EXHIBIT B

REDACTED VERSION OF DOCUMENT 

ORDERED TO BE SEALED 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 1 of 58
BROADCOM CORPORATION 

SPECIAL MEETING OF THE BOARD OF DIRECTORS 

ltE"m D~crirtion 

I. ACTION AND REVIEW ITEMS 

A. APPROVAL OF MINUTES 

B. FINANCIAL UPDATE 

C. PROJECT BRUINS UPDATE 

MAY 30,2014 

4:00PM-5:00PM 

AGENDA 

D. COMMUNICATIONS PLAN A.'\D NEXT STEPS 

E. DISCUSSION AND APPROVAL OF BOARD 

RESOLUTIONS 

II. ADJOURNMENT 

Appnnal 

Rt>quir<'<I Pttsentl'r"(s) 

x Henry Samucli 

Scott McGregor/ 

Eric Brandt 

Scoll McGregor/ 

Eric Brandt 

Scott McGrcμ.or/ 

Eric Brandt 

x Henry Samucli/ 

Art Chong 

Esl 

Time Tab 

1 min. 

15 min 2 

20 min 3 

Ill min. 4 

15 min. 5 

l'agel ofl Broadcom Proprietary. Prii:ileged and Confidential 

HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

BCRM000251 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 2 of 58
Table of Contents 

Tab 1 Approval of Minutes ............................................................................................................................ 3 

Tab 2 Financial Update ............................................................................................................................... 28 

Tab 3 Project Bruins Update ....................................................................................................................... 35 

Tab 4 Communications Plan and Next Steps ............................................................................................ .41 

Tab 5 Discussion and Approval of Board Resolutlons ................................................................................ 51 

HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

BCRM000252 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 3 of 58
Tab 1 Approval of Minutes 

HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

3 of 57 

BCRM000253 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 4 of 58
Approval of Minutes 

DRAFT RESOLUTIONS FOR CONSIDERATION 

BY THE BOARD OF DIRECTORS OF 

BROADCOM CORPORATION 

May 30, 2014 

RESOLVED, that the minutes of the meeting held May 13, 2014 as set forth to this Board of 

Directors be and hereby arc approved. 

HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

4of57 

BCRM000254 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 5 of 58
BROADCOM CORPORATION 

MINUTES OF A MEETING OF 

THE BOARD OF DIRECTORS 

May 13. 2014 

Pursuant to notice duly given or validly waived, the organizational meeting of the Board of 

Directors (the "Board") of Broadcom Corporation, a California corporation (the "Company"), 

was held at the oflices of the Company on May 13, 2014, beginning at 8:00 a.m. Pacific Time. 

The following individuals, constituting all of the members of the Board, were present at the 

meeting: 

Robert J. Finocchio, Jr. 

Nancy H. Handel 

Eddy W. Hartenstein 

Maria M. Klawe, Ph.D. 

John E. Major 

Scott A. IvlcGregor 

William T. Morrow 

Henry Samueli, Ph.D. 

Robert E. Switz 

Attending the meeting by invitation were Eric K. Brandt, Executive Vice President and Chief 

Financial Officer; Arthur Chong, Executive Vice President, General Counsel and Secretary; and 

Terri L. Timberman, Executive Vice President, Human Resources. 

Dr. Samueli acted as Chairman. Mr. Chong acted as Secretary. Dr. Samueli called the meeting 

to order. 

Approval of Minutes 

Dr. Samueli presented minutes from the Board's meeting held February 13, 2014. Upon motion 

duly made and seconded, the Board unanimously adopted the following resolution: 

RESOLVED, that the minutes of the meeting held February 13, 2014 as set forth to this 

Board of Directors be and hereby are approved. 

HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

5 of 57 

BCRM000255 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 6 of 58
f 

HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

6 of 57 

BCRM000256 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 7 of 58
HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

7 of 57 

BCRM000257 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 8 of 58
HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

8 of 57 

BCRM000258 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 9 of 58
HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

I or s1 

BCRM000259 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 10 of 58
Adjournment and Recommencement 

In light of the 2014 Annual Meeting of Shareholders, which was to begin at 10:00 a.m., upon 

motion duly made, seconded and unanimously carried, the meeting recessed at 9:45 a.m. 

