Condensed Consolidating Financial Information | Condensed Consolidating Financial Information As of November 4, 2018, certain debt obligations of Broadcom, consisting of $17,550 million in senior unsecured notes issued by BRCM and Cayman Finance in fiscal year 2017 (the “2017 Senior Notes”), were fully and unconditionally guaranteed, jointly and severally, on an unsecured, unsubordinated basis by Broadcom and Broadcom-Singapore. Substantially all of the 2017 Senior Notes have been registered with the SEC. During the fiscal quarter ended February 3, 2019, Broadcom-Singapore was placed in voluntary liquidation in Singapore. BTI, a 100% -owned subsidiary of Broadcom, became a guarantor of the 2017 Senior Notes and entered into supplemental indentures with BRCM and Cayman Finance and the trustee of the 2017 Senior Notes. As a result, Broadcom-Singapore was released from its guarantee of the 2017 Senior Notes under each of their respective indentures in accordance with their terms. On May 15, 2019, Cayman Finance was merged into BTI, with BTI remaining as the surviving entity. In connection with this merger, BTI remains a guarantor and became co-issuer of the 2017 Senior Notes. Accordingly, we updated the guarantor structure as of August 4, 2019, which resulted in the following revised column headings: • Parent Guarantor (Broadcom) • Subsidiary Issuers (BTI and BRCM) • Non-Guarantor Subsidiaries (our other subsidiaries) We have applied the impacts of the change in guarantors and issuers retrospectively to all periods presented. The following information sets forth the condensed consolidating financial information for the Parent Guarantor, the Subsidiary Issuers, and our Non-Guarantor Subsidiaries for the periods presented in these condensed consolidated financial statements. Investments in subsidiaries are accounted for under the equity method; accordingly, entries necessary to consolidate the Parent Guarantor, the Subsidiary Issuers and the 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. Condensed Consolidating Balance Sheets August 4, 2019 Parent Guarantor Subsidiary Issuers Non-Guarantor Subsidiaries Eliminations Consolidated Totals (In millions) ASSETS Current assets: Cash and cash equivalents $ 203 $ 595 $ 4,664 $ — $ 5,462 Trade accounts receivable, net — — 3,539 — 3,539 Inventory — — 1,091 — 1,091 Intercompany receivable 92 750 462 (1,304 ) — Intercompany loan receivable — 10,319 8,605 (18,924 ) — Other current assets 144 59 603 — 806 Total current assets 439 11,723 18,964 (20,228 ) 10,898 Long-term assets: Property, plant and equipment, net — 761 1,850 — 2,611 Goodwill — 1,360 35,326 — 36,686 Intangible assets, net — 79 18,800 — 18,879 Investment in subsidiaries 52,248 46,526 — (98,774 ) — Intercompany loan receivable, long-term — — 932 (932 ) — Other long-term assets 27 64 602 — 693 Total assets $ 52,714 $ 60,513 $ 76,474 $ (119,934 ) $ 69,767 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 35 $ 47 $ 914 $ — $ 996 Employee compensation and benefits — 162 413 — 575 Current portion of long-term debt — 2,750 787 — 3,537 Intercompany payable 492 38 774 (1,304 ) — Intercompany loan payable 12,858 4,908 1,158 (18,924 ) — Other current liabilities 157 45 2,972 — 3,174 Total current liabilities 13,542 7,950 7,018 (20,228 ) 8,282 Long-term liabilities: Long-term debt 17,807 14,725 1,496 — 34,028 Deferred tax liabilities (65 ) (a) (279 ) (a) 2,004 — 1,660 Intercompany loan payable, long-term — 932 — (932 ) — Unrecognized tax benefits — 2,282 1,079 — 3,361 Other long-term liabilities (73 ) (b) 236 770 — 933 