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 ~~April 30, 2017~~February 4, 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’s telephone number, including area code	Commission File Number	IRS Employer Identification No.
Singapore	Broadcom Limited	001-37690	98-1254807
	1 Yishun Avenue 7 Singapore 768923
	(65) 6755-7888
Cayman Islands	Broadcom Cayman L.P.	333-2025938	98-1254815
	c/o Broadcom Limited 1 Yishun Avenue 7 Singapore 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 ~~May 26, 2017,~~March 2, 2018, Broadcom Limited had ~~406,592,633~~410,736,181 of its ordinary shares, no par value per share, outstanding.

As of ~~May 26, 2017,~~March 2, 2018, Broadcom Cayman L.P. had ~~390,736,766~~390,952,394 common partnership units outstanding (all of which are owned by Broadcom Limited) and ~~22,305,680 restricted~~22,090,052 exchangeable limited partnership units outstanding.

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the fiscal quarter ~~and two fiscal quarters~~ ended ~~April 30, 2017~~February 4, 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 (refer to Note 1. “Overview, Basis of Presentation and Significant Accounting Policies” for additional information).

As of ~~April 30, 2017,~~February 4, 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 REUs,~~LP 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 REUs~~LP units owned by the Limited Partners. The ~~Partnership REUs~~LP 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.

BROADCOM LIMITED AND BROADCOM CAYMAN L.P.

Quarterly Report on Form 10-Q

For the Quarterly Period Ended ~~April 30, 2017~~February 4, 2018

TABLE OF CONTENTS

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 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 Cash Flows - Unaudited	12
Notes to Unaudited Condensed Consolidated Financial Statements (Broadcom Limited and Broadcom Cayman L.P.)	13

BROADCOM LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS — UNAUDITED

~~(in millions, except share amounts)~~


							February 4, 2018			October 29, 2017

	April 30, 2017			October 30, 2016			(In millions, except share amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	4,254		$	3,097		$	7,076		$	11,204
Short-term investments	200			—
Trade accounts receivable, net	2,073			2,181			2,459			2,448
Inventory	1,311			1,400			1,291			1,447
Other current assets	630			447			394			724
Total current assets	8,468			7,125			11,220			15,823
Long-term assets:
Property, plant and equipment, net	2,762			2,509			2,747			2,599
Goodwill	24,706			24,732			26,899			24,706
Intangible assets, net	13,016			15,068			13,171			10,832
Other long-term assets	897			532			507			458
Total assets	$	49,849		$	49,966		$	54,544		$	54,418
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	925		$	1,261		$	816		$	1,105
Employee compensation and benefits	464			517			333			626
Current portion of long-term debt	—			454			117			117
Other current liabilities	663			846			704			681
Total current liabilities	2,052			3,078			1,970			2,529
Long-term liabilities:
Long-term debt	13,567			13,188			17,475			17,431
Pension and post-retirement benefit obligations	508			531
Other long-term liabilities	11,379			11,293			6,018			11,272
Total liabilities	27,506			28,090			25,463			31,232
Commitments and contingencies (Note 12)
Shareholders’ equity:
Ordinary shares, no par value; 406,003,761 shares and 398,281,461 shares issued and outstanding on April 30, 2017 and October 30, 2016, respectively	19,869			19,241
Non-economic voting preference shares, no par value; 22,348,728 shares and 22,804,591 shares issued and outstanding on April 30, 2017 and October 30, 2016, respectively	—			—
Accumulated deficit	(311		)	(215		)
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	(133		)	(134		)	(82		)	(91		)
Total Broadcom Limited shareholders’ equity	19,425			18,892			25,901			20,285
Noncontrolling interest	2,918			2,984			3,180			2,901
Total shareholders’ equity	22,343			21,876			29,081			23,186
Total liabilities and shareholders’ equity	$	49,849		$	49,966		$	54,544		$	54,418

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

BROADCOM LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS — UNAUDITED

~~(in millions, except per share amounts)~~


													Fiscal Quarter Ended
													February 4, 2018			January 29, 2017
	Fiscal Quarter Ended						Two Fiscal Quarters Ended
	April 30, 2017			May 1, 2016			April 30, 2017			May 1, 2016			(In millions, except per share data)
Net revenue	$	4,190		$	3,541		$	8,329		$	5,312		$	5,327		$	4,139
Cost of products sold:
Cost of products sold	1,564			1,437			3,137			2,136			1,899			1,573
Purchase accounting effect on inventory	1			828			1			828			70			—
Amortization of acquisition-related intangible assets	639			198			1,198			328			715			559
Restructuring charges	10			32			16			33			15			6
Total cost of products sold	2,214			2,495			4,352			3,325			2,699			2,138
Gross margin	1,976			1,046			3,977			1,987			2,628			2,001
Research and development	829			787			1,637			1,054			925			808
Selling, general and administrative	204			238			405			352			291			201
Amortization of acquisition-related intangible assets	442			735			882			789			339			440
Restructuring, impairment and disposal charges	27			287			73			318			130			46
Total operating expenses	1,502			2,047			2,997			2,513			1,685			1,495
Operating income (loss)	474			(1,001		)	980			(526		)
Operating income													943			506
Interest expense	(112		)	(256		)	(223		)	(340		)	(183		)	(111		)
Loss on extinguishment of debt	—			(53		)	(159		)	(53		)	—			(159		)
Other income (expense), net	3			(6		)	34			(3		)
Income (loss) from continuing operations before income taxes	365			(1,316		)	632			(922		)
Benefit from income taxes	(103		)	(99		)	(93		)	(82		)
Income (loss) from continuing operations	468			(1,217		)	725			(840		)
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	(4		)	(38		)	(9		)	(38		)	(15		)	(5		)
Net income (loss)	464			(1,255		)	716			(878		)
Net income (loss) attributable to noncontrolling interest	24			(69		)	37			(69		)
Net income (loss) attributable to ordinary shares	$	440		$	(1,186	)	$	679		$	(809	)
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 (loss) per share from continuing operations	$	1.10		$	(2.93	)	$	1.72		$	(2.31	)
Income per share from continuing operations													$	15.23		$	0.61
Loss per share from discontinued operations	(0.01		)	(0.09		)	(0.03		)	(0.10		)	(0.03		)	(0.01		)
Net income (loss) per share	$	1.09		$	(3.02	)	$	1.69		$	(2.41	)
Net income per share													$	15.20		$	0.60

Diluted income (loss) per share attributable to ordinary shares:
Income (loss) per share from continuing operations	$	1.06		$	(2.93	)	$	1.65		$	(2.43	)
Income per share from continuing operations													$	14.66		$	0.58
Loss per share from discontinued operations	(0.01		)	(0.09		)	(0.02		)	(0.11		)	(0.04		)	(0.01		)
Net income (loss) per share	$	1.05		$	(3.02	)	$	1.63		$	(2.54	)
Net income per share													$	14.62		$	0.57

Weighted-average shares:
Basic	403			392			401			335			410			399
Diluted	442			415			440			346			426			439

Cash dividends declared and paid per share	$	1.02		$	0.49		$	2.04		$	0.93		$	1.75		$	1.02

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

BROADCOM LIMITED

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

~~(in millions)~~

Fiscal Quarter Ended Two Fiscal Quarters Ended
April 30,
2017 May 1,
2016 April 30,
2017 May 1,
2016
Net income (loss) $ 464
$ (1,255 ) $ 716
$ (878 )
Other comprehensive income, net of tax:
Reclassification to net income (loss) 1
—
1
—
Other comprehensive income 1
—
1
—
Comprehensive income (loss) 465
(1,255 ) 717
(878 )
Comprehensive income (loss) attributable to noncontrolling interest 24
(69 ) 37
(69 )
Comprehensive income (loss) attributable to ordinary shares $ 441
$ (1,186 ) $ 680
$ (809 )



	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

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

BROADCOM LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED

~~(in millions)~~


							Fiscal Quarter Ended
							February 4, 2018			January 29, 2017
	Two Fiscal Quarters Ended
	April 30, 2017			May 1, 2016			(In millions)
Cash flows from operating activities:
Net income (loss)	$	716		$	(878	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net income							$	6,566		$	252
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	2,307			1,284			1,184			1,114
Share-based compensation	418			255			299			202
Excess tax benefits from share-based compensation	—			(58		)
Deferred taxes and other non-cash tax expense	(111		)	(172		)
Deferred taxes and other non-cash taxes							(5,832		)	(25		)
Non-cash portion of debt extinguishment loss	159			30			—			159
Non-cash restructuring, impairment and disposal charges	40			44			5			17
Gain on disposition of assets	(23		)	—
Amortization of debt issuance costs and accretion of debt discount	14			17			6			8
Other	8			26			3			(18		)
Changes in assets and liabilities, net of acquisitions and disposals:
Trade accounts receivable, net	108			(169		)	199			234
Inventory	96			920			250			65
Accounts payable	(251		)	(217		)	(403		)	(137		)
Employee compensation and benefits	(53		)	(51		)	(376		)	(181		)
Contributions to defined benefit pension plans							(129		)	(6		)
Other current assets and current liabilities	(391		)	86			284			(237		)
Other long-term assets and long-term liabilities	(101		)	(21		)	(371		)	(94		)
Net cash provided by operating activities	2,936			1,096			1,685			1,353
Cash flows from investing activities:
Purchases of property, plant and equipment	(581		)	(298		)
Purchases of investments	(200		)	(59		)
Acquisitions of businesses, net of cash acquired	(37		)	(10,035		)	(4,786		)	—
Proceeds from sales of businesses	10			68			782			10
Proceeds from sales and maturities of investments	—			32
Purchases of property, plant and equipment							(220		)	(325		)
Proceeds from disposals of properly, plant and equipment							237			—
Purchases of investments							(244		)	—
Other	(4		)	—			4			(4		)
Net cash used in investing activities	(812		)	(10,292		)	(4,227		)	(319		)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	13,550			15,926			—			13,446
Debt repayments	(13,668		)	(4,839		)
Payment of assumed debt	—			(1,475		)
Repayment of debt							(856		)	(13,668		)
Payment of debt issuance costs	(127		)	(108		)	—			(3		)
Dividend and distribution payments	(868		)	(326		)	(755		)	(431		)
Issuance of ordinary shares	150			179			34			61
Excess tax benefits from share-based compensation	—			58
Payment of capital lease obligations	(4		)	—			(6		)	—
Net cash provided by (used in) financing activities	(967		)	9,415
Other							(3		)	—
Net cash used in financing activities							(1,586		)	(595		)
Net change in cash and cash equivalents	1,157			219			(4,128		)	439
Cash and cash equivalents at the beginning of period	3,097			1,822			11,204			3,097
Cash and cash equivalents at end of period	$	4,254		$	2,041		$	7,076		$	3,536

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

BROADCOM CAYMAN L.P.

CONDENSED CONSOLIDATED BALANCE SHEETS — UNAUDITED

~~(in millions, except unit data)~~


							February 4, 2018			October 29, 2017

	April 30, 2017			October 30, 2016			(In millions, except unit amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	3,797		$	3,044		$	6,886		$	11,017
Short-term investments	200			—
Trade accounts receivable, net	2,073			2,181			2,459			2,448
Inventory	1,311			1,400			1,291			1,447
Other current assets	1,087			500			481			808
Total current assets	8,468			7,125			11,117			15,720
Long-term assets:
Property, plant and equipment, net	2,762			2,509			2,747			2,599
Goodwill	24,706			24,732			26,899			24,706
Intangible assets, net	13,016			15,068			13,171			10,832
Other long-term assets	897			532			507			458
Total assets	$	49,849		$	49,966		$	54,441		$	54,315
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Accounts payable	$	925		$	1,261		$	816		$	1,105
Employee compensation and benefits	464			517			333			626
Current portion of long-term debt	—			454			117			117
Other current liabilities	663			846			704			681
Total current liabilities	2,052			3,078			1,970			2,529
Long-term liabilities:
Long-term debt	13,567			13,188			17,475			17,431
Pension and post-retirement benefit obligations	508			531
Other long-term liabilities	11,379			11,293			6,018			11,272
Total liabilities	27,506			28,090			25,463			31,232
Commitments and contingencies (Note 12)
Partners’ capital:
Common partnership units; 390,693,718 units and 390,237,855 units issued and outstanding on April 30, 2017 and October 30, 2016, respectively	19,558			19,026
Restricted exchangeable units; 22,348,728 units and 22,804,591 units issued and outstanding on April 30, 2017 and October 30, 2016, respectively	2,918			2,984
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	(133		)	(134		)	(82		)	(91		)
Total partners’ capital	22,343			21,876			28,978			23,083
Total liabilities and partners’ capital	$	49,849		$	49,966		$	54,441		$	54,315

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

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
	Fiscal Quarter Ended						Two Fiscal Quarters Ended
	April 30, 2017			May 1, 2016			April 30, 2017			May 1, 2016			(In millions, except per unit data)
Net revenue	$	4,190		$	3,541		$	8,329		$	5,312		$	5,327		$	4,139
Cost of products sold:
Cost of products sold	1,564			1,437			3,137			2,136			1,899			1,573
Purchase accounting effect on inventory	1			828			1			828			70			—
Amortization of acquisition-related intangible assets	639			198			1,198			328			715			559
Restructuring charges	10			32			16			33			15			6
Total cost of products sold	2,214			2,495			4,352			3,325			2,699			2,138
Gross margin	1,976			1,046			3,977			1,987			2,628			2,001
Research and development	829			787			1,637			1,054			925			808
Selling, general and administrative	204			238			405			352			291			201
Amortization of acquisition-related intangible assets	442			735			882			789			339			440
Restructuring, impairment and disposal charges	27			287			73			318			130			46
Total operating expenses	1,502			2,047			2,997			2,513			1,685			1,495
Operating income (loss)	474			(1,001		)	980			(526		)
Operating income													943			506
Interest expense	(112		)	(256		)	(223		)	(340		)	(183		)	(111		)
Loss on extinguishment of debt	—			(53		)	(159		)	(53		)	—			(159		)
Other income (expense), net	3			(6		)	34			(3		)
Income (loss) from continuing operations before income taxes	365			(1,316		)	632			(922		)
Benefit from income taxes	(103		)	(99		)	(93		)	(82		)
Income (loss) from continuing operations	468			(1,217		)	725			(840		)
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	(4		)	(38		)	(9		)	(38		)	(15		)	(5		)
Net income (loss)	$	464		$	(1,255	)	$	716		$	(878	)
Net income													$	6,566		$	252

General Partner's interest in net income (loss)	$	440		$	(1,186	)	$	679		$	(1,186	)
Limited Partners' interest in net income (loss)	$	24		$	(69	)	$	37		$	(69	)
Net income attributable to ordinary shareholders	$	—		$	—		$	—		$	377
General Partner's interest in net income													$	6,230		$	239
Limited Partners' interest in net income													$	336		$	13

Cash distributions paid per restricted exchangeable partnership unit	$	1.02		$	0.49		$	2.04		$	0.49
Cash distributions paid per exchangeable limited partnership unit													$	1.75		$	1.02
Cash distributions paid to General Partner	$	414		$	193		$	822		$	193		$	717		$	408
Cash dividends paid per ordinary share	$	—		$	—		$	—		$	0.44

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

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

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

BROADCOM CAYMAN L.P.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED

~~(in millions)~~


							Fiscal Quarter Ended
							February 4, 2018			January 29, 2017
	Two Fiscal Quarters Ended
	April 30, 2017			May 1, 2016			(In millions)
Cash flows from operating activities:
Net income (loss)	$	716		$	(878	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net income							$	6,566		$	252
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	2,307			1,284			1,184			1,114
Share-based compensation	418			255			299			202
Excess tax benefits from share-based compensation	—			(58		)
Deferred taxes and other non-cash tax expense	(111		)	(172		)
Deferred taxes and other non-cash taxes							(5,832		)	(25		)
Non-cash portion of debt extinguishment loss	159			30			—			159
Non-cash restructuring, impairment and disposal charges	40			44			5			17
Gain on disposition of assets	(23		)	—
Amortization of debt discount issuance costs and accretion of debt discount	14			17
Amortization of debt issuance costs and accretion of debt discount							6			8
Other	8			26			3			(18		)
Changes in assets and liabilities, net of acquisitions and disposals:
Trade accounts receivable, net	108			(169		)	199			234
Inventory	96			920			250			65
Accounts payable	(251		)	(217		)	(403		)	(137		)
Employee compensation and benefits	(53		)	(51		)	(376		)	(181		)
Contributions to defined benefit pension plans							(129		)	(6		)
Other current assets and current liabilities	(391		)	86			284			(237		)
Other long-term assets and long-term liabilities	(101		)	(21		)	(371		)	(94		)
Net cash provided by operating activities	2,936			1,096			1,685			1,353
Cash flows from investing activities:
Purchases of property, plant and equipment	(581		)	(298		)
Purchases of investments	(200		)	(59		)
Acquisitions of businesses, net of cash acquired	(37		)	(10,035		)	(4,786		)	—
Proceeds from sales of businesses	10			68			782			10
Proceeds from sales and maturities of investments	—			32
Purchases of property, plant and equipment							(220		)	(325		)
Proceeds from disposals of property, plant and equipment							237			—
Purchases of investments							(244		)	—
Other	(4		)	—			4			(4		)
Net cash used in investing activities	(812		)	(10,292		)	(4,227		)	(319		)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	13,550			15,926			—			13,446
Debt repayments	(13,668		)	(4,839		)
Payment of assumed debt	—			(1,475		)
Repayment of debt							(856		)	(13,668		)
Payment of debt issuance costs	(127		)	(108		)	—			(3		)
Dividend payments to ordinary shareholders	—			(122		)
Distributions paid to unit holders	(868		)	(204		)	(755		)	(431		)
Issuance of ordinary shares by General Partner	—			72
Capital transactions with General Partner	(254		)	9			31			(29		)
Excess tax benefits from share-based compensation	—			58
Payment of capital lease obligations	(4		)	—			(6		)	—
Net cash provided by (used in) financing activities	(1,371		)	9,317
Other							(3		)	—
Net cash used in financing activities							(1,589		)	(685		)
Net change in cash and cash equivalents	753			121			(4,131		)	349
Cash and cash equivalents at the beginning of period	3,044			1,822			11,017			3,044
Cash and cash equivalents at end of period	$	3,797		$	1,943		$	6,886		$	3,393

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

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 ~~a company~~is organized under the laws of the Republic of ~~Singapore, is the successor to Avago Technologies Limited, or Avago.~~Singapore. 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 ~~currently~~ 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 REUs,~~LP 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 exempted limited partnership agreement,~~Restated Exempted Limited Partnership Agreement, or Partnership Agreement, as amended from time to time, and applicable laws.

We have initiated the process to change the ultimate parent company of Broadcom to a Delaware corporation, or the Redomiciliation, through a 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 referred to herein as Broadcom-Delaware). The Scheme of Arrangement is subject to the approval of the High Court of the Republic of Singapore and our shareholders. In connection with the Redomiciliation, we intend to execute an amendment to the Partnership Agreement pursuant to which all outstanding LP Units will be mandatorily exchanged for shares of common stock of Broadcom-Delaware on a one-for-one basis. See Note 8. “Partners’ Capital” for more information.

The condensed consolidated financial statements and accompanying notes are being presented in a combined report being filed by two separate registrants: Broadcom and the Partnership. The differences in the condensed consolidated financial statements relate to the noncontrolling interest ~~that~~which represents the outstanding ~~Partnership REUs~~LP Units and transactions between Broadcom and the Partnership, which ~~are accounted~~we account for as capital transactions. Refer to Note 7. “Shareholders’ Equity” and Note 8. “Partners’ Capital” for additional information.

Unless stated otherwise or the context otherwise requires, references to “Broadcom,” “we,” “our” and “us” mean Broadcom Limited and its 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 for periods prior to February 1, 2016 relate to Avago, our predecessor, and relate to Broadcom and the Partnership for the periods after February 1, 2016.

Basis of Presentation

We operate on a 52- or 53-week fiscal year ending on the Sunday closest to October ~~31.~~31 in a 52-week year and the first Sunday in November in a 53-week year. Our fiscal year ending November 4, 2018, or fiscal year 2018, is a 53-week fiscal year, with our first fiscal quarter containing 14 weeks. The first quarter of our fiscal year 2018 ended on February 4, 2018, the second quarter ends on May 6, 2018 and the third quarter ends on August 5, 2018. Our fiscal year ended October 29, 2017, or fiscal year 2017, iswas a 52-week fiscal year.

On November 17, 2017, we acquired Brocade Communications Systems, Inc., or Brocade. The ~~first quarter~~unaudited condensed consolidated financial statements include the results of ~~our fiscal year 2017 ended on January 29, 2017,~~operations of Brocade commencing as of the ~~second quarter ended on April 30, 2017 and the third quarter ends on July 30, 2017. Our fiscal year ended October 30, 2016, or fiscal year 2016, was also a 52-week fiscal year.~~acquisition date. See Note 2. “Acquisitions” for additional information.

The accompanying condensed consolidated financial statements of Broadcom and the Partnership include the accounts of Broadcom and the Partnership, respectively, and their subsidiaries, and have been prepared by us in accordance with generally accepted accounting principles in the United States, or GAAP, for interim financial information. The financial information included herein is unaudited, and reflects all adjustments which are, in the opinion of our management, of a normal recurring nature and necessary for a fair statement of the results for the periods presented. The October ~~30, 2016~~29, 2017 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 year ~~2016,~~2017, or 2017 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. All intercompany transactions and balances have been eliminated in 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 ~~(loss)~~ 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 ~~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.~~

~~The~~ operating results for the fiscal quarter ~~and two fiscal quarters~~ ended ~~April 30, 2017~~February 4, 2018 are not necessarily indicative of the results that may be expected for fiscal year ~~2017,~~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 simplifies the accounting for certain aspects of stock-based payments to employees. The standard eliminates (i) the requirement to report excess tax benefits and certain tax deficiencies~~ related to ~~share-based payment transactions as additional paid-in capital and (ii)~~ the ~~requirement that excess~~recognition of income tax ~~benefits be realized before companies can recognize them.~~consequences of an intra-entity transfer of an asset other than inventory. The standard 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 adoption of this guidance resulted in a ~~result~~decrease in current and long-term prepaid tax expense of ~~adoption, we recognized tax benefits of $139~~$67 million and ~~$181~~$199 million, ~~as discrete items for the fiscal quarter and two fiscal quarters ended April 30, 2017,~~ respectively, ~~a $47~~an increase of $252 million ~~cumulative-effect adjustment~~ to ~~reduce~~ our accumulated deficit and a $3decrease of $14 million ~~cumulative-effect adjustment~~ to ~~increase~~ our noncontrolling 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.non-controlling interest.

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 ~~currently~~ evaluating the impact of this guidance will have on our condensed consolidated financial statements.

In ~~August 2015,~~May 2014, the FASB ~~deferred the effective date of the~~issued 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 guidance will be effective for the first quarter of our fiscal year 2019. Early adoption is permitted, but not before the first quarter of our fiscal year 2018.~~ The new standard creates a single source of revenue guidance under GAAP, eliminating industry-specific guidance. The underlying principle of the standard is ~~required~~to recognize revenue when a customer obtains control of promised goods or services at an amount that reflects the consideration that is expected to be ~~applied~~received in exchange for those goods or services. An entity should apply a five-step approach for recognizing revenue as follows: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when, or as, the entity satisfies a performance obligation. The standard also requires increased disclosures including the nature, amount, timing, and uncertainty of revenues and cash flows related to contracts with customers.

The standard allows two methods of adoption: (i) retrospectively to each prior ~~reporting~~ period presented (“full retrospective method”), or (ii) retrospectively with the cumulative effect ~~of initially applying it~~ recognized atin retained earnings as of the date of ~~initial application. In addition, in 2016,~~adoption ("modified retrospective method"). We plan to adopt the ~~FASB issued amendments to clarify~~new standard using the ~~implementation guidance for principal versus agent considerations, identifying performance obligations and~~modified retrospective method at the ~~accounting for licenses~~beginning of ~~intellectual property, and narrow-scope improvements and practical expedients.~~the first quarter of fiscal year 2019. We have ~~not yet selected~~established a ~~transition method~~cross-functional team to assess the potential impact of the new revenue standard and are ~~currently evaluating~~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 ~~this guidance~~the provisions of the new standard, the exact impact of the new standard will be dependent on ~~our condensed consolidated financial statements.~~facts and circumstances at adoption and could vary from quarter to quarter.

2. Acquisitions

Acquisition of ~~Broadcom Corporation~~Brocade

On November 17, 2017, or the Brocade Acquisition Date, we acquired Brocade, or the Brocade Merger. Brocade was a supplier of networking hardware, software and services, including Fibre Channel Storage Area Network, or FC SAN, solutions and Internet Protocol Networking, or IP Networking, solutions. We acquired Brocade to enhance our position as a provider of enterprise storage connectivity solutions, broaden our portfolio for enterprise storage, and to increase our ability to address the evolving needs of our original equipment manufacturer, or OEM, customers. We financed the Brocade Merger with a portion of the net proceeds from the issuance of the 2017 Senior Notes, as defined and discussed in further detail in Note 6. “Borrowings,” as well as cash on hand.

Purchase Consideration



	(In millions)
Cash paid for outstanding Brocade common stock	$	5,298
Cash paid by Broadcom to retire Brocade’s term loan	701
Cash paid for Brocade equity awards	31
Fair value of partially vested assumed equity awards	8
Total purchase consideration	6,038
Less: cash acquired	1,250
Total purchase consideration, net of cash acquired	$	4,788

We 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 employees represents a component of the total consideration as presented above. All vested in-the-money Brocade stock options, 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.

We allocated the purchase price to tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The fair value of identified intangible assets acquired was based on estimates and assumptions made by management at the time of acquisition. As additional information becomes available, such as finalization of the estimated fair value of tax related items, we may further revise our preliminary purchase price allocation during the remainder of the measurement period (which will not exceed 12 months from the Brocade Acquisition Date). Any such revisions or changes may be material.

The following table presents our preliminary allocation of the total purchase price, net of cash acquired:



	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

Goodwill is primarily attributable to the assembled workforce and anticipated synergies and economies of scale expected from the integration of the Brocade business. The synergies include certain cost savings, operating efficiencies, and other strategic benefits projected to be achieved as a result of the Brocade Merger. Goodwill is not 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

business is discussed further in Note 3. “Supplemental Financial Information.” Current assets also included assets held-for-sale for Brocade’s headquarters, which was sold for $224 million during the first quarter of fiscal year 2018, with no resulting gain or loss. We leased back a portion of the campus at market rental rates for six months.

Our results of continuing operations for the fiscal quarter ended ~~May 1, 2016 include $2,327~~February 4, 2018 included $328 million of net revenue attributable to ~~BRCM, which we acquired on February 1, 2016, or the Acquisition Date.~~Brocade. It is impracticable to determine the effect on net income ~~(loss)~~ attributable to ~~BRCM for the periods presented~~Brocade as we ~~immediately~~have integrated ~~BRCM~~a substantial portion of Brocade into our ongoing operations. Transaction costs of ~~$29~~$21 million ~~and $37 million incurred in connection with our acquisition of BRCM, or~~related to the ~~Broadcom~~Brocade Merger ~~are~~were included in selling, general and administrative expense ~~in the condensed consolidated statements of operations~~ for the fiscal quarter ended February 4, 2018.

Intangible Assets



	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

Developed technology relates to products for FC SAN applications. We valued the developed technology using the multi-period excess earnings method under the income approach. This method reflects the present value of the projected cash flows that are expected to be generated by the developed technology less charges representing the contribution of other assets to those cash flows. The economic useful life was determined based on the technology cycle related to each developed technology, as well as the cash flows over the forecast period.

Customer contracts and ~~two fiscal quarters ended May 1, 2016, respectively.~~related relationships represent the fair value of future projected revenue that will be derived from sales of products to existing customers of Brocade. Customer contracts 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.

Trade name relates to the “Brocade” trade name. The fair value was determined by applying the relief-from-royalty 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.

The fair value of in-process research and development, or IPR&D, was determined using the multi-period excess earnings method under the income approach. This method reflects the present value of the projected cash flows that are expected to be generated by the IPR&D, less charges representing the contribution of other assets to those cash 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:



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

The discount rate of 11% was applied to the projected cash flows to reflect the risk related to these IPR&D projects. The discount rate represents a premium of 1% over the weighted-average cost of capital to reflect the higher risk and uncertainty of the cash flows for IPR&D relative to the overall businesses.

