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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, DC
    20549
  Form 10-K
  (MARK ONE)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) 
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal
    year ended October 31,
    2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) 
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number:
    001-34428
      Avago Technologies
    Limited
 (Exact Name of Registrant as
    Specified in Its Charter)
      Singapore(State or Other Jurisdiction
    of Incorporation or Organization)

N/A(I.R.S. Employer
    Identification No.)1 Yishun Avenue 7
    Singapore 768923(Address of Principal
    Executive Offices)

N/A(Zip
    Code)   (65) 6755-7888
    (Registrants telephone number, including area
    code)
      Securities registered pursuant
    to Section 12(b) of the Act:
  Title of Class

Name of Each Exchange on Which RegisteredOrdinary Shares, no par value

The NASDAQ Global Select Market   Securities registered pursuant
    to Section 12(g) of the Act:
  None (Title of class)
      þ o
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer þ

Accelerated
    filer o

Non-accelerated
    filer o

Smaller reporting company o(Do not check if a smaller
    reporting company)   Rule 12b-2 o þ
      Documents Incorporated by Reference
  Form 10-K Form 10-K.




---



##### 





AVAGO
    TECHNOLOGIES LIMITED
    2010 ANNUAL REPORT ON
    FORM 10-K
    TABLE OF CONTENTS
   
 PagePART I.ITEM 1.

BUSINESS


3ITEM 1A.

RISK FACTORS


11ITEM 1B.

UNRESOLVED STAFF COMMENTS


33ITEM 2.

PROPERTIES


34ITEM 3.

LEGAL PROCEEDINGS


34PART II.ITEM 5.

MARKET FOR THE REGISTRANTS COMMON EQUITY,
    RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES


36ITEM 6.

SELECTED FINANCIAL DATA


38ITEM 7.

MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


40ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


61ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


63ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


108ITEM 9A.

CONTROLS AND PROCEDURES


108ITEM 9B.

OTHER INFORMATION


109PART III.ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


109ITEM 11.

EXECUTIVE COMPENSATION


109ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
    AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS


109ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE


110ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES


110PART IV.ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES


110SIGNATURES


111EXHIBIT INDEX


113EX-10.1EX-10.41EX-10.46EX-12.1EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   2




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PART I  Form 10-K. Form 10-K Form 10-K. Form 10-K
  Form 10-K
  ITEM 1.
    BUSINESS  Overview
   3




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50-year
      Markets
    and Products
   4




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Wireless Communications.
  Wired Infrastructure.
  Industrial and Automotive Electronics.
  Consumer and Computing Peripherals.
 5




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Target Market

Major Product Families

Major Applications

Major End CustomersWireless Communications

   RF amplifiers

   Voice and data communications

   LG Electronics Inc.   RF filters

   Camera phone

   Huawei Technologies Co., Ltd.   RF front end modules (FEMs)

   Keypad and display backlighting

   Samsung Electronics Co., Ltd.   Ambient light sensors

   Backlighting control   LEDs

   Base stations   Low noise amplifiers   mm-wave mixers   Optical Finger Navigation (OFN)   DiodesWired Infrastructure

   Fiber optic transceivers

   Data communications

   Brocade Communications   Serializer/deserializer (SerDes)

   Storage area networking

Systems, Inc.ASICs

   Servers

   Cisco Systems Inc.   Hewlett-Packard Company   International BusinessMachines  Corp.   Juniper Networks Inc.Industrial and Automotive

   Fiber optic transceivers

   In-car infotainment

   ABB Ltd.Electronics

   LEDs

   Displays

   Schneider Electric   Motion control encoders and

   Lighting

   Siemens AGsubsystems

   Factory automation   Optocouplers

   Motor controls   Power supplies   Renewable clean energyConsumer and Computing

   Optical mouse sensors

   Optical mice

   Hewlett-Packard CompanyPeripherals

   Motion control encoders and

   Printers

   Logitech International S.A.subsystems

   Optical disk drives

   Primax Electronics Ltd.   Research
    and Development
       6




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Customers,
    Sales, Marketing and Distribution
          Operations
  just-in-time
  Materials
    and Suppliers
   7




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Competition
            Intellectual
    Property
     8




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Employees
    Environmental
    and Other Regulation
   9




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Backlog
    Seasonality
    Financial
    Information about Geographic Areas
    Other
    Information
    http://www.sec.gov Form 10-K, Form 10-Q, Form 8-K,
 10




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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. The following important factors,
    among others, could cause our actual results to differ
    materially from those expressed in forward-looking statements
    made by us or on our behalf in filings with the SEC, press
    releases, communications with investors and oral statements.
  Risks
    Related to Our Business
  We
    operate in the highly cyclical semiconductor industry, which is
    subject to significant downturns.
    Our
    operating results are subject to substantial quarterly and
    annual fluctuations.
    
    changes in end-user demand for the products manufactured and
    sold by our customers;
    the timing of receipt, reduction or cancellation of significant
    orders by customers;
    fluctuations in the levels of component inventories held by our
    customers;
    the gain or loss of significant customers;
    market acceptance of our products and our customers
    products;
    our ability to develop, introduce and market new products and
    technologies on a timely basis;
    the timing and extent of product development costs;
    new product announcements and introductions by us or our
    competitors;
    incurrence of research and development and related new product
    expenditures;
    seasonality or cyclical fluctuations in our markets;
    currency fluctuations;
    utilization of our internal manufacturing facilities;
    fluctuations in manufacturing yields;
    significant warranty claims, including those not covered by our
    suppliers or our insurers;
    availability and cost of raw materials from our suppliers;
    changes in our product mix or customer mix; 11




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
    intellectual property disputes;
    loss of key personnel or the shortage of available skilled
    workers;
    the effects of competitive pricing pressures, including
    decreases in average selling prices of our products; and
    changes in our tax incentive arrangements or structure, which
    may adversely affect our net tax expense in any quarter in which
    such an event occurs.  quarter-to-quarter
  The
    recent economic downturn and financial crisis has negatively
    affected our business and continuing poor economic conditions
    may negatively affect our future business, results of
    operations, and financial condition.
    If we
    do not adapt to technological changes in the semiconductor
    industry, we could lose customers or market share.
   12




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Dependence
    on contract manufacturing and outsourcing other portions of our
    supply chain may adversely affect our ability to bring products
    to market and damage our reputation.
      
    inability of our manufacturers to develop manufacturing methods
    appropriate for our products and their unwillingness to devote
    adequate capacity to produce our products;
    product and manufacturing costs that are higher than anticipated;
    reduced control over product reliability and delivery schedules;
    more complicated supply chains; and
    time, expense and uncertainty in identifying and qualifying
    additional or replacement manufacturers.    A
    prolonged disruption of our manufacturing facilities could have
    a material adverse effect on our business, financial condition
    and results of operations.
   13




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Unless
    we and our suppliers continuously improve manufacturing
    efficiency and quality, our financial performance could be
    adversely affected.
      Winning
    business is subject to lengthy, competitive selection processes
    that require us to incur significant expense. Even if we begin a
    product design, a customer may decide to cancel or change its
    product plans, which could cause us to generate no revenues from
    a product and adversely affect our results of
    operations.
      We may
    be subject to claims of infringement of third-party intellectual
    property rights or demands that we license third-party
    technology, which could result in significant expense and loss
    of our intellectual property rights.
   14




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
    cease the manufacture, use or sale of the infringing products,
    processes or technology;
    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 intellectual property portfolio;
    indemnify customers or distributors;
    pay substantial damages to our customers or end users to
    discontinue use or replace infringing technology with
    non-infringing technology; or
    relinquish intellectual property rights associated with one or
    more of our patent claims, if such claims are held invalid or
    otherwise unenforceable.    We
    utilize a significant amount of intellectual property in our
    business. If we are unable to protect our intellectual property,
    our business could be adversely affected.
    
    any of the patents and pending patent applications, trademarks,
    copyrights, trade secrets, know-how or other intellectual
    property rights that we presently employ in our business will
    not lapse or be invalidated, circumvented, challenged, or, in
    the case of third-party intellectual property rights, licensed
    or
    sub-licensed
    to us, be licensed to others
    our intellectual property rights will provide competitive
    advantages to us;
    rights previously granted by third parties to intellectual
    property rights licensed or assigned to us, including portfolio
    cross-licenses, will not hamper our ability to assert our
    intellectual property rights against potential competitors or
    hinder the settlement of currently pending or future disputes; 15




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
    any of our pending or future patent, trademark or copyright
    applications will be issued or have the coverage originally
    sought; or
    our intellectual property rights will be enforced in certain
    jurisdictions where competition may be intense or where legal
    protection may be weak.      Competition
    in our industry could prevent us from growing our revenue and
    from raising prices to offset increases in costs.
     16




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We may
    be unable to make the substantial and productive research and
    development investments which are required to remain competitive
    in our business.
    Our
    business would be adversely affected by the departure of
    existing members of our senior management team or if our senior
    management team is unable to effectively implement our
    strategy.
    If we
    are unable to attract, train and retain qualified personnel,
    especially our design and technical personnel, we may not be
    able to execute our business strategy effectively.
    We are
    subject to warranty claims, product recalls and product
    liability.
   17




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The
    complexity of our products could result in unforeseen delays or
    expenses or undetected defects or bugs, which could adversely
    affect the market acceptance of new products, damage our
    reputation with current or prospective customers, and materially
    and adversely affect our operating costs.
    Failure
    to adjust our supply chain volume due to changing market
    conditions or failure to accurately estimate our customers
    demand could adversely affect our results of
    operations.
     18




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We are
    subject to currency exchange risks that could adversely affect
    our operations.
    
    risks resulting from changes in currency exchange rates and the
    implementation of exchange controls; and
    limitations on our ability to reinvest earnings from operations
    in one country to fund the capital needs of our operations in
    other countries.    Our
    operating results and financial condition could be harmed if the
    markets into which we sell our products decline.
    The
    demands or loss of one or more of our significant customers may
    adversely affect our business.
   19




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We
    generally do not have any long-term supply contracts with our
    contract manufacturers or materials suppliers and may not be
    able to obtain the products or raw materials required for our
    business, which could have a material adverse affect on our
    business.
        We
    rely on third parties to provide corporate infrastructure
    services necessary for the operation of our business. Any
    failure of one or more of our vendors to provide these services
    could have a material adverse effect on our
    business.
   20




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Our
    gross margin is dependent on a number of factors, including our
    product mix and level of capacity utilization.
    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.
    
    changes in political, regulatory, legal or economic conditions;
    restrictive governmental actions, such as restrictions on the
    transfer or repatriation of funds and foreign investments and
    trade protection measures, including export duties and quotas
    and customs duties and tariffs;
    disruptions of capital and trading markets;
    changes in import or export licensing requirements;
    transportation delays;
    civil disturbances or political instability;
    geopolitical turmoil, including terrorism, war or political or
    military coups;
    changes in labor standards;
    limitations on our ability under local laws to protect our
    intellectual property;
    nationalization of businesses and expropriation of assets;
    changes in tax laws;
    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; and
    difficulty in obtaining distribution and support.   21




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If we
    suffer loss or significant damage to our factories, facilities
    or distribution system due to catastrophe, our operations could
    be seriously harmed.
    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, 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.
   22




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The
    enactment of legislation implementing changes in U.S. taxation
    of international business activities or the adoption of other
    tax reform policies could materially impact our financial
    position and results of operations.
    We may
    pursue acquisitions, dispositions, investments and joint
    ventures, which could affect our results of
    operations.
      non-amortizable
 23




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Our
    business is subject to various governmental regulations, and
    compliance with these regulations may cause us to incur
    significant expenses. If we fail to maintain compliance with
    applicable regulations, we may be forced to recall products and
    cease their manufacture and distribution, and we could be
    subject to civil or criminal penalties.
        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 affect on our
    results of operations and financial condition.
  clean-up
   24




