##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 20-F/A
 (Amendment No. 1)
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT
OF 1934
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended October 31, 2007
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 o
    
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 Date of event requiring this shell company report
 Commission File Number: 333-137664
 Avago Technologies Finance Pte. Ltd.
 (Exact name of registrant issuer as specified in its charter)
 (Not Applicable)  (Translation of the registrants name into English)
 Republic of Singapore  (Jurisdiction of incorporation or organization)
 1 Yishun Avenue 7
Singapore 768923
Tel: (65) 6755-7888  (Address of principal executive offices)
    210,460,262 ordinary shares as of
October 31, 2007
 o þ
 o þ
  þ o
  o o þ
 o þ
 o þ




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##### 



TABLE OF CONTENTS
 PagePART I
    
    
    3Item 6. Directors, Senior Management and Employees
    
    
    3Item 7. Major Shareholders and Related Party Transactions
    
    
    24PART II
    
    
    32Item 16A. Audit Committee Financial Expert
    
    
    32Item 16B. Code of Ethics
    
    
    32Item 16C. Principal Accountant Fees and Services
    
    
    32PART III
    
    
    34Item 19. Exhibits
    
    
    34EXHIBIT 4.18EXHIBIT 4.19EXHIBIT 4.29EXHIBIT 4.30EXHIBIT 4.31EXHIBIT 4.32EXHIBIT 4.33EXHIBIT 4.34EXHIBIT 4.35EXHIBIT 12.1EXHIBIT 12.2EXHIBIT 13.1EXHIBIT 13.2




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##### Table of Contents



EXPLANATORY NOTE
   
 PART I
 
 Item 6. Directors, Senior Management and Employees
  Name
    
    Age
    
    PositionHock. E. Tan
    
    
    56
    
    
    President, Chief Executive Officer and DirectorMercedes Johnson
    
    
    53
    
    
    Senior Vice President, Finance and Chief Financial
OfficerBian-Ee Tan
    
    
    61
    
    
    Chief Operating OfficerBryan Ingram
    
    
    43
    
    
    Senior Vice President and General Manager, Wireless
Semiconductor DivisionFariba Danesh
    
    
    49
    
    
    Senior Vice President and General Manager, Fiber
Optics Products DivisionJeffrey S. Henderson
    
    
    48
    
    
    Senior Vice President, Strategy & Business DevelopmentPatricia H. McCall
    
    
    53
    
    
    Vice President, General CounselDick M. Chang
    
    
    68
    
    
    Chairman of the Board of DirectorsAdam H. Clammer (1)
    
    
    37
    
    
    DirectorJames A. Davidson (2)
    
    
    48
    
    
    DirectorJames Diller
    
    
    72
    
    
    DirectorJames H. Greene, Jr. (2)
    
    
    57
    
    
    DirectorKenneth Y. Hao (1)
    
    
    39
    
    
    DirectorJohn R. Joyce (1)
    
    
    54
    
    
    DirectorDonald Macleod (1)
    
    
    59
    
    
    DirectorBock Seng Tan
    
    
    64
    
    
    Director
 
 *
    
    Ms. J. F. Lien, a financial consultant and formerly chief financial officer of Integrated
Circuit Systems, Inc., was appointed to the Board of Directors in November 2007 but resigned due to
personal reasons in January 2008. Mr. James Stewart, former Vice President and General Manager,
ASIC Product Division, left the Company in November 2007.(1)
    
    Member of the Audit Committee(2)
    
    Member of the Compensation Committee Hock E. Tan
 3




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##### Table of Contents



Mercedes Johnson
 Bian-Ee Tan
 Bryan Ingram
 Fariba Danesh
 Jeffrey S. Henderson
 Patricia H. McCall
 Dick M. Chang
 4




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##### Table of Contents



Adam H. Clammer
 James A. Davidson
 James Diller
 James
H. Greene , Jr.
 Kenneth Y. Hao
 John R. Joyce
 Donald Macleod
 Bock Seng Tan
  5




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##### Table of Contents



Board Composition
  Committees of the Board
  Audit Committee
  
    
    The integrity of our financial statements;
    
    Our compliance with legal and regulatory requirements;
    
    Independent registered public accounting firms qualifications and independence; and
    
    The performance of our internal audit function and independent registered public
accounting firm.
  Compensation Committee
   Treasury Strategy Committee
  Director Compensation
  6




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##### Table of Contents



Fees Earned orPaid in
    
    OptionCash
    
    Awards
    
    TotalName (1)
    
    ($)
    
    ($)(2)
    
    ($)Dick M. Chang
    
    
    75,000
    
    
    
    1,169,569
    (3)
    
    
    1,244,569Adam H. Clammer
    
    
    50,000
    
    
    
    0
    
    
    
    50,000James A. Davidson
    
    
    50,000
    
    
    
    0
    
    
    
    50,000James Diller, Senior
    
    
    50,000
    
    
    
    0
    
    
    
    50,000James H. Greene, Jr.
    
    
    50,000
    
    
    
    0
    
    
    
    50,000Kenneth Y. Hao
    
    
    50,000
    
    
    
    0
    
    
    
    50,000John R. Joyce
    
    
    50,000
    
    
    
    0
    
    
    
    50,000Michael Marks (4)
    
    
    50,000
    
    
    
    0
    
    
    
    50,000Bock Seng Tan
    
    
    50,000
    
    
    
    0
    
    
    
    50,000
 
 (1)
    
    Mr. Macleod was not appointed to our Board of Directors until November 2007.(2)
    
    Represents expense recognized by us in fiscal year 2007 related to options determined in
accordance with Statement of Financial Accounting Standards No. 123(R), Share Based Payment,
or SFAS 123R. Please see Note 11 in our consolidated financial statements included in this
Form 20-F for the valuation assumptions used in determining such amounts.(3)
    
    In January 2007, in substitution for options held as an employee, Mr. Chang was granted
in-the-money options to purchase an aggregate of 1,033,332 ordinary shares of Parent, all of
which remained outstanding as of October 31, 2007, under the Amended and Restated Equity
Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries, which
we refer to as the Executive Plan, at exercise prices consistent with the expired options.
This included options to purchase 266,666 with an exercise price of $1.25 per share and having
a fair value under SFAS 123R of $74,506, 216,666 with an exercise price of $5.00 per share and
having a fair value under SFAS 123R of $379,101 and 550,000 with an exercise price of $5.00
per share and having a fair value under SFAS 123R of $715,962. Options to purchase 483,332
ordinary shares vested on January 31, 2007; the balance vest pro-rata annually over four years
subject to Mr. Changs continued service on Parents Board of Directors. The options
automatically exercise upon the earliest of the termination of Mr. Changs service on Parents
Board of Directors, a change in control of Parent or the fifth anniversary of the date of
grant. Please see Note 11 in our consolidated financial 7




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##### Table of Contents



statements included in this Form 20-F for the valuation assumptions used in determining fair
value of Mr. Changs options under SFAS 123R.(4)
    
    Mr. Marks resigned from our Board of Directors effective July 31, 2007. Executive Compensation
 Compensation Discussion and Analysis
 Executive Summary
    Objectives and Philosophy of Our Executive Compensation Program
  
    
    Radford Executive Technology Survey (U.S)
    
    Radford Benchmark Technology Survey (U.S)
    
    Radford International Technology Survey
    
    Radford International Technology Survey (Germany)
    
    Radford International Technology Survey (Italy)
    
    Mercer High Tech Salary Survey (Asia)
  
    
    Altera Corporation
    
    Atmel Corporation
    
    Cypress Semiconductor Corporation
 8




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##### Table of Contents




    
    Fairchild Semiconductor
    
    International Rectifier Corporation
    
    LSI Logic Corporation
    
    Marvell Semiconductor, Inc.
    
    Maxim Integrated Products Inc.
    
    Microchip Technology Inc.
    
    National Semiconductor Corporation
    
    ON Semiconductor Corporation
    
    Qimonda North America
    
    Sharp Microelectronics of the Americas
    
    Spansion LLC
    
    STMicroelectronics
    
    Xilinx Inc.
    