Total liabilities 31,211 25,846 12,367 (21,160 ) 48,264 Total stockholders’ equity 21,503 34,667 64,107 (98,774 ) 21,503 Total liabilities and stockholders’ equity $ 52,714 $ 60,513 $ 76,474 $ (119,934 ) $ 69,767 ________________________________ (a) Amount represents net deferred tax assets that are offset by net deferred tax liabilities on a consolidated basis. (b) Amount represents tax attribute assets that are offset by tax payables on a consolidated basis. Condensed Consolidating Balance Sheets November 4, 2018 Parent Guarantor Subsidiary Issuers Non-Guarantor Subsidiaries Eliminations Consolidated Totals (In millions) ASSETS Current assets: Cash and cash equivalents $ — $ 2,461 $ 1,831 $ — $ 4,292 Trade accounts receivable, net — — 3,325 — 3,325 Inventory — — 1,124 — 1,124 Intercompany receivable 56 182 67 (305 ) — Intercompany loan receivable — 9,780 4,713 (14,493 ) — Other current assets 52 37 277 — 366 Total current assets 108 12,460 11,337 (14,798 ) 9,107 Long-term assets: Property, plant and equipment, net — 772 1,863 — 2,635 Goodwill — 1,360 25,553 — 26,913 Intangible assets, net — 84 10,678 — 10,762 Investment in subsidiaries 35,268 46,742 — (82,010 ) — Intercompany loan receivable, long-term — — 991 (991 ) — Other long-term assets — 250 457 — 707 Total assets $ 35,376 $ 61,668 $ 50,879 $ (97,799 ) $ 50,124 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 19 $ 44 $ 748 $ — $ 811 Employee compensation and benefits — 272 443 — 715 Intercompany payable 9 58 238 (305 ) — Intercompany loan payable 8,691 4,713 1,089 (14,493 ) — Other current liabilities — 219 593 — 812 Total current liabilities 8,719 5,306 3,111 (14,798 ) 2,338 Long-term liabilities: Long-term debt — 17,456 37 — 17,493 Deferred tax liabilities — (47 ) (a) 216 — 169 Intercompany loan payable, long-term — 991 — (991 ) — Unrecognized tax benefits — 2,563 525 — 3,088 Other long-term liabilities — 131 248 — 379 Total liabilities 8,719 26,400 4,137 (15,789 ) 23,467 Total stockholders’ equity 26,657 35,268 46,742 (82,010 ) 26,657 Total liabilities and stockholders’ equity $ 35,376 $ 61,668 $ 50,879 $ (97,799 ) $ 50,124 ________________________________ (a) Amount represents net deferred tax assets that are offset by net deferred tax liabilities on a consolidated basis. Condensed Consolidating Statements of Operations and Comprehensive Income Fiscal Quarter Ended August 4, 2019 Parent Guarantor Subsidiary Issuers Non-Guarantor Subsidiaries Eliminations Consolidated Totals (In millions) Net revenue: Products $ — $ — $ 4,413 $ — $ 4,413 Subscriptions and services — — 1,102 — 1,102 Intercompany revenue — 403 — (403 ) — Total net revenue — 403 5,515 (403 ) 5,515 Cost of revenue: Cost of products sold — 37 1,482 — 1,519 Cost of subscriptions and services — 5 127 — 132 Intercompany cost of products sold — — 32 (32 ) — Amortization of acquisition-related intangible assets — — 828 — 828 Restructuring charges — — 2 — 2 Total cost of revenue — 42 2,471 (32 ) 2,481 Gross margin — 361 3,044 (371 ) 3,034 Research and development — 498 737 — 1,235 Intercompany operating expense — — 371 (371 ) — Selling, general and administrative 11 93 306 — 410 Amortization of acquisition-related intangible assets — — 475 — 475 Restructuring, impairment and disposal charges — 3 46 — 49 Total operating expenses 11 594 1,935 (371 ) 2,169 Operating income (loss) (11 ) (233 ) 1,109 — 865 Interest expense (187 ) (148 ) (27 ) — (362 ) Intercompany interest expense (89 ) (40 ) (9 ) 138 — Other income, net 2 5 34 — 41 Intercompany interest income — 74 64 (138 ) — Intercompany other