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
    changes in environmental or health and safety laws or
    regulations;
    the manner in which environmental or health and safety laws or
    regulations will be enforced, administered or interpreted;
    our ability to enforce and collect under indemnity agreements
    and insurance policies relating to environmental
    liabilities; or
    the cost of compliance with future environmental or health and
    safety laws or regulations or the costs associated with any
    future environmental claims, including the cost of
    clean-up of
    currently unknown environmental conditions.  We
    have taken significant restructuring charges in the past and may
    need to take material restructuring charges in the
    future.
      We are
    subject to risks associated with our distributors product
    inventories and product sell-through.
     25




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We
    rely on third-party distributors and manufacturers
    representatives, as well as our employee sales representatives,
    and the failure of these representatives to perform as expected
    could reduce our future sales.
    The
    average selling prices of products in our markets have
    historically decreased rapidly and will likely do so in the
    future, which could harm our revenues and gross
    profits.
   26




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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 expenses to remediate any internal control
    deficiencies and ultimately have an adverse effect on our share
    price.
      Our
    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 and prevent us from fulfilling our obligations under
    our indebtedness.
      
    increasing our vulnerability to adverse general economic and
    industry conditions;
    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 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;
    exposing us to interest rate risk to the extent of our variable
    rate indebtedness;
    limiting our ability to, or increasing the costs to, refinance
    indebtedness; and 27




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
    making it more difficult to borrow additional funds in the
    future to fund working capital, capital expenditures and other
    purposes.    Our
    senior credit agreement imposes significant restrictions on our
    business.
    
    incur additional indebtedness and issue ordinary or preferred
    shares;
    pay dividends or make other distributions on, redeem or
    repurchase our shares or make other restricted payments;
    make investments, acquisitions, loans or advances;
    incur or create liens;
    transfer or sell certain assets;
    engage in sale and lease back transactions;
    declare dividends or make other payments to us;
    guarantee indebtedness;
    engage in transactions with affiliates; and
    consolidate, merge or transfer all or substantially all of our
    assets.      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, our
    directors or officers in Singapore.
     28




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We are
    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.
    For a
    limited period of time, our directors have general authority to
    allot and issue new ordinary shares on terms and conditions as
    may be determined by our board of directors in its sole
    discretion.
    Risks
    Relating to Owning Our Ordinary Shares
  Control
    by principal shareholders could adversely affect our other
    shareholders.
   29




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At
    times, our share price has been volatile and it may fluctuate
    substantially in the future, which could result in substantial
    losses for our investors.
    
    actual or anticipated fluctuations in our financial condition
    and operating results;
    overall conditions in the semiconductor market and general
    economic and market conditions;
    addition or loss of significant customers;
    changes in laws or regulations applicable to our products;
    actual or anticipated changes in our growth rate relative to our
    competitors;
    announcements of technological innovations or competitive
    products by us or our competitors;
    announcements by us or our competitors of significant
    acquisitions, strategic partnerships, joint ventures or capital
    commitments;
    additions or departures of key personnel;
    issuance of new or updated research or reports by securities
    analysts;
    fluctuations in the valuation of companies perceived by
    investors to be comparable to us;
    disputes or other developments related to proprietary rights,
    including patents, litigation matters and our ability to obtain
    intellectual property protection for our technologies;
    announcement of, or expectation of additional financing efforts;
    sales of our ordinary shares by us or our shareholders;
    share price and volume fluctuations attributable to inconsistent
    trading volume levels of our shares; and
    changes in our dividend policy.     30




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If
    securities or industry analysts do not publish research or
    reports about our business, or publish negative reports about
    our business, our share price and trading volume could
    decline.
    Future
    sales of our ordinary shares in the public market could cause
    our share price to fall.
    lock-up 30-day lock-up
      and/or
  There
    can be no assurance that we will continue to declare cash
    dividends or declare them in any particular
    amounts.
   31




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The
    requirements of being a public company may strain our resources,
    divert managements attention and affect our ability to
    attract and retain qualified board members.
       32




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Singapore
    corporate law may impede 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.
        Form 10-K
  ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS   33




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ITEM 2.
    PROPERTIES    Site

Major Activity

Owned/Leased

Square Footage

Lease ExpirationYishun, Singapore

Administration, Manufacturing, Research and Development and
    Sales and Marketing

Leased

116,500

November 2015Depot Road, Singapore

Manufacturing

Leased

50,000

October 2015Senoko, Singapore

Manufacturing

Leased

72,000

September 2029Seoul, Korea

Research and Development and

Leased

53,000

October 2015Sales and Marketing

Leased

19,000

October 2012Penang, Malaysia

Manufacturing, Research and 
    Development, and Administration

OwnedBuilding
    LeasedLand

318,000

June 2045San Jose, CA, United States

Administration, Research and Development and Sales and Marketing

Leased

148,000

November 2015Fort Collins, CO, United States

Manufacturing and Research and Development

Owned

833,000Boeblingen, Germany

Administration, Research and Development and Sales and Marketing

Leased

19,000

April 2012Regensburg, Germany

Manufacturing, Research and Development and Marketing

Leased

8,590

June 2013Samorin, Slovakia

Manufacturing

Leased

31,000

March 2018Turin, Italy

Manufacturing and Research and

Leased

10,500

April 2012Development

Leased

22,000

June 2017   ITEM 3.
    LEGAL
    PROCEEDINGS  and/or
 34




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PART II  ITEM 5.
    MARKET
    FOR THE REGISTRANTS COMMON EQUITY, RELATED SHAREHOLDER
    MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES  Market
    Information
    Market PricesHigh

LowFiscal Year ended November 1, 2009Fourth Quarter (Beginning August 6, 2009, ended
    November 1, 2009))

$
19.00


$
14.72Fiscal Year ended October 31, 2010First Quarter (ended January 31, 2010)

$
19.55


$
14.33Second Quarter (ended May 2, 2010)

$
22.88


$
16.50Third Quarter (ended August 1, 2010)

$
23.69


$
18.38Fourth Quarter (ended October 31, 2010)

$
24.95


$
18.41   Holders
    Dividends
       36




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Share
    Performance Graph
    
  8/6/2009


10/30/2009


1/29/2010


4/30/2010


7/30/2010


10/29/2010Avago Technologies Limited


$
100



$
93



$
107



$
127



$
134



$
153S&P 500 Index



100




104




108




119




110




119Philadelphia Semiconductor Index



100




99




105




125




116




124     Note:
  Securities
    Authorized for Issuance Under Equity Compensation
    Plans
   37




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ITEM 6.
    SELECTED
    FINANCIAL DATA  Form 10-K. Form 10-K. Form 10-K.
  Summary
    of 5 Year Selected Financial Data
  Predecessor(1)



CompanyOne Month Ended



Year EndedNovember 30,



October 31,


October 31,


November 2,


November 1,


October 31,2005



2006(2)


2007


2008


2009


2010(In millions)Statement of Operations Data:Net revenue

$
114



$
1,399


$
1,527


$
1,699


$
1,484


$
2,093Cost of products sold:Cost of products sold


87




926



936



981



855



1,068Amortization of intangible assets







55



60



57



58



58Asset impairment charges(3)











140











Restructuring charges(4)







2



29



6



11



1Total cost of products sold


87




983



1,165



1,044



924



1,127Gross margin


27




416



362



655



560



966Research and development


22




187



205



265



245



280Selling, general and administrative


27




243



193



196



165



196Amortization of intangible assets







56



28



28



21



21Asset impairment charges(3)











18











Restructuring charges(4)


1




3



22



6



23



3Advisory agreement termination fee(5)



















54



Selling shareholder expenses(5)



















4



Litigation settlement(6)







21















Acquired in-process research and development











1











Total operating expenses


50




510



467



495



512



500Income (loss) from operations(7)(8)


(23
)



(94
)


(105
)


160



48



466Interest expense(9)







(143
)


(109
)


(86
)


(77
)


(34
)Loss on extinguishment of debt











(12
)


(10
)


(8
)


(24
)Other income (expense), net







12



14



(4
)


1



(2
)Income (loss) from continuing operations before taxes


(23
)



(225
)


(212
)


60



(36
)


406Provision for (benefit from) income taxes(10)


2




3



8



3



8



(9
)Income (loss) from continuing operations


(25
)



(228
)


(220
)


57



(44
)


415Income from and gain on discontinued operations, net of income
    taxes(11)


1




1



61



26







Net income (loss)

$
(24
)


$
(227
)

$
(159
)

$
83


$
(44
)

$
415 38




---



##### Table of Contents



Predecessor(1)



CompanyOne Month Ended



Year EndedNovember 30,



October 31,


October 31,


November 2,


November 1,


October 31,2005



2006(2)


2007


2008


2009


2010(In millions)Balance Sheet Data (at end of period):Cash and cash equivalents






$
272


$
309


$
213


$
472


$
561Total assets







2,217



1,951



1,871



1,970



2,157Long-term debt and capital lease obligations







1,004



907



708



233



4Total shareholders equity







842



693



780



1,040



1,505Other Financial Data:Ratio of earnings to fixed charges(12)















1.7







11.7     (1)
    
    Predecessor refers to SPG, business segment of Agilent
    Technologies, Inc, or Agilent.(2)
    
    We completed the SPG Acquisition on December 1, 2005. The
    SPG Acquisition was accounted for as a purchase business
    combination under GAAP and thus the financial results for all
    periods from and after December 1, 2005 are not necessarily
    comparable to the prior results of Predecessor. We did not have
    any significant operating activity prior to December 1,
    2005. Accordingly, our results for the year ended
    October 31, 2006 represent only the eleven months of our
    operations after the completion of the SPG Acquisition.(3)
    
    During the year ended October 31, 2007, we recorded a
    $158 million write-down of certain long-lived assets
    following a review of the recoverability of the carrying value
    of certain manufacturing facilities, of which $18 million
    was recorded as part of operating expenses and the remainder was
    recorded as part of cost of products sold.(4)
    
    Our restructuring charges predominantly represent one-time
    employee termination benefits. We incurred total restructuring
    charges of $5 million during the year ended
    October 31, 2006 ($6 million on a combined basis
    including the one month period ended November 30,
    2005) related to our effort to rationalize our product
    lines. During the year ended October 31, 2007, we incurred
    restructuring charges of $51 million, of which
    $22 million was recorded as part of operating expenses and
    the remainder was recorded as part of cost of products sold.
    During the year ended November 2, 2008, we incurred
    restructuring charges of $12 million, of which
    $6 million was recorded as part of operating expenses and
    the remainder was recorded as part of cost of products sold.
    During year ended November 1, 2009, we incurred
    restructuring charges of $34 million, of which
    $23 million was recorded as part of operating expenses and
    the remainder was recorded as part of cost of products sold.
    During year ended October 31, 2010, we incurred
    restructuring charges of $4 million, of which
    $3 million was recorded as part of operating expenses and
    the remainder was recorded as part of cost of products sold.(5)
    
    The advisory agreement was terminated pursuant to its terms upon
    completion of our IPO, for a termination fee of
    $54 million, during the quarter ended November 1, 2009
    and no further payments will be made thereunder. We also
    recorded $4 million in selling shareholder expenses, in
    connection with the IPO, on behalf of the Sponsors and other
    selling shareholders.(6)
    
    In November 2006, we agreed to settle a trade secret lawsuit
    filed by Sputtered Films Inc., a subsidiary of Tegal
    Corporation, against Agilent, Advanced Modular Sputtering Inc.
    and our company. We assumed responsibility for this litigation
    in connection with the SPG Acquisition and accrued this
    liability in the fourth quarter of fiscal year 2006.(7)
    
    Includes share-based compensation expense recorded by
    Predecessor of $4 million for the one month ended
    November 30, 2005, and for the Company, $3 million for
    the year ended October 31, 2006, $12 million for the
    year ended October 31, 2007, $15 million for the year
    ended November 2, 2008 and $12 million for the year
    ended November 1, 2009 and $25 million for the year
    ended October 31, 2010.(8)
    
    Includes expense recorded in connection with the advisory
    agreement with our Sponsors of $5 million for the year
    ended October 31, 2006, $5 million for the year ended
    October 31, 2007, $6 million for the year ended
    November 2, 2008, and $4 million for the year ended
    November 1, 2009. 39




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##### Table of Contents



(9)
    
