10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

(Mark One)
þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from           to

Commission file number 000-23993

Broadcom Corporation

(Exact Name of Registrant as Specified in Its Charter)

California	33-0480482
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

5300 California Avenue
Irvine, California 92617-3038
(Address of Principal Executive Offices) (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of Class	Name of Exchange on Which Registered
Class A Common Stock, $0.0001 par value	The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o     No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o     No þ

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

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

Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).  Yes o     No þ

The aggregate market value of the registrant’s common stock, $0.0001 par value per share, held by non-affiliates of the registrant on June 30, 2010, the last business day of the registrant’s most recently completed second fiscal quarter, was $16.0 billion (based on the closing sales price of the registrant’s common stock on that date). Shares of the registrant’s common stock held by each officer and director and each person known to the registrant to own 10% or more of the outstanding voting power of the registrant have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not a determination for other purposes.

The registrant has two classes of common stock authorized, Class A common stock and Class B common stock. The rights, preferences and privileges of each class of common stock are substantially identical except for voting rights. Shares of Class B common stock are not publicly traded but are convertible at any time into shares of Class A common stock on a one-for-one basis. As of December 31, 2010 there were 484.7 million shares of Class A common stock and 54.0 million shares of Class B common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates by reference certain information from the registrant’s definitive proxy statement (the “Proxy Statement”) for the 2011 Annual Meeting of Shareholders to be filed on or before May 2, 2011.

Broadcom^®, the pulse logo, XGS^tm, and Videocore^® are among the trademarks of Broadcom Corporation and/or its affiliates in the United States, certain other countries and/or the EU. Any other trademarks or trade names mentioned are the property of their respective owners.

^©2011 Broadcom Corporation. All rights reserved. This Annual Report on Form 10-K is printed on recycled paper.

BROADCOM CORPORATION

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business		1
Item 1A.	Risk Factors		11
Item 1B.	Unresolved Staff Comments		19
Item 2.	Properties		19
Item 3.	Legal Proceedings		20
Item 4.	(Removed and Reserved)		20
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		21
Item 6.	Selected Financial Data		24
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		61
Item 8.	Financial Statements and Supplementary Data		61
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		62
Item 9A.	Controls and Procedures		62
Item 9B.	Other Information		63
PART III
Item 10.	Directors, Executive Officers and Corporate Governance		63
Item 11.	Executive Compensation		63
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		63
Item 13.	Certain Relationships and Related Transactions, and Director Independence		63
Item 14.	Principal Accounting Fees and Services		63
PART IV
Item 15.	Exhibits, Financial Statement Schedules		64
EX-10.14
EX-10.18
EX-10.19
EX-10.20
EX-10.36
EX-10.42
EX-21.1
EX-23.1
EX-31.1
EX-31.2
EX-32.1
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

CAUTIONARY STATEMENT

All statements included or incorporated by reference in this Annual Report on Form 10-K, other than statements or characterizations of historical fact, are forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements concerning projected total net revenue, costs and expenses and product and total gross margin; our accounting estimates, assumptions and judgments; our success in pending intellectual property litigation matters; estimates related to the amount and/or timing of the expensing of unearned stock-based compensation expense; the demand for our products; the effect that economic conditions, seasonality and volume fluctuations in the demand for our customers’ consumer-oriented products will have on our quarterly operating results; our dependence on a few key customers and/or design wins for a substantial portion of our revenue; our ability to adjust operations in response to changes in demand for existing products and services or the demand for new products requested by our customers; the competitive nature of and anticipated growth in our markets; our ability to migrate to smaller process geometries; manufacturing, assembly and test capacity; our ability to consummate acquisitions and integrate their operations successfully; our potential needs for additional capital; inventory and accounts receivable levels; the impact of the Internal Revenue Service review of certain income tax returns on our results of operations; the effect of potential changes in U.S. or foreign tax laws and regulations or the interpretation thereof; the level of accrued rebates, and income we expect to record in connection with the Qualcomm Agreement. These forward-looking statements are based on our current expectations, estimates and projections about our industry and business, management’s beliefs, and certain assumptions made by us, 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. These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors, some of which are listed under the section entitled “Risk Factors” in Part I, Item 1A of this Report. These forward-looking statements speak only as of the date of this Report. We undertake no obligation to revise or update publicly any forward-looking statement, except as otherwise required by law.

PART I

Item 1.   Business

Overview

Broadcom Corporation (including our subsidiaries, referred to collectively in this Report as “Broadcom,” “we,” “our” and “us”) is a major technology innovator and global leader in semiconductors for wired and wireless communications. Broadcom^® products enable the delivery of voice, video, data and multimedia to and throughout the home, the office and the mobile environment. We provide the industry’s broadest portfolio of state-of-the-art system-on-a-chip, or SoC, and software solutions to manufacturers of computing and networking equipment, digital entertainment and broadband access products, and mobile devices.

Broadcom was incorporated in California in August 1991. Our Class A common stock trades on the Nasdaq Global Select Market^sm under the symbol BRCM. Our principal executive offices are located at 5300 California Avenue, Irvine, California 92617-3038, and our telephone number at that location is 949.926.5000. Our Internet address is www.broadcom.com. The inclusion of our Internet address in this Report does not include or incorporate by reference into this Report any information on our website. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, amendments to those reports and other SEC filings are available free of charge through the investor relations section of our website as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC. The SEC also maintains a web site, www.sec.gov, that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

Over the past two decades, communications technologies have evolved dramatically in response to ubiquitous wireless and mobile networks, the emergence of new data-intensive computing and communications applications, and the continuing convergence of personal computing devices and mobile devices. The broadband transmission of digital information over wired and wireless infrastructures requires very sophisticated semiconductor solutions to

perform critical systems functions such as complex signal processing, converting digital data to and from analog signals, and switching and routing packets of information over IP-based networks.

We currently operate our business to serve three markets: Broadband Communications, Mobile & Wireless and Infrastructure & Networking. Our diverse product portfolio includes:

•  Broadband Communications (Solutions for the Home) — Highly integrated solutions for the connected home, including set-top-boxes and media servers, residential gateways, home networking, femtocells, high definition TV platforms, Blu-ray Disc^® players and digital video recorders (DVRs).

•  Mobile & Wireless (Solutions for the Hand) — Low-power, high-performance and highly integrated solutions powering the mobile ecosystem, including Wi-Fi and Bluetooth, cellular modems, personal navigation and global positioning, near field communications, multimedia and application processing, and mobile power management solutions.

•  Infrastructure & Networking (Solutions for Infrastructure) — Highly integrated solutions to carriers, service providers, enterprises, small-to-medium businesses and data centers for network infrastructure needs, including switches and physical layer (PHY) devices for local, metropolitan, wide area and storage networking; switch fabric solutions; and high-speed controllers.

Net Revenue by Reportable Segment

Our semiconductor solutions are used globally by leading manufacturers and are embedded in an array of products for the home, the hand and network infrastructure. Net revenue for our reportable segments, Broadband Communications, Mobile & Wireless and Infrastructure & Networking is presented below. “All Other” includes our licensing revenue from Verizon Wireless and related income from the Qualcomm Agreement (see detailed discussion in “Overview” section in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations).

Percentage of Net Revenue

Net Revenue: $6.818 billion	Net Revenue: $4.490 billion	Net Revenue: $4.658 billion

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Broadband Communications Reportable Segment

We offer manufacturers a range of broadband communications and consumer electronics SoC solutions that enable voice, video, data and multimedia services over wired and wireless networks for the home.

	Products Incorporating Our Solutions	Broadcom Solutions
Broadband Communications (Solutions for the Home)	Modems (cable, xPON, femtocell and DSL) and Residential Gateways Cable Modem Termination Systems (CMTS) and Central Office DSLAM Solutions Digital Cable, Digital Transport  Adapter, Direct Broadcast Satellite, Terrestrial and IP Set-Top Boxes Digital Television Blu-ray Disc Players and Recorders Home Networking Solutions (including Powerline Networking)	Cable modem SoCs Femtocell SoCs MPEG/AVC/VC-1 encoders and  transcoders xDSL, PON and cable modem customer  premises equipment and central office solutions Powerline Networking SoCs Digital cable, DBS, Terrestrial and IP set-top box integrated receiver demodulators HDTV and SDTV SoCs Blu-ray Disc SoCs

Modems and Residential Gateways

Competitive pressure among broadband providers to meet increasing consumer demand for internet video content is driving a race to provide increasing bandwidth to consumers. Broadcom offers ultra-high speed modems and end-to-end broadband solutions to provide data, voice and video services over cable television networks, digital subscriber line (DSL) technologies and gigabit passive optical networks (GPON) to and throughout the home.

Digital Cable, Direct Broadcast Satellite, Terrestrial and IP Set-Top Boxes and Digital Transport Adapters

In an effort to increase the number of digital services available to television viewers, features such as high definition and 3D programming, digital video recording services, internet applications and home media networks are being offered by service providers using the same high-speed connections that bring customers broadband Internet and telephone access. To take advantage of these capabilities, viewers need a set-top box (STB) in the home to process these functions and distribute them to TVs and other connected STBs within the home. We offer a complete digital cable-TV silicon platform, comprehensive direct broadcast satellite (DBS) solutions and a family of advanced SoC solutions for the IP STB market. The highly integrated digital cable-TV SoC solutions provide manufacturers with a broad range of features and capabilities for building standard STBs (for digital video broadcasting), high definition and 3D programming capable STBs, as well as high-end interactive STBs supporting simultaneous viewing of television programming and Internet content. Broadcom also provides IP SoC solutions that include high definition, 3D capable, video decoder/audio processor chips and a dual channel high definition and digital video recorder chip. By leveraging our extensive investment and expertise in the STB market, we have also developed (DBS) solutions that include complete end-to-end chipset for receiving and displaying high definition content, and a complete satellite system solution that enables DBS providers to provide Internet access via satellite by combining the functionality of a satellite modem, a firewall router and home networking into a single chip.

Digital Television

Beginning in 2009, the U.S. Federal Communications Commission required that traditional terrestrial broadcast stations broadcast only in digital format and the migration to digital broadcasts continues in other markets around the world. We offer a complete turnkey digital television-on-a-chip solution and associated software to enable digital-to-analog converter boxes. We also offer a complete product line that covers all digital television (DTV) markets, including a turnkey platform that allows TV manufacturers to include over-the-top applications, internet connectivity and customize both hardware and software designs for differentiating products based on the user interface and visual look-and-feel. In addition, we offer a highly integrated DTV SoC solution that, when combined with our existing satellite, cable or terrestrial demodulators, forms a complete platform for the delivery of high definition (HD) DTV.

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Blu-ray Disc Players and Recorders

Blu-ray Disc players and recorders offer substantially greater storage capacity and the ability to effectively handle the significantly higher bit rates associated with HD audio/video content. Our Blu-ray Disc SoC provides integrated security features that enable manufacturers to offer Internet applications and streaming media playback. Our reference design for the development of Blu-ray Disc media players includes our HD audio/video decoder chip, as well as an HD digital video system chip and a software platform that provides our customers with a wide range of integration options, including playback in 3D at 1080p resolution, picture-in-picture video support, HD multi-channel audio, and world class BD-Java performance for full support of BD-Live functionality.

Mobile & Wireless Reportable Segment

Broadcom’s mobile and wireless reportable segment offers products supporting a broad range of leading-edge portable devices that enable end-to-end wireless connectivity at home, at work and on-the-go. Products in this area include solutions in wireless local area networking, personal area networking, location technologies, and a comprehensive range of mobile technologies. Our portfolio of mobile and wireless products enable a broad range of portable devices including cellular handsets, personal navigation devices, tablets, PCs, wireless home routers and gateways, portable media players, gaming platforms and other wireless-enabled consumer electronics and peripherals.

	Products Incorporating Our Solutions	Broadcom Solutions
Mobile & Wireless (Solutions for the Hand)	Cellular phones Wireless-enabled tablets, laptops, netbooks, and desktop computers Wireless home routers and gateways Printers Cellular and WiMax data cards MiFi Mobile Hotspots VoIP phones Handheld media devices Personal navigation devices Home gaming systems Home entertainment systems	Wi-Fi® SoCs Bluetooth® SoCs Wireless Connectivity Combo chips GPS SoCs EDGE, 3G (UMTS and HSPA) and  4G (LTE and WiMAX®) baseband  solutions Multimedia processors Applications processors Power management units VoIP SoCs Mobile TV SoCs NFC tags

Wireless Local Area and Personal Area Networking

Wi-Fi/WLAN.  Wireless local area networking, also known as Wi-Fi or WLAN, allows devices on a local area network to communicate with each other without the use of any cables. It adds the convenience of mobility to the powerful utility provided by high-speed data networks, and is a natural extension of broadband connectivity in the home, office and on the road. Wi-Fi technology was first utilized in applications such as computers and routers, and is now being embedded into a number of other electronic devices such as smartphones, cameras, camcorders, printers, gaming devices, set-top boxes, HDTVs, Blu-ray Disc players and broadband modems. We offer a family of high performance, low power Wi-Fi chipsets that support all current standards. We support Wi-Fi direct across our product portfolio, allowing communication between devices without having to interact with an access point, increasing ease of use for Wi-Fi and enabling us to serve increased demand for the transfer of HD content between devices.

Bluetooth.  The Bluetooth short-range wireless networking standard is a low power wire replacement technology that enables direct connectivity among a wide variety of mainstream consumer electronic devices. We offer a complete family of Bluetooth silicon and software solutions for mobile phones, PCs, wireless headphones and headsets, HDTVs, peripherals, gaming and other applications. Our family of single-chip Bluetooth devices, software applications and protocol stacks provide a complete solution that enables manufacturers to add Bluetooth functionality to almost any electronic device with a minimal amount of development time and resources.

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Wireless Connectivity Combination Chips

Consumers increasingly expect their mobile devices to be able to seamlessly communicate wirelessly with other electronics devices, such as TVs, PCs, printers, cellular phones, remote speakers, headsets and car stereos. At the same time, our customers are continually seeking to lower costs, increase performance, extend the battery life of their devices and bring new products to market quickly. To meet these demands, we have developed a family of combination chip (combo chip) solutions that integrate multiple discrete wireless technologies into a single-chip solution. For example, we offer combo chip solutions that integrate a complete Bluetooth system, a complete Wi-Fi system and a high performance FM stereo radio receiver into a single die. We also offer a combo chip solution that combines Bluetooth, GPS and an FM receiver.

Global Positioning System

Global Positioning System (GPS) has long been a standard feature in navigation devices and is becoming a common feature in mobile phones, tablets and personal computers. Broadcom offers standalone GPS and assisted-global positioning system (A-GPS) semiconductor products, software and data services. We also maintain a worldwide GPS reference network that provides assistance data to A-GPS-equipped chips via wireless transport, including cellular data channels and Wi-Fi, which boosts performance and reduces the time required to determine a location.

Cellular Baseband, Multimedia Processors and Power Management

Handheld devices (such as cellular phones and tablets) and portable computers (such as netbooks and laptops) have become broadband multimedia gateways, enabling end users to wirelessly download email, view web pages, stream audio and video, play games and conduct videoconferences. The evolution of the international Global System for Mobile Communication (GSM) standard to 3G and 4G technologies have enabled “always on” Internet applications and more efficient data transport. These capabilities enable a range of devices from smart feature-phones to smartphones and tablets. We develop EDGE, 3G and 4G, LTE and WiMAX chipsets and platform solutions with the associated software. We use the same technologies to deliver cellular modem cards for use in portable computers, wireless gateway devices and embedded products.

Mobile Multimedia Applications.  Multimedia has become increasingly prevalent in handheld devices. To support new multimedia features, integrating video, music, camera and gaming capabilities, Broadcom offers our VideoCore^® line of video and multimedia processors based on a low power, high performance architecture. Unlike hard-wired processor cores, VideoCore processors are built to provide customers the benefit of software flexibility and programmability, as well as low power from hardware acceleration. Our family of mobile application processors enable an array of multimedia features, including support for high megapixel digital cameras, HD video encoding and decoding, and TV signal output.

As part of its cellular platform, Broadcom provides a family of power management devices that intelligently manage power consumption in mobile devices to optimize system operation and improve battery life.

Voice over Internet Protocol

Driven by the significant build-out of the Internet and deregulation of long distance and local phone services, voice over an IP packet-based network, or VoIP is stimulating dramatic changes in traditional telephone networks. Our VoIP phone silicon and software solutions integrate packet processing, voice processing and switching technologies to provide the quality of service, high fidelity and reliability necessary for enterprise telephony applications. Our portfolio also features terminal adapter VoIP solutions that enable existing analog phones to be connected to broadband modems via Ethernet. These products support residential VoIP services that are now being offered by a variety of broadband service providers.

Near Field Communications

Near field communications (NFC) is a very short-range wireless standard that evolved from a combination of contactless technologies to enable simple connectivity and data transfer with just a touch. NFC has been adopted

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for contactless payment systems and can also be implemented in a variety of consumer devices from mobile phones, tablets, and digital TVs to remote controls, wireless mice, 3D glasses and Bluetooth headsets. Broadcom has developed NFC tag solutions for original equipment manufacturers to implement low cost NFC consumer device applications in their products.

Infrastructure & Networking Reportable Segment

Through our Infrastructure & Networking reportable segment, we design and develop complete silicon and software infrastructure solutions for service providers, data centers, and enterprise and small-to-medium business networks. Our solutions leverage industry-proven Ethernet technology to promote faster, “greener” and cost-efficient transport and processing of voice, video, data and multimedia across both wired and wireless networks.

	Products Incorporating Our Solutions	Broadcom Solutions
Infrastructure & Networking (Solutions for Infrastructure)	Service provider metro equipment 3G/4G wireless infrastructures  and wireless access points Switches, hubs and routers Servers Workstations Desktop and notebook computers Network interface cards LAN on motherboard applications Optical networks and dense wave  division multiplexing applications Virtual private networks and security appliances	Ethernet copper transceivers Ethernet controllers Ethernet switches Backplane and Optical front-end physical layer devices Security processors and adapters Broadband processors

Ethernet Networking

Ethernet has become a ubiquitous interconnection technology for providing high performance and cost effective networking infrastructure across enterprise, service provider, data center and small and medium business (SMB) market segments. Our complete line of highly integrated, low power SoC solutions enable users to access data, voice and video from their offices, home or over wireless networks.

Ethernet Switches.  We offer a broad set of Ethernet switching products ranging from low cost five port switch chips to complete solutions that can be used to build systems in excess of 10 terabits of switching capacity in a single chassis.

•  Our service provider switch portfolio enables carrier/service provider networks to support a large number of services in the wireless backhaul, access, aggregation and core of their networks.

•  Our Data Center portfolio provides high capacity, low latency switching silicon that supports advanced protocols around virtualization and multi-pathing. In addition, our SAND Ethernet switching fabric technologies provide the ability to build highly scalable flat networks supporting tens of thousands of servers.

•  Our family of SMB Ethernet switch products are designed to support lower power modes and comply with industry standards around energy efficient Ethernet. We also offer a family of Layer 2 managed switches designed specifically for the service provider market in Asia to deliver high bandwidth content, such as multimedia, to densely populated residential and commercial buildings.

For enterprise applications, our XGS^tm product family combines multi-layer switching capabilities with wire-speed Gigabit, 10 and 40 Gigabit Ethernet switching performance for enterprise business networks.

Ethernet CopperTransceivers.  Our high performance Ethernet transceivers are built upon a proprietary digital signal processing (DSP) communication architecture optimized for high-speed network connections and support the latest standards and advanced features, such as energy efficient Ethernet, data encryption and time synchronization at one or 10 gigibits per second.

Gigabit and 10 Gigabit Ethernet Controllers.  Our family of Ethernet controllers offer comprehensive solutions for servers, workstations, and desktop and notebook computers, supporting multiple generations of Ethernet

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technology. Gigabit and 10 Gigabit Ethernet controllers deliver high performance dual-port, single-chip C-NIC at 1Gbps or 10-Gbps rates, without requiring external packet memory.

Backplane and Optical Front-End Physical Layer Devices

To address increasing volumes of data traffic both in data centers and service provider networks , we offer a portfolio of 10G and 40G Ethernet transceivers, forward error correction solutions, and chips for backplanes and optical interconnect. These devices are low-power solutions for very high density 10G and 40G switching solutions. We also offer 2.5G and 10G SONET/SDH/OTN transceivers that enable the development of low-cost, high-density optical transport equipment, enabling telecommunications and service providers to efficiently deliver data and voice traffic over existing fiber networks. Our use of the CMOS process allows substantially higher levels of integration and lower power consumption than competitive solutions.

Custom Silicon Products

We offer proprietary silicon devices for the LAN, WAN and PC markets that allow our customers to semi-customize by integrating their own intellectual property. For example, we have developed complex mixed-signal designs for customers that leverage our advanced design processes.

Licensing of Intellectual Property

We generate licensing revenue and related income from the licensing of our intellectual property. The vast majority of our licensing revenue and related income to date has been derived from agreements with two customers, Verizon Wireless and QUALCOMM Incorporated. See detailed discussion in “Overview” section in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. This licensing revenue and related income represented 3.3%, 4.8% and 3.7% of our total net revenue in 2010, 2009 and 2008, respectively.

Reference Platforms

To assist our customers in developing products, we develop reference platforms designed around our integrated circuit products that represent prototypical system-level applications. These reference platforms generally include an extensive suite of software drivers, as well as protocol and application layer software. By providing reference platforms that may ultimately be incorporated into our customers’ end products, we assist our customers in transitioning from initial prototype designs to final production releases. We believe this enables our customers to achieve easier and faster transitions from the initial prototype designs through final production releases. We believe these reference platform designs also significantly enhance customers’ confidence that our products will meet their market requirements and product introduction schedules.

Customers and Strategic Relationships

We sell our products to leading wired and wireless communications manufacturers. We have also established strategic relationships with multiservice operators that provide wired and wireless communications services to consumers and businesses. Customers currently shipping wired and/or wireless communications equipment and devices incorporating our products include:

•  Alcatel

•  Apple

•  Cisco

•  Dell

•  EchoStar

•  Hewlett-Packard

•  Huawei Technologies

•  LG

•  Motorola

•  Netgear

•  Nintendo

•  Nokia

•  Pace

•  Samsung

•  Technicolor

A small number of customers have historically accounted for a substantial portion of our net revenue. Sales to our five largest customers represented 38.9%, 34.6% and 35.8% of our net revenue in 2010, 2009 and 2008,

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respectively. In 2010, sales to Apple and Samsung represented 11.1% and 10.0% of our net revenue, respectively. In 2009, sales to Samsung represented 10.3% of our net revenue. See Note 13 of Notes to Consolidated Financial Statements, included in Part IV, Item 15 of this Report. We expect that our key customers will continue to account for a substantial portion of our net revenue in 2011 and in the foreseeable future. These customers and their respective contributions to our net revenue have varied and will likely continue to vary from period to period. We typically sell products pursuant to purchase orders that customers can generally cancel, change or defer on short notice without incurring a significant penalty.

Research and Development

We have assembled a large team of experienced engineers and technologists, many of whom are leaders in their particular field or discipline. As of December 31, 2010 we had 6,800 research and development employees, the majority of whom hold advanced degrees, including approximately 675 employees with PhDs. These key employees are involved in advancing our core technologies, as well as product development. Because SoC solutions benefit from the same underlying core technologies, we are able to address a wide range of communications markets with a relatively focused investment in research and development. Our research and development expense was $1.8 billion, $1.5 billion and $1.5 billion in 2010, 2009 and 2008, respectively. These amounts included stock-based compensation expense for employees engaged in research and development of $341.7 million, $351.9 million and $358.0 million in 2010, 2009 and 2008, respectively.

We believe that increased IP integration and the timely introduction of new products is essential to our growth. While we intend to continue to manage our costs and expenses to attain our long-term business objectives, we plan to maintain significant research and development staffing levels for the foreseeable future. We have design centers throughout the United States, including our principal design facilities in Irvine, California and Santa Clara County, California. Internationally, we have design facilities in Asia, Europe, Israel and Canada. We anticipate establishing additional design centers in the United States and in other countries.

Manufacturing

Wafer Fabrication

We depend on four independent foundry subcontractors located in Asia to manufacture a majority of our products. Our key silicon foundries are:

•  Taiwan Semiconductor Manufacturing Corporation in Taiwan,

•  GlobalFoundries, Inc. (formerly Chartered Semiconductor Manufacturing) in Singapore,

•  Semiconductor Manufacturing International Corporation in China; and

•  United Microelectronics Corporation in Singapore and Taiwan.

By subcontracting manufacturing, we focus resources on design and test applications where we believe we have greater competitive advantages. This strategy also eliminates the high cost of owning and operating semiconductor wafer fabrication facilities. See “Risk Factors” under Item 1A of this Report for a discussion of the risks associated with our dependence on independent foundry subcontractors.

Most of our products are manufactured using CMOS process technology. Our products are currently fabricated on a variety of processes ranging from 500 nanometers to 40 nanometers. We generally evaluate the benefits, on a product-by-product basis, of migrating to smaller geometry process technologies. The majority of our products are currently manufactured in 65 nanometers, and we are designing most new products in 40 nanometers. See “Risk Factors” under Item 1A of this Report for a discussion of the risks associated with transitioning to smaller geometry process technologies.

Assembly and Test

Our products are tested either at the wafer level and/or packaged finished products level. Our product testing is conducted by independent foundries, and independent test subcontractors. The die are assembled into finished

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products by independent assembly and package subcontractors. A majority of our test and assembly is performed by the following independent subcontractors:

•  United Test and Assembly Center in Singapore, China and Thailand (test, assembly and packaging),

•  Advanced Semiconductor Engineering (ASE) in China and Taiwan (test, assembly and packaging),

•  Siliconware Precision in Taiwan (test only),

•  Amkor in Korea, Philippines and China (assembly and packaging only),

•  Signetics in Korea (assembly and packaging only),

•  STATSChipPAC in Singapore, Korea, Malaysia and China (assembly and packaging only),

See “Risk Factors” under Item 1A of this Report for a discussion of the risks associated with our dependence on third party assembly and test subcontractors.

Quality Assurance

We focus on product reliability from the initial stage of the design cycle through each specific design process, including layout and production test design. Our operations and quality engineering teams closely manage the interface between manufacturing and design engineering. We prequalify each assembly and foundry subcontractor. This prequalification process consists of a series of industry standard environmental product stress tests, as well as an audit and analysis of the subcontractor’s quality system and manufacturing capability. We also participate in quality and reliability monitoring by reviewing electrical and parametric data from our wafer foundry and assembly subcontractors. We closely monitor wafer foundry production to ensure consistent overall quality, reliability and yield levels. All of our principal independent foundries and package assembly facilities are currently ISO 9001 certified, a comprehensive International Standards Organization specified quality system acknowledgement. As part of our total quality program, we received ISO 9001 certification for our Singapore distribution facility.

Environmental Management

We monitor the environmental impact of our products. Our manufacturing subcontractors have registered our manufacturing flow to ISO 14000, the international standard related to environmental management. Lead-free solutions in electronic components and systems are receiving increasing attention within the semiconductor industry. We believe that our products are compliant with the Restriction of Hazardous Substances Directive, or RoHS, the European legislation that restricts the use of a number of substances, including lead. In 2008 we began managing our compliance towards the European REACH (Regulation, Evaluation and Authorization of Chemicals).

Product Distribution

The majority of our products are distributed internationally to customers through our distribution center in Singapore and a smaller portion domestically via an operations and distribution center in Irvine, California. Net product revenue derived from actual shipments to international destinations, primarily in Asia (including foreign subsidiaries or manufacturing subcontractors of customers that are headquartered in the United States), represented 97.2%, 94.8% and 91.8% of our net revenue in 2010, 2009 and 2008, respectively.

Sales and Marketing

Our sales and marketing strategy is to achieve design wins with technology leaders by providing quality, state-of-the-art products, superior engineering execution, and superior sales, field application and engineering support. We market and sell our products in the United States through a direct sales force, distributors and manufacturers’ representatives. The majority of our domestic sales occur through our direct sales force, which is based in offices located in California and throughout the United States. We have also engaged independent distributors, Arrow Electronics and Avnet, Inc., to service the North American and South American markets.

We market and sell our products internationally through regional offices in Asia, Europe and North America, as well as through a network of independent distributors and representatives in Asia, Australia, Europe and North America. We select these independent entities based on their ability to provide effective field sales, marketing communications and technical support to our customers. All international sales to date have been in U.S. dollars.

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We present revenue from independent customers by geographic area in Note 13 of Notes to Consolidated Financial Statements, included in Part IV, Item 15 of this Report.

We dedicate sales managers to principal customers worldwide to promote close cooperation and communication.

Backlog

Our sales are primarily made through standard purchase orders for delivery of products. Due to industry practice that allows customers to cancel, change or defer orders with limited advance notice prior to shipment, we do not believe that backlog is a reliable indicator of future revenue levels.

Competition

The semiconductor industry in general, and wired and wireless communications markets in particular, are intensely competitive and are characterized by rapid change, evolving standards, short product life cycles and price erosion. We believe that the principal factors of competition for integrated circuit providers include:

•  product quality and reputation

•  product capabilities

•  level of integration

•  engineering execution

•  reliability

•  price

•  time-to-market

•  market presence

•  standards compliance

•  system cost

•  intellectual property

•  customer interface and support

We believe that we compete favorably with respect to each of these factors.

We compete with a number of major domestic and international suppliers of integrated circuits and related applications. We also compete with suppliers of system-level and motherboard-level solutions incorporating integrated circuits that are proprietary or sourced from manufacturers other than Broadcom. This competition has resulted and will continue to result in declining average selling prices for our products in certain markets. We also may face competition from newly established competitors, suppliers of products based on new or emerging technologies, and customers that choose to develop their own silicon solutions. We expect to encounter continuing consolidation in the markets in which we compete.

Some of our competitors operate their own fabrication facilities and have longer operating histories and presence in key markets, greater name recognition, larger customer bases and significantly greater financial, sales and marketing, manufacturing, distribution and other resources than we do. As a result, these competitors may be able to adapt more quickly to new or emerging technologies and changes in customer requirements or devote greater resources to the promotion and sale of their products. Current and potential competitors have established or may establish financial or strategic relationships among themselves or with existing or potential customers, resellers or other third parties, and may refuse to provide us with information necessary to permit the interoperability of our products with theirs. Accordingly, it is possible that new competitors or alliances among competitors could emerge and rapidly acquire significant market share. In addition, competitors may develop technologies that more effectively address our markets with products that offer enhanced features, lower power requirements or lower costs. Increased competition could result in pricing pressures, decreased gross margins and loss of market share and may materially and adversely affect our business, financial condition and results of operations. See “Risk Factors” under Item 1A of this Report for further discussion of the risks associated with competition.

Seasonality

An increasing number of our products are being incorporated into consumer electronic products, which are subject to significant seasonality and fluctuations in demand, and tend to have stronger sales later in the fiscal year as manufacturers prepare for the major holiday selling seasons.

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Intellectual Property

Our success and future product revenue growth depend, in part, on our ability to protect our intellectual property. We rely primarily on patents, copyrights, trademarks and trade secrets, as well as nondisclosure agreements and other methods, to protect our proprietary technologies and processes. However, these may not provide meaningful or adequate protection for our intellectual property.

We currently hold more than 4,800 U.S. and more than 2,000 foreign patents (up from more than 3,800 U.S. and more than 1,550 foreign patents from the prior year) and have more than 7,800 additional U.S. and foreign pending patent applications. We also generally enter into confidentiality agreements with our employees and strategic partners, and typically control access to and distribution of product documentation and other proprietary information. Despite these precautions, it is possible that competitors or other unauthorized third parties may obtain, copy, use or disclose our technologies and processes, develop similar technology independently, or design around our patents. As such, any rights granted under our patents may not provide us with meaningful protection. In addition, we may not be able to successfully enforce our patents against infringing products in every jurisdiction. See “Risk Factors” under Item 1A of this Report for further discussion of the risks associated with patents and intellectual property.

Some or all of our patents have in the past been licensed and likely will in the future be licensed to certain of our competitors through cross-license agreements, such as the Qualcomm Agreement. See detailed discussion in “Overview” section in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Moreover, because we have participated and continue to participate in developing various industry standards, we may be required to license some of our patents to others, including competitors, who develop products based on those standards.

Companies in and related to the semiconductor industry and the wired and wireless communications markets often aggressively protect and pursue their intellectual property rights. We are currently engaged in litigation and may need to engage in additional litigation to enforce our intellectual property rights or the rights of our customers, to protect our trade secrets, or to determine the validity and scope of proprietary rights of others, including our customers. In addition, we are currently engaged in litigation and may engage in future litigation with parties that claim that we infringed their patents or misappropriated or misused their trade secrets. Such litigation will result in substantial costs and diversion of our resources and could materially and adversely affect our business, financial condition and results of operations. For a detailed description of our outstanding intellectual property litigation, see Note 12 of Notes to Consolidated Financial Statements, included in Part IV, Item 15 of this Report.

Employees

As of December 31, 2010 we had 8,950 employees, including 6,800 individuals engaged in research and development, 850 engaged in sales and marketing, 550 engaged in manufacturing operations, and 750 engaged in general and administrative activities. Our employees are not represented by any collective bargaining agreement, and we have never experienced a work stoppage. We believe our employee relations are good.

Item 1A.   Risk Factors

Before deciding to purchase, hold or sell our common stock, you should carefully consider the risks described below in addition to the other information contained in this Report and in our other filings with the SEC, including subsequent reports on Forms 10-Q and 8-K. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business. If any of these known or unknown risks or uncertainties actually occurs with material adverse effects on Broadcom, our business, financial condition, results of operations and/or liquidity could be seriously harmed. In that event, the market price for our Class A common stock will likely decline, and you may lose all or part of your investment.

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We face intense competition.

The semiconductor industry and the wired and wireless communications markets are intensely competitive. We expect competition to continue to increase as new markets develop, as industry standards become well known and as other competitors enter our business. We expect to encounter further consolidation in the markets in which we compete.

Many of our competitors have longer operating histories and presences in key markets, greater name recognition, larger customer bases, and significantly greater financial, sales and marketing, manufacturing, distribution, technical and other resources than we do, and in some cases operate their own fabrication facilities. These competitors may be able to adapt more quickly to new or emerging technologies and changes in customer requirements. They may also be able to devote greater resources to the promotion and sale of their products. We also face competition from newly established competitors, suppliers of products, and customers who choose to develop their own semiconductor solutions.

Existing or new competitors may develop technologies that more effectively address our markets with products that offer enhanced features and functionality, lower power requirements, greater levels of integration or lower cost. Increased competition also has resulted in and is likely to continue to result in increased expenditures on research and development, declining average selling prices, reduced gross margins and loss of market share in certain markets. These factors in turn create increased pressure to consolidate. We cannot assure you that we will be able to continue to compete successfully against current or new competitors. If we do not compete successfully, we may lose market share in our existing markets and our revenues may fail to increase or may decline.

We depend on a few significant customers for a substantial portion of our revenue.

We derive a substantial portion of our revenue from sales to a relatively small number of customers. Sales to our five largest customers represented 38.9%, 34.6% and 35.8% of our total net revenue for 2010, 2009, and 2008, respectively. In 2010, sales to Apple and Samsung represented 11.1% and 10.0% of our net revenue, respectively. In 2009, sales to Samsung represented 10.3% of our net revenue. We expect that our largest customers will continue to account for a substantial portion of our total net revenue for the foreseeable future. The loss of any significant customer could materially and adversely affect our financial condition and results of operations.

A significant portion of our revenue in any period may also depend on a single product design win with a large customer. As a result, the loss of any such key design win or any significant delay in the ramp of volume production of the customer’s products into which our product is designed could materially and adversely affect our financial condition and results of operations. We may not be able to maintain sales to certain of our key customers or continue to secure key design wins for a variety of reasons, including:

•  agreements with our customers typically do not require them to purchase a minimum quantity of our products; and

•  our customers can stop incorporating our products into their own products with limited notice to us and suffer little or no penalty.

In addition, the majority of our licensing revenues and related income to date has been derived from agreements with two customers, Verizon Wireless and Qualcomm. Our patent license agreements with these two customers are expected to result in licensing revenue and related income of approximately $1.025 billion over a six year period. From January 2008 through December 2010, we recorded $545.6 million in licensing revenue and related income derived from Verizon Wireless and Qualcomm. The licensing revenue from our agreement with Verizon Wireless has ended and the income from the Qualcomm Agreement is non-recurring and will terminate in 2013. There can be no assurances that we will be able to enter into additional such arrangements in the future, or that we will be able to successfully collect the remaining payments due to us under the Qualcomm Agreement in the event of a default by Qualcomm.

The loss of a key customer or design win, a reduction in sales to any key customer, decrease in licensing revenue, significant delay in our customers’ product development plans, or our inability to attract new significant customers or secure new key design wins could seriously impact our revenue and materially and adversely affect our results of operations.

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Our quarterly operating results may fluctuate significantly.

Our quarterly net revenue and operating results have fluctuated significantly in the past and are likely to continue to vary from quarter to quarter. Variability in the nature of our operating results may be attributed to the factors identified throughout this “Risk Factors” section, including:

•  changes in economic conditions in the markets we address, including the continuing volatility in the technology sector and semiconductor industry;

•  seasonality in sales of consumer and enterprise products in which our products are incorporated;

•  our dependence on a few significant customers and/or design wins for a substantial portion of our revenue;

•  timing, rescheduling or cancellation of significant customer orders and our ability, as well as the ability of our customers, to manage inventory;

•  changes in customer product needs and market acceptance of our products;

•  the impact of the Internal Revenue Service review of certain of our income and employment tax returns; and

•  competitive pressures and other factors such as the qualification, availability and pricing of competing products and technologies and the resulting effects on sales and pricing of our products.

Many of the factors impacting our operating results are not within our control.

We may fail to adjust our operations in response to changes in demand.

Through internal growth and acquisitions, we significantly modified the scope of our operations and workforce in recent years. Our operations are characterized by a high percentage of costs that are fixed or difficult to reduce in the short term, such as research and development expenses and our highly skilled workforce. During some periods, our growth has placed a significant strain on our management personnel, systems and resources. To respond to periods of increased demand, we will be required to expand, train, manage and motivate our workforce. Alternatively, in response to the economic downturn in the markets in the semiconductor industry and communications market, we may be required to implement restructuring actions and a number of other cost saving measures. All of these endeavors require substantial management effort. If we are unable to effectively manage our expanding operations, we may be unable to adjust our business quickly enough to meet competitive challenges or exploit potential market opportunities, or conversely, we may scale our business too quickly and the rate of increase in our expenses may exceed the rate of increase in our revenue, either of which would materially and adversely affect our current or future business.

We face risks associated with our acquisition strategy.

A key element of our business strategy involves expansion through the acquisitions of businesses, assets, products or technologies. The expansion of our business through acquisitions allows us to complement our existing product offerings, expand our market coverage, increase our engineering workforce or enhance our technological capabilities. We may not be able to identify or consummate future acquisitions or realize the desired benefit from these acquisitions.

We face a number of challenges in the integration of acquired businesses that could disrupt our ongoing business and distract our management team, including:

•  delays in the timing and successful integration of an acquired company’s technologies;

•  the loss of key personnel;

•  lower gross margins and other financial challenges; and

•  becoming subject to intellectual property or other litigation.

Acquisitions can result in increased debt or contingent liabilities, adverse tax consequences, warranty or product liability exposure related to acquired assets, additional stock-based compensation expense, write up of acquired inventory to fair value, and the recording and later amortization of amounts related to certain purchased intangible assets. In addition, we may record goodwill and other purchased intangible assets in connection with an acquisition and incur impairment charges in the future. If our actual results, or the plans and estimates used in

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future impairment analyses, are less favorable than the original estimates used to assess the recoverability of these assets, we could incur additional impairment charges.

Our operating results may be adversely impacted by worldwide economic uncertainties and specific conditions in the markets we address.

We operate primarily in the semiconductor industry, which is cyclical and subject to rapid change and evolving industry standards. From time to time, the semiconductor industry has experienced significant downturns characterized by decreases in product demand, excess customer inventories and accelerated erosion of prices. The semiconductor industry also periodically experiences increased demand and production capacity constraints, which may affect our ability to ship products. An increasing number of our products are being incorporated into consumer electronic products, which are subject to significant seasonality and fluctuations in demand. Economic volatility can cause extreme difficulties for our customers and vendors to accurately forecast and plan future business activities. This unpredictability could cause our customers to reduce spending on our products and services, which would delay and lengthen sales cycles. Furthermore, during challenging economic times our customers and vendors may face issues gaining timely access to sufficient credit, which could impact their ability to make timely payments to us. As a result, we may experience growth patterns that are different than the end demand for products, particularly during periods of high volatility.

We cannot predict the timing, strength or duration of any economic slowdown or recovery or the impact of such events on our customers, our vendors or us. The combination of our lengthy sales cycle coupled with challenging macroeconomic conditions could have a compound impact on our business. The impact of market volatility is not limited to revenue but may also affect our product gross margins and other financial metrics. Any downturn in the semiconductor industry may be severe and prolonged, and any failure of the industry or wired and wireless communications markets to fully recover from downturns could seriously impact our revenue and harm our business, financial condition and results of operations.

We may be required to defend against alleged infringement of intellectual property rights.

Companies in the semiconductor industry and the wired and wireless communications markets aggressively protect and pursue their intellectual property rights. From time to time, we receive notices that claim we have infringed upon, misappropriated or misused other parties’ proprietary rights. Additionally, we receive notices that challenge the validity of our patents. Intellectual property litigation can be expensive, time consuming and distracting to management. An adverse determination in any of these types of disputes could prevent us from manufacturing or selling some of our products or could prevent us from enforcing our intellectual property rights.

We may also be required to indemnify some customers and strategic partners under our agreements if a third party alleges or if a court finds that our products or activities have infringed upon, misappropriated or misused another party’s proprietary rights. We have received requests from certain customers and strategic partners to include increasingly broad indemnification provisions in our agreements with them. These indemnification provisions may, in some circumstances, extend our liability beyond the products we provide to include liability for combinations of components or system level designs and for consequential damages and/or lost profits. Even if claims or litigation against us are not valid or successfully asserted, these claims could result in significant costs and diversion of the attention of management and other key employees to defend.

Our products may contain technology provided to us by other parties such as contractors, suppliers or customers. We may have little or no ability to determine in advance whether such technology infringes the intellectual property rights of a third party. Our contractors, suppliers and licensors may not be required to indemnify us in the event that a claim of infringement is asserted against us, or they may be required to indemnify us only up to a maximum amount, above which we would be responsible for any further costs or damages. Any of these claims or litigation may materially and adversely affect our business, financial condition and results of operations.

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Our stock price is highly volatile.

The market price of our Class A common stock has fluctuated substantially in the past and is likely to continue to be highly volatile and subject to wide fluctuations. From January 1, 2009 through December 31, 2010 our Class A common stock has traded at prices as low as $15.31 and as high as $47.00 per share. Fluctuations have occurred and may continue to occur in response to various factors, many of which we cannot control.

In addition, the market prices of securities of Internet-related, semiconductor and other technology companies have been and remain volatile. This volatility has significantly affected the market prices of securities of many technology companies for reasons frequently unrelated to the operating performance of the specific companies. If our operating results do not meet the expectations of securities analysts or investors, who may derive their expectations by extrapolating data from recent historical operating results, the market price of our Class A common stock will likely decline. Accordingly, you may not be able to resell your shares of common stock at or above the price you paid. In the past, we, and other companies that have experienced volatility in the market price of their securities, have been the subject of securities class action litigation.

Due to the nature of our compensation programs, most of our executive officers sell shares of our common stock each quarter or otherwise periodically, often pursuant to trading plans established under Rule 10b5-1 promulgated under the Exchange Act. As a result, sales of shares by our executive officers may not be indicative of their respective opinions of Broadcom’s performance at the time of sale or of our potential future performance. Nonetheless, the market price of our stock may be affected by sales of shares by our executive officers.

We may not be able to protect or enforce our intellectual property rights.

Our success and future revenue growth will depend, in part, on our ability to protect our intellectual property. It is possible that competitors or other unauthorized third parties may obtain, copy, use or disclose our technologies and processes. Any of our existing or future patents may be challenged, invalidated or circumvented. We engage in litigation to enforce or defend our intellectual property rights, protect our trade secrets, or determine the validity and scope of the proprietary rights of others, including our customers. If our intellectual property rights do not adequately protect our technology, our competitors may be able to offer products similar to ours.

Our software may be derived from “open source” software, which is generally made available to the public by its authors and/or other third parties. Open source software is often made available under licenses, which impose certain obligations in the event we distribute derivative works of the open source software. These obligations may require us to make source code for the derivative works available to the public, and/or license such derivative works on different terms than those customarily used to protect our intellectual property. With respect to our proprietary software, we generally license such software under terms that prohibit combining it with open source software. Despite these restrictions, parties may combine our proprietary software with open source software without our authorization, in which case we might nonetheless be required to release the source code of our proprietary software.

We enter into confidentiality agreements with our employees, consultants and strategic partners. We also control access to and distribution of our technologies, documentation and other proprietary information. Despite these efforts, internal or external parties may attempt to copy, disclose, obtain or use our products, services or technology without our authorization. Additionally, current, departing or former employees or third parties could attempt to penetrate our computer systems and networks to misappropriate our proprietary information and technology or interrupt our business. Because the techniques used by computer hackers and others to access or sabotage networks change frequently and generally are not recognized until launched against a target, we may be unable to anticipate, counter or ameliorate these techniques. As a result, our technologies and processes may be misappropriated.

We cannot assure you that our efforts to prevent the misappropriation or infringement of our intellectual property or the intellectual property of our customers will succeed. Identifying unauthorized use of our products and technologies is difficult and time consuming. The initiation of litigation may adversely affect our relationships and agreements with certain customers that have a stake in the outcome of the litigation proceedings. Litigation is

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very expensive and may divert the attention of management and other key employees from the operation of the business, which could negatively impact our business and results of operations.

Our business is subject to potential tax liabilities.

We are subject to income taxes in the United States and various foreign jurisdictions. The amount of income taxes we pay is subject to our interpretation and application of tax laws in jurisdictions in which we file. Changes in current or future laws or regulations, or the imposition of new or changed tax laws or regulations or new related interpretations by taxing authorities in the U.S. or foreign jurisdictions, could adversely affect our results of operations. We are subject to and are currently engaged in examinations and tax audits. There can be no assurance that the outcomes from these audits will not have an adverse effect on our net operating loss and research and development tax credit carryforwards, our financial position, or our operating results.

In certain foreign jurisdictions, we operate under tax holidays and favorable tax incentives. For instance, in Singapore we operate under tax holidays that reduce taxes on substantially all of our operating income in that jurisdiction. Such tax holidays and incentives often require us to meet specified employment and investment criteria in such jurisdictions. In a period of tight manufacturing capacity, our ability to meet Singaporean content in our products may be more limited, which may have adverse tax consequences. More generally, if any of our tax holidays or incentives are terminated or if we fail to the meet the criteria to continue to enjoy such holidays or incentives, our results of operations may be materially and adversely affected.

We manufacture and sell complex products and may be unable to successfully develop and introduce new products.

We have experienced hardware and software defects and bugs associated with the introduction of our highly complex products. If any of our products contain defects or bugs, or have reliability, quality or compatibility problems, our reputation may be damaged and customers may be reluctant to buy our products. These problems could interrupt or delay sales and shipments of our products to customers. To alleviate these problems, we may have to divert our resources from other development efforts. In addition, these problems could result in claims against us by our customers or others, including possible claims for consequential damages and/or lost profits.

We expect that a high percentage of our future sales will come from sales of new products. We sell products in markets that are characterized by rapid technological change, evolving industry standards, frequent new product introductions and short product life cycles. The markets for some of these products are new to us and may be immature and/or unpredictable. These markets may not develop into profitable opportunities and we have invested substantial resources in emerging technologies that did not achieve the market acceptance that we had expected. As a result, it is difficult to anticipate our future revenue streams from, or the sustainability of, our new products.

Our industry is dynamic and we are required to devote significant resources to research and development to remain competitive. The development of new silicon devices is highly complex, and we have experienced delays in completing the development, production and introduction of our new products. We may choose to discontinue one or more products or product development programs to dedicate more resources to other products. The discontinuation of an existing or planned product may adversely affect our relationship with one or more of our customers.

Our ability to successfully develop and deliver new products will depend on various factors, including our ability to:

•  effectively identify and capitalize upon opportunities in new markets;

•  timely complete and introduce new integrated products;

•  transition our semiconductor products to increasingly smaller line width geometries;

•  license any desired third party technology or intellectual property rights;

•  obtain sufficient foundry capacity and packaging materials; and

•  qualify and obtain industry interoperability certification of our products.

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If we are not able to develop and introduce new products in a cost effective and timely manner, we will be unable to attract new customers or to retain our existing customers which would materially and adversely affect our results of operations.

We are subject to order and shipment uncertainties.

It is difficult to accurately predict demand for our semiconductor products. We typically sell products pursuant to purchase orders rather than long-term purchase commitments. Customers can generally cancel, change or defer purchase orders on short notice without incurring a significant penalty. Our ability to accurately forecast customer demand is further impaired by delays inherent in our lengthy sales cycle. We operate in a dynamic industry and use significant resources to develop new products for existing and new markets. After we have developed a product, there is no guarantee that our customers will integrate our product into their equipment or devices and, ultimately, bring those equipment and devices incorporating our product to market. In these situations, we may never produce or deliver a significant number of our products, even after incurring substantial development expenses. From the time a customer elects to integrate our solution into their product, it is typically six to 24 months before high volume production of that product commences. After volume production begins, we cannot be assured that the equipment or devices incorporating our product will gain market acceptance.

Our product demand forecasts are based on multiple assumptions, each of which may introduce error into our estimates. In the event we overestimate customer demand, we may allocate resources to manufacturing products that we may not be able to sell. As a result, we could hold excess or obsolete inventory, which would reduce our profit margins and adversely affect our financial results. Conversely, if we underestimate customer demand or if insufficient manufacturing capacity is available, we could forego revenue opportunities and potentially lose market share and damage our customer relationships. In addition, an increasing percentage of our inventory is maintained under hubbing arrangements whereby products are delivered to a customer or third party warehouse based upon the customer’s projected needs. Under these arrangements, we do not recognize product revenue until the customer reports that it has removed our product from the warehouse to incorporate into its end products. Our ability to effectively manage inventory levels may be impaired under our hubbing arrangements, which could increase expenses associated with excess and obsolete product inventory and negatively impact our cash flow.

We are exposed to risks associated with our international operations.

We currently obtain substantially all of our manufacturing, assembly and testing services from suppliers located outside the United States. Products shipped to international destinations, primarily in Asia, represented 97.2%, 94.8% and 91.8% of our product revenue in 2010, 2009 and 2008, respectively. In addition, we undertake various sales and marketing activities through regional offices in a number of countries. We intend to continue expanding our international business activities and to open other design and operational centers abroad.

International operations are subject to many inherent risks, including but not limited to:

•  political, social and economic instability;

•  exposure to different business practices and legal standards, particularly with respect to intellectual property;

•  continuation of overseas conflicts and the risk of terrorist attacks and resulting heightened security;

•  the imposition of governmental controls and restrictions and unexpected changes in regulatory requirements;

•  nationalization of business and blocking of cash flows;

•  changes in taxation and tariffs; and

•  difficulties in staffing and managing international operations.

Economic conditions in our primary overseas markets, particularly in Asia, may negatively impact the demand for our products abroad. All of our international sales to date have been denominated in U.S. dollars. Accordingly, an increase in the value of the U.S. dollar relative to foreign currencies could make our products less competitive in international markets or require us to assume the risk of denominating certain sales in foreign currencies. We anticipate that these factors will impact our business to a greater degree as we further expand our international business activities.

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We depend on third-party subcontractors to fabricate, assemble and test our products.

We do not own or operate fabrication, assembly or test facilities. We rely on third-party subcontractors to manufacture, assemble and test substantially all of our semiconductor devices. Accordingly, we cannot directly control our product delivery schedules and quality assurance. This lack of control could result in product shortages or quality assurance problems. These issues could delay shipments of our products or increase our assembly or testing costs. In addition, the increasing capital intensity associated with fabrication in smaller process geometries may limit our diversity of suppliers.

We do not have long-term agreements with any of our manufacturing, assembly or test subcontractors and typically procure services from these suppliers on a per order basis. In the event our third-party foundry subcontractors experience a disruption or limitation of manufacturing, assembly or testing capacity, we may not be able to obtain alternative manufacturing, assembly and testing services in a timely manner, or at all. Furthermore, our foundries must have new manufacturing processes qualified if there is a disruption in an existing process, which could be time-consuming. We could experience significant delays in product shipments if we are required to find alternative manufactures, assemblers or testers for our products. We are continuing to develop relationships with additional third-party subcontractors to assemble and test our products.

Because we rely on outside foundries, we face several significant risks in addition to those discussed above, including:

•  a lack of guaranteed wafer supply and higher wafer prices;

•  the limited availability of, or potential delays in obtaining access to, key process technologies; and

•  the location of foundries in regions that are subject to earthquakes, tsunamis and other natural disasters.

The manufacture of integrated circuits is a highly complex and technologically demanding process. Our foundries have from time to time experienced lower than anticipated manufacturing yields. This often occurs during the production of new products or the installation and start-up of new process technologies. In addition, we are dependent on our foundry subcontractors to successfully transition to smaller geometry processes.

Government regulation may adversely affect our business.

The effects of regulation on our customers or the industries in which they operate may materially and adversely impact our business. For example, the Federal Communications Commission, or FCC, has broad jurisdiction in the United States over many of the devices into which our products are incorporated. FCC regulatory policies that affect the ability of cable or satellite operators or telephone companies to offer certain services to their customers or other aspects of their business may impede sales of our products in the United States. In addition, we may experience delays if a product incorporating our chips fails to comply with FCC emissions specifications.

We and our customers are subject to various import and export laws and regulations. Government export regulations apply to the encryption or other features contained in some of our products. If we fail to continue to receive licenses or otherwise comply with these regulations, we may be unable to manufacture the affected products at foreign foundries or ship these products to certain customers, or we may incur penalties or fines.

Our business may also be subject to regulation by countries other than the United States. Foreign governments may impose tariffs, duties and other import restrictions on components that we obtain from non-domestic suppliers and may impose export restrictions on products that we sell internationally. These tariffs, duties or restrictions could materially and adversely affect our business, financial condition and results of operations.

We may be unable to attract, retain or motivate key personnel.

Our future success depends on our ability to attract, retain and motivate senior management and qualified technical personnel. Competition for these employees is intense. If we are unable to attract, retain and motivate such personnel in sufficient numbers and on a timely basis, we will experience difficulty in implementing our current business and product plans. In that event, we may be unable to successfully meet competitive challenges or to exploit potential market opportunities, which could adversely affect our business and results of operations.

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Our co-founders and their affiliates may control the outcome of matters that require the approval of our shareholders.

As of December 31, 2010 our co-founders, directors, executive officers and their respective affiliates beneficially owned 11.2% of our outstanding common stock and held 52.6% of the total voting power held by our shareholders. Accordingly, these shareholders currently have enough voting power to control the outcome of matters that require the approval of our shareholders. These matters include the election of our Board of Directors, the issuance of additional shares of Class B common stock, and the approval of most significant corporate transactions, including certain mergers and consolidations and the sale of substantially all of our assets. In particular, as of December 31, 2010 our two founders, Dr. Henry T. Nicholas III and Dr. Henry Samueli, beneficially owned a total of 10.1% of our outstanding common stock and held 52.2% of the total voting power held by our shareholders. Because of their significant voting stock ownership, we will not be able to engage in certain transactions, and our shareholders will not be able to effect certain actions or transactions, without the approval of one or both of these shareholders. Repurchases of shares of our Class A common stock under our share repurchase program would result in an increase in the total voting power of our co-founders, directors, executive officers and their affiliates, as well as other continuing shareholders.

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

In January 2010, our Board of Directors adopted a dividend policy pursuant to which the Company would pay quarterly dividends on our common stock. We intend to continue to pay such dividends subject to capital availability and periodic determinations by our Board of Directors that cash dividends are in the best interest of our shareholders and are in compliance with all laws and agreements of Broadcom applicable to the declaration and payment of cash dividends.

Future dividends may be affected by, among other factors:

•  our views on potential future capital requirements for investments in acquisitions and the funding of our research and development;

•  stock repurchase programs;

•  changes in federal and state income tax laws or corporate laws; and

•  changes to our business model.

Our dividend payments may change from time to time, and we cannot provide assurance that we will continue to declare dividends in any particular amounts or at all. A reduction in our dividend payments could have a negative effect on our stock price.

Our articles of incorporation and bylaws contain anti-takeover provisions.

Our articles of incorporation and bylaws contain provisions that could make it more difficult for a third party to acquire a majority of our outstanding voting stock. For example, our Board of Directors may also issue shares of Class B common stock in connection with certain acquisitions, which have superior voting rights entitling the holder to ten votes for each share held on matters that we submit to a shareholder vote (as compared to one vote per share in the case of our Class A common stock) as well as the right to vote separately as a class. In addition, our Board of Directors has the authority to fix the rights and preferences of shares of our preferred stock and to issue shares of common or preferred stock without a shareholder vote. These provisions, among others, may discourage certain types of transactions involving an actual or potential change in our control.

Item 1B.   Unresolved Staff Comments

None.

Item 2.   Properties

We lease facilities in Irvine (our corporate headquarters), Sunnyvale, Santa Clara, San Jose and San Diego, California. These facilities are our principal design facilities and each includes administration, sales and marketing,

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research and development and operations functions. We lease additional design facilities throughout the United States.

Internationally, we lease a distribution center that includes engineering design and administrative facilities in Singapore as well as engineering design and administrative facilities in Asia, Israel, Europe and Canada.

In addition, we lease various sales and marketing facilities in the United States and several other countries.

We lease our facilities and certain engineering design tools and information systems equipment under operating lease agreements. Our leased facilities comprise an aggregate of 3.3 million square feet. Our principal facilities in Irvine comprise 0.87 million square feet and have lease terms that expire at various dates through 2017.

We believe that the facilities under lease will be adequate for at least the next 12 months. For additional information regarding our obligations under property leases, see Note 7 of Notes to Consolidated Financial Statements, included in Part IV, Item 15 of this Report.

Item 3.   Legal Proceedings

The information set forth under Note 12 of Notes to Consolidated Financial Statements, included in Part IV, Item 15 of this Report, is incorporated herein by reference.

Item 4.   (Removed and Reserved)

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PART II

Item 5.   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information and Holders

Our Class A common stock is traded on the Nasdaq Global Select Market under the symbol BRCM. The following table sets forth, for the periods indicated, the high and low sale prices for our Class A common stock on the Nasdaq Global Select Market:

	High		Low
Year Ended December 31, 2010
Fourth Quarter	$	47.00	$	34.34
Third Quarter		38.47		29.90
Second Quarter		36.94		29.05
First Quarter		34.30		26.40
Year Ended December 31, 2009
Fourth Quarter	$	32.29	$	25.76
Third Quarter		31.20		23.01
Second Quarter		27.56		19.11
First Quarter		21.49		15.31

As of December 31, 2010 and 2009 there were 1,070 and 1,168 record holders of our Class A common stock and 154 and 167 record holders of our Class B common stock, respectively. On February 2, 2011, the last reported sale price of our Class A common stock on the Nasdaq Global Select Market was $46.39 per share.

Our Class B common stock is not publicly traded. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock and in most instances automatically converts upon sale or other transfer.

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Stock Performance Graph

The following graph compares the cumulative 5-year total return attained by shareholders on Broadcom Corporation’s common stock relative to the cumulative total returns of the S&P 500 index, the PHLX Semiconductor index, and the NASDAQ Composite index. An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock and in each index on 12/31/2005 and its relative performance is tracked through 12/31/2010.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG BROADCOM CORPORATION, THE S & P 500 INDEX,
THE NASDAQ COMPOSITE INDEX AND THE PHLX SEMICONDUCTOR INDEX

The stock price performance included in this graph is not necessarily indicative of future stock price performance.

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Dividend Policy

In January 2010 our Board of Directors adopted a dividend policy pursuant to which we intend to pay quarterly cash dividends on our common stock. Our Board of Directors declared quarterly cash dividends of $0.08 per common share payable to holders of our common stock in each of the four quarters of 2010. In 2010 we paid $163.4 million in dividends to holders of our Class A and Class B common stock. These dividends were paid from U.S. domestic sources other than our retained earnings and are accounted for as reductions of shareholders’ equity. The cash dividend policy and the payment of future cash dividends under that policy are subject to the Board’s continuing determination that the dividend policy and the declaration of dividends thereunder are in the best interests of our shareholders and are in compliance with all laws and agreements of Broadcom applicable to the declaration and payment of cash dividends.

Recent Sales of Unregistered Securities

In 2010 we issued an aggregate of 3.0 million shares of Class A common stock upon conversion of a like number of shares of Class B common stock in connection with their disposition. Each share of Class B common stock is convertible at any time into one share of Class A common stock at the option of the holder. The offers and sales of those securities were effected without registration in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act.

Issuer Purchases of Equity Securities

From time to time our Board of Directors has authorized various programs to repurchase shares of our Class A common stock depending on market conditions and other factors. Under such programs, we repurchased a total of 9.1 million, 15.0 million and 65.2 million shares of Class A common stock at weighted average prices of $30.86, $28.12 and $19.44 per share, in the years ended December 31, 2010, 2009 and 2008, respectively.

In February 2010 we announced that our Board of Directors had authorized an evergreen share repurchase program intended to offset dilution associated with our stock incentive plans. The maximum number of shares of our Class A common stock that may be repurchased in any one year is equal to the total number of shares issued pursuant to our equity awards in the previous year and the current year. Purchases may be made in both the open market and through negotiated transactions. The share repurchase program does not have an expiration date and may be suspended at any time at the discretion of the Board of Directors. This program may also be complemented with an additional share repurchase program in the future.

The following table presents details of our various repurchases during the three months ended December 31, 2010:

							Approximate Dollar
					Total Number of		Value of Shares
	Total Number		Average		Shares Purchased		That May yet be
	of Shares		Price		as Part of Publicly		Purchased under
Period	Purchased		per Share		Announced Plan		the Plan
	(In thousands)				(In thousands)		(In thousands)
October 2010		—	$	—		—
November 2010		—		—		—
December 2010		140		44.13		140
Total		140	$	44.13		140	$	—

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Item 6.   Selected Consolidated Financial Data

	Year Ended December 31,
	2010		2009		2008			2007		2006
	(In thousands, except per share data)
Consolidated Statements of Income Data
Net revenue:
Product revenue	$	6,589,270	$	4,272,726	$	4,485,239		$	3,739,312	$	3,667,818
Income from Qualcomm Agreement(1)		206,696		170,611		—			—		—
Licensing revenue(2)		22,353		46,986		172,886			37,083		—
Total net revenue		6,818,319		4,490,323		4,658,125			3,776,395		3,667,818
Costs and expenses:
Cost of product revenue(3)		3,284,213		2,210,559		2,213,015			1,832,178		1,795,565
Research and development(3)		1,762,323		1,534,918		1,497,668			1,348,508		1,117,014
Selling, general and administrative(3)		590,572		479,362		543,117			492,737		504,012
Amortization of purchased intangible assets		27,570		14,548		3,392			1,027		2,347
Impairment of goodwill and other long-lived assets		19,045		18,895		171,593			1,500		—
Settlement costs, net		52,625		118,468		15,810			—		—
Restructuring costs (reversals)		111		7,501		(1,000	)		—		—
In-process research and development		—		—		42,400			15,470		5,200
Charitable contribution		—		50,000		—			—		—
Total operating costs and expenses		5,736,459		4,434,251		4,485,995			3,691,420		3,424,138
Income from operations		1,081,860		56,072		172,130			84,975		243,680
Interest income, net		9,032		13,901		52,201			131,069		118,997
Other income (expense), net		6,428		2,218		(2,016	)		3,412		3,964
Income before income taxes		1,097,320		72,191		222,315			219,456		366,641
Provision (benefit) for income taxes		15,520		6,930		7,521			6,114		(12,400	)
Net income	$	1,081,800	$	65,261	$	214,794		$	213,342	$	379,041
Net income per share (basic)(4)	$	2.13	$	0.13	$	0.42		$	0.39	$	0.69
Net income per share (diluted)(4)	$	1.99	$	0.13	$	0.41		$	0.37	$	0.64

	December 31,
	2010		2009		2008		2007		2006
	(In thousands)
Consolidated Balance Sheet Data
Cash and cash equivalents and short- and long-term marketable securities	$	4,058,381	$	2,367,990	$	1,898,122	$	2,403,652	$	2,801,598
Working capital		2,912,311		1,765,982		2,034,110		2,323,716		2,673,087
Goodwill and purchased intangible assets, net		2,042,937		1,480,541		1,341,201		1,423,328		1,214,174
Total assets		7,944,310		5,127,242		4,393,265		4,838,193		4,876,766
Total shareholders’ equity		5,826,089		3,891,846		3,607,067		4,036,148		4,191,666

(1)	Includes income relating to the Qualcomm Agreement that was entered into with Qualcomm in April 2009. See “Overview” section in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Notes 1 and 2 to Consolidated Financial Statements for a further discussion, included in Part IV, Item 15 of this Report.
(2)	Includes royalties of $19.0 million, $149.2 million and $31.8 million in 2009, 2008 and 2007, respectively, received pursuant to a patent license agreement that was entered into with Verizon Wireless in July 2007, which was completed in March 2009. See Note 2 of Notes to Consolidated Financial Statements.
(3)	Includes stock-based compensation expense resulting from stock options and restricted stock units we issued or assumed in acquisitions. See Note 9 of Notes to Consolidated Financial Statements.
(4)	See Notes 1 and 2 of Notes to Consolidated Financial Statements for an explanation of the calculation of net income per share.

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The following table presents details of product and total gross margin as a percentage of product and total revenue, respectively:

	Year Ended December 31,
	2010			2009			2008			2007			2006
	(In thousands)
Supplemental Gross Margin Data
Product gross margin		50.2	%		48.3	%		50.7	%		51.0	%		51.0	%
Total gross margin		51.8			50.8			52.5			51.5			51.0

The following table presents details of total stock-based compensation expense that is included in each functional line item in the consolidated statements of income data above:

	Year Ended December 31,
	2010		2009		2008		2007		2006
	(In thousands)
Supplemental Data on Stock-Based Compensation Expense
Cost of product revenue	$	22,502	$	24,545	$	24,997	$	26,470	$	24,589
Research and development		341,733		351,884		358,018		353,649		307,096
Selling, general and administrative		118,789		119,918		126,359		139,533		136,679

The tables above set forth our selected consolidated financial data. We prepared this information using the consolidated financial statements of Broadcom for the five years ended December 31, 2010. In addition, the consolidated financial statements include the results of operations of acquisitions commencing on their respective acquisition dates. See Note 3 of Notes to Consolidated Financial Statements.

You should read this selected consolidated financial data together with the Consolidated Financial Statements and related Notes contained in this Report and in our prior and subsequent reports filed with the SEC, as well as the section of this Report and our other reports entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis in conjunction with our Consolidated Financial Statements and related Notes thereto included in Part IV, Item 15 of this Report and the “Risk Factors” included in Part I, Item 1A of this Report, as well as other cautionary statements and risks described elsewhere in this Report, before deciding to purchase, hold or sell our common stock.

Overview

Broadcom Corporation (including our subsidiaries, referred to collectively in this Report as “Broadcom,” “we,” “our” and “us”) is a major technology innovator and global leader in semiconductors for wired and wireless communications. Our products enable the delivery of voice, video, data and multimedia to and throughout the home, the office and the mobile environment. We provide the industry’s broadest portfolio of state-of-the-art system-on-a-chip, or SoC, and software solutions to manufacturers of computing and networking equipment, digital entertainment and broadband access products, and mobile devices.

We sell our products to leading wired and wireless communications manufacturers in each of our reportable segments: Broadband Communications (Home), Mobile & Wireless (Hand) and Infrastructure & Networking (Infrastructure). Our Mobile & Wireless reportable segment comprises our Mobile Platforms and Wireless Connectivity businesses. Because we leverage our technologies across different markets, certain of our integrated circuits may be incorporated into products used in multiple markets. We utilize independent foundries and third-party subcontractors to manufacture, assemble and test all of our semiconductor products.

Our diverse product portfolio includes:

•  Broadband Communications (Solutions for the Home) — Highly integrated solutions for the connected home, including set-top-boxes and media servers, residential gateways, home networking, femtocells, high definition TV platforms, Blu-ray Disc players and digital video recorders (DVRs).

•  Mobile & Wireless (Solutions for the Hand) — Low-power, high-performance and highly integrated solutions powering the mobile ecosystem, including Wi-Fi and Bluetooth, cellular modems, personal navigation and global positioning, near field communications, multimedia and application processing, and mobile power management solutions.

•  Infrastructure & Networking (Solutions for Infrastructure) — Highly integrated solutions to carriers, service providers, enterprises, small-to-medium businesses and data centers for network infrastructure needs, including switches and physical layer (PHY) devices for local, metropolitan, wide area and storage networking; switch fabric solutions; and high-speed controllers.

Our product revenue consists principally of sales of semiconductor devices and, to a lesser extent, software licenses and royalties, development, support and maintenance agreements, data services and cancellation fees. The majority of our product sales occur through the efforts of our direct sales force. The remaining balance of our product sales occurs through distributors. Our licensing revenue and income is generated from the licensing of our intellectual property, of which the vast majority to date has been derived from agreements with two customers, Verizon Wireless and Qualcomm Incorporated. The licensing revenue from our agreement with Verizon Wireless ended in March 2009 and the income from the Qualcomm Agreement is non-recurring and will terminate in 2013. There can be no assurances that we will be able to enter into similar arrangements in the future. At December 31, 2010 we had deferred income of $47.1 million related to the Qualcomm Agreement.

The following table details the amount of licensing revenue from our agreement with Verizon Wireless and income from the Qualcomm Agreement that was recognized or is scheduled to be recognized from 2008 to 2013:

	Recognized						Scheduled to be Recognized
	2008		2009		2010		2011		2012		2013		Thereafter		Total
	(In thousands)
Income from Qualcomm Agreement	$	—	$	170,611	$	206,695	$	206,695	$	186,012	$	86,400	$	—	$	856,413
Licensing revenue from Verizon Wireless		149,232		18,968		—		—		—		—		—		168,200
	$	149,232	$	189,579	$	206,695	$	206,695	$	186,012	$	86,400	$	—	$	1,024,613

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Product Cycles.  The cycle for test, evaluation and adoption of our products by customers can range from three to more than nine months, with an additional three to more than twelve months before a customer commences volume production of equipment or devices incorporating our products. Due to this lengthy sales cycle, we may experience significant delays from the time we incur expenses for research and development, selling, general and administrative efforts, and investments in inventory, to the time we generate corresponding revenue, if any. The rate of new orders may vary significantly from month to month and quarter to quarter. If anticipated sales or shipments in any quarter do not occur when expected, expenses and inventory levels could be disproportionately high, and our results of operations for that quarter, and potentially for future quarters, would be materially and adversely affected.

Acquisition Strategy.  An element of our business strategy involves the acquisition of businesses, assets, products or technologies that allow us to reduce the time or costs required to develop new technologies and products and bring them to market, incorporate enhanced functionality into and complement our existing product offerings, augment our engineering workforce, and enhance our technological capabilities. We plan to continue to evaluate strategic opportunities as they arise, including acquisitions and other business combination transactions, strategic relationships, capital infusions and the purchase or sale of assets.

The accompanying consolidated financial statements include the results of operations of our acquired companies commencing on their respective acquisition dates. See Note 3 of Notes to Consolidated Financial Statements for additional information related to these acquisitions.

Operating Results for the Year Ended December 31, 2010

In 2010 our net income was $1.082 billion as compared to net income of $65.3 million in 2009, a difference of $1.017 billion. The increase in profitability was the direct result of a broad-based increase in net revenue of 51.8% in 2010, as compared to 2009. In addition, our total gross margin increased 100 basis points in 2010, as compared to 2009. Other 2010 highlights include the following:

•  Our cash and cash equivalents and marketable securities were $4.058 billion at December 31, 2010, compared with $2.368 billion at December 31, 2009. We generated cash flow from operations of $1.371 billion in 2010.

•  In January 2010 our Board of Directors adopted a dividend policy pursuant to which we intend to pay quarterly cash dividends to holders of our Class A and Class B common stock. We paid $163.4 million in dividends in 2010.

•  In February 2010, as part of Broadcom’s regular annual equity compensation review program, our Compensation Committee granted 10.1 million shares subject to equity awards, which included 2.2 million employee stock options and 7.9 million restricted stock units. At the date of grant, the amount of unearned stock-based compensation expense associated with these awards was $247.6 million and was estimated to be expensed from 2010 through 2014.

•  In February 2010 we announced that our Board of Directors had authorized an evergreen share repurchase program intended to offset the dilution associated with our stock incentive plans. Under this program we repurchased 3.9 million shares of our Class A common stock at a weighted average price of $32.32 per share in 2010. We repurchased an additional 5.2 million shares of our Class A common stock at a weighted average price of $29.75, which completed our share repurchase program announced in July 2008.

•  In March 2010 we acquired Teknovus, Inc., or Teknovus, a leading supplier of Ethernet Passive Optical Network chipsets and software for approximately $109.3 million, exclusive of $9.2 million of cash acquired. We also assumed $14.6 million of debt which was subsequently repaid.

•  In July 2010 we acquired Innovision Research & Technology PLC, or Innovision, a near-field communication, or NFC, technology company for $49.8 million, exclusive of $1.8 million of cash acquired.

•  In November 2010 we completed a private offering of $300 million aggregate principal amount of 1.500% Senior Notes due 2013 and $400 million aggregate principal amount of 2.375% Senior Notes due 2015. We also entered into a $500 million credit facility agreement. We did not draw on our credit facility in 2010.

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•  In November 2010 we acquired Percello Ltd., or Percello, a company that develops femtocell SoC solutions for $84.6 million, exclusive of $1.7 million of cash acquired. We may be required to pay up to $12.0 million in additional consideration to former Percello shareholders if certain revenue levels are achieved by the former Percello entity in 2011. The purchase price includes a liability of $0.1 million, which represents the estimated acquisition date fair value of the additional consideration payable to former Percello shareholders. We also issued 0.1 million restricted stock units to certain former employees of Percello who became employees of Broadcom upon the closing. The restricted stock units had a fair value of $3.1 million, of which $0.2 million was recorded as goodwill, and $2.9 million will be recognized as stock-based compensation expense over the next four years.

•  In November 2010 we acquired Beceem Communications, Inc., or Beceem, a company that develops SoC solutions for LTE and WiMAX 4G connectivity for $301.8 million, exclusive of $11.8 million of cash acquired. We assumed Beceem’s equity plan and subsequently issued 0.8 million Broadcom stock options. The stock options had a fair value of $22.6 million, of which $0.7 million was recorded as goodwill and $21.9 million will be recognized as stock-based compensation expense over the next three years.

•  In December 2010 we acquired Gigle Networks Inc., or Gigle, a company that develops SoC solutions for home networking over power lines for $75.8 million, exclusive of $1.4 million of cash acquired. We may be required to pay up to $8.0 million in additional consideration to former Gigle shareholders if certain revenue levels are achieved by the former Gigle entity in 2011. The purchase price includes a liability of $0.9 million, which represents the estimated acquisition date fair value of the additional consideration payable to former Gigle shareholders. We issued restricted stock units to certain former employees of Gigle who became employees of Broadcom upon the closing. The restricted stock units had a fair value of $1.1 million, of which $0.1 million was recorded as goodwill, and $1.0 million will be recognized as stock-based compensation expense over the next three years. We also issued employee stock options with a fair value of $0.7 million which will be recognized as stock-based compensation expense over the next three years.

Business Enterprise Segments

The following tables present details of our reportable segments and the “All Other” category:

	Reportable Segments
	Broadband		Mobile &		Infrastructure &		All
	Communications		Wireless		Networking		Other			Consolidated
	(In thousands)
Year ended December 31, 2010
Net revenue	$	2,134,373	$	2,889,226	$	1,587,775	$	206,945		$	6,818,319
Operating income (loss)		446,556		526,177		578,182		(469,055	)		1,081,860
Year ended December 31, 2009
Net revenue	$	1,525,193	$	1,719,998	$	1,055,553	$	189,579		$	4,490,323
Operating income (loss)		180,392		116,882		287,837		(529,039	)		56,072
Year ended December 31, 2008
Net revenue	$	1,722,671	$	1,528,178	$	1,258,044	$	149,232		$	4,658,125
Operating income (loss)		383,582		33,974		390,293		(635,719	)		172,130

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Included in the “All Other” category:	Year Ended December 31,
	2010			2009			2008
	(In thousands)
Net revenue	$	206,945		$	189,579		$	149,232
Stock-based compensation	$	483,024		$	496,347		$	509,374
Amortization of purchased intangible assets		58,594			30,744			19,249
Amortization of acquired inventory valuation step-up		9,644			9,225			2,161
Impairment of goodwill and other long-lived assets		19,045			18,895			171,593
Settlement costs, net		52,625			118,468			15,810
Restructuring costs (reversals)		111			7,501			(1,000	)
In-process research and development		—			—			42,400
Charitable contribution		—			50,000			—
Employer payroll tax on certain stock option exercises		12,541			4,866			3,966
Miscellaneous corporate allocation variances		40,416			(17,428	)		21,398
Total other operating costs and expenses	$	676,000		$	718,618		$	784,951
Total operating loss for the “All Other” category	$	(469,055	)	$	(529,039	)	$	(635,719	)

For additional information about our business enterprise segments, see further discussion in Note 13 of Notes to Consolidated Financial Statements.