Unaudited Pro Forma Information

The following unaudited pro forma financial information presents combined results of operations for each of the periods presented, as if ~~BRCM~~Brocade had been acquired as of the beginning of fiscal year ~~2015.~~2017. The unaudited pro forma financial information for the two fiscal quarters ended May 1, 2016 combined the historical results of Avago for the fiscal quarter ended January 31, 2016 and the historical results of BRCM for the three months ended December 31, 2015, representing BRCM’s previous reporting period prior to the Acquisition Date, and the historical results of Broadcom for the fiscal quarter ended May 1, 2016. The 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, ~~interest expense for the additional indebtedness incurred to complete the acquisition,~~ restructuring charges ~~in connection with~~related to the acquisition and ~~acquisition~~transaction costs. ~~The~~For fiscal year 2017, non-recurring pro forma ~~data are~~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 ~~are~~is not necessarily indicative of ~~the~~our consolidated results of operations of the combined business had the acquisition actually occurred at the beginning of fiscal year ~~2015~~2017 or of the results of our future operations of the combined business. ~~Consequently, actual results will differ from the unaudited pro forma information presented below (in millions, except for per share amounts):~~

Fiscal Quarter Ended Two Fiscal Quarters Ended
May 1,
2016 May 1,
2016
Pro forma net revenue $ 3,538
$ 7,359
Pro forma net loss from continuing operations $ (607 ) $ (459 )
Pro forma net loss $ (645 ) $ (497 )
Pro forma net loss attributable to ordinary shares $ (610 ) $ (470 )
Pro forma net loss per share attributable to ordinary shares - basic and diluted $ (1.56 ) $ (1.20 )



	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

~~Pending Acquisition of Brocade Communications Systems, Inc.~~

On November 2, 2016, we entered into an Agreement and Plan of Merger, or the Brocade Agreement, by and among Broadcom, BRCM, Brocade Communications Systems, Inc., a Delaware corporation, or Brocade, and Bobcat Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of BRCM, or Merger Sub. On December 18, 2016, BRCM assigned all of its rights and obligations under the Brocade Agreement and transferred all of the issued and outstanding capital stock of Merger Sub to LSI Corporation, or LSI. The Brocade Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Brocade with Brocade as the surviving corporation, or the Brocade Acquisition. As a result of the Brocade Acquisition, Brocade will become an indirect subsidiary of Broadcom and the Partnership.

Under the Brocade Agreement, at the effective time of the Brocade Acquisition, 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 cash, without 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.

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 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 performance stock units will be cashed out at the effective time of the Brocade Acquisition.

Consummation of the Brocade Acquisition is subject to the satisfaction or waiver of customary closing conditions, including the expiration or termination of the waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the receipt of regulatory clearance under certain other laws and the absence of certain pending governmental litigation with respect to the transactions contemplated by the Brocade Agreement.

The Brocade Agreement contains certain termination rights for us and Brocade, and further provides that, upon termination of the Brocade Agreement under certain specified circumstances, Brocade will be obligated to pay us a termination fee of $195 million.

~~We currently expect the Brocade Acquisition to close on or about July 31, 2017, subject to the satisfaction of the remaining closing conditions.~~

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

Under the Brocade Agreement, Brocade has agreed to cooperate with us to facilitate the sale, disposition or other transfer of its IP Networking business, including its recently acquired Ruckus Wireless business. The consummation of the Brocade Acquisition is not conditioned on the divestiture of Brocade’s IP Networking business.

On February 22, 2017, we announced our agreement to sell a portion of Brocade’s IP Networking business, including the Ruckus Wireless and ICX Switch businesses, to ARRIS International plc for cash consideration of $800 million, plus the additional cost of unvested assumed employee stock awards. The closing is subject to regulatory approvals in various jurisdictions and other customary closing conditions but does not require shareholder approval by either company and is not subject to any financing conditions. We have also entered into an agreement to sell the data center portion of Brocade’s IP networking business to Extreme Networks, Inc. These transactions are contingent on the closing of the Brocade Acquisition and are currently expected to close within one month following the closing of the Brocade Acquisition.

3. Supplemental Financial Information

Cash Equivalents ~~and Short-Term Investments~~

Cash equivalents included ~~$2,852~~$3,782 million and ~~$1,022~~$6,002 million of time deposits as of ~~April 30, 2017~~February 4, 2018 and October ~~30, 2016,~~29, 2017, respectively. As of ~~April 30,~~February 4, 2018 and October 29, 2017, cash equivalents also included $200 million ~~short-term investments included~~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 ~~original maturities greater than three months but less than one year.~~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

~~Inventory consists of the following (in millions):~~

April 30,
2017 October 30,
2016
Finished goods $ 482
$ 431
Work-in-process 632
596
Raw materials 197
373
Total inventory $ 1,311
$ 1,400

~~Property, Plant and Equipment~~

In connection with our campus rationalization efforts, we entered into an agreement to sell our Irvine campus for $443 million, and we expect the transaction, which is subject to customary closing conditions, to be completed in the third fiscal quarter of 2017. In addition, we will lease back a portion of the campus at market rental rates. We do not expect to recognize a significant gain or loss upon completion of the sale.



	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

~~The following table summarizes activities related to accrued rebates included in other current liabilities on our condensed consolidated balance sheets (in millions):~~

Two Fiscal Quarters Ended
April 30,
2017 May 1,
2016
Beginning balance $ 317
$ 26
Liabilities assumed in acquisitions —
359
Charged as a reduction of revenue 120
223
Reversal of unclaimed rebates (36 ) (3 )
Payments (222 ) (215 )
Ending balance $ 179
$ 390

~~We recorded customer rebates charges of $56 million and $210 million in the fiscal quarter ended April 30, 2017 and May 1, 2016, respectively.~~



	Fiscal Quarter Ended
	February 4, 2018			January 29, 2017

	(In millions)
Beginning balance	$	124		$	317
Charged as a reduction of revenue	39			64
Reversal of unclaimed rebates	(4		)	(19		)
Payments	(80		)	(126		)
Ending balance	$	79		$	236

Other Long-Term Liabilities

~~Other long-term liabilities consist of the following (in millions):~~


	April 30, 2017		October 30, 2016		February 4, 2018		October 29, 2017
Deferred tax liabilities	$	10,239	$	10,287
Unrecognized tax benefits ^(a)	1,080		893

					(In millions)
Deferred tax liabilities ^(a)					$	1,243	$	10,019
Unrecognized tax benefits ^{(a) (b)}					4,212		1,011
Other	60		113		563		242
Total other long-term liabilities	$	11,379	$	11,293	$	6,018	$	11,272

(a) Refer to Note 9. “Income Taxes” for additional information regarding these balances.

(b) Includes accrued interest and penalties.

Discontinued Operations

~~During fiscal year 2016,~~On December 1, 2017, we sold ~~certain BRCM businesses~~Brocade’s IP Networking business to ARRIS International plc, or ARRIS, for ~~aggregate~~ cash ~~proceeds~~consideration of ~~$830 million.~~$800 million, adjusted for closing working capital balances. In connection with ~~these sales,~~this sale, we ~~provided~~indemnified ARRIS for $116 million of potential income tax liabilities. We are providing transitional services ~~to the buyers~~ 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 businesses~~this business and have presented ~~their~~its results in discontinued operations.

The following table summarizes the selected financial information of discontinued ~~operations (in millions):~~operations:

Fiscal Quarter Ended Two Fiscal Quarters Ended
April 30,
2017 May 1,
2016 April 30,
2017 May 1,
2016
Net revenue $ 3
$ 64
$ 5
$ 64

Loss from discontinued operations before income taxes $ (4 ) $ (61 ) $ (9 ) $ (61 )
Benefit from income taxes —
23
—
23
Loss from discontinued operations, net of income taxes $ (4 ) $ (38 ) $ (9 ) $ (38 )



	Fiscal Quarter Ended
	February 4, 2018			January 29, 2017

	(In millions)
Net revenue	$	18		$	2
Loss from discontinued operations	$	(15	)	$	(5	)

Supplemental Cash Flow Information

~~The following table summarizes supplement cash flow information (in millions):~~


									Fiscal Quarter Ended
									February 4, 2018		January 29, 2017
	Fiscal Quarter Ended				Two Fiscal Quarters Ended
	April 30, 2017		May 1, 2016		April 30, 2017		May 1, 2016		(In millions)
Cash paid for interest	$	1	$	65	$	103	$	145	$	232	$	102
Cash paid for income taxes	$	109	$	87	$	206	$	80	$	109	$	97

At ~~April 30, 2017~~February 4, 2018 and October ~~30, 2016,~~29, 2017, we had ~~$103~~$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

~~The following table summarizes changes in goodwill by segment (in millions):~~

Wired Infrastructure Wireless Communications Enterprise Storage Industrial & Other Total
Balance as of October 30, 2016 $ 17,641
$ 5,952
$ 995
$ 144
$ 24,732
Broadcom Merger adjustments (25 ) (7 ) —
—
(32 )
Other 6
—
—
—
6
Balance as of April 30, 2017 $ 17,622
$ 5,945
$ 995
$ 144
$ 24,706



	Wired Infrastructure		Wireless Communications		Enterprise Storage		Industrial & Other		Total

	(In millions)
Balance as of October 29, 2017	$	17,622	$	5,945	$	995	$	144	$	24,706
Brocade Merger	70		—		2,110		—		2,180
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 29, 2017,~~February 4, 2018, we made ~~adjustments to certain tax balances related~~one immaterial acquisition in addition to the ~~Broadcom Merger, resulting in a $32 million decrease in goodwill.~~Brocade Merger.

Intangible Assets

~~Intangible assets consist of the following (in millions):~~


	Gross Carrying Amount		Accumulated Amortization			Net Book Value		Gross Carrying Amount		Accumulated Amortization			Net Book Value
As of April 30, 2017:

								(In millions)
As of February 4, 2018:
Purchased technology	$	12,553	$	(3,049	)	$	9,504	$	15,554	$	(4,533	)	$	11,021
Customer contracts and related relationships	4,240		(2,238		)	2,002		1,792		(716		)	1,076
Trade names	528		(97		)	431		578		(130		)	448
Other	116		(16		)	100		146		(36		)	110
Intangible assets subject to amortization	17,437		(5,400		)	12,037		18,070		(5,415		)	12,655
In-process research and development	979		—			979
IPR&D								516		—			516
Total	$	18,416	$	(5,400	)	$	13,016	$	18,586	$	(5,415	)	$	13,171

As of October 30, 2016:
As of October 29, 2017:
Purchased technology	$	12,182	$	(1,855	)	$	10,327	$	12,724	$	(4,265	)	$	8,459
Customer contracts and related relationships	4,231		(1,377		)	2,854		4,240		(3,100		)	1,140
Trade names	528		(77		)	451		528		(117		)	411
Other	107		(7		)	100		135		(25		)	110
Intangible assets subject to amortization	17,048		(3,316		)	13,732		17,627		(7,507		)	10,120
In-process research and development	1,336		—			1,336
IPR&D								712		—			712
Total	$	18,384	$	(3,316	)	$	15,068	$	18,339	$	(7,507	)	$	10,832

Based on the amount of intangible assets subject to amortization at ~~April 30, 2017,~~February 4, 2018, the expected amortization expense for each of the next five years and thereafter was as ~~follows (in millions):~~follows:


Fiscal Year:			Expected Amortization Expense
2017 (remainder)	$	2,198
2018	2,910
			(In millions)
2018 (remainder)			$	2,492
2019	2,124		2,846
2020	1,754		2,390
2021	1,402		1,893
2022			1,389
Thereafter	1,649		1,645
Total	$	12,037	$	12,655

The weighted-average amortization periods remaining by intangible asset category ~~as of April 30, 2017~~ were as ~~follows (in years):~~follows:



Amortizable intangible assets:		February 4, 2018
		(In years)
Purchased technology		56
Customer contracts and related relationships		36
Trade ~~name~~names		1312
Other		1210

5. Net Income ~~(Loss)~~ 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 REUs~~LP Units are dilutive, net income ~~(loss)~~ attributable to noncontrolling interest by the weighted-average number of Broadcom ordinary shares and potentially dilutive ~~share equivalents~~shares outstanding during the period.

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) ~~for the fiscal quarter and two fiscal quarters ended April 30, 2017.~~. Diluted shares outstanding also ~~include~~included Broadcom ordinary shares issuable upon exchange of the ~~Partnership REUs~~LP Units (refer to Note 8. “Partners’ Capital” for additional information) for ~~all periods presented.~~the fiscal quarter ended January 29, 2017.

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 two fiscal quarters ended May 1, 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~~LP Units was calculated using the if-converted method. The if-converted method assumes that the ~~Partnership REUs~~LP Units were converted at the beginning of the reporting period.

Diluted net income ~~(loss)~~ per share for the fiscal quarter ~~and two fiscal quarters~~ ended ~~May 1, 2016~~February 4, 2018 excluded the potentially dilutive effect of ~~weighted-average outstanding equity awards to acquire 12~~the exchange of LP Units for 22 million ordinary shares ~~in each period~~ as their effect was antidilutive.

The following is a reconciliation of the numerators and denominators of the basic and diluted net income ~~(loss)~~ per share computations for the periods ~~presented (in millions, except per share data):~~presented:


													Fiscal Quarter Ended
	Fiscal Quarter Ended						Two Fiscal Quarters Ended						February 4, 2018			January 29, 2017
	April 30, 2017			May 1, 2016			April 30, 2017			May 1, 2016
Numerator - Basic:													(In millions, except per share data)
Income (loss) from continuing operations	$	468		$	(1,217	)	$	725		$	(840	)
Less: Income (loss) from continuing operations attributable to noncontrolling interest	24			(67		)	37			(67		)
Income (loss) from continuing operations attributable to ordinary shares	$	444		$	(1,150	)	$	688		$	(773	)
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	$	(4	)	$	(38	)	$	(9	)	$	(38	)	(15		)	(5		)
Less: Loss from discontinued operations, net of income taxes, attributable to noncontrolling interest	—			(2		)	—			(2		)	(1		)	—
Loss from discontinued operations, net of income taxes, attributable to ordinary shares	$	(4	)	$	(36	)	$	(9	)	$	(36	)	(14		)	(5		)

Net income (loss) attributable to ordinary shares	$	440		$	(1,186	)	$	679		$	(809	)
Net income attributable to ordinary shares													$	6,230		$	239

Numerator - Diluted:
Income (loss) from continuing operations	$	468		$	(1,217	)	$	725		$	(840	)
Income from continuing operations													$	6,244		$	257
Loss from discontinued operations, net of income taxes	(4		)	(38		)	(9		)	(38		)	(14		)	(5		)
Net income (loss)	$	464		$	(1,255	)	$	716		$	(878	)
Net income													$	6,230		$	252

Denominator:
Weighted-average ordinary shares outstanding - basic 403
392
401
335
Dilutive effect of equity awards 16
—
16
—
Exchange of noncontrolling interest for ordinary shares 23
23
23
11
Weighted-average ordinary shares outstanding - diluted 442
415
440
346

Basic income (loss) per share attributable to ordinary shares:
Income (loss) per share from continuing operations $ 1.10
$ (2.93 ) $ 1.72
$ (2.31 )
Loss per share from discontinued operations, net of income taxes (0.01 ) (0.09 ) (0.03 ) (0.10 )
Net income (loss) per share $ 1.09
$ (3.02 ) $ 1.69
$ (2.41 )

Diluted income (loss) per share attributable to ordinary shares:
Income (loss) per share from continuing operations $ 1.06
$ (2.93 ) $ 1.65
$ (2.43 )
Loss per share from discontinued operations, net of income taxes (0.01 ) (0.09 ) (0.02 ) (0.11 )
Net income (loss) per share $ 1.05
$ (3.02 ) $ 1.63
$ (2.54 )



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

The Partnership

Income ~~(loss)~~ per unit for the Partnership is not required to be presented as its Common Units and ~~Partnership REUs~~LP Units are not publicly traded.

6. Borrowings



	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

Senior Notes and Assumed Senior Notes

~~On January 19,~~In fiscal year 2017, ~~two Broadcom subsidiaries, BRCM and Broadcom Cayman Finance Limited, or the Co-Issuers,~~we completed the issuance and sale of senior unsecured notes, or the 2017 Senior Notes, in an aggregate principal amount of ~~$13,550~~$17,550 million. ~~Each series of~~Our 2017 Senior Notes isare fully and unconditionally guaranteed, jointly and severally, on an unsecured, unsubordinated basis by Broadcom and the Partnership, ~~and BC Luxembourg S.à r.l., an indirect subsidiary of Broadcom,~~ or Parent Guarantor, collectively the Guarantors, subject to certain release conditions described in the ~~indenture~~indentures governing the 2017 Senior Notes, or the ~~Indenture. The Co-Issuers~~2017 Indentures. Each series of 2017 Senior Notes pays interest semi-annually in cash in arrears on January 15 and July 15 of each year.

We may redeem all or a portion of ~~the~~our 2017 Senior Notes at any time prior to their maturity, subject to a specified make-whole premium as set forth in the ~~Indenture.~~2017 Indentures. In the event of a change of control triggering event, ~~each holder~~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 ~~Indenture~~2017 Indentures also ~~contains~~contain covenants that restrict, among other things, the ability of Broadcom and its subsidiaries to incur ~~additional~~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 ~~Co-Issuers~~Subsidiary Issuers, and the Guarantors, to merge, consolidate or sell all or substantially all of their assets.

The Co-Issuers used the net proceeds, plus cash on hand, to repay all of the term loans outstanding under 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 $107 million of related fees and expenses. In addition, we paid $20 million in related fees and expenses in the fiscal quarter ended April 30, 2017. Each series of Senior Notes pays interest semi-annually in cash in arrears on January 15 and July 15 of each year, beginning on July 15, 2017. The Senior Notes are recorded as long-term debt, net of original issue discount and capitalized debt issuance costs. The discount and debt issuance costs associated with the issuance of the Senior Notes are amortized to interest expense over their respective terms. 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 two fiscal quarters ended April 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 2017 Senior Notes, ~~the Co-Issuers and Guarantors~~we entered into a registration rights ~~agreement~~agreements, pursuant to which ~~they agreed~~we were obligated to use commercially reasonable efforts to file ~~one or more registration statements pursuant to~~with 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~~SEC, and to cause ~~the registration statement~~ to be declared effective, ~~on or before July 13, 2018. If the Co-Issuers and Guarantors do not comply with these obligations~~a registration statement with respect to aan offer to exchange, or the Exchange Offer, each series of ~~the~~2017 Senior Notes ~~they will be subject to interest penalties.~~

~~The following table summarizes details of our Senior Notes:~~

April 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 (122 )
Carrying value of Senior Notes $ 13,428

~~Revolving Credit Facility~~

~~The 2016 Credit Agreement also provides~~ for ~~a revolving credit facility,~~notes that are registered with the SEC, or the ~~2016 Revolving Credit Facility, that permits us to borrow from time to time in an aggregate principal amount~~Registered Notes, with substantially identical terms. On January 9, 2018, we launched the Exchange Offer and on February 21, 2018, substantially all of ~~up to $500 million~~the 2017 Senior Notes were tendered and exchanged for ~~working capital and other corporate purposes, including swingline loans of up to $150 million~~Registered Notes 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 April 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 $8 million and $9 million as of April 30, 2017 and October 30, 2016, respectively, and were included in other long-term assets on the condensed consolidated balance sheets.

Exchange Offer.

We were in compliance with all of the covenants ~~described~~related to the 2017 Senior Notes and senior unsecured notes assumed in the ~~2016 Credit Agreement as of April 30, 2017.~~

~~Assumed Senior Notes~~

~~The following table presents the details of the outstanding long-term debt assumed in~~ connection with ~~the~~ acquisition of BRCM, or the Assumed Senior ~~Notes:~~

Notes, as of February 4, 2018.

April 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

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 ~~April 30, 2017,~~February 4, 2018, the estimated aggregate fair value of the 2017 Senior Notes, the Assumed Senior Notes and ~~Assumed Senior~~the Brocade Convertible Notes was ~~$13,835 million. The fair value of the Senior Notes~~$17,183 million and ~~Assumed Senior Notes is~~was primarily classified as Level 2 as we ~~use~~used quoted prices from less active markets.

Future Principal Payments of Debt

The future scheduled principal payments for the outstanding 2017 Senior Notes, Assumed Senior Notes and ~~Assumed Senior~~Brocade Convertible Notes as of ~~April 30, 2017~~February 4, 2018 were as ~~follows (in millions):~~follows:


Fiscal Year:			Future Scheduled Principal Payments
2017 (remainder)	$	—
2018	117
			(In millions)
2018 (remainder)			$	117
2019	—		—
2020	2,750		2,788
2021	—		750
2022			3,509
Thereafter	10,822		10,563
Total	$	13,689	$	17,727

7. Shareholders’ Equity

Noncontrolling Interest

The Limited Partners held a noncontrolling interest of approximately ~~5.2% and 5.4%~~5% in the Partnership through their ownership of ~~Partnership REUs~~LP Units as of ~~April 30, 2017~~both February 4, 2018 and October ~~30, 2016, respectively.~~29, 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 REUs~~LP 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 REUs in~~LP Units for consideration, ~~for,~~ 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 REU~~LP Unit submitted for repurchase.

During the fiscal quarter ended ~~April 30, 2017, the Partnership exchanged 455,863 Partnership REUs pursuant to exchange notices received. In~~February 4, 2018, in accordance with the terms of the Partnership Agreement, the Partnership ~~satisfied the~~exchanged LP Units, pursuant to exchange notices, ~~by exchanging these Partnership REUs~~ for the same number of newly issued Broadcom ordinary shares valued at ~~$60~~$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 ~~statement~~statements of operations. Pursuant to the terms of the Partnership Agreement, upon the exchange of ~~Partnership REUs,~~LP Units, each such ~~Partnership REU~~LP Unit was cancelled and the Partnership issued the same number of Common Units to the General Partner concurrently with the exchange.

Dividends

~~The following table summarizes dividend information for the periods presented (in millions, except per share data):~~


									Fiscal Quarter Ended
									February 4, 2018		January 29, 2017
	Fiscal Quarter Ended				Two Fiscal Quarters Ended
	April 30, 2017		May 1, 2016		April 30, 2017		May 1, 2016		(In millions, except per share data)
Cash dividends paid per ordinary share	$	1.02	$	0.49	$	2.04	$	0.93	$	1.75	$	1.02
Cash dividends paid to ordinary shareholders	$	414	$	193	$	822	$	315	$	717	$	408

Share-Based Compensation Expense

~~The following table summarizes~~



	Fiscal Quarter Ended
	February 4, 2018		January 29, 2017

	(In millions)
Cost of products sold	$	20	$	14
Research and development	203		141
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 ~~reported in continuing operations~~ related to ~~share-based awards granted to employees and directors for~~discontinued operations recognized during the ~~periods presented (in millions):~~

Fiscal Quarter Ended Two Fiscal Quarters Ended
April 30,
2017 May 1,
2016 April 30,
2017 May 1,
2016
Cost of products sold $ 15
$ 13
$ 29
$ 19
Research and development 150
122
291
150
Selling, general and administrative 51
51
97
74
Total share-based compensation expense $ 216
$ 186
$ 417
$ 243
fiscal quarter ended January 29, 2017.

Equity Incentive Award Plans

A summary of ~~time~~time- and market-based RSU activity ~~under Broadcom’s equity incentive award plans~~ is as ~~follows (in millions, except per share amounts):~~follows:


	Number of RSUs Outstanding		Weighted- Average Grant Date Fair Value Per Share		Number of RSUs Outstanding		Weighted- Average Grant Date Fair Value Per Share
Balance as of October 30, 2016	17		$	130.71

					(In millions, except per share data)
Balance as of October 29, 2017					18		$	163.42
Granted	7		$	203.92	1		$	235.77
Vested	(5	)	$	127.11	—	*	$	131.14
Forfeited	(1	)	$	136.93	—	*	$	141.36
Balance as of April 30, 2017	18		$	160.43
Balance as of February 4, 2018					19		$	170.59

* Represents less than 0.5 million shares.

~~Total grant-date~~The aggregate fair value of time- and market-based RSUs that vested during the ~~two~~ fiscal ~~quarters~~quarter ended ~~April 30, 2017~~February 4, 2018 was ~~$571~~$121 million. Total unrecognized compensation cost related to unvested RSUs as of ~~April 30, 2017~~February 4, 2018 was ~~$2,400~~$2,190 million, which is expected to be recognized over the remaining weighted-average service period of ~~3.3~~2.9 years.

A summary of ~~time~~time- and market-based share option activity ~~under Broadcom’s equity incentive award plans~~ is as ~~follows (in millions, except years and per share amounts):~~follows:

Number of Options
Outstanding

Weighted-
Average
Exercise Price
Per Share

Weighted-
Average
Remaining
Contractual
Life (In years)

Aggregate
Intrinsic
Value
Balance as of October 30, 2016 15
$ 48.77

Exercised (3 ) $ 44.45
$ 390
Cancelled —
* $ 64.37

Balance as of April 30, 2017 12
$ 49.38
3.27 $ 2,045
Fully vested as of April 30, 2017 9
$ 44.67
3.06 $ 1,578
Fully vested and expected to vest as of April 30, 2017 12
$ 49.38
3.27 $ 2,045



	Number of Options Outstanding		Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Life (In years)	Aggregate Intrinsic Value

	(In millions, except years and per share data)
Balance as of October 29, 2017	10		$	49.54
Exercised	—	*	$	44.75		$	163
Cancelled	—	*	$	78.66
Balance as of February 4, 2018	10		$	49.88	2.62	$	1,786
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 ~~April 30, 2017~~February 4, 2018 was ~~$35~~$8 million, which is expected to be recognized over the remaining weighted-average service period of ~~1.1~~0.5 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 REUs in~~LP Units for consideration, ~~for,~~ 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 REU~~LP Unit submitted for repurchase.

During the fiscal quarter ended ~~April 30, 2017, the Partnership exchanged 455,863 Partnership REUs pursuant to exchange notices received. In~~February 4, 2018, in accordance with the terms of the Partnership Agreement, the Partnership ~~satisfied the~~exchanged LP Units, pursuant to exchange notices ~~by exchanging these Partnership REUs~~ for the same number of newly issued Broadcom ordinary shares valued at ~~$60~~$5 million. The issuances of shares were accounted for as a capital contribution by Broadcom to the Partnership. The exchanges of ~~Partnership REUs~~LP Units were recorded as increases to the Common Units balance and ~~a reduction~~reductions to the ~~Partnership REUs~~LP 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 REUs,~~LP Units, each such ~~Partnership REU~~LP 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 ~~directors~~ and ~~other persons who provide services to our subsidiaries~~Broadcom’s non-employee directors under the terms of various Broadcom equity incentive plans. Refer to Note 7. “Shareholders’ Equity” for further details.

Capital Transactions with General Partner

~~The following table summarizes capital transactions with the General Partner for the periods presented (in millions):~~

Fiscal Quarter Ended Two Fiscal Quarters Ended
April 30,
2017 May 1,
2016 April 30,
2017 May 1,
2016
Capital transactions made by General Partner to Partnership $ 89
$ 289
$ 150
$ 289



	Fiscal Quarter Ended
	February 4, 2018		January 29, 2017

	(In millions)
Capital transactions made by General Partner to Partnership	$	42	$	61

Distributions

~~The following table summarizes distributions by the Partnership for the periods presented (in millions, except per Partnership REU):~~


									Fiscal Quarter Ended
									February 4, 2018		January 29, 2017
	Fiscal Quarter Ended				Two Fiscal Quarters Ended
	April 30, 2017		May 1, 2016		April 30, 2017		May 1, 2016		(In millions, except per LP Unit)
Cash distributions paid to General Partner	$	414	$	193	$	822	$	193	$	717	$	408
Cash distributions paid per Partnership REU	$	1.02	$	0.49	$	2.04	$	0.49
Cash distributions paid per LP Unit									$	1.75	$	1.02
Cash distributions paid to Limited Partners	$	23	$	11	$	46	$	11	$	38	$	23

9. Income Taxes

For the fiscal quarter ~~and two fiscal quarters~~ ended ~~April 30, 2017,~~February 4, 2018, our income tax benefit ~~from~~was $5,786 million compared to a provision for income taxes ~~was $103 million and $93 million, respectively, compared to $99 million and $82~~of $10 million for the fiscal quarter ended January 29, 2017. The income tax benefit was principally a result of provisional income tax benefits realized from the enactment of the U.S. Tax Cuts and ~~two fiscal quarters ended May 1, 2016, respectively.~~ Jobs Act, or the 2017 Tax Reform Act, on December 22, 2017, and took into account the net deferred tax liabilities established in connection with the Brocade Merger.

The ~~benefit from income taxes~~2017 Tax Reform Act makes significant changes to the U.S. Internal Revenue Code, including, but not limited to, a decrease in the U.S. corporate tax rate from 35% to 21% effective for tax years beginning after December 31, 2017, ~~fiscal periods~~the transition of U.S international taxation from a worldwide tax system to a participation exemption regime, and a one-time transition tax, or the Transition Tax, on the mandatory deemed repatriation of accumulated non-U.S. earnings of U.S. controlled foreign corporations as of December 31, 2017.

On December 22, 2017, the SEC issued Staff Accounting Bulletin No. 118, or SAB 118, to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the 2017 Tax Reform 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 includes $88 million related to the remeasurement of 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 a reduction of $10,392 million in our federal deferred income tax liabilities on accumulated non-U.S. earnings, partially offset by $2,547 million of federal provisional long-term Transition Tax payable and $2,179 million of unrecognized federal tax benefits related to the Transition 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 earnings, as well as potential correlative adjustments. Any subsequent adjustment to these amounts, which must be completed within 12 months of the enactment of the 2017 Tax Reform Act, 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 ~~item~~benefit from the recognition of ~~$139 million and $181~~$42 million of excess tax benefits ~~from~~on share-based awards that were vested and/or exercised during the fiscal quarter ended January 29, 2017.