    Interest expense for the year ended October 31, 2006
    includes an aggregate of $30 million of amortization of
    debt issuance costs and commitment fees for expired credit
    facilities, including $19 million of unamortized debt
    issuance costs that were written off in conjunction with the
    repayment of our term loan facility during this period. As of
    October 31, 2006, we had permanently repaid all outstanding
    amounts under our term loan facility.(10)
    
    In fiscal year 2010, we recorded an income tax benefit totaling
    $9 million. The income tax benefit is associated with the
    release of $29 million of deferred tax asset valuation
    allowances, mainly associated with the Company irrevocably
    calling our senior subordinated notes for redemption in October
    2010, partially offset by the write-off of $6 million of
    deferred tax assets resulting from the grant of Malaysia tax
    incentive status, and an increase in overall tax provision due
    to an increase in worldwide taxable income.(11)
    
    In October 2005, we sold our Storage Business to PMC-Sierra Inc.
    This transaction closed on February 28, 2006, resulting in
    $420 million of net cash proceeds. No gain or loss was
    recorded on the sale.In February 2006, we sold our Printer ASICs Business to Marvell
    Technology Group Ltd. for $245 million in cash. Our
    agreement with Marvell also provides for up to $35 million
    in additional earn-out payments by Marvell to us based solely on
    the achievement by Marvell of certain revenue targets in respect
    of the acquired business subsequent to the acquisition. This
    transaction closed on May 1, 2006 and no gain or loss was
    recorded on the initial sale. In April 2007, we received
    $10 million of the earn-out payment from Marvell and
    recorded it as a gain on discontinued operations. In May 2008,
    we received $25 million of the earn-out payment from
    Marvell and recorded it as a gain on discontinued operations. In
    November 2006, we sold our Image Sensor operations to Micron
    Technology, Inc. for $53 million. Our agreement with Micron
    also provides for up to $17 million in additional earn-out
    payments by Micron to us upon the achievement of certain
    milestones. This transaction closed on December 8, 2006,
    resulting in $57 million of net proceeds, including
    $4 million of earn-out payments during the year ended
    October 31, 2007. In addition to this transaction, we also
    sold intellectual property rights related to the Image Sensor
    operations to another party for $12 million. We recorded a
    gain on discontinued operations of approximately
    $50 million for both of these transactions.In October 2007, we sold our Infra-red operations to Lite-On
    Technology Corporation for $19 million in cash and the
    right to receive guaranteed cost reductions or rebates based on
    our future purchases of non infra-red products from Lite-On. We
    recorded an overall loss from disposal of Infra-red operations
    of $5 million for fiscal year 2008.(12)
    
    For purposes of computing this ratio of earnings to fixed
    charges, fixed charges consist of interest expense
    on all indebtedness plus amortization of debt issuance costs and
    an estimate of interest expense within rental expense.
    Earnings consist of pre-tax income (loss) from
    continuing operations plus fixed charges. Earnings were
    insufficient to cover fixed charges by $23 million,
    $225 million, $212 million and $36 million for
    the one month ended November 30, 2005, the years ended
    October 31, 2006, October 31, 2007 and
    November 1, 2009, respectively.  ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  This Managements Discussion and Analysis of Financial
    Condition and Results of Operations should be read in
    conjunction with Selected Financial Data and our
    consolidated financial statements and notes thereto which appear
    elsewhere in this Annual Report on
    Form 10-K.
    This discussion may contain forward-looking statements based
    upon current expectations that involve risks and uncertainties.
    Our actual results may differ materially from those anticipated
    in these forward-looking statements as a result of various
    factors, including those set forth under the caption Risk
    Factors or in other parts of this Annual Report on
    Form 10-K.
  Overview
   40




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##### Table of Contents



50-year
         41




---



##### Table of Contents




    general economic and market conditions in the semiconductor
    industry and in our target markets;
    our ability to specify, develop or acquire, complete, introduce
    and market new products and technologies in a cost-effective and
    timely manner;
    the timing, rescheduling or cancellation of expected customer
    orders and our ability to manage inventory;
    the rate at which our present and future customers and end-users
    adopt our products and technologies in our target
    markets; and
    the qualification, availability and pricing of competing
    products and technologies and the resulting effects on sales and
    pricing of our products.    Net
    Revenue
    Costs and
    Expenses
  Total cost of products sold.
    Research and development.
 42




---



##### Table of Contents



Selling general and
    administrative.
  Amortization of intangible assets.
  Interest expense.
  Gain (loss) on extinguishment of debt.
  Other income (expense), net.
  Provision (benefit) for income taxes.
   43




---



##### Table of Contents



History
  SPG
    Acquisition
    Acquisitions
    
    During the first quarter of fiscal year 2008, we completed the
    acquisition of a privately-held manufacturer of motion control
    encoders for $29 million (net of cash acquired of
    $2 million) plus $9 million repayment of existing debt.
    During the second quarter of fiscal year 2008, we completed the
    acquisition of a privately-held developer of low-power wireless
    devices for $6 million, plus potential earn-out payments.
    During the fourth quarter of fiscal year 2008, we completed the
    acquisition of the Bulk Acoustic Wave Filter business of
    Infineon Technologies AG for $32 million in cash.
    During the second quarter of fiscal year 2009, we completed the
    acquisition of a manufacturer of motion control encoders for
    $7 million in cash.
    During the third quarter of fiscal year 2010, we completed the
    acquisition of a manufacturer of motion control encoders for
    $8 million in cash.    Restructuring
    Charges
   44




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##### Table of Contents



Critical
    Accounting Policies and Estimates
    Revenue recognition.
  Valuation of long-lived assets, intangible assets and
    goodwill.
 45




---



##### Table of Contents



Inventory valuation and warranty reserves. first-in,
 46




---



##### Table of Contents



Accounting for income taxes.
        Share-based compensation.
   47




---



##### Table of Contents



catch-up
    ESPPYear Ended

Year EndedNovember 2,

November 1,

October 31,

October 31,2008

2009

2010

2010Risk-free interest rate


3.4
%


2.3
%


1.9
%


0.2
%Dividend yield


0
%


0
%


0
%


0
%Volatility


44
%


52
%


45
%


42
%Expected term (in years)


6.5



5.7



5.0



0.5        48




---



##### Table of Contents



Fiscal
    Year Presentation
    Form 10-K
  Results
    from Continuing Operations
  Year
    Ended October 31, 2010 Compared to Year Ended
    November 1, 2009
    Year EndedNovember 1,


October 31,


November 1,


October 31,2009


2010


2009


2010(In millions)


(As a percentage of net revenue)Statement of Operations Data:Net revenue

$
1,484


$
2,093



100
%


100
%Cost of products sold:Cost of products sold


855



1,068



58



51Amortization of intangible assets


58



58



4



3Restructuring charges


11



1



1



Total cost of products sold


924



1,127



63



54Gross margin


560



966



37



46Research and development


245



280



17



14Selling, general and administrative


165



196



11



9Amortization of intangible assets


21



21



1



1Restructuring charges


23



3



1



Advisory agreement termination fee


54







4



Selling shareholder expenses


4











Total operating expenses


512



500



34



24Income from operations


48



466



3



22Interest expense


(77
)


(34
)


(5
)


(2
)Loss on extinguishment of debt


(8
)


(24
)


(1
)


(1
)Other income (expense), net


1



(2
)






Income (loss) from operations before taxes


(36
)


406



(3
)


19Provision for (benefit from) income taxes


8



(9
)






(1
)Net income (loss)


(44
)


415



(3
)%


20
%     Net revenue.
 49




---



##### Table of Contents



Year EndedNovember 1,

October 31,% of Net Revenue

2009

2010

ChangeWireless communications


42
%


38
%


(4
)%Industrial and automotive electronics


22



29



7Wired infrastructure


26



24



(2
)Consumer and computing peripherals


10



9



(1
)Total net revenue


100
%


100
%   Year EndedNovember 1,


October 31,Net Revenue

2009


2010


Change(In millions)Wireless communications

$
622


$
796


$
174Industrial and automotive electronics


332



605



273Wired infrastructure


384



509



125Consumer and computing peripherals


146



183



37Total net revenue

$
1,484


$
2,093


$
609          50




---



##### Table of Contents



Gross margin.
  Research and development.
  Selling, general and administrative.
    Amortization of intangible assets.
 51




---



##### Table of Contents



Restructuring charges.
  Interest expense.
  Gain (loss) on extinguishment of debt.
  Other income (expense), net. other-than-temporary
  Provision for (benefit from) income taxes.
 52




---



##### Table of Contents



Year
    Ended November 1, 2009 Compared to Year Ended
    November 2, 2008
    Year EndedNovember 2,


November 1,


November 2,


November 1,2008


2009


2008


2009(In millions)


(As a percentage of net revenue)Statement of Operations Data:Net revenue

$
1,699


$
1,484



100
%


100
%Cost of products sold:Cost of products sold


981



855



58



58Amortization of intangible assets


57



58



3



4Restructuring charges


6



11







1Total cost of products sold


1,044



924



61



63Gross margin


655



560



39



37Research and development


265



245



16



17Selling, general and administrative


196



165



12



11Amortization of intangible assets


28



21



2



1Restructuring charges


6



23







1Advisory agreement termination fee






54







4Selling shareholder expenses






4







Total operating expenses


495



512



30



34Income from operations


160



48



9



3Interest expense


(86
)


(77
)


(5
)


(5
)Loss on extinguishment of debt


(10
)


(8
)


(1
)


(1
)Other income (expense), net


(4
)


1







Income (loss) from continuing operations before taxes


60



(36
)


3



(3
)Provision for income taxes


3



8







Income (loss) from continuing operations


57



(44
)


3



(3
)Income from and gain on discontinued operations, net of income
    taxes


26







2



Net income (loss)

$
83


$
(44
)


5
%


(3
)%     Net revenue.
 53




---



##### Table of Contents



Year EndedNovember 2,

November 1,% of Net Revenue

2008

2009

ChangeWireless communications


31
%


42
%


11
%Wired infrastructure


28



26



(2
)Industrial and automotive electronics


30



22



(8
)Consumer and computing peripherals


11



10



(1
)Total net revenue


100
%


100
%   Year EndedNovember 2,


November 1,Net Revenue

2008


2009


Change(In millions)Wireless communications

$
524


$
622


$
98Wired infrastructure


470



384



(86
)Industrial and automotive electronics


513



332



(181
)Consumer and computing peripherals


192



146



(46
)Total net revenue

$
1,699


$
1,484


$
(215
)            54




---



##### Table of Contents



Gross margin.
  Research and development.
  Selling, general and administrative.
    Amortization of intangible assets.
  Restructuring charges.
 55




---



##### Table of Contents



Interest expense.
  Gain (loss) on extinguishment of debt.
  Other income (expense), net. other-than-temporary other-than-temporary
  Provision for income taxes.
  Liquidity
    and Capital Resources
    Form S-3
       56




---



##### Table of Contents



Year EndedNovember 2,


November 1,


October 31,2008


2009


2010Net cash provided by operating activities

$
208


$
139


$
510Net cash used in investing activities


(94
)


(63
)


(86
)Net cash (used in) provided by financing activities


(210
)


183



(335
)Net increase (decrease) in cash and cash equivalents

$
(96
)

$
259


$
89   Cash
    Flows for the Years Ended October 31, 2010 and
    November 1, 2009
  Operating
    Activities
          non-U.S. defined
   57




---



##### Table of Contents



Investing
    Activities
      Financing
    Activities
      Cash
    Flows for the Years Ended November 1, 2009 and
    November 2, 2008
      end-of-life
       58




---



##### Table of Contents



Indebtedness
  dollar-for-dollar
    Revolving
    Credit Facility
  same-day one-day dollar-for-dollar
       59




---



##### Table of Contents



Contractual
    Commitments
      2012 to

2014 toTotal

2011

2013

2015

ThereafterCurrent portion of long-term debt(1)

$
230


$
230











Estimated future interest expense and redemption premium
    payments(2)


18



18











Operating leases(3)


40



9



14



14



3Capital leases(4)


6



3



2



1



Commitments to contract manufacturers and other purchase
    obligations(5)


