11
Condensed Consolidated Statements of Comprehensive Income - Unaudited	11
Condensed Consolidated Statements of Cash Flows - Unaudited	12
Notes to Unaudited Condensed Consolidated Financial Statements (Broadcom Limited and Broadcom Cayman L.P.)	13

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BROADCOM LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS — UNAUDITED

(in millions, except share amounts)



	February 4, 2018			October 29, 2017

	(In millions, except share amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	7,076		$	11,204
Trade accounts receivable, net	2,459			2,448
Inventory	1,291			1,447
Other current assets	394			724
Total current assets	11,220			15,823
Long-term assets:
Property, plant and equipment, net	2,747			2,599
Goodwill	26,899			24,706
Intangible assets, net	13,171			10,832
Other long-term assets	507			458
Total assets	$	54,544		$	54,418
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	816		$	1,105
Employee compensation and benefits	333			626
Current portion of long-term debt	117			117
Other current liabilities	704			681
Total current liabilities	1,970			2,529
Long-term liabilities:
Long-term debt	17,475			17,431
Other long-term liabilities	6,018			11,272
Total liabilities	25,463			31,232
Commitments and contingencies (Note 12)
Shareholders’ equity:
Ordinary shares, no par value; 409,983,907 shares and 408,732,155 shares issued and outstanding on February 4, 2018 and October 29, 2017, respectively	20,851			20,505
Non-economic voting preference shares, no par value; 22,107,689 shares and 22,145,603 shares issued and outstanding on February 4, 2018 and October 29, 2017, respectively	—			—
Retained earnings (accumulated deficit)	5,132			(129		)
Accumulated other comprehensive loss	(82		)	(91		)
Total Broadcom Limited shareholders’ equity	25,901			20,285
Noncontrolling interest	3,180			2,901
Total shareholders’ equity	29,081			23,186
Total liabilities and shareholders’ equity	$	54,544		$	54,418

	July 30, 2017			October 30, 2016
ASSETS
Current assets:
Cash and cash equivalents	$	5,249		$	3,097
Short-term investments	200			—
Trade accounts receivable, net	2,417			2,181
Inventory	1,431			1,400
Other current assets	646			447
Total current assets	9,943			7,125
Long-term assets:
Property, plant and equipment, net	2,909			2,509
Goodwill	24,706			24,732
Intangible assets, net	11,927			15,068
Other long-term assets	457			532
Total assets	$	49,942		$	49,966
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,158		$	1,261
Employee compensation and benefits	546			517
Current portion of long-term debt	—			454
Other current liabilities	514			846
Total current liabilities	2,218			3,078
Long-term liabilities:
Long-term debt	13,572			13,188
Pension and post-retirement benefit obligations	503			531
Other long-term liabilities	10,945			11,293
Total liabilities	27,238			28,090
Commitments and contingencies (Note 12)
Shareholders’ equity:
Ordinary shares, no par value; 407,553,164 shares and 398,281,461 shares issued and outstanding on July 30, 2017 and October 30, 2016, respectively	20,180			19,241
Non-economic voting preference shares, no par value; 22,199,810 shares and 22,804,591 shares issued and outstanding on July 30, 2017 and October 30, 2016, respectively	—			—
Accumulated deficit	(245		)	(215		)
Accumulated other comprehensive loss	(133		)	(134		)
Total Broadcom Limited shareholders’ equity	19,802			18,892
Noncontrolling interest	2,902			2,984
Total shareholders’ equity	22,704			21,876
Total liabilities and shareholders’ equity	$	49,942		$	49,966

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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BROADCOM LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS — UNAUDITED

(in millions, except per share amounts)



	Fiscal Quarter Ended
	February 4, 2018			January 29, 2017

	(In millions, except per share data)
Net revenue	$	5,327		$	4,139
Cost of products sold:
Cost of products sold	1,899			1,573
Purchase accounting effect on inventory	70			—
Amortization of acquisition-related intangible assets	715			559
Restructuring charges	15			6
Total cost of products sold	2,699			2,138
Gross margin	2,628			2,001
Research and development	925			808
Selling, general and administrative	291			201
Amortization of acquisition-related intangible assets	339			440
Restructuring, impairment and disposal charges	130			46
Total operating expenses	1,685			1,495
Operating income	943			506
Interest expense	(183		)	(111		)
Loss on extinguishment of debt	—			(159		)
Other income, net	35			31
Income from continuing operations before income taxes	795			267
Provision for (benefit from) income taxes	(5,786		)	10
Income from continuing operations	6,581			257
Loss from discontinued operations, net of income taxes	(15		)	(5		)
Net income	6,566			252
Net income attributable to noncontrolling interest	336			13
Net income attributable to ordinary shares	$	6,230		$	239

Basic income (loss) per share attributable to ordinary shares:
Income per share from continuing operations	$	15.23		$	0.61
Loss per share from discontinued operations	(0.03		)	(0.01		)
Net income per share	$	15.20		$	0.60

Diluted income (loss) per share attributable to ordinary shares:
Income per share from continuing operations	$	14.66		$	0.58
Loss per share from discontinued operations	(0.04		)	(0.01		)
Net income per share	$	14.62		$	0.57

Weighted-average shares:
Basic	410			399
Diluted	426			439

Cash dividends declared and paid per share	$	1.75		$	1.02

	Fiscal Quarter Ended						Three Fiscal Quarters Ended
	July 30, 2017			July 31, 2016			July 30, 2017			July 31, 2016
Net revenue	$	4,463		$	3,792		$	12,792		$	9,104
Cost of products sold:
Cost of products sold	1,658			1,520			4,795			3,656
Purchase accounting effect on inventory	1			271			2			1,099
Amortization of acquisition-related intangible assets	655			211			1,853			539
Restructuring charges	—			8			16			41
Total cost of products sold	2,314			2,010			6,666			5,335
Gross margin	2,149			1,782			6,126			3,769
Research and development	827			814			2,464			1,868
Selling, general and administrative	200			230			605			582
Amortization of acquisition-related intangible assets	441			728			1,323			1,517
Restructuring, impairment and disposal charges	33			274			106			592
Total operating expenses	1,501			2,046			4,498			4,559
Operating income (loss)	648			(264		)	1,628			(790		)
Interest expense	(112		)	(139		)	(335		)	(479		)
Loss on extinguishment of debt	—			(21		)	(159		)	(74		)
Other income, net	12			4			46			1
Income (loss) from continuing operations before income taxes	548			(420		)	1,180			(1,342		)
Provision for (benefit from) income taxes	39			(117		)	(54		)	(199		)
Income (loss) from continuing operations	509			(303		)	1,234			(1,143		)
Loss from discontinued operations, net of income taxes	(2		)	(12		)	(11		)	(50		)
Net income (loss)	507			(315		)	1,223			(1,193		)
Net income (loss) attributable to noncontrolling interest	26			(17		)	63			(86		)
Net income (loss) attributable to ordinary shares	$	481		$	(298	)	$	1,160		$	(1,107	)
Basic income (loss) per share attributable to ordinary shares:
Income (loss) per share from continuing operations	$	1.19		$	(0.72	)	$	2.91		$	(2.99	)
Loss per share from discontinued operations	(0.01		)	(0.03		)	(0.03		)	(0.13		)
Net income (loss) per share	$	1.18		$	(0.75	)	$	2.88		$	(3.12	)
Diluted income (loss) per share attributable to ordinary shares:
Income (loss) per share from continuing operations	$	1.14		$	(0.72	)	$	2.79		$	(3.09	)
Loss per share from discontinued operations	—			(0.03		)	(0.02		)	(0.13		)
Net income (loss) per share	$	1.14		$	(0.75	)	$	2.77		$	(3.22	)
Weighted-average shares:
Basic	407			396			403			355
Diluted	445			419			442			370
Cash dividends declared and paid per share	$	1.02		$	0.50		$	3.06		$	1.43

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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BROADCOM LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ~~(LOSS)~~ — UNAUDITED

(in millions)



	Fiscal Quarter Ended
	February 4, 2018		January 29, 2017

	(In millions)
Net income	$	6,566	$	252
Other comprehensive income, net of tax:
Unrealized gain on available-for-sale investments	9		—
Other comprehensive income	9		—
Comprehensive income	6,575		252
Comprehensive income attributable to noncontrolling interest	336		13
Comprehensive income attributable to ordinary shares	$	6,239	$	239

	Fiscal Quarter Ended					Three Fiscal Quarters Ended
	July 30, 2017		July 31, 2016			July 30, 2017		July 31, 2016
Net income (loss)	$	507	$	(315	)	$	1,223	$	(1,193	)
Other comprehensive income, net of tax:
Change in unrealized loss and prior service costs associated with defined benefit pension plans and post-retirement benefit plans	—		1			1		1
Other comprehensive income	—		1			1		1
Comprehensive income (loss)	507		(314		)	1,224		(1,192		)
Comprehensive income (loss) attributable to noncontrolling interest	26		(17		)	63		(86		)
Comprehensive income (loss) attributable to ordinary shares	$	481	$	(297	)	$	1,161	$	(1,106	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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BROADCOM LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED

	Three Fiscal Quarters Ended
	Fiscal Quarter Ended
	July 30, 2017			July 31, 2016
	February 4, 2018			January 29, 2017
	(In millions)
Cash flows from operating activities:
Net income (loss)	$	1,223		$	(1,193	)
Net income	$	6,566		$	252
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	31,~~518~~184			21,~~342~~114
Share-based compensation	~~669~~299			~~474~~202
Excess tax benefits from share-based compensation	—			(68		)
Deferred taxes and other non-cash taxes	(5,832		)	(25		)
Deferred taxes and other non-cash tax expense	(99		)	(353		)
Non-cash portion of debt extinguishment loss	—			159
Non-cash portion of debt extinguishment loss	159			51
Non-cash restructuring, impairment and disposal charges	5			17
Non-cash restructuring, impairment and disposal charges	54			268
Amortization of debt issuance costs and accretion of debt discount	6			8
Gain on disposition of assets	(23		)	—
Other	3			(18		)
Amortization of debt issuance costs and accretion of debt discount	19			27
Other	21			(10		)
Changes in assets and liabilities, net of acquisitions and disposals:
Trade accounts receivable, net	~~(236~~199		)	~~(491~~234		)
Inventory	~~(23~~250		)	~~1,088~~65
Accounts payable	(34403		)	(61137		)
Employee compensation and benefits	29(376		)	70(181		)
Other current assets and current liabilities	(570		)	(38		)
Contributions to defined benefit pension plans	(129		)	(6		)
Other long-term assets and long-term liabilities	(115		)	(47		)
Other current assets and current liabilities	284			(237		)
Net cash provided by operating activities	4,592			2,059
Other long-term assets and long-term liabilities	(371		)	(94		)
Net cash provided by operating activities	1,685			1,353
Cash flows from investing activities:
Purchases of property, plant and equipment	(836		)	(530		)
Acquisitions of businesses, net of cash acquired	(4,786		)	—
Proceeds from disposals of properly, plant and equipment	1			5
Proceeds from sales of businesses	782			10
Purchases of investments	(200		)	(58		)
Purchases of property, plant and equipment	(220		)	(325		)
Acquisitions of businesses, net of cash acquired	(40		)	(10,055		)
Proceeds from disposals of properly, plant and equipment	237			—
Proceeds from sales of businesses	10			698
Purchases of investments	(244		)	—
Proceeds from sales and maturities of investments	—			89
Other	4			(4		)
Other	(5		)	(15		)
Net cash used in investing activities	(4,227		)	(319		)
Net cash used in investing activities	(1,070		)	(9,866		)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	~~13,550~~—			1513,~~926~~446
Debt repayments	(13,668		)	(6,145		)
Repayment of debt	(856		)	(13,668		)
Payment of assumed debt	—			(1,475		)
Payment of debt issuance costs	—			(3		)
Payment of debt issuance costs	(127		)	(108		)
Dividend and distribution payments	(755		)	(431		)
Dividend and distribution payments	(1,306		)	(537		)
Issuance of ordinary shares	34			61
Issuance of ordinary shares	191			217
Payment of capital lease obligations	(6		)	—
Excess tax benefits from share-based compensation	—			68
Other	(3		)	—
Payment of capital lease obligations	(10		)	—
Net cash used in financing activities	(1,586		)	(595		)
Net cash provided by (used in) financing activities	(1,370		)	7,946
Net change in cash and cash equivalents	(4,128		)	439
Net change in cash and cash equivalents	2,152			139
Cash and cash equivalents at the beginning of period	11,204			3,097
Cash and cash equivalents at the beginning of period	3,097			1,822
Cash and cash equivalents at end of period	$	7,076		$	3,536
Cash and cash equivalents at end of period	$	5,249		$	1,961

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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BROADCOM CAYMAN L.P.

CONDENSED CONSOLIDATED BALANCE SHEETS — UNAUDITED

(in millions, except unit data)



	February 4, 2018			October 29, 2017

	(In millions, except unit amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	6,886		$	11,017
Trade accounts receivable, net	2,459			2,448
Inventory	1,291			1,447
Other current assets	481			808
Total current assets	11,117			15,720
Long-term assets:
Property, plant and equipment, net	2,747			2,599
Goodwill	26,899			24,706
Intangible assets, net	13,171			10,832
Other long-term assets	507			458
Total assets	$	54,441		$	54,315
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Accounts payable	$	816		$	1,105
Employee compensation and benefits	333			626
Current portion of long-term debt	117			117
Other current liabilities	704			681
Total current liabilities	1,970			2,529
Long-term liabilities:
Long-term debt	17,475			17,431
Other long-term liabilities	6,018			11,272
Total liabilities	25,463			31,232
Commitments and contingencies (Note 12)
Partners’ capital:
Common partnership units; 390,934,757 units and 390,896,843 units issued and outstanding on February 4, 2018 and October 29, 2017, respectively	25,880			20,273
Exchangeable limited partnership units; 22,107,689 units and 22,145,603 units issued and outstanding on February 4, 2018 and October 29, 2017, respectively	3,180			2,901
Accumulated other comprehensive loss	(82		)	(91		)
Total partners’ capital	28,978			23,083
Total liabilities and partners’ capital	$	54,441		$	54,315

	July 30, 2017			October 30, 2016
ASSETS
Current assets:
Cash and cash equivalents	$	4,929		$	3,044
Short-term investments	200			—
Trade accounts receivable, net	2,417			2,181
Inventory	1,431			1,400
Other current assets	966			500
Total current assets	9,943			7,125
Long-term assets:
Property, plant and equipment, net	2,909			2,509
Goodwill	24,706			24,732
Intangible assets, net	11,927			15,068
Other long-term assets	457			532
Total assets	$	49,942		$	49,966
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Accounts payable	$	1,158		$	1,261
Employee compensation and benefits	546			517
Current portion of long-term debt	—			454
Other current liabilities	514			846
Total current liabilities	2,218			3,078
Long-term liabilities:
Long-term debt	13,572			13,188
Pension and post-retirement benefit obligations	503			531
Other long-term liabilities	10,945			11,293
Total liabilities	27,238			28,090
Commitments and contingencies (Note 12)
Partners’ capital:
Common partnership units; 390,842,636 units and 390,237,855 units issued and outstanding on July 30, 2017 and October 30, 2016, respectively	19,935			19,026
Restricted exchangeable units; 22,199,810 units and 22,804,591 units issued and outstanding on July 30, 2017 and October 30, 2016, respectively	2,902			2,984
Accumulated other comprehensive loss	(133		)	(134		)
Total partners’ capital	22,704			21,876
Total liabilities and partners’ capital	$	49,942		$	49,966

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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BROADCOM CAYMAN L.P.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS — UNAUDITED

(in millions, except per unit/share amounts)



	Fiscal Quarter Ended
	February 4, 2018			January 29, 2017

	(In millions, except per unit data)
Net revenue	$	5,327		$	4,139
Cost of products sold:
Cost of products sold	1,899			1,573
Purchase accounting effect on inventory	70			—
Amortization of acquisition-related intangible assets	715			559
Restructuring charges	15			6
Total cost of products sold	2,699			2,138
Gross margin	2,628			2,001
Research and development	925			808
Selling, general and administrative	291			201
Amortization of acquisition-related intangible assets	339			440
Restructuring, impairment and disposal charges	130			46
Total operating expenses	1,685			1,495
Operating income	943			506
Interest expense	(183		)	(111		)
Loss on extinguishment of debt	—			(159		)
Other income, net	35			31
Income from continuing operations before income taxes	795			267
Provision for (benefit from) income taxes	(5,786		)	10
Income from continuing operations	6,581			257
Loss from discontinued operations, net of income taxes	(15		)	(5		)
Net income	$	6,566		$	252

General Partner's interest in net income	$	6,230		$	239
Limited Partners' interest in net income	$	336		$	13

Cash distributions paid per exchangeable limited partnership unit	$	1.75		$	1.02
Cash distributions paid to General Partner	$	717		$	408

	Fiscal Quarter Ended						Three Fiscal Quarters Ended
	July 30, 2017			July 31, 2016			July 30, 2017			July 31, 2016
Net revenue	$	4,463		$	3,792		$	12,792		$	9,104
Cost of products sold:
Cost of products sold	1,658			1,520			4,795			3,656
Purchase accounting effect on inventory	1			271			2			1,099
Amortization of acquisition-related intangible assets	655			211			1,853			539
Restructuring charges	—			8			16			41
Total cost of products sold	2,314			2,010			6,666			5,335
Gross margin	2,149			1,782			6,126			3,769
Research and development	827			814			2,464			1,868
Selling, general and administrative	200			230			605			582
Amortization of acquisition-related intangible assets	441			728			1,323			1,517
Restructuring, impairment and disposal charges	33			274			106			592
Total operating expenses	1,501			2,046			4,498			4,559
Operating income (loss)	648			(264		)	1,628			(790		)
Interest expense	(112		)	(139		)	(335		)	(479		)
Loss on extinguishment of debt	—			(21		)	(159		)	(74		)
Other income, net	12			4			46			1
Income (loss) from continuing operations before income taxes	548			(420		)	1,180			(1,342		)
Provision for (benefit from) income taxes	39			(117		)	(54		)	(199		)
Income (loss) from continuing operations	509			(303		)	1,234			(1,143		)
Loss from discontinued operations, net of income taxes	(2		)	(12		)	(11		)	(50		)
Net income (loss)	$	507		$	(315	)	$	1,223		$	(1,193	)
General Partner's interest in net income (loss)	$	481		$	(298	)	$	1,160		$	(1,484	)
Limited Partners' interest in net income (loss)	$	26		$	(17	)	$	63		$	(86	)
Net income attributable to ordinary shareholders	$	—		$	—		$	—		$	377
Cash distributions paid per restricted exchangeable partnership unit	$	1.02		$	0.50		$	3.06		$	0.99
Cash distributions paid to General Partner	$	415		$	199		$	1,237		$	392
Cash dividends paid per ordinary share	$	—		$	—		$	—		$	0.44