Factors That May Impact Net Income

Our net income has been affected in the past, and may continue to be affected in the future, by various factors, including, but not limited to, the following:

•  volume of product sales and corresponding gross margin;

•  required levels of research and development and other operating costs;

•  stock-based compensation expense;

•  licensing and income from intellectual property;

•  deferral of revenue under multiple-element arrangements;

•  amortization of purchased intangible assets;

•  cash-based incentive compensation expense;

•  litigation costs and insurance recoveries, including our directors’ and officers’ insurance settlement;

•  settlement costs or gains;

•  adjustments to tax reserves and the results of income tax audits;

•  the loss of interest income resulting from lower average interest rates and investment balance reductions resulting from expenditures on repurchases of our Class A common stock, dividends and acquisitions of businesses;

•  impairment of goodwill and other long-lived assets;

•  charitable contributions;

•  other-than-temporary impairment of marketable securities and strategic investments;

•  restructuring costs or reversals thereof; and

•  gain (loss) on strategic investments.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with U.S. generally accepted accounting principles, or GAAP, requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses in the reporting period. We regularly evaluate our estimates and assumptions related to revenue recognition, rebates, allowances for doubtful accounts, sales returns and allowances, warranty reserves, inventory reserves, stock-based compensation

29

expense, goodwill and purchased intangible asset valuations, strategic investments, deferred income tax asset valuation allowances, uncertain tax positions, tax contingencies, self-insurance, restructuring costs, litigation and other loss contingencies. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue, costs and expenses that are not readily apparent from other sources. The actual results experienced by us may differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.

We believe the following are critical accounting policies that require us to make significant estimates, assumptions or judgments:

•  Net Revenue.  We recognize product revenue when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) our price to the customer is fixed or determinable and (iv) collection of the resulting accounts receivable is reasonably assured. These criteria are usually met at the time of product shipment. However, we do not recognize revenue when any significant obligations remain. Customer purchase orders and/or contracts are generally used to determine the existence of an arrangement. Shipping documents are used to verify product delivery. We assess whether a price is fixed or determinable based upon the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. We assess the collectibility of our accounts receivable based primarily upon the creditworthiness of the customer as determined by credit checks and analysis, as well as the customer’s payment history.

In arrangements that include a combination of semiconductor products and other elements, judgment is required to properly identify the accounting units of the multiple deliverable transactions and to determine the manner in which revenue should be allocated among the accounting units. We allocate the arrangement consideration based on each element’s relative fair value using vendor-specific objective evidence, or VSOE, third-party evidence, or estimated selling prices, as the basis of fair value. Revenue is recognized for the accounting units when the basic revenue recognition criteria are met. For further discussion, see “Recent Accounting Pronouncements” below.

A portion of our sales is made through distributors under agreements allowing for pricing credits and/or rights of return. These pricing credits and/or rights of return provisions prevent us from being able to reasonably estimate the final price of the inventory to be sold and the amount of inventory that could be returned pursuant to these agreements. As a result, the price to the customer is not fixed or determinable at the time we deliver products to our distributors. Accordingly, product revenue from sales made through these distributors is not recognized until the distributors ship the product to their customers. We also maintain inventory, or hubbing, arrangements with certain of our customers. Pursuant to these arrangements, we deliver products to a customer or a designated third party warehouse based upon the customer’s projected needs, but do not recognize product revenue unless and until the customer or third-party warehouse reports it has removed our product from the warehouse to be incorporated into its end products. Historically, we have had good visibility into customer requirements and shipments within a quarter. However, if a customer does not take our products under a hubbing arrangement in accordance with the schedule it originally provided to us, our future revenue stream could vary substantially from our forecasts and our results of operations could be materially and adversely affected. In addition, distributors and customers with hubbing arrangements provide us with periodic data regarding product, price, quantity, and customers when products are shipped to their customers, as well as the quantities of our products that they still have in stock. For specialized shipping terms we may rely on data provided by our freight forwarding providers. For our licensing revenue we rely on data provided by the licensee. Any error in the data provided to us by customers, distributors or other third parties could lead to inaccurate reporting of our total net revenue and net income.

We defer revenue and income when advance payments are received from customers before performance obligations have been completed and/or services have been performed. Deferred revenue does not include

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amounts from products delivered to distributors that the distributors have not yet sold through to their end customers.

•  Income from the Qualcomm Agreement.  The Qualcomm Agreement as discussed above, is a multiple element arrangement. We allocated the amount to be received under the Qualcomm Agreement amongst several elements. A gain from the settlement of litigation was immediately recognized and approximated the value of awards determined by the United States District Court for the Central District of California. The remaining consideration was predominantly associated with the transfer of current and future intellectual property rights, as well as the settlement of all other outstanding litigation, and is being recognized over the four year performance period as a single unit of accounting.

The value associated with the transfer of intellectual property rights and other elements was treated as a single unit of accounting and, based on the predominant nature of these elements, recognized them within net revenue over the contractual performance period of four years, beginning in 2009 and extending through 2013. The elements included: (i) an exchange of intellectual property rights, including in certain circumstances, a series of covenants not to assert claims of patent infringement under future patents issued within one to four years of the execution date of the agreement, (ii) the assignment of certain existing patents by Broadcom to Qualcomm with Broadcom retaining a royalty-free license under these patents, and (iii) the settlement of all outstanding litigation and claims between us and Qualcomm.

We consider the Qualcomm Agreement as predominantly related to the transfer of current and future intellectual property rights. This conclusion was based on (a) the amounts specifically awarded by the courts for the patents that were the subject of litigation for which appeals had been substantially exhausted and (b) the extensive nature of the rights transferred to Qualcomm, both for our existing patent portfolio and for the patents we would develop during the next one to four years. In addition, we obtained a third party valuation of the intellectual property rights. The inputs and assumptions we used in this valuation were from a market participant perspective and included projected revenue, royalty rates, estimated discount rates, useful lives and income tax rates, among others. The development of a number of these inputs and assumptions in our model requires significant amount of management judgment and is based upon a number of factors including the selection of industry comparables, market growth rates and other relevant factors. Changes in any number of these assumptions would have substantially changed the fair value assigned to the intellectual property rights. These inputs and assumptions represent management’s best estimates at the time of the transaction.

•  Sales Returns, Pricing Adjustments and Allowance for Doubtful Accounts.  We record reductions of revenue for estimated product returns and pricing adjustments, such as competitive pricing programs and rebates, in the same period that the related revenue is recorded. The amount of these reductions is based on historical sales returns, analysis of credit memo data, specific criteria included in rebate agreements, and other factors known at the time. We accrue 100% of potential rebates at the time of sale and do not apply a breakage factor. We reverse the accrual of unclaimed rebate amounts as specific rebate programs contractually end and when we believe unclaimed rebates are no longer subject to payment and will not be paid. Thus the reversal of unclaimed rebates may have a positive impact on our net revenue and net income in subsequent periods. Additional reductions of revenue would result if actual product returns or pricing adjustments exceed our estimates. We also maintain an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. If the financial condition of any customer were to deteriorate, resulting in an impairment of its ability to make payments, additional allowances could be required.

•  Inventory Write-Downs and Warranty Reserves.  We write down the carrying value of our inventory to net realizable value for estimated obsolescence or unmarketable inventory in an amount equal to the difference between the cost of inventory and its estimated realizable value based upon assumptions about future demand and market conditions. If actual demand and market conditions are less favorable than those projected by management, additional inventory write-downs could be required. Under the hubbing arrangements that we maintain with certain customers, we own inventory that is physically located in a customer’s or third party’s warehouse. As a result, our ability to effectively manage inventory levels may be

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impaired, which would cause our total inventory turns to decrease. In that event, our expenses associated with excess and obsolete inventory could increase and our cash flow could be negatively impacted. Our products typically carry a one to three year warranty. We establish reserves for estimated product warranty costs at the time revenue is recognized. Although we engage in extensive product quality programs and processes, our warranty obligation has been and may in the future be affected by product failure rates, product recalls, repair or field replacement costs and additional development costs incurred in correcting any product failure, as well as possible claims for consequential costs. Should actual product failure rates, use of materials or service delivery costs differ from our estimates, additional warranty reserves could be required. In that event, our product gross margins would be reduced.

•  Stock-Based Compensation Expense.  All share-based payments, including grants of stock options, restricted stock units and employee stock purchase rights, are recognized in our financial statements based upon their respective grant date fair values. The fair value of each employee stock option and employee stock purchase right is estimated on the date of grant using an option pricing model that meets certain requirements. We currently use the Black-Scholes option pricing model to estimate the fair value of our stock options and stock purchase rights. Although we utilize the Black-Scholes model, which meets established requirements, the fair values generated by the model may not be indicative of the actual fair values of our equity awards as it does not consider certain factors important to those awards to employees, such as continued employment and periodic vesting requirements as well as limited transferability. The determination of the fair value of share-based payment awards utilizing the Black-Scholes model is affected by our stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. We use the implied volatility for traded options on our stock as the expected volatility assumption required in the Black-Scholes model. Our selection of the implied volatility approach is based on the availability of data regarding actively traded options on our stock as we believe that implied volatility is more representative of fair value than historical volatility. The expected life of the stock options is based on historical and other economic data trended into the future. The risk-free interest rate assumption is based on observed interest rates appropriate for the expected terms of our stock options and stock purchase rights. Prior to 2010, our dividend yield assumption excluded dividend payouts. In 2010 we began to pay quarterly dividends and included that assumption in our fair value calculations. The fair value of our restricted stock units is based on the closing market price of our Class A common stock on the date of grant less our expected dividend yield. We evaluate the assumptions used to value stock awards on a quarterly basis. If factors change and we employ different assumptions, stock-based compensation expense may differ significantly from what we have recorded in the past. If there are any modifications or cancellations of the underlying unvested securities, we may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. To the extent that we grant additional equity securities to employees or we assume unvested securities in connection with any acquisitions, our stock-based compensation expense will be increased by the additional unearned compensation resulting from those additional grants or acquisitions.

•  Goodwill and Purchased Intangible Assets.  Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the acquired net tangible and intangible assets. Effective January 1, 2009 in-process research and development, or IPR&D, and defensive assets acquired are capitalized. Prior to 2009 IPR&D was expensed immediately. The amounts and useful lives assigned to intangible assets acquired, other than goodwill, impact the amount and timing of future amortization thereof. The value of our intangible assets, including goodwill, could be impacted by future adverse changes such as: (i) any future declines in our operating results, (ii) a decline in the valuation of technology company stocks, including the valuation of our common stock, (iii) a significant slowdown in the worldwide economy or the semiconductor industry, (iv) any failure to meet the performance projections included in our forecasts of future operating results or (v) the abandonment of any of our acquired in-process research and development projects. We evaluate these assets, including purchased intangible assets deemed to have indefinite lives, on an annual basis in the fourth quarter or more frequently if we believe indicators of impairment exist. In our annual impairment review, we primarily use the income approach methodology of valuation that includes the discounted cash flow method as well as other generally accepted valuation methodologies to determine the fair value of our intangible assets. Significant management

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judgment is required in the forecasts of future operating results that are used in the discounted cash flow method of valuation. It is possible, however, that the plans may change and estimates used may prove to be inaccurate. If our actual results, or the plans and estimates used in future impairment analyses, are lower than the original estimates used to assess the recoverability of these assets, we could incur additional impairment charges.

•  Deferred Taxes and Uncertain Tax Positions.  We utilize the asset and liability method of accounting for income taxes. We record a valuation allowance to reduce our deferred tax assets to the amount that we believe is more likely than not to be realized. In assessing the need for a valuation allowance, we consider all positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance. Forming a conclusion that a valuation allowance is not required is difficult when there is negative evidence such as cumulative losses in recent years. As a result of our cumulative losses in the U.S. and certain foreign jurisdictions, our U.S. tax losses after tax deductions for stock-based compensation, and the full utilization of our loss carryback opportunities, we have concluded that a full valuation allowance against our net deferred tax assets is appropriate in the U.S. and certain foreign jurisdictions. In certain other foreign jurisdictions where we do not have cumulative losses, we record valuation allowances to reduce our net deferred tax assets to the amount we believe is more likely than not to be realized. In the future, if we realize a deferred tax asset that currently carries a valuation allowance, we may record a reduction of income tax expense in the period of such realization. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. Income tax positions that previously failed to meet the more-likely-than-not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met. As a multinational corporation, we are subject to taxation in many jurisdictions, and the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. If we ultimately determine that the payment of these liabilities will be unnecessary, we reverse the liability and recognize a tax benefit during the period in which we determine the liability no longer applies. Conversely, we record additional tax charges in a period in which we determine that a recorded tax liability is less than we expect the ultimate assessment to be. The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability for U.S. or foreign taxes may be materially different from our estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities.

•  Litigation and Settlement Costs.  We are involved in disputes, litigation and other legal proceedings. We prosecute and defend these matters aggressively. However, there are many uncertainties associated with any litigation, and we cannot assure you that these actions or other third party claims against us will be resolved without costly litigation and/or substantial settlement costs. In addition, the resolution of intellectual property litigation may require us to pay damages for past infringement or to obtain a license under the other party’s intellectual property rights that could require one-time license fees or running royalties, which could adversely impact product gross margins in future periods, or could prevent us from manufacturing or selling some of our products or limit or restrict the type of work that employees involved in such litigation may perform for Broadcom. If any of those events were to occur, our business, financial condition and results of operations could be materially and adversely affected. We record a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. There is significant judgment required in both the probability determination and as to whether an exposure can be reasonably estimated. However, the outcomes of legal proceedings and/or our ability to settle disputes on terms acceptable to us are subject to significant uncertainty. Should we choose to pay significant sums in settling a dispute or should material legal matters be resolved against the Company, the operating results of a particular reporting period could be materially adversely affected.

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Results of Operations

The following table sets forth certain Consolidated Statements of Income data expressed as a percentage of net revenue for the periods indicated:

	Year Ended December 31,
	2010			2009			2008
Net revenue:
Product revenue		96.7	%		95.2	%		96.3	%
Income from Qualcomm Agreement		3.0			3.8			—
Licensing revenue		0.3			1.0			3.7
Total net revenue		100.0	%		100.0	%		100.0	%
Costs and expenses:
Cost of product revenue		48.2			49.2			47.5
Research and development		25.7			34.2			32.1
Selling, general and administrative		8.7			10.7			11.7
Amortization of purchased intangible assets		0.4			0.3			0.1
Impairment of goodwill and other long-lived assets		0.3			0.4			3.7
Settlement costs, net		0.8			2.7			0.3
Restructuring costs (reversals)		—			0.2			—
In-process research and development		—			—			0.9
Charitable contribution		—			1.1			—
Total operating costs and expenses		84.1			98.8			96.3
Income from operations		15.9			1.2			3.7
Interest income, net		0.1			0.3			1.1
Other income (expense), net		0.1			0.1			—
Income before income taxes		16.1			1.6			4.8
Provision for income taxes		0.2			0.1			0.2
Net income		15.9	%		1.5	%		4.6	%

The following table presents details of product and total gross margin as a percentage of product and total revenue, respectively:

	Year Ended December 31,
	2010			2009			2008
Product gross margin		50.2	%		48.3	%		50.7	%
Total gross margin		51.8			50.8			52.5

The following table presents details of total stock-based compensation expense as a percentage of net revenue included in each functional line item in the consolidated statements of income data above:

	Year Ended December 31,
	2010			2009			2008
Cost of product revenue		0.3	%		0.5	%		0.5	%
Research and development		5.0			7.8			7.7
Selling, general and administrative		1.7			2.7			2.7

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Years Ended December 31, 2010 and 2009

Net Revenue, Cost of Product Revenue, Product Gross Margin, and Total Gross Margin

The following tables present net revenue, cost of product revenue, product gross margin and total gross margin:

	Year Ended December 31,
	2010						2009
				% of Net						% of Net			Increase			%
	Amount			Revenue			Amount			Revenue			(Decrease)			Change
	(In thousands, except percentages)
Product revenue	$	6,589,270			96.7	%	$	4,272,726			95.2	%	$	2,316,544			54.2	%
Income from Qualcomm Agreement		206,696			3.0			170,611			3.8			36,085			21.2
Licensing revenue		22,353			0.3			46,986			1.0			(24,633	)		(52.4	)
Total net revenue	$	6,818,319			100.0	%	$	4,490,323			100.0	%	$	2,327,996			51.8
Cost of product revenue(1)	$	3,284,213			48.2	%	$	2,210,559			49.2	%	$	1,073,654			48.6
Product gross margin		50.2	%					48.3	%					1.9	%
Total gross margin		51.8	%					50.8	%					1.0	%

	Three Months Ended
	December 31, 2010						September 30, 2010
				% of Net						% of Net			Increase			%
	Amount			Revenue			Amount			Revenue			(Decrease)			Change
	(In thousands, except percentages)
Product revenue	$	1,889,139			97.1	%	$	1,748,692			96.8	%	$	140,447			8.0	%
Income from Qualcomm Agreement		51,674			2.7			51,674			2.9			—			—
Licensing revenue		4,742			0.2			5,651			0.3			(909	)		(16.1	)
Total net revenue	$	1,945,555			100.0	%	$	1,806,017			100.0	%	$	139,538			7.7
Cost of product revenue(1)	$	955,711			49.1	%	$	871,951			48.3	%	$	83,760			9.6
Product gross margin		49.4	%					50.1	%					(0.7	)%
Total gross margin		50.9	%					51.7	%					(0.8	)%

(1) Includes stock-based compensation expense resulting from stock options, stock purchase rights and restricted stock units we issued or assumed in acquisitions. For a further discussion of stock-based compensation expense, see the section entitled “Stock-Based Compensation Expense” below.

Net Revenue.  Our product revenue is generated principally by sales of our semiconductor devices. Our Broadband Communications products include solutions for cable modems, DSL applications, digital cable, direct broadcast satellite and IP set-top boxes, digital TVs and high definition DVD and personal video recording devices. Our Mobile & Wireless products include wireless LAN, cellular, touch controller, GPS, Bluetooth, mobile multimedia and applications processors, mobile power management and VoIP solutions. Our Infrastructure & Networking products include Ethernet transceivers, controllers, switches, broadband network and security processors and server chipsets. Our licensing revenue and income from the Qualcomm Agreement is generated from the licensing of intellectual property.

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The following table presents net revenue from each of our reportable segments and its respective contribution to net revenue:

	Year Ended December 31,
	2010					2009
			% of Net					% of Net					%
	Amount		Revenue			Amount		Revenue			Increase		Change
	(In thousands, except percentages)
Broadband Communications	$	2,134,373		31.3	%	$	1,525,193		34.0	%	$	609,180		39.9	%
Mobile & Wireless		2,889,226		42.4			1,719,998		38.3			1,169,228		68.0
Infrastructure & Networking		1,587,775		23.3			1,055,553		23.5			532,222		50.4
All other(1)		206,945		3.0			189,579		4.2			17,366		9.2
Total net revenue	$	6,818,319		100.0	%	$	4,490,323		100.0	%	$	2,327,996		51.8

(1) Includes (i) income relating to the Qualcomm Agreement that was entered into in April 2009, (ii) royalties received pursuant to a patent license agreement that was entered into with Verizon Wireless in July 2007 which was completed in March 2009 and (iii) other revenue from certain patent agreements, each previously reported in our Mobile & Wireless reportable segment. See Notes 1 and 2 of Notes to Consolidated Financial Statements.

The increase in net revenue from our Broadband Communications reportable segment resulted primarily from an increase in demand for digital set-top boxes and broadband modems. The increase in net revenue from our Mobile & Wireless reportable segment resulted primarily from the increase in demand for our wireless connectivity combo solutions, as well as the ramp of our cellular products. The increase in net revenue from our Infrastructure & Networking reportable segment resulted primarily from an increase in demand for our Ethernet switching products. The increase in our “All Other” category was the result of a $36.1 million increase in income received from the Qualcomm Agreement, offset in part by a $19.0 million decrease in licensing revenue from our agreement with Verizon Wireless, which was completed in March 2009.

The following table presents net revenue from each of the reportable segments and its respective contribution to net revenue:

	Three Months Ended
	December 31,					September 30,
	2010					2010
			% of Net					% of Net					%
	Amount		Revenue			Amount		Revenue			Increase		Change
	(In thousands, except percentages)
Broadband Communications	$	576,966		29.7	%	$	561,519		31.1	%	$	15,447		2.8	%
Mobile & Wireless		907,484		46.7			797,395		44.2			110,089		13.8
Infrastructure & Networking		409,431		20.9			395,429		21.8			14,002		3.5
All other(1)		51,674		2.7			51,674		2.9			—		—
Total net revenue	$	1,945,555		100.0	%	$	1,806,017		100.0	%	$	139,538		7.7

(1) Includes income relating to the Qualcomm Agreement that was entered into with Qualcomm in April 2009 that was previously reported in our Mobile & Wireless reportable segment. See discussion above in the “Overview” section and Notes 1 and 2 of Notes to Consolidated Financial Statements.

The increase in net revenue from our Broadband Communications reportable segment resulted primarily from an increase in demand for digital set-top boxes. The increase in net revenue from our Mobile & Wireless reportable segment resulted primarily from the increase in demand for cellular products and our wireless combo solutions. The increase in net revenue from our Infrastructure & Networking reportable segment resulted primarily from an increase in demand for our Ethernet switching products.

We recorded rebates to certain customers of $526.1 million, or 7.7% of net revenue and $311.7 million, or 6.9% of net revenue in 2010 and 2009, respectively. The increase in rebates in 2010 was attributable to the increase in net revenue along with a change to the mix in sales to customers that participate in our rebate programs, primarily an increase in the Mobile & Wireless area. We anticipate that accrued rebates will vary in future periods based upon the level of overall sales to customers that participate in our rebate programs. We reversed accrued rebates of $4.4 million and $10.5 million in 2010 and 2009, respectively.

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From time to time, our key customers place large orders causing our quarterly net revenue to fluctuate significantly. We expect that these fluctuations will continue and that they may be exaggerated by the seasonal variations in consumer products and changes in the overall economic environment. Additionally, since we own inventory that is physically located in a third party’s warehouse, our ability to effectively manage inventory levels may be impaired, causing our total inventory turns to decrease, which could increase expenses associated with excess and obsolete products and negatively impact our cash flow.

For these and other reasons, our total net revenue and results of operations for the year ended December 31, 2010 and prior periods may not necessarily be indicative of future net revenue and results of operations.

Concentration of Net Revenue

Income from the Qualcomm Agreement is expected to be recognized through 2013 as follows:

	2011		2012		2013		Thereafter		Total
	(In thousands)
Income from Qualcomm Agreement	$	206,695	$	186,012	$	86,400	$	—	$	479,107

The following table presents details of our product net revenue:

	Year Ended December 31,
	2010			2009			2008
Product sales through direct sales force(1)		77.6	%		78.8	%		83.6	%
Product sales through distributors(2)		22.4			21.2			16.4
		100.0	%		100.0	%		100.0	%

(1)	Includes 7.8%, 7.1% and 6.1% of product sales maintained under hubbing arrangements with certain of our customers in 2010, 2009 and 2008, respectively.
(2)	Includes 7.9%, 8.1% and 4.4% of product sales maintained under fulfillment distributor arrangements in 2010, 2009 and 2008, respectively.

Sales to our significant customers, including sales to their manufacturing subcontractors, as a percentage of net revenue were as follows:

	Year Ended December 31,
	2010			2009			2008
Apple		11.1	%		*			*
Samsung		10.0			10.3	%		*
Five largest customers as a group		38.9			34.6			35.8	%

* Less than 10% of net revenue.

We expect that our largest customers will continue to account for a substantial portion of our total net revenue for the foreseeable future. The identities of our largest customers and their respective contributions to our total net revenue have varied and will likely continue to vary from period to period.

Product revenue derived from shipments to international destinations, as a percentage of product revenue was as follows:

	Year Ended December 31,
	2010			2009			2008
China (exclusive of Hong Kong)		30.4	%		28.3	%		29.5	%
Hong Kong		26.0			24.8			27.9
Other Asia (primarily in Singapore and Taiwan)		36.8			37.6			29.3
Europe (primarily in Sweden, Hungary, France, Romania)		2.4			2.7			2.8
Other		1.6			1.4			2.3
		97.2	%		94.8	%		91.8	%

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All of our revenue to date has been denominated in U.S. dollars.

Factors That May Impact Net Revenue

The demand for our products and the subsequent recognition of net revenue has been affected in the past, and may continue to be affected in the future, by various factors, including, but not limited to, the following:

•  general economic and specific conditions in the markets we address, including the continuing volatility in the technology sector and semiconductor industry, trends in the wired and wireless communications markets in various geographic regions, including seasonality in sales of consumer products into which our products are incorporated;

•  the timing, rescheduling or cancellation of significant customer orders and our ability, as well as the ability of our customers and distributors, to manage inventory;

•  the timing of our distributors’ shipments to their customers or when products are taken by our customers under hubbing arrangements;

•  our ability to specify, develop or acquire, complete, introduce, market and transition to volume production new products and technologies in a cost effective and timely manner;

•  the rate at which our present and future customers and end-users adopt/ramp our products and technologies;

•  the qualification, availability and pricing of competing products and technologies and the resulting effects on sales and pricing of our products; and

•  the availability of credit and financing, which may lead certain of our customers to reduce their level of purchases or to seek credit or other accommodations from us.

Cost of Product Revenue, Product Gross Margin and Total Gross Margin.  Cost of product revenue comprises the cost of our semiconductor devices, which consists of the cost of purchasing finished silicon wafers manufactured by independent foundries, costs associated with our purchase of assembly, test and quality assurance services and packaging materials for semiconductor products, as well as royalties paid to vendors for use of their technology. Also included in cost of product revenue is the amortization of purchased technology, and manufacturing overhead, including costs of personnel and equipment associated with manufacturing support, product warranty costs, provisions for excess and obsolete inventories, and stock-based compensation expense for personnel engaged in manufacturing support. Product gross margin is product revenue less cost of product revenue divided by product revenue and does not include income from the Qualcomm Agreement and revenue from the licensing of intellectual property. Total gross margin is total net revenue less cost of product revenue divided by total net revenue.

Product gross margin increased from 48.3% in 2009 to 50.2% in 2010 primarily as a result of cost reductions in each of our reportable segments as we continued our transition to 40 nanometer process technology. Other factors that contributed to the increase in product gross margin were: (i) fixed costs being spread over a higher revenue base (ii) higher margins in our infrastructure and networking products offset by (iii) a net increase in excess and obsolete inventory provisions of $7.3 million due to an increase in the provision for digital TV products.

Product gross margin decreased from 50.1% in the three months ended September 30, 2010 to 49.4% in the three months ended December 31, 2010 primarily as a result of (i) a net increase in warranty provisions of $10.8 million primarily related to specific claims recorded to cover anticipated customer warranty, repair, return, replacement and other associated costs arising from a significant component derived from a recent acquisition, offset in part by (ii) a reduction in the excess and obsolete inventory provision of $5.7 million, and fixed costs being spread over a higher revenue base.

Factors That May Impact Product and Total Gross Margin

Our product and total gross margin has been affected in the past, and may continue to be affected in the future, by various factors, including, but not limited to, the following:

•  our product mix and volume of product sales (including sales to high volume customers);

•  the positions of our products in their respective life cycles;

•  introduction of products with lower margins;

•  the effects of competition;

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•  the effects of competitive pricing programs and rebates;

•  provisions for excess and obsolete inventories and their relationship to demand volatility;

•  manufacturing cost efficiencies and inefficiencies;

•  fluctuations in direct product costs such as silicon wafer costs and assembly, packaging and testing costs, and other fixed costs;

•  our ability to create cost advantages through successful integration and convergence;

•  our ability to advance to the next technology node faster than our competitors;

•  licensing royalties payable by us;

•  product warranty costs;

•  fair value of acquired tangible and intangible assets;

•  amortization of acquired inventory valuation step-up; and

•  reversals of unclaimed rebates and warranty reserves.

Typically our newly introduced products have lower gross margins until we commence volume production and launch lower cost revisions of such products enabling us to benefit from economies of scale and more efficient designs. Our product and total gross margin may also be impacted by additional stock-based compensation expense and changes therein, as discussed below, and the amortization of purchased intangible assets related to future acquisitions.

Research and Development Expense

Research and development expense consists primarily of salaries and related costs of employees engaged in research, design and development activities, including stock-based compensation expense. Development and design costs consist primarily of costs related to engineering design tools, mask and prototyping costs, testing and subcontracting costs. In addition, we incur costs related to facilities and equipment expense, among other items.

The following table presents details of research and development expense:

	Year Ended December 31,
	2010					2009
			% of Net					% of Net			Increase			%
	Amount		Revenue			Amount		Revenue			(Decrease)			Change
	(In thousands, except percentages)
Salaries and benefits	$	928,956		13.6	%	$	770,112		17.2	%	$	158,844			20.6	%
Stock-based compensation(1)		341,733		5.0			351,884		7.8			(10,151	)		(2.9	)
Development and design costs		273,682		4.0			211,494		4.7			62,188			29.4
Other		217,952		3.1			201,428		4.5			16,524			8.2
Research and development	$	1,762,323		25.7	%	$	1,534,918		34.2	%	$	227,405			14.8

(1) Includes stock-based compensation expense resulting from stock options, stock purchase rights and restricted stock units we issued or assumed in acquisitions. For a further discussion of stock-based compensation expense, see the section entitled “Stock-Based Compensation Expense” below.

The increase in salaries and benefits was primarily attributable to an increase in headcount of approximately 1,300 personnel; bringing total headcount to approximately 6,800 personnel. This represents a 23.6% increase from our December 31, 2009 levels, and was predominantly in each of our reportable segments as a result of both organic growth and our 2010 acquisitions. Salary increases were also attributable to increased incentive compensation. Development and design costs increased due to increases in mask, prototyping, testing and engineering design tool costs stemming from our continued transition of products to 40 nanometer process technologies. Development and design costs vary from period to period depending on the timing, development and tape-out of various products.

We expect research and development costs to increase as a result of growth in, and diversification of, the markets we serve, new product opportunities, the number of design wins that go into production, changes in our compensation policies, and any expansion into new markets and technologies.

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We remain committed to significant research and development efforts to extend our technology leadership in the wired and wireless communications markets in which we operate. The majority of our new products are now designed in 40 nanometer CMOS processes, and we are preparing for the 28 nanometer process. We currently hold more than 4,800 U.S. and more than 2,000 foreign patents and have more than 7,800 additional U.S. and foreign pending patent applications. We maintain an active program of filing for and acquiring additional U.S. and foreign patents in wired and wireless communications and other fields.

Selling, General and Administrative Expense

Selling, general and administrative expense consists primarily of personnel-related expenses, including stock-based compensation expense, legal and other professional fees, facilities expenses and communications expenses.

The following table presents details of selling, general and administrative expense:

	Year Ended December 31,
	2010					2009
			% of Net					% of Net			Increase			%
	Amount		Revenue			Amount		Revenue			(Decrease)			Change
	(In thousands, except percentages)
Salaries and benefits	$	240,176		3.5	%	$	194,336		4.3	%	$	45,840			23.6	%
Stock-based compensation(1)		118,789		1.7			119,918		2.7			(1,129	)		(0.9	)
Legal and accounting fees		139,795		2.1			110,205		2.5			29,590			26.8
Other		91,812		1.4			54,903		1.2			36,909			67.2
Selling, general and administrative	$	590,572		8.7	%	$	479,362		10.7	%	$	111,210			23.2

(1) Includes stock-based compensation expense resulting from stock options, stock purchase rights and restricted stock units we issued or assumed in acquisitions. For a further discussion of stock-based compensation expense, see the section entitled “Stock-Based Compensation Expense” below.

The increase in salaries and benefits was primarily attributable to an increase in headcount of approximately 300 personnel, which represents a 23.1% increase from our December 31, 2009 levels, as well as higher incentive compensation. The increase in legal and accounting fees in 2010 was primarily related to a 2009 recovery of legal fees of $91.3 million under our directors’ and officers’ insurance policies, which reduced our 2009 legal fees. Legal fees consist primarily of attorneys’ fees and expenses related to our outstanding intellectual property and prior years’ stock option backdating securities litigation, patent prosecution and filings and various other transactions. Legal fees fluctuate from period to period due to the nature, scope, timing and costs of the matters in litigation. See Note 12 of Notes to Consolidated Financial Statements for further information. The increase in the Other line item in the above table is primarily attributable to an increase in facilities and travel expenses.

Stock-Based Compensation Expense

The following table presents details of total stock-based compensation expense that is included in each functional line item in our consolidated statements of income:

	Year Ended December 31,
	2010					2009
			% of Net					% of Net						%
	Amount		Revenue			Amount		Revenue			(Decrease)			Change
	(In thousands, except percentages)
Cost of product revenue	$	22,502		0.3	%	$	24,545		0.5	%	$	(2,043	)		(8.3	)%
Research and development		341,733		5.0			351,884		7.8			(10,151	)		(2.9	)
Selling, general and administrative		118,789		1.7			119,918		2.7			(1,129	)		(0.9	)
	$	483,024		7.0	%	$	496,347		11.0	%	$	(13,323	)		(2.7	)

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We recognize stock-based compensation expense related to share-based awards, resulting from stock options, stock purchase rights and restricted stock units we issued or assumed in acquisitions over their respective service periods. Unearned stock-based compensation is principally amortized ratably over the service periods of the underlying stock options and restricted stock units, generally 48 months and 16 quarters, respectively. If there are any modifications or cancellations of the underlying unvested awards, we may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. Future stock-based compensation expense and unearned stock-based compensation will increase to the extent that we grant additional equity awards to employees or assume unvested equity awards in connection with acquisitions.

The following table presents details of unearned stock-based compensation currently estimated to be expensed in 2011 through 2014 related to unvested share-based payment awards at December 31, 2010:

	2011		2012		2013		2014		Thereafter		Total
	(In thousands)
Unearned stock-based compensation	$	420,700	$	252,097	$	129,556	$	23,329	$	—	$	825,682

See Note 9 of Notes to Consolidated Financial Statements for a discussion of activity related to share-based awards.

Amortization of Purchased Intangible Assets

The following table presents details of the amortization of purchased intangible assets included in the cost of product revenue and other operating expense categories:

	Year Ended December 31,
	2010					2009
			% of Net					% of Net					%
	Amount		Revenue			Amount		Revenue			Increase		Change
	(In thousands, except percentages)
Cost of product revenue	$	31,024		0.5	%	$	16,196		0.4	%	$	14,828		91.6	%
Other operating expenses		27,570		0.4			14,548		0.3			13,022		89.5
	$	58,594		0.9	%	$	30,744		0.7	%	$	27,850		90.6

The following table presents details of the amortization of existing purchased intangible assets, including IPR&D that is currently estimated to be expensed in 2011 and thereafter. If we acquire additional purchased intangible assets in the future, our cost of product revenue or operating expenses will be increased by the amortization of those assets.

	Purchased Intangible Assets Amortization by Year
	2011		2012		2013		2014		2015		Thereafter		Total
	(In thousands)
Cost of product revenue	$	58,508	$	71,915	$	62,917	$	48,462	$	29,101	$	37,251	$	308,154
Other operating expenses		27,810		10,057		3,359		3,376		3,444		9,640		57,686
	$	86,318	$	81,972	$	66,276	$	51,838	$	32,545	$	46,891	$	365,840

Impairment of Goodwill and Other Long-Lived Assets

We performed annual impairment assessments of the carrying value of goodwill in October 2010, 2009 and 2008. We compared the carrying value of each of our reporting units that existed at those times to its estimated fair value.

We estimated the fair values of our reporting units primarily using the income approach valuation methodology, which includes the discounted cash flow method, taking into consideration the market approach and certain market multiples as a validation of the values derived using the discounted cash flow methodology. The discounted cash flows for each reporting unit were based on discrete financial forecasts developed by management for planning purposes. Cash flows beyond the discrete forecasts were estimated using a terminal value calculation,

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which incorporated historical and forecasted financial trends for each identified reporting unit and considered long-term earnings growth rates for publicly traded peer companies. Future cash flows were discounted to present value by incorporating appropriate present value techniques.

Specifically, the income approach valuations included the following assumptions:

	Valuation Assumptions
	2010	2009	2008
Discount Rate	12.0% - 17.7%	12.0% - 17.5%	15.0% - 17.0%
Perpetual Growth Rate	4.0%	4.0%	4.0% - 5.0%
Tax	17.0%	17.0%	10.0%
Risk Free Rate	3.4%	4.0%	4.3%
Peer Company Beta	1.26 - 1.52	1.24 - 1.69	1.83 - 2.50

Based on our 2010 and 2009 impairment assessments, we believe we have no at-risk goodwill. At December 31, 2010 our Broadband Communications, Infrastructure & Networking and Mobile & Wireless (which includes our Mobile Platforms and Wireless Connectivity reporting units) reporting segments had the following goodwill balances, $594.9 million, $623.3 million and $447.5 million, respectively. At December 31, 2009 our Broadband Communications, Infrastructure & Networking and Mobile & Wireless reporting segments had the following goodwill balances, $483.0 million, $587.5 million and $259.1 million, respectively. At December 31, 2008 our Broadband Communications, Infrastructure & Networking and Mobile & Wireless reporting segments had the following goodwill balances, $483.8 million, $536.4 million and $259.1 million, respectively.

Upon completion of the October 2010 and 2009 annual impairment assessments, we determined no impairment was indicated as the estimated fair value of each of the reporting units exceeded its respective carrying value. Upon completion of the October 2008 assessment, we determined that the carrying value of the Mobile Platforms reporting unit exceeded its estimated fair value. Because indicators of impairment existed for this business group, we performed the second step of the test to determine the fair value of the goodwill of the Mobile Platforms reporting unit.

In 2010 we recorded an impairment charge of $17.3 million related to a Sunext technology license that was acquired in 2008. In 2009 we recorded impairment charges to customer relationships, developed technology and certain other assets of $18.9 million related to the acquisition of the DTV Business of AMD. The primary factor contributing to these impairment charges was the continued reduction in our revenue outlook for these businesses, and the related decrease to the estimated cash flows indentified with the impaired assets.

The implied fair value of goodwill was determined in the same manner utilized to estimate the amount of goodwill recognized in a business combination. As part of the second step of the impairment test performed in 2008, we calculated the fair value of certain assets, including developed technology, IPR&D assets and customer relationships. To determine the implied value of goodwill, fair values were allocated to the assets and liabilities of the Mobile Platforms reporting unit as of October 1, 2008. The implied fair value of goodwill was measured as the difference between the fair value of the Mobile Platforms reporting unit over the amounts assigned to its assets and liabilities. The impairment loss for the Mobile Platforms reporting unit was measured by the amount the carrying value of goodwill exceeded the implied fair value of the goodwill. Based on this assessment, we recorded a charge of $149.7 million in the three months ended December 31, 2008, which represented all of the related goodwill of our Mobile Platforms reporting unit at that time.

We also reviewed other long-lived tangible assets for impairment. An impairment in the carrying value of an asset group is recognized whenever anticipated future undiscounted cash flows from an asset group are estimated to be less than its carrying value. The amount of impairment recognized is the difference between the carrying value of the assets and their fair values. Fair value estimates are based on assumptions concerning the amount and timing of estimated future cash flows and assumed discount rates, reflecting varying degrees of perceived risk. We utilized appraisals to assess the reasonableness of the fair values estimated using the discounted cash flow methodology. Based on this evaluation we recorded an impairment charge of $19.8 million related to the property and equipment of our Mobile Platforms reporting unit in the three months ended December 31, 2008.

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The primary factors contributing to the Mobile Platforms reporting unit impairment charges were the recent significant economic downturn, which caused a decline in the cellular market, as well as tempered expectations of the future growth rate for that market, and an increase in our implied discount rate due to higher risk premiums, as well as the decline in our market capitalization. We adjusted our assumptions used to calculate the estimated fair value of the Mobile Platforms reporting unit to account for these macroeconomic changes.

Settlement Costs (Gains)

We recorded settlement costs of $52.6 million in 2010 primarily related to licensing and settlement agreements and certain employment tax items. In 2009 we incurred settlement costs of $183.8 million, partially offset by settlement gains of $65.3 million, resulting in $118.5 million of net settlement costs.

In December 2009 we agreed in principle to the settlement of the Stock Option Class Actions. We subsequently entered into a stipulation and agreement of settlement of the Stock Option Class Actions dated as of April 30, 2010, which provides for the claims against Broadcom and its current and former officers and directors to be dismissed with prejudice and released in exchange for a $160.5 million cash payment by Broadcom. We recorded the settlement amount as a one-time charge in our statement of income for the three months and year ended December 31, 2009 and subsequent payment was made in June 2010 into a settlement fund.

For further discussion of litigation matters, see Note 12 of Notes to the Consolidated Financial Statements.

We recorded settlement gains of $65.3 million related to the Qualcomm Agreement in 2009. For a further discussion of this agreement, see “Qualcomm Agreement” in the Overview section above. In addition, we recorded settlement costs of $12.1 million related to a payment to the Israeli government associated with a post-acquisition technology transfer fee related to our acquisition of Dune Networks, Inc. We also recorded $11.2 million in settlement costs in 2009 for estimated settlements associated with certain employment tax items, other employment matters and a patent infringement claim.

In-Process Research and Development

In 2010 we capitalized $55.6 million of IPR&D costs primarily related to our acquisitions of Teknovus, Beceem, Percello and Gigle. There were no identifiable IPR&D assets related to the acquisition of Innovision. In 2009 we capitalized $50.9 million of IPR&D costs primarily related to our acquisition of Dune Networks, Inc., which was reclassified to developed technology in 2010 upon completion and will be amortized to cost of product revenue. Upon completion of each project, the related IPR&D assets will be amortized over their respective estimated useful lives. If any of the projects are abandoned, we will be required to impair the related IPR&D asset.

We expensed $42.4 million in 2008 related to in-process research and development costs related to our acquisitions of Sunext Design, Inc. and the DTV Business of AMD. In 2008 the amounts allocated to IPR&D were determined through established valuation techniques used in the high technology industry and were expensed upon acquisition under then prevailing accounting standards as it was determined that the underlying projects had not reached technological feasibility and no alternative future uses existed.

The fair value of the IPR&D for our acquisitions was determined using the income approach. Under the income approach, the expected future cash flows from each project under development are estimated and discounted to their net present values at an appropriate risk-adjusted rate of return. Significant factors considered in the calculation of the rate of return are the weighted average cost of capital and return on assets, as well as the risks inherent in the development process, including the likelihood of achieving technological success and market acceptance of our products. Each project was analyzed to determine the unique technological innovations, the existence of and reliance on core technology, the existence of any alternative future use or current technological feasibility, and the complexity, cost and time to complete the remaining development. Future cash flows for each project were estimated based on forecasted revenue and costs, taking into account the expected product life cycles, market penetration and growth rates.

The 2008 IPR&D charge included only the fair value of IPR&D determined as of the respective acquisition dates. The fair value of developed technology is included in identifiable purchased intangible assets and is amortized over the estimated useful life of the technology. We believe the amounts recorded as IPR&D, as well as

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developed technology, represented the fair values and approximate the amounts a market participant would pay for these projects as of the respective acquisition dates.

The following table summarizes the significant assumptions underlying the valuations of IPR&D at the acquisition dates for the acquisitions completed in 2010, 2009 and 2008:

		Weighted
		Average			Average				Risk
		Estimated			Estimated		Estimated		Adjusted
		Percent			Time to		Cost to		Discount
Company Acquired	Development Projects	Complete			Complete		Complete		Rate			IPR&D
					(In years)		(In millions)					(In millions)
2010 Acquisitions
Gigle Networks	Powerline Communication Solutions		12	%		1.4	$	9.9		18	%	$	4.8
Percello	LTE/Femtocell solutions		10	%		3.2	$	10.2		17	%	$	10.1
Beceem	LTE/WiMAX		51	%		1.1	$	32.3		22	%	$	29.3
Teknovus	Ethernet Passive Optical Network (EPON) chipsets and software		11	%		0.9	$	19.3		26	%	$	10.6
2009 Acquisitions
Dune Networks	High-density switching line card solutions		85	%		1.0	$	1.9		21	%	$	50.4
2008 Acquisitions
Sunext	Blu-ray application		49	%		1.0	$	4.3		20	%	$	10.9
DTV Business of AMD	Xilleon product line		82	%		1.0	$	6.9		24	%	$	31.5

As of the acquisition date, certain ongoing development projects were in process. The assumptions consist primarily of expected completion dates for the IPR&D projects, estimated costs to complete the projects, and revenue and expense projections for the products once they have entered the market. Research and development costs to bring the products of the acquired companies to technological feasibility are not expected to have a material impact on our results of operations or financial condition. At December 31, 2010 all development projects from our Teknovus, Beceem, Percello and Gigle acquisitions were still in process. IPR&D will be reclassified to developed technology and amortized to cost of product revenue upon completion. We completed all other development projects related to our prior acquisitions. Actual results to date have been consistent, in all material respects, with our assumptions at the time of the acquisitions.

Charitable Contribution

In April 2009 we established the Broadcom Foundation, or the Foundation, to support science, technology, engineering and mathematics programs, as well as a broad range of community services. In 2009 we made an unrestricted grant of $50.0 million to the Foundation upon receiving a determination letter from the Internal Revenue Service of the exemption from federal income taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. We recorded an operating expense for the contribution of $50.0 million in 2009. We did not make any contributions to the Foundation in 2010.

Interest and Other Income (Expense), Net

The following table presents interest and other income (expense), net:

	Year Ended December 31,
	2010					2009
			% of Net					% of Net			Increase			%
	Amount		Revenue			Amount		Revenue			(Decrease)			Change
	(In thousands, except percentages)
Interest income, net	$	9,032		0.1	%	$	13,901		0.3	%	$	(4,869	)		(35.0	)%
Other income (expense), net		6,428		0.1			2,218		0.1			4,210			189.8

Interest income, net, reflects interest income earned on cash, cash equivalents and marketable securities balances offset by interest expense on our long-term debt. Other income (expense), net, primarily includes gains on strategic investments and foreign currency transactions.

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The decrease in interest income, net, was the result of interest expense related to long-term debt and the overall decrease in market interest rates. Our cash and marketable securities balances increased from $2.368 billion at December 31, 2009 to $4.058 billion at December 31, 2010, primarily due to net cash provided by operating activities, proceeds from exercise of stock options and stock purchase rights and proceeds from the issuance of our long-term debt. The average interest rates earned in 2010 and 2009 were 0.43% and 0.63%, respectively. The decrease in the average interest rate is a reflection of reinvestment in the current low interest rate environment.

The increase in other income, net was primarily the result of a gain on strategic investments.

Provision for Income Taxes

	Year Ended December 31,
	2010					2009
			% of Net					% of Net					%
	Amount		Revenue			Amount		Revenue			Increase		Change
	(In thousands, except percentages)
Income tax provision	$	15,520		0.2	%	$	6,930		0.1	%	$	8,590		124.0	%

The federal statutory rate was 35% for 2010 and 2009. Our effective tax rates were 1.4% and 9.6% for 2010 and 2009, respectively. The differences between our effective tax rates and the federal statutory tax rate primarily relate to foreign earnings taxed at substantially lower rates than the federal statutory rate for 2010 and 2009 due principally to our tax holiday in Singapore, and for 2010 and 2009 domestic tax losses recorded without tax benefits. We recognized federal tax benefits of approximately $3.0 million in 2009, which resulted from the utilization of a portion of our federal credits for increasing research activities (research and development tax credits) pursuant to a provision contained in the American Recovery and Reinvestment Tax Act of 2009, which was enacted in February, 2009. In addition, we realized tax benefits resulting from the reversal of certain prior period tax accruals of $11.9 million and $7.6 million in 2010 and 2009, respectively. These reversals resulted primarily from the expiration of the statutes of limitation for the assessment of taxes related to certain foreign subsidiaries. Additionally, as a result of the May 27, 2009 and March 22, 2010 decisions in the U.S. Court of Appeals for the Ninth Circuit case concerning Xilinx (discussed below), we recorded a tax benefit of approximately $3 million in 2010 to reverse the approximately $3 million of related exposure previously recorded in 2009.

As previously disclosed, on May 27, 2009, the U.S. Court of Appeals for the Ninth Circuit in the case between Xilinx, Inc. and the Commissioner of Internal Revenue, overturned a 2005 U.S. Tax Court ruling regarding treatment of certain compensation expenses under a Company’s research and development cost-sharing arrangements with affiliates. The Court of Appeals originally held that related parties to such an arrangement must share stock-based compensation expenses, notwithstanding the fact that unrelated parties in such an arrangement would not share such costs. As a result of this May 27, 2009 decision, we reduced our gross deferred tax assets for federal and state net operating loss carryforwards and capitalized research and development costs, increased our deferred tax assets for certain tax credits, and increased our tax provision in 2009 by approximately $3 million. However, on January 13, 2010, the U.S. Court of Appeals for the Ninth Circuit withdrew its May 27, 2009 ruling in the Xilinx case and subsequently issued a new decision in favor of Xilinx on March 22, 2010, thereby affirming the August 30, 2005 decision of the U.S. Tax Court. Consequently, during the quarter ended March 31, 2010, we reversed the amounts we had previously recorded in 2009 related to the court’s May 27, 2009 decision. As a result, in the quarter ended March 31, 2010, we reduced our tax provision by approximately $3 million and adjusted certain of our gross deferred tax assets. Included in these adjustments was an increase in our federal and state net operating loss carryforwards of approximately $665 million and $455 million, respectively, an increase of federal and state capitalized research and development costs of approximately $10 million each, an increase in our deferred tax assets relating to stock-based compensation of approximately $65 million, and a decrease in certain tax credits of approximately $10 million. These changes in our gross deferred tax assets were fully offset by a valuation allowance adjustment, and therefore did not result in any change in our net deferred tax assets or our income tax expense for the three months ended March 31, 2010. In addition to the adjustments related to the March 22, 2010 Xilinx decision, in the three months ended March 31, 2010, we reduced our federal and state net operating losses by approximately $60 million for adjustments to our intercompany charges to foreign affiliates for the years ended 2001 to 2009. This reduction to our net operating losses was fully offset by a corresponding adjustment to

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the valuation allowance for deferred tax assets resulting in no net change to net deferred tax assets in our consolidated balance sheet and no adjustment to our income tax expense.

We utilize the asset and liability method of accounting for income taxes. We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial performance. Forming a conclusion that a valuation allowance is not required is difficult when there is negative evidence such as cumulative losses in recent years. As a result of our recent cumulative losses in the U.S. and certain foreign jurisdictions, and the full utilization of our loss carryback opportunities, we have concluded that a full valuation allowance should be recorded in such jurisdictions. In certain other foreign jurisdictions where we do not have cumulative losses, we had net deferred tax liabilities of $16.7 million and $11.2 million at December 31, 2010 and 2009, respectively.

We file federal, state and foreign income tax returns in jurisdictions with varying statutes of limitations. The 2004 through 2010 tax years generally remain subject to examination and assessment of taxes by federal and most state tax authorities. In significant foreign jurisdictions, the 2002 through 2010 tax years generally remain subject to examination by tax authorities.

Our income tax returns for the 2004, 2005 and 2006 tax years are currently under examination by the Internal Revenue Service and certain state jurisdictions. We currently do not expect that the results of these examinations will have a material effect on our financial condition or results of operations.

We operate under tax holidays in Singapore, which are effective through March 2014. The tax holidays are conditional upon our meeting certain employment and investment thresholds. The impact of the Singapore tax holidays decreased Singapore taxes by $330.0 million, $224.8 million and $284.0 million for 2010, 2009 and 2008 respectively. The benefit of the tax holidays on net income per share (diluted) was $0.61, $0.44 and $0.54 for 2010, 2009 and 2008 respectively.

At December 31, 2010 we had unrecognized tax benefits in the amount of $187.5 million which included $22.5 million of tax benefits that, if recognized, would reduce our annual effective tax rate. Approximately $12.3 million of the tax benefit, if recognized would be credited to shareholder’s equity. The remaining $152.7 million, if recognized, would not result in a tax benefit since it would be fully offset with a valuation allowance. We also accrued potential penalties and interest of $1.8 million and $0.8 million, respectively, related to these unrecognized tax benefits during 2010, and in total, as of December 31, 2010, we had recorded liabilities for potential penalties and interest of $13.5 million and $2.4 million, respectively. We recognize potential accrued interest and penalties related to unrecognized tax benefits within the consolidated statements of income as income tax expense. In 2010 we had a decrease in unrecognized tax benefits of approximately $272.5 million relating to increases to our federal and state net operating loss carryforwards, capitalized research and development costs, and tax credit carryforwards for previous years primarily resulting from the U.S. Court of Appeals for the Ninth Circuit March 22, 2010 ruling in the case between Xilinx, Inc. and the Commissioner of Internal Revenue. In addition, we had an increase in unrecognized tax benefits of approximately $38.9 million primarily relating to transactions with certain foreign subsidiaries. In 2009 our judgment changed with respect to prior period uncertain tax positions, which resulted in additional unrecognized tax benefits in the amount of approximately $380 million as of December 31, 2009. In 2010 we reversed approximately $272.5 million of this amount due to the March 22, 2010 decision in the Xilinx case as discussed above, and recorded $23.2 million of unrecognized tax benefits resulting from a 2010 change in judgment regarding certain tax accruals. We do not expect our unrecognized tax benefits to change significantly over the next twelve months.

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Years Ended December 31, 2009 and 2008

Net Revenue, Cost of Product Revenue, Product Gross Margin, and Total Gross Margin

The following tables present net revenue, cost of product revenue, product gross margin and total gross margin;

	Year Ended December 31,
	2009						2008
				% of Net						% of Net			Increase			%
	Amount			Revenue			Amount			Revenue			(Decrease)			Change
	(In thousands, except percentages)
Product revenue	$	4,272,726			95.2	%	$	4,485,239			96.3	%	$	(212,513	)		(4.7	)%
Income from Qualcomm Agreement		170,611			3.8			—			—			170,611			—
Licensing revenue		46,986			1.0			172,886			3.7			(125,900	)		(72.8	)
Total net revenue	$	4,490,323			100.0	%	$	4,658,125			100.0	%	$	(167,802	)		(3.6	)
Cost of product revenue(1)	$	2,210,559			49.2	%	$	2,213,015			47.5	%	$	(2,456	)		(0.1	)
Product gross margin		48.3	%					50.7	%					(2.4	)%
Total gross margin		50.8	%					52.5	%					(1.7	)%

	Three Months Ended
	December 31, 2009						September 30, 2009
				% of Net						% of Net			Increase			%
	Amount			Revenue			Amount			Revenue			(Decrease)			Change
	(In thousands, except percentages)
Product revenue	$	1,283,434			95.6	%	$	1,194,745			95.3	%	$	88,689			7.4	%
Income from Qualcomm Agreement		51,674			3.8			51,674			4.1			—			—
Licensing revenue		7,638			0.6			7,778			0.6			(140	)		(1.8	)
Total net revenue	$	1,342,746			100.0	%	$	1,254,197			100.0	%	$	88,549			7.1
Cost of product revenue(1)	$	630,259			46.9	%	$	615,349			49.1	%	$	14,910			2.4
Product gross margin		50.9	%					48.5	%					2.4	%
Total gross margin		53.1	%					50.9	%					2.2	%

(1) Includes stock-based compensation expense resulting from stock options, stock purchase rights and restricted stock units we issued or assumed in acquisitions. For a further discussion of stock-based compensation expense, see the section entitled “Stock-Based Compensation Expense” below.

The following table presents net revenue from each of our reportable segments and its respective contribution to net revenue in 2009 as compared to 2008:

	Year Ended December 31,
	2009					2008
			% of Net					% of Net			Increase			%
	Amount		Revenue			Amount		Revenue			(Decrease)			Change
	(In thousands, except percentages)
Broadband Communications	$	1,525,193		34.0	%	$	1,722,671		37.0	%	$	(197,478	)		(11.5	)%
Mobile & Wireless		1,719,998		38.3			1,528,178		32.8			191,820			12.6
Infrastructure & Networking		1,055,553		23.5			1,258,044		27.0			(202,491	)		(16.1	)
All other(1)		189,579		4.2			149,232		3.2			40,347			27.0
Total net revenue	$	4,490,323		100.0	%	$	4,658,125		100.0	%	$	(167,802	)		(3.6	)

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(1) Includes (i) income relating to the Qualcomm Agreement that was entered into with Qualcomm in April 2009 and (ii) royalties received pursuant to a patent license agreement that was entered into with Verizon Wireless in July 2007 which was completed in March 2009, each previously reported in our Mobile & Wireless reportable segment. See discussion above in the “Overview” section and Notes 1 and 2 of Notes to Consolidated Financial Statements.

The decrease in net revenue from our Broadband Communications reportable segment resulted primarily from a decrease in demand for broadband modems, digital set-top boxes and digital TV products, offset in part by an increase in demand for our high definition DVD products. The increase in net revenue from our Mobile & Wireless reportable segment resulted primarily from the ramp in the second half of 2009 of our cellular products and wireless combo solutions, offset in part by a decrease in demand for VoIP solutions. The decrease in net revenue from our Infrastructure & Networking reportable segment resulted primarily from a broad-based decline in demand for our controller and Ethernet switch products. In 2009 we recognized $170.6 million of income from the Qualcomm Agreement and $19.0 million of licensing revenue from our agreement with Verizon Wireless. In 2008 we recognized $149.2 million of licensing revenue from our agreement with Verizon Wireless which was completed in March 2009.

We recorded rebates to certain customers of $311.7 million, or 6.9% of net revenue and $236.4 million, or 5.1% of net revenue, in 2009 and 2008, respectively. The increase in rebates in 2009 was attributable to a change to the mix in sales to customers that participate in our rebate programs, primarily an increase in the Mobile & Wireless area. We reversed accrued rebates of $10.5 million and $39.6 million in 2009 and 2008, respectively.

The following table presents net revenue from each of the reportable segments and its respective contribution to net revenue:

	Three Months Ended
	December 31,					September 30,
	2009					2009
			% of Net					% of Net			Increase			%
	Amount		Revenue			Amount		Revenue			(Decrease)			Change
	(In thousands, except percentages)
Broadband Communications	$	449,233		33.5	%	$	394,863		31.5	%	$	54,370			13.8	%
Mobile & Wireless		502,037		37.4			520,613		41.5			(18,576	)		(3.6	)
Infrastructure &Networking		339,802		25.3			287,047		22.9			52,755			18.4
All other(1)		51,674		3.8			51,674		4.1			—			—
Total net revenue	$	1,342,746		100.0	%	$	1,254,197		100.0	%	$	88,549			7.1

(1) Includes income relating to the Qualcomm Agreement that was entered into with Qualcomm in April 2009 that was previously reported in our Mobile & Wireless reportable segment. See discussion above in the “Overview” section and Notes 1 and 2 of Notes to Consolidated Financial Statements.

The increase in net revenue from our Broadband Communications reportable segment resulted primarily from an increase in demand for digital set-top boxes. The decrease in net revenue from our Mobile & Wireless reportable segment resulted primarily from a decrease in demand for our Bluetooth products, due to seasonality, as certain of our customers prepared for the upcoming holiday season in three months ended September 30, 2009. The increase in net revenue from our Infrastructure & Networking reportable segment resulted principally from improving customer order patterns particularly for our Ethernet switch products.

Cost of Product Revenue, Product Gross Margin and Total Gross Margin.

Product gross margin decreased from 50.7% in 2008 to 48.3% in 2009 primarily as a result of changes in product mix from our more profitable Infrastructure & Networking products to our less profitable Mobile & Wireless products. Other factors that contributed to the decrease in product gross margin were: (i) a net decrease in the reversal of rebates of $29.1 million related to unclaimed rebates, (ii) fixed costs being spread over a lower revenue base, offset in part by (iii) a net decrease in excess and obsolete inventory provisions of $18.8 million. During 2008 we recorded a $33.7 million provision as a result of the significant reduction in demand in the

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second half of 2008, whereas the $14.9 million provision recorded during 2009 was primarily related to inventory of our DTV business.

Product gross margin increased from 48.5% in the three months ended September 30, 2009 to 50.9% in the three months ended December 31, 2009. The primary factors that contributed to the increase in product gross margin were: (i) product mix, (ii) a reduction in net excess and obsolete inventory provisions of $9.5 million, offset in part by (iii) an increase in the warranty provision of $2.4 million.

Research and Development Expense

The following table presents details of research and development expense:

	Year Ended December 31,
	2009					2008
			% of Net					% of Net			Increase			%
	Amount		Revenue			Amount		Revenue			(Decrease)			Change
	(In thousands, except percentages)
Salaries and benefits	$	770,112		17.2	%	$	719,922		15.5	%	$	50,190			7.0	%
Stock-based compensation		351,884		7.8			358,018		7.7			(6,134	)		(1.7	)
Development and design costs		211,494		4.7			211,928		4.5			(434	)		(0.2	)
Other		201,428		4.5			207,800		4.4			(6,372	)		(3.1	)
Research and development	$	1,534,918		34.2	%	$	1,497,668		32.1	%	$	37,250			2.5

The increase in salaries and benefits was the result of an increase in our incentive plan costs due primarily to the stronger than anticipated performance in relative revenue growth as compared to an identified segment of the semiconductor industry and better than anticipated cash flow from operations generated in 2009. This was offset in part by the impact of our restructuring plan in January and October 2009 and our not having an annual salary merit increase in 2009. Development and design costs were relatively flat; however mask and prototyping costs increased due to the continued transition of certain products to 65 nanometer process technology, offset by reduced subcontracting costs. Development and design costs vary from period to period depending on the timing of development and tape-out of various products. The decrease in the Other line item included in the above table is primarily attributable to a decrease in travel and entertainment expenses.

Selling, General and Administrative Expense

The following table presents details of selling, general and administrative expense for 2009 and 2008:

	Year Ended December 31,
	2009					2008
			% of Net					% of Net						%
	Amount		Revenue			Amount		Revenue			Decrease			Change
	(In thousands, except percentages)
Salaries and benefits	$	194,336		4.3	%	$	198,411		4.3	%	$	(4,075	)		(2.1	)%
Stock-based compensation		119,918		2.7			126,359		2.7			(6,441	)		(5.1	)
Legal and accounting fees		110,205		2.5			141,369		3.0			(31,164	)		(22.0	)
Other		54,903		1.2			76,978		1.7			(22,075	)		(28.7	)
Selling, general and administrative	$	479,362		10.7	%	$	543,117		11.7	%	$	(63,755	)		(11.7	)

The decrease in legal and accounting fees related to the increase in net recoveries of legal expenses of $74.6 million under our directors’ and officers’ insurance policies, offset in part by an increase in legal fees associated with litigation related to our stock options matter. See below for further discussion of our directors’ and officers’ insurance policies. The decrease in the Other line item included in the above table is primarily attributable to a decrease in facility and travel and entertainment expenses.

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Stock-Based Compensation Expense

The following table presents details of total stock-based compensation expense that is included in each functional line item in our consolidated statements of income:

	Year Ended December 31,
	2009			2008
	(In thousands)
Cost of product revenue	$	24,545		$	24,997
Research and development		351,884			358,018
Selling, general and administrative		119,918			126,359
	$	496,347		$	509,374
% of total net revenue		11.1	%		10.9	%

Amortization of Purchased Intangible Assets

The following table presents details of the amortization of purchased intangible assets included in the cost of product revenue and other operating expense categories:

	Year Ended
	December 31,
	2009		2008
	(In thousands)
Cost of product revenue	$	16,196	$	15,857
Other operating expenses		14,548		3,392
	$	30,744	$	19,249

Impairment of Goodwill and Other Long-Lived Assets

We performed annual impairment assessments of the carrying value of goodwill and other long-lived assets in October 2009 and 2008. We compared the carrying value of each of our reporting units that existed at those times to its estimated fair value.

For a description of the 2008 impairments including the valuation techniques and significant assumptions, see the discussion included under “Impairment of Goodwill and Other Long-Lived Assets for the Years Ended December 31, 2010 and 2009” above.

Settlement Costs, Net

In 2009 we incurred settlement costs of $183.8 million, partially offset by settlement gains of $65.3 million, resulting in $118.5 million of net settlement costs.

In December 2009 we agreed in principle to the settlement of the Stock Option Class Actions in exchange for a $160.5 million cash payment by Broadcom. We recorded the settlement amount as a one-time charge in our statement of income for the three months and year ended December 31, 2009.

We recorded settlement gains of $65.3 million related to the Qualcomm Agreement in 2009. For a further discussion of this agreement, see “Qualcomm Agreement” in the Overview section above. In addition, we recorded settlement costs of $12.1 million related to a payment to the Israeli government associated with a post-acquisition technology transfer fee related to our acquisition of Dune Networks, Inc. We also recorded $11.2 million in settlement costs in 2009 for estimated settlements associated with certain employment tax items, other employment matters and a patent infringement claim.

In April 2008 we entered into a settlement with the SEC relating to the previously-disclosed SEC investigation of Broadcom’s historical stock option granting practices. Without admitting or denying the SEC’s allegations, we agreed to pay a civil penalty of $12.0 million, which we recorded as a settlement cost in 2008. The

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settlement was approved by the United States District Court for the Central District of California in late April 2008. In addition, we settled a patent infringement claim for $3.8 million in 2008.

Restructuring Costs (Reversals)

In light of the deterioration in worldwide economic conditions, in 2009 we implemented restructuring plans that included a reduction in our worldwide headcount of 200 people and an additional 120 people related to our DTV business. These reductions in headcount were completed in 2009.

We recorded $7.5 million in net restructuring costs in 2009, primarily for severance and other charges associated with our reduction in workforce across multiple locations and functions and, to a lesser extent, the closure of one of our facilities. Included in the 2009 net restructuring expense were charges of $3.7 million related to stock-based compensation expense incurred in connection with the modification of certain share-based awards. In addition, we reversed restructuring costs of $4.2 million, as part of a contractual obligation due from AMD to reimburse us for certain restructuring actions taken during a stipulated post-acquisition period.

At December 31, 2009 our restructuring liability was $1.3 million.

In-Process Research and Development

For a description of our 2009 and 2008 IPR&D activities including our valuation techniques and significant assumptions, see the discussion included under “In Process Research and Development for the Years Ended December 31, 2010 and 2009” above.

Charitable Contribution

In 2009 we established the Broadcom Foundation, or the Foundation, to support mathematics and science programs, as well as a broad range of community services. We received a determination letter from the Internal Revenue Service of exemption from federal income taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. We recorded an operating expense of $50.0 million related to our unrestricted grant to the Foundation.

Interest and Other Income (Expense), Net

The following table presents interest and other income (expense), net, for 2009 and 2008:

	Year Ended December 31,
	2009					2008
			% of Net						% of Net			Increase			%
	Amount		Revenue			Amount			Revenue			(Decrease)			Change
	(In thousands, except percentages)
Interest income, net	$	13,901		0.3	%	$	52,201			1.1	%	$	(38,300	)		(73.4	)%
Other income (expense), net		2,218		0.1			(2,016	)		—			4,234			(210.0	)

The decrease in interest income, net, was the result of the overall decrease in market interest rates. Our cash and marketable securities balances increased from $1.898 billion at December 31, 2008 to $2.368 billion at December 31, 2009, primarily due to net cash provided by operating activities, including the $286.4 million received from the Qualcomm Agreement. The average interest rates earned in 2009 and 2008 were 0.63% and 2.42%, respectively. The 2009 decrease in the average interest rate is a reflection of the current interest rate environment (Federal Funds Rate nearly 0%) and reinvestment rates being significantly lower than in 2008.

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Provision for Income Taxes

The following table presents the income tax provision for 2009 and 2008:

	Year Ended December 31,
	2009					2008
			% of Net					% of Net						%
	Amount		Revenue			Amount		Revenue			(Decrease)			Change
	(In thousands, except percentages)
Income tax provision	$	6,930		0.1	%	$	7,521		0.2	%	$	(591	)		(7.9	)%

The federal statutory rate was 35% for 2009 and 2008. Our effective tax rates were 9.6% and 3.4% for 2009 and 2008, respectively. The differences between our effective tax rates and the federal statutory tax rate primarily relate to foreign earnings taxed at substantially lower rates than the federal statutory rate for 2009 and 2008 due principally to our tax holiday in Singapore, and for 2009 domestic tax losses recorded without tax benefits. In 2008 U.S. operating losses were more than offset by a $1.5 billion dividend resulting from repatriation of foreign earnings in December 2008. As a result of this $1.5 billion repatriation of foreign earnings, we incurred $0.8 million of state tax expense in 2008. However, due to the utilization of $491.3 million of previously reserved domestic deferred tax assets in 2008 (including net operating loss and foreign tax credit carryforwards), no federal income tax expense was recognized relating to the repatriation. We recognized federal tax benefits of approximately $3.0 million in both 2009 and 2008, which resulted from the utilization of a portion of our federal credits for increasing research activities (research and development tax credits) pursuant to a provision contained in the American Recovery and Reinvestment Tax Act of 2009, which was enacted in February, 2009, and a provision contained in the Housing Assistance Act of 2008, which was enacted in July, 2008. In addition, we realized tax benefits resulting from the reversal of certain prior period tax accruals of $7.6 million and $6.5 million in 2009 and 2008, respectively. These reversals resulted primarily from the expiration of the statutes of limitation for the assessment of taxes related to certain foreign subsidiaries. In 2009, we recorded a tax provision of approximately $3 million associated with the exposure resulting from a recent decision by the U.S. Court of Appeals for the Ninth Circuit in the case involving Xilinx, Inc. as discussed below.

On May 27, 2009, the U.S. Court of Appeals for the Ninth Circuit in the case between Xilinx, Inc. and the Commissioner of Internal Revenue, overturned a 2005 U.S. Tax Court ruling regarding treatment of certain compensation expenses under a Company’s research and development cost-sharing arrangements with affiliates. The Court of Appeals held that related parties to such an arrangement must share stock-based compensation expenses, notwithstanding the fact that unrelated parties in such an arrangement would not share such costs. The case is subject to further appeal. The potential impact to Broadcom, should the IRS prevail, of including such stock-based compensation expenses in our research and development cost-sharing arrangements would be additional income for federal and state purposes from January 1, 2001 forward, and may result in additional related federal and state income and franchise taxes. We adjusted our federal and state net operating loss carryforwards, our federal and state capitalized research and development costs and our deferred tax positions, and recorded a tax provision of approximately $3 million for additional federal and state income and franchise taxes to reflect this decision. We reduced our federal and state net operating loss carryforwards by approximately $600.0 million and $380.0 million, respectively, and we reduced our deferred tax assets for both federal and state capitalized research and development costs by approximately $10.0 million each. Additionally, in 2009 we reduced our deferred tax asset relating to stock-based compensation expenses by approximately $60.0 million, and increased our deferred tax asset for certain tax credits by approximately $10.0 million, with each of these amounts offset by a corresponding adjustment to our valuation allowance for deferred tax assets resulting in no net change to deferred tax assets.

As a result of the expensing of share-based payments since January 1, 2006, our deferred tax assets exclude certain excess tax benefits from employee stock-based compensation, that are components of our research and development credits, capitalized research and development, and net operating loss carryovers. If and when these tax benefits are realized, a credit is recorded to shareholder’s equity. The federal and state net operating losses and the capitalized research and development costs we reduced as a result of the decision in the Xilinx case represent such excess tax benefits from employee stock-based compensation and therefore do not result in an adjustment to our deferred tax assets.

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On January 13, 2010 the U.S. Court of Appeals for the Ninth Circuit withdrew its May 27, 2009 ruling in the Xilinx case and stated that it would reconsider the matter at a future date to be determined. In accounting for income tax uncertainties, only information that is available at our reporting date of December 31, 2009 could be considered in measuring our tax position. For details regarding the effects of subsequent 2010 decisions of the Ninth Circuit in Xilinx, see the discussion included under “Provision for Income Taxes for the Years Ended December 31, 2010 and 2009” above.

We utilize the asset and liability method of accounting for income taxes. We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial performance. Forming a conclusion that a valuation allowance is not required is difficult when there is negative evidence such as cumulative losses in recent years. As a result of our recent cumulative losses in the U.S. and certain foreign jurisdictions, and the full utilization of our loss carryback opportunities, we have concluded that a full valuation allowance should be recorded in such jurisdictions. In certain other foreign jurisdictions where we do not have cumulative losses, we had net deferred tax liabilities of $11.2 million at December 31, 2009 and net deferred tax assets of $7.5 million at December 31, 2008.

In 2009 our judgment changed with respect to prior period uncertain tax positions, which resulted in additional unrecognized tax benefits in the amount of approximately $380.0 million, of which approximately $280.0 million would be credited to shareholder’s equity if ultimately sustained and utilized to reduce our income tax liabilities because it relates to excess deductions from employee stock options. The remaining portion of these tax benefits, approximately $100.0 million, was previously offset by a valuation allowance on our deferred tax assets. If these tax positions are not sustained, there will be no net effect on our tax provision because of the related valuation allowance.

We file federal, state and foreign income tax returns in jurisdictions with varying statutes of limitations. The 2004 through 2009 tax years generally remain subject to examination by federal and most state tax authorities. In foreign jurisdictions, the 2001 through 2009 tax years generally remain subject to examination by tax authorities.

Our income tax returns for the 2004, 2005 and 2006 tax years are currently under examination by the Internal Revenue Service and certain state jurisdictions. In addition, our employment tax returns for the 2003, 2004, 2005 and 2006 tax years are under examination by the Internal Revenue Service. We currently do not expect that the results of these examinations will have a material effect on our financial condition or results of operations.

We operate under tax holidays in Singapore, which are effective through March 2014. The tax holidays are conditional upon our meeting certain employment and investment thresholds. The impact of the Singapore tax holidays decreased Singapore taxes by $224.8 million and $284.0 million for 2009 and 2008 respectively. The benefit of the tax holidays on net income per share (diluted) was $0.44 and $0.54 for 2009 and 2008 respectively.

At December 31, 2009 we had unrecognized tax benefits in the amount of $400.8 million which included $117.1 million of tax benefits that, if recognized, would reduce our annual effective tax rate. We also accrued potential penalties and interest of $1.7 million and $1.0 million, respectively, related to these unrecognized tax benefits during 2009, and in total, as of December 31, 2009, we had a recorded liability for potential penalties and interest of $11.9 million and $2.0 million, respectively. We recognize potential accrued interest and penalties related to unrecognized tax benefits within the consolidated statements of income as income tax expense. We had a $376.9 million increase in unrecognized tax benefits relating to reductions to our federal and state net operating loss carryforwards, capitalized research and development costs, and tax credit carryforwards for previous years. These reductions primarily resulted from the U.S. Court of Appeals for the Ninth Circuit May 27, 2009 ruling in the case between Xilinx, Inc. and the Commissioner of Internal Revenue. Other than the possible reversal of the increases in unrecognized tax benefits relating to the decision in the Xilinx case, we do not expect our unrecognized tax benefits to change significantly over the next twelve months.

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Quarterly Financial Data

The following table presents our quarterly financial data. In our opinion, this information has been prepared on a basis consistent with that of our audited consolidated financial statements and all necessary material adjustments, consisting of normal recurring accruals and adjustments, have been included to present fairly the quarterly financial data. Our quarterly results of operations for these periods are not necessarily indicative of future results of operations.

						Diluted Net
						Income
			Net			(Loss)
	Total Net		Income			Per
	Revenue		(Loss)			Share
	(In thousands, except per share data)
Year Ended December 31, 2010
Fourth Quarter	$	1,945,555	$	266,189	(1)	$	0.47
Third Quarter		1,806,017		327,129			0.60
Second Quarter		1,604,448		278,318			0.52
First Quarter		1,462,299		210,164			0.40
Year Ended December 31, 2009
Fourth Quarter	$	1,342,746	$	59,204	(2)	$	0.11
Third Quarter		1,254,197		84,596			0.16
Second Quarter		1,039,944		13,401	(3)		0.03
First Quarter		853,436		(91,940	)		(0.19	)

(1)	Includes settlement costs of $48.8 million and an impairment of long-lived assets charge of $17.3 million.
(2)	Includes settlement costs of $175.7 million, net of a $63.2 million recovery of legal expenses .
(3)	Includes impairment of long-lived assets of $11.3 million, net settlement gains of $58.4 million and a charitable contribution of $50.0 million.