56



56











Additional contractual commitments(6)


51



24



23



4



     (1)
    
    Represents our outstanding notes as of October 31, 2010.
    Subsequent to that date, we redeemed the remaining
    $230 million principal amount of our senior subordinated
    notes, including the obligation to pay interest thereon.(2)
    
    Represents interest payments, commitment fees and letter of
    credit fees. The premium payment related to the redemption noted
    in (1) above is also included in the preceding table. See
    Note 7. Senior Credit Facility and Borrowings to the
    Consolidated Financial Statements.(3)
    
    Includes operating lease commitments for facilities and
    equipment that we have entered into with third parties.(4)
    
    Includes capital lease commitments for equipment that we have
    entered into with third parties.(5)
    
    We purchase components from a variety of suppliers and use
    several contract manufacturers to provide manufacturing services
    for our products. During the normal course of business, we issue
    purchase orders with estimates of our requirements several
    months ahead of the delivery dates. However, our agreements with
    these suppliers usually allow us the option to cancel,
    reschedule, and adjust our requirements based on our business
    needs prior to firm orders being placed. Typically purchase
    orders outstanding with delivery dates within 30 days are
    non-cancelable. In addition to the above, we record a liability
    for firm, non-cancelable, and unconditional purchase commitments
    for quantities in excess of our future demand forecasts in
    conjunction with our write-down of inventory. As of
    October 31, 2010, the liability for our firm,
    non-cancelable and unconditional purchase commitments was
    $3 million. These amounts are included in other liabilities
    in our balance sheets at October 31, 2010, and are excluded
    from the preceding table. 60




---



##### Table of Contents



(6)
    
    We have entered into several agreements related to outsourced
    IT, human resources, financial advisory services and other
    services agreements.    Off-Balance
    Sheet Arrangements
  Regulation S-K.
  Indemnifications
    to Hewlett-Packard and Agilent
    Other
    Indemnifications
    Accounting
    Changes and Recent Accounting Standards
  Form 10-K.
  ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Foreign
    Currency Derivative Instruments
   61




---



##### Table of Contents



Interest
    Rate Risk
  dollar-for-dollar-basis.
 62




---



##### 



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  AVAGO
    TECHNOLOGIES LIMITED
    INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
  PageReport of Independent Registered Public
    Accounting Firm


64Consolidated Balance Sheets


65Consolidated Statements of Operations


66Consolidated Statements of Cash Flows


67Consolidated Statements of Shareholders
    Equity and Comprehensive Income (Loss)


68Notes to Consolidated Financial Statements


69   63




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            
    64




---



##### Table of Contents



AVAGO
    TECHNOLOGIES LIMITED
    CONSOLIDATED BALANCE SHEETS  November 1,


October 31,2009


2010(In millions, except share amounts)ASSETSCurrent assets:Cash and cash equivalents

$
472


$
561Trade accounts receivable, net


186



285Inventory


162



189Other current assets


44



52Total current assets


864



1,087Property, plant and equipment, net


264



281Goodwill


171



172Intangible assets, net


647



573Other long-term assets


24



44Total assets

$
1,970


$
2,157LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
154


$
198Employee compensation and benefits


55



82Accrued interest


25



12Capital lease obligations  current


2



2Other current liabilities


33



41Current portion of long-term debt


364



230Total current liabilities


633



565Long-term liabilities:Long-term debt


230



Capital lease obligations  non-current


3



4Other long-term liabilities


64



83Total liabilities


930



652Commitments and contingencies (Note 17)Shareholders equity:Ordinary shares, no par value; 235,392,897 shares and
    239,888,231 shares issued and outstanding on
    November 1, 2009 and October 31, 2010, respectively


1,393



1,450Retained earnings (accumulated deficit)


(356
)


59Accumulated other comprehensive income (loss)


3



(4
)Total shareholders equity


1,040



1,505Total liabilities and shareholders equity

$
1,970


$
2,157    65




---



##### Table of Contents



AVAGO
    TECHNOLOGIES LIMITEDCONSOLIDATED STATEMENTS OF OPERATIONS
  Year EndedNovember 2,


November 1,


October 31,2008


2009


2010(In millions, except per share data)Net revenue

$
1,699


$
1,484


$
2,093Cost of products sold:Cost of products sold


981



855



1,068Amortization of intangible assets


57



58



58Restructuring charges


6



11



1Total cost of products sold


1,044



924



1,127Gross margin


655



560



966Research and development


265



245



280Selling, general and administrative


196



165



196Amortization of intangible assets


28



21



21Restructuring charges


6



23



3Advisory agreement termination fee






54



Selling shareholder expenses






4



Total operating expenses


495



512



500Income from operations


160



48



466Interest expense


(86
)


(77
)


(34
)Loss on extinguishment of debt


(10
)


(8
)


(24
)Other income (expense), net


(4
)


1



(2
)Income (loss) from continuing operations before income taxes


60



(36
)


406Provision for (benefit from) income taxes


3



8



(9
)Income (loss) from continuing operations


57



(44
)


415Income from and gain on discontinued operations, net of income
    taxes


26







Net income (loss)

$
83


$
(44
)

$
415Net income (loss) per share:Basic:Income (loss) from continuing operations

$
0.27


$
(0.20
)

$
1.74Income from and gain on discontinued operations, net of income
    taxes


0.12







Net income (loss)

$
0.39


$
(0.20
)

$
1.74Diluted:Income (loss) from continuing operations

$
0.26


$
(0.20
)

$
1.69Income from and gain on discontinued operations, net of income
    taxes


0.12







Net income (loss)

$
0.38


$
(0.20
)

$
1.69Weighted average shares :Basic


214



219



238Diluted


219



219



246    66




---



##### Table of Contents



AVAGO
    TECHNOLOGIES LIMITEDCONSOLIDATED STATEMENTS OF CASH FLOWS
  Year EndedNovember 2,


November 1,


October 31,2008


2009


2010(In millions)Cash flows from operating activities:Net income (loss)

$
83


$
(44
)

$
415Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


159



160



159Amortization of debt issuance costs


4



4



2Gain on discontinued operations


(27
)






Loss on extinguishment of debt


6



8



8Loss on disposal of property, plant and equipment


2



2



2Non-cash portion of restructuring charges






1



Impairment of investment






2



Share-based compensation


15



12



25Tax benefits from share-based compensation






1



Excess tax benefits from share-based compensation






(1
)


(2
)Changes in assets and liabilities, net of acquisitions and
    dispositions:Trade accounts receivable, net


38







(96
)Inventory


(45
)


27



(26
)Accounts payable


(29
)


(16
)


23Employee compensation and benefits


18



(19
)


27Other current assets and current liabilities


(13
)


(39
)


(16
)Other long-term assets and long-term liabilities


(3
)


41



(11
)Net cash provided by operating activities


208



139



510Cash flows from investing activities:Purchase of property, plant and equipment


(65
)


(57
)


(79
)Acquisitions and investments, net of cash acquired


(78
)


(7
)


(9
)Purchase of intangible assets


(6
)


(1
)


Proceeds from disposal of property, plant and equipment


5







2Proceeds from sale of discontinued operations


50



2



Net cash used in investing activities


(94
)


(63
)


(86
)Cash flows from financing activities:Issuance of ordinary shares, net of issuance costs


(2
)


304



28Repurchase of ordinary shares


(5
)


(6
)


Debt repayments


(202
)


(114
)


(364
)Excess tax benefits from share-based compensation


1



1



3Cash settlement of equity awards


(2
)


(1
)


Payment on capital lease obligation






(1
)


(2
)Net cash (used in) provided by financing activities


(210
)


183



(335
)Net increase (decrease) in cash and cash equivalents


(96
)


259



89Cash and cash equivalents at the beginning of year


309



213



472Cash and cash equivalents at end of year

$
213


$
472


$
561Supplemental disclosure of cash flow information:Cash paid for interest

$
85


$
79


$
46Cash paid for income taxes

$
8


$
10


$
6    67




---



##### Table of Contents



AVAGO
    TECHNOLOGIES LIMITEDCONSOLIDATED STATEMENTS OF SHAREHOLDERS
    EQUITY AND COMPREHENSIVE INCOME (LOSS)
  Retained


AccumulatedEarnings


Other


TotalOrdinary Shares


(Accumulated


Comprehensive


Shareholders


ComprehensiveShares


Amount


Deficit)


Income (loss)


Equity


Income (loss)(In millions, except share amounts)Balance as of October 31, 2007


213,959,783


$
1,075


$
(386
)

$
4


$
693


$
(155
)Cumulative effect of adopting amended guidance of ASC 740










(9
)






(9
)Issuance of ordinary shares to employees


28,509















Repurchase of ordinary shares


(471,000
)


(5
)










(5
)Cash settlement of equity awards






(2
)










(2
)Share-based compensation






15











15Tax benefits from share-based compensation






1











1Changes in accumulated other comprehensive income:Actuarial gains and prior service costs associated with
    post-retirement benefit and defined benefit pension plans, net
    of taxes














5



5



5Unrealized net loss on derivative instruments














(1
)


(1
)


(1
)Net income










83







83



83Balance as of November 2, 2008


213,517,292



1,084



(312
)


8



780


$
87Issuance of ordinary shares, net of issuance costs of
    $23 million


21,500,000



300











300Exercise of options


1,183,405



3











3Repurchase of ordinary shares


(807,800
)


(6
)










(6
)Cash settlement of equity awards






(1
)










(1
)Share-based compensation






12











12Tax benefits from share-based compensation






1











1Changes in accumulated other comprehensive income:Actuarial losses and prior service costs associated with
    post-retirement benefit and defined benefit pension plans, net
    of taxes














(6
)


(6
)


(6
)Unrealized net gain on derivative instruments














1



1



1Net loss










(44
)






(44
)


(44
)Balance as of November 1, 2009


235,392,897


$
1,393


$
(356
)

$
3


$
1,040


$
(49
)Issuance of ordinary shares in connection with  exercise of
    options


4,495,334



28











28Share-based compensation






25











25Tax benefits from share-based compensation






4











4Changes in accumulated other comprehensive income:Actuarial losses and prior service costs associated with
    post-retirement benefit and defined benefit pension plans, net
    of taxes














(7
)


(7
)


(7
)Net income










415







415



415Balance as of October 31, 2010


239,888,231


$
1,450


$
59


$
(4
)

$
1,505


$
408    68




---



##### Table of Contents



AVAGO
    TECHNOLOGIES LIMITED
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  1.
    Overview
    and Basis of Presentation  Overview
      Basis of
    Presentation
  Fiscal
    Periods
    Principles
    of Consolidation
    2.
    Summary
    of Significant Accounting Policies  Use of estimates.
  Out-of-period
    Adjustment.
  Revenue recognition.
 69




---



##### Table of Contents



Cash and cash equivalents.
  Deferred Compensation Plan.
  Trade accounts receivable, net.
  Share-based compensation.
    Shipping and handling costs.
  Goodwill and purchased intangible
    assets.
 70




---



##### Table of Contents



Advertising.
  Research and development.
  Taxes on income.
      Concentrations of credit risk and significant
    customers.
 71




---



##### Table of Contents



Concentration of other risks.
  Derivative instruments.
    Inventory. first-in,
  Investments.
  Property, plant and equipment.
 72




---



##### Table of Contents



Net income (loss) per share.
      Year EndedNovember 2,


November 1,


October 31,2008


2009


2010Net income (Numerator):Income from continuing operations

$
57


$
(44
)

$
415Income from and gain on discontinued operations, net of income
    taxes


26







Net income (loss)

$
83


$
(44
)

$
415Shares (Denominator):Basic weighted average ordinary shares outstanding


214



219



238Add: Incremental shares for:Dilutive effect of share options


5







8Shares used in diluted computation


219



219



246Net income (loss) per share:Basic:Income from continuing operations

$
0.27


$
(0.20
)

$
1.74Income from and gain on discontinued operations, net of income
    taxes

$
0.12


$



$
Net income (loss)

$
0.39


$
(0.20
)

$
1.74Diluted:Income from continuing operations

$
0.26


$
(0.20
)

