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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 20-F
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    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)
 Republic of Singapore
 1 Yishun Avenue 7
Singapore 768923
Tel: (65) 6755-7888  (Address of registrants principal executive offices)
     210,460,262 ordinary shares as of October 31, 2007
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TABLE OF CONTENTS
  
 PagePART IItem 1. Identity of Directors, Senior Management and Advisers
    
    
    1Item 2. Offer Statistics and Expected Timetable
    
    
    1Item 3. Key Information
    
    
    1Item 4. Information on the Company
    
    
    20Item 4A. Unresolved Staff Comments
    
    
    29Item 5. Operating and Financial Review and Prospects
    
    
    30Item 6. Directors, Senior Management and Employees
    
    
    42Item 7. Major Shareholders and Related Party Transactions
    
    
    42Item 8. Financial Information
    
    
    42Item 9. The Offer and Listing
    
    
    43Item 10. Additional Information
    
    
    43Item 11. Quantitative and Qualitative Disclosures About Market risk
    
    
    56Item 12. Description of Securities Other than Equity Securities
    
    
    56PART IIItem 13. Defaults, Dividend Arrearages and Delinquencies
    
    
    57Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
    
    
    57Item 15. Controls and Procedures
    
    
    57Item 16A. Audit Committee Financial Expert
    
    
    57Item 16B. Code of Ethics
    
    
    57Item 16C. Principal Accountant Fees and Services
    
    
    57Item 16D. Exemptions from the Listing Standards for Audit Committees
    
    
    57Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
    
    
    57PART IIIItem 17. Financial Statements
    
    
    58Item 18. Financial Statements
    
    
    59Item 19. ExhibitsEXHIBIT 8.1EXHIBIT 12.1EXHIBIT 12.2EXHIBIT 13.1EXHIBIT 13.2
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BASIS OF PRESENTATION
   FORWARD-LOOKING STATEMENTS
  
    
    our substantial indebtedness;
    
    certain covenants in our debt agreements;
    
    general economic and market conditions;
    
    the overall condition of the semiconductor industry;
    
    our separation from Agilent;
    
    our transformation from a business segment of Agilent to a stand-alone company;
    
    changes in tax laws;
    
    the integration of acquired businesses, the performance of acquired businesses and the
prospects for future acquisitions;
    
    the effect of war, terrorism, natural disasters or other catastrophic events;
    
    the effect of disruptions to our systems and infrastructure, including our IT infrastructure
and enterprise resource planning system;
    
    the timing and scope of technological advances;
    
    the ability to retain and attract customers and key personnel;
    
    risks relating to transacting business internationally; and
    
    the other factors set forth under Risk Factors.
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We caution you that the foregoing list of important factors may not contain all of the
material factors that are important to you. In addition, in light of these risks and uncertainties,
the matters referred to in the forward-looking statements contained in this Form 20-F may not in
fact occur. We undertake no obligation to publicly update or revise any forward-looking statement
as a result of new information, future events or otherwise, except as otherwise required by law.
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PART I
 
 Item 1. Identity of Directors, Senior Management and Advisers
  
 Item 2. Offer Statistics and Expected Timetable
  
 Item 3. Key Information
 Selected Financial Data
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Company
    
    
    
    Predecessor (1)Year Ended
    
    
    Year Ended
    
    
    
    One Month Ended
    
    
    Year Ended
    
    
    Year Ended
    
    
    Year EndedOctober 31,
    
    
    October 31,
    
    
    
    November 30,
    
    
    October 31,
    
    
    October 31,
    
    
    October 31,2007 (2)
    
    
    2006 (2)
    
    
    
    2005
    
    
    2005
    
    
    2004
    
    
    2003(In millions)
    
    
    
    
    
    
    
    (In millions)Statement of Operations Data:Net revenue (3)
    
    $
    1,527
    
    
    $
    1,399
    
    
    
    $
    114
    
    
    $
    1,410
    
    
    $
    1,714
    
    
    $
    1,248Costs and expenses:Cost of products sold:Cost of products sold
    
    
    936
    
    
    
    926
    
    
    
    
    87
    
    
    
    935
    
    
    
    1,202
    
    
    
    956Amortization of intangible assets
    
    
    60
    
    
    
    55
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Asset impairment charges
    
    
    140
    
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    Restructuring charges
    
    
    29
    
    
    
    2
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    Total cost of products sold
    
    
    1,165
    
    
    
    983
    
    
    
    
    87
    
    
    
    939
    
    
    
    1,202
    
    
    
    956Research and development
    
    
    205
    
    
    
    187
    
    
    
    
    22
    
    
    
    203
    
    
    
    205
    
    
    
    230Selling, general and administrative
    
    
    193
    
    
    
    243
    
    
    
    
    27
    
    
    
    245
    
    
    
    249
    
    
    
    255Amortization of intangible assets
    
    
    28
    
    
    
    56
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Asset impairment charges
    
    
    18
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    Restructuring charges
    
    
    22
    
    
    
    3
    
    
    
    
    1
    
    
    
    15
    
    
    
    
    
    
    
    Litigation settlement
    
    
    
    
    
    
    21
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Acquired in-process research and development
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total costs and expenses
    
    
    1,632
    
    
    
    1,493
    
    
    
    
    137
    
    
    
    1,403
    
    
    
    1,656
    
    
    
    1,441Income (loss) from operations (3)
    
    
    (105
    )
    
    
    (94
    )
    
    
    
    (23
    )
    
    
    7
    
    
    
    58
    
    
    
    (193
    )Interest expense (4)
    
    
    (109
    )
    
    
    (143
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Loss on extinguishment of debt
    
    
    (12
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other income, net
    
    
    14
    
    
    
    12
    
    
    
    
    
    
    
    
    7
    
    
    
    4
    
    
    
    1Income (loss) from continuing operations before
taxes
    
    
    (212
    )
    
    
    (225
    )
    
    
    
    (23
    )
    
    
    14
    
    
    
    62
    
    
    
    (192
    )Provision for income taxes
    
    
    8
    
    
    
    3
    
    
    
    
    2
    
    
    
    5
    
    
    
    19
    
    
    
    9Income (loss) from continuing operations
    
    
    (220
    )
    
    
    (228
    )
    
    
    
    (25
    )
    
    
    9
    
    
    
    43
    
    
    
    (201
    )Income from and gain on discontinued
operations, net of income taxes
    
    
    61
    
    
    
    1
    
    
    
    
    1
    
    
    
    22
    
    
    
    30
    
    
    
    24Net income (loss)
    
    $
    (159
    )
    
    $
    (227
    )
    
    
    $
    (24
    )
    
    $
    31
    
    
    $
    73
    
    
    $
    (177
    )Balance Sheet Data (at end of period):Total assets
    
    $
    1,951
    
    
    
    2,217
    
    
    
    
    
    
    
    
    840
    
    
    
    921
    
    
    
    861Long-term debt and capital lease obligations
    
    
    907
    
    
    
    1,004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total invested equity/shareholders equity
    
    
    684
    
    
    
    831
    
    
    
    
    
    
    
    
    529
    
    
    
    650
    
    
    
    609Other Financial Data:Ratio of earnings to fixed charges (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10.2
    
    
    
    11.1
    
    
    
    
 
 (1)
    
    Predecessor refers to the Semiconductor Products Group business segment of Agilent
Technologies, Inc.(2)
    
    We completed the SPG Acquisition on December 1, 2005. The SPG Acquisition was accounted for as
a purchase business combination under United States generally accepted accounting principles (U.S.
GAAP) and thus the financial results for all periods from and after December 1, 2005 are not
necessarily comparable to the prior results of Predecessor. We did not have any operating activity
prior to December 1, 2005. Accordingly, our results for the year ended October 31, 2006 represent
only the eleven months of our operations since completion of the SPG Acquisition.(3)
    
    The divestiture of the Camera Module Business by Predecessor on February 3, 2005 did not meet
the criteria for discontinued operations treatment under U.S. GAAP and, as such, its historical
results remain included in the results from continuing operations as presented in this Form 20-F.
The following table presents the operating results of the Camera Module Business: Company
    
    
    
    PredecessorYear Ended
    
    
    Year Ended
    
    
    
    One Month Ended
    
    
    Year Ended
    
    
    Year Ended
    
    
    Year EndedOctober 31,
    
    
    October 31,
    
    
    
    November 30,
    
    
    October 31,
    
    
    October 31,
    
    
    October 31,2007
    
    
    2006
    
    
    
    2005
    
    
    2005
    
    
    2004
    
    
    2003(In millions)
    
    
    
    
    
    
    
    (In millions)Statement of Operations Data:Net revenue
    
    $
    
    
    
    $
    
    
    
    
    $
    
    
    
    $
    69
    
    
    $
    296
    
    
    $
    58Income (loss) from operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7
    )
    
    
    (63
    )
    
    
    (37
    )
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(4)
    
    Interest expense for the year ended October 31, 2006 includes an aggregate of $30 million of
amortization of debt issuance costs and commitment fees for expired facilities, including $19
million of unamortized debt issuance costs that were written off in conjunction with the repayment
of the term loan facility during this period. As of October 31, 2006, we had permanently repaid all
outstanding amounts under the term loan facility of our senior credit agreement.(5)
    
    For purposes of computing this ratio of earnings to fixed charges, fixed charges consist of
interest expense on all indebtedness plus amortization of debt issuance costs and an estimate of
interest expense within rental expense. Earnings consist of pre-tax income (loss) from continuing
operations plus fixed charges and unamortized capitalized debt issuance costs. For the year ended
October 31, 2007, earnings were insufficient to cover fixed charges by $125 million. Risk Factors
 The following is a summary description of some of the many risks we face in our business. You
should carefully consider the following risk factors and all other information contained in this
Form 20-F before making an investment decision. The risks and uncertainties described below are
not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we
currently deem immaterial, may also impair our business operations. If any of the following risks
occur, our business, financial condition and results of operations could be materially and
adversely affected.
 Risks Relating to Our Indebtedness
 Our substantial indebtedness could adversely affect our financial health and our ability to
raise additional capital to fund our operations, limit our ability to react to changes in the
economy or our industry, expose us to interest rate risk to the extent of our variable rate
indebtedness and prevent us from fulfilling our obligations under the notes or other indebtedness.
  As of October 31, 2007(In millions)Revolving credit facility
    
    $
    Senior notes:101/8% senior notes due 2013
    
    
    403Senior floating rate notes due 2013
    
    
    250117/8% senior subordinated notes due 2015
    
    
    250Long-term obligation for capital leases
    
    
    4Total long-term indebtedness
    
    $
    907
  
    
    making it more difficult for us to satisfy our obligations with respect to the notes,
including our repurchase obligations;
    
    increasing our vulnerability to adverse general economic and industry conditions;
    
    requiring us to dedicate a substantial portion of our cash flow from operations to
payments on our indebtedness, thereby reducing the availability of our cash flow to fund
working capital, capital expenditures, research and development efforts, execution of our
business strategy and other general corporate purposes;
    
    limiting our flexibility in planning for, or reacting to, changes in the economy and the
semiconductor industry;
    
    placing us at a competitive disadvantage compared to our competitors with less
indebtedness;
    
    exposing us to interest rate risk to the extent of our variable rate indebtedness;
    
    limiting our ability to, or increasing the costs to, refinance indebtedness; and
    
    making it more difficult to borrow additional funds in the future to fund working
capital, capital expenditures and other purposes.
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The indentures governing the notes and our senior credit agreement impose significant restrictions
on our business.
  
    
    incur additional indebtedness and issue disqualified stock or preferred shares;
    
    pay dividends or make other distributions on, redeem or repurchase our capital stock or
make other restricted payments;
    
    make investments, acquisitions, loans or advances;
    
    incur or create liens;
    
    transfer or sell certain assets;
    
    engage in sale and lease back transactions;
    
    declare dividends or make other payments to us;
    
    guarantee indebtedness;
    
    engage in transactions with affiliates; and
    
    consolidate, merge or transfer all or substantially all of our assets.
    Despite current indebtedness levels, we and our subsidiaries may still be able to incur significant
additional amounts of debt, which could further exacerbate the risks associated with our
substantial indebtedness.
  We will require a significant amount of cash to service our indebtedness. Our ability to generate
cash depends on many factors beyond our control.
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Risks Relating to Our Separation from Agilent
 Our historical financial information may not be indicative of our actual historical financial
results or future financial performance.
  We have a limited history operating as an independent entity without Agilent. We do not know if the
infrastructure we have put into place will meet all of our current and future business
requirements. We have recently reorganized our Companys
organization structure.
   We may not be successful in establishing a brand identity.
  As an independent company, we may experience increased costs resulting from a decrease in the
purchasing power we had while we operated as part of Agilent.
  Risks Related to Our Business
 We operate in the highly cyclical semiconductor industry, which is subject to significant
downturns.
  If we do not adapt to technological changes in the semiconductor industry, we could lose customers
or market share.
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We are subject to varying levels of taxation in different jurisdictions. Changes to the corporate
tax rate or the laws of any of these jurisdictions or our operating structure or practices could
significantly increase or decrease the amount of corporate taxes we have to pay.
   The transformation from a business segment of Agilent to a stand-alone company and the
implementation of our new business strategy entail significant near- to mid-term risks, which may
make it more difficult for us to retain and attract qualified personnel. Our business would be
adversely affected if existing key personnel leave or if we are unable to recruit and motivate new
personnel.
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Dependence on contract manufacturing and outsourcing other portions of our supply chain may
adversely affect our ability to bring products to market and damage our reputation.
   
    
    inability of our manufacturers to develop manufacturing methods appropriate for our
products and their unwillingness to devote adequate capacity to produce our products;
    
    manufacturing costs that are higher than anticipated;
    
    decline in product reliability;
    
    inability to maintain continuing relationships with our suppliers; and
    
    reduced control over delivery schedules and products costs.
  Unless we and our suppliers continuously improve manufacturing efficiency and quality, our
financial performance could be adversely affected.
   We rely on third parties to provide services necessary for the operation of our business. Any
failure of one or more of our vendors to provide these services could have a material adverse
effect on our business.
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The inability of our senior management team to effectively manage our business as a stand-alone
entity would hinder the implementation of our strategy.
  Winning business is subject to lengthy competitive selection processes that require us to incur
significant expense. Even if we begin a product design, a customer may decide to cancel or change
its product plans, which could cause us to generate no revenues from a product and adversely affect
our results of operations.
   Competition in our industry could prevent us from growing our revenue and from raising prices to
offset increases in costs.
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Our operating results are subject to substantial quarterly and annual fluctuations.
  
