425

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 28, 2015

BROADCOM CORPORATION

(Exact Name of Registrant as Specified in Charter)

California	000-23993	33-0480482
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5300 California Avenue, Irvine, CA 92617

(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code: (949) 926-5000

Not Applicable

(Former Name or Former Address, if Changed since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On May 28, 2015, Broadcom Corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Avago Technologies Limited, a limited company incorporated under the laws of the Republic of Singapore (“Avago”), Pavonia Limited, a limited company incorporated under the laws of the Republic of Singapore (“Holdco”), Safari Cayman L.P., an exempted limited partnership organized under the laws of the Cayman Islands and a direct wholly-owned subsidiary of Holdco (“New LP”), Avago Technologies Cayman Holdings Ltd., an exempted company organized under the laws of the Cayman Islands and a direct wholly-owned subsidiary of New LP (“Intermediate Holdco”), Avago Technologies Cayman Finance Limited, an exempted company organized under the laws of the Cayman Islands and a direct wholly-owned subsidiary of Intermediate Holdco (“Finance Holdco”), Buffalo CS Merger Sub, Inc., a California corporation and wholly-owned subsidiary of Finance Holdco and Buffalo UT Merger Sub, Inc., a California corporation and wholly-owned subsidiary of Finance Holdco. The Company distributed the following materials with respect to the proposed transactions contemplated by the Merger Agreement, the full text of which are attached hereto as Exhibits 99.1-99.8 and incorporated herein by reference:

• E-Mail from Scott McGregor to Company Employees (Exhibit 99.1)

• E-Mail from Henry Samueli to Company Employees (Exhibit 99.2)

• CEO All Hands Presentation to Company Employees (Exhibit 99.3)

• Company FAQs for Employees (Exhibit 99.4)

• Company FAQs for Investors (Exhibit 99.5)

• Conference Call Transcript Relating to Announcement of the Merger Agreement (Exhibit 99.6)

• Sample Letter to Customers and Partners (Exhibit 99.7)

• Avago Investor Presentation Relating to Announcement of the Merger Agreement (Exhibit 99.8)

Forward Looking Statements

All statements included or incorporated by reference in this document, other than statements or characterizations of historical fact, are forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Broadcom’s current expectations, estimates and projections about its business and industry, management’s beliefs, and certain assumptions made by Broadcom and Avago, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words.

Examples of such forward-looking statements include, but are not limited to, references to the anticipated benefits of the proposed transaction and the expected date of closing of the transaction. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially and adversely from those expressed in any forward-looking statement.

Important risk factors that may cause such a difference in connection with the proposed transaction include, but are not limited to, the following factors: (1) the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approvals from the shareholders of Avago or Broadcom for the transaction are not obtained; (2) litigation relating to the transaction; (3) uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction; (4) risks that the proposed transaction disrupts the current plans and operations of Avago or Broadcom; (5) the ability of Avago and Broadcom to retain and hire key personnel; (6) competitive responses to the proposed transaction; (7) unexpected costs, charges or expenses resulting from the transaction; (8) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; (9) the combined companies’ ability to achieve the growth prospects and synergies expected from the transaction, as well as delays, challenges and expenses associated with integrating the combined companies’ existing businesses and the indebtedness planned to be incurred in connection with the transaction; and (10) legislative, regulatory and economic developments. These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the joint proxy statement/prospectus that will be included in the Registration Statement on Form S-4 that will be filed with the SEC in connection with the proposed transaction. The forward-looking statements in this document speak only as of this date. Neither Broadcom nor Avago undertake any obligation to revise or update publicly any forward-looking statement to reflect future events or circumstances.

In addition, actual results are subject to other risks and uncertainties that relate more broadly to Broadcom Corporation’s overall business, including those more fully described in Broadcom Corporation’s filings with the Securities and Exchange Commission (“SEC”) including its annual report on Form 10-K for the fiscal year ended December 31, 2014, and its quarterly reports filed on Form 10-Q for the current fiscal year, and Avago’s overall business and financial condition, including those more fully described in Avago’s filings with the SEC including its annual report on Form 10-K for the fiscal year ended November 2, 2014, and its quarterly reports filed on Form 10-Q for its current fiscal year. The forward-looking statements in this document speak only as of date of this document. We undertake no obligation to revise or update publicly any forward-looking statement, except as required by law.

Additional Information And Where To Find It

This document does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The proposed transaction will be submitted to the shareholders of each of Broadcom and Avago for their consideration. Avago will file with the SEC a Registration Statement on Form S-4 that will include a joint proxy

statement/prospectus of Broadcom and Avago. Each of Broadcom and Avago will provide the joint proxy statement/prospectus to their respective shareholders. Broadcom and Avago also plan to file other documents with the SEC regarding the proposed transaction. This document is not a substitute for any prospectus, proxy statement or any other document which Broadcom or Avago may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF BROADCOM AND AVAGO ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov). In addition, investors and shareholders will be able to obtain free copies of the joint proxy statement/prospectus and other documents filed with the SEC by the parties on Broadcom’s Investor Relations website (www.broadcom.com/investors) (for documents filed with the SEC by Broadcom) or Avago Investor Relations at (408) 435-7400 or investor.relations@avagotech.com (for documents filed with the SEC by Avago, Holdco or New LP).

Participants in the Solicitation

Broadcom, Avago, and certain of their respective directors, executive officers and other members of management and employees, under SEC rules may be deemed to be participants in the solicitation of proxies from Broadcom and Avago shareholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Broadcom and Avago shareholders in connection with the proposed transaction will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find more detailed information about Broadcom’s executive officers and directors in its definitive proxy statement filed with the SEC on March 27, 2015. You can find more detailed information about Avago’s executive officers and directors in its definitive proxy statement filed with the SEC on February 20, 2015. Additional information about Broadcom’s executive officers and directors and Avago’s executive officers and directors can be found in the above-referenced Registration Statement on Form S-4 when it becomes available.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
99.1	E-Mail from Scott McGregor to Company Employees
99.2	E-Mail from Henry Samueli to Company Employees
99.3	CEO All Hands Presentation to Company Employees
99.4	Company FAQs for Employees
99.5	Company FAQs for Investors
99.6	Conference Call Transcript Relating to Announcement of the Merger Agreement
99.7	Sample Letter to Customers and Partners
99.8	Avago Investor Presentation Relating to Announcement of the Merger Agreement

SIGNATURES

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

BROADCOM CORPORATION,
a California corporation
By:	/s/ Eric K. Brandt
Name:	Eric K. Brandt
Title:	Executive Vice President and Chief Financial Officer

Date: May 28, 2015

EXHIBIT INDEX

Exhibit No.	Description
99.1	E-Mail from Scott McGregor to Company Employees
99.2	E-Mail from Henry Samueli to Company Employees
99.3	CEO All Hands Presentation to Company Employees
99.4	Company FAQs for Employees
99.5	Company FAQs for Investors
99.6	Conference Call Transcript Relating to Announcement of the Merger Agreement
99.7	Sample Letter to Customers and Partners
99.8	Avago Investor Presentation Relating to Announcement of the Merger Agreement

EX-99.1

Exhibit 99.1

Filed pursuant to Rule 425 under the

Securities Act of 1933, as amended, and

deemed filed under Rule 14a-12 under the

Securities Exchange Act of 1934, as amended

Filer: Broadcom Corporation

Commission File No.: 000-23993

Subject Company: Broadcom Corporation

Email from Scott McGregor to Broadcom Employees

Broadcom Colleagues,

Today marks the next chapter in Broadcom’s incredible history – a landmark transaction with Avago that creates the industry’s third largest semiconductor company. The combined company will be called Broadcom Ltd. You can read the press release here (insert link).

It has been an amazing journey. In the ten years that I have been CEO of Broadcom, we have successfully expanded our leading franchises for the wired and wireless end markets. We have grown our footprint in a range of markets including set-top boxes, broadband access platforms, connectivity for portable devices, switching for the enterprise, data center and service provider as we strived to realize our mission of Connecting everything. The company generated just over $2.5 billion in revenue in my first year as CEO, and we grew that to over $8 billion in 2015.

The journey is not over. Today’s news is exciting because it better prepares the combined company for the next step in the communications industry. The industry is changing and we believe that to deliver success for both our customers and our shareholders, significant size and scale are becoming increasingly important. The combination of Broadcom and Avago are better prepared for that next step.

We believe the transaction benefits all of Broadcom’s key stakeholders. Our customers will gain access to a greater breadth of technology. Our employees will benefit from opportunities as part of the third largest semiconductor company in the world. For our stockholders, the transaction provides both compelling up-front value as well as the opportunity to participate in the future upside of the combined business.

We are very proud as well that the entity that emerges from the combination of Broadcom and Avago will carry the Broadcom name. The new Broadcom will build on the strengths of both companies to emerge as a leader in both the communications markets as well as the broader semiconductor industry.

As I know you will have questions, I would like to invite you to a special live All Hands meeting and webcast today at 10 a.m. PT where Henry and I will discuss the significance of today’s news. If you are in Irvine, please join us in the Building 2 Cafe. Employees worldwide can log on for the All Hands webcast here [insert link]. Following the webcast an employee FAQ will be posted on the Intranet.

We expect the transaction to close in the first quarter of 2016, subject to regulatory approvals and customary closing conditions. Please remember that we remain subject to confidentiality obligations with respect to the pending transaction and our comments will be limited to information already publicly disclosed. We will operate as separate companies and it will be business as usual until close.

Thank you for your dedication and enormous contributions to Broadcom and please look out for continued communication.

Scott

Forward Looking Statements

All statements included or incorporated by reference in this document, other than statements or characterizations of historical fact, are forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Broadcom’s current expectations, estimates and projections about its business and industry, management’s beliefs, and certain assumptions made by Broadcom and Avago, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words. Examples of such forward-looking statements include, but are not limited to, references to the anticipated benefits of the proposed transaction and the expected date of closing of the transaction. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially and adversely from those expressed in any forward-looking statement.

Important risk factors that may cause such a difference in connection with the proposed transaction include, but are not limited to, the following factors: (1) the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approvals from the shareholders of Avago or Broadcom for the transaction are not obtained; (2) litigation relating to the transaction; (3) uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction; (4) risks that the proposed transaction disrupts the current plans and operations of Avago or Broadcom; (5) the ability of Avago and Broadcom to retain and hire

key personnel; (6) competitive responses to the proposed transaction; (7) unexpected costs, charges or expenses resulting from the transaction; (8) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; (9) the combined companies’ ability to achieve the growth prospects and synergies expected from the transaction, as well as delays, challenges and expenses associated with integrating the combined companies’ existing businesses and the indebtedness planned to be incurred in connection with the transaction; and (10) legislative, regulatory and economic developments. These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the joint proxy statement/prospectus that will be included in the Registration Statement on Form S-4 that will be filed with the SEC in connection with the proposed transaction. The forward-looking statements in this document speak only as of this date. Neither Broadcom nor Avago undertake any obligation to revise or update publicly any forward-looking statement to reflect future events or circumstances.

In addition, actual results are subject to other risks and uncertainties that relate more broadly to Broadcom Corporation’s overall business, including those more fully described in Broadcom Corporation’s filings with the Securities and Exchange Commission (“SEC”) including its annual report on Form 10-K for the fiscal year ended December 31, 2014, and its quarterly reports filed on Form 10-Q for the current fiscal year, and Avago’s overall business and financial condition, including those more fully described in Avago’s filings with the SEC including its annual report on Form 10-K for the fiscal year ended November 2, 2014, and its quarterly reports filed on Form 10-Q for its current fiscal year. The forward-looking statements in this document speak only as of date of this document. We undertake no obligation to revise or update publicly any forward-looking statement, except as required by law.

Additional Information And Where To Find It

This document does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The proposed transaction will be submitted to the shareholders of each of Broadcom and Avago for their consideration. Avago will file with the SEC a Registration Statement on Form S-4 that will include a joint proxy statement/prospectus of Broadcom and Avago. Each of Broadcom and Avago will provide the joint proxy statement/prospectus to their respective shareholders. Broadcom and Avago also plan to file other documents with the SEC regarding the proposed transaction. This document is not a substitute for any prospectus, proxy statement or any other document which Broadcom or Avago may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF BROADCOM AND AVAGO ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. You may obtain copies of all documents filed with the SEC regarding this transaction,

free of charge, at the SEC’s website (www.sec.gov). In addition, investors and shareholders will be able to obtain free copies of the joint proxy statement/prospectus and other documents filed with the SEC by the parties on Broadcom’s Investor Relations website (www.broadcom.com/investors) (for documents filed with the SEC by Broadcom) or Avago Investor Relations at (408) 435-7400 or investor.relations@avagotech.com (for documents filed with the SEC by Avago, Holdco or New LP).

Participants in the Solicitation

Broadcom, Avago, and certain of their respective directors, executive officers and other members of management and employees, under SEC rules may be deemed to be participants in the solicitation of proxies from Broadcom and Avago shareholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Broadcom and Avago shareholders in connection with the proposed transaction will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find more detailed information about Broadcom’s executive officers and directors in its definitive proxy statement filed with the SEC on March 27, 2015. You can find more detailed information about Avago’s executive officers and directors in its definitive proxy statement filed with the SEC on February 20, 2015. Additional information about Broadcom’s executive officers and directors and Avago’s executive officers and directors can be found in the above-referenced Registration Statement on Form S-4 when it becomes available.

EX-99.2

Exhibit 99.2

Filed pursuant to Rule 425 under the

Securities Act of 1933, as amended, and

deemed filed under Rule 14a-12 under the

Securities Exchange Act of 1934, as amended

Filer: Broadcom Corporation

Commission File No.: 000-23993

Subject Company: Broadcom Corporation

Email from Henry Samueli to Broadcom Employees

All,

By now you’ve heard the news that Broadcom has entered into an agreement to be acquired by Avago, creating one of the largest, strongest and most innovative semiconductor companies in the world.

When the transaction is completed, pending shareholder and regulatory approval, the combined company will have enterprise value of ~ $77 billion, truly global reach across multiple industries and – thanks to you and all your hard work - market leadership in a broad array of the core technologies driving growth in the 21^st century.

The transaction brings together two world-class companies with talented employees, complementary product lines, rich patent portfolios, shared corporate values and a strong commitment to delivering exceptional value to our customers.

Broadcom was started in 1991, Avago in 1961, and both companies have played crucial roles in the spectacular growth of the semiconductor industry. Even with all our past success, Scott and I believe that the most exciting phase of growth is ahead of us.