$
1.69Income from and gain on discontinued operations, net of income
    taxes

$
0.12


$



$
Net income (loss)

$
0.38


$
(0.20
)

$
1.69   Foreign currency remeasurement.
  Capitalized software development costs.
 73




---



##### Table of Contents



Warranty.
    Balance as of November 2, 2008  included in
    other current liabilities

$
1Charged to cost of products sold


8Utilized


(2
)Balance as of November 1, 2009  included in
    other current liabilities

$
7Charged to cost of products sold


12Warranty accrual assumed during the period in connection with an
    acquisition


1Utilized


(3
)Balance as of October 31, 2010  included in
    other current liabilities

$
17     Accumulated other comprehensive income
    (loss).
  Recently
    Adopted Accounting Guidance
       74




---



##### Table of Contents



Form 10-K
  Recent
    Accounting Guidance Not Yet Adopted
     75




---



##### Table of Contents



3.
    Acquisitions
    and Investments  Acquisitions
     76




---



##### Table of Contents



Investments
      4.
    Balance
    Sheet Components  Inventory
    November 1,


October 31,2009


2010Finished goods

$
70


$
61Work-in-process


70



96Raw materials


22



32Total inventory

$
162


$
189    77




---



##### Table of Contents



Other
    Current Assets
    November 1,


October 31,2009


2010Prepayments

$
17


$
13Deferred income tax assets


10



18Non-U.S.
    transaction tax receivable


5



5Other


12



16Total other current assets

$
44


$
52   Property,
    Plant and Equipment, Net
    November 1,


October 31,2009


2010Land

$
11


$
11Buildings and leasehold improvements


128



130Machinery and equipment


419



499Total property, plant and equipment


558



640Accumulated depreciation and amortization


(294
)


(359
)Total property, plant and equipment, net

$
264


$
281           Other
    Current Liabilities
    November 1,


October 31,2009


2010Income and other taxes payable

$
1


$
6Deferred revenue


5



7Supplier liabilities


3



3Restructuring charges


3



Warranty


7



17Other


14



8Total other current liabilities

$
33


$
41  78




---



##### Table of Contents



5.
    Goodwill
    and Intangible Assets  Goodwill
    Balance as of November 2, 2008

$
1692009 acquisitions (Note 3. Acquisitions and
    Investments)


2Balance as of November 1, 2009


1712010 acquisitions (Note 3. Acquisitions and
    Investments)


1Balance as of October 31, 2010

$
172   Intangible
    Assets
    Gross Carrying


AccumulatedAmount


Amortization


Net Book ValueAs of November 1, 2009:Purchased technology

$
727


$
(231
)

$
496Customer and distributor relationships


249



(99
)


150Other


3



(2
)


1Total

$
979


$
(332
)

$
647As of October 31, 2010Purchased technology

$
727


$
(290
)

$
437Customer and distributor relationships


254



(120
)


134Other


4



(2
)


2Total

$
985


$
(412
)

$
573     Year EndedNovember 2,


November 1,


October 31,2008


2009


2010Cost of products sold

$
57


$
58


$
58Operating expenses


28



21



21Total

$
85


$
79


$
79    79




---



##### Table of Contents



Fiscal Year

Amount2011

$
772012


772013


772014


772015


76Thereafter


189$
573     November 1,

October 31,2009

2010Amortizable intangible assets:Purchased technology


10



9Customer and distributor relationships


8



8Other


25



22   6.
    Retirement
    Plans and Post-Retirement Benefits  Non-U.S. Defined
    Benefit Plans.
  401(k) Defined Contribution Plan.
  U.S. Deferred Compensation Plan.
  U.S. Post-Retirement Medical Benefit
    Plans.
  Non-U.S Retirement Benefit Plans.
 80




---



##### Table of Contents



Funded Status. non-U.S. defined
  Non-U.S. Defined Benefit Plans


U.S. Post Retirement Medical PlansNovember 1,


October 31,


November 1,


October 31,2009


2010


2009


2010Change in plan assets:Fair value  beginning of period

$
11


$
13


$



$
Employer contributions


3











Payments from plan assets


(1
)










Fair value of plan assets  end of period

$
13


$
13


$



$
Change in benefit obligation:Benefit obligation  beginning of period

$
19


$
21


$
14


$
21Service cost


2



2







1Interest cost


1



1



1



1Actuarial loss






7



6



2Curtailment gain


(1
)










Benefit obligation  end of period

$
21


$
31


$
21


$
25Net accrued costs:Plan assets less than benefit obligation

$
(8
)

$
(18
)

$
(21
)

$
(25
)Unrecognized net actuarial loss and prior service cost


4



7



3



2Accumulated other comprehensive loss


(4
)


(7
)


(3
)


(2
)$
(8
)

$
(18
)

$
(21
)

$
(25
)  81




---



##### Table of Contents



Non-U.S. Defined Benefit Plans

U.S. Post Retirement Medical PlansNovember 1,

October 31,

November 1,

October 31,2009

2010

2009

2010Other current liabilities

$
1


$



$
1


$
1Other long-term liabilities

$
7


$
18


$
20


$
24Accumulated other comprehensive income (loss) net of taxes

$
3


$
(3
)

$
1


$
(1
)   non-U.S. defined
  Non-U.S. Defined Benefit PlansNovember 1,

October 31,2009

2010Aggregate projected benefit obligation (PBO)

$
21


$
31Aggregate accumulated benefit obligation (ABO)

$
18


$
25   non-U.S. defined
  Non-U.S.

U.S. PostDefined

RetirementBenefit Plans

Medical Plans2011

$



$
12012


1



12013


1



12014


1



12015


1



12016-2020


8



10   non-U.S. defined
  Non-U.S. Defined Benefit PlansNovember 1,

October 31,2009

2010Actual

Target

Actual

TargetFixed income


0
%


0
%


96
%


96
%Time deposits


90



90







Other


10



10



4



4Total


100
%


100
%


100
%


100
%   Investment Policy.
 82




---



##### Table of Contents



Fair Value Measurement of Plan Assets
  Fair Value Measurement as ofOctober 31, 2010 UsingQuoted Prices inActive Market for


Significant OtherIdentical Assets


Observable Inputs(Level 1)


(Level 2)Assets:Fixed income

$
12


$
Other






1



Total assets

$
12


$
1     Assumptions. non-U.S. defined
  Assumptions for Benefit Obligation

Assumptions for Expenseas of

Year EndedNovember 1,

October 31,

November 2,

November 1,

October 31,2009

2010

2008

2009

2010Non-U.S.
    Defined Benefit Plans:Discount rate

2.00%-6.50%

1.50%-5.00%

2.25%-5.25%

2.25%-6.50%

2.00%-6.50%Average increase in compensation levels

2.50%-5.00%

2.50%-5.00%

3.00%-5.00%

2.50%-5.00%

2.50%-5.00%Expected long-term return on assets

1.50%-5.25%

1.50%-4.00%

2.75%-5.60%

3.00%-5.25%

1.50%-5.25%   Assumptions for Benefit Obligation

Assumptions for Expenseas of

Year EndedNovember 1,

October 31,

November 2,

November 1,

October 31,2009

2010

2008

2009

2010U.S. Post-Retirement Medical Plan:Discount rate


5.50
%


5.00
%


6.00
%


8.50
%


5.50
%Current medical cost trend rate


9.00
%


9.00
%


9.00
%


9.00
%


9.00
%Ultimate medical cost trend rate


5.00
%


4.50
%


5.00
%


5.00
%


5.00
%Medical cost trend rate decreases to ultimate trend rate in year


2019



2025



2012



2013



2019   83




---



##### Table of Contents



1% Increase

1% DecreaseEffect on U.S. Post-Retirement benefit obligation (in millions)

$
2


$
(2
)Percentage effect on U.S. Post-Retirement benefit obligation


9.4
%


(7.8
)%     7.
    Senior
    Credit Facility and Borrowings    November 1,


October 31,2009


2010Notes:101/8% senior

    notes due 2013

$
318


$
Senior floating rate notes due 2013


46



117/8% senior

    subordinated notes due 2015


230



230594



230Less: Current portion of long-term debt


364



230Long-term debt

$
230


$
   Senior
    Credit Facility
    same-day one-day
  Interest Rate and Fees:
 84




---



##### Table of Contents



Maturity: dollar-for-dollar
  Certain Covenants and Events of Default:
  
    incur additional debt or issue shares;
    create liens on assets;
    enter into sale-leaseback transactions;
    engage in mergers or consolidations;
    transfer or sell assets;
    pay dividends and distributions, repurchase our capital stock or
    make other restricted payments;
    make investments, loans or advances;
    make capital expenditures;
    repay subordinated indebtedness;
    make certain acquisitions;
    amend material agreements governing our subordinated
    indebtedness;
    change our lines of business; and
    change the status of our direct wholly owned subsidiary, Avago
    Technologies Holdings Pte. Ltd., as a passive holding company.      Senior
    Notes and Senior Subordinated Notes
  1 8 7 8
 85




---



##### Table of Contents




    incur additional indebtedness and issue disqualified stock or
    preferred shares;
    pay dividends or make other distributions on, redeem or
    repurchase our capital stock or make other restricted payments;
    make investments, acquisitions, loans or advances;
    incur or create liens;
    transfer or sell certain assets;
    engage in sale and lease back transactions;
    declare dividends or make other payments to us;
    guarantee indebtedness;
    engage in transactions with affiliates; and
    consolidate, merge or transfer all or substantially all of our
    assets.   86




---



##### Table of Contents



Debt
    Repayments
        Debt
    Issuance Costs
    8.
    Fair
    Value  Fair
    Value Measurements
           87




---



##### Table of Contents



Assets
    Measured at Fair Value on a Recurring Basis
    October 31, 2010Fair ValueMeasurementUsing QuotedPortion of


Prices in ActiveCarrying


Market forValue Measured at


Identical AssetsFair Value


(Level 1) as ofMoney Market Funds(1)

$
100


$
100Time deposits(1)


317



317Investment Funds  Deferred Compensation Plan Assets(2)


3



3Total assets measured at fair value

$
420


$
420     (1)
    
    Included in cash and cash equivalents in our consolidated
    balance sheet(2)
    
    Included in other current assets in our consolidated balance
    sheet    Assets
    Measured at Fair Value on a Nonrecurring Basis
    Fair
    Value of Other Financial Instruments
    November 1, 2009

October 31, 2010Carrying

Fair

Carrying

FairValue

Value

Value

ValueVariable rate debt

$
46


$
45


$



$
Fixed rate debt


548



586



230



247     9.
    Shareholders
    Equity   88




---



##### Table of Contents



Form S-3
  Ordinary
    and Redeemable Convertible Preference Shares
      Share
    Option Plans
     89




---



##### Table of Contents



Awards OutstandingWeighted-Weighted-

AverageAwards



Average

Remaining

AggregateAvailable for

Number

Exercise Price

Contractual Life

IntrinsicGrant

Outstanding

per Share

(in years)

ValueOutstanding as of October 31, 2007


6



20


$
6.07Granted


(5
)


5


$
10.42Cancelled


4



(4
)

$
6.10Balance as of November 2, 2008


5



21


$
7.03Shares authorized under 2009 Plan


20Granted


(7
)


7


$
12.56Exercised






(2
)

$
4.86Cancelled


2



(2
)

$
7.33Balance as of November 1, 2009


20



24


$
8.69Granted


(5
)


5


$
19.52Exercised






(4
)

$
6.46Cancelled


2



(2
)

$
10.88Balance as of October 31, 2010


17



23


$
11.50



7.41


$
307Vested as of October 31, 2010






7


$
7.37



5.99


$
129Vested and expected to vest as of October 31, 2010






22


$
11.19



7.29


$
290  90




---



##### Table of Contents



Awards OutstandingWeighted-



Awards ExercisableAverage

Weighted-



Weighted-Remaining

Average



AverageNumber

Contractual

Exercise Price

Number

Exercise PriceExercise Prices

Outstanding

Life (in years)

per Share

Exercisable

per Share$0.00-5.00


6



5.07


$
4.90



4


$
4.935.01-10.00


3



8.00


$
9.02



1


$
8.2810.01-15.00


8



7.48


$
11.69



2


$
10.9415.01-20.00


2



9.10


$
17.54






$
17.0220.01-25.00


4



9.74


$
20.45






$
Total


23



7.41


$
11.50



7


$
7.37   Employee
    Share Purchase Plan
    Share-Based
    Compensation
     91