    
    changes in end-user demand for the products manufactured and sold by our customers;
    
    the timing of receipt, reduction or cancellation of significant orders by customers;
    
    fluctuations in the levels of component inventories held by our customers;
    
    the gain or loss of significant customers;
    
    market acceptance of our products and our customers products;
    
    our ability to develop, introduce and market new products and technologies on a timely
basis;
    
    the timing and extent of product development costs;
    
    new product and technology introductions by competitors;
    
    fluctuations in manufacturing yields;
    
    significant warranty claims, including those not covered by our suppliers;
    
    availability and cost of raw materials from our suppliers;
    
    changes in our product mix or customer mix;
    
    intellectual property disputes;
    
    loss of key personnel or the shortage of available skilled workers; and
    
    the effects of competitive pricing pressures, including decreases in average selling
prices of our products.
  We may be unable to make the substantial research and development investments required to remain
competitive in our business.
  Failure to adjust our supply chain volume due to changing market conditions or failure to estimate
our customers demand could adversely affect our results of operations.
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Our operating results and financial condition could be harmed if the markets into which we sell our
products decline.
   We may be subject to claims of infringement of third-party intellectual property rights or demands
that we license third-party technology, which could result in significant expense and loss of our
intellectual property rights.
  
    
    cease the manufacture, use or sale of the infringing products, processes or technology;
    
    pay substantial damages for past, present and future use of the infringing technology;
    
    expend significant resources to develop non-infringing technology;
    
    license technology from the third party claiming infringement, which license may not be
available on commercially reasonable terms, or at all;
    
    lose the opportunity to license our technology to others or to collect royalty payments
based upon successful protection and assertion of our intellectual property against others;
    
    pay substantial damages to our customers or end users to discontinue use or replace
infringing technology with non-infringing technology; or
    
    relinquish intellectual property rights associated with one or more of our patent
claims, if such claims are held invalid or otherwise unenforceable.
  We utilize a significant amount of intellectual property in our business. If we are unable to
protect our intellectual property, our business could be adversely affected.
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
    
    any of the patents and pending patent applications that we presently employ in our
business, which currently consist primarily of those that Agilent assigned, licensed or
sublicensed to us in connection with the SPG Acquisition, will not lapse or be invalidated,
circumvented, challenged, abandoned or licensed to others;
    
    our intellectual property rights will provide competitive advantages to us;
    
    rights previously granted by Agilent, Hewlett-Packard or others to intellectual property
rights licensed or assigned to us, including portfolio cross-licenses, will not hamper our
ability to assert our intellectual property rights against potential competitors or hinder
the settlement of currently pending or future disputes;
    
    any of our pending or future patent applications will be issued or have the coverage
originally sought;
    
    our intellectual property rights will be enforced in certain jurisdictions where
competition may be intense;
    
    any of the trademarks, copyrights, mask work rights, trade secrets, know-how or other
intellectual property rights that Agilent has assigned, licensed or sublicensed to us in
connection with the SPG Acquisition will not lapse or be invalidated, circumvented,
challenged, abandoned or licensed to others; or
    
    any of our pending or future trademark or copyright applications will be issued or have
the coverage originally sought.
   The demands or loss of one or more of our significant customers may adversely affect our business.
  We generally do not have any long-term supply contracts with our contract manufacturers or
materials suppliers and may not be able to obtain the products or raw materials required for our
business, which could have a material adverse affect on our business.
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Our gross margin is dependent on a number of factors, including our level of capacity utilization.
  Our business, financial condition and results of operations could be adversely affected by the
political and economic conditions of the countries in which we conduct business and other factors
related to our international operations.
  
    
    changes in political, regulatory, legal or economic conditions;
    
    restrictive governmental actions, such as restrictions on the transfer or repatriation
of funds and foreign investments and trade protection measures, including export duties and
quotas and customs duties and tariffs;
    
    disruptions of capital and trading markets;
    
    changes in import or export licensing requirements;
    
    transportation delays;
    
    economic downturns, civil disturbances or political instability;
    
    geopolitical turmoil, including terrorism, war or political or military coups;
    
    changes in labor standards;
    
    limitations on our ability under local laws to protect our intellectual property;
    
    nationalization and expropriation;
    
    changes in tax laws;
    
    currency fluctuations, which may result in our products becoming too expensive for
foreign customers; and
    
    difficulty in obtaining distribution and support.
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We are subject to currency exchange risks that could adversely affect our operations.
  
    
    currency exchange risks resulting from changes in currency exchange rates and the
implementation of exchange controls; and
    
    limitations on our ability to reinvest earnings from operations in one country to fund
the capital needs of our operations in other countries.
  We may pursue acquisitions, dispositions, investments and joint ventures, which could affect our
results of operations.
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Our business is subject to various governmental regulations, and compliance with these regulations
may cause us to incur significant expenses. If we fail to maintain compliance with applicable
regulations, we may be forced to recall products and cease their manufacture and distribution, and
we could be subject to civil or criminal penalties.
    We are subject to environmental, health and safety laws, which could increase our costs, restrict
our operations and require expenditures that could have a material adverse affect on our results of
operations and financial condition.
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
    
    changes in environmental or health and safety laws or regulations;
    
    the manner in which environmental or health and safety laws or regulations will be
enforced, administered or interpreted;
    
    our ability to enforce and collect under indemnity agreements and insurance policies
relating to environmental liabilities; or
    
    the cost of compliance with future environmental or health and safety laws or
regulations or the costs associated with any future environmental claims, including the
cost of clean-up of currently unknown environmental conditions.
 If we suffer loss to our factories, facilities or distribution system due to catastrophe, our
operations could be seriously harmed.
  We may not realize the expected benefits of new initiatives to reduce costs and increase revenue
across our operations.
  We are subject to warranty claims, product recalls and product liability.
  We rely on third-party distributors and manufacturers representatives and the failure of these
distributors and manufacturers representatives to perform as expected could reduce our future
sales.
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The complexity of our products could result in unforeseen delays or expenses or undetected defects
or bugs, which could adversely affect the market acceptance of new products, damage our reputation
with current or prospective customers, and materially and adversely affect our operating costs.
  The average selling prices of products in our markets have historically decreased rapidly and will
likely do so in the future, which could harm our revenues and gross profits.
  Risks Relating to the Investments in Singapore Companies
 Judgments of U.S. courts against us may not be enforceable outside of the United States.
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Risks Relating to the Notes
 Your right to receive payments on the notes is junior to that of lenders who have a security
interest in our and our subsidiaries assets.
   Your right to receive payments on the senior subordinated notes will be junior to the rights of the
lenders under our revolving credit facility and all of our other senior debt, including the senior
notes, and any of our future senior indebtedness.
    Your right to receive payments on the notes is also junior to the rights of those unsecured
creditors whose debts are mandatorily preferred by law.
  
    
    costs and expenses of the winding up;
    
    amounts due to employees of our company in respect of wages, retrenchment benefits,
workmens compensation and provident funds; and
    
    all taxes due from our company.
  The obligations of our subsidiaries under the notes could be deemed a fraudulent conveyance under
certain circumstances and a court may subordinate or void them.
  
    
    the subsidiary co-issuer issued the notes or the subsidiary guarantor incurred the
subsidiary guarantee with the intent to hinder, delay or defraud any present or future
creditor or contemplated insolvency with a design to favor one or more creditors to the
exclusion of others; or
 17




---



##### Table of Contents




    
    the subsidiary co-issuer or subsidiary guarantor did not receive fair consideration or
reasonably equivalent value for issuing the notes or the subsidiary guarantee and, at the
time it issued the notes or the subsidiary guarantee, the subsidiary co-issuer or
subsidiary guarantor:
 
    
    was insolvent or became insolvent as a result of issuing the notes or the subsidiary
guarantee;
    
    was engaged or about to engage in a business or transaction for which the remaining
assets of the subsidiary co-issuer or subsidiary guarantor constituted unreasonably
small capital;
    
    intended to incur, or believed that it would incur, debts beyond its ability to pay
those debts as they matured; or
    
    was a defendant in an action for money damages, or had a judgment for money damages
declared against such subsidiary co-issuer or subsidiary guarantor if, after final
judgment, the judgment is unsatisfied;
   We may not be able to raise the money necessary to finance the change of control offer required by
the indentures.
  The interests of our controlling shareholder may differ from the interests of the holders of the
notes.
    18




---



##### Table of Contents



Your ability to transfer the notes may be limited by the absence of an active trading market.
  Avago Technologies Finance Pte. Ltd. has no operations of its own and may not have sufficient cash
to make payments on the notes.
  We are not currently required to evaluate our internal control over financial reporting under
Section 404 of the Sarbanes-Oxley Act of 2002, which may lead to our investors losing confidence in
our reported financial information.
  19




---



##### Table of Contents



Item 4. Information on the Company
 Industry Overview
    
    
    Analog.All electrical signals fall into one of two categories:
analog or digital. Analog signals represent real-world phenomena, such
as temperature, pressure, sound, speed and motion. This information
can be detected and measured using analog sensors or receivers, which
generate continuously varying voltages that represent real-world
phenomena. The signals from these sensors are initially processed
using analog methods, such as amplification, filtering and shaping.
Through the use of very specific voltages, these signals can be
converted to digital form, represented by 1s and 0s, for further
manipulation or storage. Digital signals are frequently converted back
to analog form to enable a wide variety of real-world experiences such
as voice communications, video display and audio output. In this way,
analog semiconductors and mixed-signal semiconductors (which combine
analog and digital capabilities) play a critical role in computing,
communications and consumer electronics products and applications.Optoelectronic devices are often grouped together with analog and
mixed-signal devices because optoelectronic devices convert light to
analog signals (or convert an analog voltage to light). Integration of
mixed-signal ICs with optoelectronic devices can result in
optoelectronic components with digital inputs or outputs. Examples of
optoelectronic products include
light-emitting diodes (LEDs) and  optocouplers. Examples of analog
devices include radio frequency (RF) components. According to WSTS, analog
semiconductors, including mixed-signal and optoelectronic devices,
represented approximately 30%, or $75.1 billion, of global
semiconductor industry sales in 2006.Historically, the analog product categories have been less volatile
than other semiconductor product categories on a year-over-year basis
due to their broad base of applications and their difficulty of
development. Analog semiconductors typically have relatively long
product life cycles and stable average selling prices compared to
digital semiconductors. Electronics manufacturers often incorporate a
given analog, mixed-signal device or optoelectronics into their
electronics for a significant period of time due to the high switching
costs of developing and qualifying a new solution. In addition, the
design of an analog semiconductor generally involves greater variety
and less repetition of circuit elements than a digital semiconductor
design. The interaction of analog circuit elements is complex, and
their exact placement is critical to the accuracy and performance of
the overall device. Similarly, the process technology used plays an
important role in analog semiconductor development.
    
    Digital/Logic.In contrast to analog semiconductors, which process
real-world signals, digital/logic semiconductor devices process
digital data, which are represented by 1s and 0s. Digital/logic
devices perform functions that are typically computational in nature.
Examples of digital/logic devices include microprocessors, digital
signal processors and application specific integrated circuits
(ASICs). In a cellular phone, for example, digital/logic components,
such as baseband processors, compress the voice signal, converting the
data into a less memory-intensive format so that wireless transmission
can take place quickly. According to WSTS, digital/logic devices
represented approximately 46%, or $114.1 billion, of global
semiconductor industry sales in 2006.
 20




---



##### Table of Contents




    
    Memory.Memory devices store digital data. There are two major types
of memory devices: non-volatile memory, such as flash; and volatile
memory, such as dynamic random access memory (DRAM) or static random
access memory. Non-volatile memory retains data once power is removed,
whereas volatile memory loses its data once power is removed.
According to WSTS, memory devices represented approximately 24%, or
$58.5 billion, of global semiconductor industry sales in 2006.
  
    
    Degree of Integration.Integration refers to the combination of
analog, digital and memory functions on a single chip. Integration can
be achieved by combining two or more analog features on a single chip
or by combining different elements, such as analog, digital and
memory, on a single chip, often referred to as a system-on-a-chip.
In addition to chip-level integration, semiconductors increasingly
must be designed with system-level integration considerations,
including die size and packaging requirements. System-level designs
may use module-based techniques to reduce size, weight and power
requirements, and may combine multiple semiconductors and discrete
components into a single package. This approach ensures each
components functional compatibility, provides upgrade flexibility and
takes advantage of the design simplicity of separate semiconductors to
minimize cost and design and test times.
    
    Materials and Process Technologies.Semiconductors are manufactured
using different materials and process technologies. Silicon is the
most commonly used material, and complementary metal-oxide
semiconductor (CMOS) is a common process technology. Other materials
include gallium arsenide (GaAs), silicon germanium and indium
phosphide, which are important III-V semiconductor materials in the
semiconductor industry. Every material must undergo a process
technology during fabrication in order to manufacture the device.
Materials such as GaAs and indium phosphide are used for the
fabrication of RF and optoelectronic devices, including lasers, LEDs,
semiconductor optical amplifiers, modulators and photo-detectors.
These materials have higher electrical conductivity than silicon,
leading to increased performance and efficiency at high frequencies,
thus making them ideally suited for wireless and fiber communications
components.
  Significant Semiconductor Industry Trends
  
    
    Outsourcing.Historically, the semiconductor industry was primarily
comprised of integrated device manufacturers, or IDMs, that designed,
manufactured, assembled and tested semiconductors at their own
facilities. In recent years, there has been a trend to outsource
various stages of the manufacturing process to reduce the high fixed
costs and capital requirements associated with the complex design and
manufacturing processes. As a result, new types of semiconductor
companies have emerged, including fabless semiconductor companies,
independent foundries and semiconductor assembly and test service
providers. Fabless semiconductor suppliers design semiconductors but
use independent foundries or third party IDMs for manufacturing.
Independent foundries produce semiconductor components for third
parties on a contract, outsourced manufacturing basis. Assembly and
test service providers assemble, test and package semiconductors to
fit efficiently into electronic devices.
    