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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BROADCOM CAYMAN L.P.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ~~(LOSS)~~ — UNAUDITED

(in millions)



	Fiscal Quarter Ended
	February 4, 2018		January 29, 2017

	(In millions)
Net income	$	6,566	$	252
Other comprehensive income, net of tax:
Unrealized gain on available-for-sale investments	9		—
Other comprehensive income	9		—
Comprehensive income	$	6,575	$	252

	Fiscal Quarter Ended					Three Fiscal Quarters Ended
	July 30, 2017		July 31, 2016			July 30, 2017		July 31, 2016
Net income (loss)	$	507	$	(315	)	$	1,223	$	(1,193	)
Other comprehensive income, net of tax:
Change in unrealized loss and prior service costs associated with defined benefit pension plans and post-retirement benefit plans	—		1			1		1
Other comprehensive income	—		1			1		1
Comprehensive income (loss)	$	507	$	(314	)	$	1,224	$	(1,192	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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BROADCOM CAYMAN L.P.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED

	Three Fiscal Quarters Ended
	Fiscal Quarter Ended
	July 30, 2017			July 31, 2016
	February 4, 2018			January 29, 2017
	(In millions)
Cash flows from operating activities:
Net income (loss)	$	1,223		$	(1,193	)
Net income	$	6,566		$	252
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	31,~~518~~184			21,~~342~~114
Share-based compensation	~~669~~299			~~474~~202
Excess tax benefits from share-based compensation	—			(68		)
Deferred taxes and other non-cash taxes	(5,832		)	(25		)
Deferred taxes and other non-cash tax expense	(99		)	(353		)
Non-cash portion of debt extinguishment loss	—			159
Non-cash portion of debt extinguishment loss	159			51
Non-cash restructuring, impairment and disposal charges	5			17
Non-cash restructuring, impairment and disposal charges	54			268
Amortization of debt issuance costs and accretion of debt discount	6			8
Gain on disposition of assets	(23		)	—
Other	3			(18		)
Amortization of debt discount issuance costs and accretion of debt discount	19			27
Other	21			(10		)
Changes in assets and liabilities, net of acquisitions and disposals:
Trade accounts receivable, net	~~(236~~199		)	~~(491~~234		)
Inventory	~~(23~~250		)	~~1,088~~65
Accounts payable	(34403		)	(61137		)
Employee compensation and benefits	29(376		)	70(181		)
Other current assets and current liabilities	(570		)	(38		)
Contributions to defined benefit pension plans	(129		)	(6		)
Other long-term assets and long-term liabilities	(115		)	(47		)
Other current assets and current liabilities	284			(237		)
Net cash provided by operating activities	4,592			2,059
Other long-term assets and long-term liabilities	(371		)	(94		)
Net cash provided by operating activities	1,685			1,353
Cash flows from investing activities:
Purchases of property, plant and equipment	(836		)	(530		)
Acquisitions of businesses, net of cash acquired	(4,786		)	—
Proceeds from disposals of property, plant and equipment	1			5
Proceeds from sales of businesses	782			10
Purchases of investments	(200		)	(58		)
Purchases of property, plant and equipment	(220		)	(325		)
Acquisitions of businesses, net of cash acquired	(40		)	(10,055		)
Proceeds from disposals of property, plant and equipment	237			—
Proceeds from sales of businesses	10			698
Purchases of investments	(244		)	—
Proceeds from sales and maturities of investments	—			89
Other	4			(4		)
Other	(5		)	(15		)
Net cash used in investing activities	(4,227		)	(319		)
Net cash used in investing activities	(1,070		)	(9,866		)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	~~13,550~~—			1513,~~926~~446
Debt repayments	(13,668		)	(6,145		)
Repayment of debt	(856		)	(13,668		)
Payment of assumed debt	—			(1,475		)
Payment of debt issuance costs	—			(3		)
Payment of debt issuance costs	(127		)	(108		)
Distributions paid to unit holders	(755		)	(431		)
Dividend payments to ordinary shareholders	—			(122		)
Capital transactions with General Partner	31			(29		)
Distributions paid to unit holders	(1,306		)	(415		)
Payment of capital lease obligations	(6		)	—
Issuance of ordinary shares by General Partner	—			72
Other	(3		)	—
Capital transactions with General Partner	(76		)	99
Net cash used in financing activities	(1,589		)	(685		)
Excess tax benefits from share-based compensation	—			68
Net change in cash and cash equivalents	(4,131		)	349
Payment of capital lease obligations	(10		)	—
Cash and cash equivalents at the beginning of period	11,017			3,044
Net cash provided by (used in) financing activities	(1,637		)	7,900
Cash and cash equivalents at end of period	$	6,886		$	3,393
Net change in cash and cash equivalents	1,885			93
Cash and cash equivalents at the beginning of period	3,044			1,822
Cash and cash equivalents at end of period	$	4,929		$	1,915

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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BROADCOM LIMITED AND BROADCOM CAYMAN L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Overview, Basis of Presentation and Significant Accounting Policies

Overview

Broadcom Limited, or Broadcom, is a leading designer, developer and global supplier of a broad range of semiconductor devices with a focus on complex digital and mixed signal complementary metal oxide semiconductor based devices and analog III-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 center networking, home connectivity, set-top boxes, broadband access, telecommunication equipment, smartphones and base stations, 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, ais ~~company~~ organized under the laws of the Republic of Singapore~~, is the successor to Avago Technologies Limited, or Avago~~. Broadcom Cayman L.P., or the Partnership, is an exempted limited partnership formed under the laws of the Cayman Islands. Broadcom is the Partnership’s sole General Partner and owns a majority interest (by vote and value) in the Partnership represented by common partnership units, or Common Units. The balance of the partnership units represents ~~restricted~~ exchangeable limited partnership units, or ~~Partnership~~LP ~~REUs~~Units, the holders of which are referred to as the Limited Partners. 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 regarding the undertaking and business of the Partnership in accordance with the Partnership’s ~~amended~~Amended and ~~restated~~Restated ~~exempted~~Exempted ~~limited~~Limited ~~partnership~~Partnership ~~agreement~~Agreement, or Partnership Agreement, as amended from time to time, and applicable laws.

~~The~~We ~~condensed~~have ~~consolidated~~initiated ~~financial~~the ~~statements~~process ~~and~~to ~~accompanying~~change ~~notes~~the ~~are~~ultimate ~~being~~parent ~~presented~~company inof Broadcom to a ~~combined~~Delaware ~~report~~corporation, ~~being~~or ~~filed~~the byRedomiciliation, ~~two~~through ~~separate~~a ~~registrants:~~statutory procedure known as a scheme of arrangement under Singapore law, or the Scheme of Arrangement, to be implemented pursuant to the implementation agreement between us and a newly established Delaware corporation (also named Broadcom Limited and ~~the~~referred ~~Partnership~~to herein as Broadcom-Delaware). The ~~differences~~Scheme inof Arrangement is subject to the ~~condensed~~approval ~~consolidated~~of ~~financial~~the ~~statements~~High ~~relate~~Court toof the ~~noncontrolling~~Republic ~~interest~~of ~~which~~Singapore ~~represents~~and our shareholders. In connection with the ~~outstanding~~Redomiciliation, ~~Partnership~~we ~~REUs~~intend ~~and~~to ~~transactions~~execute ~~between~~an ~~Broadcom~~amendment ~~and~~to the Partnership, Agreement pursuant to which weall ~~account~~outstanding LP Units will be mandatorily exchanged for asshares ~~capital~~of ~~transactions.~~common ~~Refer~~stock toof ~~Note~~Broadcom-Delaware 7.on ~~“Shareholders’~~a ~~Equity”~~one-for-one ~~and~~basis. See Note 8. “Partners’ Capital” for ~~additional~~more information.

~~Unless~~The ~~stated~~condensed ~~otherwise~~consolidated orfinancial ~~the~~statements ~~context~~and ~~otherwise~~accompanying ~~requires,~~notes ~~references~~are tobeing ~~“Broadcom,”~~presented ~~“we,”~~in ~~“our”~~a ~~and~~combined ~~“us”~~report ~~mean~~being ~~Broadcom~~filed ~~Limited~~by ~~and~~two ~~its~~separate ~~consolidated~~registrants: ~~subsidiaries, including~~ Broadcom ~~Cayman~~and Lthe Partnership.P. ~~References~~The todifferences in the ~~“Partnership”~~condensed ~~mean~~consolidated ~~Broadcom~~financial ~~Cayman~~statements ~~L.P.~~relate ~~and~~to ~~its~~the ~~consolidated~~noncontrolling ~~subsidiaries.~~interest ~~Financial~~which ~~information~~represents ~~and~~the ~~results~~outstanding ofLP ~~operations~~Units ~~for~~and ~~periods~~transactions ~~prior~~between toBroadcom ~~February~~and 1the Partnership, ~~2016~~which ~~relate~~we toaccount ~~Avago,~~for ~~our~~as ~~predecessor,~~capital ~~and~~transactions. ~~relate~~Refer to ~~Broadcom~~Note ~~and~~7. ~~the~~“Shareholders’ ~~Partnership~~Equity” ~~for~~and ~~the~~Note ~~periods~~8. ~~after~~“Partners’ ~~February~~Capital” 1,for ~~2016~~additional information.

Unless stated otherwise or the context otherwise requires, references to “Broadcom,” “we,” “our” and “us” mean Broadcom Limited and its consolidated subsidiaries, including Broadcom Cayman L.P. References to the “Partnership” mean Broadcom Cayman L.P. and its consolidated subsidiaries.

Basis of Presentation

We operate on a 52- or 53-week fiscal year ending on the Sunday closest to October 31 in a 52-week year and the first Sunday in November in a 53-week year. Our fiscal year ending ~~October~~November 294, ~~2017~~2018, or fiscal year ~~2017~~2018, is a 5253-week fiscal year, with our first fiscal quarter containing 14 weeks. The first quarter of our fiscal year ~~2017~~2018 ended on ~~January~~February 294, ~~2017~~2018, the second quarter ~~ended~~ends on ~~April~~May 306, ~~2017~~2018 and the third quarter ~~ended~~ends on ~~July~~August 305, ~~2017~~2018. Our fiscal year ended October 3029, ~~2016~~2017, or fiscal year ~~2016~~2017, was ~~also~~ a 52-week fiscal year.

~~The~~On ~~accompanying~~November ~~condensed consolidated financial statements of Broadcom and the Partnership include the accounts of Broadcom and the Partnership~~17, ~~respectively~~2017, ~~and~~we ~~their~~acquired ~~subsidiaries,~~Brocade ~~and~~Communications ~~have~~Systems, ~~been prepared by us in accordance with generally accepted accounting principles in the United States~~Inc., or ~~GAAP, for interim financial information~~Brocade. The ~~financial information included herein is~~ unaudited, ~~and~~condensed ~~reflects~~consolidated ~~all~~financial ~~adjustments~~statements ~~which~~include ~~are, in~~ the ~~opinion~~results of ~~our~~operations ~~management,~~ of aBrocade ~~normal~~commencing ~~recurring~~as ~~nature and necessary for a fair statement~~ of the ~~results~~acquisition ~~for~~date. ~~the~~See ~~periods~~Note ~~presented~~2. ~~The~~“Acquisitions” ~~October 30, 2016 condensed consolidated balance sheet data were derived from Broadcom’s audited consolidated financial statements included in Broadcom’s Annual Report on Form 10-K~~ for ~~fiscal~~additional ~~year 2016, or 2016 Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, or SEC, but do not include all disclosures required by GAAP~~information. ~~All intercompany transactions and balances have been eliminated in consolidation.~~

AsThe aaccompanying ~~result~~condensed ofconsolidated ~~Broadcom’s~~financial ~~controlling~~statements ~~interest~~of inBroadcom and the Partnership, weinclude ~~consolidate~~ the ~~financial~~accounts ~~results~~ of Broadcom and the Partnership, respectively, and ~~present~~their asubsidiaries, ~~noncontrolling~~and ~~interest~~have ~~for~~been ~~the~~prepared ~~portion~~by ofus ~~the~~in ~~Partnership~~accordance wewith dogenerally ~~not~~accepted ~~own~~accounting principles in ~~our~~the ~~condensed~~United ~~consolidated~~States, or GAAP, for interim financial ~~statements~~information. ~~Net~~The ~~income~~financial ~~(loss)~~information ~~attributable~~included toherein ~~noncontrolling~~is ~~interest~~unaudited, and reflects all adjustments which are, in the ~~condensed~~opinion ~~consolidated~~of ~~statements~~our management, of ~~operations~~a ~~represents~~normal ~~the~~recurring ~~portion~~nature ofand ~~income~~necessary ~~(loss)~~for ~~attributable~~a tofair statement of the ~~economic~~results ~~interest~~for the periods presented. The October 29, 2017 condensed consolidated balance sheet data were derived from Broadcom’s audited consolidated financial statements included in ~~the~~Broadcom’s ~~Partnership~~Annual ~~owned~~Report byon ~~the~~Form ~~Limited~~10-K ~~Partners.~~for fiscal year 2017, or 2017 Annual Report on Form 10-K, as filed with the

The accompanying condensed consolidated financial statements include the results of operations of Broadcom Corporation, or BRCM, and other acquisitions commencing as of their respective acquisition dates.

Table of Contents

~~The~~Securities ~~operating results for the fiscal quarter~~ and ~~three~~Exchange ~~fiscal~~Commission, ~~quarters~~or ~~ended July 30~~SEC, ~~2017~~but ~~are~~do not ~~necessarily~~include ~~indicative~~all ofdisclosures ~~the~~required ~~results~~by ~~that~~GAAP. ~~may~~All beintercompany ~~expected~~transactions ~~for~~and ~~fiscal~~balances ~~year~~have ~~2017,~~been oreliminated ~~for~~in ~~any other future period~~consolidation.

As a result of Broadcom’s controlling interest in the Partnership, we consolidate the financial results of the Partnership and present a noncontrolling interest for the portion of the Partnership we do not own in our condensed consolidated financial statements. Net income attributable to noncontrolling interest in the condensed consolidated statements of operations represents the portion of income attributable to the economic interest in the Partnership owned by the Limited Partners.

The operating results for the fiscal quarter ended February 4, 2018 are not necessarily indicative of the results that may be expected for fiscal year 2018, or for any other future period.

Significant Accounting Policies

Use of estimates. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences could affect the results of operations reported in future periods.

Reclassifications. Certain reclassifications have been made to the prior period condensed consolidated statement of cash flows. These reclassifications had no impact on the previously reported net cash activities.

Recently Adopted Accounting Guidance

In the first quarter of fiscal year ~~2017~~2018, we early adopted an accounting standards update issued by the Financial Accounting Standards Board, or FASB, in ~~March~~October 2016 ~~that~~related ~~simplified~~to the ~~accounting~~recognition ~~for certain aspects~~ of ~~stock-based~~income ~~payments to employees. The standard eliminated (i) the requirement to report excess~~ tax ~~benefits~~consequences ~~and~~of ~~certain~~an ~~tax deficiencies related to share~~intra-~~based~~entity ~~payment~~transfer ~~transactions~~of asan ~~additional~~asset ~~paid-in~~other ~~capital~~than ~~and (ii) the requirement that excess tax benefits be realized before companies can recognize them~~inventory. The standard ~~required~~requires a modified-retrospective transition method by means of a cumulative-effect adjustment as of the beginning of the period in which the guidance is adopted. AsThe aadoption ~~result~~ of ~~adoption,~~this weguidance ~~recognized~~resulted ~~tax~~in ~~benefits~~a ofdecrease ~~$56~~in ~~million~~current and ~~$237~~long-term ~~million~~prepaid astax ~~discrete~~expense ~~items~~of ~~for~~$67 ~~the~~million ~~fiscal quarter~~ and ~~three~~$199 ~~fiscal quarters ended July 30~~million, ~~2017,~~ respectively, aan increase of $47252 million ~~cumulative-effect adjustment~~ to ~~reduce~~ our accumulated deficit and a decrease of $314 million ~~cumulative-effect adjustment~~ to ~~increase~~ our ~~noncontrolling~~non-controlling interest ~~for previously unrecognized excess tax benefits as of October 30, 2016~~. In connection with the adoption, we elected to present excess tax benefits within operating activities on the statement of cash flows prospectively and we continued our existing practice of estimating forfeitures.

Recent Accounting Guidance Not Yet Adopted

In October 2016, the FASB issued updated guidance related to the recognition of income tax consequences of an intra-entity transfer of an asset other than inventory. This guidance will be effective for the first quarter of our fiscal year 2019; however, early adoption is permitted. The adoption of this guidance 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 be effective for the first quarter of our fiscal year 2019; however, early adoption is permitted. We will present our statements of cash flows in accordance with this guidance for the affected transactions occurring subsequent to adoption.

In February 2016, the FASB issued guidance related to the accounting for leases, which among other things, requires a lessee to recognize lease assets and 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 is required to be applied using a modified retrospective approach. We are evaluating the impact this guidance will have on our condensed consolidated financial statements.

In ~~August~~May ~~2015~~2014, the FASB ~~deferred~~issued ~~the effective date of the~~ guidance that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. ~~This~~The ~~guidance~~new ~~will~~standard becreates ~~effective~~a ~~for~~single ~~the~~source ~~first~~of ~~quarter~~revenue ofguidance ~~our~~under ~~fiscal~~GAAP, ~~year~~eliminating ~~2019~~industry-specific guidance. ~~Early~~The ~~adoption~~underlying principle of the standard is ~~permitted,~~to ~~but~~recognize ~~not~~revenue ~~before~~when ~~the~~a ~~first~~customer ~~quarter~~obtains control of ~~our~~promised ~~fiscal~~goods ~~year~~or ~~2018.~~services ~~The~~at ~~new~~an ~~guidance~~amount that reflects the consideration that is ~~required~~expected to be ~~applied~~received ~~retrospectively~~in toexchange ~~each~~for ~~prior~~those ~~reporting~~goods ~~period~~or ~~presented~~services. orAn ~~retrospectively~~entity ~~with~~should ~~the~~apply ~~cumulative~~a ~~effect~~five-step ofapproach ~~initially~~for ~~applying~~recognizing itrevenue ~~recognized~~as atfollows: ~~the~~(i) ~~date~~identify ofthe ~~initial~~contract ~~application.~~with Ina ~~addition,~~customer; in(ii) ~~2016,~~identify the ~~FASB~~performance ~~issued~~obligations ~~amendments~~in tothe ~~clarify~~contract; (iii) determine the ~~implementation~~transaction ~~guidance~~price; ~~for~~(iv) ~~principal~~allocate ~~versus~~the ~~agent~~transaction ~~considerations,~~price ~~identifying~~to the performance obligations ~~and~~in the ~~accounting~~contract; ~~for~~and ~~licenses~~(v) ofrecognize ~~intellectual~~revenue ~~property~~when, ~~and~~or ~~narrow-scope~~as, ~~improvements~~the ~~and~~entity ~~practical~~satisfies ~~expedients.~~a Weperformance doobligation. ~~not~~The ~~expect~~standard toalso ~~early~~requires ~~adopt~~increased ~~this~~disclosures ~~guidance.~~including Wethe ~~have~~nature, ~~not~~amount, ~~selected~~timing, ~~a transition method~~ and ~~are~~uncertainty ~~evaluating~~of ~~the~~revenues ~~impact~~and ~~this~~cash ~~guidance~~flows ~~will~~related ~~have~~to oncontracts ~~our~~with ~~condensed consolidated financial statements~~customers.