At 10:25 a.m. Pacific Time the following individuals, constituting all of the members of the 

Board, joined the meeting: 

Robert J. Finocchio, Jr. 

Nancy H. Handel 

Eddy W. Hartenstein 

Maria M. Klawe, Ph.D. 

John E. Major 

Scott A. rvtcGregor 

William T. Morrow 

Henry Samueli, Ph.D. 

Robert E. Switz 

Ms. Timberman and Messrs. Brandt and Chong also joined the meeting. 

Dr. Samueli, Chairman of the Board, called the meeting to order. 

HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

10 of 57 

BCRM000260 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 11 of 58
-

HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

• of57 

BCRM000261 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 12 of 58
HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

.of57 

BCRM000262 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 13 of 58
HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

13 of 57 

BCRM000263 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 14 of 58
HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

•of57 

BCRM000264 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 15 of 58
HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

.of57 

BCRM000265 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 16 of 58
.. 

-

-

HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

•of57 

BCRM000266 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 17 of 58
~ 

-

-

• 

HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

•of57 

BCRM000267 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 18 of 58
-

HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

• of57 

BCRM000268 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 19 of 58
HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

19 of 57 

BCRM000269 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 20 of 58
HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

20 of 57 

BCRM000270 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 21 of 58
HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

21 of 57 

BCRM000271 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 22 of 58
fJDHN ::014 ()j 13 ,ORG).docx 

HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

18 

22 of 57 

BCRM000272 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 23 of 58
HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

BCRM000273 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 24 of 58
HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

BCRM000274 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 25 of 58
HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

BCRM000275 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 26 of 58
HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

BCRM000276 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 27 of 58
(j) to do all other acts which the Investment Committee may deem necessary for the 

proper conduct of the Investment Committee and the proper administration of the 

Plan, in accordance with the Plan and applicable laws, whether or not expressly 

authorized herein. 

2. Membership 

The Investment Committee shall consist of no fewer than three members. The Executive Vice 

President, Human Resources or, if none, the most-senior Human Resources officer ("Senior HR 

Officer") shall designate the members of the Investment Committee. In the event of a vacancy 

or vacancies resulting in the Investment Committee having fewer than three members, the thencurrent members of the Investment Committee may appoint sufficient interim members to bring 

the Investment Committee membership to three, who shall serve until the Senior HR Officer 

desi!:,111ates sufficient additional members to bring the Investment Committee membership to 

three. 

HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

4 

27 of 57 

BCRM000277 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 28 of 58
Tab 2 Financial Update 

HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

28 of 57 

BCRM000278 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 29 of 58
z 

<( 

..J 

a. 

Ck:: 

<( 

..J 

:::> 

...J 

-I 

w 

0 

(7) 

,... 

N 

0 

0 

0 

:E 

0:: 

(.) 

aJ 

::: 

0 

(,) 

0 

<t 

0 c:: 

c:: w co 0 (/) a:: 

zO 

~w 

1-> Zi= 

0(.) 

(JW 

>-I-

.... 0 

z 0:: 

oa.. 

(/) 0 wl-

>- 1-

w (.) . w (/) ..., >-co 

W::::J 

z (/) 

a:: ' oz 

1-0 

.... - <( 1- , <( 

...I :E 

<( a:: 

i=O 

z LI. 

wz 

c--...J 

LI. <( z- ol- (.) ffi 

>-0 ...J- ::i:: LI. 