From wearable devices and mobile phones to home appliances and cars, from factories and energy grids to data centers and the cloud, in the coming decade our semiconductor solutions will enable an expansion of connectivity and communication that will be unprecedented in the history of the world.

The opportunity to drive this expansion will belong to companies with the scale, depth of product and patent portfolios, and global presence needed to create platforms for this new hyperconnected world. That’s why we’re so excited by the opportunity to combine our strengths with those of Avago.

There will be much more to share with you about our plans in the coming weeks and months. In the meantime, please know how grateful I am to all of you for helping to make Broadcom the market leader it is today. In partnership with our new colleagues at Avago, we will continue to be a leader in the years to come.

Sincerely,

Henry

Forward Looking Statements

All statements included or incorporated by reference in this document, other than statements or characterizations of historical fact, are forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Broadcom’s current expectations, estimates and projections about its business and industry, management’s beliefs, and certain assumptions made by Broadcom and Avago, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words. Examples of such forward-looking statements include, but are not limited to, references to the anticipated benefits of the proposed transaction and the expected date of closing of the transaction. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially and adversely from those expressed in any forward-looking statement.

Important risk factors that may cause such a difference in connection with the proposed transaction include, but are not limited to, the following factors: (1) the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approvals from the shareholders of Avago or Broadcom for the transaction are not obtained; (2) litigation relating to the transaction; (3) uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction; (4) risks that the proposed transaction disrupts the current plans and operations of Avago or Broadcom; (5) the ability of Avago and Broadcom to retain and hire key personnel; (6) competitive responses to the proposed transaction; (7) unexpected costs, charges or expenses resulting from the transaction; (8) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; (9) the combined companies’ ability to achieve the growth prospects and synergies expected from the transaction, as well as delays, challenges and expenses associated with integrating the combined companies’ existing businesses and the indebtedness planned to be incurred in connection with the transaction; and (10) legislative, regulatory and economic developments. These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the joint proxy statement/prospectus that will be included in the Registration Statement on Form S-4 that will be filed with the SEC in connection with the proposed transaction. The forward-looking statements in this document speak only as of this date. Neither Broadcom nor Avago undertake any obligation to revise or update publicly any forward-looking statement to reflect future events or circumstances.

In addition, actual results are subject to other risks and uncertainties that relate more broadly to Broadcom Corporation’s overall business, including those more fully described in Broadcom Corporation’s filings with the Securities and Exchange Commission (“SEC”) including its annual report on Form 10-K for the fiscal year ended December 31, 2014, and its quarterly reports filed on Form 10-Q for the current fiscal year, and Avago’s overall business and financial condition, including those more fully described in Avago’s filings with the SEC including its annual report on Form 10-K for the fiscal year ended November 2, 2014, and its quarterly reports filed on Form 10-Q for its current fiscal year. The forward-looking statements in this document speak only as of date of this document. We undertake no obligation to revise or update publicly any forward-looking statement, except as required by law.

Additional Information And Where To Find It

This document does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The proposed transaction will be submitted to the shareholders of each of Broadcom and Avago for their consideration. Avago will file with the SEC a Registration Statement on Form S-4 that will include a joint proxy statement/prospectus of Broadcom and Avago. Each of Broadcom and Avago will provide the joint proxy statement/prospectus to their respective shareholders. Broadcom and Avago also plan to file other documents with the SEC regarding the proposed transaction. This document is not a substitute for any prospectus, proxy statement or any other document which Broadcom or Avago may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF BROADCOM AND AVAGO ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov). In addition, investors and shareholders will be able to obtain free copies of the joint proxy statement/prospectus and other documents filed with the SEC by the parties on Broadcom’s Investor Relations website (www.broadcom.com/investors) (for documents filed with the SEC by Broadcom) or Avago Investor Relations at (408) 435-7400 or investor.relations@avagotech.com (for documents filed with the SEC by Avago, Holdco or New LP).

Participants in the Solicitation

Broadcom, Avago, and certain of their respective directors, executive officers and other members of management and employees, under SEC rules may be deemed to be participants in the solicitation of proxies from Broadcom and Avago shareholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Broadcom and Avago shareholders in connection with the proposed transaction will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find more detailed information about Broadcom’s executive officers and directors in its definitive proxy statement filed with the SEC on March 27, 2015. You can find more detailed information about Avago’s executive officers and directors in its definitive proxy statement filed with the SEC on February 20, 2015. Additional information about Broadcom’s executive officers and directors and Avago’s executive officers and directors can be found in the above-referenced Registration Statement on Form S-4 when it becomes available.

EX-99.3

Exhibit 99.3

Filed pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended

Filer: Broadcom Corporation Commission File No.: 000-23993

Subject Company: Broadcom Corporation

BROADCOM AND AVAGO ANNOUNCEMENT

CEO All Hands

May 28, 2015

Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved.

CAUTIONARY STATEMENT AND IMPORTANT INFORMATION

Forward Looking Statements

All statements included or incorporated by reference in this document, other than statements or characterizations of historical fact, are forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Broadcom’s current expectations, estimates and projections about its business and industry, management’s beliefs, and certain assumptions made by Broadcom and Avago, all of which are subject to change. Forward-looking statements can often be identified by words such as

“anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words. Examples of such forward-looking statements include, but are not limited to, references to the anticipated benefits of the proposed transaction and the expected date of closing of the transaction. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially and adversely from those expressed in any forward-looking statement.

Important risk factors that may cause such a difference in connection with the proposed transaction include, but are not limited to, the following factors: (1) the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approvals from the shareholders of Avago or Broadcom for the transaction are not obtained; (2) litigation relating to the transaction; (3) uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction; (4) risks that the proposed transaction disrupts the current plans and operations of Avago or Broadcom; (5) the ability of Avago and Broadcom to retain and hire key personnel; (6) competitive responses to the proposed transaction; (7) unexpected costs, charges or expenses resulting from the transaction; (8) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; (9) the combined companies’ ability to achieve the growth prospects and synergies expected from the transaction, as well as delays, challenges and expenses associated with integrating the combined companies’ existing businesses and the indebtedness planned to be incurred in connection with the transaction; and (10) legislative, regulatory and economic developments. These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the joint proxy statement/prospectus that will be included in the Registration Statement on Form S-4 that will be filed with the SEC in connection with the proposed transaction. The forward-looking statements in this document speak only as of this date. Neither Broadcom nor Avago undertake any obligation to revise or update publicly any forward-looking statement to reflect future events or circumstances.

In addition, actual results are subject to other risks and uncertainties that relate more broadly to Broadcom Corporation’s overall business, including those more fully described in Broadcom Corporation’s filings with the Securities and Exchange Commission (“SEC”) including its annual report on Form 10-K for the fiscal year ended December 31, 2014, and its quarterly reports filed on Form 10-Q for the current fiscal year, and Avago’s overall business and financial condition, including those more fully described in Avago’s filings with the SEC including its annual report on Form 10-K for the fiscal year ended November 2, 2014, and its quarterly reports filed on Form 10-Q for its current fiscal year. The forward-looking statements in this document speak only as of date of this document. We undertake no obligation to revise or update publicly any forward-looking statement, except as required by law.

Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved. 2

CAUTIONARY STATEMENT AND IMPORTANT INFORMATION CON’T

Additional Information and Where to Find it

This document does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

The proposed transaction will be submitted to the shareholders of each of Broadcom and Avago for their consideration. Avago will file with the SEC a Registration Statement on Form S-4 that will include a joint proxy statement/prospectus of Broadcom and Avago. Each of Broadcom and Avago will provide the joint proxy statement/prospectus to their respective shareholders. Broadcom and Avago also plan to file other documents with the SEC regarding the proposed transaction. This document is not a substitute for any prospectus, proxy statement or any other document which Broadcom or Avago may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF BROADCOM AND AVAGO ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE

BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov). In addition, investors and shareholders will be able to obtain free copies of the joint proxy statement/prospectus and other documents filed with the SEC by the parties on Broadcom’s Investor Relations website (www.broadcom.com/investors) (for documents filed with the SEC by Broadcom) or Avago Investor Relations at (408) 435-7400 or investor.relations@avagotech.com (for documents filed with the SEC by Avago, Holdco or New LP).

Broadcom, Avago, and certain of their respective directors, executive officers and other members of management and employees, under SEC rules may be deemed to be participants in the solicitation of proxies from Broadcom and Avago shareholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Broadcom and Avago shareholders in connection with the proposed transaction will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find more detailed information about Broadcom’s executive officers and directors in its definitive proxy statement filed with the SEC on March 27, 2015. You can find more detailed information about Avago’s executive officers and directors in its definitive proxy statement filed with the SEC on February 20, 2015. Additional information about Broadcom’s executive officers and directors and Avago’s executive officers and directors can be found in the above-referenced Registration Statement on Form S-4 when it becomes available.

Participants in the Solicitation

Broadcom, Avago, and certain of their respective directors, executive officers and other members of management and employees, under SEC rules may be deemed to be participants in the solicitation of proxies from Broadcom and Avago shareholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Broadcom and Avago shareholders in connection with the proposed transaction will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find more detailed information about Broadcom’s executive officers and directors in its definitive proxy statement filed with the SEC on March 27, 2015. You can find more detailed information about Avago’s executive officers and directors in its definitive proxy statement filed with the SEC on February 20, 2015. Additional information about Broadcom’s executive officers and directors and Avago’s executive officers and directors can be found in the above-referenced Registration Statement on Form S-4 when it becomes available.

Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved. 3

AGENDA

Transaction Overview

About Avago & the New Broadcom Ltd. What This Means for Employees Q&A

Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved. 4

TRANSACTION RATIONALE

1. Financially compelling for Broadcom shareholders

2. Creates scale that is increasingly important as the industry matures

3. Strengthens our footprint in handsets

4. Strengthens our infrastructure business

5. Accelerates our time-to-market for leading process nodes

Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved. 5

TRANSACTION OVERVIEW

Average consideration per share is approximately $27.25 in cash plus shares in the new company equivalent to 0.2189 shares of Avago stock. The transaction mechanics

Price per Share are complex, and consideration may vary depending on elections made by each shareholder. More information to come.

Broadcom shareholders will hold roughly 32% of the outstanding shares of the

Ownership combined company. Broadcom will appoint two Directors to the Board.

Company Name The new company’s name will be Broadcom Ltd.

Avago CEO Hock Tan will be CEO of the combined company upon close. Henry

Management

Samueli to become CTO and board member.

Transaction is expected to close in the first quarter of 2016, subject to: Timing • Shareholder vote

Regulatory clearance and other customary closing conditions

Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved. 6

COMBINED COMPANY STRENGTH

Creates World’s Leading Diversified Semiconductor Company

Global leader with unique scale and product breadth

Ability to offer a broader product set to wired and wireless customers

Combined company will have a unique portfolio of category-leading franchises

Increases exposure to numerous attractive end markets

Strong financial profile and significant synergies

Immediately accretive to free cash flow and non-GAAP EPS

Significantly Enhances Long-Term Shareholder Value for Both Companies

Non-GAAP results exclude, where applicable, amortization of intangibles, advisory agreement termination fee, selling shareholder expenses, restructuring charges, share based compensation, discontinued operations and loss on extinguishment of debt. All leverage multiples are based on pro forma EBITDA adjusted for divestitures / acquisitions for the particular time period.

Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved. 7

NEW BROADCOM LTD.

3rd largest semiconductor company in the world

Leader in more than 30 product areas

2015 revenue of more than $15B

One of the largest and most important patent portfolios in the industry

Aggressive culture focused on delivering superior technology to customers

Source: Company filings as of May 26, 2015

Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved.

LTM Revenue ($M)

$6,173

$6,638

$7,019

$7,284

$8,502

+ $10,544

$13,212

$15,140

$27,491

$55,887

8

ABOUT AVAGO

Publicly Traded on

NASDAQ: “AVGO”

Approx. 8400 Employees

HQ in San Jose and Singapore

Market Cap: $34.0B Enterprise Value $37.0B

FY2015 Revenue* $6.9B FY2015 OI * 42.2% FY2015 EPS* $8.42

All 2015 numbers are non-GAAP based on analyst consensus forecasts. Content based on public filings.

Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved.

9

AVAGO SEGMENTS / PRODUCTS

Wireless

Front-End Modules & FBAR filters

Wireless

Front-End Modules & FBAR filters

Wired

Fiber Optics

ASIC SerDes

Enterprise Storage

HDD Read Channel SoCs + SSD Controller ASICs

HDD Pre-Amps

RAID & SAS Adaptors, PCIe Switches

Fibre Channel HBAs

Industrial

Optical Isolation Motion Encoders Industrial Fiber Opto-Electronics

Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved.

10

COMBINED COMPANIES INCREASES EXPOSURE TO SECULAR GROWTH ACROSS ATTRACTIVE END MARKETS

LTE Transition

LTE Phone Growth (Units M)

1,316

467

2014 2019E

Source: Gartner 2014

IP Traffic

Global IP Traffic (PB Per Month)

131,553

62,476

2014 2018E

Source: Cisco VNI 2014

Datacenter Spending

Hardware Datacenter Spending ($M)

$15,731

$9,397

2014 2017E

Source: Gartner 2014

Connected Home / IoT

Shipments Of Connected Home Devices (Units M)

3,789

643

2014 2020E

Source: Gartner 2014

Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved.

11

WORLD’S LEADING DIVERSIFIED SEMICONDUCTOR COMPANY

Avago (1) Broadcom Broadcom Ltd. (2)

LTM Revenue: $6.6B Industrial & Other Wired Infrastructure

Enterprise Storage

Wireless Comm

LTM Revenue: $8.5B

Infrastructure & Networking

Broadband & Connectivity

LTM Revenue: $15.1B Industrial & Other Enterprise Storage

Wireless Comm

Wired Infrastructure

Uniquely Positioned With Broader Product Portfolio to Serve Evolving Interface and

Connectivity Needs of Tier 1 Customers

(1) Avago financials are pro forma for a full year of impact from the acquisition of Emulex and PLX

(2) Infrastructure & Networking and Broadband are included in Wired Infrastructure segment; Connectivity is included in Wireless segment Internal Avago estimates

Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved. 12

BROADCOM LTD. BUSINESSES / PRODUCTS

Wireless

Front-End Modules &

FBAR filters

Connectivity

GPS

NFC

Touch

Wired

Fiber Optics

ASIC / Serdes

Switching

HSIP / Phys

Controllers

KBPs

Processors /

Wireless Infra. / uWave

Storage

HDD Read Channel + Custom SSD Controllers

HDD Pre-Amps

RAID & SAS Adaptors, PCIe Switches

Fibre Channel HBAs

Broadband

Cable / Satellite / IPTV STB Cable Modem DSL / xPON

Small Cell

Powerline

Industrial

Isolation Products Industrial Fiber Motion Encoders Opto-Electronics

Note: chart illustrates only an example of potential segments, and does not represent a proposed organization structure. Integration planning will occur in the months to come.

Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved. 13

COMPENSATION QUESTIONS

Salaries

Committed to be same or higher for at least 12 months after close

Employee equity

Vested employee stock options will be cashed out

Unvested employee equity generally will be converted to unvested equity in the new company, with the same vesting schedule, subject to limited exceptions

Payout and/or exchange will be based on price equal to 0.2189 shares of Avago + $27.25 shortly prior to closing

Bonus pool for 2015

If closing is on or after Jan 1, 2016, full bonus pool will be paid as planned

If closing is prior to Jan 1, 2016, bonus pool will be pro-rated and employees will move to the new company’s plan following the close

Company performance will be applied to full or pro-rated bonus pool

Focal process will occur as usual in Feb 2016 if transaction has not closed at that point

Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved. 14

TREATMENT OF EMPLOYEE RSUS AND STOCK OPTIONS

Vested Broadcom restricted stock units (“RSUs”) and stock options will be cashed out at closing of the transaction

Holders will receive $54.50 per share in cash, net of any applicable exercise price

Unvested Broadcom RSUs and stock options will be converted automatically into RSUs and stock options of Avago

The number of Avago ordinary shares to be subject to Avago RSUs and stock options will be determined pursuant to an exchange ratio set forth in the merger agreement

Vesting period will remain the same

Upon exercise of the stock options and vesting of the RSUs, holders will receive Avago ordinary shares No taxable event at the time of the merger; holders will continue to be taxed upon exercise or receipt of the shares

Employees will not receive restricted shares or partnership units (collectively, “restricted shares”) with respect to their RSUs and options

Similar to other shareholders, employees who hold shares will have the opportunity to defer tax on their shares and remain long-term shareholders of Avago by electing restricted shares

Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved. 15

EMPLOYEE NEXT STEPS

Until the Transaction Closes, Broadcom and Avago Must Remain Two Separate Companies

DO

Continue to execute

Continue to focus on customers

Assist with integration planning if asked to do so

Ask your manager if unsure whether something is appropriate

DO NOT

Share competitive information with Avago

Coordinate customer-facing activities with Avago

Have informal meetings or discussions with Avago on integration

Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved. 16

QUESTIONS & ANSWERS

Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved. 17

MOST IMPORTANTLY…

Continue to Innovate

Continue to Execute

Stay Focused on Customers

Look Forward to Our Combined Future

Broadcom Proprietary and Confidential. © 2015 Broadcom Corporation. All rights reserved.

EX-99.4

Exhibit 99.4

Filed pursuant to Rule 425 under the

Securities Act of 1933, as amended, and

deemed filed under Rule 14a-12 under the

Securities Exchange Act of 1934, as amended

Filer: Broadcom Corporation

Commission File No.: 000-23993

Subject Company: Broadcom Corporation

Broadcom and Avago Employee FAQ

COMPANY QUESTIONS:

Q1: Why would Broadcom consider this transaction? Was the company for sale?

A: Although Broadcom was not looking to be acquired, it has a responsibility to consider all proposals that could create meaningful shareholder value. As Broadcom has highlighted in the past, the industry is maturing and the new company will have the size, scale and broad product line to be successful. The proposal from Avago offers strong shareholder value and establishes the new company as the third largest semiconductor company in the world valued at $72 billion.

Q2: Who is Avago? The company seems relatively unknown.

A: Avago is a fast-growing semiconductor company with a broad portfolio and strong management team. Avago has a successful track record of acquiring companies including LSI, Emulex and PLX. After this transaction closes, the new combined company will create the third largest semiconductor company in the world. The new company will be called Broadcom Ltd.

Q3: Given Broadcom’s size, it would seem that if the company were acquired it would have been by a significantly larger semiconductor company. Why Avago?

A: Avago has been one to watch – the company has been executing well, successfully acquiring companies and creating meaningful shareholder value. The resulting company will be one of the largest semiconductor companies in the world and will be well positioned to lead in the semiconductor space.

Q4: I thought Broadcom was an aggressive acquirer. Why isn’t Broadcom buying Avago instead?

A: The focus today is that the transaction with Avago will create meaningful shareholder value. The resulting company – Broadcom Ltd. - will be one of the largest semiconductor companies in the world and will be positioned to lead in the semiconductor space.

Q5: Isn’t Broadcom bigger than Avago? How can Broadcom be acquired by a smaller company?

A: Avago’s market capitalization is larger than Broadcom’s so from that perspective, Avago is larger. Avago also is more profitable and has a higher P/E multiple.

Q6: Were Henry Samueli and Henry Nicholas involved in the decision to sell?

A: Both Henry Samueli and Henry Nicholas have been involved and are supportive of the transaction. Henry Samueli will remain with Broadcom and will assume the role of CTO and be a board member. Henry Nicholas will serve in a strategic advisory role within the combined company, reporting to Hock Tan.

Q7: Who will be on the management team at the new company?

A: The CEO of the combined new company will be Hock Tan, CEO of Avago. Henry Samueli will become the CTO and be a board member. All other management decisions have not been made.

Q8: The $54.50 stock price doesn’t seem high enough given where Broadcom’s stock has been trading. Why is the company not holding out for more?

A: The premium is consistent with other large M&A transactions in the industry. Also, since part of the deal is funded by Avago equity, Broadcom’s shareholders are in a position to benefit from any potential upward movement in Avago stock post deal-signing as well.

Q9: What does it mean that the consideration is half-cash and half-equity? Does that mean Broadcom will get some of Avago’s shares? If so, how many?

A: Broadcom shareholders will be able to opt for the consideration they prefer for the shares that they hold. More details will be available when proxy materials related to the transaction are filed.

Q10: How long will take for the deal to close?

A: It is difficult to speculate on a timeline to close. Typically, deals of this size and complexity could take up to a year or more to close. It depends on feedback during the regulatory approval process. Current estimates are that the deal would close in the first half of 2016.

Q11: Do we need to get regulatory approvals from the U.S., China or anywhere else?

A: Yes, there are a range of countries where Broadcom will need to file for regulatory approval.

Q12: Is there any chance the deal will not close?

A: Avago is committed to doing what is necessary to close the transaction.

Q13: Will the shareholders get to vote on the deal? If so, when?

A: Yes. More details will be available when the proxy is filed.

Q14: Will Broadcom’s customers be supportive of the combination?

A: This transaction creates value for Broadcom’s customers by creating greater scale and the ability to invest more aggressively in leading-edge process nodes. Broadcom will have a broader portfolio to deliver to customers.

Q15: What does this mean for Broadcom’s businesses? Will any business be shut down or sold?

A: Currently, there is no information available on the shape, structure or plans for the new company. Avago has committed to a process of review and understanding of Broadcom’s business and product portfolio. Henry Samueli will play an active role as CTO in that process.

Q16: Avago stated there is a path to $750 million in synergies. What does this mean?

A: In a deal of this size, there are savings from suppliers due to the benefits of scale. However, the new company will be much larger than Avago is today, and it will need a support organization to manage the complexity that comes with size.

EMPLOYEE QUESTIONS:

Q17: What does this transaction mean to employees? When will employees know if they have a job with the new company?

A: Until the deal closes, Broadcom is responsible for continuing to execute on current plans and roadmaps. Please stay focused through this timeframe. Broadcom is committed to providing employees with updates in a timely manner.

Q18: Will Broadcom employees receive an offer letter from Avago?

A: For now, the focus is executing on plans between now and the close of the transaction.

Q19: Will Broadcom employees have changes to salaries, titles and direct managers at the new company?

A: Broadcom will conduct business as usual until the transaction closes. Decisions on employees will be made by the management team of the new company.

Q20: How will ESPP be affected?

A: Upon close, Broadcom’s ESPP will be canceled. Broadcom employees who continue on with the new company will be eligible to enroll in the ESPP with the new company.

Q21: Will severance packages be offered for employees who are not offered jobs with the new company? What will the severance package include?

A: We do not yet have details on severance packages. For Broadcom employees outside of the U.S., severance payments would comply with local statutory requirements.

Q22: What happens to employee equity?

A: Vested employee stock options will be cashed out at closing. Unvested employee equity (RSUs) will be converted to unvested equity in the new company, with the same vesting schedule based on an established exchange ratio that preserves the award value for employees.

Q23: What will happen to employee benefits? Healthcare, 401K, etc.?

A: Employees staying on will be eligible for benefits with the new company.

ONGOING BUSINESS QUESTIONS:

Q24: What does it mean that until the deal closes, Broadcom and Avago will run as separate companies?

A: Broadcom is responsible for running its business until the deal closes. It means there will be no coordination with the other side on business plans, roadmaps, customer communications, etc.

Q25: Do employees still have the authority to make decisions related to group/projects, etc.?

A: Yes. Broadcom will continue to operate the business as usual including hiring and project execution.

Q26: Can we start meeting with the other side and share strategy on roadmaps, new products, customer plans, etc.?

A: No. Until the transaction closes, employees should conduct business as usual. Do not contact any employee at Avago unless requested to do so by your supervisor.

Q27: What is the message for customers?

A: The Sales team is taking the lead on a coordinating messaging with customers.

Q28: What if attrition begins immediately, how will work/projects get done?

A: The intent is to conduct business as usual until the transaction closes. Employees should work with their manager to develop a plan to continue execution on current plans and roadmaps.

Q29: Is Broadcom offering retention programs to key people?

A: Broadcom has competitive compensation programs and retention tools and will continue to operate the business as usual until the transaction closes.

Q30: If the transaction takes a long time to close will Broadcom still run a focal process in 2016 for 2015. Will employees still be eligible for bonus and equity?

A: If the transaction is not completed by January 1, 2016, the Focal process for the previous year will continue as usual. If the transaction has not closed by the time in February that focal equity grants and bonus program determinations are typically made, bonus plan determinations and focal equity grants will be made for fiscal year 2016.

Q31: Will Broadcom keep hiring? What will happen to open requisitions?

A: Broadcom will continue to operate the business as usual including hiring. After closing, the new management team will determine headcount required.

Q32: Why did Broadcom implement SAP if this was in the works? Will the new company use the new SAP system?

A: Broadcom needed a new ERP system and the SAP implementation is going well. It is not known at this time what systems will be employed at the new company.

Q33: What will happen to the new Irvine Campus? Will the construction continue?

A: Broadcom is responsible for executing on current plans until the deal closes; this includes building the new Irvine Campus.

Q34: Will Avago and Broadcom offices be consolidated?

A: Immediate consolidation opportunities are limited. In the long-term, consolidation may arise as many sites are relatively close to Broadcom locations. The Avago team will determine office needs after the deal closes.

Q35: How should employees respond to media inquiries about the transaction?

A: Broadcom’s media policy is to direct all media inquiries to Vice President of Corporate Marketing & Communications Karen Kahn at (415) 297-5035 or any investor inquiries to Vice President of Investor Relations Peter Andrew at (949) 926-6932.

Forward Looking Statements

All statements included or incorporated by reference in this document, other than statements or characterizations of historical fact, are forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Broadcom’s current expectations, estimates and projections about its business and industry, management’s beliefs, and certain assumptions made by Broadcom and Avago, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words. Examples of such forward-looking statements include, but are not limited to, references to the anticipated benefits of the proposed transaction and the expected date of closing of the transaction. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially and adversely from those expressed in any forward-looking statement.

Important risk factors that may cause such a difference in connection with the proposed transaction include, but are not limited to, the following factors: (1) the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approvals from the shareholders of Avago or Broadcom for the transaction are not obtained; (2) litigation relating to the transaction; (3) uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction; (4) risks that the proposed transaction disrupts the current plans and operations of Avago or Broadcom; (5) the ability of Avago and Broadcom to retain and hire key personnel; (6) competitive responses to the proposed transaction; (7) unexpected costs, charges or expenses resulting from the transaction; (8) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; (9) the combined companies’ ability to achieve the growth prospects and synergies expected from the transaction, as well as delays, challenges and expenses associated with integrating the combined companies’ existing businesses and the indebtedness planned to be incurred in connection with the transaction; and (10)

legislative, regulatory and economic developments. These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the joint proxy statement/prospectus that will be included in the Registration Statement on Form S-4 that will be filed with the SEC in connection with the proposed transaction. The forward-looking statements in this document speak only as of this date. Neither Broadcom nor Avago undertake any obligation to revise or update publicly any forward-looking statement to reflect future events or circumstances.

In addition, actual results are subject to other risks and uncertainties that relate more broadly to Broadcom Corporation’s overall business, including those more fully described in Broadcom Corporation’s filings with the Securities and Exchange Commission (“SEC”) including its annual report on Form 10-K for the fiscal year ended December 31, 2014, and its quarterly reports filed on Form 10-Q for the current fiscal year, and Avago’s overall business and financial condition, including those more fully described in Avago’s filings with the SEC including its annual report on Form 10-K for the fiscal year ended November 2, 2014, and its quarterly reports filed on Form 10-Q for its current fiscal year. The forward-looking statements in this document speak only as of date of this document. We undertake no obligation to revise or update publicly any forward-looking statement, except as required by law.

Additional Information And Where To Find It

This document does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The proposed transaction will be submitted to the shareholders of each of Broadcom and Avago for their consideration. Avago will file with the SEC a Registration Statement on Form S-4 that will include a joint proxy statement/prospectus of Broadcom and Avago. Each of Broadcom and Avago will provide the joint proxy statement/prospectus to their respective shareholders. Broadcom and Avago also plan to file other documents with the SEC regarding the proposed transaction. This document is not a substitute for any prospectus, proxy statement or any other document which Broadcom or Avago may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF BROADCOM AND AVAGO ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov). In addition, investors and shareholders will be able to obtain free copies of the joint proxy statement/prospectus and other documents filed with the SEC by the parties on Broadcom’s Investor Relations website (www.broadcom.com/investors) (for documents filed with the SEC by Broadcom) or Avago Investor Relations at (408) 435-7400 or investor.relations@avagotech.com (for documents filed with the SEC by Avago, Holdco or New LP).