Subsequent Events

In January 2011, Broadcom and CSR plc agreed to settle all litigation and legal proceedings between the parties and their affiliates, including our subsidiary Global Locate, Inc. and CSR’s subsidiary SiRF Technology, Inc. The parties have sought dismissal of their various pending actions in U.S. District Court, and the U.S. International Trade Commission (ITC), based in Washington, D.C., and have agreed not to pursue further infringement actions against each other, or against third parties based on use of each others’ products, for a period of five years. We will receive an initial payment of $5.0 million and payments of a maximum $12.5 million per year for five years.

In January 2011, Broadcom and Wi-Lan signed a binding term sheet resolving all litigation between the two companies. The two companies are drafting a definitive settlement, release and patent license agreement, which will be finalized in February 2011. A portion of the consideration has been recognized as a settlement cost and the remainder has been allocated to intellectual property rights which will be amortized over their estimated useful life, the impact of which is not expected to be material to our operating results.

In January 2011, our Board of Directors adopted an amendment to the existing dividend policy pursuant to which we intend to increase the quarterly cash dividend by 12.5% to $0.09 per share ($0.36 per share on an annual basis) and declared a quarterly cash dividend of $0.09 per share payable to holders of our common stock.

In February 2011, we entered into an accelerated share repurchase, or ASR, agreement with an Investment Bank to repurchase $300 million dollars of our common stock. The majority of the shares repurchased under the ASR program will be immediately retired and, depending on the average daily volume weighted average price of our common stock during the specified term, we may receive additional shares back at the conclusion of the program.

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Recent Accounting Pronouncements

In September 2009 the Financial Accounting Standards Board, or FASB, reached a consensus on Accounting Standards Update, or ASU, 2009-13, Revenue Recognition (Topic 605) — Multiple-Deliverable Revenue Arrangements, or ASU 2009-13 and ASU 2009-14, Software (Topic 985) — Certain Revenue Arrangements That Include Software Elements, or ASU 2009-14. ASU 2009-13 modifies the requirements that must be met for an entity to recognize revenue from the sale of a delivered item that is part of a multiple-element arrangement when other items have not yet been delivered. ASU 2009-13 establishes a selling price hierarchy that allows for the use of an estimated selling price to determine the allocation of arrangement consideration to a deliverable in a multiple element arrangement where neither VSOE nor third-party evidence, or TPE, is available for that deliverable. In the absence of VSOE or TPE of the standalone selling price for one or more delivered or undelivered elements in a multiple-element arrangement, entities are required to estimate the selling prices of those elements. Overall arrangement consideration is allocated to each element (both delivered and undelivered items) based on their relative selling prices, regardless of whether those selling prices are evidenced by VSOE or TPE or are based on the entity’s estimated selling price. The residual method of allocating arrangement consideration has been eliminated. ASU 2009-14 modifies the software revenue recognition guidance to exclude from its scope tangible products that contain both software and non-software components that function together to deliver a product’s essential functionality. We adopted the provisions of these ASUs effective January 1, 2010 and they did not have a material impact on our results of operations.

In January 2010 the FASB issued guidance that eliminates the concept of a qualifying special-purpose entity, or QSPE, revises conditions for reporting a transfer of a portion of a financial asset as a sale (e.g., loan participations), clarifies the derecognition criteria, eliminates special guidance for guaranteed mortgage securitizations, and changes the initial measurement of a transferor’s interest in transferred financial assets. This guidance is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after November 15, 2009. We adopted the provisions of this guidance effective January 1, 2010, which did not have a material impact on our consolidated financial statements.

In January 2010 the FASB issued guidance that revises analysis for identifying the primary beneficiary of a variable interest entity, or VIE, by replacing the previous quantitative-based analysis with a framework that is based more on qualitative judgments. The new guidance requires the primary beneficiary of a VIE to be identified as the party that both (i) has the power to direct the activities of a VIE that most significantly impact its economic performance and (ii) has an obligation to absorb losses or a right to receive benefits that could potentially be significant to the VIE. This guidance is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after November 15, 2009. We adopted the provisions of this guidance effective January 1, 2010, which did not have a material impact on our consolidated financial statements.

In January 2010 the FASB issued guidance that expands the interim and annual disclosure requirements of fair value measurements, including the information about movement of assets between Level 1 and 2 of the three-tier fair value hierarchy established under its fair value measurement guidance. This guidance also requires separate disclosure for purchases, sales, issuances and settlements in the reconciliation for fair value measurements using significant unobservable inputs using Level 3 methodologies. Except for the detailed disclosure in the Level 3 reconciliation, which is effective for the fiscal years beginning after December 15, 2010, we adopted the relevant provisions of this guidance effective January 1, 2010, which did not have a material impact on our consolidated financial statements.

In April 2010 the FASB reached a consensus on the Milestone Method of Revenue Recognition which provides guidance on the criteria that should be met for determining whether the milestone method of revenue recognition is appropriate. A vendor can recognize consideration that is contingent upon the achievement of a milestone in its entirety as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive. The updated guidance is effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years beginning on or after June 15, 2010, with early adoption permitted. We adopted the provisions of this guidance effective July 1, 2010, which did not have a material impact on our consolidated financial statements.

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Liquidity and Capital Resources

Working Capital and Cash and Marketable Securities.  The following table presents working capital, and cash and cash equivalents and marketable securities:

	December 31,
	2010		2009		Increase
			(In thousands)
Working capital	$	2,912,311	$	1,765,982	$	1,146,329
Cash and cash equivalents(1)	$	1,622,423	$	1,397,093	$	225,330
Short-term marketable securities(1)		1,035,252		532,281		502,971
Long-term marketable securities		1,400,706		438,616		962,090
	$	4,058,381	$	2,367,990	$	1,690,391

(1) Included in working capital.

See the summary of cash, cash equivalents, short and long-term marketable securities by major security type and discussion of market risk that follows in Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Cash Provided and Used in 2010 and 2009

Cash and cash equivalents increased to $1.622 billion at December 31, 2010 from $1.397 billion at December 31, 2009 as a result of cash provided by operating activities, the proceeds from the issuance of our long-term debt and our Class A common stock, partially offset by net purchases of marketable securities, the acquisitions of Teknovus, Innovision, Percello, Beceem and Gigle, repurchases of our Class A common stock and our quarterly dividend payments.

	Year Ended December 31,
	2010			2009			2008
				(In thousands)
Cash provided by operating activities	$	1,370,826		$	986,893		$	919,615
Cash used in investing activities		(2,178,033	)		(501,357	)		(745,382	)
Cash provided by (used in) financing activities		1,032,537			(279,088	)		(1,170,160	)
Net increase (decrease) in cash and cash equivalents	$	225,330		$	206,448		$	(995,927	)
Cash and cash equivalents at beginning of year	$	1,397,093		$	1,190,645		$	2,186,572
Cash and cash equivalents at end of year	$	1,622,423		$	1,397,093		$	1,190,645

Operating Activities

In 2010 our operating activities provided $1.371 billion in cash. This was primarily the result of net income of $1.082 billion and net non-cash operating expenses of $636.6 million offset in part by net cash used by changes in operating assets and liabilities of $347.6 million, which includes increases in accounts receivable of $286.7 million, increases in inventory of $208.1 million and our $160.5 million payment of previously accrued securities litigation settlement costs. In 2009 our operating activities provided $986.9 million in cash. This was primarily the result of $617.4 million in net non-cash operating expenses, $304.2 million in net cash provided by changes in operating assets and liabilities (including $286.4 million received from the Qualcomm Agreement) and net income of $65.3 million.

Changes in assets and liabilities at December 31, 2010 compared to December 31, 2009 included the following:

•  Days sales outstanding increased from 35 days to 38 days driven primarily by a variation in revenue linearity, as a larger percentage of our sales occurred in the last month of the quarter ended December 31, 2010 as compared to the last month of the quarter ended December 31, 2009.

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•  Inventory days on hand increased from 52 days to 57 days due to our decision to increase inventory on hand to meet the anticipated growth in the demand for our products primarily in our Mobile & Wireless reportable segment.

•  Accounts payable days outstanding decreased from 63 to 58 days resulting primarily from the timing of inventory purchases and vendor payments.

We typically bill customers on an open account basis subject to our standard net thirty day payment terms. If our revenue increases, it is likely that our accounts receivable balance will also increase. Our accounts receivable could also increase if customers delay their payments or if we grant extended payment terms to customers, both of which are more likely to occur during challenging economic times when our customers may face issues gaining access to sufficient credit on a timely basis.

In the future, our inventory levels will continue to be determined by the level of purchase orders we receive and the stage at which our products are in their respective product life cycles, our ability, and the ability of our customers, to manage inventory under hubbing arrangements, and competitive situations in the marketplace. Such considerations are balanced against the risk of obsolescence or potentially excess inventory levels.

Investing Activities

Investing activities used $2.178 billion in cash in 2010, which was primarily the result of $1.466 billion in net purchases of marketable securities, $599.5 million in net cash paid primarily for the acquisitions of Teknovus, Innovision, Percello, Beeceem and Gigle and $108.9 million of capital equipment purchases, mostly to support our research and development efforts. Investing activities used $501.4 million in cash in 2009, which was primarily the result of net purchases of marketable securities of $267.5 million, $165.3 million in net cash paid primarily for the acquisition of Dune Networks and $67.0 million of capital equipment purchases mostly to support our research and development efforts.

Financing Activities

Our financing activities provided $1.033 billion in cash in 2010. This was primarily the result of $936.3 million in proceeds received from issuances of common stock upon exercise of stock options and pursuant to our employee stock purchase plan and $691.4 million in proceeds from the issuance of our long-term debt offset in part by $280.3 million in repurchases of shares of our Class A common stock, dividends paid of $163.4 million, repayment of debt assumed in our Teknovus acquisition of $14.6 million and $136.9 million in minimum tax withholding paid on behalf of employees for shares issued pursuant to restricted stock units. Our financing activities used $279.1 million in cash in 2009, which was primarily the result of $421.9 million in repurchases of shares of our Class A common stock pursuant to the share repurchase program implemented in July 2008 and $84.4 million in minimum tax withholding paid on behalf of employees for shares issued pursuant to restricted stock units, offset in part by $227.2 million in proceeds received from issuances of common stock upon exercise of stock options and pursuant to our employee stock purchase plan.

The timing and number of stock option exercises and employee stock purchases and the amount of cash proceeds we receive through those exercises and purchases are not within our control, and in the future we may not generate as much cash from the exercise of stock options as we have in the past. Unlike the exercise of stock options, the issuance of shares upon vesting of restricted stock units does not result in any cash proceeds to Broadcom and requires the use of cash, as we currently allow employees to elect to have a portion of the shares issued upon vesting of restricted stock units withheld to satisfy minimum statutory withholding taxes, which we then pay in cash to the appropriate tax authorities on each participating employee’s behalf.

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Senior Notes

The following table summarizes the principal amount of our senior unsecured notes:

	December 31,
	2010		2009		Increase
			(In thousands)
1.500% fixed-rate notes, due 2013	$	300,000	$	—	$	300,000
2.375% fixed-rate notes, due 2015		400,000		—		400,000
Total	$	700,000	$	—	$	700,000

In November 2010 we issued senior unsecured notes in an aggregate principal amount of $700 million. These Notes consist of $300 million aggregate principal amount of notes which mature in November 2013, or the 2013 Notes, and bear interest at a fixed rate of 1.500% per annum, and $400 million aggregate principal amount of notes which mature in November 2015, or the 2015 Notes, and bear interest at a fixed rate of 2.375% per annum. Interest is payable in cash semi-annually in arrears on May 1 and November 1 of each year, beginning on May 1, 2011. The 2013 Notes were issued with an original issue discount at 99.694% and the 2015 Notes were issued with an original issue discount at 99.444% and are recorded as long-term debt, net of original issue discount. The discount and debt issuance costs associated with the issuance of the Notes are amortized to interest expense over their respective terms.

In connection with the Notes, we entered into a registration rights agreement pursuant to which we agreed to use our reasonable commercial efforts to file with the SEC an exchange offer registration statement to issue registered notes with substantially identical terms as the Notes in exchange for any outstanding Notes, or, under certain circumstances, a shelf registration statement to register the Notes. We agreed to use our commercially reasonable efforts to consummate the exchange offer or cause the shelf registration statement to be declared effective by the SEC, in each case on or prior to 365 days after the closing of the Notes offering. If we are unable to complete our registration statement, we will be subject to interest penalties.

We may redeem the Notes at any time, subject to a specified make-whole premium as defined in the indenture governing the Notes. In the event of a change of control triggering event, each holder of Notes will have the right to require us to purchase for cash all or a portion of their Notes at a redemption price of 101% of the aggregate principal amount of such Notes, plus accrued and unpaid interest. Default can be triggered by any missed interest or principal payment, breach of covenant, or in certain events of bankruptcy, insolvency or reorganization.

The Notes contain a number of restrictive covenants, including, but not limited to, restrictions on our ability to grant liens on assets; enter into sale and lease-back transactions; or merge, consolidate or sell assets. Failure to comply with these covenants, or any other event of default, could result in acceleration of the principal amount and accrued but unpaid interest on the Notes.

We were in compliance with all debt covenants as of December 31, 2010.

Credit Facility

We entered into a credit facility with certain institutional lenders that provides for unsecured revolving facility loans, swingline loans and letters of credit in an aggregate amount of up to $500 million. The credit facility matures on November 19, 2014, at which time all outstanding revolving facility loans and accrued and unpaid interest must be repaid. We did not draw on our credit facility in 2010.

Any advances under a Eurodollar Rate Committed Loan will accrue interest at the British Bankers Association LIBOR, or BBA LIBOR, plus the Applicable Rate. Any advances under a US Dollar Base Rate Committed Loan will accrue interest at rates that are equal to the higher of (a) the Federal Funds Rate plus 0.5% (b) Bank of America’s “prime rate” as announced from time to time, or (c) BBA LIBOR plus the Applicable Rate. The Applicable Rate is based on our senior debt credit ratings as published by Standard & Poor’s Rating Services and Moody’s Investors Service, Inc. We are also required to pay a commitment fee on the actual daily unused amount of commitments. We may also, upon the agreement of the existing lenders, increase the commitments under the credit facility by up to an additional $100 million.

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The Credit Facility contains customary representations and warranties as well as affirmative, negative and financial covenants. Financial covenants require us to maintain a consolidated leverage ratio of no more than 3.25 to 1.00 and a consolidated interest coverage ratio of no less than 3.00 to 1.00.

We were in compliance with all debt covenants as of December 31, 2010.

Other Notes and Borrowings

We had no other significant notes or borrowings as of December 31, 2010.

Obligations and Commitments.  The following table summarizes our contractual obligations and commitments as of December 31, 2010:

	Payment Obligations by Year
	2011		2012		2013		2014		2015		Thereafter		Total
	(In thousands)
Operating leases	$	130,788	$	91,639	$	76,084	$	66,012	$	63,623	$	169,657	$	597,803
Inventory and related purchase obligations		567,169		—		—		—		—		—		567,169
Other obligations		121,751		18,357		12,701		12,699		12,700		12,609		190,817
Long-term debt		—		—		300,000		—		400,000		—		700,000
Total	$	819,708	$	109,996	$	388,785	$	78,711	$	476,323	$	182,266	$	2,055,789

We lease our facilities and certain engineering design tools and information systems equipment under operating lease agreements. Our leased facilities comprise an aggregate of 3.3 million square feet. Our principal facilities in Irvine have lease terms that expire at various dates through 2017 with an aggregate rent of $149.6 million (included in the table above).

Inventory and related purchase obligations represent purchase commitments for silicon wafers and assembly and test services. We depend upon third party subcontractors to manufacture our silicon wafers and provide assembly and test services. Due to lengthy subcontractor lead times, we must order these materials and services from subcontractors well in advance. We expect to receive and pay for these materials and services within the ensuing six months. Our subcontractor relationships typically allow for the cancellation of outstanding purchase orders, but require payment of all expenses incurred through the date of cancellation. To date we have not incurred significant cancellation charges.

Other obligations represent purchase commitments for lab test equipment, computer hardware, and information systems infrastructure, mask and prototyping costs, and other commitments made in the ordinary course of business.

For purposes of the table above, obligations for the purchase of goods or services are defined as agreements that are enforceable and legally binding and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Our purchase orders are based on our current manufacturing needs and are typically fulfilled by our vendors within a relatively short time horizon. We have additional purchase orders (not included in the table above) that represent authorizations to purchase rather than binding agreements. We do not have significant agreements for the purchase of inventories or other goods specifying minimum quantities or set prices that exceed our expected requirements.

Unrecognized tax benefits were $187.5 million of which $22.5 million would result in potential cash payment of taxes and $165.0 million would result in a reduction in net operating loss and tax credit carryforwards. We are not including any amount related to uncertain tax positions in the table presented above because of the difficulty in making reasonably reliable estimates of the timing of settlements with the respective taxing authorities. In addition to the unrecognized tax benefits, we have also recorded a liability for potential tax penalties and interest of $13.5 million and $2.4 million, respectively, at December 31, 2010.

Prospective Capital Needs

We believe that our existing cash, cash equivalents and marketable securities, together with cash generated from operations and from the issuance of common stock through our employee stock option and purchase plans, will be

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sufficient to cover our working capital needs, capital expenditures, investment requirements, commitments, repurchases of our Class A common stock and quarterly dividends for at least the next 12 months. However, it is possible that we may need to raise additional funds to finance our activities beyond the next 12 months or to consummate acquisitions of other businesses, assets, products or technologies. If needed, we may be able to raise such funds by selling equity or debt securities to the public or to selected investors, or by borrowing money from financial institutions. We could also reduce certain expenditures, such as repurchases of our Class A common stock.

In addition, even though we may not need additional funds, we may still elect to sell additional equity or debt securities or increase our existing credit facilities for other reasons. However, we may not be able to obtain such funds on a timely basis on acceptable terms, if at all. If we raise additional funds by issuing additional equity or convertible debt securities, the ownership percentages of existing shareholders would be reduced. In addition, the equity or debt securities that we issue may have rights, preferences or privileges senior to those of our Class A common stock.

Although we believe that we have sufficient capital to fund our activities for at least the next 12 months, our future capital requirements may vary materially from those now planned. We anticipate that the amount of capital we will need in the future will depend on many factors, including:

•  general economic and specific conditions in the markets we address, including the continuing volatility in the technology sector and semiconductor industry, trends in the wired and wireless communications markets in various geographic regions, including seasonality in sales of consumer products into which our products are incorporated;

•  acquisitions of businesses, assets, products or technologies;

•  the unavailability of credit and financing, which may lead certain of our customers to reduce their levels of purchases or to seek credit or other accommodations from us;

•  litigation expenses, settlements and judgments;

•  the overall levels of sales of our semiconductor products, licensing revenue, income from the Qualcomm Agreement and product gross margins;

•  our business, product, capital expenditure and research and development plans, and product and technology roadmaps;

•  the market acceptance of our products;

•  repurchases of our Class A common stock;

•  payment of cash dividends;

•  required levels of research and development and other operating costs;

•  volume price discounts and customer rebates;

•  intellectual property disputes, customer indemnification claims and other types of litigation risks;

•  the levels of inventory and accounts receivable that we maintain;

•  licensing royalties payable by us;

•  changes in our compensation policies;

•  the issuance of restricted stock units and the related cash payments we make for withholding taxes due from employees;

•  capital improvements for new and existing facilities;

•  technological advances;

•  our competitors’ responses to our products and our anticipation of and responses to their products;

•  our relationships with suppliers and customers;

•  the availability and cost of sufficient foundry, assembly and test capacity and packaging materials; and

•  the level of exercises of stock options and stock purchases under our employee stock purchase plan.

In addition, we may require additional capital to accommodate planned future long-term growth, hiring, infrastructure and facility needs.

Off-Balance Sheet Arrangements

At December 31, 2010 we had no material off-balance sheet arrangements, other than our operating leases.

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Item 7A.   Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

The Company manages its total portfolio to encompass a diversified pool of investment-grade securities to preserve principal and maintain liquidity. Investments in both fixed rate and floating rate instruments carry a degree of interest rate risk. Fixed rate securities may have their market value adversely impacted due to an increase in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due in part to these factors, our future investment income may fall short of expectations due to changes in interest rates or if the decline in fair value of our publicly traded debt investments is judged to be other-than-temporary. We may suffer losses in principal if we are forced to sell securities that have declined in market value due to changes in interest rates. However, because any debt securities we hold are classified as available-for-sale, no gains or losses are realized in the income statement due to changes in interest rates unless such securities are sold prior to maturity or unless declines in value are determined to be other-than-temporary. These securities are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income (loss), a component of shareholders’ equity, net of tax.

In a declining interest rate environment, as short term investments mature, reinvestment occurs at less favorable market rates. Given the short term nature of certain investments, the current interest rate environment may continue to negatively impact our investment income.

To assess the interest rate risk associated with our investment portfolio, we performed a sensitivity analysis to determine the impact a change in interest rates would have on the value of the investment portfolio assuming a 100 basis point parallel shift in the yield curve. Based on investment positions as of December 31, 2010, a 100 basis point increase in interest rates across all maturities would result in an $22.9 million incremental decline in the fair market value of the portfolio. As of December 31, 2009, a similar 100 basis point shift in the yield curve would have resulted in an $8.8 million incremental decline in the fair market value of the portfolio. Such losses would only be realized if we sold the investments prior to maturity.

Actual future gains and losses associated with our investments may differ from the sensitivity analyses performed as of December 31, 2010 due to the inherent limitations associated with predicting the changes in the timing and level of interest rates and our actual exposures and positions.

A hypothetical increase of 100 basis points in short-term interest rates would not have a material impact on our revolving credit facility, which bears a floating interest rate. This sensitivity analysis assumes all other variables will remain constant in future periods.

Our Senior Notes bear fixed interest rates, and therefore, would not be subject to interest rate risk.

Our cash, cash equivalent and marketable securities at December 31, 2010 consisted of $2.591 billion held domestically, with the remaining balance of $1.467 billion held by foreign subsidiaries. There may be adverse tax effects upon repatriation of these funds to the United States.

Exchange Rate Risk

We consider our direct exposure to foreign exchange rate fluctuations to be minimal. Currently, sales to customers and arrangements with third-party manufacturers provide for pricing and payment in United States dollars, and, therefore, are not subject to exchange rate fluctuations. Increases in the value of the United States’ dollar relative to other currencies could make our products more expensive, which could negatively impact our ability to compete. Conversely, decreases in the value of the United States dollar relative to other currencies could result in our suppliers raising their prices to continue doing business with us. Fluctuations in currency exchange rates could affect our business in the future.

Item 8.   Financial Statements and Supplementary Data

The financial statements and supplementary data required by this item are included in Part IV, Item 15 of this Report.

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Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.   Controls and Procedures

We are committed to maintaining disclosure controls and procedures designed to ensure that information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures and implementing controls and procedures based on the application of management’s judgment.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2010, the end of the period covered by this Report.

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended December 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Internal Control

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of management override or improper acts, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to management override, error or improper acts may occur and not be detected. Any resulting misstatement or loss may have an adverse and material effect on our business, financial condition and results of operations.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework set forth in Internal Control — Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2010. The effectiveness of our internal control over financial reporting as of December 31, 2010 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included below.

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Item 9B.   Other Information

None.

PART III

Item 10.   Directors, Executive Officers and Corporate Governance

(a) Identification and Business Experience of Directors; Involvement in Certain Legal Proceedings.  The information under the caption “Election of Directors,” appearing in our Definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with the 2011 Annual Meeting of Shareholders, referred to as the 2011 Proxy Statement, is hereby incorporated by reference.

(b) Identification and Business Experience of Executive Officers and Certain Significant Employees.  The information under the caption “Executive Compensation and Other Information — Elected Officers,” appearing in the 2011 Proxy Statement, is hereby incorporated by reference.

(c) Compliance with Section 16(a) of the Exchange Act.  The information under the caption “Ownership of Securities — Section 16(a) Beneficial Ownership Reporting Compliance,” appearing in the 2011 Proxy Statement, is hereby incorporated by reference.

(d) Code of Ethics.  The information under the caption “Corporate Governance and Board Matters,” appearing in the 2011 Proxy Statement, is hereby incorporated by reference.

(e) Audit Committee.  The information under the caption “Corporate Governance and Board Matters — Audit Committee,” appearing in the 2011 Proxy Statement, is hereby incorporated by reference.

Item 11.   Executive Compensation

The information under the caption “Executive Compensation and Other Information” and “Corporate Governance and Board Matters — Compensation of Non-Employee Directors,” appearing in the 2011 Proxy Statement, is hereby incorporated by reference.

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information under the captions “Equity Compensation Plan Information” and “Ownership of Securities,” appearing in the 2011 Proxy Statement, is hereby incorporated by reference.

Item 13.   Certain Relationships and Related Transactions, and Director Independence

The information under the captions “Certain Relationships and Related Transactions” and “Corporate Governance and Board Matter — Director Independence” appearing in the 2011 Proxy Statement, is hereby incorporated by reference.

Item 14.   Principal Accounting Fees and Services

The information under the caption “Audit Information — Fees Paid to Independent Registered Public Accounting Firm,” appearing in the 2011 Proxy Statement, is hereby incorporated by reference.

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PART IV

Item 15.   Exhibits, Financial Statement Schedules

(a) 1. Financial Statements.

The following Broadcom consolidated financial statements, and related notes thereto, and the related Reports of our Independent Registered Public Accounting Firm are filed as part of this Form 10-K:

	Page
Reports of Independent Registered Public Accounting Firm		F-1
Consolidated Balance Sheets as of December 31, 2010 and 2009		F-3
Consolidated Statements of Income for the years ended December 31, 2010, 2009 and 2008		F-4
Consolidated Statements of Shareholders’ Equity and Comprehensive Income for the years ended December 31, 2010, 2009 and 2008		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008		F-6
Notes to Consolidated Financial Statements		F-7

    2. Financial Statement Schedules.

The following financial statement schedule of Broadcom is filed as part of this Form 10-K:

	Page
Schedule II — Consolidated Valuation and Qualifying Accounts		S-1

All other schedules have been omitted because they are not applicable or not required, or the information is included in the Consolidated Financial Statements or Notes thereto.

    3. Exhibits.

The exhibits listed on the accompanying index to exhibits immediately following the financial statements are filed as part of, or hereby incorporated by reference into, this Report.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

Broadcom Corporation:

We have audited the accompanying consolidated balance sheets of Broadcom Corporation and subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of income, shareholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2010. In connection with our audits of the consolidated financial statements, we also have audited the consolidated financial statement schedule of valuation and qualifying accounts. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Broadcom Corporation and subsidiaries as of December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As discussed in the consolidated financial statements, in 2010 the Company adopted the provisions of FASB Accounting Standards Codification (ASC) Topic 605, Multiple-Deliverable Revenue Arrangements, and FASB ASC Topic 985, Certain Revenue Arrangements That Include Software Elements, and in 2009 the Company adopted FASB ASC Topic 805, Business Combinations.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Broadcom Corporation’s internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 2, 2011, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ KPMG LLP

Irvine, California

February 2, 2011

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

Broadcom Corporation:

We have audited Broadcom Corporation’s internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Broadcom Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Broadcom Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Broadcom Corporation and subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of income, shareholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2010, and our report dated February 2, 2011, expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

Irvine, California

February 2, 2011

F-2

CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)

	December 31,
	2010			2009
Assets
Current assets:
Cash and cash equivalents	$	1,622,423		$	1,397,093
Short-term marketable securities		1,035,252			532,281
Accounts receivable (net of allowance for doubtful accounts of $9,276 in 2010 and $6,787 in 2009)		819,629			508,627
Inventory		597,955			362,428
Prepaid expenses and other current assets		108,248			113,903
Total current assets		4,183,507			2,914,332
Property and equipment, net		266,297			229,317
Long-term marketable securities		1,400,706			438,616
Goodwill		1,677,097			1,329,614
Purchased intangible assets, net		365,840			150,927
Other assets		50,863			64,436
Total assets	$	7,944,310		$	5,127,242
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	604,383		$	437,353
Wages and related benefits		207,607			190,315
Deferred revenue and income		55,116			87,388
Accrued liabilities		404,090			433,294
Total current liabilities		1,271,196			1,148,350
Long-term debt		696,978			—
Long-term deferred revenue		1,039			608
Other long-term liabilities		149,008			86,438
Commitments and contingencies
Shareholders’ equity:
Convertible preferred stock, $.0001 par value:
Authorized shares — 6,432 — none issued and outstanding		—			—
Class A common stock, $.0001 par value:
Authorized shares — 2,500,000
Issued and outstanding shares — 484,732 in 2010 and 438,557 in 2009		48			44
Class B common stock, $.0001 par value:
Authorized shares — 400,000
Issued and outstanding shares — 53,967 in 2010 and 56,999 in 2009		6			6
Additional paid-in capital		11,994,357			11,153,060
Accumulated deficit		(6,177,269	)		(7,259,069	)
Accumulated other comprehensive income (loss)		8,947			(2,195	)
Total shareholders’ equity		5,826,089			3,891,846
Total liabilities and shareholders’ equity	$	7,944,310		$	5,127,242

See accompanying notes.

F-3

CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)

	Year Ended December 31,
	2010		2009		2008
Net revenue:
Product revenue	$	6,589,270	$	4,272,726	$	4,485,239
Income from Qualcomm Agreement (see Note 2)		206,696		170,611		—
Licensing revenue		22,353		46,986		172,886
Total net revenue		6,818,319		4,490,323		4,658,125
Costs and expenses:
Cost of product revenue		3,284,213		2,210,559		2,213,015
Research and development		1,762,323		1,534,918		1,497,668
Selling, general and administrative		590,572		479,362		543,117
Amortization of purchased intangible assets		27,570		14,548		3,392
Impairment of goodwill and other long-lived assets		19,045		18,895		171,593
Settlement costs, net		52,625		118,468		15,810
Restructuring costs (reversals)		111		7,501		(1,000	)
In-process research and development		—		—		42,400
Charitable contribution		—		50,000		—
Total operating costs and expenses		5,736,459		4,434,251		4,485,995
Income from operations		1,081,860		56,072		172,130
Interest income, net		9,032		13,901		52,201
Other income (expense), net		6,428		2,218		(2,016	)
Income before income taxes		1,097,320		72,191		222,315
Provision for income taxes		15,520		6,930		7,521
Net income	$	1,081,800	$	65,261	$	214,794
Net income per share (basic)	$	2.13	$	0.13	$	0.42
Net income per share (diluted)	$	1.99	$	0.13	$	0.41
Weighted average shares (basic)		508,444		494,038		512,648
Weighted average shares (diluted)		544,612		512,645		524,208
Dividends per share	$	0.32	$	—	$	—

The following table presents details of total stock-based compensation expense included in each functional line item in the consolidated statements of income above (see Note 9):

	Years Ended December 31,
	2010		2009		2008
	(In thousands)
Cost of product revenue	$	22,502	$	24,545	$	24,997
Research and development		341,733		351,884		358,018
Selling, general and administrative		118,789		119,918		126,359

See accompanying notes.

F-4

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME
(In thousands)

													Accumulated
													Other
							Additional						Comprehensive			Total
	Common Stock						Paid-In			Accumulated			Income			Shareholders’
	Shares			Amount			Capital			Deficit			(Loss)			Equity
Balance at December 31, 2007		537,258		$	54		$	11,576,042		$	(7,539,124	)	$	(824	)	$	4,036,148
Shares issued pursuant to stock awards, net		12,573			1			34,059			—			—			34,060
Employee stock purchase plan		4,413			—			78,720			—			—			78,720
Repurchases of Class A common stock		(65,226	)		(6	)		(1,267,880	)		—			—			(1,267,886	)
Stock-based compensation expense		—			—			509,374			—			—			509,374
Components of comprehensive income:
Unrealized gain on marketable securities		—			—			—			—			5,213			5,213
Translation adjustments		—			—			—			—			(3,356	)		(3,356	)
Net income		—			—			—			214,794			—			214,794
Comprehensive income		—			—			—			—			—			216,651
Balance at December 31, 2008		489,018			49			10,930,315			(7,324,330	)		1,033			3,607,067
Shares issued pursuant to stock awards, net		15,680			1			59,054			—			—			59,055
Employee stock purchase plan		5,858			—			85,491			—			—			85,491
Repurchases of Class A common stock		(15,000	)		—			(421,869	)		—			—			(421,869	)
Stock-based compensation expense		—			—			500,069			—			—			500,069
Components of comprehensive income:
Unrealized loss on marketable securities		—			—			—			—			(4,624	)		(4,624	)
Translation adjustments		—			—			—			—			1,396			1,396
Net income		—			—			—			65,261			—			65,261
Comprehensive income		—			—			—			—			—			62,033
Balance at December 31, 2009		495,556			50			11,153,060			(7,259,069	)		(2,195	)		3,891,846
Shares issued pursuant to stock awards, net		46,104			4			709,576			—			—			709,580
Employee stock purchase plan		6,166			—			93,771			—			—			93,771
Repurchases of Class A common stock		(9,127	)		—			(281,642	)		—			—			(281,642	)
Dividends paid								(163,432	)								(163,432	)
Stock-based compensation expense		—			—			483,024			—			—			483,024
Components of comprehensive income:
Unrealized loss on marketable securities		—			—			—			—			(4,049	)		(4,049	)
Translation adjustments		—			—			—			—			15,191			15,191
Net income		—			—			—			1,081,800			—			1,081,800
Comprehensive income		—			—			—			—			—			1,092,942
Balance at December 31, 2010		538,699		$	54		$	11,994,357		$	(6,177,269	)	$	8,947		$	5,826,089

See accompanying notes.

F-5

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

	Year Ended December 31,
	2010			2009			2008
Operating activities
Net income	$	1,081,800		$	65,261		$	214,794
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		78,732			74,435			78,236
Stock-based compensation expense:
Stock options and other awards		121,341			159,790			224,244
Restricted stock units		361,683			336,557			285,130
Acquisition-related items:
Amortization of purchased intangible assets		58,594			30,744			19,249
Impairment of goodwill and long-lived assets		19,045			18,895			171,593
In-process research and development		—			—			42,400
Loss (gain) on strategic investments, net		(2,490	)		—			4,266
Non-cash restructuring reversals, net		(313	)		(1,944	)		(1,000	)
Loss (gain) on sale of marketable securities		—			(1,046	)		1,781
Changes in operating assets and liabilities:
Accounts receivable		(286,681	)		(131,656	)		(3,294	)
Inventory		(208,095	)		12,013			(112,173	)
Prepaid expenses and other assets		26,821			8,714			(11,273	)
Accounts payable		145,808			122,985			616
Deferred revenue and income		(31,841	)		71,760			(7,736	)
Accrued settlement costs		(122,306	)		170,500			(2,000	)
Other accrued and long-term liabilities		128,728			49,885			14,782
Net cash provided by operating activities		1,370,826			986,893			919,615
Investing activities
Net purchases of property and equipment		(108,924	)		(66,570	)		(82,808	)
Net cash paid for acquired companies		(599,479	)		(165,258	)		(170,541	)
Purchases of strategic investments, net		(3,510	)		(2,000	)		(355	)
Purchases of marketable securities		(2,933,715	)		(1,138,681	)		(1,115,704	)
Proceeds from sales and maturities of marketable securities		1,467,595			871,152			624,026
Net cash used in investing activities		(2,178,033	)		(501,357	)		(745,382	)
Financing activities
Issuance of long-term debt, net		691,393			—			—
Repurchases of Class A common stock		(280,336	)		(421,869	)		(1,283,952	)
Dividends paid		(163,432	)		—			—
Payment of assumed debt		(14,560	)		—			—
Proceeds from issuance of common stock		936,326			227,209			171,853
Minimum tax withholding paid on behalf of employees for restricted stock units		(136,854	)		(84,428	)		(58,061	)
Net cash provided by (used) in financing activities		1,032,537			(279,088	)		(1,170,160	)
Increase (decrease) in cash and cash equivalents		225,330			206,448			(995,927	)
Cash and cash equivalents at beginning of year		1,397,093			1,190,645			2,186,572
Cash and cash equivalents at end of year	$	1,622,423		$	1,397,093		$	1,190,645
Supplemental disclosure of cash flow information
Income taxes paid	$	15,484		$	16,747		$	9,799

See accompanying notes.

F-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010

1.   Summary of Significant Accounting Policies

Our Company

Broadcom Corporation (including our subsidiaries, referred to collectively in this Report as “Broadcom,” “we,” “our” and “us”) is a major technology innovator and global leader in semiconductors for wired and wireless communications. Our products enable the delivery of voice, video, data and multimedia to and throughout the home, the office and the mobile environment. We provide the industry’s broadest portfolio of state-of-the-art system-on-a-chip, or SoC, and software solutions to manufacturers of computing and networking equipment, digital entertainment and broadband access products, and mobile devices.

Basis of Presentation

Our consolidated financial statements include the accounts of Broadcom and our subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Foreign Currency

The functional currency for most of our international operations is the U.S. dollar. The functional currency for a small number of our foreign subsidiaries is the local currency. Assets and liabilities denominated in foreign currencies are translated using the exchange rates on the balance sheet dates. Revenues and expenses are translated using the average exchange rates prevailing during the year. Any translation adjustments resulting from this process are shown separately as a component of accumulated other comprehensive income (loss) within shareholders’ equity in the consolidated balance sheets. Foreign currency transaction gains and losses are reported in other income (expense), net in the consolidated statements of income.

Use of Estimates

The preparation of financial statements in accordance with United States generally accepted accounting principles, or GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements and the reported amounts of total net revenue and expenses in the reporting periods. We regularly evaluate estimates and assumptions related to revenue recognition, rebates, allowances for doubtful accounts, sales returns and allowances, warranty reserves, inventory reserves, stock-based compensation expense, goodwill and purchased intangible asset valuations, strategic investments, deferred income tax asset valuation allowances, uncertain tax positions, tax contingencies, self-insurance, restructuring costs or reversals, litigation and other loss contingencies. These estimates and assumptions are based on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue, costs and expenses that are not readily apparent from other sources. The actual results we experience may differ materially and adversely from our estimates. To the extent there are material differences between the estimates and actual results, our future results of operations will be affected.

Revenue Recognition

We derive revenue principally from sales of integrated circuit products, royalties and license fees for our intellectual property, software and related services. The timing of revenue recognition and the amount of revenue actually recognized in each case depends upon a variety of factors, including the specific terms of each arrangement and the nature of our deliverables and obligations. Determination of the appropriate amount of revenue recognized involves judgments and estimates that we believe are reasonable, but actual results may differ from our estimates. We recognize product revenue when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the price to the customer is fixed or determinable, and (iv) collection of the resulting receivable is reasonably assured. These criteria are usually met at the time of product shipment. We record reductions

F-7

of revenue for estimated product returns and pricing adjustments, such as competitive pricing programs and rebates, in the same period that the related revenue is recorded. The amount of these reductions is based on historical sales returns, analysis of credit memo data, specific criteria included in rebate agreements, and other factors known at the time. We accrue 100% of potential rebates at the time of sale and do not apply a breakage factor. We reverse the accrual for unclaimed rebate amounts as specific rebate programs contractually end and when we believe unclaimed rebates are no longer subject to payment and will not be paid. See Note 2 for a summary of our rebate activity.

Multiple Element Arrangements Excluding Software

In addition, we occasionally enter into contracts that contain multiple deliverables. Judgment is required to properly identify the accounting units of the multiple deliverable transactions and to determine the manner in which revenue should be allocated among the accounting units. Moreover, judgment is used in interpreting the commercial terms and determining when all criteria of revenue recognition have been met in order for revenue recognition to occur in the appropriate accounting period. While changes in the allocation of the estimated sales price between the units of accounting will not affect the amount of total revenue recognized for a particular sales arrangement, any material changes in these allocations could impact the timing of revenue recognition, which could affect our results of operations.

In 2009, the Financial Accounting Standards Board issued amended revenue recognition guidance for arrangements with multiple deliverables and certain software sold with tangible products. This new guidance eliminates the residual method of revenue recognition and allows the use of management’s best estimate of selling price for individual elements of an arrangement when vendor specific evidence or third party evidence is unavailable. We have implemented this guidance prospectively beginning in the first quarter of fiscal 2010 for transactions that were initiated or materially modified during fiscal 2010. The implementation of the new guidance did not have a material impact on reported net sales as compared to net sales under previous guidance, as the new guidance did not change the units of accounting within sales arrangements and the elimination of the residual method for the allocation of arrangement consideration had an inconsequential impact on the amount and timing of reported net sales.

Distributor Revenue

A portion of our product sales is made through distributors under agreements allowing for pricing credits and/or rights of return. These pricing credits and/or right of return provisions prevent us from being able to reasonably estimate the final price of the inventory to be sold and the amount of inventory that could be returned pursuant to these agreements. As a result, the fixed and determinable revenue recognition criterion has not been met at the time we deliver products to our distributors. Accordingly, product revenue from sales made through these distributors is not recognized until the distributors ship the product to their customers. We also maintain inventory, or hubbing, arrangements with certain of our customers. Pursuant to these arrangements, we deliver products to a customer or a designated third party warehouse based upon the customers’ projected needs, but do not recognize product revenue unless and until the customer reports that it has removed our product from the warehouse and taken title and risk of loss.

Software, Royalties and Cancellation Fee revenue

Revenue from software licenses is recognized when all revenue recognition criteria are met and, if applicable, when vendor specific objective evidence, or VSOE, exists to allocate the total license fee to each element of multiple-element software arrangements, including post-contract customer support. Post-contract support is recognized ratably over the support period. When a contract contains multiple elements wherein the only undelivered element is post-contract customer support and VSOE of the fair value of post-contract customer support does not exist, revenue from the entire arrangement is recognized ratably over the support period. Software royalty revenue is recognized on a quarterly lag, based upon reports received from licensees during the period, unless collectability is not reasonably assured, in which case revenue is recognized when payment is received from the licensee. Revenue from cancellation fees is recognized when cash is received from the customer.

F-8

License Revenue

We license or otherwise provide rights to use portions of our intellectual property portfolio, which includes certain patent rights essential to and/or utilized in the manufacture and sale of certain wireless products. Licensees typically pay a license fee in one or more installments and ongoing royalties based on their sales of products incorporating or using our licensed intellectual property. License fees are recognized over the estimated period of benefit to the licensee, typically 5 to 10 years. Our licensees, however, do not report and pay royalties owed for sales in any given quarter until after the conclusion of that quarter. We recognize royalty revenues based on royalties reported by licensees and when other revenue recognition criteria are met.

Income from the Qualcomm Agreement

On April 26, 2009 we entered into a four-year Settlement and Patent License and Non-Assert Agreement, or the Qualcomm Agreement, with Qualcomm Incorporated, or Qualcomm. The Qualcomm Agreement is a multiple element arrangement which includes: (i) an exchange of intellectual property rights, including in certain circumstances, by a series of covenants not to assert claims of patent infringement under future patents issued within one to four years of the execution date of the agreement, (ii) the assignment of certain existing patents by Broadcom to Qualcomm with Broadcom retaining a royalty-free license under these patents, and (iii) the settlement of all outstanding litigation and claims between us and Qualcomm. The proceeds of the Qualcomm Agreement were allocated amongst the principal elements of the transaction. A gain of $65.3 million from the settlement of litigation was immediately recognized as a reduction in settlement costs that approximates the value of awards determined by the United States District Court for the Central District of California. The remaining consideration was predominantly associated with the transfer of current and future intellectual property rights and is being recognized within net revenue over the performance period of four years as a single unit of accounting. However this income will be limited to the lesser of the cumulative straight-line amortization over the four year performance period or the cumulative cash proceeds received.

Deferred Revenue and Income

We defer revenue and income when advance payments are received from customers before performance obligations have been completed and/or services have been performed. Deferred revenue does not include amounts from products delivered to distributors that the distributors have not yet sold through to their end customers.

Cost of Product Revenue

Cost of product revenue comprises the cost of our semiconductor devices, which consists of the cost of purchasing finished silicon wafers manufactured by independent foundries, costs associated with our purchase of assembly, test and quality assurance services and packaging materials for semiconductor products, as well as royalties paid to vendors for use of their technology. Also included in cost of product revenue is the amortization of purchased technology, and manufacturing overhead, including costs of personnel and equipment associated with manufacturing support, product warranty costs, provisions for excess and obsolete inventories, and stock-based compensation expense for personnel engaged in manufacturing support.

Concentration of Credit Risk

We sell the majority of our products throughout North America, Asia and Europe. Sales to our recurring customers are generally made on open account while sales to occasional customers are typically made on a prepaid or letter of credit basis. We perform periodic credit evaluations of our recurring customers and generally do not require collateral. An allowance for doubtful accounts is maintained for potential credit losses, which losses historically have not been significant.

We invest our cash in U.S. Treasury instruments, in deposits and money market funds with major financial institutions and in commercial paper and corporate and agency bonds. We place our cash investments in instruments that meet high credit quality standards, as specified in our investment policy guidelines. These guidelines also limit the amount of credit exposure to any one issue, issuer or type of instrument. It is our policy

F-9

to invest in instruments that have a final maturity of no longer than three years, with a portfolio weighted average maturity of no longer than 18 months.

Fair Value of Financial Instruments

Our financial instruments consist principally of cash and cash equivalents, short- and long-term marketable securities, accounts receivable and accounts payable and long-term debt. The fair value of a financial instrument is the amount that would be received in an asset sale or paid to transfer a liability in an orderly transaction between unaffiliated market participants. The fair value of our long-term debt was determined by using estimated market prices. Assets and liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial instruments within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is prioritized into three levels (with Level 3 being the lowest) defined as follows:

Level 1:  Inputs are based on quoted market prices for identical assets or liabilities in active markets at the measurement date.

Level 2:  Inputs include quoted prices for similar assets or liabilities in active markets and/or quoted prices for identical or similar assets or liabilities in markets that are not active near the measurement date.

Level 3:  Inputs include management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument’s valuation.

The fair value of the majority of our cash equivalents and marketable securities was determined based on “Level 1” inputs. The fair value of certain marketable securities and our long-term debt were determined based on “Level 2” inputs. We do not have any marketable securities in the “Level 3” category. We believe that the recorded values of all our other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

Cash, Cash Equivalents and Marketable Securities

We consider all highly liquid investments that are readily convertible into cash and have an original maturity of three months or less at the time of purchase to be cash equivalents. The cost of these investments approximates their fair value. We maintain an investment portfolio of various security holdings, types and maturities. We define marketable securities as income yielding securities that can be readily converted into cash. Marketable securities’ short-term and long-term classifications are based on remaining maturities at each reporting period. Examples of marketable securities include U.S. Treasury and agency obligations, commercial paper and corporate notes and bonds. We place our cash investments in instruments that meet credit quality standards and concentration exposures as specified in our investment policy. It is our policy to invest in instruments that have a final maturity not to exceed three years and a portfolio weighted average maturity not to exceed 18 months. We do not use derivative financial instruments.

We account for our investments in debt and equity instruments as available-for-sale. Management determines the appropriate classification of such securities at the time of purchase and re-evaluates such classification as of each balance sheet date. Cash equivalents and marketable securities are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income (loss), a component of shareholders’ equity, net of tax. We assess whether our investments with unrealized loss positions are other than temporarily impaired. Unrealized gains and losses and declines in value judged to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net in the consolidated statements of income.

Allowance for Doubtful Accounts

We evaluate the collectibility of accounts receivable based on a combination of factors. In cases where we are aware of circumstances that may impair a specific customer’s ability to meet its financial obligations subsequent to the original sale, we will record an allowance against amounts due, and thereby reduce the net recognized receivable to the amount we reasonably believe will be collected. For all other customers, we recognize allowances for

F-10

doubtful accounts based on the length of time the receivables are past due, industry and geographic concentrations, the current business environment and our historical experience.

Inventory

Inventory consists of work in process and finished goods and is stated at the lower of cost (first-in, first-out) or market. We write down the carrying value of our inventory to net realizable value for estimated obsolescence or unmarketable inventory in an amount equal to the difference between the cost of inventory and its estimated realizable value based upon assumptions about future demand and market conditions, among other factors. Shipping and handling costs are classified as a component of cost of product revenue in the consolidated statements of income. Inventory acquired through business combinations is recorded at its acquisition date fair value which is the net realizable value less a normal profit margin depending on the stage of inventory completion.

Property and Equipment

Property and equipment are carried at cost. Depreciation and amortization are provided using the straight-line method over the assets’ estimated remaining useful lives, ranging from one to ten years. Depreciation and amortization of leasehold improvements are computed using the shorter of the remaining lease term or ten years.

Goodwill and Other Long-Lived Assets

Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the acquired net tangible and intangible assets. Effective January 1, 2009 in-process research and development, or IPR&D, and defensive assets acquired are capitalized. Other long-lived assets primarily represent purchased intangible assets including developed technology, customer relationships and IPR&D. We currently amortize our intangible assets with definitive lives over periods ranging from one to fifteen years using a method that reflects the pattern in which the economic benefits of the intangible asset are consumed or otherwise used or, if that pattern cannot be reliably determined, using a straight-line amortization method. We capitalize IPR&D projects acquired as part of a business combination. On completion of each project, IPR&D assets will be amortized over their estimated useful lives. If any of the projects are abandoned, we would be required to impair the related IPR&D asset.

Impairment of Goodwill and Other Long-Lived Assets

We test goodwill for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis in the fourth quarter or more frequently if we believe indicators of impairment exist. The performance of the test involves a two-step process. The first step of the impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. We generally determine the fair value of our reporting units using the income approach methodology of valuation that includes the discounted cash flow method as well as other generally accepted valuation methodologies. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, we perform the second step of the goodwill impairment test to determine the amount of impairment loss. The second step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill.

We test for the impairment of long-lived assets, including other purchased intangible assets, when indicators of impairment, such as reductions in demand, the abandonment of IPR&D projects or significant economic slowdowns in the semiconductor industry, are present. Reviews are performed to determine whether the carrying value of an asset is impaired, based on comparisons to undiscounted expected future cash flows. If this comparison indicates that there is impairment, the impaired asset is written down to fair value, which is typically calculated using: (i) quoted market prices or (ii) discounted expected future cash flows utilizing an appropriate discount rate. Impairment is based on the excess of the carrying amount over the fair value of those assets.

F-11

Warranty

Our products typically carry a one to three year warranty. We establish reserves for estimated product warranty costs at the time revenue is recognized based upon our historical warranty experience, and additionally for any known product warranty issues. If actual costs differ from our initial estimates, we record the difference in the period they are identified. Actual claims are charged against the warranty reserve. See Note 2 for a summary of our warranty activity.

Guarantees and Indemnifications

In some agreements to which we are a party, we have agreed to indemnify the other party for certain matters such as product liability and other items. We include intellectual property indemnification provisions in our standard terms and conditions of sale for our products and have also included such provisions in certain agreements with third parties. We have and will continue to evaluate and provide reasonable assistance for these other parties. This may include certain levels of financial support to minimize the impact of the litigation in which they are involved. To date, there have been no known events or circumstances that have resulted in any material costs related to these indemnification provisions and no liabilities therefor have been recorded in the accompanying consolidated financial statements. However, the maximum potential amount of the future payments we could be required to make under these indemnification obligations could be significant.

We have obligations to indemnify certain of our present and former directors, officers and employees to the maximum extent not prohibited by law. Under these obligations, Broadcom is required (subject to certain exceptions) to indemnify each such director, officer and employee against expenses, including attorneys’ fees, judgments, fines and settlements, paid by such individual. The potential amount of the future payments we could be required to make under these indemnification obligations could be significant. We maintain directors’ and officers’ insurance policies that may generally limit our exposure and enable us to recover a portion of the amounts paid with respect to such obligations; however, we will not be able to effect any further recoveries under such policies with respect to currently pending litigation concerning our prior equity award practices.

Income Taxes

We utilize the asset and liability method of accounting for income taxes, under which deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized.

Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. Income tax positions that previously failed to meet the more-likely-than-not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met. We recognize potential accrued interest and penalties related to unrecognized tax benefits within the consolidated statements of income as income tax expense.

Research and Development Expense

Research and development expenditures are expensed in the period incurred.

Stock-Based Compensation

Broadcom has in effect stock incentive plans under which incentive stock options have been granted to employees and restricted stock units and non-qualified stock options have been granted to employees and non-employee members of the Board of Directors. We also have an employee stock purchase plan for all eligible employees. We are required to estimate the fair value of share-based awards on the date of grant. The value of the award is principally recognized as an expense ratably over the requisite service periods. The fair value of our restricted stock units is based on the closing market price of our Class A common stock on the date of grant less our expected dividend yield. We have estimated the fair value of stock options and stock purchase rights as of the date of grant or assumption using the Black-Scholes option pricing model, which was developed for use in

F-12

estimating the value of traded options that have no vesting restrictions and that are freely transferable. The Black-Scholes model considers, among other factors, the expected life of the award, the expected volatility of our stock price and the expected dividend yield. We evaluate the assumptions used to value stock options and stock purchase rights on a quarterly basis. The fair values generated by the Black-Scholes model may not be indicative of the actual fair values of our equity awards, as it does not consider other factors important to those awards to employees, such as continued employment, periodic vesting requirements and limited transferability.

Litigation and Settlement Costs

Legal costs are expensed as incurred. We are involved in disputes, litigation and other legal actions in the ordinary course of business. We record a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and (ii) the loss or range of loss can be reasonably estimated. This generally occurs when an agreement in principle has been reached by both parties that includes substantive terms, conditions and amounts.

Self-Insurance

We are self-insured for certain healthcare benefits provided to our U.S. employees. The liability for the self-insured benefits is limited by the purchase of stop-loss insurance. The stop-loss coverage provides payment for aggregate claims exceeding $0.3 million per covered person for any given year.

Accruals for losses are made based on our claim experience and actuarial estimates based on historical data. Actual losses may differ from accrued amounts. Should actual losses exceed the amounts expected and if the recorded liabilities are insufficient, an additional expense will be recorded.

Accumulated Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) includes foreign currency translation adjustments and unrealized gains or losses on investments. This information is provided in our statements of shareholders’ equity. Accumulated other comprehensive income (loss) on the consolidated balance sheets at December 31, 2010 and 2009 represents accumulated translation adjustments and unrecognized gains and losses on investments classified as available for sale.

Net Income Per Share

Net income per share (basic) is calculated by dividing net income by the weighted average number of common shares outstanding during the year. Net income per share (diluted) is calculated by adjusting outstanding shares, assuming any dilutive effects of options and restricted stock units calculated using the treasury stock method. Under the treasury stock method, an increase in the fair market value of our Class A common stock results in a greater dilutive effect from outstanding options, stock purchase rights and restricted stock units. Additionally, the exercise of employee stock options and stock purchase rights and the vesting of restricted stock units results in a further dilutive effect on net income per share.

Recent Accounting Pronouncements

In September 2009 the Financial Accounting Standards Board, or FASB, reached a consensus on Accounting Standards Update, or ASU, 2009-13, Revenue Recognition (Topic 605) — Multiple-Deliverable Revenue Arrangements, or ASU 2009-13 and ASU 2009-14, Software (Topic 985) — Certain Revenue Arrangements That Include Software Elements, or ASU 2009-14. ASU 2009-13 modifies the requirements that must be met for an entity to recognize revenue from the sale of a delivered item that is part of a multiple-element arrangement when other items have not yet been delivered. ASU 2009-13 establishes a selling price hierarchy that allows for the use of an estimated selling price to determine the allocation of arrangement consideration to a deliverable in a multiple element arrangement where neither VSOE nor third-party evidence, or TPE, is available for that deliverable. In the absence of VSOE or TPE of the standalone selling price for one or more delivered or undelivered elements in a multiple-element arrangement, entities are required to estimate the selling prices of those elements. Overall arrangement

F-13

consideration is allocated to each element (both delivered and undelivered items) based on their relative selling prices, regardless of whether those selling prices are evidenced by VSOE or TPE or are based on the entity’s estimated selling price. The residual method of allocating arrangement consideration has been eliminated. ASU 2009-14 modifies the software revenue recognition guidance to exclude from its scope tangible products that contain both software and non-software components that function together to deliver a product’s essential functionality. We adopted the provisions of these ASUs effective January 1, 2010 and they did not have a material impact on our results of operations.

In January 2010 the FASB issued guidance that eliminates the concept of a qualifying special-purpose entity, or QSPE, revises conditions for reporting a transfer of a portion of a financial asset as a sale (e.g., loan participations), clarifies the derecognition criteria, eliminates special guidance for guaranteed mortgage securitizations, and changes the initial measurement of a transferor’s interest in transferred financial assets. This guidance is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after November 15, 2009. We adopted the provisions of this guidance effective January 1, 2010, which did not have a material impact on our financial statements.

In January 2010 the FASB issued guidance that revises analysis for identifying the primary beneficiary of a variable interest entity, or VIE, by replacing the previous quantitative-based analysis with a framework that is based more on qualitative judgments. The new guidance requires the primary beneficiary of a VIE to be identified as the party that both (i) has the power to direct the activities of a VIE that most significantly impact its economic performance and (ii) has an obligation to absorb losses or a right to receive benefits that could potentially be significant to the VIE. This guidance is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after November 15, 2009. We adopted the provisions of this guidance effective January 1, 2010, which did not have a material impact on our financial statements.

In January 2010 the FASB issued guidance that expands the interim and annual disclosure requirements of fair value measurements, including the information about movement of assets between Level 1 and 2 of the three-tier fair value hierarchy established under its fair value measurement guidance. This guidance also requires separate disclosure for purchases, sales, issuances and settlements in the reconciliation for fair value measurements using significant unobservable inputs using Level 3 methodologies. Except for the detailed disclosure in the Level 3 reconciliation, which is effective for the fiscal years beginning after December 15, 2010, we adopted the relevant provisions of this guidance effective January 1, 2010, which did not have a material impact on our financial statements.

In April 2010 the FASB reached a consensus on the Milestone Method of Revenue Recognition which provides guidance on the criteria that should be met for determining whether the milestone method of revenue recognition is appropriate. A vendor can recognize consideration that is contingent upon the achievement of a milestone in its entirety as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive. The updated guidance is effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years beginning on or after June 15, 2010, with early adoption permitted. We adopted the provisions of this guidance effective July 1, 2010, which did not have a material impact on our consolidated financial statements.

2.   Supplemental Financial Information

Net Revenue

The following table presents details of our product revenue:

	Year Ended December 31,
	2010			2009			2008
Product sales through direct sales force(1)		77.6	%		78.8	%		83.6	%
Product sales through distributors(2)		22.4			21.2			16.4
		100.0	%		100.0	%		100.0	%

(1)	Includes 7.8%, 7.1% and 6.1% of product sales maintained under hubbing arrangements with certain of our customers in 2010, 2009 and 2008, respectively.
(2)	Includes 7.9%, 8.1% and 4.4% of product sales maintained under fulfillment distributor arrangements in 2010, 2009 and 2008, respectively.

F-14

Inventory

The following table presents details of our inventory:

	December 31,
	2010		2009
	(In thousands)
Work in process	$	279,405	$	157,148
Finished goods		318,550		205,280
	$	597,955	$	362,428

Property and Equipment

The following table presents details of our property and equipment:

			December 31,
	Useful Life		2010			2009
	(In years)		(In thousands)
Leasehold improvements		1 to 10	$	173,025		$	163,302
Office furniture and equipment		3 to 7		28,746			26,382
Machinery and equipment		3 to 5		313,194			235,142
Computer software and equipment		2 to 4		141,827			122,213
Construction in progress		N/A		13,908			6,666
				670,700			553,705
Less accumulated depreciation and amortization				(404,403	)		(324,388	)
			$	266,297		$	229,317

Goodwill

The following table summarizes the activity related to the carrying value of our goodwill:

	Reportable Segments
	Broadband			Mobile &			Infrastructure &
	Communications			Wireless			Networking			Consolidated
	(In thousands)
Goodwill	$	483,781		$	802,269		$	1,822,500		$	3,108,550
Accumulated impairment losses		—			(543,198	)		(1,286,109	)		(1,829,307	)
Goodwill at December 31, 2008	$	483,781		$	259,071		$	536,391		$	1,279,243
Goodwill recorded in connection with acquisitions		1,389			—			51,123			52,512
Escrow related and other		(2,141	)		—			—			(2,141	)
Goodwill at December 31, 2009	$	483,029		$	259,071		$	587,514		$	1,329,614
Goodwill recorded in connection with acquisitions		110,825			188,381			35,760			334,966
Contingent consideration		1,025			—			—			1,025
Escrow related and other		—			—			(4	)		(4	)
Goodwill at December 31, 2010	$	594,879		$	447,452		$	623,270		$	1,665,601
Effects of foreign currency translation											11,496
Goodwill at December 31, 2010										$	1,677,097

For a detailed discussion of our annual impairment assessment of goodwill, see Note 10.

F-15

Purchased Intangible Assets

The following table presents details of our purchased intangible assets:

	December 31,							December 31,
	2010							2009
			Accumulated							Accumulated
			Amortization &							Amortization &
	Gross		Impairments			Net		Gross		Impairments			Net
	(In thousands)
Developed technology(1)	$	485,234	$	(240,312	)	$	244,922	$	278,297	$	(207,517	)	$	70,780
In-process research and development		55,640		—			55,640		50,860		—			50,860
Customer relationships		154,155		(101,547	)		52,608		107,366		(79,212	)		28,154
Customer backlog		9,836		(8,272	)		1,564		3,736		(3,736	)		—
Other		10,842		(8,728	)		2,114		9,214		(8,081	)		1,133
	$	715,707	$	(358,859	)	$	356,848	$	449,473	$	(298,546	)	$	150,927
Effects of foreign currency translation							8,992						$	—
						$	365,840						$	150,927

(1) In 2010 we recorded an impairment charge to developed technology of $1.8 million. Included in accumulated amortization in 2009 is an impairment charge of $16.1 million related to the acquisition of the DTV Business of AMD. The primary factor contributing to these impairment charges was the continued reduction in our revenue outlook for the acquired assets. In 2010, $50.9 million of IPR&D projects were completed and reclassified to developed technology and will be amortized to cost of product revenue over the expected benefit period.

The following table presents details of the amortization of purchased intangible assets included in the cost of product revenue and other operating expense categories:

	Year Ended December 31,
	2010		2009		2008
	(In thousands)
Cost of product revenue	$	31,024	$	16,196	$	15,857
Other operating expenses		27,570		14,548		3,392
	$	58,594	$	30,744	$	19,249

The following table presents details of estimated future amortization of existing purchased intangible assets, including IPR&D. We amortize our intangible assets with definitive lives using a method that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise used or, if that pattern cannot be reliably determined, using the straight-line amortization method. If we acquire additional purchased intangible assets in the future, our cost of product revenue or operating expenses will be increased by the amortization of those assets.

	Purchased Intangible Assets Amortization by Year
	2011		2012		2013		2014		2015		Thereafter		Total
	(In thousands)
Cost of product revenue	$	58,508	$	71,915	$	62,917	$	48,462	$	29,101	$	37,251	$	308,154
Other operating expenses		27,810		10,057		3,359		3,376		3,444		9,640		57,686
	$	86,318	$	81,972	$	66,276	$	51,838	$	32,545	$	46,891	$	365,840

F-16

Accrued Liabilities

The following table presents details of our accrued liabilities:

	December 31,
	2010		2009
	(In thousands)
Accrued rebates	$	270,288	$	162,212
Accrued settlement charges		16,557		176,707
Accrued legal costs		27,576		36,739
Accrued taxes		13,859		13,854
Warranty reserve		13,275		10,430
Restructuring liabilities		—		1,328
Other		62,535		32,024
	$	404,090	$	433,294

Other Long-Term Liabilities

The following table presents details of our long-term liabilities:

	December 31,
	2010		2009
	(In thousands)
Deferred rent	$	39,339	$	32,931
Accrued taxes		29,142		24,919
Deferred tax liabilities		34,674		22,722
Accrued Settlement Charges		37,844		—
Other long-term liabilities		8,009		5,866
	$	149,008	$	86,438

Accrued Rebate Activity

The following table summarizes the activity related to accrued rebates:

	Year Ended
	December 31,
	2010			2009
	(In thousands)
Beginning balance	$	162,212		$	125,058
Charged as a reduction to revenue		526,053			311,687
Reversal of unclaimed rebates		(4,438	)		(10,479	)
Payments		(413,539	)		(264,054	)
Ending balance	$	270,288		$	162,212

Warranty Reserve Activity

The following table summarizes the activity related to warranty reserve:

	Year Ended December 31,
	2010			2009
	(In thousands)
Beginning balance	$	10,430		$	11,473
Charged to costs and expenses		7,565			4,561
Payments		(4,720	)		(5,604	)
Ending balance	$	13,275		$	10,430

F-17

Computation of Net Income Per Share

The following table presents the computation of net income per share:

	Year Ended December 31,
	2010			2009			2008
	(In thousands, except per share data)
Numerator: Net income	$	1,081,800		$	65,261		$	214,794
Denominator: Weighted average shares outstanding		508,450			494,114			512,741
Less: Unvested common shares outstanding		(6	)		(76	)		(93	)
Denominator for net income per share (basic)		508,444			494,038			512,648
Effect of dilutive securities:
Unvested common shares outstanding		3			31			4
Stock awards		36,165			18,576			11,556
Denominator for net income per share (diluted)		544,612			512,645			524,208
Net income per share (basic)	$	2.13		$	0.13		$	0.42
Net income per share (diluted)	$	1.99		$	0.13		$	0.41

Net income per share (diluted) does not include the effect of anti-dilutive common share equivalents resulting from outstanding equity awards. There were 20.4 million, 73.2 million and 127.5 million anti-dilutive common share equivalents in 2010, 2009 and 2008, respectively.

Income from the Qualcomm Agreement

As part of the Qualcomm Agreement, each party granted certain rights under its patent portfolio to the other party including, in certain circumstances, under future patents issued within one to four years after April 26, 2009. The term of the Qualcomm Agreement commenced April 26, 2009 and will continue until the expiration of the last to expire of the covered patents. In addition, certain existing patents were assigned by Broadcom to Qualcomm with Broadcom retaining a royalty-free license under these patents. The Qualcomm Agreement also resulted in the parties dismissing with prejudice all outstanding litigation between them, and in Broadcom withdrawing its complaints with foreign competition authorities. Under the terms of the agreement, Qualcomm is expected to make payments to Broadcom totaling $891.2 million, of which $459.2 million has been paid through December 31, 2010. The remaining balance of $432.0 million is expected to be paid in ten equal and successive quarterly payments of $43.2 million each, continuing in the three months ending March 31, 2011 and concluding in the three months ending June 30, 2013.

We allocated the payment due us under the Qualcomm Agreement amongst several elements. In 2009 we recorded a gain from the settlement of litigation related to intellectual property of $65.3 million, which was recorded as a reduction in settlement costs and approximated the value of the settlements determined by the United States District Court for the Central District of California.

The fair value associated with the transfer of intellectual property rights, as well as the settlement of other outstanding litigation, of $825.9 million, has been accounted for as a single unit of accounting and recognized within net revenue over the Qualcomm Agreement’s performance period of four years; recognition is limited to the lesser of the cumulative straight-line amortization over the four year performance period or the cumulative cash proceeds received. As a result, income from the Qualcomm Agreement will never be recorded ahead of cash payments received. We also recognized income from the Qualcomm Agreement of $30.5 million in 2009 related to previous payments made to us by Qualcomm for shipments from May 2007 through December 31, 2008, related to a court-ordered permanent injunction. We had deferred the recognition of these amounts, which were received during 2008, due to continuing litigation appeals. These appeals were resolved through the Qualcomm Agreement.

F-18

Income from the Qualcomm Agreement is expected to be recognized as follows:

	2011		2012		2013		Thereafter		Total
	(In thousands)
Income from Qualcomm Agreement	$	206,695	$	186,012	$	86,400	$	—	$	479,107

At December 31, 2010 we had deferred income of $47.1 million related to the Qualcomm Agreement related to the initial payment by Qualcomm of $200.0 million in April 2009.

Other Intellectual Property Licensing Agreements

In July 2007 we entered into a patent license agreement with Verizon Wireless, a wireless network operator. Under the terms of the agreement, royalty payments were made to us at a rate of $6.00 per unit for each applicable unit sold by the operator on or after the date of the agreement, subject to certain conditions, including without limitation a maximum payment of $40.0 million per calendar quarter and a lifetime maximum of $200.0 million. We recorded licensing revenue of $19.0 million, $149.2 million and $31.8 million in 2009, 2008 and 2007, respectively, under this agreement and recorded a cumulative total of $200.0 million in licensing revenue from the commencement of the agreement through March 31, 2009. To a much lesser extent, we have also recorded revenue in connection with other licensing agreements.

Charitable Contribution

In April 2009 we established the Broadcom Foundation, or the Foundation, to support science, technology, engineering and mathematics programs, as well as a broad range of community services. In June 2009 we made an unrestricted grant of $50.0 million to the Foundation upon receiving a determination letter from the Internal Revenue Service of the exemption from federal income taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. We recorded an operating expense for the contribution of $50.0 million in 2009.

Supplemental Cash Flow Information

In 2010 we accrued $1.3 million related to share repurchases that had not settled by December 31, 2010. In 2008 we paid $16.1 million related to 2007 share repurchases that had not settled by December 31, 2007. In 2010 we accrued $3.8 million related to stock option exercises that had not settled by December 31, 2010. In 2009 we accrued $0.9 million related to stock option exercises that had not settled by December 31, 2009:

At December 31, 2010, 2009 and 2008 we had billings of $12.1 million, $7.6 million and $5.4 million, respectively, for capital equipment that were accrued. The amounts accrued for capital equipment purchases have been excluded from the consolidated statements of cash flows and were paid in the subsequent period.

3.   Business Combinations

From January 1, 2008 through December 31, 2010 we completed several acquisitions. The consolidated financial statements include the results of operations of these acquired companies commencing as of their respective acquisition dates.

In December 2010 we acquired Gigle Networks Inc., or Gigle, a company that develops SoC solutions for home networking over power lines for $75.8 million, exclusive of $1.4 million of cash acquired. We may be required to pay up to $8.0 million in additional consideration to former Gigle shareholders if certain revenue levels are achieved by the former Gigle entity in 2011. The purchase price includes a liability of $0.9 million, which represents the estimated acquisition date fair value of the additional consideration payable to former Gigle shareholders. We issued restricted stock units to certain former employees of Gigle who became employees of Broadcom upon the closing. The restricted stock units had a fair value of $1.1 million, of which $0.1 million was recorded as goodwill, and $1.0 million will be recognized as stock-based compensation expense over the next three years. We also issued employee stock options with a fair value of $0.7 million which will be recognized as stock-based compensation expense over the next three years.

F-19

In November 2010 we acquired Beceem Communications, Inc., or Beceem, a company that develops SoC solutions for LTE and WiMAX 4G connectivity for $301.8 million, exclusive of $11.8 million of cash acquired. We assumed Beceem’s equity plan and subsequently issued 0.8 million Broadcom stock options. The stock options had a fair value of $22.6 million, of which $0.7 million was recorded as goodwill and $21.9 million will be recognized as stock-based compensation expense over the next three years.

In November 2010 we acquired Percello Ltd., or Percello, a company that develops SoC femtocell solutions for $84.6 million, exclusive of $1.7 million of cash acquired. We may be required to pay up to $12.0 million in additional consideration to former Percello shareholders if certain revenue levels are achieved by the former Percello entity in 2011. The purchase price includes a liability of $0.1 million, which represents the estimated acquisition date fair value of the additional consideration payable to former Percello shareholders. We also issued 0.1 million restricted stock units to certain former employees of Percello who became employees of Broadcom upon the closing. The restricted stock units had a fair value of $3.1 million, of which $0.2 million was recorded as goodwill, and $2.9 million will be recognized as stock-based compensation expense over the next four years.

In July 2010 we acquired Innovision Research & Technology PLC, or Innovision, a near-field communication technology company for $49.8 million, exclusive of $1.8 million of cash acquired.

In March 2010 we acquired Teknovus, Inc., or Teknovus, a leading supplier of Ethernet Passive Optical Network chipsets and software for approximately $109.3 million, exclusive of $9.2 million of cash acquired. We also assumed $14.6 million of debt which was subsequently repaid.

In 2010 we also acquired two additional companies for approximately $8.4 million.

In December 2009 we acquired Dune Networks, Inc., which specializes in the design of switch fabric solutions for data center networking equipment, for $185.4 million, exclusive of $27.8 million of cash acquired. We issued 0.5 million restricted stock units to certain former employees of Dune Networks who became employees of Broadcom upon the closing. We did not assume any of Dune Network’s equity awards. The restricted stock units had a fair value of $13.9 million, of which $0.9 million was recorded as goodwill, in exchange for all of the outstanding and unvested stock options which will be recognized as stock-based compensation expense over the next four years. In addition, we recorded a settlement cost of $12.1 million related to a payment to the Israeli government associated with a post-acquisition technology transfer fee. We also made three additional acquisitions in 2009 totaling $12.1 million, which includes contingent consideration of $1.5 million relating to certain performance goals.

In October 2008 we acquired certain assets of the digital TV business of Advance Micro Devices, Inc., or DTV Business of AMD, which designs and markets applications and communications processors for the digital television market, for $140.7 million. Broadcom issued 1.2 million restricted stock units with a fair value of $19.7 million to certain former employees of AMD, who became employees of Broadcom upon the closing. We did not assume any of AMD’s equity awards. In 2009, we received $2.1 million from AMD for a final purchase price adjustment.

In February 2008 we acquired Sunext Design, Inc, a wholly-owned subsidiary of Sunext Technology Corporation, Ltd., which specializes in the design of optical storage semiconductor products, for $9.9 million, exclusive of $0.3 million of cash acquired. In connection with our acquisition of Sunext Design, Inc., we were required to pay up to an additional $38.0 million in license fees and royalties related to optical disk reader and writer technology, assuming Sunext Technology successfully delivered the technologies as defined in a separate license agreement. We have paid $34.0 million related to these technologies and prepaid royalties, which concludes our obligations to purchase technology under the terms of the agreement. In 2010 we recorded an impairment charge of $17.3 million related to a Sunext technology license that was acquired in 2008, See Note 10.

Certain of the cash consideration in the above acquisitions is currently held in escrow pursuant to the terms of the acquisition agreements and is reflected in goodwill as we believe the likelihood of the escrow fund being utilized by us is remote.

Our primary reasons for the above acquisitions were to enter into or expand our market share in the relevant wired and wireless communications markets, reduce the time required to develop new technologies and products

F-20

and bring them to market, incorporate enhanced functionality into and complement our existing product offerings, augment our engineering workforce, and enhance our technological capabilities. The principal factor that resulted in recognition of goodwill was that the purchase price for each acquisition was based on cash flow projections assuming the integration of any acquired technology and products with our products, which is of considerably greater value than utilizing each acquired company’s technology or product on a standalone basis.

We allocated the purchase price of these acquisitions to tangible assets, liabilities and identifiable intangible assets acquired based on their estimated fair values. The excess of the purchase price over the aggregate fair values was recorded as goodwill. The principal factor that resulted in recognition of goodwill was that the purchase price for the acquisitions was based in part on cash flow projections assuming the integration of any acquired technology and products with our products, which is of considerably greater value than utilizing the acquired company’s technology or product on a standalone basis. The fair value assigned to identifiable intangible assets acquired was based on estimates and assumptions made by management. Intangible assets, including IPR&D, are amortized using a method that reflects the pattern in which the economic benefits of the intangible asset are consumed or otherwise used or, if that pattern cannot be reliably determined, using a straight-line amortization method.

The Company has made a preliminary estimate of purchase price allocation for the Gigle acquisition which closed on December 28, 2010. The Company has preliminarily estimated the fair value of the tax assets and tax liabilities for the Beceem acquisition, which closed on November 24, 2010. For these acquisitions the purchase price has been allocated to the tangible and intangible assets acquired and liabilities assumed on the basis of their respective estimated fair values on the acquisition date. The Company expects to finalize the allocation of these acquisitions by the end of the first quarter of fiscal 2011. Based upon those calculations, the purchase prices for the acquisitions were allocated as follows:

	2010			2009			2008
	Acquisitions			Acquisitions			Acquisitions
				(In thousands)
Fair Market Values
Cash and cash equivalents	$	26,214		$	27,799		$	299
Accounts receivable, net		24,321			4,660			13
Inventory		27,433			8,335			22,620
Prepaid and other current assets		4,614			1,458			5,806
Property and equipment, net		5,711			833			4,381
Other assets		4,776			156			1,492
Goodwill		335,987			52,512			43,891
Purchased intangible assets		266,234			135,788			77,000
Total assets acquired		695,290			231,541			155,502
Accounts payable		(14,154	)		(1,691	)		(34	)
Wages and related benefits		(7,866	)		(2,889	)		(1,496	)
Debt		(14,560	)		—			—
Accrued liabilities		(15,351	)		(29,429	)		(746	)
Acquisition related liabilities		—			—			(2,541	)
Long-term liabilities		(13,703	)		—			—
Total liabilities assumed		(65,634	)		(34,009	)		(4,817	)
Purchase price allocation	$	629,656		$	197,532		$	150,685

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	Useful		2010		2009		2008
	Life		Acquisitions		Acquisitions		Acquisitions
	(In years)				(In thousands)
Purchased Intangible Assets:
Developed technology		1 - 15	$	156,076	$	57,628	$	1,900
In-process research and development		2 - 10		55,641		50,860		42,400
Customer relationships		1 - 7		46,789		27,000		31,100
Other		1 - 5		7,728		300		1,600
			$	266,234	$	135,788	$	77,000

Goodwill also increased by $10.0 million in 2008 upon the satisfaction of certain performance goals related to the acquisition of Global Locate Inc.