(!) z _o 

::i:: (.) 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 30 of 58
HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS BROADCOM 

CONFIDENTIAL INFORMATION-SUBJECT TO PROTECTIVE ORDER 

BCRM000280 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 31 of 58
HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS BROADCOM 

CONFIDENTIAL INFORMATION-SUBJECT TO PROTECTIVE ORDER 

BCRM000281 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 32 of 58
HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS BROADCOM 

CONFIDENTIAL INFORMATION-SUBJECT TO PROTECTIVE ORDER 

BCRM000262 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 33 of 58
HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS BROADCOM 

CONFIDENTIAL INFORMATION-SUBJECT TO PROTECTIVE ORDER 

BCRM000283 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 34 of 58
HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS BROADCOM 

CONFIDENTIAL INFORMATION-SUBJECT TO PROTECTIVE ORDER 

BCRM000284 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 35 of 58
Tab 3 Project Bruins Update 

HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

35 of 57 

BCRM000285 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 36 of 58
.J 

<! 

~ 

2 

;.u 

u 

: ... 

z. 

0 

\.) 

a 

4.: 

<:( 

UJ 

•·· 

<f. 

> 

(( 

n.. 

>-· 

_, . ' 

;-

o · 

May 2014 

~ BRUINS 

HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS BROADCOM 

CONFIDENTIAL INFORMATION-SUBJECT TO PROTECTIVE ORDER 

J.P. Morgan 

36 of 57 

BCRM000286 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 37 of 58
HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS BROADCOM 

CONFIDENTIAL INFORMATION-SUBJECT TO PROTECTIVE ORDER 

BCRM000287 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 38 of 58
HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS BROADCOM 

CONFIDENTIAL INFORMATION-SUBJECT TO PROTECTIVE ORDER 

BCRM000288 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 39 of 58
HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS BROADCOM 

CONFIDENTIAL INFORMATION-SUBJECT TO PROTECTIVE ORDER 

BCRM000289 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 40 of 58
HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS BROADCOM 

CONFIDENTIAL INFORMATION-SUBJECT TO PROTECTIVE ORDER 

BCRM000290 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 41 of 58
Tab 4 Communications Plan and Next 

Steps 

HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

41of57 

BCRM000291 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 42 of 58
. 612-616 619-6/13 

5/30 BoD 

Update 

614-7 E. BRCM Tech 

onference 

... 

6/16-6/20 6123-6127 6130-7/4 7fl- 7/11 7114 - 7118 7121-712.5 7/28-8/1 

E. Brandt SFTech Conference 

• 

Iployee Selections Due 

Audit 

Committee 

Meeting 

! 

Employee 

Notifications 

7/23-8/18 

6/9-10 E. Brandt- NY 

~ Non Deal Roadshow Solicit interest 

16/1 7:00PM - 612 6:00AM 

4:00AM 

4:05AM 

4:00 AM - 8:30 AM 

,5:30AM - 12:00PM 

:00 AM - 7:00 AM 

7:00 AM - 12:00 PM 

9:30 AM - 11 :00 AM 

11 :30AM - 1 O:OOPM 

Samsung Notification 

Press release on wire 

CEO internal email to announce Employee All Hands 

IVIP Employee Calls 0JIJCC Management) 

,VIP Customer Calls 

Investor conference call 

Investor/Analyst call backs 

Employee All Hands in Irvine + webcast 

EVP Team All Hands 

C::n:;.;;l(l"..'{"ff1 Pr·-;,.·: -{"'';,rf :;'t1'J '.'o"'t·( .. t;Vi~;::i v 1.1.11:! 210~ '.,.(',)r:'l ~:~~rrr·~~--1:1 ,«ii nat-U; rf>•;.i::-rv"'.l 

HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS BROADCOM 

CONFIDENTIAL INFORMATION-SUBJECT TO PROTECTIVE ORDER 

j 

Sell/Shut decisio Eahiings Release 

42 of 57 

BCRM000292 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 43 of 58
UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON. D.C. 20549 

FORM8-K 

CURRENT REPORT 

Pursuant to Section 13 or 15( d) of the Securities Exchange Act of 193.t 

Date of Report (Date of Earliest Event Reported): May 30. 201.t 

Broadcom Corporation 

(Exact ruunc of rcgistmnt as specified in its charter) 

California 

(State or other juri<;diction 

of incorporation) 

5300 California Avenue. Irvine. 

California 

(Addre~s of principal c.\.eculi\ e offices) 

000-23993 

(C',ommission 

File Number) 

33.().t80482 

(I .R.S. Employer 

Identification No.) 