---



##### Table of Contents



Year EndedNovember 2,


November 1,


October 31,2008


2009


2010Cost of products sold

$



$



$
3Research and development


3



4



8Selling, general and administrative


12



8



14Total share-based compensation expense

$
15


$
12


$
25     Options

ESPPYear Ended

Year EndedNovember 2,

November 1,

October 31,

October 31,2008

2009

2010

2010Risk-free interest rate


3.4
%


2.3
%


1.9
%


0.2
%Dividend yield


0
%


0
%


0
%


0
%Volatility


44
%


52
%


45
%


42
%Expected term (in years)


6.5



5.7



5.0



0.5      92




---



##### Table of Contents



10.
    Restructuring
    Charges             93




---



##### Table of Contents



Employee


AssetTermination


Abandonment


ExcessCosts


Costs


Lease


TotalAccrued restructuring as of November 2, 2008 
    included in other current liabilities

$
1


$



$



$
1Charges to cost of products sold


10



1







11Charges to operating expenses


22







1



23Non-cash portion






(1
)






(1
)Cash payments


(31
)










(31
)Accrued restructuring as of November 1, 2009 
    included in other current liabilities


2







1



3Charges to cost of products sold


1











1Charges to operating expenses


2







1



3Cash payments


(5
)






(2
)


(7
)Accrued restructuring as of October 31, 2010 
    included in other current liabilities

$



$



$



$
   11.
    Income
    Taxes    Components
    of Income Before Taxes from Continuing Operations
    Year EndedNovember 2,


November 1,


October 31,2008


2009


2010Domestic income (loss)

$
26


$
(92
)

$
323Foreign income


34



56



83Income (loss) from continuing operations before income taxes:

$
60


$
(36
)

$
406   Components
    of Provision for (Benefit from) Income Taxes
   94




---



##### Table of Contents



Year EndedNovember 2,


November 1,


October 31,2008


2009


2010Current tax expense:Domestic

$
4


$
3


$
3Foreign


8



6



16$
12


$
9


$
19Deferred tax expense (benefit)Domestic

$



$
(1
)

$
1Foreign


(9
)






(29
)$
(9
)

$
(1
)

$
(28
)Total provision for (benefit from) income taxes

$
3


$
8


$
(9
)        95




---



##### Table of Contents



Rate
    Reconciliation
    Year EndedNovember 2,

November 1,

October 31,2008

2009

2010Expected statutory tax rate


18.0
%


(17.0
)%


17.0
%Foreign income taxed at different rates


1.9
%


(1.8
)%


0.8
%Advisory agreement termination fee & selling
    shareholder expenses


0.0
%


27.2
%


0.0
%Tax Holidays and Concessions


(0.1
)%


9.3
%


(12.8
)%Other, net


0.2
%


(0.8
)%


0.0
%Valuation Allowance


(15.0
)%


6.7
%


(7.1
)%Actual tax rate on income from continuing operations


5.0
%


23.6
%


(2.1
)%   Summary
    of Deferred Income Taxes
    November 1,


October 31,2009


2010Deferred income tax assets:Depreciation and amortization

$
3


$
Inventory






1Trade accounts


2



2Employee benefits


5



12Share options


8



11Net operating loss carryovers and credit carryovers


26



24Other deferred income tax assets


6



4Gross deferred income tax assets

$
50


$
54Less valuation allowance


(32
)


(4
)Deferred income tax assets

$
18


$
50Deferred income tax liabilitiesDepreciation and amortization

$
4


$
5Other deferred income tax liabilities


1



Foreign earnings not permanently reinvested


1



2Deferred income tax liabilities

$
6


$
7Net deferred income tax asset

$
12


$
43    96




---



##### Table of Contents



November 1,


October 31,2009


2010Other current asset

$
10


$
18Other current liability


(1
)


(2
)Net current income tax asset

$
9


$
16Other long-term asset

$
8


$
32Other long-term liability


(5
)


(5
)Net long-term income tax asset

$
3


$
27           Uncertain
    Tax Positions
     97




---



##### Table of Contents



November 2,


November 1,


October 31,2008


2009


2010Beginning of period

$
20


$
18


$
24Settlements and effective settlements with tax authorities and
    related remeasurementsIncreases in balances related to tax positions taken during
    prior periods


2



2



1Decreases in balances related to tax positions taken during
    prior periods


(7
)






Increases in balances related to tax positions taken during
    current period


3



4



2End of period

$
18


$
24


$
27     and/or
    12.
    Interest
    Expense    13.
    Other
    Income (Expense), net    Year EndedNovember 2,


November 1,


October 31,2008


2009


2010Other income

$



$
2


$
3Interest income


4



1



1Other expense


(8
)


(2
)


(6
)Other income (expense), net

$
(4
)

$
1


$
(2
)  98




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##### Table of Contents



14.
    Discontinued
    Operations  Printer
    ASICs Business
    Image
    Sensor Operations
    Infra-red
    Operations
      Year EndedNovember 2,2008Net revenue

$
4Costs, expenses and other income, net


(4
)Loss on sale of operation


(5
)Income (loss) from and loss on discontinued operations, net of
    taxes

$
(5
)   15.
    Segment
    Information   99




---



##### Table of Contents



Year EndedNovember 2,


November 1,


October 31,2008


2009


2010Net revenue:China

$
365


$
395


$
662United States


326



245



312Korea


130



158



200Singapore


171



148



137Germany


205



120



209Rest of the World


502



418



573$
1,699


$
1,484


$
2,093   November 1,


October 31,2009


2010Long-lived assets:United States

$
132


$
147Singapore


37



35Malaysia


28



28Rest of the World


67



71$
264


$
281   16.
    Related
    Party Transactions  Kohlberg
    Kravis Roberts & Co., or KKR, and Silver Lake
    Partners, or Silver Lake
    sub-committees
 100




---



##### Table of Contents



Capstone
    Consulting
    Bali
    Investments S.àr.l, Seletar Investments Pte. Ltd. and
    Geyser Investment Pte. Ltd.
    Flextronics
    Hewlett-Packard
    Company
    PMC
    Sierra, Inc.
    Unisteel
    Technology Limited
   101




---



##### Table of Contents



Year EndedNovember 2,

November 1,

October 31,2008

2009

2010Net revenue:Flextronics

$
155


$
100


$
115Hewlett-Packard
    Company1


30



37



12PMC Sierra


3



1



Operating expenses:KKR & Silver Lake (Advisory fees)

$
6


$
4


$
KKR & Silver Lake (Termination of Advisory agreement)






54



KKR & Silver Lake (Selling shareholder expenses
    associated with the IPO)






4



KKR & Silver Lake (Advisory fees in connection with
    the IPO)






3



Hewlett-Packard
    Company1


32



19



6Capstone (Share-based compensation)


2




*


Unisteel Technology Limited



*



*



*   November 1,

October 31,2009

2010Receivables:Flextronics

$
16


$
13Hewlett-Packard
    Company1


4



Seletar Investments Pte. Ltd.







*   November 1,

October 31,2009

2010Payables:KKR

$

*

$

*Silver Lake



*



*Hewlett-Packard
    Company1



*


Unisteel Technology Limited



*



*     *
    
    Represents amounts less than $0.5 million.1

    
    Amounts represent net revenue and operating expense
    transactions with Hewlett-Packard Company through the six months
    ended May 2, 2010, after which Hewlett-Packard ceased to be
    a related party.  17.
    Commitments
    and Contingencies  Commitments
  Operating Lease Commitments.
   102




---



##### Table of Contents



Capital Lease Commitments.
  Purchase Commitments.
  Other Contractual Commitments.
  Debt.
  Contingencies
  and/or
   103




---



##### Table of Contents



Warranty
     104




---



##### Table of Contents



Indemnifications
    to Hewlett-Packard and Agilent
    Other
    Indemnifications
    18.
    Subsequent
    Events       105




---



##### Table of Contents



Supplementary
    Financial Data  Quarterly Data (Unaudited)
  Three Months EndedFebruary 1,


May 3,


August 2,


November 1,


January 1,


May 2,


August 1,


October 31,2009


2009


2009


2009


2010


2010


2010


2010(In millions, except per share data)Net revenue

$
368


$
325


$
363


$
428


$
456


$
515


$
550


$
572Cost of products sold:Cost of products sold


204



210



205



236



247



268



271



282Amortization of intangible assets


15



14



15



14



15



14



15



14Restructuring charges


6



3



2















1



Total cost of products sold


225



227



222



250



262



282



287



296Gross margin


143



98



141



178



194



233



263



276Research and Development


62



59



59



65



64



70



71



75Selling, general and administrative


40



42



40



43



46



48



51



51Amortization of intangible assets


6



5



5



5



5



6



5



5Restructuring charges


5



3



13



2



1



1



1



Advisory agreement termination fee














54















Selling shareholder expenses














4















Total operating expenses


113



109



117



173



116



125



128



131Income (loss) from operations


30



(11
)


24



5



78



108



135



145Interest expense


(18
)


(20
)


(20
)


(19
)


(11
)


(8
)


(8
)


(7
)Gain (loss) on extinguishment of debt


1











(9
)


(24
)










Other income (expense), net


(2
)


(2
)


4



1



(1
)


(1
)






Income (loss) before income taxes


11



(33
)


8



(22
)


42



99



127



138Provision for (benefit from) income taxes


5



(2
)


6



(1
)


4



9



4



(26
)Net income (loss)

$
6


$
(31
)

$
2


$
(21
)

$
38


$
90


$
123


$
164Net income (loss) per share:Basic

$
0.03


$
(0.14
)

$
0.01


$
(0.09
)

$
0.16


$
0.38


$
0.51


$
0.69Diluted

$
0.03


$
(0.14
)

$
0.01


$
(0.09
)

$
0.16


$
0.37


$
0.50


$
0.66Shares used in per share calculations:Basic


214



214



213



235



236



238



239



239Diluted


219



214



218



235



244



246



247



248  106




---



##### Table of Contents



Schedule II 
    Valuation and Qualifying Accounts
  Balance at

Charged/

Charges

Balance atBeginning

Credited to

Utilized/

End ofof Period

Net Loss

Write-offs

Period(In millions)Accounts receivable allowances(1)Year ended November 2, 2008

$
20


$
124


$
(125
)

$
19Year ended November 1, 2009


19



81



(87
)


13Year ended October 31, 2010


13



109



(106
)


16Income tax valuation allowanceYear ended November 2, 2008

$
51


$
5


$
(25
)

$
31Year ended November 1, 2009


31



3



(2
)


32Year ended October 31, 2010


32



(29
)


1



4     (1)
    
    Accounts receivable allowances include allowance for doubtful
    accounts, sales returns and distributor credits. 107




---



##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Evaluation
    of Disclosure Controls and Procedures.
  Rules 13a-15(e) 15d-15(e)
  Managements
    Report on Internal Control Over Financial
    Reporting.
  Rule 13a-15(f) 15d-15(f)
  
    Pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of the assets of the company;
    Provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of the company are being made
    only in accordance with authorizations of management and
    directors of the company; and
    Provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of the
    companys assets that could have a material effect on the
    financial statements.    Internal
    Control-Integrated Framework.
  Form 10-K.
 108




---



##### Table of Contents



Changes
    in Internal Controls over Financial Reporting.
  Rules 13a-15(f) 15d-15(f)
  ITEM 9B.
    OTHER
    INFORMATION   PART III.  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Form 10-K
  Form 8-K
  ITEM 11.
    EXECUTIVE
    COMPENSATION  Form 10-K
  ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS  Form 10-K
 109




---



##### Table of Contents



ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE  Form 10-K
  ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES  Form 10-K
 PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES  Form 10-K:
    Form 10-K:
    
