Bond Broadpeak Corp. 3.5% ( US11134LAR06 ) in USD

Broadpeak Corp.

100 % ▲

United States

US11134LAR06 ( in USD )

3.5% per year ( payment 2 times a year)

14/01/2028

Prospectus brochure of the bond Broadcom Corp./Broadcom Cayman Finance Ltd US11134LAR06 en USD 3.5%, maturity 14/01/2028

2 000 USD

1 249 500 000 USD

11134LAR0

BBB- ( Lower medium grade - Investment-grade )

Baa3 ( Lower medium grade - Investment-grade )

15/01/2026 ( In 78 days )

Broadcom Inc. (formerly Broadcom Corporation) is a multinational technology company that designs, develops, and supplies a wide range of semiconductor and infrastructure software products, including networking equipment, wireless communication components, and storage solutions.

The Bond issued by Broadpeak Corp. ( United States ) , in USD, with the ISIN code US11134LAR06, pays a coupon of 3.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/01/2028

The Bond issued by Broadpeak Corp. ( United States ) , in USD, with the ISIN code US11134LAR06, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Broadpeak Corp. ( United States ) , in USD, with the ISIN code US11134LAR06, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Filed Pursuant to Rule 424(b)(3)
424B3 1 d475132d424b3.htm FILED PURSUANT TO RULE 424(B)(3)
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-222246

PROSPECTUS
$17,550,000,000

Broadcom Corporation
Broadcom Cayman Finance Limited
Exchange Offer for
$2,750,000,000 2.375% Senior Notes due 2020
$3,500,000,000 3.000% Senior Notes due 2022
$2,500,000,000 3.625% Senior Notes due 2024
$4,800,000,000 3.875% Senior Notes due 2027
$750,000,000 2.200% Senior Notes due 2021
$1,000,000,000 2.650% Senior Notes due 2023
$1,000,000,000 3.125% Senior Notes due 2025
$1,250,000,000 3.500% Senior Notes due 2028

Broadcom Corporation, a California corporation ("Broadcom Corporation"), and Broadcom Cayman Finance Limited (formerly known as Avago
Technologies Cayman Finance Limited), an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Cayman
Finance" and, together with Broadcom Corporation, the "Issuers"), are offering to issue up to $2.75 billion aggregate principal amount of 2.375% senior
notes due 2020 (the "2020 Notes"), $3.5 billion aggregate principal amount of 3.000% senior notes due 2022 (the "2022 Notes"), $2.5 billion aggregate
principal amount of 3.625% senior notes due 2024 (the "2024 Notes"), $4.8 billion aggregate principal amount of 3.875% senior notes due 2027 (the "2027
Notes"), $750 million aggregate principal amount of 2.200% senior notes due 2021 (the "2021 Notes"), $1.0 billion aggregate principal amount of 2.650%
senior notes due 2023 (the "2023 Notes"), $1.0 billion aggregate principal amount of 3.125% senior notes due 2025 (the "2025 Notes") and $1.25 billion
aggregate principal amount of 3.500% senior notes due 2028 (the "2028 Notes" and, collectively with the 2020 Notes, the 2022 Notes, the 2024 Notes, the
2027 Notes, the 2021 Notes, the 2023 Notes and the 2025 Notes, the "exchange notes"), in an exchange offer registered under the Securities Act of 1933, as
amended (the "Securities Act"), in exchange for any and all of the $2.75 billion aggregate principal amount of outstanding 2020 Notes, $3.5 billion
aggregate principal amount of outstanding 2022 Notes, $2.5 billion aggregate principal amount of 2024 Notes, $4.8 billion aggregate principal amount of
2027 Notes, $750 million aggregate principal amount of the 2021 Notes, $1.0 billion aggregate principal amount of the 2023 Notes, $1.0 billion aggregate
principal amount of the 2025 Notes and $1.25 billion aggregate principal amount of the 2028 Notes, respectively (collectively, the "outstanding notes"), that
we issued on January 19, 2017 (in the case of the 2020 Notes, the 2022 Notes, the 2024 Notes and the 2027 Notes) and on October 17, 2017 (in the case of
the 2021 Notes, the 2023 Notes, the 2025 Notes and the 2028 Notes).
Each series of exchange notes will initially be, and each series of outstanding notes is, fully and unconditionally guaranteed, jointly and severally, on
an unsecured, unsubordinated basis by Broadcom Limited, a public limited company incorporated under the laws of the Republic of Singapore and the
ultimate indirect parent of the Issuers ("Broadcom Limited" or "Broadcom Parent") and Broadcom Cayman L.P., an exempted limited partnership
registered under the laws of the Cayman Islands and a majority-owned subsidiary of Broadcom Parent ("Broadcom Cayman L.P." and, together with
Broadcom Parent, the "Guarantors"). The guarantee of Broadcom Cayman L.P. may be released under certain circumstances as described in this prospectus
under "Description of Notes--Guarantees."
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Filed Pursuant to Rule 424(b)(3)
We are offering to exchange the outstanding notes for the exchange notes to satisfy our obligations in the registration rights agreements that we
entered into when the outstanding notes were sold pursuant to Rule 144A and Regulation S under the Securities Act.
The Exchange Offer