The standard allows two methods of adoption: (i) retrospectively to each prior period presented (“full retrospective method”), or (ii) retrospectively with the cumulative effect recognized in retained earnings as of the date of adoption ("modified retrospective method"). We plan to adopt the new standard using the modified retrospective method at the beginning of the first quarter of fiscal year 2019. We have established a cross-functional team to assess the potential impact of the new revenue standard and are on schedule in establishing new accounting policies, processes, and internal controls necessary to support the requirements of the new standard. While we are still finalizing our analysis to quantify the adoption impact of the provisions of the new standard, the exact impact of the new standard will be dependent on facts and circumstances at adoption and could vary from quarter to quarter.

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2. Acquisitions

Acquisition of ~~Broadcom Corporation~~Brocade

~~Our~~On ~~results~~November of17, ~~continuing~~2017, ~~operations~~or ~~for~~ the ~~fiscal~~Brocade ~~quarter~~Acquisition ~~and~~Date, ~~three~~we ~~fiscal~~acquired ~~quarters~~Brocade, ~~ended~~or ~~July 31,~~the ~~2016~~Brocade ~~included~~Merger. $2Brocade was a supplier of networking hardware,~~314~~ ~~million~~software and $4services,~~641~~ ~~million~~including ofFibre ~~net~~Channel ~~revenue,~~Storage ~~respectively~~Area Network, ~~attributable~~or toFC ~~BRCM~~SAN, ~~which~~solutions weand ~~acquired~~Internet onProtocol ~~February 1~~Networking, ~~2016,~~ or ~~the~~IP ~~Acquisition~~Networking, ~~Date~~solutions. ItWe isacquired ~~impracticable~~Brocade to ~~determine~~enhance ~~the~~our ~~effect~~position onas ~~net~~a ~~income~~provider ~~(loss)~~of ~~attributable~~enterprise tostorage ~~BRCM~~connectivity ~~for~~solutions, ~~the~~broaden ~~periods~~our ~~presented~~portfolio asfor weenterprise ~~immediately~~storage, ~~integrated~~and ~~BRCM~~to ~~into~~increase our ~~ongoing~~ability ~~operations.~~to ~~Transaction~~address ~~costs~~the ~~of $2~~evolving ~~million~~needs ~~and~~of ~~$39~~our ~~million incurred~~original ~~related~~equipment tomanufacturer, ~~our~~or ~~acquisition~~OEM, ofcustomers. ~~BRCM,~~We orfinanced the ~~Broadcom~~Brocade Merger, ~~are~~with ~~included~~a inportion ~~selling,~~of ~~general~~the ~~and~~net ~~administrative~~proceeds ~~expense~~from in the ~~condensed~~issuance ~~consolidated statements~~ of ~~operations~~the ~~for~~2017 ~~the~~Senior ~~fiscal~~Notes, ~~quarter~~as defined and ~~three~~discussed ~~fiscal~~in ~~quarters~~further ~~ended~~detail ~~July 31,~~in ~~2016~~Note 6. “Borrowings,” ~~respectively~~as well as cash on hand.

~~Unaudited~~Purchase ~~Pro Forma Information~~ Consideration

	Fiscal Quarter Ended			Three Fiscal Quarters Ended
	(In millions)
	July 31, 2016			July 31, 2016
Cash paid for outstanding Brocade common stock	$	5,298
Pro forma net revenue	$	3,789		$	11,148
Cash paid by Broadcom to retire Brocade’s term loan	701
Pro forma net loss from continuing operations	$	(152	)	$	(611	)
Cash paid for Brocade equity awards	31
Pro forma net loss	$	(164	)	$	(661	)
Fair value of partially vested assumed equity awards	8
Pro forma net loss attributable to ordinary shares	$	(155	)	$	(625	)
Total purchase consideration	6,038
Pro forma net loss per share attributable to ordinary shares - basic and diluted	$	(0.39	)	$	(1.59	)
Less: cash acquired	1,250
Total purchase consideration, net of cash acquired	$	4,788

~~Pending~~We ~~Acquisition~~assumed all unvested Brocade stock options, restricted stock units, or RSUs, and performance stock units, or PSUs, held by continuing employees. The portion of the fair value of partially vested equity awards associated with prior service of Brocade ~~Communications~~employees ~~Systems~~represents a component of the total consideration as presented above. All vested in-the-money Brocade stock options, ~~Inc~~after giving effect to any acceleration, were cashed out upon the completion of the Brocade Merger. RSUs and PSUs were valued based on Broadcom’s ordinary share price as of the Brocade Acquisition Date.

OnWe ~~November~~allocated 2,the ~~2016,~~purchase weprice ~~entered~~to ~~into~~tangible ~~an Agreement~~ and ~~Plan~~identified ofintangible ~~Merger,~~assets oracquired ~~the Brocade Agreement, by~~ and ~~among~~liabilities ~~Broadcom,~~assumed ~~BRCM,~~based ~~Brocade~~on ~~Communications~~their ~~Systems,~~estimated ~~Inc~~fair values., aThe ~~Delaware~~fair ~~corporation,~~value orof ~~Brocade,~~identified ~~and~~intangible ~~Bobcat~~assets ~~Merger~~acquired ~~Sub,~~was ~~Inc.,~~based aon ~~Delaware~~estimates ~~corporation~~ and aassumptions ~~direct~~made ~~wholly~~by ~~owned~~management ~~subsidiary~~at ofthe ~~BRCM,~~time orof ~~Merger Sub~~acquisition. On ~~December~~As ~~18,~~additional ~~2016,~~information ~~BRCM~~becomes ~~assigned~~available, ~~all~~such ofas ~~its~~finalization ~~rights and obligations under the Brocade Agreement and transferred all~~ of the ~~issued~~estimated ~~and~~fair ~~outstanding~~value ~~capital stock~~ of ~~Merger~~tax ~~Sub~~related toitems, ~~LSI~~we ~~Corporation,~~may orfurther ~~LSI.~~revise ~~The~~our ~~Brocade~~preliminary ~~Agreement~~purchase ~~provides~~price ~~that,~~allocation ~~upon~~during the ~~terms~~remainder ~~and~~of ~~subject to~~ the ~~conditions~~measurement ~~set~~period ~~forth~~(which ~~therein, Merger Sub~~ will ~~merge~~not ~~with~~exceed ~~and~~12 ~~into~~months ~~Brocade~~from ~~with Brocade as~~ the ~~surviving corporation, or the~~ Brocade Acquisition Date). As aAny ~~result~~such ofrevisions ~~the~~or ~~Brocade~~changes ~~Acquisition,~~may ~~Brocade~~be ~~will become an indirect subsidiary of Broadcom and the Partnership~~material.

~~Under~~The ~~the~~following ~~Brocade~~table ~~Agreement,~~presents atour ~~the~~preliminary ~~effective~~allocation ~~time~~ of the ~~Brocade~~total ~~Acquisition,~~purchase each issued and outstanding share of Brocade common stock held by Brocade stockholders who do not perfect their appraisal rights with respect to the Brocade Acquisition will be converted into the right to receive $12.75 in cashprice, ~~without~~net ~~interest. As~~ of ~~November 2, 2016, the Brocade Acquisition was valued at approximately $5.5 billion. We intend to finance the transaction with~~ cash ~~on hand from both companies and new debt financing.~~acquired:

We will also assume certain vested (to the extent not in-the-money) and all unvested Brocade stock options, restricted stock units, or RSUs, and performance stock units, or PSUs, held by continuing employees and service providers. All vested in-the-money Brocade stock options, after giving effect to any acceleration, and all other RSUs and PSUs will be cashed out at the effective time of the Brocade Acquisition.



	Estimated Fair Value
	(In millions)
Current assets	$	1,295
Goodwill	2,180
Intangible assets	3,396
Other long-term assets	83
Total assets acquired	6,954
Current portion of long-term debt	(856		)
Other current liabilities	(366		)
Long-term debt	(38		)
Other long-term liabilities	(906		)
Total liabilities assumed	(2,166		)
Fair value of net assets acquired	$	4,788

~~Consummation~~Goodwill ofis ~~the~~primarily ~~Brocade~~attributable ~~Acquisition~~to isthe ~~subject~~assembled toworkforce ~~the~~and ~~satisfaction~~anticipated orsynergies ~~waiver~~and economies of ~~customary~~scale ~~closing~~expected ~~conditions,~~from ~~including~~ the ~~receipt~~integration of ~~clearance~~the ~~from~~Brocade business. The ~~Committee~~synergies oninclude ~~Foreign~~certain ~~Investment~~cost insavings, ~~the~~operating ~~United States~~efficiencies, and ~~the~~other ~~absence~~strategic ofbenefits ~~certain~~projected ~~pending~~to ~~governmental~~be ~~litigation~~achieved ~~with~~as ~~respect~~a toresult of the ~~transactions~~Brocade ~~contemplated~~Merger. byGoodwill ~~the~~is ~~Brocade~~not ~~Agreement~~expected to be deductible for tax purposes.

Current assets included assets held-for-sale related to Brocade’s IP Networking business, which was not aligned with our strategic objectives and was sold during our fiscal quarter ended February 4, 2018. The sale of Brocade’s IP Networking

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~~The~~business ~~Brocade~~is ~~Agreement~~discussed ~~contains~~further ~~certain~~in ~~termination~~Note ~~rights~~3. ~~for~~“Supplemental usFinancial ~~and~~Information.” Current assets also included assets held-for-sale for Brocade’s headquarters, ~~and~~which ~~further~~was ~~provides~~sold ~~that,~~for ~~upon~~$224 ~~termination~~million ofduring the ~~Brocade~~first ~~Agreement~~quarter ~~under~~of ~~certain~~fiscal ~~specified~~year ~~circumstances~~2018, ~~Brocade~~with ~~will~~no beresulting ~~obligated~~gain toor ~~pay~~loss. usWe aleased ~~termination~~back ~~fee~~a portion of ~~$195~~the ~~million~~campus at market rental rates for six months.

WeOur ~~expect~~results of continuing operations for the ~~Brocade~~fiscal ~~Acquisition~~quarter ended February 4, 2018 included $328 million of net revenue attributable to ~~close~~Brocade. ~~during~~It is impracticable to determine the ~~fourth~~effect ~~quarter~~on net income attributable to Brocade as we have integrated a substantial portion of Brocade into our ~~fiscal~~ongoing ~~year~~operations. ~~2017,~~Transaction ~~subject~~costs of $21 million related to the ~~satisfaction~~Brocade ofMerger were included in selling, general and administrative expense for the ~~remaining~~fiscal ~~closing~~quarter ~~conditions~~ended February 4, 2018.

~~Pending~~Intangible ~~Divestiture of Brocade’s IP Networking Business~~Assets

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 acquired Ruckus Wireless business. The consummation of the Brocade Acquisition is not conditioned on the divestiture of Brocade’s IP Networking business.



	Fair Value		Weighted-Average Amortization Periods
	(In millions)		(In years)
Developed technology	$	2,925	10
Customer contracts and related relationships	255		11
Trade name and other	61		6
Total identified finite-lived intangible assets	3,241
In-process research and development	155		N/A
Total identified intangible assets	$	3,396

OnDeveloped ~~February~~technology ~~22,~~relates ~~2017, we announced our agreement~~ to ~~sell~~products afor ~~portion~~FC ofSAN ~~Brocade’s~~applications. IPWe ~~Networking~~valued ~~business, including~~ the ~~Ruckus~~developed ~~Wireless~~technology ~~and~~using ~~ICX~~the ~~Switch~~multi-period ~~businesses,~~excess toearnings ~~ARRIS~~method ~~International~~under ~~plc~~the ~~for~~income ~~cash~~approach. ~~consideration~~This ofmethod ~~$800~~reflects ~~million, plus~~ the ~~additional~~present ~~cost~~value of ~~unvested~~the ~~assumed~~projected ~~employee~~cash ~~stock~~flows ~~awards.~~that ~~The~~are ~~closing~~expected ~~is subject~~ to ~~regulatory~~be ~~approvals~~generated ~~in various jurisdictions and other customary closing conditions but does not require shareholder approval~~ by ~~either~~the ~~company~~developed ~~and~~technology isless ~~not~~charges ~~subject~~representing ~~to any financing conditions. We have also entered into an agreement to sell~~ the ~~data~~contribution ~~center portion~~ of ~~Brocade’s~~other IPassets ~~networking business~~ to ~~Extreme~~those ~~Networks,~~cash ~~Inc~~flows. ~~These~~The ~~transactions~~economic ~~are~~useful ~~contingent~~life onwas ~~the~~determined ~~closing~~based ofon the ~~Brocade~~technology ~~Acquisition~~cycle ~~and~~related ~~are expected~~ to ~~close~~each ~~within~~developed ~~one~~technology, ~~month~~as ~~following~~well as the ~~closing~~cash offlows over the ~~Brocade~~forecast ~~Acquisition~~period.

3Customer contracts and related relationships represent the fair value of future projected revenue that will be derived from sales of products to existing customers of Brocade. ~~Supplemental~~Customer ~~Financial~~contracts ~~Information~~and related relationships were valued using the distributor method and the with-and-without-method under the income approach. The distributor method determines the fair value by measuring the economic profits generated by an intermediary, which in our case represents OEM customers. In the with-and-without method, 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 the period of time necessary to reacquire the customers. In both instances, the economic useful life was determined based on historical customer turnover rates.

~~Cash~~Trade ~~Equivalents~~name ~~and~~relates ~~Short~~to the “Brocade” trade name. The fair value was determined by applying the relief-~~Term~~from-royalty ~~Investments~~method under the income approach. This valuation method is based on the application of a royalty rate to forecasted revenue under the trade name. The economic useful life was determined based on the expected life of the trade name and the cash flows anticipated over the forecasted periods.

~~Cash~~The ~~equivalents~~fair ~~included~~value ~~$3,253 million and $1,022 million~~ of ~~time~~in-process ~~deposits~~research ~~as of July 30, 2017~~ and ~~October 30~~development, ~~2016,~~or ~~respectively. As of July 30~~IPR&D, ~~2017,~~was ~~cash~~determined ~~equivalents~~using ~~also~~the ~~included $200 million of money~~multi-~~market~~period ~~funds.~~excess Asearnings ofmethod ~~July~~under ~~30,~~the ~~2017,~~income ~~short-term investments included $200 million of time deposits with original maturities greater than three months but less than one year~~approach. ~~For~~This ~~time~~method ~~deposits,~~reflects ~~carrying~~the ~~value~~present ~~approximates fair~~ value ~~due to the short-term nature~~ of the ~~instruments.~~projected ~~The~~cash ~~fair~~flows ~~value~~that ofare ~~money-market~~expected ~~funds,~~to ~~which~~be ~~was~~generated ~~consistent~~by ~~with~~the ~~their carrying value~~IPR&D, ~~was~~less ~~determined~~charges ~~using~~representing ~~unadjusted~~the ~~prices~~contribution inof ~~active,~~other ~~accessible markets for identical~~ assets, ~~and~~to asthose ~~such~~cash ~~they were classified as Level 1 assets in the fair value hierarchy~~flows.

We believe the amounts of purchased intangible assets recorded above represent the fair values of, and approximate the amounts a market participant would pay for, these intangible assets as of the Brocade Acquisition Date. The following table summarizes the details of IPR&D by category as of the Brocade Acquisition Date:

Accounts Receivable Factoring



Description	IPR&D		Percentage of Completion		Estimated Cost to Complete		Expected Release Date (By Fiscal Year)

	(Dollars in millions)
Directors	$	64	72	%	$	45	2018
Switches	$	50	81	%	$	21	2018
Embedded	$	31	74	%	$	22	2018
Networking software	$	10	73	%	$	27	2018

~~During~~The ~~the~~discount ~~fiscal~~rate ~~quarter~~of ~~ended~~11% ~~July~~was ~~30,~~applied ~~2017,~~to wethe ~~entered~~projected ~~into~~cash aflows ~~factoring~~to ~~agreement~~reflect ~~with~~the arisk ~~third-party~~related ~~financial institution~~ to ~~sell~~these ~~certain~~IPR&D ofprojects. ~~our~~The ~~trade~~discount ~~accounts~~rate ~~receivable~~represents on a ~~non-recourse~~premium ~~basis. We account for these transactions as sales~~ of ~~receivables~~1% ~~and~~over ~~record cash proceeds when received as cash provided by operating activities in~~ the ~~condensed~~weighted-average ~~consolidated~~cost ~~statements~~ of ~~cash~~capital ~~flows.~~to ~~Total~~reflect ~~trade accounts receivable sold under~~ the ~~factoring~~higher ~~agreement~~risk ~~were~~and ~~$78~~uncertainty ~~million~~of ~~during~~ the ~~fiscal~~cash ~~quarter~~flows ~~ended July 30, 2017. Factoring fees~~ for ~~the~~IPR&D ~~sales~~relative ofto ~~receivables were recorded in other income, net and were not material for~~ the ~~period~~overall ~~presented~~businesses.

Inventory

	July 30, 2017		October 30, 2016
Finished goods	$	505	$	431
Work-in-process	689		596
Raw materials	237		373
Total inventory	$	1,431	$	1,400

Property, Plant and Equipment

In connection with our campus rationalization efforts, during our second fiscal quarter ended April 30, 2017, we entered into an agreement to sell our Irvine campus for $443 million. The sale was completed subsequent to our fiscal quarter ended July 30, 2017 and we leased back a portion of the campus at market rental rates. There was no significant gain or loss recognized upon completion of the sale.