Uncertain Tax Positions

The balance of gross unrecognized tax benefits was $4,564 million and ~~two fiscal quarters ended April 30,~~$2,256 million as of February 4, 2018 and October 29, 2017, respectively. ~~The benefit from income taxes in~~Gross unrecognized tax benefits increased by $2,308 million compared to the ~~2016 fiscal periods was~~balance as of October 29, 2017, primarily due to ~~losses from continuing operations, partially offset by discrete expenses, $93~~the recognition of uncertain tax positions related to the Transition Tax and to a 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 preliminary estimates recognized, provided we are within the measurement period and we continue to collect information in order to determine their estimated 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 ~~of which was a result~~and $132 million, respectively.

A portion of our ~~change in assertion on undistributed earnings.~~

~~Uncertain Tax Positions~~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 ~~2011~~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 ~~we may recognize up to $7 million of~~ our existing unrecognized tax benefits ~~within the next 12 months~~may change by up to $250 million as a result of lapses of ~~statute~~statutes of limitations for certain audit ~~periods.~~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.

In the first quarter of fiscal year 2018, we completed the Brocade Merger. The operating results are reported primarily within the enterprise storage segment. See Note 2. “Acquisitions" for additional information.

Our CODM assesses the performance of each segment and allocates resources to ~~each segment~~those segments based on net revenue and operating ~~income~~results and does not evaluate our segments using discrete asset information. Operating ~~income~~results by segment ~~includes~~include items that are directly attributable to each segment. Operating ~~income~~results by segment also ~~includes~~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 ~~headcount,~~revenue, while facilities 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.~~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.

~~The following tables present our net revenue and operating income by reportable segment for the periods presented (in millions):~~


													Fiscal Quarter Ended
													February 4, 2018			January 29, 2017
	Fiscal Quarter Ended						Two Fiscal Quarters Ended
	April 30, 2017			May 1, 2016			April 30, 2017			May 1, 2016			(In millions)
Net revenue:
Wireless communications													$	2,210		$	1,175
Wired infrastructure	$	2,111		$	2,060		$	4,195		$	2,446		1,875			2,084
Wireless communications	1,150			792			2,325			1,370
Enterprise storage	712			525			1,419			1,203			991			707
Industrial & other	217			164			390			293			251			173
Total net revenue	$	4,190		$	3,541		$	8,329		$	5,312		$	5,327		$	4,139

Operating income (loss):
Operating income:
Wireless communications													$	1,059		$	427
Wired infrastructure	$	937		$	819		$	1,870		$	954		787			933
Wireless communications	414			181			841			446
Enterprise storage	382			217			757			526			579			375
Industrial & other	109			91			170			154			142			61
Unallocated expenses	(1,368		)	(2,309		)	(2,658		)	(2,606		)	(1,624		)	(1,290		)
Total operating income (loss)	$	474		$	(1,001	)	$	980		$	(526	)
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 ~~12%~~19% and ~~18%~~17% of our net accounts receivable balance at ~~April 30, 2017~~February 4, 2018 and October ~~30, 2016,~~29, 2017, respectively. During the fiscal ~~quarter and two fiscal~~ quarters ended ~~April 30,~~February 4, 2018 and January 29, 2017, one direct customer represented ~~13%~~18% and ~~14% of our net revenue, respectively. During the fiscal quarter and two fiscal quarters ended May 1, 2016, one direct customer represented 11% and 12%~~15% of our net revenue, respectively. 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 OEMs.

11. Related Party Transactions

During the fiscal ~~quarter and two fiscal~~ quarters ended ~~April 30,~~February 4, 2018 and January 29, 2017, ~~and May 1, 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.

~~The following tables summarize the transactions and balances with these entities for the indicated periods (for the portion of such period that they were considered related) (in millions):~~


									Fiscal Quarter Ended
									February 4, 2018		January 29, 2017
	Fiscal Quarter Ended				Two Fiscal Quarters Ended
	April 30, 2017		May 1, 2016		April 30, 2017		May 1, 2016		(In millions)
Total net revenue	$	71	$	90	$	148	$	129	$	182	$	77
Total costs and expenses, including inventory purchases	$	46	$	24	$	65	$	37	$	36	$	19


					February 4, 2018		October 29, 2017

	April 30, 2017		October 30, 2016		(In millions)
Total receivables	$	23	$	15	$	109	$	31
Total payables	$	11	$	7	$	16	$	12

12. Commitments and Contingencies

Commitments

The following table summarizes contractual obligations and commitments as of ~~April 30, 2017~~February 4, 2018 that materially changed from the end of fiscal ~~2016 (in millions):~~year 2017:


																	Fiscal Year
															Total		2018 (remainder)		2019		2020		2021		2022		Thereafter
			Fiscal Year
	Total		2017 (remainder)		2018		2019		2020		2021		Thereafter		(In millions)
Debt principal, interest and fees	$	16,918	$	221	$	569	$	450	$	3,166	$	383	$	12,129	$	21,373	$	432	$	566	$	3,321	$	1,242	$	3,940	$	11,872
Purchase commitments	$	1,167	$	1,031	$	104	$	31	$	1	$	—	$	—	$	996	$	908	$	69	$	18	$	1	$	—	$	—

Debt Principal, Interest and Fees. Represents principal and interest on borrowings under the 2017 Senior Notes, the Assumed Senior Notes, and ~~Assumed Senior Notes, as well as commitment fees payable under~~ the ~~2016 Credit Agreement.~~Brocade Convertible 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 ~~April 30, 2017,~~February 4, 2018, we are unable to reliably estimate the timing of cash settlement with the respective taxing ~~authority.~~authorities. Therefore, ~~$1,080~~$4,212 million of unrecognized tax benefits and accrued interest classified within other long-term liabilities on our condensed consolidated balance sheet as of ~~April 30, 2017~~February 4, 2018 have been excluded from the contractual obligations table above.

~~There were no other substantial changes to our contractual commitments during the first two 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.~~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

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. ~~We believe these claims are all entirely~~On December 29, 2017, Lead Plaintiff voluntarily dismissed the consolidated action without ~~merit~~prejudice and ~~intend~~withdrew as Lead Plaintiff. On February 16, 2018, Plaintiffs Gross, Chuakay and Jha filed a joint motion for an award of attorneys’ fees. On March 2, 2018, defendants filed a joint opposition to ~~vigorously defend these actions.~~

the motion for attorneys’ fees. The hearing on Plaintiffs Gross, Chuakay and Jha’s motion is set for 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 ~~U.S.~~ 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 ~~U.S.~~ 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 U.S. ITC held the hearing in March 2017, and it is expected to issue the Initial Determination on June 26, 2017.~~

On May 23, 2016, Tessera and Invensas filed a complaint against BRCM in the U.S. District Court for the District of Delaware, Case No. 1-16-cv-00379, alleging infringement of the three patents subject to the ITC Investigation. The complaint ~~seeks~~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 23, 2016, Tessera and Tessera Advanced Technologies, Inc. filed a complaint against BRCM in the U.S. District Court for the District of Delaware, Case No. 1-16-cv-00380, alleging infringement of four patents relating to semiconductor packaging and circuit technologies. On June 19, 2016, the complaint was amended to add three more patents relating to semiconductor packaging technologies for a total of seven patents in this matter. The complaint ~~seeks~~sought compensatory damages in an unspecified amount, as well as an award of reasonable attorneys’ fees, interest, and costs.

On May 23, 2016, Invensas filed a Writ of Summons against Broadcom, BRCM, Broadcom Netherlands B.V. and Broadcom 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~~included distributors EBV Elektronik GmbH, Arrow Central Europe GmbH, and Mouser Electronics Netherlands B.V. The requested relief ~~includes~~included 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~~requested relief ~~includes~~included 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.~~

On 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 ~~seeks~~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 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~~were also at issue in case No. 1-16-cv-00379 pending in Delaware. The complaint ~~seeks~~sought 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~~

~~Since the announcement of the~~On December 18, 2017, Broadcom ~~Merger, 11 putative class action complaints have been filed by~~ and purportedly on behalf of alleged BRCM shareholders. Two putative class action complaints were filed in the United States District Court for the Central District of California, or the U.S. Central District Court, captioned: Wytas, et al. v. McGregor, et al., Case No. 8:15-cv-00979, filed on June 18, 2015; and Yassian, et al. v. McGregor, et al., Case No. 8:15-cv-01303, filed on August 15, 2015, or the Federal Actions. On September 2, 2015, plaintiffs in the Wytas, et al. v. McGregor, et al. matter filed an amended complaint adding claims under the U.S. federal securities laws. One putative class action complaint was filed in the Superior Court of the State of California, County of Santa Clara, captioned Jew v. Broadcom Corp., et al., Case No. 1-15-CV-281353, filed June 2, 2015. Eight putative class action complaints were filed in the Superior Court of the State of California, County of Orange, captioned: Xu v. Broadcom Corp., et al., Case No. 30-2015-00790689-CU-SL-CXC, filed June 1, 2015; Freed v. Broadcom Corp., et al., Case No. 30-2015-00790699-CU-SL-CXC, filed June 1, 2015; N.J. Building Laborers Statewide Pension Fund v. Samueli, et al., Case No. 30-2015-00791484-CU-SL-CXC, filed June 4, 2015; Yiu v. Broadcom Corp., et al., Case No. 30-2015-00791490-CU-SL-CXC, filed June 4, 2015; Yiu, et al. v. Broadcom Corp., et al., Case No. 30-2015-00791762-CU-BT-CXC, filed June 5, 2015; Yassian, et al. v. McGregor, et al., Case No. 30-2015-00793360-CU-SL-CXC, filed June 15, 2015; Seafarers’ Pension Plan v. Samueli, et al., Case No. 30-2015-00794492-CU-SL-CXC, filed June 19, 2015; and Engel v. Broadcom Corp., et al., Case No. 30-2015-00797343-CU-SL-CXC, filed on July 2, 2015 (together with Jew v. Broadcom Corp., et al., the 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 August 14, 2015, the Superior Court of the State of California, County of Orange, issued an order coordinating and consolidating the State Actions, captioned Broadcom Shareholder Cases, JCCP 4834. On September 18, 2015, the U.S. Central District Court consolidated the Federal Actions under the caption In re Broadcom Corporation Stockholder Litigation, Case No. 8:15-cv-00979. On September 25, 2015, the Superior Court of the State of California, County of Orange, stayed the State Actions pending the outcome of the Federal Actions.

~~On October 28, 2015, BRCM supplemented~~ its disclosures, and filed additional proxy materials with the SEC. On November 10, 2015, BRCM shareholders voted to approve the Broadcom Merger. On November 16, 2015, the U.S. Central District Court appointed lead plaintiffs and lead counsel in the Federal Actions.

On January 15, 2016, lead plaintiffs in the Federal Actions filed a Second Amended Consolidated Class Action Complaint, or the Federal 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 February 1, 2016, we completed the acquisition of BRCM.~~

~~On September 23, 2016, the parties~~subsidiaries entered into comprehensive settlement agreements and a ~~Stipulation~~patent license agreement with Tessera and ~~Agreement of Compromise and Settlement, or the Stipulation, which has been filed with the U.S. Central District Court.~~its affiliates resolving all outstanding litigation. Pursuant to the ~~Stipulation, BRCM agreed to confirm certain facts concerning~~agreements between the ~~Broadcom Merger. Additionally, defendants agreed to pay or cause to be paid attorneys’ fees~~parties, the ITC investigation was terminated, 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 provides that the settlement is subject to certain conditions, including final approvalall of the settlement and final certification of a settlement class by the U.S. Central District Court. 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 Actionsother litigations 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.

dismissed.

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 ~~date of any~~Ninth Circuit Court heard oral argument ~~has not been determined~~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.

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.~~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 ~~liability~~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.

13. Restructuring, Impairment and Disposal Charges

Restructuring Charges

InThe following is a summary of significant restructuring expense recognized in continuing operations, primarily operating expenses:

During the ~~second~~fiscal quarter ~~of fiscal year 2016,~~ended February 4, 2018, we began the implementation of cost reduction activities associated with the ~~Broadcom Merger. In connection with the merger, we recognized $22~~Brocade Merger and recorded a charge of $108 million ~~and $64 million of restructuring costs~~ in continuing operations, primarily related to employee termination costs during the fiscal quarter and two fiscal quarters ended April 30, 2017, respectively. During the fiscal quarter and two fiscal quarters ended May 1, 2016, we recognized $297 million and $307 million, respectively, of restructuring costs in continuing operations primarily related to employee termination costs primarily associated with the Broadcom Merger.

costs. Approximately ~~3,200~~950 employees have been terminated from our workforce across all business and functional areas on a global basis as a result of the Brocade Merger.

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 ~~The following table summarizes~~$31 million and $42 million for the ~~significant activities within,~~fiscal quarters ended February 4, 2018, and ~~components of, the restructuring liabilities~~January 29, 2017, respectively. Restructuring costs in continuing operations primarily related to ~~continuing~~lease and ~~discontinued operations during~~other exit costs for the ~~two~~ fiscal ~~quarters~~quarter ended ~~April 30,~~February 4, 2018 and employee termination costs for the fiscal quarter ended January 29, 2017 ~~(in millions):~~.


	Employee Termination Costs			Leases and Other Exit Costs			Total			Employee Termination Costs			Leases and Other Exit Costs			Total
Balance as of October 30, 2016	$	116		$	35		$	151

										(In millions)
Balance as of October 29, 2017										$	28		$	17		$	45
Restructuring charges ^(a)	56			12			68			102			38			140
Utilization	(126		)	(30		)	(156		)	(72		)	(19		)	(91		)
Balance as of April 30, 2017 ^(b)	$	46		$	17		$	63
Balance as of February 4, 2018 ^(b)										$	58		$	36		$	94

(a) ~~Includes $4~~Included $1 million of restructuring expense related to discontinued operations recognized during the ~~two~~ fiscal ~~quarters~~quarter ended ~~April 30, 2017,~~February 4, 2018, which was included in loss from discontinued operations in our condensed consolidated statements of operations.

(b) The majority of the employee termination costs balance is expected to be paid by the ~~third~~second quarter of fiscal year ~~2017.~~2018. The leases and other exit costs balance represents lease obligations that are expected to be paid over their remaining terms through ~~the third quarter of~~ fiscal year ~~2018.~~2025.

Impairment and Disposal Charges

During the fiscal quarter ended February 4, 2018, we recorded impairment and ~~two~~disposal charges of $6 million primarily related to impairments of leasehold improvements. During the fiscal ~~quarters~~quarter ended ~~April 30,~~January 29, 2017, we recorded impairment and disposal charges of ~~$15~~$10 million ~~and $25 million, respectively. These~~primarily related to impairment charges ~~included impairment~~in our wired infrastructure segment for an IPR&D project that was abandoned as a result of ~~property, plant and equipment acquired through~~ the ~~Broadcom Merger and an in-process research and development, or IPR&D, project.~~

~~During the fiscal quarter and two fiscal quarters ended May 1, 2016, we recorded impairment and disposal charges~~integration of ~~$22 million and $44 million, respectively. These charges included impairment of IPR&D projects and losses on the sale of certain fiber optics subsystem manufacturing and related assets.~~BRCM.

14. Condensed Consolidating Financial Information

In 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. The 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”.



	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



	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



	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



	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	252			(494		)	(177		)	676			257
Income (loss) from discontinued operations, net of income taxes	—			(10		)	5			—			(5		)
Net income (loss)	$	252		$	(504	)	$	(172	)	$	676		$	252

Comprehensive income (loss)	$	252		$	(504	)	$	(172	)	$	676		$	252



	Condensed Consolidating Statements of Cash Flows
	Fiscal Quarter Ended
	February 4, 2018
	Parent Guarantor			Subsidiary Issuers			Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals

	(In millions)
Cash flows from operating activities:
Net income	$	6,566		$	11,605		$	12,243		$	(23,848	)	$	6,566
Adjustments to reconcile net income to net cash provided by operating activities	(6,574		)	(11,948		)	(10,207		)	23,848			(4,881		)
Net cash provided by (used in) operating activities	(8		)	(343		)	2,036			—			1,685
Cash flows from investing activities:
Intercompany contributions paid	—			(9,099		)	(2,900		)	11,999			—
Distributions received from subsidiaries	755			—			755			(1,510		)	—
Net change in intercompany loans	28			93			(4,213		)	4,092			—
Acquisitions of businesses, net of cash acquired	—			—			(4,786		)	—			(4,786		)
Proceeds from sales of businesses	—			—			782			—			782
Purchases of property, plant and equipment	—			(65		)	(155		)	—			(220		)
Proceeds from disposals of property, plant and equipment	—			2			235			—			237
Purchases of investments	—			(50		)	(194		)	—			(244		)
Other	—			—			4			—			4
Net cash provided by (used in) investing activities	783			(9,119		)	(10,472		)	14,581			(4,227		)
Cash flows from financing activities:
Intercompany contributions received	—			2,900			9,099			(11,999		)	—
Distributions paid to unit holders	(755		)	(755		)	(755		)	1,510			(755		)
Net intercompany borrowings	(28		)	4,270			(150		)	(4,092		)	—
Repayment of debt	—			—			(856		)	—			(856		)
Capital transactions with General Partner	31			—			—			—			31
Payment of capital lease obligations	—			—			(6		)	—			(6		)
Other	—			—			(3		)	—			(3		)
Net cash provided by (used in) financing activities	(752		)	6,415			7,329			(14,581		)	(1,589		)
Net change in cash and cash equivalents	23			(3,047		)	(1,107		)	—			(4,131		)
Cash and cash equivalents at the beginning of period	7			7,555			3,455			—			11,017
Cash and cash equivalents at end of period	$	30		$	4,508		$	2,348		$	—		$	6,886



	Condensed Consolidating Statements of Cash Flows
	Fiscal Quarter Ended
	January 29, 2017
	Parent Guarantor			Subsidiary Issuers			Non-Guarantor Subsidiaries			Eliminations			Consolidated Totals

	(In millions)
Cash flows from operating activities:
Net income (loss)	$	252		$	(504	)	$	(172	)	$	676		$	252
Adjustments to reconcile net income (loss) to net cash provided by operating activities	(225		)	279			1,723			(676		)	1,101
Net cash provided by (used in) operating activities	27			(225		)	1,551			—			1,353
Cash flows from investing activities:
Net change in intercompany loans	410			171			7,693			(8,274		)	—
Proceeds from sale of business	—			—			10			—			10
Purchases of property, plant and equipment	—			(162		)	(163		)	—			(325		)
Other	—			—			(4		)	—			(4		)
Net cash provided by (used in) investing activities	410			9			7,536			(8,274		)	(319		)
Cash flows from financing activities:
Distributions paid to unit holders	(431		)	—			—			—			(431		)
Net intercompany borrowings	30			(6,867		)	(1,437		)	8,274			—
Proceeds from issuance of long-term debt	—			13,446			—			—			13,446
Repayment of debt	—			(5,704		)	(7,964		)	—			(13,668		)
Payment of debt issuance costs	—			(3		)	—			—			(3		)
Capital transactions with General Partner	(29		)	—			—			—			(29		)
Net cash provided by (used in) financing activities	(430		)	872			(9,401		)	8,274			(685		)
Net change in cash and cash equivalents	7			656			(314		)	—			349
Cash and cash equivalents at the beginning of period	—			1,092			1,952			—			3,044
Cash and cash equivalents at end of period	$	7		$	1,748		$	1,638		$	—		$	3,393

15. Subsequent ~~Events~~Event

Cash Dividends/Distribution Declared

On ~~May 31, 2017,~~March 14, 2018, Broadcom’s Board of Directors declared an interim cash dividend of ~~$1.02~~$1.75 per Broadcom ordinary share, payable on ~~June 30, 2017~~March 29, 2018 to shareholders of record at the close of business (Eastern Time) on ~~June 19, 2017,~~March 22, 2018, or the Broadcom Dividend.

As a result of the Broadcom Dividend, and pursuant to the Partnership Agreement, the Partnership will pay a cash distribution in an amount equal to the aggregate amount of the Broadcom Dividend to Broadcom, as General Partner, and a ~~$1.02~~$1.75 distribution per ~~Partnership REU,~~LP Unit, payable on ~~June 30, 2017,~~March 29, 2018, to Limited Partners of record at the close of business (Eastern Time) on ~~June 19, 2017.~~March 22, 2018.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q, or Form 10-Q, and the audited consolidated financial statements and notes thereto and management’s discussion and analysis of financial condition and results of operations for the fiscal year ended October ~~30, 2016,~~29, 2017, or fiscal year ~~2016,~~2017, included in the Annual Report on Form 10-K for fiscal year ~~2016,~~2017, or ~~2016~~2017 Annual Report on Form 10-K. 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 for periods prior to February 1, 2016 relate to Avago Technologies Limited, our predecessor, or Avago, and relate to Broadcom and the Partnership for the periods after February 1, 2016, the date of completion of our acquisition of Broadcom Corporation, or BRCM, and Avago. This Form 10-Q may contain predictions, estimates and other forward-looking statements that involve a number of risks and uncertainties, which are made under the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These forward-looking statements may include projections of financial information; statements about historical results that may suggest trends for our business; statements of the plans, strategies, and objectives of management for future operations; statements of expectation or belief regarding future events (including any acquisitions we may make), technology developments, our products, product sales, expenses, liquidity, cash flow and growth rates, customer concentration and relationships, or enforceability of our intellectual property rights, or IP; and the effects of seasonality on our business. Such statements are based on current expectations, estimates, forecasts and projections of our or industry performance and macroeconomic conditions, based on management’s judgment, beliefs, current trends and market conditions, and involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. We derive most of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Accordingly, we caution you not to place undue reliance on these statements. Important factors that could cause actual results to differ materially from our expectations are disclosed under “Risk Factors” in Part II, Item 1A of this Form 10-Q, and in other documents we file from time to time with the Securities and Exchange Commission, or SEC. All of the forward-looking statements in this Form 10-Q are qualified in their entirety by reference to the factors listed above and those discussed under the heading “Risk Factors” below. We undertake no intent or obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as otherwise required by law.

Overview

We are 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 Cayman L.P., or the Partnership, is an exempted limited partnership formed under the laws of the Cayman ~~Islands in order to effect the business combination between Avago and BRCM.~~Islands. Broadcom is the Partnership’s sole General Partner and ~~currently~~ owns a majority interest (by vote and value) in the Partnership. ~~The acquisition of BRCM, or the Broadcom Merger, closed on February 1, 2016.~~

Recent Developments and Highlights

Highlights during the ~~two~~ fiscal ~~quarters~~quarter ended ~~April 30, 2017~~February 4, 2018 include the following:

•Our cash and cash equivalents were $~~4,254~~7,076 million at ~~April 30, 2017~~February 4, 2018~~, compared~~. This compares with $~~3,097~~11,204 million at October ~~30, 2016~~29, 2017, which included net proceeds of $3,980 million from the issuance of senior unsecured notes in October 2017 used to fund the Brocade Merger, as defined below.

•On November 17, 2017, or the Brocade Acquisition Date, we completed the acquisition of Brocade Communications Systems, Inc., or Brocade, for aggregate consideration of approximately $6.0 billion.

• We had a $5,786 million benefit from incomes taxes primarily due to provisional income tax benefits realized from the enactment of the U.S. Tax Cuts and Jobs Act on December 22, 2017, or the 2017 Tax Reform Act.

•We generated $~~2,936~~1,685 million of cash from ~~operations during the~~ ~~two fiscal quarters~~ ~~ended~~ ~~April 30, 2017~~.operations.

•Broadcom paid aggregate cash dividends on its ordinary shares of $~~822~~717 million, and the Partnership made aggregate distributions of $4638 million on its ~~restricted~~ exchangeable limited partnership units, or ~~Partnership REUs, during the~~ LP Units.

•~~two~~Our fiscal ~~quarters~~year ending November 4, 2018, or fiscal year 2018, is a 53-week fiscal year, with our first fiscal quarter ~~ended~~ ~~April 30, 2017~~.

containing 14 weeks compared to 13 weeks in the first fiscal quarter ended January 29, 2017. The additional week in the first fiscal quarter of 2018 resulted in higher net revenue, gross margin dollars, research and development expense, and selling general and administrative expense compared to the first fiscal quarter of 2017.

Redomiciliation to the United States from Singapore

~~On January 19, 2017, two~~We have initiated the process to change the ultimate parent company of Broadcom ~~subsidiaries completed the issuance and sale of senior unsecured notes,~~to a Delaware corporation, or the ~~Senior Notes,~~Redomiciliation, through a statutory procedure known as a scheme of arrangement under Singapore law, or the Scheme of Arrangement, to be implemented pursuant to the implementation agreement by and between us and a newly established Delaware corporation (also named Broadcom Limited and referred to herein as Broadcom-Delaware). The Scheme of Arrangement is subject to approval of the High Court of the Republic of Singapore, or the Singapore High Court, and our shareholders.

Pursuant to the Scheme of Arrangement, all issued ordinary shares of Broadcom as of immediately prior to the effective time of the Scheme of Arrangement will be exchanged on a one-for-one basis for newly issued shares of common stock of Broadcom-Delaware, and Broadcom will become a subsidiary of Broadcom-Delaware.

On March 9, 2018, the Singapore High Court approved the convening of a special meeting of Broadcom shareholders to be held on March 23, 2018 and we filed definitive proxy materials with the SEC in connection with this special meeting for the purpose of obtaining shareholder approval of the Scheme of Arrangement.

In connection with the Redomiciliation, we intend to execute an ~~aggregate principal amount~~amendment, or the Mandatory Exchange Amendment, to the Partnership’s Amended and Restated Limited Partnership Agreement, or the Partnership Agreement, pursuant to which, immediately prior to the completion of ~~$13,550 million.~~ 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 of the Partnership, or the 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 ~~net proceeds,~~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.

Broadcom-Delaware has entered into a support agreement with Dr. Henry Samueli and Dr. Henry T. Nicholas III, acting on behalf of themselves and certain investment funds affiliated with each of them, who together ~~with cash on hand, were used to repay all~~hold a significant majority of the outstanding ~~term loans under~~LP Units, pursuant to which they have agreed to provide a sufficient number of consents to constitute approval of the Mandatory Exchange Amendment.

Following the Redomiciliation, we expect the cash tax costs and overall effective cash tax rate of Broadcom (which we define as cash tax costs as a percentage of non-GAAP income before tax) to increase due to the enactment of the 2017 Tax Reform Act and Broadcom-Delaware becoming the ultimate parent company of Broadcom. Although there is significant uncertainty as to how the 2017 Tax Reform Act will be implemented, we presently expect that our ~~guaranteed, collateralized credit agreement entered into on February 1, 2016, or~~overall effective cash tax rate following the ~~2016 Credit Agreement,~~Redomiciliation will be in the ~~aggregate~~range of 9-11%. Due to the significant uncertainty, we do not believe it is practicable to reconcile the foregoing amount to an effective tax rate under GAAP (as defined below).

Assuming the Scheme of ~~$13,555 million. As~~Arrangement is approved by the requisite Broadcom shareholders and by the Singapore High Court and the other conditions to the consummation of the Scheme of Arrangement are satisfied, we expect to complete the Redomiciliation after the close of trading on The Nasdaq Stock Market on April 4, 2018. The Redomiciliation is expected to be tax-free to our shareholders. If we do not complete the Redomiciliation within one year from November 17, 2017, we agreed to initiate a ~~result, during~~ ~~two fiscal quarters~~ ~~ended~~ ~~April 30, 2017, we wrote-off~~ ~~$159 million~~ ~~of debt issuance costs, which were included in loss on extinguishment of debt in~~process to separate and divest the ~~condensed consolidated statements of operations.~~

Brocade Fibre Channel Storage Area Network, or FC SAN, business.

Acquisition & Divestitures

~~Pending~~ Acquisition of Brocade ~~Communications Systems, Inc.~~

On ~~November 2, 2016, we entered into an Agreement and Plan of Merger, or~~ the Brocade Agreement, by and among Broadcom, BRCM, Brocade Communications Systems, Inc., a Delaware corporation, or Brocade, and Bobcat Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiaryAcquisition Date, one of BRCM, or Merger Sub. On December 18, 2016, BRCM assigned all of its rights and obligations under the Brocade Agreement and transferred all of the issued and outstanding capital stock of Merger Sub to LSI Corporation. The Brocade Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will mergeour indirect subsidiaries merged with and into Brocade with Brocade as the surviving corporation, or the Brocade ~~Acquisition.~~Merger. As a result of the Brocade ~~Acquisition, Brocade will become an indirect subsidiary of Broadcom and the Partnership.~~

~~Under the Brocade Agreement, at the effective time of the Brocade Acquisition, each issued and outstanding share of Brocade common stock held by~~Merger, Brocade stockholders who dodid not perfect their appraisal rights with respect to the Brocade ~~Acquisition will be converted into the right to receive $12.75~~Merger received, in aggregate, approximately $5,298 million in cash ~~without interest. As~~in exchange for all shares of ~~November 2, 2016,~~Brocade common stock issued and outstanding immediately prior to the effective time of the Brocade ~~Acquisition was valued at approximately $5.5 billion.~~Merger. We ~~intend~~also paid $701 million to ~~finance the transaction with cash on hand from both companies and new debt financing.~~

~~We will also assume certain vested (to the extent not in-the-money) and~~retire Brocade’s term loan. In addition, we assumed all unvested Brocade stock options, restricted stock units, or RSUs, and performance stock units, or PSUs, held by continuing ~~employees and service providers.~~employees. All vested in-the-money Brocade stock options, after giving effect to any acceleration, ~~and all other RSUs and performance stock units will be~~were cashed out ~~at the effective time of~~upon the Brocade ~~Acquisition.~~Merger.