· We will exchange all outstanding notes that are validly tendered and not validly withdrawn for an equal principal amount of the respective

series of exchange notes that are freely tradable, except in limited circumstances as described below.

· You may withdraw tenders of your outstanding notes at any time prior to the expiration date of the exchange offer.

· The exchange offer expires at 11:59 p.m., New York City time, on February 7, 2018, unless extended. We do not currently intend to extend the

expiration date.

· The exchange of the outstanding notes for exchange notes in the exchange offer will not be a taxable event for U.S. federal income tax

purposes.

· We will not receive any proceeds from the exchange offer.
The Exchange Notes

· The terms of the exchange notes to be issued in the exchange offer are identical in all material respects to the terms of the respective series of

outstanding notes, except that the exchange notes will be freely tradable, except in limited circumstances as described below.
Resales of the Exchange Notes

· The exchange notes may be resold in the over-the-counter market, in negotiated transactions or through a combination of such methods. We

do not plan to list the exchange notes on any securities exchange or market.
All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the related
indentures. In general, the outstanding notes may not be offered or sold, except in transactions that are registered under the Securities Act or pursuant to an
exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We currently do not anticipate that we will
register the resale of the outstanding notes under the Securities Act.

See "Risk Factors" beginning on page 15 for a discussion of certain risks that you should consider before
participating in the exchange offer.
Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes
where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. In addition, all dealers
effecting transactions in the exchange notes may be required to deliver a prospectus. We have agreed that, for a period of 180 days after the date of this
prospectus (or such shorter period if a broker-dealer is no longer required to deliver the prospectus), we will make this prospectus available to any broker-
dealer for use in connection with such resales. See "Plan of Distribution."
If you are an affiliate of ours or any Guarantor, or are engaged in, or intend to engage in, or have an agreement or understanding to participate in, a
distribution of the exchange notes, then you cannot rely on the applicable interpretations of the Securities and Exchange Commission and you must comply
with the registration requirements of the Securities Act in connection with any resale of the exchange notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is January 9, 2018.
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TABLE OF CONTENTS

Where You Can Find More Information
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Filed Pursuant to Rule 424(b)(3)
Incorporation of Certain Documents by Reference
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Prospectus Summary
1
Summary Consolidated Financial Data
12
Risk Factors
15
Forward-Looking Statements
22
Capitalization
24
Use of Proceeds
25
The Exchange Offer
26
Description of Other Indebtedness
37
Description of Notes
38
Limitations on Validity and Enforceability of the Guarantees
61
Service of Process and Enforcement of Civil Liabilities
65
United States Federal Income Tax Considerations
66
Certain Cayman Islands Tax Considerations
67
Plan of Distribution
69
Legal Matters
70
Experts
70
You should rely only on the information contained or incorporated by reference in this prospectus or in any additional written
communication prepared by or authorized by us. We have not authorized anyone to provide you with any information or represent anything
about us, our financial results or the exchange offer that is not contained in or incorporated by reference into this prospectus or in any additional
written communication prepared by or on behalf of us. If given or made, any such other information or representation should not be relied upon
as having been authorized by us. We are not making an offer to exchange the outstanding notes in any jurisdiction where the offer or sale is not
permitted. You should assume that the information in this prospectus or in any additional written communication prepared by or on behalf of us
is accurate only as of the date on its cover page and that any information incorporated by reference herein is accurate only as of the date of the
document containing such information incorporated by reference.
None of the Issuers, the Guarantors, the trustee, the exchange agent or any of their respective affiliates makes any recommendation as to
whether or not you should tender outstanding notes pursuant to the exchange offer, and no one has been authorized by any of them to make such
recommendations. You should make your own decisions as to whether to tender outstanding notes, and, if so, the principal amount of outstanding
notes to tender.