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Unaudited Pro Forma Information

The following unaudited pro forma financial information presents combined results of operations for each of the periods presented, as if Brocade had been acquired as of the beginning of fiscal year 2017. The unaudited pro forma information includes adjustments to amortization and depreciation for intangible assets and property, plant and equipment acquired, adjustments to share-based compensation expense, the purchase accounting effect on inventory acquired, restructuring charges related to the acquisition and transaction costs. For fiscal year 2017, non-recurring pro forma adjustments directly attributable to the Brocade Merger included (i) the purchase accounting effect of inventory acquired of $70 million and (ii) acquisition costs of $69 million. The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of our consolidated results of operations of the combined business had the acquisition actually occurred at the beginning of fiscal year 2017 or of the results of our future operations of the combined business.



	Fiscal Quarter Ended
	February 4, 2018		January 29, 2017

	(In millions)
Pro forma net revenue	$	5,447	$	4,639
Pro forma net income attributable to ordinary shares	$	6,333	$	134

3. Supplemental Financial Information

Cash Equivalents

Cash equivalents included $3,782 million and $6,002 million of time deposits as of February 4, 2018 and October 29, 2017, respectively. As of February 4, 2018 and October 29, 2017, cash equivalents also included $200 million and $401 million of money-market funds, respectively. For time deposits, carrying value approximates fair value due to the short-term nature of the instruments. The fair value of money-market funds, which was consistent with their carrying value, was determined using unadjusted prices in active, accessible markets for identical assets, and as such they were classified as Level 1 assets in the fair value hierarchy.

Inventory



	February 4, 2018		October 29, 2017

	(In millions)
Finished goods	$	590	$	562
Work-in-process	583		696
Raw materials	118		189
Total inventory	$	1,291	$	1,447

Accrued Rebate Activity

	Three Fiscal Quarters Ended
	Fiscal Quarter Ended
	July 30, 2017			July 31, 2016
	February 4, 2018			January 29, 2017
Beginning balance	$	317		$	26
	(In millions)
Liabilities assumed in acquisitions	—			359
Beginning balance	$	124		$	317
Charged as a reduction of revenue	~~194~~39			~~388~~64
Reversal of unclaimed rebates	(684		)	(319		)
Payments	(~~305~~80		)	(~~360~~126		)
Ending balance	$	~~138~~79		$	~~410~~236

~~We recorded customer rebate charges of $74 million and $165 million in the fiscal quarters ended July 30, 2017 and July 31, 2016, respectively.~~17

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Other Long-Term Liabilities

	July 30, 2017		October 30, 2016
	February 4, 2018		October 29, 2017
Deferred tax liabilities	$	9,859	$	10,287
	(In millions)
Unrecognized tax benefits (a)	1,031		893
Deferred tax liabilities (a)	$	1,243	$	10,019
Other	55		113
Unrecognized tax benefits (a) (b)	4,212		1,011
Total other long-term liabilities	$	10,945	$	11,293
Other	563		242
Total other long-term liabilities	$	6,018	$	11,272

________________________________

(a) ~~Includes~~Refer ~~accrued~~to ~~interest~~Note ~~and~~9. ~~penalties~~“Income Taxes” for additional information regarding these balances.

(b) Includes accrued interest and penalties.

Discontinued Operations

~~During~~On ~~fiscal~~December ~~year~~1, ~~2016~~2017, we sold ~~certain~~Brocade’s ~~BRCM~~IP ~~businesses~~Networking ~~for~~business ~~aggregate~~to ARRIS International plc, or ARRIS, for cash ~~proceeds~~consideration of $~~830~~800 million, adjusted for closing working capital balances. In connection with ~~these~~this ~~sales~~sale, we ~~provided~~indemnified ~~transitional~~ARRIS ~~services~~for to$116 ~~the~~million ~~buyers~~of potential income tax liabilities. We are providing transitional services as short-term assistance to ARRIS in assuming the operations of the purchased ~~businesses~~business. We do not have any material continuing involvement with ~~these~~this ~~businesses~~business and have presented ~~their~~its results in discontinued operations.

The following table summarizes the selected financial information of discontinued operations:

	Fiscal Quarter Ended						~~Three Fiscal Quarters Ended~~
	July 30, 2017			July 31, 2016			July 30, 2017			July 31, 2016
	February 4, 2018			January 29, 2017
Net revenue	$	4		$	35		$	9		$	99
	(In millions)
Loss from discontinued operations before gain on disposals and income taxes	$	(2	)	$	(54	)	$	(11	)	$	(115	)
Net revenue	$	18		$	2
Gain on disposals of discontinued operations	—			33			—			33
Loss from discontinued operations	$	(15	)	$	(5	)
Benefit from income taxes	—			9			—			32
Loss from discontinued operations, net of income taxes	$	(2	)	$	(12	)	$	(11	)	$	(50	)

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Supplemental Cash Flow Information

	Fiscal Quarter Ended				~~Three Fiscal Quarters Ended~~
	July 30, 2017		July 31, 2016		July 30, 2017		July 31, 2016
	February 4, 2018		January 29, 2017
Cash paid for interest	$	206	$	198	$	309	$	343
	(In millions)
Cash paid for income taxes	$	35	$	63	$	241	$	143
Cash paid for interest	$	232	$	102
Cash paid for income taxes	$	109	$	97

At ~~July~~February 304, ~~2017~~2018 and October 3029, ~~2016~~2017, we had $~~115~~112 million and $~~159~~122 million, respectively, of unpaid purchases of property, plant and equipment included in accounts payable and other current liabilities.

4. Goodwill and Intangible Assets

Goodwill

	Wired Infrastructure			Wireless Communications			Enterprise Storage		Industrial & Other		Total
Balance as of October 30, 2016	$	17,641		$	5,952		$	995	$	144	$	24,732
	(In millions)
Broadcom Merger adjustments	(25		)	(7		)	—		—		(32		)
Balance as of October 29, 2017	$	17,622		$	5,945		$	995	$	144	$	24,706
Other	6			—			—		—		6
Brocade Merger	70			—			2,110		—		2,180
Balance as of July 30, 2017	$	17,622		$	5,945		$	995	$	144	$	24,706
Other acquisition	13			—			—		—		13
Balance as of February 4, 2018	$	17,705		$	5,945		$	3,105	$	144	$	26,899

During the ~~first~~ fiscal quarter ended ~~January~~February 294, ~~2017~~2018, we made ~~adjustments~~one toimmaterial ~~certain~~acquisition ~~tax~~in ~~balances~~addition ~~related~~ to the ~~Broadcom~~Brocade Merger~~, resulting in a $32 million decrease in goodwill~~.

Intangible Assets

	Gross CarryingAmount		AccumulatedAmortization			Net Book Value
As of July 30, 2017:
Purchased technology	$	12,773	$	(3,703	)	$	9,070
Customer contracts and related relationships	4,240		(2,669		)	1,571
Trade names	528		(107		)	421
Other	123		(20		)	103
Intangible assets subject to amortization	17,664		(6,499		)	11,165
In-process research and development	762		—			762
Total	$	18,426	$	(6,499	)	$	11,927
As of October 30, 2016:
Purchased technology	$	12,182	$	(1,855	)	$	10,327
Customer contracts and related relationships	4,231		(1,377		)	2,854
Trade names	528		(77		)	451
Other	107		(7		)	100
Intangible assets subject to amortization	17,048		(3,316		)	13,732
In-process research and development	1,336		—			1,336
Total	$	18,384	$	(3,316	)	$	15,068

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Fiscal Year:
2017 (remainder)	$	1,102
2018	2,960
2019	2,192
2020	1,820
2021	1,435
Thereafter	1,656
Total	$	11,165

Intangible Assets

Purchased technology	5
	Gross CarryingAmount		AccumulatedAmortization			Net Book Value
Customer contracts and related relationships	3
	(In millions)
Trade name	13
As of February 4, 2018:
Other	11
Purchased technology	$	15,554	$	(4,533	)	$	11,021
Customer contracts and related relationships	1,792		(716		)	1,076
Trade names	578		(130		)	448
Other	146		(36		)	110
Intangible assets subject to amortization	18,070		(5,415		)	12,655
IPR&D	516		—			516
Total	$	18,586	$	(5,415	)	$	13,171
As of October 29, 2017:
Purchased technology	$	12,724	$	(4,265	)	$	8,459
Customer contracts and related relationships	4,240		(3,100		)	1,140
Trade names	528		(117		)	411
Other	135		(25		)	110
Intangible assets subject to amortization	17,627		(7,507		)	10,120
IPR&D	712		—			712
Total	$	18,339	$	(7,507	)	$	10,832

Based on the amount of intangible assets subject to amortization at February 4, 2018, the expected amortization expense for each of the next five years and thereafter was as follows:

5. Net Income (Loss) Per Share



Fiscal Year:	Expected Amortization Expense
	(In millions)
2018 (remainder)	$	2,492
2019	2,846
2020	2,390
2021	1,893
2022	1,389
Thereafter	1,645
Total	$	12,655

The weighted-average amortization periods remaining by intangible asset category were as follows:



Amortizable intangible assets:		February 4, 2018
		(In years)
Purchased technology		6
Customer contracts and related relationships		6
Trade names		12
Other		10

5. Net Income Per Share

Broadcom

Basic net income ~~(loss)~~ per share is computed by dividing net income ~~(loss)~~ attributable to ordinary shares by the weighted-average number 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~~LP ~~REUs~~Units are dilutive, net income ~~(loss)~~ attributable to noncontrolling interest by the weighted-average number of Broadcom ordinary shares and potentially dilutive shares outstanding during the period. Diluted shares outstanding included the dilutive effect of in-the-money share options, RSUs and employee share purchase rights under the Amended and Restated Broadcom Limited Employee Share Purchase Plan, or ESPP, (together referred to as equity awards) for the fiscal quarter and three fiscal quarters ended July 30, 2017. Diluted shares outstanding also included Broadcom ordinary shares issuable upon exchange of the Partnership REUs (refer to Note 8. “Partners’ Capital” for additional information) for all periods presented.

The dilutive effect of equity awards is calculated based on the average share price for each fiscal period, using the treasury stock method. Under the treasury stock method, the amount the employee must pay for exercising share options and to purchase shares under the ESPP and the amount of compensation cost for future service that we have not yet recognized are collectively assumed to be used to repurchase ordinary shares. For the fiscal quarter and three fiscal quarters ended July 31, 2016, the amount of tax benefits that would be recognized when equity awards become deductible for income tax purposes was also assumed to be used to repurchase ordinary shares.

The dilutive effect of the Partnership REUs is calculated using the if-converted method. The if-converted method assumes that the Partnership REUs were converted at the beginning of the reporting period.

Diluted net loss per share for the fiscal quarter and three fiscal quarters ended July 31, 2016 excluded the potentially dilutive effect of weighted-average outstanding equity awards to acquire 12 million ordinary shares in each period as their effect was antidilutive.

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	Fiscal Quarter Ended						Three Fiscal Quarters Ended
	July 30, 2017			July 31, 2016			July 30, 2017			July 31, 2016
Numerator - Basic:
Income (loss) from continuing operations	$	509		$	(303	)	$	1,234		$	(1,143	)
Less: Income (loss) from continuing operations attributable to noncontrolling interest	26			(16		)	63			(83		)
Income (loss) from continuing operations attributable to ordinary shares	483			(287		)	1,171			(1,060		)
Loss from discontinued operations, net of income taxes	(2		)	(12		)	(11		)	(50		)
Less: Loss from discontinued operations, net of income taxes, attributable to noncontrolling interest	—			(1		)	—			(3		)
Loss from discontinued operations, net of income taxes, attributable to ordinary shares	(2		)	(11		)	(11		)	(47		)
Net income (loss) attributable to ordinary shares	$	481		$	(298	)	$	1,160		$	(1,107	)
Numerator - Diluted:
Income (loss) from continuing operations	$	509		$	(303	)	$	1,234		$	(1,143	)
Loss from discontinued operations, net of income taxes	(2		)	(12		)	(11		)	(50		)
Net income (loss)	$	507		$	(315	)	$	1,223		$	(1,193	)

Diluted shares outstanding include the dilutive effect of in-the-money share options, RSUs and employee share purchase plan rights under the Amended and Restated Broadcom Limited Employee Share Purchase Plan, or ESPP, (together referred to as equity awards). Diluted shares outstanding also included Broadcom ordinary shares issuable upon exchange of the LP Units (refer to Note 8. “Partners’ Capital” for additional information) for the fiscal quarter ended January 29, 2017.

Denominator:
Weighted-average ordinary shares outstanding - basic	407			396			403			355
Dilutive effect of equity awards	16			—			16			—
Exchange of noncontrolling interest for ordinary shares	22			23			23			15
Weighted-average ordinary shares outstanding - diluted	445			419			442			370
Basic income (loss) per share attributable to ordinary shares:
Income (loss) per share from continuing operations	$	1.19		$	(0.72	)	$	2.91		$	(2.99	)
Loss per share from discontinued operations, net of income taxes	(0.01		)	(0.03		)	(0.03		)	(0.13		)
Net income (loss) per share	$	1.18		$	(0.75	)	$	2.88		$	(3.12	)
Diluted income (loss) per share attributable to ordinary shares:
Income (loss) per share from continuing operations	$	1.14		$	(0.72	)	$	2.79		$	(3.09	)
Loss per share from discontinued operations, net of income taxes	—			(0.03		)	(0.02		)	(0.13		)
Net income (loss) per share	$	1.14		$	(0.75	)	$	2.77		$	(3.22	)

The ~~Partnership~~dilutive effect of the LP Units was calculated using the if-converted method. The if-converted method assumes that the LP Units were converted at the beginning of the reporting period.

~~Income~~Diluted ~~(loss)~~net income per ~~unit~~share for the ~~Partnership~~fiscal isquarter ~~not~~ended ~~required~~February to4, be2018 ~~presented~~excluded asthe ~~its~~potentially ~~Common~~dilutive effect of the exchange of LP Units ~~and~~for ~~Partnership~~22 ~~REUs~~million ~~are~~ordinary ~~not~~shares ~~publicly~~as ~~traded~~their effect was antidilutive.

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The following is a reconciliation of the numerators and denominators of the basic and diluted net income per share computations for the periods presented:

6. Borrowings



	Fiscal Quarter Ended
	February 4, 2018			January 29, 2017

Numerator - Basic:	(In millions, except per share data)
Income from continuing operations	$	6,581		$	257
Less: Income from continuing operations attributable to noncontrolling interest	337			13
Income from continuing operations attributable to ordinary shares	6,244			244

Loss from discontinued operations, net of income taxes	(15		)	(5		)
Less: Loss from discontinued operations, net of income taxes, attributable to noncontrolling interest	(1		)	—
Loss from discontinued operations, net of income taxes, attributable to ordinary shares	(14		)	(5		)

Net income attributable to ordinary shares	$	6,230		$	239

Numerator - Diluted:
Income from continuing operations	$	6,244		$	257
Loss from discontinued operations, net of income taxes	(14		)	(5		)
Net income	$	6,230		$	252

Senior Notes



Denominator:
Weighted-average ordinary shares outstanding - basic	410			399
Dilutive effect of equity awards	16			17
Exchange of noncontrolling interest for ordinary shares	—			23
Weighted-average ordinary shares outstanding - diluted	426			439

Basic income per share attributable to ordinary shares:
Income per share from continuing operations	$	15.23		$	0.61
Loss per share from discontinued operations	(0.03		)	(0.01		)
Net income per share	$	15.20		$	0.60

Diluted income per share attributable to ordinary shares:
Income per share from continuing operations	$	14.66		$	0.58
Loss per share from discontinued operations	(0.04		)	(0.01		)
Net income per share	$	14.62		$	0.57

On January 19, 2017, two Broadcom subsidiaries, BRCM and Broadcom Cayman Finance Limited, or the Co-Issuers, completed the issuance and sale of senior unsecured notes, or Senior Notes, in an aggregate principal amount of $13,550 million. Each series of Senior Notes is fully and unconditionally guaranteed, jointly and severally, on an unsecured, unsubordinated basis by Broadcom, the Partnership, and BC Luxembourg S.à r.l., an indirect subsidiary of Broadcom, or collectively, the Guarantors, subject to certain release conditions described in the indenture governing the Senior Notes, or the Indenture. The Co-Issuers may redeem all or a portion of the Senior Notes at any time prior to their maturity, subject to a specified make-whole premium as set forth in the Indenture. In the event of a change of control triggering event, each holder of Senior Notes will have the right to require us to purchase for cash all or a portion of their Senior Notes at a redemption price of 101% of the aggregate principal amount of such Senior Notes plus accrued and unpaid interest. The Indenture also contains covenants that restrict, among other things, the ability of Broadcom and its subsidiaries to incur additional secured debt and consummate certain sale and leaseback transactions, and the ability of the Co-Issuers and the Guarantors to merge, consolidate or sell all or substantially all of their assets. We were in compliance with all of the covenants described in the Indenture as of July 30, 2017.Partnership

~~The~~Income ~~Co-Issuers~~per ~~used~~unit ~~the~~for ~~net proceeds, plus cash on hand, to repay all of~~ the ~~term~~Partnership ~~loans~~is ~~outstanding~~not ~~under~~required ~~our guaranteed, collateralized credit agreement, or the 2016 Credit Agreement, dated February 1, 2016, in the aggregate amount of $13,555 million and~~ to ~~pay~~be ~~$127~~presented million of related fees and expenses. Each series of Senior Notes pays interest semi-annually in cash in arrears on January 15 and July 15 of each year, which began on July 15, 2017. The Senior Notes are recorded as ~~long-term~~its ~~debt,~~Common ~~net~~Units ~~of original issue discount~~ and ~~capitalized~~LP ~~debt~~Units ~~issuance costs. The discount and debt issuance costs associated with the issuance of the Senior Notes~~ are ~~amortized~~not topublicly ~~interest expense over their respective terms~~traded. ~~The effective interest rates for fixed-rate debt include the stated interest on the notes, the accretion of the original issue discount and amortization of the debt issuance costs.~~

As a result of the repayment of the outstanding term loans under the 2016 Credit Agreement, during the three fiscal quarters ended July 30, 2017, we wrote-off $159 million of debt issuance costs, which were included in loss on extinguishment of debt in the condensed consolidated statements of operations.

In connection with the issuance of the Senior Notes, the Co-Issuers and Guarantors entered into a registration rights agreement pursuant to which they agreed to use commercially reasonable efforts to file one or more registration statements pursuant to the Securities Act of 1933, as amended, to exchange each series of Senior Notes for new notes, with terms substantially identical in all material respects to such series of Senior Notes and to cause the registration statement to be declared effective by the SEC on or before July 13, 2018. If the Co-Issuers and Guarantors do not comply with these obligations with respect to each series of the Senior Notes, they will be subject to interest penalties.