    Shift of Manufacturing Centers to the Asia/Pacific Region.
Semiconductor manufacturers and assembly and test service providers
have shifted a significant portion of their operations to low cost
locations, such as Malaysia, Singapore, Taiwan and China. We expect
that semiconductor production will increasingly be located in the
Asia/Pacific region. Production of consumer electronics is undergoing
a similar migration to the Asia/Pacific region, driven by low cost
manufacturing and engineering resources. As a result, the global shift
of semiconductor suppliers to the Asia/Pacific region not only offers
substantial manufacturing cost savings benefits, but also provides
close proximity to a large and growing customer base.
    
    Globalization of Customers and Reliance on Global Semiconductor
Suppliers.Historically, original equipment manufacturers (OEMs)
relied on multiple suppliers to support their semiconductor needs.
Recently, however, the customer base for semiconductor suppliers has
become more concentrated and global. These global customers require
their semiconductor suppliers to demonstrate financial stability and
maintain global supply chain management
 21




---



##### Table of Contents



capabilities. These customers
also demand a deep understanding of their increasingly complex
technical requirements, which requires semiconductor suppliers to
maintain design centers near the customers. As a result, semiconductor
customers are relying on fewer suppliers to support their needs. We
believe that semiconductor suppliers with design centers near
customers with the ability to service a global supply chain with a
broad product portfolio are best positioned to capitalize on this
trend.
 
    
    Growth in Semiconductor Components for Consumer Electronics.
Historically, growth in the semiconductor industry has been driven by
demand in the computing, networking and wireless markets and from a
broad set of industrial and military applications. In recent years,
demand for semiconductors has been increasingly driven by the growth
in demand for consumer electronics, such as media players, game
consoles and cellular phones. As uses for consumer electronics devices
expand and demand for additional features, functionality and
performance requirements in consumer electronics devices grows, we
expect demand for semiconductors for consumer electronics devices to
continue to grow faster than the overall semiconductor market.
 History and Development of the Company
  Business Overview
    22




---



##### Table of Contents



Competitive Strengths
  Relatively high variable cost operating model.
  Large scale and global operations.
 Significant supplier in multiple product categories.
 Design
expertise.
 Highly
diversified business model.
 History of innovation, quality and technology leadership.
 Close customer relationships.
 23




---



##### Table of Contents



Strategy
  Continue to drive profitability through a highly variable lower-cost operating model.
 Leverage our substantial intellectual property and design expertise to achieve growth.
 Deepen customer relationships.
 Proliferate products from platforms.
 Markets and Products
  Industrial/Automotive Electronics.
 24




---



##### Table of Contents



Wired Infrastructure.
 Wireless Communications.
 Computing Peripherals.
  Target Market
    
    Major Product Families
    
    Major Applications
    
    Major CustomersIndustrial/Automotive Electronics
    
       LEDs
    
       In-car infotainment
    


  ABB Ltd.   Solid-state lighting
assemblies
    
       Displays
    


  General Electric Company   Motion control encoders
and subsystems
    
       Lighting
    
       Mitsubishi Electric Corp   Optocouplers
    
       Factory automation
    


  Rockwell Automation, Inc.   Motor controls
    


  Siemens AG   Power suppliesWired Infrastructure
    
       Fiber optic transceivers
    
       Telecommunications
    


  Cisco Systems Inc.   Serializer/deserializer
(Serdes) ASICs
    
       Data communications
    


  Ericsson Telephone Company   LNA
    
       Storage area networking
    


  Hewlett-Packard Company   mm-wave mixers
    
       Servers
    


  Huawei Technologies Co., Ltd.   Diodes
    
       Base stations
    


  IBM Corporation
  Nortel Networks Corporation
  Siemens AGWireless Communications
    
       RF Amplifiers
    
       Voice and data
communications
    


  LG Electronics   RF Filters
    
       Camera phone
    


  Motorola, Inc.   RF Front End
Modules (FEMs)
    

   Keypad and display backlighting
    


  Nokia Corporation   Ambient Light Sensors
    
       Backlighting control
    


  Samsung Electronics   LEDs
    
    
    


  Sony Ericsson Mobile Communications ABComputing Peripherals
    
       Optical mouse sensors
    
       Optical mice
    


  Cisco Systems   Motion control encoders
and subsystems
    
       Printers
    


  Epson America, Inc.   LNA
    
       Office automation
    


  Hewlett-Packard Company   Optical disk drives
    


  Intel Corporation   W-LAN
    


  Konica Minolta Holdings Inc.   WiMAX
    


  Logitech International S.A.
 25




---



##### Table of Contents



Research and Development
    Sales, Marketing and Distribution
    Customers
   Operations
  26




---



##### Table of Contents



Materials and Suppliers
  Competition
   Industrial/Automotive Electronics
    
    Fairchild Semiconductor
International Inc., Heidenhain Corporation, IBM Microelectronics,
Kingbright Elec. Co., Ltd./Everlight Electronics Co., Ltd., Kodenshi
Corp., Lite-On Technology
Corporation, NEC, Osram GmbH, Sharp Corporation, Stegmann Inc., Toshiba
CorporationWired Infrastructure
    
    Finisar Corporation, JDS Uniphase Corporation, Opnext
Inc. NEC, STMicroelectronics and Texas Instruments
IncorporatedWireless Communications
    
    Citizen Electronics Company Ltd., Epcos AG, Infineon
Technologies AG, Lite-On Technology Corporation, Nichia
Corporation, Osram GmbH, RF Micro Devices, Inc., Rohm Co., Ltd.,
Skyworks Solutions, Inc., STMicroelectronics, and Vishay
Intertechnology, Inc.Computing Peripherals
    
    Kodenshi Corp., Pixart Imaging
Inc., Rohm Co., Ltd.,
Sharp Corporation, STMicroelectronics, Vishay Intertechnology, Inc.
 Intellectual Property
   27




---



##### Table of Contents



Employees
  Property, Plants and Equipment
  Site
    
    Major Activity
    
    Owned/Leased
    
    Square FootageYishun, Singapore
    
    Administration,
Manufacturing,
Research and
Development and
Sales and Marketing
    
    Leased
    
    
    234,000Depot Road, Singapore
    
    Manufacturing
    
    Leased
    
    
    52,000Senoko, Singapore
    
    Manufacturing
    
    Owned
    
    
    52,000Seoul, Korea
    
    Research and
Development and
Sales and Marketing
    
    Leased
    
    
    28,000Penang, Malaysia
    
    Manufacturing,
Research and
Development, and
Administration
    
    Owned
    
    
    439,000San Jose, CA, United States
    
    Administration,
Research and
Development and
Sales and Marketing
    
    Leased
    
    
    183,000Ft. Collins, CO, United States
    
    Manufacturing and
Research and
Development
    
    Owned
    
    
    1,058,000Boeblingen, Germany
    
    Administration,
Research and
Development and
Sales and Marketing
    
    Leased
    
    
    21,000Regensburg, Germany
    
    Manufacturing,
Research and
Development and
Marketing
    
    Leased
    
    
    21,000Turin, Italy
    
    Manufacturing and
Research and
Development
    
    Leased
    
    
    59,000
 Environmental
  Seasonality
  28




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##### Table of Contents



Government Regulation
  Organizational Structure
   Country/Jurisdiction
    
    Ownership InterestName of Subsidiary
    
    of Incorporation
    
    (Direct or Indirect)Avago Semiconductor Technology (Shanghai) Limited
    
    China
    
    
    100
    %Avago Technologies Canada Corporation
    
    Canada
    
    
    100
    %Avago Technologies ECBU IP (Singapore) Pte. Ltd.
    
    Singapore
    
    
    100
    %Avago Technologies Enterprise Holding (Labuan) Corporation
    
    Labuan
    
    
    100
    %Avago Technologies Enterprise IP (Singapore) Pte. Ltd.
    
    Singapore
    
    
    100
    %Avago Technoloiges Fiber GmbH
    
    Germany
    
    
    100
    %Avago Technologies Fiber Holding (Labuan) Corporation
    
    Labuan
    
    
    100
    %Avago Technologies Fiber IP (Singapore) Pte. Ltd.
    
    Singapore
    
    
    100
    %Avago Technologies Finland Oy
    
    Finland
    
    
    100
    %Avago Technologies General IP (Singapore) Pte. Ltd.
    
    Singapore
    
    
    100
    %Avago Technologies GmbH
    
    Germany
    
    
    100
    %Avago Technologies Holdings B.V.
    
    Netherlands
    
    
    100
    %Avago Technologies (Hong Kong) Limited
    
    Hong Kong
    
    
    100
    %Avago Technologies Imaging Holding (Labuan) Corporation
    
    Labuan
    
    
    100
    %Avago Technologies International Sales Pte. Limited
    
    Singapore
    
    
    100
    %Avago Technologies Italy S.r.l.
    
    Italy
    
    
    100
    %Avago Technologies Japan, Ltd.
    
    Japan
    
    
    100
    %Avago Technologies Korea Co. Ltd.
    
    Korea
    
    
    99
    %Avago Technologies (Malaysia) Sdn. Bhd.
    
    Malaysia
    
    
    100
    %Avago Technologies Manufacturing (Singapore) Pte. Ltd.
    
    Singapore
    
    
    100
    %Avago Technologies Mexico, S. de R.L. de C.V.
    
    Mexico
    
    
    100
    %Avago Technologies Sensor (U.S.A.) Inc.
    
    Delaware (U.S.A.)
    
    
    100
    %Avago Technologies Spain SA
    
    Spain
    
    
    100
    %Avago Technologies Storage Holding (Labuan) Corporation
    
    Labuan
    
    
    100
    %Avago Technologies Sweden AB
    
    Sweden
    
    
    100
    %Avago
Technologies Trading Ltd
    
    Mauritius
    
    
    100
    %Avago Technologies U.K. Limited
    
    England
    
    
    100
    %Avago Technologies U.S. Inc.
    
    Delaware (U.S.A.)
    
    
    100
    %Avago Technologies U.S. R&D Inc.
    
    Delaware (U.S.A.)
    
    
    100
    %Avago Technologies Wireless (U.S.A.) Inc.
    
    Delaware (U.S.A.)
    
    
    100
    %Avago Technologies Wireless (U.S.A.) Manufacturing Inc.
    
    Delaware (U.S.A.)
    
    
    100
    %Avago Technologies Wireless Holding (Labuan) Corporation
    
    Labuan
    
    
    100
    %Avago Technologies Wireless Holdings B.V.
    
    Netherlands
    
    
    100
    %Avago Technologies Wireless Hungary Vagyonkezelõ Kft
    
    Hungary
    
    
    100
    %Avago Technologies Wireless IP (Singapore) Pte. Ltd.
    
    Singapore
    
    
    100
    %
 
 Item 4A. Unresolved Staff Comments
  29




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Item 5. Operating and Financial Review and Prospects
 The following discussion and analysis of our financial condition and results of operations
includes periods prior to the SPG Acquisition and related financings (collectively, the
Transactions). Accordingly, the discussion and analysis of the Predecessor period does not
reflect the significant impact of the Transactions. This discussion may contain forward-looking
statements based upon current expectations that involve risks and uncertainties. Our actual results
may differ materially from those anticipated in these forward-looking statements as a result of
various factors, including those set forth under the caption Item 3.Key Information  Risk
Factors or in other parts of this Form 20-F .
 Overview
     Restructuring and Impairment Charges
  30




---



##### Table of Contents




   POF Acquisition
  Dispositions
      31




---



##### Table of Contents



Critical Accounting Policies and Estimates
  Revenue recognition.
 Valuation of long-lived assets, intangible assets and goodwill.
 Inventory valuation.
 Accounting for income taxes.
 32




---



##### Table of Contents



Share-Based Compensation.
    Year EndedOctober 31, 2007Risk-free interest rate
    
    
    4.64
    %Dividend yield
    
    
    0
    %Volatility
    
    
    47
    %Expected term (in years)
    
    
    6.5
  Net Revenue
  33




---



##### Table of Contents




    
    general economic and market conditions in the semiconductor industry and in our target markets;
    
    our ability to specify, develop or acquire, complete, introduce and market new products and technologies
in a cost effective and timely manner;
    
    the timing, rescheduling or cancellation of expected customer orders and our ability to manage inventory;
    
    the rate at which our present and future customers and end-users adopt our products and technologies in
our target markets; and
    
    the qualification, availability and pricing of competing products and technologies and the resulting
effects on sales and pricing of our products.
  Costs and Expenses
 Cost of products sold.
 Research and development.
 Selling general and administrative.
 Amortization of intangible assets.
 Interest expense.
 34




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##### Table of Contents



Other income, net.
 Provision for income taxes.
 Results from Continuing Operations
 Year Ended October 31, 2007 Compared to Combined Year Ended October 31, 2006, and Combined Year
Ended October 31, 2006 Compared to Predecessors Year Ended October 31, 2005
  Company
    
    
    
    Predecessor
    
    
    Combined
    
    
    Company
    
    
    Combined
    
    
    PredecessorYear Ended
    
    
    Year Ended
    
    
    
    One Month Ended
    
    
    Year Ended
    
    
    Year Ended
    
    
    Year Ended
    
    
    Year Ended
    
    
    Year EndedOctober 31,
    
    
    October 31,
    
    
    
    November 30,
    
    
    October 31,
    
    
    October 31,
    
    
    October 31,
    
    
    October 31,
    
    
    October 31,2007
    
    
    2006
    
    
    
    2005
    
    
    2005
    
    
    2006
    
    
    2007
    
    
    2006
    
    
    2005(In millions)
    
    
    
    (In millions)
    
    
    As a percentage of net revenueStatement of Operations Data:Net revenue
    
    $
    1,527
    
    
    $
    1,399
    
    
    
    $
    114
    
    
    $
    1,410
    
    
    $
    1,513
    
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %Costs and expenses:Cost of products sold:Cost of products sold
    
    
    936
    
    
    
    926
    
    
    