As used in this prospectus, unless otherwise indicated or required by the context, the terms "Broadcom," "we," "our," "us" and the "Company" refer
to Broadcom Parent and its consolidated subsidiaries, the term the "Issuers" refers only to the Issuers and not to any of their respective subsidiaries or
parent companies and the term "Guarantors" refers only to the Guarantors and not to any of their respective subsidiaries or parent companies.
We report financial results on a 52- or 53-week fiscal year. Our fiscal year ends on the Sunday closest to October 31 in a 52-week year and on the
first Sunday in November in a 53-week year. We refer to our fiscal years by the calendar year in which they end. For example, the fiscal year ended
October 29, 2017 is referred to as "fiscal year 2017."

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WHERE YOU CAN FIND MORE INFORMATION
The Issuers and the Guarantors have filed with the United States Securities and Exchange Commission (the "SEC") a registration statement on Form
S-4 under the Securities Act with respect to the exchange offer. This prospectus, which forms a part of the registration statement, does not contain all of the
information set forth in the registration statement. For further information with respect to the Issuers, the Guarantors and the exchange notes, we refer you
to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete and,
to the extent that contract or document is filed or incorporated as an exhibit to the registration statement, we refer you to the that exhibit.
Each of Broadcom Parent and Broadcom Cayman L.P. files annual, quarterly and other reports with the SEC. These SEC filings are available over
the Internet at the SEC's web site at http://www.sec.gov. You may also read and copy any document Broadcom Parent or Broadcom Cayman L.P. files at
the SEC's public reference room in Washington, D.C. Please call the SEC at 1-800-SEC-0330 for more information on the public reference room and its
copy charges.

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Filed Pursuant to Rule 424(b)(3)
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information into this prospectus, which means that we can disclose important information about us
by referring you to those documents that are considered part of this prospectus but are filed separately with the SEC. Certain information that Broadcom
Parent and Broadcom Cayman L.P. file after the date of this prospectus with the SEC will automatically update and supersede this information. We
incorporate by reference into this prospectus the documents listed below, which Broadcom Parent and Broadcom Cayman L.P. have filed with the SEC
under file numbers 001-37690 and 333-2025938, respectively, and any future filings made by Broadcom Parent and Broadcom Cayman L.P. with the SEC
under sections 13(a), 13(c), 14 or 15(d) of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of
this prospectus and prior to the date the exchange offer is terminated (other than, in each case, documents or information deemed to have been furnished
and not filed pursuant to Item 2.02 or 7.01 of Form 8-K or certain exhibits furnished pursuant to Item 9.01 of Form 8-K):

(1)
Broadcom Parent's and Broadcom Cayman L.P.'s Annual Report on Form 10-K for the fiscal year ended October 29, 2017, filed with the SEC

on December 21, 2017;

(2)
Broadcom Parent's and Broadcom Cayman L.P.'s Current Reports on Form 8-K filed with the SEC on November 2, 2017, November 6, 2017,

November 17, 2017 (other than Item 7.01 and Exhibit 99.1) and December 6, 2017 (Items 5.02 and 8.01 only); and