92617 

(Zip Code) 

Rcgistrant's telephone number. includmg area code: (949) 926-5000 

Not Applicable 

Fonner name or fonner address. if changed since last report 

Check the appropriate box below if the Fonn 8-K filing is intended to simultaneously satis(Y the filing obligation of 

the rcg1stmnt under :my of the follow mg pronsions: 

I ] Written communications pursuant to Ruic .t25 under the Securities Act ( 17 CFR 230A25) 

[ ] Soliciting material pursuant to Ruic I.+a-12 under the Exchange Act (17 CFR 240.1-ta-12) 

I I Prc-conuncnccmcnt communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. J.td-2(b)) 

[ ] Pre-commencement c01mnunications pursuant to Ruic 13c-4(c) under the Exchange Act (J 7 CFR 2.t0.13c-.t(c)) 

HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

43 of 57 

BCRM000293 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 44 of 58
Item 2.06 Material Im11ainncnts. 

On June 2. 201-J. Broadcom Corporation (the .. Company·• or .. Broadcom.') issued a press release announcing 1t 

is exploring strategic alternatives for its cellular baseband business. including a potential sale or wind-down. The 

full text of the press release is attached as Exhibit 99.1 to tlus Report and is hereby incorporated by reference herein. 

TI1c Company's Board of Directors approved tins decision on May 30. 2014. Unless the Company can successfully 

sell the cellular baseband business, the Company may likely record material non-cash charges for the impainnent of 

certain long-term assets, including goodwill and purchased intangible assets. in the three months ending June 30, 

201.i. The Compall) is currently evaluating the reco,·erability of the assets related to the cellular baseband business. 

At this time. the Compall)· is unable in good faith to estimate the amount or provide a range of amounts of any 

impainncnt charges. 

Additionally. the Company is evaluating the number of emplo) ees and other resources necessary to support 

the ongoing business and may record matenal restructuring charges m collllection with the Wind-down or sale of the 

cellular baseband business, and more generally to right siz.c the organization. At this time, the Company is unable in 

good faith to estimate the amount or pro\'idc a range of amounts of the restructuring charges. 

Gh·cn that the Company is in the early stages of exploring strategic alternatives. the amount and timing of the 

impaim1cnt or restructuring charges is uncertain. The Company will amend this Current Report on Form 8-K, or 

disclose in another periodic filing with the Securities and Exchange Commission. the amount of any material 

impairment and restructuring charges once they arc detcnninablc. 

Cautions Regarding l<'onrnrd-Looking Statements 

All statements included or incorporated by reference in tlus Current Report on Fonn 8-K. other than 

statements or charactcri1.ations of Justorical fact. arc fom ard-looking statements within the meaning of the federal 

securities laws. including tl1e Private Securities Litigation Refonn Act of 1995. These forward-looking statements 

arc based on the Company's current expectations. estimates and projections about its industl)· and business. 

management's beliefs, and certain assumptions made by Broadcom, all of winch arc subject to change. Forwardlooking statements can often be identified by words such as "anticipates." "expects," "intends," "plans," "predicts," 

"believes," "seeks," "estimates," "may," "will." "should.'' "would," "could." "potential," ''continue.'' "ongoing.'' 

similar expressions. and variations or ncgatiYcs of these words. Examples of such fo1ward-looking statements 

include. hnl <ire not limited to, the amount and timing of rcdnced rcsc.1rch & development and selling, gcncml & 

administrative expenses resulting from the exit of the cellular baseband business. the possibility of a sale or winddo\\ n of sucli business, the Company's ability to dri\'e gro\\ th through its plarmed reimestments in its Broadband. 

Infrastructure and Co1U1ectivity businesses. and guidance provided on future revenue. product gross margin and 

opernting c:-.pense~ for tlte ~econd quarter of 2014 (on both a GAAP and non-GAAP basis). These fom ard-looking 

statements arc not guarantees of future results and arc subject to risks, unccrtamties and assumptlons that could 

cause actual results to differ materially and adyerscly from those expressed in any fomard-looking statement. 