Purchased Intangible Assets

Developed technology represents core technology and completed technology. Core technology represents the fundamental technology that survives multiple product iterations and has passed technological feasibility. We generally use a relief-from-royalty method to value core technology, based on market royalties for similar fundamental technologies. The relief-from-royalty method estimates the cost savings that accrue to the owner of an intangible asset that would otherwise be payable as royalties or license fees on revenues earned through the use of the asset. The royalty rate used is based on an analysis of empirical, market-derived royalty rates for guideline intangible assets. Typically, revenue is projected over the expected remaining useful life of the core technology. The market-derived royalty rate is then applied to estimate the royalty savings. Completed technology is specific to certain products acquired that have also passed technological feasibility. We generally use a multi-period excess earnings approach to value completed technology. The multi-period excess earnings approach calculates the value based on the risk-adjusted present value of the cash flows specific to the products, allowing for a reasonable return.

Customer relationships represent the fair value of future projected revenue that will be derived from the sale of products to existing customers of the acquired companies.

In-Process Research and Development

In 2010 we capitalized $54.8 million of IPR&D costs primarily related to our acquisitions of Teknovus, Beceem, Percello and Gigle. There were no identifiable IPR&D assets related to the acquisition of Innovision. In 2009 we capitalized $50.9 million of IPR&D costs primarily related to our acquisition of Dune Networks, Inc. which was reclassified to developed technology in 2010 upon completion and will be amortized to cost of product revenue. Upon completion of each project, the related IPR&D assets will be amortized over their estimated useful lives. If any of the projects are abandoned, we will be required to impair the related IPR&D asset.

We expensed $42.4 million in 2008 related to in-process research and development costs related to our acquisitions of Sunext Design, Inc. and the DTV Business of AMD. In 2008 the amounts allocated to IPR&D were determined through established valuation techniques used in the high technology industry and were expensed upon acquisition under then prevailing accounting standards as it was determined that the underlying projects had not reached technological feasibility and no alternative future uses existed.

The fair value of the IPR&D for our acquisitions was determined using the income approach. Under the income approach, the expected future cash flows from each project under development are estimated and discounted to their net present values at an appropriate risk-adjusted rate of return. Significant factors considered in the calculation of the rate of return are the weighted average cost of capital, the return on assets, as well as the risks inherent in the development process, including the likelihood of achieving technological success and market acceptance. Each project was analyzed to determine the unique technological innovations, the existence and reliance on core technology, the existence of any alternative future use or current technological feasibility, and the complexity, cost and time to complete the remaining development. Future cash flows for each project were estimated based on forecasted revenue and costs, taking into account the expected product life cycles, market penetration and growth rates.

F-22

The 2008 IPR&D charge included only the fair value of IPR&D determined as of the respective acquisition dates. The fair value of developed technology is included in identifiable purchased intangible assets and is amortized over the estimated useful life of the technology. We believe the amounts recorded as IPR&D, as well as developed technology, represented the fair values and approximate the amounts a market participant would pay for these projects as of the respective acquisition dates.

The following table summarizes the significant assumptions underlying the valuations of IPR&D at the acquisition dates for the acquisitions completed in 2010, 2009 and 2008:

		Weighted
		Average			Average				Risk
		Estimated			Estimated		Estimated		Adjusted
		Percent			Time to		Cost to		Discount
Company Acquired	Development Projects	Complete			Complete		Complete		Rate			IPR&D
					(In years)		(In millions)					(In millions)
2010 Acquisitions
Gigle Networks	Powerline Communication Solutions		12	%		1.4	$	9.9		18	%	$	4.8
Percello	LTE/Femtocell solutions		10	%		3.2	$	10.2		17	%	$	10.1
Beceem	LTE/WiMAX		51	%		1.1	$	32.3		22	%	$	29.3
Teknovus,	Ethernet Passive Optical Network (EPON) chipsets and software		11	%		0.9	$	19.3		26	%	$	10.6
2009 Acquisitions
Dune Networks	High-density switching line card solutions		85	%		1.0	$	1.9		21	%	$	50.4
2008 Acquisitions
Sunext	Blu-ray application		49	%		1.0	$	4.3		20	%	$	10.9
DTV Business of AMD	Xilleon product line		82	%		1.0	$	6.9		24	%	$	31.5

As of the acquisition date, certain ongoing development projects were in process. The assumptions consist primarily of expected completion dates for the IPR&D projects, estimated costs to complete the projects, and revenue and expense projections for the products once they have entered the market. Research and development costs to bring the products of the acquired companies to technological feasibility are not expected to have a material impact on our results of operations or financial condition. At December 31, 2010 all development projects from our Teknovus, Beceem, Percello and Gigle acquisitions were still in process. IPR&D will be reclassified to developed technology and amortized to cost of product revenue upon completion. Actual results to date have been consistent, in all material respects, with our assumptions at the time of the acquisitions.

Supplemental Pro Forma Data (Unaudited)

The unaudited pro forma statement of operations data below gives effect to the 2010 acquisitions of Teknovus, Innovision, Beceem, Percello and Gigle and the 2009 Dune Networks acquisition, as if they had occurred at the beginning of 2009. The following data includes the amortization of purchased intangible assets and stock-based compensation expense. This pro forma data is presented for informational purposes only and does not

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purport to be indicative of the results of future operations or of the results that would have occurred had the acquisitions taken place at the beginning of 2009.

	Year Ended
	December 31,
	2010		2009
	(In thousands, except per share data)
Pro forma net revenue	$	6,928,660	$	4,601,339
Pro forma net income (loss)	$	1,006,147	$	(28,563	)
Pro forma net income (loss) per share (basic)	$	1.98	$	(0.06	)
Pro forma net income (loss) per share (diluted)	$	1.85	$	(0.06	)

4.   Cash, Cash Equivalents and Marketable Securities

A summary of our cash, cash equivalents and short- and long-term marketable securities by major security type follows:

			Short-Term		Long-Term
	Cash and		Marketable		Marketable
	Cash Equivalents		Securities		Securities		Total
			(In thousands)
December 31, 2010
Cash	$	102,862	$	—	$	—	$	102,862
Bank deposits		455,242		—		—		455,242
U.S. Treasury and agency money market funds		414,503		—		—		414,503
U.S. Treasury and agency obligations		4,099		586,165		1,359,591		1,949,855
Commercial paper		419,415		363,229		—		782,644
Corporate bonds		—		85,858		41,115		126,973
Institutional money market funds		226,302		—		—		226,302
	$	1,622,423	$	1,035,252	$	1,400,706	$	4,058,381
December 31, 2009
Cash	$	74,044	$	—	$	—	$	74,044
Bank deposits		571,959		—		—		571,959
U.S. Treasury and agency money market funds		515,930		—		—		515,930
U.S. Treasury and agency obligations		—		521,022		436,518		957,540
Commercial paper		79,988		—		—		79,988
Corporate bonds		—		11,259		2,098		13,357
Institutional money market funds		155,172		—		—		155,172
	$	1,397,093	$	532,281	$	438,616	$	2,367,990

F-24

The following table shows the gross unrealized gains and losses and fair values for those investments aggregated by major security type:

			Gross		Gross
			Unrealized		Unrealized
	Cost		Gains		Losses			Fair Value
	(In thousands)
December 31, 2010
U.S. Treasury and agency obligations	$	1,953,312	$	1,637	$	(5,094	)	$	1,949,855
Commercial paper		782,638		9		(3	)		782,644
Corporate bonds		126,982		108		(117	)		126,973
	$	2,862,932	$	1,754	$	(5,214	)	$	2,859,472
December 31, 2009
U.S. Treasury and agency obligations	$	956,944	$	724	$	(128	)	$	957,540
Commercial paper		79,988		—		—			79,988
Corporate bonds		13,364		5		(12	)		13,357
	$	1,050,296	$	729	$	(140	)	$	1,050,885

The following table shows our investments measured at fair value on a recurring basis aggregated by major security type:

	Level 1		Level 2		Level 3		Fair Value
			(In thousands)
December 31, 2010
Cash	$	102,862	$	—	$	—	$	102,862
Bank deposits		455,242		—		—		455,242
U.S. Treasury and agency money market funds		414,503		—		—		414,503
U.S. Treasury and agency obligations		1,949,855		—		—		1,949,855
Commercial paper		—		782,644		—		782,644
Corporate bonds		19,832		107,141		—		126,973
Institutional money market funds		226,302		—		—		226,302
	$	3,168,596	$	889,785	$	—	$	4,058,381
December 31, 2009
Cash	$	74,044	$	—	$	—	$	74,044
Bank deposits		571,959		—		—		571,959
U.S. Treasury and agency money market funds		515,930		—		—		515,930
U.S. Treasury and agency obligations		957,540		—		—		957,540
Commercial paper		—		79,988		—		79,988
Corporate bonds		5,077		8,280		—		13,357
Institutional money market funds		155,172		—		—		155,172
	$	2,279,722	$	88,268	$	—	$	2,367,990

There were no transfers between Level 1 and Level 2 securities in 2010. All of our long-term marketable securities had maturities of between one and three years in duration at December 31, 2010.

At December 31, 2010 we had 66 investments that were in an unrealized loss position for less than 12 months. The gross unrealized losses were due to changes in interest rates. We have determined that the gross unrealized losses on these investments at December 31, 2010 are temporary in nature. We evaluate securities for other-than-temporary impairment on a quarterly basis. Impairment is evaluated considering numerous factors, and their relative significance varies depending on the situation. Factors considered include the length of time and

F-25

extent to which fair value has been less than the cost basis, the financial condition and near-term prospects of the issuer, and our intent and ability to hold the investment in order to allow for an anticipated recovery in fair value.

Our cash, cash equivalent and marketable securities at December 31, 2010 consisted of $2.591 billion held domestically, with the remaining balance of $1.467 billion held by foreign subsidiaries.

5.   Income Taxes

For financial reporting purposes, income (loss) before income taxes includes the following components:

	Year Ended December 31,
	2010		2009			2008
	(In thousands)
United States	$	229,142	$	(365,563	)	$	(424,374	)
Foreign		868,178		437,754			646,689
	$	1,097,320	$	72,191		$	222,315

A reconciliation of the provision for income taxes at the federal statutory rate compared to our provision for income taxes follows:

	Year Ended December 31,
	2010			2009			2008
	(In thousands)
Statutory federal provision for income taxes	$	384,062		$	25,266		$	77,810
Increase (decrease) in taxes resulting from:
Impairment of goodwill		—			—			20,779
Benefit of tax credits		(90,029	)		(39,226	)		(45,087	)
Valuation allowance changes		51,802			120,049			(494,821	)
Tax rate differential on foreign earnings		(269,555	)		(138,721	)		(137,467	)
Stock-based compensation expense		(80,724	)		39,653			82,091
Foreign dividend distribution		—			—			491,240
Other		19,964			(91	)		12,976
Provision for income taxes	$	15,520		$	6,930		$	7,521

Beginning in the year ended December 31, 2010, we changed the manner of presentation of the above reconciliation of the provision for income taxes at the federal statutory rate to our provision for income taxes, removing changes in certain state and foreign deferred tax assets that were fully offset with a change in valuation allowance. This change in presentation is not material to our financial statements and was consistently applied above for the years ended December 31, 2010, 2009 and 2008.

F-26

The income tax provision consists of the following components:

	Year Ended December 31,
	2010			2009			2008
	(In thousands)
Current:
Federal	$	(3,690	)	$	(1,607	)	$	(2,966	)
State		(2,714	)		(250	)		606
Foreign		20,752			14,202			11,649
		14,348			12,345			9,289
Deferred:
Federal		—			—			—
State		—			—			—
Foreign		1,172			(5,415	)		(1,768	)
		1,172			(5,415	)		(1,768	)
	$	15,520		$	6,930		$	7,521

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred taxes were as follows:

	December 31,
	2010			2009
	(In thousands)
Deferred tax assets:
Research and development tax credit carryforwards	$	760,440		$	615,242
Foreign tax credit carryforwards		43,883			53,667
Capitalized research and development costs		132,766			145,563
Net operating loss carryforwards		496,179			333,909
Reserves and accruals not currently deductible for tax purposes		61,401			116,818
Stock-based compensation		122,591			120,633
Other		98,421			66,293
Gross deferred tax assets		1,715,681			1,452,125
Valuation allowance		(1,620,580	)		(1,434,029	)
Deferred tax assets, net		95,101			18,096
Deferred tax liabilities:
Purchased intangible assets		(111,769	)		(29,287	)
Net deferred tax assets (liabilities)	$	(16,668	)	$	(11,191	)

At December 31, 2010 and 2009, we had valuation allowances of $1.576 billion and $1.400 billion against certain U.S. deferred tax assets, and valuation allowances of $44.4 million and $34.0 million against deferred tax assets of certain foreign subsidiaries, respectively, to reflect the deferred tax asset at the net amount that is more likely than not to be realized.

We operate under tax holidays in Singapore, which are effective through March 2014. The tax holidays are conditional upon our meeting certain employment and investment thresholds. The impact of the Singapore tax holidays decreased Singapore taxes by $330.0 million, $224.8 million and $284.0 million for 2010, 2009 and 2008 respectively.

F-27

We utilize the asset and liability method of accounting for income taxes. We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial performance. Forming a conclusion that a valuation allowance is not required is difficult when there is negative evidence such as cumulative losses in recent years. As a result of our recent cumulative tax losses in the U.S. and certain foreign jurisdictions, and the full utilization of our loss carryback opportunities, we have concluded that a full valuation allowance should be recorded in such jurisdictions. In certain other foreign jurisdictions where we do not have cumulative losses, we had net deferred tax liabilities of $16.7 million and $11.2 million at December 31, 2010 and December 31, 2009, respectively.

Our deferred tax assets at December 31, 2010 and 2009 do not include $632.2 million and $284.0 million, respectively, of excess tax benefits from employee stock option exercises that are a component of our research and development credits, capitalized research and development expenses, and net operating loss carryovers. Shareholders’ equity will be increased by $632.2 million if and when such excess tax benefits are ultimately realized.

If and when recognized, the tax benefits relating to any reversal of the valuation allowance on deferred tax assets at December 31, 2010 will be accounted for as follows: approximately $1.610 billion will be recognized as a reduction of income tax expense and $10.6 million will be recorded as an increase in shareholder’s equity. In 2010 we recorded a $2.8 million increase in foreign net deferred tax liabilities relating to acquisitions.

At December 31, 2010 for our income tax filings we had federal, state, United Kingdom and Israel net operating loss carryforwards of approximately $2.692 billion, $2.702 billion, $98.9 million and $34.5 million, respectively. A valuation allowance has been provided on substantially all of these loss carryforwards. If unutilized, the federal net operating loss carryforwards will expire between 2019 and 2030. If unutilized, the state net operating loss carryforwards will expire between 2011 and 2030. The United Kingdom and Israel net operating losses have no expiration date. At December 31, 2010 we had Canadian scientific research and experimental development expenditures of $27.9 million available for tax deduction in future tax years. These future tax deductions can be carried forward indefinitely. At December 31, 2010, we also had $3.8 million of Israeli research and development expenditures which are deductible over the next two tax years. Also, for federal purposes, we had approximately $50.2 million and $9.1 million of charitable and capital loss carryovers, respectively. Charitable contributions are limited to 10% of taxable income and will expire in 2015 if not utilized. Capital losses may only be utilized to offset capital gains and a substantial amount will expire in 2011 if not utilized.

At December 31, 2010 for our income tax filings we had foreign tax credit carryforwards of approximately $43.9 million, and federal, state and Canadian research and development credit carryforwards of approximately $508.0 million, $542.7 million, and $23.8 million, respectively. A valuation allowance has been provided on virtually all of these credit carryforwards. These foreign tax credit carryforwards expire between 2014 and 2020, and these research and development credit carryforwards expire between 2019 and 2030, if not previously utilized. Certain state research and development credit carryforwards have no expiration date.

In 2010, we acquired companies with significant net operating loss and research and development credit carryforwards. These attributes are offset with a full valuation allowance against the related deferred tax assets at December 31, 2010. Internal Revenue Code Sections 382 and 383 can limit the amount of net operating losses and credits that can be utilized if certain changes to a company’s ownership occur. We are in the process of determining whether there are any such limitations with respect to these acquired tax attributes.

F-28

At December 31, 2010, deferred taxes have not been provided on the excess of book basis over tax basis in the amount of approximately $1.711 billion in the shares of certain foreign subsidiaries because their bases differences are not expected to reverse in the foreseeable future and are considered permanent in duration. These bases differences arose primarily through the undistributed book earnings of these foreign subsidiaries that we intend to reinvest indefinitely. The bases differences could reverse through a sale of the subsidiaries, the receipt of dividends from the subsidiaries, or various other events. We believe that U.S. income taxes and foreign withholding taxes would be substantially offset upon reversal of this excess book basis due to the existence of domestic net operating loss and credit carryforwards.

The following table summarizes the activity related to these unrecognized tax benefits:

	Year Ended December 31,
	2010			2009			2008
	(In thousands)
Beginning balance	$	400,782		$	21,176		$	21,600
Increases related to current year tax positions		38,921			6,708			3,222
Expiration of the statutes of limitation for the assessment of taxes		(2,968	)		(4,027	)		(3,646	)
Increases (decreases) related to prior year tax positions as a result of changes in tax law and judgment		(249,258	)		376,925			—
Ending balance	$	187,477		$	400,782		$	21,176

The unrecognized tax benefits of $187.5 million at December 31, 2010 included $22.5 million of tax benefits that, if recognized, would reduce our annual effective tax rate. Approximately $12.3 million of the tax benefit, if recognized, would be credited to shareholder’s equity. The remaining $152.7 million, if recognized, would not result in a tax benefit since it would be fully offset with a valuation allowance. We reversed penalties and interest of $3.3 million and $0.7 million, respectively, during 2010, resulting from the expiration of statutes of limitation. We also accrued potential penalties and interest of $1.8 million and $0.8 million, respectively, related to these unrecognized tax benefits during 2010, and in total, as of December 31, 2010, we recorded a liability for potential penalties and interest of $13.5 million and $2.4 million, respectively. We recognize potential accrued interest and penalties related to unrecognized tax benefits within the consolidated statements of income as income tax expense. In 2010, we had a decrease in unrecognized tax benefits of approximately $272.5 million relating to increases to our federal and state net operating loss carryforwards, capitalized research and development costs, and tax credit carryforwards for previous years primarily resulting from the U.S. Court of Appeals for the Ninth Circuit March 22, 2010 ruling in the case between Xilinx, Inc. and the Commissioner of Internal Revenue discussed below. In addition, we had an increase in unrecognized tax benefits of approximately $38.9 million primarily relating to transactions with certain foreign subsidiaries. In 2009 our judgment changed with respect to prior period uncertain tax positions, which resulted in additional unrecognized tax benefits in the amount of approximately $380 million as of December 31, 2009. In 2010 we reversed approximately $272.5 million the of this amount due to the March 22, 2010 decision in the Xilinx case as discussed above, and recorded $23.2 million of unrecognized tax benefits resulting from a 2010 change in judgment regarding certain tax accruals. We do not expect our unrecognized tax benefits to change significantly over the next twelve months.

As previously disclosed, on May 27, 2009, the U.S. Court of Appeals for the Ninth Circuit in the case between Xilinx, Inc. and the Commissioner of Internal Revenue, overturned a 2005 U.S. Tax Court ruling regarding treatment of certain compensation expenses under a Company’s research and development cost-sharing arrangements with affiliates. The Court of Appeals originally held that related parties to such an arrangement must share stock-based compensation expenses, notwithstanding the fact that unrelated parties in such an arrangement would not share such costs. As a result of this May 27, 2009 decision, we reduced our gross deferred tax assets for federal and state net operating loss carryforwards and capitalized research and development costs, increased our deferred tax assets for certain tax credits, and increased our tax provision in 2009 by approximately $3 million. However, on January 13, 2010, the U.S. Court of Appeals for the Ninth Circuit withdrew its May 27, 2009 ruling in the Xilinx case and subsequently issued a new decision in favor of Xilinx on March 22, 2010, thereby affirming the August 30, 2005 decision of the U.S. Tax Court. Consequently, during the quarter ended March 31, 2010, we reversed the amounts we had previously recorded in 2009 related to the court’s May 27, 2009 decision. As a result,

F-29

in the quarter ended March 31, 2010, we reduced our tax provision by approximately $3 million and adjusted certain of our gross deferred tax assets. Included in these adjustments was an increase in our federal and state net operating loss carryforwards of approximately $665 million and $455 million, respectively, an increase of federal and state capitalized research and development costs of approximately $10 million each, an increase in our deferred tax assets relating to stock-based compensation of approximately $65 million, and a decrease in certain tax credits of approximately $10 million. These changes in our gross deferred tax assets were fully offset by a valuation allowance adjustment, and therefore did not result in any change in our net deferred tax assets or our income tax expense for the three months ended March 31, 2010. In addition to the adjustments related to the March 22, 2010 Xilinx decision, in the three months ended March 31, 2010, we reduced our federal and state net operating losses by approximately $60 million for adjustments to our intercompany charges to foreign affiliates for the years ended 2001 to 2009. This reduction to our net operating losses was fully offset by a corresponding adjustment to the valuation allowance for deferred tax assets resulting in no net change to net deferred tax assets in our consolidated balance sheet and no adjustment to our income tax expense.

We file federal, state, and foreign income tax returns in jurisdictions with varying statutes of limitation. The 2004 through 2010 tax years generally remain open subject to assessment of tax by federal and most state tax authorities. In significant foreign jurisdictions, the 2002 through 2010 tax years generally remain subject to examination by their respective tax authorities. Our income tax returns for the 2004, 2005 and 2006 tax years are currently under examination by the Internal Revenue Service (“IRS”). We do not expect that the results of these examinations will have a material effect on our financial condition or results of operations. In March 2010, a Notice of Proposed Adjustment, (or “NOPA”), was received relating to the IRS examination of our 2004, 2005 and 2006 income tax returns. The NOPA primarily related to cost-sharing methodologies of stock based compensation, as well as other cost-sharing related issues. In light of the Ninth Circuit’s decision on March 22, 2010 to affirm the previous U.S. Tax Court decision in favor of the taxpayer, we believed that the IRS adjustment for stock-based compensation in the NOPA was incorrect. This NOPA has been rescinded.

On January 28, 2011 we received Notices of Proposed Adjustment (“NOPAs”) from the IRS proposing increases to the Company’s taxable income for our 2004 to 2006 tax years. The NOPAs’ increase to income for 2004 through 2006 total approximately $1.55 billion and decrease net operating loss carryforwards into the 2004 tax year by $476 million. The NOPAs primarily relate to transfer pricing in connection with the Company’s R&D cost sharing arrangement with a foreign subsidiary that commenced in 1998 (the “1998 Agreement”). The IRS audited the 1998 Agreement in connection with our 1999 and 2000 taxable years. The parties had previously reached an agreement that the Company has followed. The IRS’s transfer pricing position in the NOPAs is similar to the transfer pricing position it recently advocated in VERITAS v. Commissioner, 133 T.C. No. 14 (2009) where the Court held that the IRS’s proposed adjustments were arbitrary, capricious and unreasonable. As with the NOPA that was issued in March 2010 and subsequently withdrawn, the Company strongly disagrees with the IRS’s position and intends to pursue all available administrative and judicial remedies to resolve the issue. We are in the process of reviewing the recently received NOPAs and evaluating any potential impact of the proposed adjustments. There is a chance the Company may not prevail, or may not prevail entirely, on this issue. If the IRS’s position is ultimately sustained in whole or in part, our net operating loss carryforwards could be reduced, and our financial position and results of operations could be adversely affected.

In December, 2010 the Tax Relief, Unemployment Insurance Reauthorization and Job Creation Act of 2010 was enacted. A provision in this legislation provided for the extension of the research and development tax credit for qualifying expenditures paid or incurred from January 1, 2010 through December 31, 2010. As a result of this new legislation, we generated federal research and development tax credits of $90.0 million for the year ended December 31, 2010 which if unutilized, carry over to future periods. No benefit was recorded for these carryovers since we have a full valuation allowance on our U.S. deferred tax assets as of December 31, 2010. Pursuant to a provision contained in the American Recovery and Reinvestment Tax Act of 2009, which was enacted in February, 2009, we recognized federal tax benefits of approximately $3.0 million in 2009, which resulted from the utilization of a portion of our federal credits for increasing research activities (research and development tax credits).

F-30

6.   Long-Term Debt

The following table presents details of our long-term debt liabilities:

	December 31,
	2010
				Effective
	Amount			Rate
	(In thousands)
1.500% fixed-rate notes, due 2013	$	300,000			1.605	%
2.375% fixed-rate notes, due 2015		400,000			2.494	%
Total		700,000
Unaccreted Discount		(3,022	)
Total	$	696,978

Senior Notes

In November 2010 we issued senior unsecured notes in an aggregate principal amount of $700 million. These Notes consist of $300 million aggregate principal amount of notes which mature in November 2013, or the 2013 Notes, and bear interest at a fixed rate of 1.500% per annum, and $400 million aggregate principal amount of notes which mature in November 2015, or the 2015 Notes, and bear interest at a fixed rate of 2.375% per annum. Interest is payable in cash semi-annually in arrears on May 1 and November 1 of each year, beginning on May 1, 2011. The 2013 Notes were issued with an original issue discount at 99.694% and the 2015 Notes were issued with an original issue discount at 99.444% and are recorded as long-term debt, net of original issue discount. The discount and debt issuance costs associated with the issuance of the Notes are amortized to interest expense over their respective terms.

The effective rates for the fixed-rate debt include the interest on the notes and the accretion of the original issue discount. Based on estimated market prices, the fair value of the Company’s Notes was $687.2 million as of December 31, 2010.

In connection with the Notes, we entered into a registration rights agreement pursuant to which we agreed to use our commercially reasonable efforts to file with the SEC an exchange offer registration statement to issue registered notes with substantially identical terms as the Notes in exchange for an outstanding Notes, or, under certain circumstances, a shelf registration statement to register the Notes. We agreed to use our commercially reasonable efforts to file a registration statement to consummate the exchange offer or cause the shelf registration statement to be declared effective by the SEC, in each case on or prior to 365 days after the closing of the Notes offering. If we are unable to complete our registration statement, we will be subject to interest penalties.

We may redeem the Notes at any time, subject to a specified make-whole premium as defined in the indenture governing the Notes. In the event of a change of control triggering event, each holder of Notes will have the right to require us to purchase for cash all or a portion of their Notes at a redemption price of 101% of the aggregate principal amount of such Notes plus accrued and unpaid interest. Default can be triggered by any missed interest or principal payment, breach of covenant, or in certain events of bankruptcy, insolvency or reorganization.

The Notes contain a number of restrictive covenants, including, but not limited to, restrictions on our ability to grant liens on assets; enter into sale and lease-back transactions; or merge, consolidate or sell assets. Failure to comply with these covenants, or any other event of default, could result in acceleration of the principal amount and accrued but unpaid interest on the Notes.

Relative to our overall indebtedness, the notes rank in right of payment (i) equal with all of our other existing and future senior unsecured indebtedness (ii) senior to all of our existing and future subordinated indebtedness, and (iii) effectively subordinated to all of our subsidiaries’ existing and future indebtedness and other obligations (including secured and unsecured obligations) and subordinated to our existing and future secured indebtedness and other obligations, to the extent of the assets securing such indebtedness and other obligations.

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Credit Facility

We entered into a credit facility with certain institutional lenders that provides for unsecured revolving facility loans, swingline loans and letters of credit in an aggregate amount of up to $500 million. The credit facility matures on November 19, 2014, at which time all outstanding revolving facility loans and accrued and unpaid interest must be repaid. We did not draw on our credit facility in 2010.

Any advances under a Eurodollar Rate Committed Loan will accrue interest at the British Bankers Association LIBOR, or BBA LIBOR, plus the Applicable Rate. Any advances under a US Dollar Base Rate Committed Loan will accrue interest at rates that are equal to the higher of (a) the Federal Funds Rate plus 0.5% (b) Bank of America’s “prime rate” as announced from time to time, or (c) BBA LIBOR plus the Applicable Rate. The Applicable Rate is based on our senior debt credit ratings as published by Standard & Poor’s Rating Services and Moody’s Investors Service, Inc. We are also required to pay a commitment fee on the actual daily unused amount of commitments. We may also, upon the agreement of the existing lenders, increase the commitments under the credit facility by up to an additional $100 million.

The Credit Facility contains customary representations and warranties as well as affirmative, negative and financial covenants. Financial covenants require us to maintain a consolidated leverage ratio of no more than 3.25 to 1.00 and a consolidated interest coverage ratio of no less than 3.00 to 1.00.

7.   Commitments and Other Contractual Obligations

Commitments

The following table summarizes our contractual obligations and commitments as of December 31, 2010:

	Payment Obligations by Year
	2011		2012		2013		2014		2015		Thereafter		Total
	(In thousands)
Operating leases	$	130,788	$	91,639	$	76,084	$	66,012	$	63,623	$	169,657	$	597,803
Inventory and related purchase obligations		567,169		—		—		—		—		—		567,169
Other obligations		121,751		18,357		12,701		12,699		12,700		12,609		190,817
Long-term debt		—		—		300,000		—		400,000		—		700,000
Total	$	819,708	$	109,996	$	388,785	$	78,711	$	476,323	$	182,266	$	2,055,789

Facilities rent expense in 2010, 2009 and 2008 was $70.8 million, $69.6 million and $68.0 million, respectively.

Inventory and related purchase obligations represent purchase commitments for silicon wafers and assembly and test services. We depend upon third party subcontractors to manufacture our silicon wafers and provide assembly and test services. Due to lengthy subcontractor lead times, we must order these materials and services from subcontractors well in advance. We expect to receive and pay for these materials and services within the ensuing six months. Our subcontractor relationships typically allow for the cancellation of outstanding purchase orders, but require payment of all expenses incurred through the date of cancellation.

Other obligations represent purchase commitments for lab test equipment, computer hardware, information systems infrastructure, mask and prototyping costs, and other commitments made in the ordinary course of business.

For purposes of the table above, obligations for the purchase of goods or services are defined as agreements that are enforceable and legally binding and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Our purchase orders are based on current manufacturing needs and are typically fulfilled by our vendors within a relatively short time horizon. We have additional purchase orders (not included in the table above) that represent authorizations to purchase rather than binding agreements. We do not have significant agreements for the purchase of inventories or other goods specifying minimum quantities or set prices that exceed our expected requirements.

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Unrecognized tax benefits were $187.5 million of which $22.5 million would result in potential cash payment of taxes and $165.0 million would result in a reduction in net operating loss and tax credit carryforwards. We are not including any amount related to uncertain tax positions in the table presented above because of the difficulty in making reasonably reliable estimates of the timing of settlements with the respective taxing authorities. In addition to the unrecognized tax benefits, we have also recorded a liability for potential tax penalties and interest of $13.5 million and $2.4 million, respectively, at December 31, 2010.

8.   Shareholders’ Equity

Common Stock

At December 31, 2010 we had 2,500,000,000 authorized shares of Class A common stock and 400,000,000 authorized shares of Class B common stock. The shares of Class A common stock and Class B common stock are substantially identical, except that holders of Class A common stock are entitled to one vote for each share held, and holders of Class B common stock are entitled to ten votes for each share held, on all matters submitted to a vote of the shareholders. In addition, holders of Class B common stock are entitled to vote separately on the proposed issuance of additional shares of Class B common stock in certain circumstances. The shares of Class B common stock are not publicly traded. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock and in most instances automatically converts upon sale or other transfer. The Class A common stock and Class B common stock are sometimes collectively referred to herein as “common stock.” In 2010, 2009 and 2008, 3.0 million, 5.9 million shares and 6.1 million shares, respectively, of Class B common stock were automatically converted into a like number of shares of Class A common stock upon sale or other transfer pursuant to the terms of our Articles of Incorporation.

Share Repurchase Programs

From time to time our Board of Directors has authorized various programs to repurchase shares of our Class A common stock depending on market conditions and other factors. Under such programs, we repurchased a total of 9.1 million, 15.0 million and 65.2 million shares of Class A common stock at weighted average prices of $30.86, $28.12 and $19.44 per share, in the years ended December 31, 2010, 2009 and 2008, respectively.

In February 2010 we announced that our Board of Directors had authorized an evergreen share repurchase program intended to offset dilution associated with our stock incentive plans. The maximum number of shares of our Class A common stock that may be repurchased in any one year is equal to the total number of shares issued pursuant to our equity awards in the previous year and the current year. Purchases may be made in both the open market and through negotiated transactions. The share repurchase program does not have an expiration date and may be suspended at any time at the discretion of the Board of Directors. This program may also be complemented with an additional share repurchase program in the future.

Quarterly Dividend

In January 2010 our Board of Directors adopted a dividend policy pursuant to which we intend to pay quarterly cash dividends on our common stock. Our Board of Directors declared quarterly cash dividends of $0.08 per common share payable to holders of our common stock in each of the first fourth quarters of 2010. In 2010 we paid $163.4 million in dividends to holders of our Class A and Class B common stock. These dividends were paid from U.S. domestic sources other than our retained earnings and are accounted for as reductions of shareholders’ equity.

Registration Statements

We have filed a universal shelf registration statement on SEC Form S-3 and an acquisition shelf registration statement on the SEC Form S-4. The universal shelf registration statement on Form S-3 permits Broadcom to sell, in one or more public offerings, shares of our Class A common stock, shares of preferred stock or debt securities, or any combination of such securities, for proceeds in an aggregate amount of up to $1.5 billion. The acquisition shelf registration statement on Form S-4 enables us to issue up to 30 million shares of our Class A common stock in one or more acquisition transactions. These transactions may include the acquisition of assets, businesses or securities by any form of business combination. To date no securities have been issued pursuant to either registration statement.

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9.   Employee Benefit Plans

Employee Stock Purchase Plan

We have an employee stock purchase plan, or ESPP, for all eligible employees. Under the ESPP, employees may purchase shares of our Class A common stock at six-month intervals at 85% of fair market value (calculated in the manner provided in the plan). Employees purchase such stock using payroll deductions, which may not exceed 15% of their total cash compensation. Shares of Class A common stock are offered under the ESPP through a series of successive offering periods, generally with a maximum duration of 24 months, subject to an additional 3-month extension under certain circumstances. The plan imposes certain limitations upon an employee’s right to acquire Class A common stock, including the following: (i) no employee may purchase more than 9,000 shares of Class A common stock on any one purchase date, (ii) no employee may be granted rights to purchase more than $25,000 worth of Class A common stock for each calendar year that such rights are at any time outstanding, and (iii) the maximum number of shares of Class A common stock purchasable in total by all participants in the ESPP on any purchase date is limited to 4.0 million shares. The number of shares of Class A common stock reserved for issuance under the plan automatically increases in January each year. The increase is equal to a percentage of the total number of shares of common stock outstanding on the last trading day of the immediately preceding year, subject to an annual share limit.

In March 2008 the Board of Directors approved an amendment and restatement of the ESPP, as previously amended and restated, to (i) extend the term of the plan through April 30, 2018, (ii) increase the number of shares of Class A common stock that will be automatically added to the share reserve on the first trading day of January in each calendar year from 1.00% to 1.25% of the total number of shares of common stock outstanding on the last trading day of the immediately preceding calendar year, and (iii) effect various technical revisions. This amendment and restatement was approved by the shareholders at the Annual Meeting of Shareholders held in June 2008.

In 2010, 2009 and 2008, 6.2 million, 5.9 million and 4.4 million shares, respectively, were issued under this plan at average per share prices of $15.21, $14.59 and $17.84, respectively. At December 31, 2010, 11.1 million shares were available for future issuance under this plan.

Stock Incentive Plans

We have in effect stock incentive plans under which incentive stock options have been granted to employees and restricted stock units and non-qualified stock options have been granted to employees and non-employee members of the Board of Directors. Our 1998 Stock Incentive Plan, as amended and restated, or 1998 Plan, is the successor equity incentive program to our 1994 Stock Option Plan, or 1994 Plan and our 1998 Special Stock Option Plan, together, the Predecessor Plans. The number of shares of Class A common stock reserved for issuance under the 1998 Plan automatically increases in January each year. The increase is equal to 4.5% of the total number of shares of common stock outstanding on the last trading day of the immediately preceding year, subject to an annual share limit.

In February 2008 the Board of Directors approved an amendment and restatement of the 1998 Plan, as previously amended and restated, to (i) revise the Director Automatic Grant Program in effect for non-employee directors under the plan, (ii) extend the term of the plan through March 12, 2018, (iii) revise the adjustments that may be made to certain performance criteria that may serve as the vesting conditions for performance-based awards made under the plan, and (iv) effect various technical revisions to facilitate plan administration. This amendment and restatement was approved by the shareholders at the Annual Meeting of Shareholders held in June 2008.

The Board of Directors or the Plan Administrator determines eligibility, vesting schedules and exercise prices for options granted under the plans. Options granted generally have a term of 10 years, and in the case of new hires generally vest and become exercisable at the rate of 25% after one year and ratably on a monthly basis over a period of 36 months thereafter; subsequent option grants to existing employees generally vest and become exercisable ratably on a monthly basis over a period of 48 months measured from the date of grant. However, certain options that have been granted under our 1998 Plan or that were assumed by us in connection with certain

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of our acquisitions provide that the vesting of the options granted thereunder will accelerate in whole or in part upon the occurrence of certain specified events.

In addition, we grant restricted stock units to certain employees as part of our regular annual employee equity compensation review program as well as to selected new hires and to non-employee members of the Board of Directors. Restricted stock units are share awards that entitle the holder to receive freely tradable shares of our Class A common stock upon vesting. Generally, restricted stock units vest ratably on a quarterly basis over 16 quarters from the date of grant. On a limited basis, we grant certain restricted stock units that vest in their entirety after three years.

In February 2010, as part of Broadcom’s regular annual equity compensation review program, our Compensation Committee granted 10.1 million shares subject to equity awards, which included 2.2 million employee stock options and 7.9 million restricted stock units. At the date of grant, the amount of unearned stock-based compensation expense associated with these awards was $247.6 million and was estimated to be expensed from 2010 through 2014.

In connection with certain acquisitions, we have assumed stock options granted under stock option plans or agreements established by the acquired company. As of December 31, 2010, 1.1 million shares of Class A common stock were reserved for issuance upon exercise of outstanding options assumed under these stock option plans.

Combined Incentive Plan Activity

Activity under all stock option incentive plans is set forth below:

	Options Outstanding
						Weighted		Weighted
						Average		Average
				Exercise		Exercise		Grant-Date
	Number of			Price Range		Price		Fair Value
	Shares			per Share		per Share		per Share
	(In thousands)
Balance at December 31, 2007		126,142		$	.01 - 81.50	$	24.96	$	15.81
Options granted under the 1998 Plan		7,229			14.90 - 28.75		25.81		10.19
Options cancelled		(4,423	)		.01 - 78.92		30.45		11.43
Options exercised		(6,678	)		.01 - 28.30		13.80		15.29
Balance at December 31, 2008		122,270			.01 - 81.50		25.42		15.66
Options granted under the 1998 Plan		2,733			17.83 - 29.07		23.26		10.91
Options cancelled		(3,643	)		.01 - 48.63		31.12		15.71
Options exercised		(7,954	)		.01 - 31.08		17.93		13.23
Balance at December 31, 2009		113,406			.01 - 81.50		25.71		15.71
Options granted under the 1998 Plan		2,756			29.39 - 42.34		29.64		9.43
Options issued in connection with acquisitions		849			0.55 - 41.57		14.26		25.76
Options cancelled		(1,316	)		.01 - 81.50		36.47		15.24
Options exercised		(37,477	)		.01 - 44.99		22.56		16.88
Balance at December 31, 2010		78,218		$	.01 - 48.63	$	27.05	$	15.05

At December 31, 2010 outstanding options to purchase 69.6 million shares were exercisable with an average per share exercise price of $27.08. The weighted average remaining contractual lives of options outstanding and of options exercisable as of December 31, 2010 were 4.7 years and 4.3 years, respectively.

The total pretax intrinsic value of options exercised in 2010 was $610.3 million. This intrinsic value represents the difference between the fair market value of our Class A common stock on the date of exercise and the exercise price of each option. Based on the closing price of our Class A common stock of $43.55 on

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December 31, 2010, the total pretax intrinsic value of all outstanding options was $1.293 billion. The total pretax intrinsic value of exercisable options at December 31, 2010 was $1.148 billion.

Restricted stock unit activity is set forth below:

	Restricted Stock Units
	Outstanding
				Weighted
				Average
				Grant-Date
	Number of			Fair Value
	Shares			per Share
	(In thousands)
Balance at December 31, 2007		17,053		$	33.50
Restricted stock units granted		20,537			24.39
Restricted stock units cancelled		(1,446	)		30.56
Restricted stock units vested		(8,522	)		30.93
Balance at December 31, 2008		27,622			27.61
Restricted stock units granted		13,738			24.06
Restricted stock units cancelled		(1,442	)		24.51
Restricted stock units vested		(11,225	)		28.84
Balance at December 31, 2009		28,693			25.58
Restricted stock units granted		12,713			30.91
Restricted stock units cancelled		(1,190	)		26.04
Restricted stock units vested		(12,471	)		27.44
Balance at December 31, 2010		27,745		$	27.17

The total pretax intrinsic value of restricted stock units that vested in 2010 was $445.5 million. Based on the closing price of our Class A common stock of $43.55 on December 31, 2010, the total pretax intrinsic value of all outstanding restricted stock units was $1.208 billion.

Stock-Based Compensation Expense

The following table presents details of total stock-based compensation expense that is included in each functional line item on our consolidated statements of income:

	Year Ended December 31,
	2010		2009		2008
	(In thousands)
Cost of product revenue	$	22,502	$	24,545	$	24,997
Research and development		341,733		351,884		358,018
Selling, general and administrative		118,789		119,918		126,359
	$	483,024	$	496,347	$	509,374

The following table presents details of unearned stock-based compensation currently estimated to be expensed in related to unvested share-based payment awards at December 31, 2010:

	2011		2012		2013		2014		Thereafter		Total
	(In thousands)
Unearned stock-based compensation	$	420,700	$	252,097	$	129,556	$	23,329	$	—	$	825,682

The weighted-average period over which the unearned stock-based compensation is expected to be recognized is 1.3 years.

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If there are any modifications or cancellations of the underlying unvested awards, we may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. Future stock-based compensation expense and unearned stock-based compensation will increase to the extent that we grant additional equity awards or assume unvested equity awards in connection with acquisitions.

The per share fair values of stock options granted in connection with stock incentive plans and rights granted in connection with the employee stock purchase plan have been estimated with the following weighted average assumptions:

	Employee Stock Options									Employee Stock Purchase Rights
	2010			2009			2008			2010			2009			2008
Expected life (in years)		4.08			4.98			4.23			1.23			0.92			1.78
Implied volatility		0.39			0.53			0.45			0.39			0.53			0.53
Risk-free interest rate		1.61	%		1.83	%		2.88	%		0.25	%		0.46	%		1.96	%
Expected dividend yield		1.00	%		0.00	%		0.00	%		0.76	%		0.00	%		0.00	%
Weighted average fair value	$	13.47		$	10.91		$	10.19		$	11.83		$	7.39		$	8.91

The weighted average fair values per share of the restricted stock units awarded in 2010, 2009 and 2008 were $30.98, $24.06 and $24.39, respectively, calculated based on the fair market value of our Class A common stock on the respective grant dates.

Shares Reserved For Future Issuance

We had the following shares of common stock reserved for future issuance upon the exercise or issuance of equity instruments:

	Number of Shares
	(In thousands)
Stock options outstanding		78,218
Authorized for future grants under stock incentive plans		89,129
Authorized for future issuance under stock purchase plan		11,116
Restricted stock units outstanding		27,745
Balance at December 31, 2010		206,208

401(k) Savings and Investment Plan

We sponsor a defined contribution 401(k) savings and investment plan, established in 1996, covering substantially all of our U.S. employees, subject to certain eligibility requirements. At our discretion, we may make contributions to this plan. We have a limited matching contribution policy under which we made $11.4 million, $6.7 million and $6.1 million in contributions to participants in this plan in 2010, 2009 and 2008, respectively.

10.   Goodwill and Long-Lived Assets

We performed annual impairment assessments of the carrying value of goodwill in October 2010, 2009 and 2008. We compared the carrying value of each of our reporting units that existed at those times to its estimated fair value.

We estimated the fair values of our reporting units primarily using the income approach valuation methodology that includes the discounted cash flow method, taking into consideration the market approach and certain market multiples as a validation of the values derived using the discounted cash flow methodology. The discounted cash flows for each reporting unit were based on discrete financial forecasts developed by management for planning purposes. Cash flows beyond the discrete forecasts were estimated using a terminal value calculation, which incorporated historical and forecasted financial trends for each identified reporting unit and considered

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perpetual earnings growth rates for publicly traded peer companies. Future cash flows were discounted to present value by incorporating appropriate present value techniques.

Specifically, the income approach valuations included the following assumptions:

	Valuation Assumptions
	2010	2009	2008
Discount Rate	12.0% - 17.7%	12.0% - 17.5%	15.0% - 17.0%
Perpetual Growth Rate	4.0%	4.0%	4.0% - 5.0%
Tax	17.0%	17.0%	10.0%
Risk Free Rate	3.4%	4.0%	4.3%
Peer Company Beta	1.26 - 1.52	1.24 - 1.69	1.83 - 2.50

Upon completion of the October 2010 and 2009 annual impairment assessments, we determined no impairment was indicated as the estimated fair value of each of the reporting units exceeded its respective carrying value. Upon completion of the October 2008 assessment, we determined that the carrying value of our Mobile Platforms reporting unit exceeded its estimated fair value. Because indicators of impairment existed for this business group, we performed the second step of the test to determine the fair value of the goodwill of our Mobile Platforms reporting unit.

In 2010 we recorded an impairment charge of $17.3 million related to a Sunext technology license that was acquired in 2008. In 2009 we recorded impairment charges to customer relationships, developed technology and certain other assets of $18.9 million related to the acquisition of the DTV Business of AMD. The primary factor contributing to these impairment charges was the continued reduction in our revenue outlook for these businesses, and the related decrease to the estimated cash flows indentified with the impaired assets.

The implied fair value of goodwill was determined in the same manner utilized to estimate the amount of goodwill recognized in a business combination. As part of the second step of the impairment test performed in 2008, we calculated the fair value of certain assets, including developed technology, IPR&D assets and customer relationships. To determine the implied value of goodwill, fair values were allocated to the assets and liabilities of the Mobile Platforms reporting unit as of October 1, 2008. The implied fair value of goodwill was measured as the difference between the fair value of the Mobile Platforms reporting unit over the amounts assigned to its assets and liabilities. The impairment loss for the Mobile Platforms reporting unit was measured by the amount the carrying value of goodwill exceeded the implied fair value of the goodwill. Based on this assessment, we recorded a charge of $149.7 million in the three months ended December 31, 2008, which represented all of the related goodwill of our Mobile Platforms reporting unit at that time.

We also review other long-lived tangible assets for impairment when indicators of impairment exist. An impairment in the carrying value of an asset group is recognized whenever anticipated future undiscounted cash flows from an asset group are estimated to be less than its carrying value. The amount of impairment recognized is the difference between the carrying value of the assets and their fair values. Fair value estimates are based on assumptions concerning the amount and timing of estimated future cash flows and assumed discount rates, reflecting varying degrees of perceived risk. We utilized appraisals to assess the reasonableness of the fair values estimated using the discounted cash flow methodology. Based on this evaluation we recorded an impairment charge of $19.8 million related to the property and equipment of our Mobile Platforms reporting unit in the three months ended December 31, 2008.

The primary factors contributing to the Mobile Platforms reporting unit impairment charges were the recent significant economic downturn, which caused a decline in the cellular market, as well as tempered expectations of the future growth rate for that market, and an increase in our implied discount rate due to higher risk premiums, as well as the decline in our market capitalization. We adjusted our assumptions used to calculate the estimated fair value of the Mobile Platforms reporting unit to account for these macroeconomic changes.

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11.   Settlement Costs, Net

We recorded settlement costs of $52.6 million in 2010 primarily related to licensing and settlement agreements and certain employment tax items. In 2009, we incurred settlement costs of $183.8 million, partially offset by settlement gains of $65.3 million, resulting in $118.5 million of net settlement costs.

We entered into a stipulation and agreement of settlement of the Stock Option Class Actions dated as of April 30, 2010, which provides for the claims against Broadcom and its current and former officers and directors to be dismissed with prejudice and released in exchange for a $160.5 million cash payment by Broadcom. We recorded the settlement amount as a one-time charge in our statement of income for the three months and year ended December 31, 2009 and subsequent payment was made in June 2010 into a settlement fund.

We recorded settlement gains of $65.3 million related to the Qualcomm Agreement in 2009. For a further discussion of this agreement, see Note 2. In addition, we recorded settlement costs of $12.1 million related to a payment to the Israeli government associated with a post-acquisition technology transfer fee related to our acquisition of Dune Networks. We also recorded $11.2 million in settlement costs in 2009 for estimated settlements associated with certain employment tax items, other employment matters and a patent infringement claim.

In April 2008 we entered into a settlement with the SEC relating to the previously-disclosed SEC investigation of Broadcom’s historical stock option granting practices. Without admitting or denying the SEC’s allegations, we agreed to pay a civil penalty of $12.0 million, which we recorded as a settlement cost in 2008. The settlement was approved by the United States District Court for the Central District of California in late April 2008. In addition, we settled a patent infringement claim for $3.8 million in 2008.

For further discussion of litigation matters, see Note 12

12.   Litigation

We and certain of our subsidiaries are currently parties to various legal proceedings, including those noted in this section. Unless specifically noted below, during the period presented we have not recorded any accrual for contingent liabilities associated with the legal proceedings described below. Any possible range of loss is not reasonably estimable at this time. We are engaged in numerous other legal actions not described below arising in the ordinary course of our business and, while there can be no assurance, we believe that the ultimate outcome of these actions will not have a material adverse effect on our operating results, liquidity or financial position.

From time to time we may conclude it is in the best interests of our stockholders, employees, and customers to settle one or more litigation matters, and any such settlement could include substantial payments; however, other than as noted below, we have not reached this conclusion with respect to any particular matter at this time. There are a variety of factors that influence our decisions to settle and the amount we may choose to pay, including the strength of our case, developments in the litigation, the behavior of other interested parties, the demand on management time and the possible distraction of our employees associated with the case and/or the possibility that we may be subject to an injunction or other equitable remedy. It is difficult to predict whether a settlement is possible, the amount of an appropriate settlement or when is the opportune time to settle a matter in light of the numerous factors that go into the settlement decision.

Intellectual Property Proceedings.

In October 2007 Wi-LAN Inc. filed complaints against us and multiple other defendants in the United States District Court for the Eastern District of Texas alleging that certain Broadcom products infringe three Wi-LAN patents that Wi-LAN alleges relate generally to wireless LAN and DSL technology. The complaint sought a permanent injunction against us, as well as the recovery of monetary damages and attorney’s fees. In February 2009 Wi-LAN filed a supplemental complaint alleging that certain Broadcom products infringe a fourth Wi-LAN patent that Wi-LAN alleges relate generally to Bluetooth technology. Wi-LAN’s supplemental complaint sought a permanent injunction against us as well as the recovery of monetary damages and attorneys’ fees. We filed answers to Wi-LAN’s complaints denying the allegations in Wi-LAN’s complaints and asserting counterclaims seeking a

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declaratory judgment that the asserted Wi-LAN patents are invalid, unenforceable, and not infringed. We also filed counterclaims alleging, among other things, that Wi-LAN committed fraud and violated antitrust laws.

In April 2010 Wi-LAN Inc. filed a new complaint against us and multiple other defendants in the United States District Court for the Eastern District of Texas alleging that certain Broadcom Bluetooth products infringe a fifth Wi-LAN patent. The complaint sought a permanent injunction, damages, and attorney’s fees. In August 2010, we filed an answer denying the allegations in Wi-LAN’s complaint and asserting counterclaims that Wi-LAN’s patent is invalid, unenforceable, and not infringed.

In January 2011, Broadcom and Wi-Lan signed a binding term sheet resolving all litigation between the two companies. The two companies are drafting a definitive settlement, release and patent license agreement, which will be finalized in February 2011.

In November 2009 we filed a complaint in the United States District Court for the Eastern District of Texas against the Commonwealth Scientific and Industrial Research Organisation, (CSIRO) seeking a declaratory judgment that U.S. Patent Number 5,487,069 is invalid, unenforceable and not infringed. CSIRO has answered the complaint and counterclaimed for infringement against Broadcom wireless LAN products and seeking damages, attorney’s fees, and an injunction. In connection with an ex parte reexamination, the Patent Office has recently issued a Notice of Intent to Issue a Reexamination Certificate allowing the claims of CSIRO’s patent. Broadcom filed a supplemental reexamination request, which request was denied by the Patent Office on January 13, 2011. Trial has been set for November 2011.

In September 2009 we filed a complaint in the United States District Court for the Central District of California against Emulex Corporation, or Emulex, alleging infringement of ten patents generally relating to networking technologies. In subsequent filings, we added two additional patents and dropped three patents, bringing the total to nine asserted patents. Our complaints seek injunctions against Emulex and the recovery of monetary damages, including treble damages for willful infringement, and attorneys’ fees. In its answers, Emulex denied liability and asserted counterclaims seeking a declaratory judgment that the asserted patents are invalid and not infringed. Discovery is currently underway, with trial set for September 2011.

In August 2010, Broadcom filed a motion to intervene (i.e., to be added as a party) in U.S. Ethernet Innovations, LLC v. Acer, Inc., Case No. 10-cv-03724-JW (N.D. Cal.). In this case, U.S. Ethernet Innovations, LLC, or USEI filed a patent infringement complaint alleging that numerous companies, including certain Broadcom customers, infringe four patents relating generally to Ethernet technology. USEI seeks monetary damages, attorney’s fees, and an injunction. Defendants have filed answers denying the allegations in USEI’s complaint and asserting counterclaims for declaratory judgment that USEI’s patents are invalid, unenforceable, and not infringed. Broadcom contends that it has a license related to USEI’s patents and is seeking to assert this license as a defense. In December 2010, the Court granted Broadcom’s motion to intervene. No trial date has been set.

In December 2006 SiRF Technology, Inc., or SiRF, filed a complaint in the United States District Court for the Central District of California against Global Locate, Inc., a privately-held company that became a wholly-owned subsidiary of Broadcom in July 2007, alleging that certain Global Locate products infringe four SiRF patents relating generally to GPS technology. In January 2007 Global Locate filed an answer denying the allegations in SiRF’s complaint and asserting counterclaims. The counterclaims seek a declaratory judgment that the four SiRF patents are invalid and not infringed, assert that SiRF has infringed four Global Locate patents relating generally to GPS technology, and assert unfair competition and antitrust violations related to the filing of sham litigation. In May 2007 the court granted Global Locate’s motion to stay the case until certain U.S. International Trade Commission, or ITC, actions between Global Locate and SiRF became final. The ITC actions became final in July 2010, and the stay of the case was lifted. On September 27, 2010, the court denied SiRF’s motion for a partial stay of the action in view of certain pending patent reexaminations, and granted Global Locate’s motion to file a second amended counter-complaint adding claims for infringement of three additional patents and voluntarily dismissing Global Locate’s claims for unfair competition without prejudice. Trial was set for July 2012. On January 10, 2011, Broadcom and CSR announced that the parties had settled all outstanding litigation between themselves and their subsidiaries, that the parties would seek to dismiss their various pending actions in U.S. District Court, and the U.S. International Trade Commission, and that they had agreed not to pursue any patent infringement actions or claims against each other, or against any third parties based on use of each others’ products, for a period of five years

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(the “Broadcom-CSR Settlement”). On January 14, 2011 the parties filed a Stipulation of Dismissal Without Prejudice, and such dismissal was approved by the Court on January 18, 2011,

In April 2007 Global Locate filed a complaint in the ITC against SiRF and four of its customers, e-TEN Corporation, Pharos Science & Applications, Inc., MiTAC International Corporation and Mio Technology Limited, referred to collectively as the SiRF Defendants, asserting that the SiRF Defendants engaged in unfair trade practices by importing GPS devices, including integrated circuits and embedded software, incorporated in products such as personal navigation devices and GPS-enabled cellular telephones that infringe, both directly and indirectly, six Global Locate patents relating generally to GPS technology. The complaint sought an exclusion order to bar importation of the SiRF Defendants’ products into the United States and a cease and desist order to bar further sales of infringing products that have already been imported. In January 2009 the ITC issued a Final Determination finding that SiRF and the other SiRF respondents infringed six Global Locate patents and that each of the six patents was not invalid. The ITC also issued a limited exclusion order banning the importation into the United States of infringing SiRF chips and the SiRF Defendants’ products containing infringing SiRF chips and a cease and desist order prohibiting SiRF and the certain other SiRF Defendants from engaging in certain activities related to the infringing chips. In April 2010, the United States Court of Appeals for the Federal Circuit affirmed the ITC’s decision. On August 16, 2010, the ITC granted a Petition by SiRF to institute proceedings regarding a proposed modification of the exclusion order and cease and desist order, seeking a ruling regarding the applicability of the exclusion order to certain SiRF activities. The Administrative Law Judge set a hearing date in late January 2011 for the modification proceedings. Pursuant to the Broadcom-CSR Settlement, on January 14, 2011, the parties filed a Joint Motion to Terminate the Modification Proceeding Based on a Settlement Agreement. The ALJ granted the motion on January 28, 2011. In October 2010, Broadcom filed a complaint seeking institution of enforcement proceedings relating to certain alleged violations of the ITC’s orders by the SiRF Defendants. The ITC instituted enforcement proceedings on December 1, 2010. Pursuant to the Broadcom-CSR Settlement, on January 14, 2011, the parties filed a Joint Motion to Terminate the Enforcement Proceeding and Joint Petition to Rescind the Underlying Limited Exclusion And Cease and Desist Orders Based on a Settlement Agreement. The ALJ granted the motion to terminate on January 28, 2011.

In May 2008 Broadcom filed a complaint in the United States District Court for the Central District of California against SiRF, alleging that certain SiRF GPS and multimedia products infringe four Broadcom patents relating generally to graphics and communications technology. The District Court complaint seeks preliminary and permanent injunctions against SiRF and the recovery of monetary damages, including treble damages for willful infringement, and attorneys’ fees. In June 2008 SiRF answered the complaint and asserted counterclaims seeking a declaratory judgment that Broadcom’s patents are invalid and not infringed. In September 2008 the court denied SiRF’s motion to stay the case. In October 2009, Broadcom amended its complaint to add CSR plc as a defendant and asserted claims alleging false advertising and unfair competition. In October 2009 SiRF answered the amended complaint denying liability and asserting counterclaims alleging false advertising and unfair competition. In December 2009 Broadcom answered SiRF’s counterclaims denying liability. In December 2009, the court granted the parties’ joint stipulation of dismissal with prejudice for all claims and counterclaims relating to one of the Broadcom patents; three Broadcom patents remain in the lawsuit. Various summary judgment motions were filed with the court, and trial was set for late January 2011. Pursuant to the Broadcom-CSR Settlement, on January 12, 2011, the parties filed a Stipulation of Dismissal of the action, and such dismissal was approved by the Court on January 13, 2011.

On August 20, 2010, CSR plc filed a complaint in the United States District Court for the Central District of California against Broadcom, alleging that certain Broadcom products infringe nine patents held by CSR relating generally to GPS, wireless or other technologies. Broadcom has denied infringing CSR’s patents, and asserts counterclaims for, among other things, CSR’s infringement of five asserted Broadcom patents. On October 13, 2010, CSR filed a motion seeking an order preliminarily enjoining Broadcom from, among other things, infringing four of the patents asserted by CSR in the action or selling certain Broadcom products relating to assisted GPS technology. Pursuant to the Broadcom-CSR Settlement, on January 12, 2011, the parties filed a Stipulation of Dismissal of the action, and such dismissal was approved by the Court on January 13, 2011.

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On October 13, 2010, CSR filed a complaint in the United States District Court for the District of Delaware against Broadcom, alleging that certain Broadcom products infringe four patents relating generally to GPS, wireless or other technologies. Pursuant to the Broadcom-CSR Settlement, on January 12, 2011, the parties filed a Stipulation and Order of Dismissal Without Prejudice of the action, and such dismissal was approved by the Court on January 17, 2011.

On October 28, 2010, Broadcom filed a complaint in the United States District Court for the Central District of California against CSR and certain of its subsidiaries, seeking a declaratory judgment that Broadcom does not infringe certain of CSR’s patents, and that those patents are invalid. Pursuant to the Broadcom-CSR Settlement, on January 12, 2011, the parties filed a Stipulation and Order of Dismissal Without Prejudice of the action, and such dismissal was approved by the Court on January 13, 2011.

On December 1, 2010, Rambus Inc. filed a complaint in the United States District Court for the Northern District of California against Broadcom, alleging that certain Broadcom products infringe nineteen patents relating generally to memory controller and high speed interface technologies. Broadcom filed its response to Rambus’ complaint on January 26, 2011. On January 28, 2011, Broadcom filed a motion to stay the action pending completion of certain International Trade Commission proceedings discussed below.

On December 1, 2010, Rambus Inc. filed a complaint in the International Trade Commission (ITC) against Broadcom and numerous other parties, asserting that Broadcom engaged in unfair trade practices by importing certain memory controllers and devices having certain accused interface technologies that allegedly infringe six patents. The complaint seeks an exclusion order to bar importation into the United States all semiconductor chips that include memory controllers and/or peripheral interfaces that are manufactured, imported, or sold for importation that infringe any claim of the asserted patents, and all products incorporating the same. The complaint further seeks a cease and desist order directing Broadcom and other parties to cease and desist from importing, marketing, advertising, demonstrating, sampling, warehousing inventory for distribution, offering for sale, selling, distributing, licensing, or using any semiconductor chips that include memory controllers and/or peripheral interfaces, and products containing such semiconductor chips, that infringe any claim of the asserted patents. On December 29, 2010, the ITC voted to institute an investigation based on Rambus’ complaint. Broadcom filed its response to the complaint on February 1, 2011.

Other Litigation

In November 2009 Emulex filed a complaint in the Central District of California against Broadcom alleging violation of the antitrust laws, defamation, and unfair competition. The complaint seeks injunctive relief and monetary damages, including treble damages and attorneys’ fees. In January 2010, Emulex filed an amended complaint in which Emulex removed, among other things, the claim of unfair competition. In February 2010, we filed motions to dismiss the case and a motion to strike. In June 2010, the District Court granted in part and denied in part our motion to dismiss and denied our motion to strike. In July 2010, we filed a notice of appeal of the District Court’s denial of our motion to strike. In November 2010, the parties agreed to a voluntary stay of the appeal. No trial date has been set for this matter. We intend to defend this action vigorously.

From March through August 2006 a number of purported Broadcom shareholders filed putative shareholder derivative actions, the Options Derivative Actions, against Broadcom, each of the then members of our Board of Directors and certain current or former officers, alleging, among other things, that the defendants improperly dated certain Broadcom employee stock option grants. Four of those cases, Murphy v. McGregor, et al. (Case No. CV06-3252 R (CWx)), Shei v. McGregor, et al. (Case No. SACV06-663 R (CWx)), Ronconi v. Dull, et al. (Case No. SACV 06-771 R (CWx)) and Jin v. Broadcom Corporation, et al. (Case No. 06CV00573) have been consolidated in the United States District Court for the Central District of California. The plaintiffs filed a consolidated amended complaint in November 2006. In addition, two putative shareholder derivative actions, Pirelli Armstrong Tire Corp. Retiree Med. Benefits Trust v. Samueli, et al. (Case No. 06CC0124) and Servais v. Samueli, et al. (Case No. 06CC0142), were filed in the California Superior Court for the County of Orange. The Superior Court consolidated the state court derivative actions in August 2006, and the plaintiffs filed a consolidated amended complaint in September 2006. The plaintiffs in the Options Derivative Actions contend, among other things, that the defendants’ conduct violated United States and California securities laws, breached defendants’ fiduciary duties, wasted corporate assets, unjustly enriched the defendants, and

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caused errors in our consolidated financial statements. The plaintiffs seek, among other things, unspecified damages and disgorgement of profits from the alleged conduct, to be paid to Broadcom.

In January 2007 the California Superior Court granted defendants’ motion to stay the state derivative action pending resolution of the prior-filed federal derivative action. In March 2007 the court in the federal derivative action denied our motion to dismiss, which motion was based on the ground that the shareholder plaintiffs lack standing to assert claims on behalf of Broadcom. Motions to dismiss filed by the individual defendants were heard, and mostly denied, in May 2007. Additionally, in May 2007 the Board of Directors established a special litigation committee, or SLC, to decide what course of action Broadcom should pursue in respect of the claims asserted in the Options Derivative Actions.

In August 2009 Broadcom, by and through its SLC, plaintiffs and certain of the defendants executed a Stipulation and Agreement of Partial Settlement, or Partial Derivative Settlement, in the federal derivative action pertaining to past employee stock option grants. The Partial Derivative Settlement resolved all claims in the action against the defendants, other than three individuals: Dr. Henry T. Nicholas, III, our former President and Chief Executive Officer and former Co-Chairman of the Board, William J. Ruehle, our former Chief Financial Officer, and Dr. Henry Samueli, our Chief Technical Officer. In connection with the Partial Derivative Settlement, Broadcom and certain of the defendants also entered into a settlement with Broadcom’s directors and officers liability insurance carriers, or Insurance Agreement. In December 2009 the District Court entered an order granting final approval of the Partial Derivative Settlement. In January 2010 Dr. Nicholas, Mr. Ruehle, and Dr. Samueli filed notices of appeal of the order in the United States Court of Appeals for the Ninth Circuit.

In March 2010 the SLC formally and unanimously adopted a Report of the Special Litigation Committee of the Board of Directors of Broadcom, or Report. In April 2010 the SLC directed Broadcom’s General Counsel to file a motion for summary judgment in the derivative action based on the findings and recommendations of the Report.

That motion was filed in April 2010 seeking dismissal of the claims against the three remaining defendants. On June 21, 2010 plaintiffs in the federal derivative action filed an opposition to Broadcom’s motion, and a cross-motion for summary judgment. The SLC was granted leave to intervene and filed a response on behalf of Broadcom. In September 2010, the District Court denied Broadcom’s motion and plaintiffs’ cross-motion. The case has now been scheduled for trial beginning in March 2011.

From August through October 2006 several plaintiffs filed purported shareholder class actions in the United States District Court for the Central District of California against Broadcom and certain of our current or former officers and directors, entitled Bakshi v. Samueli, et al. (Case No. 06-5036 R (CWx)), Mills v. Samueli, et al. (Case No. SACV 06-9674 DOC R(CWx)), and Minnesota Bakers Union Pension Fund, et al. v. Broadcom Corp., et al. (Case No. SACV 06-970 CJC R (CWx)), the Stock Option Class Actions. The essence of the plaintiffs’ allegations is that we improperly backdated stock options, resulting in false or misleading disclosures concerning, among other things, our business and financial condition. Plaintiffs also allege that we failed to account for and pay taxes on stock options properly, that the individual defendants sold our common stock while in possession of material nonpublic information, and that the defendants’ conduct caused artificial inflation in our stock price and damages to the putative plaintiff class. The plaintiffs assert claims under Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. In November 2006 the Court consolidated the Stock Option Class Actions and appointed the New Mexico State Investment Council as lead class plaintiff. In October 2007 the federal appeals court resolved a dispute regarding the appointment of lead class counsel. In March 2008 the district judge entered a revised order appointing lead class counsel. The lead plaintiff filed an amended consolidated class action complaint in April 2008, naming additional defendants including certain current officers and directors of Broadcom as well as Ernst & Young LLP, or E&Y, our former independent registered public accounting firm. In October 2008 the district judge granted defendants’ motions to dismiss with leave to amend. In October 2008 the lead plaintiff filed an amended complaint. In November 2008 defendants filed motions to dismiss. In February 2009 these motions were denied except with respect to E&Y and the former Chairman of the Audit Committee, which were granted with leave to amend, and with respect to the former Chief Executive Officer, which was granted without leave to amend. The lead plaintiff did not amend its complaint with respect to the former Chairman of the Audit Committee and the time period to do so has expired. With respect to E&Y, in March 2009

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the district judge entered a final judgment for E&Y and against the lead plaintiff. The lead plaintiff has appealed the final judgment.

In December 2009 we agreed in principle to settle the Stock Option Class Actions. The parties entered into a stipulation and agreement of settlement dated as of April 30, 2010, which provided for the claims against Broadcom and its current and former officers and directors to be dismissed with prejudice and released in exchange for a $160.5 million cash payment by Broadcom. We recorded the settlement amount as a one-time charge in 2009 and subsequent payment was made in June 2010 into a settlement fund for distribution pending final approval. On June 1, 2010 the District Court granted preliminary approval for the proposed settlement and entered an order providing for notice and a hearing in connection with the proposed settlement. On July 12, 2010 the lead plaintiff filed an unopposed motion for final approval of the proposed settlement. On August 12, 2010 the District Court entered an order granting final approval of the Stock Option Class Actions settlement. On September 10, 2010 a single purported Broadcom shareholder filed a notice of appeal of the order in the United States Court of Appeals for the Ninth Circuit. On October 18, 2010, the Ninth Circuit dismissed the shareholder’s appeal for failure to pay the filing fees. On November 4, 2010 the Ninth Circuit vacated its October 18 order as issued in error, granted the shareholder’s motion for voluntary dismissal of the appeal, and thus dismissed the shareholder appeal.

In April 2008 we delivered a Notice of Arbitration and Arbitration Claim to our former independent registered public accounting firm, E&Y, and certain related parties. The arbitration relates to the issues that led to the restatement of Broadcom’s financial statements for the periods from 1998 through March 31, 2006 as disclosed in an amended Annual Report on Form 10-K/A for the year ended December 31, 2005 and an amended Quarterly Report on Form 10-Q/A for the three months ended March 31, 2006, each filed with the SEC January 23, 2007. In May 2008 E&Y delivered a Notice of Defense and Counterclaim. No date for an arbitration hearing has been scheduled.

We have indemnification agreements with each of our present and former directors and officers, under which we are generally required to indemnify each such director or officer against expenses, including attorneys’ fees, judgments, fines and settlements, arising from the Options Derivative Actions, the Stock Option Class Actions and the prior related SEC and U.S. Attorney’s Office investigations (subject to certain exceptions, including liabilities arising from willful misconduct, from conduct knowingly contrary to the best interests of Broadcom, or conduct that is knowingly fraudulent or deliberately dishonest or results in improper personal benefit). The potential amount of the future payments we could be required to make under these indemnification obligations could be significant and could have a material impact on our results of operations. Pursuant to the Insurance Agreement, and subject to the terms described more completely therein, including relinquishing of rights to any further recovery as to the matters described above under these directors’ and officers’ liability insurance policies by Broadcom and certain of its former and current officers and directors, Broadcom received payments totaling $118.0 million from its insurance carriers which was recorded as $91.3 million, $16.7 million and $10.0 million reduction of selling, general and administrative expenses in 2009, 2008 and 2007, respectively. We did not receive any additional proceeds from insurance carriers in 2010. The $118 million includes $43.3 million in reimbursements previously received from the insurance carriers under reservations of rights, and $74.7 million paid to Broadcom upon final approval of the Partial Derivative Settlement. In addition, Broadcom paid $11.5 million to the lead federal derivative plaintiffs’ counsel for attorneys’ fees, expenses and costs of plaintiffs’ counsel in connection with the Partial Derivative Settlement and their prosecution of the derivative action. As of December 31, 2010, in connection with our securities litigation and related government investigations, we have advanced approximately $160.5 million to certain current and former officers for attorney and expert fees, which amount has been expensed. Pursuant to the Insurance Agreement, we agreed to indemnify and hold harmless the insurance carriers in connection with certain proceedings that might be brought against the carriers by non-settling parties. In October 2010 the insurance carriers notified us that they received mediation demands from certain non-settling derivative defendants and tendered those claims to Broadcom for indemnity.

In the event that the trial court’s approval of the Partial Derivative Settlement is reversed or vacated by an appellate court or otherwise does not become final and non-appealable, Broadcom in its sole discretion has the election to either provide a release to the insurance carriers and indemnify them related to any future claims and

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retain the $118.0 million in accordance with the Insurance Agreement or to repay to the insurance carriers certain portions of the aggregate amount previously paid to Broadcom.

On December 1, 2010 Nancy Tullos, our former director of human resources, sent Broadcom an arbitration demand seeking $5.8 million plus attorney’s fees and alleging that Broadcom breached the terms of a 2003 separation agreement by cancelling certain stock options granted to Ms. Tullos. On January 12, 2011, Broadcom responded, denying her allegations and counterclaiming for attorney’s fees that were advanced to Ms. Tullos in litigations regarding Broadcom’s past stock options practices.

On December 2, 2010, William Ruehle, our former chief financial officer, filed suit against us in the Superior Court, State of California, County or Orange, entitled Ruehle v. Broadcom, case number 30-2010-429904. Ruehle alleges that Broadcom breached its contract with Ruehle when it denied him an extension of time to exercise certain stock options allegedly valued at more than $26 million. On January 24, 2011, Mr. Ruehle served his complaint. Broadcom has 30 days to respond.

General

We and our subsidiaries are also involved in other legal proceedings, claims and litigation arising in the ordinary course of business.

The pending proceedings involve complex questions of fact and law and will require the expenditure of significant funds and the diversion of other resources to prosecute and defend. The results of legal proceedings are inherently uncertain, and material adverse outcomes are possible. The resolution of intellectual property litigation may require us to pay damages for past infringement or to obtain a license under the other party’s intellectual property rights that could require one-time license fees or ongoing royalties, which could adversely impact our product gross margins in future periods, or could prevent us from manufacturing or selling some of our products or limit or restrict the type of work that employees involved in such litigation may perform for us. From time to time we may enter into confidential discussions regarding the potential settlement of pending litigation or other proceedings; however, there can be no assurance that any such discussions will occur or will result in a settlement. The settlement of any pending litigation or other proceeding could require us to incur substantial settlement payments and costs. In addition, the settlement of any intellectual property proceeding may require us to grant a license to certain of our intellectual property rights to the other party under a cross-license agreement. If any of those events were to occur, our business, financial condition and results of operations could be materially and adversely affected.

13.   Business Enterprise Segments, Significant Customer, Supplier and Geographical Information

Business Enterprise Segments

Broadcom has three reportable segments consistent with our target markets. Our three reportable segments are: Broadband Communications (Home), Mobile & Wireless (Hand) and Infrastructure & Networking (Infrastructure).

Our Chief Executive Officer, who is our chief operating decision maker, or CODM, reviews financial information at the operating segment level. Our Mobile & Wireless reportable segment comprises our Mobile Platforms and Wireless Connectivity businesses. Our Mobile Platforms and Wireless Connectivity businesses are reported separately to the CODM to allow greater management focus on our Mobile Platform opportunity. However as the customers, economics, and competitors substantially overlap, and the product functionality is being integrated across these products in our own and competitor roadmaps, we aggregate these two businesses into one reportable segment, Mobile & Wireless.

We also report an “All Other” category that primarily includes licensing revenue from our agreement with Verizon Wireless and income from the Qualcomm Agreement since they are principally the result of corporate efforts. “All Other” also includes operating expenses that we do not allocate to our other operating segments as these expenses are not included in the segment operating performance measures evaluated by our CODM. Operating costs and expenses that are not allocated include stock-based compensation, amortization of purchased intangible assets, impairment of goodwill and other long-lived assets, net settlement costs, net restructuring costs,

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charitable contributions, employer payroll tax on certain stock option exercises, and other miscellaneous expenses related to corporate allocations that were either over or under the original projections at the beginning of the year. We include stock-based compensation and acquisition-related items in the “All Other” category as decisions regarding equity compensation are made at the corporate level and our CODM believes that acquisition accounting distorts the underlying economics of the reportable segment. In 2010, we reclassified the amortization of acquired inventory valuation step-up from its respective reportable segment into the “All Other” category, as these charges are the result of acquisition accounting and we believe these amounts should not be included when measuring our reportable segments’ operating performance. Prior period amounts have been reclassified to conform to the current period presentation. Our CODM does not review information regarding total assets, interest income or income taxes on an operating segment basis. The accounting policies for segment reporting are the same as for Broadcom as a whole.