(3)
Broadcom Parent's Definitive Proxy Statement on Schedule 14A, filed with the SEC on February 17, 2017.
Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified
or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that
also is or is deemed to be incorporated by reference into this prospectus conflicts with, negates, modifies or supersedes that statement. Any statement that is
modified or superseded will not constitute a part of this prospectus, except as modified or superseded.
See "Where You Can Find More Information" above for further information concerning how to obtain copies of these SEC filings.
We will provide without charge to each person to whom this prospectus is delivered, upon written or oral request, a copy of any and all of the
documents that we incorporate by reference into this prospectus. You should direct requests for documents to:
Broadcom Limited
Attn: Investor Relations
1320 Ridder Park Drive
San Jose, California 95131 U.S.A.
Telephone: +1 (408) 433-7400
These documents can also be requested through, and are available in, the Investor Center section of our website, which is located at
http://www.broadcom.com. The information contained on our website is not incorporated by reference in this prospectus and you should not consider it a
part of this prospectus.
IN ORDER TO OBTAIN TIMELY DELIVERY, YOU MUST REQUEST THE INFORMATION NO LATER THAN JANUARY 31, 2018,
WHICH IS FIVE BUSINESS DAYS BEFORE THE EXPIRATION OF THE EXCHANGE OFFER.

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PROSPECTUS SUMMARY
This summary highlights selected information contained elsewhere, or incorporated by reference, in this prospectus and may not contain all of
the information that may be important to you. You should carefully read this together with the entire prospectus, and the documents incorporated by
reference, including the "Risk Factors" section, the historical financial statements and the notes to those financial statements.
Broadcom
We are a leading designer, developer and global supplier of a broad range of semiconductor devices with a focus on complex digital and mixed
signal complementary metal oxide semiconductor ("CMOS") based devices and analog III-V based products. We have a history of innovation and
offer thousands of products that are used in end products such as enterprise and data center networking, home connectivity, set-top boxes, broadband
access, telecommunication equipment, mobile handsets and base stations, data center servers and storage systems, factory automation, power
generation and alternative energy systems, and electronic displays. We differentiate ourselves through our high performance design and integration
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Filed Pursuant to Rule 424(b)(3)
capabilities and focus on developing products for target markets where we believe we can earn attractive margins.
Corporate Information
The Singapore company registration number of Broadcom Parent is 201505572G. The address of our registered office is 1 Yishun Avenue 7,
Singapore 768923, and our telephone number is +65-6755-7888. All of our operations are conducted through our various subsidiaries, which are
organized and operated according to the laws of their country of incorporation, and consolidated by Broadcom Parent.
The address of Broadcom Cayman L.P.'s registered office is P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
The address of Broadcom Corporation is 1320 Ridder Park Drive, San Jose, California 95131.
The address of Cayman Finance's registered office is P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
The website address of Broadcom Parent is www.broadcom.com. The information on, or accessible through, our website is not part of this
prospectus.

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Corporate Structure
The following chart summarizes our corporate structure. This chart is provided for illustrative purposes only and does not represent all legal
entities affiliated with, or all obligations of, the Issuers or the Guarantors:

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The Exchange Offer
In this prospectus, (1) the term "outstanding notes" refers to the outstanding 2.375% Senior Notes due 2020 (the "2020 Notes"), 3.000% Senior
Notes due 2022 (the "2022 Notes"), 3.625% Senior Notes due 2024 (the "2024 Notes"), 3.875% Senior Notes due 2027 (the "2027 Notes"), 2.200%
Senior Notes due 2021 (the "2021 Notes"), 2.650% Senior Notes due 2023 (the "2023 Notes"), 3.125% Senior Notes due 2025 (the "2025 Notes")
and 3.500% Senior Notes due 2028 (the "2028 Notes"), the related guarantees of the 2020 Notes, 2022 Notes, 2024 Notes and 2027 Notes issued in a
private placement on January 19, 2017 for a total aggregate principal amount of $13,550,000,000 and the related guarantees of the 2021 Notes, the
2023 Notes, the 2025 Notes and the 2028 Notes issued in a private placement on October 17, 2017 for a total aggregate principal amount of
$4,000,000,000; (2) the term "exchange notes" refers to the 2020 Notes, 2022 Notes, 2024 Notes, 2027 Notes, the 2021 Notes, the 2023 Notes, the
2025 Notes and the 2028 Notes and the related guarantees offered by this prospectus in exchange for the outstanding notes; and (3) the term "notes"
refers, collectively, to the outstanding notes and the exchange notes.
The summary below describes the principal terms of the exchange offer. See also the section of this prospectus titled "The Exchange Offer,"
which contains a more detailed description of the terms and conditions of the exchange offer.