~~Consummation~~

Brocade was a leading supplier of networking hardware, software and services, including FC SAN solutions and Internet Protocol Networking, or IP Networking, solutions. We acquired Brocade to enhance our position as a leading provider of enterprise storage connectivity solutions, broaden our portfolio for enterprise storage, and to increase our ability to address the evolving needs of our original equipment manufacturer, or OEM, customers.

We financed the Brocade ~~Acquisition is subject to~~Merger with the ~~satisfaction or waiver~~net proceeds from the October 2017 issuance of ~~customary closing conditions, including the expiration or termination of the waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976,~~senior unsecured notes, as ~~amended, the receipt of regulatory clearance under certain other laws and the absence of certain pending governmental litigation with respect to the transactions contemplated by the Brocade Agreement.~~well as cash on hand.

~~We currently expect the Brocade Acquisition to close on or about July 31, 2017, subject to the satisfaction of the remaining closing conditions.~~

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

~~Under~~Following the Brocade Agreement, Brocade has agreed to cooperate with us to facilitate the sale, disposition or other transfer of its IP Networking business, including its recently acquired Ruckus Wireless business. The consummation of the Brocade Acquisition is not conditionedMerger, on ~~the divestiture of Brocade’s IP Networking business.~~

~~On February 22,~~December 1, 2017, we ~~announced our agreement to sell a portion of~~sold Brocade’s IP Networking business, including the Ruckus Wireless and ICX Switch businesses, to ARRIS International plc for cash consideration of $800 million, ~~plus~~adjusted for closing working capital balances.

Proposed Acquisition of Qualcomm Incorporated

On November 6, 2017, we announced a proposal to acquire Qualcomm Incorporated, or Qualcomm, for $70 per Qualcomm share. On March 12, 2018, the additional cost of unvested assumed employee stock awards. The closing is subject to regulatory approvals in various jurisdictions and other customary closing conditions but does not require shareholder approval by either company and is not subject to any financing conditions. We have also entered into an agreement to sell the data center portion of Brocade’s IP networking business to Extreme Networks, Inc. These transactions are contingent on the closingPresident of the ~~Brocade Acquisition~~United States issued an order that prohibits our acquisition of Qualcomm. As a result, on March 14, 2018, we announced that we have withdrawn and ~~are currently expected~~terminated our offer to ~~close within one month following the closing of the Brocade Acquisition.~~acquire Qualcomm.

Critical Accounting Estimates

The preparation of financial statements in accordance with generally accepted accounting principles in the United States, or GAAP, requires us 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 financial statements and the reported amounts of revenue and expenses during the reporting period. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Our actual financial results may differ materially and adversely from our estimates. Our critical accounting policies are those that affect our historical financial statements materially and involve difficult, subjective or complex judgments by management. Those policies include revenue recognition, business combinations, valuation of long-lived assets, intangible assets and goodwill, inventory valuation, income taxes, retirement and post-retirement benefit plan assumptions, share-based compensation, and employee bonus programs.

There were no significant changes in our critical accounting policies during the ~~two~~ fiscal ~~quarters~~quarter ended ~~April 30, 2017~~February 4, 2018 compared to those previously disclosed in “Critical Accounting Estimates” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our ~~2016~~2017 Annual Report on Form 10-K.

Results of Operations

Fiscal Quarter ~~and Two Fiscal Quarters~~ Ended ~~April 30, 2017~~February 4, 2018 Compared to Fiscal Quarter ~~and Two Fiscal Quarters~~ Ended ~~May 1, 2016~~

~~The following table sets forth our results of operations for the periods presented:~~

Fiscal Quarter Ended
April 30,
2017 May 1,
2016 April 30,
2017 May 1,
2016
(In millions) (As a percentage of net revenue)
Statements of Operations Data:
Net revenue $ 4,190
$ 3,541
100 % 100 %
Cost of products sold:
Cost of products sold 1,564
1,437
38
40
Purchase accounting effect on inventory 1
828
—
23
Amortization of acquisition-related intangible assets 639
198
15
6
Restructuring charges 10
32
—
1
Total cost of products sold 2,214
2,495
53
70
Gross margin 1,976
1,046
47
30
Research and development 829
787
20
22
Selling, general and administrative 204
238
5
7
Amortization of acquisition-related intangible assets 442
735
10
21
Restructuring, impairment and disposal charges 27
287
1
8
Total operating expenses 1,502
2,047
36
58
Operating income (loss) $ 474
$ (1,001 ) 11 % (28 )%

January 29, 2017


										Fiscal Quarter Ended
	Two Fiscal Quarters Ended									February 4, 2018		January 29, 2017		February 4, 2018		January 29, 2017
	April 30, 2017		May 1, 2016			April 30, 2017		May 1, 2016
	(In millions)					(As a percentage of net revenue)				(In millions)				(As a percentage of net revenue)
Statements of Operations Data:
Net revenue	$	8,329	$	5,312		100	%	100	%	$	5,327	$	4,139	100	%	100	%
Cost of products sold:
Cost of products sold	3,137		2,136			38		40		1,899		1,573		37		38
Purchase accounting effect on inventory	1		828			—		16		70		—		1		—
Amortization of acquisition-related intangible assets	1,198		328			14		6		715		559		13		14
Restructuring charges	16		33			—		1		15		6		—		—
Total cost of products sold	4,352		3,325			52		63		2,699		2,138		51		52
Gross margin	3,977		1,987			48		37		2,628		2,001		49		48
Research and development	1,637		1,054			20		20		925		808		17		19
Selling, general and administrative	405		352			5		6		291		201		6		5
Amortization of acquisition-related intangible assets	882		789			10		15		339		440		6		11
Restructuring, impairment and disposal charges	73		318			1		6		130		46		2		1
Total operating expenses	2,997		2,513			36		47		1,685		1,495		31		36
Operating income (loss)	$	980	$	(526	)	12	%	(10	)%
Operating income										$	943	$	506	18	%	12	%

Net Revenue

Our overall net revenue, as well as the percentage of total net revenue generated by sales in each of our segments, ~~has varied~~varies from quarter to quarter, due largely to fluctuations in end-market demand, including the effects of seasonality, which isare discussed in detail below under “Seasonality”.

Historically, a relatively small number of customers ~~have~~has accounted for a significant portion of our net revenue. Direct sales to Foxconn Technology Group companies (including Hon Hai Precision Industries), together referred to as Foxconn, accounted for ~~13%~~18% and ~~14%~~15% of our net revenue ~~during~~for the ~~fiscal quarter and two~~ fiscal quarters ended ~~April 30,~~February 4, 2018 and January 29, 2017, ~~respectively. Foxconn accounted for 11% and 12% of our net revenue during the fiscal quarter and two fiscal quarters ended May 1, 2016,~~ respectively. We believe our aggregate sales to ~~Apple Inc., when~~ our ~~direct sales to it are combined with our sales to the contract manufacturers that it utilizes (which include Foxconn),~~top five end customers, through all channels, accounted for approximately ~~15%~~48% and 39% of our net revenue for ~~both~~ the ~~fiscal quarter and two~~ fiscal quarters ended ~~April 30,~~February 4, 2018 and January 29, 2017, ~~and May 1, 2016.~~

~~For the fiscal quarter ended April 30, 2017, our top 10 direct customers collectively~~respectively. We believe aggregate sales to Apple, Inc., through all channels, accounted for ~~56%~~over 30% and approximately 20% of our net revenue ~~and included four distributors. For~~for the ~~two~~ fiscal quarters ended ~~April 30,~~February 4, 2018 and January 29, 2017, respectively. We expect to continue to experience significant customer concentration in future periods. The loss of, or significant decrease in demand from, any of our top ~~10 direct~~five end customers ~~collectively accounted for 55%~~could have a material adverse effect on our business, results of ~~our net revenue~~operations and ~~included four distributors.~~financial condition.

From time to time, some of our key customers place large orders or delay orders, causing our quarterly net revenue to fluctuate significantly. This is particularly true in our wireless communications segment as fluctuations may be magnified by the launches of, and seasonal variations in, sales of mobile handsets, as well as changes in the overall economic environment.

In recent years, approximately 50% of our net revenue has come from sales to distributors, ~~original equipment manufacturers, or~~ OEMs and contract manufacturers located in China. However, the ~~end-customers~~end customers for our products, or for the end products into which our products are incorporated, are frequently located in countries other than China. As a result, we believe that a substantially smaller percentage of our net revenue is ultimately dependent on sales of either our product, or our customers’ product incorporating our product, to ~~end-customers~~end customers located in China.

The following tables set forth net revenue by segment for the periods presented:


	Fiscal Quarter Ended								Two Fiscal Quarters Ended								Fiscal Quarter Ended
Net Revenue	April 30, 2017		May 1, 2016		$ Change		% Change		April 30, 2017		May 1, 2016		$ Change		% Change		February 4, 2018		January 29, 2017		$ Change			% Change
	(In millions, except for percentages)
																	(In millions, except for percentages)
Wireless communications																	$	2,210	$	1,175	$	1,035		88	%
Wired infrastructure	$	2,111	$	2,060	$	51	2	%	$	4,195	$	2,446	$	1,749	72	%	1,875		2,084		(209		)	(10	)%
Wireless communications	1,150		792		358		45	%	2,325		1,370		955		70	%
Enterprise storage	712		525		187		36	%	1,419		1,203		216		18	%	991		707		284			40	%
Industrial & other	217		164		53		32	%	390		293		97		33	%	251		173		78			45	%
Total net revenue	$	4,190	$	3,541	$	649	18	%	$	8,329	$	5,312	$	3,017	57	%	$	5,327	$	4,139	$	1,188		29	%


	Fiscal Quarter Ended		Two Fiscal Quarters Ended		Fiscal Quarter Ended
% of Net Revenue	April 30, 2017	May 1, 2016	April 30, 2017	May 1, 2016	February 4, 2018	January 29, 2017
Wireless communications					41%	29%
Wired infrastructure	50%	58%	50%	46%	35	50
Wireless communications	28	22	28	26
Enterprise storage	17	15	17	23	19	17
Industrial & other	5	5	5	5	5	4
Total net revenue	100%	100%	100%	100%	100%	100%

Fiscal quarter ended ~~April 30, 2017~~February 4, 2018 compared to corresponding prior year period. ~~Net revenue from our wired infrastructure segment increased primarily due to an increase in demand for our networking application-specific integrated circuit and optical products.~~ Net revenue from our wireless communications segment increased primarily due to an increase in ~~handset demand and an increase in~~ our wireless content in ~~those handsets.~~handsets, as well as a later new handset ramp with a major customer, which resulted in higher shipments in the quarter, as compared to the corresponding prior year period. Net revenue from our wired infrastructure segment decreased primarily due to a decrease in demand for our broadband and fiber optic products, primarily in the China market, and a decrease in demand for our standard networking products due to timing of customer expenditure cycles and inventory consumption. This decrease was partially offset by an increase in demand for our networking application-specific integrated circuit, or ASIC, products. Net revenue from our enterprise storage segment increased primarily due to contributions from the Brocade FC SAN business and an increase in demand for our server storage connectivity products, partially offset by a decrease in demand for our hard disk drive, or ~~HDD, products and custom solid state drive controller products.~~HDD. Net revenue from our industrial & other segment increased primarily due to an increase in ~~demand for our optocoupler products. Our total net~~IP licensing revenue ~~also included $162 million from development arrangements~~ and ~~sales and licensing of IP, compared to $120 million in the corresponding prior year period, which primarily benefited our wired infrastructure segment.~~

~~Two fiscal quarters ended April 30, 2017 compared to corresponding prior year period.~~ Total net revenue increased primarily due to two quarters of contributions from acquired BRCM products in 2017 compared to one quarter in 2016. Net revenue from our wired infrastructure segment increased primarily due to acquired BRCM products. Net revenue from our wireless communications segment increased primarily due to acquired BRCM products, an increase in handset demand and an increase in our wireless content in those handsets. Net revenue from our enterprise storage segment increased primarily due to an increase in demand for our HDD products and custom solid state drive controller products. Net revenue from our industrial & other segment increased primarily due to an increase in demand for our optocoupler products. Our total net revenue also included $281 million from development arrangements and sales and licensing of IP, compared to $202 million in the corresponding prior year period, which primarily benefited our wired infrastructure segment.

Gross Margin

Gross margin was ~~$1,976~~$2,628 million for the fiscal quarter ended ~~April 30, 2017~~February 4, 2018 compared to ~~$1,046~~$2,001 million for the fiscal quarter ended ~~May 1, 2016.~~January 29, 2017. The $930 million increase was primarily due to an 18% increase in net revenue and an $827 million reduction in purchase accounting effect on inventory, offset by an increase of $441 million in amortization of acquisition-related intangible assets. Gross margin was $3,977 million for the two fiscal quarters ended April 30, 2017 compared to $1,987 million for the two fiscal quarters ended May 1, 2016. The $1,990$627 million increase was primarily due to a ~~57%~~29% increase in net revenue, partially offset by an increase of $156 million in amortization of acquisition-related intangible assets and ~~an $827~~a $70 million ~~reduction~~increase in purchase accounting effect on inventory ~~offset in part by an increase~~as a result of ~~$870 million in amortization of acquisition-related intangible assets.~~

the Brocade Merger. As a percentage of net revenue, gross margin was ~~47%~~relatively flat at 49% and ~~30%~~48% for the fiscal quarters ended ~~April 30,~~February 4, 2018 and January 29, 2017, ~~and May 1, 2016,~~ respectively. As a percentage of net revenue, gross margin was 48% and 37% for the two fiscal quarters ended April 30, 2017 and May 1, 2016, respectively. Gross margin percentages were affected by amortization of acquisition-related intangible assets and purchase accounting effect on inventory, as discussed above.

Research and Development Expense

Research and development expense increased ~~$42~~$117 million, or 5%14%, for the fiscal quarter ended ~~April 30, 2017~~February 4, 2018 compared to the fiscal quarter ended ~~May 1, 2016.~~January 29, 2017. Research and development expense as a percentage of net revenue was ~~20%~~17% for the fiscal quarter ended ~~April 30, 2017~~February 4, 2018 compared to ~~22%~~19% for the fiscal quarter ended May 1, 2016. Research and development expense increased $583 million, or 55%, for the two fiscal quarters ended April 30, 2017 compared to the two fiscal quarters ended May 1, 2016. Research and development expense as a percentage of net revenue was 20% for each of the two fiscal quarters ended April 30, 2017 and May 1, 2016.January 29, 2017. The increase in research and development expense dollars ~~for the fiscal quarter ended April 30, 2017 compared to the corresponding period in the prior year~~ was primarily due to ~~higher~~an increase in share-based compensation ~~expense. The increase in research and development~~ expense ~~dollars for~~as well as the ~~two fiscal quarters ended April 30, 2017 compared to the corresponding period in the prior year was primarily due to the Broadcom Merger and higher share-based compensation expense.~~acquisition of Brocade. Share-based compensation expense was higher in the fiscal ~~year 2017~~quarter ended February 4, 2018 primarily due to ~~integration equity awards granted to employees acquired in the Broadcom Merger, as well as~~ annual employee equity awards granted at higher grant-date fair values.

Selling, General and Administrative Expense

Selling, general and administrative expense ~~decreased $34~~increased $90 million, or ~~14%~~45%, for the fiscal quarter ended ~~April 30, 2017,~~February 4, 2018, compared to the fiscal quarter ended ~~May 1, 2016.~~January 29, 2017. Selling, general and administrative expense as a percentage of net revenue was 6% for the fiscal quarter ended February 4, 2018 compared to 5% for the fiscal quarter ended ~~April 30, 2017 compared to 7% for the fiscal quarter ended May 1, 2016. These decreases were the result of the restructuring actions that we initiated following the Broadcom Merger. Selling,~~January 29, 2017. The increase in selling, general and administrative expense ~~increased $53 million, or 15%, for the two fiscal quarters ended April 30, 2017, compared~~dollars was primarily due to the ~~two fiscal quarters ended May 1, 2016. Selling, general~~acquisition of Brocade,an increase in share-based compensation expense and ~~administrative~~an increase in acquisition-related costs. Share-based compensation expense was higher in the ~~two~~ fiscal ~~quarters~~quarter ended April 30, 2017, as it reflects two quarters of expense resulting from the Broadcom Merger compared to one quarter in the corresponding period of the prior year. Share-based compensation was higher in the two fiscal quarters ended April 30, 2017February 4, 2018 due to ~~integration equity awards granted to employees acquired in the Broadcom Merger, as well as~~ annual employee equity awards granted at higher grant-date fair values.

Amortization of Acquisition-Related Intangible Assets

Amortization of acquisition-related intangible assets recognized in operating expenses was ~~$442~~$339 million and ~~$882~~$440 million for the fiscal ~~quarter and two fiscal~~ quarters ended ~~April 30,~~February 4, 2018 and January 29, 2017, ~~respectively, compared~~respectively. The decrease was primarily due to ~~$735 million and $789 million for~~ the ~~fiscal quarter and two fiscal quarters ended May 1, 2016, respectively. Amortization~~full amortization of ~~acquisition-related~~certain intangible assets ~~for each period, primarily consisted~~acquired in our acquisition of Broadcom Corporation, partially offset by the addition of amortization of ~~the~~ intangible assets acquired in the ~~Broadcom~~Brocade Merger. ~~We expect to incur additional amortization of acquisition-related intangible assets in future periods as a result of any further acquisitions, particularly the pending Brocade Acquisition.~~

Restructuring, Impairment and Disposal Charges

Restructuring, impairment and disposal charges recognized in operating expenses, primarily related to employee termination costs, ~~was $27~~were $130 million and ~~$73~~$46 million for the fiscal ~~quarter and two fiscal~~ quarters ended ~~April 30,~~February 4, 2018 and January 29, 2017, ~~respectively, compared to $287 million and $318 million for the fiscal quarter and two fiscal quarters ended May 1, 2016, respectively~~.respectively. The ~~decrease~~increase was mainly due to ~~a decrease~~an increase in restructuring activities resulting from the Broadcom Merger as these activities were substantially completed. We expect to incur additional restructuring charges in future periods as a result of any further acquisitions, particularly the pending Brocade ~~Acquisition.~~Merger.

Segment Operating Results

The following table sets forth operating income ~~(loss)~~ by segment for the periods presented:


	Fiscal Quarter Ended										Two Fiscal Quarters Ended											Fiscal Quarter Ended
Operating Income (Loss)	April 30, 2017			May 1, 2016			$ Change		% Change		April 30, 2017			May 1, 2016			$ Change			% Change
Operating Income																						February 4, 2018			January 29, 2017			$ Change			% Change
	(In millions, except for percentages)
																						(In millions, except for percentages)
Wireless communications																						$	1,059		$	427		$	632		148	%
Wired infrastructure	$	937		$	819		$	118	14	%	$	1,870		$	954		$	916		96	%	787			933			(146		)	(16	)%
Wireless communications	414			181			233		129	%	841			446			395			89	%
Enterprise storage	382			217			165		76	%	757			526			231			44	%	579			375			204			54	%
Industrial & other	109			91			18		20	%	170			154			16			10	%	142			61			81			133	%
Unallocated expenses	(1,368		)	(2,309		)	941		(41	)%	(2,658		)	(2,606		)	(52		)	2	%	(1,624		)	(1,290		)	(334		)	26	%
Total operating income (loss)	$	474		$	(1,001	)	$	1,475	147	%	$	980		$	(526	)	$	1,506		286	%
Total operating income																						$	943		$	506		$	437		86	%

Fiscal quarter ended ~~April 30, 2017~~February 4, 2018 compared to corresponding prior year period. Operating income from our ~~wired infrastructure segment increased primarily due to contributions from our networking application-specific integrated circuit and optical products. Operating income from~~ wireless communications segment increased primarily due to ~~the increase in~~higher revenue, ~~primarily due to an increase in handset demand and~~largely resulting from an increase in our wireless content in ~~those handsets.~~handsets, as well as a later new handset ramp with a major customer, which resulted in higher shipments in the quarter, and improved gross margin. Operating income from our wired infrastructure segment decreased primarily due to a decrease in demand for our broadband and fiber optic products, primarily in the China market, and a decrease in demand for our standard networking products, partially offset by an increase in demand for networking ASIC products. Operating income from our enterprise storage segment increased due to contributions from the Brocade FC SAN business and an increase in revenue from our server storage connectivity products, partially offset by a decrease in demand for our HDD ~~and custom solid state drive controller~~ products. Operating income from our industrial & other segment increased primarily due to an increase in revenue from our ~~optocoupler products as a result~~licensing of ~~an increase in demand for these products.~~

~~Two fiscal quarters ended April 30, 2017 compared to corresponding prior year period.~~ Operating income from our wired infrastructure segment increased primarily due to contributions from acquired BRCM products included in this segment. Operating income from our wireless communications segment increased primarily due to contributions from acquired BRCM productsIP and the increase in revenue primarily due to an increase in handset demand and an increase in our wireless content in those handsets. Operating income from our enterprise storage segment increased due to contributions from our HDD and custom solid state drive controller products. Operating income from our industrial & other segment increased primarily due to an increase in revenue from our optocoupler products as a result of an increase in demand for these products.

Unallocated expenses include amortization of acquisition-related intangible assets, share-based compensation expense, restructuring, impairment and disposal charges, acquisition-related costs, and other costs that are not used in evaluating the results of, or in allocating resources to, our segments. Unallocated expenses ~~decreased 41%~~increased 26% in the fiscal quarter ended ~~April 30, 2017~~February 4, 2018 compared with the corresponding prior year period, primarily due to ~~reduction~~increases in share-based compensation expense, restructuring, impairment and disposal charges, purchase accounting effect on inventory, ~~primarily associated with the Broadcom Merger. The 2% increase in the two fiscal quarters ended April 30, 2017 compared with the corresponding prior year period was due to an increase in~~ amortization of acquisition-related intangible assets ~~offset by the reduction~~and acquisition-related costs. The increase in ~~purchase accounting effect on inventory. Additionally, share-based compensation expense was higher in fiscal year 2017~~unallocated expenses were primarily due to ~~integration equity awards granted to employees acquired in~~ the ~~Broadcom Merger, as well as annual employee equity awards granted at higher grant-date fair values.~~Brocade Merger.

Non-Operating Income and Expenses

Interest expense. Interest expense was ~~$112~~$183 million and ~~$223~~$111 million for the fiscal ~~quarter and two fiscal~~ quarters ended ~~April 30,~~February 4, 2018 and January 29, 2017, ~~respectively, and $256 million and $340 million, for the fiscal quarter and two fiscal quarters ended May 1, 2016,~~ respectively. The ~~decreases in interest expense were~~increase was primarily due to the ~~absence~~issuance and sale of our senior unsecured notes in ~~fiscal year~~October 2017 ~~of one-time debt-related expenses associated with~~and debt commitment fees related to the ~~financing of the Broadcom~~Brocade Merger.

Loss on extinguishment of debt. Loss on extinguishment of debt was $159 million for the ~~two fiscal quarters ended April 30, 2017, and $53 million for the~~ fiscal quarter ~~and two fiscal quarters~~ ended ~~May 1, 2016.~~January 29, 2017. We issued ~~Senior Notes~~senior unsecured notes in January 2017 to repay all of the term loans outstanding under ~~the 2016 Credit Agreement.~~our guaranteed, collateralized credit agreement dated February 1, 2016. As a result, ~~during the two fiscal quarters ended April 30, 2017,~~ we wrote-off $159 million of debt issuance costs.

Other income, ~~(expense),~~ net. Other income, ~~(expense),~~ net includes interest income, gains (losses) on foreign currency remeasurement and other miscellaneous items. Other income, net was $3$35 million and ~~$34~~$31 million for the fiscal ~~quarter and two fiscal~~ quarters ended ~~April 30,~~February 4, 2018 and January 29, 2017, respectively. Other expense, net was $6 million and $3 million for the fiscal quarter and two fiscal quarters ended May 1, 2016, respectively. Other income for the two fiscal quarters ended April 30, 2017 primarily included a gain on disposal of assets.

~~Benefit from~~Provision for (benefit from) income taxes. For the fiscal quarter ~~and two fiscal quarters~~ ended ~~April 30, 2017, our~~February 4, 2018, we had a benefit from income taxes ~~was $103~~of $5,786 million ~~and $93 million, respectively,~~ compared to ~~$99 million and $82~~a provision for income taxes of $10 million for the fiscal quarter ~~and two fiscal quarters~~ ended ~~May 1, 2016, respectively.~~ January 29, 2017.

The benefit principally resulted from provisional income ~~taxes~~tax benefits realized from the enactment of the 2017 Tax Reform Act, which included $88 million related to the remeasurement of certain deferred tax assets and liabilities, which was based on the tax rates at which they are expected to be reversed in the ~~2017 fiscal periods~~future, and $5,722 million related to a one-time transition tax on the mandatory deemed repatriation of accumulated non-U.S. earnings of U.S. controlled foreign corporations, or the Transition Tax. The benefit related to the Transition Tax was primarily due to a ~~discrete benefit from the recognition~~reduction of ~~$139~~$10,392 million ~~and $181 million of excess~~in our federal deferred income tax benefits from share-based awards that were vested and/or exercised during the fiscal quarter and two fiscal quarters ended April 30, 2017, respectively. The benefit from income taxes in the 2016 fiscal periods was primarily due to losses from continuing operations,liabilities on accumulated non-U.S. earnings, partially offset by ~~discrete expenses, $93~~$2,547 million of ~~which was a result~~federal provisional long-term Transition Tax payable and $2,179 million of ~~our change in assertion on undistributed earnings.~~unrecognized federal tax benefits related to the Transition Tax.

Our provision for (benefit from) income taxes in future periods is likely to change as a result of the impact of internal restructuring and reorganizations, excess tax benefits or tax deficiencies from share-based awards, and changes in tax regulation.

Seasonality

Historically, our net revenue has typically been higher in the second half of the fiscal year than in the first half, primarily due to seasonality in our wireless communications segment. This segment has historically experienced seasonality due to launches of new mobile handsets manufactured by our OEM customers. However, from time to time, typical seasonality and industry cyclicality are overshadowed by other factors such as wider macroeconomic effects, the timing of significant product transitions and launches by large OEMs, particularly in the wireless communications segment. We have a diversified business portfolio and ~~enterprise storage segments. As~~our wired infrastructure segment generally represents the largest portion of our net revenue. We believe that our overall revenue is less susceptible to seasonal variations as a result of the ~~Broadcom Merger, our wired infrastructure segment represents the majority~~diversification of our ~~net revenue, and our~~ business ~~overall is more diversified. As a result, we believe that the impact of typical seasonality in any particular segment on our overall revenue should diminish over time.~~portfolio.

Liquidity and Capital Resources

The following section discusses our principal liquidity and capital resources as well as our principal liquidity requirements and uses of cash. Our cash and cash equivalents are maintained in highly liquid investments with remaining maturities of 90 days or less at the time of purchase. ~~Our short-term investments include time deposits with original maturities greater than 90 days but less than one year.~~ We believe our cash equivalents ~~and short-term investments~~ are liquid and accessible.

Our primary sources of liquidity as of ~~April 30, 2017~~February 4, 2018 consisted of: (i) ~~$4,454~~$7,076 million in cash and cash equivalents and ~~short-term investments,~~ (ii) cash we expect to generate from operations, and (iii) our outstanding revolving credit facility of up to $500 million aggregate principal amount, or the 2016 Revolving Credit Facility, which is committed until February 1, 2021, and substantially all of which was available to be drawn as of April 30, 2017.operations. In addition, we may also generate cash from the sale of assets from time to time.

Our short-term and long-term liquidity requirements primarily arise from: (i) business acquisitions and investments we may make from time to time, ~~including the pending Brocade Acquisition,~~ (ii) working capital requirements, (iii) research and development and capital expenditure needs, (iv) interim cash dividend payments by Broadcom (if and when declared by ~~the Board)~~its Board of Directors), (v) cash distributions by the Partnership (if and when declared by the Partnership’s General Partner), (vi) interest and principal payments related to outstanding indebtedness, and (vii) payment of income taxes, including taxes resulting from the intercompany transfer of ~~IP acquired in the Broadcom Merger, and (viii) funding employee benefit plan obligations.~~IP. Our ability to fund these requirements will depend, in part, on our future cash flows, which are determined by our future operating performance and, therefore, subject to prevailing global macroeconomic conditions and financial, business and other factors, some of which are beyond our control.

We ~~anticipate that~~expect our capital expenditures for fiscal year ~~2017~~2018 will be ~~higher~~somewhat lower than fiscal year ~~2016,~~2017, due primarily to ~~expenditures for~~completion of construction at our Irvine and San Jose ~~campuses, purchases of test manufacturing equipment and spending on equipment to support various research and development projects.~~

Our debt and liquidity needs will also increase as a result of the closing of the Brocade Acquisition. We intend to finance the estimated $5.5 billion of cash consideration needed for that transaction with new debt financing and cash on hand from both companies.campuses.

We believe that our cash and cash equivalents on hand ~~short-term investments~~ and cash flows from operations ~~combined with current borrowing availability under the 2016 Revolving Credit Facility, as well as committed debt funding related to the pending Brocade Acquisition,~~will provide sufficient liquidity ~~after giving effect to the pending Brocade Acquisition,~~ to operate our business and fund our current and assumed obligations for at least the next 12 months.