TI1esc risks and uncenaintics include. but arc not limited to the following: 

Broadcom's quarterly operating results may fluctuate sig11ificantly. 

Broadcom depends on a few sigruflcant customers for a substantial portion of its revenue. 

Broadcom faces intense competition. 

Broadcom ma1U1fac1urcs and sells complex products and may be unable to successfully deYclop and 

introduce new products. 

Broadcom may fail to appropriately adjust its operations in response to changes in its strategy or market 

demand. 

Broadcom is c:-.poscd to risks associated witl1 its international operations. 

Bmadcom's business is subject to potential tax liabilities 

Broadcom's stock price is highly volatile. 

Broadcom's operating results may be adversely impacted by worldwide econonuc uncertainties and 

specific conditions in the markets it addresses. 

Broadcom may be required to defend against alleged infringement of intellectual propc11) rights of others 

and/or may be unable to adequately protect or enforce its own mtcllcctual property rights. 

Broadcom faces risks associated with its acquisition strategy. 

HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

44 of 57 

BCRM000294 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 45 of 58
Broadcom may be unable to attract. retain or motivate key personnel. 

Broadcom is subject to order and shipment uncertainties. 

Broadcom depends on third parties to fabricate, assemble and test its products. 

Broadcom's systems arc subject to security breaches and other C) bersccurity incidents. 

Government regulation may adversely affect Broadcom's business. 

Broadcom' s co-founders and their affiliates may strongly influence the outcome of matters that require 

the approval ofBroadeom's shareholders. 

Ilroadcom's articles of incorporation and by laws contain anti-takeover provisions. 

Tiicre can be no assurance that Broadcom will continue to declare cash di\ idends. 

Bmadcu111111ay be 1111ablc lo !>UCCC~!>full)' !>ell m ni11d dm1111hc cdlular bascba11d bu~im.:~., or rcali1.c lhc 

expected reduction in annualized research and development and selling. general and administrative 

cxpcn'>cs. 

Tiicre can be no assurance that Broadcom will be able to successfully grow or maintain its Connecti\·ity 

business independent of the cellular baseband business. 

Broadcom's Ammal Report on Fonn 10-K for the year ended December 31, 2013, subsequent Quarterly 

Reports on Fonn 10-Q, recent Cuncnt Reports on Fonn 8-K. and other Securities and Exchange Conunission filings 

discuss the foregoing nsks as well as other important risk factors that could contribute to such differences or 

otherwise affect its business. results of operations and financial condition. The forward-looking statements in this 

Current Report on Fonu 8-K speak only as of this date. Broadcom undertakes no obligation to revise or update 

publicly any forward-looking statement to reflect future events or circumstances. 

Item 8.01 Other E\'ents. 

The infonnation set forth in Item 2.06 above is hereby incorporated bj reference herein. 

ltem 9.01. Financial Statements and F.xhibits. 

(d) Exhibits. 

99.I Press release, dated June 2, 2014, of Broadcom Corporation 

HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

45 of 57 

BCRM000295 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 46 of 58
SIGNATURES 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this 

report to be signed on its behalf by the undersigned hereunto duly authorized. 

June 2, 2014 

HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

Broadcom Corporation 

By: /s/ Eric K. Brandt 

Name: Eric K. Brandt 

Title. Executive Vice President and 

ChiefFinancial Officer 

46 of 57 

BCRM000296 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 47 of 58
Broadcom to Explore Strategic Alternatives for Cellular Baseband Business 

Company accelerates key initiatives in Broadband, Infrastructure and Connectivity Markets 

Conference Call Webcasted at 6:00 am PT/ 9.00 am ET www.broadcom.com/investors 

IRVINE, Calif., June 2, 2014-- Broadcom Corporation (NASDAQ: BRCM), a global innovation leader in 

semiconductor solutions for wired and wireless communications, today announced it is exploring strategic 

alternatives for its cellular baseband business, including a potential sale or wind-down. The company has 

engaged investment bank JPMorgan in connection with its efforts. 