The following table presents details of our reportable segments and the “All Other” category:

	Reportable Segments
	Broadband		Mobile &		Infrastructure &		All
	Communications		Wireless		Networking		Other			Consolidated
	(In thousands)
Year ended December 31, 2010
Net revenue	$	2,134,373	$	2,889,226	$	1,587,775	$	206,945		$	6,818,319
Operating income (loss)		446,556		526,177		578,182		(469,055	)		1,081,860
Year ended December 31, 2009
Net revenue	$	1,525,193	$	1,719,998	$	1,055,553	$	189,579		$	4,490,323
Operating income (loss)		180,392		116,882		287,837		(529,039	)		56,072
Year ended December 31, 2008
Net revenue	$	1,722,671	$	1,528,178	$	1,258,044	$	149,232		$	4,658,125
Operating income (loss)		383,582		33,974		390,293		(635,719	)		172,130

Included in the “All Other” category:	Year Ended December 31,
	2010			2009			2008
	(In thousands)
Net revenue	$	206,945		$	189,579		$	149,232
Stock-based compensation	$	483,024		$	496,347		$	509,374
Amortization of purchased intangible assets		58,594			30,744			19,249
Amortization of acquired inventory valuation step-up		9,644			9,225			2,161
Impairment of goodwill and other long-lived assets		19,045			18,895			171,593
Settlement costs, net		52,625			118,468			15,810
Restructuring costs (reversals)		111			7,501			(1,000	)
In-process research and development		—			—			42,400
Charitable contribution		—			50,000			—
Employer payroll tax on certain stock option exercises		12,541			4,866			3,966
Miscellaneous corporate allocation variances		40,416			(17,428	)		21,398
Total other operating costs and expenses	$	676,000		$	718,618		$	784,951
Total operating loss for the “All Other” category	$	(469,055	)	$	(529,039	)	$	(635,719	)

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Significant Customer, Supplier and Geographical Information

Sales to our significant customers, including sales to their manufacturing subcontractors, as a percentage of net revenue were as follows:

	Year Ended December 31,
	2010			2009			2008
Apple		11.1	%		*			*
Samsung		10.0			10.3	%		*
Five largest customers as a group		38.9			34.6			35.8	%

* Less than 10% of net revenue.

No other customer represented more than 10% of our annual net revenue in these years.

Product revenue derived from shipments to international destinations, as a percentage of product revenue was as follows:

	Year Ended December 31,
	2010			2009			2008
China (exclusive of Hong Kong)		30.4	%		28.3	%		29.5	%
Hong Kong		26.0			24.8			27.9
Other Asia (primarily in Singapore and Taiwan)		36.8			37.6			29.3
Europe (primarily in Sweden, Hungary, France, Romania)		2.4			2.7			2.8
Other		1.6			1.4			2.3
		97.2	%		94.8	%		91.8	%

We do not own or operate a fabrication facility. Four independent third-party foundries located in Asia manufacture a majority of our semiconductor devices in current production. Any sudden demand for an increased amount of semiconductor devices or sudden reduction or elimination of any existing source or sources of semiconductor devices could result in a material delay in the shipment of our products. In addition, substantially all of our products are assembled and tested by one of six independent third-party subcontractors in Asia. We do not have long-term agreements with any of these suppliers. Any problems associated with the fabrication facilities or the delivery, quality or cost of our products could have a material adverse effect on our business, results of operations and financial condition.

We have an international distribution center that includes engineering design and administrative facilities in Singapore as well as engineering design facilities in Belgium, Canada, China, Denmark, France, Greece, India, Israel, Japan, Korea, the Netherlands, Taiwan and the United Kingdom. At December 31, 2010, $83.5 million, or approximately 27.9%, of our tangible long-lived assets were located outside the United States.

14.   Quarterly Financial Data (Unaudited)

The following table presents our unaudited quarterly financial data. In our opinion, this information has been prepared on a basis consistent with that of our audited consolidated financial statements and all necessary material adjustments, consisting of normal recurring accruals and adjustments, have been included to present fairly the

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unaudited quarterly financial data. Our quarterly results of operations for these periods are not necessarily indicative of future results of operations.

						Diluted Net
			Net			Income
	Total Net		Income			(Loss)
	Revenue		(Loss)			Per Share
	(In thousands, except per share data)
Year Ended December 31, 2010
Fourth Quarter	$	1,945,555	$	266,189	(1)	$	0.47
Third Quarter		1,806,017		327,129			0.60
Second Quarter		1,604,448		278,318			0.52
First Quarter		1,462,299		210,164			0.40
Year Ended December 31, 2009
Fourth Quarter	$	1,342,746	$	59,204	(2)	$	0.11
Third Quarter		1,254,197		84,596			0.16
Second Quarter		1,039,944		13,401	(3)		0.03
First Quarter		853,436		(91,940	)		(0.19	)

(1)	Includes settlement costs of $48.8 million and an impairment of long-lived assets charge of $17.3 million.
(2)	Includes settlement costs of $175.7 million, net of a $63.2 million recovery of legal expenses.
(3)	Includes impairment of long-lived assets of $11.3 million, net settlement gains of $58.4 million and a charitable contribution of $50.0 million.

15.   Subsequent Events

In January 2011, Broadcom and CSR plc agreed to settle all litigation and legal proceedings between the parties and their affiliates, including our subsidiary Global Locate, Inc. and CSR’s subsidiary SiRF Technology, Inc. The parties have sought dismissal of their various pending actions in U.S. District Court, and the U.S. International Trade Commission (ITC), based in Washington, D.C., and have agreed not to pursue further infringement actions against each other, or against third parties based on use of each others’ products, for a period of five years. We will receive an initial payment of $5.0 million and payments of a maximum $12.5 million per year for five years.

In January 2011, Broadcom and Wi-Lan signed a binding term sheet resolving all litigation between the two companies. The two companies are drafting a definitive settlement, release and patent license agreement, which will be finalized in February 2011. A portion of the consideration has been recognized as a settlement cost and the remainder has been allocated to intellectual property rights which will be amortized over their estimated useful life, the impact of which is not expected to be material to our operating results.

In January 2011, our Board of Directors adopted an amendment to the existing dividend policy pursuant to which we intend to increase the quarterly cash dividend by 12.5% to $0.09 per share ($0.36 per share on an annual basis) and declared a quarterly cash dividend of $0.09 per share payable to holders of our common stock.

In February 2011, we entered into an accelerated share repurchase, or ASR, agreement with an Investment Bank to repurchase $300 million dollars of our common stock. The majority of the shares repurchased under the ASR program will be immediately retired and, depending on the average daily volume weighted average price of our common stock during the specified term, we may receive additional shares back at the conclusion of the program.

F-48

Exhibits and Financial Statement Schedules

Exhibit Index

				Where Located
Exhibit						Exhibit		Filed
Number			Description	Form	File No.	No.	Filing Date	Herewith
	3	.1	Second Amended and Restated Articles of Incorporation filed with the California Secretary of State on June 8, 2006	8-K	000- 23993	3.1	08/10/2006
	3	.4	Bylaws as amended through December 21, 2007	8-K	000- 23993	3.1	12/21/2007
	4	.1	Indenture, dated November 1, 2010, between the registrant and Wilmington Trust FSB	8-K	000- 23993	4.1	11/01/2010
	4	.2	Supplemental Indenture, dated November 1, 2010, between the registrant and Wilmington Trust FSB, including the forms of Broadcom’s 1.500% Senior Notes due 2013 and 2.375% Senior Notes due 2015.	8-K	000- 23993	4.2	11/01/2010
	4	.3	Registration Rights Agreement, dated as of November 1, 2010, among the registrant, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC.	8-K	000- 23993	4.3	11/01/2010
	10	.1*	Performance Bonus Plan (as amended and restated March 5, 2010)	8-K	000- 23993	99.1	03/09/2010
	10	.2*	Letter Agreement between the registrant and Scott A. McGregor dated October 25, 2004	10-K/A	000- 23993	10.4	01/23/2007
	10	.3*	Fourth Amendment dated August 9, 2010 to Letter Agreement between the registrant and Scott A. McGregor	10-Q	000- 23993	10.1	10/26/2010
	10	.4*	Letter Agreement between the registrant and Eric K. Brandt dated March 11, 2007	10-Q	000- 23993	10.1	05/01/2007
	10	.5*	Third Amendment dated August 9, 2010 to Letter Agreement between the registrant and Eric K. Brandt	10-Q	000- 23993	10.2	10/26/2010
	10	.6*	Form of Revised Letter Agreement for Change in Control Severance Benefit Program dated August 9, 2010 between the registrant and each of the following executive officers: Scott A. Bibaud, Neil Kim, Thomas F. Lagatta, Daniel A. Marotta, and Robert A. Rango	10-Q	000- 23993	10.5	10/26/2010
	10	.7*	Revised Letter Agreement for Change in Control Severance Benefit Program dated August 9, 2010 between the registrant and Robert L. Tirva	10-Q	000- 23993	10.6	10/26/2010
	10	.8*	Letter Agreement between the registrant and Arthur Chong dated October 27, 2008	10-K	000- 23993	10.11	02/04/2009
	10	.9*	Amendment dated August 9, 2010 to Letter Agreement between the registrant and Arthur Chong	10-Q	000- 23993	10.3	10/26/2010
	10	.10*	Letter Agreement between the registrant and Rajiv Ramaswami dated January 8, 2010	10-Q	000- 23993	10.1	04/27/2010
	10	.11*	Amendment dated August 9, 2010 to Letter Agreement between the registrant and Rajiv Ramaswami	10-Q	000- 23993	10.4	10/26/2010

				Where Located
Exhibit						Exhibit		Filed
Number			Description	Form	File No.	No.	Filing Date	Herewith
	10	.12*	Severance Benefit Plan for Vice Presidents and Above and Summary Plan Description effective June 1, 2010	8-K	000- 23993	10.1	05/07/2010
	10	.13*	Stock Option Amendment Agreement between the registrant and Thomas F. Lagatta dated December 29, 2006	10-K	000- 23993	10.10	02/20/2007
	10	.14*	1998 Stock Incentive Plan, as amended and restated November 11, 2010					X
	10	.15*	1998 Stock Incentive Plan form of Notice of Grant of Stock Option for executive officers	10-K	000- 23993	10.17	02/04/2009
	10	.16*	1998 Stock Incentive Plan form of Stock Option Agreement for executive officers	10-K	000- 23993	10.21	02/04/2009
	10	.17*	1998 Stock Incentive Plan form of Automatic Stock Option Agreement for Non-Employee Directors (under prior Director Automatic Grant Program)	10-Q	000- 23993	10.2	11/09/2004
	10	.18*	1998 Stock Incentive Plan form of Restricted Stock Unit Issuance Agreement for Scott A. McGregor					X
	10	.19*	1998 Stock Incentive Plan form of Restricted Stock Unit Issuance Agreement for executive officers other than Scott A. McGregor					X
	10	.20*	1998 Stock Incentive Plan form of Restricted Stock Unit Issuance Agreement for executive officers (for RSUs governed by the Special RSU Program)					X
	10	.21*	1998 Stock Incentive Plan form of Restricted Stock Unit Issuance Agreement for Non-Employee Directors (Annual Award)	10-K	000- 23993	10.29	02/04/2009
	10	.22*	1998 Stock Incentive Plan form of Restricted Stock Unit Issuance Agreement for Non-Employee Directors (Pro-rated Awards)	10-K	000- 23993	10.30	02/04/2009
	10	.23*	1998 Stock Incentive Plan form of Restricted Stock Unit Award Agreement for Non-Employee Directors (Initial Awards under prior Director Automatic Grant Program)	10-Q	000- 23993	10.3	05/04/2005
	10	.24	1999 Special Stock Option Plan (as amended and restated July 18, 2003)	10-Q	000- 23993	10.2	08/11/2003
	10	.25	1999 Special Stock Option Plan form of Notice of Grant of Stock Option	S-8	333- 93457	99.2	12/22/1999
	10	.26	1999 Special Stock Option Plan form of Stock Option Agreement	10-Q	000- 23993	10.2.1	08/11/2003
	10	.27*	Form of Indemnification Agreement for Directors, Elected Officers and certain employees or agents of the registrant	8-K	000- 23993	10.1	06/24/2008
	10	.28*	Restricted Stock Units Incentive Award Program	8-K	000- 23993	10.1	01/20/2011
	10	.29*	Restricted Stock Unit Incentive Award Program — Form of Award Letter	8-K	000- 23993	10.2	01/20/2011
	10	.30††	Settlement and Patent License and Non-Assert Agreement by and between Qualcomm Incorporated and the registrant	8-K/A	000- 23993	10.1	07/23/2009

				Where Located
Exhibit						Exhibit		Filed
Number			Description	Form	File No.	No.	Filing Date	Herewith
	10	.31	Credit Agreement, dated as of November 19, 2010, among the registrant, Bank of America, N.A. and the other lenders party thereto.	8-K	000- 23993	10.1	11/22/2010
	10	.32	Lease Agreement dated February 1, 2000 between Conejo Valley Development Corporation and the registrant	10-K	000- 23993	10.17	03/19/2002
	10	.33	First Amendment dated July 1, 2009 to Lease Agreement dated February 1, 2000 between Conejo Valley Development Corporation and the registrant.	10-K	000- 23993	10.30	02/03/2010
	10	.34	Lease Agreement dated May 18, 2000 between M-D Downtown Sunnyvale, LLC and the registrant	10-K	000- 23993	10.21	03/31/2003
	10	.35	Amendment dated September 30, 2005 to Lease Agreement dated May 18, 2000 between M-D Downtown Sunnyvale, LLC and the registrant	10-K	000- 23993	10.43	02/04/2009
	10	.36	Second Amendment dated October 15, 2010 to Lease Agreement dated May 18, 2000 between M-D Downtown Sunnyvale, LLC and the registrant					X
	10	.37††	Lease Agreement dated December 17, 2004 between Irvine Commercial Property Company and the registrant	10-K	000- 23993	10.38	03/01/2005
	10	.38	First Amendment, Second Amendment, and Third Amendment dated June 7, 2005, April 9, 2007 and April 9, 2007, respectively, to Lease dated December 17, 2004 between Irvine Commercial Property Company LLC and the registrant	10-Q	000- 23993	10.2	10/24/2007
	10	.39	Fourth Amendment dated November 19, 2007 to Lease dated December 17, 2004 between Irvine Commercial Property Company LLC and the registrant	10-K	000- 23993	10.43	01/28/2008
	10	.40	Lease Agreement dated October 31, 2007 between Irvine Commercial Property Company LLC and the registrant	10-K	000- 23993	10.44	01/28/2008
	10	.41	First Amendment dated November 12, 2008 to Lease Agreement dated October 31, 2007 between Irvine Commercial Property Company LLC and the registrant	10-K	000- 23993	10.49	02/04/2009
	10	.42	Second Amendment, Third Amendment, and Fourth Amendment dated July 30, 2010, September 14, 2010 and November 15, 2010, respectively, to Lease Agreement dated October 31, 2007 between Irvine Commercial Property Company LLC and the registrant					X
	16	.1	Letter from Ernst & Young LLP to the Securities and Exchange Commission dated March 18, 2008	8-K	000- 23993	16.1	03/18/2008
	21	.1	Subsidiaries of the Company					X
	23	.1	Consent of KPMG LLP					X

				Where Located
Exhibit						Exhibit		Filed
Number			Description	Form	File No.	No.	Filing Date	Herewith
	31	.1	Certification of the Chief Executive Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					X
	31	.2	Certification of the Chief Financial Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					X
	32	.1	Certifications of the Chief Executive Officer and Chief Financial Officer, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					X

*	A contract, compensatory plan or arrangement in which directors or executive officers are eligible to participate.
††	Confidential treatment has previously been granted by the SEC for certain portions of the referenced exhibit pursuant to Rule 406 under the Securities Act.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Broadcom Corporation

By:  /s/  Scott A. McGregor

Scott A. McGregor

President and Chief Executive Officer

Date: February 2, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/  Scott A. McGregor Scott A. McGregor	President and Chief Executive Officer and Director (Principal Executive Officer)	February 2, 2011
/s/  Eric K. Brandt Eric K. Brandt	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	February 2, 2011
/s/  Robert L. Tirva Robert L. Tirva	Senior Vice President, Corporate Controller and Principal Accounting Officer	February 2, 2011
/s/  Joan L. Amble Joan L. Amble	Director	February 2, 2011
/s/  Nancy H. Handel Nancy H. Handel	Director	February 2, 2011
/s/  Eddy W. Hartenstein Eddy W. Hartenstein	Director	February 2, 2011
/s/  John E. Major John E. Major	Chairman of the Board	February 2, 2011
/s/  William T. Morrow William T. Morrow	Director	February 2, 2011
/s/  John A. Swainson John A. Swainson	Director	February 2, 2011
/s/  Robert E. Switz Robert E. Switz	Director	February 2, 2011

SCHEDULE II — CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS

BROADCOM CORPORATION

	Balance at		Charged (Credited)			Charged to					Balance at
	Beginning of		to Costs and			Other					End of
Description	Year		Expenses			Accounts(a)		Deductions			Year
	(In thousands)
Year ended December 31, 2010:
Deducted from asset accounts:
Allowance for doubtful accounts	$	6,787	$	1,859		$	785	$	(155	)	$	9,276
Sales returns		3,628		30,564			—		(20,638	)		13,554
Restructuring liabilities		1,328		424			—		(1,752	)		—
Total	$	11,743	$	32,847		$	785	$	(22,545	)	$	22,830
Year ended December 31, 2009:
Deducted from asset accounts:
Allowance for doubtful accounts	$	5,354	$	1,561		$	—	$	(128	)	$	6,787
Sales returns		4,273		22,773			—		(23,418	)		3,628
Restructuring liabilities		4,179		13,167			—		(16,018	)		1,328
Total	$	13,806	$	37,501		$	—	$	(39,564	)	$	11,743
Year ended December 31, 2008:
Deducted from asset accounts:
Allowance for doubtful accounts	$	5,472	$	143		$	—	$	(261	)	$	5,354
Sales returns		3,245		22,327			—		(21,299	)		4,273
Restructuring liabilities		7,457		(1,000	)		—		(2,278	)		4,179
Total	$	16,174	$	21,470		$	—	$	(23,838	)	$	13,806

(a) Amounts represent balances acquired through acquisitions.

S-1

Exhibit Index

				Where Located
Exhibit						Exhibit		Filed
Number			Description	Form	File No.	No.	Filing Date	Herewith
	3	.1	Second Amended and Restated Articles of Incorporation filed with the California Secretary of State on June 8, 2006	8-K	000- 23993	3.1	08/10/2006
	3	.4	Bylaws as amended through December 21, 2007	8-K	000- 23993	3.1	12/21/2007
	4	.1	Indenture, dated November 1, 2010, between the registrant and Wilmington Trust FSB	8-K	000- 23993	4.1	11/01/2010
	4	.2	Supplemental Indenture, dated November 1, 2010, between the registrant and Wilmington Trust FSB, including the forms of Broadcom’s 1.500% Senior Notes due 2013 and 2.375% Senior Notes due 2015.	8-K	000- 23993	4.2	11/01/2010
	4	.3	Registration Rights Agreement, dated as of November 1, 2010, among the registrant, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC.	8-K	000- 23993	4.3	11/01/2010
	10	.1*	Performance Bonus Plan (as amended and restated March 5, 2010)	8-K	000- 23993	99.1	03/09/2010
	10	.2*	Letter Agreement between the registrant and Scott A. McGregor dated October 25, 2004	10-K/A	000- 23993	10.4	01/23/2007
	10	.3*	Fourth Amendment dated August 9, 2010 to Letter Agreement between the registrant and Scott A. McGregor	10-Q	000- 23993	10.1	10/26/2010
	10	.4*	Letter Agreement between the registrant and Eric K. Brandt dated March 11, 2007	10-Q	000- 23993	10.1	05/01/2007
	10	.5*	Third Amendment dated August 9, 2010 to Letter Agreement between the registrant and Eric K. Brandt	10-Q	000- 23993	10.2	10/26/2010
	10	.6*	Form of Revised Letter Agreement for Change in Control Severance Benefit Program dated August 9, 2010 between the registrant and each of the following executive officers: Scott A. Bibaud, Neil Kim, Thomas F. Lagatta, Daniel A. Marotta, and Robert A. Rango	10-Q	000- 23993	10.5	10/26/2010
	10	.7*	Revised Letter Agreement for Change in Control Severance Benefit Program dated August 9, 2010 between the registrant and Robert L. Tirva	10-Q	000- 23993	10.6	10/26/2010
	10	.8*	Letter Agreement between the registrant and Arthur Chong dated October 27, 2008	10-K	000- 23993	10.11	02/04/2009
	10	.9*	Amendment dated August 9, 2010 to Letter Agreement between the registrant and Arthur Chong	10-Q	000- 23993	10.3	10/26/2010
	10	.10*	Letter Agreement between the registrant and Rajiv Ramaswami dated January 8, 2010	10-Q	000- 23993	10.1	04/27/2010
	10	.11*	Amendment dated August 9, 2010 to Letter Agreement between the registrant and Rajiv Ramaswami	10-Q	000- 23993	10.4	10/26/2010

				Where Located
Exhibit						Exhibit		Filed
Number			Description	Form	File No.	No.	Filing Date	Herewith
	10	.12*	Severance Benefit Plan for Vice Presidents and Above and Summary Plan Description effective June 1, 2010	8-K	000- 23993	10.1	05/07/2010
	10	.13*	Stock Option Amendment Agreement between the registrant and Thomas F. Lagatta dated December 29, 2006	10-K	000- 23993	10.10	02/20/2007
	10	.14*	1998 Stock Incentive Plan, as amended and restated November 11, 2010					X
	10	.15*	1998 Stock Incentive Plan form of Notice of Grant of Stock Option for executive officers	10-K	000- 23993	10.17	02/04/2009
	10	.16*	1998 Stock Incentive Plan form of Stock Option Agreement for executive officers	10-K	000- 23993	10.21	02/04/2009
	10	.17*	1998 Stock Incentive Plan form of Automatic Stock Option Agreement for Non-Employee Directors (under prior Director Automatic Grant Program)	10-Q	000- 23993	10.2	11/09/2004
	10	.18*	1998 Stock Incentive Plan form of Restricted Stock Unit Issuance Agreement for Scott A. McGregor					X
	10	.19*	1998 Stock Incentive Plan form of Restricted Stock Unit Issuance Agreement for executive officers other than Scott A. McGregor					X
	10	.20*	1998 Stock Incentive Plan form of Restricted Stock Unit Issuance Agreement for executive officers (for RSUs governed by the Special RSU Program)					X
	10	.21*	1998 Stock Incentive Plan form of Restricted Stock Unit Issuance Agreement for Non-Employee Directors (Annual Award)	10-K	000- 23993	10.29	02/04/2009
	10	.22*	1998 Stock Incentive Plan form of Restricted Stock Unit Issuance Agreement for Non-Employee Directors (Pro-rated Awards)	10-K	000- 23993	10.30	02/04/2009
	10	.23*	1998 Stock Incentive Plan form of Restricted Stock Unit Award Agreement for Non-Employee Directors (Initial Awards under prior Director Automatic Grant Program)	10-Q	000- 23993	10.3	05/04/2005
	10	.24	1999 Special Stock Option Plan (as amended and restated July 18, 2003)	10-Q	000- 23993	10.2	08/11/2003
	10	.25	1999 Special Stock Option Plan form of Notice of Grant of Stock Option	S-8	333- 93457	99.2	12/22/1999
	10	.26	1999 Special Stock Option Plan form of Stock Option Agreement	10-Q	000- 23993	10.2.1	08/11/2003
	10	.27*	Form of Indemnification Agreement for Directors, Elected Officers and certain employees or agents of the registrant	8-K	000- 23993	10.1	06/24/2008
	10	.28*	Restricted Stock Units Incentive Award Program	8-K	000- 23993	10.1	01/20/2011
	10	.29*	Restricted Stock Unit Incentive Award Program — Form of Award Letter	8-K	000- 23993	10.2	01/20/2011
	10	.30††	Settlement and Patent License and Non-Assert Agreement by and between Qualcomm Incorporated and the registrant	8-K/A	000- 23993	10.1	07/23/2009

				Where Located
Exhibit						Exhibit		Filed
Number			Description	Form	File No.	No.	Filing Date	Herewith
	10	.31	Credit Agreement, dated as of November 19, 2010, among the registrant, Bank of America, N.A. and the other lenders party thereto.	8-K	000- 23993	10.1	11/22/2010
	10	.32	Lease Agreement dated February 1, 2000 between Conejo Valley Development Corporation and the registrant	10-K	000- 23993	10.17	03/19/2002
	10	.33	First Amendment dated July 1, 2009 to Lease Agreement dated February 1, 2000 between Conejo Valley Development Corporation and the registrant.	10-K	000- 23993	10.30	02/03/2010
	10	.34	Lease Agreement dated May 18, 2000 between M-D Downtown Sunnyvale, LLC and the registrant	10-K	000- 23993	10.21	03/31/2003
	10	.35	Amendment dated September 30, 2005 to Lease Agreement dated May 18, 2000 between M-D Downtown Sunnyvale, LLC and the registrant	10-K	000- 23993	10.43	02/04/2009
	10	.36	Second Amendment dated October 15, 2010 to Lease Agreement dated May 18, 2000 between M-D Downtown Sunnyvale, LLC and the registrant					X
	10	.37††	Lease Agreement dated December 17, 2004 between Irvine Commercial Property Company and the registrant	10-K	000- 23993	10.38	03/01/2005
	10	.38	First Amendment, Second Amendment, and Third Amendment dated June 7, 2005, April 9, 2007 and April 9, 2007, respectively, to Lease dated December 17, 2004 between Irvine Commercial Property Company LLC and the registrant	10-Q	000- 23993	10.2	10/24/2007
	10	.39	Fourth Amendment dated November 19, 2007 to Lease dated December 17, 2004 between Irvine Commercial Property Company LLC and the registrant	10-K	000- 23993	10.43	01/28/2008
	10	.40	Lease Agreement dated October 31, 2007 between Irvine Commercial Property Company LLC and the registrant	10-K	000- 23993	10.44	01/28/2008
	10	.41	First Amendment dated November 12, 2008 to Lease Agreement dated October 31, 2007 between Irvine Commercial Property Company LLC and the registrant	10-K	000- 23993	10.49	02/04/2009
	10	.42	Second Amendment, Third Amendment, and Fourth Amendment dated July 30, 2010, September 14, 2010 and November 15, 2010, respectively, to Lease Agreement dated October 31, 2007 between Irvine Commercial Property Company LLC and the registrant					X
	16	.1	Letter from Ernst & Young LLP to the Securities and Exchange Commission dated March 18, 2008	8-K	000- 23993	16.1	03/18/2008
	21	.1	Subsidiaries of the Company					X
	23	.1	Consent of KPMG LLP					X

				Where Located
Exhibit						Exhibit		Filed
Number			Description	Form	File No.	No.	Filing Date	Herewith
	31	.1	Certification of the Chief Executive Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					X
	31	.2	Certification of the Chief Financial Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					X
	32	.1	Certifications of the Chief Executive Officer and Chief Financial Officer, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					X

*	A contract, compensatory plan or arrangement in which directors or executive officers are eligible to participate.
††	Confidential treatment has previously been granted by the SEC for certain portions of the referenced exhibit pursuant to Rule 406 under the Securities Act.

EX-10.14

Exhibit 10.14

BROADCOM CORPORATION

1998 STOCK INCENTIVE PLAN
(as Amended and Restated November 11, 2010)

ARTICLE ONE

GENERAL PROVISIONS

     I. PURPOSE OF THE PLAN

     This amended and restated 1998 Stock Incentive Plan is intended to promote the interests of Broadcom Corporation, a California corporation, by providing eligible persons in the Corporation’s service with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Corporation as an incentive for them to remain in such service.

     Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the attached Appendix.

     All share numbers in this restatement have been adjusted to reflect all splits and dividends of the Corporation’s Common Stock subsequent to April 16, 1998, including the three-for-two stock split that was effected on February 21, 2006 through the payment of a dividend of one additional share of Class A common stock for every two shares of Class A common stock outstanding, and one additional share of Class B common stock for every two shares of Class B common stock outstanding, as of the record date of February 6, 2006.

     II. STRUCTURE OF THE PLAN

     A. The Plan as hereby amended and restated is divided into three equity incentive programs:

• the Discretionary Grant Program, under which eligible persons may, at the discretion of the Plan Administrator, be granted options to purchase shares of Common Stock or stock appreciation rights tied to the value of such Common Stock,

• the Stock Issuance Program, under which eligible persons may be issued shares of Common Stock pursuant to restricted stock or restricted stock unit awards or other stock-based awards, made by and at the discretion of the Plan Administrator, that vest upon the completion of a designated service period and/or the attainment of pre-established performance milestones, or under which shares of Common Stock may be issued through direct purchase or as a bonus for services rendered the Corporation (or any Parent or Subsidiary), and

• the Director Automatic Grant Program, under which Eligible Directors shall automatically receive restricted stock units at designated intervals over their period of Board service.

     B. The provisions of Articles One and Five shall apply to all equity programs under the Plan and shall govern the interests of all persons under the Plan.

1

     III. ADMINISTRATION OF THE PLAN

     A. The Primary Committee shall have sole and exclusive authority to administer the Discretionary Grant and Stock Issuance Programs with respect to Section 16 Insiders. Administration of the Discretionary Grant and Stock Issuance Programs with respect to all other persons eligible to participate in those programs may, at the Board’s discretion, be vested in the Primary Committee or a Secondary Committee, or the Board may retain the power to administer those programs with respect to all such persons. However, any discretionary Awards to members of the Primary Committee must be authorized and approved by a disinterested majority of the Board.

     B. Members of the Primary Committee or any Secondary Committee shall serve for such period as the Board may determine and may be removed by the Board at any time. The Board may also at any time terminate the functions of any Secondary Committee and reassume all powers and authority previously delegated to such committee.

     C. Each Plan Administrator shall, within the scope of its administrative functions under the Plan, have full power and authority (subject to the provisions of the Plan) to establish such rules and regulations as it may deem appropriate for proper administration of the Discretionary Grant and Stock Issuance Programs and to make such determinations under, and issue such interpretations of, the provisions of those programs and any outstanding Awards thereunder as it may deem necessary or advisable. Decisions of the Plan Administrator within the scope of its administrative functions under the Plan shall be final and binding on all parties who have an interest in the Discretionary Grant and Stock Issuance Programs under its jurisdiction or any Award thereunder.

     D. Service on the Primary Committee or the Secondary Committee shall constitute service as a Board member, and members of each such committee shall accordingly be entitled to full indemnification and reimbursement as Board members for their service on such committee. No member of the Primary Committee or the Secondary Committee shall be liable for any act or omission made in good faith with respect to the Plan or any Award under the Plan.

     E. Administration of the Director Automatic Grant Program shall be self-executing in accordance with the terms of that program, and no Plan Administrator shall exercise any discretionary functions with respect to any Award under that program.

     IV. ELIGIBILITY

     A. The persons eligible to participate in the Discretionary Grant and Stock Issuance Programs are as follows:

     (i) Employees,

     (ii) non-employee members of the Board or the board of directors of any Parent or Subsidiary, and

     (iii) consultants and other independent advisors who provide services to the Corporation (or any Parent or Subsidiary).

     B. Each Plan Administrator shall, within the scope of its administrative jurisdiction under the Plan, have full authority to determine (i) with respect to Awards made under the Discretionary Grant Program, which eligible persons are to receive such Awards, the time or times when those Awards are to be made, the number of shares to be covered by each such Award, the status of any awarded option as either an Incentive Option or a Non-Statutory Option, the exercise price per share in effect for each Award (subject

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to the limitations set forth in Article Two), the time or times when each Award is to vest and become exercisable and the maximum term for which the Award is to remain outstanding, and (ii) with respect to Awards under the Stock Issuance Program, which eligible persons are to receive such Awards, the time or times when the Awards are to be made, the number of shares subject to each such Award, the vesting schedule (if any) applicable to the shares subject to such Award, and the cash consideration (if any) payable for such shares.

     C. The Plan Administrator shall have the absolute discretion to grant options or stock appreciation rights in accordance with the Discretionary Grant Program and to effect stock issuances or other stock-based awards in accordance with the Stock Issuance Program.

     D. Eligible Directors for purposes of the Director Automatic Grant Program shall be limited to members of the Board who are not, at the time of such determination, employees of the Corporation (or any Parent or Subsidiary). However, a Board member who has previously been in the employ of the Corporation (or any Parent or Subsidiary) shall not be eligible to receive an Award under the Director Automatic Grant Program at the time he or she first becomes a non-employee Board member, but shall be eligible to receive periodic Awards under the Director Automatic Grant Program while he or she continues to serve as an Eligible Director.

     V. STOCK SUBJECT TO THE PLAN

     A. The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Corporation on the open market. Subject to the automatic share increase provisions of Section V.B. of this Article One and any additional shares authorized by the vote of the Board and approved by the shareholders, as of November 11, 2010 the number of shares of Common Stock reserved for issuance over the term of the Plan shall not exceed 487,144,294 shares.¹ To the extent any unvested shares of Common Stock outstanding under the Predecessor Plans as of the Original Effective Date are subsequently repurchased by the Corporation, at the option exercise price paid per share, in connection with the holder’s termination of Service prior to vesting in those shares, the repurchased shares shall be added to the reserve of Common Stock available for issuance under the Plan, but in no event shall such addition exceed 27,000,000 shares.

     B. The number of shares of Common Stock available for issuance under the Plan shall automatically increase on the first trading day of January each calendar year during the term of the Plan by an amount equal to four and one-half percent (4.5%) of the total number of shares of Class A and Class B Common Stock outstanding on the last trading day in December of the immediately preceding calendar year, but in no event shall any such annual increase exceed 45,000,000 shares.

     C. No one person participating in the Plan may be granted Awards for more than 9,000,000 shares of Common Stock in the aggregate per calendar year.

     D. Shares of Common Stock subject to outstanding Awards under the Plan (including options incorporated into this Plan from the Predecessor Plans) shall be available for subsequent issuance under the Plan to the extent (i) those Awards expire or terminate for any reason prior to the issuance of the shares of Common Stock subject to those Awards or (ii) the Awards are cancelled in accordance with the cancellation-regrant provisions of Article Two. Unvested shares issued under the Plan and subsequently cancelled or repurchased by the Corporation at the original exercise or issue price paid per share pursuant

¹ The Common Stock issuable under the Plan shall be Class A Common Stock, except to the extent such stock is to be issued upon the exercise of outstanding options incorporated from the Predecessor Plans. For those options, the issuable stock shall be Class B Common Stock.

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to the Corporation’s repurchase rights under the Plan shall be added back to the number of shares of Common Stock reserved for issuance under the Plan and shall accordingly be available for subsequent reissuance under the Plan. All shares that become available for reissuance under the Plan, including the shares of Class B Common Stock subject to the outstanding options incorporated into this Plan from the Predecessor Plans that expire or terminate unexercised and any unvested shares of Class B Common Stock repurchased by the Corporation pursuant to its repurchase rights, shall be issuable solely as Class A Common Stock. In addition, should the exercise price of an option under the Plan be paid with shares of Common Stock, the authorized reserve of Common Stock under the Plan shall be reduced only by the net number of shares issued under the exercised stock option. Should shares of Common Stock otherwise issuable under the Plan be withheld by the Corporation in satisfaction of the withholding taxes incurred in connection with the issuance, exercise or vesting of an Award under the Plan, the number of shares of Common Stock available for issuance under the Plan shall be reduced only by the net number of shares issued with respect to that Award.

     E. If any change is made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares, spin-off transaction or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration or should the value of outstanding shares of Common Stock be substantially reduced as a result of a spin-off transaction or an extraordinary dividend or distribution, appropriate adjustments shall be made by the Plan Administrator to (i) the maximum number and/or class of securities issuable under the Plan, (ii) the maximum number and/or class of securities for which any one person may be granted Awards under the Plan per calendar year, (iii) the number and/or class of securities for which restricted stock unit awards are subsequently to be made under the Director Automatic Grant Program to new and continuing Eligible Directors, (iv) the number and/or class of securities and the exercise or base price per share (or any other cash consideration payable per share) in effect under each outstanding Award under the Discretionary Grant Program and the Director Automatic Grant Program, (v) the number and/or class of securities and exercise price per share in effect under each outstanding option incorporated into this Plan from the Predecessor Plans, (vi) the number and/or class of securities subject to each outstanding Award under the Stock Issuance Program and the cash consideration (if any) payable per share thereunder, (vii) the maximum number and/or class of securities by which the share reserve may increase automatically each calendar year pursuant to the provisions of Section V.B of this Article One and (viii) the maximum number and/or class of securities that may be added to the Plan through the repurchase of unvested shares issued under the Predecessor Plans. Similar adjustments shall be made to the number of shares of Class B Common Stock issuable under the Plan and the number of shares subject to outstanding stock options for Class B shares and exercise price per share in effect under those options in the event of any similar changes to the outstanding shares of Class B Common Stock. To the extent such adjustments are to be made to outstanding Awards, those adjustments shall be effected in a manner that shall preclude the enlargement or dilution of rights and benefits under those Awards. The adjustments determined by the Plan Administrator shall be final, binding and conclusive.

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ARTICLE TWO

DISCRETIONARY GRANT PROGRAM

     I. OPTION TERMS

     Each option shall be evidenced by one or more documents in the form approved by the Plan Administrator; provided, however, that each such document shall comply with the terms specified below. Each document evidencing an Incentive Option shall, in addition, be subject to the provisions of the Plan applicable to such options.

     A. Exercise Price.

     1. The exercise price per share shall be fixed by the Plan Administrator but shall not be less than one hundred percent (100%) of the Fair Market Value per share of Common Stock on the option grant date.

     2. The exercise price shall become immediately due upon exercise of the option and shall be payable in one or more of the forms specified below:

     (i) cash or check made payable to the Corporation,

     (ii) shares of Common Stock valued at Fair Market Value on the Exercise Date and held for the period (if any) necessary to avoid any additional charges to the Corporation’s earnings for financial reporting purposes, or

     (iii) to the extent the option is exercised for vested shares, through a special sale and remittance procedure pursuant to which the Optionee shall concurrently provide irrevocable instructions to (a) a brokerage firm (designated by the Corporation)¹ to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (b) the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm to complete the sale, or

     (iv) if Optionee ceases Service for any reason other than death, Permanent Disability or Misconduct, and the entire exercise period applicable to the option remaining after such cessation of Service falls within a market blackout period which the Corporation may impose from time to time the Plan Administrator may, in its discretion, permit the Corporation (either at the time the option is granted or at any time thereafter) to (a) automatically exercise such portion of the option which has not been exercised previously on the last business day of the exercise period and (b) automatically withhold on such day a number of shares of Common Stock subject to the option having a Fair Market Value (measured as of the exercise date) equal to (i) the aggregate exercise price of the shares of Common Stock with respect to which the option is being exercised and (ii) the amount necessary to satisfy any applicable withholding taxes; provided, that such automatic exercise shall only occur if the Fair Market Value per share on the last business day of the exercise period of the option is equal to or greater than 101% of the exercise price per share of the option and, provided, further, that the Plan Administrator shall have the discretionary authority to revoke or

¹ With respect to Section 16 Insiders, the brokerage firm need only be reasonably satisfactory to the Corporation for purposes of administering such procedure.

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amend this Section I.A.2.iv. of this Article Two (and any related provisions in an applicable option agreement) at any time without the consent of Optionee.

     Except to the extent the procedure set forth in either Section I.A.2.iii. or Section I.A.2.iv. of this Article Two is utilized, payment of the exercise price for the purchased shares must be made on the Exercise Date.

     B. Exercise and Term of Options. Each option shall be exercisable at such time or times, during such period and for such number of shares as shall be determined by the Plan Administrator and set forth in the documents evidencing the option. However, no option shall have a term in excess of ten (10) years measured from the option grant date. An option shall not be exercisable for any fractional shares.

     C. Effect of Termination of Service.

1. The following provisions shall govern the exercise of any options held by the Optionee at the time of cessation of Service or death:

     (i) Any option outstanding at the time of the Optionee’s cessation of Service for any reason shall remain exercisable for such period of time thereafter as shall be determined by the Plan Administrator and set forth in the documents evidencing the option or as otherwise specifically authorized by the Plan Administrator in its sole discretion pursuant to an express written agreement with Optionee, but no such option shall be exercisable after the expiration of the option term.

     (ii) Any option held by the Optionee at the time of death and exercisable in whole or in part at that time may be subsequently exercised by the personal representative of the Optionee’s estate or by the person or persons to whom the option is transferred pursuant to the Optionee’s will or the laws of inheritance or by the Optionee’s designated beneficiary or beneficiaries of that option.

     (iii) Should the Optionee’s Service be terminated for Misconduct or should the Optionee otherwise engage in Misconduct while holding one or more outstanding options under this Article Two, all those options shall terminate immediately and cease to be outstanding.

     (iv) During the applicable post-Service exercise period, the option may not be exercised in the aggregate for more than the number of vested shares for which that option is at the time exercisable. No additional shares shall vest under the option following the Optionee’s cessation of Service, except to the extent (if any) specifically authorized by the Plan Administrator in its sole discretion pursuant to an express written agreement with Optionee. Upon the expiration of the applicable exercise period or (if earlier) upon the expiration of the option term, the option shall terminate and cease to be outstanding for any shares for which the option has not been exercised.

     2. The Plan Administrator shall have complete discretion, exercisable either at the time an option is granted or at any time while the option remains outstanding, to:

     (i) extend the period of time for which the option is to remain exercisable following the Optionee’s cessation of Service from the limited exercise period otherwise in effect for that option to such greater period of time as the Plan Administrator shall deem appropriate, but in no event beyond the expiration of the option term, and/or

     (ii) permit the option to be exercised, during the applicable post-Service exercise period, not only with respect to the number of vested shares of Common Stock for which such option is exercisable at

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the time of the Optionee’s cessation of Service but also with respect to one or more additional installments in which the Optionee would have vested had the Optionee continued in Service.

     D. Shareholder Rights. The holder of an option shall have no shareholder rights with respect to the shares subject to the option until such person shall have exercised the option, paid the exercise price for and become a holder of record of the purchased shares.

     E. Repurchase Rights. The Plan Administrator shall have the discretion to grant options that are exercisable for unvested shares of Common Stock. Should the Optionee cease Service while holding such unvested shares, the Corporation shall have the right to repurchase, at the exercise price paid per share, any or all of those unvested shares. The terms upon which such repurchase right shall be exercisable (including the period and procedure for exercise and the appropriate vesting schedule for the purchased shares) shall be established by the Plan Administrator and set forth in the document evidencing such repurchase right.

     F. Transferability of Options. The transferability of options granted under the Plan shall be governed by the following provisions:

     (i) Incentive Options. During the lifetime of the Optionee, Incentive Options shall be exercisable only by the Optionee and shall not be assignable or transferable other than by will or the laws of inheritance following the Optionee’s death.

     (ii) Non-Statutory Options. Non-Statutory Options shall be subject to the same limitation on transfer as Incentive Options, except that the Plan Administrator may structure one or more Non-Statutory Options so that the option may be assigned in whole or in part during the Optionee’s lifetime by gift or pursuant to a domestic relations order to one or more Family Members of the Optionee or to a trust established exclusively for the Optionee and/or one or more such Family Members. The assigned portion may only be exercised by the person or persons who acquire a proprietary interest in the option pursuant to the assignment. The terms applicable to the assigned portion shall be the same as those in effect for the option immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the Plan Administrator may deem appropriate.

     (iii) Beneficiary Designations. Notwithstanding the foregoing, the Optionee may designate one or more persons as the beneficiary or beneficiaries of his or her outstanding options under this Article Two (whether Incentive Options or Non-Statutory Options), and those options shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon the Optionee’s death while holding those options. Such beneficiary or beneficiaries shall take the transferred options subject to all the terms and conditions of the applicable agreement evidencing each such transferred option, including (without limitation) the limited time period during which the option may be exercised following the Optionee’s death.

     II. INCENTIVE OPTIONS

     The terms specified below, together with any additions, deletions or changes thereto imposed from time to time pursuant to the provisions of the Code governing Incentive Options, shall be applicable to all Incentive Options. Except as modified by the provisions of this Section II, all the provisions of Articles One, Two and Five shall be applicable to Incentive Options. Options that are specifically designated as Non-Statutory Options when issued under the Plan shall not be subject to the terms of this Section II.

     A. Eligibility. Incentive Options may only be granted to Employees.

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     B. Exercise Price. The exercise price per share shall not be less than one hundred percent (100%) of the Fair Market Value per share of Common Stock on the option grant date.

     C. Dollar Limitation. The aggregate Fair Market Value of the shares of Common Stock (determined as of the respective date or dates of grant) for which one or more options granted to any Employee under the Plan (or any other option plan of the Corporation or any Parent or Subsidiary) may for the first time become exercisable as Incentive Options during any one calendar year shall not exceed the sum of One Hundred Thousand Dollars ($100,000). To the extent the Employee holds two (2) or more such options that become exercisable for the first time in the same calendar year, then for purposes of the foregoing limitation on the exercisability of those options as Incentive Options, such options shall be deemed to become first exercisable in that calendar year on the basis of the chronological order in which they were granted, except to the extent otherwise provided under applicable law or regulation.

     D. 10% Shareholder. If any Employee to whom an Incentive Option is granted is a 10% Shareholder, then the exercise price per share shall not be less than one hundred ten percent (110%) of the Fair Market Value per share of Common Stock on the option grant date, and the option term shall not exceed five (5) years measured from the option grant date.

     III. STOCK APPRECIATION RIGHTS

     A. Authority. The Plan Administrator shall have full power and authority, exercisable in its sole discretion, to grant stock appreciation rights in accordance with this Section III to selected Optionees or other individuals eligible to receive option grants under the Discretionary Grant Program.

     B. Types. Two types of stock appreciation rights shall be authorized for issuance under this Section III: (i) tandem stock appreciation rights (“Tandem Rights”), and (ii) standalone stock appreciation rights (“Standalone Rights”).

     C. Tandem Rights. The following terms and conditions shall govern the grant and exercise of Tandem Rights.

     1. One or more Optionees may be granted a Tandem Right, exercisable upon such terms and conditions as the Plan Administrator may establish, to elect between the exercise of the underlying stock option for shares of Common Stock or the surrender of that option in exchange for a distribution from the Corporation in an amount equal to the excess of (i) the Fair Market Value (on the option surrender date) of the number of shares in which the Optionee is at the time vested under the surrendered option (or surrendered portion thereof) over (ii) the aggregate exercise price payable for such vested shares.

     2. No such option surrender shall be effective unless it is approved by the Plan Administrator, either at the time of the actual option surrender or at any earlier time. If the surrender is so approved, then the distribution to which the Optionee shall accordingly become entitled under this Section III may be made in shares of Common Stock valued at Fair Market Value on the option surrender date, in cash, or partly in shares and partly in cash, as the Plan Administrator shall in its sole discretion deem appropriate.

     3. If the surrender of an option is not approved by the Plan Administrator, then the Optionee shall retain whatever rights the Optionee had under the surrendered option (or surrendered portion thereof) on the option surrender date and may exercise such rights at any time prior to the later of (i) five (5) business days after the receipt of the rejection notice or (ii) the last day on which the option is

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otherwise exercisable in accordance with the terms of the instrument evidencing such option, but in no event may such rights be exercised more than ten (10) years after the date of the option grant.

     D. Standalone Rights. The following terms and conditions shall govern the grant and exercise of Standalone Rights under this Article Two:

     1. One or more individuals eligible to participate in the Discretionary Grant Program may be granted a Standalone Right not tied to any underlying option under this Discretionary Grant Program. The Standalone Right shall relate to a specified number of shares of Common Stock and shall be exercisable upon such terms and conditions as the Plan Administrator may establish. In no event, however, may the Standalone Right have a maximum term in excess of ten (10) years measured from the grant date. Upon exercise of the Standalone Right, the holder shall be entitled to receive a distribution from the Corporation in an amount equal to the excess of (i) the aggregate Fair Market Value (on the exercise date) of the shares of Common Stock underlying the exercised right over (ii) the aggregate base price in effect for those shares.

     2. The number of shares of Common Stock underlying each Standalone Right and the base price in effect for those shares shall be determined by the Plan Administrator in its sole discretion at the time the Standalone Right is granted. In no event, however, may the base price per share be less than the Fair Market Value per underlying share of Common Stock on the grant date.

     3. Standalone Rights shall be subject to the same transferability restrictions applicable to Non-Statutory Options and may not be transferred during the holder’s lifetime, except by gift or pursuant to a domestic relations order covering the Standalone Right as marital property to one or more Family Members of the holder or to a trust established exclusively for the holder and/or such Family Members. In addition, one or more beneficiaries may be designated for an outstanding Standalone Right in accordance with substantially the same terms and provisions as set forth in Section I.F of this Article Two.

     4. The distribution with respect to an exercised Standalone Right may be made in shares of Common Stock valued at Fair Market Value on the exercise date, in cash, or partly in shares and partly in cash, as the Plan Administrator shall in its sole discretion deem appropriate.

     5. The holder of a Standalone Right shall have no shareholder rights with respect to the shares subject to the Standalone Right unless and until such person shall have exercised the Standalone Right and become a holder of record of shares of Common Stock issued upon the exercise of such Standalone Right.

     E. Post-Service Exercise. The provisions governing the exercise of Tandem and Standalone Appreciation Rights following the cessation of the recipient’s Service or the recipient’s death shall be substantially the same as those set forth in Section I.C of this Article Two for the options granted under the Discretionary Grant Program.

     F. Net Counting. Upon the exercise of any Tandem or Standalone Right under this Section III, the share reserve under Section V of Article One shall only be reduced by the net number of shares actually issued by the Corporation upon such exercise, and not by the gross number of shares as to which such Tandem or Standalone Right is exercised.

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     IV. CHANGE IN CONTROL/HOSTILE TAKE-OVER

     A. No Award outstanding under the Discretionary Grant Program at the time of a Change in Control shall vest and become exercisable on an accelerated basis if and to the extent that: (i) such Award is, in connection with the Change in Control, assumed by the successor corporation (or parent thereof) or otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction, (ii) such Award is replaced with a cash retention program of the successor corporation that preserves the spread existing at the time of the Change in Control on the shares of Common Stock as to which the Award is not otherwise at that time vested and exercisable and provides for the subsequent vesting and payout of that spread in accordance with the same exercise/vesting schedule applicable to those shares, or (iii) the acceleration of such Award is subject to other limitations imposed by the Plan Administrator. However, if none of the foregoing conditions are satisfied, each Award outstanding under the Discretionary Grant Program at the time of the Change in Control but not otherwise vested and exercisable as to all the shares at the time subject to that Award shall automatically accelerate so that each such Award shall, immediately prior to the effective date of the Change in Control, vest and become exercisable as to all the shares of Common Stock at the time subject to that Award and may be exercised as to any or all of those shares as fully vested shares of Common Stock.

     B. All outstanding repurchase rights under the Discretionary Grant Program shall also terminate automatically, and the shares of Common Stock subject to those terminated rights shall immediately vest in full, in the event of any Change in Control, except to the extent: (i) those repurchase rights are assigned to the successor corporation (or parent thereof) or otherwise continue in full force and effect pursuant to the terms of the Change in Control transaction or (ii) such accelerated vesting is precluded by other limitations imposed by the Plan Administrator.

     C. Immediately following the consummation of the Change in Control, all outstanding Awards under the Discretionary Grant Program shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in Control transaction.

     D. Each option that is assumed in connection with a Change in Control or otherwise continued in effect shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities that would have been issuable to the Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control. In the event outstanding Standalone Rights are to be assumed in connection with a Change in Control transaction or otherwise continued in effect, the shares of Common Stock underlying each such Standalone Right shall be adjusted immediately after such Change in Control to apply to the number and class of securities into which those shares of Common Stock would have been converted in consummation of such Change in Control had those shares actually been outstanding at that time. Appropriate adjustments to reflect such Change in Control shall also be made to (i) the exercise price payable per share under each outstanding option, provided the aggregate exercise price payable for such securities shall remain the same, (ii) the base price per share in effect under each outstanding Standalone Right, provided the aggregate base price shall remain the same, (iii) the maximum number and/or class of securities available for issuance over the remaining term of the Plan, (iv) the maximum number and/or class of securities for which any one person may be granted Awards under the Plan per calendar year, (v) the maximum number and/or class of securities by which the share reserve is to increase automatically each calendar year pursuant to the automatic share increase provisions of the Plan, (vi) the number and/or class of securities for which restricted stock unit awards are subsequently to be made under the Director Automatic Grant Program to new and continuing Eligible Directors (vii) the number and/or class of securities subject to each outstanding Award under the Stock Issuance Program and the cash consideration (if any) payable per share thereunder, and (viii) the maximum number and class of securities that may be added to the Plan

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through the repurchase of unvested shares issued under the Predecessor Plans. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption or continuation of the outstanding Awards under the Discretionary Grant Program, substitute, for the securities underlying those assumed Awards, one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control transaction.

     E. The Plan Administrator shall have the discretionary authority to structure one or more outstanding Awards under the Discretionary Grant Program so that those Awards shall, immediately prior to the effective date of a Change in Control or a Hostile Take-Over, vest and become exercisable as to all the shares at the time subject to those Awards and may be exercised as to any or all of those shares as fully vested shares of Common Stock, whether or not those Awards are to be assumed or otherwise continued in full force and effect pursuant to the express terms of such transaction. In addition, the Plan Administrator shall have the discretionary authority to structure one or more of the Corporation’s repurchase rights under the Discretionary Grant Program so that those rights shall immediately terminate at the time of such Change in Control or consummation of such Hostile Take-Over and shall not be assignable to successor corporation (or parent thereof), and the shares subject to those terminated rights shall accordingly vest in full at the time of such Change in Control or consummation of such Hostile Take-Over.

     F. The Plan Administrator shall have full power and authority to structure one or more outstanding Awards under the Discretionary Grant Program so that those Awards shall immediately vest and become exercisable as to all of the shares at the time subject to those Awards in the event the Optionee’s Service is subsequently terminated by reason of an Involuntary Termination within a designated period (not to exceed eighteen (18) months) following the effective date of any Change in Control or a Hostile Take-Over in which those Awards do not otherwise vest on an accelerated basis. Any Awards so accelerated shall remain exercisable as to fully vested shares until the expiration or sooner termination of their term. In addition, the Plan Administrator may structure one or more of the Corporation’s repurchase rights under the Discretionary Grant Program so that those rights shall immediately terminate with respect to any shares held by the Optionee at the time of his or her Involuntary Termination, and the shares subject to those terminated repurchase rights shall accordingly vest in full at that time.

     G. The portion of any Incentive Option accelerated in connection with a Change in Control shall remain exercisable as an Incentive Option only to the extent the applicable One Hundred Thousand Dollar ($100,000) limitation is not exceeded. To the extent such dollar limitation is exceeded, the accelerated portion of such option shall be exercisable as a Non-Statutory Option under the Federal tax laws.

     H. Awards outstanding under the Discretionary Grant Program shall in no way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

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ARTICLE THREE

STOCK ISSUANCE PROGRAM

     I. STOCK ISSUANCE TERMS

     A. Issuances. Shares of Common Stock may be issued under the Stock Issuance Program through direct and immediate issuances without any intervening option grants. Each such stock issuance shall be evidenced by a Stock Issuance Agreement that complies with the terms specified below. Shares of Common Stock may also be issued under the Stock Issuance Program pursuant to share right awards or restricted stock units, awarded by and at the discretion of the Plan Administrator, that entitle the recipients to receive the shares underlying those awards or units upon the attainment of designated performance goals and/or the satisfaction of specified Service requirements or upon the expiration of a designated time period following the vesting of those awards or units.

     B. Issue Price.

     1. The price per share at which shares of Common Stock may be issued under the Stock Issuance Program shall be fixed by the Plan Administrator, but shall not be less than one hundred percent (100%) of the Fair Market Value per share of Common Stock on the issuance date.

     2. Shares of Common Stock may be issued under the Stock Issuance Program for any of the following items of consideration that the Plan Administrator may deem appropriate in each individual instance:

     (i) cash or check made payable to the Corporation;

     (ii) past services rendered to the Corporation (or any Parent or Subsidiary); or

     (iii) any other valid form of consideration permissible under the California Corporations Code at the time such shares are issued.

     C. Vesting Provisions.

     1. Shares of Common Stock issued under the Stock Issuance Program may, in the discretion of the Plan Administrator, be fully and immediately vested upon issuance or may vest in one or more installments over the Participant’s period of Service and/or upon attainment of specified performance objectives. The elements of the vesting schedule applicable to any unvested shares of Common Stock issued under the Stock Issuance Program shall be determined by the Plan Administrator and incorporated into the Stock Issuance Agreement. Shares of Common Stock may also be issued under the Stock Issuance Program pursuant to share right awards or restricted stock units that entitle the recipients to receive the shares underlying those awards and/or units upon the attainment of designated performance goals or the satisfaction of specified Service requirements or upon the expiration of a designated time period following the vesting of those awards or units, including (without limitation) a deferred distribution date following the termination of the Participant’s Service.

     2. The Plan Administrator shall also have the discretionary authority, consistent with Code Section 162(m), to structure one or more Awards under the Stock Issuance Program so that the shares of Common Stock subject to those Awards shall vest (or vest and become issuable) upon the achievement of certain pre-established corporate performance goals based on one or more of the following criteria: (i) return on total shareholder equity; (ii) net income per share of Common Stock; (iii) net income or operating income; (iv) earnings before interest, taxes, depreciation, amortization and stock-based

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compensation costs, or operating income before depreciation and amortization; (v) sales or revenue targets; (vi) return on assets, capital or investment; (vii) cash flow; (viii) market share; (ix) cost reduction goals; (x) budget comparisons; (xi) implementation or completion of projects or processes strategic or critical to the Corporation’s business operations; (xii) measures of customer satisfaction; (xiii) any combination of, or a specified increase in, any of the foregoing; and (xiv) the formation of joint ventures, research and development collaborations, marketing or customer service collaborations, or the completion of other corporate transactions intended to enhance the Corporation’s revenue or profitability or expand its customer base; provided, however, that for purposes of items (ii), (iii), (iv) and (vii) above, the Plan Administrator may, at the time the Awards are made, specify certain adjustments to such items as reported in accordance with generally accepted accounting principles in the U.S. (“GAAP”), which will exclude from the calculation of those performance goals one or more of the following: certain charges related to acquisitions, stock-based compensation, employer payroll tax expense on certain stock option exercises, settlement costs, restructuring costs, gains or losses on strategic investments, non-operating gains or losses, certain other non-cash charges, valuation allowance on deferred tax assets, and the related income tax effects, purchases of property and equipment, and any extraordinary non- recurring items as described in Accounting Principles Board Opinion No. 30, provided that such adjustments are in conformity with those reported by the Corporation on a non-GAAP basis. In addition, such performance goals may be based upon the attainment of specified levels of the Corporation’s performance under one or more of the measures described above relative to the performance of other entities and may also be based on the performance of any of the Corporation’s business groups or divisions thereof or any Parent or Subsidiary. Performance goals may include a minimum threshold level of performance below which no award will be earned, levels of performance at which specified portions of an award will be earned, and a maximum level of performance at which an award will be fully earned. The Plan Administrator may provide that, if the actual level of attainment for any performance objective is between two specified levels, the amount of the award attributable to that performance objective shall be interpolated on a straight-line basis.

     3. Any new, substituted or additional securities or other property (including money paid other than as a regular cash dividend) that the Participant may have the right to receive with respect to the Participant’s unvested shares of Common Stock by reason of any stock dividend, stock split, recapitalization, combination of shares, exchange of shares, spin-off transaction or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration or a substantial reduction in the value of outstanding shares of Common Stock as a result of a spin-off transaction or an extraordinary dividend or distribution, shall be issued subject to (i) the same vesting requirements applicable to the Participant’s unvested shares of Common Stock and (ii) such escrow arrangements as the Plan Administrator shall deem appropriate.

     4. The Participant shall have full shareholder rights with respect to any shares of Common Stock issued to the Participant under the Stock Issuance Program, whether or not the Participant’s interest in those shares is vested. Accordingly, the Participant shall have the right to vote such shares and to receive any regular cash dividends paid on such shares. The Participant shall not have any shareholder rights with respect to the shares of Common Stock subject to a restricted stock unit or share right award until that award vests and the shares of Common Stock are actually issued thereunder. However, dividend-equivalent units may be paid or credited, either in cash or in actual or phantom shares of Common Stock, on outstanding restricted stock unit or share right awards, subject to such terms and conditions as the Plan Administrator may deem appropriate.

     5. Should the Participant cease to remain in Service while holding one or more unvested shares of Common Stock issued under the Stock Issuance Program or should the performance objectives not be attained with respect to one or more such unvested shares of Common Stock, then those shares shall be immediately surrendered to the Corporation for cancellation, and the Participant shall have no further

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shareholder rights with respect to those shares. To the extent the surrendered shares were previously issued to the Participant for consideration paid in cash, cash equivalent or otherwise, the Corporation shall repay to the Participant the same amount and form of consideration as the Participant paid for the surrendered shares.

     6. The Plan Administrator may in its discretion waive the surrender and cancellation of one or more unvested shares of Common Stock that would otherwise occur upon the cessation of the Participant’s Service or the non-attainment of the performance objectives applicable to those shares. Any such waiver shall result in the immediate vesting of the Participant’s interest in the shares of Common Stock as to which the waiver applies. Such waiver may be effected at any time, whether before or after the Participant’s cessation of Service or the attainment or non-attainment of the applicable performance objectives. However, no vesting requirements tied to the attainment of performance objectives may be waived with respect to shares that were intended at the time of issuance to qualify as performance-based compensation under Code Section 162(m), except in the event of the Participant’s Involuntary Termination or as otherwise provided in Section II.E of this Article Three.

     7. Outstanding share right awards or restricted stock units under the Stock Issuance Program shall automatically terminate, and no shares of Common Stock shall actually be issued in satisfaction of those awards or units, if the performance goals or Service requirements established for such awards or units are not attained or satisfied. The Plan Administrator, however, shall have the discretionary authority to issue vested shares of Common Stock under one or more outstanding share right awards or restricted stock units as to which the designated performance goals or Service requirements have not been attained or satisfied. However, no vesting requirements tied to the attainment of performance goals may be waived with respect to awards or units which were at the time of grant intended to qualify as performance-based compensation under Code Section 162(m), except in the event of the Participant’s Involuntary Termination or as otherwise provided in Section II.E of this Article Three.

     II. CHANGE IN CONTROL/HOSTILE TAKE-OVER

     A. All of the Corporation’s outstanding repurchase rights under the Stock Issuance Program shall terminate automatically, and all the shares of Common Stock subject to those terminated rights shall immediately vest in full, in the event of any Change in Control, except to the extent (i) those repurchase rights are to be assigned to the successor corporation (or parent thereof) or otherwise continued in full force and effect pursuant to the express terms of the Change in Control transaction or (ii) such accelerated vesting is precluded by other limitations imposed in the Stock Issuance Agreement.

     B. Each outstanding Award under the Stock Issuance Program that is assumed in connection with a Change in Control or otherwise continued in effect shall be adjusted immediately after the consummation of that Change in Control to apply to the number and class of securities into which the shares of Common Stock subject to the Award immediately prior to the Change in Control would have been converted in consummation of such Change in Control had those shares actually been outstanding at that time, and appropriate adjustments shall also be made to the cash consideration (if any) payable per share thereunder, provided the aggregate amount of such consideration shall remain the same. If any such Award is not so assumed or otherwise continued in effect or replaced with a cash retention program that preserves the Fair Market Value of the shares underlying the Award at the time of the Change in Control and provides for the subsequent vesting and payout of that value in accordance with the vesting schedule in effect for the Award at the time of such Change in Control, such Award shall vest, and the shares of Common Stock subject to that Award shall be issued as fully-vested shares, immediately prior to the consummation of the Change in Control.

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     C. The Plan Administrator shall have the discretionary authority to structure one or more unvested Awards under the Stock Issuance Program so that the shares of Common Stock subject to those Awards shall automatically vest (or vest and become issuable) in whole or in part immediately upon the occurrence of a Change in Control or upon the subsequent termination of the Participant’s Service by reason of an Involuntary Termination within a designated period (not to exceed eighteen (18) months) following the effective date of that Change in Control transaction.

     D. The Plan Administrator shall also have the discretionary authority to structure one or more unvested Awards under the Stock Issuance Program so that the shares of Common Stock subject to those Awards shall automatically vest (or vest and become issuable) in whole or in part immediately upon the occurrence of a Hostile Take-Over or upon the subsequent termination of the Participant’s Service by reason of an Involuntary Termination within a designated period (not to exceed eighteen (18) months) following the effective date of that Hostile Take-Over.

     E. The Plan Administrator’s authority under Paragraphs C and D of this Section II shall also extend to any Award intended to qualify as performance-based compensation under Code Section 162(m), even though the automatic vesting of those Awards pursuant to Paragraph C or D of this Section II may result in their loss of performance-based status under Code Section 162(m).

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ARTICLE FOUR

DIRECTOR AUTOMATIC GRANT PROGRAM

     The provisions of the Director Automatic Grant Program set forth in this Article Four were amended and modified by the Board on February 7, 2008, subject to shareholder approval at the 2008 Annual Meeting. Accordingly, if such shareholder approval is obtained, then the following terms and provisions shall govern the Awards made under this Director Automatic Grant Program, effective with the Awards made to the continuing non-employee Board members at the 2008 Annual Meeting. Any Awards made under this Director Automatic Grant Program prior to the February 7, 2008 amendment shall remain in full force and effect in accordance with the terms of the documents evidencing such Awards. Should such shareholder approval not be obtained, then the provisions of this Article Four as in effect immediately prior to the February 7, 2008 amendment shall continue in full force and effect.

     I. TERMS

          A. Grant Dates. Grants under this amended Article Four shall be made on the dates specified below:

          1. On the date of each annual meeting of shareholders, beginning with the 2008 Annual Meeting of Shareholders, each individual who is to continue to serve as an Eligible Director, whether or not that individual is standing for re-election to the Board at that particular annual meeting of shareholders, shall automatically be granted restricted stock units covering that number of shares of Common Stock (rounded up to the next whole share) determined by dividing the dollar sum of Three Hundred Thousand Dollars ($300,000) by the Fair Market Value per share of Common Stock on such date. There shall be no limit on the number of such annual restricted stock unit awards any one Eligible Director may receive over his or her period of Board service.

          2. Each individual who commences service as an Eligible Director by reason of his or her election to the Board at an annual meeting of shareholders shall automatically be granted restricted stock units covering that number of shares of Common Stock (rounded up to the next whole share) determined by dividing the dollar sum of Three Hundred Thousand Dollars ($300,000) by the Fair Market Value per share of Common Stock on the date of such annual meeting.

          3. Each individual who is first elected or appointed as an Eligible Director at any time after the date of the 2008 Annual Meeting of Shareholders and other than as a result of his or her initial election to the Board at an annual meeting of shareholders, shall, on the date he or she commences Service as an Eligible Director, automatically be granted the following Award, provided such individual has not previously been in the employ of the Corporation (or any Parent or Subsidiary):

          - a restricted stock unit award covering that number of shares of Common Stock determined (i) first by multiplying the dollar sum of Three Hundred Thousand Dollars ($300,000) by a fraction the numerator of which is the number of months (including any partial month, expressed as a fraction) that will elapse between the date he or she commences Service as an Eligible Director and the first May 5th next succeeding such Service commencement date and the denominator of which is 12 months and (ii) then, by dividing the pro-rated dollar amount so calculated by the Fair Market Value per share on such commencement date.

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          B. Vesting of Restricted Stock Units and Issuance of Shares. Each restricted stock unit award shall vest in a series of one or more successive equal quarterly installments over the period measured from the date of such award and ending no later than the next succeeding 5^th day of May. The quarterly vesting dates shall be the 5th day of February, May, August and November each year, with the first such quarterly vesting date to be at least thirty (30) days after the date of the award and the final vesting date to be the earlier of (i) the last quarterly vesting date determined for such award in accordance with the foregoing specified dates or (ii) the day immediately preceding the date of the first annual meeting of shareholders following the date of such award. The Board member shall not vest in any additional restricted stock units following his or her cessation of service as a Board member; provided, however, that each restricted stock unit award held by an Eligible Director under the Director Automatic Grant Program will immediately vest in full upon his or her cessation of Board service by reason of death or Permanent Disability. As the restricted stock units under the Director Automatic Grant Program vest in one or more installments, the shares of Common Stock underlying those vested units shall be promptly issued; provided, however, that the Compensation Committee may allow one or more Eligible Directors to defer, in accordance with the applicable deferral election requirements in effect under Code Section 409A and the Treasury Regulations issued thereunder, the issuance of the shares beyond the applicable vesting date to a designated date or until cessation of Board service or an earlier change in control event (as determined in accordance with such Treasury Regulations).

     II. CHANGE IN CONTROL/HOSTILE TAKE-OVER

          A. In the event of any Change in Control or Hostile Take-Over while the Eligible Director remains a Board member, the following provisions shall apply:

          - The shares of Common Stock that are at the time of such Change in Control or Hostile Take-Over subject to any outstanding restricted stock units awards made to such Director under the Director Automatic Grant Program shall, immediately prior to the effective date of the Change in Control or Hostile Take-Over, vest in full and be issued to such individual as soon as administratively practicable thereafter, but in no event later than fifteen (15) business days after the effective date of such transaction; provided, however, that should there be a deferral election in effect at that time for any Eligible Director, then the issuance of the vested shares (or any other securities or consideration in which those vested shares of Common Stock may have been converted in the Change in Control or Hostile Take-Over transaction) shall be issued or distributed solely in accordance with the permissible Code Section 409A payment date or event specified in that deferral election.

          B. The existence of outstanding Awards under the Director Automatic Grant Program shall in no way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

     III. REMAINING TERMS

          The remaining terms of each restricted stock unit award under the Director Automatic Grant Program shall be as set forth in the form restricted stock unit award agreement approved by the Compensation Committee to evidence the Awards made under this Article Four.

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ARTICLE FIVE

MISCELLANEOUS

     I. TAX WITHHOLDING

     A. The Corporation’s obligation to deliver shares of Common Stock upon the issuance, exercise or vesting of Awards under the Plan shall be subject to the satisfaction of all applicable federal, state and local income and employment tax withholding requirements.

     B. In addition to the automatic withholding provision set forth in Section I.A.2.iv of Article Two, the Plan Administrator may, in its discretion, provide any or all Optionees or Participants to whom Awards are made under the Plan (other than the Awards made under the Director Automatic Grant Program) with the right to utilize either or both of the following methods to satisfy all or part of the Withholding Taxes to which those holders may become subject in connection with the issuance, exercise or vesting of those Awards.

     Stock Withholding: The election to have the Corporation withhold, from the shares of Common Stock otherwise issuable upon the issuance, exercise or vesting of those Awards a portion of those shares with an aggregate Fair Market Value equal to the percentage of the Withholding Taxes (not to exceed one hundred percent (100%)) designated by the Optionee or Participant and make a cash payment equal to such Fair Market Value directly to the appropriate taxing authorities on such individual’s behalf. The shares of Common Stock so withheld shall not reduce the number of shares of Common Stock authorized for issuance under the Plan.

     Stock Delivery: The election to deliver to the Corporation, at the time the Award is issued, exercised or vests, one or more shares of Common Stock previously acquired by such Optionee or Participant (other than in connection with the issuance, exercise or vesting triggering the Withholding Taxes) with an aggregate Fair Market Value equal to the percentage of the Withholding Taxes (not to exceed one hundred percent (100%)) designated by such holder. The shares of Common Stock so delivered shall not be added to the shares of Common Stock authorized for issuance under the Plan.

     II. SHARE ESCROW/LEGENDS

     Unvested shares issued under the Plan may, in the Plan Administrator’s discretion, be held in escrow by the Corporation until the Participant’s interest in such shares vests or may be issued directly to the Participant with restrictive legends on the certificates evidencing those unvested shares.

     III. EFFECTIVE DATE AND TERM OF THE PLAN

     A. The Plan became effective immediately on the Original Effective Date. Awards may be granted under the Discretionary Grant Program, the Stock Issuance Program and the Director Automatic Grant Program at any time on or after the Original Effective Date.

     B. The Plan shall serve as the successor to the Predecessor Plans, and no further option grants or direct stock issuances shall be made under the Predecessor Plans after April 16, 1998. All options outstanding under the Predecessor Plans on April 16, 1998 were incorporated into the Plan at that time and are treated as outstanding options under the Plan. However, each outstanding option so incorporated shall continue to be governed solely by the terms of the documents evidencing such option, and no provision of the Plan shall be deemed to affect or otherwise modify the rights or obligations of the holders of such incorporated options with respect to their acquisition of shares of Common Stock.

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     C. One or more provisions of the Plan, including (without limitation) the option/vesting acceleration provisions of Article Two relating to Changes in Control and Hostile Take-Overs, may, in the Plan Administrator’s discretion, be extended to one or more options incorporated from the Predecessor Plans that do not otherwise contain such provisions.

     D. The Plan was amended and restated by the Board on February 7, 2008 (the “February 2008 Restatement”), subject to shareholder approval at the 2008 Annual Meeting of Shareholders, to amend the provisions of the Director Automatic Grant Program, and was further amended and restated on March 12, 2008 to extend the term of the Plan and to revise the adjustments that may be made to certain performance criteria that may serve as vesting conditions for performance-based awards under the Stock Issuance Program (the “March 2008 Restatement” and together with the February 2008 Restatement, the “2008 Restatements”). The revisions to the Plan shall not become effective unless the shareholders approve the 2008 Restatements at the 2008 Annual Meeting of Shareholders. Should shareholder approval not be obtained at the 2008 Annual Meeting of Shareholders, the proposed revisions to the Director Automatic Grant Program, the extension of the term of the Plan and the revision to the performance criteria under the Stock Issuance Program will not be implemented. The Plan will, however, continue in effect, and Awards will continue to be made under the Plan until all the shares available for issuance under the Plan have been issued pursuant to Awards made under the Plan.

     E. The Plan shall terminate upon the earliest to occur of (i) March 12, 2018, (ii) the date on which all shares available for issuance under the Plan shall have been issued as fully-vested shares or (iii) the termination of all outstanding Awards in connection with a Change in Control. Should the Plan terminate March 12, 2018, all Awards outstanding at that time shall continue to have force and effect in accordance with the provisions of the documents evidencing such Awards.

     IV. AMENDMENT OF THE PLAN

     A. The Board shall have complete and exclusive power and authority to amend or modify the Plan in any or all respects. However, no such amendment or modification shall adversely affect the rights and obligations with respect to Awards at the time outstanding under the Plan unless the Optionee or the Participant consents to such amendment or modification. In addition, shareholder approval will be required for any amendment to the Plan that (i) materially increases the number of shares of Common Stock available for issuance under the Plan, (ii) materially expands the class of individuals eligible to receive option grants or other awards under the Plan, (iii) materially increases the benefits accruing to the Optionees and Participants under the Plan or materially reduces the price at which shares of Common Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan or (v) expands the types of awards available for issuance under the Plan.

     B. Awards may be made under the Plan that involve shares of Common Stock in excess of the number of shares then available for issuance under the Plan, provided no shares shall actually be issued pursuant to those Awards until the number of shares of Common Stock available for issuance under the Plan is sufficiently increased either by (1) the automatic annual share increase provisions of Section V.B. of Article One or (2) shareholder approval of an amendment of the Plan sufficiently increasing the share reserve. If shareholder approval is required and is not obtained within twelve (12) months after the date of the first such excess Award, then all Awards made on the basis of such excess shares shall terminate and cease to be outstanding.

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     V. USE OF PROCEEDS

     Any cash proceeds received by the Corporation from the sale of shares of Common Stock under the Plan shall be used for general corporate purposes.

     VI. REGULATORY APPROVALS

     A. The implementation of the Plan, the grant of any Award and the issuance of shares of Common Stock in connection with the issuance, exercise or vesting of any Award made under the Plan shall be subject to the Corporation’s procurement of all approvals and permits required by regulatory authorities having jurisdiction over the Plan, the Awards made under the Plan and the shares of Common Stock issuable pursuant to those Awards.

     B. No shares of Common Stock or other assets shall be issued or delivered under the Plan unless and until there shall have been compliance with all applicable requirements of Federal and state securities laws, including the filing and effectiveness of the Form S-8 registration statement for the shares of Common Stock issuable under the Plan, and all applicable listing requirements of any stock exchange on which Common Stock is then listed for trading.

     VII. NO EMPLOYMENT/SERVICE RIGHTS

     Nothing in the Plan shall confer upon the Optionee or the Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining such person) or of the Optionee or the Participant, which rights are hereby expressly reserved by each, to terminate such person’s Service at any time for any reason, with or without cause.

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APPENDIX

The following definitions shall be in effect under the Plan:

A. Award shall mean any of the following stock or stock-based awards authorized for issuance or grant under the Plan: stock option, stock appreciation right, direct stock issuance, restricted stock or restricted stock unit award or other stock-based award.