	July 30, 2017
	Interest Rate		Effective Interest Rate		Issuance Price		Amount(In millions)
Fixed rate notes due January 2020	2.375	%	2.615	%	99.774	%	$	2,750
Fixed rate notes due January 2022	3.000	%	3.214	%	99.592	%	3,500
Fixed rate notes due January 2024	3.625	%	3.744	%	99.896	%	2,500
Fixed rate notes due January 2027	3.875	%	4.018	%	99.558	%	4,800
Unaccreted discount and unamortized debt issuance costs							(117		)
Carrying value of Senior Notes							$	13,433

Revolving Credit Facility

The 2016 Credit Agreement also provides for 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 of letters 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 capacity under the 2016 Revolving Credit Facility on a dollar for dollar basis.

As of July 30, 2017, there were no borrowings outstanding under the 2016 Revolving Credit Facility or any material outstanding letters of credit. Unamortized debt issuance costs related to the 2016 Revolving Credit Facility were $7 million and $9 million as of July 30, 2017 and October 30, 2016, respectively, and were included in other long-term assets on the condensed consolidated balance sheets.

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~~We were in compliance with all of the covenants described in the 2016 Credit Agreement as of July 30, 2017~~6. Borrowings

Assumed Senior Notes



	As of February 4, 2018:					As of October 29, 2017:
	Effective Interest Rate		Aggregate Principal Amount			Effective Interest Rate		Aggregate Principal Amount

	(In millions, except for percentages)
2017 Senior Notes
Fixed rate 2.375% notes due January 2020	2.615	%	$	2,750		2.615	%	$	2,750
Fixed rate 2.200% notes due January 2021	2.406	%	750			2.406	%	750
Fixed rate 3.000% notes due January 2022	3.214	%	3,500			3.214	%	3,500
Fixed rate 2.650% notes due January 2023	2.781	%	1,000			2.781	%	1,000
Fixed rate 3.625% notes due January 2024	3.744	%	2,500			3.744	%	2,500
Fixed rate 3.125% notes due January 2025	3.234	%	1,000			3.234	%	1,000
Fixed rate 3.875% notes due January 2027	4.018	%	4,800			4.018	%	4,800
Fixed rate 3.500% notes due January 2028	3.596	%	1,250			3.596	%	1,250
			17,550					17,550
Assumed Senior Notes
Fixed rate 2.70% notes due November 2018	2.70	%	117			2.70	%	117
Fixed rate 2.50% - 4.50% notes due August 2022 - August 2034	2.50% - 4.50%		22			2.50% - 4.50%		22
			139					139
Brocade Convertible Notes
Fixed rate 1.375% convertible notes due January 2020	0.628	%	38					—
Total principal amount outstanding			17,727					17,689
Less: Unaccreted discount and unamortized debt issuance costs			(135		)			(141		)
Total carrying value of debt			$	17,592				$	17,548

	July 30, 2017
	Interest Rate		Effective Interest Rate		Amount(in millions)
Fixed rate notes due November 2018	2.70	%	2.70	%	$	117
Fixed rate notes due August 2022 - August 2034	2.50% - 4.50%		2.50% - 4.50%		22
Carrying value of Assumed Senior Notes					$	139

Senior Notes and Assumed Senior Notes

WeIn ~~were~~fiscal year 2017, we completed the issuance and sale of senior unsecured notes, or the 2017 Senior Notes, in ~~compliance~~an ~~with~~aggregate ~~all~~principal amount of $17,550 million. Our 2017 Senior Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured, unsubordinated basis by Broadcom and the ~~covenants~~Partnership, or Parent Guarantor, collectively the Guarantors, subject to certain release conditions described in the indentures governing the ~~Assumed~~2017 Senior Notes, asor the 2017 Indentures. Each series of 2017 Senior Notes pays interest semi-annually in cash in arrears on January 15 and July ~~30,~~ ~~2017~~15 of each year.

We may redeem all or a portion of our 2017 Senior Notes at any time prior to their maturity, subject to a specified make-whole premium as set forth in the 2017 Indentures. In the event of a change of control triggering event, holders of our 2017 Senior Notes will have the right to require us to purchase for cash all or a portion of their 2017 Senior Notes at a redemption price of 101% of the aggregate principal amount of such 2017 Senior Notes plus accrued and unpaid interest. The 2017 Indentures also contain covenants that restrict, among other things, the ability of Broadcom and its subsidiaries to incur certain secured debt and consummate certain sale and leaseback transactions, and the ability of Broadcom Corporation, or BRCM, and Broadcom Cayman Finance Limited, or the Subsidiary Issuers, and the Guarantors, to merge, consolidate or sell all or substantially all of their assets.

In connection with the issuance of the 2017 Senior Notes, we entered into registration rights agreements, pursuant to which we were obligated to use commercially reasonable efforts to file with the SEC, and cause to be declared effective, a registration statement with respect to an offer to exchange, or the Exchange Offer, each series of 2017 Senior Notes for notes that are registered with the SEC, or the Registered Notes, with substantially identical terms. On January 9, 2018, we launched the Exchange Offer and on February 21, 2018, substantially all of the 2017 Senior Notes were tendered and exchanged for Registered Notes in the Exchange Offer.

We were in compliance with all of the covenants related to the 2017 Senior Notes and senior unsecured notes assumed in the connection with acquisition of BRCM, or the Assumed Senior Notes, as of February 4, 2018.

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Acquired Brocade Debt

As a result of the Brocade Merger, we assumed $575 million in aggregate principal amount of Brocade’s 1.375% convertible senior unsecured notes due 2020, or the Brocade Convertible Notes. The Brocade Merger was a “fundamental change” as well as a “make-whole fundamental change” as defined under the terms of the indenture governing the Brocade Convertible Notes. Accordingly, the holders of the Brocade Convertible Notes received the right to require us to repurchase their notes for cash. In the first quarter of fiscal year 2018, we repurchased $537 million in aggregate principal amount for $548 million at a conversion rate of $1,018 for each $1,000 of principal surrendered for conversion. As of February 4, 2018, the outstanding principal amount of the Brocade Convertible Notes was $38 million. The remaining outstanding Brocade Convertible Notes are convertible into cash at a conversion rate of $812 for each $1,000 of principal. We were in compliance with all of the covenants related to the Brocade Convertible Notes as of February 4, 2018.

We also assumed $300 million in aggregate principal amount of Brocade’s 4.625% senior unsecured notes due 2023. On January 16, 2018, we called and redeemed all of these outstanding notes for a total payment of $308 million, including the redemption price.

Fair Value of Debt

As of ~~July 30~~February 4, ~~2017~~2018, the estimated aggregate fair value of the 2017 Senior Notes, ~~and~~ the Assumed Senior Notes ~~was~~and ~~$13,982~~the ~~million.~~Brocade ~~The~~Convertible ~~fair~~Notes ~~value~~was of$17,183 ~~the~~million ~~Senior Notes~~ and ~~the Assumed Senior Notes~~ was primarily classified as Level 2 as we used quoted prices from less active markets.

Future Principal Payments of Debt

Fiscal Year:
2017 (remainder)	$	—
2018	117
2019	—
2020	2,750
2021	—
Thereafter	10,822
Total	$	13,689

The future scheduled principal payments for the outstanding 2017 Senior Notes, Assumed Senior Notes and Brocade Convertible Notes as of February 4, 2018 were as follows:



Fiscal Year:	Future Scheduled Principal Payments
	(In millions)
2018 (remainder)	$	117
2019	—
2020	2,788
2021	750
2022	3,509
Thereafter	10,563
Total	$	17,727

7. Shareholders’ Equity

Noncontrolling Interest

The Limited Partners held a noncontrolling interest of approximately 5% in the Partnership through their ownership of ~~Partnership~~LP ~~REUs~~Units as of ~~July~~both February 304, ~~2017~~2018 and October 3029, ~~2016~~2017.

Broadcom adjusts the net income ~~(loss)~~ in its condensed consolidated statements of operations to exclude the noncontrolling interest’s proportionate share of the results. In addition, Broadcom presents the proportionate share of equity attributable to the noncontrolling interest as a separate component of shareholders’ equity.

On January 30, 2017, Broadcom registered 23 million ordinary shares to allow for Limited Partners to exchange their ~~Partnership~~LP ~~REUs~~Units pursuant to the Partnership Agreement. Effective February 1, 2017, subject to certain additional requirements and potential deferrals as set forth in the Partnership Agreement, Limited Partners have the right to require the Partnership to repurchase some or all of such Limited Partner’s ~~Partnership~~LP ~~REUs~~Units for consideration, as determined by Broadcom in its sole discretion, of either one Broadcom ordinary share or a cash amount as determined under the Partnership Agreement for each ~~Partnership~~LP ~~REU~~Unit submitted for repurchase.

22During the fiscal quarter ended February 4, 2018, in accordance with the terms of the Partnership Agreement, the Partnership exchanged LP Units, pursuant to exchange notices, for the same number of newly issued Broadcom ordinary shares valued at $5 million. The exchanges represented increases in our ownership interest in the Partnership and were accounted for as equity transactions, with no gain or loss recorded in Broadcom’s condensed consolidated statements of operations. Pursuant to the terms of the Partnership Agreement, upon the exchange of LP Units, each such LP Unit was cancelled and the Partnership issued the same number of Common Units to the General Partner concurrently with the exchange.

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During the fiscal quarter and three fiscal quarters ended July 30, 2017, the Partnership exchanged 0.1 million and 0.6 million Partnership REUs, respectively, pursuant to exchange notices received. In accordance with the terms of the Partnership Agreement, the exchange notices were satisfied by exchanging these Partnership REUs for the same number of newly issued Broadcom ordinary shares valued at $19 million and $79 million, respectively, for the fiscal quarter and three fiscal quarters ended July 30, 2017. The exchanges represented increases in our ownership interest in the Partnership and were accounted for as equity transactions, with no gain or loss recorded in Broadcom’s condensed consolidated statements of operations. Pursuant to the terms of the Partnership Agreement, upon the exchange of Partnership REUs, each such Partnership REU was cancelled and the Partnership issued the same number of Common Units to the General Partner concurrently with the exchange.

Dividends

	Fiscal Quarter Ended				~~Three Fiscal Quarters Ended~~
	July 30, 2017		July 31, 2016		July 30, 2017		July 31, 2016
	February 4, 2018		January 29, 2017
Cash dividends paid per ordinary share	$	1.02	$	0.50	$	3.06	$	1.43
	(In millions, except per share data)
Cash dividends paid to ordinary shareholders	$	415	$	199	$	1,237	$	514
Cash dividends paid per ordinary share	$	1.75	$	1.02
Cash dividends paid to ordinary shareholders	$	717	$	408

Share-Based Compensation Expense

	Fiscal Quarter Ended				~~Three Fiscal Quarters Ended~~
	July 30, 2017		July 31, 2016		July 30, 2017		July 31, 2016
	February 4, 2018		January 29, 2017
Cost of products sold	$	18	$	15	$	47	$	34
	(In millions)
Research and development	174		144		465		294
Cost of products sold	$	20	$	14
Selling, general and administrative	59		54		156		128
Research and development	203		141
Total share-based compensation expense	$	251	$	213	$	668	$	456
Selling, general and administrative	76		46
Total share-based compensation expense (a)	$	299	$	201

________________________________

(a) Does not include $1 million of share-based compensation expense related to discontinued operations recognized during the fiscal quarter ended January 29, 2017.

Equity Incentive Award Plans

A summary of time- and market-based RSU activity is as follows:

	Number of RSUsOutstanding			Weighted-AverageGrant DateFair ValuePer Share
Balance as of October 30, 2016	17			$	130.71
	(In millions, except per share data)
Granted	8			$	197.55
Balance as of October 29, 2017	18			$	163.42
Vested	(5	)		$	126.26
Granted	1			$	235.77
Forfeited	(2	)		$	140.00
Vested	—		*	$	131.14
Balance as of July 30, 2017	18			$	161.04
Forfeited	—		*	$	141.36
Balance as of February 4, 2018	19			$	170.59

During the three fiscal quarters ended July 30, 2017, we granted market-based RSUs that included the usual service conditions as well as market conditions related to total shareholder return, or TSR, as compared to the TSR of an index group of companies. Under the terms of the agreement, grantees may receive from 0% to 450% of the original grant. Share-based compensation expense for these market-based RSUs was measured at the grant date and recognized, based on the number of shares ultimately expected to vest, using a graded vesting method over the service period of 4 years. ________________________________

~~Total~~* ~~grant-date~~Represents ~~fair~~less ~~value~~than ~~of RSUs vested during the three fiscal quarters ended July 30, 2017 was $633 million~~0.5 ~~Total unrecognized compensation cost related to unvested RSUs as of July 30, 2017 was $2,293~~ million, ~~which is expected to be recognized over the remaining weighted-average service period of 3~~shares.~~1 years.~~

23The aggregate fair value of time- and market-based RSUs that vested during the fiscal quarter ended February 4, 2018 was $121 million. Total unrecognized compensation cost related to unvested RSUs as of February 4, 2018 was $2,190 million, which is expected to be recognized over the remaining weighted-average service period of 2.9 years.

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A summary of time- and market-based share option activity is as follows:

	Number of OptionsOutstanding			Weighted-AverageExercise PricePer Share		Weighted-AverageRemainingContractualLife (In years)	AggregateIntrinsicValue
Balance as of October 30, 2016	15			$	48.77
	(In millions, except years and per share data)
Exercised	(4	)		$	45.10		$	562
Balance as of October 29, 2017	10			$	49.54
Cancelled	—		*	$	65.05
Exercised	—		*	$	44.75		$	163
Balance as of July 30, 2017	11			$	49.50	3.06	$	2,211
Cancelled	—		*	$	78.66
Fully vested as of July 30, 2017	9			$	45.94	2.91	$	1,777
Balance as of February 4, 2018	10			$	49.88	2.62	$	1,786
Fully vested and expected to vest as of July 30, 2017	11			$	49.50	3.06	$	2,211
Fully vested as of February 4, 2018	9			$	47.79	2.56	$	1,651
Fully vested and expected to vest as of February 4, 2018	10			$	49.88	2.62	$	1,786

________________________________

* Represents less than 0.5 million shares.

The total unrecognized compensation cost related to unvested share options as of ~~July~~February 304, ~~2017~~2018 was $258 million, which is expected to be recognized over the remaining weighted-average service period of 0.95 years.

8. Partners’ Capital

Effective February 1, 2017, subject to certain additional requirements and potential deferrals as set forth in the Partnership Agreement, Limited Partners have the right to require the Partnership to repurchase some or all of such Limited Partner’s ~~Partnership~~LP ~~REUs~~Units for consideration, as determined by Broadcom in its sole discretion, of either one Broadcom ordinary share or a cash amount as determined under the Partnership Agreement for each ~~Partnership~~LP ~~REU~~Unit submitted for repurchase.

During the fiscal quarter ~~and three fiscal quarters~~ ended ~~July~~February 304, ~~2017~~2018, ~~the~~in ~~Partnership exchanged 0.1 million and 0.6 million Partnership REUs, respectively, pursuant to exchange notices received. In~~ accordance with the terms of the Partnership Agreement, the ~~exchange~~Partnership ~~notices~~exchanged ~~were~~LP ~~satisfied~~Units, bypursuant ~~exchanging~~to ~~these~~exchange ~~Partnership~~notices ~~REUs~~ for the same number of newly issued Broadcom ordinary shares valued at $195 million ~~and $79 million, respectively, for the fiscal quarter and three fiscal quarters ended July 30, 2017~~. The issuances of shares were accounted for as a capital contribution by Broadcom to the Partnership. The exchanges of ~~Partnership~~LP ~~REUs~~Units were recorded as increases to the Common Units balance and reductions to the ~~Partnership~~LP ~~REUs~~Units balance within partners' capital of the Partnership’s condensed consolidated balance sheet. Pursuant to the terms of the Partnership Agreement, upon the exchange of ~~Partnership~~LP ~~REUs~~Units, each such ~~Partnership~~LP ~~REU~~Unit was cancelled and the Partnership issued the same number of Common Units to the General Partner concurrently with the exchange.

In connection with the Redomiciliation, we intend to execute an amendment, or the Mandatory Exchange Amendment, to the Partnership Agreement, pursuant to which, immediately prior to the completion of the Scheme of Arrangement, all outstanding LP Units, other than any LP Units held by us and our subsidiaries, will be mandatorily exchanged for shares of common stock of Broadcom-Delaware on a one-for-one basis. As a result, all Limited Partners will become common stockholders of Broadcom-Delaware. In addition, all related outstanding non-economic voting preference shares in the capital of Broadcom will be automatically redeemed upon the exchange of the LP Units in accordance with the Mandatory Exchange Amendment.

The Mandatory Exchange Amendment is subject to the approval of the Limited Partners in accordance with the terms of the Partnership Agreement. The Scheme of Arrangement is not conditioned on the approval of the Mandatory Exchange Amendment and therefore the Redomiciliation will occur whether or not the Mandatory Exchange Amendment has been executed. If the Scheme of Arrangement occurs without the Mandatory Exchange Amendment having been approved and executed, LP Units of the Partnership will remain outstanding and will thereafter be exchangeable for cash or shares of common stock of Broadcom-Delaware in accordance with the terms of the Partnership Agreement, and the holders of LP Units will continue to have the right to vote alongside the common stockholders of Broadcom-Delaware in accordance with the terms of the Voting Trust Agreement, dated February 1, 2016, by and among Broadcom, the Partnership and Computershare Trust Company, N.A., as the registered shareholder of all of the outstanding non-economic voting preference shares and as trustee thereunder.

Share-Based Compensation Expense

Share-based incentive awards are provided to employees and Broadcom’s non-employee directors under the terms of various Broadcom equity incentive plans. Refer to Note 7. “Shareholders’ Equity” for further details.