From time to time, we engage in discussions with third parties regarding potential acquisitions of, or investments in, businesses, technologies and product lines. Any such transaction, or evaluation of potential transactions, could require significant use of our cash and cash equivalents, or require us to increase our borrowings ~~under our 2016 Credit Agreement, or otherwise,~~ to fund ~~the transaction. We could also reduce certain expenditures~~ such ~~as payment of our cash dividend.~~transactions. If we do not have sufficient cash to fund our operations or finance growth opportunities, including acquisitions, or unanticipated capital expenditures, our business and financial condition could suffer. In such circumstances we may also seek to obtain new debt or equity financing. However, we cannot assure you that such additional financing will be available on terms acceptable to us or at all. Our ability to service the senior unsecured notes we issued in January and October 2017 and any other indebtedness we may incur, ~~including the Senior Notes,~~ will depend on our ability to generate cash in the future.

We may also elect to sell additional debt or equity securities ~~or otherwise increase our outstanding indebtedness,~~ for reasons other than those specified above.

Summary and Highlights

Our cash and cash equivalents ~~increased~~decreased by ~~$1,157~~$4,128 million to ~~$4,254~~$7,076 million at ~~April 30, 2017~~February 4, 2018 from ~~$3,097~~$11,204 million at October ~~30, 2016.~~ 29, 2017.

The ~~increase~~decrease was largely due to ~~$2,936~~the following:

•$4,780 million ~~in net cash provided by operating activities, $13,550~~paid to fund the Brocade Merger;

•$856 million payment of ~~gross proceeds from the issuance~~Brocade’s assumed debt;

•$755 million of the Senior Notes and $150 million from the issuance of ordinary shares upon exercises of share options and purchase rights under Broadcom’s employee share purchase plan, partially offset by the repayment of $13,668 million, in aggregate principal amount, of our term loan borrowings under the 2016 Credit Agreement, an aggregate of $868 million in dividend payments by Broadcom and cash distributions by the ~~Partnership, $581~~Partnership;

•$244 million for investment purchases; and

•$220 million in capital ~~expenditures, $200~~expenditures.

The decrease was partially offset by the following:

•$1,685 million in ~~purchases~~net cash provided by operating activities;

•$782 million of ~~investments~~proceeds from sales of businesses;

•$237 million of proceeds from disposals of property, plant and ~~$127~~equipment; and

$34 million ~~payment~~ from ordinary shares issued upon exercises of ~~debt issuance costs related to the Senior Notes.~~share options.

As a result of an amendment to the 2016 Credit Agreement, which became effective upon the issuance of the Senior Notes, amounts borrowed under the 2016 Credit Agreement, including under the 2016 Revolving Credit Facility, ceased to be collateralized and will only be guaranteed by Broadcom, the Partnership, and BC Luxembourg S.à r.l., an indirect subsidiary of Broadcom.

Dividends/Distributions

~~The following table summarizes dividend information~~Dividends paid by Broadcom ~~for the periods presented (in millions, except per share data):~~


									Fiscal Quarter Ended
									February 4, 2018		January 29, 2017
	Fiscal Quarter Ended				Two Fiscal Quarters Ended
	April 30, 2017		May 1, 2016		April 30, 2017		May 1, 2016		(In millions, except per share data)
Cash dividends paid per ordinary share	$	1.02	$	0.49	$	2.04	$	0.93	$	1.75	$	1.02
Cash dividends paid to ordinary shareholders	$	414	$	193	$	822	$	315	$	717	$	408

~~The following table summarizes distributions~~Distributions made by the Partnership ~~for the periods presented (in millions, except per Partnership REU):~~


									Fiscal Quarter Ended
									February 4, 2018		January 29, 2017
	Fiscal Quarter Ended				Two Fiscal Quarters Ended
	April 30, 2017		May 1, 2016		April 30, 2017		May 1, 2016		(in millions, except per LP Unit)
Cash distributions paid to General Partner	$	414	$	193	$	822	$	193	$	717	$	408
Cash distributions paid per Partnership REU	$	1.02	$	0.49	$	2.04	$	0.49
Cash distributions paid per LP Unit									$	1.75	$	1.02
Cash distributions paid to Limited Partners	$	23	$	11	$	46	$	11	$	38	$	23

Cash Flows

~~The following table summarizes our cash flows for the periods presented:~~


							Fiscal Quarter Ended
	Two Fiscal Quarters Ended						February 4, 2018			January 29, 2017
	April 30, 2017			May 1, 2016
	(In millions)						(In millions)
Net cash provided by operating activities	$	2,936		$	1,096		$	1,685		$	1,353
Net cash used in investing activities	(812		)	(10,292		)	(4,227		)	(319		)
Net cash provided by (used in) financing activities	(967		)	9,415
Net cash used in financing activities							(1,586		)	(595		)
Net change in cash and cash equivalents	$	1,157		$	219		$	(4,128	)	$	439

Operating Activities

Cash provided by operating activities represents net income ~~(loss)~~ adjusted for certain non-cash items and changes in assets and liabilities. The ~~$1,840~~$332 million increase in cash provided by operations during the ~~two~~ fiscal ~~quarters~~quarter ended ~~April 30, 2017,~~February 4, 2018, compared to the ~~two~~ fiscal ~~quarters~~quarter ended ~~May 1, 2016,~~January 29, 2017, was due to the impact of net income and adjustments ~~to net income~~ for non-cash

items, offset by changes in assets and liabilities. ~~The~~Net income for the fiscal quarter ended February 4, 2018 reflects an income tax benefit of $5,786 million principally resulting from the enactment of the 2017 Tax Reform Act. This benefit was primarily non-cash and resulted in a significant adjustment to net income and included in the deferred taxes and non-cash taxes line in the condensed consolidated statement of cash flows for the fiscal quarter ended February 4, 2018. Other non-cash adjustments to net income ~~for non-cash items were higher,~~during the fiscal quarter ended February 4, 2018, as compared to the ~~two~~ fiscal ~~quarters~~quarter ended ~~May 1, 2016,~~January 29, 2017, primarily ~~due to increased~~included an increase in share-based compensation and an increase in depreciation and amortization, ~~and share-based compensation due to the full year-to-date impact of the Broadcom Merger~~partially offset by a decrease in ~~fiscal year 2017, as well as~~ the non-cash portion of the debt extinguishment ~~loss resulting from the repayment of our term loans outstanding under our 2016 Credit Agreement.~~

loss.

Investing Activities

Cash used in investing activities consisted primarily of cash used for acquisitions, capital expenditures and investments, offset by proceeds from divestitures. The change in investing cash flows for the ~~two~~ fiscal ~~quarters~~quarter ended ~~April 30, 2017~~February 4, 2018 compared to the ~~two~~ fiscal ~~quarters~~quarter ended ~~May 1, 2016~~January 29, 2017 primarily ~~relates~~related to $4,780 million paid for the Brocade Merger and $244 million purchases of investments in the fiscal quarter ended February 4, 2018, partially offset by a ~~$9,998~~$772 million increase in proceeds from sales of businesses, a $237 million increase in proceeds from asset sales and a $105 million decrease in ~~acquisitions of businesses, a $283 million increase in purchases of property, plant and equipment and a $141 million increase in purchase of investments.~~capital expenditures.

Financing Activities

Broadcom

Cash ~~provided by (used in)~~used in financing activities consisted primarily of ~~the proceeds received from the issuance and sale of the Senior Notes,~~net proceeds and ~~repayment of the term loan borrowings under the 2014 and 2016 Credit Agreements, payment of assumed debt,~~payments related to our long-term-debt, dividend payments by Broadcom, cash distributions by the Partnership, the issuance of ordinary shares pursuant to our employee equity incentive plans and payments of debt issuance costs. The change in financing cash flows for the ~~two~~ fiscal ~~quarters~~quarter ended ~~April 30, 2017~~February 4, 2018 compared to the ~~two~~ fiscal ~~quarters~~quarter ended ~~May 1, 2016~~January 29, 2017 was primarily due to an $856 million payment of debt assumed in the ~~decrease of $9,730 million in net proceeds and payments related to our long-term debt~~Brocade Merger and a ~~$542~~$324 million increase in dividend and distribution payments.

The Partnership

Cash used in financing activities for the Partnership is materially the same as discussed for Broadcom above. The differences are due to capital transactions with the General Partner, which ~~are a result of the~~resulted from capital contributions from Broadcom to the Partnership.

Indebtedness

See ~~“Note~~Note 6. ~~Borrowings”~~“Borrowings” included in Part I, Item 1 of this Form 10-Q.

Contractual Commitments

See ~~“Note~~Note 12. ~~Commitments~~“Commitments and Contingencies” in Part I, Item 1 of this Form 10-Q.

Off-Balance Sheet Arrangements

We had no material off-balance sheet arrangements at ~~April 30, 2017~~February 4, 2018 as defined in Item 303(a)(4)(ii) of Regulation S-K under the Exchange Act.

Indemnifications

See ~~“Note~~Note 12. ~~Commitments~~“Commitments and Contingencies” in Part I, Item 1 of this Form 10-Q.

Accounting Changes and Recent Accounting Standards

For a description of accounting changes and recent accounting standards, including the expected dates of adoption and estimated effects, if any, in our condensed consolidated financial statements, see ~~“Note~~Note 1. ~~Overview,~~“Overview, Basis of Presentation and Significant Accounting Policies” in Part I, Item 1 of this Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in market risk from the information presented in Part II, Item 7A. “Quantitative and Qualitative Disclosures About Market Risk,” in our ~~2016~~2017 Annual Report on Form ~~10-K other than those noted below.~~

~~Interest Rate Risk~~

Our Senior Notes bear interest at fixed rates, and therefore are not subject to interest rate fluctuation risk. The foregoing does not include the effects of any debt we may incur in connection with the Brocade Acquisition, or any amounts we may borrow under the 2016 Revolving Credit Facility.10-K.

Item 4. Controls and Procedures

Broadcom Limited

(a) Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, evaluated the effectiveness of our disclosure controls and procedures as of ~~April 30, 2017.~~February 4, 2018. We maintain disclosure controls and procedures that are intended to ensure that the information required to be disclosed in our Exchange Act filings is properly and timely recorded, processed, summarized and reported. These disclosure controls and procedures are also intended to ensure that information is accumulated and communicated to management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosures. Based on this evaluation, our CEO and CFO concluded that, as of ~~April 30, 2017,~~February 4, 2018, our disclosure controls and procedures were effective at the reasonable assurance level.

In designing and evaluating our disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

(b) Changes in Internal Control over Financial Reporting. There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Broadcom Cayman L.P.

(a) Evaluation of Disclosure Controls and Procedures. An evaluation was conducted under the supervision and with the participation of the management of Broadcom, as General Partner, including the CEO and CFO of Broadcom as authorized representatives in its capacity as the General Partner of the Partnership, of the effectiveness of the Partnership’s disclosure controls and procedures as of ~~April 30, 2017.~~February 4, 2018. We maintain disclosure controls and procedures that are intended to ensure that the information required to be disclosed in our Exchange Act filings is properly and timely recorded, processed, summarized and reported. These disclosure controls and procedures are also intended to ensure that information is accumulated and communicated to the management of Broadcom, as General Partner, including the CEO and CFO of Broadcom, as appropriate to allow timely decisions regarding required disclosures. Based on this evaluation, the management of Broadcom, as General Partner, including the CEO and CFO concluded that, as of ~~April 30, 2017,~~February 4, 2018, our disclosure controls and procedures were effective at the reasonable assurance level.

In designing and evaluating our disclosure controls and procedures, the management of General Partner recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their desired control objectives, and the management of General Partner is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

The information set forth under ~~“Note~~Note 12. ~~Commitments~~“Commitments and Contingencies” included in Part I, Item 1 of this Form 10-Q, is incorporated herein by reference. For an additional discussion of certain risks associated with legal proceedings, see “Risk Factors” immediately below.

Item 1A. Risk Factors

Our business, operations and financial results are subject to various risks and uncertainties, including those described below, that could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our ordinary shares. We review and, where applicable, update our risk factors each quarter. The description set forth below supersedes the description of the risk factors previously disclosed in Part I, Item 1A of our 2016 Annual Report on Form 10-K. The following important factors, among others, could cause our actual results to differ materially from historical results and those expressed in forward-looking statements made by us or on our behalf in filings with the SEC, press releases, communications with investors and oral statements.

Risks Related to Our Business

The majority of our sales come from a small number of customers and a reduction in demand or loss of one or more of our significant customers may adversely affect our business.

We are dependent on a small number of ~~direct~~end customers, OEMs, their respective contract manufacturers, and certain distributors for a majority of our business, revenue and results of operations. For the ~~two~~ fiscal ~~quarters~~quarter ended ~~April 30, 2017, our top 10 direct customers, which included four~~February 4, 2018, sales to distributors ~~collectively~~ accounted for ~~55%~~29% of our net ~~revenue, of which direct~~revenue. Direct sales to Foxconn accounted for 14%. We also believe our aggregate sales to Apple, Inc. when our direct sales to it are combined with our sales to the contract manufacturers that it utilizes (which include Foxconn), accounted for approximately 15%18% of our net revenue for the ~~two~~fiscal quarter ended February 4, 2018. We believe our aggregate sales to our top five end customers, through all channels, accounted for approximately 48% and 39% of our net revenue for the fiscal quarters ended ~~April 30, 2017.~~February 4, 2018 and January 29, 2017, respectively. We believe aggregate sales to Apple, Inc., through all channels, accounted for over 30% and approximately 20% of our net revenue for the fiscal quarters ended February 4, 2018 and January 29, 2017, respectively. This customer concentration increases the risk of quarterly fluctuations in our operating results and our sensitivity to any material, adverse developments experienced by our significant customers.

In addition, our top customers’ purchasing power has, in some cases, given them the ability to make greater demands on us with regard to pricing and contractual terms in general. We expect this trend to continue, which may adversely affect our gross margin on certain products and, should we fail to comply with such terms, might also result in substantial liability that could harm our business, financial ~~conditions~~condition and results of operations.

Moreover, the terms and conditions under which we do business with most of our customers generally do not include commitments by those customers to purchase any specific quantities of products from us. Even in those instances where we enter into an arrangement under which a customer agrees to source an agreed portion of its product needs from us (provided that we are able to meet specified development, supply and quality commitments), the arrangement often includes pricing schedules or methodologies that apply regardless of volume of products purchased, and those customers may not purchase the amount of product we expect. As a result, we may not generate the amount of revenue or the level of profitability we expect under such arrangements. If we do not perform under these arrangements, we could also be liable for significant monetary damages. In addition, we are selling an increasing amount of our products through ~~an increasingly~~a limited number of distributors, which may expose us to additional customer concentration and related credit risks.

The loss of, or any substantial reduction in sales to, any of our major ~~direct or end~~ customers could have a material adverse effect on our business, financial condition and results of operations and cash flows.

Dependence on contract manufacturing and suppliers of critical components within our supply chain may adversely affect our ability to bring products to market, damage our reputation and adversely affect our results of operations.

We operate a primarily outsourced manufacturing business model that principally utilizes third-party wafer foundry and module assembly and test capabilities, referred to as contract manufacturers. Our products require semiconductor wafer manufacturers with state-of-the-art fabrication equipment and techniques, and most of our products are designed to be manufactured in a specific process, typically at one particular fab or foundry, either our own or with a particular contract manufacturer.

We depend on our contract manufacturers to allocate sufficient manufacturing capacity to meet our needs, to produce products of acceptable quality at acceptable yields, and to deliver those products to us on a timely basis. Although we often have long-term contracts with our contract manufacturers, we do not generally have long-term capacity commitments. We obtain substantially all of our manufacturing services on a purchase order basis and our contract manufacturers have no obligation to provide us with any specified minimum quantities of product. Further, from time to time our contract manufacturers will cease to, or will become unable to, manufacture a component for us. As the lead time needed to identify,

qualify and establish reliable production, at acceptable yields, with a new contract manufacturer is typically lengthy, there is

often no readily available alternative source for the ~~wafer~~wafers or other contract manufacturing services we ~~require.~~require, and there may be other constraints on our ability to change contract manufacturers. In addition, qualifying such manufacturers is often expensive, and they may not produce products as cost-effectively as our ~~other~~current suppliers, which would reduce our margins. In any such circumstances, we may be unable us to meet our customer demand and may fail to meet our contractual obligations. This could result in the payment of significant damages by us to our customers, and our net revenue could decline, adversely affecting our business, financial condition and results of operations.

We utilize Taiwan Semiconductor Manufacturing Company Limited, or TSMC, to produce the substantial majority of our semiconductor wafers. TSMC manufactured approximately three-quarters of the wafers manufactured by our contract manufacturers during the ~~two~~ fiscal ~~quarters~~quarter ended ~~April 30, 2017.~~February 4, 2018. Our wafer requirements represent a significant portion of the total production capacity of TSMC. However, TSMC also fabricates wafers for other companies, including certain of our competitors, and could choose to prioritize capacity for other users or reduce or eliminate deliveries to us on short notice, or raise their prices to us, all of which could harm our business, results of operations and gross margin.

Any substantial disruption in TSMC’s supply of wafers to us, or in the other contract manufacturing services that we utilize, as a result of a natural disaster, political unrest, economic instability, equipment failure or other cause, could materially harm our business, customer relationships and results of operations.

We also depend on our third-party contract manufacturers to timely develop new, advanced manufacturing processes, including, in the case of wafer fabrication, transitions to smaller geometry process technologies. If these new processes are not timely developed or we do not have sufficient access to them, we may be unable to maintain or increase our manufacturing efficiency to the same extent as our competitors or deliver products to our customers, which could result in loss of revenue opportunities and damage our relationships with our customers.

We purchase a significant amount of the materials used in our products from a limited number of suppliers.

Our manufacturing processes rely on many materials, including silicon, gallium arsenide and indium phosphide wafers, copper lead frames, precious and rare earth metals, mold compound, ceramic packages and various chemicals and gases. We purchase a significant portion of our semiconductor materials and finished goods used in our products from a few materials providers, some of which are single source suppliers. During the ~~two~~ fiscal ~~quarters~~quarter ended ~~April 30, 2017,~~February 4, 2018, we purchased approximately two-thirds of the materials for our manufacturing processes from five materials providers. Substantially all of our purchases are on a purchase order basis, and we do not generally have long-term contracts with our materials providers. Suppliers may extend lead times, limit supplies or increase prices due to commodity price increases, capacity constraints or other factors, which may lead to interruption of supply or increased demand in the industry. In the event that we cannot timely obtain sufficient quantities of materials or at reasonable prices, the quality of the material deteriorates or we are not able to pass on higher materials or energy costs to our customers, our business, financial condition and results of operations could be adversely impacted.

We may pursue acquisitions, ~~dispositions,~~ investments, ~~and~~ joint ventures and dispositions, which could adversely affect our results of operations.

Our growth strategy includes the acquisition of, and investment in, businesses that offer complementary products, services and technologies, augment our market coverage, or enhance our technological capabilities, such as ~~the pending Brocade Acquisition.~~our acquisition of Brocade. We may also enter into strategic alliances or joint ventures to achieve these goals. We may not be able to identify suitable acquisition, investment, alliance, or joint venture opportunities, or to consummate any such transactions. In addition, our original estimates and assumptions used in assessing any transaction that we make may be inaccurate and we may not realize the expected financial or strategic benefits of any such transaction, including ~~the pending~~our acquisition of Brocade.

Any acquisitions we may undertake ~~including the pending Brocade Acquisition,~~ involve risks and ~~uncertainties.~~uncertainties, such as unexpected delays, challenges and related expenses, and diversion of management’s attention. For example, regulatory approvals required in connection with an acquisition, such as those from the U.S. Department of Justice or the Federal Trade Commission, may take longer than anticipated to obtain, may not be obtained at all or may contain materially burdensome conditions. If any conditions or changes to the structure of an acquisition are required to obtain these regulatory approvals, they may have the effect of jeopardizing or delaying completion of such acquisition or reducing our anticipated benefits of the transaction. If we agree to any material conditions in order to obtain any such approvals or if we fail to comply with any such conditions, our business and results of operations may be adversely affected. For example, if we do not complete the Redomiciliation within one year from the closing, we agreed to initiate a process to separate and divest the Brocade FC SAN business. If we fail to complete an acquisition, our share price could fall to the extent the price reflects an assumption that such acquisition will be completed, and we may have incurred significant unrecoverable costs. Further, the failure to consummate an acquisition may result in negative publicity and ~~negatively~~adversely impact our relationships with our customers, vendors and employees. We may become subject to legal proceedings relating to the acquisition and the integration of acquired businesses may not be successful. The integration of an acquired business involves significant challenges, including, among others: minimizing the disruption of our

business, diversion of management’s attention from daily operations and integrating the personnel of acquired businesses; incurring significant restructuring charges and amortization expense, assuming liabilities and ongoing lawsuits, ~~acquiring~~potential impairment of acquired goodwill and other ~~non-amortization~~ intangible assets, and increasing our expenses and working capital requirements; and implementing our management information systems, operating systems and internal controls over the acquired operations. These difficulties may be complicated by factors such as the size of the business or entity acquired, geographic distances and cultural differences, lack of experience operating in the geographic markets or industry sectors of the acquired business, potential loss of key employees and customers, the potential for deficiencies in

internal controls at the acquired or combined business, performance problems with the acquired business’ technology, exposure to unanticipated liabilities of the acquired business, insufficient revenue to offset increased expenses associated with the acquisition, adverse tax consequences and our potential inability to achieve the growth prospects or synergies expected from any such acquisition.

Failure to manage and successfully integrate the acquisitions we make, or to improve margins of the acquired businesses and products, could materially harm our business, operating results and margins.

Any future acquisitions we make may require significant additional debt or equity financing, which, in the case of debt financing, would increase our leverage and potentially negatively affect our credit ratings, and in the case of an equity or equity-linked financing, would be dilutive to our existing shareholders. Any downgrades in our credit ratings ~~associated with an acquisition~~ could adversely affect our ability to borrow by resulting in more restrictive borrowing ~~terms.~~terms or increased borrowing costs. As a result, we ~~also~~ may be unable to complete acquisitions or other strategic transactions in the future to the same extent as in the past, or at all. These and other factors could harm our ability to achieve anticipated levels of profitability of acquired businesses or realize other anticipated benefits of an acquisition, and could adversely affect our business, financial condition and results of operations.

From time to time, we may also seek to divest or wind down portions of our business, both acquired or otherwise, ~~that are not strategically important,~~ such as the ~~portions of the~~ Brocade IP Networking business, ~~that we do not intend to retain,~~ or we may exit minority investments, each of which could materially affect our cash flows and results of operations. Under the Brocade Agreement, Brocade has agreed to cooperate with us to facilitate the sale, disposition or other transfer of its IP Networking business, including its recently acquired Ruckus Wireless business. The disposition of the Brocade IP Networking business or any otherAny future dispositions we may make ~~may~~could involve risks and uncertainties, including our ability to sell ~~these~~such businesses on terms acceptable to us, or at all. Although we have entered into agreements with third parties to sell portions of the Brocade IP Networking business, including the Ruckus Wireless and ICX Switching businesses, and the data center portion of Brocade’s IP Networking business following the completion of the Brocade Acquisition, there can be no assurance that these or other dispositions will occur in a timely manner, or at all. In addition, any such dispositions could result in disruption to other parts of our business, potential loss of employees or customers, exposure to unanticipated liabilities or result in ongoing obligations and liabilities to us following any such ~~divestiture.~~dispositions. For example, in connection with such dispositions, we often enter into transition services agreements or other strategic relationships, including long-term research and development arrangements, sales arrangements or agree to provide certain indemnities to the purchaser in any such transaction, which may result in additional expense and may adversely affect our financial condition and results of operations. In addition, dispositions may include the transfer of technology and/or the licensing of certain IP rights to third-party purchasers, which could limit our ability to assert our IP rights against such third-party purchasers.

Failure to adjust our manufacturing and supply chain to accurately meet customers demand could adversely affect our results of operations.

We make significant decisions, including determining the levels of business that we will seek and accept, production schedules, levels of reliance on contract manufacturing and outsourcing, internal ~~fab capacity~~fabrication utilization and other resource requirements, based on our estimates of customer requirements. Factors that can impact our ability to accurately estimate future customer requirements include the short-term nature of many customers’ commitments, our customers’ ability to reschedule, cancel and modify orders with little or no notice and without significant penalty, the accuracy of our customers’ forecasts and the possibility of rapid changes in demand for our customers’ products, as well as seasonal or cyclical trends in their industries or the semiconductor industry.

To ensure availability of our products, particularly for our largest customers, we typically start manufacturing our relevant products based on our customers’ forecasts, which are not binding. As a result, we incur inventory and manufacturing costs in advance of anticipated sales that may never materialize or which may be substantially lower than expected. If actual demand for our products is lower than forecast, we may also experience higher inventory carrying and operating costs and product obsolescence. Because certain of our sales, research and development, and internal manufacturing overhead expenses are relatively fixed, a reduction in customer demand may also decrease our gross margin and operating income.

Conversely, customers often require rapid increases in production on short notice. We may be unable to secure sufficient materials or contract manufacturing capacity to meet such increases in demand. This could damage our customer relationships, reduce revenue growth and margins, subject us to additional liabilities, harm our reputation, and prevent us from taking advantage of opportunities.

We are dependent on a limited number of markets, and dynamics in these markets could negatively impact our business or results of operations.

We operate in a limited number of markets. If demand in these markets declines or grows at a significantly slower pace than expected, our results may be adversely affected. The success of our wired infrastructure segment is primarily dependent

on information technology, or IT, and data center spending, which can vary dramatically from quarter to quarter, consumer

demand for traditional pay-TV services, capital expenditures on the installation of broadband capacity and our ability to transition our products to increasingly smaller line width geometries. Our wireless communications segment is primarily dependent on the mobile handset market, which is characterized by intense competition, rapidly evolving technologies and changing consumer preferences, and our success is dependent on the overall demand for mobile handsets and macroeconomic conditions in general, as well as the relative success of the mobile handsets into which our products are incorporated.

Similar to our wired infrastructure segment, our enterprise storage segment is dependent on data center spending, as well as HDD-related sales. In addition, the shift to cloud-based IT solutions and services, such as hyperscale computing, may adversely affect both our wired infrastructure and enterprise storage segments. We currently sell a substantial portion of our products for use in traditional enterprise data centers. As cloud-based IT solutions become more prevalent, our results of operations will suffer if we are unable to increase sales of our products to cloud-based data center providers.

We are subject to risks associated with our distributors, including product inventory levels and product sell-through.

We sell many of our products through distributors who maintain their own inventory of our products for sale to dealers and ~~end-customers.~~end customers. Sales to distributors accounted for ~~26%~~29% of our net revenue in the ~~two~~ fiscal ~~quarters~~quarter ended ~~April 30, 2017.~~February 4, 2018. If our distributors are unable to sell an adequate amount of their inventory of our products in a given quarter or if they decide to decrease their inventories for any reason, our sales to these distributors and our revenue may decline. We also face the risk that our distributors may increase inventory levels of our products in any particular quarter in excess of future anticipated sales. If such sales do not occur in the time frame anticipated by these distributors for any reason, these distributors may substantially decrease the amount of product they order from us in subsequent periods until their inventory levels realign with end-customer demand, which would harm our business and could adversely affect our revenue in such subsequent periods. We have ~~also~~ streamlined the number of distributors we use, making us increasingly dependent on our remaining distributors, which may exacerbate the foregoing ~~risks.~~

~~We limit distributor return rights~~risks and we allow limited price adjustments on sales to distributors. Price adjustments may be effected by way of credits for future product or by cash payments to the distributor, either in arrears or in advance, using estimates based on historical transactions. These programs may require us to deploy a substantial amount of cash to fund them. As of April 30, 2017, we had an aggregate of approximately $162 million on deposit with various distributors to fund these programs. The timing and mix of payments and credits associated with such price adjustments could change over time, which could adversely affectincrease our ~~cash flows.~~related credit risk.

We do not always have a direct relationship with the ~~end-customers~~end customers of our products sold through distributors. As a result, our products may be used in applications for which they were not necessarily designed or tested, including, for example, medical devices, and they may not perform as anticipated in such applications. In such event, failure of even a small number of parts could result in significant liabilities to us, damage our reputation and harm our business and results of operations.

Our business would be adversely affected by the departure of existing members of our senior management team.

Our success depends, in large part, on the continued contributions of our senior management team, and in particular, the services of Mr. Hock E. Tan, our President and Chief Executive Officer. None of our senior management is bound by written employment contracts. In addition, we do not currently maintain key person life insurance covering our senior management. The loss of any of our senior management could harm our ability to implement our business strategy and respond to the rapidly changing market conditions in which we operate.

Our operating results are subject to substantial quarterly and annual fluctuations.