    Intersil Corporation
   
    
    Attract and retain qualified, experienced and talented executives, understanding
competitive pressures from our Peer Group Companies;
    
    Motivate and reward executives whose skills, knowledge and performance are critical
to the on-going success of our company;
    
    Encourage executives to focus on the achievement of corporate and financial
performance goals and metrics by aligning the incentive reward program to the
achievement of both functional/divisional goals and corporate goals; and
    
    Aligning the interests of our executives with those of our shareholders. A
significant portion of total compensation paid to Avago executives is in the form of
equity. As such, this serves both as a long term retention strategy and aims to align
the interests of our executives with shareholders by tying a significant portion of
each executives compensation to returns realizable by our shareholders.
 Components of Our Executive Compensation Program
  
    
    Annual Base Salary
    
    Annual (fiscal year) Cash Incentive Program
    
    Equity Incentive (opportunities to purchase ordinary shares)
    
    Perquisites
 Annual Cash Compensation
 Base Salary
  9




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(i)
    
    individual performance throughout the prior fiscal year (based on set targets);(ii)
    
    comparatio, which is the actual pay rate of our executives divided by market
pay rates from the Market Salary Surveys; and(iii)
    
    internal equity.
   New Base SalaryPercentage
    
    Effective February 1,Name
    
    Increase
    
    2007Hock E. Tan, President and Chief Executive Officer
    
    
    0
    
    
    $
    600,000Mercedes Johnson, Senior Vice President, Finance and
Chief Financial Officer
    
    
    14
    
    
    $
    400,008Bian-Ee Tan, General Manager and President, Asia (1)
    
    
    3
    
    
    $
    514,828
    (2)Bryan Ingram, Vice President and General Manager,
Wireless Semiconductor
Division (3)
    
    
    2
    
    
    $
    321,732James Stewart, Former Vice President and General
Manager, ASIC Products
Division
    
    
    10
    
    
    $
    287,052
 
 (1)
    
    Mr. Bian-Ee Tan was promoted to Chief Operating Officer of Parent on November 1, 2007.(2)
    
    Converted from Malaysian Ringgits using the January 2008 conversion ratio of 3.3402 Ringgits
to the U.S. Dollar.(3)
    
    Mr. Bryan Ingram was promoted to Senior Vice President and General Manager, Wireless
Semiconductor Division on November 1, 2007.   10




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Annual Cash Incentive Program
    11




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2007
    
    2007Weighting
    
    AchievementParticipation
    
    
    
    as a
    
    as aRate as a
    
    
    
    Percentage
    
    PercentagePercentage of
    
    
    
    of Bonus
    
    of Bonus
    
    2007Name
    
    Base Salary
    
    Bonus Metric
    
    Target
    
    Target
    
    PayoutHock E. Tan,
    
    
    
    Discretionary Award
    
    
    
    
    
    $600,000President and Chief
    
    
    
    (as described above)Executive OfficerMercedes Johnson,
    
    
    
    Expense Budgets
    
    30%
    
    34.3%Senior Vice
    
    
    
    Financial Systems and Controls
    
    30%
    
    30.0%President, Finance
    
    
    
    Corporate Goals
    
    40%
    
    22.5%and Chief Financial Officer
    
    75%
    
    Total Performance-Based Bonus
    
    100%
    
    86.8%
    
    $260,405Bian-Ee Tan,
    
    
    
    Revenue
    
    30%
    
    27.7%General Manager and
    
    
    
    Contribution Profit
    
    30%
    
    27.0%President, Asia
    
    
    
    Corporate Goals
    
    40%
    
    22.5%75%
    
    Total Performance-Based Bonus
    
    100%
    
    77.2%
    
    $298,085Discretionary Award
    
    
    
    
    
    $206,951Total Bonus
    
    
    
    
    
    $505,036(1)Bryan Ingram, Vice
    
    
    
    Design Win Targets
    
    30%
    
    45.0%President and General
    
    
    
    Gross Margin Budget
    
    30%
    
    31.7%Manager, Wireless
    
    
    
    Corporate Goals
    
    40%
    
    22.5%Semiconductor Division
    
    40%
    
    Total Performance-Based Bonus
    
    100%
    
    99.2%
    
    $127,662Discretionary Award
    
    
    
    
    
    $122,338Additional Discretionary Award
    
    
    
    
    
    $  35,929Total Bonus
    
    
    
    
    
    $285,929James Stewart,
    
    
    
    Design Win Milestones
    
    20%
    
    20.0%Former Vice
    
    
    
    Design Win Targets
    
    20%
    
    25.7%President and General
    
    
    
    Contribution Profit
    
    20%
    
    18.6%Manager, ASIC Products
    
    
    
    Corporate Goals
    
    40%
    
    22.5%Division
    
    40%
    
    Total Performance-Based Bonus
    
    100%
    
    86.8%
    
    $  81,725Discretionary Award
    
    
    
    
    
    $  33,096Total Bonus
    
    
    
    
    
    $114,821
 
 (1)
    
    The amount reported differs from that reported in the Summary Compensation
Table below because of currency fluctuations. Mr. Bian-Ee Tan was awarded his bonus
amount in U.S. dollars which was converted into Malaysian Ringgits at the time of
payment. The Summary Compensation Table uses 3.3420 Malaysian Ringgits per U.S.
dollar, which is the accounting rate for January 2008 as reported by Bloomberg L.P., to
convert the amount paid in Malaysian Ringgits back into U.S. dollars. 12




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Equity Incentive Compensation
    Termination-Based Compensation
    13




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Name
    
    Termination Benefit
    
    Termination Benefit(Without cause or for
good reason, death or
disability)
    
    (Without cause or for
good reason, death or
disability within 3
months prior to or 12
months following a
change of control)Hock E. Tan,
President and Chief
Executive Officer
    
    Continued salary for
12 months paid in 12
monthly installments,
and an amount equal
to the lesser of his
prior years bonus or
prior years target
bonus paid in 12
monthly installments
    
    Continued salary for
24 months paid in 24
monthly installments,
and an amount equal
to 200% of the lesser
of his prior years
bonus or prior years
target bonus paid in
24 monthly
installments12 months accelerated
vesting for options
held by him which
would otherwise vest
based upon the
passage of time and
his continued
employmentMercedes Johnson,
Senior Vice
President, Finance
and Chief Financial
Officer
    
    Continued salary for
6 months paid in 6
monthly installments,
and an amount equal
to the lesser of 50%
of her prior years
bonus or prior years
target bonus paid in
6 monthly installments
    
    Continued salary for
12 months paid in 12
monthly installments,
and an amount equal
to the lesser of her
prior years bonus or
prior years target
bonus paid in 12
monthly installmentsContinuation of
benefits (group
health, dental and
vision) for herself
and any covered
dependents for up to
6 months
    
    12 months accelerated
vesting for options
held by her which
would otherwise vest
based upon the
passage of time and
her continued
employmentContinuation of
benefits (group
health, dental and
vision) for herself
and any covered
dependents for up to
12 months
   14




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Other Compensation
     Name
    
    PerquisitesHock E. Tan, President and
Chief Executive Officer
    
    Relocation expenses and reimbursement for
travel to a residence in PennsylvaniaBian-Ee Tan, General
Manager and President, Asia
    
    Housing allowance and club membershipsJames Stewart, Former Vice
President and General
Manager, ASIC Products
Division
    
    Use of company car and car allowance
 15




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Fiscal Year 2007 Summary Compensation Table
  Change inPension ValueandNon-Equity
    
    NonqualifiedIncentive Plan
    
    DeferredBonus
    
    Option Awards
    
    Compensation
    
    Compensation
    
    All OtherName and Principal
    
    
    
    
    
    Salary
    
    ($)
    
    ($)
    
    ($)
    
    Earnings
    
    CompensationPosition
    
    Year
    
    ($)
    
    (1)
    
    (2)
    
    (3)
    
    ($) (4)
    
    ($)
    
    Total ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (f)
    
    (g)
    
    (h)
    
    (i)
    