income (expense), net 161 — (161 ) — — Income (loss) from continuing operations before income taxes and earnings in subsidiaries (124 ) (342 ) 1,010 — 544 Benefit from income taxes (84 ) (8 ) (79 ) — (171 ) Income (loss) from continuing operations before earnings in subsidiaries (40 ) (334 ) 1,089 — 715 Earnings in subsidiaries 755 1,191 — (1,946 ) — Net income $ 715 $ 857 $ 1,089 $ (1,946 ) $ 715 Comprehensive income $ 715 $ 857 $ 1,089 $ (1,946 ) $ 715 Condensed Consolidating Statements of Operations and Comprehensive Income Fiscal Quarter Ended August 5, 2018 Parent Guarantor Subsidiary Issuers Non-Guarantor Subsidiaries Eliminations Consolidated Totals (In millions) Net revenue: Products $ — $ — $ 4,783 $ — $ 4,783 Subscriptions and services — — 280 — 280 Intercompany revenue — 526 — (526 ) — Total net revenue — 526 5,063 (526 ) 5,063 Cost of revenue: Cost of products sold — 28 1,628 — 1,656 Cost of subscriptions and services — 3 21 — 24 Intercompany cost of products sold — — 31 (31 ) — Amortization of acquisition-related intangible assets — — 762 — 762 Restructuring charges — — 2 — 2 Total cost of revenue — 31 2,444 (31 ) 2,444 Gross margin — 495 2,619 (495 ) 2,619 Research and development — 394 565 — 959 Intercompany operating expense — — 495 (495 ) — Selling, general and administrative 8 64 162 — 234 Amortization of acquisition-related intangible assets — — 68 — 68 Restructuring, impairment and disposal charges — 5 14 — 19 Total operating expenses 8 463 1,304 (495 ) 1,280 Operating income (loss) (8 ) 32 1,315 — 1,339 Interest expense — (149 ) — — (149 ) Intercompany interest expense (15 ) (27 ) (296 ) 338 — Other income, net — 26 13 — 39 Intercompany interest income — 311 27 (338 ) — Intercompany other income (expense), net 67 — (67 ) — — Income from continuing operations before income taxes and earnings in subsidiaries 44 193 992 — 1,229 Provision for (benefit from) income taxes (28 ) 87 (27 ) — 32 Income from continuing operations before earnings in subsidiaries 72 106 1,019 — 1,197 Earnings in subsidiaries 1,124 1,018 — (2,142 ) — Income from continuing operations and earnings in subsidiaries 1,196 1,124 1,019 (2,142 ) 1,197 Loss from discontinued operations, net of income taxes — — (1 ) — (1 ) Net income $ 1,196 $ 1,124 $ 1,018 $ (2,142 ) $ 1,196 Comprehensive income $ 1,196 $ 1,124 $ 1,018 $ (2,142 ) $ 1,196 Condensed Consolidating Statements of Operations and Comprehensive Income Three Fiscal Quarters Ended August 4, 2019 Parent Guarantor Subsidiary Issuers Non-Guarantor Subsidiaries Eliminations Consolidated Totals (In millions) Net revenue: Products $ — $ — $ 13,470 $ — $ 13,470 Subscriptions and services — — 3,351 — 3,351 Intercompany revenue — 1,220 — (1,220 ) — Total net revenue — 1,220 16,821 (1,220 ) 16,821 Cost of revenue: Cost of products sold — 103 4,427 — 4,530 Cost of subscriptions and services — 12 393 — 405 Intercompany cost of products sold — — 90 (90 ) — Amortization of acquisition-related intangible assets — — 2,487 — 2,487 Restructuring charges — (7 ) 75 — 68 Total cost of revenue — 108 7,472 (90 ) 7,490 Gross margin — 1,112 9,349 (1,130 ) 9,331 Research and development — 1,408 2,111 — 3,519 Intercompany operating expense — — 1,130 (1,130 ) — Selling, general and administrative 82 256 962 — 1,300 Amortization of acquisition-related intangible assets — — 1,424 — 1,424 Restructuring, impairment and disposal charges — 12 686 — 698 Total operating expenses 82 1,676 6,313 (1,130 ) 6,941 Operating income (loss) (82 ) (564 ) 3,036 — 2,390 Interest expense (563 ) (443 ) (77 ) — (1,083 ) Intercompany interest expense (281 ) (123 ) (26 ) 430 — Other income, net 2 21 149 — 172 Intercompany interest income — 234 196 (430 ) — Intercompany other income (expense), net 765 — (765 ) — — Income (loss) from continuing operations before income taxes and earnings in subsidiaries (159 ) (875 ) 2,513 — 1,479 Benefit from income taxes (167 ) (195 ) (48 ) — (410 ) Income (loss) from continuing operations before earnings in subsidiaries 8 (680 ) 2,561 — 1,889 Earnings in subsidiaries 1,869 3,542 — (5,411 ) — Income from continuing operations and earnings in subsidiaries 1,877 2,862 2,561 (5,411 ) 1,889 Loss from discontinued operations, net of income taxes — — (12 ) — (12 ) Net income $ 1,877 $ 2,862 $ 2,549 $ (5,411 ) $ 1,877 Comprehensive income $ 1,877 $ 2,862 $ 2,549 $ (5,411 ) $ 1,877 Condensed Consolidating Statements of Operations and Comprehensive Income Three Fiscal Quarters Ended August 5, 2018 Parent Guarantor Subsidiary Issuers Non-Guarantor Subsidiaries Eliminations Consolidated Totals (In millions) Net revenue: Products $ — $ — $ 14,640 $ — $ 14,640 Subscriptions and services — — 764 — 764 Intercompany revenue — 1,676 — (1,676 ) — Total net revenue — 1,676 15,404 (1,676 ) 15,404 Cost of revenue: Cost of products sold — 89 5,115 — 5,204 Cost of subscriptions and services — 9 62 — 71 Intercompany cost of products sold — — 102 (102 ) — Purchase accounting effect on inventory — — 70 — 70 Amortization of acquisition-related intangible assets — — 2,242 — 2,242 Restructuring charges — 2 17 — 19 Total cost of revenue — 100 7,608 (102 ) 7,606 Gross margin — 1,576 7,796 (1,574 ) 7,798 Research and development — 1,207 1,613 — 2,820 Intercompany operating expense — — 1,574 (1,574 ) — Selling, general and administrative 10 221 588 — 819 Amortization of acquisition-related intangible assets — — 474 — 474 Restructuring, impairment and disposal charges — 49 153 — 202 Total operating expenses 10 1,477 4,402 (1,574 ) 4,315 Operating income (loss) (10 ) 99 3,394 — 3,483 Interest expense — (478 ) (2 ) — (480 ) Intercompany interest expense (15 ) (167 ) (1,389 ) 1,571 — Other income, net — 73 47 — 120 Intercompany interest income — 1,404 167 (1,571 ) — Intercompany other income (expense), net 67 (57 ) (10 ) — — Income from continuing operations before income taxes and earnings in subsidiaries 42 874 2,207 — 3,123 Benefit from income taxes (28 ) (7,894 ) (469 ) — (8,391 ) Income from continuing operations before earnings in subsidiaries 70 8,768 2,676 — 11,514 Earnings in subsidiaries 11,074 2,659 — (13,733 ) — Income from continuing operations and earnings in subsidiaries 11,144 11,427 2,676 (13,733 ) 11,514 Loss from discontinued operations, net of income taxes — (2 ) (17 ) — (19 ) Net income 11,144 11,425 2,659 (13,733 ) 11,495 Net income attributable to noncontrolling interest — 351 — — 351 Net income attributable to common stock $ 11,144 $ 11,074 $ 2,659 $ (13,733 ) $ 11,144 Net income $ 11,144 $ 11,425 $ 2,659 $ (13,733 ) $ 11,495 Other comprehensive income — — 1 — 1 Comprehensive income 11,144 11,425 2,660 (13,733 ) 11,496 Comprehensive income attributable to noncontrolling interest — 351 — — 351 Comprehensive income attributable to common stock $ 11,144 $ 11,074 $ 2,660 $ (13,733 ) $ 11,145 Condensed Consolidating Statements of Cash Flows Three Fiscal Quarters Ended August 4, 2019 Parent Guarantor Subsidiary Issuers Non-Guarantor Subsidiaries Eliminations Consolidated Totals (In millions) Cash flows from operating activities: Net income $ 1,877 $ 2,862 $ 2,549 $ (5,411 ) $ 1,877 Adjustments to reconcile net income to