The successful sale or wind-down of the cellular baseband business is currently expected to result in a 

roughly $700 million reduction in annualized GAAP research and development and selling, general and 

administrative expenses, of which approximately $100 million relates to estimated reductions in stockbased compensation. As such, non-GAAP research and development and selling, general and 

administrative expenses are currently expected to be reduced by roughly $600 million. 

Broadcom currently expects to organically reinvest roughly $50 million of these savings on an annualized 

basis into projects in the Broadband, Infrastructure and Connectivity businesses. This incremental spending 

is currently expected to strengthen and accelerate the company's plans in the area of small cells, 

embedded processing and low-power connectivity. 

Broadcom today also updated its business outlook for the second quarter of 2014. The company continues 

to expect revenue between $2.0 billion and $2.1 billion. The company expects both GAAP and non-GAAP 

product gross margin to be at or above the high end of the previously-guided range. 

Broadcom will conduct a conference call with analysts and investors today at 6:00am Pacific Time (9:00am 

Eastern Time) and will broadcast the conference call via webcast over the Internet. To listen to the 

webcast, please visit the Investors section of Broadcom's website at www.broadcom.com/investors. The 

webcast will be recorded and available for replay, within 48 hours after the event, until 10:00 p.m. Pacific 

Time on July 2, 2014. 

There can be no assurance that this exploration process will result in any transaction. The company does 

not intend to discuss developments with respect to the exploration of strategic alternatives in cellular 

baseband unless or until its Board of Directors has approved a definitive transaction or the process is 

otherwise complete. 

About Broadcom 

Broadcom Corporation (NASDAQ: BRCM), a FORTUNE SOO® company, is a global leader and innovator in 

semiconductor solutions for wired and wireless communications. Broadcom® products seamlessly deliver 

voice, video, data and multimedia connectivity in the home, office and mobile environments. With the 

47 of 57 

HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

BCRM000297 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 48 of 58
industry's broadest portfolio of state-of-the-art system-on-a-chip solutions, Broadcom is changing the 

world by Connecting everything®. For more information, go towww.broadcom.com. 

Cautions ReJ?ardinJ? Forward-LookinJ? Statements 

All statements included or incorporated by reference in this release and the related conference call for 

analysts and investors, other than statements or characterizations of historical fact, are forward-looking 

statements within the meaning of the federal securities laws, including the Private Securities Litigation 

Reform Act of 1995. These forward-looking statements are based on our current expectations, estimates 

and projections about our industry and business, management's beliefs, and certain assumptions made by 

us, all of which are subject to change. Forward-looking statements can often be identified by words such as 

"anticipates," "expects," "intends," "plans," "predicts," "believes," "seeks," "estimates," "may," "will," 

"should," "would," "could," "potential," "continue," "ongoing," similar expressions, and variations or 

negatives of these words. Examples of such forward-looking statements include, but are not limited to, the 

amount and timing of reduced research & development and selling, general & administrative expenses 

resulting from the exit of the cellular baseband business, the possibility of a sale or wind-down of such 

business, our ability to drive growth through our planned reinvestments in our Broadband, Infrastructure 

and Connectivity businesses, and guidance provided on future revenue, product gross margin and 

operating expenses for the second quarter of 2014 (on both a GAAP and non-GAAP basis). These forwardlooking statements are not guarantees of future results and are subject to risks, uncertainties and 

assumptions that could cause our actual results to differ materially and adversely from those expressed in 

any forward-looking statement. 

These risks and uncertainties include, but are not limited to the following: 

• Our quarterly operating results may fluctuate significantly. 

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

• We face intense competition. 

• We manufacture and sell complex products and may be unable to successfully develop and 

introduce new products. 

• We may fail to appropriately adjust our operations in response to changes in our strategy or market 

demand. 

• We are exposed to risks associated with our international operations. 

• Our business is subject to potential tax liabilities. 

• Our stock price is highly volatile. 

• Our operating results may be adversely impacted by worldwide economic uncertainties and specific 

conditions in the markets we address. 

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

and/or may be unable to adequately protect or enforce our own intellectual property rights. 