    (j)Hock E. Tan
    
    
    2007
    
    
    
    600,000
    
    
    
    600,000
    
    
    
    2,039,654
    
    
    
    0
    
    
    
    0
    
    
    
    49,964
    (5)
    
    
    3,289,618President and Chief
Executive OfficerMercedes Johnson
    
    
    2007
    
    
    
    387,506
    
    
    
    
    
    
    
    329,890
    
    
    
    260,405
    
    
    
    0
    
    
    
    828
    (6)
    
    
    978,629Senior Vice
President, Finance
and Chief Financial
OfficerBian-Ee Tan (7)
    
    
    2007
    
    
    
    488,899
    
    
    
    220,221
    
    
    
    1,288,203
    
    
    
    291,500
    
    
    
    0
    
    
    
    34,987
    (8)
    
    
    2,323,810General Manager and
President, AsiaBryan Ingram
    
    
    2007
    
    
    
    320,154
    
    
    
    158,267
    
    
    
    229,611
    
    
    
    127,662
    
    
    
    2,307
    
    
    
    20,319
    (9)
    
    
    858,320Vice President and
General Manager,
Wireless
Semiconductor
DivisionJames Stewart
    
    
    2007
    
    
    
    280,526
    
    
    
    33,096
    
    
    
    262,413
    (10)
    
    
    81,725
    
    
    
    416
    
    
    
    31,120
    (11)
    
    
    689,296Former Vice
President and
General Manager,
ASIC Products
Division
 
 (1)
    
    Represents discretionary bonuses paid based on the Compensation Committees determination
that the executive provided significant contributions to our success. In the case of
Mr. Ingram, $35,929 of the amount reported represents a cash bonus paid in lieu of a
mortgage subsidy that Mr. Ingram was entitled to under an Agilent benefit program.(2)
    
    Represents expense recognized by us in fiscal year 2007 related to options determined in
accordance with SFAS 123R. Please see note 11 in our consolidated financial statements
included in this Form 20-F for the valuation assumptions used in determining such amounts.
During fiscal year 2007, we only expensed the performance vesting portion of options granted
prior to our adoption of SFAS 123R on November 1, 2006. The expense reported in the table
reflects the amount we accrued in fiscal year 2007. In fiscal year 2008, the Compensation
Committee adjusted our preliminary estimate of achievement in fiscal year 2007 from 43% to 90%
using the adjustment factors provided for under the Executive Plan. For all options granted
on or subsequent to our adoption of SFAS 123R, we expensed both the time and performance
vesting portions. 16




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##### Table of Contents



(3)
    
    Represents amounts paid for fiscal year 2007 under our annual cash incentive program. Please
see plan description in Compensation Discussion and Analysis  Annual Cash Compensation -
Performance Based Annual Cash Incentive Program above.(4)
    
    Represents earnings under our Nonqualified Deferred Compensation Plan.(5)
    
    Represents $11,481 relocation expenses; $2,322 imputed income from Group Term Life Insurance
(GTL) premiums; $9,000 401(k) employer match; and $27,161 reimbursement for travel to a
residence.(6)
    
    Imputed income from GTL premiums.(7)
    
    All sums presented for Mr. Bian-Ee Tan are converted from Malaysian Ringgits using the
January 2008 accounting ratio of 3.3402 Ringgits per U.S. Dollar
as reported by Bloomberg L.P., except as indicated in footnote 8
below.(8)
    
    Represents $15,807 housing allowance, $1,161 club memberships
and $18,019 contribution to Mr. Bian-Ee Tans Malaysian
Employee Provident Fund. The contribution to the Malaysian Employee
Provident Fund is in addition to the $143,217 Avago was required by
statute to contribute to Mr. Bian-Ee Tans Malaysian
Employee Provident Fund. $838 of the club membership amount is
converted from Singapore dollars using the January 2008 accounting
ratio of 1.4541 Singapore Dollars per U.S. Dollar as reported by
Bloomberg L.P.(9)
    
    Represents $319 imputed income from GTL premiums and $9,000 401(k) employer match. Also
includes a one time $11,000 company contribution to 401(k), paid in January 2007 to employees
who transitioned from Agilent to Avago as a pension replacement for calendar year 2006.(10)
    
    Pursuant to the terms of the Separation Agreement entered into with Mr. Stewart on August 16,
2007, Mr. Stewart was granted 100% vesting on the 36,667 performance options which vested on
December 1, 2007.(11)
    
    Represents $380 imputed income from GTL premiums; $9,000 401(k) employer match; $3,140
personal use of company car; and $7,600 car allowance. Also includes a one time $11,000
company contribution to 401(k), paid in January 2007 to employees who transitioned from
Agilent to Avago as a pension replacement for calendar year 2006. Grant of Plan-Based Awards in Fiscal Year 2007
  Grant DateAll Other Option
    
    Exercise or
    
    Fair ValueEstimated Future Payouts Under
    
    Estimated Future Payouts Under
    
    Awards: Number of
    
    Base Price
    
    of Stock andNon-Equity Incentive Plan Awards
    
    Equity Incentive Plan Awards
    
    Securities Underlying
    
    of Option
    
    OptionGrant
    
    Threshold
    
    Target
        Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    Options
    
    Awards
    
    AwardsName
    
    Date
    
    ($) (1)
    
    ($)
    
    ($)
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    ($/Sh)
    
    ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)
    
    (g)
    
    (h)
    
    (j)
    
    (k)
    
    (l)Mercedes
Johnson (2)
    
    Aug. 30, 2007
    
    
    54,001
    
    
    
    300,006
    
    
    
    450,009
    
    
    
    
    
    
    
    92,500
    (3)
    
    
    
    
    
    
    92,500
    (6)
    
    
    10.22
    
    
    
    969,123Bian-Ee Tan (2) (4)
    
    
    
    
    
    
    66,414
    
    
    
    377,277
    
    
    
    565,915
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Bryan Ingram (5)
    
    
    
    
    
    
    23,165
    
    
    
    128,692
    
    
    
    193,038
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    James Stewart (5)
    
    
    
    
    
    
    16,948
    
    
    
    94,153
    
    
    
    141,229
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 17




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(1)
    
    Minimum threshold is 18% of target, calculated based on the achievement of a single corporate
goal at 90% of the target for such goal. Maximum threshold is 150% of target.(2)
    
    Bonus participation is at 75% of base salary.(3)
    
    These options were granted pursuant to the terms of the Executive Plan. The options cover an
aggregate of 185,000 ordinary shares and vest 50% based upon the passage of time and the
optionees continued employment with Parent or its subsidiaries and 50% based upon achieving
specified financial targets, in each case, at a rate of 20% per year over five years on each
anniversary of the grant date. The term of the options is 10 years.(4)
    
    All sums presented for Mr. Bian-Ee Tan are converted from Malaysian Ringgits using the
January 2008 accounting ratio of 3.3402 Ringgits per U.S. Dollar as reported by Bloomberg L.P.(5)
    
    Bonus participation is at 40% of base salary. Outstanding Equity Awards at 2007 Fiscal Year-End
  Option AwardsEquityIncentivePlanNumber
    
    
    
    
    
    Awards:of
    
    Number of
    
    Number ofSecurities
    
    Securities
    
    SecuritiesUnderlying
    
    Underlying
    
    UnderlyingUnexercised
    
    Unexercised
    
    Unexercised
    
    OptionOptions
    
    Options
    
    Unearned
    
    ExerciseVesting
    
    (#)
    
    (#)
    
    Options
    
    Price
    
    Option ExpirationName
    
    Reference
    
    Exercisable
    
    Unexercisable
    
    (#)
    
    ($)
    
    Date(a)
    
    Date
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)Hock E. Tan
    
    Dec. 1, 2005 (1)
    
    
    470,000
    
    
    
    1,880,000
    
    
    
    
    
    
    
    5.00
    
    
    
    4/12/2016Mercedes Johnson
    
    Dec. 1, 2005 (1)
    
    
    83,000
    
    
    
    332,000
    
    
    
    
    
    
    
    5.00
    
    
    