B. Board shall mean the Corporation’s Board of Directors.

C. Change in Control shall mean a change in ownership or control of the Corporation effected through any of the following transactions:

(i) a shareholder-approved merger or consolidation in which securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction, or

(ii) a shareholder-approved sale, transfer or other disposition of all or substantially all of the Corporation’s assets in complete liquidation or dissolution of the Corporation, or

(iii) the acquisition, directly or indirectly by any person or related group of persons (other than the Corporation or a person that directly or indirectly controls, is controlled by, or is under common control with, the Corporation), of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) of securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation’s outstanding securities pursuant to a tender or exchange offer made directly to the Corporation’s shareholders or pursuant to a private transaction or series of transactions with one or more of the Corporation’s shareholders.

D. Code shall mean the Internal Revenue Code of 1986, as amended.

E. Common Stock shall mean the Corporation’s Class A Common Stock.

F. Corporation shall mean Broadcom Corporation, a California corporation, and any corporate successor to all or substantially all of the assets or voting stock of Broadcom Corporation that shall by appropriate action adopt the Plan.

G. Director Automatic Grant Program shall mean the director automatic grant program in effect under Article Four of the Plan for the Eligible Directors.

H. Discretionary Grant Program shall mean the discretionary grant program in effect under Article Two of the Plan pursuant to which stock options and stock appreciation rights may be granted to one or more eligible individuals.

I. Eligible Director shall mean a Board member who is not, at the time of such determination, an employee of the Corporation (or any Parent or Subsidiary) and who is accordingly eligible to participate in the Director Automatic Grant Program in accordance with the eligibility provisions of Articles One and Four.

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J. Employee shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance.

K. Exercise Date shall mean the date on which the Corporation shall have received written notice of the option exercise.

L. Fair Market Value per share of Common Stock on any relevant date shall be determined in accordance with the following provisions:

(i) If the Common Stock is at the time traded on the Nasdaq Global Select Market (or the Nasdaq Global Market), then the Fair Market Value shall be the closing selling price per share of Common Stock at the close of regular trading hours (i.e. before after-hours trading begins) on the Nasdaq Global Select Market (or the Nasdaq Global Market) on the date in question, as such price is reported by the Nasdaq Global Select Market (or the Nasdaq Global Market) either as reported on the Nasdaq website (www.nasdaq.com), or otherwise. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.

(ii) If the Common Stock is at the time listed on any other Stock Exchange, then the Fair Market Value shall be the closing selling price per share of Common Stock at the close of regular trading hours (i.e. before after-hours trading begins) on the date in question on the Stock Exchange determined by the Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.

M. Family Member means, with respect to a particular Optionee or Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, bother-in-law or sister-in-law.

N. Hostile Take-Over shall mean either of the following events effecting a change in control or ownership of the Corporation:

(i) the acquisition, directly or indirectly, by any person or related group of persons (other than the Corporation or a person that directly or indirectly controls, is controlled by, or is under common control with, the Corporation) of beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation’s outstanding securities pursuant to a tender or exchange offer made directly to the Corporation’s shareholders that the Board does not recommend such shareholders to accept, or

(ii) a change in the composition of the Board over a period of thirty-six (36) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be composed of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the time the Board approved such election or nomination.

O. Incentive Option shall mean an option that satisfies the requirements of Code Section 422.

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P. Involuntary Termination shall mean the termination of the Service of any individual that occurs by reason of:

(i) such individual’s involuntary dismissal or discharge by the Corporation for reasons other than Misconduct, or

(ii) such individual’s voluntary resignation following (A) a change in his or her position with the Corporation that materially reduces his or her duties and responsibilities or the level of management to which he or she reports, (B) a reduction in his or her level of compensation (including base salary, fringe benefits and target bonus under any corporate-performance based bonus or incentive programs) by more than fifteen percent (15%) or (C) a relocation of such individual’s place of employment by more than fifty (50) miles, provided and only if such change, reduction or relocation is effected by the Corporation without the individual’s consent.

Q. Misconduct shall mean the commission of any act of fraud, embezzlement or dishonesty by the Optionee or Participant, any unauthorized use or disclosure by such person of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconduct by such person adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not in any way preclude or restrict the right of the Corporation (or any Parent or Subsidiary) to discharge or dismiss any Optionee, Participant or other person in the Service of the Corporation (or any Parent or Subsidiary) for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of the Plan, to constitute grounds for termination for Misconduct.

R. 1934 Act shall mean the Securities Exchange Act of 1934, as amended.

S. Non-Statutory Option shall mean an option not intended to satisfy the requirements of Code Section 422.

T. Optionee shall mean any person to whom an option is granted under the Discretionary Grant or Director Automatic Grant Program.

U. Original Effective Date shall mean February 3, 1998.

V. Parent shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

W. Participant shall mean any person who is issued shares of Common Stock or restricted stock units or other stock-based awards under the Stock Issuance Program, and any person who is issued restricted stock units under the Director Automatic Grant Program.

X. Permanent Disability or Permanently Disabled shall mean the inability of the Optionee or the Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is both (i) expected to result in death or determined to be total and permanent by two (2) physicians selected by the Corporation or its insurers and acceptable to the Optionee or the Participant (or the Optionee’s or Participant’s legal representative), and (ii) to the extent the Optionee is eligible to participate in the Corporation’s long-term disability plan, entitles the Optionee or the Participant to the payment of long-term disability benefits from the Corporation’s long-term disability plan. The process for determining a Permanent Disability in accordance with the foregoing shall be

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completed no later than the later of (i) the close of the calendar year in which the Optionee’s or the Participant’s Service terminates by reason of the physical or mental impairment triggering the determination process or (ii) the fifteenth day of the third calendar month following such termination of Service. However, solely for purposes of the Director Automatic Grant Program, Permanent Disability or Permanently Disabled shall mean the inability of the Eligible Director to perform his or her usual duties as a Board member by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of twelve (12) months or more.

Y. Plan shall mean the Corporation’s 1998 Stock Incentive Plan, as set forth in this document.

Z. Plan Administrator shall mean the particular entity, whether the Primary Committee, the Board or a Secondary Committee, which is authorized to administer the Discretionary Grant and Stock Issuance Programs with respect to one or more classes of eligible persons, to the extent such entity is carrying out its administrative functions under those programs with respect to the persons then subject to its jurisdiction.

AA. Predecessor Plans shall collectively mean the Corporation’s 1994 Amended and Restated Stock Option Plan and the Special Stock Option Plan, as in effect immediately prior to the Original Effective Date hereunder.

BB. Primary Committee shall mean the committee of two (2) or more Eligible Directors appointed by the Board to administer the Discretionary Grant and Stock Issuance Programs with respect to Section 16 Insiders.

CC. Secondary Committee shall mean a committee of two or more Board members appointed by the Board to administer the Discretionary Grant and Stock Issuance Programs with respect to one or more classes of eligible persons other than Section 16 Insiders.

DD. Section 16 Insider shall mean an officer or director of the Corporation subject to the short-swing profit liability provisions of Section 16 of the 1934 Act.

EE. Service shall mean the performance of services for the Corporation (or any Parent or Subsidiary) by a person in the capacity of an Employee, an Eligible Director or a consultant or independent advisor, except to the extent otherwise specifically provided in the documents evidencing the Award made to such person. For purposes of the Plan, an Optionee or Participant shall be deemed to cease Service immediately upon the occurrence of the either of the following events: (i) the Optionee or Participant no longer performs services in any of the foregoing capacities for the Corporation or any Parent or Subsidiary or (ii) the entity for which the Optionee or Participant is performing such services ceases to remain a Parent or Subsidiary of the Corporation, even though the Optionee or Participant may subsequently continue to perform services for that entity.

FF. Stock Exchange shall mean the American Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the New York Stock Exchange.

GG. Stock Issuance Agreement shall mean the agreement entered into by the Corporation and the Participant at the time of issuance of shares of Common Stock under the Stock Issuance Program.

HH. Stock Issuance Program shall mean the stock issuance program in effect under Article Three of the Plan.

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II. Subsidiary shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

JJ. 10% Shareholder shall mean the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).

KK. Withholding Taxes shall mean the federal, state and local income and employment taxes to which the Optionee or Participant may become subject in connection with the issuance, exercise or vesting of the Award made to him or her under the Plan.

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EX-10.18

Exhibit 10.18

STANDARD QUARTERLY VESTING
CEO ONLY

BROADCOM CORPORATION
RESTRICTED STOCK UNIT ISSUANCE AGREEMENT

RECITALS

          A. The Board has adopted the Plan for the purpose of retaining the services of selected Employees and consultants and other independent advisors who provide services to the Corporation (or any Parent or Subsidiary).

          B. Participant is to render valuable services to the Corporation (or a Parent or Subsidiary), and this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the Corporation’s issuance of shares of Common Stock to the Participant under the Stock Issuance Program.

          C. All capitalized terms in this Agreement shall have the meaning assigned to them in the attached Appendix A.

     NOW, THEREFORE, it is hereby agreed as follows:

          1. Grant of Restricted Stock Units. The Corporation hereby awards to the Participant, as of the Award Date, Restricted Stock Units under the Plan. Each Restricted Stock Unit represents the right to receive one share of Common Stock on the vesting date specified for that unit in accordance with the express provisions of this Agreement. The number of shares of Common Stock subject to the awarded Restricted Stock Units, the applicable vesting schedule for those shares, the date or dates on which those vested shares shall become issuable to Participant and the remaining terms and conditions governing the award (the “Award”) shall be as set forth in this Agreement.

AWARD SUMMARY

Participant:
Award Date:	, 20
Vesting Commencement Date:	, 20           (the “Vesting Commencement Date”)
Number of Shares Subject to Award:	shares of Common Stock (the “Shares”)
Vesting Schedule:	The Shares shall vest in a series of sixteen (16) successive equal quarterly installments upon the Participant’s completion of each successive three (3)-month period of Service (each date on which such three (3)-month period ends, a “Vesting Date”) over the forty-eight (48)-month period measured

from the Vesting Commencement Date (the “Normal Vesting Schedule”). However, the Shares may also vest in whole or in part on an accelerated basis in accordance with the provisions of Sections 3 and 5 of this Agreement.

Issuance Schedule:

Subject to Section 8 of this Agreement, each quarterly installment of Shares to which the Participant becomes entitled in accordance with the Normal Vesting Schedule shall be issued, subject to the Corporation’s collection of the applicable Withholding Taxes, on the date that installment vests in accordance with such schedule or as soon thereafter as administratively practicable, but in no event later than thirty (30) days after the applicable Vesting Date. Any Shares that vest on an accelerated basis pursuant to Section 3 or 5 of this Agreement shall be issued in accordance with the applicable provisions of such section. The Corporation shall in all instances collect the applicable Withholding Taxes with respect to the issued Shares pursuant to the procedures set forth in Section 7 of this Agreement.

          2. Limited Transferability. Prior to actual receipt of the Shares that become issuable hereunder, the Participant may not transfer any interest in the Award or the underlying Shares or pledge or otherwise hedge the sale of those Shares, including (without limitation) any short sale or any acquisition or disposition of any put or call option or other instrument tied to the value of those Shares. Any attempt by the Participant to do so will result in an immediate forfeiture of all of the Restricted Stock Units awarded to the Participant hereunder. Any Shares that vest hereunder but which otherwise remain unissued at the time of the Participant’s death may be transferred pursuant to the provisions of the Participant’s will or the laws of inheritance or to the Participant’s designated beneficiary or beneficiaries of this Award. The Participant may also direct the Corporation to immediately re-issue the stock certificates for any Shares that in fact vest and become issuable to Participant under the Award during his or her lifetime to one or more designated Family Members or a trust established for the Participant and/or his or her Family Members. The Participant may make such a beneficiary designation or certificate directive at any time by filing the appropriate form with the Plan Administrator or its designee.

          3. Cessation of Service.

               (a) Except as otherwise provided in this Section 3 or Section 5 below, should the Participant cease Service for any reason prior to a Vesting Date, then the Award shall be immediately cancelled with respect to those unvested Shares. Participant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled units.

               (b) The Normal Vesting Schedule requires continued active Service by the Participant through each Vesting Date as a condition to the vesting of that quarterly installment and the rights and benefits provided under this Agreement with respect to that installment. Accordingly, if the Participant’s Service terminates for any reason prior to an applicable quarterly Vesting Date, this Award shall be immediately cancelled, and no further

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Restricted Stock Units shall thereafter vest. Service for only a portion of a quarterly vesting period, even if a substantial portion, will not entitle the Participant to any proportionate vesting for that quarter or avoid or mitigate the cancellation and forfeiture of the Restricted Stock Units that will occur upon the termination of his Service prior to vesting in all the Restricted Stock Units subject to this Award. Upon the cancellation of one or more Restricted Stock Units, the Participant shall cease to have any right or entitlement to receive any Shares under those cancelled units.

               (c) The Participant also has an employment agreement with the Corporation in the form of an amended and restated letter agreement and appendix (the “Employment Agreement”) pursuant to which the Participant’s equity or equity-based awards from the Corporation, including this Award, may vest in whole or in part on an accelerated basis in connection with the Participant’s cessation of Employee status under various specified circumstances. The Employment Agreement also sets forth the date or dates on which the shares of Common Stock subject to the awards that vest on such an accelerated basis, including the Shares subject to this Award, are to be issued, subject to certain required delays as set forth in the Employment Agreement. The terms and provisions of the Employment Agreement, as they apply to this Award, are hereby incorporated by reference into this Agreement and shall have the same force and effect as if expressly set forth in this Agreement.

               (d) In the event the Participant’s Employee status terminates prior to vesting in all the Shares due to his death or Disability, then the applicable death and Disability provisions of the Employment Agreement shall govern the Participant’s rights and entitlements.

          4. Shareholder Rights.

               (a) The Restricted Stock Units subject to this Award do not impose any fiduciary obligations upon the Corporation and create only a contractual obligation on the part of the Corporation to issue the Shares that vest in accordance with the express terms of this Agreement. The Restricted Stock Units shall not be treated as property or as a trust fund of any kind.

               (b) Participant shall not have any shareholder rights, including voting, dividend or liquidation rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares upon their actual issuance following the Corporation’s collection of the applicable Withholding Taxes.

               (c) Except as otherwise provided in Section 6, no adjustments will made to this Award for dividends or other shareholder distributions for which the record date is prior to the date Participant becomes the record holder of the Shares subject to this Award.

          5. Change of Control.

               (a) Any Restricted Stock Units subject to this Award at the time of a Change in Control may be assumed by the successor entity or otherwise continued in full force and effect or may be replaced with a cash retention program of the successor entity that preserves

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the Fair Market Value (at the time of the Change in Control) of the unvested shares of Common Stock subject to the Award and provides for the subsequent vesting and payout of that value in accordance with the same vesting and issuance schedules applicable to the Award. In the event of such assumption or continuation of this Award or such replacement of the Award with a cash retention program, no accelerated vesting of the Restricted Stock Units or the underlying Shares shall occur at the time of the Change in Control.

               (b) In the event this Award is assumed or otherwise continued in effect, the Restricted Stock Units subject to the Award shall be adjusted immediately after the consummation of the Change in Control so as to apply to the number and class of securities into which the Shares subject to those units immediately prior to the Change in Control would have been converted in consummation of that Change in Control had those Shares actually been issued and outstanding at that time. To the extent the actual holders of the outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or parent entity) may, in connection with the assumption or continuation of the Restricted Stock Units subject to the Award at that time, substitute one or more shares of its own common stock with a fair market value equal to the cash consideration paid per share of Common Stock in the Change in Control transaction, provided the substituted common stock is readily tradable on an established U.S. securities exchange or market.

               (c) If the Participant’s Employee status continues until the Change in Control and the Restricted Stock Units subject to this Award at the time of the Change in Control are not assumed or otherwise continued in effect or replaced with a cash retention program in accordance with Section 5(a), then those units will vest immediately prior to the closing of the Change in Control. The Shares subject to those vested units shall be converted into the right to receive the same consideration per share of Common Stock payable to the other shareholders of the Corporation in consummation of that Change in Control, and such consideration per Share shall be distributed to Participant upon such Change in Control or at such later time or times as the consideration is paid to the other holders of Common Stock in connection with the Change in Control, but only to the extent that any such delayed payments will not require the Participant to include amounts payable in respect of the Restricted Stock Units in income under Code Section 409A.

               (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

          6. Adjustment in Shares. Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares, spin-off transaction or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration, or should the value of outstanding shares of Common Stock be substantially reduced as a result of a spin-off transaction or an extraordinary dividend or distribution, or should there occur any merger, consolidation or other reorganization, then equitable adjustments shall be made by the Plan Administrator to the total number and/or class of securities issuable pursuant to this Award. The adjustments shall be

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made by the Plan Administrator in such manner as the Plan Administrator deems appropriate to reflect such change, and those adjustments shall be final, binding and conclusive. In the event of a Change in Control, the provisions of Section 5 shall be controlling.

          7. Issuance of Shares of Common Stock.

               (a) Except as otherwise provided in Section 5(c), on any applicable date that Shares are to be issued pursuant to this Agreement, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the vested shares of Common Stock to be issued on that date.

               (b) The applicable Withholding Taxes with respect to the issued Shares or any other consideration distributed to Participant shall be collected from Participant as and when such taxes become due. Participant may, with respect to the issued Shares, satisfy the applicable Withholding Taxes through one or more of the following methods:

          (i) The delivery of a separate check payable to the Corporation;

          (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a share withholding procedure, pursuant to which the Corporation will automatically withhold, immediately upon the issuance of the Shares, a portion of those Shares with a Fair Market Value (measured as of the issuance date) equal to the amount of such Withholding Taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant will be notified (either in writing or through electronic transmission) of the time or times when the Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose);

          (iii) irrevocable instructions given by Participant to a broker to remit to the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or

          (iv) to the extent the Share Withholding Method is not otherwise available at the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect to those Shares through the use of proceeds from a next day sale of the issued Shares, provided and only if (i) such a sale is permissible under the Corporation’s insider trading policies governing sales of Corporation shares and (ii) such

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transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Sarbanes-Oxley Act of 2002.

               (c) If any withholding event is other than the issuance of the Shares, or if the Corporation for any reason is unable to collect the applicable Withholding Taxes with respect to the issuance of the Shares through any of the foregoing collection procedures specified in this Section 7, then the Corporation shall be entitled to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such applicable Withholding Taxes.

               (d) Notwithstanding the foregoing provisions of this Section 7, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 7(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v).

               (e) Except as otherwise provided in Section 5 or Section 7(b), the settlement of all Restricted Stock Units that vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share to avoid the issuance of a fractional share.

          8. Code Section 409A Limitations. Notwithstanding any provision in this Agreement to the contrary, should this Agreement be deemed a deferred compensation arrangement subject to Section 409A of the Code:

          - In no event shall the Shares that become issuable under this Agreement in connection with the Participant’s cessation of Employee status be actually issued, nor shall Participant have any right to the issuance of those Shares, prior to the date on which the Participant incurs a Separation from Service due to that cessation of Employee status.

          - If the issuance date for the Shares (or the distribution date of any other amounts due the Participant hereunder) is tied to the Participant’s Separation from Service in accordance with the applicable provisions of this Agreement or the Employment Agreement, then in no event will the Shares be issued (or such amounts be distributed) prior to the earlier of (i) the first day of

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the seventh (7th) month following the date of such Separation from Service or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Plan Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the Corporation, and such delayed commencement is otherwise required to avoid a prohibited distribution under Code Section 409A(a)(2). Upon the expiration of the applicable deferral period, the Shares shall be issued (or any other amounts due the Participant hereunder shall be distributed) in a lump sum on the first day of the seventh (7th) month after the date of Participant’s Separation from Service, or if earlier, the first day of the month immediately following the date the Corporation receives proof of Participant’s death.

          In addition, it is the intent of the Corporation and the Participant that the provisions of this Agreement comply with all applicable requirements of Section 409A of the Code. Accordingly, to the extent there is any ambiguity as to whether one or more provisions of this Agreement would otherwise contravene the applicable requirements or limitations of Code Section 409A, then those provisions shall be interpreted and applied in a manner that does not result in a violation of the applicable requirements or limitations of Code Section 409A and the applicable Treasury Regulations thereunder.

          9. Deferred Release Date. Should the applicable Restricted Stock Unit settlement date occur during any period Participant is under investigation by the Corporation for any act or transaction that might constitute grounds for termination for Misconduct, then those issued Shares and/or the net proceeds from any sale or sales of those Shares during such period (the gross sale proceeds less withholding taxes due the Corporation and broker commissions) will be held by the Corporation in escrow until such time as the investigation is satisfactorily completed. If it is determined that Participant has not engaged in any action or transaction that might constitute grounds for a termination for Misconduct. then the escrowed Shares and/or funds will be released to Participant, subject to the Corporation’s collection of all applicable Withholding Taxes not otherwise previously collected, as soon as administratively practicable following the completion of the investigation, but in no event later than the close of the calendar year in which such determination is made. If it is determined that the Participant has engaged in any act or transaction that constitutes grounds for termination for Misconduct, then Participant shall cease to have any further right, title or interest in the escrowed Shares and/or funds, and those Shares and funds shall be returned to the Corporation.

          10. Securities Law Compliance. The Corporation shall use its reasonable commercial efforts to assure that all Shares issued pursuant to this Agreement are registered under the federal securities laws. However, no Shares will be issued pursuant to this Award if such issuance would otherwise constitute a violation of any applicable federal or state securities laws or regulations or the requirements of any Stock Exchange on which the Common Stock may then be listed. The inability of the Corporation to obtain approval from any regulatory body having authority deemed by the Corporation to be necessary to the lawful issuance of any Shares

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hereunder shall defer the Corporation’s obligation with respect to the issuance of such Shares until such approval shall have been obtained.

          11. Transfer Restriction. None of the issued Shares may be sold or transferred in contravention of (i) any market blackout periods the Corporation may impose from time to time or (ii) the Corporation’s insider trading policies to the extent applicable to you from time to time.

          12. Parachute Payment. In the event the accelerated vesting and issuance of the Shares subject to this Award would otherwise constitute a parachute payment under Code Section 280G, then the applicable parachute payment provisions of the Employment Agreement shall govern the Participant’s rights and entitlements.

          13. Notice. Any notice to be given or delivered to the Corporation relating to this Agreement shall be in writing and addressed to the Corporation at its principal corporate offices. Any notice to be given or delivered to Participant relating to this Agreement shall be in writing and addressed to Participant at the address indicated below his or her signature line on the last page of this Agreement or such other address of which Participant may later advise the Corporation in writing. All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified.

          14. Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and upon Participant and the legal representatives, heirs and the legatees of his or her estate.

          15. Construction. This Agreement and the Award evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. The Plan Administrator shall have the discretionary authority to interpret and construe any term or provision of the Plan or this Agreement, and such interpretation shall be binding on all persons having an interest in the Award.

          16. Governing Law. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of California without resort to that State’s conflict-of-laws rules.

          17. At Will Employment. Nothing in this Agreement or the Award shall provide Participant with any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way Participant’s right or the right of the Corporation to terminate Participant’s Service at any time for any reason, with or without cause, or for no reason.

          18. Mandatory Arbitration. ANY AND ALL DISPUTES OR CONTROVERSIES BETWEEN PARTICIPANT AND THE CORPORATION ARISING OUT OF, RELATING TO OR OTHERWISE CONNECTED WITH THIS AGREEMENT OR THE AWARD OF RESTRICTED STOCK UNITS EVIDENCED HEREBY OR THE VALIDITY, CONSTRUCTION, PERFORMANCE OR TERMINATION OF THIS

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AGREEMENT SHALL BE SETTLED EXCLUSIVELY BY BINDING ARBITRATION TO BE HELD IN THE COUNTY IN WHICH PARTICIPANT IS (OR HAS MOST RECENTLY BEEN) EMPLOYED BY THE CORPORATION (OR ANY PARENT OR SUBSIDIARY) AT THE TIME OF SUCH ARBITRATION. THE ARBITRATION PROCEEDINGS SHALL BE GOVERNED BY (i) THE NATIONAL RULES FOR THE RESOLUTION OF EMPLOYMENT DISPUTES THEN IN EFFECT OF THE AMERICAN ARBITRATION ASSOCIATION AND (ii) THE FEDERAL ARBITRATION ACT. THE ARBITRATOR SHALL HAVE THE SAME, BUT NO GREATER, REMEDIAL AUTHORITY AS WOULD A COURT HEARING THE SAME DISPUTE. THE DECISION OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE AND BINDING ON THE PARTIES TO THE ARBITRATION AND SHALL BE IN LIEU OF THE RIGHTS THOSE PARTIES MAY OTHERWISE HAVE TO A JURY TRIAL; PROVIDED, HOWEVER, THAT SUCH DECISION SHALL BE SUBJECT TO CORRECTION, CONFIRMATION OR VACATION IN ACCORDANCE WITH THE PROVISIONS AND STANDARDS OF APPLICABLE LAW GOVERNING THE JUDICIAL REVIEW OF ARBITRATION AWARDS. THE PREVAILING PARTY IN SUCH ARBITRATION, AS DETERMINED BY THE ARBITRATOR, AND IN ANY ENFORCEMENT OR OTHER COURT PROCEEDINGS, SHALL BE ENTITLED, TO THE EXTENT PERMITTED BY LAW, TO REIMBURSEMENT FROM THE OTHER PARTY FOR ALL OF THE PREVAILING PARTY’S COSTS, EXPENSES AND ATTORNEY’S FEES. HOWEVER, THE ARBITRATOR’S COMPENSATION AND OTHER FEES AND COSTS UNIQUE TO ARBITRATION SHALL IN ALL EVENTS BE PAID BY THE CORPORATION. JUDGMENT SHALL BE ENTERED ON THE ARBITRATOR’S DECISION IN ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER OF SUCH DISPUTE OR CONTROVERSY. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY IN AN APPROPRIATE MATTER APPLY TO A COURT PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1281.8, OR ANY COMPARABLE STATUTORY PROVISION OR COMMON LAW PRINCIPLE, FOR PROVISIONAL RELIEF, INCLUDING A TEMPORARY RESTRAINING ORDER OR A PRELIMINARY INJUNCTION. TO THE EXTENT PERMITTED BY LAW, THE PROCEEDINGS AND RESULTS, INCLUDING THE ARBITRATOR’S DECISION, SHALL BE KEPT CONFIDENTIAL.

          19. Electronic Delivery. The Corporation may, in its sole discretion, decide to deliver any document related to the Award, the Plan or future awards that may be granted under the Plan by electronic means, and Participant hereby consents to receive such documents by electronic delivery.

          20. Remaining Terms. The remaining terms and conditions of this Award are governed by the Plan, and this Award is also subject to all interpretations, amendments, rules and regulations that may from time to time be adopted under the Plan. The official prospectus summarizing the principal features of the Plan and the restricted stock units issuable under the Plan is available for review on the Corporation’s website at http://finbu.broadcom.com/stock/default.aspx. In the event of any conflict between the provisions of this Agreement and those of the Plan, the provisions of the Plan shall be

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controlling. In the event of any conflict between the provisions of this Agreement and those of the Employment Agreement, the provisions of the Employment Agreement shall be controlling. Provisions of the Plan that confer discretionary authority on the Board or the Plan Administrator do not (and shall not be deemed to) confer in Participant any rights, except to the extent such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Plan Administrator expressly conferred by appropriate action after the date hereof.

          IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first indicated above.

BROADCOM CORPORATION

By:

Title:

PARTICIPANT

Signature:

Name:

Address:

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APPENDIX A

DEFINITIONS

          The following definitions shall be in effect under the Agreement:

          A. Agreement shall mean this Restricted Stock Unit Issuance Agreement.

          B. Award shall mean the award of Restricted Stock Units made to the Participant pursuant to the terms of this Agreement.

          C. Award Date shall mean the date the Restricted Stock Units are awarded to Participant pursuant to the Agreement and shall be the date indicated in Section 1 of the Agreement.

          D. Board shall mean the Corporation’s Board of Directors.

          E. Change in Control shall mean a change in ownership or control of the Corporation effected through any of the following transactions:

          (i) a shareholder-approved merger, consolidation or other reorganization, unless securities representing more than fifty percent (50%) of the total combined voting power of the outstanding securities of the successor corporation are immediately after such transaction, beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned Broadcom’s outstanding voting securities immediately prior to such transaction,

          (ii) a shareholder-approved sale, transfer or other disposition of all or substantially all of Broadcom’s assets,

          (iii) the closing of any transaction or series of related transactions pursuant to which any person or any group of persons comprising a “group” within the meaning of Rule 13d-5(b)(1) of the 1934 Act, other than Broadcom or a person that, prior to such transaction or series of related transactions, directly or indirectly controls, is controlled by or is under common control with, Broadcom, becomes directly or indirectly (whether as a result of a single acquisition or by reason of one or more acquisitions within the twelve (12)-month period ending with the most recent acquisition) the beneficial owner (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing (or convertible into or exercisable for securities possessing) more than fifty percent (50%) of the total combined voting power of Broadcom’s securities (as measured in terms of the power to vote with respect to the election of Board members) outstanding immediately after the consummation of such transaction or series of related

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transactions, whether the transaction or transactions involve a direct issuance from Broadcom or the acquisition of outstanding securities held by one or more of Broadcom’s existing shareholders, or

          (iv) a change in the composition of the Board over a period of twenty-four (24) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the time the Board approved such election or nomination; provided, however, that solely for purposes of determining whether a permissible Section 409A distribution can be made under Section 5(d) in connection with such Change in Control event, the period for measuring a change in the composition of the Board shall be limited to a period of twelve (12) consecutive months or less;

          Provided, however, that if this Agreement is deemed to constitute a deferred compensation arrangement for purposes of Code Section 409A, then for purposes of any circumstances in which a Change in Control constitutes a payment date or settlement date with respect to the Restricted Stock Units subject hereto, including without limitation, pursuant to Section 5(c) above, the foregoing shall only constitute a Change in Control to the extent that such transaction(s) also constitute a “change in control event” within the meaning of Code Section 409A.

          F. Code shall mean the Internal Revenue Code of 1986, as amended.

          G. Common Stock shall mean shares of the Corporation’s Class A common stock.

          H. Corporation shall mean Broadcom Corporation, a California corporation, and any successor corporation to all or substantially all of the assets or voting stock of Broadcom Corporation that shall by appropriate action adopt the Plan.

          I. Employee shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance.

          J. Fair Market Value per share of Common Stock on any relevant date shall be determined in accordance with the following provisions:

          (i) If the Common Stock is at the time traded on the Nasdaq Global Select Market (or the Nasdaq Global Market), then the Fair Market Value shall be the closing selling price per share of Common Stock at the close of regular trading hours (i.e. before after-hours trading begins) on the Nasdaq Global

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Select Market (or the Nasdaq Global Market) on the date in question, as such price is reported by the Nasdaq Global Select Market (or the Nasdaq Global Market) either as reported on the Nasdaq website (www.nasdaq.com), or otherwise. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.

          (ii) If the Common Stock is at the time listed on any other Stock Exchange, the then Fair Market Value shall be the closing selling price per share of Common Stock at the close of regular hours trading (i.e., before after-hours trading begins) on the date in question on the Stock Exchange determined by the Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no closing selling price for the Common Stock on the date in question, the then Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.

          L. Family Members shall mean, with respect to the Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law.

          M. Misconduct shall mean the commission of any act of fraud, embezzlement or dishonesty by the Participant, any unauthorized use or disclosure by the Participant of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconduct by the Participant adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not in any way preclude or restrict the right of the Corporation (or any Parent or Subsidiary) to discharge or dismiss the Participant or any other person in the Service of the Corporation (or any Parent or Subsidiary) for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of the Plan or this Agreement, to constitute grounds for termination for Misconduct.

          N. 1934 Act shall mean the Securities Exchange Act of 1934, as amended from time to time.

          O. Participant shall mean the person to whom the Award is made pursuant to the Agreement.

          P. Parent shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

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          Q. Plan shall mean the Corporation’s 1998 Stock Incentive Plan, as amended and restated from time to time.

          R. Plan Administrator shall mean either the Board or a committee of the Board acting in its capacity as administrator of the Plan.

          S. Separation from Service shall mean a “separation from service” from the Corporation (within the meaning of Section 409A of the Code).

          T. Service shall mean the Participant’s performance of services for the Corporation (or any Parent or Subsidiary) in the capacity of an Employee, a non-employee member of the board of directors or a consultant or independent advisor. For purposes of this Agreement, Participant shall be deemed to cease Service immediately upon the occurrence of either of the following events: (i) Participant no longer performs services in any of the foregoing capacities for the Corporation (or any Parent or Subsidiary) or (ii) the entity for which Participant performs such services ceases to remain a Parent or Subsidiary of the Corporation, even though Participant may subsequently continue to perform services for that entity; provided, however, that except to the extent otherwise required by law or expressly authorized by the Plan Administrator or by the Corporation’s written policy on leaves of absence, no Service credit shall be given for vesting purposes for any period during which the Participant is on a leave of absence.

          U. Stock Exchange shall mean the American Stock Exchange, the Nasdaq Global or Global Select Market or the New York Stock Exchange.

          V. Subsidiary shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

          W. Withholding Taxes shall mean the federal, state and local income taxes and the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the issuance of the shares of Common Stock to which the Participant becomes entitled under this Agreement or any other consideration that becomes payable to Participant with respect to those shares.

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EX-10.19

Exhibit 10.19

STANDARD QUARTERLY VESTING
OFFICER SEVERANCE PROGRAM PARTICIPANT

BROADCOM CORPORATION
RESTRICTED STOCK UNIT ISSUANCE AGREEMENT

RECITALS

          A. The Board has adopted the Plan for the purpose of retaining the services of selected Employees and consultants and other independent advisors who provide services to the Corporation (or any Parent or Subsidiary).

          B. Participant is to render valuable services to the Corporation (or a Parent or Subsidiary), and this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the Corporation’s issuance of shares of Common Stock to the Participant under the Stock Issuance Program.

          C. All capitalized terms in this Agreement shall have the meaning assigned to them in the attached Appendix A.

NOW, THEREFORE, it is hereby agreed as follows:

          1. Grant of Restricted Stock Units. The Corporation hereby awards to the Participant, as of the Award Date, Restricted Stock Units under the Plan. Each Restricted Stock Unit represents the right to receive one share of Common Stock on the vesting date specified for that unit in accordance with the express provisions of this Agreement. The number of shares of Common Stock subject to the awarded Restricted Stock Units, the applicable vesting schedule for those shares, the date or dates on which those vested shares shall become issuable to Participant and the remaining terms and conditions governing the award (the “Award”) shall be as set forth in this Agreement.

AWARD SUMMARY

Participant:	_____________________________
Award Date:	______________________, 20____
Vesting Commencement Date:	______________________, 20___ (the “Vesting Commencement Date”)
Number of Shares Subject to Award:	______________ shares of Common Stock (the “Shares”)
Vesting Schedule:	The Shares shall vest in a series of sixteen (16) successive equal quarterly installments upon the Participant’s completion of each successive three (3)-month period of continuous Service (each date on which such three (3)-month period ends, a “Vesting Date”) over the forty-eight (48)-month

period measured from the Vesting Commencement Date (the “Normal Vesting Schedule”). However, the Shares may also vest in whole or in part on an accelerated basis in accordance with the provisions of Sections 3 and 6 of this Agreement. The duration of the Normal Vesting Schedule may be extended in connection with certain leaves of absence or changes in Employee status, as set forth and subject to the limitations contained in Section 4 of this Agreement.

Issuance Schedule:

Subject to Section 9 of this Agreement, each quarterly installment of Shares to which the Participant becomes entitled in accordance with the Normal Vesting Schedule shall be issued, subject to the Corporation’s collection of the applicable Withholding Taxes, on the date that installment vests in accordance with such schedule or as soon thereafter as administratively practicable, but in no event later than thirty (30) days after the applicable Vesting Date. Any Restricted Stock Units that vest on an accelerated basis pursuant to Section 3 or 6 of this Agreement shall be issued in accordance with the applicable provisions of such section. The Corporation shall in all instances collect the applicable Withholding Taxes with respect to the issued Shares pursuant to the procedures set forth in Section 8 of this Agreement.

          2. Limited Transferability. Prior to actual receipt of the Shares that become issuable hereunder, the Participant may not transfer any interest in the Award or the underlying Shares or pledge or otherwise hedge the sale of those Shares, including (without limitation) any short sale or any acquisition or disposition of any put or call option or other instrument tied to the value of those Shares. Any attempt by the Participant to do so will result in an immediate forfeiture of all of the Restricted Stock Units awarded to the Participant hereunder. Any Shares that vest hereunder but which otherwise remain unissued at the time of the Participant’s death may be transferred pursuant to the provisions of the Participant’s will or the laws of inheritance or to the Participant’s designated beneficiary or beneficiaries of this Award. The Participant may also direct the Corporation to immediately re-issue the stock certificates for any Shares that in fact vest and become issuable to Participant under the Award during his or her lifetime to one or more designated Family Members or a trust established for the Participant and/or his or her Family Members. The Participant may make such a beneficiary designation or certificate directive at any time by filing the appropriate form with the Plan Administrator or its designee.

          3. Cessation of Service.

               (a) Except as otherwise provided in this Section 3 or Section 6 below, should the Participant cease Service for any reason prior to a Vesting Date, then the Award shall be immediately cancelled with respect to those unvested Shares. Participant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled units.

               (b) The Normal Vesting Schedule requires continued active Service by the Participant through each Vesting Date as a condition to the vesting of that quarterly

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installment and the rights and benefits provided under this Agreement with respect to that installment. Accordingly, if the Participant’s Service terminates for any reason prior to an applicable quarterly Vesting Date, this Award shall be immediately cancelled, and no further Restricted Stock Units shall thereafter vest. Service for only a portion of a quarterly vesting period, even if a substantial portion, will not entitle the Participant to any proportionate vesting for that quarter or avoid or mitigate the cancellation and forfeiture of the Restricted Stock Units that will occur upon the termination of his or her Service prior to vesting in all the Restricted Stock Units subject to this Award. Upon the cancellation of one or more Restricted Stock Units, the Participant shall cease to have any right or entitlement to receive any Shares under those cancelled units.

               (c) The Participant is also a participant in the Corporation’s special officer severance program pursuant to the terms of the letter agreement between the Corporation and the Participant (the “Severance Agreement”). The Severance Agreement sets forth certain terms and conditions under which the Participant’s equity or equity-based awards from the Corporation, including this Award, may vest in whole or in part on an accelerated basis in connection with the Participant’s cessation of Employee status under various specified circumstances. The Severance Agreement also sets forth the date or dates on which the shares of Common Stock subject to the awards that vest on such an accelerated basis, including the Shares subject to this Award, are to be issued, subject to certain required delays as set forth in the Severance Agreement. The terms and provisions of the Severance Agreement, as they apply to this Award, are hereby incorporated by reference into this Agreement and shall have the same force and effect as if expressly set forth in this Agreement.

               (d) In the event that Participant’s Employee status terminates prior to vesting in all the Shares due to his or her death or Disability, then the applicable death and Disability provisions of the Severance Agreement shall govern the Participant’s rights and entitlements.

          4. Leaves of Absence/Change of Employee Status. The Participant shall not be deemed to have ceased Service while on a leave of absence authorized by the Corporation, except to the extent otherwise provided in the Appendix to this Agreement with respect to the date on which Participant is deemed to have a Separation from Service. However, the Participant may not be deemed to remain in active Service during the period of such leave, and the Participant may accordingly fail to vest in one or more quarterly installments under the Normal Vesting Schedule by reason of such absence from active Service. In such event, the Normal Vesting Schedule for the Restricted Stock Units may be extended (and the corresponding settlement date(s) delayed) by one or more quarterly periods following the Participant’s return to active Service upon the expiration of such leave, so that the Participant may have the opportunity to vest in those missed installments over his or her subsequent period of continuous active Service. In addition, a change in Participant’s Employee status from full-time or part-time may also result in a similar extension of the Normal Vesting Schedule, to the extent such change in status results in a slower rate of vesting accrual. The actual effect that a leave of absence or change in Employee status may have upon the Normal Vesting Schedule and the vesting of the Restricted Stock Units subject to this Award will be determined by the Corporation’s policies governing those subjects that are in effect at the time. Notwithstanding anything to the contrary

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herein, the Normal Vesting Schedule shall only be extended in accordance with this Section 4 (and the Restricted Stock Unit settlement date correspondingly delayed) to the extent that any delayed vesting and settlement will not require Participant to include in income under Code Section 409A amounts payable in respect of the Restricted Stock Units. In the event that any extension of the Normal Vesting Schedule (and corresponding delay in settlement of the Restricted Stock Units) that would apply under this Section 4 is limited in accordance with the preceding sentence, any Restricted Stock Units that would have vested and been settled during any disallowed portion of an extended Normal Vesting Schedule but for such limitation shall, as determined in the sole discretion of the Plan Administrator, either (i) vest and be settled prior to the expiration of the Normal Vesting Schedule (as may be extended in accordance with this Section 4), or (ii) terminate and be forfeited by Participant.

          5. Shareholder Rights.

               (a) The Restricted Stock Units subject to this Award do not impose any fiduciary obligations upon the Corporation and create only a contractual obligation on the part of the Corporation to issue the Shares that vest in accordance with the express terms of this Agreement. The Restricted Stock Units shall not be treated as property or as a trust fund of any kind.

               (b) Participant shall not have any shareholder rights, including voting, dividend or liquidation rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares upon their actual issuance following the Corporation’s collection of the applicable Withholding Taxes.

               (c) Except as otherwise provided in Section 7, no adjustments will made to this Award for dividends or other shareholder distributions for which the record date is prior to the date Participant becomes the record holder of the Shares subject to this Award.

          6. Change of Control.

               (a) Any Restricted Stock Units subject to this Award at the time of a Change in Control may be assumed by the successor entity or otherwise continued in full force and effect or may be replaced with a cash retention program of the successor entity that preserves the Fair Market Value (at the time of the Change in Control) of the unvested shares of Common Stock subject to the Award and provides for the subsequent vesting and payout of that value in accordance with the same vesting and issuance schedules applicable to the Award. In the event of such assumption or continuation of this Award or such replacement of the Award with a cash retention program, no accelerated vesting of the Restricted Stock Units or the underlying Shares shall occur at the time of the Change in Control.

               (b) In the event this Award is assumed or otherwise continued in effect, the Restricted Stock Units subject to the Award shall be adjusted immediately after the consummation of the Change in Control so as to apply to the number and class of securities into which the Shares subject to those units immediately prior to the Change in Control would have been converted in consummation of that Change in Control had those Shares actually been issued

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and outstanding at that time. To the extent the actual holders of the outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or parent entity) may, in connection with the assumption or continuation of the Restricted Stock Units subject to the Award at that time, substitute one or more shares of its own common stock with a fair market value equal to the cash consideration paid per share of Common Stock in the Change in Control transaction, provided the substituted common stock is readily tradable on an established U.S. securities exchange or market.

               (c) Any Restricted Stock Units that are assumed or otherwise continued in effect in connection with a Change in Control or replaced with a cash retention program under Section 6(a) shall be subject to accelerated vesting in accordance with the applicable terms and conditions of the Severance Agreement incorporated herein.

               (d) If Participant’s Employee status continues until the Change in Control and the Restricted Stock Units subject to this Award at the time of the Change in Control are not assumed or otherwise continued in effect or replaced with a cash retention program in accordance with Section 6(a), then those units will vest immediately prior to the closing of the Change in Control. The Shares subject to those vested units shall be converted into the right to receive the same consideration per share of Common Stock payable to the other shareholders of the Corporation in consummation of that Change in Control, and such consideration per Share shall be distributed to Participant upon such Change in Control or at such later time or times as the consideration is paid to the other holders of Common Stock in connection with the Change in Control, but only to the extent that any such delayed payments will not require Participant to include amounts payable in respect of the Restricted Stock Units in income under Code Section 409A.

               (e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

          7. Adjustment in Shares. Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares, spin-off transaction or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration, or should the value of outstanding shares of Common Stock be substantially reduced as a result of a spin-off transaction or an extraordinary dividend or distribution, or should there occur any merger, consolidation or other reorganization, then equitable adjustments shall be made by the Plan Administrator to the total number and/or class of securities issuable pursuant to this Award. The adjustments shall be made by the Plan Administrator in such manner as the Plan Administrator deems appropriate to reflect such change, and those adjustments shall be final, binding and conclusive. In the event of a Change in Control, the provisions of Section 6 shall be controlling.

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          8. Issuance of Shares of Common Stock.

               (a) Except as otherwise provided in Section 6(d), on any applicable date that Shares are to be issued pursuant to this Agreement, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the vested shares of Common Stock to be issued on that date.

               (b) The applicable Withholding Taxes with respect to the issued Shares or any other consideration distributed to Participant shall be collected from Participant as and when such taxes become due. Participant may, with respect to the issued Shares, satisfy the applicable Withholding Taxes through one or more of the following methods:

          (i) The delivery of a separate check payable to the Corporation;

          (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a share withholding procedure, pursuant to which the Corporation will automatically withhold, immediately upon the issuance of the Shares, a portion of those Shares with a Fair Market Value (measured as of the issuance date) equal to the amount of such Withholding Taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant will be notified (either in writing or through electronic transmission) of the time or times when the Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose);

          (iii) irrevocable instructions given by Participant to a broker to remit to the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or

          (iv) to the extent the Share Withholding Method is not otherwise available at the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect to those Shares through the use of proceeds from a next day sale of the issued Shares, provided and only if (i) such a sale is permissible under the Corporation’s insider trading policies governing sales of Corporation shares and (ii) such transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Sarbanes-Oxley Act of 2002.

               (c) If any withholding event is other than the issuance of the Shares, or if the Corporation for any reason is unable to collect the applicable Withholding Taxes with

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respect to the issuance of the Shares through any of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such applicable Withholding Taxes.

               (d) Notwithstanding the foregoing provisions of this Section 8, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v).

               (e) Except as otherwise provided in Section 3, Section 6 or Section 8(b), the settlement of all Restricted Stock Units that vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share to avoid the issuance of a fractional share.

          9. Code Section 409A Limitations. Notwithstanding any provision in this Agreement to the contrary, should this Agreement be deemed a deferred compensation arrangement subject to Section 409A of the Code:

          - In no event shall the Shares that become issuable under this Agreement in connection with the Participant’s cessation of Employee status be actually issued, nor shall Participant have any right to the issuance of those Shares, prior to the date on which the Participant incurs a Separation from Service due to that cessation of Employee status

          - If the issuance date for the Shares is tied to the Participant’s Separation from Service in accordance with the applicable provisions of this Agreement or the Severance Agreement, then in no event will the Shares be issued (or such amounts be distributed) prior to the earlier of (i) the first day of the seventh (7th) month following the date of such Separation from Service or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Plan Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the Corporation, and such

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delayed commencement is otherwise required to avoid a prohibited distribution under Code Section 409A(a)(2). Upon the expiration of the applicable deferral period, the Shares shall be issued in a lump sum on the first day of the seventh (7th) month after the date of Participant’s Separation from Service, or if earlier, the first day of the month immediately following the date the Corporation receives proof of Participant’s death.

          In addition, it is the intent of the Corporation and the Participant that the provisions of this Agreement comply with all applicable requirements of Section 409A of the Code. Accordingly, to the extent there is any ambiguity as to whether one or more provisions of this Agreement would otherwise contravene the applicable requirements or limitations of Code Section 409A, then those provisions shall be interpreted and applied in a manner that does not result in a violation of the applicable requirements or limitations of Code Section 409A and the applicable Treasury Regulations thereunder.

          10. Deferred Release Date. Should the Restricted Stock Unit settlement date occur during any period Participant is under investigation by the Corporation for any act or transaction that might constitute grounds for termination for Misconduct, then those issued Shares and/or the net proceeds from any sale or sales of those Shares during such period (the gross sale proceeds less withholding taxes due the Corporation and broker commissions) will be held by the Corporation in escrow until such time as the investigation is satisfactorily completed. If it is determined that Participant has not engaged in any action or transaction that might constitute grounds for a termination for Misconduct. then the escrowed Shares and/or funds will be released to Participant, subject to the Corporation’s collection of all applicable Withholding Taxes not otherwise previously collected, as soon as administratively practicable following the completion of the investigation, but in no event later than the close of the calendar year in which such determination is made. If it is determined that the Participant has engaged in any act or transaction that constitutes grounds for termination for Misconduct, then Participant shall cease to have any further right, title or interest in the escrowed Shares and/or funds, and those Shares and funds shall be returned to the Corporation.

          11. Securities Law Compliance. The Corporation shall use its reasonable commercial efforts to assure that all Shares issued pursuant to this Agreement are registered under the federal securities laws. However, no Shares will be issued pursuant to this Award if such issuance would otherwise constitute a violation of any applicable federal or state securities laws or regulations or the requirements of any Stock Exchange on which the Common Stock may then be listed. The inability of the Corporation to obtain approval from any regulatory body having authority deemed by the Corporation to be necessary to the lawful issuance of any Shares hereunder shall defer the Corporation’s obligation with respect to the issuance of such Shares until such approval shall have been obtained.

          12. Transfer Restriction. None of the issued Shares may be sold or transferred in contravention of (i) any market blackout periods the Corporation may impose from time to time or (ii) the Corporation’s insider trading policies to the extent applicable to you from time to time.

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          13. Parachute Payment . In the event the accelerated vesting and issuance of the Shares subject to this Award would otherwise constitute a parachute payment under Code Section 280G, then the applicable parachute payment provisions of the Severance Agreement shall govern the Participant’s rights and entitlements.

          14. Notice. Any notice to be given or delivered to the Corporation relating to this Agreement shall be in writing and addressed to the Corporation at its principal corporate offices. Any notice to be given or delivered to Participant relating to this Agreement shall be in writing and addressed to Participant at the address indicated below his or her signature line on the last page of this Agreement or such other address of which Participant may later advise the Corporation in writing. All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified.

          15. Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and upon Participant and the legal representatives, heirs and the legatees of his or her estate.

          16. Construction. This Agreement and the Award evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. The Plan Administrator shall have the discretionary authority to interpret and construe any term or provision of the Plan or this Agreement, and such interpretation shall be binding on all persons having an interest in the Award.

          17. Governing Law. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of California without resort to that State’s conflict-of-laws rules.

          18. At Will Employment. Nothing in this Agreement or the Award shall provide Participant with any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way Participant’s right or the right of the Corporation to terminate Participant’s Service at any time for any reason, with or without cause, or for no reason.

          19. Mandatory Arbitration. ANY AND ALL DISPUTES OR CONTROVERSIES BETWEEN PARTICIPANT AND THE CORPORATION ARISING OUT OF, RELATING TO OR OTHERWISE CONNECTED WITH THIS AGREEMENT OR THE AWARD OF RESTRICTED STOCK UNITS EVIDENCED HEREBY OR THE VALIDITY, CONSTRUCTION, PERFORMANCE OR TERMINATION OF THIS AGREEMENT SHALL BE SETTLED EXCLUSIVELY BY BINDING ARBITRATION TO BE HELD IN THE COUNTY IN WHICH PARTICIPANT IS (OR HAS MOST RECENTLY BEEN) EMPLOYED BY THE CORPORATION (OR ANY PARENT OR SUBSIDIARY) AT THE TIME OF SUCH ARBITRATION. THE ARBITRATION PROCEEDINGS SHALL BE GOVERNED BY (i) THE NATIONAL RULES FOR THE RESOLUTION OF EMPLOYMENT DISPUTES THEN IN EFFECT OF THE AMERICAN ARBITRATION ASSOCIATION AND (ii) THE FEDERAL ARBITRATION ACT. THE ARBITRATOR SHALL HAVE THE SAME, BUT NO GREATER,

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REMEDIAL AUTHORITY AS WOULD A COURT HEARING THE SAME DISPUTE. THE DECISION OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE AND BINDING ON THE PARTIES TO THE ARBITRATION AND SHALL BE IN LIEU OF THE RIGHTS THOSE PARTIES MAY OTHERWISE HAVE TO A JURY TRIAL; PROVIDED, HOWEVER, THAT SUCH DECISION SHALL BE SUBJECT TO CORRECTION, CONFIRMATION OR VACATION IN ACCORDANCE WITH THE PROVISIONS AND STANDARDS OF APPLICABLE LAW GOVERNING THE JUDICIAL REVIEW OF ARBITRATION AWARDS. THE PREVAILING PARTY IN SUCH ARBITRATION, AS DETERMINED BY THE ARBITRATOR, AND IN ANY ENFORCEMENT OR OTHER COURT PROCEEDINGS, SHALL BE ENTITLED, TO THE EXTENT PERMITTED BY LAW, TO REIMBURSEMENT FROM THE OTHER PARTY FOR ALL OF THE PREVAILING PARTY’S COSTS, EXPENSES AND ATTORNEY’S FEES. HOWEVER, THE ARBITRATOR’S COMPENSATION AND OTHER FEES AND COSTS UNIQUE TO ARBITRATION SHALL IN ALL EVENTS BE PAID BY THE CORPORATION. JUDGMENT SHALL BE ENTERED ON THE ARBITRATOR’S DECISION IN ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER OF SUCH DISPUTE OR CONTROVERSY. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY IN AN APPROPRIATE MATTER APPLY TO A COURT PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1281.8, OR ANY COMPARABLE STATUTORY PROVISION OR COMMON LAW PRINCIPLE, FOR PROVISIONAL RELIEF, INCLUDING A TEMPORARY RESTRAINING ORDER OR A PRELIMINARY INJUNCTION. TO THE EXTENT PERMITTED BY LAW, THE PROCEEDINGS AND RESULTS, INCLUDING THE ARBITRATOR’S DECISION, SHALL BE KEPT CONFIDENTIAL.

          20. Electronic Delivery. The Corporation may, in its sole discretion, decide to deliver any document related to the Award, the Plan or future awards that may be granted under the Plan by electronic means, and Participant hereby consents to receive such documents by electronic delivery.

          21. Remaining Terms. The remaining terms and conditions of this Award are governed by the Plan, and this Award is also subject to all interpretations, amendments, rules and regulations that may from time to time be adopted under the Plan. The official prospectus summarizing the principal features of the Plan and the restricted stock units issuable under the Plan is available for review on the Corporation’s website at http://finbu.broadcom.com/stock/default.aspx. In the event of any conflict between the provisions of this Agreement and those of the Plan, the provisions of the Plan shall be controlling. In the event of any conflict between the provisions of this Agreement and those of the Severance Agreement, the provisions of the Severance Agreement shall be controlling. Provisions of the Plan that confer discretionary authority on the Board or the Plan Administrator do not (and shall not be deemed to) confer in Participant any rights, except to the extent such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Plan Administrator expressly conferred by appropriate action after the date hereof.

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          IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first indicated above.

BROADCOM CORPORATION

By:

Title:

PARTICIPANT

Signature:

Name:

Address:

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APPENDIX A

DEFINITIONS

          The following definitions shall be in effect under the Agreement:

          A. Agreement shall mean this Restricted Stock Unit Issuance Agreement.

          B. Award shall mean the award of Restricted Stock Units made to the Participant pursuant to the terms of this Agreement.

          C. Award Date shall mean the date the Restricted Stock Units are awarded to Participant pursuant to the Agreement and shall be the date indicated in Section 1 of the Agreement.

          D. Board shall mean the Corporation’s Board of Directors.

          E. Change in Control shall mean a change in ownership or control of the Corporation effected through any of the following transactions:

          (i) a shareholder-approved merger, consolidation or other reorganization, unless securities representing more than fifty percent (50%) of the total combined voting power of the outstanding securities of the successor corporation are immediately after such transaction, beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned Broadcom’s outstanding voting securities immediately prior to such transaction,

          (ii) a shareholder-approved sale, transfer or other disposition of all or substantially all of Broadcom’s assets,

          (iii) the closing of any transaction or series of related transactions pursuant to which any person or any group of persons comprising a “group” within the meaning of Rule 13d-5(b)(1) of the 1934 Act, other than Broadcom or a person that, prior to such transaction or series of related transactions, directly or indirectly controls, is controlled by or is under common control with, Broadcom, becomes directly or indirectly (whether as a result of a single acquisition or by reason of one or more acquisitions within the twelve (12)-month period ending with the most recent acquisition) the beneficial owner (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing (or convertible into or exercisable for securities possessing) more than fifty percent (50%) of the total combined voting power of Broadcom’s securities (as measured in terms of the power to vote with respect to the election of Board members) outstanding immediately after the consummation of such transaction or series of related

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transactions, whether the transaction or transactions involve a direct issuance from Broadcom or the acquisition of outstanding securities held by one or more of Broadcom’s existing shareholders, or

          (iv) a change in the composition of the Board over a period of twenty-four (24) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the time the Board approved such election or nomination; provided, however, that solely for purposes of determining whether a permissible Section 409A distribution can be made under Section 6(d) in connection with such Change in Control event, the period for measuring a change in the composition of the Board shall be limited to a period of twelve (12) consecutive months or less;

          Provided, however, that if this Agreement is deemed to constitute a deferred compensation arrangement for purposes of Code Section 409A, then for purposes of any circumstances in which a Change in Control constitutes a payment date or settlement date with respect to the Restricted Stock Units subject hereto, including without limitation, pursuant to Section 6(d) above, the foregoing shall only constitute a Change in Control to the extent that such transaction(s) also constitute a “change in control event” within the meaning of Code Section 409A.

          F. Code shall mean the Internal Revenue Code of 1986, as amended.

          G. Common Stock shall mean shares of the Corporation’s Class A common stock.

          H. Corporation shall mean Broadcom Corporation, a California corporation, and any successor corporation to all or substantially all of the assets or voting stock of Broadcom Corporation that shall by appropriate action adopt the Plan.

          I. Employee shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance.

          J. Fair Market Value per share of Common Stock on any relevant date shall be determined in accordance with the following provisions:

          (i) If the Common Stock is at the time traded on the Nasdaq Global Select Market (or the Nasdaq Global Market), then the Fair Market Value shall be the closing selling price per share of Common Stock at the close of regular trading hours (i.e. before after-hours trading begins) on the Nasdaq Global

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Select Market (or the Nasdaq Global Market) on the date in question, as such price is reported by the Nasdaq Global Select Market (or the Nasdaq Global Market) either as reported on the Nasdaq website (www.nasdaq.com), or otherwise. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.

          (ii) If the Common Stock is at the time listed on any other Stock Exchange, the then Fair Market Value shall be the closing selling price per share of Common Stock at the close of regular hours trading (i.e., before after-hours trading begins) on the date in question on the Stock Exchange determined by the Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no closing selling price for the Common Stock on the date in question, the then Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.

          L. Family Members shall mean, with respect to the Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law.

          M. Misconduct shall mean the commission of any act of fraud, embezzlement or dishonesty by the Participant, any unauthorized use or disclosure by the Participant of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconduct by the Participant adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not in any way preclude or restrict the right of the Corporation (or any Parent or Subsidiary) to discharge or dismiss the Participant or any other person in the Service of the Corporation (or any Parent or Subsidiary) for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of the Plan or this Agreement, to constitute grounds for termination for Misconduct.

          N. 1934 Act shall mean the Securities Exchange Act of 1934, as amended from time to time.

          O. Participant shall mean the person to whom the Award is made pursuant to the Agreement.

          P. Parent shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

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          Q. Plan shall mean the Corporation’s 1998 Stock Incentive Plan, as amended and restated from time to time.

          R. Plan Administrator shall mean either the Board or a committee of the Board acting in its capacity as administrator of the Plan.

          S. Separation from Service shall mean a “separation from service” from the Corporation (within the meaning of Section 409A of the Code).

          T. Service shall mean the Participant’s performance of services for the Corporation (or any Parent or Subsidiary) in the capacity of an Employee, a non-employee member of the board of directors or a consultant or independent advisor. For purposes of this Agreement, Participant shall be deemed to cease Service immediately upon the occurrence of either of the following events: (i) Participant no longer performs services in any of the foregoing capacities for the Corporation (or any Parent or Subsidiary), other than due to a leave of absence approved by the Corporation or (ii) the entity for which Participant performs such services ceases to remain a Parent or Subsidiary of the Corporation, even though Participant may subsequently continue to perform services for that entity; provided, however, that except to the extent otherwise required by law or expressly authorized by the Plan Administrator or by the Corporation’s written policy on leaves of absence, no Service credit shall be given for vesting purposes for any period during which the Participant is on a leave of absence.

          U. Stock Exchange shall mean the American Stock Exchange, the Nasdaq Global or Global Select Market or the New York Stock Exchange.

          V. Subsidiary shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

          W. Withholding Taxes shall mean the federal, state and local income taxes and the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the issuance of the shares of Common Stock to which the Participant becomes entitled under this Agreement or any other consideration that becomes payable to Participant with respect to those shares.

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EX-10.20

Exhibit 10.20

CLIFF-YEAR VESTING
OFFICER SEVERANCE PROGRAM PARTICIPANT

BROADCOM CORPORATION
RESTRICTED STOCK UNIT ISSUANCE AGREEMENT

RECITALS

          A. The Board has adopted the Plan for the purpose of retaining the services of selected Employees and consultants and other independent advisors who provide services to the Corporation (or any Parent or Subsidiary).

          B. Participant is to render valuable services to the Corporation (or a Parent or Subsidiary), and this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the Corporation’s issuance of shares of Common Stock to the Participant under the Stock Issuance Program.

          C. All capitalized terms in this Agreement shall have the meaning assigned to them in the attached Appendix A.

  NOW, THEREFORE, it is hereby agreed as follows:

          1. Grant of Restricted Stock Units. The Corporation hereby awards to the Participant, as of the Award Date, Restricted Stock Units under the Plan. Each Restricted Stock Unit represents the right to receive one share of Common Stock (or, as applicable, the cash equivalent of one share of Common Stock) on the vesting date specified for that unit in accordance with the express provisions of this Agreement. The number of shares of Common Stock subject to the awarded Restricted Stock Units, the applicable vesting schedule for those shares, the date or dates on which those vested shares shall become issuable to Participant and the remaining terms and conditions governing the award (the “Award”) shall be as set forth in this Agreement.

AWARD SUMMARY

Participant:	________________________________
Award Date:	______________________, 20___
Vesting Commencement Date	______________________, 20___ (the “Vesting Commencement Date”)
Number of Shares Subject to Award:	______________ shares of Common Stock (the “Shares”)
Vesting Schedule:	The Shares shall vest upon the Participant’s continuation in Service through the end of the three (3)-year period measured from the Vesting Commencement Date (the “Required Service Period”). However, the Shares may vest in whole or in part on an accelerated basis in accordance

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with the provisions of Sections 3 and 6 of this Agreement. The Required Service Period may also be extended in connection with certain leaves of absence or changes in Employee status, as set forth and subject to the limitations contained in Section 4 of this Agreement.

Issuance Schedule:

Subject to the delayed issuance provisions of Section 9 of this Agreement (to the extent applicable), the Shares to which the Participant becomes entitled upon continuation in Service through the completion of the Required Service Period shall be issued upon the completion of such period or as soon thereafter as administratively practicable, but in no event later than thirty (30) days after the completion of such period. Any Restricted Stock Units which vest on an accelerated basis pursuant to Section 3 or 6 of this Agreement shall be settled in accordance with the applicable provisions of such section. The Corporation shall in all instances collect the applicable Withholding Taxes with respect to the issued Shares pursuant to the procedures set forth in Section 8 of this Agreement.

          2. Limited Transferability. Prior to actual receipt of the Shares that become issuable (or cash that becomes payable, if applicable) hereunder, the Participant may not transfer any interest in the Award or the underlying Shares or pledge or otherwise hedge the sale of those Shares, including (without limitation) any short sale or any acquisition or disposition of any put or call option or other instrument tied to the value of those Shares. Any attempt by the Participant to do so will result in an immediate forfeiture of all of the Restricted Stock Units awarded to the Participant hereunder. Any Shares that vest (or cash that becomes payable, if applicable) hereunder but which otherwise remain unissued (or unpaid) at the time of the Participant’s death may be transferred pursuant to the provisions of the Participant’s will or the laws of inheritance or to the Participant’s designated beneficiary or beneficiaries of this Award. The Participant may also direct the Corporation to immediately re-issue the stock certificates for any Shares that in fact vest and become issuable to Participant under the Award during his or her lifetime to one or more designated Family Members or a trust established for the Participant and/or his or her Family Members. The Participant may make such a beneficiary designation or certificate directive at any time by filing the appropriate form with the Plan Administrator or its designee.

          3. Cessation of Service.

               (a) Except as otherwise provided in this Section 3 or Section 6 below, should the Participant cease Service for any reason prior to the completion of the Required Service Period, then this Award will be immediately cancelled with respect to all Shares subject to this Award. Except as otherwise provided in this Section 3 or Section 6 below, Service for only a portion of the Required Service Period, even if a substantial portion, will not entitle Participant to any proportionate vesting or avoid or mitigate the cancellation and forfeiture of the Restricted Stock Units that will occur upon the termination of Participant’s Service prior to the completion of the Required Service Period. Upon the cancellation of one more Restricted Stock

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CLIFF-YEAR VESTING
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Units, the Participant shall cease to have any right or entitlement to receive any Shares or other payment under those cancelled units.

               (b) The Participant is also a participant in the Corporation’s special officer severance program pursuant to the terms of the letter agreement and appendix between the Corporation and the Participant (the “Severance Agreement”). The Severance Agreement sets forth certain terms and conditions under which the Participant’s equity or equity-based awards from the Corporation, including this Award, may vest in whole or in part on an accelerated basis in connection with the Participant’s cessation of Employee status under various specified circumstances. The Severance Agreement also sets forth the date or dates on which the shares of Common Stock subject to the awards that vest on such an accelerated basis, including the Shares subject to this Award, are to be issued, subject to certain required delays as set forth in the Severance Agreement. The terms and provisions of the Severance Agreement, as they apply to this Award, are hereby incorporated by reference into this Agreement and shall have the same force and effect as if expressly set forth in this Agreement.

               (c) The following special vesting acceleration provisions shall be in effect for this Award and the underlying Shares to the extent the various vesting acceleration provisions applicable to this Award pursuant to the terms and conditions of the Severance Agreement incorporated herein would not otherwise result in the accelerated vesting of the Award and the underlying Shares under the terms and conditions set forth below:

               (i) If (A) Participant’s Employee status is terminated by the Corporation without Cause other than in connection with a Reduction in Force prior to the completion of the Required Service Period and (B) Participant delivers his or her required Release to the Corporation within twenty-one (21) days after the date of such termination (or within forty-five (45) days after such termination date, to the extent such longer period is required under applicable law) and that Release becomes effective in accordance with applicable law, then Participant shall vest in fifty percent (50%) of the number of Restricted Stock Units subject to this Award in which the Participant would have otherwise been vested at the time of such termination had the Restricted Stock Units vested in successive equal quarterly installments over the three (3)-year period measured from the Vesting Commencement Date; provided, however, that unless otherwise determined by the Plan Administrator in its sole discretion, the number of vested Restricted Stock Units so calculated shall be reduced, pursuant to the provisions of Section 4 of this Agreement, to the extent Participant is not entitled to Service-vesting credit for any authorized leave of absence during the period commencing with the Vesting Commencement Date and, provided, further, that notwithstanding anything contained to the contrary herein, in the event that any Restricted Stock Units vest pursuant to this Section 3(c)(i), such Restricted Stock Units shall be settled in cash or cash equivalents in an amount determined by multiplying the number of Restricted Stock Units so vested by the Fair Market Value of a share of Common Stock on the applicable termination date, which amount shall, subject to Section 9 below, be paid to Participant on the sixtieth (60^th) day following Participant’s Separation from Service, subject to the foregoing conditions.

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CLIFF-YEAR VESTING
OFFICER SEVERANCE PROGRAM PARTICIPANT

               (ii) If (A) Participant’s Employee status is terminated by the Corporation without Cause in connection with a Reduction in Force prior to the completion of the Required Service Period and (B) Participant delivers his or her required Release to the Corporation within twenty-one (21) days after the date of such termination (or within forty-five (45) days after such termination date, to the extent such longer period is required under applicable law) and that Release becomes effective in accordance with applicable law, then Participant shall vest in the number of Restricted Stock Units subject to this Award (and the underlying Shares) in which the Participant would have otherwise been vested at the time of such termination had the Restricted Stock Units vested in successive equal quarterly installments over the three (3)-year period measured from the Vesting Commencement Date; provided, however, that unless otherwise determined by the Plan Administrator in its sole discretion, the number of vested Restricted Stock Units so calculated shall be reduced, pursuant to the provisions of Section 4 of this Agreement, to the extent Participant is not entitled to Service-vesting credit for any authorized leave of absence during the period commencing with the Vesting Commencement Date and, provided, further, that notwithstanding anything contained to the contrary herein, in the event that any Restricted Stock Units vest pursuant to this Section 3(c)(ii), such Restricted Stock Units shall be settled in cash or cash equivalents in an amount determined by multiplying the number of Restricted Stock Units so vested by the Fair Market Value of a share of Common Stock on the applicable termination date, which amount shall, subject to Section 9 below, be paid to Participant on the sixtieth (60^th) day following Participant’s Separation from Service, subject to the foregoing conditions.

               (d) In no event, however, shall the number of Restricted Stock Units that vest on an accelerated basis in accordance with Section 3(c) exceed the number of unvested Restricted Stock Units subject to this Award immediately prior to the date of Participant’s termination of Employee status.

               (e) In the event that Participant’s Employee status terminates prior to vesting in all the Shares due to his or her death or Disability, then the applicable death and Disability provisions of the Severance Agreement shall govern the Participant’s rights and entitlements.

          4. Leaves of Absence/Change of Employee Status. Participant shall not be deemed to have ceased Service while on a leave of absence authorized by the Corporation, except to the extent otherwise provided in the Appendix to this Agreement with respect to the date on which Participant is deemed to have a Separation from Service. However, the date on which the Required Service Period would otherwise be completed pursuant to the provisions of Section 1 (and the corresponding settlement date of the Restricted Stock Units) and the number of Restricted Stock Units that might otherwise vest on an accelerated basis under Section 3(c) may each be affected by such leave of absence. Accordingly, the Required Service Period under Section 1 may be extended (and the corresponding settlement date delayed) should Participant be absent from active Service by reason of such leave and, subject to the discretion reserved to the Plan Administrator under Section 3, the number of Restricted Stock Units that vest on an accelerated basis under Section 3(c) may be reduced to the extent the Participant is not eligible for Service-vesting credit during the period of that leave and any Restricted Stock Units that do

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CLIFF-YEAR VESTING
OFFICER SEVERANCE PROGRAM PARTICIPANT

not vest shall terminate and be forfeited by Participant. In addition, a change in Participant’s Employee status from full-time or part-time may also result in similar adjustments to the Required Service Period under Section 1 and the vesting provisions of Section 3(c), to the extent such change in status results in a slower rate of vesting accrual. The actual effect that a leave of absence or change in Employee status may have upon the Required Service Period and the vesting of Restricted Stock Units subject to this Award will be determined by the Corporation’s policies governing those subjects that are in effect at the time. Notwithstanding anything to the contrary herein, the Required Service Period shall only be extended in accordance with this Section 4 (and the Restricted Stock Unit settlement date correspondingly delayed) to the extent that any delayed vesting and settlement will not require Participant to include in income under Code Section 409A amounts payable in respect of the Restricted Stock Units. In the event that any extension of the Required Service Period (and corresponding delay in settlement of the Restricted Stock Units) that would apply under this Section 4 is limited in accordance with the preceding sentence, any Restricted Stock Units that would have vested and been settled during any disallowed portion of an extended Required Service Period but for such limitation shall, as determined in the sole discretion of the Plan Administrator, either (i) vest and be settled prior to the expiration of the Required Service Period (as may be extended in accordance with this Section 4), or (ii) terminate and be forfeited by Participant.

          5. Shareholder Rights.

               (a) The Restricted Stock Units subject to this Award do not impose any fiduciary obligations upon the Corporation and create only a contractual obligation on the part of the Corporation to issue the Shares that vest in accordance with the express terms of this Agreement. The Restricted Stock Units shall not be treated as property or as a trust fund of any kind.

               (b) Participant shall not have any shareholder rights, including voting, dividend or liquidation rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares upon their actual issuance following the Corporation’s collection of the applicable Withholding Taxes.

               (c) Except as otherwise provided in Section 7, no adjustments will made to this Award for dividends or other shareholder distributions for which the record date is prior to the date Participant becomes the record holder of the Shares subject to this Award.

          6. Change of Control.

               (a) Any Restricted Stock Units subject to this Award at the time of a Change in Control may be assumed by the successor entity or otherwise continued in full force and effect or may be replaced with a cash retention program of the successor entity that preserves the Fair Market Value (at the time of the Change in Control) of the unvested shares of Common Stock subject to the Award and provides for the subsequent vesting and payout of that value in accordance with the same vesting and issuance schedules applicable to the Award. In the event of such assumption or continuation of this Award or such replacement of the Award with a cash

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CLIFF-YEAR VESTING
OFFICER SEVERANCE PROGRAM PARTICIPANT

retention program, no accelerated vesting of the Restricted Stock Units or the underlying Shares shall occur at the time of the Change in Control.

              (b) In the event this Award is assumed or otherwise continued in effect, the Restricted Stock Units subject to the Award shall be adjusted immediately after the consummation of the Change in Control so as to apply to the number and class of securities into which the Shares subject to those units immediately prior to the Change in Control would have been converted in consummation of that Change in Control had those Shares actually been issued and outstanding at that time. To the extent the actual holders of the outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or parent entity) may, in connection with the assumption or continuation of the Restricted Stock Units subject to the Award at that time, substitute one or more shares of its own common stock with a fair market value equal to the cash consideration paid per share of Common Stock in the Change in Control transaction, provided the substituted common stock is readily tradable on an established U.S. securities exchange or market.

               (c) Any Restricted Stock Units that are assumed or otherwise continued in effect in connection with a Change in Control or replaced with a cash retention program under Section 6(a) shall be subject to accelerated vesting in accordance with the applicable terms and conditions of the Severance Agreement incorporated herein.

               (d) If Participant’s Employee status continues until the Change in Control and the Restricted Stock Units subject to this Award at the time of the Change in Control are not assumed or otherwise continued in effect or replaced with a cash retention program in accordance with Section 6(a), then those units will vest immediately prior to the closing of the Change in Control. The Shares subject to those vested units shall be converted into the right to receive the same consideration per share of Common Stock payable to the other shareholders of the Corporation in consummation of that Change in Control, and such consideration per Share shall be distributed to Participant upon such Change in Control or at such later time or times as the consideration is paid to the other holders of Common Stock in connection with the Change in Control, but only to the extent that any such delayed payments will not require Participant to include amounts payable in respect of the Restricted Stock Units in income under Code Section 409A.

               (e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

          7. Adjustment in Shares. Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares, spin-off transaction or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration, or should the value of outstanding shares of Common Stock be substantially reduced as a result of a spin-off transaction or an extraordinary dividend or distribution, or should there occur any merger, consolidation or

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CLIFF-YEAR VESTING
OFFICER SEVERANCE PROGRAM PARTICIPANT

other reorganization, then equitable adjustments shall be made by the Plan Administrator to the total number and/or class of securities issuable pursuant to this Award. The adjustments shall be made by the Plan Administrator in such manner as the Plan Administrator deems appropriate to reflect such change, and those adjustments shall be final, binding and conclusive. In the event of a Change in Control, the provisions of Section 6 shall be controlling.

          8. Issuance of Shares of Common Stock.

               (a) Except as otherwise provided in Section 6(d), on any applicable date that Shares are to be issued pursuant to this Agreement, the Corporation shall issue to or on behalf of Participant a certificate (which may be in electronic form) for the vested shares of Common Stock to be issued on that date.

               (b) The applicable Withholding Taxes with respect to the issued Shares or any other consideration distributed to Participant shall be collected from Participant as and when such taxes become due. Participant may, with respect to the issued Shares, satisfy the applicable Withholding Taxes through one or more of the following methods:

          (i) The delivery of a separate check payable to the Corporation;

          (ii) if and to the extent expressly authorized by the Plan Administrator at the time, through a share withholding procedure, pursuant to which the Corporation will automatically withhold, immediately upon the issuance of the Shares, a portion of those Shares with a Fair Market Value (measured as of the issuance date) equal to the amount of such Withholding Taxes (the “Share Withholding Method”); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant will be notified (either in writing or through electronic transmission) of the time or times when the Share Withholding Method will actually be available with respect to one or more vested Shares that become issuable under this Agreement (such notification will also set forth the procedures authorized and established by the Plan Administrator for such purpose);

          (iii) irrevocable instructions given by Participant to a broker to remit to the Corporation cash, in an amount equal to such Withholding Taxes, from a previously established account Participant maintains with such broker; or

          (iv) to the extent the Share Withholding Method is not otherwise available at the time one or more vested Shares become issuable, Participant may also satisfy the applicable Withholding Taxes with respect to those Shares through the use of proceeds from a next day sale of the issued Shares, provided and only if (i) such a sale is permissible under the Corporation’s

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CLIFF-YEAR VESTING
OFFICER SEVERANCE PROGRAM PARTICIPANT

insider trading policies governing sales of Corporation shares and (ii) such transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Sarbanes-Oxley Act of 2002.