Participants in the Solicitation

Broadcom, Avago, and certain of their respective directors, executive officers and other members of management and employees, under SEC rules may be deemed to be participants in the solicitation of proxies from Broadcom and Avago shareholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Broadcom and Avago shareholders in connection with the proposed transaction will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You

can find more detailed information about Broadcom’s executive officers and directors in its definitive proxy statement filed with the SEC on March 27, 2015. You can find more detailed information about Avago’s executive officers and directors in its definitive proxy statement filed with the SEC on February 20, 2015. Additional information about Broadcom’s executive officers and directors and Avago’s executive officers and directors can be found in the above-referenced Registration Statement on Form S-4 when it becomes available.

EX-99.5

Exhibit 99.5

Filed pursuant to Rule 425 under the

Securities Act of 1933, as amended, and

deemed filed under Rule 14a-12 under the

Securities Exchange Act of 1934, as amended

Filer: Broadcom Corporation

Commission File No.: 000-23993

Subject Company: Broadcom Corporation

Broadcom and Avago Investor Q&A

May 28, 2015

Why is Avago entering into an agreement to acquire Broadcom?

Bottom line - this is a compelling transaction for shareholders. Broadcom and Avago shareholders are benefitting in terms of a move upwards in both of their share prices but the Broadcom shareholders also have a longer-term opportunity to benefit by being shareholders in Avago should they chose.

As Broadcom has highlighted in the past – the industry is maturing and we believe that those companies that will be successful over the long term will need to have size, scale and a broad product line.

This transaction meets that criteria:

The combined company will be the third largest semiconductor company in the world offering a broader set of products to both company’s wired and wireless customers.

Unique portfolio of category leading franchises.

Stronger financial profile and immediately accretive to free cash flow and non-GAAP EPS.

Avago is smaller than Broadcom, why isn’t Broadcom entering into an agreement to acquire Avago?

Avago has the larger market cap. As Broadcom has highlighted in the past – the industry is maturing and we believe that those companies that will be successful over the long term will need to have size, scale and a broad product line.

Who reached out to who first?

Information regarding the communication between the two companies will be disclosed when the proxy is filed.

1

Was the company for sale?

The Company was not for sale, but we have the responsibility to consider all proposals that will create meaningful shareholder value. This proposal from Avago meets that criteria. It generates significant shareholder value and creates one of the largest semiconductor companies in the world.

Why keep the name Broadcom?

Broadcom has a rich and long tradition of market and technological leadership and the combined company wanted to retain the name and identity.

Do Henry and Nick want this transaction to go forward?

Yes both Henry and Nick support the transaction and have agreed to vote their share in favor of it.

Will Nick or Henry be part of the Broadcom Limited management team?

Dr. Samueli will be appointed Chief Technical Officer of the combined company. Dr. Nicholas will serve in a strategic advisory role within the combined company, reporting to Mr. Tan.

Where there any other bidders?

Information regarding if there were any other bidders will be disclosed when the proxy is filed.

So there were other bidders, why where the other bids not accepted?

Information regarding if there were any other bidders will be disclosed when the proxy is filed.

Do you anticipate that they will come back to the bidding table or anyone else?

Information regarding any other discussions or if there were any other bidder will be disclosed when the proxy is filed.

What are the breakup fees and terms?

There is an “interloper” break-up fee of $1.0 billion but please refer to the transaction agreement that we expect to file shortly for further information regarding the transaction terms.

Is Broadcom able to entertain other bids?

The deal contains customary terms where if there is an unsolicited proposal we have the opportunity to evaluate, subject to customary limitations and procedures.

What metrics did Broadcom use internally to justify the transaction?

The Board underwent a rigorous process to evaluate the strategic and financial metrics which included a fairness opinion from our advisors. The Boards at both companies believe the transaction is in the best interest of both company’s shareholders and the shareholders themselves of both companies will have an opportunity to also vote prior to close.

2

What governmental reviews do you anticipate that this transaction will have to go through?

This transaction is subject to customary regulatory review including antitrust review in US, European Union, China and other jurisdictions.

Do you anticipate any issues?

We expect the transaction to receive the necessary approvals.

Avago said that they see a path to $750 million in synergies. What does that mean for the functions like, OPS, CE, Sales, and G&A?

Avago would best to comment on these issues.

Any update on numbers?

We are not making any comment regarding our outlook.

Deal Structure

Can you describe the terms of the offer?

Broadcom shareholders in aggregate will receive per share consideration of $27.25 in cash and 0.2189 Avago ordinary shares or restricted shares (as described below), subject to the election and proration mechanisms, and assuming that no more than 50% of outstanding Broadcom shares elect restricted shares

Each outstanding share of Broadcom will have the ability to elect to receive $54.50 in cash, 0.4378 Avago ordinary shares or 0.4378 restricted shares or partnership units (collectively, “restricted shares”) of Avago

The election of consideration per share will be prorated as follows:

Restricted shares: Shareholders electing restricted shares will receive all restricted shares

Stock:

If stock and restricted shares elected are less than 50% of Broadcom shares outstanding, shareholders electing stock will receive all stock

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If restricted shares elected are less than 50% and aggregate stock and restricted shares elected are greater than 50%, shareholders electing stock will receive a prorated amount of stock and cash

If restricted shares elected are greater than 50%, shareholders electing stock will receive all cash

Cash:

If cash elected is less than 50%, shareholders electing cash will receive all cash

If cash elected is greater than 50%, shareholders electing cash will receive a prorated amount of cash and stock

Non-electing shareholders will be treated the same as shareholders electing cash

Why units?

The transaction is intended to qualify as a tax-free exchange, but in the event that an IRS tax ruling is not received, shareholders will have the opportunity to elect partnership units exchangeable into Avago ordinary shares on a tax-deferred basis.

Why proration?

Avago wants to limit the amount of equity it is issuing in this transaction to approximately half of the total consideration.

What are the key terms of the partnership units?

Purpose: Allow long-term, tax-sensitive holders of Broadcom to continue their equity investment in Avago

Restricted Period: Two years from closing if units are elected by more than 15% of Broadcom shares outstanding near closing; otherwise, the period will be one year

Transferability: Not permitted during the Restricted Period other than permitted transfers such as charitable giving, estate tax planning and certain affiliate transfers

Hedging: Not permitted during the Restricted Period

Grant of Liens: Not permitted during the Restricted Period

Voting: Units will receive one vote per share and vote with ordinary shares as a single class, unless prohibited by Singapore law

Dividends: Same as ordinary shares

Exchange Window: Each holder of units may submit one exchange notice per month

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Exchange Right: After the Restricted Period, units are exchangeable on a one-for-one basis into Avago ordinary shares or cash, as determined by Avago; no exchange prior to the third anniversary of closing unless Avago receives tax opinion that there is no inversion tax risk to Avago

Cash Settle: Based on VWAP for the trading day immediately prior to the exchange notice at Avago’s option

Listing: Not to be listed

What will I receive in the transaction?

If the transaction is completed, each holder of Broadcom common shares will be entitled to receive, as elected by such holder:

(a) $54.50 in cash,

(b) 0.4378 newly issued partnership units exchangeable into Avago shares, or

(c) 0.4378 newly issued Avago shares

• Subject to proration such that all Broadcom shareholders shall receive in aggregate $27.25 in cash and 0.2189 in ordinary shares or units in total. If you do not deliver your election by the deadline or fail to make a proper election, you will be deemed to have elected to receive all cash consideration

What are exchangeable partnership units?

Units refer to interests of Safari Cayman, LP, which is an Avago exchangeable limited partnership unit which will be convertible on a one-to-one basis into Avago common shares; however, the units may not be exchanged for Avago common shares for two years following the closing of the transaction, unless holders electing to receive units are less than 15% of the Broadcom common shares, then the restricted period will be shortened to one year

Holders of the units will participate in the votes of shareholders of Avago on a pro rata basis

Please see the information on our web site.

Why are units being offered to shareholders, instead of only common stock?

The Units will allow long-term, tax-sensitive shareholders of Broadcom to continue their equity investment in Avago

Units will be tax-deferred and the shares may be taxable (depending upon IRS guidance).

What are the restricted shares?

If a tax ruling waiver is obtained, restricted shares will be issued instead of partnership units. Restricted shares will have the same terms as units described under Restricted Period, Transferability, Hedging, Grant of Liens, Voting and Dividends. The restricted shares will automatically be reclassified into ordinary shares at the end of the Restricted Period.

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Will each Broadcom shareholder who makes a partnership unit or restricted share election be entitled to receive partnership units or restricted shares?

Broadcom shareholders electing to receive partnership units or restricted shares will receive 100% of the partnership units or restricted shares elected.

Forward Looking Statements

All statements included or incorporated by reference in this document, other than statements or characterizations of historical fact, are forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Broadcom’s current expectations, estimates and projections about its business and industry, management’s beliefs, and certain assumptions made by Broadcom and Avago, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words. Examples of such forward-looking statements include, but are not limited to, references to the anticipated benefits of the proposed transaction and the expected date of closing of the transaction. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially and adversely from those expressed in any forward-looking statement.

Important risk factors that may cause such a difference in connection with the proposed transaction include, but are not limited to, the following factors: (1) the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approvals from the shareholders of Avago or Broadcom for the transaction are not obtained; (2) litigation relating to the transaction; (3) uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction; (4) risks that the proposed transaction disrupts the current plans and operations of Avago or Broadcom; (5) the ability of Avago and Broadcom to retain and hire key personnel; (6) competitive responses to the proposed transaction; (7) unexpected costs, charges or expenses resulting from the transaction; (8) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; (9) the combined companies’ ability to achieve the growth prospects and synergies expected from the transaction, as well as delays, challenges and expenses associated with integrating the combined companies’ existing businesses and the indebtedness planned to be incurred in connection with the transaction; and (10) legislative, regulatory and economic developments. These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the joint proxy statement/prospectus that will be included in the Registration Statement on Form S-4 that will be filed with the SEC in connection with the proposed transaction. The forward-looking statements in this document speak only as of this date. Neither Broadcom nor Avago undertake any obligation to revise or update publicly any forward-looking statement to reflect future events or circumstances.

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In addition, actual results are subject to other risks and uncertainties that relate more broadly to Broadcom Corporation’s overall business, including those more fully described in Broadcom Corporation’s filings with the Securities and Exchange Commission (“SEC”) including its annual report on Form 10-K for the fiscal year ended December 31, 2014, and its quarterly reports filed on Form 10-Q for the current fiscal year, and Avago’s overall business and financial condition, including those more fully described in Avago’s filings with the SEC including its annual report on Form 10-K for the fiscal year ended November 2, 2014, and its quarterly reports filed on Form 10-Q for its current fiscal year. The forward-looking statements in this document speak only as of date of this document. We undertake no obligation to revise or update publicly any forward-looking statement, except as required by law.

Additional Information And Where To Find It

This document does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The proposed transaction will be submitted to the shareholders of each of Broadcom and Avago for their consideration. Avago will file with the SEC a Registration Statement on Form S-4 that will include a joint proxy statement/prospectus of Broadcom and Avago. Each of Broadcom and Avago will provide the joint proxy statement/prospectus to their respective shareholders. Broadcom and Avago also plan to file other documents with the SEC regarding the proposed transaction. This document is not a substitute for any prospectus, proxy statement or any other document which Broadcom or Avago may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF BROADCOM AND AVAGO ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov). In addition, investors and shareholders will be able to obtain free copies of the joint proxy statement/prospectus and other documents filed with the SEC by the parties on Broadcom’s Investor Relations website (www.broadcom.com/investors) (for documents filed with the SEC by Broadcom) or Avago Investor Relations at (408) 435-7400 or investor.relations@avagotech.com (for documents filed with the SEC by Avago, Holdco or New LP).

Participants in the Solicitation

Broadcom, Avago, and certain of their respective directors, executive officers and other members of management and employees, under SEC rules may be deemed to be participants in the solicitation of proxies from Broadcom and Avago shareholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Broadcom and Avago shareholders in connection with the proposed transaction will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find more detailed information about Broadcom’s executive officers and directors in its definitive proxy statement filed with the SEC on March 27, 2015. You can find more detailed information about Avago’s executive officers and directors in its definitive proxy statement filed with the SEC on February 20, 2015. Additional information about Broadcom’s executive officers and directors and Avago’s executive officers and directors can be found in the above-referenced Registration Statement on Form S-4 when it becomes available.

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EX-99.6

Exhibit 99.6

Filed pursuant to Rule 425 under the

Securities Act of 1933, as amended, and

deemed filed under Rule 14a-12 under the

Securities Exchange Act of 1934, as amended

Filer: Broadcom Corporation

Commission File No.: 000-23993

Subject Company: Broadcom Corporation

  Raw Transcript  

28-May-2015

Avago Technologies Ltd. (AVGO)

Acquisition of Broadcom Corp by Avago Technologies Ltd Call

	Total Pages: 20
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Avago Technologies Ltd. (AVGO)		Raw Transcript
Acquisition of Broadcom Corp by Avago Technologies Ltd Call		28-May-2015

MANAGEMENT DISCUSSION SECTION

Operator: Good day, ladies and gentlemen, and welcome to the Avago Technologies Ltd Conference Call to discuss this definitive agreement to acquire Broadcom. My name is Steve, and I’ll be your operator for today. At this time, all participants are in a listen-only mode. We will conduct a question-and-answer session towards the end of this conference. [Operator Instructions] As a reminder, this conference is being recorded for replay purposes.

I would now like to turn the call over to Director of Investor Relations, Ashish Saran. Please proceed sir.

Ashish Saran

Thank you, operator, and good morning, everyone. We will be covering two topics today. First, Avago’s Chief Financial Officer, Tony Maslowski will review Avago’s second quarter financial results and business outlook. Then, he will turn the call over to our CEO, Hock Tan to introduce our guest and discuss our proposed acquisition of Broadcom. We will only take questions after prepared comments.

Press releases on both topics and supplemental information on the transaction are available in the Investors section of Avago’s website at avagotech.com. In addition, this conference call is being webcast live, and a recording will be available via telephone playback and will also be archived in the Investors section of our website.

During discussion of earnings, Tony will be providing details of our second quarter fiscal year 2015 results, background on our third quarter fiscal year 2015 outlook, and some commentary regarding the business environment. In addition to U.S. GAAP reporting, Avago reports certain financial measures on a non-GAAP basis. Reconciliations between GAAP and non-GAAP measures is included in the table attached to today’s press release. Comments made during today’s call will primarily refer to our non-GAAP financial results.

As a reminder, today’s call will include forward-looking statements regarding our future business performance and the expected timing and completion of the proposed transaction as well as financial impact to Avago. These statements include risks and uncertainties that could cause our actual results to differ materially from the statements made on this call. Please refer to our press releases today and our recent filings with the SEC for information on specific risk factors.