    
    87
    
    
    
    935
    
    
    
    1,013
    
    
    
    61
    %
    
    
    67
    %
    
    
    66
    %Amortization of intangible assets
    
    
    60
    
    
    
    55
    
    
    
    
    
    
    
    
    
    
    
    
    55
    
    
    
    4
    %
    
    
    4
    %
    
    
    0
    %Asset impairment charges
    
    
    140
    
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    9
    %
    
    
    0
    %
    
    
    0
    %Restructuring charges
    
    
    29
    
    
    
    2
    
    
    
    
    
    
    
    
    2
    
    
    
    2
    
    
    
    2
    %
    
    
    0
    %
    
    
    1
    %Total cost of products sold
    
    
    1,165
    
    
    
    983
    
    
    
    
    87
    
    
    
    939
    
    
    
    1,070
    
    
    
    76
    %
    
    
    71
    %
    
    
    67
    %Research and development
    
    
    205
    
    
    
    187
    
    
    
    
    22
    
    
    
    203
    
    
    
    209
    
    
    
    14
    %
    
    
    14
    %
    
    
    15
    %Selling, general and administrative
    
    
    193
    
    
    
    243
    
    
    
    
    27
    
    
    
    245
    
    
    
    270
    
    
    
    13
    %
    
    
    18
    %
    
    
    17
    %Amortization of intangible assets
    
    
    28
    
    
    
    56
    
    
    
    
    
    
    
    
    
    
    
    
    56
    
    
    
    2
    %
    
    
    4
    %
    
    
    0
    %Asset impairment charges
    
    
    18
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    1
    %
    
    
    0
    %
    
    
    0
    %Restructuring charges
    
    
    22
    
    
    
    3
    
    
    
    
    1
    
    
    
    15
    
    
    
    4
    
    
    
    1
    %
    
    
    0
    %
    
    
    1
    %Litigation settlement
    
    
    
    
    
    
    21
    
    
    
    
    
    
    
    
    
    
    
    
    21
    
    
    
    0
    %
    
    
    1
    %
    
    
    0
    %Acquired in-process research and development
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %Total costs and expenses
    
    
    1,632
    
    
    
    1,493
    
    
    
    
    137
    
    
    
    1,403
    
    
    
    1,630
    
    
    
    107
    %
    
    
    108
    %
    
    
    100
    %Income (loss) from operations
    
    
    (105
    )
    
    
    (94
    )
    
    
    
    (23
    )
    
    
    7
    
    
    
    (117
    )
    
    
    (7
    )%
    
    
    (8
    )%
    
    
    0
    %Interest expense
    
    
    (109
    )
    
    
    (143
    )
    
    
    
    
    
    
    
    
    
    
    
    (143
    )
    
    
    (7
    )%
    
    
    (9
    )%
    
    
    0
    %Loss on extinguishment of debt
    
    
    (12
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1
    )%
    
    
    0
    %
    
    
    0
    %Other income, net
    
    
    14
    
    
    
    12
    
    
    
    
    
    
    
    
    7
    
    
    
    12
    
    
    
    1
    %
    
    
    1
    %
    
    
    1
    %Income (loss) from continuing operations before
taxes
    
    
    (212
    )
    
    
    (225
    )
    
    
    
    (23
    )
    
    
    14
    
    
    
    (248
    )
    
    
    (14
    )%
    
    
    (16
    )%
    
    
    1
    %Provision for income taxes
    
    
    8
    
    
    
    3
    
    
    
    
    2
    
    
    
    5
    
    
    
    5
    
    
    
    0
    %
    
    
    1
    %
    
    
    0
    %Income (loss) from continuing operations
    
    
    (220
    )
    
    
    (228
    )
    
    
    
    (25
    )
    
    
    9
    
    
    
    (253
    )
    
    
    (14
    )%
    
    
    (17
    )%
    
    
    1
    %Income from and gain on discontinued
operations, net of income taxes
    
    
    61
    
    
    
    1
    
    
    
    
    1
    
    
    
    22
    
    
    
    2
    
    
    
    4
    %
    
    
    0
    %
    
    
    1
    %Net income (loss)
    
    $
    (159
    )
    
    $
    (227
    )
    
    
    $
    (24
    )
    
    $
    31
    
    
    $
    (251
    )
    
    
    (10
    )%
    
    
    (17
    )%
    
    
    2
    %
 35




---



##### Table of Contents



Net revenue.
  Cost of products sold.
  Research and development.
  Selling, general and administrative.
  Amortization of intangible assets.
  36




---



##### Table of Contents



Asset impairment charges.
 Restructuring charges.
  Litigation
settlement.
 Acquired
in-process research and development (IPRD) Accounting for Research and Development Costs Applicability of FASB Statement No. 2 to Business Combinations Accounted for by the Purchase Method
 an Interpretation of FASB Statement No. 2
 Interest expense.
  Loss on extinguishment of debt.
 Other income, net.
  Provision for income taxes.
  37




---



##### Table of Contents



Backlog
  Seasonality
  Liquidity and Capital Resources
     Cash Flows for the Year ended October 31, 2007, and 2006
      38




---



##### Table of Contents



Indebtedness
   Senior Credit Facilities
   Interest Rate and Fees:
  Maturity:
 Certain Covenants and Events of Default:
 
    
    incur additional debt or issue certain preferred shares;
    
    create liens on assets;
 39




---



##### Table of Contents




    
    enter into sale-leaseback transactions;
    
    engage in mergers or consolidations;
    
    sell assets;
    
    pay dividends and distributions, repurchase our capital stock or make other restricted
payments;
    
    make investments, loans or advances;
    
    make capital expenditures;
    
    repay subordinated indebtedness (including the senior subordinated notes);
    
    make certain acquisitions;
    
    amend material agreements governing our subordinated indebtedness (including the senior
subordinated notes);
    
    change our lines of business; and
    
    change the status of our parent company, Avago Technologies Holdings Pte. Ltd., as a passive
holding company.
  Senior Notes and Senior Subordinated Notes
   
    
    incur additional indebtedness and issue disqualified stock or preferred shares;
    
    pay dividends or make other distributions on, redeem or repurchase our capital stock or make
other restricted payments;
    
    make investments, acquisitions, loans or advances;
    
    incur or create liens;
    
    transfer or sell certain assets;
    
    engage in sale and lease back transactions;
    
    declare dividends or make other payments to us;
    
    guarantee indebtedness;
    
    engage in transactions with affiliates; and
    
    consolidate, merge or transfer all or substantially all of our assets.
  40




---



##### Table of Contents



Contractual Commitments
   2009 to
    
    2011 toTotal
    
    2008
    
    2010
    
    2012
    
    ThereafterShort-term and long-term debt(1)
    
    $
    903
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    903Estimated future interest expense
payments(2)
    
    
    563
    
    
    
    84
    
    
    
    168
    
    
    
    167
    
    
    
    144Operating leases(3)
    
    
    38
    
    
    
    11
    
    
    
    15
    
    
    
    5
    
    
    
    7Capital leases(4)
    
    
    7
    
    
    
    2
    
    
    
    4
    
    
    
    1
    
    
    
    Commitments to contract
manufacturers and other purchase
obligations(5)
    
    
    22
    
    
    
    22
    
    
    
    
    
    
    
    
    
    
    
    Additional contractual commitments(6)
    
    
    283
    
    
    
    43
    
    
    
    69
    
    
    
    62
    
    
    
    109
 
 (1)
    
    Represents our outstanding notes.(2)
    
    Represents interest payments on our outstanding notes assuming the same rate on the senior
floating rate notes as was in effect on October 31, 2007, commitment fees and letter of credit fees
and assuming redemption of $200 million of the Senior Floating Rates Notes to occur on December 18,
2007. See Note 22. Subsequent Events.(3)
    
    Includes operating lease commitments for facilities and equipment that we have entered into
with Agilent and other third parties.(4)
    
    Includes capital lease commitments for equipment that we have entered into with third parties.(5)
    
    We purchase components from a variety of suppliers and use several contract manufacturers to
provide manufacturing services for our products. During the normal course of business, we issue
purchase orders with estimates of our requirements several months ahead of the delivery dates.
However, our agreements with these suppliers usually allow us the option to cancel, reschedule, and
adjust our requirements based on our business needs prior to firm orders being placed. Typically
purchase orders outstanding with delivery dates within 30 days are non-cancelable.In addition to the above, we record a liability for firm, non-cancelable, and unconditional
purchase commitments for quantities in excess of our future demand
forecasts in conjunction with our
write-down of inventory. As of October 31, 2007, the liability for our firm, non-cancelable, and
unconditional purchase commitments was $3 million. These amounts are included in other liabilities
in our balance sheets at October 31, 2007, and are not included in the preceding table.(6)
    
    We have entered into several agreements related to IT, human resources, financial advisory
services and other services agreements. Off-Balance Sheet Arrangements
  New Accounting Pronouncements
  41




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##### Table of Contents



Fair Value Measurements
 Accounting for Uncertainty in Income
Taxes  an interpretation of FASB Statement No. 109
 
 Item 6. Directors, Senior Management and Employees
  
 Item 7. Major Shareholders and Related Party Transactions
  
 Item 8. Financial Information
  Legal Proceedings
  42




---



##### Table of Contents



Dividend Policy
  
 Item 9. The Offer and Listing
  
 Item 10. Additional Information
 Memorandum and Articles of Association
       43




---



##### Table of Contents



Material Contracts
  Exchange Controls
  Taxation
  Certain United States Federal Income Tax Considerations
   
    
    tax consequences to holders who may be subject to special tax
 44




---



##### Table of Contents



treatment, such as dealers in securities or currencies, traders in securities,
financial institutions, financial services entities, passive foreign investment
companies, controlled foreign corporations, regulated investment companies, real
estate investment trusts, investors in pass-through entities, tax-exempt entities,
U.S. expatriates or insurance companies;
    
    tax consequences to persons holding the notes as part of a hedging, integrated,
constructive sale or conversion transaction or a straddle;
    
    tax consequences to holders of the notes whose functional currency is not the
United States dollar;
    
    alternative minimum tax consequences, if any; or
    
    any state, local or foreign tax consequences.
  If you are considering the purchase of notes, you should consult your tax advisors concerning the
particular United States federal income tax consequences to you of the ownership of the notes, as
well as the consequences to you arising under the laws of any other taxing jurisdiction.
   45




---



##### Table of Contents



Consequences to United States Holders
   
    
    an individual citizen or resident of the United States;
    
    a corporation (or any other entity treated as a corporation for United States
federal income tax purposes) created or organized in or under the laws of the United
States, any state thereof or the District of Columbia;
    
    an estate the income of which is subject to United States federal income taxation
regardless of its source; or
    
    a trust if it (1) is subject to the primary supervision of a court within the
United States and one or more United States persons have the authority to control all
substantial decisions of the trust or (2) has a valid election in effect under
applicable United States Treasury regulations to be treated as a United States
person.
 Payments of Interest
  46




---



##### Table of Contents



Market Discount
  Amortizable Bond Premium
  Sale, Exchange and Retirement of Notes
  47




---



##### Table of Contents



Consequences to Non-U.S. Holders
  United States Federal Withholding Tax
  
    
    interest paid on the notes is not effectively connected with your conduct of a
trade or business in the United States;
    
    you do not actually (or constructively) own 10% or more of the total combined
voting power of all classes of our voting stock within the meaning of the Code and
applicable United States Treasury regulations;
    
    you are not a controlled foreign corporation that is related to us through stock
ownership;
    
    you are not a bank whose receipt of interest on the notes is described in Section
881(c)(3)(A) of the Code; and
    
    either (a) you provide your name and address on an IRS Form W-8BEN (or other
applicable form), and certify, under penalties of perjury, that you are not a United
States person as defined under the Code or (b) you hold your notes through certain
foreign intermediaries and satisfy the certification requirements of applicable
United States Treasury regulations.
   
    
    IRS Form W-8BEN (or other applicable form) claiming an exemption from or reduction
in withholding under an applicable income tax treaty; or
    
    IRS Form W-8ECI (or other applicable form) stating that interest paid on the notes
is not subject to withholding tax because it is effectively
 48




---



##### Table of Contents



United States Federal Income Tax
   
    
    the gain is effectively connected with your conduct of a trade or business in the
United States (and, if required by an applicable income tax treaty, is attributable
to a United States permanent establishment); or
    
    you are an individual who is present in the United States for 183 days or more in
the taxable year of that disposition, and certain other conditions are met.
 Income Tax Treaty
  Information Reporting and Backup Withholding
 U.S. Holders
  49




---



##### Table of Contents



Non-U.S. Holders
     Singapore Tax Considerations
 The statements below are general in nature and are based on certain aspects of current tax laws in
Singapore and administrative guidelines issued by the Monetary Authority of Singapore (MAS) in
effect as at the date of this Form 20-F and are subject to any changes in such laws or
administrative guidelines, or the interpretation of those laws or guidelines, occurring after such
date, which changes could be made on a retroactive basis. Neither these statements nor any other
statements in this Form 20-F are to be regarded as advice on the tax position of any holder of the
notes or of any person acquiring, selling or otherwise dealing with the notes or on any tax
implications arising from the acquisition, sale or other dealings in respect of the notes. The
statements do not purport to be a comprehensive description of all the tax considerations that may
be relevant to a decision to acquire, own or dispose of the notes and do not purport to deal with
the tax consequences applicable to all categories of investors, some of which (such as dealers in
securities) may be subject to special rules. HOLDERS OF THE NOTES WHO ARE IN DOUBT ABOUT THEIR
RESPECTIVE TAX POSITIONS OR ANY SUCH TAX IMPLICATIONS OF THE ACQUISITION, OWNERSHIP OR TRANSFER OF
THE NOTES OR WHO MAY BE SUBJECT TO TAX IN A JURISDICTION OTHER THAN SINGAPORE SHOULD CONSULT THEIR
OWN TAX ADVISORS.
 50




---



##### Table of Contents



1. Interest and Other Payments
  A. Finance and Treasury Centre Incentive
    a)
    
    the notes are held by a non-resident person who has a permanent establishment in Singapore
and the funds used to acquire the notes were obtained from any operation in Singapore carried
on through that permanent establishment; orb)
    
    at any time during the life of the notes, they are beneficially held or funded, directly or
indirectly, by any office or associated company of Avago Technologies Finance Pte. Ltd., which
is not an office or associated company approved for the purposes of the Notification.
 51