• We face risks associated with our acquisition strategy. 

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

• We are subject to order and shipment uncertainties. 

• We depend on third parties to fabricate, assemble and test our products. 

• Our systems are subject to security breaches and other cybersecurity incidents. 

• Government regulation may adversely affect our business. 

48 of 57 

HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

BCRM000298 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 49 of 58
• Our co-founders and their affiliates may strongly influence the outcome of matters that require the 

approval of our shareholders. 

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

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

• We may be unable to successfully sell or wind down the cellular baseband business or realize the 

expected reduction in annualized research and development and selling, general and administrative 

expenses. 

• There can be no assurance that we will be able to successfully grow or maintain our Connectivity 

business independent of the cellular baseband business. 

Broadcom's Annual Report on Form 10-K for the year ended December 31, 2013, subsequent Quarterly 

Reports on Form 10-Q, recent Current Reports on Form 8-K, and other Securities and Exchange Commission 

filings discuss the foregoing risks as well as other important risk factors that could contribute to such 

differences or otherwise affect our business, results of operations and financial condition. The forwardlooking statements in this release speak only as of this date. We undertake no obligation to revise or 

update publicly any forward-looking statement to reflect future events or circumstances. 

BROADCOM CORPORATION 

Updated Guidance for the Three Months Ending June 30, 2014 

Reported Prior Guidance Updated Guidance 

Three Months Ended Three Months Ending Three Months Ending 

March 31 , 2014 June 30, 2014 June 30, 2014 

Tota I net revenue $1 984 billion -$2.0 • -$2.1 billion -$2 0 • $2.1 billion 

At or above the hrgh 

Product gross margin (GAAP) end of the previously494% Up-100to-200 bps ourded ra nae 

At or above the hrgh 

broduct gross margin (Non-GAAP) 52.2% Up -75 • -175 bps end of the previously· 

gurded ra noe 

Research & development and selling, general, and 

$821 million 

lldministrative expenses (GAAP) 

Flat to up -$20 million Flot to up -$20 million 

Research & development and selling, general, and 

$706milhon 

Oown-$5to up -$15 Down -S5 to up -$15 

llclmlnlstratlve expenses (Non-GAAP) million mrlhon 

Broadcom has based the preceding guidance for the three months ending June 30, 2014 on expectations, 

assumptions and estimates that we believe are reasonable given our assessment of historical trends and 

other information reasonably available as of June 2, 2014. Our guidance consists of predictions only, 

however, and is subject to a wide range of known and unknown business risks and uncertainties, many of 

which are beyond our control. The forecasts and projections contained in the table above should not be 

regarded as representations by Broadcom that the estimated results will be achieved. Projections and 

estimates are necessarily speculative in nature and actual results may vary materially from the guidance we 

provide today. The non-GAAP guidance presented above is calculated in a manner consistent with the 

presentation of non-GAAP results as reported in our April 24, 2014 press release covering Broad corn's first 

quarter 2014 results. 

The guidance set forth in the above table should be read together with the information under the caption, 

"Cautions Regarding Forward-Looking Statements" above, our Annual Report on Form 10-K for the year 

49 of 57 

HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

BCRM000299 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 50 of 58
ended December 31, 2013, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 

8-K, and our other Securities and Exchange Commission filings. We undertake no obligation to publicly 

update or revise any forward-looking statements, including the guidance set forth herein, to reflect future 

events or circumstances. 

Note Regarding Use of Non-GAAP Financial Measures 

Broadcom believes that the presentation of the non-GAAP measures included herein provides important 

supplemental information to management and investors regarding financial and business trends relating to 

our financial condition and results of operations. Broadcom's management believes that the use of these 

non-GMP financial measures provides consistency and comparability among and between results from 

prior periods or forecasts and future prospects, and also facilitates comparisons with other companies in 

our industry, many of which use similar non-GAAP financial measures to supplement their GAAP results. 