Now let me turn the call over to Tony.

Anthony E. Maslowski

Thank you, Ashish, and good morning, everyone. In light of the Broadcom announcement this morning, I will provide an abbreviated review of our recent business highlights and second quarter fiscal 2015 financial results. Complete second quarter financial results and third quarter guidance is included in our earnings announcement, which was released earlier today.

As you are all aware, we closed the Emulex transaction on May 5 two days into our third fiscal quarter. Accordingly, Q3 guidance will include expected contributions from Emulex. I want to remind you that my comments today will focus primarily on our non-GAAP results from continuing operations unless otherwise specifically noted.

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Avago Technologies Ltd. (AVGO)		Raw Transcript
Acquisition of Broadcom Corp by Avago Technologies Ltd Call		28-May-2015

Revenue of $1.65 billion in second quarter represents a decrease of 1% from the prior quarter. Revenue from the industrial and wire segments came in better than our expectations. The wireless segment performed as expected as we saw weaker than expected revenue from the enterprise storage segment. Gross margin and earnings per share came in much stronger than expectations driven by favorable mix.

Moving on to our segments starting with wireless. In the second quarter, revenue from our wireless segment declined by 13% sequentially, and compared to the same quarter last year, wireless grew by 66%. Looking at the third quarter of fiscal 2015, we expect growth to resume in our Wireless business with a high-single-digit sequential revenue growth. We are expecting the start of a ramp in a large handset OEM as they transition to their next-generation platform. We also expect to continue the product ramp we started in the prior quarter at another large handset OEM.

Turning to our Enterprise Storage segment. In the second quarter, Enterprise Storage revenue came in below expectations, declining by 4% sequentially. The sequential decline in Enterprise Storage was primarily due to the well-known weakness in the HDD end market. Our server and storage connectivity businesses had a strong quarter, driven by broader adoption of our PCI Express switches.

Starting with our third fiscal quarter, Emulex products will become a part of our server and storage connectivity businesses. In our third fiscal quarter, we expect a seasonal uptick in our HDD business and our custom SSD controllers to continue to ramp.

We expect our core server and storage connectivity businesses, not including Emulex to maintain their momentum and contribute a similar level of revenue in the third quarter. Collectively, with Emulex, we expect our Enterprise Storage segment revenue to grow close to 25% sequentially.

Moving on to the Wired Infrastructure segment. Our Wired segment performed better than expected in the second quarter with revenues increasing by 10% sequentially. ASIC revenue was up by double-digits sequentially. Fiber optics revenue was also up from the prior quarter, led by an increase in 40-gig shipments.

Please note that prior to the third fiscal quarter of this year, Avago sales to Emulex were included in the wired segment result. But starting with the third quarter, these sales will become intercompany transactions and will be eliminated from externally reported wired segment results. For the third quarter, we expect our wired segment revenues to decline by low single digits sequentially. The decline is entirely due to the impact of previous Emulex revenue generating transaction being eliminated.

Turning to our industrial and other segment, in the second quarter, our industrial and other segment revenue increased by 38% sequentially, well above expectations due to higher than expected licensing revenues. Industrial retail were up slightly from the prior quarter. Looking into the third quarter of fiscal 2015, we expect to continue to see replenishment of our industrial product inventory at our distributors and expect industrial retail to sustain from the prior quarter.

However, after the sharp spike in the second quarter, we expect a large decline in licensing revenue in the third quarter which will drive overall segment revenues to sequentially decline by about 20%. So in summary, at the midpoint of guidance, our third quarter consolidated revenues are projected to grow to $1.74 billion or up close to 6% sequentially.

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Avago Technologies Ltd. (AVGO)		Raw Transcript
Acquisition of Broadcom Corp by Avago Technologies Ltd Call		28-May-2015

Now turning to a few items on our financial results. Foxconn was a greater than 10% customer in the second fiscal quarter. Our second quarter gross margin from continuing operations was 61% which was above our guidance range of 57.5% to 59.5%, primarily due to the higher-than-expected licensing revenues, which carry a higher gross margin than our corporate average.

Total operating expenses for the second quarter were $297 million, $3 million above guidance, primarily because of higher than – excuse me, higher-than-anticipated spending on certain R&D engineering materials and higher payroll taxes due to stock option exercises.

Taxes came in at $40 million in the second quarter, slightly above our guidance. This was primarily due to higher net income than forecast. Second quarter interest expense was $53 million. Other income net was $12 million, resulting from a number of items including gains from foreign exchange and interest income.

Our share-based compensation in the second quarter was $57 million. In the third quarter of fiscal 2015, we anticipate share-based compensation would be approximately $82 million. In the second quarter, we spent $177 million on capital expenditures. During the quarter, we also paid $605 million to reduce our outstanding term loans.

As announced earlier this month, on May 5, 2015, two days into the third quarter, we paid $583 million in cash to acquire all outstanding share of Emulex Corporation. With the completion of the Emulex acquisition, Emulex’s 1.75% convertible notes are convertible at an increased conversion rate until June 30, 2015 under the fundamental change make-whole provision of the notes. As a result of the acquisition, upon conversion, noteholders will receive cash based on the $8 per share acquisition price.

If all holders elect to convert their notes during this period, it will result in a cash payout of approximately $180 million in the third quarter. However, at this time, we do not know how many old holders will elect to convert their notes. As mentioned, we’ll take questions on our Q2 results at the end of this call.

Now I will turn it over to our President and CEO, Hock Tan.

Hock Tan

Thank you, Tony. Good morning, everyone. First, I would like to mention that with me on this call today, our special guests from Broadcom, Dr. Henry Samueli, Co-Founder, Chairman and CTO; Scott McGregor, President and CEO; and Eric Brandt, CFO. I’m also privileged to have Avago’s Chairman, Jim Diller with us today.

Now this is an important day in the evolution of both Avago and Broadcom. The combination of our companies creates a global diversified leader in communications semiconductors with a combined enterprise value of approximately $77 billion. This transaction adds a significant number of category-leading franchises to the Avago platform. As you know, Avago has established a strong track record of successfully integrating company onto our platform. We currently estimate annual run rate synergies of at least $750 million to be achieved within 18 months after the close of the transaction.

And over the medium to longer term, we intend to bring the combined company to a level of profitability, operating profitability [indiscernible] (11:51) consistent with Avago’s long-term target financial models. This transaction will immediately be accretive to non-GAAP earnings per share and cash flow, which we believe significantly enhances long-term shareholder value for both Avago and Broadcom shareholders.

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Avago Technologies Ltd. (AVGO)		Raw Transcript
Acquisition of Broadcom Corp by Avago Technologies Ltd Call		28-May-2015

Turning to the next slide, slide 4, the combined company will have annual revenues of approximately $15 million, which makes it, in our view, the third largest semiconductor company in the world in terms of revenue.

Moving on to slide 5, this combination creates a diversified communications semiconductor company to the balance mix of revenue across wired and wireless end markets. Additionally, Broadcom’s broadband business provides new end markets within our wired segment. It is important to note Avago maintains a strong position within its enterprise storage and industrial segments, and we will continue to strongly invest in these businesses.

Turning on to slide 6, in the past, we have communicated the importance of delivering proprietary and differentiated technology to drive leadership positions in the markets in which we compete. As you already know and see in this slide, Avago has a proven roster of leading franchises across diverse set of technologies, RF, fiber to ASIC technology, which have contributed a strong financial performance and highly profitable business model. As you further see on that slide with Broadcom, we will add several new category-leading franchises where we do not overlap today, enabling us to continue building the leading communication platform in the semiconductor industry.

Broadcom’s heritage is rooted in delivering broadband and video service to the world, and as such, the company is a category leader in silicon solutions for broadband access and set-top boxes. Within the datacenter and networking infrastructure, Broadcom’s leadership in Ethernet and PHY is a testament to its significant investment in proprietary silicon and software products. Lastly, to capture the opportunity afforded by the proliferation of wireless and connected devices, Broadcom has established a leading position in integrated and discrete connectivity products.

On slide 7, you can see that the combined business will be levered to numerous secular growth trends in the wired infrastructure and wireless communications market. The proliferation of LTE, 4G otherwise known, and other wireless devices around the globe is driving an increase in the amount of semiconductor content per device, an explosion in the amount of data traffic running through public and private datacenters.

We believe we are in the beginning stages of enhanced networking within the home as people use their wireless devices to connect to various entertainment, security and comfort functions that are all driven by pervasive broadband access. The acquisition of Broadcom will allow us to leverage this secular growth trend more deeply across all of our business segments to drive our financial performance.

With that, I will now turn this call over to Broadcom President and CEO, Scott McGregor, for his remarks.

Scott A. McGregor

Thank you, Hock. This is a landmark day in the history of the industry, and we at Broadcom are very much excited to be part of it. It’s been an amazing journey in the 10 years since I’ve been CEO of Broadcom. We’ve successfully expanded our leading franchises for the Wired and Wireless end markets.

We’ve successfully expanded our footprint and franchise in a range of markets, including set-top boxes, broadband access platforms, connectivity for portable devices, and switching for the enterprise data center and service provider, all as we strive to realize our mission of connecting everything.

The company generated just over $2.5 billion in revenue in my first year as CEO, and we grew that to over $8 billion in 2015. We’ve worked hard to establish a reputation for financial discipline, profitable growth, and returning capital to shareholders. I’m proud of the Broadcom team for these accomplishments and thank them for all their hard work and tireless dedication.

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Avago Technologies Ltd. (AVGO)		Raw Transcript
Acquisition of Broadcom Corp by Avago Technologies Ltd Call		28-May-2015

The journey is not over though. Today’s news is exciting because it better prepares the combined company for the next step in that journey. As we’ve discussed at previous Broadcom Analyst Day events and Investor events, the industry is changing and we believe that to deliver success for both our customers and shareholders, significant size and scale are becoming increasingly important. The combination of Broadcom and Avago makes us better prepared for that next step. We believe the transaction benefits all of Broadcom’s key stakeholders. Our customers will gain access to greater breadth of technology. Our employees will benefit from opportunities as part of the third largest semiconductor company in the world.

For our stockholders, the transaction provides both compelling upfront value as well as the opportunity to participate in the future rep side of the combined business. We are very proud that the entity that emerges from the combination of Broadcom and Avago will carry the Broadcom name. The new Broadcom will build on the strengths of both companies to emerge as a leader in both the communication markets as well as the broader semiconductor industry.

With that, I’ll turn the call back to Tony.

Anthony E. Maslowski

Thanks, Scott. On slide 8, we highlight what the combined businesses will look like from a financial perspective. As you have seen, Avago has a proven operating model with industry-leading margins and a history of successfully integrating companies onto our platform.

Using last 12 months data, the combined company will have over $15 billion of revenue and approximately $5 billion of combined EBITDA before any synergies. We expect to achieve $750 million of annual run rate cost synergies within 18 months from the close of the transaction.

As Hock previously mentioned, we intend to bring the combined company over time to a level of profitability consistent with Avago’s long-term target model. Under the terms of the definitive agreement, Avago will acquire Broadcom for $17 billion in cash consideration and the economic equivalent of approximately $140 million Avago ordinary shares valued at $20 billion as of May 27, 2015, resulting in Broadcom shareholders owning approximately 32% of the combined company.

Based on Avago’s closing share price as of yesterday, the implied value of the merger consideration for Broadcom is $37 billion. For each share of Broadcom, shareholders will have the ability to elect $54.50 in cash or 0.4378 ordinary share in a newly formed Singapore holding company, HoldCo or a restricted equity security that is the economic equivalent of 0.4378 ordinary share of HoldCo that will not be transferrable or exchangeable for HoldCo ordinary share for a period of one to two years from the closing of the transaction or a combination thereof.

The shareholder election will be subject to a proration mechanism based on the total merger consideration of $17 billion of cash, and approximately 140 million shares and share equivalent, which is anticipated result in the payment in the aggregate in the range of 50% cash, and 50% equity for the transaction. Upon closing of the transaction, Avago shareholders will exchange their ordinary shares for HoldCo ordinary share on a 1:1 basis.

We’ll be financing the transaction consideration with the combination of newly issued equity, $8 billion in cash from the balance sheet of the two companies, and $9 billion in fully committed debt financing. Closing of the transaction is expected by the end of the first calendar quarter of 2016, and is subject to regulatory approval in various jurisdictions, as well as approval of Avago and Broadcom shareholders.

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Avago Technologies Ltd. (AVGO)		Raw Transcript
Acquisition of Broadcom Corp by Avago Technologies Ltd Call		28-May-2015

Moving to the final slide, we provide some additional detail on the transaction financing. Avago has secured $15.5 billion in committed financing for the transaction, $6.5 billion of which will be used to refinance existing Avago and Broadcom debt facilities. Current debt to last 12 months EBITDA today stands at 1.8 times, which is down significantly from the 3.8 times at the time we announced the LSI transaction.

Pro forma for the transaction and inclusive of the $750 million of expected synergies, debt-to-LTM EBITDA will be 2.7 times. The committed financing is in the form of fully pre-payable bank facilities with limited financial covenants. We’ll provide more details on financing towards the close of the transactions. I will now turn over the call for questions. Operator, can you please open the line?

Hock Tan

Okay. Audience, in posing your questions, I would suggest if you choose to direct a question specifically to one of the [inaudible] (22:43) in the call please, you are welcome to do so. Otherwise, you could direct it to me and I could redirect it appropriately. Please go ahead.

QUESTION AND ANSWER SECTION

Operator: Thank you. [Operator Instructions] And standby for your first question which come from the line of Vivek Arya from Bank of America. Please go ahead.

Vivek Arya Q

Thank you for taking my question and congratulations on this announcement. Hock, just two quick questions for you. Do you see any areas of potential divestiture in the combination, anything that might be needed either from a regulatory perspective or to meet your profit goals? And part B is, what is driving the $750 million in cost synergies? If you could give us some color whether it’s from a cost perspective or OpEx perspective? And I have a small follow-up.

A

Okay. Let’s take the first question, first. The two are obviously somewhat interrelated. But let’s handle the first one, first. First, of which you had a couple of points. The first point is there is very little, if any overlap of the products of the two companies. That is a very interesting [ph] fact (24:21). They’re both fairly substantial companies in the semiconductor space but the overlap is zero, minimum at best, but zero.

And even though we may have common customers, common strategic customers on our side, so that’s very good in terms of consideration on divestments from any regulatory requirements. We don’t believe there is any overlap.

In terms of the second part, which is for financial considerations, it is very premature at this point for me to be able to comment on it simply because we are not as familiar as we should be with Broadcom’s various businesses.