    11/30/2015Aug. 30, 2007 (1)
    
    
    0
    
    
    
    185,000
    
    
    
    
    
    
    
    10.22
    
    
    
    8/29/2017Bian-Ee Tan
    
    Dec. 1, 2005  (1)
    
    
    360,000
    
    
    
    1,440,000
    
    
    
    
    
    
    
    5.00
    
    
    
    11/30/2015Bryan Ingram
    
    Dec. 1, 2005  (2)
    
    
    66,666
    
    
    
    0
    
    
    
    
    
    
    
    1.25
    
    
    
    1/23/2015Dec. 1, 2005  (1)
    
    
    51,666
    
    
    
    206,668
    
    
    
    
    
    
    
    5.00
    
    
    
    11/30/2015Dec. 1, 2005  (1)
    
    
    12,500
    
    
    
    50,000
    
    
    
    
    
    
    
    5.00
    
    
    
    4/23/2016James Stewart
    
    Dec. 1, 2005  (2)
    
    
    48,568
    
    
    
    0
    
    
    
    
    
    
    
    1.25
    
    
    
    1/23/2015Dec. 1, 2005  (2)
    
    
    8,519
    
    
    
    0
    
    
    
    
    
    
    
    1.25
    
    
    
    1/25/2014Dec. 1, 2005  (2)
    
    
    34,268
    
    
    
    0
    
    
    
    
    
    
    
    1.25
    
    
    
    11/18/2012
 18




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##### Table of Contents



Option AwardsEquityIncentivePlanNumber
    
    
    
    
    
    Awards:of
    
    Number of
    
    Number ofSecurities
    
    Securities
    
    SecuritiesUnderlying
    
    Underlying
    
    UnderlyingUnexercised
    
    Unexercised
    
    Unexercised
    
    OptionOptions
    
    Options
    
    Unearned
    
    ExerciseVesting
    
    (#)
    
    (#)
    
    Options
    
    Price
    
    Option ExpirationName
    
    Reference
    
    Exercisable
    
    Unexercisable
    
    (#)
    
    ($)
    
    Date(a)
    
    Date
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)Dec. 1, 2005  (2)
    
    
    19,973
    
    
    
    0
    
    
    
    
    
    
    
    1.25
    
    
    
    11/25/2011Dec. 1, 2005  (2)
    
    
    9,987
    
    
    
    0
    
    
    
    
    
    
    
    1.25
    
    
    
    11/12/2010Dec. 1, 2005  (2)
    
    
    4,993
    
    
    
    0
    
    
    
    
    
    
    
    1.25
    
    
    
    10/22/2010Dec. 1, 2005  (2)
    
    
    3,995
    
    
    
    0
    
    
    
    
    
    
    
    1.25
    
    
    
    8/10/2010Dec. 1, 2005  (2)
    
    
    80
    
    
    
    0
    
    
    
    
    
    
    
    1.25
    
    
    
    5/16/2010Dec. 1, 2005  (2)
    
    
    2,950
    
    
    
    0
    
    
    
    
    
    
    
    1.25
    
    
    
    11/17/2009Dec. 1, 2005  (1)
    
    
    73,332
    
    
    
    293,335
    
    
    
    
    
    
    
    5.00
    
    
    
    11/30/2015
 
 (1)
    
    Options vest 50% based upon the passage of time and the optionees continued employment with
Parent or its subsidiaries and 50% based upon achieving specified financial targets, in each
case, at a rate of 20% per year over five years on each anniversary of the Vesting Reference
Date.(2)
    
    Fully vested as of the date of grant. 19




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##### Table of Contents



2007 Non-Qualified Deferred Compensation
  Registrant
    
    AggregateContributions
    
    Earnings in
    
    Aggregatein Fiscal
    
    Fiscal Year
    
    Balance atYear 2007
    
    2007
    
    October 31, 2007Name
    
    ($)(1)
    
    ($)
    
    ($)(a)
    
    (c)
    
    (d)
    
    (f)Bryan Ingram
    
    
    16,400
    
    
    
    2,307
    
    
    
    18,707James Stewart
    
    
    3,300
    
    
    
    416
    
    
    
    3,716
 
 (1)
    
    Deferred Compensation is generally funded through employee payroll deductions.  The above
represents a one time company contribution for employees who transitioned from Agilent to
Avago which was paid in January 2007 as a pension replacement for calendar year 2006. Employment, Severance and Change of Control Agreements with Named Executive Officers
 Hock E. Tan
   Mercedes Johnson
  20




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##### Table of Contents



Bian-Ee Tan
  Bryan Ingram
   21




---



##### Table of Contents



James Stewart
  Potential Severance Payments and Benefits Upon Involuntary Termination
  Health BenefitsCash Severance
    
    Cash Severance
    
    ContinuationBase Salary ($)
    
    Bonus ($)
    
    Coverage ($)
    
    Total ($)Hock E. Tan
    
    
    600,000
    
    
    
    600,000
    
    
    
    
    
    
    
    1,200,000Mercedes Johnson
    
    
    200,004
    
    
    
    130,196
    
    
    
    2,585
    
    
    
    332,785Tan, Bian-Ee
    
    
    (1
    )
    
    
    551,323
    (2)
    
    
    
    
    
    
    551,323Bryan Ingram
    
    
    241,831
    
    
    
    250,000
    
    
    
    2,430
    
    
    
    494,261James Stewart
    
    
    216,141
    
    
    
    114,821
    
    
    
    2,000
    
    
    
    332,962
 
 (1)
    
    Termination benefits for senior executives in Malaysia are decided on a case by case basis.(2)
    
    All sums presented for Mr. Bian-Ee Tan are converted from Malaysian Ringgits using the
January 2008 conversion ratio of 3.3402 Ringgits per U.S. Dollar as reported by Bloomberg L.P.
Includes $39,602 Malaysian Annual Wage Supplement. Potential Severance Payments and Benefits Upon Involuntary Termination Following Change in Control
  Unexercsiable
    
    Unexercsiable
    
    Health BenefitsCash Severance
    
    Cash Severance
    
    Options that
    
    Options that
    
    ContinuationBase Salary ($)
    
    Bonus ($)
    
    Vest (#)
    
    Vest ($) (1)
    
    Coverage ($)
    
    Total ($)Hock E. Tan
    
    
    1,200,000
    
    
    
    1,200,000
    
    
    
    235,000
    
    
    
    1,226,700
    
    
    
    
    
    
    
    3,626,700Mercedes Johnson
    
    
    400,008
    
    
    
    260,392
    
    
    
    60,000
    
    
    
    216,630
    
    
    
    5,169
    
    
    
    882,199Tan, Bian-Ee
    
    
    
    (2)
    
    
    551,323
    (3)
    
    
    180,000
    
    
    
    939,600
    
    
    
    
    
    
    
    1,490,923Bryan Ingram
    
    
    241,831
    
    
    
    250,000
    
    
    
    38,750
    
    
    
    227,275
    
    
    
    2,430
    
    
    
    721,536James Stewart
    
    
    216,141
    
    
    
    114,821
    
    
    
    36,667
    
    
    
    191,400
    
    
    
    2,000
    
    
    
    524,362
 22




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##### Table of Contents



(1)
    
    Represents the difference between the exercise price of each unvested option that is
accelerated and $10.22, which the Compensation Committee has determined equals the per share
fair market value of our ordinary shares as of October 31, 2007.(2)
    
    Termination benefits for senior executives in Malaysia are decided on a case by case basis.(3)
    
    All sums presented for Mr. Bian-Ee Tan are converted from Malaysian Ringgits using the
January 2008 conversion ratio of 3.3402 Ringgits per U.S. Dollar as reported by Bloomberg L.P.
Includes $39,602 Malaysian Annual Wage Supplement. Compensation Committee Interlocks and Insider Participation
  Compensation Committee Report
 The material in this report is not soliciting material, is not deemed filed with the
Securities and Exchange Commission, and is not to be incorporated by reference into any filing of
the Company under the Securities Act of 1933, as amended, or Exchange Act, whether made before or
after the date hereof and irrespective of any general incorporation language contained in such.
     