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Capital Transactions with General Partner

	Fiscal Quarter Ended				~~Three Fiscal Quarters Ended~~
	July 30, 2017		July 31, 2016		July 30, 2017		July 31, 2016
	February 4, 2018		January 29, 2017
Capital transactions made by General Partner to Partnership	$	41	$	38	$	191	$	327
	(In millions)
Capital transactions made by General Partner to Partnership	$	42	$	61

Distributions

	Fiscal Quarter Ended				~~Three Fiscal Quarters Ended~~
	July 30, 2017		July 31, 2016		July 30, 2017		July 31, 2016
	February 4, 2018		January 29, 2017
Cash distributions paid to General Partner	$	415	$	199	$	1,237	$	392
	(In millions, except per LP Unit)
Cash distributions paid per Partnership REU	$	1.02	$	0.50	$	3.06	$	0.99
Cash distributions paid to General Partner	$	717	$	408
Cash distributions paid to Limited Partners	$	23	$	12	$	69	$	23
Cash distributions paid per LP Unit	$	1.75	$	1.02
Cash distributions paid to Limited Partners	$	38	$	23

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9. Income Taxes

For the fiscal quarter ~~and~~ended ~~three~~February 4, ~~fiscal~~2018, ~~quarters~~our ~~ended~~income ~~July 30,~~tax ~~2017~~benefit was $5,786 wemillion ~~had~~compared to a provision for income taxes of $3910 million ~~and~~for athe ~~benefit~~fiscal ~~from~~quarter ended January 29, 2017. The income ~~taxes~~tax ofbenefit ~~$54~~was ~~million,~~principally ~~respectively,~~a ~~compared~~result toof provisional income tax benefits realized from ~~income~~the ~~taxes~~enactment of ~~$117~~the ~~million~~U.S. Tax Cuts and ~~$199~~Jobs ~~million~~Act, ~~for~~or the ~~fiscal~~2017 ~~quarter~~Tax ~~and~~Reform ~~three~~Act, ~~fiscal~~on ~~quarters~~December ~~ended July 31~~22, ~~2016~~2017, ~~respectively.~~and took into account the net deferred tax liabilities established in connection with the Brocade Merger.

The ~~provision~~2017 ~~for~~Tax ~~income~~Reform ~~taxes~~Act ~~for~~makes significant changes to the ~~fiscal~~U.S. ~~quarter~~Internal ~~ended~~Revenue ~~July 30~~Code, ~~2017~~including, ~~was~~but ~~primarily~~not ~~due~~limited to, ~~profits~~a ~~from~~decrease ~~continuing~~in ~~operations~~the ~~and~~U.S. acorporate ~~discrete~~tax ~~expense~~rate offrom 35% to 21% effective ~~$76~~for ~~million~~tax ~~resulting~~years ~~from~~beginning ~~entity~~after ~~reorganizations~~December 31, ~~partially~~2017, ~~offset~~the bytransition ~~recognition~~ of ~~$56~~U.S ~~million~~international oftaxation ~~excess~~from a worldwide tax ~~benefits~~system ~~from~~to ~~share-based~~a ~~awards~~participation ~~that~~exemption ~~vested~~regime, orand ~~were~~a ~~exercised~~one-time ~~during~~transition tax, or the ~~period~~Transition ~~and~~Tax, on the ~~recognition~~mandatory deemed repatriation of ~~previously~~accumulated ~~unrecognized~~non-U.S. ~~tax~~earnings ~~benefits~~of U.S. controlled foreign corporations as of December 31, 2017.

~~The~~On ~~benefit~~December ~~from~~22, ~~income~~2017, ~~taxes~~the ~~for~~SEC ~~the~~issued ~~three~~Staff ~~fiscal~~Accounting ~~quarters~~Bulletin ~~ended~~No. ~~July 30~~118, ~~2017~~or ~~was~~SAB ~~primarily~~118, ~~due~~ to address the ~~recognition~~application of ~~$237~~GAAP ~~million~~in ofsituations ~~excess~~when ~~tax~~a ~~benefits~~registrant ~~from~~does ~~share-based~~not ~~awards~~have ~~that~~the ~~vested~~necessary orinformation ~~were~~available, ~~exercised~~prepared, ~~during~~or ~~the~~analyzed ~~period~~(including ~~and~~computations) ~~the~~in ~~recognition~~reasonable ofdetail ~~previously~~to ~~unrecognized~~complete ~~tax~~the ~~benefits,~~accounting ~~partially~~for ~~offset~~certain byincome atax ~~discrete~~effects ~~expense~~ of ~~$76~~the ~~million~~2017 ~~resulting~~Tax ~~from~~Reform ~~entity reorganizations and profits from continuing operations~~Act.

Based on our understanding and interpretation of the 2017 Tax Reform Act and available guidance, including SAB 118, we recorded a total provisional benefit of $5,810 million, which we believe was a reasonable estimate as of February 4, 2018. The provisional benefit ~~from~~includes ~~income~~$88 ~~taxes~~million inrelated to the ~~2016~~remeasurement ~~fiscal~~of ~~periods~~certain deferred tax assets and liabilities, which was based on the tax rates at which they are expected to be reversed in the future as a result of the 2017 Tax Reform Act. The provisional benefit also includes $5,722 million related to the Transition Tax, which was primarily due to ~~losses~~a ~~from~~reduction ~~continuing~~of ~~operations~~$10,392 million in our federal deferred income tax liabilities on accumulated non-U.S. earnings, partially offset by ~~discrete~~$2,547 ~~expenses.~~million ~~Discrete~~of ~~expense~~federal ofprovisional long-term Transition Tax payable and $932,179 million of unrecognized federal tax benefits related to the ~~undistributed~~Transition ~~earnings~~Tax. The long-term Transition Tax payable was reduced by the utilization of tax attributes and prepaid taxes, and is payable over eight years. The utilization of tax attributes also increased unrecognized tax benefits with the use of reserved attributes. Additional work is necessary to complete a more detailed analysis of historical foreign ~~operations~~earnings, ~~that~~as ~~were~~well ~~previously~~as ~~considered~~potential ~~indefinitely~~correlative ~~reinvested~~adjustments. ~~was~~Any ~~recognized~~subsequent inadjustment to these amounts, which must be completed within 12 months of the ~~three~~ ~~fiscal~~enactment ~~quarters ended July~~of 31the 2017 Tax Reform Act, ~~2016~~will be recorded as an adjustment to provision for (benefit from) income taxes in the period in which the analysis is complete.

In connection with the Brocade Merger, we established $845 million of net deferred tax liabilities on the excess of book basis over the tax basis of acquired identified intangible assets and investments in certain foreign subsidiaries that have not been indefinitely reinvested, partially offset by acquired tax attributes. The net deferred tax liabilities are based upon certain assumptions underlying our preliminary purchase price allocation. Upon finalization of the purchase price allocation, additional adjustments to the amount of our net deferred taxes may be required, provided we are within the measurement period.

The provision for income taxes for the fiscal quarter ended January 29, 2017 was primarily due to an increase in tax provision caused by a change in the jurisdictional mix of income from continuing operations before income taxes partially offset by a discrete benefit from the recognition of $42 million of excess tax benefits on share-based awards that were vested and/or exercised during the fiscal quarter ended January 29, 2017.

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Uncertain Tax Positions

WeThe ~~are~~balance ~~subject~~of togross ~~Singapore~~unrecognized ~~income~~ tax ~~examination~~benefits ~~for~~was ~~fiscal~~$4,564 ~~years~~million ~~2012~~and $2,256 million as of February 4, 2018 and ~~later~~October 29, 2017, respectively. ~~Certain~~Gross ofunrecognized ~~our~~tax ~~acquired~~benefits ~~companies~~increased ~~are~~by ~~subject~~$2,308 million compared to ~~tax~~the ~~examinations~~balance inas ~~major~~of ~~jurisdictions~~October 29, ~~outside~~2017, ~~Singapore~~primarily ~~for~~due ~~fiscal~~to ~~years~~the ~~2010~~recognition ~~and~~of ~~later.~~uncertain Ittax ispositions ~~possible~~related ~~that~~to wethe ~~may~~Transition ~~recognize~~Tax upand to $8a ~~million~~lesser extent, the Brocade Merger, which were initially estimated as of the Brocade Acquisition Date. We continue to reevaluate these items with any adjustments to our ~~existing~~preliminary ~~unrecognized~~estimates ~~tax~~recognized, ~~benefits~~provided we are within the ~~next~~measurement 12period ~~months~~and aswe acontinue ~~result~~to ofcollect ~~lapses~~information ofin ~~statutes~~order ofto ~~limitations~~determine ~~for~~their ~~certain~~estimated ~~audit periods~~values.

Accrued interest and penalties are included in other long-term liabilities on the condensed consolidated balance sheets. As of February 4, 2018 and October 29, 2017, the combined amount of cumulative accrued interest and penalties was approximately $150 million and $132 million, respectively.

A portion of our unrecognized tax benefits will affect our effective tax rate if they are recognized upon favorable resolution of the uncertain tax positions. As of February 4, 2018 and October 29, 2017, approximately $4,714 million and $2,388 million, respectively, of the unrecognized tax benefits, including accrued interest and penalties, would affect our effective tax rate if favorably resolved.

We are subject to Singapore income tax examination for fiscal years 2013 and later. Certain of our acquired companies are subject to tax examinations in major jurisdictions outside Singapore for fiscal years 2010 and later. It is possible that our existing unrecognized tax benefits may change by up to $250 million as a result of lapses of statutes of limitations for certain audit periods and/or audit examinations expected to be completed within the next 12 months.

10. Segment Information

Reportable Segments

We have four reportable segments: wired infrastructure, wireless communications, enterprise storage and industrial & other. These segments align with our principal target markets. The segments represent components for which separate financial information is available that is utilized on a regular basis by the Chief Executive Officer of Broadcom, who has been identified as the Chief Operating Decision Maker, or the CODM, as defined by authoritative guidance on segment reporting, in determining how to allocate resources and evaluate performance. The segments are determined based on several factors, including client base, homogeneity of products, technology, delivery channels and similar economic characteristics.

~~Our~~In ~~CODM assesses~~ the ~~performance~~first quarter of ~~each~~fiscal ~~segment~~year ~~and~~2018, ~~allocates~~we ~~resources~~completed tothe ~~each~~Brocade ~~segment~~Merger. ~~based~~The ~~on net revenue and~~ operating ~~income~~results ~~and~~are ~~does~~reported ~~not~~primarily ~~evaluate~~within ~~our~~the ~~segments~~enterprise ~~using~~storage ~~discrete asset information~~segment. ~~Operating~~See ~~income~~Note ~~by segment includes items that are directly attributable to each segment~~2. ~~Operating~~“Acquisitions" ~~income~~for byadditional segment also includes shared expenses such as global operations, including manufacturing support, logistics and quality control, which are allocated primarily based on headcount, expenses associated with our globally integrated support organizations, such as sales and corporate marketing functions, as well as finance, information technology, human resources, legal and related corporate infrastructure costs, along with certain benefit related expenses, which are allocated primarily based on a percentage of revenue, and facilities allocated based on square footage.

Our CODM assesses the performance of each segment and allocates resources to those segments based on net revenue and operating results and does not evaluate our segments using discrete asset information. Operating results by segment include items that are directly attributable to each segment. Operating results by segment also include shared expenses such as global operations, including manufacturing support, logistics and quality control, in addition to expenses associated with selling, general and administrative activities for the business, which are allocated primarily based on revenue, while facilities expenses are primarily allocated based on site-specific headcount.

Unallocated Expenses

Unallocated expenses include amortization of acquisition-related intangible assets, share-based compensation expense, restructuring, impairment and disposal charges, acquisition-related costs, charges related to inventory step-up to fair value, and other costs, which are not used in evaluating the results of, or in allocating resources to, our segments. Acquisition-related costs also include transaction costs and any costs directly related to the acquisition and integration of acquired businesses.

Depreciation expense directly attributable to each reportable segment is included in operating ~~income~~results for each segment. However, the CODM does not evaluate depreciation expense by operating segment and, therefore, it is not separately presented. There was no inter-segment revenue. The accounting policies of the segments are the same as those described in the summary of significant accounting policies.

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	Fiscal Quarter Ended						~~Three Fiscal Quarters Ended~~
	July 30, 2017			July 31, 2016			July 30, 2017			July 31, 2016
	February 4, 2018			January 29, 2017
Net revenue:
	(In millions)
Wired infrastructure	$	2,208		$	2,062		$	6,403		$	4,508
Net revenue:
Wireless communications	~~1,283~~$	2,210		~~1,008~~$	1,175		~~3,608~~			~~2,378~~
Enterprise storage	735			527			2,154			1,730
Wired infrastructure	1,875			2,084
Industrial & other	237			195			627			488
Enterprise storage	991			707
Total net revenue	$	4,463		$	3,792		$	12,792		$	9,104
Industrial & other	251			173
Operating income (loss):
Total net revenue	$	5,327		$	4,139
Wired infrastructure	$	1,015		$	846		$	2,885		$	1,800
Operating income:
Wireless communications	~~492~~$	1,059		~~308~~$	427		~~1,333~~			~~754~~
Enterprise storage	417			223			1,174			749
Wired infrastructure	787			933
Industrial & other	131			102			301			256
Enterprise storage	579			375
Unallocated expenses	(1,407		)	(1,743		)	(4,065		)	(4,349		)
Industrial & other	142			61
Total operating income (loss)	$	648		$	(264	)	$	1,628		$	(790	)
Unallocated expenses	(1,624		)	(1,290		)
Total operating income	$	943		$	506

Significant Customer Information

We sell our products through our direct sales force and a select network of distributors globally. One direct customer accounted for 1319% and 1817% of our net accounts receivable balance at ~~July~~February 304, ~~2017~~2018 and October 3029, ~~2016~~2017, respectively. During the fiscal ~~quarter~~quarters ~~and~~ended ~~three~~February 4, ~~fiscal~~2018 ~~quarters~~and ~~ended July~~January 3029, 2017, one direct customer represented 1318% and 1415% of our net revenue, respectively. ~~During both the fiscal quarter and three fiscal quarters ended July 31, 2016, one direct customer represented 13% of our net revenue.~~ The majority of the revenue from this customer was included in our wireless communications and wired infrastructure segments. This customer is a contract manufacturer for a number of ~~original equipment manufacturers~~OEMs.

11. Related Party Transactions

During the fiscal quarters ended February 4, 2018 and January 29, 2017, in the ordinary course of business, we purchased from, or sold to, entities of which one of our directors also serves or served as a director, or entities that are otherwise affiliated with one of our directors.

During the fiscal quarter and three fiscal quarters ended July 30, 2017 and July 31, 2016, in the ordinary course of business, we purchased from, or sold to, entities of which one of our directors also serves or served as a director, or entities that are otherwise affiliated with one of our directors.



	Fiscal Quarter Ended
	February 4, 2018		January 29, 2017

	(In millions)
Total net revenue	$	182	$	77
Total costs and expenses, including inventory purchases	$	36	$	19

	Fiscal Quarter Ended				Three Fiscal Quarters Ended
	February 4, 2018		October 29, 2017
	July 30, 2017		July 31, 2016		July 30, 2017		July 31, 2016
	(In millions)
Total net revenue	$	97	$	101	$	245	$	230
Total receivables	$	109	$	31
Total costs and expenses, including inventory purchases	$	28	$	17	$	93	$	54
Total payables	$	16	$	12

	July 30, 2017		October 30, 2016
Total receivables	$	31	$	15
Total payables	$	11	$	7

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12. Commitments and Contingencies

Commitments

The following table summarizes contractual obligations and commitments as of February 4, 2018 that materially changed from the end of fiscal year 2017:

			Fiscal Year
	Total		~~2017~~ 2018(remainder)		~~2018~~2019		~~2019~~2020		~~2020~~2021		~~2021~~2022		Thereafter
Debt principal, interest and fees	$	16,698	$	1	$	569	$	450	$	3,166	$	383	$	12,129
	(In millions)
Purchase commitments	$	1,144	$	990	$	104	$	50	$	—	$	—	$	—
Debt principal, interest and fees	$	21,373	$	432	$	566	$	3,321	$	1,242	$	3,940	$	11,872
Purchase commitments	$	996	$	908	$	69	$	18	$	1	$	—	$	—

Debt Principal, Interest and Fees. Represents principal and interest on borrowings under the 2017 Senior Notes, ~~and~~the Assumed Senior Notes, asand ~~well as commitment fees payable under~~ the ~~2016~~Brocade ~~Credit~~Convertible ~~Agreement~~Notes.

Purchase Commitments. Represents unconditional purchase obligations that include agreements to purchase goods or services, primarily inventory, that are enforceable and legally binding on us and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable price provisions, and the approximate timing of the transaction. Purchase obligations exclude agreements that are cancelable without penalty. Cancellation for outstanding purchase orders for capital expenditures in connection with internal fabrication facility expansion and construction of our new campuses is generally allowed but requires payment of all costs incurred through the date of cancellation and, therefore, cancelable purchase orders for these capital expenditures are included in the table above.

Due to the inherent uncertainty with respect to the timing of future cash outflows associated with our unrecognized tax benefits at ~~July~~February 304, ~~2017~~2018, we are unable to reliably estimate the timing of cash settlement with the respective taxing authorities. Therefore, $14,~~031~~212 million of unrecognized tax benefits and accrued interest classified within other long-term liabilities on our condensed consolidated balance sheet as of ~~July~~February 304, ~~2017~~2018 have been excluded from the contractual obligations table above.

There were no other substantial changes to our contractual commitments during the first three quarters of fiscal year 2017 from those disclosed in Broadcom’s 2016 Annual Report on Form 10-K.

Contingencies

From time to time, we are involved in litigation that we believe is of the type common to companies engaged in our line of business, including commercial disputes, employment issues and disputes involving claims by third parties that our activities infringe their patent, copyright, trademark or other intellectual property rights. Legal proceedings are often complex, may require the expenditure of significant funds and other resources, and the outcome of litigation is inherently uncertain, with material adverse outcomes possible. Intellectual property claims generally involve the demand by a third-party that we cease the manufacture, use or sale of the allegedly infringing products, processes or technologies and/or pay substantial damages or royalties for past, present and future use of the allegedly infringing intellectual property. Claims that our products or processes infringe or misappropriate any third-party intellectual property rights (including claims arising through our contractual indemnification of our customers) often involve highly complex, technical issues, the outcome of which is inherently uncertain. Moreover, from time to time we pursue litigation to assert our intellectual property rights. Regardless of the merit or resolution of any such litigation, complex intellectual property litigation is generally costly and diverts the efforts and attention of our management and technical personnel.

Lawsuits Relating to the Acquisition of Brocade ~~Acquisition~~Communications Systems, Inc.