---



##### Table of Contents



B. Qualifying Debt Securities
  (a)
    
    Subject to certain prescribed conditions having been fulfilled, including:
 (i)
    
    the furnishing by us, or such other person as the Comptroller of Income Tax in
Singapore (Comptroller) may direct, of a return to the Comptroller with respect to the
notes within such period as the Comptroller may specify and such other particulars in
connection with the notes as the Comptroller may require; and(ii)
    
    the inclusion by us in all offering documents relating to the notes a statement to
the effect that where interest income is received by a person who is not resident in
Singapore and who carries on any operation in Singapore through a permanent establishment
in Singapore, the tax exemption shall not apply if the non-resident person acquires the
notes using funds from that persons operations through the permanent establishment,
 interest derived from the notes by a holder who is not resident in Singapore and who does not
have any permanent establishment in Singapore is exempt from Singapore tax. Non-residents who
have permanent establishments in Singapore will also have the benefit of this exemption,
provided that the funds used by them to acquire the notes are not obtained from any operation
in Singapore. Funds from Singapore operations means, in relation to a person, the funds and
profits of that persons operations through a permanent establishment in Singapore;
 (b)
    
    subject to certain conditions having been fulfilled (including the furnishing by us, or such
other person as the Comptroller may direct, of a return to the Comptroller with respect to the
notes within such period as the Comptroller may specify and such other particulars in
connection with the notes as the Comptroller may require), interest derived from the notes by
any company or body of persons in Singapore is subject to tax at a concessionary rate of 10%;
and(c)
    
    subject to:
 (i)
    
    Avago Technologies Finance Pte. Ltd. and the co-issuers including in all offering
documents relating to the notes a statement to the effect that any person whose interest
derived from the notes is not exempt from tax shall include such interest in a return of
income made under the ITA; and
 52




---



##### Table of Contents



(ii)
    
    Avago Technologies Finance Pte. Ltd. and the co-issuers, or such other person as the
Comptroller may direct, furnishing to the Comptroller a return on the debt securities
within such period as the Comptroller may specify and such other particulars in connection
by those securities as the Comptroller may require,
 interest derived from the notes is not subject to withholding of tax by Avago Technologies
Finance Pte. Ltd. or the co-issuers.
     2. Certain Types of Premium Payments
   53




---



##### Table of Contents



3. Investment Income
  4. Payments by Guarantors and Co-Issuers
    5. Estate Duty
    6. Capital Gains
  54




---



##### Table of Contents



Documents on Display
  Submission of Matters to a Vote of Security Holders
  Market for Registrants Common Equity, Related Shareholder Matters and Issuer Purchase of Equity
Securities
   Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
  55




---



##### Table of Contents



Item 11. Quantitative and Qualitative Disclosures About Market Risk
 Interest Rate
  Currency Exchange Rates
   
 Item 12. Description of Securities Other than Equity Securities
  56




---



##### Table of Contents



PART II
 
 Item 13. Defaults, Dividend Arrearages and Delinquencies.
  
 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds.
  
 Item 15. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures.
  Changes in Internal Controls Over Financial Reporting.
  
 Item 16A. Audit Committee Financial Expert
  
 Item 16B. Code of Ethics
  
 Item 16C. Principal Accountant fees and Services
  
 Item 16D. Exemptions from the Listing Standards for Audit Committees.
  
 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
  57




---



##### Table of Contents



PART III
 
 Item 17. Financial Statements.
  58




---



##### Table of Contents



Item 18. Financial Statements.
 AVAGO TECHNOLOGIES FINANCE PTE. LTD.
 TABLE OF CONTENTS
 PageConsolidated Financial Statements:Reports of Independent Registered Public Accounting Firm
    
    
    60Consolidated Statements of Operations
    
    
    62Consolidated Balance Sheets
    
    
    63Consolidated Statements of Cash Flows
    
    
    64Consolidated Statement of Shareholders Equity and Comprehensive Loss
    
    
    65Consolidated Statements of Invested Equity  Predecessor
    
    
    66Notes to Consolidated Financial Statements
    
    
    67
 59




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    
 60




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
       
 61




---



##### Table of Contents



AVAGO TECHNOLOGIES FINANCE PTE. LTD.
 CONSOLIDATED STATEMENTS OF OPERATIONS
(IN MILLIONS)
 Company
    
    
    
    PredecessorYear Ended October 31,
    
    
    
    One Month Ended
    
    
    Year Ended2007
    
    
    2006
    
    
    
    November 30, 2005
    
    
    October 31, 2005Net revenue
    
    $
    1,527
    
    
    $
    1,399
    
    
    
    $
    114
    
    
    $
    1,410Costs and expenses:Cost of products sold:Cost of products sold
    
    
    936
    
    
    
    926
    
    
    
    
    87
    
    
    
    935Amortization of intangible assets
    
    
    60
    
    
    
    55
    
    
    
    
    
    
    
    
    Asset impairment charges
    
    
    140
    
    
    
    
    
    
    
    
    
    
    
    
    2Restructuring charges
    
    
    29
    
    
    
    2
    
    
    
    
    
    
    
    
    2Total cost of products sold
    
    
    1,165
    
    
    
    983
    
    
    
    
    87
    
    
    
    939Research and development
    
    
    205
    
    
    
    187
    
    
    
    
    22
    
    
    
    203Selling, general and administrative
    
    
    193
    
    
    
    243
    
    
    
    
    27
    
    
    
    245Amortization of intangible assets
    
    
    28
    
    
    
    56
    
    
    
    
    
    
    
    
    Asset impairment charges
    
    
    18
    
    
    
    
    
    
    
    
    
    
    
    
    1Restructuring charges
    
    
    22
    
    
    
    3
    
    
    
    
    1
    
    
    
    15Litigation settlement
    
    
    
    
    
    
    21
    
    
    
    
    
    
    
    
    Acquired in-process research and development
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    Total costs and expenses
    
    
    1,632
    
    
    
    1,493
    
    
    
    
    137
    
    
    
    1,403Income (loss) from operations
    
    
    (105
    )
    
    
    (94
    )
    
    
    
    (23
    )
    
    
    7Interest expense
    
    
    (109
    )
    
    
    (143
    )
    
    
    
    
    
    
    
    Loss on extinguishment of debt
    
    
    (12
    )
    
    
    
    
    
    
    
    
    
    
    
    Other income, net
    
    
    14
    
    
    
    12
    
    
    
    
    
    
    
    
    7Income (loss) from continuing operations before income taxes
    
    
    (212
    )
    
    
    (225
    )
    
    
    
    (23
    )
    
    
    14Provision for income taxes
    
    
    8
    
    
    
    3
    
    
    
    
    2
    
    
    
    5Income (loss) from continuing operations
    
    
    (220
    )
    
    
    (228
    )
    
    
    
    (25
    )
    
    
    9Income from and gain on discontinued operations, net of
income taxes
    
    
    61
    
    
    
    1
    
    
    
    
    1
    
    
    
    22Net income (loss)
    
    $
    (159
    )
    
    $
    (227
    )
    
    
    $
    (24
    )
    
    $
    31
  62




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##### Table of Contents



AVAGO TECHNOLOGIES FINANCE PTE. LTD.
 CONSOLIDATED BALANCE SHEETS
(IN MILLIONS, EXCEPT SHARE AMOUNTS)
 October 31,2007
    
    
    2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    309
    
    
    $
    272Trade accounts receivable, net
    
    
    218
    
    
    
    187Inventory
    
    
    140
    
    
    
    169Assets of discontinued operation
    
    
    25
    
    
    
    Other current assets
    
    
    25
    
    
    
    34Total current assets
    
    
    717
    
    
    
    662Property, plant and equipment, net
    
    
    292
    
    
    
    417Goodwill
    
    
    122
    
    
    
    116Intangible assets, net
    
    
    777
    
    
    
    973Other long-term assets
    
    
    43
    
    
    
    49Total assets
    
    $
    1,951
    
    
    $
    2,217LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    194
    
    
    $
    165Employee compensation and benefits
    
    
    56
    
    
    
    68Accrued interest
    
    
    34
    
    
    
    38Capital lease obligations  current
    
    
    2
    
    
    
    3Other current liabilities
    
    
    44
    
    
    
    77Total current liabilities
    
    
    330
    
    
    
    351Long-term liabilities:Long-term debt
    
    
    903
    
    
    
    1,000Capital lease obligations  non-current
    
    
    4
    
    
    
    4Other long-term liabilities
    
    
    30
    
    
    
    31Total liabilities
    
    
    1,267
    
    
    
    1,386Commitments and contingencies (Note 20)Shareholders equity:Redeemable convertible preference shares, no
par value; none issued and outstanding on
October 31, 2007 and 2006
    
    
    
    
    
    
    Ordinary shares, no par value; 210,460,262
shares issued and outstanding on October 31,
2007 and 2006
    
    
    1,066
    
    
    
    1,058Accumulated deficit
    
    
    (386
    )
    
    
    (227
    )Accumulated other comprehensive income
    
    
    4
    
    
    
    Total shareholders equity
    
    
    684
    
    
    
    831Total liabilities and shareholders equity
    
    $
    1,951
    
    
    $
    2,217
  63




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AVAGO TECHNOLOGIES FINANCE PTE. LTD.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN MILLIONS)
 Company
    
    
    
    PredecessorYear Ended October 31,
    
    
    
    Year Ended
    
    
    One Month Ended2007
    
    
    2006
    
    
    
    October 31, 2005
    
    
    November 30, 2005Cash flows from operating activities:Net income (loss)
    
    $
    (159
    )
    
    $
    (227
    )
    
    
    $
    31
    
    
    $
    (24
    )Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:Depreciation and amortization
    
    
    176
    
    
    
    210
    
    
    
    
    63
    
    
    
    6Amortization of debt issuance costs
    
    
    4
    
    
    
    22
    
    
    
    
    
    
    
    
    Asset impairment charges
    
    
    158
    
    
    
    
    
    
    
    
    3
    
    
    
    Gain on discontinued operations
    
    
    (61
    )
    
    
    
    
    
    
    
    
    
    
    
    Loss on extinguishment of debt
    
    
    12
    
    
    
    
    
    
    
    
    
    
    
    
    Loss on sale of property, plant and equipment
    
    
    2
    
    
    
    5
    
    
    
    
    (13
    )
    
    
    Non-cash portion of restructuring charges
    
    
    4
    
    
    
    
    
    
    
    
    6
    
    
    
    Acquired in-process research and development
    
    
    1
    
    
    
    2
    
    
    
    
    
    
    
    
    Goodwill adjustment charge
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    Share-based compensation
    
    
    12
    
    
    
    3
    
    
    
    
    8
    
    
    
    4Changes in assets and liabilities, net of acquisition and dispositions:Trade accounts receivable
    
    
    (31
    )
    
    
    136
    
    
    
    
    37
    
    
    
    1Inventory
    
    
    28
    
    
    
    28
    
    
    
    
    39
    
    
    
    (3
    )Accounts payable
    
    
    29
    
    
    
    32
    
    
    
    
    (11
    )
    
    
    (6
    )Employee compensation and benefits
    
    
    (12
    )
    
    
    53
    
    
    
    
    
    
    
    
    Other current assets and current liabilities
    
    
    (28
    )
    
    
    95
    
    
    
    
    42
    
    
    
    (19
    )Other long-term assets and long-term liabilities
    
    
    9
    
    
    
    22
    
    
    
    
    5
    
    
    
    2Net cash (used in) provided by operating activities
    
    
    144
    
    
    
    381
    
    
    
    
    211
    
    
    
    (39
    )Cash flows from investing activities:Purchase of property, plant and equipment
    
    
    (37
    )
    
    
    (59
    )
    
    
    
    (59
    )
    
    
    (6
    )Acquisitions, net of cash acquired
    
    
    (27
    )
    
    
    (2,707
    )
    
    
    
    (9
    )
    
    
    Proceeds from sale of property, plant and equipment
    
    
    
    
    
    
    1
    
    
    
    
    14
    
    
    
    Proceeds from sale of discontinued operations
    
    
    69
    
    
    
    665
    
    
    
    
    3
    
    
    
    Net cash (used in) provided by investing activities
    
    
    5
    
    
    
    (2,100
    )
    
    
    
    (51
    )
    
    
    (6
    )Cash flows from financing activities:Proceeds from borrowings, net of financing costs
    
    
    
    
    
    
    1,666
    
    
    
    
    
    
    
    
    Debt repayments
    
    
    (107
    )
    
    
    (725
    )
    
    
    
    
    
    
    
    Issuance of ordinary shares, net of issuance costs
    
    
    
    
    
    
    1,051
    
    
    
    
    
    
    
    
    Tax benefits of share-based compensation
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    Cash settlement of equity awards
    
    
    (5
    )
    
    
    
    
    
    
    
    
    
    
    
    Issuance of redeemable convertible preference shares, net of issuance cost
    
    
    
    
    
    
    250
    
    
    
    
    
    
    
    
    Redemption of redeemable convertible preference shares, net
    
    
    
    
    
    
    (249
    )
    
    
    
    
    
    
    
    Dividend paid on redeemable convertible preference shares
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    
    Payment on capital lease obligation
    
    
    (1
    )
    
    
    (1
    )
    
    
    
    
    
    
    
    Net invested equity  Predecessor
    
    
    
    
    
    
    
    
    
    
    
    (160
    )
    
    
    45Net cash (used in) provided by financing activities
    
    
    (112
    )
    
    
    1,991
    
    
    
    
    (160
    )
    
    
    45Net increase in cash and cash equivalents
    
    
    37
    
    
    
    272
    
    
    
    
    
    
    
    
    Cash and cash equivalents at the beginning of period
    
    
    272
    
    
    
    
    
    
    
    
    
    
    
    
    Cash and cash equivalents at end of period
    
    $
    309
    
    
    $
    272
    
    
    
    $
    
    
    
    $
    Supplemental schedule of non-cash investing and financing activities:Cash paid for interest
    