General
In connection with private placements completed in January 2017 and October 2017, we
entered into registration rights agreements with the purchasers of the outstanding notes in
which we agreed, among other things, to use our commercially reasonable efforts to cause
the exchange offer described in this prospectus to be consummated on the earliest practicable
date after the registration statement of which this prospectus forms a part has become
effective, but in no event later than July 13, 2018 (in the case of the 2020 Notes, the 2022
Notes, the 2024 Notes and the 2027 Notes) and April 10, 2019 (in the case of the 2021 Notes,
the 2023 Notes, the 2025 Notes and the 2028 Notes). You are entitled to exchange in the
exchange offer your outstanding notes for exchange notes, which are identical in all material
respects to the outstanding notes except:

· the offer and sale of the exchange notes will have been registered under the Securities

Act;

· the exchange notes are not entitled to any registration rights that are applicable to the

outstanding notes under the registration rights agreements; and

· the provisions of the registration rights agreements that provide for payment of

additional amounts upon a registration default are no longer applicable.

The Exchange Offer
We are offering to exchange up to $2,750,000,000 aggregate principal amount of 2020 Notes
and the related guarantees, $3,500,000,000 aggregate principal amount of 2022 Notes and the
related guarantees, $2,500,000,000 aggregate principal amount of 2024 Notes and the related
guarantees, $4,800,000,000 aggregate principal amount of 2027 Notes and the related
guarantees, $750,000,000 aggregate principal amount of 2021 Notes and the related
guarantees,

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$1,000,000,000 aggregate principal amount of 2023 Notes and the related guarantees,
$1,000,000,000 aggregate principal amount of 2025 Notes and the related guarantees,
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$1,250,000,000 aggregate principal amount of 2028 Notes and the related guarantees, in each
case the offer and sale of which have been registered under the Securities Act, for any and all

of outstanding 2020 Notes and the related guarantees, 2022 Notes and the related guarantees,
2024 Notes and the related guaranteed, 2027 Notes and the related guarantees, 2021 Notes
and the related guarantees, 2023 Notes and the related guarantees, 2025 Notes and the related
guarantees, 2028 Notes and the related guarantees, respectively.

Outstanding notes may be exchanged only in minimum denominations of $2,000 and in

integral multiples of $1,000 in excess thereof.

Subject to the satisfaction or waiver of specified conditions, we will exchange the exchange
notes for all outstanding notes that are validly tendered and not validly withdrawn prior to

the expiration of the exchange offer. We will cause the exchange to be effected promptly
after the expiration of the exchange offer.

Resale
Based on interpretations by the staff of the SEC set forth in no-action letters issued to third
parties, we believe that the exchange notes issued pursuant to the exchange offer in exchange
for outstanding notes may be offered for resale, resold and otherwise transferred by you
(unless you are our "affiliate" within the meaning of Rule 405 under the Securities Act)
without the requirement to comply with the registration and prospectus-delivery provisions
of the Securities Act, provided that:

· you are acquiring the exchange notes in the ordinary course of your business; and

· you have not engaged in, do not intend to engage in, and have no arrangement or

understanding with any person to participate in, a distribution of the exchange notes.

If you are a broker-dealer and receive exchange notes for your own account in exchange for
outstanding notes that you acquired as a result of market-making activities or other trading

activities, you must acknowledge that you will deliver this prospectus in connection with any
resale of the exchange notes. See "Plan of Distribution."

Expiration Date
The exchange offer expires at 11:59 p.m., New York City time, on February 7, 2018, unless
extended by us. We do not currently intend to extend the expiration date.

Withdrawal
You may withdraw any tender of your outstanding notes at any time prior to the expiration of
the exchange offer. We will return to you any of your outstanding notes that are not accepted
for any reason for

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exchange, without expense to you, promptly after the expiration or termination of the

exchange offer.