Broadcom's management has historically used these non-GAAP financial measures when evaluating 

operating performance, because we believe that the inclusion or exclusion of the items in these measures 

provides insight into our core operating results, our ability to generate cash and underlying business trends 

affecting our performance. Broadcom has chosen to provide this information to investors to enable them 

to perform additional analysis of past, present and future operating performance and as a supplemental 

means to evaluate our ongoing core operations. The non-GAAP financial information presented herein 

should be considered supplemental to, and not as a substitute for, or superior to, financial measures 

calculated in accordance with GMP. 

Broadcom', the pulse logo, Connecting everything·, the Connecting everything logo are among the trademarks of Broadcom 

Corporation and/or its affiliates in the United States, certain other countries and/or the EU. Any other trademarks or trade nomes 

mentioned are the property of their respective owners. 

Press 

Karen Kahn 

Vice President, Communications 

949-926-3139 

kkahn@broadcom.com 

HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

Investors 

Chris Zegarelli 

Senior Director, Investor Relations 

949-926-7 567 

c-..zegarel@broadcom.com 

50 of 57 

BCRM000300 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 51 of 58
Tab 5 Discussion and Approval of Board 

Resolutions 

HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

51of57 

BCRM000301 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 52 of 58
HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

BCRM000302 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 53 of 58
HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

BCRMOOOJOJ 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 54 of 58
HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

BCRM000304 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 55 of 58
HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

5 

55 of 57 

BCRM000305 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 56 of 58
IV. General Authorizations 

RESOLVED, that the appropriate officers of and counsel for the Company be, and each 

of them hereby is, authorized and empowered, in the name and on behalf of the Company, to do 

or cause to be done all such acts or things and to execute, deliver, acknowledge, file and record, 

or cause to be delivered, acknowledged, filed and recorded, all such agreements, documents, 

instruments and certificates (including, but not limited to, all notices and certificates required or 

permitted to be given or made under the terms of any of the agreements approved herein or to 

comply with the Securities Act of 1933, as amended, and the Securities and Exchange Act of 

1934, as amended), for and in the name and on behalf of the Company or otherwise, as such 

officer or officers of the Company executing the same shall deem necessary, advisable or 

appropriate to effectuate or carry out the purposes and intent of the foregoing resolutions and to 

perform the obligations of the Company under the agreements and instruments referred to 

therein, such determination to be conclusively evidenced by the taking of any such action or the 

execution and delivery of any such instrument by such officer or officers; and 

Secretary's Certificates 

RESOLVED FURTHER, that the Secretary or any Assistant Secretary of the Company 

be, and each them hereby is, authorized to prepare and to certify as a resolution of this Board 

such additional resolutions as such officer, acting upon advice of counsel to the Company, shall 

deem necessary or advisable to accomplish the purposes of the foregoing resolutions, such 

determination to be conclusively evidenced by the taking of any such action by the Secretary or 

any Assistant Secretary of the Company; and 

General Authoritv 

RESOLVED FURTHER, that in addition to the specific authorizations set forth in any of 

the foregoing resolutions, the appropriate officers of the Company be, and each of them hereby is, 

authorized and empowered, in the name and on behalf of the Company, to take or cause to be 

taken any and all actions, as any of them in their discretion deems necessary, appropriate or 

advisable to effect the transactions contemplated in and the purposes and intents of the foregoing 

resolutions, such determination to be conclusively evidenced by the taking of any such action or 

the execution and delivery of any such instrument by such officer or officers; and 

RESOLVED FURTHER, that all actions taken and all documents executed by the 

officers of the Company, or any person or persons designated and authorized to act by any of 

them, prior to the adoption of these resolutions in connection with the transactions described 

above, be and hereby are ratified, confirmed, approved and adopted in all respects. 

HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

6 

56 of 57 

BCRM000306 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 57 of 58
-

HIGHLY CONFIDENTIAL-ATTORNEYS' EYES ONLY CONTAINS 

BROADCOM CONFIDENTIAL INFORMATION-SUBJECT TO 

PROTECTIVE ORDER 

57 of 57 

BCRM000307 

Case 5:17-cv-00220-LHK Document 1173 Filed 01/07/19 Page 58 of 58