    $
    109
    
    
    $
    83
    
    
    
    $
    
    
    
    $
    Cash paid for income taxes
    
    $
    23
    
    
    $
    1
    
    
    
    $
    
    
    
    $
    Acquisition of property, plant and equipment under capital leases
    
    $
    
    
    
    $
    8
    
    
    
    $
    
    
    
    $
    Issuance of share options in connection with the Acquisition
    
    $
    
    
    
    $
    4
    
    
    
    $
    
    
    
    $
    
  64




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##### Table of Contents



AVAGO TECHNOLOGIES FINANCE PTE. LTD.
 CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY AND COMPREHENSIVE LOSS
(IN MILLIONS, EXCEPT SHARE AMOUNTS)
 RedeemableConvertible Cumulative
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    TotalPreference Shares
    
    
    Ordinary Shares
    
    
    Accumulated
    
    
    Comprehensive
    
    
    Shareholders
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Deficit
    
    
    Income
    
    
    Equity
    
    
    LossBalance as of November 1, 2005
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Issuance of ordinary shares to Holdings
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of redeemable convertible
cumulative preference shares
    
    
    250,000
    
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    250Issuance of ordinary shares to Holdings
    
    
    
    
    
    
    
    
    
    
    209,840,061
    
    
    
    1,049
    
    
    $
    
    
    
    
    
    
    
    
    1,049Redemption of redeemable convertible
cumulative preference shares and
issuance of ordinary shares
    
    
    (248,853
    )
    
    
    (249
    )
    
    
    1,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (249
    )Dividend on redeemable convertible
cumulative preference shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    (1
    )Conversion of redeemable convertible
cumulative preference shares to
ordinary shares
    
    
    (1,147
    )
    
    
    (1
    )
    
    
    229,400
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    Issuance of ordinary shares to Holdings
    
    
    
    
    
    
    
    
    
    
    389,300
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    2Issuance of options in connection with
the Acquisition
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    4Share-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    3Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (227
    )
    
    
    
    
    
    
    (227
    )
    
    
    (227
    )Balance as of October 31, 2006
    
    
    
    
    
    
    
    
    
    
    210,460,262
    
    
    
    1,058
    
    
    
    (227
    )
    
    
    
    
    
    
    831
    
    
    $
    (227
    )Cash settlement of equity awards
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5
    )
    
    
    
    
    
    
    
    
    
    
    (5
    )Share-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12
    
    
    
    
    
    
    
    
    
    
    
    12Tax benefits of share-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    1Accumulated other comprehensive income
on pension liability, net of taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    4
    
    
    
    4Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (159
    )
    
    
    
    
    
    
    (159
    )
    
    
    (159
    )Balance as of October 31, 2007
    
    
    
    
    
    $
    
    
    
    
    210,460,262
    
    
    $
    1,066
    
    
    $
    (386
    )
    
    $
    4
    
    
    $
    684
    
    
    $
    (155
    )
  65




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##### Table of Contents



AVAGO TECHNOLOGIES FINANCE PTE. LTD.
 CONSOLIDATED STATEMENTS OF INVESTED EQUITY  PREDECESSOR
(IN MILLIONS)
 Accumulated OtherAgilents Net
    
    
    ComprehensiveInvestment
    
    
    Income/(Loss)
    
    
    TotalInvested equity as of October 31, 2004
    
    $
    631
    
    
    $
    19
    
    
    $
    650Components of comprehensive income:Net income
    
    
    31
    
    
    
    
    
    
    
    31Foreign currency translation, net of taxes
    
    
    
    
    
    
    (9
    )
    
    
    (9
    )Unrealized gain on derivatives, net of taxes
    
    
    
    
    
    
    1
    
    
    
    1Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    23Stock-based compensation, net of taxes
    
    
    8
    
    
    
    
    
    
    
    8Net book value of assets transferred by Agilent
    
    
    8
    
    
    
    
    
    
    
    8Net return of investment to Agilent
    
    
    (160
    )
    
    
    
    
    
    
    (160
    )Invested equity as of October 31, 2005
    
    
    518
    
    
    
    11
    
    
    
    529Components of comprehensive income:Net income
    
    
    (24
    )
    
    
    
    
    
    
    (24
    )Foreign currency translation, net of taxes
    
    
    
    
    
    
    (2
    )
    
    
    (2
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    (26
    )Stock-based compensation, net of taxes
    
    
    4
    
    
    
    
    
    
    
    4Net return of investment to Agilent
    
    
    45
    
    
    
    
    
    
    
    45Invested equity as of November 30, 2005
    
    $
    543
    
    
    $
    9
    
    
    $
    552
  66




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##### Table of Contents



AVAGO TECHNOLOGIES FINANCE PTE. LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. Overview and Basis of Presentation
 Overview
    Basis of Presentation
 The Company
    The Subsidiaries and Holdings Guarantors
  67




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##### Table of Contents



Fiscal Periods
  Principles of Consolidation  Successor
  Principles of Combination  Predecessor
   2. Summary of Significant Accounting Policies
 Use of estimates.
 Revenue recognition.
 Cash and cash equivalents.
 Trade accounts receivable, net.
 Share-based compensation.
 68




---



##### Table of Contents



Shipping and handling costs.
 Goodwill
and purchased intangible assets. Goodwill
and Other Intangible Assets
 Advertising.
 Research and development.
 Taxes on income. Accounting for Income Taxes
 69




---



##### Table of Contents



Concentration of credit risk.
   Derivative instruments.
  Inventory.
 Investments.
 Property, plant and equipment.
 Earnings per share.
 Foreign currency translation.
 70




---



##### Table of Contents



Capitalized software development costs. Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use
 Warranty
 Accumulated other comprehensive income.
 Reclassifications.
 New Accounting Pronouncements
 Accounting for Registration Payment Arrangements.
  The Fair Value Option for Financial Assets
and Financial Liabilitiesincluding an amendment of SFAS No. 115.
 Employers Accounting for Defined Benefit
Pension and Other Postretirement Plansan amendment of FASB Statements No. 87, 88, 106, and
132(R).
 Fair Value Measurements
 Accounting for Uncertainty in
Income Taxes  an interpretation of FASB Statement No. 109
 71




---



##### Table of Contents



3. Acquisitions
 SPG Acquisition
  Cash
    
    $
    2,660Transaction costs
    
    
    51Options assumed
    
    
    4$
    2,715
  Current and other tangible assets:Cash
    
    $
    4Trade accounts receivable, net
    
    
    323Inventory
    
    
    214Property, plant and equipment, net
    
    
    452Other assets
    
    
    72Goodwill
    
    
    193Assets held for sale  storage Business, including purchased intangibles and goodwill
of $404 million
    
    
    421Amortizable intangible assets:Purchased technology
    
    
    843Customer relationships
    
    
    323Distributor relationships
    
    
    24Order Backlog
    
    
    43Total assets acquired
    
    
    2,912Liabilities assumed
    
    
    (196
    )Liabilities held for sale
    
    
    (1
    )Net assets acquired
    
    $
    2,715
  , Business Combinations Applicability of FASB
Statement No. 2 to Business Combinations Accounted for by the Purchase Method
 Amortizable Acquired Intangible Assets
 Purchased Technology:
 72




---



##### Table of Contents



Customer Relationships:
 Distributor Relationships:
 Order Backlog:
 Goodwill
  Pro Forma Financial Information
  Year Ended October 31,2006
    
    2005Pro forma net revenue
    
    $
    1,513
    
    
    $
    1,410Pro forma loss from continuing operations
    
    
    (153
    )
    
    
    (283
    )
  Polymer Optical Fiber Acquisition
  4. Transactions with Agilent
  73




---



##### Table of Contents



Year Ended
    
    
    One MonthOctober 31,
    
    
    Ended November 30,2005
    
    
    2005(In millions)Cost of products sold
    
    $
    80
    
    
    $
    8Research and development
    
    
    80
    
    
    
    8Selling, general and administrative
    
    
    146
    
    
    
    15Other (income) expense, net
    
    
    
    
    
    
    Total allocated costs
    
    $
    306
    
    
    $
    31
 Predecessor Accounting
   Allocated Costs
  5. Balance Sheet Components
 Inventory
  CompanyOctober 31,
    
    
    October 31,2007
    
    
    2006Finished goods
    
    $
    44
    
    
    $
    50Work-in-process
    
    
    78
    
    
    
    109Raw materials
    
    
    18
    
    
    
    10Total inventory
    
    $
    140
    
    
    $
    169
 74




---



##### Table of Contents



Other Current Assets
  CompanyOctober 31,
    
    
    October 31,2007
    
    
    2006Non-U.S. transaction tax receivable
    
    $
    6
    
    
    $
    3Prepayments
    
    
    10
    
    
    
    12Other
    
    
    9
    
    
    
    19Total other current assets
    
    $
    25
    
    
    $
    34
 Property, Plant and Equipment, Net
  CompanyOctober 31,
    
    
    October 31,2007
    
    
    2006Land
    
    $
    11
    
    
    $
    12Buildings and leasehold improvements
    
    
    123
    
    
    
    165Machinery and equipment
    
    
    320
    
    
    
    321Total property, plant and equipment
    
    
    454
    
    
    
    498Accumulated depreciation and amortization
    
    
    (162
    )
    
    
    (81
    )Total property, plant and equipment
    
    $
    292
    
    
    $
    417
     Other Current Liabilities
  CompanyOctober 31,
    
    
    October 31,2007
    
    
    2006Deferred revenue
    
    $
    7
    
    
    $
    5Supplier liabilities
    
    
    3
    
    
    
    3Customer deposit
    
    
    1
    
    
    
    12Litigation settlements
    
    
    
    
    
    
    24Due to Parent
    
    
    9
    
    
    
    11Income taxes payable
    
    
    9
    
    
    
    15Restructuring charges
    
    
    5
    
    
    
    Other
    
    
    10
    
    
    
    7Total other current liabilities
    
    $
    44
    
    
    $
    77
 75




---



##### Table of Contents



6. Goodwill
  Balance as of October 31, 2006
    
    $
    116POF Acquisition
    
    
    6Balance as of October 31, 2007
    
    $
    122
 7. Intangible Assets
  Gross Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Net Book ValueAs of October 31, 2007:Purchased technology
    
    $
    714
    
    
    
    ($117
    )
    
    $
    597Customer and distributor relationships
    
    
    230
    
    
    
    (50
    )
    
    
    180Order backlog
    
    
    29
    
    
    
    (29
    )
    
    
    Other
    
    
    2
    
    
    
    (2
    )
    
    
    Total
    
    $
    975
    
    
    
    ($198
    )
    
    $
    777As of October 31, 2006:Purchased technology
    
    $
    796
    
    
    
    ($57
    )
    
    $
    739Customer and distributor relationships
    
    
    266
    
    
    
    (33
    )
    
    
    233Order backlog
    
    
    31
    
    
    
    (31
    )
    
    
    Other
    
    
    2
    
    
    
    (1
    )
    
    
    1Total
    
    $
    1,095
    
    
    
    ($122
    )
    
    $
    973
    
  Fiscal Year
    
    Amount2008
    
    $
    832009
    
    
    762010
    
    
    752011
    
    
    732012
    
    
    73Thereafter
    
    
    397$
    777
 76




---



##### Table of Contents



YearsAmortizable intangible assets:Purchased technology
    
    
    12Customer and distributor relationships
    
    
    9
 8. Retirement Plans and Post-Retirement Benefits
 Company
  Before application
    
    
    
    
    
    After applicationof SFAS No. 158
    
    Adjustments
    
    of SFAS No. 158Non-current deferred income tax liability
    
    $
    2
    
    
    
    3
    
    
    $
    5Accumulated other comprehensive income
    
    $
    
    
    
    
    4
    
    
    $
    4
 Assumed Plans.
 401(k) Defined Contribution Plan.
 U.S. Post-Retirement Medical Benefit Plans.
 Non-U.S Retirement Benefit Plans.
  77




---



##### Table of Contents



Funded status.
 Company
    
    
    CompanyNon-U.S. Defined Benefit Plans
    
    
    U.S. Post Retirement Medical Plans2007
    
    
    2006
    
    
    2007
    
    
    2006Change in plan assets:Fair value  beginning of period
    
    $
    9
    
    
    $
    
    
    
    $
    
    
    
    $
    Fair value of assets transferred on December 1, 2005
    
    
    
    
    
    
    8
    
    
    
    
    
    
    
    Currency impact
    
    
    1
    
    
    
    1
    
    
    
    
    
    
    
    Employer contributions
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    Fair value of plan assets  end of period
    
    $
    11
    
    
    $
    9
    
    
    $
    
    
    
    $
    
 Company
    
    
    CompanyNon-U.S. Defined Benefit Plans
    
    
    U.S. Post Retirement Medical Plans2007
    
    
    2006
    
    
    2007
    
    
    2006Change in benefit obligation:Benefit obligation  beginning of period
    
    $
    16
    
    
    $
    
    
    
    $
    17
    
    
    $
    Obligations acquired on December 1, 2005
    
    
    
    
    
    
    12
    
    
    
    
    
    
    
    20Addition to Plan
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    Service cost
    
    
    2
    
    
    
    2
    
    
    
    1
    
    
    
    1Interest cost
    
    
    1
    
    
    
    
    
    
    
    1
    
    
    
    1Amendment
    
    
    
    
    
    
    
    
    
    
    (1
    )
    
    
    Actuarial (gain)/loss
    
    
    (2
    )
    
    
    1
    
    
    
    (2
    )
    
    
    (5
    )Currency impact
    
    
    1
    
    
    
    1
    
    
    
    
    
    
    
    Benefit obligation  end of period
    
    $
    19
    
    
    $
    16
    
    
    $
    16
    
    
    $
    17Net accrued costs:Plan assets less than benefit obligation
    
    $
    (8
    )
    
    $
    (7
    )
    
    $
    (16
    )
    
    $
    (17
    )Unrecognized net actuarial (gain)/loss and net prior service credit
    
    
    
    
    
    
    2
    
    
    
    (7
    )
    
    
    (5
    )Accumulated other comprehensive income
    
    
    
    
    
    
    
    
    
    
    7
    
    
    
    $
    (8
    )
    
    $
    (5
    )
    
    $
    (16
    )
    
    $
    (22
    )
  Non-U.S.
    