Interest on the Exchange Notes and
The exchange notes bear interest at the following rates: 2.375% per annum for the 2020
the Outstanding Notes
Notes; 3.000% per annum for the 2022 Notes; 3.625% per annum for the 2024 Notes;
3.875% per annum for the 2027 Notes; 2.200% per annum for the 2021 Notes; 2.650% per
annum for the 2023 Notes; 3.125% per annum for the 2025 Notes; and 3.500% per annum
for the 2028 Notes. In each case, the exchange notes bear interest from the most recent date
on which interest has been paid on the notes. The interest on the notes is payable on
January 15 and July 15 of each year. No interest will be paid on outstanding notes following
their acceptance for exchange.

Conditions to the Exchange Offer
The exchange offer is subject to customary conditions, which we may assert or waive. See
"The Exchange Offer--Conditions to the Exchange Offer."
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Procedures for Tendering Outstanding Notes
Unless you hold your notes through The Depository Trust Company ("DTC"), if you wish to
participate in the exchange offer, you must complete, sign and date the accompanying letter
of transmittal, or a facsimile of the letter of transmittal, according to the instructions
contained in this prospectus and the letter of transmittal. You must then mail or otherwise
deliver the letter of transmittal, or a facsimile of the letter of transmittal, together with the
outstanding notes and any other required documents, to the exchange agent at the address set
forth on the cover page of the letter of transmittal.

If you hold outstanding notes through DTC and wish to participate in the exchange offer, you
must comply with the procedures under DTC's Automated Tender Offer Program by which

you will agree to be bound by the letter of transmittal. By signing, or agreeing to be bound
by, the letter of transmittal, you will represent to us that, among other things:

· you do not have an arrangement or understanding with any person or entity to

participate in the distribution of the exchange notes;

· you are not an "affiliate" of ours or of any guarantor within the meaning of Rule 405

under the Securities Act;

· you are not engaged in, and do not intend to engage in, a distribution of the exchange

notes;

· you are acquiring the exchange notes in the ordinary course of your business; and

· if you are a broker-dealer that receives exchange notes for your own account in
exchange for outstanding notes that were acquired as a result of market-making

activities or other trading activities, that you will deliver a prospectus, as required by
law, in connection with any resale of such exchange notes.

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Special Procedures for Beneficial Owners
If you are a beneficial owner of outstanding notes that are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee, and you wish to tender those
outstanding notes in the exchange offer, you should contact the registered holder promptly
and instruct the registered holder to tender those outstanding notes on your behalf. If you
wish to tender on your own behalf, you must, prior to completing and executing the letter of
transmittal and delivering your outstanding notes, either make appropriate arrangements to
register ownership of the outstanding notes in your name or obtain a properly completed
bond power from the registered holder. The transfer of registered ownership may take
considerable time and may not be able to be completed prior to the expiration date.

Guaranteed Delivery Procedures
If you wish to tender your outstanding notes and your outstanding notes are not immediately
available or you cannot deliver your outstanding notes, the letter of transmittal or any other
required documents, or you cannot comply with the procedures under DTC's Automated
Tender Offer Program for transfer of book-entry interests, prior to the expiration date, you
must tender your outstanding notes according to the guaranteed delivery procedures
described under "The Exchange Offer--Guaranteed Delivery Procedures."

Effect on Holders of Outstanding Notes
As a result of the making of, and upon acceptance for exchange of all validly tendered
outstanding notes pursuant to the terms of, the exchange offer, we will have fulfilled a
covenant under the registration rights agreements. Accordingly, there will be no increase in
the applicable interest rate on the outstanding notes under the circumstances described in the
registration rights agreements. If you do not tender your outstanding notes in the exchange
offer, you will continue to be entitled to all the rights and limitations applicable to the
outstanding notes as set forth in the indentures under which the outstanding notes were
issued, except we will not have any further obligation to you to provide for the exchange and
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registration of the outstanding notes and related guarantees under the registration rights
agreements. To the extent that outstanding notes are tendered and accepted in the exchange
offer, the trading market for outstanding notes could be adversely affected.