 Employees
  23




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##### Table of Contents



Share Ownership
  
 Item 7. Major Shareholders and Related Party Transactions
 Security Ownership of Certain Benefit Owners and Management and Related Stockholder Matters
  
    
    each person who is known by us to beneficially own more than 5% of the equity
securities of Parent;
    
    each of our directors;
    
    each of our named executive officers; and
    
    all of our directors and executive officers as a group.
  Ordinary Shares BeneficiallyOwned (1)Name and Address of Beneficial Owner
    
    Number
    
    
    Percent5% ShareholdersBali Investments S.àr.l (2)
59, rue de Rollingergrund
L-2440 Luxembourg
    
    
    172,676,402
    
    
    
    80.76
    %Seletar Investments Pte. Ltd.
60B Orchard Road
#60-18, Tower 2
The Atrium @ Orchard
Singapore 238891
    
    
    22,670,917
    
    
    
    10.60
    %Geyser Investment Pte Ltd
c/o GIC
168 Robinson Road
#37-01 Capital Tower
Singapore 068912
    
    
    15,113,944
    
    
    
    7.07
    %Directors and Named Executive OfficersHock E. Tan (3)
    
    
    1,111,500
    
    
    
    *Mercedes Johnson (4)
    
    
    221,850
    
    
    
    *Bian-Ee Tan (5)
    
    
    1,102,000
    
    
    
    *Bryan Ingram (6)
    
    
    216,789
    
    
    
    *Dick M. Chang (7)
    
    
    620,832
    
    
    
    *Adam H. Clammer (8)
    
    
    80,103,035
    
    
    
    37.46
    %James A. Davidson (9)
    
    
    78,753,338
    
    
    
    36.83
    %James Diller, Sr. (10)
    
    
    170,000
    
    
    
    *James H. Greene Jr. (11)
    
    
    80,103,035
    
    
    
    37.46
    %Kenneth Y. Hao (12)
    
    
    78,753,338
    
    
    
    36.83
    %John R. Joyce (13)
    
    
    78,753,338
    
    
    
    36.83
    %Bock Seng Tan (14)
    
    
    20,000
    
    
    
    *All 16 directors and executive officers as a group(15)
    
    
    162,701,621
    
    
    
    76.09
    %
 
 *
    
    Represents beneficial ownership of less than 1%. 24




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##### Table of Contents



(1)
    
    Shares shown in the table above includes shares held in the beneficial owners name or
jointly with others, or in the name of a bank, nominee or trustee for the beneficial owners
account.(2)
    
    Bali Investments S.àr.l. is a Luxembourg corporation, the shareholders of which include
overseas investment funds affiliated with KKR and Silver Lake. As of January 1, 2008, the
total number of ordinary shares of Avago Technologies Limited that are deemed held indirectly
by (a) the KKR funds through Bali Investments S.àr.l. was 80,083,035, or 37.4% of the total
ordinary shares outstanding, and (b) by the Silver Lake funds through Bali Investments S.àr.l.
was 78,733,338, or 36.8% of the total ordinary shares outstanding, in each case based on the
ownership interests of such entities in Bali Investments S.àr.l.Shares deemed held indirectly by the KKR funds include (a) 17,782,701 shares held by KKR
Millennium Fund (Overseas), Limited Partnership (KKR Millennium Overseas Fund), the
general partner of which is KKR Associates Millennium (Overseas), Limited Partnership, the
general partner of which is KKR Millennium Limited, (b) 35,407,740 shares held by KKR
European Fund, Limited Partnership (KKR Europe), the general partner of which is KKR
Associates Europe, Limited Partnership, the general partner of which is KKR Europe Limited,
(c) 23,748,545 shares held by KKR European Fund II, Limited Partnership (KKR Europe II),
the general partner of which is KKR Associates Europe II, Limited Partnership, the general
partner of which is KKR Europe II Limited, and (d) 3,144,049 shares held by KKR Partners
(International), Limited Partnership (KKR International, together with KKR Millennium
Overseas Fund, KKR Europe and KKR Europe II, the KKR Funds), the general partner of which
is KKR 1996 Overseas, Limited. Messrs. Henry R. Kravis, George R. Roberts, James H.
Greene, Jr., Paul E. Raether, Michael W. Michelson, Perry Golkin, Johannes P. Huth, Todd A.
Fisher, Alexander Navab, Marc Lipschultz, Jacques Garaialde and Reinhard Gorenflos, as
shareholders of one or more of KKR Millennium Limited, KKR Europe Limited, KKR Europe II
Limited, and KKR 1996 Overseas Limited, may be deemed to share beneficial ownership of any
shares beneficially owned by the KKR Funds, respectively, but disclaim such beneficial
ownership except to the extent of their pecuniary interest therein. The above referenced
shares are indirectly owned through the KKR Funds investments in Bali Investments S.àr.l.,
which directly holds shares in Avago Technologies Limited. The address of each of the KKR
Funds is Suite 500, 603 - 7th Avenue S.W., Calgary, Canada.Shares deemed held indirectly by the Silver Lake funds include (a) 78,510,144 shares held by
Silver Lake Partners II Cayman, L.P. (Silver Lake II), the general partner of which is
Silver Lake Technology Associate II Cayman, L.P., the general partner of which is Silver
Lake (Offshore) AIV GP II, Ltd., and (b) 223,194 shares held by Silver Lake Technology
Investors II Cayman, L.P. (Silver Lake Technology II and, together with Silver Lake II,
the Silver Lake Funds), the general partner of which is Silver Lake (Offshore) AIV GP II,
Ltd. Messrs. James A. Davidson, Glenn H. Hutchins, David J. Roux, Alan K. Austin, John R.
Joyce, Michael J. Bingle, Egon Durban, Greg Mondre and Kenneth Y. Hao, as Directors of Silver Lake (Offshore) AIV
GP II, Ltd., may be deemed to share beneficial ownership of any shares beneficially owned by
the Silver Lake Funds, but disclaim such beneficial ownership except to the extent of their
pecuniary interest therein. The above referenced shares are indirectly owned through the
Silver Lake Funds investments in Bali Investments S.àr.l., which directly holds shares in
Avago Technologies Limited. The address of each of the Silver Lake Funds is Walker House, PO
Box 908GT, Mary Street, George Town, Grand Cayman, Cayman Islands. 25




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##### Table of Contents



(3)
    
    Shares shown in the table above includes 911,500 shares that Mr. Tan has the right to acquire
within 60 days after January 1, 2008 upon the exercise of share options.(4)
    
    Shares shown in the table above includes 161,850 shares that Ms. Johnson has the right to
acquire within 60 days after January 1, 2008 upon the exercise of share options.(5)
    
    Shares shown in the table above includes 702,000 shares that Mr. Tan has the right to acquire
within 60 days after January 1, 2008 upon the exercise of share options.(6)
    
    Shares shown in the table above includes 191,789 shares that Mr. Ingram has the right to
acquire within 60 days after January 1, 2008 upon the exercise of share options.(7)
    
    Shares shown in the table above includes 620,832 shares that Mr. Chang has the right to
acquire within 60 days after January 1, 2008 upon the exercise of share options.(8)
    
    Mr. Clammer is an interest holder in the general partners of the KKR Funds. Amounts disclosed
for Mr. Clammer include shares beneficially owned by the KKR Funds. Mr. Clammer disclaims
beneficial ownership of any shares owned directly or indirectly by the KKR Funds, except to
the extent of his pecuniary interest therein. Shares shown in the table above includes
20,000 shares that Mr. Clammer has the right to acquire within 60 days after January 1, 2008
upon the exercise of share options.(9)
    
    Mr. Davidson is a Director of Silver Lake (Offshore) AIV GP II, Ltd. Amounts disclosed for
Mr. Davidson include shares beneficially owned by the Silver Lake Funds. Mr. Davidson
disclaims beneficial ownership of any shares owned directly or indirectly by the Silver Lake
Funds, except to the extent of his pecuniary interest therein. Shares shown in the table
above includes 20,000 shares that Mr. Davidson has the right to acquire within 60 days after
January 1, 2008 upon the exercise of share options.(10)
    