    Consolidated Statements of Operations for the years ended
    October 31, 2010, November 1, 2009 and
    November 2, 2008
    Consolidated Statements of Shareholders Equity and
    Comprehensive Income (Loss) for the years ended October 31,
    2010, November 1, 2009 and November 2, 2008
    Consolidated Statements of Cash Flows for the years ended
    October 31, 2010, November 1, 2009 and
    November 2, 2008    Form 10-K.
      Form 10-K.
 110




---



##### Table of Contents



SIGNATURES      By:
    /s/  Hock
    E. Tan  Name:     Hock E. Tan
 Title:
    President and Chief Executive Officer    POWER OF
    ATTORNEY
  Form 10-K,
  Form 10-K
  Signature

Title

Date/s/  Hock
    E. TanHock
    E. Tan

President and Chief Executive
    Officer and Director
    (Principal Executive Officer)

December 15, 2010/s/  Douglas
    R. BettingerDouglas
    R. Bettinger

Senior Vice President and
    Chief Financial Officer
    (Principal Financial Officer and Principal Accounting Officer)

December 15, 2010/s/  James
    DillerJames
    Diller

Chairman of the Board of Directors

December 15, 2010/s/  Adam
    H. ClammerAdam
    H. Clammer

Director

December 15, 2010/s/  James
    A. DavidsonJames
    A. Davidson

Director

December 15, 2010/s/  Kenneth
    Y. HaoKenneth
    Y. Hao

Director

December 15, 2010 111




---



##### Table of Contents



Signature

Title

Date/s/  David
    M. KerkoDavid
    M. Kerko

Director

December 15, 2010/s/  Justine
    LienJustine
    Lien

Director

December 15, 2010/s/  Donald
    MacleodDonald
    Macleod

Director

December 15, 2010/s/  Bock
    Seng TanBock
    Seng Tan

Director

December 15, 2010  112




---



##### Table of Contents



EXHIBIT INDEX  Exhibit



Incorporated by Referenced Herein

FiledNo.

Description

Form

Filing Date

Herewith2
.1#

Asset Purchase Agreement, dated August 14, 2005, between
    Agilent Technologies, Inc. and Argos Acquisition Pte. Ltd.

Agilent Technologies, Inc. Current Report on Form 8-K
    (Commission File No. 001-15405)

Aug. 15, 20052
.2#

Amendment No. 1 to the Asset Purchase Agreement, dated
    November 30, 2005, between Agilent Technologies, Inc. and
    Avago Technologies Limited.

Amendment No. 4 to Avago Technologies Limited Registration
    Statement on Form S-1 (Commission File No. 333-153127)

Jul. 21, 20092
.3#

Amendment No. 2 to the Asset Purchase Agreement, dated
    December 29, 2006, between Agilent Technologies, Inc. and
    Avago Technologies Limited.

Amendment No. 1 to Avago Technologies Limited Registration
    Statement on Form S-1 (Commission File No. 333-153127)

Oct. 1, 20082
.4#

Purchase and Sale Agreement, dated November 17, 2006, by
    and among Avago Technologies Limited, Avago Technologies Imaging
    Holding (Labuan) Corporation, Avago Technologies Sensor (U.S.A.)
    Inc., other sellers and Micron Technology, Inc.

Amendment No. 4 to Avago Technologies Limited Registration
    Statement on Form S-1 (Commission File No. 333-153127)

Jul. 21, 20092
.5#

Asset Purchase Agreement, dated October 31, 2007, by and
    among Avago Technologies Limited, Avago Technologies General IP
    (Singapore) Pte. Ltd., other sellers and Lite-On Technology
    Corporation (Lite-On Asset Purchase Agreement).

Amendment No. 4 to Avago Technologies Limited Registration
    Statement on Form S-1 (Commission File No. 333-153127)

Jul. 21, 20092
.6#

Amendment No. 1 to Lite-On Asset Purchase Agreement and
    Non-Competition Agreement, dated January 8, 2008.

Amendment No. 4 to Avago Technologies Limited Registration
    Statement on Form S-1 (Commission File No. 333-153127)

Jul. 21, 20092
.7

Amendment No. 2 to Lite-On Asset Purchase Agreement, dated
    January 21, 2009.

Amendment No. 5 to Avago Technologies Limited Registration
    Statement on Form S-1 (Commission File No. 333-153127)

Jul. 27, 20092
.8#

Asset Purchase Agreement, dated June 25, 2008, by and among
    Avago Technologies GmbH, Avago Technologies International Sales
    Pte. Ltd., Avago Technologies Wireless IP (Singapore) Pte. Ltd.,
    Avago Technologies Finance Pte. Ltd. and Infineon Technologies
    AG.

Amendment No. 4 to Avago Technologies Limited Registration
    Statement on Form S-1 (Commission File No. 333-153127)

Jul. 21, 20093
.1

Memorandum and Articles of Association.

Avago Technologies Limited Current Report on Form 8-K (File No.
    001-34428).

Aug. 14, 2009 113




---



##### Table of Contents



Exhibit



Incorporated by Referenced Herein

FiledNo.

Description

Form

Filing Date

Herewith4
.1

Form of Specimen Share Certificate for Registrants
    Ordinary Shares.

Amendment No. 3 to Avago Technologies Limited Registration
    Statement on Form S-1 (Commission File No. 333-153127)

Jul. 14, 20094
.2

Second Amended and Restated Shareholder Agreement, dated
    August 11, 2009, among Avago Technologies Limited, Silver
    Lake Partners II Cayman, L.P., Silver Lake Technology
    Investors II Cayman, L.P., Integral Capital Partners VII,
    L.P., KKR Millennium Fund (Overseas), Limited Partnership, KKR
    European Fund, Limited Partnership, KKR European Fund II,
    Limited Partnership, KKR Partners (International), Limited
    Partnership, Capstone Equity Investors LLC, Avago Investment
    Partners, Limited Partnership, Bali Investments S.àr.l.,
    Seletar Investments Pte Ltd, Geyser Investment Pte. Ltd. and
    certain other Persons

Avago Technologies Limited Current Report on Form 8-K
    (Commission File No. 001-34428).

Aug. 14, 20094
.3

Registration Rights Agreement, dated December 1, 2005,
    among Avago Technologies Limited, Silver Lake Partners II
    Cayman, L.P., Silver Lake Technology Investors II Cayman,
    L.P., Integral Capital Partners VII, L.P., KKR Millennium Fund
    (Overseas), Limited Partnership, KKR European Fund, Limited
    Partnership, KKR European Fund II, Limited Partnership, KKR
    Partners (International), Limited Partnership, Capstone Equity
    Investors LLC, Avago Investment Partners, Limited Partnership,
    Bali Investments S.àr.l., Seletar Investments Pte Ltd,
    Geyser Investment Pte. Ltd. and certain other Persons
    (Registration Rights Agreement).

Avago Technologies Finance Pte. Ltd. Registration Statement on
    Form F-4 (Commission File No. 333-137664)

Sep. 29, 20064
.4

Amendment to Registration Rights Agreement, dated
    August 21, 2008.

Avago Technologies Limited Registration Statement on Form S-1
    (Commission File No. 333-153127)

Aug. 21, 20084
.5

Share Option Agreement, dated February 3, 2006, between
    Avago Technologies Limited and Capstone Equity Investors LLC.

Avago Technologies Limited Registration Statement on Form S-1
    (Commission File No. 333-153127)

Aug. 21, 2008 114




---



##### Table of Contents



Exhibit



Incorporated by Referenced Herein

FiledNo.

Description

Form

Filing Date

Herewith10
.1

Sublease Agreement, dated June 5, 2009, between Agilent
    Technologies Singapore Pte. Ltd. and Avago Technologies
    Manufacturing (Singapore) Pte. Ltd., relating to Avagos
    facility at 1 Yishun Avenue 7, Singapore 768923.





X10
.2

Lease No. I/33183P issued by Singapore Housing and
    Development Board to Compaq Asia Pte Ltd in respect of the land
    and structures comprised in Lot 1935X of Mukim 19, dated
    September 26, 2000, and includes the Variation of Lease
    I/49501Q registered January 15, 2002, relating to
    Avagos facility at 1 Yishun Avenue 7, Singapore 768923.

Avago Technologies Finance Pte. Ltd. Registration Statement on
    Form F-4 (Commission File No. 333-137664)

Nov. 15, 200610
.3

Lease No. I/31607P issued by Singapore Housing and
    Development Board to Compaq Asia Pte Ltd in respect of the land
    and structures comprised in Lot 1937C of Mukim 19, dated
    September 26, 2000, and includes the Variation of Lease
    I/49499Q registered January 15, 2002, relating to
    Avagos facility at 1 Yishun Avenue 7, Singapore 768923.

Avago Technologies Finance Pte. Ltd. Registration Statement on
    Form F-4 (Commission File No. 333-137664)

Nov. 15, 200610
.4

Lease No. I/33182P issued by Singapore Housing and
    Development Board to Compaq Asia Pte Ltd in respect of the land
    and structures comprised in Lot 2134N of Mukim 19, dated
    September 26, 2000, and includes the Variation of Lease
    I/49500Q registered January 15, 2002, relating to
    Avagos facility at 1 Yishun Avenue 7, Singapore 768923.

Avago Technologies Finance Pte. Ltd. Registration Statement on
    Form F-4 (Commission File No. 333-137664)

Nov. 15, 2006 115




---



##### Table of Contents



Exhibit



Incorporated by Referenced Herein

FiledNo.

Description

Form

Filing Date

Herewith10
.5

Lease No. I/33160P issued by Singapore Housing and
    Development Board to Compaq Asia Pte Ltd in respect of the land
    and structures comprised in Lot 1975P of Mukim 19, dated
    September 26, 2000, and includes the Variation of Lease
    I/49502Q registered January 15, 2002, relating to
    Avagos facility at 1 Yishun Avenue 7, Singapore 768923.

Avago Technologies Finance Pte. Ltd. Registration Statement on
    Form F-4 (Commission File No. 333-137664)

Nov. 15, 200610
.6

Tenancy Agreement, dated October 24, 2005, between Agilent
    Technologies (Malaysia) Sdn. Bhd. and Avago Technologies
    (Malaysia) Sdn. Bhd. (f/k/a Jumbo Portfolio Sdn. Bhd.), relating
    to Avagos facility at Bayan Lepas Free Industrial Zone,
    11900 Penang, Malaysia.

Amendment No. 1 to Avago Technologies Limited Registration
    Statement on Form S-1 (Commission File No. 333-153127)

Oct. 1, 200810
.7

Supplemental Agreement to Tenancy Agreement, dated
    December 1, 2005, between Agilent Technologies (Malaysia)
    Sdn. Bhd. and Avago Technologies (Malaysia) Sdn. Bhd. (f/k/a
    Jumbo Portfolio Sdn. Bhd.), relating to Avagos facility at
    Bayan Lepas Free Industrial Zone, 11900 Penang, Malaysia.

Amendment No. 1 to Avago Technologies Limited Registration
    Statement on Form S-1 (Commission File No. 333-153127)

Oct. 1, 200810
.8

Subdivision and Use Agreement, dated December 1, 2005,
    between Agilent Technologies (Malaysia) Sdn. Bhd. and Avago
    Technologies (Malaysia) Sdn. Bhd. (f/k/a Jumbo Portfolio Sdn.
    Bhd.), relating to Avagos facility at Bayan Lepas Free
    Industrial Zone, 11900 Penang, Malaysia.

Amendment No. 1 to Avago Technologies Limited Registration
    Statement on Form S-1 (Commission File No. 333-153127)

Oct. 1, 200810
.9

Sale and Purchase Agreement, dated December 1, 2005,
    between Agilent Technologies (Malaysia) Sdn. Bhd. and Avago
    Technologies (Malaysia) Sdn. Bhd. (f/k/a Jumbo Portfolio Sdn.
    Bhd.), relating to Avagos facility at Bayan Lepas Free
    Industrial Zone, 11900 Penang, Malaysia.

Amendment No. 1 to Avago Technologies Limited Registration
    Statement on Form S-1 (Commission File No. 333-153127)

Oct. 1, 2008 116




---



##### Table of Contents



Exhibit



Incorporated by Referenced Herein

FiledNo.