Consequences of Failure to Exchange
All untendered outstanding notes will continue to be subject to the restrictions on transfer set
forth in the outstanding notes and in the indentures under which the outstanding notes were
issued. In general, the outstanding notes may not be offered or sold, except in a transaction
that is registered under the Securities Act or pursuant to an exemption from, or in a
transaction not subject to, the Securities Act and applicable state securities laws. Other than
in connection with the exchange offer, we do not anticipate that we will register the offer and
sale of the outstanding notes under the Securities Act.

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U.S. Federal Income Tax Consequences of the
The exchange of outstanding notes for exchange notes in the exchange offer will not be a
Exchange Offer
taxable event for United States federal income tax purposes. See "United States Federal
Income Tax Considerations."

Use of Proceeds
We will not receive any cash proceeds from the issuance of exchange notes in the exchange
offer. See "Use of Proceeds."

Exchange Agent
Wilmington Trust, National Association, is the exchange agent for the exchange offer. The
address of the exchange agent is set forth under "The Exchange Offer--Exchange Agent."

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The Exchange Notes
The summary below describes the principal terms of the exchange notes. Certain of the terms and conditions described below are subject to
important limitations and exceptions. The "Description of Notes" section of this prospectus contains more detailed descriptions of the terms and
conditions of the outstanding notes and the exchange notes. The exchange notes will have terms identical in all material respects to the outstanding
notes, except that the offer and sale of the exchange notes will be registered under the Securities Act and the exchange notes will not contain terms
with respect to transfer restrictions, registration rights and additional payments upon a failure to fulfill certain of our obligations under the
registration rights agreements.

Issuers
Broadcom Corporation, a California corporation, and Broadcom Cayman Finance Limited,
an exempted company incorporated with limited liability under the laws of the Cayman
Islands.

Securities Offered
$2,750,000,000 aggregate principal amount of 2.375% Senior Notes due 2020 (the "2020
Notes") and the related guarantees.

$3,500,000,000 aggregate principal amount of 3.000% Senior Notes due 2022 (the "2022

Notes") and the related guarantees.

$2,500,000,000 aggregate principal amount of 3.625% Senior Notes due 2024 (the "2024

Notes") and the related guarantees.
https://www.sec.gov/Archives/edgar/data/1054374/000119312518006580/d475132d424b3.htm[1/9/2018 10:55:31 AM]

Filed Pursuant to Rule 424(b)(3)

$4,800,000,000 aggregate principal amount of 3.875% Senior Notes due 2027 (the "2027

Notes") and the related guarantees.

$750,000,000 aggregate principal amount of 2.200% Senior Notes due 2021 (the "2021

Notes") and the related guarantees.

$1,000,000,000 aggregate principal amount of 2.650% Senior Notes due 2023 (the "2023

Notes") and the related guarantees.

$1,000,000,000 aggregate principal amount of 3.125% Senior Notes due 2025 (the "2025

Notes") and the related guarantees.

$1,250,000,000 aggregate principal amount of 3.500% Senior Notes due 2028 (the "2028

Notes") and the related guarantees.

Maturity
January 15, 2020 for the 2020 Notes.

January 15, 2022 for the 2022 Notes.

January 15, 2024 for the 2024 Notes.

January 15, 2027 for the 2027 Notes.

January 15, 2021 for the 2021 Notes.

January 15, 2023 for the 2023 Notes.

January 15, 2025 for the 2025 Notes.

8
Table of Contents

January 15, 2028 for the 2028 Notes.

Interest Rate
2.375% per annum for the 2020 Notes.

3.000% per annum for the 2022 Notes.

3.625% per annum for the 2024 Notes.

3.875% per annum for the 2027 Notes.

2.200% per annum for the 2021 Notes.

2.650% per annum for the 2023 Notes.

3.215% per annum for the 2025 Notes.

3.500% per annum for the 2028 Notes.

Interest Payment Dates
Interest on each series of notes will be payable semi-annually in cash in arrears
on January 15 and July 15 of each year, commencing on July 15, 2018. Interest accrues from
the most recent date on which interest has been paid on the outstanding notes or the exchange
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Document Outline

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