Our revenue and operating results have fluctuated in the past and are likely to fluctuate in the future. These fluctuations may occur on a quarterly and annual basis and are due to a number of factors, many of which are beyond our control. These factors include, among others:

customer concentration and the gain or loss of significant customers;

the timing of launches by our customers of new products, such as mobile handsets, in which our products are included and changes in end-user demand for the products manufactured and sold by our customers;

changes in our product mix or customer mix and their effect on our gross margin;

the timing of receipt, reduction or cancellation of significant orders by customers;

fluctuations in the levels of component inventories held by our customers;

utilization of our internal manufacturing facilities and fluctuations in manufacturing yields;

our ability to successfully and timely integrate, and realize the benefits of acquisitions we may make and the timing of acquisitions or dispositions of, or making and exiting investments in, other entities, businesses or technologies;

changes in taxation of international businesses, which could increase our overall cash tax costs;

changes in our tax structure or incentive arrangements, ~~or structure,~~ which may adversely affect our net tax expense and our cash flow in any quarter in which such an event occurs;

our ability to develop, introduce and market new products and technologies on a timely basis;

the timing and extent of our non-product revenue, such as product development revenue and royalty and other payments from IP sales and licensing arrangements;

new product announcements and introductions by us or our competitors;

seasonality or other fluctuations in our markets;

~~fluctuations in currency exchange rates;~~IP disputes and associated litigation expense;

timing and amount of research and development and related new product expenditures, and the timing of receipt of any research and development grant monies;

significant warranty claims, including those not covered by our suppliers or our insurers;

availability and cost of raw materials and components from our suppliers;

~~IP disputes and associated litigation expense;~~timing of any regulatory updates, particularly with respect to tax reform;

fluctuations in currency exchange rates;

loss of key personnel or the shortage of available skilled workers; and

the effects of competitive pricing pressures, including decreases in average selling prices of our products.

The foregoing factors are often difficult to predict, and these, as well as other factors, could materially adversely affect our quarterly or annual operating results. In addition, a significant amount of our operating expenses are relatively fixed in nature due to our significant sales, research and development and internal manufacturing overhead costs. Any failure to adjust spending quickly enough to compensate for a revenue shortfall could magnify the adverse impact of such revenue shortfall on our results of operations. As a result, we believe that quarter-to-quarter comparisons of our revenue and operating results may not be meaningful or a reliable indicator of our future performance. If our operating results in one or more future quarters fail to meet the expectations of securities analysts or investors, an immediate and significant decline in the trading price of our ordinary shares may occur.

~~Our business would be adversely affected by the departure of existing members of oursenior management team.~~

Our success depends, in large part, on the continued contributions of our senior management team, and in particular, the services of Mr. Hock E. Tan, our President and Chief Executive Officer. Although we sometimes provide certain retention-based incentives to certain executives, none of our senior management is bound by written employment contracts to remain with us for a specified period. In addition, we do not currently maintain key person life insurance covering our senior management. The loss of any of our senior management could harm our ability to implement our business strategy and respond to the rapidly changing market conditions in which we operate.

If we are unable to attract and retain qualified personnel, especially our design and technical personnel, we may not be able to execute our business strategy effectively.

Our future success depends on our ability to retain, attract and motivate qualified personnel. We also seek to acquire talented engineering and technical personnel through acquisitions we may make from time to time or otherwise. We have historically encountered some difficulties in hiring and retaining qualified engineers, particularly in Silicon Valley and Southeast Asia where qualified engineers are in high demand. In addition, our employees, including employees whom we have retained as a result of an acquisition, may decide not to continue working for us and may leave with little or no notice. As the source of our technological and product innovations, our design and technical personnel represent a significant asset. Any inability to retain, attract or motivate such personnel could have a material adverse effect on our business, financial condition and results of operations.

Adverse global economic conditions could have a negative effect on our business, results of operations and financial condition and liquidity.

Adverse global economic conditions have from time to time caused or exacerbated significant slowdowns in the semiconductor industry generally, as well as in our target markets, which have adversely affected our business and results of operations. In recent periods, investor and customer concerns about the global economic outlook have adversely affected market and business conditions in general. Macroeconomic weakness and uncertainty also make it more difficult for us to accurately forecast revenue, gross margin and expenses. Sustained uncertainty about, or worsening of, current global economic conditions may cause our customers and consumers to reduce or delay spending, could lead to the insolvency of key suppliers and customers, and could intensify pricing pressures. Any or all of these factors could negatively affect demand for our products and our business, financial condition and result of operations.

We operate in the highly cyclical semiconductor industry, which is subject to significant downturns.

changes in revenue mix and accelerated erosion of average selling prices, resulting in an adverse effect on our business, financial condition and results of operations. We expect our business to continue to be subject to cyclical downturns even when overall economic conditions are relatively stable. If we cannot offset industry or market downturns, our net revenue may decline and our financial condition and results of operations may suffer.

The proposed Redomiciliation will likely increase our cash tax cost.

We have initiated the process to change the ultimate parent company of Broadcom to a Delaware corporation. The U.S. corporate income tax regime (including applicable statutory tax rates) changed significantly due to the enactment of the 2017 Tax Reform Act. Although there is significant uncertainty as to how the 2017 Tax Reform Act will be implemented, following the Redomiciliation, we expect the cash tax costs and overall effective cash tax rate of Broadcom (which we define as cash tax costs as a percentage of non-GAAP income before tax) to increase due to Broadcom-Delaware becoming the ultimate parent company of Broadcom. We presently expect that our overall effective cash tax rate following the Redomiciliation will be in the range of 9-11%. Due to the significant uncertainty, we do not believe it is practicable to reconcile the foregoing amount to an effective tax rate under GAAP.

We also expect to incur additional cash tax costs as a result of the 2017 Tax Reform Act that would apply irrespective of the Redomiciliation. Based on our initial analysis, we believe the 2017 Tax Reform Act will result in a Transition Tax of between $1.6 billion and $2.6 billion, without taking into account available deductions and credits. The amount and timing of installment payments of the Transition Tax depends, in part, on when the Redomiciliation becomes effective. However, this tax liability will be payable over eight years, with the amount of payments more heavily weighted to the latter years of this period.

Our preliminary estimates of the overall cash tax impact of the Redomiciliation, as well as the amount and timing of installment payments of the Transition Tax, are expected to change as we continue to refine our analysis and as additional guidance becomes available, particularly with respect to the 2017 Tax Reform Act. There is no assurance that the final determination of our income tax liability will not be materially different than what is reflected in our income tax provisions and accruals and in the estimated ranges provide above. Significant judgment is required to determine the recognition and measurement of tax liabilities prescribed in the relevant accounting guidance for uncertainty in income taxes.

If we do not complete the Redomiciliation within one year of the Brocade Merger, we may be required to divest our Brocade SAN business.

In connection with the regulatory approvals relating to the completion of the Brocade Merger, we agreed to initiate a process to separate and divest the Brocade SAN business if we do not complete the Redomiciliation within one year after the Brocade Merger. Any such divestiture could materially and adversely affect our business and results of operations.

The Redomiciliation will result in additional direct and indirect costs, even if it is not completed.

We will incur additional costs as a result of the Redomiciliation, although we do not expect these costs to be material. We expect to incur attorneys’ fees, accountants’ fees, filing and other regulatory fees, mailing expenses, proxy solicitation fees and financial printing expenses in connection with the Redomiciliation, even if it is not approved or completed. The Redomiciliation also may negatively affect us by diverting attention of our management and employees from our operating business during the period of implementation and by increasing other administrative costs and expenses.

Winning business is subject to lengthy, competitive bid selection processes that often require us to incur significant expense, from which we may ultimately generate no revenue.

Our business is dependent on us winning competitive bid selection processes, known as “design wins”. These selection processes are typically lengthy and can require us to dedicate significant development expenditures and scarce engineering resources in pursuit of a single customer opportunity. Failure to obtain a particular design win may prevent us from obtaining design wins in subsequent generations of a particular product. This can result in lost revenue and could weaken our position in future competitive bid selection processes.

Winning a product design does not guarantee sales to a customer or that we will realize as much revenue as anticipated, if ~~any, as anticipated.~~any. A delay or cancellation of a customer’s plans could materially and adversely affect our financial results, as we incur significant expense in the design process and may generate little or no revenue from it. In addition, the timing of design wins is unpredictable and implementing production for a major design win, or multiple design wins occurring at the same time, may strain our resources and those of our contract manufacturers. In such event, we may be forced to dedicate significant additional resources and incur additional, unanticipated costs and expenses. Often customers will only purchase limited numbers of evaluation units from us until they qualify the products and/or the manufacturing line for those products. The qualification process can take significant time and resources and we may not always be able to satisfy customers’

qualification requirements. Delays in qualification or failure to qualify our products may cause a customer to discontinue use of our products and result in a significant loss of revenue. Finally, customers could choose at any time to stop using our products or may fail to successfully market and sell their products, which could reduce demand for our products, and cause us to hold

excess inventory, materially adversely affecting our business, financial condition and results of operations. These risks are exacerbated by the fact that many of our products, and the end products into which our products are incorporated, often have very short life cycles.

Competition in our industry could prevent us from growing our revenue.

The global semiconductor market is highly competitive. We expect competition in the markets in which we participate to continue to increase as existing competitors improve or expand their product offerings. Competition may further increase as companies not currently in direct competition with us may introduce competing products in the future. In addition, the competitive landscape is changing as a result of a trend toward consolidation within the industry, as some of our direct competitors have merged with or been acquired by other competitors while others have begun collaborating with each other. We expect this consolidation trend to continue.

Some of our competitors may have greater resources for manufacturing, distribution, financial, research and development or marketing resources than us. In addition, some of our competitors may also have a greater presence in key markets, a larger customer base or more comprehensive IP portfolio and patent protection than us. We compete with integrated device manufacturers and fabless semiconductor companies, as well as the internal resources of large, integrated OEMs. ~~Our competitors range from large, international companies offering a wide range of semiconductor products to smaller companies specializing in niche markets and new technologies.~~ Because our products are often building block semiconductors, providing functions that in some cases can be integrated into more complex integrated circuits, or ICs, we also face competition from manufacturers of ICs, as well as customers that may develop their own IC products. Our competitors in these markets range from large, international companies offering a wide range of semiconductor products and devices to smaller companies specializing in niche markets and new technologies.

If we are unable to compete successfully, we may lose market share for our products or incur significant reduction in our ~~project~~gross margins, any of which could have a material adverse effect on our business and results of operations.

A prolonged disruption of our manufacturing facilities, research and development facilities or other significant operations, or those of our suppliers, could have a material adverse effect on our business, financial condition and results of operations.

Although we operate a primarily outsourced manufacturing business model, we also rely on our own manufacturing facilities, in particular in Fort Collins, Colorado, Singapore, and Breinigsville, Pennsylvania. We use these internal ~~manufacturing~~fabrication facilities for products utilizing our innovative ~~materials~~ and proprietary processes, to protect our IP, to ~~develop the technology for manufacturing~~accelerate time to market of our products and to ensure supply of certain components. Our Fort Collins and Breinigsville facilities are the sole sources for the ~~FBAR~~film bulk acoustic resonator components used in many of our wireless devices and for the indium phosphide-based wafers used in our fibre optics products, respectively. Many of our facilities, and those of our contract manufacturers and suppliers, are located in California and the Pacific Rim region, which has above average seismic activity and severe weather activity. In addition, our research and development personnel are primarily concentrated in China, India, Israel, Malaysia, Singapore, South Korea, Taiwan, Fort Collins, Colorado, San Jose, California, Southern California and Breinigsville and Allentown, Pennsylvania, with the expertise of the personnel at each such location tending to be focused on one or two specific areas.

A prolonged disruption at one or more of our manufacturing or research facilities for any reason, especially our Fort Collins, Singapore and Breinigsville facilities, or those of our contract manufacturers or suppliers, due to natural- or man-made disasters or other events outside of our control, such as equipment malfunction or widespread outbreaks of acute illness ~~or the failure to maintain our labor force~~ at one or more of these facilities, would limit our capacity to meet customer demands and delay new product development until a replacement facility and equipment, if necessary, were found. Any such event would likely disrupt our operations, delay production, shipments and revenue, result in us being unable to timely satisfy customer demand, expose us to claims by our customers resulting in significant expense to repair or replace our affected facilities, and in some instances could significantly curtail our research and development efforts in a particular product area or target market. As a result, we could forgo revenue opportunities, potentially lose market share, damage our customer relationships and be subject to litigation and additional liabilities, all of which could materially and adversely affect our business. Although we purchase insurance to mitigate certain losses, such insurance often carries a high deductible amount and any such uninsured losses could negatively affect our operating results. In addition, even if we were able to promptly resume production of our affected products, if our customers cannot timely resume their own manufacturing following such an event, they may cancel or scale back their orders from us and this may in turn adversely affect our results of operations. Such events could also result in increased fixed costs relative to the revenue we generate and adversely affect our results of operations.

We may be unable to maintain appropriate manufacturing capacity at our own manufacturing facilities, which could adversely affect our relationships with our customers, and our business, financial condition and results ~~and business condition.~~of operations.

We must maintain appropriate capacity at our own manufacturing facilities to meet anticipated customer demand for our proprietary products. From time to time, this requires us to invest in expansion or improvements of those facilities, which often involves substantial cost and other risks, such as delays in completion. Such expanded manufacturing capacity may still be insufficient, or may not come online soon enough, to meet customer demand ~~customer~~ and we may have to put customers on product allocation, ~~forego~~forgo sales or lose customers as a result. Conversely, if we overestimate customer demand, we would experience excess capacity and fixed costs at these facilities, all of which could adversely affect our results of operations.

~~Adverse global economic conditions could have a negative effect on our business, results of operations and financial condition and liquidity.~~

Adverse global economic conditions have from time to time caused or exacerbated significant slowdowns in the semiconductor industry generally, as well as in our target markets, which have adversely affected our business and results of operations. In recent periods, investor and customer concerns about the global economic outlook, have adversely affected market and business conditions in general. Macroeconomic weakness and uncertainty also make it more difficult for us to accurately forecast revenue, gross margin and expenses. Sustained uncertainty about, or worsening of, current global economic conditions may cause our customers and consumers to reduce or delay spending, could lead to the insolvency of key suppliers and customers, and could intensify pricing pressures. Any or all of these factors could negatively affect demand for our products and our business, financial condition and result of operations.

Any failure of our IT systems or one or more of our corporate infrastructure vendors to provide necessary services could have a material adverse effect on our business.

We depend on various IT systems, including networks, applications, internal IT systems and personnel, and outsourced services for, among other things, financial reporting and product orders and shipments. We rely on third-party vendors to provide critical corporate infrastructure services, including certain services related to accounting, billing, shipping, human resources, benefit plan administration, IT network development and network monitoring. While we may be entitled to damages if our vendors fail to perform under their agreements with us, we may be unable to collect on any award of damages and any award may be insufficient to cover the actual costs we may incur as a result of a vendor’s failure to perform under its agreement with us. Upon expiration or termination of any of our third-party vendor agreements we may not be able to timely replace the vendor on terms and conditions, including service levels and cost, that are favorable to us. In addition, a transition from one vendor to another vendor could subject us to operational delays and inefficiencies until the transition is complete.

Any failure of these internal or third-party systems and services to operate effectively could disrupt our operations and could have a material adverse effect on our business, financial condition and results of operations by harming our ability to accurately forecast sales demand, manage our supply chain and production facilities, fulfill customer orders, and report financial and ~~management~~other information on a timely and accurate basis.

Our gross margin is dependent on a number of factors, including our product mix, price erosion, acquisitions we may make, level of capacity utilization and commodity prices.

Our gross margin is highly dependent on product mix, which is susceptible to seasonal and other fluctuations in our markets. A shift in sales mix away from our higher margin products, as well as the timing and amount of our non-product and IP-related revenue, could adversely affect our future gross margin percentages. Although our non-product revenue is generally high margin, it fluctuates significantly from quarter to quarter. In addition, increased competition and the existence of product alternatives, more complex engineering requirements, lower demand or reductions in our technological lead, compared to our competitors, and other factors may lead to further price erosion, lower revenue and lower margin for us in the future.

Our gross margin may also be adversely affected by expenses related to the acquisitions of businesses, such as amortization of intangible assets and restructuring and impairment charges. Furthermore, businesses or companies that we acquire may have different gross margin profiles than us and could, therefore, also affect our overall gross margin.

In addition, semiconductor manufacturing requires significant capital investment, leading to high fixed costs, including depreciation expense. If we are unable to utilize our owned ~~internal~~ manufacturing facilities at a high level, the fixed costs associated with these facilities, such as depreciation expense, will not be fully absorbed, resulting in higher average unit costs and a lower gross margin. Furthermore, fluctuations in commodity prices, either directly in the price of the raw materials we buy, or as a result of price increases passed on to us by our suppliers, could negatively impact our margins. We do not hedge our exposure to commodity prices, some of which (including gold and fuel prices) are very volatile, and sudden or prolonged increases in commodities prices may adversely affect our gross margin.

The enactment of legislation implementing changes in taxation of international business activities, the adoption of other corporate tax reform policies, or changes in tax legislation or policies could materially impact our financial position and results of operations.

Corporate tax reform, base-erosion efforts and tax transparency continue to be high priorities in many tax jurisdictions where we have business operations. As a result, policies regarding corporate income and other taxes in numerous jurisdictions are under heightened scrutiny and tax reform legislation is being proposed or enacted in a number of jurisdictions. For example, the 2017 Tax Reform Act, adopting broad U.S. corporate income tax reform will, among other things, reduce the U.S. corporate income tax rate, but will impose base-erosion prevention measures on non-U.S. earnings of U.S. entities as well as the Transition Tax on accumulated non-U.S. earnings of U.S. entities. We believe the Transition Tax will be $1.6 billion to $2.6 billion, without taking into account available deductions and credits. The amount and timing of installment payments of the Transition Tax depends, in part, on when the Redomiciliation becomes effective. Our preliminary estimates of the amount of the Transition Tax are expected to change as we continue to refine our analysis and as additional guidance becomes available,

particularly with respect to the 2017 Tax Reform Act. There is no assurance that the final determination of our income tax liability will not be materially different than what is reflected in our income tax provisions and accruals and in the estimated range provide above.

In addition, many countries are beginning to implement legislation and other guidance to align their international tax rules with the Organisation for Economic Co-operation’s Base Erosion and Profit Shifting recommendations and action plan that aim to standardize and modernize global corporate tax policy, including changes to cross-border tax, transfer pricing documentation rules, and nexus-based tax incentive practices. As a result of the heightened scrutiny of corporate taxation policies, prior decisions by tax authorities regarding treatments and positions of corporate income taxes could be subject to enforcement activities, and legislative investigation and inquiry, which could also result in changes in tax policies or prior tax rulings. Any such changes in policies or rulings may also result in the taxes we previously paid being subject to change.

Due to the large scale of our international business activities any substantial changes in international corporate tax policies, enforcement activities or legislative initiatives may materially and adversely affect our business, the amount of taxes we are required to pay and our financial condition and results of operations generally.

If the tax incentive or tax holiday arrangements we have negotiated in Singapore and other jurisdictions change or cease to be in effect or applicable, in part or in whole, for any reason, or if our assumptions and interpretations regarding tax laws and incentive or holiday arrangements prove to be incorrect, the amount of corporate income taxes we have to pay could significantly increase.

Our operations are currently structured to benefit from the various tax incentives and tax holidays extended to us in various jurisdictions to encourage investment or employment. For example, we have obtained tax incentives from the Singapore Economic Development Board, an agency of the Government of Singapore, which provide that qualifying income we earn in Singapore is subject to tax holiday or reduced rates of Singapore income tax. In order to retain these tax benefits in Singapore, we must meet certain operating conditions specific to each incentive, including maintenance of a corporate headquarters function and specified IP and related activities in Singapore. Subject to our compliance with the conditions specified in these ~~conditions~~incentives and legislative developments, the Singapore tax incentives are presently ~~scheduled~~expected to expire at various dates generally between 2020 and 2021, subject in certain cases to potential extensions, which we may or may not be able to obtain, and any subsequent changes in incentive scope. Singapore has announced that its current IP pioneer incentive, from which we benefit, will now terminate in 2021, earlier than our originally scheduled expiration date in 2025. A new Singapore IP incentive is expected to be made available in its place, but it is not yet clear what its terms will be or whether we would qualify for it. While our objective is to substantially offset the effects of the early termination of the existing IP pioneer incentive in 2021, either through the new Singapore IP incentive or otherwise, we cannot assure you that we will be able to do so. Our current IP pioneer incentive represents the substantial majority of the overall provision for income taxes provided by all such incentives from which we benefit. Absent these tax incentives, the corporate income tax rate that would otherwise apply to our Singapore taxable income would be 17%. We also have tax holidays on our qualifying income in Malaysia, which are scheduled to expire between 2018 and 2028. The tax incentives and tax holidays that we have obtained are also subject to our compliance with various operating and other conditions and may, in some instances, be amended or terminated prior to their scheduled termination date by the relevant governmental authority. If we cannot, or elect not to, comply with the operating conditions included in any particular tax incentive, ~~or tax holiday,~~ we could, in some instances, be required to refund previously realized material tax benefits, or if such tax incentive or tax holiday is terminated prior to its expiration absent a new incentive applying, we will lose the related tax benefits earlier than scheduled. Depending on the incentive at issue, we could also be required to modify our operational structure and tax strategy, which may not be as beneficial to us as the benefits provided under the present ~~tax concession~~ arrangements. The effect of all these tax incentives and tax holidays, in the aggregate, was to reduce the overall provision for income taxes by approximately $237 million, $169 million ~~$207 million~~ and ~~$99~~$207 million, for fiscal years 2017, 2016 and 2015, respectively, to increase diluted net income per share by $0.56 and$0.74 in fiscal years 2017 and ~~2014,~~2015, respectively, and to reduce diluted net loss per share by $0.44 for fiscal year ~~2016 and increase diluted net income per share by $0.74 and $0.37 for fiscal years 2015 and 2014, respectively.~~2016.

Our interpretations and conclusions regarding the tax incentives are not binding on any taxing authority, and if our assumptions about tax and other laws are incorrect or if these tax incentives are substantially modified or rescinded we could suffer material adverse tax and other financial consequences, which would increase our expenses, reduce our profitability and adversely affect our cash flows.

Our ~~effective~~overall cash tax ~~rates and cash taxes payable~~costs are affected by a number of factors, including reorganizations or restructurings of our businesses or assets, ~~changes in our corporate or debt financing structure,~~ jurisdictional revenue mix and changes in tax regulations or policy, and may be further impacted if we complete the ~~outcome~~Redomiciliation, all of ~~tax audits and examinations,~~ which could materially, adversely affect financial results.

We are currently a Singapore-based multinational company subject to tax in various tax ~~jurisdictions.~~jurisdictions and have initiated the Redomiciliation process. Significant judgment is required in determining our worldwide provision for income taxes. In the ordinary course of our business, there are many transactions where the ultimate tax determination is uncertain. Additionally, our calculations of income taxes payable currently and on a deferred basis are based on our interpretations of applicable tax laws in the jurisdictions in which we are required to file tax returns.

Our provision for income taxes is subject to volatility and could be adversely affected by numerous factors including:

reorganization or restructuring of our businesses, tangible and intangible assets, outstanding indebtedness and corporate ~~structure;~~structure, including the Redomiciliation;

jurisdictional mix of our income and assets, and the resulting tax effects of differing tax rates in different countries;

changes in the allocation of income and expenses, including adjustments related to changes in our corporate structure, acquisitions or tax law;

changes in transfer pricing rules or methods of applying these rules;

changes in tax laws, including in ~~Singapore,~~the U.S., changes to the taxation of earnings of foreign subsidiaries, the deductibility of expenses attributable to income and foreign tax credit rules;

tax effects of increases in non-deductible employee compensation;

changes in tax accounting rules or principles and in the valuation of deferred tax assets and liabilities;

outcomes of income tax audits; and

modifications, expiration, lapses or termination of tax credits or incentives.

~~At the time we completed the Broadcom Merger, in connection with the preliminary allocation of the purchase price, we~~We established a deferred tax liability on our balance ~~sheet. This liability~~sheet, which prior to the adoption of the 2017 Tax Reform Act, would have become payable in the U.S. over time. However, under the 2017 Tax Reform Act, we will be required to recognize all of these earnings in our fiscal year 2018 as a deemed repatriation of foreign earnings subject to the Transition Tax. Based on our initial analysis, we believe the Transition Tax to be $1.6 billion to $2.6 billion in the aggregate, without taking into account available deductions and credits, will be payable over eight years. The amount of the Transition Tax depends, in part, on when the Redomiciliation becomes effective. Our preliminary estimates of the amount of the Transition Tax are expected to change as we continue to refine our analysis and as additional guidance becomes available, particularly with respect to the 2017 Tax Reform Act. There is ~~associated with~~no assurance that the final determination of our ~~potential tax liability arising from our planned integration of BRCM’s IP, which was completed in November 2016. This~~income tax liability will ~~become payable as earnings resulting from this integration of IP~~not be materially different than what is distributed over time. In addition, prior to the closing of the Broadcom Merger, our policy was to indefinitely reinvest a portion of our foreign earnings to fund our operations outside Singapore. Effective as of our fiscal quarter ended May 1, 2016, we no longer intend to indefinitely reinvest any of our accumulated and current foreign earningsreflected in our ~~operations outside Singapore. As a result of these events,~~income tax provisions and accruals and in the amount of our income taxes payable could increase materially and consume an increasing amount of our cash. In addition, our provision for income taxes in future periods is likely to change as a result of the impact of internal restructuring and reorganization, in particular as a result of the Broadcom Merger, which would also affect our overall effective tax rate.estimated range provided above.

We have also adopted ~~transfer-pricing~~transfer pricing policies between our affiliated entities. Our policies call for the provision of services, the sale of products, the advance of financing and grant of licenses from one affiliate to another at prices that we believe are negotiated on an arm’s length basis. Our taxable income in any jurisdiction is dependent upon acceptance of our operational practices and intercompany transfer pricing by local tax authorities as being on an arm’s length basis. Due to inconsistencies in application of the arm’s length standard among taxing authorities, as well as lack of adequate treaty-based protection, transfer pricing challenges by tax authorities could, if successful, result in adjustments for prior or future ~~tax~~ years. As a result of these adjustments, we could become subject to higher taxes and our earnings and results of operations would be adversely affected in any period in which such determination is made.

Although we believe our tax estimates are reasonable, there is no assurance that the final determination of our income tax liability will not be materially different than what is reflected in our income tax provisions and accruals. Significant judgment is required to determine the recognition and measurement of tax liabilities prescribed in the relevant accounting guidance for uncertainty in income taxes. The accounting guidance for uncertainty in income taxes applies to all income tax positions, which, if ~~settled~~resolved unfavorably, could adversely impact our provision for income taxes and our payment obligation with respect to any such taxes.

In addition, we are subject to, and are under, tax audit in various jurisdictions, and such jurisdictions may assess additional income tax against us. Although we believe our tax positions are reasonable, the final determination of tax audits could be materially different from our income tax provisions and accruals. The ultimate ~~results~~result of an audit could have a material adverse effect on our results of operations and cash flows in the period or periods for which that determination is made.

The enactment of legislation implementing changes in taxation of international business activities, the adoption of other tax reform policies or changes in tax legislation or policies in Singapore and in jurisdictions outside Singapore could materially impact our financial position and results of operations.

Tax bills are introduced from time to time to reform taxation of international business activities. Corporate tax reform and tax transparency continue to be high priorities in many tax jurisdictions where we have business operations. As a result, policies regarding corporate income and other taxes in numerous jurisdictions are under heightened scrutiny. For example, many countries (including Singapore) are beginning to implement legislation and other guidance to align their international tax rules with the Organisation for Economic Co-operation’s Base Erosion and Profit Shifting recommendations and action plan that aim to standardize and modernize global corporate tax policy, including changes to cross-border tax, transfer-pricing documentation rules, and nexus-based tax incentive practices. In addition, in the United States the new administration has indicated that it proposes to make substantial changes to corporate taxation in that country, which may include changes to taxation of the repatriation of non-U.S. income and border adjustment taxes. As a result of the heightened scrutiny of corporate taxation policies, prior decisions by tax authorities regarding treatments and positions of corporate income taxes could be subject to legislative investigation and inquiry, which could also result in changes in tax policies or prior tax rulings. Any such changes in policies or rulings may also result in the taxes we previously paid being subject to change.

Due to the large scale of our international business activities any substantial changes in international corporate tax policies or legislative initiatives may materially and adversely affect our business, our reputation, the amount of taxes we are required to pay and our financial condition and results of operations generally.

We may be involved in legal proceedings, including IP, ~~anti-trust~~anti-competition and securities litigation, employee-related claims and governmental investigations, which could, among other things, divert efforts of management and result in significant expense and loss of our IP rights.

We are often involved in legal proceedings, including cases involving our IP rights and those of others, ~~anti-trust~~anti-competition and commercial matters, ~~merger related~~merger-related suits, ~~putative~~ securities class action suits, employee-related claims and other actions. Some of ~~the~~these actions may seek injunctive relief, including injunctions or exclusion orders against the sale of our products and substantial monetary damages, which if granted or awarded could materially harm our business, financial condition and results of operations. From time to time, we may also be involved or required to participate in governmental investigations. Litigation or settlement of such actions, regardless of their merit, or involvement in governmental investigations, can be complex, can extend for a protracted period of time, may divert the efforts and attention of our management and technical personnel, is frequently costly and the related expenditures unpredictable. An unfavorable resolution of a governmental investigation may include, among others, fines or other orders to pay money, and/or the issuance of orders to cease certain conduct and/or modify our business practices.