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Avago Technologies Ltd. (AVGO)		Raw Transcript
Acquisition of Broadcom Corp by Avago Technologies Ltd Call		28-May-2015

We are very well aware of the strong franchises, the sustainable franchises, I would say that exist out there. We’ll apply the same criteria we have applied in the past when we look at the portfolio. But that’s not something we will do immediately.

And so at this point, I really don’t have an answer for you except to say we’ll probably – we’ll apply the same methodology we have used before very successfully to hold very sustainable, successful franchises on a common platform.

On the second part of synergy, on the second part on synergies, [indiscernible] (25:56) – the straight, simple is this. If the synergies’ run rate, annual run rate we’re talking about of at least $715 million a year, first of all, it does not include any anticipated portfolio restructuring. These are purely synergies arising from overlapping support functions be they sales, SG&A, the usual function of G&A, and probably some common engineering functions that both companies have in order to support the various product lines.

So this is a straight off purely support functions. We have not factored in as yet any portfolio benefits from portfolio restructuring.

Okay, Tony, you want to add anything to it?

Anthony Maslowski A

No, again, similar to the game plan with LSI, this is purely in the area of synergies as Hock mentioned. It’s not contemplating any type of portfolio restructuring. So it’s really in that first bucket. And again, similar to the outside transaction, we’re talking about 18 months to get there. So some of it will come fairly quickly. And some of it will come near the end of those 18 months as we integrate the two companies.

Vivek Arya Q

All right. Very helpful. And may I have a follow-up, if I may, to Henry or Scott. Congratulations also on this transaction. And I’m just wondering if this was a competitive bidding process. Were there other discussions? Are there any kind of restrictions? If you could give us some background, some color behind this transaction? Thank you.

Scott McGregor A

Vivek, we’ll be able to share more about that when we put our proxy out, which will come out as fast as we can here in the next months. But you’ll be able to read all the details of the transaction in the Proxy.

Vivek Arya Q

Thank you.

Hock Tan A

Next question, please.

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Avago Technologies Ltd. (AVGO)		Raw Transcript
Acquisition of Broadcom Corp by Avago Technologies Ltd Call		28-May-2015

Operator: The next question comes from the line of Ross Seymore from Deutsche Bank. Please go ahead.

Ross Seymore Q

Hi, guys, and echoing the congratulations on the big deal. I guess, on the cost side of the equation, Hock or Tony, the – getting to the 30% gross margin you put in the slide back there, the $750 million gets you there. From the 30% to the 40% long-term target, I know you’re not going to give us any specific details. But conceptually, can you talk whether you can say it’s more cost-driven, revenue-driven, any sort of general framework would be helpful.

A

Well, again, as I mentioned earlier, Ross, Phase 1 is really around the pure synergies and we might outperform those synergies as one category you can count on. Then, we get into some level of potential portfolio restructuring. And then, obviously, like I said, as you know, with the LSI transaction, our long-term goal is the same, get it to the Avago model.

Ross Seymore Q

Great. And just as my follow-up on it, both for Hock or Scott or Henry, you guys haven’t mentioned anything about revenue synergies. That’s typical at this point in the deal. But can you just talk about where you think the two companies could be complementary from a revenue perspective?

Scott A. McGregor A

I think it’s early days and hard to really get a good assessment of that, Ross, at this point. But one of the things we did observe when we were going through talking about our businesses with each other is how often we appear in the same kinds of boxes and same kinds of devices. We might do an SoC on one device and Avago is in the connectors or in the phones there in the FBAR filters right next to many of our components. And so I think the opportunity here is to look for those kind of synergies and also to bring a lot more value to our customers and providing a more complete solution.

Hock Tan A

And to add to that, Scott, is 100% correct. We believe with this broader portfolio of products under one umbrella and common customer base which we see very, very clear across, we believe we can add a lot more value to be more relevant to those key strategic OEM customers.

Ross Seymore Q

Great. Thank you.

Operator: And your next question comes from the line of John Pitzer from Credit Suisse. Please go ahead.

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Avago Technologies Ltd. (AVGO)		Raw Transcript
Acquisition of Broadcom Corp by Avago Technologies Ltd Call		28-May-2015

John Pitzer Q

Yeah. Good morning, guys. Let me echo my congratulations with everyone else. I’m going to keep my questions I think on the Avago’s core business.

Hock Tan A

Could you give me a second, please. Operator, I think could you speak up. Operator, for some reason, the line is kind of hard to hear.

Operator: I have increased the volume on John’s line.

Hock Tan A

Okay. Thank you.

John Pitzer Q

Hock, is this any better?

Hock Tan A

Much better.

John Pitzer Q

Okay. Perfect. My congratulations along with everyone else. Hock, just I’ll keep my questions more to the wireless business at Avago. Just on the FBAR, you mentioned that the fiscal third quarter is going to see a ramp at a large OEM customer for their new product. Wondering if you could help us understand how you think FBAR content will trend with that new product. And I guess more importantly, I’d love to get an update of FBAR penetration into the China LTE market and kind of how the capacity plans for going for FBAR for the remainder of this calendar year? Thank you.

Hock Tan A

Three questions. We’ll try to take it one by one. On the first question, you should know I mean, in general, the general trend in high-end smartphones is that the number of bands those smartphones, those high-end smartphones as generation progress continue to support, continue to increase very, very linearly is our view. So from one generation to the next, we think significant increase in our content. And by the way, in many of those, we are selling not just discrete FBAR, I was excited to say we are selling RF front end modules which includes – integrated in the module not just multiple filters, FBAR filters to cover multiple bands, but also power amplify to fit. So it is sales definitely to continue increase in content, dollar content.

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Avago Technologies Ltd. (AVGO)		Raw Transcript
Acquisition of Broadcom Corp by Avago Technologies Ltd Call		28-May-2015

On the second question related to FBAR in China, yes, there is continuing increase in demand for FBAR for use on China LTE bands as penetration of those phones increase. We continue to be somewhat limited in our ability, obviously, to directly support this market except in direct manner through large OEM – large global OEMs and our limitation obviously, relates to the quarter question you have which is our capacity.
Our capacity increase in our FBAR set continues to expand, expand and continue to expand according to plan, which is what is enabling us to significantly, as Tony indicate increase our revenue in our wireless business sequentially this quarter from last quarter and will likely continue to increase our revenue in wireless next quarter compared to this quarter. Q
That’s all for me. Thank you very much.
Operator: And your next question comes from the line of Craig Hettenbach from Morgan Stanley. Please go ahead.
Craig Hettenbach	Q
Yes. Thank you so much. Hock, it looks like a very exciting opportunity with the networking particularly within the datacenter where both Avago and Broadcom has strong franchises. So, can you comment a little bit in terms of the combined portfolios, and what type of leverage you can see as you look to attack the datacenter?
Hock Tan	A
At this point, I mean, we are still operating vertically as distinct separate companies. We each – in the case of Avago, we offer solutions on enterprise storage, and in the case of Broadcom, they are offering switches, Ethernet switches and Ethernet controllers, and I’ll let Scott expand more on that. And the both are all very distinct products to these same customers. As I say, we like to believe there is some synergies in terms of our broader range of products supporting the same customer in a much more value added way.
But I just think it’s kind of early for us to predict how we’re going to manage this in any fashion.
Craig Hettenbach	Q
Okay. And any comments from Scott on the Broadcom side?
Scott A. McGregor	A
No. I agree with Hock. I mean, I think, we have a number of complementary products and there’ll be opportunities to provide just both a broader footprint within many of those customers and offer more value to them.

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Avago Technologies Ltd. (AVGO)		Raw Transcript
Acquisition of Broadcom Corp by Avago Technologies Ltd Call		28-May-2015

Craig Hettenbach Q

Okay. And if I can move to that core business, Tony, like you mentioned, not a big surprise at this point, the weakness in [ph] ACDs (35:49) but it sounds like that business improves into the July quarter. Can you talk about storage, the split between kind of servers and what you’re seeing maybe on the PC front?

Anthony E. Maslowski A

Well, again, I think, what we see is the HDD, some seasonal recovery in the back half. And remember, we’re more focused on desktop and enterprise.

Hock Tan A

Let me expand slightly on that. Thank you, Tony. And Tony is 100% correct. We saw, as you reported in Q2 and last quarter, a decline in our businesses in both [indiscernible] (36:29) channel as well as [indiscernible] (36:31) into the hard drive in the space and it’s – and unavoidably.

However, the positive side is our concentration, I would say, our focus in the HDD, hard disk drive industry, are largely in the nearline space, which are largely in data centers, some in the enterprise, high-end enterprise rise, and almost non-existent in notebooks and mobile 2.5-inch drives.

So while we are affected, obviously, from some of the high-end enterprise and some from desktops, nearline continues to be holding up very well and this is where we have a very strong market position. And we are not very much – we are not affected by the softness that exists in notebooks.

So overall, while our business decline in Q2 in hard disk drives, as we reported a decline is probably less than you would expect reading have this triumph in the street trend. We are also seeing stabilization of demand from our key customers on our components into the hard disk drive market, and we also see – keep in mind our current quarter, Q3, extends to the end of July as opposed to a calendar quarter. So we are seeing definitely a level of stabilization as Tony indicated in his remarks, likely uptick by the end of this quarter in demand on hard disk drive.

And part of it is because they’re very much in data centers [ph] near line (38:32) demand and that business continues to be pretty strong.

Craig Hettenbach Q

Appreciate all the color. Thanks, Hock.

Operator: And your next question comes from the line of Harlan Sur from JPMorgan. Please go ahead.

Harlan Sur Q

Thank you and congratulations to both teams. This question is for – first question is for Henry. Broadcom had a very strong model of centralized engineering to kind of maximizes developed IP across the BUs and the product lines. As you look at the Avago capabilities and the R&D model, can you just kind of compare and contrast the development styles?

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Avago Technologies Ltd. (AVGO)		Raw Transcript
Acquisition of Broadcom Corp by Avago Technologies Ltd Call		28-May-2015

Henry Samueli A

Sure. Broadcom does leverage a lot of centralized IP development across our different product lines especially given the fact that we are so SoC or system-on-a-chip focused. And I think we will be able to incorporate some of that activities in the Avago model because there’s some SoC activities there as well. For the non-SoC-type businesses, obviously, they’re very different and can operate fairly independently. So, I think it’s going to take some combination, and it’ll just take a very close look after the deal close.

We’ll sit down and see where we can leverage, centralize and where we can’t, and we’ll just make intelligent decisions on partitioning engineering to be the most efficient possible to maximize the profitability of the company. So, it’s still premature but I think it’ll probably be some blended approach as we go forward.

Harlan Sur Q

Great. Thanks for that. And then can the team help us understand how we should think about the tax rate of the combined entity on a go-forward basis?

A

Yeah, sure. So obviously, we have our tax rate at Avago ticked up slightly during the [ph] LSI thing (40:29), so we’re traditionally at this kind of 3%. And we’re now currently at 6% on a non-GAAP basis. Broadcom has a very good tax rate in low-single digits as well. The combined rate will be somewhere between the two but obviously, we have to take our time because it’s a pretty complicated structure going forward. So, I would say it’s going to be no worse than the Avago trending down to a number between the two over time.

Harlan Sur Q

Great. Thanks, Tony. Thank you very much.

Operator: And your next question comes from the line of Steve Smigie from Raymond James. Please go ahead.

J. Steven Smigie Q

Great. Thanks a lot, and I’ll add my congratulations as well. I’m just curious as we look at combining some of these products on the Wireless side. I guess as I look at typical, say, Broadcom Wi-Fi solution that requires I think or the connectivity solutions require some sort of power amplification. Would it be the case now that when Broadcom or the [indiscernible] (41:39) provides a reference design that would now open that includes the Ava go power amplifier or other RF components or would that still be open to other RF players?

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Avago Technologies Ltd. (AVGO)		Raw Transcript
Acquisition of Broadcom Corp by Avago Technologies Ltd Call		28-May-2015

A

Well, certainly, there’s an opportunity to provide some value. Many of the, for example, wireless LAN chips we do today already integrate power amplifiers but there are many opportunities for filters and other parts. And so, I think one of the great opportunities, putting these two companies together is now that we offer so many more technologies we can create better integrated solutions and create a much more complete platform. So I think that’s a real added value going forward.

J. Steven Smigie Q

Okay. Great. Thank you. And then, Hock, just a follow-up question on the Wireless business, is there anything that Broadcom brings to the table that can allow you to create more sophisticated SoCs going forward or front-end modules?

Hock Tan A

On the RF front, [indiscernible] (42:44) to really get into it. As you probably know, our strength, and that by itself offers an opportunity obviously that we don’t know – because we have been – Avago has been focused in the RF front while run very much on cellular bands related to the RF side especially filters and power amplifiers. That’s obviously a lot of silicon SoC requirements that Avago has never been able to – or have never focused on levering on or taking advantage of. And obviously, with this combination, our managers we will be much more sensitive to such opportunities and it could offer that, but at this point, might be a bit premature to speculate.

J. Steven Smigie Q

Okay. Great. Thanks and congratulations again.

A

Thank you.

Operator: And your next question comes from the line of Stephen Chin from UBS. Please go ahead.

Stephen Chin Q

Hi. Thanks for taking my questions, and congratulations on the deal as well. My first question is regarding the use of the combined cash of the company. Has it driven the Singapore holding company for the final entity? Just wondering how the usage of Broadcom to offshore cash will be handled? Will it be immediately available for use in this deal? Is that part of the cash that was mentioned in the communications side as well?

Anthony E. Maslowski A

Yes. So we intend to repatriate some of their cash, and there’ll be a small pass burden connected with that. And then long term, we’ll be able to use the cash produced by Broadcom onshore as well as the Singapore cash will remain the ability to move it anywhere around the world. There will be a portion that will continue to build up offshore in the long-term model.

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Avago Technologies Ltd. (AVGO)		Raw Transcript
Acquisition of Broadcom Corp by Avago Technologies Ltd Call		28-May-2015

Stephen Chin Q

Got it. Thanks, Tony. Then as a follow-up, question on the custom SSD controller business. I was wondering if some of the growth that you’re seeing there now, is that on the enterprise SKU market store and is there any client surging or potentially as well? Thank you.

A

On that question, and to clarify, I assume you’re referring to customized controllers for SSDs. We are largely [indiscernible] (45:16) in enterprise. And the growth we are seeing a lot is in demand for SSDs in data centers, especially on the nearline side. So, we are seeing a strong demand. As I mentioned earlier, when it comes to hard disk drives, there’s a lot of demand for storage in data centers, especially from cloud guys and for SSDs. And we are seeing a strong ramp in those sectors for our products?