               (c) If any withholding event is other than the issuance of the Shares, or if the Corporation for any reason is unable to collect the applicable Withholding Taxes with respect to the issuance of the Shares through any of the foregoing collection procedures specified in this Section 8, then the Corporation shall be entitled to require Participant to make a cash payment and/or to deduct from other compensation payable to him or her the amount of such applicable Withholding Taxes.

               (d) Notwithstanding the foregoing provisions of this Section 8, the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the vesting of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the Shares or other amounts vest hereunder. Accordingly, to the extent the issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest hereunder, the Participant shall, on or before the last business day of the calendar year in which the Shares or other amounts vest, deliver to the Corporation a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Section 8(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v).

               (e) Except as otherwise provided in Section 3, Section 6 or Section 8(b), the settlement of all Restricted Stock Units that vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share to avoid the issuance of a fractional share.

          9. Code Section 409A Limitations. Notwithstanding any provision in this Agreement to the contrary, should this Agreement be deemed a deferred compensation arrangement subject to Section 409A of the Code:

          - In no event shall the Shares that become issuable (or cash that becomes payable) under this Agreement in connection with the Participant’s cessation of Employee status be actually issued (or paid), nor shall Participant have any right to the issuance of those Shares (or payment), prior to the date on which the Participant incurs a Separation from Service due to that cessation of Employee status.

          - If the issuance date for the Shares (or the cash payment date) is tied to the Participant’s Separation from Service in accordance with the applicable provisions of this Agreement, then in no event will the Shares be

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issued (or such amounts be distributed) prior to the earlier of (i) the first day of the seventh (7th) month following the date of such Separation from Service or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Plan Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the Corporation, and such delayed commencement is otherwise required to avoid a prohibited distribution under Code Section 409A(a)(2). Upon the expiration of the applicable deferral period, the Shares shall be issued (or cash paid) in a lump sum on the first day of the seventh (7th) month after the date of Participant’s Separation from Service, or if earlier, the first day of the month immediately following the date the Corporation receives proof of Participant’s death.

          In addition, it is the intent of the Corporation and the Participant that the provisions of this Agreement comply with all applicable requirements of Section 409A of the Code. Accordingly, to the extent there is any ambiguity as to whether one or more provisions of this Agreement would otherwise contravene the applicable requirements or limitations of Code Section 409A, then those provisions shall be interpreted and applied in a manner that does not result in a violation of the applicable requirements or limitations of Code Section 409A and the applicable Treasury Regulations thereunder.

          10. Deferred Release Date. Should the applicable Restricted Stock Units settlement date occur during any period Participant is under investigation by the Corporation for any act or transaction that might constitute grounds for termination for Cause, then any cash payments, issued Shares and/or the net proceeds from any sale or sales of those Shares during such period (the gross sale proceeds less withholding taxes due the Corporation and broker commissions) will be held by the Corporation in escrow until such time as the investigation is satisfactorily completed. If it is determined that Participant has not engaged in any action or transaction that might constitute grounds for a termination for Cause, then the escrowed Shares and/or funds will be released to Participant, subject to the Corporation’s collection of all applicable Withholding Taxes not otherwise previously collected, as soon as administratively practicable following the completion of the investigation, but in no event later than the close of the calendar year in which such determination is made. If it is determined that the Participant has engaged in any act or transaction that constitutes grounds for termination for Cause, then Participant shall cease to have any further right, title or interest in the escrowed Shares and/or funds, and those Shares and funds shall be returned to the Corporation.

          11. Securities Law Compliance. The Corporation shall use its reasonable commercial efforts to assure that all Shares issued pursuant to this Agreement are registered under the federal securities laws. However, no Shares will be issued pursuant to this Award if such issuance would otherwise constitute a violation of any applicable federal or state securities laws or regulations or the requirements of any Stock Exchange on which the Common Stock may then be listed. The inability of the Corporation to obtain approval from any regulatory body having authority deemed by the Corporation to be necessary to the lawful issuance of any Shares

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hereunder shall defer the Corporation’s obligation with respect to the issuance of such Shares until such approval shall have been obtained.

          12. Transfer Restriction. None of the issued Shares may be sold or transferred in contravention of (i) any market blackout periods the Corporation may impose from time to time or (ii) the Corporation’s insider trading policies to the extent applicable to you from time to time.

          13. Parachute Payment. In the event the accelerated vesting and issuance of the Shares subject to this Award would otherwise constitute a parachute payment under Code Section 280G, then the applicable parachute payment provisions of the Severance Agreement shall govern the Participant’s rights and entitlements.

          14. Notice. Any notice to be given or delivered to the Corporation relating to this Agreement shall be in writing and addressed to the Corporation at its principal corporate offices. Any notice to be given or delivered to Participant relating to this Agreement shall be in writing and addressed to Participant at the address indicated below his or her signature line on the last page of this Agreement or such other address of which Participant may later advise the Corporation in writing. All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified.

          15. Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and upon Participant and the legal representatives, heirs and the legatees of his or her estate.

          16. Construction. This Agreement and the Award evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. The Plan Administrator shall have the discretionary authority to interpret and construe any term or provision of the Plan or this Agreement, and such interpretation shall be binding on all persons having an interest in the Award.

          17. Governing Law. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of California without resort to that State’s conflict-of-laws rules.

          18. At Will Employment. Nothing in this Agreement or the Award shall provide Participant with any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way Participant’s right or the right of the Corporation to terminate Participant’s Service at any time for any reason, with or without cause, or for no reason.

          19. Mandatory Arbitration. ANY AND ALL DISPUTES OR CONTROVERSIES BETWEEN PARTICIPANT AND THE CORPORATION ARISING OUT OF, RELATING TO OR OTHERWISE CONNECTED WITH THIS AGREEMENT OR THE AWARD OF RESTRICTED STOCK UNITS EVIDENCED HEREBY OR THE VALIDITY, CONSTRUCTION, PERFORMANCE OR TERMINATION OF THIS

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AGREEMENT SHALL BE SETTLED EXCLUSIVELY BY BINDING ARBITRATION TO BE HELD IN THE COUNTY IN WHICH PARTICIPANT IS (OR HAS MOST RECENTLY BEEN) EMPLOYED BY THE CORPORATION (OR ANY PARENT OR SUBSIDIARY) AT THE TIME OF SUCH ARBITRATION. THE ARBITRATION PROCEEDINGS SHALL BE GOVERNED BY (i) THE NATIONAL RULES FOR THE RESOLUTION OF EMPLOYMENT DISPUTES THEN IN EFFECT OF THE AMERICAN ARBITRATION ASSOCIATION AND (ii) THE FEDERAL ARBITRATION ACT. THE ARBITRATOR SHALL HAVE THE SAME, BUT NO GREATER, REMEDIAL AUTHORITY AS WOULD A COURT HEARING THE SAME DISPUTE. THE DECISION OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE AND BINDING ON THE PARTIES TO THE ARBITRATION AND SHALL BE IN LIEU OF THE RIGHTS THOSE PARTIES MAY OTHERWISE HAVE TO A JURY TRIAL; PROVIDED, HOWEVER, THAT SUCH DECISION SHALL BE SUBJECT TO CORRECTION, CONFIRMATION OR VACATION IN ACCORDANCE WITH THE PROVISIONS AND STANDARDS OF APPLICABLE LAW GOVERNING THE JUDICIAL REVIEW OF ARBITRATION AWARDS. THE PREVAILING PARTY IN SUCH ARBITRATION, AS DETERMINED BY THE ARBITRATOR, AND IN ANY ENFORCEMENT OR OTHER COURT PROCEEDINGS, SHALL BE ENTITLED, TO THE EXTENT PERMITTED BY LAW, TO REIMBURSEMENT FROM THE OTHER PARTY FOR ALL OF THE PREVAILING PARTY’S COSTS, EXPENSES AND ATTORNEY’S FEES. HOWEVER, THE ARBITRATOR’S COMPENSATION AND OTHER FEES AND COSTS UNIQUE TO ARBITRATION SHALL IN ALL EVENTS BE PAID BY THE CORPORATION. JUDGMENT SHALL BE ENTERED ON THE ARBITRATOR’S DECISION IN ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER OF SUCH DISPUTE OR CONTROVERSY. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY IN AN APPROPRIATE MATTER APPLY TO A COURT PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1281.8, OR ANY COMPARABLE STATUTORY PROVISION OR COMMON LAW PRINCIPLE, FOR PROVISIONAL RELIEF, INCLUDING A TEMPORARY RESTRAINING ORDER OR A PRELIMINARY INJUNCTION. TO THE EXTENT PERMITTED BY LAW, THE PROCEEDINGS AND RESULTS, INCLUDING THE ARBITRATOR’S DECISION, SHALL BE KEPT CONFIDENTIAL.

          20. Electronic Delivery. The Corporation may, in its sole discretion, decide to deliver any document related to the Award, the Plan or future awards that may be granted under the Plan by electronic means, and Participant hereby consents to receive such documents by electronic delivery.

          21. Remaining Terms. The remaining terms and conditions of this Award are governed by the Plan, and this Award is also subject to all interpretations, amendments, rules and regulations that may from time to time be adopted under the Plan. The official prospectus summarizing the principal features of the Plan and the restricted stock units issuable under the Plan is available for review on the Corporation’s website at http://finbu.broadcom.com/stock/default.aspx. In the event of any conflict between the provisions of this Agreement and those of the Plan, the provisions of the Plan shall be

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controlling. In the event of any conflict between the provisions of this Agreement and those of the Severance Agreement, the provisions of the Severance Agreement shall be controlling. Provisions of the Plan that confer discretionary authority on the Board or the Plan Administrator do not (and shall not be deemed to) confer in Participant any rights, except to the extent such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Plan Administrator expressly conferred by appropriate action after the date hereof.

          IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first indicated above.

BROADCOM CORPORATION

By:

Title:

PARTICIPANT

Signature:

Name:

Address:

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APPENDIX A

DEFINITIONS

          The following definitions shall be in effect under the Agreement:

          A. Agreement shall mean this Restricted Stock Unit Issuance Agreement.

          B. Award shall mean the award of Restricted Stock Units made to the Participant pursuant to the terms of this Agreement.

          C. Award Date shall mean the date the Restricted Stock Units are awarded to Participant pursuant to the Agreement and shall be the date indicated in Section 1 of the Agreement.

          D. Board shall mean the Corporation’s Board of Directors.

          E. Cause shall mean the Participant’s commission of any one or more of the following acts: (i) willful damage to the property, business, business relationships, reputation or goodwill of the Corporation or any Parent or Subsidiary; (ii) commission of a felony or a misdemeanor involving moral turpitude; (iii) theft, dishonesty, fraud or embezzlement; (iv) willful violation of any rules or regulations of any governmental or regulatory body that is or is reasonably expected to be injurious to the Corporation or any Parent or Subsidiary; (v) the use of alcohol, narcotics or other controlled substances to the extent that Participant is prevented from efficiently performing services for the Corporation or any Parent or Subsidiary; (vi) willful injury to any other employee of the Corporation or any Parent or Subsidiary; (vii) willful injury to any person in the course of performance of services for the Corporation or any Parent or Subsidiary; (viii) disclosure to a competitor or other unauthorized persons of confidential or proprietary information or secrets of the Corporation or any Parent or Subsidiary or any other material breach of the provisions of the Confidentiality and Invention Assignment Agreement between the Participant and the Corporation; (ix) solicitation of business on behalf of a competitor or a potential competitor of the Corporation or any Parent or Subsidiary; (x) harassment of any other employee of the Corporation or any Parent or Subsidiary or the commission of any act that otherwise creates an offensive work environment for other employees of the Corporation or any Parent or Subsidiary; (xi) material breach of any of the terms of or policies in the Corporation’s Code of Ethics and Corporate Conduct; or (xii) failure for any reason within five (5) days after receipt by Participant of written notice thereof from the Corporation, to correct, cease or otherwise alter any insubordination, failure to comply with instructions, neglect of the material duties to be performed by Participant or other act or omission to act that in the opinion of the Corporation does or may adversely affect the business or operations of the Corporation or any Parent or Subsidiary.

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          F. Change in Control shall mean a change in ownership or control of the Corporation effected through any of the following transactions:

          (i) a shareholder-approved merger, consolidation or other reorganization, unless securities representing more than fifty percent (50%) of the total combined voting power of the outstanding securities of the successor corporation are immediately after such transaction, beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned Broadcom’s outstanding voting securities immediately prior to such transaction,

          (ii) a shareholder-approved sale, transfer or other disposition of all or substantially all of Broadcom’s assets,

          (iii) the closing of any transaction or series of related transactions pursuant to which any person or any group of persons comprising a “group” within the meaning of Rule 13d-5(b)(1) of the 1934 Act, other than Broadcom or a person that, prior to such transaction or series of related transactions, directly or indirectly controls, is controlled by or is under common control with, Broadcom, becomes directly or indirectly (whether as a result of a single acquisition or by reason of one or more acquisitions within the twelve (12)-month period ending with the most recent acquisition) the beneficial owner (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing (or convertible into or exercisable for securities possessing) more than fifty percent (50%) of the total combined voting power of Broadcom’s securities (as measured in terms of the power to vote with respect to the election of Board members) outstanding immediately after the consummation of such transaction or series of related transactions, whether the transaction or transactions involve a direct issuance from Broadcom or the acquisition of outstanding securities held by one or more of Broadcom’s existing shareholders, or

          (iv) a change in the composition of the Board over a period of twenty-four (24) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the time the Board approved such election or nomination; provided, however, that solely for purposes of determining whether a permissible Section 409A distribution can be made under Section 6(d) in connection with such Change in Control event, the period for measuring a change in the composition of the Board shall be limited to a period of twelve (12) consecutive months or less;

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          Provided, however, that if this Agreement is deemed to constitute a deferred compensation arrangement for purposes of Code Section 409A, then for purposes of any circumstances in which a Change in Control constitutes a payment or settlement date with respect to the Restricted Stock Units subject hereto, including without limitation, pursuant to Section 6(d) above, the foregoing shall only constitute a Change in Control to the extent that such transaction(s) also constitute a “change in control event” within the meaning of Code Section 409A.

          G. Code shall mean the Internal Revenue Code of 1986, as amended.

          H. Common Stock shall mean shares of the Corporation’s Class A common stock.

          I. Corporation shall mean Broadcom Corporation, a California corporation, and any successor corporation to all or substantially all of the assets or voting stock of Broadcom Corporation that shall by appropriate action adopt the Plan.

          J. Employee shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance.

          K. Fair Market Value per share of Common Stock on any relevant date shall be determined in accordance with the following provisions:

          (i) If the Common Stock is at the time traded on the Nasdaq Global Select Market (or the Nasdaq Global Market), then the Fair Market Value shall be the closing selling price per share of Common Stock at the close of regular trading hours (i.e. before after-hours trading begins) on the Nasdaq Global Select Market (or the Nasdaq Global Market) on the date in question, as such price is reported by the Nasdaq Global Select Market (or the Nasdaq Global Market) either as reported on the Nasdaq website (www.nasdaq.com), or otherwise. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.

          (ii) If the Common Stock is at the time listed on any other Stock Exchange, the then Fair Market Value shall be the closing selling price per share of Common Stock at the close of regular hours trading (i.e., before after-hours trading begins) on the date in question on the Stock Exchange determined by the Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no closing selling price for the Common Stock on the date in question, the then Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.

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          L. Family Members shall mean, with respect to the Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law.

          M. 1934 Act shall mean the Securities Exchange Act of 1934, as amended from time to time.

          N. Participant shall mean the person to whom the Award is made pursuant to the Agreement.

          O. Parent shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

          P. Plan shall mean the Corporation’s 1998 Stock Incentive Plan, as amended and restated from time to time.

          Q. Plan Administrator shall mean either the Board or a committee of the Board acting in its capacity as administrator of the Plan.

          R. Reduction in Force shall mean the Corporation’s unilateral layoff of Employees effected in connection with a restructuring, reorganization, down-sizing or elimination of one or more business units, departments, facilities or locations of the Corporation or any Parent or Subsidiary.

          S. Release shall mean the general waiver and release (in form satisfactory to the Corporation) of all claims against the Corporation, its affiliates and successors relating to or arising from the Participant’s period of Service with the Corporation (or any Parent or Subsidiary) and/or the termination of that Service relationship.

          T. Separation from Service shall mean a “separation from service” from the Corporation (within the meaning of Section 409A of the Code).

          U. Service shall mean the Participant’s performance of services for the Corporation (or any Parent or Subsidiary) in the capacity of an Employee, a non-employee member of the board of directors or a consultant or independent advisor. For purposes of this Agreement, Participant shall be deemed to cease Service immediately upon the occurrence of either of the following events: (i) Participant no longer performs services in any of the foregoing capacities for the Corporation (or any Parent or Subsidiary), other than due to a leave of absence approved by the Corporation or (ii) the entity for which Participant performs such services ceases to remain a Parent or Subsidiary of the Corporation, even though Participant may subsequently continue to

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perform services for that entity; provided, however, that except to the extent otherwise required by law or expressly authorized by the Plan Administrator or by the Corporation’s written policy on leaves of absence, no Service credit shall be given for vesting purposes for any period during which the Participant is on a leave of absence.

          V. Stock Exchange shall mean the American Stock Exchange, the Nasdaq Global or Global Select Market or the New York Stock Exchange.

          W. Subsidiary shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

          X. Withholding Taxes shall mean the federal, state and local income taxes and the employee portion of the federal, state and local employment taxes required to be withheld by the Corporation in connection with the issuance of the shares of Common Stock to which the Participant becomes entitled under this Agreement or any other consideration that becomes payable to Participant with respect to those shares.

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EX-10.36

Exhibit 10.36

SECOND AMENDMENT TO LEASE

(190 Mathilda Place, Sunnyvale, California)

          This SECOND AMENDMENT TO LEASE (this “Second Amendment”) is made and entered into as of the 15^th day of October 2010, by and between SPF MATHILDA, LLC, a Delaware limited liability company (“Landlord”), and BROADCOM CORPORATION, a California corporation (“Tenant”).

R E C I T A L S:

          A. Landlord’s predecessor in interest, M-D Downtown Sunnyvale, LLC, a Delaware limited liability company, and Tenant entered into that certain Lease Agreement dated as of May 18, 2000 (the “Original Lease”), as amended by that certain Amendment to Lease Agreement by and between Landlord’s predecessor in interest, 190 Mathilda Place, LLC, a California limited liability company, and Tenant, dated as of September 30, 2005 (the “First Amendment” and, together with the Original Lease, the “Lease”), whereby Landlord leases to Tenant and Tenant leases from Landlord those certain premises consisting of approximately 125,019 rentable square feet comprised of all of the rentable space (exclusive of the Phase I Garage) located in that certain office building located at 190 Mathilda Place, Sunnyvale, California 94086, as more particularly described in the Lease.

          B. Tenant and Landlord desire to make certain modifications to the Lease, and in connection therewith, Landlord and Tenant desire to amend the Lease as hereinafter provided.

A G R E E M E N T:

          NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

          1. Capitalized Terms. All capitalized terms when used herein shall have the same meanings as are given such terms in the Lease unless expressly superseded by the terms of this Second Amendment.

          2. Extension of the Term of the Lease. Pursuant to the Lease, the Term of the Lease is scheduled to expire on August 31, 2012. Landlord and Tenant hereby agree to extend the Term of the Lease for a period of one hundred two (102) months, from September 1, 2012 through February 28, 2021 (the “Extended Expiration Date”), unless sooner terminated as provided in the Lease, as hereby amended.

          3. Monthly Base Rent. Prior to September 1, 2010 (the “Second Amendment Effective Date”), Tenant shall continue to pay monthly installments of Monthly Base Rent in

190 Mathilda Place

[Broadcom Corporation]

accordance with the terms of the Lease, as hereby amended. Effective retroactively as of the Second Amendment Effective Date, Paragraph 3(b) of the Original Lease and the “Monthly Base Rent Adjustment” paragraph set forth in the Basic Lease Information are hereby deleted in their entirety and of no further force or effect. Commencing as of September 1, 2010 and continuing through the Extended Expiration Date, Tenant shall pay Monthly Base Rent for the Premises in accordance with the following schedule:

					Monthly Base Rental
					Rate per Rentable
Period	Per Annum		Per Month		Square Foot
September 1, 2010 – August 31, 2011	$	3,750,570.00	$	312,547.50	$	2.50
September 1, 2011 – August 31, 2012	$	3,870,588.24	$	322,549.02	$	2.58
September 1, 2012 – August 31, 2013	$	4,290,652.08	$	357,554.34	$	2.86
September 1, 2013 – August 31, 2014	$	4,410,670.32	$	367,555.86	$	2.94
September 1, 2014 – August 31, 2015	$	4,530,688.56	$	377,557.38	$	3.02
September 1, 2015 – August 31, 2016	$	4,665,709.08	$	388,809.09	$	3.11
September 1, 2016 – August 31, 2017	$	4,800,729.60	$	400,060.80	$	3.20
September 1, 2017 – August 31, 2018	$	4,920,747.84	$	410,062.32	$	3.28
September 1, 2018 – August 31, 2019	$	5,070,770.64	$	422,564.22	$	3.38
September 1, 2019 – August 31, 2020	$	5,205,791.16	$	433,815.93	$	3.47
September 1, 2020 – Extended Expiration Date	$	5,355,813.96	$	446,317.83	$	3.57

All such Monthly Base Rent shall be payable by Tenant in accordance with the terms of the Lease, as hereby amended.

          4. Alterations; Improvement Allowance. Any alterations and improvements constructed by Tenant in the Premises shall be constructed subject to the terms and conditions of the Lease, including, without limitation, the terms and conditions of Paragraph 6 of the Original Lease, and, except for the payment of the Improvement Allowance in accordance with the terms of this Section 4, Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Tenant shall be entitled to a one-time allowance for Alterations in the amount of up to $625,095.00 (i.e., $5.00 per rentable square foot of the Premises multiplied by 125,019 rentable square feet) (the “Improvement Allowance”); provided that, in connection with any such Alterations, Tenant shall pay to Landlord a construction review fee to Landlord in an amount equal to the product of (i) three percent (3%) and (ii) the sum of the Improvement Allowance actually disbursed to Tenant pursuant to this Section 4 for the construction of Alterations, which construction

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review fee shall be in lieu of the amounts otherwise payable by Tenant pursuant to Paragraph 6(d) of the Original Lease. In addition, Tenant may elect to utilize any portion of the Improvement Allowance for furniture, fixtures and equipment or telecommunications or data cabling installed in the Premises, which amounts shall be reimbursed to Tenant within thirty (30) days after receipt of an invoice therefor from Tenant and executed unconditional final mechanics’ lien releases, in statutory form, from Tenant’s suppliers and installers used in connection with such items. Landlord shall not be obligated to disburse any portion of the Improvement Allowance for Alterations until such time as Tenant has delivered to Landlord and Landlord has approved, in Landlord’s reasonable discretion, all of the following: (A) invoices, paid receipts and/or related evidence reasonably acceptable to Landlord establishing that Tenant has paid an amount equal to that portion of the Improvement Allowance requested by Tenant to third parties in connection with the Alterations; (B) executed unconditional final mechanics’ lien releases, in statutory form, from Tenant’s contractor and all subcontractors, laborers, materialmen and suppliers providing materials or services in excess of $10,000 and used by Tenant with respect to all work in and to the Premises; (C) a certificate from Tenant’s architect or space planner, if applicable, in a form reasonably acceptable to Landlord, certifying that the construction of the Alterations has been substantially completed and meets all applicable building codes; (D) if permits are required for the applicable Alterations, a copy of the certificate of occupancy (or similar governmental authorization) for the Premises; and (E) “as-built” drawings for the Alterations, signed by either Tenant’s architect, space planner or contractor. Thereafter, Landlord shall deliver, within fifteen (15) days following Tenant’s delivery of the materials and information required for disbursement thereof in the preceding sentence, a check payable to Tenant in the amount of that portion of the Improvement Allowance requested by Tenant and paid to third parties in connection with the Alterations. Landlord’s payment of the Improvement Allowance shall not be deemed Landlord’s approval of any Alterations absent Landlord’s prior approval pursuant to Paragraph 6 of the Original Lease. All costs related to Alterations in excess of the Improvement Allowance shall be paid by Tenant in accordance with Paragraph 6 of the Original Lease. Any unused portion of the Improvement Allowance remaining as of December 31, 2011, shall be automatically applied as a credit against the Monthly Base Rent next due pursuant to the Lease, as hereby amended (the first day of the month that such Monthly Base Rent is due being referred to herein as the “Rent Credit Application Date”), and shall continue to be applied each month thereafter until such amounts have been fully exhausted; provided, however, if Landlord fails to apply any such amounts against Monthly Base Rent, then Landlord shall have no liability in connection therewith and such failure shall not constitute a breach by Landlord of the terms of the Lease, as amended, unless and until Tenant delivers written notice of such failure (the “Rent Credit Notice”) to Landlord and Landlord thereafter fails to apply such amounts to Monthly Base Rent next coming due not less than ten (10) business days following Landlord’s receipt of such Rent Credit Notice. In the event that the Improvement Allowance is not fully utilized by Tenant on or prior to September 1, 2012 (the “Allowance Expiration Date”), then such unused amounts shall revert to Landlord and Tenant shall have no further right with respect thereto; provided, however, that, if Landlord fails to apply any unused portion of the Improvement Allowance pursuant to the terms of this Section 4 and if Tenant thereafter delivers to Landlord a Rent Credit Notice, then the Allowance Expiration Date shall automatically be extended, on a day for day basis, by the number of days after the Rent Credit Application Date that Landlord fails

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to apply any unused portion of the Improvement Allowance pursuant to the terms of this Section 4. Exhibit C of the Original Lease and Section 4 of the First Amendment are hereby deleted in their entirety and deemed to be of no further force or effect.

          5. Permitted Use. The “Tenant’s Use of the Premises” as set forth in the Basic Lease Information is hereby modified to include the incidental testing of Tenant’s electronic products, provided that such testing (i) is limited to the use of network test gear powered by 120 volt standard circuits; (ii) is non-destructive; (iii) does not involve the use of Hazardous Substances, as defined in Paragraph 39 of the Original Lease, other than in de minimis amounts in connection with such testing and in compliance with the terms and conditions of Paragraph 39 of the Original Lease; and (iv) does not violate any local zoning or other Laws.

          6. Project. Paragraphs 1(c) and 1(d) of the Original Lease are hereby deleted and replaced with the following:

(c) The term “Project” shall mean the Land, the Building, an underground parking garage located under the Building and the other buildings (the “Project Garage”), the additional buildings designated as “Building II” and “Building III” on Exhibit “A”, and any other buildings, parking structures and improvements constructed on the Land now or in the future. Landlord may expand the land and improvements that are included in the “Project” to include any other property acquired by Landlord or its affiliates. In addition, at any time during the Term, Landlord may reduce the land and improvements that are included in the Project, subdivide the Project, or otherwise reconfigure the Project in any way, so long as (i) the Minimum Parking continues to be available to Tenant as provided by Paragraph 33, (ii) Tenant’s access to the Premises, the Building and the parking areas of the Project are not materially impaired thereby, and (iii) the aggregate Additional Charges payable by Tenant under this Lease are not materially increased as a result of any such expansion or reduction. Upon Landlord’s request, Tenant shall execute and deliver any documents or instruments reasonably required in connection with any subdivision or lot line adjustment process in connection with this Paragraph 1(c).

(d) Intentionally deleted.

          7. Tenant’s Early Termination Right. Provided that Tenant is not in Default under the Lease, as hereby amended, as of the date of Tenant’s delivery of the “Termination Notice,” as that term is defined below, the “Original Tenant,” as that term is defined below, shall have the right to terminate the Lease, as hereby amended, with respect to the entire Premises, effective as of August 31, 2018 (the “Termination Date”), provided that (a) Landlord receives irrevocable written notice (the “Termination Notice”) from Tenant on or before August 31, 2017, stating that Tenant is electing to terminate the Lease, as hereby amended, pursuant to the terms and conditions of this Section 7, and (b) concurrent with Landlord’s receipt of the Termination Notice, Landlord receives from Tenant an amount equal to Three Million Nine Hundred Eighty-One Thousand Eight Hundred Seventeen and No/100 Dollars ($3,981,817.00) (the “Termination Fee”) as consideration for Tenant’s early termination of the Lease, as hereby amended. As used herein, “Original Tenant” shall mean

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the Tenant originally named in this Second Amendment, any Transfer Entity that has succeeded to Tenant’s interest in the Lease, as hereby amended, pursuant to a Permitted Transfer under Paragraph 9(f) of the Original Lease, or any Affiliate of the originally named Tenant to which Tenant’s interest in the Lease, as hereby amended, has been assigned pursuant to Paragraph 9(h) of the Original Lease. The rights contained in this Section 7 shall be personal to the Original Tenant and may only be exercised by the Original Tenant. Provided that Tenant terminates the Lease, as hereby amended, pursuant to the terms of this Section 7, the Lease, as hereby amended, shall terminate with the same force and effect as if the Lease, as hereby amended, were scheduled to expire in accordance with its terms on the Termination Date, and Tenant shall vacate and surrender the Premises, and deliver exclusive possession thereof to Landlord, on or before the Termination Date in accordance with the provisions of the Lease, as hereby amended, including, without limitation, Paragraph 14(b) of the Original Lease. Notwithstanding anything to the contrary contained herein, Tenant shall only have the right to terminate the Lease, as hereby amended, if, simultaneously with the termination of the Lease, as hereby amended, and as a condition to such termination, Tenant also terminates its leases for any and all other space leased by Tenant at the Project.

          8. Option to Renew. Paragraph 42 of the Original Lease and Section 7 of the First Amendment are hereby deleted in their entirety. Upon the conditions that (i) no Default is continuing under the Lease, as hereby amended, at the time of exercise or at the commencement of the option term, and (ii) the Original Tenant (and/or any Affiliates of the Original Tenant that are occupying the Premises as subtenants of the Original Tenant) continues to physically occupy the entire Premises, then Tenant shall have the option to extend the Term of the Lease for all space then under lease to Tenant in the Building for one (1) additional period of seven (7) years (the “Extension Term”) following the Initial Expiration Date (the “Extension Option”), by giving written notice (the “Exercise Notice”) to Landlord irrevocably exercising the Extension Option at least eighteen (18) months prior to the expiration of the Term of the Lease. Paragraph 43 of the Original Lease shall apply with respect to the Extension Term, except as follows:

                    8.1. The introductory grammatical paragraph of Paragraph 43 of the Original Lease is hereby deleted in its entirety and replaced with the following;

“The initial Monthly Base Rent during the Extension Term shall be the Fair Market Rental Value for the Premises as of the commencement of the Extension Term, as determined below:”

                    8.2. All references in Paragraph 43 of the Original Lease to “the Expiration Date” shall be deemed to be references to the Extended Expiration Date of February 28, 2021, and all references in Paragraph 43 of the Original Lease to “the Lease Term” shall be deemed to be references to the Term of the Lease, as extended by this Second Amendment.

                    8.3. Notwithstanding anything contained in the Lease to the contrary, for purposes of the Extension Option, Fair Market Rent will be determined without regard for the Monthly Base Rent being paid by Tenant pursuant to the Lease, as hereby amended, at the time the Extension Option is exercised, and may be lower than the Monthly Base Rent being paid by Tenant during the last month of the Initial Term. In addition, all references to the “Mid-

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Peninsula area” are hereby deleted and replaced with references to the “Sunnyvale/Mountain View/Santa Clara submarkets”.

                    8.4. Paragraph 43(f) of the Original Lease is hereby deleted in its entirety. From and after the commencement of the Extension Term, all of the other terms, covenants and conditions of the Lease, as hereby amended, shall also apply; provided, however, that Tenant shall have no further rights to extend the Term of the Lease.

          9. Repair and Maintenance. The following changes are hereby made to the Original Lease in order to conform to the pattern and practice of the parties as it relates to repairs and maintenance at the Building:

                    9.1. Paragraph 7(a) of the Original Lease is hereby deleted and replaced with the following:

(a) Landlord’s Obligations. Landlord shall perform, in a first class manner, each of the following repair, replacement and maintenance obligations:

          (i) Maintenance, repair and replacement (as necessary) of the exterior, roof and structural portions of the Building (including load bearing walls and foundations);

          (ii) Maintenance, repair and replacement (as necessary) of the Building’s elevators and the Building’s building systems for mechanical, electrical, HVAC and plumbing, and all controls appurtenant thereto (collectively, the “Building Systems”); and

          (iii) Maintenance, repair and replacement (as necessary) of the Building Common Area and the Project Common Area, including, without limitation, such maintenance, repair and replacement with respect to the Project Common Area as may be expressly required by the terms and conditions of the DDA, the Parking REA and/or the CC&Rs.

          Landlord’s obligations under this Paragraph 7(a) with respect to any particular repair, maintenance or replacement requirement (other than general maintenance of the Project Common Area and Building Common Area, in the ordinary course of business), shall not commence until either Tenant notifies Landlord in writing of any circumstances that Tenant believes may trigger Landlord’s obligations, or Landlord otherwise has actual notice of such requirement (such that any incremental additional cost incurred solely as a result of Landlord’s negligent or intentional failure to make any required repair, maintenance or replacement of which Landlord has actual knowledge within a commercially reasonable period of time after Landlord obtains such knowledge shall not be included in “Expenses” hereunder, notwithstanding Landlord’s not receiving written notice of circumstances triggering Landlord’s obligations). Tenant shall reasonably cooperate (at no material cost to Tenant or material interruption of Tenant’s Permitted Use of the Premises or its Minimum Parking rights during normal business hours) with Landlord in connection with Landlord’s

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repair, maintenance and replacement activities pursuant to this Paragraph 7(a) both within the Premises and in the Common Area, including, without limitation, by cooperating in any parking restrictions and limitations and/or other restrictions and limitations on use of the Common Area during such activities. If Landlord fails after thirty (30) days’ written notice by Tenant (or such lesser period as may be reasonable if such failure materially interferes with Tenant’s use or occupancy of the Premises or threatens material damage to Tenant’s property or material harm to Tenant’s employees, even if such shorter period of time is less than the cure period provided in Paragraph 19(b) before such failure would be a “default” by Landlord under this Lease) to proceed with due diligence to make repairs required to be made by Landlord under this Paragraph 7(a), the same may be made by Tenant at the expense of Landlord, so long as Tenant first provides Landlord with an additional notice and an additional five (5) business days (or, in the event of an emergency that threatens material damage to Tenant’s property or material harm to Tenant’s employees, one (1) business day) to either (i) dispute Landlord’s obligation and submit such dispute to arbitration pursuant to Paragraph 45, (ii) commence cure, or (iii) by written notice to Tenant within such five business day period after receipt of such notice, designate the contractor Tenant shall use in connection with any such repair by Tenant in which event Tenant shall only make such repairs using such designated contractor. If Landlord fails to dispute such obligation, commence cure or to so designate a contractor, Tenant may proceed with an experienced, duly licensed and adequately insured contractor selected by Tenant. Any expenses incurred by Tenant in connection with the preceding sentence shall be reimbursed (with interest at the rate of 8.5% from the date on which Tenant incurs such costs) within thirty (30) days after submission of a bill or statement therefor to Landlord. Tenant shall have no right to offset any such amounts against Rent hereunder. If Landlord disputes Tenant’s right to cure Landlord’s default or the reasonableness of the costs incurred by Tenant, Landlord shall submit such dispute to binding arbitration pursuant to Paragraph 45 within thirty (30) business days after Tenant’s demand. If Landlord fails to either reimburse Tenant or dispute Tenant’s demand pursuant to the previous sentence within thirty (30) business days after Tenant’s demand, Tenant may submit such dispute to binding arbitration pursuant to Paragraph 45.

9.2. The first sentence of Paragraph 7(b) of the Original Lease is hereby deleted and replaced with the following:

Tenant shall maintain, repair and replace (as necessary), at its sole cost and expense, all portions of the Premises that are not Landlord’s obligations under Paragraph 7(a) (including, without limitation, the interior portion of the Premises, the Tenant Improvements, any Alterations, and any additional tenant improvements, alterations or additions installed by or on behalf of Tenant within the Premises, including Tenant’s dedicated chiller, air compressor, and other similar equipment and systems), to the extent necessary to maintain the Premises in the same condition as exists on the Second Amendment Effective Date.

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                   9.3. In addition, the fourth (4th) sentence of Paragraph 7(b) of the Original Lease is hereby deleted and replaced with the following:

Tenant’s obligations under this Paragraph 7(b) include, without limitation, the replacement, at Tenant’s sole cost and expense, of any portions of the Premises which are not Landlord’s express responsibility under Paragraph 7(a), if it would be commercially prudent to replace, rather than repair, such portions of the Premises, regardless of whether such replacement would be considered a capital expenditure.

                   9.4. The following is hereby added after the first sentence of Paragraph 7(c) of the Original Lease:

Tenant shall be responsible for Tenant’s Share of all costs incurred by Landlord in connection with Landlord’s obligations under Paragraph 7(a) to the extent they are properly included within the definition of Expenses under Paragraph 3(c), which costs shall be payable by Tenant as Additional Charges in accordance with Paragraph 3(c). In addition, Tenant shall pay all costs incurred in connection with Tenant’s obligations under Paragraph 7(b).

                   9.5. Paragraph 7(d) of the Original Lease is hereby deleted in its entirety.

                   9.6. The third (3^rd) and fourth (4^th) sentences of Paragraph 7(e) of the Original Lease are hereby deleted in their entirety.

                   9.7. Paragraph 12(b) of the Original Lease is hereby deleted and replaced with the following:

Subject to the provisions elsewhere herein contained and to the Rules and Regulations, Tenant shall be responsible for arranging for, and direct payment of any and all cost of, electricity, internal security, transportation management programs, telephone, cable and digital communications equipment and services, janitorial services, and any and all other utilities and services not provided by Landlord. Landlord shall cooperate in a reasonable manner with Tenant’s efforts to arrange all such services. Subject to the provisions elsewhere in this Lease and to the Rules and Regulations, Landlord shall furnish to the Premises (i) water, normal sanitary sewage service and equipment and facilities for the provision of electricity (although Tenant shall contract directly with the applicable public utility company for electricity) that are, in Landlord’s commercially reasonable judgment, customarily furnished in comparable office buildings in the immediate market area and suitable for general office use of the Premises; (ii) heat and air conditioning required in Landlord’s commercially reasonable judgment for the comfortable use and occupation of the Premises; and (iii) elevator service, which shall mean service either by non-attended automatic elevators or elevators with attendants, or both, and may include controlled access after Business Hours, all at the option of Landlord. In addition, Landlord shall provide necessary utilities and services to the Common Areas, as determined by Landlord in Landlord’s

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reasonable discretion, and in any event to the extent expressly required by the terms and conditions of the DDA, the Parking REA and/or the CC&Rs. Tenant agrees at all times to cooperate fully with Landlord and to abide by all the regulations and requirements which Landlord may prescribe for the proper functioning and protection of the Building Systems. Whenever heat generating machines, excess lighting or equipment are used in the Premises which affect the temperature otherwise maintained by the air conditioning system, Landlord reserves the right to install (or to require Tenant to install) supplementary air conditioning units in the Premises, and the cost thereof, including the cost of installation and the cost of operation and maintenance thereof, shall be paid by Tenant to Landlord upon demand by Landlord.

                    9.8. Notwithstanding anything contained in this Second Amendment or the Lease, in the event that Landlord is not maintaining and repairing any of those Building Systems (or any portion thereof) that were the responsibility of Tenant to maintain under the Lease prior to execution and delivery of this Second Amendment (“Forfeited Building Systems”) in a manner consistent with the standards required of Landlord hereunder, then Tenant shall provide Landlord with written notice specifying those items relating to such Forfeited Building Systems that are not being adequately maintained or repaired. After receipt of Tenant’s notice, Landlord shall have a period of thirty (30) days to cure the items relating to such Forfeited Building Systems set forth in Tenant’s notice. If Landlord has not cured the items set forth in Tenant’s notice within such thirty (30) day period, then Tenant may elect, by providing a second written notice to Landlord (“Tenant’s Take Back Notice”) to take over the repair and maintenance obligations with respect to those portions of the Forfeited Building Systems specified in Tenant’s Take Back Notice on a date specified in Tenant’s Take Back Notice (the “Take Back Date”), which date shall not be less than thirty (30) days after the date of Tenant’s delivery of Tenant’s Take Back Notice. If Landlord delivers written notice to Tenant prior to the Take Back Date providing a detailed written objection disputing Tenant’s assertion that Landlord’s repair and maintenance is not consistent with the standards required of Landlord hereunder, then Tenant shall not take over such repair and maintenance obligations unless and until such dispute is finally resolved. In the event Tenant elects to perform the repair and maintenance obligations on any Building Systems, Tenant shall do so using contractors who are experienced, duly licensed and adequately insured. Such repair and maintenance shall be conducted in a manner consistent with a first-class office project and in accordance with all of the requirements applicable to Tenant’s maintenance obligations that were contained in the applicable provisions of the Original Lease prior to amendment hereby. The cost of any repairs and maintenance performed by Tenant will be at Tenant’s sole cost, unless the necessity for such repairs is caused by the gross negligence or willful misconduct of Landlord or its agents. In the event that, at any time after Tenant takes over the repair and maintenance obligations as set forth above, Landlord determines, in its reasonable discretion, that Tenant is not maintaining and repairing any of the Forfeited Building Systems in a manner consistent with the standards required of Tenant hereunder, as reasonably determined by Landlord, then Landlord may elect, by providing a written notice to Tenant (“Landlord’s Take Back Notice”), to take over the repair and maintenance obligations with respect to those portions of the Forfeited Building Systems specified in Landlord’s Take Back Notice.

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          10. Restoration. Paragraph 6(e) and the last sentence of Paragraph 24(a) of the Original Lease are hereby deleted and notwithstanding anything contained in the Original Lease, upon the expiration or sooner termination of the Term, Tenant shall upon demand by Landlord, at Landlord’s election either (i) at Tenant’s sole cost and expense, forthwith and with all due diligence remove any Specialty Installations (as defined below) made by or for the account of Tenant, designated by Landlord to be removed (provided, however, that upon the written request of Tenant prior to installation of any Alterations, Landlord shall advise Tenant at that time whether or not such Alterations constitute Specialty Installations and must be removed upon the expiration or sooner termination of the Lease, as amended), and restore the applicable portions of the Premises to shell condition, subject to normal wear and tear and the rights and obligations of Tenant concerning casualty damage pursuant to Paragraph 20 of the Original Lease or (ii) pay Landlord the reasonable estimated cost of the removal of any such Specialty Installations and the restoration of the Premises as required by item (i) of this Section 10, which cost shall be determined in accordance with a competitive bid process using project-approved contractors. If Landlord fails to make the foregoing election not less than six (6) months prior to the expiration or earlier termination of the Term, then Landlord shall be deemed to have made the election set forth in item (i) of the immediately preceding sentence. Notwithstanding anything to the contrary set forth herein, Tenant shall not be required to remove, or to pay Landlord the reasonable estimated cost of removal of, (a) any Tenant Improvements or Alterations existing in the Premises as of the date of this Second Amendment, except for any laboratory space and laboratory installations (including any supplemental HVAC equipment serving any laboratory space) and any Specialty Installations described in items (A) through (D) of this Section 10 below, or (b) any Alterations or other improvements installed after the date of this Second Amendment that are not “Specialty Installations,” as that term is defined below. As used herein, “Specialty Installations” shall mean and refer to Alterations installed by or for Tenant (including, without limitation, Tenant Improvements) that are not standard office installations and improvements, as determined by Landlord in its reasonable discretion, including, without limitation, laboratory space, laboratory installations, kitchens (other than standard office break room facilities), executive bathrooms, raised computer floors, computer room installations, supplemental HVAC equipment, safe deposit boxes, vaults, libraries or file rooms requiring reinforcement of floors, internal staircases, slab penetrations, conveyors, dumbwaiters, and other Alterations or Tenant Improvements of a similar character. Notwithstanding anything to the contrary contained in the Lease, as hereby amended, “Specialty Installations” shall include the following (all of which shall be required to be removed by Tenant regardless of whether Landlord shall have so advised Tenant upon Tenant’s written request prior to their respective installation): (A) all communications and computer lines and cabling installed by or for Tenant; (B) the Generator (as defined in Paragraph 41 of the Original Lease) and all associated improvements and connections; (C) all of Tenant’s exterior building and monument signage; and (D) any Antennae (as defined in Paragraph 40 of the Original Lease).

          11. Expenses. The clause “to the extent Tenant’s Share thereof is” is hereby inserted in item (ff) of the second grammatical paragraph of Paragraph 3(c)(i)(E) on the ninth (9^th) line of page 10 of the Original Lease, immediately following the word “affiliate” and immediately preceding the clause “in excess of”. In addition, Paragraph 3(c)(i)(D) of the Original Lease shall be deleted in its entirety and replaced with the following:

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(D) “Building Share” shall mean the rentable area in the Building divided by the total rentable area in the Project with respect to Expenses that relate to the entire Project, as determined by Landlord in its reasonable discretion, based on the same measurement methodology as is used to measure the Rentable Area of the Premises as specified in the Basic Lease Information and shall mean the amount of such Expenses equitably allocable to the Building (in the event the Expense relates to less than the entire Project).

          12. Payment of Real Estate Taxes. The references to “the Expiration Date” contained in Paragraph 3(c)(ii)(A) on the fourteenth (14^th) line of page 11 and in Paragraph 3(c)(iii) on the second (2^nd) line of page 13 of the Original Lease are hereby deleted in their entirety and replaced with the following: “such determination (provided that Landlord shall use good faith efforts to complete such determination within thirty (30) days after the Expiration Date)”.

          13. Assignment and Subletting.

                    13.1. The clause “or any of its Affiliates or successor Transfer Entities” is hereby inserted in item (II) of Paragraph 9(c) on the tenth (10^th) line of said Paragraph of the Original Lease, immediately following the clause “the original Tenant” and immediately preceding the clause “will occupy”.

                    13.2. The clause “, if Tenant is not a surviving entity following such transaction,” is hereby added to item (1) of Paragraph 9(f) of the Original Lease, immediately following the clause “each of the Transfer Standards (as defined below) or” and immediately preceding the clause “the obligations of such Transfer Entity are guaranteed” and the words “Tenant or” are deleted in the next line of that Paragraph before the words “an Affiliate (as defined below)”.

                    13.3. Notwithstanding anything to the contrary contained in the last sentence of Paragraph 9(f) of the Original Lease, if Tenant is then publicly-traded (such that Tenant’s 10-K is available to the general public), then the Transfer Standards described in said Paragraph 9(f) may be reflected in Tenant’s most recent 10-K statement (with a certification by the chief financial officer of Tenant provided to Landlord stating that there have been no changes in such statement which would cause the Transfer Standards not to be satisfied as of the date of the transfer), rather than on audited financial statements.

                    13.4. Paragraph 9(h) of the Original Lease is hereby deleted and replaced with the following:

(h) Tenant shall have the right, without Landlord’s consent and without triggering Landlord’s rights under Paragraph 9(c), but with written notice to Landlord prior thereto or immediately thereafter, to enter into an Assignment of Tenant’s interest in this Lease or a Sublease of all or any portion of the Premises to an Affiliate (as defined below) of Tenant, provided that in connection with an Assignment that is not a Sublease, the Affiliate delivers to Landlord concurrent with such Assignment a written notice of the Assignment and an assumption

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agreement whereby the Affiliate assumes and agrees to perform, observe and abide by the terms, conditions, obligations, and provisions of this Lease arising from and after the effective date of the assignment. No Sublease or Assignment by Tenant made pursuant to Paragraph 9(f) above or this Paragraph 9(h) shall relieve Tenant of Tenant’s obligations under this Lease. As used in this Paragraph, the term “Affiliate” shall mean and collectively refer to a corporation or other entity which controls, is controlled by or is under common control with Tenant, by means of an ownership of either (aa) more than fifty percent (50%) of the outstanding voting shares of stock or partnership or other ownership interests, or (bb) stock, or partnership or other ownership interests, which provide the right to control the operations, transactions and activities of the applicable entity.

          14. Default. The default by Tenant under any other lease by Tenant for space at the Project (which continues beyond expiration of any applicable notice and cure period provided under such other lease) shall also, at the election of Landlord, constitute a Default of the Lease, as hereby amended, provided that Landlord is then the landlord under such other lease.

          15. Corporate Authority; Financial Information.

                   15.1. Landlord and Tenant acknowledge that the third (3^rd) and fourth (4^th) sentences of Paragraph 32 of the Original Lease are duplicative and, therefore, the fourth (4^th) sentence of Paragraph 32 of the Original Lease is hereby deleted in its entirety.

                   15.2. In recognition of public reporting requirements that satisfy Tenant’s financial disclosure obligations under the Original Lease, Paragraph 32 of the Lease is hereby amended to add the following at the end of the existing fifth (5^th) sentence thereof:

; provided, however, that as long as the common stock of Tenant (or of its assignees permitted pursuant to this Lease or otherwise approved by Landlord in writing) is publicly-traded on a United States national stock exchange, and such information is available as part of Tenant’s (or such permitted assignee’s) 10-K or 10-Q report filings on the SEC’s Edgar website, and such materials are current per SEC filing requirements, then such requirement shall be fulfilled by such filings.

          16. Parking. Paragraph 33 of the Original Lease is hereby amended to provide that notwithstanding anything to the contrary in the Lease or any rules and regulations prescribed by Landlord for the Building, but subject to the City Parking Rights, the Parking REA, the CC&Rs, and any other Law, development or land use requirements of the City or in connection with condemnation, Tenant shall have the right to park employee-owned or employee-leased light trucks and passenger car-sized vehicles overnight for periods up to ten (10) consecutive business days in order to accommodate Tenant’s employees’ business travel requirements, provided that such vehicles shall be parked in the reserved area on level 3 of the Project Garage or in such other area as may be designated by Landlord from time to time, and further provided that Tenant shall use reasonable efforts to inform the Building manager in advance when an employee’s vehicle will be parked at the Building overnight for more than two (2) consecutive business days. Landlord shall have the right to make reasonable

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modifications to the City Parking Rights, or to create, accept or adopt additional City Parking Rights so long as (i) the Minimum Parking continues to be available to Tenant as provided by Paragraph 33 of the Original Lease, (ii) Tenant’s access to the Premises, the Building and the parking areas of the Project are not materially impaired thereby, and (iii) the aggregate Additional Charges payable by Tenant under the Lease, as hereby amended, are not materially increased as a result of any such modifications.

          17. Form of Tenant Estoppel Certificate. The clause “and Lender shall have the cure rights expressly provided in Paragraph 21 of the Lease”, at the end of Paragraph 16 of the Form of Tenant Estoppel Certificate attached to the Original Lease as Exhibit “E” is hereby deleted and replaced with the clause, “and Lender shall have the cure rights expressly provided in Paragraph 19 of the Original Lease.”

          18. Contingencies. This Second Amendment is hereby made expressly contingent upon (a) the execution by Landlord and Tenant of a lease extension for the premises currently leased by Tenant from Landlord in the building located at 150 Mathilda Place (the “Related Lease Extension”) and a new lease for premises consisting of the entire third and fourth floors of the building located at 100 Mathilda Place, Sunnyvale, California (the “Related New Lease”) on or before November 1, 2010, each in a form reasonably acceptable to both Landlord and Tenant and each for a term ending February 28, 2021 (which contingency may be waived in writing by Landlord and Tenant), (b) the execution and delivery by Landlord and Seagate of a lease termination agreement, in a form acceptable to Landlord, with respect to the premises to be leased by Tenant at 100 Mathilda Place, on or before November 1, 2010 (which contingency may be waived in writing by Landlord and Tenant), (c) subject to the terms of Paragraph 46 of the Related New Lease, the execution by Seagate and delivery to Tenant of the “Bill of Sale,” as that term is defined in Paragraph 46 of the Related New Lease, on or before November 1, 2010 (which contingency may be waived in writing by Tenant or may be deemed waived by Tenant in accordance with Paragraph 46 of the Related New Lease), and (d) with respect to the Related New Lease, the occurrence of the Delivery Date (as defined in the Related New Lease) on or before May 1, 2011 (which contingency may be waived in writing by Tenant). If and only if this Second Amendment is fully executed and delivered and thereafter any of the foregoing conditions described in this Section 18 are not satisfied or waived on or before November 1, 2010, or May 1, 2011, as applicable, then Tenant may terminate this Second Amendment, as well as the Related Lease Extension and the Related New Lease, by delivering written notice of its election to terminate this Second Amendment, the Related Lease Extension and the Related New Lease at any time after November 1, 2010, or May 1, 2011, as applicable, and prior to the satisfaction (albeit late) or waiver of the applicable foregoing conditions. If and only if this Second Amendment is fully executed and delivered and thereafter (i) Seagate fails to sign and deliver the lease termination agreement referenced in item (b) above, or revokes its signature on such lease termination agreement before the same is fully executed and delivered by Landlord, or (ii) Broadcom fails to sign and deliver either or both of the Related Lease Extension or the Related New Lease, or revokes its signature on either or both of the Related Lease Extension or the Related New Lease before the same are fully executed and delivered by Landlord, then Landlord may terminate this Second Amendment, as well as the Related Lease Extension and the Related New Lease, by delivering written notice of its election to terminate this Second Amendment, the Related Lease Extension and the Related New Lease at any time after November 1, 2010,

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and prior to the satisfaction (albeit late) or waiver of the applicable foregoing conditions. In the event either Landlord or Tenant elect to exercise its termination right as set forth above, the Lease, as amended, and the lease at 150 Mathilda Place shall continue in full force and effect and shall expire as of the expiration date set forth in each respective lease (i.e., August 31, 2012) without regard to the terms of this Second Amendment and the Related Lease Extension, as applicable, the Related New Lease shall terminate as of the date set forth in the such party’s termination notice, and Landlord and Tenant shall be relieved of any and all liability and responsibility under this Second Amendment, the Related Lease Extension and the Related New Lease.

          19. Non-Disturbance. Landlord hereby represents and warrants that as of the date of this Second Amendment there are no ground or underlying leases, mortgages or deeds of trust encumbering the Building or Project.

          20. Notices. Notwithstanding anything to the contrary set forth in the Lease, effective as of the date of this Second Amendment, any Notices to Landlord and Tenant must be sent, transmitted, or delivered, as the case may be, to the following addresses:

LANDLORD:

Jones Lang LaSalle Americas Inc.
Park Place at Bay Meadows
1200 Park Place, Suite 330
San Mateo, California 94403
Attention: Stacey Kelsey, RPA, General Manager

and

J.P. Morgan Investment Management Inc.
1999 Avenue of the Stars, 26th Floor
Los Angeles, California 90067
Attention: Steven M. Zaun, Vice President

and

Allen Matkins Leck Gamble Mallory & Natsis LLP
1901 Avenue of the Stars
Suite 1800
Los Angeles, California 90067
Attention: Anton N. Natsis, Esq.

TENANT:

Broadcom Corporation
5300 California Avenue
Irvine, California 92617
Attention: Director of Global Real Estate

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and

Mintz Levin Cohn Ferris Glovsky and Popeo PC
3580 Carmel Mountain Road, Suite 300
San Diego, California 92130
Attention: Scott Biel, Esq.

          21. Broker. Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Second Amendment other than CB Richard Ellis, Inc., CPS Corfac International, and Jones Lang LaSalle (the “Brokers”), and that they know of no other real estate broker or agent who is entitled to a commission in connection with this Second Amendment. Each party agrees to indemnify and defend the other party against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, and costs and expenses (including, without limitation, reasonable attorneys’ fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of the indemnifying party’s dealings with any real estate broker or agent, other than the Brokers, occurring by, through, or under the indemnifying party. Landlord shall pay the Brokers any commissions due in connection with this Second Amendment pursuant to separate written agreements with such Brokers. The terms of this Section 21 shall survive the expiration or earlier termination of this Second Amendment.

          22. No Further Modification. Except as set forth in this Second Amendment, all of the terms and provisions of the Lease are hereby ratified and confirmed and shall remain unmodified in full force and effect. In the event of any conflict between the terms and conditions of the Lease and the terms and conditions of this Second Amendment, the terms and conditions of this Second Amendment shall prevail.

          23. Counterparts. This Second Amendment may be executed in any number of counterparts, which may be delivered electronically, via facsimile or by other means. Each party may rely upon signatures delivered electronically or via facsimile as if such signatures were originals. Each counterpart of this Second Amendment shall be deemed to be an original, and all such counterparts (including those delivered electronically or via facsimile), when taken together, shall be deemed to constitute one and the same instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

[SIGNATURE PAGE FOLLOWS.]

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          IN WITNESS WHEREOF, this Second Amendment has been executed as of the day and year first above written.

“LANDLORD”		“TENANT”
SPF MATHILDA, LLC,		BROADCOM CORPORATION,
a Delaware limited liability company		a California corporation
By: Name:	/s/ Steve M. Zaun Steve M. Zaun	By: Name:	/s/ Ken Venner                                10-18-10 Ken Venner
Title:	Vice President	Title:	Executive Vice President and Chief
			Information Officer
		By: Name:	/s/ Eric Brandt Eric Brandt
		Title:	Executive Vice President and Chief
			Financial Officer

190 Mathilda Place

[Broadcom Corporation]

-16-

EX-10.42

Exhibit 10.42

SECOND AMENDMENT TO LEASE
(5251 California Premises)

I. PARTIES AND DATE.

     This Second Amendment to Lease (the “Amendment”) dated as of July 30^th, 2010 (the “Effective Date”), is by and between THE IRVINE COMPANY LLC, a Delaware limited liability company (“Landlord”), and BROADCOM CORPORATION, a California corporation (“Tenant”).

II. RECITALS.

     On October 31, 2007, Landlord and Tenant entered into a lease for all of the space in a building located at 5211 California, Irvine, California (the “5211 California Premises”), which lease was amended by a First Amendment to Lease dated November 12, 2008 (the “First Amendment”) wherein all of the space in a building located at 5241 California Avenue (the “5241 California Premises”) was added to said Lease. The foregoing lease, as so amended, is hereinafter referred to as the “Lease”.

     Landlord and Tenant each desire to further modify the Lease to add approximately 14,336 rentable square feet of space in a building located at 5251 California, Irvine, California, consisting of Suite 140 (approximately 3,369 rentable square feet), Suite 160 (approximately 2,278 rentable square feet), Suite 210 (approximately 3,518 rentable square feet), and Suite 250 (approximately 5,171 rentable square feet) as more particularly described on Exhibit A attached to this Amendment and herein referred to, collectively, as the “5251 California Premises” (with each of said suites sometimes referred to herein as a “Suite”), and to adjust the Basic Rent and make such other modifications as are set forth in “III. MODIFICATIONS” next below.

III. MODIFICATIONS.

     A. Premises. From and after the Commencement Date for the 5251 California Premises (as hereinafter defined) and during the Term as to the 5251 California Premises, the 5251 California Premises together with the 5211 California Premises and the 5241 California Premises shall collectively constitute the “Premises” under the Lease.

     B. Building. All references to the “Building” in the Lease shall be amended to refer to the two (2) buildings located at 5211 California (the “5211 California Building”), and at 5241 California (the “5241 California Building”) and, only during the “5251 Premises Term” (as defined in Item 5 of the Basic Lease Provisions, as amended herein), the third building located at 5251 California, Irvine, California (the “5251 California Building”), either collectively or individually as the context may reasonably require; provided, however, that the incorporation of the 5251 California Building in the “Building” pursuant to this Amendment shall not effectively modify any of the Landlord’s or Tenant’s rights under the Lease relating to the 5211 California Building or the 5241 California Building (or any other building of the Project that is entirely leased by Tenant as part of the “Building” from time to time) that are conditioned upon Tenant leasing the entire Building, or which might otherwise be affected as a result of Tenant leasing space in the Building that consists of less than the entire Building (including, for example, but not limited to, Tenant’s exclusive signage rights, any gross up protections, the limitation on Landlord’s management fee and subleasing rights conditioned on its leasing the entire Building); and for purposes of this Amendment, any rights of Tenant conditioned on its leasing the entire Building shall be retained by Tenant as to the 5211 California Building and the 5241 California Building (and as to any other building of the Project that may be leased in its entirety by Tenant and incorporated into the “Building” during the 5251 Premises Term) and shall be modified only with respect to Tenant’s leasehold interest in the 5251 California Building and only for the duration of the 5251 Premises Term.

     C. Basic Lease Provisions. The Basic Lease Provisions are hereby amended as follows:

1. Item 4 is hereby amended by adding the following:

“Commencement Date for the 5251 California Premises” shall mean August 1, 2010. The acknowledgments by Tenant contained in the second,

third and fourth sentences of Section 2.2 of the Lease shall be applicable and binding with respect to Tenant’s lease of the 5251 California Premises. As of the Commencement Date for the 5251 California Premises, Tenant shall be conclusively deemed to have accepted that the 5251 California Premises is in satisfactory condition and in conformity with the provisions of the Lease, subject to Landlord’s warranty in Section III.D below, and without affecting Landlord’s and Tenant’s respective obligations under Article VII of the Lease, as modified herein.

2. Item 5 is hereby amended by adding the following:

“Term as to the 5251 California Premises:

The Term as to the 5251 California Premises (the “5251 Premises Term”) shall expire on July 31, 2011, subject to Landlord’s Recapture Right and Tenant’s Termination Right (as such terms are defined in the Second Amendment to this Lease).”

3. Item 6 is hereby amended by adding the following:

“Basic Rent for the 5251 California Premises: Commencing on the Commencement Date for the 5251 California Premises, the Basic Rent for the 5251 California Premises shall be Twenty Thousand Seventy Dollars ($20,070.00) per month, based on $1.40 per rentable square foot.

4. Effective as of the Commencement Date for the 5251 California Premises (and only during the 5251 Premises Term), Item 8 shall be deleted in its entirety and substituted therefor shall be the following:

“8. Floor Area of Premises: Approximately 131,616 rentable square feet, comprised of the following:

5211 California Premises — approximately 63,440 rentable square feet
5241 California Premises — approximately 53,840 rentable square feet
5251 California Premises — approximately 14,336 rentable square feet

5. Item 12 is hereby amended by deleting Landlord’s address for payments and notices and substituted therefor shall be the following:

“LANDLORD

THE IRVINE COMPANY LLC
550 Newport Center Drive
Newport Beach, CA 92660
Attn: Senior Vice President, Operations
Irvine Office Properties

with a copy of notices to:

THE IRVINE COMPANY LLC
550 Newport Center Drive
Newport Beach, CA 92660
Attn: Vice President, Operations
Irvine Office Properties, Technology Portfolio”

6. Effective as of the Commencement Date for the 5251 California Premises (and during the 5251 Premises Term only), Item 15 shall be amended to provide that Tenant shall be entitled to an additional forty-eight (48) vehicle parking spaces.

     D. Condition of 5251 California Building. The warranty on the part of Landlord contained in Section 2.4 of the Lease shall be applicable and binding on Landlord as to the 5251 California

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Premises as of the Commencement Date for the 5251 California Premises. Provided Tenant shall notify Landlord of a non-compliance with such warranty obligation on or before sixty (60) days following the Commencement Date for the 5251 California Premises, then Landlord shall promptly after receipt of written notice from Tenant setting forth the nature and extent of such non-compliance, rectify same at Landlord’s cost and expense.

     E. Right to Extend the Lease. The parties confirm and agree that Tenant’s right to extend the Lease contained in Section 3.4 of the Lease shall not be applicable as to the 5251 California Premises.

     F. Operating Expenses. Section 4.2 of the Lease is modified solely with respect to the 5251 California Premises as follows:

1. Effective as of the Commencement Date for the 5251 California Premises and only for the duration of the 5251 Premises Term, “Tenant’s Share” of “Operating Expenses” (as those terms are defined in Section 4.2 of the Lease) for the 5251 California Premises only shall be determined by multiplying the cost of Operating Expenses items by a fraction, the numerator of which is the Floor Area of the 5251 California Premises and the denominator of which is the total rentable square footage, as determined from time to time by Landlord, of (i) the 5251 California Building for expenses determined by Landlord to benefit or relate substantially to the 5251 California Building exclusively, rather than the 5251 California Building and one or more additional buildings of the Project, and (ii) the 5251 California Building and one or more additional buildings of the Project, for expenses determined by Landlord to benefit or relate substantially to 5251 California Building and one or more additional buildings of the Project rather than the 5251 California Building exclusively.

2. Notwithstanding Section 4.2(b) of the Lease, in lieu of a separate written estimate of Tenant’s Share of Operating Expenses for the 5251 California Premises, the parties agree that estimated amount of Tenant’s Share of Operating Expenses for the 5251 California Premises during the Expense Recovery Period ended June 30, 2011 shall be Eight Thousand Four Hundred Fifty-Eight Dollars ($8,458.00) per month, subject to reconciliation of such Operating Expenses in accordance with Section 4.2(c) of the Lease.

3. The management fee payable under the Lease for the 5251 California Premises during the 5251 Premises Term shall be 3.25% of total rent (including Basic Rent and Operating Expenses) payable under the Lease for the 5251 California Premises. Notwithstanding anything to the contrary in Section 4.2(g) of the Lease, the inclusion of the 5251 California Premises in the Building shall not allow Landlord to (a) modify the two percent (2%) management fee payable under the Lease for the 5211 California Premises or the 5241 California Premises (nor for any other building of the Project that may be leased in its entirety by Tenant and incorporated into the Building during the 5251 Premises Term, for so long as Tenant is maintaining all “Building Systems” in such portions of the Building as provided in said Section 4.2(g)), nor (b) gross up the Operating Expenses of the 5251 California Building nor any other portion of the Building.

     G. Signs. Effective as of the Commencement Date for the 5251 California Premises and for the duration of the 5251 Premises Term, the following provisions shall be added as an additional paragraph at the end of Section 5.2 of the Lease:

“Provided Tenant has not sublet substantially the entire 5251 California Premises (except pursuant to a “Permitted Transfer” as hereinafter defined), Tenant shall have the non-exclusive right to (i) one (1) lobby directory sign in the first floor lobby of the 5251 California Building, (ii) one (1) lobby directory sign in the elevator lobby of the second floor of the 5251 California Building and (iii) one (1) suite entry sign at the entrance to each of the Suites of the 5251 California Premises, subject to Landlord’s right of prior approval that such signage is in compliance with the Signage Criteria. Except as provided in the foregoing, and except for Landlord’s standard suite signage identifying Tenant’s name and/or logo, Tenant

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shall have no right to maintain signs in any location in, on or about the 5251 California Building and shall not place or erect any signs in the 5251 California Premises that are visible from the exterior of the 5251 California Building. Tenant’s signage rights for the 5251 California Premises shall be subject to terms and restrictions of this Section 5.2 set forth above.”

     H. Utilities and Services. Effective as of the Commencement Date for the 5251 Premises, and for the duration of the 5251 Premises Term only, the following provisions shall be added to the end of the initial paragraph of Section 6.1 of the Lease:

‘Tenant shall also pay as an item of additional rent for the 5251 California Premises, within ten (10) days after receipt of Landlord’s statement or invoice therefor, Landlord’s “standard charge”, as hereinafter defined (which shall be in addition to the electricity charge paid to the utility provider), for Tenant’s “after hours” usage of each HVAC unit servicing the 5251 California Premises. For any HVAC unit(s) servicing the 5251 California Premises as well as other leased premises in, or any common areas of, the 5251 California Building (the “Common Units”), “after hours” shall mean any usage of said unit(s) initiated by Tenant for the duration of Tenant’s request, which initiation and request is reasonably documented by Tenant’s telephonic pass code request or by other electronic means, during hours before 6:00 A.M. and after 6:00 P.M. on Mondays through Fridays, and before 9:00 A.M. or after 1:00 P.M. on Saturdays, and at any time on Sundays and on nationally-recognized holidays. For any HVAC unit(s) serving only the 5251 California Premises (the “Dedicated Units”), “after hours” shall mean more than sixty-six (66) hours of usage of each such Dedicated Unit during any week of the 5251 Premises Term. “After hours” usage shall be determined based upon the operation of the applicable HVAC unit during each of the foregoing periods on a “non-cumulative” basis (that is, without regard to Tenant’s usage or nonusage of other unit(s) serving the 5251 California Premises, or of the applicable unit during other periods of the 5251 Premises Term). As used herein, “standard charge” shall mean $10.00 for each hour of “after hours” use (in addition to the applicable electricity charges paid to the utility provider).

     I. Tenant’s Maintenance and Repair. Effective as of the Commencement Date for the 5251 California Premises and for the duration of the 5251 Premises Term, the following provisions shall be added as an additional paragraph at the end of Section 7.1 of the Lease:

     “The foregoing provisions shall not apply to the 5251 California Premises, and Tenant’s repair and maintenance of the 5251 California Premises shall be as set forth in this paragraph. Subject to Articles XI and XII, Tenant at its sole expense shall make all repairs necessary to keep the 5251 California Premises and all improvements and fixtures therein in good condition and repair, excepting ordinary wear and tear. Notwithstanding Section 7.2 below, Tenant’s maintenance obligation for the 5251 California Premises shall include without limitation all appliances, interior glass, doors, door closures, hardware, fixtures, electrical, plumbing, fire extinguisher equipment and other equipment installed in the Premises and any Alterations constructed by Tenant pursuant to Section 7.3 below; provided, however, Tenant shall have no obligation to repair, maintain or replace the “Building Structure” or the “Building Systems” (as defined in Section 2.4 of the Lease) of the 5251 California Building, the exterior glass, sky lights, sky light seals, window seals and vents, electrical, plumbing, sewer and other utility lines outside the 5251 California Premises, the common stairways, hallways, elevators, bathrooms and machinery rooms of the landscaping, walkways, fencing, parking areas, exterior lighting or exterior surfaces of exterior walls of the 5251 California Building, nor the washing of its exterior windows, all of which obligations shall be the sole responsibility of Landlord as provided in the second paragraph of Section 7.2 below, subject to the terms of said second paragraph of Section 7.2 (including, without limitation, the provisions for “pass through” of such expenses as Operating Expenses as therein provided). As part of its maintenance obligations hereunder, Tenant shall assure that the 5251 California Premises remain free of moisture conditions which could cause mold and promptly repair any moisture conditions occurring within the 5251 California Premises, except to the extent such conditions existed at the time the 5251 California Premises were delivered to Tenant and to such extent, the liability and responsibilities shall remain with Landlord. Tenant shall, at Landlord’s request, provide Landlord with copies of all maintenance schedules, reports and notices prepared by, for or on behalf of Tenant. Subject to and in accordance with the terms and conditions of Section 7.5 of the Lease, Tenant shall permit

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representatives of Landlord access on a regular basis to inspect the equipment and systems and to fulfill its maintenance and repair obligations. All repairs and replacements shall be at least equal in quality to the original work, shall be made only by a licensed contractor and shall be made only at the time or times reasonably approved by Landlord. Any contractor utilized by Tenant shall be subject to Landlord’s reasonable requirements for contractors, as modified from time to time. Landlord may impose reasonable restrictions and requirements with respect to repairs, as provided in Section 7.3, and the provisions of Section 7.4 shall apply to all repairs. If Tenant fails to properly maintain and/or repair the 5251 California Premises as herein provided following Landlord’s notice and the expiration of the applicable cure period (or earlier if Landlord determines that such work must be performed prior to such time in order to avoid damage to the 5251 California Premises or 5251 California Building or other detriment), then Landlord may elect, but shall have no obligation, to perform any repair or maintenance required hereunder on behalf of Tenant and at Tenant’s expense, and Tenant shall reimburse Landlord upon demand for all costs incurred upon submission of an invoice. Landlord agrees not to unreasonably withhold its approval of any preventive maintenance contracts or licensed contractors selected by Tenant with respect to Tenant’s maintenance and repair obligations under this Section 7.1 with respect to the 5251 California Premises.”

     J. Landlord’s Maintenance and Repair. Effective as of the Commencement Date for the 5251 California Premises and for the duration of the 5251 Premises Term, the following provisions shall be added as an additional paragraph at the end of Section 7.2 of the Lease:

“The foregoing provisions shall not apply to the 5251 California Building, and Landlord’s repair and maintenance of the 5251 California Building shall be as set forth in this paragraph. Subject to Section 6.1 and Articles XI and XII, Landlord shall maintain in good repair the Common Areas and the Building Structure of the 5251 California Building (including exterior glass), and shall provide service, maintenance and repair with respect to the Building Systems of the 5251 California Building (including the HVAC equipment serving the 5251 California Building [but exclusive of any supplemental HVAC equipment serving only the Suites] and all common stairways, lobbies, hallways and elevators, if any, serving the 5251 California Building), except to the extent provided in the second paragraph of Section 7.1 above. Landlord shall have the right to employ or designate any reputable person or firm, including any employee or agent of Landlord or any of Landlord’s affiliates or divisions, to perform any service, repair or maintenance function. Landlord need not make any other improvements or repairs except as specifically required under this Lease, and nothing contained in this Section 7.2 shall limit Landlord’s right to reimbursement from Tenant for maintenance, repair costs and replacement costs as provided elsewhere in this Lease. Notwithstanding any provision of the California Civil Code or any similar or successor laws to the contrary, Tenant understands that it shall not make repairs to the 5251 California Building at Landlord’s expense or by rental offset. Except as provided in Section 6.1 above and in 11.1 and Article XII below, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business arising from the making of any repairs, alterations or improvements to any portion of the 5251 California Building, including repairs to the 5251 California Premises, nor shall any related activity by Landlord constitute an actual or constructive eviction; provided, however, that in making repairs, alterations or improvements, Landlord shall interfere as little as reasonably practicable with the conduct of Tenant’s business in the 5251 California Premises. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932, and Sections 1941 and 1942 of the California Civil Code, or any similar or successor laws now or hereafter in effect. Tenant further understands that Landlord shall not be required to make any repairs to the Building Structure or the Building Systems of the 5251 California Building unless and until either Tenant has notified Landlord in writing of the need for such repair or Landlord shall otherwise have received notification thereof, and Landlord shall have a reasonable period of time thereafter to commence and complete said repair, if warranted. Except as otherwise expressly provided in this Lease, all costs of any maintenance, repairs and replacements on the part of Landlord provided to the 5251 California Building pursuant to this Section 7.2 shall be considered part of Operating Expenses of the 5251 California Building only.”

     K. Landlord’s Recapture Right. Landlord shall have the right (the “Recapture Right”), from time to time during the 5251 California Term, in Landlord’s sole and absolute discretion, to terminate this Lease as to any one or more of the Suites compromising the 5251 California Premises

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(the “Recapture Suite(s)”), as such Recapture Suite(s) are designated by Landlord in written notice(s) delivered to Tenant exercising such Recapture Right (each, a “Recapture Notice”), which termination shall be effective as of the date which is sixty (60) days after Landlord’s delivery of the applicable Recapture Notice to Tenant (the “Recapture Date”). Upon each exercise of Landlord’s Recapture Right, Tenant shall vacate and surrender the Recapture Suite(s) designated by Landlord in the condition required by the provisions of Section 15.4 of the Lease no later than the Recapture Date, and the Lease shall be terminated with respect to such Recapture Suite(s) as of the Recapture Date, subject to the holdover provisions of Section 15.1 of the Lease if Tenant fails to vacate the Recapture Suite(s) in the condition required by the Lease on the Recapture Date. Subject to Tenant’s holdover rent obligations for its failure to timely surrender the one or more of the Recapture Suite(s), as of the Recapture Date: (i) Basic Rent for the 5251 California Premises preceding the Recapture Date shall be reduced by an amount equal to the Floor Area of the Recapture Suite(s) (as such amounts are set forth in II.RECITALS) multiplied by $1.40 per rentable square foot; and (ii) Tenant’s parking rights shall be reduced at a the rate of 3.5 parking spaces per 1,000 rentable square feet of the Floor Area of the Recapture Suite(s); and (iii) Tenant’s Share of Operating Expenses shall be reduced to reflect the remaining Floor Area of the 5251 California Premises. Landlord and Tenant shall document any recapture of the Suites of the 5251 California Premises in an amendment to the Lease within 30 days following the Recapture Date. Landlord’s right to recapture one or more of the Suites during the 5251 California Term is part of the consideration for Landlord’s agreement to enter into this Amendment, and Landlord shall not be required to pay or reimburse Tenant for the cost of relocation or any bonus value associated with Tenant’s leasehold interest in the Recapture Suite(s) following the Recapture Date, nor any other consideration whatsoever for its exercise of the Recapture Right. Landlord’s Recapture Right shall not modify or delay any earlier exercise by Tenant of its termination rights set forth in Section III.L below.