On December 13, 2016, December 15, 2016, December 21, 2016, January 5, 2017 and January 18, 2017, six putative class action complaints were filed in the United States District Court for the Northern District of California, or the U.S. Northern District Court, captioned Steinberg v. Brocade Communications Systems, Inc., et al., No. 3:16-cv-7081-EMC, Gross v. Brocade Communications Systems, Inc., et al., No. 3:16-cv-7173-EJD, Jha v. Brocade Communications Systems, Inc., et al., No. 3:16-cv-7270-HRL, Bragan v. Brocade Communications Systems, Inc., et al., No. 3:16-cv-7271-JSD, Chuakay v. Brocade Communications Systems, Inc., et al., No. 3:17-cv-0058-PJH, and Mathew v. Brocade Communications Systems, Inc., et al., No. 3:16-cv-7271-HSG, respectively. The Steinberg, Bragan and Mathew complaints name as defendants Brocade, the members of Brocade’s board of directors, Broadcom, BRCM, and Bobcat Merger Sub, Inc. The Gross, Jha and Chuakay complaints name as defendants Brocade and the members of Brocade’s board of directors. All of the complaints assert claims under Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and Rule 14a-9 promulgated thereunder. The complaints allege, among other things, that the board of directors of Brocade failed to provide material information and/or omitted material information from the Preliminary Proxy Statement filed with the SEC on December 6, 2016 by Brocade. The complaints seek to enjoin the closing of the transaction between Brocade and Broadcom, as well as certain other equitable and declaratory relief and attorneys’ fees and costs. On January 10, 2017, January 27, 2017 and

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~~and declaratory relief and attorneys’ fees and costs. On January 10, 2017, January 27, 2017 and~~ February 15, 2017, the U.S. Northern District Court granted motions to relate the cases, all of which are now related to the Steinberg action and before the Honorable Judge Edward Chen. On January 11, 2017, Plaintiff Jha filed a motion for a preliminary injunction, which was subsequently withdrawn on January 18, 2017. On February 6, 2017, Plaintiff Gross voluntarily dismissed the Gross action without prejudice, which was ordered by the U.S. Northern District Court on February 15, 2017. On April 14, 2017, the U.S. Northern District Court granted the Motion for Consolidation, Appointment as Lead Plaintiff and Approval of Lead Plaintiff’s Selection of Counsel filed by Plaintiff Giulio D. Cessario, a plaintiff in the Steinberg action, which consolidated these actions under the caption In re Brocade Communications Systems, Inc. Securities Litigation, Case No. 3:16-cv-07081-EMC. ~~The~~ On UDecember 29, 2017, Lead Plaintiff voluntarily dismissed the consolidated action without prejudice and withdrew as Lead Plaintiff.S. On ~~Northern~~February ~~District~~16, ~~Court~~2018, ~~has~~Plaintiffs ~~set~~Gross, ~~this~~Chuakay ~~matter~~and Jha filed a joint motion for an ~~initial~~award ~~hearing~~of onattorneys’ ~~September~~fees. On 14March 2, ~~2017.~~2018, Wedefendants ~~believe~~filed ~~these~~a ~~claims~~joint ~~are~~opposition ~~all~~to ~~entirely~~the ~~without~~motion ~~merit~~for attorneys’ fees. The hearing on Plaintiffs Gross, Chuakay and ~~intend~~Jha’s tomotion ~~vigorously~~is ~~defend~~set ~~these~~for ~~actions~~April 5, 2018.

Lawsuits Relating to Tessera, Inc.

On May 23, 2016, Tessera Technologies, Inc., Tessera, Inc., or Tessera, and Invensas Corp., an affiliate of Tessera, or Invensas or collectively, the Complainants, filed a complaint to institute an investigation with the U.S. International Trade Commission, or the ITC. The Complainants allege infringement by Broadcom and our subsidiaries, BRCM, Avago Technologies Limited, or Avago, and Avago Technologies U.S. Inc., or Avago U.S., or collectively, the Respondents, of three patents relating to semiconductor packaging and semiconductor manufacturing technology. The downstream respondents, which are customers of the Respondents, are Arista Networks, Inc., ARRIS International 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 Technicolor Connected Home USA LLC, or collectively, the Downstream Respondents. On July 20, 2016, the ITC instituted the investigation, or the ITC Investigation. Complainants ~~seek~~sought the following relief: (1) a permanent limited exclusion order excluding from importation into the U.S. all of the Respondents' semiconductor devices and semiconductor device packages and Downstream Respondents’ products containing Respondents’ semiconductor devices and semiconductor device packages that infringe one or more of the three patents subject to the ITC Investigation and (2) a permanent cease and desist 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 and semiconductor device packages that infringe one or more of the three patents subject to the ITC Investigation. The ITC held the hearing in March 2017. On June 30, 2017, the administrative law judge issued an initial determination finding a violation with respect to U.S. Patent No. 6,849,946 and no violation with respect to U.S. Patent Nos. 6,133,136 and 6,856,007. The administrative law judge recommended that the ITC issue limited exclusion and cease and desist orders and recommended that we post a 100% import bond during the presidential review period. Broadcom and Downstream Respondents are petitioning for ITC review of the initial determination, and the ITC will announce what issues it intends to review on September 29, 2017. The target date for completion of the investigation and the issuance of the final determination is December 1, 2017.

AnOn ~~adverse~~May ~~final determination from the ITC could result in issuance of a limited exclusion order and cease and desist order~~23, ~~or the ITC Orders~~2016, ~~that~~Tessera ~~could prevent Broadcom~~ and ~~the~~Invensas ~~Downstream~~filed ~~Respondents~~a ~~from~~complaint ~~importing~~against ~~and~~BRCM ~~selling~~ in the ~~United~~U.S. ~~States~~District ~~certain~~Court ~~semiconductor~~for ~~devices~~the ~~and~~District ~~Downstream~~of ~~Respondents’ products that incorporate those devices~~Delaware, orCase ~~collectively, Covered Products~~No. ~~During the 60~~1-~~day~~16-cv-00379, ~~presidential~~alleging ~~review~~infringement ~~period~~of ~~following~~ the ~~final~~three ~~determination,~~patents ~~Broadcom~~subject ~~and~~to the ~~Downstream~~ITC ~~Respondents could continue to import and sell Covered Products by paying a bond~~Investigation. The ~~administrative~~complaint ~~law~~sought ~~judge’s~~compensatory ~~recommended~~damages ~~bond~~in isan ~~100%~~unspecified ofamount, ~~the~~as ~~sales~~well ~~price~~as ofan ~~the~~award ~~Covered Products. At the end~~ of ~~the~~reasonable ~~presidential~~attorneys’ ~~review period~~fees, ~~if the U.S. Trade Representative does not disapprove the final determination~~interest, ~~the~~and ~~ITC Orders would go into full effect~~costs.

IfOn ~~the~~May ~~ITC~~23, ~~orders~~2016, goTessera ~~into~~and ~~full~~Tessera ~~effect~~Advanced Technologies, ~~Broadcom~~Inc. ~~and~~filed ~~its~~a ~~contract~~complaint ~~manufacturers~~against ~~would~~BRCM ~~need~~in tothe ~~develop~~U.S. ~~redesigned~~District ~~products~~Court ~~that~~for dothe ~~not~~District ~~infringe,~~of ~~or Broadcom~~Delaware, ~~its~~Case ~~contract~~No. ~~manufacturers~~1-16-cv-00380, ~~and/or~~alleging ~~the~~infringement ~~Downstream~~of ~~Respondents~~four ~~would~~patents ~~need~~relating to ~~obtain~~semiconductor apackaging ~~license from Tessera to continue importing~~ and ~~selling~~circuit ~~Covered Products~~technologies. On ItJune ~~may~~19, ~~not be possible to do this in a timely fashion or at all. In addition~~2016, ~~any~~the ~~redesigned~~complaint ~~products~~was ~~would~~amended ~~have~~ to beadd ~~approved~~three bymore ~~the~~patents ~~ITC~~relating orto USsemiconductor ~~Customs~~packaging ~~and~~technologies ~~Border~~for ~~Protection~~a ~~before~~total ~~they~~of ~~could~~seven bepatents ~~imported or sold~~ in ~~the~~this ~~United States~~matter. ~~Broadcom~~The ~~may~~complaint ~~not~~sought becompensatory ~~successful~~damages in ~~obtaining~~an ~~such~~unspecified ~~approvals in a timely manner~~amount, oras atwell ~~all.~~as ~~Broadcom~~an ~~may~~award ~~also~~of ~~have~~reasonable toattorneys’ ~~indemnify~~fees, ~~some~~interest, ~~customers~~and costs.

InOn ~~such~~May ~~event~~23, ~~any~~2016, ~~failure~~Invensas tofiled ~~effectively~~a ~~redesign~~Writ of Summons against Broadcom, BRCM, Broadcom Netherlands B.V. and ~~obtain~~Broadcom ~~timely~~Communications ~~clearance~~Netherlands ~~for~~B.V. ~~Covered~~in ~~Products~~the Hague District Court in the Netherlands, orCase toNo. ~~obtain~~L1422381, alleging infringement of a ~~license~~single ~~from~~European ~~Tessera,~~patent ~~may~~that ~~cause~~is a ~~disruption~~foreign counterpart to ~~Broadcom’s~~one ~~product~~of ~~shipments~~the ~~and~~patents ~~materially~~subject ~~and~~to ~~adversely~~the ~~affect~~ITC ~~Broadcom’s business~~Investigation, ~~prospects,~~or ~~reputation~~the European Patent. The named defendants also included distributors EBV Elektronik GmbH, ~~results~~Arrow ofCentral ~~operations~~Europe GmbH, and ~~financial~~Mouser ~~condition~~Electronics Netherlands B.V. The requested relief included a cease-and-desist order and damages in an unspecified amount.

On May 23, 2016, ~~Tessera and~~ Invensas also filed a complaint against ~~BRCM~~each inof ~~the~~(i) UBroadcom Germany GmbH and Broadcom‘s German distributors, Case No.S. ~~District~~7 ~~Court~~O ~~for~~97/16, ~~the~~and ~~District~~(ii) ofBroadcom ~~Delaware~~and BRCM, Case No. 1-7 O 98/16~~-cv-00379~~, in the Mannheim District Court in Germany, alleging infringement of the ~~three~~European ~~patents~~Patent. ~~subject~~The torequested relief included damages in an unspecified amount and an injunction preventing the ~~ITC~~sale ~~Investigation.~~of ~~The~~the ~~complaint~~accused products.

28On November 7, 2016, Invensas filed a complaint against Avago, Avago U.S., Emulex Corporation, or Emulex, LSI Corporation and PLX Technology, Inc., a subsidiary of Broadcom, or PLX, in the U.S. District Court for the District of Delaware, Case No. 1-16-cv-01033, alleging infringement of two of the patents subject to the ITC Investigation. The complaint sought compensatory damages in an unspecified amount, as well as an award of reasonable attorneys’ fees, interest, and costs.

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~~seeks~~On November 7, 2016, Tessera and Invensas filed a complaint against Avago, Avago U.S., and Avago Technologies Wireless (U.S.A.) Manufacturing Inc. 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 packaging technology. On January 31, 2017, Tessera and Invensas amended the complaint in this matter and added three additional patents related to semiconductor packaging technology, which were also at issue in case No. 1-16-cv-00379 pending in Delaware. The complaint sought compensatory damages in an unspecified amount, as well as an award of reasonable attorneys’ fees, interest, and costs. ~~This case is stayed pending resolution of the ITC Investigation.~~

On ~~May~~December 2318, ~~2016~~2017, ~~Tessera~~Broadcom and ~~Tessera~~its ~~Advanced~~subsidiaries ~~Technologies,~~entered ~~Inc.~~into ~~filed~~comprehensive asettlement ~~complaint~~agreements ~~against~~and ~~BRCM~~a inpatent ~~the~~license ~~U.S.~~agreement ~~District~~with ~~Court~~Tessera ~~for~~and ~~the~~its ~~District~~affiliates ofresolving ~~Delaware,~~all ~~Case~~outstanding Nolitigation. ~~1-16-cv-00380,~~Pursuant ~~alleging infringement of four patents relating~~ to ~~semiconductor~~the ~~packaging~~agreements ~~and~~between ~~circuit~~the ~~technologies. On June 19~~parties, ~~2016,~~ the ~~complaint~~ITC investigation was ~~amended to add three more patents relating to semiconductor packaging technologies for a total of seven patents in this matter. The complaint seeks compensatory damages in an unspecified amount~~terminated, asand ~~well~~all ~~as an award~~ of ~~reasonable~~the ~~attorneys’~~other ~~fees,~~litigations ~~interest,~~were ~~and costs~~dismissed.

On May 23, 2016, Invensas filed a Writ of Summons against Broadcom, BRCM, Broadcom Netherlands B.V. and Broadcom Communications Netherlands B.V. in the Hague District Court in the Netherlands, Case No. L1422381, alleging infringement of a single European patent that is a foreign counterpart to one of the patents subject to the ITC Investigation, or the European Patent. The named defendants also include distributors EBV Elektronik GmbH, Arrow Central Europe GmbH, and Mouser Electronics Netherlands B.V. The requested relief includes a cease-and-desist order and damages in an unspecified amount.

On May 23, 2016, Invensas also filed a complaint against each of (i) Broadcom Germany GmbH and Broadcom‘s 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 relief includes damages in an unspecified amount and an injunction preventing the sale of the accused products. On February 3, 2017, the Mannheim District Court held a hearing to determine infringement. On March 17, 2017, the Mannheim District Court issued its ruling. The court found infringement in both cases and granted injunctions preventing the commercialization of certain Broadcom products in Germany. Broadcom is appealing the decision. On March 27, 2017, Broadcom filed a brief with the appellate court in Germany in Case No. 7 O 98/16 seeking: (1) reversal on the merits, (2) a higher bond for enforcement of the injunction, and (3) a stay of enforcement pending the nullity action. On May 22, 2017, Broadcom filed its appeal of Case No. 7 O 97/16 seeking (1) reversal on the merits and (2) a stay of enforcement. On June 1, 2017, the German appellate court denied Broadcom’s request for a stay of enforcement in Case No. 7 O 98/16, but has not yet ruled on our appeal of the decision on the merits or the higher bond amount. Tessera is now enforcing the injunction in both cases against Broadcom.

The nullity action, which could invalidate the patent at issue in both German cases, is scheduled to be decided in January 2018, and Broadcom expects a preliminary decision from the German appellate court on the patent’s validity in October 2017.

On November 7, 2016, Invensas filed a complaint against Avago, Avago U.S., Emulex Corporation, or Emulex, LSI and PLX Technology, Inc., or PLX, in the U.S. District Court for the District of Delaware, Case No. 1-16-cv-01033, alleging infringement of two of the patents subject to the ITC Investigation. The complaint seeks compensatory damages in an unspecified amount, as well as an award of reasonable attorneys’ fees, interest, and costs. This case is stayed pending resolution of the ITC Investigation.

On November 7, 2016, Tessera and Invensas filed a complaint against Avago, Avago U.S., and Avago Technologies Wireless (U.S.A.) Manufacturing Inc. 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 packaging technology. On January 31, 2017, Tessera and Invensas amended the complaint in this matter and added three additional patents related to semiconductor packaging technology, which are also at issue in case No. 1-16-cv-00379 pending in Delaware. The complaint seeks compensatory damages in an unspecified amount, as well as an award of reasonable attorneys’ fees, interest, and costs.

We continue to vigorously defend these actions.

Lawsuits Relating to the Acquisition of BRCM

Following the announcement of the Broadcom Merger, 11 putative class action complaints were filed by and purportedly on behalf of alleged BRCM shareholders. Two putative class action complaints, or the Federal Actions, were filed in the United States District Court for the Central District of California, or the U.S. Central District Court. One putative class action complaint was filed in the Superior Court of the State of California, County of Santa Clara and eight putative class action complaints were filed in the Superior Court of the State of California, County of Orange, or the State Actions. The Federal Actions and State Actions name as defendants, among other parties, BRCM, members of BRCM’s board of directors and Avago, and allege, among other things, breaches of fiduciary duties and aiding and abetting those alleged breaches. Additionally, the Federal Actions allege violations of Sections 14(a) and 20(a) of the Exchange Act and SEC Rule 14-a9.

On January 15, 2016, lead plaintiffs in the Federal Actions filed a Second Amended Consolidated Class Action Complaint, or the Federal Consolidated Complaint, which names as defendants, among other parties, members of BRCM’s board of directors and Avago, and alleges breaches of fiduciary duties and aiding 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 September 23, 2016, the parties entered into a Stipulation and Agreement of Compromise and Settlement, or the Stipulation, which has been filed with the U.S. Central District Court. Pursuant to the Stipulation, BRCM agreed to confirm

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certain facts concerning the Broadcom Merger. Additionally, defendants agreed to pay or cause to be paid attorneys’ fees and expenses as may be awarded by the U.S. Central District Court to plaintiffs’ counsel for their efforts in prosecuting the litigation, as well as the costs of administering the settlement. The Stipulation includes a release of all claims against defendants relating to or arising from the litigation. On December 2, 2016, the U.S. Central District Court granted preliminary approval of the settlement. On February 27, 2017, the U.S. Central District Court granted final approval of the settlement. On March 16, 2017, the State Actions were dismissed with prejudice pursuant to the settlement. The settlement did not have an impact on our financial statements.

We believe that the claims in the litigation, including the Federal Consolidated Complaint, were without merit and that no misconduct or damages occurred. Defendants entered into the settlement to eliminate the burden, distraction, and expense of further litigation.

Lawsuits Relating to the Acquisition of Emulex

On March 3, 2015, two putative shareholder class action complaints were filed in the Court of Chancery of the State of Delaware, or the Delaware Court of Chancery, against Emulex, its directors, Avago Technologies Wireless (U.S.A.) Manufacturing Inc., or AT Wireless, and Emerald Merger Sub, Inc., or Emerald 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. Emulex Corporation, et al., Case No. 10776-VCL (Del. Ch.). The complaints alleged, among other things, that Emulex’s directors breached their fiduciary duties by approving the Agreement and Plan of Merger, dated February 25, 2015, by and among AT Wireless, Emerald Merger Sub and Emulex and that AT Wireless and Emerald Merger Sub aided and abetted these alleged breaches of fiduciary duty. The complaints sought, among other things, either to enjoin the transaction or to rescind it following its completion, as well as damages, including attorneys’ and experts’ fees. The Delaware Court of Chancery has entered 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 without prejudice.

On April 8, 2015, a putative class action complaint was filed in the U.S. Central District Court, entitled Gary Varjabedian, et al. v. Emulex Corporation, et al., No. 8:15-cv-554-CJC-JCG. The complaint names as defendants Emulex, its directors, AT Wireless and Emerald Merger 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 the board of directors of Emulex failed to provide material information and/or omitted material information from the Solicitation/Recommendation Statement on Schedule 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 tender offer 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 U.S. Central District Court issued an order appointing the lead plaintiff and approving lead counsel for the putative class. On September 9, 2015, plaintiff filed a first amended 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 U.S. Central District Court granted with prejudice on January 13, 2016. Plaintiff filed a notice of appeal to the United States Court of Appeals for the Ninth Circuit, or the Ninth Circuit Court, 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 their answering briefs, and on October 5, 2016 Plaintiff-Appellant filed his reply brief. The Ninth Circuit Court ~~will~~heard ~~hear~~ oral argument on October 5, 2017. We are unable to predict the date on which the Ninth Circuit Court will issue any decision at this time.