Q

Okay. Thank you, Hock.

Operator: And your next question is from the line of Vijay Rakesh from Mizuho. Please go ahead.

Vijay Rakesh Q

Hi, guys. Congratulations, Hock. Just a couple of questions, wondering what the combined company will look like in between in terms of mix between the different segments, the Wireless Infrastructure and Storage? And also, if there is any customer concentration between the segments?

Hock Tan A

Well, in slide number – I forgot. I think, 5, we have attempted to put the combination in terms of revenue by end market. And without having the number, specific numbers, eyeballing it, I would say, between while Infrastructure would be the largest segment and that might probably be about less than 40%, 35%, 40%, Wireless would be about 30% and between Enterprise Storage and, excuse me, Industrial, it will be another roughly 30%.

So in rational numbers, we would have Wired, Wireless as the biggest components with enterprise storage still a significant component.

Vijay Rakesh Q

Got it. Any customer concentration there are there [indiscernible] (47:22) breakup fee?

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Avago Technologies Ltd. (AVGO)		Raw Transcript
Acquisition of Broadcom Corp by Avago Technologies Ltd Call		28-May-2015

Hock Tan A

Well, it’s an interesting question, yes, in customer concentration because – I’d be direct about it. In Avago, as you know, our business model turns on the fact that we developed proprietary very differentiated solutions for winners in various respective markets especially niche markets where we can offer very strong solutions which our targeted customer can use to expand, to grow their market position.

Maybe not surprisingly, and because of that we get customer concentration on Avago side. Not surprisingly, Broadcom follows a similar strategy. And so combine the two companies, yes, I will continue to see the kind of customer concentration that exist in these two separate companies. And there will be customer concentration.

Vijay Rakesh Q

Great. Thanks for that, Hock. Any thoughts on any breakup fee, here? Thanks.

Hock Tan A

We like to think there never will be.

Vijay Rakesh Q

Thanks a lot. Congratulations.

Hock Tan A

Thank you.

Operator: And your next question is from the line of Romit Shah from Nomura Securities. Please go ahead.

Romit Shah Q

Yes. Thank you. The long-term margin target that you set out for Broadcom, does that exclude stock option expense for both companies, Tony, as you probably know Broadcom includes [ph] ESO (49:07) and their non-GAAP EPS whereas I think you, guys, exclude it.

A

Yeah. So this is excluded.

Romit Shah Q

Okay. And then I have to ask, Hock, are you worried about someone coming in and outbidding your offer?

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Avago Technologies Ltd. (AVGO)		Raw Transcript
Acquisition of Broadcom Corp by Avago Technologies Ltd Call		28-May-2015

Hock Tan A

Well, it’s good to be paranoid. And to be honest, I don’t know the answer to that. We do the best – we put the best – our best foot forward. There’s a lot of synergies, there’s a lot of common cultures sinking between the two companies and I like to believe that the company and that with our – the structure of this transaction which is both cash, but also shares of the final combined entity, that it won’t be hard priced for anyone to try to match it on a equivalent basis. Let’s put it that way. So, yeah, we feel a little paranoid, but at the end of the day, we think we put a pretty strong deal forward to what I believe is a very great company.

Romit Shah Q

Okay. Thank you. Congratulations.

Hock Tan A

Thank you.

Operator: And your next question comes from the line of Srini Pajjuri from CLSA Securities. Please go ahead.

Srini Pajjuri Q

Thank you and let me add my congratulations to both teams here. Tony, on the balance sheet, you’re raising about, I guess, the gross debt is going to be about $15.5 billion. Just wondering in terms of the debt capacity, how do you feel about it and if going forward, if there are further opportunities that come along in terms of M&A, how should we think about it? And then the combined entity is probably going to generate anywhere from $6 billion to $7 billion in free cash flow fairly soon, so if you can talk about fairly soon. So if you can talk about the priorities for the use of the cash?

A

Okay. So first things first and you won’t believe me. But we always have some capacity and we’ll take some time to digest this deal. The debt we’re putting on is smaller than what we did on the LSI thing. So there is still some capacity there. This is a big deal to digest going forward so we’ll be opportunistic at best in the next couple of years.

The other side of it is use of cash. It’s still the traditional Avago use of cash in that first off, it’s for internal use for our CapEx needs. Secondly, it would be some type of debt paydown to a level that is sub 2 – 1 to 2 EBITDA to debt ratio type thing. And then finally, the last one is the dividend. And in the long distance, any type of share repurchase. So that priority is the same.

Romit Shah Q

Okay. Great. And then, maybe one for Hock. Hock, I mean, looking at your long-term model, I think the margin profile looks pretty solid. But top line, 5% is not bad but given how much you guys are growing and given, I guess, if you exiled baseband business from Broadcom, I think, they are probably growing north of 5%. Just curious as to why only 5%, why not a bit more? Thank you.

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Avago Technologies Ltd. (AVGO)		Raw Transcript
Acquisition of Broadcom Corp by Avago Technologies Ltd Call		28-May-2015

Hock Tan A

Let me clarify something. Broadcom doesn’t have baseband any longer, if I hear you right. So please take that out. But that aside, no, you’re right, our key focus on our business model long-term, and to put it is, very sustainable growth. So it’s various multiple sustainable franchises in very strong niche markets that we like and our key word is sustainability.

And I know, over the last couple of years, you have seen us obviously exceed those numbers we are putting. But that’s short-term – that’s very – my view that it’s still short term. For long-term model, we like to believe that we still continue to grow but I don’t think I want to put in a very – what has been a period of very strong growth over the last two years as representative of what we could sustain for the next five years. For us, we put 5% is probably conservative, but it’s certainly something we believe is very achievable and very consistent. We have a concept that we are a multiple sustainable franchisers that keeps grinding on nicely for us even five years from now.

Q

Great. Thank you.

Operator: And now, our last question from Ian Ing from MKM Partners. Please go ahead.

Ian Ing Q

Yes. Congratulations on creating a tremendous entity here. The long-term target 60% gross margins, I mean, Broadcom running below that. Do you expect to get there through product mix like FR or can you get some procurement scale and things like sourcing of wafers?

Hock Tan A

To be honest, all of the foregoing. We don’t lose any opportunity. We turnover every route, but you’re right 100%. We believe that by a broader portfolio of products, greater value added to our core group of customers that we will be able to offer higher value products and repeat higher margin, obviously.

We also, as you correct say, we have a – on a more unique business, our FR set continues to expand. And we’re going to by the beginning of next year as you know, 8-inch from 6-inch, and that has – it’s not just about just supplying more wafers and more revenues. It’s also about reducing our wafer cost by at least 30%. So that’s cost reduction. Then finally, as you also indicated, combining two supply chain organizations under one umbrella would also create synergies and help obviously reduce our cost of goods sold and otherwise, improve gross margin on a marginal basis. So all the following, we believe will get us sustainably above 60% gross margin long-term.

Ian Ing Q

Okay. And then my follow-up is – go ahead.

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Avago Technologies Ltd. (AVGO)		Raw Transcript
Acquisition of Broadcom Corp by Avago Technologies Ltd Call		28-May-2015

A

Go ahead.

Ian Ing Q

Yeah. My follow-up is on the – on your taxes, I mean, obviously, domiciled in Singapore, you’ve got tax holidays and tax breaks. I believe those are more of a fixed nature. So if anything, we should expect tax rate to increase or are there some ways to increase the Singapore tax holidays?

A

So again, the two entities, Avago will continue down its tax rate. And obviously, as the LSI acquisition gets further along, it will actually decline over time. And I think the Broadcom tax structure is very safe and very sustainable as well. You’ll get to a melded number there at the end of the day.

Hock Tan A

Okay. And before we all hang up, I’d just like to take the opportunity, since Henry Samueli is here, to ask Henry to say a few things about his perspective on this combination and the opportunities that will likely arise from it.

Henry Samueli A

Well, thank you, Hock. I am very excited about this transaction. I mean, we’ve taken two great companies and created an even greater company. The third largest semiconductor company in the world with an amazing breadth and depth of portfolio of products very complementary, almost no overlap, it’s going to be a remarkable future for us once this deal closes. And I am really honored and privileged to be able to serve as the Chief Technology Officer of the combined company, and look forward to working with all the employees both on the Broadcom side and on the Avago side to drive this company to even greater heights in the future. So thanks everybody and look forward to the future.

Hock Tan

Equally, I’m very excited especially by the fact that Henry is like a blithe in it to come over as Chief Technology Officer, because as you guys know, Avago and Broadcom has shared common culture in this respect. We compete first and foremost on innovative and technology-based solutions. That’s where we have our strength in this marketplace. And it’s great to combine two companies with strong heritage of engineering, execution, and technology innovation into under one umbrella to be frankly, the largest communications, semiconductor platform in the world. Thank you.

Operator: Thank you for your participation in today’s conference. This concludes the presentation. As you now disconnect, have a very good day.

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Avago Technologies Ltd. (AVGO)		Raw Transcript
Acquisition of Broadcom Corp by Avago Technologies Ltd Call		28-May-2015

Disclaimer

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Forward Looking Statements

All statements included or incorporated by reference in this document, other than statements or characterizations of historical fact, are forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Broadcom’s current expectations, estimates and projections about its business and industry, management’s beliefs, and certain assumptions made by Broadcom and Avago, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words. Examples of such forward-looking statements include, but are not limited to, references to the anticipated benefits of the proposed transaction and the expected date of closing of the transaction. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially and adversely from those expressed in any forward-looking statement.

Important risk factors that may cause such a difference in connection with the proposed transaction include, but are not limited to, the following factors: (1) the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approvals from the shareholders of Avago or Broadcom for the transaction are not obtained; (2) litigation relating to the transaction; (3) uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction; (4) risks that the proposed transaction disrupts the current plans and operations of Avago or Broadcom; (5) the ability of Avago and Broadcom to retain and hire key personnel; (6) competitive responses to the proposed transaction; (7) unexpected costs, charges or expenses resulting from the transaction; (8) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; (9) the combined companies’ ability to achieve the growth prospects and synergies expected from the transaction, as well as delays, challenges and expenses associated with integrating the combined companies’ existing businesses and the indebtedness planned to be incurred in connection with the transaction; and (10) legislative, regulatory and economic developments. These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the joint proxy statement/prospectus that will be included in the Registration Statement on Form S-4 that will be filed with the SEC in connection with the proposed transaction. The forward-looking statements in this document speak only as of this date. Neither Broadcom nor Avago undertake any obligation to revise or update publicly any forward-looking statement to reflect future events or circumstances.

In addition, actual results are subject to other risks and uncertainties that relate more broadly to Broadcom Corporation’s overall business, including those more fully described in Broadcom Corporation’s filings with the Securities and Exchange Commission (“SEC”) including its annual report on Form 10-K for the fiscal year ended December 31, 2014, and its quarterly reports filed on Form 10-Q for the current fiscal year, and Avago’s overall business and financial condition, including those more fully described in Avago’s filings with the SEC including its annual report on Form 10-K for the fiscal year ended November 2, 2014, and its

quarterly reports filed on Form 10-Q for its current fiscal year. The forward-looking statements in this document speak only as of date of this document. We undertake no obligation to revise or update publicly any forward-looking statement, except as required by law.

Additional Information And Where To Find It

This document does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The proposed transaction will be submitted to the shareholders of each of Broadcom and Avago for their consideration. Avago will file with the SEC a Registration Statement on Form S-4 that will include a joint proxy statement/prospectus of Broadcom and Avago. Each of Broadcom and Avago will provide the joint proxy statement/prospectus to their respective shareholders. Broadcom and Avago also plan to file other documents with the SEC regarding the proposed transaction. This document is not a substitute for any prospectus, proxy statement or any other document which Broadcom or Avago may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF BROADCOM AND AVAGO ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov). In addition, investors and shareholders will be able to obtain free copies of the joint proxy statement/prospectus and other documents filed with the SEC by the parties on Broadcom’s Investor Relations website (www.broadcom.com/investors) (for documents filed with the SEC by Broadcom) or Avago Investor Relations at (408) 435-7400 or investor.relations@avagotech.com (for documents filed with the SEC by Avago, Holdco or New LP).

Participants in the Solicitation

Broadcom, Avago, and certain of their respective directors, executive officers and other members of management and employees, under SEC rules may be deemed to be participants in the solicitation of proxies from Broadcom and Avago shareholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Broadcom and Avago shareholders in connection with the proposed transaction will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find more detailed information about Broadcom’s executive officers and directors in its definitive proxy statement filed with the SEC on March 27, 2015. You can find more detailed information about Avago’s executive officers and directors in its definitive proxy statement filed with the SEC on February 20, 2015. Additional information about Broadcom’s executive officers and directors and Avago’s executive officers and directors can be found in the above-referenced Registration Statement on Form S-4 when it becomes available.

EX-99.7

Exhibit 99.7

Filed pursuant to Rule 425 under the

Securities Act of 1933, as amended, and

deemed filed under Rule 14a-12 under the

Securities Exchange Act of 1934, as amended

Filer: Broadcom Corporation

Commission File No.: 000-23993

Subject Company: Broadcom Corporation

Broadcom Sample Customer and Partner Letter – Version 2

May 28, 2015

To Our Valued Customers and Partners:

We are pleased to inform you that Broadcom, a global innovation leader in semiconductor solutions for wired and wireless communications, today announced it has entered into an agreement to be acquired by Avago, a leading supplier of analog interface components for wireless, wireline, storage and industrial applications. The combined company, called Broadcom Ltd., will be the industry’s third largest semiconductor company.

Broadcom and Avago share a common commitment to drive innovation to address evolving customer needs across data center, enterprise, smartphone and home networking markets. This transaction brings together two strong companies with complementary business and products. The new company will be able to accelerate time-to-market for leading process nodes and increase engineering capacity in a range of important markets.

It is our intention to continue to “engineer the impossible” and provide best-in-class products. We firmly believe our customers and partners will appreciate the many benefits of combining our engineering talent and IP portfolios.

We expect the transaction to close in the first half of 2016, subject to customary closing conditions. Until then, it is business as usual, with Broadcom’s sales team committed to providing you innovative products and exemplary service.

Please contact me or any member of our direct sales force with any questions.