    U.S. PostDefined
    
    RetirementBenefit Plans
    
    Medical Plans2008
    
    $
    
    
    
    $
    2009
    
    
    
    
    
    
    12010
    
    
    
    
    
    
    12011
    
    
    
    
    
    
    12012
    
    
    1
    
    
    
    12013-2017
    
    
    5
    
    
    
    4
 Assumptions
  78




---



##### Table of Contents



Assumptions for Benefit Obligation
    
    Assumptions for ExpenseCompany
    
    CompanyYear Ended October 31,
    
    Year Ended October 31,2007
    
    2006
    
    2007
    
    2006Non-U.S. Defined Benefit Plans:Discount rate
    
    
    2.25%-5.25
    %
    
    
    2.25%-4.75
    %
    
    
    2.25%-5.25
    %
    
    
    2.00%-4.25
    %Average increase in compensation levels
    
    
    3.00%-5.00
    %
    
    
    3.00%-4.00
    %
    
    
    3.00%-4.00
    %
    
    
    2.50%-4.50
    %Expected long-term return on assets
    
    
    2.75%-5.60
    %
    
    
    2.75%-5.60
    %
    
    
    2.75%-5.60
    %
    
    
    3.50%-6.75
    %
 Assumptions for Benefit Obligation
    
    Assumptions for ExpenseCompany
    
    CompanyYear Ended October 31,
    
    Year Ended October 31,2007
    
    2006
    
    2007
    
    2006U.S. Post-Retirement Medical Plan:Discount rate
    
    
    6.250
    %
    
    
    6.000
    %
    
    
    6.000
    %
    
    
    5.250
    %Current medical cost trend rate
    
    
    9.000
    %
    
    
    9.000
    %
    
    
    9.000
    %
    
    
    9.000
    %Ultimate medical cost trend rate
    
    
    5.000
    %
    
    
    5.000
    %
    
    
    5.000
    %
    
    
    5.000
    %Medical cost trend rate decreases to ultimate trend rate in year
    
    
    2012
    
    
    
    2011
    
    
    
    2011
    
    
    
    2010
  1% Increase
    
    1% DecreaseEffect on post-retirement benefit obligation (in
millions)
    
    $
    1
    
    
    $
    (1
    )Percentage effect on post-retirement benefit obligation
    
    
    8.4
    %
    
    
    (7.0
    )%
  Predecessor
 General.
 U.S. Retirement-Related Plans.
 4 01(k) Defined Contribution Plan.
 Post-Retirement Benefit Plans.
 Medicare Prescription Drug, Improvement and Modernization Act of 2003. Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and
Modernization Act of 2003
 79




---



##### Table of Contents



Non-U.S. Retirement Benefit Plans.
  Assumptions.
 PredecessorYear EndedOctober 31, 2005Non-U.S. defined benefit plans:Discount rate
    
    
    2.25-6.0
    %Average increase in compensation levels
    
    
    0-5.0
    %Expected long-term return on assets
    
    
    4.75-7.0
    %U.S. post-retirement benefits plans:Discount rate
    
    
    5.75
    %Expected long-term return on assets
    
    
    8.50
    %Current medical cost trend rate
    
    
    10.00
    %Ultimate medical cost trend rate
    
    
    5.00
    %Medical cost trend rate decrease to ultimate rate in year
    
    
    2010
 9. Senior Credit Facilities and Borrowings
  October 31,
    
    
    October 31,2007
    
    
    2006Senior credit facilities:Term loan facility
    
    $
    
    
    
    $
    Revolving credit facility
    
    
    
    
    
    
    Notes:101/8% senior notes due 2013
    
    $
    403
    
    
    $
    500Senior floating rate notes due 2013
    
    
    250
    
    
    
    250117/8% senior subordinated notes due 2015
    
    
    250
    
    
    
    250$
    903
    
    
    $
    1,000
 Senior Credit Facilities
  80




---



##### Table of Contents



Interest Rate and Fees:
  Maturity:
 Certain Covenants and Events of Default:
 
    
    incur additional debt or issue certain preferred shares;
    
    create liens on assets;
    
    enter into sale-leaseback transactions;
    
    engage in mergers or consolidations;
    
    sell assets;
    
    pay dividends and distributions, or repurchase our capital stock or make other restrictive payments;
    
    make investments, loans or advances;
    
    make capital expenditures;
    
    repay subordinated indebtedness (including the senior subordinated notes);
    
    make certain acquisitions;
    
    amend material agreements governing our subordinated indebtedness (including the senior subordinated notes);
    
    change our lines of business; and
    
    change the status of Holdings as a passive holding company.
 81




---



##### Table of Contents




    
    a pledge of 100% of our capital stock and 100% of the capital stock of each of our material subsidiaries; and
 
    
    a security interest in substantially all of our tangible and intangible assets and the tangible and
intangible assets of each guarantor.
   Senior Notes and Senior Subordinated Notes
        82




---



##### Table of Contents



Debt Repayments
   Debt Issuance Costs
  Predecessor
  10. Fair Value of Financial Instruments
  CompanyOctober 31, 2007
    
    October 31, 2006Carrying
    
    Fair
    
    Carrying
    
    FairValue
    
    Value
    
    Value
    
    ValueVariable rate debt
    
    $
    250
    
    
    $
    257
    
    
    $
    250
    
    
    $
    263Fixed rate debt
    
    
    653
    
    
    
    722
    
    
    
    750
    
    
    
    806
  11. Shareholders Equity
 Company
  83




---



##### Table of Contents



Ordinary and Redeemable Convertible Preference Shares
  Share Option Plans
     Awards OutstandingWeighted-Weighted-
    
    AverageAwards
    
    
    
    
    
    Average
    
    Remaining
    
    AggregateAvailable for
    
    Number
    
    Exercise Price
    
    Contractual Life
    
    IntrinsicGrant
    
    Outstanding
    
    Per Share
    
    (in years)
    
    ValueBalance as of October 31, 2006
    
    
    8
    
    
    
    18
    
    
    
    4.87Granted
    
    
    (6
    )
    
    
    6
    
    
    
    8.98Cancelled
    
    
    4
    
    
    
    (4
    )
    
    
    4.91Outstanding as of October 31, 2007
    
    
    6
    
    
    
    20
    
    
    
    6.07
    
    
    
    7.82
    
    
    $
    84Vested as of October 31, 2007
    
    
    
    
    
    
    4
    
    
    
    4.31
    
    
    
    6.82
    
    
    
    23Vested and expected to vest as of
October 31, 2007
    
    
    
    
    
    
    15
    
    
    
    5.87
    
    
    
    7.71
    
    
    
    64
  Awards Outstanding
    
    Awards ExercisableWeighted-Average
    
    Weighted-
    
    
    
    
    
    Weighted-Remaining
    
    Average
    
    
    
    
    
    AverageNumber
    
    Contractual
    
    Exercise Price
    
    Number
    
    Exercise PriceExercise Prices
    
    Outstanding
    
    Life (in years)
    
    Per Share
    
    Exercisable
    
    Per Share$1.25
    
    
    1
    
    
    
    4.79
    
    
    $
    1.25
    
    
    
    1
    
    
    $
    1.255.00
    
    
    14
    
    
    
    7.42
    
    
    
    5.00
    
    
    
    3
    
    
    
    5.006.48
    
    
    1
    
    
    
    8.75
    
    
    
    6.48
    
    
    
    
    
    
    
    10.22
    
    
    4
    
    
    
    9.40
    
    
    
    10.22
    
    
    
    
    
    
    
    Total
    
    
    20
    
    
    
    7.82
    
    
    
    6.07
    
    
    
    4
    
    
    
    4.31
 84




---



##### Table of Contents



Share-Based Compensation
    CompanyYear EndedOctober 31,2007Cost of products sold
    
    $
    1Research and development
    
    
    Selling, general and administrative
    
    
    11Total share-based compensation expense
    
    $
    12
  CompanyYear EndedOctober 31, 2007Risk-free interest rate
    
    
    4.64
    %Dividend yield
    
    
    0
    %Volatility
    
    
    47
    %Expected term (in years)
    
    
    6.5
    85




---



##### Table of Contents



12. Restructuring and Asset Impairment Charges
 Company
    Employee
    
    
    AssetTermination
    
    
    Abandonment
    
    
    ExcessCosts
    
    
    Costs
    
    
    Lease
    
    
    TotalCharges to cost of products sold
    
    $
    28
    
    
    $
    1
    
    
    $
    
    
    
    $
    29Charges to research and development
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    3Charges to selling, general and administrative
    
    
    15
    
    
    
    3
    
    
    
    1
    
    
    
    19Cash payments
    
    
    (41
    )
    
    
    
    
    
    
    (1
    )
    
    
    (42
    )Non-cash portion
    
    
    
    
    
    
    (4
    )
    
    
    
    
    
    
    (4
    )Accrued restructuring as of October 31, 2007 -
included in other current liabilities
    
    $
    5
    
    
    $
    
    
    
    $
    
    
    
    $
    5
     86




---



##### Table of Contents



Predecessor
     PredecessorYear ended
    
    
    One Month EndedOctober 31, 2005
    
    
    November 30, 2005(in millions)Workforce management
    
    $
    14
    
    
    $
    1Asset impairment
    
    
    3
    
    
    
    Consolidation of facilities
    
    
    3
    
    
    
    Total restructuring and asset impairment charges
    
    $
    20
    
    
    $
    1
  PredecessorWorkforceManagement(in millions)Balance at October 31, 2004
    
    $
    3Total charge
    
    
    7Cash payments
    
    
    (9
    )Balance at October 31, 2005
    
    
    1Total charge
    
    
    1Cash payments
    
    
    (2
    )Balance at November 30, 2005
    
    $
    
 87




---



##### Table of Contents



PredecessorYear ended
    
    
    One Month EndedOctober 31, 2005
    
    
    November 30, 2005Cost of products
    
    $
    4
    
    
    $
    Research and development
    
    
    7
    
    
    
    Selling, general and administrative
    
    
    9
    
    
    
    1Total restructuring and asset impairment charges
    
    $
    20
    
    
    $
    1
   PredecessorYear ended
    
    
    One Month EndedOctober 31, 2005
    
    
    November 30, 2005(in millions)Cost of products
    
    $
    
    
    
    $
    Research and development
    
    
    4
    
    
    
    Selling, general and administrative
    
    
    7
    
    
    
    Total restructuring and asset impairment charges
    
    $
    11
    
    
    $
    
 13. Income Taxes
 Company
  Predecessor
  88




---



##### Table of Contents



Components of Income Before Taxes from Continuing Operations
  Company
    
    
    
    PredecessorYear Ended October 31,
    
    
    
    One Month Ended
    
    
    Year Ended2007
    
    
    2006
    
    
    
    November 30, 2005
    
    
    October 31, 2005CompanyDomestic loss
    
    $
    (125
    )
    
    $
    (249
    )
    
    
    $
    
    
    
    $
    Foreign income (loss)
    
    
    (87
    )
    
    
    24
    
    
    
    
    
    
    
    
    PredecessorDomestic loss
    
    
    
    
    
    
    

    
    
    
    $
    (17
    )
    
    $
    (307
    )Foreign income (loss)
    
    
    
    
    
    
    


    
    
    
    
    (6
    )
    
    
    321Income (loss) from continuing operations
before income taxes:
    
    $
    (212
    )
    
    $
    (225
    )
    
    
    $
    (23
    )
    
    $
    14
 Components of Provision for Income Taxes
 Company
   Company
    
    
    
    PredecessorYear Ended October 31,
    
    
    
    One Month Ended
    
    
    Year Ended2007
    
    
    2006
    
    
    
    November 30, 2005
    
    
    October 31, 2005Current tax expense:Domestic
    
    $
    2
    
    
    $
    2
    
    
    
    $
    
    
    
    $
    3Foreign
    
    
    9
    
    
    
    6
    
    
    
    
    2
    
    
    
    2$
    11
    
    
    $
    8
    
    
    
    $
    2
    
    
    $
    5Deferred tax expense (benefit)Domestic
    
    $
    3
    
    
    $
    (1
    )
    
    
    $
    
    
    
    $
    Foreign
    
    
    (6
    )
    
    
    (4
    )
    
    
    
    
    
    
    
    $
    (3
    )
    
    $
    (5
    )
    
    
    $
    
    
    
    $
    Total provision for income taxes
    
    $
    8
    
    
    $
    3
    
    
    
    $
    2
    
    
    $
    5
 Predecessor
  89




---



##### Table of Contents



Rate Reconciliation
  Company
    
    
    PredecessorYear Ended October 31,
    
    
    One Month Ended
    
    Year Ended2007
    
    2006
    
    
    November 30, 2005
    
    October 31, 2005Expected statutory tax rate
    
    
    (20.0
    )%
    
    
    (20.0
    )%
    
    
    
    (35.0
    )%
    
    
    35.0
    %Homeland Investment Act Dividend Repatriation
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    
    0.0
    %
    
    
    14.3
    %Foreign income taxed at different rates
    
    
    8.0
    %
    
    
    (0.2
    )%
    
    
    
    14.9
    %
    
    
    (71.4
    )%Nondeductible goodwill
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    
    0.3
    %
    
    
    4.3
    %U.S. R&D credits
    
    
    (0.3
    )%
    
    
    0.0
    %
    
    
    
    (1.3
    )%
    
    
    (17.7
    )%Tax Holidays and Concessions
    
    
    13.5
    %
    
    
    21.5
    %
    
    
    
    0.0
    %
    
    
    0.0
    %Other, net
    
    
    2.6
    %
    
    
    0.0
    %
    
    
    
    (0.4
    )%
    
    
    (0.2
    )%Valuation Allowance
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    
    30.2
    %
    
    
    71.4
    %Actual tax rate on income from continuing
operations
    
    
    3.8
    %
    
    
    1.3
    %
    
    
    
    8.7
    %
    
    
    35.7
    %
 Summary of Deferred Income Taxes
  CompanyAs of October 31,2007
    
    
    2006Deferred income tax assets:Depreciation and amortization
    
    $
    22
    
    
    $
    5Inventory
    
    
    1
    
    
    