net cash provided by (used in) operating activities (1,521 ) (3,842 ) 5,293 5,411 5,341 Net cash provided by (used in) operating activities 356 (980 ) 7,842 — 7,218 Cash flows from investing activities: Net change in intercompany loans 800 (539 ) (6,827 ) 6,566 — Acquisitions of businesses, net of cash acquired (17,865 ) — 1,832 — (16,033 ) Proceeds from sales of businesses — — 957 — 957 Purchases of property, plant and equipment — (121 ) (228 ) 13 (336 ) Proceeds from disposals of property, plant and equipment — 13 82 (13 ) 82 Purchases of investments (5 ) — — — (5 ) Proceeds from sales of investments — — 5 — 5 Other — — (4 ) — (4 ) Net cash used in investing activities (17,070 ) (647 ) (4,183 ) 6,566 (15,334 ) Cash flows from financing activities: Net intercompany borrowings 7,167 130 (731 ) (6,566 ) — Proceeds from long-term borrowings 28,793 — — — 28,793 Repayment of debt (12,000 ) — — — (12,000 ) Payment of debt issuance costs (46 ) — — — (46 ) Other borrowings 992 — 353 — 1,345 Dividend and distribution payments (3,181 ) — — — (3,181 ) Repurchases of common stock - repurchase program (5,002 ) — — — (5,002 ) Shares repurchased for tax withholdings on vesting of equity awards — (369 ) (449 ) — (818 ) Issuance of common stock 194 — — — 194 Other — — 1 — 1 Net cash provided by (used in) financing activities 16,917 (239 ) (826 ) (6,566 ) 9,286 Net change in cash and cash equivalents 203 (1,866 ) 2,833 — 1,170 Cash and cash equivalents at beginning of period — 2,461 1,831 — 4,292 Cash and cash equivalents at end of period $ 203 $ 595 $ 4,664 $ — $ 5,462 Condensed Consolidating Statements of Cash Flows Three Fiscal Quarters Ended August 5, 2018 Parent Guarantor Subsidiary Issuers Non-Guarantor Subsidiaries Eliminations Consolidated Totals (In millions) Cash flows from operating activities: Net income $ 11,144 $ 11,425 $ 2,659 $ (13,733 ) $ 11,495 Adjustments to reconcile net income to net cash provided by (used in) operating activities (11,112 ) (11,672 ) 3,572 13,962 (5,250 ) Net cash provided by (used in) operating activities 32 (247 ) 6,231 229 6,245 Cash flows from investing activities: Intercompany contributions paid — (9,099 ) (3,002 ) 12,101 — Distributions received from subsidiaries — — 1,521 (1,521 ) — Net change in intercompany loans — 4,140 1,169 (5,309 ) — Acquisitions of businesses, net of cash acquired — — (4,793 ) — (4,793 ) Proceeds from sales of businesses — — 782 — 782 Purchases of property, plant and equipment — (168 ) (396 ) 35 (529 ) Proceeds from disposals of property, plant and equipment — 31 242 (35 ) 238 Purchases of investments — (50 ) (199 ) — (249 ) Proceeds from sales of investments — 54 — — 54 Other — (50 ) (9 ) — (59 ) Net cash used in investing activities — (5,142 ) (4,685 ) 5,271 (4,556 ) Cash flows from financing activities: Intercompany contributions received — 3,231 9,099 (12,330 ) — Net intercompany borrowings 6,397 (1,141 ) (10,565 ) 5,309 — Repayment of debt — — (856 ) — (856 ) Dividend and distribution payments (754 ) (1,521 ) (1,521 ) 1,521 (2,275 ) Repurchases of common stock - repurchase program (5,725 ) — — — (5,725 ) Shares repurchased for tax withholdings on vesting of equity awards — (12 ) (23 ) — (35 ) Issuance of common stock 50 — 103 — 153 Other — — (19 ) — (19 ) Net cash provided by (used in) financing activities (32 ) 557 (3,782 ) (5,500 ) (8,757 ) Net change in cash and cash equivalents — (4,832 ) (2,236 ) — (7,068 ) Cash and cash equivalents at beginning of period — 7,555 3,649 — 11,204 Cash and cash equivalents at end of period $ — $ 2,723 $ 1,413 $ — $ 4,136 |