We believe these claims are all entirely without merit and intend to vigorously defend these actions.

Lawsuits Relating to the Acquisition of PLX

In June and July 2014, four lawsuits were filed in the Superior Court for the State of California, County of Santa Clara, or the Superior Court, challenging our acquisition of PLX. On July 22, 2014, the Superior 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 Superior Court also stayed the consolidated action, pending resolution of related actions 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 Delaware Court of Chancery consolidated these Delaware actions under the caption In re PLX Technology, Inc. Stockholders Litigation, Consol. C.A. No. 9880-VCL (Del. Ch.), appointed lead plaintiffs and lead counsel, and designated an operative complaint for the consolidated action. On July 31, 2014, counsel for lead plaintiffs in Delaware informed the Delaware Court of Chancery that they would not seek a preliminary injunction, but intend to seek damages and pursue monetary remedies through post-closing litigation. Our acquisition of PLX closed on August 12, 2014.

30On October 31, 2014, lead plaintiffs filed a consolidated amended complaint. This complaint alleges, among other things, that PLX’s directors breached their fiduciary duties to PLX’s stockholders by seeking to sell PLX for an inadequate price,

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On October 31, 2014, lead plaintiffs filed a consolidated amended complaint. This complaint alleges, among other things, that PLX’s directors breached their 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 deal protections in the merger agreement. Plaintiffs also allege that Potomac Capital Partners II, L.P., Deutsche Bank Securities, 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 misleading statements and/or omitted material information necessary to inform the shareholder vote. The plaintiffs seek, among other things, monetary damages and attorneys’ fees and costs. On September 3, 2015, the Delaware Court of Chancery 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 resolve claims against all of the former PLX directors and Deutsche Bank Securities asserted in the Delaware class action. The partial settlement also provides for a release of all potential claims against AT Wireless, Pluto Merger Sub, Inc., Avago and PLX. Defendant Potomac Capital Partners II, L.P. is not a party to the settlement. This partial settlement was approved by the Delaware Court of Chancery on December 20, 2016.

The Delaware class litigation is on-going and is scheduled for trial on April 10, 2018. On November 9, 2016, the sole remaining defendant, Potomac Capital Partners II, L.P., filed cross-claims against the named individual director defendants and Deutsche Bank Securities for contribution. Under various contracts and statutes, PLX may owe indemnification to each of these parties. The cross-claims are now barred according to the terms of the approved partial settlement, although Potomac Capital Partners II, L.P. might be entitled to an offset (based on contributory fault) of any damages it might owe to the class.

Other Matters

In addition to the matters discussed above, we are currently engaged in a number of legal actions in the ordinary course of our business.

Contingency Assessment

We do not believe, based on currently available facts and circumstances, that the final outcome of any pending legal proceedings, taken individually or as a whole, will have a material adverse effect on our financial condition, results of operations or cash flows. However, lawsuits may involve complex questions of fact and law and may require the expenditure of significant funds and other resources to defend. The results of litigation are inherently uncertain, and material adverse outcomes are possible. From time to time, we may enter into confidential discussions regarding the potential settlement of such lawsuits. Any settlement of pending litigation could require us to incur 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 ~~condensed~~ consolidated financial statements with respect to loss contingencies associated with any legal proceedings, as potential losses for such matters are not considered probable and ranges of losses are not reasonably estimable. These matters are subject to many uncertainties and the ultimate outcomes are not predictable. There can be no assurances that the actual 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.

Other Indemnifications

As is customary in our industry and as provided for in local law in the United States and other jurisdictions, many of our standard contracts provide remedies to our customers and others with whom we enter into contracts, such as defense, settlement, or payment of judgment for intellectual property claims related to the use of our products. From time to time, we indemnify customers, as well as our suppliers, contractors, lessors, lessees, companies that purchase our businesses or assets and others with whom we enter into contracts, against combinations of loss, expense, or liability arising from various triggering events 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 the assets 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 we also provide protection to these parties against claims related to undiscovered liabilities, additional product liabilities or environmental obligations. In our experience, claims made under such indemnifications are rare and the associated estimated fair value of the liability is not material.

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13. Restructuring, Impairment and Disposal Charges

Restructuring Charges

InThe ~~the~~following ~~second~~is ~~quarter~~a ofsummary ~~fiscal year 2016, we began the implementation~~ of ~~cost~~significant ~~reduction~~restructuring ~~activities~~expense ~~associated~~recognized ~~with the Broadcom Merger. Restructuring costs recorded~~ in continuing operations ~~were $19 million and $83 million for fiscal quarter and three fiscal quarters ended July 30~~, ~~2017, respectively, and $57 million and $364 million for the fiscal quarter and three fiscal quarters ended July 31, 2016, respectively. Restructuring costs in continuing operations, for each period,~~ primarily ~~related~~operating ~~to employee termination costs associated with the Broadcom Merger.~~expenses:

• ~~Approximately~~During 3the fiscal quarter ended February 4,~~500~~ 2018, we began the implementation of cost reduction activities associated with the Brocade Merger and recorded a charge of $108 million in continuing operations, primarily related to employee termination costs. Approximately 950 employees have been terminated from our workforce across all business and functional areas on a global basis as a result of the ~~Broadcom~~Brocade Merger.

	Employee Termination Costs			Leases and Other Exit Costs			Total
Balance as of October 30, 2016	$	116		$	35		$	151
Restructuring charges (a)	69			18			87
Utilization	(154		)	(39		)	(193		)
Balance as of July 30, 2017 (b)	$	31		$	14		$	45

•

In connection with the acquisition of BRCM in the second quarter of fiscal year 2016, or the Broadcom Merger, we began the implementation of cost reduction activities associated with the Broadcom Merger. Restructuring costs recorded in continuing operations were $31 million and $42 million for the fiscal quarters ended February 4, 2018, and January 29, 2017, respectively. Restructuring costs in continuing operations primarily related to lease and other exit costs for the fiscal quarter ended February 4, 2018 and employee termination costs for the fiscal quarter ended January 29, 2017.

(a) Included $4 million of restructuring expense related to discontinued operations recognized during the three fiscal quarters ended July 30, 2017, which was included in loss from discontinued operations in our condensed consolidated statements of operations.



	Employee Termination Costs			Leases and Other Exit Costs			Total

	(In millions)
Balance as of October 29, 2017	$	28		$	17		$	45
Restructuring charges ^(a)	102			38			140
Utilization	(72		)	(19		)	(91		)
Balance as of February 4, 2018 ^(b)	$	58		$	36		$	94

_________________________________

(ba) ~~The~~Included ~~majority~~$1 million of ~~the~~restructuring ~~employee~~expense ~~termination~~related ~~costs balance is expected~~ to bediscontinued ~~paid~~operations byrecognized during the ~~fourth~~fiscal quarter ofended ~~fiscal~~February ~~year~~4, ~~2017.~~2018, ~~The~~which ~~leases~~was ~~and~~included ~~other~~in ~~exit~~loss ~~costs~~from ~~balance~~discontinued ~~represents~~operations ~~lease~~in ~~obligations~~our ~~that~~condensed ~~are~~consolidated ~~expected~~statements ~~to be paid over their remaining terms through the third quarter~~ of ~~fiscal year 2018~~operations.

(b) The majority of the employee termination costs balance is expected to be paid by the second quarter of fiscal year 2018. The leases and other exit costs balance represents lease obligations that are expected to be paid over their remaining terms through fiscal year 2025.

Impairment and Disposal Charges

During the fiscal quarter ~~and three fiscal quarters~~ ended ~~July~~February 304, ~~2017~~2018, we recorded impairment and disposal charges of $146 million ~~and~~primarily ~~$39~~related ~~million,~~to ~~respectively~~impairments of leasehold improvements. ~~These~~During ~~charges~~the ~~included~~fiscal ~~impairments~~quarter ofended ~~property~~January 29, ~~plant~~2017, ~~and~~we ~~equipment~~recorded impairment and andisposal charges of $10 million primarily related to impairment charges in~~-process~~ ~~research~~our ~~and~~wired ~~development,~~infrastructure orsegment for an IPR&D, project that was abandoned as a result of the integration of BRCM.

~~During the fiscal quarter and three fiscal quarters ended July 31, 2016, we recorded impairment and disposal charges of $225 million and $269 million, respectively~~14. ~~These~~Condensed ~~charges~~Consolidating ~~included~~Financial ~~impairments of IPR&D projects and losses on the sale of certain fiber optics subsystem manufacturing and related assets.~~ Information

14In connection with the Exchange Offer, Broadcom is required to provide certain financial information regarding the Subsidiary Issuers, the Parent Guarantor and our other subsidiaries, collectively, the Non-Guarantor Subsidiaries. ~~Subsequent~~The ~~Events~~following information sets forth the condensed consolidating financial information as of February 4, 2018 and October 29, 2017 and for the fiscal quarters ended February 4, 2018 and January 29, 2017 for the Parent Guarantor, Subsidiary Issuers, and Non-Guarantor Subsidiaries. Investments in subsidiaries are accounted for under the equity method; accordingly, entries necessary to consolidate the Parent Guarantor, Subsidiary Issuers and Non-Guarantor Subsidiaries are reflected in the eliminations column. In the opinion of management, separate complete financial statements of the Subsidiary Issuers would not provide additional material information that would be useful in assessing their financial composition.

For more information regarding the 2017 Senior Notes, see Note 6. “Borrowings”.

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	Condensed Consolidating Balance Sheet
	February 4, 2018
	Parent Guarantor		Subsidiary Issuers		Non-Guarantor Subsidiaries		Eliminations			Consolidated Totals

	(In millions)
ASSETS
Current assets:
Cash and cash equivalents	$	30	$	4,508	$	2,348	$	—		$	6,886
Trade accounts receivable, net	—		—		2,459		—			2,459
Inventory	—		—		1,291		—			1,291
Intercompany receivable	20		1,369		1,475		(2,864		)	—
Intercompany loan receivable	—		1,831		12,145		(13,976		)	—
Other current assets	89		115		277		—			481
Total current assets	139		7,823		19,995		(16,840		)	11,117
Long-term assets:
Property, plant and equipment, net	—		222		2,525		—			2,747
Goodwill	—		1,360		25,539		—			26,899
Intangible assets, net	—		—		13,171		—			13,171
Investment in subsidiaries	29,038		43,814		57,460		(130,312		)	—
Intercompany loan receivable, long-term	—		41,485		915		(42,400		)	—
Other long-term assets	—		29		478		—			507
Total assets	$	29,177	$	94,733	$	120,083	$	(189,552	)	$	54,441
LIABILITIES AND PARTNERS’ CAPITAL/SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	3	$	49	$	764	$	—		$	816
Employee compensation and benefits	—		84		249		—			333
Current portion of long-term debt	—		117		—		—			117
Intercompany payable	175		1,325		1,364		(2,864		)	—
Intercompany loan payable	21		12,124		1,831		(13,976		)	—
Other current liabilities	—		551		153		—			704
Total current liabilities	199		14,250		4,361		(16,840		)	1,970
Long-term liabilities:
Long-term debt	—		17,437		38		—			17,475
Deferred tax liabilities	—		782		461		—			1,243
Intercompany loan payable, long-term	—		915		41,485		(42,400		)	—
Unrecognized tax benefits	—		3,480		732		—			4,212
Other long-term liabilities	—		406		157		—			563
Total liabilities	199		37,270		47,234		(59,240		)	25,463
Total partners’ capital/shareholders’ equity	28,978		57,463		72,849		(130,312		)	28,978
Total liabilities and partners' capital/shareholders' equity	$	29,177	$	94,733	$	120,083	$	(189,552	)	$	54,441

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	Condensed Consolidating Balance Sheet
	October 29, 2017
	Parent Guarantor		Subsidiary Issuers		Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals

	(In millions)
ASSETS
Current assets:
Cash and cash equivalents	$	7	$	7,555	$	3,455		$	—		$	11,017
Trade accounts receivable, net	—		—		2,448			—			2,448
Inventory	—		—		1,447			—			1,447
Intercompany receivable	33		279		309			(621		)	—
Intercompany loan receivable	28		1,891		8,849			(10,768		)	—
Other current assets	84		350		374			—			808
Total current assets	152		10,075		16,882			(11,389		)	15,720
Long-term assets:
Property, plant and equipment, net	—		207		2,392			—			2,599
Goodwill	—		1,360		23,346			—			24,706
Intangible assets, net	—		—		10,832			—			10,832
Investment in subsidiaries	23,112		28,049		43,450			(94,611		)	—
Intercompany loan receivable, long-term	—		41,547		—			(41,547		)	—
Other long-term assets	—		213		245			—			458
Total assets	$	23,264	$	81,451	$	97,147		$	(147,547	)	$	54,315
LIABILITIES AND PARTNERS’ CAPITAL/SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	7	$	72	$	1,026		$	—		$	1,105
Employee compensation and benefits	—		274		352			—			626
Current portion of long-term debt	—		117		—			—			117
Intercompany payable	124		186		311			(621		)	—
Intercompany loan payable	50		8,799		1,919			(10,768		)	—
Other current liabilities	—		254		427			—			681
Total current liabilities	181		9,702		4,035			(11,389		)	2,529
Long-term liabilities:
Long-term debt	—		17,431		—			—			17,431
Deferred tax liabilities	—		10,293		(274		)	—			10,019
Intercompany loan payable, long-term	—		—		41,547			(41,547		)	—
Unrecognized tax benefits	—		497		514			—			1,011
Other long-term liabilities	—		76		166			—			242
Total liabilities	181		37,999		45,988			(52,936		)	31,232
Total partners’ capital/shareholders’ equity	23,083		43,452		51,159			(94,611		)	23,083
Total liabilities and partners' capital/shareholders' equity	$	23,264	$	81,451	$	97,147		$	(147,547	)	$	54,315

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	Condensed Consolidating Statements of Operations and Comprehensive Income
	Fiscal Quarter Ended
	February 4, 2018
	Parent Guarantor			Subsidiary Issuers			Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals

	(In millions)
Net revenue	$	—		$	—		$	5,327		$	—		$	5,327
Intercompany revenue	—			584			—			(584		)	—
Total revenue	—			584			5,327			(584		)	5,327
Cost of products sold:
Cost of products sold	—			32			1,867			—			1,899
Intercompany cost of products sold	—			—			34			(34		)	—
Purchase accounting effect on inventory	—			—			70			—			70
Amortization of acquisition-related intangible assets	—			—			715			—			715
Restructuring charges	—			2			13			—			15
Total cost of products sold	—			34			2,699			(34		)	2,699
Gross margin	—			550			2,628			(550		)	2,628
Research and development	—			406			519			—			925
Intercompany operating expense	—			—			550			(550		)	—
Selling, general and administrative	34			85			172			—			291
Amortization of acquisition-related intangible assets	—			—			339			—			339
Restructuring, impairment and disposal charges	—			33			97			—			130
Total operating expenses	34			524			1,677			(550		)	1,685
Operating income (loss)	(34		)	26			951			—			943
Interest expense	—			(181		)	(2		)	—			(183		)
Intercompany interest expense	—			(59		)	(574		)	633			—
Other income, net	1			19			15			—			35
Intercompany interest income	—			574			59			(633		)	—
Intercompany other income (expense), net	179			(57		)	(122		)	—			—
Income from continuing operations before income taxes and earnings in subsidiaries	146			322			327			—			795
Benefit from income taxes	—			(5,460		)	(326		)	—			(5,786		)
Income from continuing operations before earnings in subsidiaries	146			5,782			653			—			6,581
Earnings in subsidiaries	6,420			5,823			11,605			(23,848		)	—
Income from continuing operations and earnings in subsidiaries	6,566			11,605			12,258			(23,848		)	6,581
Loss from discontinued operations, net of income taxes	—			—			(15		)	—			(15		)
Net income	$	6,566		$	11,605		$	12,243		$	(23,848	)	$	6,566

Net income	$	6,566		$	11,605		$	12,243		$	(23,848	)	$	6,566
Other comprehensive income, net of tax:
Unrealized gain on available-for-sale investments	—			9			—			—			9
Other comprehensive income	—			9			—			—			9
Comprehensive income	$	6,566		$	11,614		$	12,243		$	(23,848	)	$	6,575

Table of Contents



	Condensed Consolidating Statements of Operations and Comprehensive Income
	Fiscal Quarter Ended
	January 29, 2017
	Parent Guarantor			Subsidiary Issuers			Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals

	(In millions)
Net revenue	$	—		$	73		$	4,066		$	—		$	4,139
Intercompany revenue	—			381			(3		)	(378		)	—
Total revenue	—			454			4,063			(378		)	4,139
Cost of products sold:
Cost of products sold	—			45			1,528			—			1,573
Intercompany cost of products sold	—			(12		)	59			(47		)	—
Amortization of acquisition-related intangible assets	—			7			552			—			559
Restructuring charges	—			3			3			—			6
Total cost of products sold	—			43			2,142			(47		)	2,138
Gross margin	—			411			1,921			(331		)	2,001
Research and development	—			367			441			—			808
Intercompany operating expense	—			(80		)	411			(331		)	—
Selling, general and administrative	7			94			100			—			201
Amortization of acquisition-related intangible assets	—			7			433			—			440
Restructuring, impairment and disposal charges	—			15			31			—			46
Total operating expenses	7			403			1,416			(331		)	1,495
Operating income (loss)	(7		)	8			505			—			506
Interest expense	—			(51		)	(60		)	—			(111		)
Intercompany interest expense	(1		)	(74		)	(4		)	79			—
Loss on extinguishment of debt	—			(52		)	(107		)	—			(159		)
Other income (expense), net	—			(2		)	33			—			31
Intercompany interest income	1			4			74			(79		)	—
Intercompany other income (expense), net	201			(66		)	(135		)	—			—
Income (loss) from continuing operations before income taxes	194			(233		)	306			—			267
Provision for (benefit from) income taxes	—			30			(20		)	—			10
Income (loss) from continuing operations, before earnings in subsidiaries	194			(263		)	326			—			257
Earnings in (loss from) subsidiaries	58			(231		)	(503		)	676			—
Income (loss) from continuing operations and earnings in (loss from) subsidiaries

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