    Shares shown in the table above includes 20,000 shares that Mr. Diller has the right to
acquire within 60 days after January 1, 2008 upon the exercise of share options.(11)
    
    Mr. Greene is an interest holder in the general partners of the KKR Funds. Amounts disclosed
for Mr. Greene include shares beneficially owned by the KKR Funds. Mr. Greene disclaims
beneficial ownership of any shares owned directly or indirectly by the KKR Funds, except to
the extent of his pecuniary interest therein. Shares shown in the table above includes
20,000 shares that Mr. Greene has the right to acquire within 60 days after January 1, 2008
upon the exercise of share options.(12)
    
    Mr. Hao is a Director of Silver Lake (Offshore) AIV GP II, Ltd. Amounts disclosed for Mr. Hao
include shares beneficially owned by the Silver Lake Funds. Mr. Hao disclaims beneficial
ownership of any shares owned directly or indirectly by the Silver Lake Funds, except to the
extent of his pecuniary interest therein. Shares shown in the table above includes
20,000 shares that Mr. Hao has the right to acquire within 60 days after January 1, 2008 upon
the exercise of share options.(13)
    
    Mr. Joyce is a Director of Silver Lake (Offshore) AIV GP II, Ltd. Amounts disclosed for
Mr. Joyce include shares beneficially owned by the Silver Lake Funds. Mr. Joyce disclaims
beneficial ownership of any shares owned directly or indirectly by the Silver Lake Funds,
except to the extent of his pecuniary interest therein. Shares shown in the table above
includes 20,000 shares that Mr. Joyce has the right to acquire within 60 days after January 1,
2008 upon the exercise of share options.(14)
    
    Shares shown in the table above includes 20,000 shares that Mr. Tan has the right to acquire
within 60 days after January 1, 2008 upon the exercise of share options.(15)
    
    Shares shown in the table above includes 3,003,952 shares that directors and officers have
the right to acquire within 60 days after January 1, 2008 upon the exercise of share options. 26




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##### Table of Contents



Equity Compensation Plan Information
  Number of securities remainingWeighted-average
    
    available for future issuanceOrdinary shares to be issued
    
    exercise price of
    
    under equity compensation plansupon exercise of outstanding
    
    outstanding options,
    
    (excluding securities reflected inoptions, warrants and rights
    
    warrants and rights
    
    column (a))Plan Category
    
    (a)
    
    (b)
    
    (c)Equity compensation
plans approved by
Parent shareholders
(1)
    
    
    20,280,863
    
    
    $
    6.07
    
    
    
    5,881,617
 
 (1)
    
    Includes options to purchase Parent ordinary shares under the Equity Incentive Plan for
Executive Employees of Avago Technologies Limited and Subsidiaries, as amended and the Equity
Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries,
as amended. Certain Relationships and Related Party Transaction, Director Independence
  Shareholder Agreement
  Board Composition.
 
    
    three designees of KKR for so long as KKR and its affiliates either continue to own,
directly or indirectly, at least 24% of Parents outstanding ordinary shares or have
not transferred any shares to an unaffiliated third party, provided that KKR has the
right to designate two directors for so long as KKR and its affiliates continue to own,
directly or indirectly, at least 15% of Parents outstanding ordinary shares and one
director for so long as KKR and its affiliates continue to own, directly or indirectly,
at least 5% of Parents outstanding ordinary shares;
    
    three designees of Silver Lake for so long as Silver Lake and its affiliates either
continue to own, directly or indirectly, at least 24% of Parents outstanding ordinary
shares or have not transferred any shares to an unaffiliated third party, provided that
Silver Lake has the right to designate two directors for so long as Silver Lake and its
affiliates continue to own, directly or indirectly, at least 15% of Parents
outstanding ordinary shares and one director for so long as Silver Lake and its
affiliates continue to own, directly or indirectly, at least 5% of Parents outstanding
ordinary shares;
 27




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##### Table of Contents




    
    one designee of Seletar Investments Pte. Ltd., an affiliate of Temasek Capital
(Private) Limited (Seletar), so long as it either continues to own, directly or
indirectly, 2.5% of Parents
outstanding shares and has not sold any of its shares, or continues to own, directly
or indirectly, 5% of Parents outstanding shares;
    
    Parents Chief Executive Officer; and
    
    two directors mutually agreeable to the Sponsors (KKR and Silver Lake).
  Sponsor Approval.
 
    
    changing the size or composition of Parents Board of Directors;
    
    amending, modifying or waiving any provision of Parents memorandum of association
or articles of association;
    
    undertaking any share split, reverse stock split, recapitalization, exchange or any
other combination in any manner of Parents equity securities in connection with which
any Equity Investor would receive more than a de minimis amount of cash in lieu of
fractional shares;
    
    entering into a change of control transaction;
    
    acquiring or disposing of assets or entering into joint ventures with a value in
excess of $25 million;
    
    undertaking an initial public offering;
    
    issuing any equity securities or derivative equity securities, other than pursuant
to employee benefit and incentive plans approved by the Sponsors;
    
    repurchasing or redeeming any equity securities, other than from employees pursuant
to arrangements approved by Parents Board of Directors;
    
    declaring or paying any dividend or distributions to equityholders, other than
payments by wholly owned subsidiaries;
    
    creating or materially amending any material employee benefit or incentive compensation plan;
    
    incurring indebtedness in excess of $25 million;
    
    filing for voluntary liquidation, dissolution, receivership, bankruptcy or similar
insolvency proceeding;
    
    entering into transactions outside of the ordinary course of business or that are
reasonably likely to require expenditures or generate proceeds in excess of
$10 million;
    
    hiring or firing the Chief Executive Officer or any other member of senior
management, or approving the compensation arrangements of any of them;
    
    commencing any litigation, dispute or claim involving amounts in dispute in excess
of $5 million, or settling any litigation, dispute or claim for a payment or payments,
or discounts on products or services, in excess of $5 million, whether pursuant to a
license or otherwise, or which restrict the business of Parent or its subsidiaries in
any material manner;
    
    entering into certain transactions with the Sponsors or any of their affiliates;
    
    approving or modifying annual operating budgets or capital expenditure budgets;
    
    making material changes in the nature of the business of Parent or its subsidiaries;
    
    replacing or removing independent auditors; and
    
    amending, waiving or otherwise modifying certain shareholders agreements.
  Co-Investor Protections.
 28




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##### Table of Contents



Preemptive Rights.
 
    
    pursuant to the exchange, conversion, or exercise terms of other equity or debt securities;
    
    to employees, directors or consultants;
    
    in connection with any acquisition, business combination or joint venture approved
by the Sponsors;
    
    in connection with an initial public offering;
    
    in connection with any proportional stock split, stock dividend or stock recapitalization;
    
    which take the form of equity kickers in debt financing transactions;
    
    by a wholly owned subsidiary company to Parent or Holdings or another subsidiary of
Parent or Holdings; or
    
    for which the Sponsors have waived the preemptive rights.
 Transfer Restrictions.
 Right of First Refusal.
 Tag Along Right.
 Drag Along Right.
 29




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##### Table of Contents



Advisory Agreement
    Indemnification; Costs and Fees
   Other Relationships
   30




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##### Table of Contents



Procedures for Approval of Related Person Transactions
  Director Independence
  31




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##### Table of Contents



PART II
 
 Item 16A. Audit Committee Financial Expert
  
 Item 16B. Code of Ethics
  
 Item 16C. Principal Accountant Fees and Services
  Year EndedOctober 31,2007
    
    
    2006(in thousands)Audit fees (1)
    
    $
    1,980
    
    
    $
    3,910Audit-related fees (2)
    
    
    60
    
    
    
    1,834Tax fees
    
    
    0
    
    
    
    0Other fees (3)
    
    
    3
    
    
    
    3Total
    
    $
    2,043
    
    
    $
    5,747
 
 (1)
    