The semiconductor industry is characterized by companies holding large numbers of patents, copyrights, trademarks and trade secrets and by the vigorous pursuit, protection and enforcement of IP rights, including actions by patent-holding companies that do not make or sell products. From time to time, third parties assert against us and our customers and distributors their patent, copyright, trademark, trade secret and other IP rights to technologies that are important to our business.

Many of our customer agreements, and in some cases our asset sale agreements, require us to indemnify our customers or purchasers for third-party IP infringement claims, including costs to defend those claims, and payment of damages in the case of adverse rulings. Claims of this sort could also harm our relationships with our customers and might deter future customers from doing business with us. We do not know whether we will prevail in such proceedings, given the complex technical issues and inherent uncertainties in IP litigation. If any pending or future proceedings result in an adverse outcome, we could be required to:

cease the manufacture, use or sale of the infringing products, processes or technology and/or make changes to our processes or products;

pay substantial damages for past, present and future use of the infringing technology;

expend significant resources to develop non-infringing technology;

license technology from the third-party claiming infringement, which license may not be available on commercially reasonable terms, or at all;

enter into cross-licenses with our competitors, which could weaken our overall IP portfolio and our ability to compete in particular product categories;

indemnify our customers or distributors and/or recall, or accept the return of, infringing products;

pay substantial damages to our direct or ~~end-customers~~end customers to discontinue use or replace infringing technology with non-infringing technology; or

relinquish IP rights associated with one or more of our patent claims, if such claims are held invalid or otherwise unenforceable.

Any of the foregoing results could have a material adverse effect on our business, financial condition and results of operations.

In addition, we may be obligated to indemnify our current or former directors or employees, or former directors or employees of companies that we have acquired, in connection with litigation or regulatory investigations. These liabilities could be substantial and may include, among other things, the cost of defending lawsuits against these individuals, as well as stockholder derivative suits; the cost of government, law enforcement or regulatory investigations; civil or criminal fines and penalties; legal and other expenses; and expenses associated with the remedial measure, if any, which may be imposed.

We utilize a significant amount of IP in our business. If we are unable or fail to protect our IP, our business could be adversely affected.

Our success depends in part upon protecting our IP. To accomplish this, we rely on a combination of IP rights, including patents, copyrights, trademarks and trade secrets, as well as customary contractual protections with our customers, suppliers, employees and consultants. We may be required to spend significant resources to monitor and protect our IP rights, and even with significant expenditures we may not be able to protect our IP rights that are valuable to our business. We are unable to predict or assure that:

IP rights that we presently employ in our business will not lapse or be invalidated, circumvented, challenged, or, in the case of third-party IP rights licensed to us, be licensed to others;

our IP rights will provide competitive advantages to us;

rights previously granted by third parties to IP rights licensed or assigned to us, including portfolio cross-licenses, will not hamper our ability to assert our IP rights against potential competitors or hinder the settlement of currently pending or future disputes;

any of our pending or future patent, trademark or copyright applications will be issued or have the coverage originally sought;

our IP rights will be enforced in certain jurisdictions where competition may be intense or where legal protection may be weak; or

we have sufficient IP rights to protect our products or our business.

In addition, our competitors or others may develop products or technologies that are similar or superior to our products or technologies, duplicate our products or technologies or design around our protected technologies. Effective patent, trademark, copyright and trade secret protection may be unavailable or more limited in other jurisdictions, relative to those protections available in the United States, may not be applied for or may be abandoned in one or more relevant jurisdictions. We may elect to abandon or divest patents or otherwise not pursue prosecution of certain pending patent applications, due to strategic concerns or other factors. In addition, when patents expire, we lose the protection and competitive advantages they provided to us.

We also generate some of our revenue from licensing royalty payments and from technology claim settlements relating to certain of our IP. Licensing of our IP rights, particularly exclusive licenses, may limit our ability to assert those IP rights against third parties, including the licensee of those rights. In addition, we may acquire companies ~~having~~with IP that is subject to licensing obligations to other third parties. These licensing obligations may extend to our own IP following any such acquisition and may limit our ability to assert our IP rights. From time to time we pursue litigation to assert our IP rights, including, in some cases, against third parties with whom we have ongoing relationships, such as customers and suppliers. Claims of this sort could also harm our relationships with our customers and might deter future customers from doing business with us. Conversely, third parties may pursue IP litigation against us, including as a result of our IP licensing business. An adverse decision in such types of legal action could limit our ability to assert our IP rights and limit the value of our technology, including the loss of opportunities to sell or license our technology to others or to collect royalty payments based upon successful protection and assertion of our IP against others. In addition, such legal actions or adverse decisions could otherwise negatively impact our business, financial condition and results of operations.

From time to time we may need to obtain additional IP licenses or renew existing license agreements. We are unable to predict whether these license agreements can be obtained or renewed on acceptable terms or at all.

We are subject to warranty claims, product recalls and product liability.

From time to time, we may be subject to warranty or product liability claims that ~~have led, and~~ may in the future lead to significant expense. We may also be exposed to such claims as a result of any acquisition we may undertake in the future. Although we maintain reserves for reasonably estimable liabilities and purchase product liability insurance, our reserves may be inadequate to cover the uninsured portion of such claims. Conversely, in some cases, amounts we reserve may ultimately exceed our actual liability for particular claims and may need to be reversed.

Product liability insurance is subject to significant deductibles and there is no guarantee that such insurance will be available or adequate to protect against all such claims, or we may elect to self-insure with respect to certain matters. It is possible for one of our customers to recall a product containing one of our devices. In such an event, we may incur significant costs and expenses, including among others, replacement costs, contract damage claims from our customers and reputational harm. Our customer contracts typically contain warranty and indemnification provisions, and in certain cases may also contain liquidated damages provisions, relating to product quality issues. The potential liabilities associated with such provisions are significant, and in some cases, including in agreements with some of our largest customers, are potentially unlimited. Any such liabilities may greatly exceed any revenue we receive from the relevant products. Costs, payments or damages incurred or paid by us in connection with warranty and product liability claims and product recalls could materially and adversely affect our financial condition and results of operations. We may also be exposed to such claims as a result of any acquisition we may undertake in the future.

The complexity of our products could result in unforeseen delays or expense orundetected defects or bugs, which could adversely affect the market acceptance of newproducts, damage our reputation with current or prospective customers, andmaterially and adversely affect our operating costs.

Highly complex products, such as those we offer, may contain defects and bugs when they are first introduced or as new versions are released, or their release may be delayed due to unforeseen difficulties during product development. If any of our products, including products of companies we have acquired, or third-party components used in our products, contain defects or bugs, or have reliability, quality or compatibility problems, we may not be able to successfully design workarounds. Furthermore, if any of these problems are not found until after we have commenced commercial production of a new product, we may be required to incur additional development costs and product recall, repair or replacement costs. Consequently, our reputation may be damaged and customers may be

reluctant to buy our products, which could materially and adversely affect our ability to retain existing customers and attract new customers. To resolve these problems, we may have to invest significant capital and other resources. These problems may also result in claims against us by our customers or others. For example, if a delay in the manufacture and delivery of our products causes the delay of a customer’s end-product delivery, we may be required, under the terms of our agreement with that customer, to compensate the customer for the adverse effects of such delays. In addition, these problems may divert our technical and other resources from other development efforts, and we would likely lose, or experience a delay in, market acceptance of the affected product or products. As a result, our financial results could be materially and adversely affected.

~~We operate in the highly cyclical semiconductor industry, which is subject to significant downturns.~~

The semiconductor industry is highly cyclical and is characterized by constant and rapid technological change and price erosion, evolving technical standards, frequent new product introductions, short product life cycles (for semiconductors and for many of the end products in which they are used) and wide fluctuations in product supply and demand. From time to time, these factors, together with changes in general economic conditions, cause significant upturns and downturns in the industry in general, and in our business in particular. Periods of industry downturns have been characterized by diminished demand for end-user products, high inventory levels and periods of inventory adjustment, under-utilization of manufacturing capacity, changes in revenue mix and accelerated erosion of average selling prices, resulting in an adverse effect on our business, financial condition and results of operations. We expect our business to continue to be subject to cyclical downturns even when overall economic conditions are relatively stable. If we cannot offset industry or market downturns, our net revenue may decline and our financial condition and results of operations may suffer.

We make substantial investments in research and development to enhance existing and develop new technologies to keep pace with technological advances and to remain competitive in our business, and unsuccessful investments could materially adversely affect our business, financial condition and results of operations.

The semiconductor industry is characterized by rapid technological change, changes in customer requirements, frequent new product introductions and enhancements, short product cycles and evolving industry standards, and requires substantial investment in our research and development in order to develop and bring to market new and enhanced technologies and products. In addition, semiconductor products transition over time to increasingly smaller line width geometries. This requires us to adapt our products and manufacturing processes to these new technologies, which requires expertise in new procedures. Our failure to successfully transition to smaller geometry process technologies could impair our competitive position. In order to remain competitive, we have made, and expect to continue to make, significant investments in research and development. We expect the dollar amount of research and development expenses to increase for the foreseeable future, due to the increasing complexity and number of products we plan to develop. If we fail to develop new and enhanced products and technologies, if we focus on technologies that do not become widely adopted, or if new competitive technologies that we do not support, become widely accepted, demand for our products may be reduced. Significant investments in unsuccessful research and development efforts could materially adversely affect our business, financial condition and results of operations. In addition, increased investments in research and development could cause our cost structure to fall out of alignment with demand for our products, which would have a negative impact on our financial results.

Our business, financial condition and results of operations could be adversely affected by the political and economic conditions of the countries in which we conduct business and other factors related to our international operations.

A majority of our products are produced and sourced in Asia, including China, India, Malaysia, the Philippines, Singapore, South Korea, Taiwan and Thailand, and we sell our products throughout the world. In addition, as of ~~April 30, 2017,~~February 4, 2018, approximately ~~39%~~37% of our employees are located in Asia. Multiple factors relating to our international operations and to particular countries in which we operate could have a material adverse effect on our business, financial condition and results of operations. These factors include:

changes in political, regulatory, legal or economic conditions or geopolitical turmoil, including terrorism, war or political or military coups, or civil disturbances or political instability;

restrictive governmental actions, such as restrictions on the transfer or repatriation of funds and foreign investments and trade protection measures, including import/export restrictions, import/export duties and quotas, and customs duties and tariffs, all of which could increase under the current administration in the United States;

disruptions of capital and trading markets and currency fluctuations, which may result in our products becoming too expensive for foreign customers or foreign-sourced materials and services becoming more expensive for us;

difficulty in obtaining product distribution and support, and transportation delays;

difficulty in conducting due diligence with respect to business partners in certain international markets;

public health or safety concerns;

nationalization of businesses and expropriation of assets; and

changes in tax laws.

A significant legal risk associated with conducting business internationally is compliance with the various and differing laws and regulations, including anti-corruption and anti-bribery laws and regulations, of the countries in which we do business, antitrust and competition laws, data privacy laws and export regulations. In addition, the ~~anti-corruption~~ laws in various countries are constantly evolving and may, in some cases, conflict with each other. Although our Code of Ethics and Business Conduct and other policies prohibit us, our employees and our ~~employees~~agents from engaging in unethical business practices, there can be no assurance that all of our employees or agents will refrain from acting in violation of our related anti-corruption policies and procedures. Any such violation could have a material adverse effect on our business.

Our business is subject to various governmental regulations, and compliance with these regulations may cause us to incur significant expense. If we fail to maintain compliance with applicable regulations, we may be forced to cease the manufacture and distribution of certain products, and we could be subject to civil or criminal penalties.

Our business is subject to various international laws and other legal requirements, including packaging, product content, labor and import/export regulations, such as the U.S. Export Administration Regulations, and many of our products are regulated or sold into regulated ~~industries, such as the U.S. Export Administration Regulations.~~industries. These laws and regulations are complex, change frequently, have generally become more stringent over time and may intensify under the current ~~administration in the United States.~~U.S. administration. We may be required to incur significant

expense to comply with, or to remedy violations of, these regulations. In addition, if our customers fail to comply with these regulations, we may be required to suspend sales to these customers, which could negatively impact our results of operations.

In addition, the manufacture and distribution of our semiconductors must comply with various laws and adapt to changes in regulatory requirements as they occur. For example, if a country in which our products are manufactured or sold sets technical standards that are not widely shared, it may require us to stop distributing our products commercially until they comply with such new standards, lead certain of our customers to suspend imports of their products into that country, require manufacturers in that country to manufacture products with different technical standards and disrupt cross-border manufacturing relationships, any of which could have a material adverse effect on our business, financial condition and results of operations. If we fail to comply with these requirements, we could also be required to pay civil penalties or face criminal prosecution. In addition, it is expected that the ~~new~~current U.S. administration’s trade policy will promote U.S. manufacturing and manufacturers. It is unclear what effect this will have on us as a multinational company that conducts business world-wide, or on our suppliers, customers, contract manufacturers and OEMs.

Our products and operations are also subject to the rules of industrial standards bodies, like the International Standards Organization, as well as regulation by other agencies, such as the U.S. Federal Communications Commission. If we fail to adequately address any of these rules or regulations, our business could be harmed.

We are subject to environmental, health and safety laws, which could increase our costs, restrict our operations and require expenditures that could have a material adverse effect on our results of operations and financial condition.

We are subject to a variety of international laws and regulations relating to the use, disposal, clean-up of and human exposure to, hazardous materials. Compliance with environmental, health and safety requirements could, among other things, require us to modify our manufacturing processes, restrict our ability to expand our facilities, or require us to acquire pollution control equipment, all of which can be very costly. Any failure by us to comply with such requirements could result in the limitation or suspension of the manufacture of our products, and could result in litigation against us and the payment of significant fines and damages by us in the event of a significant adverse judgment. In addition, complying with any cleanup or remediation obligations for which we are or become responsible could be costly and have a material adverse effect on our business, financial condition and results of operations.

Changing requirements relating to the materials composition of our products, including the restrictions on lead and certain other substances in electronics that apply to specified electronics products sold in various countries, including the United States, China, Japan, and in the European Union, increase the complexity and costs of our product design and procurement operations and may require us to re-engineer our products. Such re-engineering may result in excess inventory or other additional costs and could have a material adverse effect on our results of operations. We may also experience claims from employees from time to time with regard to exposure to hazardous materials or other workplace related environmental claims.

Social and environmental responsibility regulations, policies and provisions, as well as customer demand, may make our supply chain more complex and may adversely affect our relationships with customers.

There is an increasing focus on corporate social and environmental responsibility in the semiconductor industry, particularly with OEMs that manufacture consumer electronics. A number of our customers have adopted, or may adopt, procurement policies that include social and environmental responsibility provisions that their suppliers should comply with,

or they seek to include such provisions in their procurement terms and conditions. An increasing number of participants in the semiconductor industry are also joining voluntary social responsibility initiatives such as the U.N. Global Compact, a voluntary initiative for businesses to develop, implement and disclose sustainability policies and practices. These social and environmental responsibility provisions and initiatives are subject to change, can be unpredictable, and may be difficult and expensive for us to comply with, given the complexity of our supply chain and our significant outsourced manufacturing. If we are unable to comply, or are unable to cause our suppliers or contract manufacturers to comply, with such policies or provisions, a customer may stop purchasing products from us, and may take legal action against us, which could harm our reputation, revenue and results of operations.

In addition, as part of their corporate social and environmental responsibility programs, an increasing number of OEMs are seeking to source products that do not contain minerals sourced from areas where proceeds from the sale of such minerals are likely to be used to fund armed conflicts, such as in the Democratic Republic of Congo. This could adversely affect the sourcing, availability and pricing of minerals used in the manufacture of semiconductor devices, including our products. Since our supply chain is complex, we are not currently able to definitively ascertain the origins of all of these minerals and metals used in our products. As a result, we may face difficulties in satisfying these customers’ demands, which may harm our sales and operating results.

The average selling prices of products in our markets have often decreased rapidly and may do so in the future, which could harm our revenue and gross profit.

The products we develop and sell are used for high volume applications. As a result, the prices of those products have often decreased rapidly. Gross profit on our products may be negatively affected by, among other things, pricing pressures from our customers. In the past, we have reduced the average selling prices of our products in anticipation of future competitive pricing pressures, new product introductions by us or our competitors and other factors. In addition, some of our customer agreements provide for volume-based pricing and product pricing roadmaps, which can also reduce the average selling prices of our products over time. Our margins and financial results will suffer if we are unable to offset any reductions in our average selling prices by increasing our sales volumes, reducing manufacturing costs, or developing new and higher value-added products on a timely basis.

A breach of our security systems may have a material adverse effect on our business.

Our security systems are designed to maintain the physical security of our facilities and protect our customers’, suppliers’ and employees’ confidential information, as well as our own proprietary information. However, we are also dependent on a number of third-party cloud-based and other service providers of critical corporate infrastructure services relating to, among other things, human resources, electronic communication services and certain finance functions, and we are, of necessity, dependent on the security systems of these providers. Accidental or willful security breaches or other unauthorized access by third parties or our employees or contractors of our facilities, our information systems or the systems of our cloud-based or other service providers, or the existence of computer viruses or malware in our or their data or software could expose us to a risk of information loss and misappropriation of proprietary and confidential information, including information relating to our products or customers and the personal information of our employees. In addition, we have, from time to time, also been subject to unauthorized network intrusions and malware on our own IT networks. Any theft or misuse of confidential, personal or proprietary information as a result of such activities could result in, among other things, unfavorable publicity, damage to our reputation, loss of our trade secrets and other competitive information, difficulty in marketing our products, allegations by our customers that we have not performed our contractual obligations, litigation by affected parties and possible financial obligations for liabilities and damages related to the theft or misuse of such information, as well as fines and other sanctions resulting from any related breaches of data privacy regulations, any of which could have a material adverse effect on our reputation, business, profitability and financial condition. Since the techniques used to obtain unauthorized access or to sabotage systems change frequently and are often not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures.

We are required to assess our internal control over financial reporting on an annual basis and any adverse findings from such assessment could result in a loss of investor confidence in our financial reports, significant expense to remediate any internal control deficiencies and ultimately have an adverse effect on our share price.

We are required to assess the effectiveness of our internal control over financial reporting annually, as required by Section 404 of the Sarbanes-Oxley Act. ~~Our evaluation of the effectiveness of our internal control over financial reporting as of October 30, 2016 did not include the internal controls of BRCM, which we acquired in February 2016.~~ Even though, as of October ~~30, 2016,~~29, 2017, we concluded that our internal control over financial reporting ~~(excluding BRCM)~~ was effective, we need to maintain our processes and systems and adapt them as our business grows and changes, including to reflect our integration of ~~BRCM,~~Brocade, as well as any future acquisitions we may ~~undertake, including our pending acquisition of Brocade.~~undertake. This continuous process of maintaining and adapting our internal controls and complying with Section 404 is expensive, time consuming and requires significant management attention. We cannot be certain that our internal control measures will continue to provide

adequate control over our financial processes and reporting and ensure compliance with Section 404. Furthermore, as we grow our business or acquire other businesses, our internal controls may become more complex and we may require significantly more resources to ensure they remain effective. Failure to implement required new or improved controls, or difficulties encountered in the implementation of such controls, either in our existing business or in businesses that we ~~have or acquired or may~~ acquire, ~~in the future,~~ could harm our operating results or cause us to fail to meet our reporting obligations. If we or our independent registered public accounting firm identify material weaknesses in our internal controls, the disclosure of that fact, even if quickly remedied, may cause investors to lose confidence in our financial statements and the trading price of our ordinary shares may decline.

Remediation of a material weakness could require us to incur significant expenses and if we fail to remedy any material weakness, our financial statements may be inaccurate, we may be required to restate our financial statements, our ability to report our financial results on a timely and accurate basis may be adversely affected, our access to the capital markets may be restricted, the trading price of our ordinary shares may decline, and we may be subject to sanctions or investigation by regulatory authorities, including the SEC or The Nasdaq Global Select Market. ~~We may also be required to restate our financial statements from prior periods.~~

~~Our financial condition and results of operations could be adversely affected by employee-benefit related costs and expense.~~

We sponsor several defined benefit plans and post-retirement medical benefit plans. We are required to make contributions to these plans to comply with minimum funding requirements imposed by laws governing these employee benefit plans. The difference between the obligations and assets of these plans, or the funded status of these plans, is a significant factor in determining our pension expense and the ongoing funding requirements of these plans. The projected benefit obligations under these pension plans exceeded the value of the assets of those plans by approximately $516 million at the end of fiscal year 2016. We expect to have additional funding requirements in future years and we may make additional, voluntary contributions to the plans. Depending on our cash position at the time, any such funding or contributions to our pension plans could impact our operating flexibility and financial position, including adversely affecting our cash flow for the quarter in which they are made.

Furthermore, in order to reduce the expenses associated with these programs, where practicable, we are seeking to move defined benefit plans to defined contribution plans, or to cash out future retirees not yet receiving benefits, and to replace existing pension obligations with annuities. Any such changes may adversely affect our results of operations, including our profitability and cash flows. Weak economic conditions and related under-performance of asset markets could also lead to an increase in post-retirement benefit expense.

The ~~IRS~~Internal Revenue Service may not agree that Broadcom Limited should be treated as a foreign corporation for U.S. federal income tax purposes.

A corporation is generally considered a tax resident in the jurisdiction of its organization or incorporation for U.S. federal income tax purposes. Because Broadcom is currently a Singapore entity, it would generally be classified as a foreign corporation (and, therefore, not a U.S. tax resident) under these rules. Even so, the Internal Revenue Service, or IRS, may assert that we should be treated as a U.S. corporation (and, therefore, a U.S. tax resident) for U.S. federal income tax purposes pursuant to Section 7874 of the Internal Revenue Code of 1986, as amended, or the Code.

Under Section 7874 of the Code, if the former shareholders of BRCM hold 80% or more of the vote or value of the ordinary shares of Broadcom, by reason of their former holding of BRCM common shares (the percentage (by vote and value) of our ordinary shares considered to be held (for purposes of Section 7874 of the Code) by former BRCM shareholders immediately after the Broadcom Merger by reason of holding BRCM common shares is referred to in this disclosure as the “Section 7874 Percentage”), and our expanded affiliated group after the Broadcom ~~Transaction~~Merger does not have substantial business activities in Singapore relative to our worldwide business activities, Broadcom would be treated as a U.S. corporation for U.S. federal income tax purposes. If the Section 7874 Percentage were determined to be at least 60% (but less than 80%), Section 7874 of the Code would cause Broadcom to be treated as a “surrogate foreign corporation” if we did not have substantial business activities in Singapore relative to our worldwide business activities.

Under current law, Broadcom should not be treated as a U.S. corporation for U.S. federal income tax purposes. However, determining the Section 7874 Percentage is complex and is subject to factual and legal uncertainties, including that such determination takes into account several factors other than the ratio of ownership of our ordinary shares by former BRCM shareholders following the Broadcom Merger. While we believe the Section 7874 Percentage to be significantly less than 60% (and therefore that Section 7874 should not apply to Broadcom or BRCM), there can be no assurance that the IRS will agree with the position that the Section 7874 Percentage is less than 60%.

If the Section 7874 Percentage were determined to be at least 60% (but less than 80%), several limitations could apply to BRCM. For example, BRCM would be prohibited from using its net operating losses, foreign tax credits or other tax attributes to offset the income or gain recognized by reason of the transfer of property to a foreign related person during the 10-year

period following the Broadcom Merger or any income received or accrued during such period by reason of a license of any property by BRCM to a foreign related person. In addition, the IRS has announced that it will promulgate new rules, which, in that situation, may limit the ability to restructure the non-U.S. members of the BRCM tax group or access cash earned in its non-U.S. subsidiaries. Moreover, in such case, Section 4985 of the Code and rules related thereto would impose an excise tax on the value of certain stock compensation held directly or indirectly by certain BRCM “disqualified individuals” (including former officers and directors of BRCM) at a rate equal to 15%, but only if a gain is otherwise recognized by BRCM shareholders as a result of the Broadcom ~~Transaction.~~Merger.

Risks Relating to Our Indebtedness

Our substantial indebtedness could adversely affect our financial health and our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, exposes us to interest rate risk to the extent of our variable rate indebtedness and prevent us from fulfilling our obligations under our indebtedness.

As of ~~April 30, 2017,~~February 4, 2018, our total consolidated indebtedness ~~was $13.7 billion~~under our senior unsecured notes that were issued and ~~we had approximately $500 million of available borrowing capacity under~~sold in January 2017 and October 2017, collectively the 2016 Revolving Credit Facility. These amounts do not reflect any debt financing that we expect to incur in order to allow us to consummate the Brocade Acquisition. Subject to restrictions in the 2016 Credit Agreement and in the indenture governing our2017 Senior Notes, ~~or the Indenture, we have the ability to incur a significant amount of additional indebtedness in the future, in addition to any financing needed for the Brocade Acquisition.~~was $17,727 million.

Our substantial indebtedness could have important consequences including:

increasing our vulnerability to adverse general economic and industry conditions;

exposing us to interest rate risk to the extent of our variable rate indebtedness, and we do not typically hedge against changes in interest rates.

requiring us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, research and development efforts, execution of our business strategy, acquisitions and other general corporate purposes;

limiting our flexibility in planning for, or reacting to, changes in the economy and the semiconductor industry;

placing us at a competitive disadvantage compared to our competitors with less indebtedness; and

making it more difficult to borrow additional funds in the future to fund growth, acquisitions, working capital, capital expenditures and other ~~purposes;~~purposes.

~~exposing us~~

Liquidity, asset quality, cost structure, reserve mix and commodity pricing levels could also be considered by the rating agencies. A ratings downgrade could adversely affect the trading price of our 2017 Senior Notes or the trading market for our 2017 Senior Notes. Any credit rating downgrade could adversely impact our ability to ~~interest rate risk~~access debt markets in the future and increase the cost of current or future debt.

The instruments governing our indebtedness impose restriction on our business.

The indentures governing the 2017 Senior Notes contain certain covenants imposing restrictions on our business. These restrictions may affect our ability to ~~the extent we incur any variable rate indebtedness, and we do not typically hedge against~~operate our business, to plan for, or react to, changes in ~~interest rates.~~

the market conditions or our capital needs and may limit our ability to take advantage of potential business opportunities as they arise. The restrictions placed on us include limitations on our ability to incur certain secured debt, enter into certain sale and lease-back transactions and consolidate, merge, sell or otherwise dispose of all or substantially all of our assets. In addition, the ~~2016 Credit Agreement and the Indenture~~indentures contain customary events of default upon the occurrence of which, after any applicable grace period, the ~~lenders or the~~ noteholders would have the ability to immediately declare the debt due and ~~payable in whole or in part.~~payable. In such event, we may not have sufficient available cash to repay such debt at the time it becomes due, or be able to refinance such debt on acceptable terms or at all. Any of the foregoing could materially and adversely affect our business, financial condition and results of operations.

We receive debt ratings from the major credit rating agencies in the United States. Factors that may impact our credit ratings include debt levels, planned asset purchases or sales and near-term and long-term production growth opportunities. Liquidity, asset quality, cost structure, reserve mix and commodity pricing levels could also be considered by the rating agencies. The applicable margins on indebtedness incurred under the 2016 Credit Agreement will vary based on the applicable public ratings assigned to the long-term indebtedness for borrowed money of our subsidiary, Broadcom Cayman Finance Limited, or Cayman Finance, by Moody’s Investors Service, Inc., Standard & Poor’s Financial Services LLC and any successor to each such rating agency business. A ratings downgrade could adversely impact our ability to access debt markets in the future and increase the cost of current or future debt. Our failure to continuously have a public corporate credit rating from each of Moody’s and Standard & Poor’s may result in a covenant default under the 2016 Credit Agreement.

~~The instruments governing our indebtedness impose significant restrictions on our business.~~

The 2016 Credit Agreement contains a number of covenants imposing significant restrictions on our business. These restrictions may affect our ability to operate our business, to plan for, or react to, changes in market conditions or our capital needs and may limit our ability to take advantage of potential business opportunities as they arise. The restrictions placed on us include limitations on the ability of our subsidiaries to:

~~incur additional indebtedness and issue preferred or redeemable shares;~~

~~incur or create liens;~~

~~consolidate, merge or transfer all or substantially all of their assets;~~

~~make investments, acquisitions, loans or advances or guarantee indebtedness;~~

~~transfer or sell certain assets;~~

~~pay dividends or make other distributions on, redeem or repurchase shares or make other restricted payments;~~

~~engage in transactions with affiliates; and~~

~~prepay certain other indebtedness.~~

In addition, the 2016 Credit Agreement requires Broadcom, the Partnership and Cayman Finance to maintain a maximum total leverage ratio. Our ability to meet this financial covenant may be affected by events beyond our control, and we do not know whether we will be able to maintain the required maximum total leverage ratio.

We do not know whether we will be granted waivers under, or amendments to, our 2016 Credit Agreement if for any reason we are unable to meet these requirements, or whether we will be able to refinance our indebtedness on terms acceptable to us, or at all.

In addition, the Indenture places limitations on our ability to incur certain secured debt, enter into certain sale and lease-back transactions and consolidate, merge, sell or otherwise dispose of all or substantially all of our assets.

Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt.