Description

Form

Filing Date

Herewith10
.10

Lease Agreement, dated December 1, 2005, between Agilent
    Technologies, Inc. and Avago Technologies U.S. Inc., relating to
    Avagos facility at 350 West Trimble Road,
    San Jose, California 95131.

Amendment No. 1 to Avago Technologies Limited Registration
    Statement on Form S-1 (Commission File No. 333-153127)

Oct. 1, 200810
.11

First Amendment to Lease Agreement (Building 90) and
    Service Level Agreement, dated January 10, 2007,
    between Avago Technologies U.S. Inc. and Lumileds Lighting B.V.
    relating to Avagos facilities at 350 West Trimble
    Road, San Jose, California 95131.

Amendment No. 1 to Avago Technologies Limited Registration
    Statement on Form S-1 (Commission File No. 333-153127)

Oct. 1, 200810
.12

Credit Agreement, dated December 1, 2005, among Avago
    Technologies Finance Pte. Ltd., Avago Technologies Finance
    S.àr.l., Avago Technologies (Malaysia) Sdn. Bhd. (f/k/a
    Jumbo Portfolio Sdn. Bhd.), Avago Technologies Wireless (U.S.A.)
    Manufacturing Inc. and Avago Technologies U.S. Inc., as
    borrowers, Avago Technologies Holding Pte. Ltd., each lender
    from time to time parties thereto, Citicorp International
    Limited (Hong Kong), as Asian Administrative Agent, Citicorp
    North America, Inc., as
    Tranche B-1
    Term Loan Administrative Agent and as Collateral Agent,
    Citigroup Global Markets Inc., as Joint Lead Arranger and Joint
    Lead Bookrunner, Lehman Brothers Inc., as Joint Lead Arranger,
    Joint Lead Bookrunner and Syndication Agent, and Credit Suisse,
    as Documentation Agent (Credit Agreement).

Amendment No. 1 to Avago Technologies Limited Registration
    Statement on Form S-1 (Commission File No. 333-153127)

Oct. 1, 200810
.13

Amendment No. 1 to Credit Agreement, dated
    December 23, 2005.

Amendment No. 1 to Avago Technologies Limited Registration
    Statement on Form S-1 (Commission File No. 333-153127)

Oct. 1, 200810
.14

Amendment No. 2, Consent and Waiver under Credit Agreement,
    dated April 16, 2006.

Amendment No. 1 to Avago Technologies Limited Registration
    Statement on Form S-1 (Commission File No. 333-153127)

Oct. 1, 2008 117




---



##### Table of Contents



Exhibit



Incorporated by Referenced Herein

FiledNo.

Description

Form

Filing Date

Herewith10
.15

Amendment No. 3 to Credit Agreement, dated October 8,
    2007.

Amendment No. 1 to Avago Technologies Limited Registration
    Statement on Form S-1 (Commission File No. 333-153127)

Oct. 1, 200810
.16

Amendment No. 4 to Credit Agreement, dated July 1,
    2010.

Avago Technology Limited Current Report on Form 8-K (Commission
    File No. 001-34428)

Jul. 2, 201010
.17+

2009 Equity Incentive Award Plan.

Amendment No. 5 to Avago Technologies Limited Registration
    Statement on Form S-1 (Commission File No. 333-153127)

Jul. 27, 200910
.18+

Equity Incentive Plan for Executive Employees of Avago
    Technologies Limited and Subsidiaries (Amended and Restated
    Effective as of February 25, 2008).

Avago Technologies Finance Pte. Ltd. Amendment No. 1 to Annual
    Report on Form 20-F/A (Commission File No. 333-137664)

Feb. 27, 200810
.19+

Equity Incentive Plan for Senior Management Employees of Avago
    Technologies Limited and Subsidiaries (Amended and Restated
    Effective as of February 25, 2008).

Avago Technologies Finance Pte. Ltd. Amendment No. 1 to Annual
    Report on Form 20-F/A (Commission File No. 333-137664)

Feb. 27, 200810
.20+

Form of Management Shareholders Agreement.

Amendment No. 1 to Avago Technologies Limited Registration
    Statement on Form S-1 (Commission File No. 333-153127)

Oct. 1, 200810
.21+

Form of MSA Termination Agreement

Avago Technology Limited Current Report on Form 8-K (Commission
    File No. 001-34428)

Sept. 24, 201010
.22+

Form of Nonqualified Share Option Agreement Under the Amended
    and Restated Equity Incentive Plan for Executive Employees of
    Avago Technologies Limited and Subsidiaries for U.S. employees.

Amendment No. 1 to Avago Technologies Limited Registration
    Statement on Form S-1 (Commission File No. 333-153127)

Oct. 1, 200810
.23+

Form of Nonqualified Share Option Agreement Under the Equity
    Incentive Plan for Executive Employees of Avago Technologies
    Limited and Subsidiaries for employees in Singapore.

Amendment No. 1 to Avago Technologies Limited Registration
    Statement on Form S-1 (Commission File No. 333-153127)

Oct. 1, 200810
.24+

Form of Nonqualified Share Option Agreement Under the Equity
    Incentive Plan for Executive Employees of Avago Technologies
    Limited and Subsidiaries for U.S. employees granted rollover
    options.

Amendment No. 1 to Avago Technologies Limited Registration
    Statement on Form S-1 (Commission File No. 333-153127)

Oct. 1, 2008 118




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##### Table of Contents



Exhibit



Incorporated by Referenced Herein

FiledNo.

Description

Form

Filing Date

Herewith10
.25+

Form of Nonqualified Share Option Agreement Under the Amended
    and Restated Equity Incentive Plan for Senior Management
    Employees of Avago Technologies Limited and Subsidiaries for
    U.S. non-employee directors.

Amendment No. 1 to Avago Technologies Limited Registration
    Statement on Form S-1 (Commission File No. 333-153127)

Oct. 1, 200810
.26+

Form of Nonqualified Share Option Agreement Under the Amended
    and Restated Equity Incentive Plan for Senior Management
    Employees of Avago Technologies Limited and Subsidiaries for
    non-employee directors in Singapore.

Avago Technologies Finance Pte. Ltd. Registration Statement on
    Form F-4 (Commission File No. 333-137664)

Sep. 29, 200610
.27+

Amended and Restated Offer Letter Agreement, dated July 17,
    2009, between Avago Technologies Limited and Hock E. Tan.

Amendment No. 4 to Avago Technologies Limited Registration
    Statement on Form S-1 (Commission File No. 333-153127)

Jul. 21, 200910
.28+

Amended and Restated Employment Agreement, dated July 17,
    2009, between Avago Technologies U.S. Inc. and Bryan Ingram.

Amendment No. 4 to Avago Technologies Limited Registration
    Statement on Form S-1 (Commission File No. 333-153127)

Jul. 21, 200910
.29+

Offer Letter Agreement, dated March 20, 2007, between Avago
    Technologies and Patricia H. McCall.

Avago Technologies Finance Pte. Ltd. Amendment No. 1 to Annual
    Report on Form 20-F/A (Commission File No. 333-137664)

Feb. 27, 200810
.30+

Offer Letter Agreement, dated July 4, 2008, between Avago
    Technologies and Douglas R. Bettinger.

Avago Technologies Finance Pte. Ltd. Current Report on Form 6-K
    (Commission File No. 333-137664)

Jul. 16, 200810
.31+

Form of indemnification agreement between Avago and each of its
    directors.

Avago Technologies Finance Pte. Ltd. Amendment No. 1 to Annual
    Report on Form 20-F/A (Commission File No. 333-137664)

Feb. 27, 200810
.32+

Form of indemnification agreement between Avago and each of its
    officers.

Avago Technologies Finance Pte. Ltd. Amendment No. 1 to Annual
    Report on Form 20-F/A (Commission File No. 333-137664)

Feb. 27, 200810
.33

Ft. Collins Supply Agreement, dated October 28, 2005
    between Avago Technologies Wireless (U.S.A.) Manufacturing, Inc.
    and Palau Acquisition Corporation.

Avago Technologies Finance Pte. Ltd. Amendment No. 1 to Annual
    Report on Form 20-F/A (Commission File No. 333-137664)

Jun. 16, 200910
.34

Statement of Work, dated January 27, 2006, between KKR
    Capstone and Avago Technologies.

Amendment No. 1 to Avago Technologies Limited Registration
    Statement on Form S-1 (Commission File No. 333-153127)

Oct. 1, 200810
.35

Distribution Agreement, dated March 26, 2008, between Avago
    Technologies International Sales Pte. Limited and Arrow
    Electronics, Inc.

Amendment No. 4 to Avago Technologies Limited Registration
    Statement on Form S-1 (Commission File No. 333-153127)

Jul. 21, 2009 119




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##### Table of Contents



Exhibit



Incorporated by Referenced Herein

FiledNo.

Description

Form

Filing Date

Herewith10
.36+

Severance Benefits Agreement, dated December 3, 2008,
    between Avago Technologies Limited and Patricia H. McCall.

Avago Technologies Finance Pte. Ltd. Current Report on Form 6-K
    (Commission File No. 333-137664)

Mar. 5, 200910
.37+

Offer Letter Agreement, dated December 5, 2008, between
    Avago Technologies Limited and B.C. Ooi.

Avago Technologies Finance Pte. Ltd. Current Report on Form 6-K
    (Commission File No. 333-137664)

Mar. 5, 200910
.38+

Deferred Compensation Plan.

Amendment No. 2 to Avago Technologies Limited Registration
    Statement on Form S-1 (Commission File No. 333-153127)

Jul. 2, 200910
.40+

Form of Option Agreement Under Avago Technologies Limited 2009
    Equity Incentive Award Plan.

Amendment No. 5 to Avago Technologies Limited Registration
    Statement on Form S-1 (Commission File No. 333-153127)

Jul. 27, 200910
.41+

Form of Notice and Restricted Share Unit Agreement Under Avago
    Technologies Limited 2009 Equity Incentive Award Plan.





X10
.42+

Form of Amendment to the Equity Incentive Plan for Senior
    Management Employees of Avago Technologies Limited and
    Subsidiaries.

Amendment No. 5 to Registration Statement on Form S-1
    (Commission File No. 333-153127)

Jul. 27, 200910
.43+

Termination and Agreement, dated January 21, 2010, among
    Avago Technologies Limited, Bali Investments S.àr.l and
    Dick M. Chang

Avago Technologies Limited Registration Statement on Form S-1
    (Commission File No. 333-164368)

Jan. 25, 201010
.44+

Avago Performance Bonus Plan, effective November 1, 2009.

Avago Technologies Limited Quarterly Report on Form 10-Q
    (Commission File No. 001-34428)

Jun. 3, 201010
.45+

Employee Share Purchase Plan (amended and restated effective as
    of June 2, 2010).

Avago Technologies Limited Quarterly Report on Form 10-Q
    (Commission File No. 001-34428)

Jun. 3, 201010
.46

Collective Agreement, dated October 28, 2010, between Avago
    Manufacturing (Singapore) Pte Ltd  (and its Singapore
    affiliates) and United Workers of Electronic &
    Electrical Industries.





X12
.1

Computation of ratio of earnings to fixed charges.





X21
.1

List of Subsidiaries.





X23
.1

Consent of PricewaterhouseCoopers LLP, independent registered
    public accounting firm.





X24
.1

Power of Attorney (see signature page to this
    Form 10-K).





X 120




---



##### Table of Contents



Exhibit



Incorporated by Referenced Herein

FiledNo.

Description

Form

Filing Date

Herewith31
.1

Certification of Principal Executive Officer 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.





X31
.2

Certification of Principal Financial Officer 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.





X32
.1

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





X32
.2

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





X   Notes:  +
    
    Indicates a management contract or compensatory plan or
    arrangement.#
    
    Schedules have been omitted pursuant to Item 601(b)(2) of
    Regulation S-K.
    Avago Technologies hereby undertakes to furnish supplementally
    copies of any omitted schedules upon request by the SEC.Certain portions have been omitted pursuant to a confidential
    treatment request. Omitted information has been filed separately
    with the SEC. 121