    Audit fees: Audit fees consist of fees for professional services rendered for the audit of
the Companys consolidated annual financial statements and review of the interim consolidated
financial statements included in quarterly reports and services that are normally provided in
connection with statutory and regulatory filings or engagements. For the fiscal year ended
October 31, 2007, audit fees consist of fees for annual and statutory audits, and quarterly
reviews of financial statements for fiscal year 2007; for the fiscal year ended October 31,
2006, audit fees consist of fees for annual and statutory audits for fiscal year 2006,
quarterly reviews of financial statements for fiscal year 2006 and fees related to our
registration statement on Form F-4 for the periods ended July 31, 2006 and October 31, 2006.(2)
    
    Audit-related fees: Audit-related fees consist of fees billed for professional services that
are reasonably related to the performance of the audit or review of the Companys consolidated
financial statements but are not reported under Audit Fees. Such fees include, among other
things, fees related to acquisitions, divestitures, debt offering, employee benefit plan
audits and certain other consultations concerning financial accounting and reporting
standards. 32




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##### Table of Contents



(3)
    
    Other fees: Other fees consist of fees related to the license for specialized accounting
research software.   de minimus
 Audit Committee Pre-Approval Policies
      33




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PART III
 
 Item 19. Exhibits
  
 Index to Exhibits
 1.1
    
    Memorandum and Articles of Association of Avago Technologies Finance Pte. Ltd. (1)2.1
    
    Indenture, dated December 1, 2005, among Avago Technologies Finance Pte. Ltd., Avago Technologies
U.S. Inc., Avago Technologies Wireless (U.S.A.) Manufacturing Inc., Guarantors named therein and The
Bank of New York, as Trustee, governing the 101/8% Senior Notes and Senior Floating Rate
Notes. (1)2.2
    
    Indenture, dated December 1, 2005, among Avago Technologies Finance Pte. Ltd., Avago Technologies
U.S. Inc., Avago Technologies Wireless (U.S.A.) Manufacturing Inc., Guarantors named therein and The
Bank of New York, as Trustee, governing the 117/8% Senior Subordinated Notes. (1)4.1
    
    Asset Purchase Agreement, dated August 14, 2005, between Agilent Technologies, Inc. and Argos
Acquisition Pte. Ltd. (incorporated herein by reference to the Exhibits filed with Agilent
Technologies, Inc. Current Report on Form 8-K dated August 12, 2005 and filed August 15, 2005
(Commission File No. 001-15405)). (1)4.2
    
    Sublease Agreement, dated December 1, 2005, between Agilent Technologies Singapore Pte. Ltd. and
Avago Technologies Manufacturing (Singapore) Pte. Ltd., relating to Avagos facility at 1 Yishun
Avenue 7, Singapore 768923. (1)4.3
    
    Lease No.I/33183P issued by Singapore Housing and Development Board to Compaq Asia Pte Ltd in respect
of the land and structures comprised in Lot 1935X of Mukim 19, dated September 26, 2000, and includes
the Variation of Lease I/49501Q registered January 15, 2002, relating to Avagos facility at 1 Yishun
Avenue 7, Singapore 768923. (1)4.4
    
    Lease No.I/31607P issued by Singapore Housing and Development Board to Compaq Asia Pte Ltd in respect
of the land and structures comprised in Lot 1937C of Mukim 19, dated September 26, 2000, and includes
the Variation of Lease I/49499Q registered January 15, 2002, relating to Avagos facility at 1 Yishun
Avenue 7, Singapore 768923. (1)4.5
    
    Lease No.I/33182P issued by Singapore Housing and Development Board to Compaq Asia Pte Ltd in respect
of the land and structures comprised in Lot 2134N of Mukim 19, dated September 26, 2000, and includes
the Variation of Lease I/49500Q registered January 15, 2002, relating to Avagos facility at 1 Yishun
Avenue 7, Singapore 768923. (1)4.6
    
    Lease No.I/33160P issued by Singapore Housing and Development Board to Compaq Asia Pte Ltd in respect
of the land and structures comprised in Lot 1975P of Mukim 19, dated September 26, 2000, and includes
the Variation of Lease I/49502Q registered January 15, 2002, relating to Avagos facility at 1 Yishun
Avenue 7, Singapore 768923. (1)4.7
    
    Tenancy Agreement, dated October 24, 2005, between Agilent Technologies (Malaysia) Sdn. Bhd. and
Avago Technologies (Malaysia) Sdn. Bhd. (f/k/a Jumbo Portfolio Sdn. Bhd.), relating to Avagos
facility at Bayan Lepas Free Industrial Zone, 11900 Penang, Malaysia. (1)4.8
    
    Supplemental Agreement to Tenancy Agreement, dated December 1, 2005, between Agilent Technologies
(Malaysia) Sdn. Bhd. and Avago Technologies (Malaysia) Sdn. Bhd. (f/k/a Jumbo Portfolio Sdn. Bhd.),
relating to Avagos facility at Bayan Lepas Free Industrial Zone, 11900 Penang, Malaysia. (1)4.9
    
    Subdivision and Use Agreement, dated December 1, 2005, between Agilent Technologies (Malaysia) Sdn.
Bhd. and Avago Technologies (Malaysia) Sdn. Bhd. (f/k/a Jumbo Portfolio Sdn. Bhd.), relating to
Avagos facility at Bayan Lepas Free Industrial Zone, 11900 Penang, Malaysia. (1)4.10
    
    Sale and Purchase Agreement, dated December 1, 2005, between Agilent Technologies (Malaysia) Sdn.
Bhd. and Avago Technologies (Malaysia) Sdn. Bhd. (f/k/a Jumbo Portfolio Sdn. Bhd.), relating to
Avagos facility at Bayan Lepas Free Industrial Zone, 11900 Penang, Malaysia. (1)4.11
    
    Lease Agreement, dated December 1, 2005, between Agilent Technologies, Inc. and Avago Technologies
U.S. Inc., relating to Avagos facility at 350 West Trimble Road, San Jose, California 95131. (1)4.12
    
    First Amendment to Lease Agreement (Building 90) and Service Level Agreement, dated January 10, 2007,
between Avago Technologies U.S. Inc. and Lumileds Lighting B.V. relating to Avagos facilities at 350
West Trimble Road, San Jose, California 95131. (2)4.13
    
    Credit Agreement, dated December 1, 2005, among Avago Technologies Finance Pte. Ltd., Avago
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##### Table of Contents



Technologies Finance S.àr.l., Avago Technologies (Malaysia) Sdn. Bhd. (f/k/a Jumbo Portfolio Sdn.
Bhd.), Avago Technologies Wireless (U.S.A.) Manufacturing Inc. and Avago Technologies U.S. Inc., as
borrowers, Avago Technologies Holding Pte. Ltd., each lender from time to time parties thereto,
Citicorp International Limited (Hong Kong), as Asian Administrative Agent, Citicorp North America,
Inc., as Tranche B-1 Term Loan Administrative Agent and as Collateral Agent, Citigroup Global Markets
Inc., as Joint Lead Arranger and Joint Lead Bookrunner, Lehman Brothers Inc., as Joint Lead Arranger,
Joint Lead Bookrunner and Syndication Agent, and Credit Suisse, as Documentation Agent (Credit
Agreement). (1)4.14
    
    Amendment No. 1 to Credit Agreement, dated December 23, 2005. (1)4.15
    
    Amendment No. 2, Consent and Waiver under Credit Agreement, date April 16, 2006. (1)4.16
    
    Amendment No. 3 to Credit Agreement, dated October 8, 2007. (3)4.17
    
    Guarantee, dated December 1, 2005, among the subsidiaries signatory thereto in favor of Citicorp
North America, Inc., as Collateral Agent (Guarantee). (1)4.18
    
    Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries (Amended
and Restated Effective as of February 25, 2008). (6)4.19
    
    Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries
(Amended and Restated Effective February 25, 2008). (6)4.20
    
    Form of Management Shareholders Agreement. (1)4.21
    
    Form of Nonqualified Share Option Agreement Under the Amended and Restated Equity Incentive Plan for
Executive Employees of Avago Technologies Limited and Subsidiaries for U.S. employees. (1)4.22
    