Sincerely,

[Name / Broadcom]

Forward Looking Statements

All statements included or incorporated by reference in this document, other than statements or characterizations of historical fact, are forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Broadcom’s current expectations, estimates and projections about its business and industry, management’s beliefs, and certain assumptions made by Broadcom and Avago, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words. Examples of such forward-looking statements include, but are not limited to, references to the anticipated benefits of the proposed transaction and the expected date of closing of the transaction. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially and adversely from those expressed in any forward-looking statement.

Important risk factors that may cause such a difference in connection with the proposed transaction include, but are not limited to, the following factors: (1) the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approvals from the shareholders of Avago or Broadcom for the transaction are not obtained; (2) litigation relating to the transaction; (3) uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction; (4) risks that the proposed transaction disrupts the current plans and operations of Avago or Broadcom; (5) the ability of Avago and Broadcom to retain and hire key personnel; (6) competitive responses to the proposed transaction; (7) unexpected costs, charges or expenses resulting from the transaction; (8) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; (9) the combined companies’ ability to achieve the growth prospects and synergies expected from the transaction, as well as delays, challenges and expenses associated with integrating the combined companies’ existing businesses and the indebtedness planned to be incurred in connection with the transaction; and (10) legislative, regulatory and economic developments. These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the joint proxy statement/prospectus that will be included in the Registration Statement on Form S-4 that will be filed with the SEC in connection with the proposed transaction. The forward-looking statements in this document speak only as of this date. Neither Broadcom nor Avago undertake any obligation to revise or update publicly any forward-looking statement to reflect future events or circumstances.

In addition, actual results are subject to other risks and uncertainties that relate more broadly to Broadcom Corporation’s overall business, including those more fully described in Broadcom Corporation’s filings with the Securities and Exchange Commission (“SEC”) including its annual report on Form 10-K for the fiscal year ended December 31, 2014, and its quarterly reports filed on Form 10-Q for the current fiscal year, and Avago’s overall business and financial condition, including those more fully described in Avago’s filings with the SEC including its annual report on Form 10-K for the fiscal year

ended November 2, 2014, and its quarterly reports filed on Form 10-Q for its current fiscal year. The forward-looking statements in this document speak only as of date of this document. We undertake no obligation to revise or update publicly any forward-looking statement, except as required by law.

Additional Information And Where To Find It

This document does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The proposed transaction will be submitted to the shareholders of each of Broadcom and Avago for their consideration. Avago will file with the SEC a Registration Statement on Form S-4 that will include a joint proxy statement/prospectus of Broadcom and Avago. Each of Broadcom and Avago will provide the joint proxy statement/prospectus to their respective shareholders. Broadcom and Avago also plan to file other documents with the SEC regarding the proposed transaction. This document is not a substitute for any prospectus, proxy statement or any other document which Broadcom or Avago may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF BROADCOM AND AVAGO ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov). In addition, investors and shareholders will be able to obtain free copies of the joint proxy statement/prospectus and other documents filed with the SEC by the parties on Broadcom’s Investor Relations website (www.broadcom.com/investors) (for documents filed with the SEC by Broadcom) or Avago Investor Relations at (408) 435-7400 or investor.relations@avagotech.com (for documents filed with the SEC by Avago, Holdco or New LP).

Participants in the Solicitation

Broadcom, Avago, and certain of their respective directors, executive officers and other members of management and employees, under SEC rules may be deemed to be participants in the solicitation of proxies from Broadcom and Avago shareholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Broadcom and Avago shareholders in connection with the proposed transaction will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find more detailed information about Broadcom’s executive officers and directors in its definitive proxy statement filed with the SEC on March 27, 2015. You can find more detailed information about Avago’s executive officers and directors in its definitive proxy statement filed with the SEC on February 20, 2015. Additional information about Broadcom’s executive officers and directors and Avago’s executive officers and directors can be found in the above-referenced Registration Statement on Form S-4 when it becomes available.

EX-99.8

Exhibit 99.8

Filed pursuant to Rule 425 under the

Securities Act of 1933, as amended, and

deemed filed under Rule 14a-12 under the

Securities Exchange Act of 1934, as amended

Filer: Broadcom Corporation

Commission File No.: 000-23993

Subject Company: Broadcom Corporation

Your Imagination, Our Innovation

Avago to Acquire Broadcom

Creates World’s Leading Diversified Communications Semiconductor Company

Investor Presentation May 28, 2015

Your Imagination, Our Innovation

Cautions Regarding Forward-Looking Statements

Forward-Looking Statements

Page 1

This communication contains forward-looking statements (including within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as

amended, and Section 27A of the United States Securities Act of 1933, as amended) concerning Avago, Broadcom, Pavonia Limited (“HoldCo”), Safari Cayman

LP (“New LP”), the proposed transactions and other matters.  These statements may discuss goals, intentions and expectations as to future plans, trends, events,

results of operations or financial condition, or otherwise, based on current beliefs of the management of Avago and Broadcom, as well as assumptions made by,

and information currently available to, such management.  Forward-looking statements may be accompanied by words such as “aim,” “anticipate,” “believe,”

“plan,” “could,” “would,” “should,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “will,” “possible,” “potential,” “predict,” “project” or similar

words, phrases or expressions.  These forward-looking statements are subject to various risks and uncertainties, many of which are outside the parties’ control. 

Therefore, you should not place undue reliance on such statements. 

Factors which could cause actual results to differ from those projected or contemplated in any such forward-looking statements include, but are not limited to, the

following factors: (1) the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approvals from the shareholders

of Avago or Broadcom for the transaction are not obtained; (2) litigation relating to the transaction; (3) uncertainties as to the timing of the consummation of the

transaction and the ability of each party to consummate the transaction; (4) risks that the proposed transaction disrupts the current plans and operations of Avago

or Broadcom; (5) the ability of Avago and Broadcom to retain and hire key personnel; (6) competitive responses to the proposed transaction; (7) unexpected costs,

charges or expenses resulting from the transaction; (8) potential adverse reactions or changes to business relationships resulting from the announcement or

completion of the transaction; (9) the combined companies’ ability to achieve the growth prospects and synergies expected from the transaction, as well as delays,

challenges and expenses associated with integrating the combined companies’ existing businesses and the indebtedness planned to be incurred in connection

with the transaction; and (10) legislative, regulatory and economic developments.   The foregoing review of important factors that could cause actual events to

differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere,

including the risk factors included in Broadcom’s and Avago’s most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K, respectively, and

Broadcom’s and Avago’s more recent reports filed with the SEC.  Neither Broadcom nor Avago undertakes any intent or obligation to publicly update or revise any

of these forward looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Your Imagination, Our Innovation

Strategically and Financially Compelling Transaction

Significantly enhances long-term shareholder value for both companies

Creates world’s leading diversified communications semiconductor company

Non-GAAP metrics exclude, where applicable, amortization of intangibles, restructuring charges, stock-based compensation, discontinued operations and

loss on extinguishment of debt. 

Broad portfolio of category-leading franchises

Levered to numerous secular growth trends

$750 million of run rate cost synergies

Immediately accretive to non-GAAP EPS and free cash flow

Page 2

Your Imagination, Our Innovation

Creates a Global Semiconductor Leader

LTM Revenue ($B)

Source: Company filings as of May 27, 2015

Combined enterprise value of $77 billion

Page 3

$55.9

$27.5

$15.1

$13.2

$10.5

$8.5

$7.3

$6.9

$6.6

$6.6

Your Imagination, Our Innovation

World’s Leading Diversified Communications

Semiconductor Company

Avago

(1)

LTM Rev: $6.6B

Wired Infrastructure

Enterprise Storage

Wireless Comm

Industrial & Other

Broadband &

Connectivity

Infrastructure &

Networking

LTM Rev: $8.5B

LTM Rev: $15.1B

Enterprise Storage

Wireless Comm

Wired Infrastructure

Industrial & Other

Broadcom

Combined

(2)

(1) Avago financials are pro forma for a full year of impact from the acquisition of Emulex and PLX

(2) 

Page 4

Infrastructure & Networking and Broadband are included in Wired Infrastructure segment; Connectivity is included in Wireless segment

Your Imagination, Our Innovation

Broad Portfolio of Category-Leading Franchises

Leading

Positions

Key Customers

Page 5

RF

Fiber Optics

ASIC

Optocouplers

HDD

Storage

Connectivity

Wireless

Combo

Set Top Box

Broadband

Ethernet

Switching

PHY

Your Imagination, Our Innovation

Levered to Numerous Secular Growth Trends

LTE  Transition

Datacenter Spending

IP Traffic

Connected Home / IoT

LTE Phone Growth (Units M)

Global IP Traffic (PB per Month)

Hardware Datacenter Spending ($M)

Shipments

of

Connected

Home

Devices

(Units

M)

Source:

Gartner 2014

Source:

Cisco VNI 2014

Source:

Gartner 2014

Source:

Gartner 2014

2020E

Page 6

467

1,316

2014

2019E

$9,397

$15,731

2014

2017E

62,476

131,553

2014

2018E

643

3,789

2014

Highly Profitable Financial Model

($ in B)

(5/03/2015)

(1)

(3/31/2015)

Long-term

model

Revenue

$6.6

$8.5

$15.1

5% CAGR

Gross margin

59%

55%

57%

60%

R&D % of revenue

15%

23%

20%

16%

SG&A % of revenue

6%

7%

7%

4%

Operating Income

$2.5

$2.1

$4.6

Op. Income margin

38%

24%

30%

~40%

EBITDA

$2.7

$2.2

$4.9

EBITDA margin

41%

26%

33%

~43%

+

Sustainable and

growing revenue

Proven operating

model with industry

leading margins

$750M of annual run

rate synergies within

18 months of closing

Strong cash flow

generation & liquidity

Track record of rapid

deleveraging

(1)  Pro forma for LSI, PLX and Emulex transactions

(2) Depreciation estimated as 3% of revenues

Page 7

(2)

Your Imagination, Our Innovation

Note: Financials presented on non-GAAP basis, excluding stock-based compensation, amortization of intangible assets, and other non-recurring expenses

Your Imagination, Our Innovation

Transaction Overview

Per Share

Consideration

Sources of Financing

Expected Closing

Timetable

Approval Process

Approval by Avago and Broadcom shareholders required

Certain regulatory approvals

~140 million shares and share equivalents

~$9 billion of new debt

~$8 billion of estimated combined company’s cash

By the end of the first calendar quarter of 2016, subject to customary closing conditions

Shareholders can elect:

Final elections subject to proration based on total transaction consideration

Transaction

Consideration

$37 billion of total transaction consideration

Broadcom shareholders expected to own 32% of combined company

(1)  Based on Avago closing share price of $141.49 on May 27, 2015; (2) Restricted equity security that is the economic equivalent off 0.4378 ordinary shares of Avago that

will not be transferable or exchangeable for a period of one to two years from the closing of the transaction

Page 8

–

–

–

$54.50 in cash; or

–

0.4378 ordinary shares; or

–

0.4378 restricted equity securities

(2)

; or

–

A combination of the above

~$17 billion in cash

Economic

equivalent

of

~140

million

Avago

shares

(current

value

of

~$20

billion

(1)

)

Your Imagination, Our Innovation

Transaction Financing

Credit Facility

$15.5 billion of new term loans at closing ($6.5 billion to refinance existing

debt facilities and $9 billion of new debt)

$500 million revolving credit facility (undrawn)

Facility allows for dividends and share repurchases

Pro Forma

Capitalization

Statistics

($B)

xLTM EBITDA

(w/ $750M

Synergies)

Gross Debt

$15.5

2.7x

Cash

$1.3

0.2x

Net Debt

$14.2

2.5x

Page 9

Your Imagination, Our Innovation

No Offer or Solicitation

This

communication

is

not

intended

to

and

does

not

constitute

an

offer

to

sell

or

the

solicitation

of

an

offer

to

subscribe

for

or

buy

or

an

invitation

to

purchase

or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale,

issuance

or

transfer

of

securities

in

any

jurisdiction

in

contravention

of

applicable

law.

No

offer

of

securities

shall

be

made

except

by

means

of

a

prospectus

meeting

the

requirements

of

Section

10

of

the

United

States

Securities

Act

of

1933,

as

amended.

Subject

to

certain

exceptions

to

be

approved

by

the

relevant

regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a

violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone

and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.

Important Additional Information Will be Filed with the SEC

HoldCo will file with the SEC a registration statement on Form S-4, which will include the joint proxy statement of Avago and Broadcom that also constitutes a

prospectus of HoldCo and New LP (the “joint proxy statement/prospectus”).  INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE JOINT

PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, IN THEIR ENTIRETY CAREFULLY WHEN

THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AVAGO, BROADCOM, HOLDCO, NEW LP, THE

PROPOSED

TRANSACTIONS

AND

RELATED

MATTERS.

Investors

and

shareholders

will

be

able

to

obtain

free

copies

of

the

joint

proxy

statement/prospectus and other documents filed with the SEC by the parties through the website maintained by the SEC at www.sec.gov.  In addition,

investors

and

shareholders

will

be

able

to

obtain

free

copies

of

the

joint

proxy

statement/prospectus

and

other

documents

filed

with

the

SEC

by

the

parties

by

contacting Avago Investor Relations at (408) 435-7400 or investor.relations@avagotech.com (for documents filed with the SEC by Avago, HoldCo or New LP)

or andrewtp@broadcom.com (for documents filed with the SEC by Broadcom).

Participants in the Solicitation

Avago,

Broadcom,

HoldCo

and

New

LP

and

their

respective

directors

and

executive

officers

may

be

deemed

to

be

participants

in

the

solicitation

of

proxies

from the shareholders of Avago and Broadcom in respect of the proposed transactions contemplated by the joint proxy statement/prospectus.  Information

regarding the persons who are, under the rules of the SEC, participants in the solicitation of the shareholders of Avago and Broadcom in connection with the

proposed

transactions,

including

a

description

of

their

direct

or

indirect

interests,

by

security

holdings

or

otherwise,

will

be

set

forth

in

the

joint

proxy

statement/prospectus

when

it

is

filed

with

the

SEC.

Information

regarding

Avago’s

directors

and

executive

officers

is

contained

in

Avago’s

Annual

Report

on

Form

10-K

for

the

year

ended

November

2,

2014

and

its

Proxy

Statement

on

Schedule

14A,

dated

February

20,

2015,

and

information

regarding

Broadcom’s

directors and executive officers is contained in Broadcom’s Annual Report on Form 10-K for the year ended December 31, 2014 and its Proxy Statement on

Schedule

14A,

dated

March

27,

2015,

each

of

which

are

filed

with

the

SEC

and

can

be

obtained

free

of

charge

from

the

sources

indicated

above.

Important Additional Information

Page 10