Our ability to make scheduled payments of the principal of, to pay interest on, and to refinance our debt, depends on our future performance, which is subject to economic, financial, competitive and other ~~factors beyond our control.~~factors. Our business may not continue to generate cash flow from operations in the future sufficient to satisfy our obligations under the ~~2016 Credit Agreement, the~~2017 Senior Notes and any future indebtedness we may incur and to make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as reducing or delaying investments or capital expenditures, selling assets, refinancing or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our outstanding indebtedness or future indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms when needed, which could result in a default on our indebtedness.

The trading prices of the 2017 Senior Notes may be ~~volatile and can be directly affected by many factors, including our credit rating.~~volatile.

~~The~~To the extent trading markets for the 2017 Senior Notes develop, the trading prices of the 2017 Senior Notes could be subject to significant fluctuation in response to, among other factors, changes in our operating results, interest rates, the market for debt securities, general economic conditions and securities analysts’ recommendations, if any, regarding our securities.

Credit rating agencies continually revise their ratings for companies they follow, including us. Any ratings downgrade could adversely affect the trading prices of the Senior Notes, or the trading market for the Senior Notes. The condition of the financial and credit markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future and any fluctuation may impact the trading prices of the Senior Notes.

Risks Relating to Investments in Singapore Companies

It may be difficult to enforce a judgment of U.S. courts for civil liabilities under U.S. federal securities laws against us or our directors in Singapore.

Broadcom is currently incorporated under the laws of the Republic of Singapore, and ~~certain~~one of our directors ~~are~~is resident outside the United States. Moreover, a majority of our consolidated assets are located outside the United States. Although Broadcom is incorporated outside the United States, we have agreed to accept service of process in the United States through our agent designated for certain purposes. Nevertheless, since a majority of the consolidated assets owned by us are located outside the United States, any judgment obtained in the United States against us may not be collectible within the United States.

There is no ratified treaty between the United States and Singapore providing for the reciprocal recognition and enforcement of judgments in civil and commercial ~~matters and a~~matters. A final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the federal securities laws, would, therefore, not be automatically enforceable in Singapore. There is doubt whether a Singapore court may impose civil liability on Broadcom or our directors and officers who reside in Singapore in a suit brought in the Singapore courts against us or such persons with respect to a violation solely of the federal securities laws of the United States. Consequently, there can be no assurance as to whether Singapore courts will enter judgments in actions brought in Singapore courts based upon the civil liability provisions of the federal securities laws of the United States.

Broadcom is currently incorporated in Singapore and our shareholders may have more difficulty in protecting their interest than they would as shareholders of a corporation incorporated in the United States, and we may have more difficulty attracting and retaining qualified board members and executives.

Broadcom’s corporate affairs are governed by its Constitution and by the laws governing corporations incorporated in Singapore. The rights of our shareholders and the responsibilities of the members of our Board under Singapore law ~~(including under the recently amended Singapore Companies Act)~~ are

different from those applicable to a corporation incorporated in the United States. Therefore, our public shareholders may have more difficulty in protecting their interest in connection with actions taken by our management or members of our Board than they would as shareholders of a corporation incorporated in the United States.

In addition, being a public company incorporated in Singapore may make it more expensive for Broadcom to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified executive officers and members of our Board, particularly to serve on committees of our ~~Board, and qualified executive officers.~~Board.

For a limited period of time, our directors have general authority to allot and issue new ordinary shares on such terms and conditions as may be determined by our Board in its sole discretion.

Under Singapore law, we may only allot and issue new ordinary shares with the prior approval of Broadcom’s shareholders in a general meeting. At our 2017 annual general meeting, Broadcom’s shareholders provided our directors with the general authority to allot and issue any number of new ordinary shares, which will continue in force until the earlier of (i) the conclusion of our annual general meeting in 2018, (ii) the expiration of the period within which the next annual general meeting is required by law to be held (i.e., within 15 months after the conclusion of the last general meeting) or (iii) the subsequent revocation or modification of such general authority by our shareholders at a duly convened general meeting. Subject to the general authority to allot and issue new ordinary shares provided by our shareholders, the provisions of the Singapore Companies Act and Broadcom’s Constitution, our Board may allot and issue new ordinary shares on such terms and conditions as they may think fit to impose. Any additional issuances of new ordinary shares by our directors may adversely impact the market price of our ordinary ~~shares.~~shares and dilute your share ownership.

Risks Relating to Owning Our Ordinary Shares

At times, Broadcom’s share price has been volatile and it may fluctuate substantially in the future, which could result in substantial losses for our investors as well as class action litigation against us and our management which could cause us to incur substantial costs and divert our management’s attention and resources.

The trading price of Broadcom ordinary shares has, at times, fluctuated significantly and could be subject to wide fluctuations in response to ~~many~~any of the risk factors listed in this “Risk Factors” section, and ~~others. Many of these risks are beyond our control,~~others, including:

actual or anticipated fluctuations in our financial condition and operating results;

issuance of new or updated research or reports by securities analysts;

fluctuations in the valuation and results of operations of our significant customers as well as companies perceived by investors to be comparable to us;

announcements of proposed acquisitions by us or our competitors;

announcements of, or expectations of additional debt or equity financing efforts;

share price and volume fluctuations attributable to inconsistent trading volume levels of our shares;

issuance of ordinary shares upon exchange of ~~Partnership REUs;~~LP Units; and

changes in our dividend or share repurchase policies.

These fluctuations are often unrelated or disproportionate to our operating performance. These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or ~~international~~ currency fluctuations, may negatively impact the market price of our ordinary shares. You may not realize any return on your investment in us and may lose some or all of your investment. In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. We are also the subject of a number of lawsuits stemming from our acquisitions of PLX ~~and~~Technology, Inc., or PLX, Emulex and ~~from our pending acquisition of~~ Brocade. Securities litigation against us, including the lawsuits related to such transactions, could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.

A substantial amount of our shares is held by a small number of large investors and significant sales of our ordinary shares in the public market by one or more of these holders could cause our share price to fall.

As of ~~March~~December 31, 2017, we believe that our two largest shareholders, Capital World Investors, ~~and~~together with Capital Research Global Investors, ~~hold~~and The Vanguard Group held approximately ~~20%~~24% of Broadcom outstanding ordinary shares in the aggregate. These investors may sell their shares at any time for a variety of reasons and such sales could depress the market price of our ordinary ~~shares, given the large amounts of our shares held by these investors.~~shares. In addition, any such sales of our ordinary shares by these entities could also impair our ability to raise capital through the sale of additional equity securities.

There can be no assurance that we will continue to declare cash dividends.

Our Board has adopted a dividend policy pursuant to which we currently pay a cash dividend on Broadcom ordinary shares on a quarterly basis. The declaration and payment of any dividend is subject to the approval of our Board and our dividend may be discontinued or reduced at any time. There can be no assurance that we will declare cash dividends in the future in any particular amounts, or at all. Furthermore, we may declare dividends as interim dividends, which are wholly provisional under Singapore law and may be revoked by our Board at any time prior to the payment thereof.

Future dividends, if any, and their timing and amount, may be affected by, among other factors: management’s views on potential future capital requirements for strategic transactions, including acquisitions; earnings levels; contractual restrictions; cash position and overall financial condition; and changes to our business model. The payment of cash dividends is restricted by applicable law, contractual restrictions and our corporate structure. Pursuant to Singapore law and Broadcom’s Constitution, no dividends may be paid except out of our profits or expected profits, based on Singapore accounting standards. Because we are a holding company, our ability to pay cash dividends on Broadcom ordinary shares is also limited by restrictions on our ability to obtain sufficient funds through dividends from ~~subsidiaries, the declaration and payment of which are subject to restrictions under the terms of our 2016 Credit Agreement.~~subsidiaries.

Singapore corporate law may impede a takeover of our company by a third-party, which could adversely affect the value of our ordinary shares.

The Singapore Code on Take-overs and Mergers contains provisions that may delay, deter or prevent a future takeover or change in control of our company for so long as we remain a public company with more than 50 shareholders and net tangible assets of S$5 million or more. Any person acquiring an interest, whether by a series of transactions over a period of time or not, either on their own or together with parties acting in concert with such person, in 30% or more of our voting shares, or, if such person holds, either on their own or together with parties acting in concert with such person, between 30% and 50% (both inclusive) of our voting shares, and such person (or parties acting in concert with such person) acquires additional voting shares representing more than 1% of our voting shares in any six-month period, must, except with the consent of the Securities Industry Council in Singapore, extend a mandatory takeover offer for the remaining voting shares in accordance with the provisions of the Singapore Code on Take-overs and Mergers. While the Singapore Code on Take-overs and Mergers seeks to ensure equality of treatment among shareholders, its provisions may discourage or prevent certain types of transactions involving an actual or threatened change of control of our company. These legal requirements may impede or delay a takeover of our company by a third-party, which could adversely affect the value of our ordinary shares.

Our actual operating results may differ significantly from our guidance.

From time to time, we release guidance regarding our future performance that represents our management’s estimates as of the date of release. This guidance, which consists of forward-looking statements, is prepared by our management and is qualified by, and subject to, the assumptions and the other information contained or referred to in the release. Our guidance is not prepared with a view toward compliance with published guidelines of the American Institute of Certified Public Accountants, and neither any independent registered public accounting firm nor any other independent expert or outside party compiles, examines or reviews the guidance and, accordingly, no such person expresses any opinion or any other form of assurance with respect thereto.

Guidance is based upon a number of assumptions and estimates that, while presented with numerical specificity, is inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and are based upon specific assumptions with respect to future business decisions, some of which will change. We generally state possible outcomes as high and low ranges which are intended to provide a sensitivity analysis as variables are changed but are not intended to represent that actual results could not fall outside of ~~the suggested~~these ranges. The principal reason that we release this data is to provide a basis for our management to discuss our business outlook with analysts and investors. We do not accept any responsibility for any projections or reports published by any such persons.

Guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions of the guidance furnished by us will not materialize or will vary significantly from actual results, particularly any guidance relating to the results of operations of acquired businesses or companies as our management will, necessarily, be less familiar with their business,

procedures and operations. Accordingly, our guidance is only an estimate of what management believes is realizable as of the date of release. Actual results will vary from the guidance and the variations may be material. Investors should also recognize that the reliability of any forecasted financial data will diminish the farther in the future that the data are forecast. In light of the foregoing, investors are urged to put the guidance in context and not to place undue reliance on it.

Any failure to successfully implement our operating strategy or the occurrence of any of the events or circumstances set forth in this Quarterly Report on Form 10-Q could result in the actual operating results being different than the guidance, and such differences may be adverse and material.

Risks Relating to ~~Restricted~~ Exchangeable Limited Partnership Units

The exchange of the ~~Partnership REUs~~LP Units into Broadcom ordinary shares is subject to significant restrictions, including the right of Broadcom in its sole discretion to cause the Partnership to repurchase such ~~Partnership REUs~~LP Units for cash instead of Broadcom ordinary shares.

AsHolders of ~~February 1, 2017, holders of Partnership REUs,~~LP Units, or Limited Partners, may, subject to compliance with the procedures set forth in the Partnership’s amended and restated exempted limited partnership agreement, as amended from time to time, or the Partnership Agreement, require the Partnership to repurchase all or any portion of such Limited Partner’s ~~Partnership REUs~~LP Units in exchange for Broadcom ordinary shares, at a ratio of one Broadcom ordinary share for each ~~Partnership REU,~~LP Unit, or the Exchange Right. However, Broadcom, in its sole discretion as General Partner, has the right to cause the Partnership to repurchase the ~~Partnership REUs~~LP Units for cash (in an amount determined in accordance with the terms of the Partnership Agreement based on the market price of Broadcom ordinary shares) in lieu of Broadcom ordinary shares. Although we are currently issuing Broadcom ordinary shares upon exchange of ~~Partnership REUs,~~LP Units, Broadcom, in its sole discretion as General Partner, may choose to cause the Partnership to repurchase the ~~Partnership REUs~~LP Units for cash at any time and without notice. The payment of cash upon exchange of ~~Partnership REUs~~LP Units could result in, among other things, tax consequences that differ from those that would have resulted if the holder of such ~~Partnership REUs~~LP Units had received Broadcom ordinary shares.

In addition, prior to ~~the third anniversary~~February 1, 2019, following the effective time of the Broadcom Merger, it is a condition precedent to the obligation of the Partnership to repurchase such ~~Partnership REUs,~~LP Units, and the holder of such ~~Partnership REUs~~LP Units shall not be permitted to exercise the Exchange Right, unless (i) Broadcom has received a written opinion from an independent nationally recognized law or accounting firm that the Exchange Right should not cause Broadcom to be treated as (a) a “surrogate foreign corporation” (within the meaning of Section 7874(a)(2)(B) of the Code) or (b) a “domestic corporation” (within the meaning of Section 7874(b) of the Code) and (ii) Broadcom’s independent auditor has determined that no reserve shall be required for financial accounting purposes relating to Section 7874 of the Code as a result of the exercise of such Exchange Right. Although Limited Partners are currently permitted to exercise their Exchange Rights, no assurance can be provided as to whether ~~or not such determinations~~the above conditions precedent will be ~~obtainable~~satisfied in the future.

The exchange of ~~Partnership REUs~~LP Units is a U.S. taxable event.

The exchange of ~~Partnership REUs~~LP Units will be treated for U.S. tax purposes as a taxable sale of the ~~Partnership REUs~~LP Units by the Limited Partner making the exchange. A Limited Partner will recognize gain or loss for U.S. income tax purposes in an amount equal to the fair market value of our ordinary shares or the cash amount received in the exchange, plus the amount of the Partnership’s liabilities allocable to the ~~Partnership REUs~~LP Units being exchanged, less the Limited Partner’s adjusted tax basis in the ~~Partnership REUs~~LP Units exchanged. The recognition of any loss resulting from an exchange of ~~Partnership REUs~~LP Units is subject to a number of limitations set forth in the Code. It is possible that the amount of gain recognized or even the tax liability resulting from the gain could exceed the value of our ordinary shares or cash amount received upon the exchange. In addition, a Limited Partner may have difficulty finding buyers for a substantial number of ordinary shares in order to raise cash to pay tax liabilities associated with the exchange of their ~~Partnership REUs~~LP Units and may not receive a price for the ordinary shares equal to the value of the ~~Partnership REUs~~LP Units at the time of the exchange.

An active trading market for ~~Partnership REUs~~LP Units is not expected to develop.

The ~~Partnership REUs~~LP Units are not listed on a national exchange in the United States or on a foreign exchange. An active ~~public~~trading market for the ~~Partnership REUs~~LP Units is not expected to develop. In addition, although the ~~Partnership REUs~~LP Units are registered under the Exchange Act, Broadcom, as General Partner, is under no obligation to continue such registration and is authorized to deregister the ~~Partnership REUs~~LP Units at any time such registration is not legally required. As a result, it will be very difficult to sell the ~~Partnership REUs~~LP Units at a price that is attractive, or at all.

Future sales of Broadcom ordinary shares in the public market could cause the value of ~~Partnership REUs~~LP Units to fall.

Sales of a substantial number of Broadcom ordinary shares in the public market, or the perception that these sales might occur, could depress the value of the ~~Partnership REUs~~LP Units because the value of the ~~Partnership REUs~~LP Units is derivative of the value of Broadcom ordinary shares.

The value of the Broadcom ordinary shares received in any exchange of the ~~Partnership REUs,~~LP Units, or the cash amount to be paid by us in lieu thereof, may fluctuate.

The value of the Broadcom ordinary shares into which the ~~Partnership REUs~~LP Units may be exchanged, or the cash amount to be paid by the Partnership in lieu thereof, may be subject to significant fluctuations for many reasons.

Consequently, due to these potential fluctuations in value of Broadcom ordinary shares, at the time that the Exchange Right is exercised, the Broadcom ordinary shares into which ~~Partnership REUs~~LP Units may be exchanged, or the cash amount to be paid in lieu thereof, may have a value that differs from the value of Broadcom ordinary shares as of the effective time of the Broadcom Merger. Also see “At times, Broadcom’s share price has been volatile and it may fluctuate substantially in the future, which

could result in substantial losses for our investors as well as class action litigation against us and our management which could cause us to incur substantial costs and divert our management’s attention and ~~resources”~~resources.” regarding fluctuations in the value of Broadcom ordinary shares.

There can be no assurance that the Partnership will continue to declare cash distributions.

Pursuant to the terms of the Partnership Agreement, Broadcom, as General Partner, and our Limited Partners are entitled to receive distributions from the Partnership if and when Broadcom pays dividends to holders of its ordinary shares. There can be no assurance that Broadcom will declare cash dividends in the future in any particular amounts, or at all. Also see “There can be no assurance that we will continue to declare cash ~~dividends~~dividends.” regarding factors that may affect the timing and amount of dividends paid by Broadcom.

In certain circumstances, a Limited Partner may lose its limited liability status.

The Exempted Limited Partnership Law, 2014 of the Cayman Islands, as amended and any successor to such statute, or the Cayman Islands Limited Partnerships Act, provides ~~that~~ a limited partner with the benefits of limited liability unless, in addition to exercising rights and powers as a limited partner, such limited partner takes part in the control or conduct of the business of athe limited partnership ~~of which such limited partner is a partner~~ (subject to certain qualifications and exceptions). Subject to the provisions of the Cayman Islands Limited Partnerships Act and of similar legislation in other jurisdictions, the liability of each limited partner for the debts, liabilities and obligations of the Partnership will be limited to the limited partner’s capital contribution, plus the limited partner’s share of any undistributed income of the Partnership. However, pursuant to the Cayman Islands Limited Partnerships Act, where a limited partner has received a payment representing the return of all or part of that limited partner’s capital contribution or is released from any outstanding obligation in respect of his commitment and, at the time that payment was made or release effected, (i) the limited partnership is insolvent; and (ii) the limited partner had actual knowledge of the insolvency of the limited partnership, then for a period of six months, but not thereafter, such limited partner would be liable to the Partnership or, where the Partnership is dissolved, to its creditors, to repay such payment or perform the released obligation with interest to the extent that such contribution or part thereof is, necessary to discharge the liabilities of the Partnership to all creditors who extended credit or whose claims otherwise arose before the return of the capital contribution.

The limitation of liability conferred under the Cayman Islands Limited Partnerships Act may be ineffective outside the Cayman Islands except to the extent it is given extra-territorial recognition or effect by the laws of other jurisdictions. There may also be requirements to be satisfied in each jurisdiction to maintain limited liability. If limited liability is lost, limited partners may be considered to be general partners (and therefore be subject to unlimited liability) in such jurisdiction by creditors and others having claims against the Partnership.

Under certain circumstances, the voting rights of the ~~Partnership REUs~~LP Units will be limited.

Each holder of ~~Partnership REUs~~LP Units has the benefit of a voting trust agreement dated February 1, 2016, among the Partnership, Broadcom and the voting trustee, or the Voting Trust Agreement. Pursuant to the terms of the Voting Trust Agreement, the voting trustee holds non-economic voting preference shares of Broadcom, or Special Voting Shares, that entitle the voting trustee to a number of votes equal to the number of votes that would attach to the Broadcom ordinary shares receivable upon the exchange of the ~~Partnership REUs~~LP Units as of the record date of a Broadcom shareholder meeting. Holders of ~~Partnership REUs~~LP Units are entitled to direct the voting trustee under the Voting Trust Agreement to vote the number of Special Voting Shares equal to the number of ~~Partnership REUs~~LP Units held by such holder in substantially all votes that are presented to the holders of Broadcom ordinary shares. However, in the event that, under applicable law, any matter requires the approval of the holder of record of a Special Voting Share, voting separately as a class, the Voting Trust Agreement restricts the ability of holders of ~~Partnership REUs~~LP Units to exercise such voting rights.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~None~~None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

~~The exhibits listed in the Exhibit Index immediately preceding the exhibits are filed with or incorporated by reference into this Form 10-Q.~~

~~SIGNATURES~~

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~



	~~BROADCOM LIMITED~~
	~~By:~~	~~/s/ Thomas H. Krause, Jr.~~
		~~Thomas H. Krause, Jr.~~
		~~Vice President and Chief Financial Officer~~



	~~BROADCOM CAYMAN L.P.~~ ~~by Broadcom Limited, its General Partner~~
	~~By:~~	~~/s/ Thomas H. Krause, Jr.~~
		~~Thomas H. Krause, Jr.~~
		~~Vice President and Chief Financial Officer~~

~~Date: June 8, 2017~~

EXHIBIT INDEX



		Incorporated by Reference Herein
Exhibit Number	Description	Form	Filing Date	Filed Herewith
2.1#	Agreement and Plan of Merger, dated as of April 10, 2013, by and among CyOptics, Avago Technologies Wireless (U.S.A.) Manufacturing Inc., Celsus Acquisition Corp., Avago Technologies Limited, Avago Technologies Finance Pte. Ltd. and Shareholder Representative Services LLC.	~~Avago Technologies Limited Current Report on Form 8-K (Commission File No. 001-34428)~~	~~April 11, 2013~~

~~2.2#~~	~~Agreement and Plan of Merger, dated December 15, 2013, by and among LSI Corporation, Avago Technologies Limited, Avago Technologies Wireless (U.S.A.) Manufacturing, Inc. and Leopold Merger Sub, Inc.~~	~~Avago Technologies Limited Current Report on Form 8-K/A (Commission File No. 001-34428)~~	~~December 16, 2013~~

~~2.3#~~	Agreement and Plan of Merger, dated May 28, 2015, by and among Pavonia Limited, Avago Technologies Limited, Safari Cayman L.P., Avago Technologies Cayman Holdings Ltd., Avago Technologies Cayman Finance Limited, Buffalo CS Merger Sub, Inc., Buffalo UT Merger Sub, Inc. and Broadcom Corporation.	Avago Technologies Limited Current Report on Form 8-K (Commission File No. 001-34428)	May 29, 2015

~~2.4~~2.2	Amendment No. 1 to Agreement and Plan of Merger, dated July 29, 2015, by and between Avago Technologies Limited and Broadcom Corporation.	Avago Technologies Limited Current Report on Form 8-K (Commission File No. 001-34428)	July 31, 2015

~~2.5#~~2.3#	Agreement and Plan of Merger, dated November 2, 2016, by and among Brocade Communications Systems, Inc., Broadcom Limited, Broadcom Corporation and Bobcat Merger Sub, Inc.	Broadcom Limited Current Report on Form 8-K/A (Commission File No. 001-37690)	November 2, 2016

3.1	Constitution of Broadcom Limited	Broadcom Limited Current Report on Form 8-K12B (Commission File No. 001-37690)	February 2, 2016

3.2	Amended and Restated Exempted Limited Partnership Agreement of Broadcom Cayman L.P. (f/k/a Safari Cayman L.P.), dated February 1, 2016	Broadcom Limited Current Report on Form 8-K12B (Commission File No. 001-37690)	February 2, 2016

3.3	Voting Trust Agreement, dated as of February 1, 2016, by and among Broadcom Limited, Broadcom Cayman L.P. and Computershare Trust Company, N.A., as Trustee	Broadcom Limited Current Report on Form 8-K12B (Commission File No. 001-37690)	February 2, 2016

4.1	Form of Specimen Share Certificate for Registrant’s Ordinary Shares.	Broadcom Limited Registration Statement on Form S-3 (Commission File No. 333-209923)	March 4, 2016
4.2	Indenture, dated as of January 19, 2017, by and among the Broadcom Corporation and Broadcom Cayman Finance Limited(“Co-Issuers”), the Company, Broadcom Cayman L.P., and BC Luxembourg S.à r.l.(the “Guarantors”) and Wilmington Trust, National Association, as trustee.	Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)	January 20, 2017
4.3	Form of 2.375% Senior Note due 2020 (included in Exhibit 4.2).	Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)	January 20, 2017
4.4	Form of 3.000% Senior Note due 2022 (included in Exhibit 4.2).	Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)	January 20, 2017
4.5	Form of 3.625% Senior Note due 2024 (included in Exhibit 4.2).	Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)	January 20, 2017



		Incorporated by Reference Herein
Exhibit Number	Description	Form	Filing Date	Filed Herewith

~~4.2~~4.6	~~Indenture, dated as~~Form of ~~January 19, 2017, by and among the Broadcom Corporation and Broadcom Cayman Finance Limited~~ ~~(“Co-Issuers”), the Company, Broadcom Cayman L.P., and BC Luxembourg S.à r.l.~~ ~~(the “Guarantors”) and Wilmington Trust, National Association, as trustee.~~3.875% Senior Note due 2027 (included in Exhibit 4.2).	Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)	January 20, 2017

~~4.3~~	~~Form of 2.375% Senior Note due 2020 (included in Exhibit 4.2).~~	~~Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)~~	~~January 20, 2017~~

~~4.4~~	~~Form of 3.000% Senior Note due 2022 (included in Exhibit 4.2).~~	~~Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)~~	~~January 20, 2017~~

~~4.5~~	~~Form of 3.625% Senior Note due 2024 (included in Exhibit 4.2).~~	~~Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)~~	~~January 20, 2017~~

~~4.6~~	~~Form of 3.875% Senior Note due 2027 (included in Exhibit 4.2).~~	~~Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)~~	~~January 20, 2017~~

4.7	Registration Rights Agreement, dated as of January 19, 2017, by and among the Co-Issuers, the Guarantors and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Capital Inc., as representatives of the several initial purchasers of the Senior Notes.	Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)	January 20, 2017
4.8	Indenture, dated as of October 17, 2017, by and among the Co-Issuers, the Company and Broadcom Cayman L.P., (the “October Guarantors”) and Wilmington Trust, National Association, as trustee.	Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)	October 17, 2017
4.9	Form of 2.200% Senior Note due 2021 (included in Exhibit 4.8).	Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)	October 17, 2017
4.10	Form of 2.650% Senior Note due 2023 (included in Exhibit 4.8).	Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)	October 17, 2017
4.11	Form of 3.125% Senior Note due 2025 (included in Exhibit 4.8).	Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)	October 17, 2017
4.12	Form of 3.500% Senior Note due 2028 (included in Exhibit 4.8).	Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)	October 17, 2017
4.13	Registration Rights Agreement, dated as of October 17, 2017, by and among the Co-Issuers, the October Guarantors and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as representatives of the several initial purchasers of the October 2017 Senior Notes.	Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)	October 17, 2017
10.1+	Form of Restricted Share Unit Agreement (Sell to Cover) Under Avago Technologies Limited 2009 Equity Incentive Award Plan (effective December 5, 2017).	Broadcom Limited Annual Report on Form 10-K (Commission File No. 001-37690)	December 21, 2017
10.2+	Form of Performance Share Unit Agreement (Relative TSR) under Avago Technologies Limited 2009 Equity Incentive ~~Plan.~~	~~Broadcom Limited Quarterly Report on Form 10-Q (Commission File No. 001-37690)~~	Award Plan (effective March ~~9, 2017~~
13, 2018).			X
10.3+	Form of Restricted Stock Unit Award Agreement under LSI Corporation 2003 Equity Incentive Plan, as amended (effective December 5, 2017).	Broadcom Limited Annual Report on Form 10-K (Commission File No. 001-37690)	December 21, 2017
~~10.2+~~10.4+	Form of Restricted Stock Unit Award Agreement under Broadcom Corporation 2012 Stock Incentive Plan (effective December 5, 2017).	Broadcom Limited Annual Report on Form 10-K (Commission File No. 001-37690)	December 21, 2017
10.5+	Form of Performance Share Unit Agreement (Relative TSR) under Broadcom Corporation 2012 Stock Incentive ~~Plan.~~	~~Broadcom Limited Quarterly Report on Form 10-Q (Commission File No. 001-37690)~~	Plan (effective March ~~9, 2017~~

~~31.1~~	~~Certification of Principal Executive Officer of Broadcom Limited Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~13, 2018).			X



		Incorporated by Reference Herein
Exhibit Number	Description	Form	Filing Date	Filed Herewith
31.1	Certification of Principal Executive Officer of Broadcom Limited Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.			X
31.2	Certification of Principal Financial Officer of Broadcom Limited Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.			X

31.3	Certification of Principal Executive Officer for Broadcom Cayman L.P. Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.			X

31.4	Certification of Principal Financial Officer for Broadcom Cayman L.P. Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.			X

32.1	Certification of Principal Executive Officer of Broadcom Limited Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.			X

32.2	Certification of Principal Financial Officer of Broadcom Limited Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.			X

32.3	Certification of Principal Executive Officer for Broadcom Cayman L.P. Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.			X

32.4	Certification of Principal Financial Officer for Broadcom Cayman L.P. Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.			X

101.INS	XBRL Instance Document			X

101.SCH	XBRL Schema Document			X

101.CAL	XBRL Calculation Linkbase Document			X

101.DEF	XBRL Definition Linkbase Document			X

101.LAB	XBRL Labels Linkbase Document			X

101.PRE	XBRL Presentation Linkbase Document			X



#	Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Broadcom Limited hereby undertakes to furnish supplementally copies of any omitted schedules upon request by the SEC.
+	Indicates a management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	BROADCOM LIMITED
	By:	/s/ Thomas H. Krause, Jr.
		Thomas H. Krause, Jr.
		Vice President and Chief Financial Officer



	BROADCOM CAYMAN L.P. by Broadcom Limited, its General Partner
	By:	/s/ Thomas H. Krause, Jr.
		Thomas H. Krause, Jr.
		Vice President and Chief Financial Officer

Date: March 15, 2018



	April 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							(122		)
Carrying value of Senior Notes							$	13,428