    Form of Nonqualified Share Option Agreement Under the Equity Incentive Plan for Executive Employees
of Avago Technologies Limited and Subsidiaries for employees in Singapore. (1)4.23
    
    Form of Nonqualified Share Option Agreement Under the Equity Incentive Plan for Executive Employees
of Avago Technologies Limited and Subsidiaries for U.S. employees granted rollover options. (1)4.24
    
    Form of Nonqualified Share Option Agreement Under the Amended and Restated Equity Incentive Plan for
Senior Management Employees of Avago Technologies Limited and Subsidiaries for U.S. non-employee
directors. (1)4.25
    
    Form of Nonqualified Share Option Agreement Under the Amended and Restated Equity Incentive Plan for
Senior Management Employees of Avago Technologies Limited and Subsidiaries for non-employee directors
in Singapore. (1)4.26
    
    Offer Letter Agreement, dated March 28, 2006, between Avago Technologies Limited and Hock E. Tan. (1)4.27
    
    Severance Benefits Agreement, dated June 14, 2006, between Avago Technologies Limited and Mercedes
Johnson. (1)4.28
    
    Separation Agreement, dated as of January 31, 2007, between Avago Technologies Limited and Dick
Chang. (4)4.29
    
    Separation Agreement, dated August 16, 2007, between Avago Technologies Limited and James Stewart. (6)4.30
    
    Employment Agreement, dated October 30, 2007, between Avago Technologies U.S. Inc. and Fariba Danesh.
(6)4.31
    
    Employment Agreement, dated October 30, 2007, between Avago Technologies U.S. Inc. and Bryan Ingram.
(6)4.32
    
    Offer Letter Agreement, dated March 20, 2007, between Avago Technologies and Patricia McCall (6)4.33
    
    Offer Letter Agreement, dated November 7, 2005, between Avago Technologies (Malaysia) Sdn. Bhd. and
Tan Bian Ee, and Extension of Employment Letter Agreement, dated October 10, 2006, between Avago
Technologies (Malaysia) Sdn. Bhd. and Tan Bian Ee. (6)4.34
    
    Form of indemnification agreement between Avago and each of its directors. (6)4.35
    
    Form of indemnification agreement between Avago and each of its officers. (6)4.36
    
    Amended and Restated Shareholders Agreement, dated February 3, 2006, Avago Technologies Limited,
Silver Lake Partners II Cayman, L.P., Silver Lake Technology Investors II Cayman, L.P., Integral
Capital Partners VII, L.P., KKR Millennium Fund (Overseas), Limited Partnership, KKR European Fund,
Limited Partnership, KKR European Fund II, Limited Partnership, KKR Partners (International), Limited
Partnership, Capstone
Equity Investors LLC, Avago Investment Partners, Limited Partnership, Bali
Investments S.àr.l., Seletar Investments Pte. Ltd., Geyser Investment Pte Ltd and certain other
Persons. (1)4.37
    
    Registration Rights Agreement, dated December 1, 2005, among Avago Technologies Limited, Silver Lake
Partners II Cayman, L.P., Silver Lake Technology Investors II Cayman, L.P., Integral Capital Partners
VII, L.P., KKR Millennium Fund (Overseas), Limited Partnership, KKR European Fund, Limited
Partnership, KKR European Fund II, Limited Partnership, KKR Partners (International), Limited
Partnership, Capstone
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##### Table of Contents



Equity Investors LLC, Avago Investment Partners, Limited Partnership, Bali
Investments S.àr.l., Seletar Investments Pte. Ltd., Geyser Investment Pte Ltd and certain other
Persons. (1)4.38
    
    Advisory Agreement, dated December 1, 2005, among Avago Technologies Limited, Avago Technologies
International Sales Pte. Limited, Kohlberg Kravis Roberts & Co., L.P. and Silver Lake Management
Company, LLC. (1)4.39
    
    Purchase and Sale Agreement, dated October 28, 2005, among Avago Technologies Pte. Limited, Avago
Technologies Storage Holding (Labuan) Corporation, other sellers, PMC-Sierra, Inc. and Palau
Acquisition Corporation (PMC Purchase and Sale Agreement) (incorporated herein by reference to the
Exhibits filed with PMC-Sierra, Inc. Current Report on Form 8-K dated October 28, 2005 and filed
November 3, 2005 (Commission File No. 001-19084)). (1)4.40
    
    Amendment to PMC Purchase and Sale Agreement, dated March 1, 2006. (1)4.41
    
    Purchase and Sale Agreement, dated February 17, 2006, among Avago Technologies Limited, Avago
Technologies Imaging Holding (Labuan) Corporation, other sellers, Marvell Technology Group Ltd. and
Marvell International Technology Ltd. (Marvell Purchase and Sale Agreement) (incorporated herein by
reference to the Exhibits filed with Marvell Technology Group Ltd. Annual Report on Form 10-K for the
fiscal year ended December 31, 2005 filed on April 13, 2006 (Commission File No. 000-30877)). (1)4.42
    
    Amendment No. 1 to Marvell Purchase and Sale Agreement, dated April 11, 2006 (incorporated herein by
reference to the Exhibits filed with Marvell Technology Group Ltd. Annual Report on Form 10-K for the
fiscal year ended December 31, 2005 filed on April 13, 2006 (Commission File No. 000-30877)). (1)8.1
    
    List of Subsidiaries. (5)12.1
    
    Certifications of Chief Executive Officer Under Section 302 of the Sarbanes-Oxley Act of 2002. (6)12.2
    
    Certifications of Chief Financial Officer Under Section 302 of the Sarbanes-Oxley Act of 2002. (6)13.1
    
    Certifications of Chief Executive Officer Under Section 906 of the Sarbanes-Oxley Act of 2002. (6)13.2
    
    Certifications of Chief Financial Officer Under Section 906 of the Sarbanes-Oxley Act of 2002. (6)
 
 Notes:(1)
    
    Previously filed as an exhibit to our Registration Statement on Form
F-4 (File No. 333-137664) filed on January 8, 2007 and incorporated
herein by reference.(2)
    
    Previously filed as an exhibit to our Form 6-K filed on March 15, 2007
and incorporated herein by reference.(3)
    
    Previously filed as an exhibit to our Form 6-K filed on October 11,
2007 and incorporated herein by reference.(4)
    
    Previously filed as an exhibit to our Form 6-K filed on February 6,
2007 and incorporated herein by reference.(5)
    
    Previously filed as an exhibit to our Form 20-F filed on December 13,
2007 and incorporated herein by reference.(6)
    
    Filed herewith. 36




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##### Table of Contents



SIGNATURES
  AVAGO TECHNOLOGIES FINANCE PTE. LTD.By:
    
    /s/ Mercedes JohnsonName:
    
    Mercedes JohnsonTitle:
    
    Senior Vice President, Finance and ChiefFinancial Officer
  Signature
    
    Title
    
    Date/s/ Hock E. Tan 

Hock E. Tan
    
    President and Chief Executive
Officer and Director (Principal
Executive
Officer)
    
    February 27, 2008/s/ Mercedes Johnson 
Mercedes Johnson
    
    Senior Vice President, Finance and
Chief Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
    
    February 27, 2008*
Dick Chang
    
    Chairman of the Board of Directors
    
    February 27, 2008* 
Adam H. Clammer
    
    Director
    
    February 27, 2008/s/ James A. Davidson
James A. Davidson
    
    Director
    
    February 27, 2008* 
James Diller, Sr.
    
    Director
    
    February 27, 2008* 
James H. Greene Jr.
    
    Director
    
    February 27, 2008/s/ Kenneth Y. Hao 
Kenneth Y. Hao
    
    Director
    
    February 27, 2008* 
John R. Joyce
    
    Director
    
    February 27, 2008* 
Donald Macleod
    
    Director
    
    February 27, 2008* 
Bock Seng Tan
    
    Director
    
    February 27, 2008
 *
    /s/ Mercedes JohnsonMercedes JohnsonAttorney-in-Fact
 37