    Receivables
    
    
    2
    
    
    
    Employee benefits
    
    
    2
    
    
    
    3Stock options
    
    
    4
    
    
    
    Net operating loss carryovers and credit carryovers
    
    
    30
    
    
    
    12Other deferred income tax assets
    
    
    4
    
    
    
    2Gross deferred tax assets
    
    $
    65
    
    
    $
    22Less valuation allowance
    
    
    (51
    )
    
    
    (16
    )Deferred income tax assets
    
    $
    14
    
    
    $
    6Deferred income tax liabilitiesDepreciation and amortization
    
    $
    
    
    
    $
    1Inventory
    
    
    1
    
    
    
    Employee benefits
    
    
    3
    
    
    
    Other deferred income tax liabilities
    
    
    2
    
    
    
    Foreign earnings not permanently reinvested
    
    
    2
    
    
    
    Deferred income tax liabilities
    
    $
    8
    
    
    $
    1Net deferred income tax asset (liability)
    
    $
    6
    
    
    $
    5
  CompanyAs of October 31,2007
    
    
    2006Current asset
    
    $
    2
    
    
    $
    Current liability
    
    
    (3
    )
    
    
    Net current income tax asset (liability)
    
    $
    (1
    )
    
    $
    Non-current asset
    
    $
    12
    
    
    $
    6Non-current liability
    
    
    (5
    )
    
    
    (1
    )Net non-current income tax asset (liability)
    
    $
    7
    
    
    $
    5
   14. Interest Expense
  90




---



##### Table of Contents



15. Other Income, net
  Company
    
    
    
    PredecessorYear Ended October 31,
    
    
    
    One Month Ended
    
    
    Year Ended2007
    
    
    2006
    
    
    
    November 30, 2005
    
    
    October 31, 2005Other income
    
    $
    4
    
    
    $
    6
    
    
    
    $
    
    
    
    $
    18Interest income
    
    
    10
    
    
    
    6
    
    
    
    
    
    
    
    
    Other expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11
    )Other income, net
    
    $
    14
    
    
    $
    12
    
    
    
    $
    
    
    
    $
    7
  16. Sale of the Camera Module Business
   PredecessorYear ended October 31,2005Net revenue
    
    $
    69Costs of products
    
    
    (66
    )Total operating expenses
    
    
    (10
    )Operating loss
    
    $
    (7
    )
  91




---



##### Table of Contents



17. Discontinued Operations
 Storage Business
 Accounting for the Impairment or Disposal of Long-Lived
Assets
  Company
    
    
    
    PredecessorYear Ended October 31,
    
    
    
    One Month Ended
    
    
    Year Ended2007
    
    
    2006
    
    
    
    November 30, 2005
    
    
    October 31, 2005Net revenue
    
    $
    
    
    
    $
    28
    
    
    
    $
    8
    
    
    $
    112Costs, expenses and other income, net
    
    
    1
    
    
    
    (26
    )
    
    
    
    (6
    )
    
    
    (102
    )Income and gain from discontinued operations, net of taxes
    
    $
    1
    
    
    $
    2
    
    
    
    $
    2
    
    
    $
    10
  CompanyAssets:Inventory
    
    $
    5Other current assets
    
    
    4Property, plant and equipment, net
    
    
    8Goodwill and intangible assets, net
    
    
    404Total assets of discontinued operation
    
    
    421Liabilities:Current liabilities
    
    
    1Net assets of discontinued operation
    
    $
    420
 Printer ASICs Business
   Company
    
    
    
    PredecessorYear Ended October 31,
    
    
    
    One Month Ended
    
    
    Year Ended2007
    
    
    2006
    
    
    
    November 30, 2005
    
    
    October 31, 2005Net revenue
    
    $
    
    
    
    $
    71
    
    
    
    $
    10
    
    
    $
    131Costs, expenses and other income, net
    
    
    
    
    
    
    (70
    )
    
    
    
    (11
    )
    
    
    (132
    )Gain on sale of business
    
    
    10
    
    
    
    
    
    
    
    
    
    
    
    
    Income (loss) and gain from
discontinued operations, net of
taxes
    
    $
    10
    
    
    $
    1
    
    
    
    $
    (1
    )
    
    $
    (1
    )
 92




---



##### Table of Contents



CompanyAssets:Inventory
    
    $
    17Other current assets
    
    
    10Property, plant and equipment, net
    
    
    15Goodwill and intangible assets, net
    
    
    207Total assets of discontinued operation
    
    
    249Liabilities:Current liabilities
    
    
    4Net assets of discontinued operation
    
    $
    245
 Image Sensor Operation
   Company
    
    
    
    PredecessorYear Ended October 31,
    
    
    
    One Month Ended
    
    
    Year Ended2007
    
    
    2006
    
    
    
    November 30, 2005
    
    
    October 31, 2005Net revenue
    
    $
    9
    
    
    $
    41
    
    
    
    $
    6
    
    
    $
    91Costs, expenses and other income, net
    
    
    (8
    )
    
    
    (50
    )
    
    
    
    (7
    )
    
    
    (79
    )Gain on sale of business
    
    
    50
    
    
    
    
    
    
    
    
    
    
    
    
    Income (loss) and gain from
discontinued operations, net of
taxes
    
    $
    51
    
    
    $
    (9
    )
    
    
    $
    (1
    )
    
    $
    12
  CompanyAssets:Property, plant and equipment, net
    
    $
    4Intangible assets, net
    
    
    13Total assets of discontinued operation
    
    
    17Liabilities:Current liabilities
    
    
    1Net assets of discontinued operation
    
    $
    16
 Pending Divestiture
  93




---



##### Table of Contents



CompanyAssets:Inventory
    
    $
    3Property, plant and equipment, net
    
    
    1Intangible assets, net
    
    
    21Total assets of discontinued operation
    
    
    25
  Company
    
    
    
    PredecessorYear Ended October 31,
    
    
    
    One Month Ended
    
    
    Year Ended2007
    
    
    2006
    
    
    
    November 30, 2005
    
    
    October 31, 2005Net revenue
    
    $
    27
    
    
    $
    38
    
    
    
    $
    5
    
    
    $
    58Costs, expenses and other income, net
    
    
    (26
    )
    
    
    (29
    )
    
    
    
    (4
    )
    
    
    (55
    )Income (loss) and gain from
discontinued operations, net of
taxes
    
    $
    1
    
    
    $
    9
    
    
    
    $
    1
    
    
    $
    3
 18. Segment Information
 Disclosures about Segments of an Enterprise and Related Information
 94




---



##### Table of Contents



Malaysia and
    
    United
    
    Rest of theSingapore
    
    States
    
    World
    
    TotalCompanyNet revenue:Year ended October 31, 2007
    
    $
    1,115
    
    
    $
    277
    
    
    $
    135
    
    
    $
    1,527Year ended October 31, 2006
    
    
    976
    
    
    
    315
    
    
    
    108
    
    
    
    1,399Long-lived assets:As of October 31, 2007
    
    
    140
    
    
    
    135
    
    
    
    17
    
    
    
    292As of October 31, 2006
    
    
    176
    
    
    
    229
    
    
    
    12
    
    
    
    417PredecessorNet revenue:One month ended November 30,
2005 (1)
    
    
    84
    
    
    
    31
    
    
    
    28
    
    
    
    114Year ended October 31, 2005 (1)
    
    
    952
    
    
    
    462
    
    
    
    388
    
    
    
    1,410
 
 (1)
    
    Net revenue for the one month ended November 30, 2005 and the year ended October 31, 2005 for
each geographic region includes net revenue from discontinued operations of $29 million and $392
million, respectively. 19. Related-Party Transactions
      95




---



##### Table of Contents



20. Commitments and Contingencies
 Commitments
 Operating Lease Commitments.
  Capital Lease Commitments.
 Related Party Commitments.
  Purchase Commitments.
 Other Contractual Commitments.
 Long-Term Debt.
 96




---



##### Table of Contents



Contingencies
  Indemnifications to Hewlett-Packard
  Other Indemnifications
  21. Predecessor Change in Accounting Policies
 Stock-Based Compensation
  Pro forma information.
 97




---



##### Table of Contents



PredecessorYear EndedOctober 31,2005(In millions)Net income  as reported
    
    $
    31APB 25 share-based compensation
    
    
    8SFAS 123 compensation expense (1)
    
    
    (44
    )Tax impact (2)
    
    
    2Net loss  pro forma
    
    $
    (3
    )
 
 (1)
    
    The pro forma results for the years ended October 31, 2005 include
approximately $5 million, of compensation expense relating to
Agilents Option Exchange Program (see below). The remainder of the
expense for those periods related to options granted over the past
five years.(2)
    
    Due to the valuation allowance provided on Predecessors net deferred
tax assets as described in Note 13, Income Taxes Predecessor has not
recorded any tax benefits attributable to pro forma stock option
expenses for employees in the U.S. and certain non-U.S. jurisdictions
in all periods presented.   PredecessorOne Month Ended
    
    Year EndedNovember 30, 2005
    
    October 31, 2005Risk-free interest rate for options
    
    
    4.3
    %
    
    
    3.55
    %Risk-free interest rate for the 432(b) Plan
    
    
    4.3
    %
    
    
    2.42
    %Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %Volatility for options
    
    
    29.0
    %
    
    
    39.0
    %Volatility for the 423(b) Plan
    
    
    30.0
    %
    
    
    37.0
    %Expected term for options (in years)
    
    
    4.25
    
    
    
    4.00Expected term for the 423(b) Plan (in years)
    
    
    0.5 to 1
    
    
    
    0.5 to 2
 
 (1)
    
    During 2005, for Predecessors employee stock options, Predecessor
used a 4-year period, of equally weighted historical volatility
and market-based implied volatility for the computation of
stock-based compensation. For the year ended October 31, 2005, for
the 423(b) Plan, Predecessor used a market-based implied
volatility of the same term as the expected life.(2)
    
    In 2005, Predecessor refined the assumption for expected option
life to 4 years, from Predecessors previous estimate of 5.5
years. In determining the estimate, Predecessor considered several
factors, including the expected lives used by a peer group of
companies and the historical option exercise behavior of
Predecessors employees.   98




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22. Subsequent Events
   99




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##### Table of Contents



Item 19. Exhibits
 (a)(1) Financial Statements
  (a)(2) Financial Statements Schedules
 Balance at
    
    Charged/
    
    Charges
    
    Balance atBeginning
    
    Credited to
    
    Utilized/
    
    End ofof Period
    
    Net Loss
    
    Write-offs
    
    PeriodAccounts
receivable allowances(1)Year ended October 31, 2006
    
    $
    
    
    
    $
    116
    
    
    $
    (93
    )
    
    $
    23Year ended October 31, 2007
    
    
    23
    
    
    
    120
    
    
    
    (123
    )
    
    
    20Tax valuation allowanceYear ended October 31, 2006
    
    $
    
    
    
    $
    16
    
    
    $
    
    
    
    $
    16Year ended October 31, 2007
    
    
    16
    
    
    $
    37
    
    
    $
    (2
    )
    
    
    51
 
  (a)(3) Exhibits
 100




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##### Table of Contents



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
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)
 101




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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 January 25, 2007). (4)4.19
    
    Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and
Subsidiaries (Amended and Restated Effective as of April 14, 2006). (1)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
    
    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)4.30
    
    Registration Rights Agreement, dated December 1, 2005, among Avago Technologies Limited, Silver
Lake Partners II Cayman, L.P., Silver Lake Technology Investors II Cayman, L.P., Integral Capital
Partners VII, L.P., KKR Millennium Fund (Overseas), Limited Partnership, KKR European Fund,
Limited Partnership, KKR European Fund II, Limited Partnership, KKR Partners (International),
Limited Partnership, Capstone Equity Investors LLC, Avago Investment Partners, Limited
Partnership, Bali Investments S.àr.l., Seletar Investments Pte. Ltd., Geyser Investment Pte Ltd
and certain other Persons. (1)4.31
    
    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)4.32
    
    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)4.33
    
    Amendment to PMC Purchase and Sale Agreement, dated March 1, 2006. (1)4.34
    
    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)4.35
    
    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. (5)12.2
    
    Certifications of Chief Financial Officer Under Section 302 of the Sarbanes-Oxley Act of 2002. (5)
 102




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13.1
    
    Certifications of Chief Executive Officer Under Section 906 of the Sarbanes-Oxley Act of 2002. (5)13.2
    
    Certifications of Chief Financial Officer Under Section 906 of the Sarbanes-Oxley Act of 2002. (5)
 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)
    
    Filed herewith.
 103




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SIGNATURES
  AVAGO TECHNOLOGIES FINANCE PTE. LTD.By:

/s/
Mercedes JohnsonName:
    Mercedes JohnsonTitle:
    Senior Vice President, Finance and
Chief Financial Officer   Signature
    
    Title
    
    Date/s/ Hock E. Tan
    
    President and Chief Executive Officer
    
    December 12, 2007Hock E. Tan
    
    and
Director (Principal Executive
Officer)/s/ Mercedes Johnson
    
    Senior Vice President, Finance and
Chief Financial Officer
    
    December 12, 2007Mercedes Johnson
    
    (Principal
Financial and Accounting Officer)/s/ David Perna
    
    Vice President and Controller
    
    December 12, 2007David Perna/s/ Dick Chang
    
    Chairman of the Board of Directors
    
    December 11, 2007Dick Chang/s/
Adam H. Clammer
    
    Director
    
    December 12, 2007Adam H. ClammerDirectorJames A. Davidson/s/
James Diller, Sr.
    
    Director
    
    December 11, 2007James Diller, Sr./s/
James H. Greene Jr.
    
    Director
    
    December 12, 2007James H. Greene Jr.DirectorKenneth Y. Hao/s/
John R. Joyce
    
    Director
    
    December 12, 2007John R. Joyce/s/
Justine Lien
    
    Director
    
    December 12, 2007Justine Lien/s/ Donald Macleod
    
    Director
    
    December 12, 2007Donald Macleod/s/
Bock Seng Tan
    
    Director
    
    December 12, 2007Bock Seng Tan