     L. Tenant’s Termination Right. Tenant shall have the right (the “Termination Right”), from time to time during the 5251 California Term, in Tenant’s sole and absolute discretion, to terminate this Lease as to any one or more of the Suites compromising the 5251 California Premises (the “Termination Suite(s)”), as designated by Tenant in written notice(s) delivered to Landlord from time to time exercising such Termination Right (each, a “Termination Notice”), which termination shall be effective as of the date which is sixty (60) days after Tenant’s delivery of the applicable Termination Notice to Landlord (the “Termination Date”). Upon each exercise of Tenant’s Termination Right, Tenant shall vacate and surrender the Termination Suite(s) designated by Tenant in the condition required by the provisions of Section 15.4 of the Lease no later than the Termination Date, and the Lease shall be terminated with respect to such Termination Suite(s) as of the Termination Date, subject to the holdover provisions of Section 15.1 of the Lease if Tenant fails to vacate the Termination Suite(s) in such condition on the Termination Date. Subject to Tenant’s holdover rent obligations for its failure to timely surrender the one or more of the Termination Suite(s), as of the Termination Date: (i) Basic Rent for the 5251 California Premises preceding the Termination Date shall be reduced by an amount equal to the Floor Area of the Termination Suite(s) (as such amounts are set forth in II.RECITALS) multiplied by $1.40 per rentable square foot; and (ii) Tenant’s parking rights shall be reduced at a the rate of 3.5 parking spaces per 1,000 rentable square feet of the Floor Area of the Termination Suite(s); and (iii) Tenant’s Share of Operating Expenses shall be reduced to reflect the remaining Floor Area of the 5251 California Premises. Landlord and Tenant shall document any such termination of Tenant’s leasehold interest in the Suites of the 5251 California Premises in an amendment to the Lease within 30 days following the Termination Date. Tenant’s right to terminate the Lease with respect to one or more of the Suites during the 5251 California Term is part of the consideration for Tenant’s agreement to enter into this Amendment, and Tenant shall not be required to pay or reimburse Landlord for the cost of reletting the Termination Suites and Tenant shall be released from any and all rent accruing under this Lease with respect to the Termination Suite(s) following their surrender on or after the Termination Date, nor shall Landlord receive any other consideration whatsoever for any exercise by Tenant of the Termination Right. Tenant’s Termination Right shall not modify or delay any earlier exercise by Landlord of its recapture rights set forth in Section III.K. above.

     M. Representation and Warranty. Landlord agrees that the representation and warranty contained in Section 13.2 of the Lease applies to the 5251 California Premises.

     N. Broker’s Commission. Article XVIII of the Lease is amended to provide that the parties recognize Irvine Realty Company (“Landlord’s Broker”) as the broker representing Landlord in

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connection with the negotiation of this Amendment, and that no broker has represented Tenant in connection with the negotiation of this Amendment. Landlord shall be responsible for the payment of a brokerage commission to Landlord’s Broker. The warranty and indemnity provisions of Article XVIII of the Lease, as amended hereby, shall be binding and enforceable in connection with the negotiation of this Amendment.

     O. Acceptance of the 5251 California Premises. Tenant acknowledges that the lease of the 5251 California Premises pursuant to this Amendment shall be on an “as-is” basis without further obligation on Landlord’s part to make any additional improvements to the 5251 California Premises whatsoever.

IV. GENERAL.

     A. Effect of Amendments. The Lease shall remain in full force and effect except to the extent that it is modified by this Amendment.

     B. Entire Agreement. This Amendment embodies the entire understanding between Landlord and Tenant with respect to the modifications set forth in “III. MODIFICATIONS” above and can be changed only by a writing signed by Landlord and Tenant.

     C. Counterparts. If this Amendment is executed in counterparts, each is hereby declared to be an original; all, however, shall constitute but one and the same amendment. In any action or proceeding, any photographic, photostatic, or other copy of this Amendment may be introduced into evidence without foundation.

     D. Defined Terms. All words commencing with initial capital letters in this Amendment and defined in the Lease shall have the same meaning in this Amendment as in the Lease, unless they are otherwise defined in this Amendment.

     E. Corporate and Partnership Authority. If Tenant is a corporation or partnership, or is comprised of either or both of them, Tenant represents that each individual executing this Amendment for the corporation or partnership is duly authorized to execute and deliver this Amendment on behalf of the corporation or partnership and that this Amendment is binding upon the corporation or partnership in accordance with its terms.

[Remainder of Page Intentionally Blank; Signature Page Follows]

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V. EXECUTION.

     Landlord and Tenant executed this Amendment on the date as set forth in “I. PARTIES AND DATE.” above.

LANDLORD:		TENANT:
THE IRVINE COMPANY LLC		BROADCOM CORPORATION,
a Delaware limited liability company		a California corporation
By:	/s/ Douglas G. Holte	By:	/s/ Kenneth E. Venner
Douglas G. Holte, President		Kenneth E. Venner, Senior Vice President,
Office Properties		Corporate Services and CIO
By:	/s/ Holly McManus	By:	/s/ Eric K. Brandt
Holly McManus		Eric K. Brandt, Executive Vice President
Vice President, Operations		and Chief Financial Officer
Office Properties

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August 5, 2010

Mr. Bryce Mason
Vice President
Global Real Estate
Broadcom Corporation
5300 California Avenue
Irvine, California 92619

RE:	Lease Amendment —	Broadcom Corporation
		5251 California, Suite 250
		Irvine, California 92617

Dear Bryce:

Enclosed for your records is a fully-executed Second Amendment to Lease for the above-referenced Premises.

Should you have any questions regarding the day-to-day operations of the building or services available at University Research Park, please call your property manager, Chris Mansour, at (949) 720-2446 or do not hesitate to call me at (949) 720-2230.

The Irvine Company LLC is pleased Broadcom Corporation selected University Research Park for your continued office needs. We look forward to continuing a mutually beneficial business relationship with Broadcom Corporation in the future.

Sincerely,

Michael S. Hodges
Senior Leasing Director
Lic. 01027655
The Irvine Realty Company
As agent for Landlord
:kb

c: Chris Mansour, Property Manager

Enclosure

Lease id: 224226

111 Innovation Drive, Irvine, CA 92617 949.720.2550

THIRD AMENDMENT TO LEASE
(5231 California)

I. PARTIES AND DATE.

     This Third Amendment to Lease (the “Amendment”) dated September 14, 2010, is by and between THE IRVINE COMPANY LLC, a Delaware limited liability company (“Landlord”), and BROADCOM CORPORATION, a California corporation (“Tenant”).

II. RECITALS.

     On October 31, 2007, Landlord and Tenant entered into a lease (the “Original Lease”) for all of the space in a building located at 5211 California, Irvine, California (the “5211 California Premises”), which lease was amended by a First Amendment to Lease dated November 12, 2008 (the “First Amendment”) wherein all of the space in a building located at 5241 California Avenue (the “5241 California Premises”) was added to said Lease, and by a Second Amendment to Lease dated July 21, 2010 (the “Second Amendment”) wherein space in a building located at 5251 California Avenue (the “5251 California Premises”) was added to the Lease. The Original Lease, as so amended, is hereinafter referred to as the “Lease”.

     Landlord and Tenant each desire to further modify the Lease to add approximately 53,840 rentable square feet of space consisting of all the rentable square footage of the building located at 5231 California, Irvine, California, which space is more particularly described on Exhibit A attached to this Amendment and herein referred to as the “5231 California Premises”, and to adjust the Basic Rent and make such other modifications as are set forth in “III. MODIFICATIONS” next below.

III. MODIFICATIONS.

     A. Premises. From and after the “Commencement Date for the 5231 California Premises” (as hereinafter defined), the 5231 California Premises together with the 5211 California Premises, the 5241 California Premises and, during the “5251 Premises Term” (as defined in the Second Amendment), the 5251 California Premises, shall collectively constitute the “Premises” under the Lease.

     B. Building. All references to the “Building” in the Lease shall be amended to refer to the three (3) buildings located at 5211 California (the “5211 California Building”), 5231 California (the “5231 California Building”) and at 5241 California (the “5241 California Building”), Irvine, California, and during the 5251 Premises Term, the fourth (4^th) building located at 5251 California (the “5251 California Building”), either collectively or individually as the context may reasonably require.

     C. Basic Lease Provisions. The Basic Lease Provisions are hereby amended as follows:

          1. Item 4 is hereby amended by adding the following:

“Commencement Date for the 5231 California Premises” shall mean the later to occur of (a) “Substantial Completion” of the “Tenant Improvements” in the 5231 California Premises (as those terms are defined in the Work Letter attached to this Amendment as Exhibit X), or (b) June 1, 2011. Within thirty (30) days following the Commencement Date for the 5231 California Premises, the parties shall document such date by a written memorandum on a form provided by Landlord (the “5231 California Commencement Date Notice”). Tenant’s failure to execute such Notice within ten (10) days following its receipt thereof from Landlord shall not affect the validity of Landlord’s correct determination of the Commencement Date set forth in the applicable Notice. The acknowledgments by Tenant contained in the second, third and fourth sentences of Section 2.2 of the

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Lease shall be applicable and binding with respect to Tenant’s lease of the 5231 California Premises. As of the Commencement Date for the 5231 California Premises, Tenant shall be conclusively deemed to have accepted that the 5231 California Premises are in satisfactory condition and in conformity with the provisions of the Lease and the Work Letter, but for the Landlord’s minor punch-list work required to complete the “Tenant Improvement Work” in the 5231 California Premises (as provided in Exhibit X attached to this Amendment).

Notwithstanding anything to the contrary contained herein or in Exhibit X attached to this Amendment but subject to the provisions for Tenant’s election contained in Section III.C(2) of this Amendment below, Landlord and Tenant acknowledge and agree that if the Commencement Date for the 5231 California Premises has not occurred by, or been advanced to, June 1, 2011 as the result of Landlord’s inability to achieve the Substantial Completion of the Tenant Improvement Work as therein provided, then notwithstanding anything to the contrary herein, the Expiration Date of the Lease shall remain on April 30, 2017 regardless of the Commencement Date for the 5231 California Premises. Landlord hereby agrees to act reasonably to achieve Substantial Completion of the Tenant Improvement Work in the 5231 California Premises on a floor-by-floor basis to the extent that Substantial Completion is likely to be delayed beyond June 1, 2011 on either floor, but not on both floors, of the 5231 California Premises; and if the Tenant Improvement Work is Substantially Completed on one floor of the 5231 California Premises beyond June 1, 2011 before the Commencement Date for the 5231 California Premises occurs, then, Tenant shall be permitted to occupy that floor of the 5231 California Premises for the purpose of conducting Tenant’s business therein (the “Early Occupancy Period”), provided that such early occupancy (y) does not interfere with Landlord’s Substantial Completion of the Tenant Improvement Work for the remainder of the 5231 California Premises, and (z) shall be subject to all of the covenants and conditions on Tenant’s part contained in the Lease (including, without limitation, the covenants contained in Sections 5.3, 6.1, 7.1, 7.3, 7.4, 10.1 and 10.3 of the Lease); provided that Tenant shall have no obligation to pay Basic Rent or Operating Expenses for any portion of the Early Occupancy Period occurring prior to June 1, 2011, and if the Early Occupancy Period extends beyond May 31, 2011, then commencing on June 1, 2011, Tenant shall commence payment of Base Rent and Operating Expense payments for that floor of the 5231 California Premises occupied by Tenant, on a prorata basis, based on the proportion that the rentable square footage of such floor bears to the rentable square footage of the 5231 California Premises.

“Commencement Date for the 5241 California Premises”: January 1, 2010.”

2. Effective as of the Commencement Date for the 5231 California Premises, and without deleting the change to Item 5 of the Original Lease (with respect to the 5251 Premises Term) provided in the Second Amendment, Item 5 of the Original Lease shall be deleted in its entirety and substituted therefor shall be the following:

“Expiration Date”: The last day of the calendar month that is (71) months following the Commencement Date for the 5231 California Premises; provided, however, that in the event that such Expiration Date shall occur after April 30, 2017 as a result of the Commencement Date for the 5231 California Premises occurring after June 1, 2011 pursuant to the operation of the provisions of Section III.C(l) of this Amendment above, then Tenant may elect to either (a) maintain the expiration date of the Lease for the 5211 California Premises and the 5241 California Premises on April 30, 2017,

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notwithstanding such Expiration Date for the 5231 California Premises; or (b) cause this Lease to expire with respect to the entire Premises as of the Expiration Date, in which case, monthly Basic Rent for the 5211 California Premises and the 5241 California Premises for the period from May 1, 2017 until the Expiration Date shall continue to be payable at the monthly Basic Rent on both buildings for the month of April 2017. Such election shall be made by Tenant in writing, if at all, not later than one hundred eighty (180) days following the Commencement Date for the 5231 California Premises, and Tenant’s failure to so elect by such date shall be deemed to constitute Tenant’s election to cause this Lease to expire with respect to the entire Premises as of the Expiration Date in accordance with clause (b) of this paragraph. Except as hereinafter provided, in the event that Tenant timely elects to maintain expiration dates for the 5211 California Premises and 5241 California Premises different from the Expiration Date for the 5231 California Premises, the “Term” of the Lease shall mean: (y) with respect to the 5211 California Premises and 5241 California Premises, a term expiring on April 30, 2017; and (z) with respect to the 5231 California Premises only, the term expiring on the Expiration Date.

Notwithstanding any prior election of Tenant pursuant to maintain the expiration dates for the 52111 California Premises and 5241 California Premises different from the Expiration Date pursuant to clause (a) above, if Tenant satisfies the Commitment Notice delivery requirements in accordance with Section 3.4 of the Lease for the first extension of the Term with respect to the 5211 California Premises and 5241 California Premises, Tenant shall be deemed to have elected to extend the Lease with respect to the entire Premises in accordance with clause (b), so that the first extension Term shall commence for the entire Premises immediately following the Expiration Date. In the event of such satisfaction of the Commitment Notice requirements and the deemed election to extend the Lease with respect to the entire Premises in accordance with clause (b) above, Tenant shall continue to pay Basic Rent for the 5211 California Premises and for the 5241 California Premises, for the period commencing May 1, 2017 through the Expiration Date in the same amount as for the month of April 2017.”

3. Item 6 is hereby amended by adding the following:

“Basic Rent for the 5231 California Premises: Commencing on the Commencement Date for the 5231 California Premises, the Basic Rent for the 5231 California Premises shall be Sixty Seven Thousand Three Hundred Dollars ($67,300.00) per month, based on $1.25 per rentable square foot.

Commencing twelve (12) months following the Commencement Date for the 5231 California Premises, the Basic Rent for the 5231 California Premises shall be Seventy Thousand Five Hundred Thirty Dollars ($70,530.00) per month, based on $1.31 per rentable square foot.

Commencing twenty four (24) months following the Commencement Date for the 5231 California Premises, the Basic Rent for the 5231 California Premises shall be Seventy Three Thousand Seven Hundred Sixty-One Dollars ($73,761.00) per month, based on $1.37 per rentable square foot.

Commencing thirty-six (36) months following the Commencement Date for the 5231 California Premises, the Basic Rent for the 5231 California Premises shall be Seventy Six Thousand Nine Hundred Ninety-One Dollars ($76,991.00) per month, based on $1.43 per rentable square foot.

Commencing forty-eight (48) months following the Commencement Date for the 5231 California Premises, the Basic Rent for the 5231 California

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Premises shall be Eighty Thousand Two Hundred Twenty-Two Dollars ($80,222.00) per month, based on $1.49 per rentable square foot.

Commencing sixty (60) months following the Commencement Date for the 5231 California Premises, the Basic Rent for the 5231 California Premises shall be Eighty Three Thousand Nine Hundred Ninety Dollars ($83,990.00) per month, based on $1.56 per rentable square foot.”

4. Effective as of the Commencement Date for the 5231 California Premises, Item 8 shall be deleted in its entirety and substituted therefor shall be the following:

“8. Floor Area of Premises: Approximately 185,456 rentable square feet, comprised of the following:

5211 California Premises — approximately 63,440 rentable square feet
5231 California Premises — approximately 53,840 rentable square feet
5241 California Premises — approximately 53,840 rentable square feet
5251 California Premises — approximately 14,336 rentable square feet”

5. Effective as of the Commencement Date for the 5231 California Premises, Item 15 shall be deleted in its entirety and substituted therefor shall be the following:

“15. Vehicle Parking Spaces: Six Hundred Forty-Three (643); provided that during the Term as to the 5251 California Premises, Tenant shall be entitled to an additional forty-eight (48) vehicle parking spaces.”

     D. Condition of 5231 California Building. The warranty on the part of Landlord contained in Section 2.4 of the Lease shall be applicable and binding on Landlord as to the 5231 California Premises as of the Commencement Date for the 5231 California Premises (subject, however, to the terms and conditions of Exhibit X relating to any Landlord’s punch-list work for the Tenant Improvements). Provided Tenant shall notify Landlord of a non-compliance with such warranty obligation on or before sixty (60) days following the Commencement Date for the 5231 California Premises, then Landlord shall promptly after receipt of written notice from Tenant setting forth the nature and extent of such non-compliance, rectify same at Landlord’s cost and expense.

     E. Signage. Effective as of the January 1, 2011, the first sentence of Section 5.2 of the Lease, entitled “Signs”, shall be deleted in its entirety and substituted therefor shall be the following sentences’:

“Provided Tenant continues to lease the entire 5211 California Building, Tenant shall have the exclusive right to either: (i) one (1) exterior “eye brow” and one (1) exterior “building top” signs on the 5211 California Building, or (ii) two (2) exterior “building top” signs on the 5211 California Building, in either event for Tenant’s name and graphics to the extent permitted by the Signage Criteria (defined below). Provided Tenant continues to lease the entire 5231 California Building, Tenant shall have the exclusive right to: one (1) “eyebrow” sign and two (2) exterior “building top” signs on the 5231 California Building. Provided Tenant continues to lease the entire 5241 California Building, Tenant shall have the exclusive right to either: (a) one (1) exterior “eye brow” and one (1) exterior “building top” signs on the 5241 California Building, or (b) two (2) exterior “building top” signs on the 5241 California Building, in either event for Tenant’s name and graphics to the extent permitted by the Signage Criteria (defined below).”

     F. Utilities and Services. The parties confirm and agree that Tenant shall pay charges for “after hours” usage of HVAC units servicing the 5231 California Premises in accordance with the applicable provisions of the initial paragraph of Section 6.1 of the Lease.

     G. License for Generator. The reference in the first sentence of Section 6.6 of the Lease entitled “License for Generator” (as amended by Section III.F of the First Amendment) to “one (1)

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generator for the Building” is hereby revised to “one (1) generator for each of the 5211 California Building, the 5231 California Building, and the 5241 California Building”.

     H. Communications Equipment. Section 7.6 of the Lease, entitled “Communications Equipment” (as amended by Section III.G of the First Amendment) is hereby amended to provide Tenant a license (at no additional cost to Tenant) to install, maintain and operate one or more antennae (including but not limited to satellite dishes, line of sight transmitters and receivers, and the like) on each of the 5211 California Building, the 5231 California Building and the 5241 California Building (and during the 5251 Premises Term, one antenna on the roof of the 5251 California Premises) pursuant to the provisions of said Section 7.6.

     I. Representation and Warranty. Landlord agrees that the representation and warranty contained in Section 13.2 of the Lease applies to the 5231 California Premises.

     J. Assignment Rights. Section 9.7 added by way of Section III. C of the First Amendment is hereby deleted in its entirety, and substituted therefor shall be the following provisions:

“SECTION 9.7 Assignment Rights. In the event Tenant desires to assign this Lease, as amended, to an assignee which only wants to accept an assignment as to the 5241 California Premises, as to the 5211 California Premises or as to the 5231 California Premises, but not as to the entire Premises, then upon Tenant’s written request delivered to Landlord at the time of the request for Landlord’s consent to such assignment, Landlord shall also, if it grants its consent to such assignment, prepare two separate leases, one for the Premises to be accepted by the assignee and one for the remainder of the Premises, incorporating the relevant portions of the Lease so that the rights and obligations of Landlord and Tenant are properly allocated so that the original Lease, as hereby amended, is resurrected and a new lease is created for the Premises to be accepted by the assignee basically incorporating the terms and conditions of the original Lease, as hereby amended, but changing them as appropriate to be limited to the Premises to be accepted by the assignee as to the terms that apply to such Premises. Tenant’s rights under this Section 9.7 are subject to Landlord’s right to consent to any such proposed assignee as provided in Section 9.1 of the Lease, the rights and obligations of the parties under Sections 9.1(c) and 9.1(d) of the Lease, and the provisions of Section 9.2 of the Lease. Tenant shall reimburse Landlord for all of its legal fees in preparing such new leases, which can be on an estimated basis if done “in-house” and Tenant shall pay Landlord for such legal fees as estimated in good faith by Landlord.”

     K. Broker’s Commission. Article XVIII of the Lease is amended to provide that the parties recognize Irvine Realty Company (“Landlord’s Broker”) as the broker representing Landlord in connection with the negotiation of this Amendment, and that Tenant has represented itself in connection with the negotiation of this Amendment. Landlord shall be responsible for the payment of a brokerage commission to Landlord’s Broker, and as consideration for there being no brokerage commission payable to any broker representing Tenant, Landlord shall pay cash consideration to Tenant (the “In Lieu Consideration”) in the amount of the sum of; (i) 4.5% of Basic Rent payable for the 5231 California Premises under this Amendment during the initial 60 months following the Commencement Date for the 5231 California Premises, plus (ii) 2.5% of Basic Rent payable for the 5231 California Premises under this Amendment during the remaining months of the initial Term of the Lease for the 5231 California Premises. The In Lieu Consideration shall be payable 50% upon the full execution and delivery of this Amendment and 50% within thirty (30) days following the Commencement Date for the 5231 California Premises. Subject to Landlord’s compliance with the foregoing provisions for payment of the In Lieu Consideration, the warranty and indemnity provisions of Article XVIII of the Lease, as amended hereby, shall be binding and enforceable in connection with the negotiation of this Amendment.

     L. Tenant Improvements for the 5231 and 5241 California Premises. Landlord’s obligation to construct the Tenant Improvements under the Work Letter attached as Exhibit X to the First Amendment is hereby deleted in its entirety and shall have no further force or effect. Instead, Landlord shall construct certain Tenant Improvements in both the 5241 and the 5231 California Premises in accordance with the provisions of Exhibit X, Work Letter, attached to this Amendment.

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     M. Project Upgrades, Allowances and Tenant’s Contribution. Promptly following the effective date of this Amendment, Landlord shall commence the design and permitting of an athletic par course and upgraded landscaping, hardscaping and outdoors furniture improvements (with tables and chairs conducive for eating and outdoor meetings) in the grass area adjacent to the 5211 and 5251 California Buildings (collectively, the “Project Upgrades”), in accordance with plans and specifications to be prepared by Landlord and reasonably approved by Tenant. Upon Landlord and Tenant reaching a mutual agreement on the design of the Project Upgrades: (a) Landlord shall arrange for its architect to prepare plans and specifications for the Project Upgrades within thirty (30) days following such mutual agreement for Tenant’s approval, and (b) following Tenant’s approval of such plans and specifications, Landlord shall promptly submit such approved plans (or construction drawings based on such approval plans) to the City of Irvine and to the Ground Lessor to obtain both the necessary permits for the construction and installation thereof from the City of Irvine and approval of the Project Upgrades from the Ground Lessor, as required by the Ground Lease. Landlord shall act reasonably to obtain such permits and approvals promptly following such submission. Landlord shall engage a contractor selected by Landlord and reasonably approved by Tenant to construct and install the Project Upgrades pursuant to a “lump sum” or “fixed price” construction contract for a cost of work mutually acceptable to Landlord and Tenant in advance of Landlord’s entering into such construction contract. Landlord shall use commercially reasonable efforts in accordance with its normal and customary practices to cause the Project Upgrades to be constructed as soon as possible following the obtaining of the necessary permits therefor from the City of Irvine and approval thereof by the Ground Lessor.

     In addition to Landlord’s obligation to construct the Project Upgrades, Landlord agrees to fund the following allowances (collectively, the “Allowances”) towards the construction of the Project Upgrades (which are in addition to the “Landlord’s Contribution” towards the “Tenant Improvement Work,” as such terms are defined in the attached Exhibit X, Work Letter): (i) a $100,000.00 allowance at Landlord’s sole cost and expense; (ii) an additional $100,000.00, which shall be treated as a capital expense item of Operating Expenses having a useful life equal to the shorter of (y) the period from completion of the Project Upgrades through the Expiration Date, and (z) the period from the Commencement Date for the 5231 California Premises and the Expiration Date (the “In Service Period”); provided that Tenant shall pay the “Tenant’s Project Share” (as hereinafter defined) of such additional allowance (to the extent funded by Landlord towards the Project Upgrades) as a capital expense item of the Operating Expenses of the Project, amortized over the In Service Period at a market cost of funds as provided in, and payable in accordance with, the applicable provisions of Section 4.2(g) of the Lease (and if the Term for the 5211 California Premises and the 5241 California Premises expires prior to the Expiration Date, any unamortized portion of such additional allowance otherwise payable as the Tenant’s Project Share for such buildings shall be added into the Operating Expenses payable for the 5231 California Premises for the remainder of the Term of this Lease); and (iii) a final $100,000.00 allowance, which shall be treated as a capital expense item of Operating Expenses having a useful life equal to the In Service Period, the “Tenant’s Building Share” (as hereinafter defined) of which final allowance (to the extent funded by Landlord towards the Tenant Upgrades) shall be reimbursed by Tenant as a capital expense item of the Operating Expenses of the Building as a separate “Cost Pool,” amortized over the In Service Period at a market cost of funds as provided in, and payable in accordance with, the applicable provisions of Section 4.2(g) of the Lease. Tenant shall be responsible for the total cost of the Project Upgrades in excess of the Allowances (the “Tenant’s Contribution”); provided that Tenant shall have approved such excess costs as part of the approved construction contract for the Project Upgrades. During the course of construction of the Project Upgrades, Landlord shall not authorize any change orders nor approve any change directives which would result in the increase the Tenant’s Contribution or the amount of Operating Expenses payable by Tenant pursuant to clause (iii) of this Section III.M without Tenant’s prior written approval, which shall not be unreasonably withheld. As used herein, “Tenant’s Project Share” shall mean a fraction, the numerator of which is the total rentable square footage in the Project leased by Tenant from time to time during the In Service Period, and the denominator of which is the total rentable square footage of the Project. As used herein, “Tenant’s Building Share” shall mean 100%.

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IV. GENERAL.

     A. Effect of Amendments. The Lease shall remain in full force and effect except to the extent that it is modified by this Amendment.

     B. Entire Agreement. This Amendment embodies the entire understanding between Landlord and Tenant with respect to the modifications set forth in “III. MODIFICATIONS” above and can be changed only by a writing signed by Landlord and Tenant.

     C. Counterparts. If this Amendment is executed in counterparts, each is hereby declared to be an original; all, however, shall constitute but one and the same amendment. In any action or proceeding, any photographic, photostatic, or other copy of this Amendment may be introduced into evidence without foundation.

     D. Defined Terms. All words commencing with initial capital letters in this Amendment and defined in the Lease shall have the same meaning in this Amendment as in the Lease, unless they are otherwise defined in this Amendment.

     E. Corporate and Partnership Authority. If Tenant is a corporation or partnership, or is comprised of either or both of them, Tenant represents that each individual executing this Amendment for the corporation or partnership is duly authorized to execute and deliver this Amendment on behalf of the corporation or partnership and that this Amendment is binding upon the corporation or partnership in accordance with its terms.

V. EXECUTION.

     Landlord and Tenant executed this Amendment on the date as set forth in “I. PARTIES AND DATE.” above.

LANDLORD:		TENANT:
THE IRVINE COMPANY LLC		BROADCOM CORPORATION,
a Delaware limited liability company		a California corporation
By:	/s/ Leslie A. Corea	By:	/s/ Kenneth E. Venner                              9/10/10
	Leslie A. Corea		Kenneth E. Venner, Senior Vice President
	Senior Vice President,		Corporate Services and CIO
	On behalf of the Office of the Chairman
By:	/s/ Douglas G. Holte	By:	/s/ Eric K. Brandt
	Douglas G. Holte, President		Eric K. Brandt, Executive Vice President
	Office Properties		and Chief Financial Officer

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EXHIBIT A

5231 California Premises

First Floor

2nd Floor

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EXHIBIT X

WORK LETTER

(Landlord Build to Suit)

This Work Letter shall set forth the terms and conditions relating to the design and construction of certain tenant improvements in the 5231 California Premises (the “5231 California Tenant Improvements”) and of certain tenant improvements in the 5241 California Premises (the “5241 California Tenant Improvements”) to be managed and contracted for by Landlord, and shall supersede all prior work letters incorporated into the Lease for any other premises of the Building. Collectively, the 5231 California Tenant Improvements and the 5241 California Tenant Improvements are herein referred to as the “Tenant Improvements”. The “Tenant Improvement Work” shall consist of the design and construction of all Tenant Improvements pursuant to the approved “Final Drawings and Specifications” and the “Final Cost Proposal” (as such terms are defined below in this Work Letter).

Landlord shall independently retain the “TI Contractor” (as defined below) in accordance with the procedure described in Section II of this Work Letter, to construct the Tenant Improvements, and Landlord shall supervise such construction by the TI Contractor.

Except to the extent provided in this Work Letter or in the Amendment to which this Work Letter is attached, all defined terms used in this Work Letter shall have the same meaning set forth therefor in the Lease as modified by this Amendment (exclusive of any prior work letter incorporated therein).

I. ARCHITECTURAL AND CONSTRUCTION PROCEDURES.

A.

Subsequent to the date of this Amendment, Landlord shall approve a preliminary plan prepared by Beck and Martin, Architects (“Tenant’s Architect”) for the 5231 California Tenant Improvements and for the 5241 California Tenant Improvements (individually, a “Preliminary Plan”, and collectively, the “Preliminary Plans”) in accordance with Paragraph I.B below. The Preliminary Plan shall include Landlord’s building standard tenant improvements, materials and specifications for the Project and certain changes and/or additions to the building standards (as such modified building standard specifications were previously incorporated into the Tenant Improvements made by Tenant in the 5211 California Premises) which are reasonably approved by Landlord for the Tenant Improvement Work and noted or shown on the approved Preliminary Plans (collectively, “Building Standard Improvements”). Except for the construction and/or installation of certain similar Landlord approved tenant improvements previously constructed and/or installed in the Premises, any subsequent addition to or variation from Building Standard Improvements incorporated into the Tenant Improvements Work which is not indicated on the applicable Preliminary Plan agreed upon by Landlord and Tenant pursuant to Paragraph I.B below is herein referred to as a “Non-Standard Improvement”. Except as provided in Paragraph I.D below, Tenant shall have no obligation to demolish, remove or alter any of the Building Standard Improvements or any other Tenant Improvements (except for Non-Standard Improvements approved by Landlord in the Preliminary Plans and required to be removed as a condition of Tenant’s effective surrender of the Premises) upon the expiration or earlier termination of the Lease. Notwithstanding the foregoing, Tenant shall be required to remove at the expiration or earlier termination of the Lease, any security related equipment installed by or on behalf of Tenant in the Premises and the Building including, but not limited to, turnstyles.

B.

Landlord shall not withhold or condition its consent to the Preliminary Plans unless, and then only to the extent, a Design Problem exists. A Design Problem will be deemed to exist if the change or addition or improvement to the 5231 California Building, the 5241 California Building or Premises (i) does not comply with Applicable Laws, (ii) would have an adverse effect on the Building Structure, (iii)

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	would have an adverse effect on the Building Systems, (iv) would affect the exterior appearance of the 5231 California Building or the 5241 California Building, (v) would cause Landlord to incur increased costs to operate or manage the 5231 California Building or the 5241 California Building and Tenant does not agree to pay for such increased costs, or (vi) would alter or replace the mechanical systems serving the 5231 California Building or the 5241 California Building, including without limitation, the HVAC and life-safety systems, the ceiling grid and/or the lighting and plumbing systems serving the 5231 California Building or the 5241 California Building (individually and collectively, a “Design Problem”); provided, however, that in connection with the systems described in Subsection (vi) above, notwithstanding anything to the contrary in the Lease, Landlord’s sole rights with respect to such a Design Problem shall be to advise Tenant, at the time of Landlord’s approval of such alteration or replacement of such systems(s), whether or not Tenant shall be required to restore such system(s) with the Building Standard Improvements prior to the Expiration Date. Landlord shall have five (5) business days from the receipt of the Preliminary Plan(s) from Tenant to approve or disapprove such proposed Preliminary Plan. Should Landlord disapprove the Preliminary Plan, such disapproval shall be accompanied by specific reasons for disapproval specifying why a Design Problem exists and a detailed list of requested revisions. Any revision so reasonably requested by Landlord shall be incorporated into a revised Preliminary Plan by Tenant’s Architect. Tenant’s Architect shall submit a revised Preliminary Plan (as same has been modified as herein provided to eliminate or correct any Design Problem) to Landlord for approval, which shall not be withheld or conditioned by Landlord except to the extent necessary to eliminate any Design Problems, within five (5) business days following submission by Tenant’s Architect with this procedure being repeated until the Preliminary Plan has been approved by Landlord.
C.	Tenant’s Architect shall prepare and shall deliver to Landlord working drawings and specifications (“Working Drawings and Specifications”) based on the approved Preliminary Plan, in a form which is complete enough to allow subcontractors to bid on the work and to obtain all applicable permits, and which drawings may be completed in phases if phased construction of the Tenant Improvement Work is determined by Landlord and Tenant to be the most cost effective means of construction without delaying the completion of the Tenant Improvement Work. The Working Drawings and Specifications shall be prepared by Tenant’s Architect in accordance with all laws, permits and ordinances, and shall be compatible with Landlord’s CADD system. Landlord shall have five (5) business days from the receipt thereof to approve or disapprove the Working Drawings and Specifications (or any applicable phase thereof submitted by Tenant). In no event shall Landlord withhold or condition its approval, except for items not consistent with the approved Preliminary Plan and which create a Design Problem. Should Landlord disapprove the Working Drawings and Specifications, such disapproval shall be accompanied by specific reasons for disapproval specifying the inconsistencies with the approved Preliminary Plan and/or why a Design Problem exists and a detailed list of requested revisions. Any revision so reasonably requested by Landlord shall be incorporated by Tenant’s Architect into a revised set of Working Drawings and Specifications to the extent necessary to eliminate or correct any inconsistencies with the approved Preliminary Plan or any Design Problems, with this procedure being repeated until the Landlord has approved the Working Drawings and Specifications.
D.	To the extent a Design Problem does not exist, Landlord shall consent in writing to Tenant’s request for a revision to the Working Drawings and Specifications (“Change”), including any modification of a Standard Improvement to a Non-Standard Improvement in the applicable Preliminary Plan or any other modification of the Working Drawings and Specifications, if requested in writing by Tenant. In addition, Landlord agrees that it shall not withhold its consent to Tenant’s requested Changes to previously approved Non-Standard Improvements, unless such requested Change to the Non-Standard Improvements creates a Design Problem. All Standard Tenant Improvements and Non-Standard Improvements which are permanently affixed to the Premises shall become the property of Landlord at the end of the Lease Term and

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	shall be surrendered with the Premises at the end of the Term; except that Landlord may, by notice to Tenant given concurrently with the approval of the Working Drawings and Specifications, require Tenant to either remove all or any of the Tenant Improvements which constitute a Design Problem, to restore the applicable mechanical system(s) in which a Design Problem exists with the applicable Building Standard Improvements and to repair any damage to the Premises or the Common Area arising from such restoration and removal, or to reimburse Landlord for the reasonable cost of such removal, repair and replacement within thirty (30) days following invoicing by Landlord. Any such removals, repairs and replacements by Tenant shall be completed by the Expiration Date, or sooner termination of this Lease.
E.	Landlord shall submit the Working Drawings and Specifications to a bidding process involving KPRS, Roel Construction and at least one other licensed and reputable general contractor mutually agreed upon by Landlord and Tenant, who shall submit bids to construct the Tenant Improvements as set forth on, and in accordance with, the Working Drawings and Specifications. If requested by Landlord, all bidders shall seek bids from those HVAC, mechanical, electrical and plumbing engineers listed on Schedule 2 to this Work Letter (the “Pre-Approved Engineers”), provided that the fees charged by the Pre-Approved Engineers shall be commercially reasonable. Landlord shall, within one (1) business day of receipt of the bids, provide copies of the bid responses to Tenant. After adjustments, in consultation with Landlord, for any inconsistent assumptions to reflect an “apples to apples” comparison, Tenant shall select the qualified bidder as general contractor (the “TI Contractor”) and the bid so selected shall be referred to as the “Bid Amount”. The TI Contractor so selected by Tenant shall be retained by Landlord to assist Tenant and Tenant’s Architect in value engineering the Working Drawings and Specifications as hereinafter provided.
F.	Following Landlord’s retention of the TI Contractor, Tenant may coordinate value engineering of the Working Drawings and Specifications by the Tenant’s Architect, the TI Contractor and one or more of its subcontractors, and based on such value engineering efforts, Tenant’s Architect prepare and submit proposed final construction drawings and specifications (the “Final Drawings and Specifications”) to Landlord for Landlord’s approval. Landlord shall have five (5) business days from the receipt thereof to approve or disapprove such Final Drawings and Specifications. In no event shall Landlord withhold or condition its approval, except for items not consistent with the approved Working Drawings and Specifications and which create a Design Problem. Should Landlord disapprove the proposed Final Drawings and Specifications, such disapproval shall be accompanied by specific reasons for disapproval specifying the inconsistencies with the approved Working Drawings and Specifications and/or why a Design Problem exists and a detailed list of requested revisions. Any revision so reasonably requested by Landlord shall be incorporated by Tenant’s Architect into the Final Drawings and Specifications to the extent necessary to eliminate or correct any inconsistencies with the approved Working Drawings and Specifications or any Design Problems, with this procedure being repeated until the Landlord has approved the Final Drawings and Specifications. Tenant’s Architect shall submit a complete set of approved Final Drawings and Specifications (as same may have been modified as herein provided to incorporate Landlord’s suggested revisions) to the City of Irvine for all applicable building permits necessary to allow the TI Contractor to commence and fully complete the construction of the Tenant Improvements (the “Permits”), and, in connection therewith, Landlord shall coordinate with Tenant in order to allow Tenant, at its option, to take part in all phases of the permitting process. No material changes, modifications or alterations in the Final Drawings and Specifications may be made during the permitting process without the prior written consent of both Landlord and Tenant, which consent may not be unreasonably withheld, conditioned or delayed by either of them.
G.	Notwithstanding anything to the contrary herein or in the Lease, the costs associated with any ADA or other code compliance requirements of the Permits for upgrades or

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	alterations to the exterior Common Areas of the Project (including, without limitation, the Project’s parking facility and all points of access into the 5241 California Building and the 5231 California Building) shall not be included in the cost of the Tenant Improvement Work (“Code Compliance Work”). Landlord shall be responsible for performing any Code Compliance Work that is imposed as a condition to Tenant’s ability to obtain the Permit for the construction of the Tenant Improvements, except where such requirements are imposed due to the unique nature of the Tenant Improvements or Change requested by Tenant (as opposed to general office improvements), in which case Tenant shall be responsible for the cost of any such Code Compliance Work as part of the Completion Cost.
H.	Within fifteen (15) days following the Landlord’s and Tenant’s final mutual approval of the Final Drawings and Specifications (as evidenced by their written acknowledgment thereof), Tenant and the TI Contractor shall complete their negotiation of the “Final Cost Proposal” and Landlord shall provide Tenant with a reasonably detailed line item summary of the items of Completion Cost incurred by Landlord prior to entering into the TI Contract (the “Design Period Costs”). For purposes of this Work Letter, the “Final Cost Proposal” shall consist of the final negotiated bid from the TI Contractor approved by Tenant. Following receipt of the approved Final Cost Proposal and the “Over-Allowance Amount” (as defined in Section II.D below) from Tenant, Landlord shall enter into a “lump sum” or “fixed price” construction contract with the TI Contractor for construction of the Tenant Improvements for a cost of work not to exceed the Final Cost Proposal approved by Tenant (the “TI Contract”), and shall commence the construction of the Tenant Improvements. Tenant shall have no obligation to pay for, nor shall any portion of the Landlord’s Contribution be paid for, the cost of any completion or performance bond relating to (nor any similar security for) the Tenant Improvement Work.
I.	The TI Contract shall contain, at a minimum, terms and provisions requiring that TI Contractor name Tenant as an additional insured on TI Contractor’s commercial general liability insurance policy and naming Tenant as an additional indemnitee with the same rights of the owner set forth in any indemnity contained therein, and as a third-party beneficiary with respect to any warranties contained therein; provided, however that Tenant will not interfere with Landlord’s enforcement of any such warranties during Landlord’s one (1) year warranty period as as long as Landlord is diligently pursuing enforcement of any such warranty. The TI Contract shall also require, to the extent negotiable, that Tenant be named as third-party beneficiaries under all construction and equipment warranties (including without limitation, any mechanical, electrical and plumbing equipment installed as part of the Tenant Improvements, which Landlord shall endeavor to obtain for a minimum warranty term of ten (10) years from the date of Substantial Completion of the Tenant Improvements as shall be directed by Tenant, with the right to enforce such warranties directly against the obligor named therein. The cost of causing the construction and equipment warranties to have terms in excess of one (1) year shall be at Tenant’s sole cost and expense; provided, however, that Tenant shall have sole discretion with respect to the decision to obtain any warranty exceeding a term of one (1) year if Tenant is to be liable for the cost thereof.
J.	As part of the cost of the Tenant Improvement Work, Landlord shall carry (or shall require the TI Contractor to carry) “Builder’s All Risk” insurance in an amount not less than the replacement cost of the Tenant Improvements, which shall cover the restoration of the Tenant Improvements in the event of any construction period casualty. Landlord’s failure to maintain (or to cause the TI Contractor to maintain) such insurance shall not affect Landlord’s obligation to complete the Tenant Improvement Work, nor result in Tenant’s obligation to incur any additional cost for the Tenant Improvements, which shall be completed without any increase in the “Over-Allowance Amount” payable by Tenant due to Landlord’s failure to so maintain such insurance. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party

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	contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvement Work.
K.	A construction schedule shall be incorporated into the TI Contract approved by Tenant (the “Construction Schedule”), which shall include a period of at least ten (10) days prior to Substantial Completion for Tenant’s access to the 5231 California Premises in order to perform the “Tenant’s Fit-Out Work” (as defined in Section III.A below); and any updated Construction Schedule shall be provided to Tenant promptly following any construction meeting where a material change to such schedule is approved, and weekly progress updates shall be supplied during the construction of the Tenant Improvements.
L.	Prior to “Substantial Completion” (as defined in Section I.M below) of the Tenant Improvement Work, Landlord shall notify the TI Contractor, Tenant and Tenant’s Architect of the date and time of the inspection of the Tenant Improvement Work for purposes of determining whether the Tenant Improvement Work is Substantially Complete. Such scheduled date and time for the walk-through is referred to herein as the “Walk-Through Date.” Landlord, Tenant, Tenant’s Architect and the TI Contractor, shall meet at the 5231 California Premises or at the 5231 California Premises, as applicable, on the Walk-Through Date to determine whether the Tenant Improvement Work is Substantially Complete. If Tenant’s Representative is not available on the Walk-Through Date, Tenant shall notify Landlord of the same, in writing, at least two (2) days prior to the Walk-Through Date, in which case, the parties shall coordinate another date and time for the walk-through. Both Landlord and Tenant shall have the right to attend the walk-through inspections. If during the walk-through inspection of 5231 California Premises or the 5241 California Premises, Landlord and Tenant agree that the Tenant Improvement Work is Substantially Complete therein, then within two (2) business days following the Walk-Through Date associated with such walk-through inspection: (a) Landlord shall provide Tenant with a written list of those items of the Tenant Improvement Work that are in need of repair, or that have yet to be completed (the “Punch List”); provided, however, that any Punch List items shall be minor in nature, shall not materially impair Tenant’s use or occupancy of the 5231 California Premises or the 5241 California Premises, as applicable, and shall, in any case, be reasonably capable of completion within thirty (30) days after the applicable Walk-Through Date. Should Tenant disagree with any items on (or excluded from) the Punch List, Tenant shall notify Landlord, in writing, within two (2) business days following receipt of the proposed Punch List from Landlord, of such disagreement and Tenant’s proposed changes to the Punch List. If the parties are unable to agree upon the Punch List scope of work, then any such disagreement shall be resolved in accordance with Section IV of this Work Letter.
M.	Upon Substantial Completion of the Tenant Improvement Work, Landlord shall cause to be provided to Tenant (i) as-built drawings of the Tenant Improvements signed by the Tenant’s Architect, (ii) the final Punch List signed by Landlord, Tenant and the TI Contractor, (iii) the “Required Certificate” (as defined below) for the 5231 California Premises or the 5241 California Premises, as applicable, and (iv) those other items indicated on Schedule 3 to this Work Letter (collectively, the “Close-Out Package”). For purposes of this Work Letter and the Amendment to which it is attached, the Tenant Improvement Work shall be “Substantially Complete,” and “Substantial Completion” of the Tenant Improvement Work shall occur, upon the completion of construction of the Tenant Improvements in accordance with the Approved Working Drawings, with the exception of any minor Punch List items (which do not materially affect Tenant’s use and occupancy of the 5231 California Premises or of the 5241 California Premises, as applicable), and as evidenced by a temporary certificate of occupancy or its legal equivalent for the 5231 California Premises or for the 5241 California Premises, as applicable, to the extent required by the City of Irvine (the “Required Certificate”).

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N.	Landlord shall cause the Tenant Improvement Work to be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinances, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. The Tenant Improvement Work shall be subject to inspection at all times by Tenant and its representatives.
O.	Tenant hereby designates Hector Hershberger (949-926-5348) (“Tenant’s Representative”) as its representative and authorized agent for the purpose of receiving notices, approving submittals and issuing requests for Changes, and Landlord shall be entitled to rely upon authorizations and directives of such person(s) as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.
P.	Tenant and Landlord shall hold regular meetings at a reasonable time (but in no event to be required more often than weekly), with the Tenant’s Architect and the TI Contractor regarding the progress of the preparation of Final Drawings and Specifications, the Final Cost Proposal and the construction of the Tenant Improvements, which shall be held at the 5231 California Premises during the construction of the Tenant Improvements, or as otherwise mutually agreed by Landlord and Tenant. Tenant’s Representative shall receive prior notice of, and shall have the right to attend, all such meetings. In addition, minutes shall be taken at all such meetings by Tenant’s Architect, and a copy of which minutes shall be promptly delivered by Tenant’s Architect to Tenant. One such meeting each month shall include the review of Contractor’s current request for payment.

II. COST OF THE TENANT IMPROVEMENTS WORK

A.

Landlord shall provide to Tenant a tenant improvement allowance in the amount of One Million Three Hundred Forty-Six Thousand One Hundred Twelve Dollars ($ 1,346,112.00) (the “Landlord’s 5231 California Contribution”), based on $27.65 per usable square foot of the 5231 California Premises, towards the “Completion Cost” (as hereinafter defined) of the 5231 California Tenant Improvements, with any excess cost of the 5231 California Tenant Improvements to be borne solely by Tenant. If the actual Completion Cost of the 5231 California Tenant Improvements is less than the maximum amount provided for the Landlord’s 5231 California Contribution, then such savings shall inure to the benefit of Landlord and Tenant shall not be entitled to any credit or debit. Landlord shall cause the TI Contractor to construct the 5231 California Tenant Improvements in a good and workmanlike manner substantially in accordance with the approved Working Drawings and Specifications therefor, and substantially in accordance with the approved Construction Schedule included in the TI Contract, subject only to Tenant Delays and any events of force majeure. Subject to Tenant’s payment obligations contained in Section II.D below, Landlord shall construct and complete the Tenant Improvement Work free of any mechanics and/or material-men’s liens.

B.

Landlord shall provide to Tenant a tenant improvement allowance in the amount of One Million One Hundred Ninety-Four Thousand Seven Hundred Five Dollars ($1,194,705.00) (the “Landlord’s 5241 California Contribution”), based on $24.54 per usable square foot of the 5241 California Premises, towards the “Completion Cost” (as hereinafter defined) of the 5241 California Tenant Improvements, with any excess cost of the 5241 California Tenant Improvements to be borne solely by Tenant. If the actual Completion Cost of the 5241 California Tenant Improvements is less than the maximum amount provided for the Landlord’s 5241 California Contribution, then such savings shall inure to the benefit of Landlord and Tenant shall not be entitled to any credit or debit. Landlord shall cause the TI Contractor to construct the 5241 California Tenant Improvements in a good and workmanlike manner substantially in accordance with the approved Working Drawings and

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	Specifications therefor, and substantially in accordance with the approved Construction Schedule included in the TI Contract, subject only to Tenant Delays and any events of force majeure. Subject to Tenant’s payment obligations contained in Section II.D below, Landlord shall construct and complete the Tenant Improvement Work free of any mechanics and/or material-men’s liens.
C.	The “Completion Cost” shall mean the sum of the following costs incurred by Landlord toward the design, permitting and construction of the 5231 California Tenant Improvements and the 5241 California Tenant Improvements in accordance with the approved Working Drawings and Specifications therefor, including but not limited to the following: (i) payments made by Landlord to Tenant’s Architect (and any amount paid by Landlord to Tenant to reimburse Tenant for payments made to Tenant’s Architect) to prepare the Preliminary Plan, the Working Drawings and Specifications, and the Final Drawings and Specifications (and any revisions thereto), including Tenant’s Architect’s participation in any value engineering activities and in the design of any Changes requested by Tenant; (ii) the cost of any changes to the Final Drawings and Specifications required for the permits; (iii) payments made to the TI Contractor in accordance with the terms and conditions of the TI Contract and this Work Letter, for the construction of the Tenant Improvements, and all materials incorporated into the Tenant Improvement Work, including any work performed by the TI Contractor pursuant to any Change Orders requested by Tenant (the “TI Construction Costs”); (iv) TI Contractor’s profit and overhead, general conditions and insurance costs included in the TI Contract; (v) payments made to engineers, contractors, subcontractors and other third party consultants in the design and performance of the Tenant Improvement Work; (vi) permit fees and other sums paid to governmental agencies as required by or for the Permits; (vii) the “Landlord’s Construction Supervision Fee” (as hereinafter defined); (viii) the cost of Tenant’s security and cabling systems, in an amount not to exceed $2.50 per rentable square feet of the Premises; (ix) to the extent not obtained by the TI Contractor as part of the TI Construction Costs, the Builder’s Risk Insurance premium (as defined in Section I.I above); and (x) any sales and use taxes associated with any of the foregoing costs of the Tenant Improvement Work. Landlord shall receive a construction supervision fee for managing the work of the Tenant Improvements in the amount of two and one-half percent (21/2%) of the costs described in Subsections (ii) through (iv) above (the “Construction Management Fee”).
D.	Subject to the terms and conditions of this Work letter, Tenant shall be obligated to pay Landlord for any excess of the Completion Cost over the Landlord’s Contribution (the “Over-Allowance Amount”). When Tenant delivers the Final Cost Proposal to Landlord pursuant to Section I.H above, Tenant shall also deliver to Landlord the Over-Allowance Amount based on the Final Cost Proposal. Any increases in the Over-Allowance Amount resulting from any Changes requested or approved in advance by Tenant shall be delivered to Landlord within fifteen (15) days of Tenant’s receipt of an invoice for such portion of the Over-Allowance Amount from Landlord. Any unpaid remainder of the Over-Allowance Amount shall be due and payable within fifteen (15) days of Tenant’s receipt of an invoice for such portion of the Over-Allowance Amount, which invoice shall not be delivered by Landlord until all Punch List work associated with the Tenant Improvements is completed.

III. TENANT’S FIT-OUT WORK AND TENANT DELAYS

A. Provided that Tenant and its agents do not interfere with the TI Contractor’s work in the either the 5231 California Premises or in the 5241 California Premises, Landlord shall allow Tenant access to the 5231 California Premises and the 5241 California Premises as soon as is reasonably practicable, up to forty-five (45) days prior to the Substantial Completion of the Tenant Improvement Work therein, for the purpose of Tenant’s installation of Tenant’s equipment and fixtures (including Tenant’s data and telephone cabling); and Landlord shall cause the TI Contractor to provide Tenant with reasonable access to the 5231 California Premises and the 5241 California

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Premises at least ten (10) days prior to Substantial Completion of the Tenant Improvement Work therein for the purpose of Tenant’s installation of Tenant’s furniture, trade fixtures and computer, telephone and office equipment (the “Tenant’s Fit-Out Work”). Prior to Tenant’s entry into the Premises as permitted by the terms of this Section III.A, Tenant shall submit a schedule to Landlord and the TI Contractor, for their approval (not to be unreasonably withheld, and subject to their reasonable cooperation in accommodating such access), which schedule shall detail the timing and purpose of Tenant’s entry. Tenant shall hold Landlord harmless from and indemnify, protect and defend Landlord against any loss or damage to the Building or the Tenant Improvements, and against injury to any persons, caused by Tenant’s actions pursuant to this Section III.A. Landlord shall provide Tenant with reasonable access to and use of the elevators of the 5231 California Building and the 5241 California Building for the purpose of giving Tenant reasonable access for performing the Tenant’s Fit Out Work on the second floor thereof.

B.

Except as provided in this Section III.B, the Commencement Date for the 5231 California Premises shall occur as set forth in Section III.C(1) of this Amendment. To the extent there shall be a delay or there are delays in the Substantial Completion of the 5231 California Tenant Improvements or in the occurrence of any of the other conditions precedent to the Commencement Date for the 5231 California Premises, as set forth in this Amendment, as a direct or indirect, result of:

(i) a Preliminary Plan for the 5231 California Tenant Improvements is not approved (pursuant to the applicable provisions of Section I.B of this Work Letter) by January 1, 2011;

(ii) the final Drawings and Specifications for the 5231 California Tenant Improvements is not approved (pursuant to the applicable provisions of Section I.F of this Work Letter) by February 1, 2011;

(iii) the Permits for the 5231 California Tenant Improvements are not obtained by the Tenant’s Architect by March 1, 2011;

(iv) Tenant’s failure to comply with any deadlines for its response or approval contained in this Work Letter;

(v) A breach by Tenant of the terms of this Work Letter or the Lease;

(vi) Changes in any of the Final Drawings and Specifications requested by Tenant or because the same do not comply with Applicable Laws;

(vii) Tenant’s requirement for materials, components, finishes or improvements as part of the Final Drawings and Specifications (or any Change thereto) which are not available in a commercially reasonable time given the anticipated date of Substantial Completion of the Tenant Improvement Work;

(viii) Alterations to the Building Structure required by the Final Drawings and Specifications, which are approved by Landlord; or

(ix) Any other acts or omissions of Tenant, or its agents, or employees, which are not cured within two (2) business days following Tenant’s receipt of notice from Landlord that such other acts or omissions are delaying, or are reasonably likely to delay, the Substantial Completion of the 5231 California Tenant Improvements;

then such delay or delays shall be known collectively as “Tenant Delays”; provided, however, Tenant Delays shall not include any such delays to the extent caused by Landlord or Landlord’s agents. In the event of any such Tenant Delays, then

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notwithstanding anything to the contrary set forth in the Lease or this Work Letter and regardless of the actual date of the Substantial Completion of the 5231 California Tenant Improvements, the Commencement Date for the 5231 California Premises shall be deemed to be the date on which such Commencement Date would have occurred but for the Tenant Delays (but not earlier than June 1, 2011).

IV. DISPUTE RESOLUTION

A.	All claims or disputes between Landlord and Tenant arising out of, or relating to, this Work Letter shall be decided by the JAMS/ENDISPUTE (“JAMS”), or its successor, with such arbitration to be held in Orange County, California, unless the parties mutually agree otherwise. Within 10 business days following submission to JAMS, JAMS shall designate three arbitrators and each party may, within 5 business days thereafter, veto one of the three persons so designated. If two different designated arbitrators have been vetoed, the third arbitrator shall hear and decide the matter. If less than 2 arbitrators are timely vetoed, JAMS shall select a single arbitrator from the non-vetoed arbitrators originally designated by JAMS, who shall hear and decide the matter. Any arbitration pursuant to this section shall be decided within 30 days of submission to JAMS. The decision of the arbitrator shall be final and binding on the parties. All costs associated with the arbitration shall be awarded to the prevailing party as determined by the arbitrator.
B.	Notice of the demand for arbitration by either party to the Work Letter shall be filed in writing with the other party to the Work Letter and with JAMS and shall be made within a reasonable time after the dispute has arisen. The award rendered by the arbitrator shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. Except by written consent of the person or entity sought to be joined, no arbitration arising out of or relating to this Work Letter shall include, by consolidation, joinder or in any other manner, any person or entity not a party to the Work Letter unless (1) such person or entity is substantially involved in a common question of fact or law, (2) the presence of such person or entity is required if complete relief is to be accorded in the arbitration, or (3) the interest or responsibility of such person or entity in the matter is not insubstantial.
C.	The agreement herein among the parties to arbitrate shall be specifically enforceable under prevailing law. The agreement to arbitrate hereunder shall apply only to disputes arising out of, or relating to, this Work Letter, and shall not apply to other matters of dispute under the Lease except as may be expressly provided in the Lease.

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Schedule 2

Pre-Approved Engineers

1.     TKSC
2.     K-l

1

Schedule 3

Close-Out Package Checklist

Construction Project Close-out Checklist

date
project name, location
BRCM PM Name
PAR #, date
general contractor name
general contractor contact info

	Date	Stored
Item	Received	Location
1. Directories and Logs
Project Directory (vendor names and contact information)
Subcontractor Directory (sub-vendor names and contact information)
Signed Punch List
Submittal Log
2. As-Built CAD Disks/Drawings
Final Architectural As-Built Drawings
Electrical As-Builts
Life Safety As-Builts
HVAC As-Builts
Plumbing As-Builts
Fire Sprinklers As-Builts
3. Signed Job Cards (Permits)
Architectural
Mechanical/Electrical/Plumbing
Life Safety — Fire Dept
4. Occupancy
Temporary Certificate of Occupancy (if required)
Certificate of Occupancy (if required)
5. Warranty Letters
General Contractor
Millwork
Interior Glazing (& Glass Doors)
Drywall
Acoustical Ceiling
Carpet
Resilient Flooring & Base
Painting
Toilet Partitions
Fire Extinguishers
Appliances
Window Treatment
Decorative Film
Fire Sprinklers
Plumbing

1

	Date	Stored
Item	Received	Location
HVAC
Electrical
Life Safety
6. Operations & Maintenance Manuals
Millwork
Interior Glazing (& Glass Doors)
Carpet
Resilient Flooring & Base
Toilet Partitions
Fire Extinguishers
Appliances
Window Treatment
Decorative Film
Fire Sprinklers
Plumbing (& Compressed Air)
HVAC
Electrical
Life Safety
7. Commissioning Reports
HVAC
Electrical
Life Safety
Plumbing (& Compressed Air)
Air Balance Report
Other

2

September 20, 2010

Mr. Kenneth Skierski
Broadcom Corporation
5300 California Avenue
Irvine, California 92619

RE: Lease Amendment — Broadcom Corporation
5231 California, Suite 100
Irvine, California 92617

Dear Ken:

Enclosed for your records is a fully-executed Third Amendment to Lease for the above-referenced Premises.

Should you have any questions regarding the day-to-day operations of the building or services available at University Research Park, please call your property manager, Chris Mansour, at (949) 720-2446 or do not hesitate to call me at (949) 720-2230.

The Irvine Company LLC is pleased Broadcom Corporation selected University Research Park for their office needs. We look forward to a mutually beneficial business relationship with Broadcom Corporation for many years to come.

Sincerely,

Michael S. Hodges
Senior Leasing Director
Lic. 01027655
The Irvine Realty Company
As agent for Landlord
:kb

c: Chris Mansour, Property Manager

Enclosure

Lease ID: 223799

111 Innovation Drive, Irvine, CA 92617 949.720.2550

FULLY-EXECUTED

FOURTH AMENDMENT TO LEASE
(5251 California — Suite 150)

I. PARTIES AND DATE.

     This Fourth Amendment to Lease (the “Amendment”) dated and effective as of November 15, 2010, is by and between THE IRVINE COMPANY LLC, a Delaware limited liability company (“Landlord”), and BROADCOM CORPORATION, a California corporation (“Tenant”).

II. RECITALS.

     On October 31, 2007, Landlord and Tenant entered into a lease (the “Original Lease”) for all of the rentable space (approximately 63,440 rentable square feet) in the building located at 5211 California, Irvine, California (the “5211 California Premises”), which lease was amended by a First Amendment to Lease dated November 12, 2008 (the “First Amendment”) wherein Landlord leased to Tenant all of the rentable space (approximately 53,840 rentable square feet) in the building located at 5241 California Avenue (the “5241 California Premises”) as part of the Premises subject to the Lease, by a Second Amendment to Lease dated July 21, 2010 (the “Second Amendment”) wherein Landlord leased to Tenant approximately 14,336 rentable square feet of space in a building located at 5251 California Avenue (the “5251 California Premises”) as part of the Premises subject to the Lease, and by a Third Amendment to Lease dated September 14, 2010 (the “Third Amendment”) wherein Landlord leased to Tenant all of the rentable space (approximately 53,840 rentable square feet) in the building located at 5231 California Avenue (the “5231 California Premises”) as part of the Premises subject to the Lease, resulting in the aggregate rentable area of the Premises leased by Tenant comprising approximately 185,456 rentable square feet. The Original Lease, as so amended, is referred to herein as the “Lease”.

     Landlord and Tenant each desire to further modify the Lease to add approximately 2,021 rentable square feet of space commonly known as “Suite 150” on the first floor of the “5251 California Building” (as hereinafter defined), as an additional “Suite” leased by Tenant in the 5251 California Building, which space is more particularly described on Exhibit A attached to this Amendment and herein referred to as the “5251 California Expansion Space”, to adjust the Basic Rent and to make such other modifications as are set forth in “III. MODIFICATIONS” next below.

III. MODIFICATIONS.

     A. Premises. From and after the “Commencement Date for the 5251 California Expansion Space” (as hereinafter defined), and during the “5251 California Expansion Term” (as hereinafter defined), the 5251 California Expansion Space, together with the 5231 California Premises, the 5211 California Premises, the 5241 California Premises and, during the “5251 Premises Term” (as defined in the Second Amendment), the 5251 California Premises, shall collectively constitute the “Premises” under the Lease.

     B. Building. All references to the “Building” in the Lease shall be amended to refer, collectively, to (a) those three (3) buildings located at 5211 California (the “5211 California Building”), 5231 California (the “5231 California Building”) and at 5241 California (the “5241 California Building”), Irvine, California, and (b) during that portion of the Lease Term commencing on the Commencement Date for the 5251 Premises until the later to expire of the 5251 Premises Term or the 5251 California Expansion Term, a fourth (4^th) building located at 5251 California (the “5251 California Building”). Notwithstanding the collective definition of the term “Building,” the provisions of the Lease providing Landlord and Tenant with certain rights and obligations pursuant to Tenant’s leasing of the entire “Building” shall apply to each of the 5211 California Building, the 5241 California Building or the 5231 California Building (or any other building of the Project that is entirely leased by Tenant as part of the “Building” from time to time), individually; and the incorporation of the 5251 California Building in the “Building” pursuant to this Amendment shall not effectively modify any of the Landlord’s or Tenant’s rights under the Lease relating to Tenant’s leasing of any or all of the 5211 California Building, the 5241 California Building or the 5231 California Building in their entirety (or any other building of the Project that is entirely leased by Tenant as part of the “Building” from time to time), or which might otherwise be

1

affected as a result of Tenant leasing space in the Building that consists of less than the entire Building (including, for example, but not limited to, Tenant’s exclusive signage rights, any gross up protections, the limitation on Landlord’s management fee and subleasing rights conditioned on its leasing the entire Building); and for purposes of this Amendment, any rights of Tenant conditioned on its leasing the entire Building shall be retained by Tenant as to the 5211 California Building, the 5241 California Building and the 5231 California Building (and as to any other building of the Project that may be leased in its entirety by Tenant and incorporated into the “Building” during the 5251 Premises Term or during the 5251 California Expansion Term), and shall be modified so that such rights are modified only with respect to Tenant’s leasehold interest in the 5251 California Building and only for the duration of the later to expire of the 5251 Premises Term or the 5251 California Expansion Term.

     C. Basic Lease Provisions. The Basic Lease Provisions are hereby amended as follows:

1. Item 4 is hereby amended by adding the following:

“Commencement Date for the 5251 California Expansion Space” shall mean the date of Landlord’s tender of exclusive possession of the 5251 California Expansion Space to Tenant, free of all prior occupants and their property, but not sooner than January 1, 2011. Within thirty (30) days following the Commencement Date for the 5251 California Expansion Space, the parties shall document such date by a written memorandum on a form provided by Landlord (the “5251 California Expansion Space Commencement Date Notice”). Tenant’s failure to execute such Notice within ten (10) days following its receipt thereof from Landlord shall not affect the validity of Landlord’s correct determination of the Commencement Date set forth in the applicable Notice. The acknowledgments by Tenant contained in the second, third and fourth sentences of Section 2.2 of the Lease shall be applicable and binding with respect to Tenant’s lease of the 5251 California Expansion Space. As of the Commencement Date for the 5251 California Expansion Space, Tenant shall be conclusively deemed to have accepted that the 5251 California Expansion Space is in satisfactory condition and in conformity with the provisions of the Lease, subject to Landlord’s warranty in Section III.D of this Amendment below, and without affecting Landlord’s and Tenant’s respective obligations under Article VII of the Lease, as modified by this Amendment.”

2. Item 5 is hereby amended by adding the following:

“Term as to the 5251 California Expansion Space:

The Term as to the 5251 California Expansion Space (the “5251 Expansion Space Term”) shall expire on October 31, 2011, subject to Landlord’s “Recapture Right” and Tenant’s “Termination Right” (as such terms are defined in the Second Amendment to this Lease, as modified by this Amendment).”

3. Item 6 is hereby amended by adding the following:

“Basic Rent for the 5251 California Expansion Space: Commencing on the Commencement Date for the 5251 California Expansion Space, the Basic Rent for the 5251 California Expansion Space shall be Two Thousand Eight Hundred Twenty-Nine Dollars ($2,829.00) per month, based on $1.40 per rentable square foot.”

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4. Effective as of the Commencement Date for the 5251 California Expansion Space, Item 8 shall be deleted in its entirety and substituted therefor shall be the following:

“8. Floor Area of Premises: Approximately 187,477 rentable square feet, comprised of the following:

5211 California Premises — approximately 63,440 rentable square feet
5231 California Premises — approximately 53,840 rentable square feet
5241 California Premises — approximately 53,840 rentable square feet
5251 California Premises — approximately 14,336 rentable square feet
5251 California Expansion Space — approximately 2,021 rentable square feet”

5. Effective as of the Commencement Date for the 5251 California Premises, Item 15 shall be deleted in its entirety and substituted therefor shall be the following:

“15. Vehicle Parking Spaces: Six Hundred Forty-Three (643); provided that during the 5251 Premises Term, Tenant shall be entitled to an additional forty-eight (48) vehicle parking spaces, and during the 5251 Expansion Space Term, Tenant shall be entitled to an additional seven (7) vehicle parking spaces.”

     D. Condition of 5251 California Expansion Space. The warranty on the part of Landlord contained in Section 2.4 of the Lease shall be applicable and binding on Landlord as to the 5251 California Expansion Space as of the Commencement Date for the 5251 California Expansion Space. Provided Tenant shall notify Landlord of a non-compliance with such warranty obligation on or before sixty (60) days following the Commencement Date for the 5251 California Expansion Space, then Landlord shall promptly after receipt of written notice from Tenant setting forth the nature and extent of such non-compliance, rectify same at Landlord’s cost and expense.

     E. Right to Extend the Lease. The parties confirm and agree that Tenant’s right to extend the Lease contained in Section 3.4 of the Lease shall not be applicable as to the 5251 California Expansion Space.

     F. Operating Expenses. Section 4.2 of the Lease is modified solely with respect to the 5251 California Expansion Space as follows:

1. Effective as of the Commencement Date for the 5251 California Expansion Space and only for the duration of the 5251 Expansion Space Term, “Tenant’s Share” of “Operating Expenses” (as those terms are defined in Section 4.2 of the Lease) for the 5251 California Expansion Space only shall be determined by multiplying the cost of Operating Expenses items by a fraction, the numerator of which is the Floor Area of the 5251 California Expansion Space and the denominator of which is the total rentable square footage, as determined from time to time by Landlord, of (i) the 5251 California Building for expenses determined by Landlord to benefit or relate substantially to the 5251 California Building exclusively, rather than the 5251 California Building and one or more additional buildings of the Project, and (ii) the 5251 California Building and one or more additional buildings of the Project, for expenses determined by Landlord to benefit or relate substantially to 5251 California Building and one or more additional buildings of the Project rather than the 5251 California Building exclusively.

2. Notwithstanding Section 4.2(b) of the Lease, in lieu of a separate written estimate of Tenant’s Share of Operating Expenses for the 5251 California Expansion Space, the parties agree that estimated amount of Tenant’s Share of Operating Expenses for the 5251 California Expansion Space during the Expense Recovery Period ended June 30, 2011 shall be One Thousand One Hundred Ninety Two and 39/100 Dollars ($1,192.39) per month, based on $0.59 per rentable square foot, subject to reconciliation of such Operating Expenses in accordance with Section 4.2(c) of the Lease.

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3. The management fee payable under the Lease for the 5251 California Expansion Space during the 5251 Expansion Space Term shall be 3.25% of total rent (including Basic Rent and Operating Expenses) payable under the Lease for the 5251 California Expansion Space. Notwithstanding anything to the contrary in Section 4.2(g) of the Lease, the inclusion of the 5251 California Expansion Space in the Building shall not allow Landlord to (a) modify the two percent (2%) management fee payable under the Lease for the 5211 California Premises, the 5241 California Premises or for the 5231 California Premises (nor for any other building of the Project that may be leased in its entirety by Tenant and incorporated into the Building during the 5251 Premises Term or during the 5251 Expansion Space Term, for so long as Tenant is maintaining all “Building Systems” in such portions of the Building as provided in said Section 4.2(g)), nor (b) gross up the Operating Expenses of the 5251 California Building nor any other portion of the Building.

     G. Signs. Effective as of the Commencement Date for the 5251 California Expansion Space and for the duration of the 5251 Expansion Space Term, the following provisions shall be added as an additional paragraph at the end of Section 5.2 of the Lease (and the 5251 California Premises signage provisions added to the Lease by previous amendment are hereby modified to reflect the following additional signage rights of Tenant in the 5251 California Building during the 5251 Expansion Space Term):

“Provided Tenant has not sublet substantially the entire 5251 California Expansion Space (except pursuant to a “Permitted Transfer” as defined in the Lease), effective as of the Commencement Date for the 5251 California Expansion Space and for the duration of the 5251 Expansion Space Term, in addition to the signage granted to Tenant pursuant to Section 5.2 of the Lease, as amended, Tenant shall have the non-exclusive right to lobby directory signage in the first floor lobby of the 5251 California Building for the Suite, and Suite entry signage for the 5251 California Expansion Space, subject to Landlord’s right of prior approval that such signage is in compliance with the “Signage Criteria” (as defined in said Section 5.2). Tenant’s signage rights for the 5251 California Expansion Space shall be subject to terms and restrictions of this Section 5.2 set forth above.”

     H. Applicability of Certain Sections. Effective as of the Commencement Date for the 5251 California Expansion Space and for the duration of the 5251 Expansion Space Term only, the following Sections of the Second Amendment shall be applicable to, and binding with respect to, the 5251 California Expansion Space as well as to the 5251 California Premises: III.H Utilities and Services; III.I Tenant’s Maintenance and Repair; III.J Landlord’s Maintenance and Repair; III.K Landlord’s Recapture Right; III.L Tenant’s Termination Right; and III.M Representation and Warranty.

     I. Broker’s Commission. Article XVIII of the Lease is amended to provide that the parties recognize Irvine Realty Company (“Landlord’s Broker”) as the broker representing Landlord in connection with the negotiation of this Amendment, and that no broker has represented Tenant in connection with the negotiation of this Amendment. Landlord shall be responsible for the payment of a brokerage commission to Landlord’s Broker. The warranty and indemnity provisions of Article XVIII of the Lease, as amended hereby, shall be binding and enforceable in connection with the negotiation of this Amendment.

     J. Acceptance of the 5251 California Expansion Space. Subject to Landlord’s warranty in Section III.D of this Amendment above, Tenant acknowledges that the lease of the 5251 California Expansion Space pursuant to this Amendment shall be on an “as-is” basis without further obligation on Landlord’s part as to improvements whatsoever, except that Landlord shall paint and carpet the 5251 California Expansion Space at its sole cost and expense prior to the Commencement Date for the 5251 California Expansion Space.

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IV. GENERAL.

     A. Effect of Amendments. The Lease shall remain in full force and effect except to the extent that it is modified by this Amendment.

     B. Entire Agreement. This Amendment embodies the entire understanding between Landlord and Tenant with respect to the modifications set forth in “III. MODIFICATIONS” above and can be changed only by a writing signed by Landlord and Tenant.

     C. Counterparts. If this Amendment is executed in counterparts, each is hereby declared to be an original; all, however, shall constitute but one and the same amendment. In any action or proceeding, any photographic, photostatic, or other copy of this Amendment may be introduced into evidence without foundation.

     D. Defined Terms. All words commencing with initial capital letters in this Amendment and defined in the Lease shall have the same meaning in this Amendment as in the Lease, unless they are otherwise defined in this Amendment.

     E. Corporate and Partnership Authority. If Tenant is a corporation or partnership, or is comprised of either or both of them, Tenant represents that each individual executing this Amendment for the corporation or partnership is duly authorized to execute and deliver this Amendment on behalf of the corporation or partnership and that this Amendment is binding upon the corporation or partnership in accordance with its terms.

V. EXECUTION.

     Landlord and Tenant executed this Amendment on the date as set forth in “I. PARTIES AND DATE.” above.

LANDLORD:		TENANT:
THE IRVINE COMPANY LLC a Delaware limited liability company		BROADCOM CORPORATION, a California corporation
By	/s/ Steven M. Case	By	/s/ Kenneth E. Venner
	Steven M. Case Executive Vice President Office Properties		Kenneth E. Venner, Senior Vice President Corporate Services and CIO
By	/s/ Holly McManus	By	/s/ Eric K. Brandt
	Holly McManus, Vice President Operations, Office Properties		Eric K. Brandt, Executive Vice President and Chief Financial Officer

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EXHIBIT A

5251 California Expansion Space

First Floor

EXHIBIT A

1

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF THE COMPANY

	State or Other Jurisdiction of
Name of Entity	Incorporation or Organization
Broadcom International Limited	Cayman Islands
Broadcom Singapore Pte Ltd.	Singapore
Broadcom Asia Distribution Pte Ltd.	Singapore
ServerWorks Corporation	Delaware
ServerWorks International Ltd.	Cayman Islands

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
Broadcom Corporation:

We consent to the incorporation by reference in the registration statements (Nos. 333-93457, 333-49158, 333-49680, 333-51632, 333-53492, 333-58498, 333-58574, 333-67702, 333-90862, 333-107882, 333-114405, 333-116877, 333-117866, 333-127775, 333-132533, 333-140188, 333-142526, 333-148971, 333-157089, and 333-164685) on Form S-8 (No. 333-112997) on Form S-4, and (No. 333-157088) on Form S-3 of Broadcom Corporation of our reports dated February 2, 2011, with respect to the consolidated balance sheets of Broadcom Corporation and subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of income, shareholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2010, and the related consolidated financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2010, which reports appear in the December 31, 2010 annual report on Form 10-K of Broadcom Corporation.

Our report on the consolidated financial statements refers to the Company’s 2010 adoption of the provisions of FASB Accounting Standards Codification (ASC) Topic 605, Multiple-Deliverable Revenue Arrangements, and FASB ASC Topic 985, Certain Revenue Arrangements That Include Software Elements, and the Company’s 2009 adoption of FASB ASC Topic 805, Business Combinations.

/s/ KPMG                                    

Irvine, California
February 2, 2011

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Scott A. McGregor, certify that:

          1. I have reviewed this Annual Report on Form 10-K of Broadcom Corporation;

          2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

          3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

          4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

          5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Scott A. McGregor

Scott A. McGregor

President and Chief Executive Office

(Principal Executive Officer)

Date: February 2, 2011

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Eric K. Brandt, certify that:

          1. I have reviewed this Annual Report on Form 10-K of Broadcom Corporation;

          2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

          3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

          4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

          5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Eric K. Brandt

Eric K. Brandt

Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)

Date: February 2, 2011

EX-32.1

Exhibit 32

          The following certifications are being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and pursuant to SEC Release No. 33-8238 are being “furnished” to the SEC rather than “filed” either as part of the Report or as a separate disclosure statement, and are not to be incorporated by reference into the Report or any other filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The foregoing certifications shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18 or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Certification of Chief Executive Officer

          Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Broadcom Corporation (the “Company”) hereby certifies, to such officer’s knowledge, that:

(i) the accompanying Annual Report on Form 10-K of the Company for the annual period ended December 31, 2010 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Scott A. McGregor

Scott A. McGregor

Chief Executive Officer

Date: February 2, 2011

Certification of Chief Financial Officer

          Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Broadcom Corporation (the “Company”) hereby certifies, to such officer’s knowledge, that:

(i) the accompanying Annual Report on Form 10-K of the Company for the annual period ended December 31, 2010 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Eric K. Brandt

Eric K. Brandt

Chief Financial Officer

Date: February 2, 2011