BROADCOM CORPORATION (Exact Name of Registrant As Specified in Charter)

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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 8, 2009 BROADCOM CORPORATION (Exact Name of Registrant as Specified in Charter)

California 000-23993 33-0480482 (State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification No.) Incorporation)

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

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

Not Applicable (Former Name or Former Address, if Changed since Last Report)

TABLE OF CONTENTS Item 2.01. Completion of Acquisition or Disposition of Assets Item 9.01. Financial Statements and Exhibits SIGNATURE EXHIBIT INDEX EX-23.1 EX-99.1 EX-99.2 Table of Contents

Item 2.01. Completion of Acquisition or Disposition of Assets. This Current Report on Form 8-K/A (the “Amendment”) amends and supplements the Current Report on Form 8-K filed by Broadcom Corporation on October 31, 2008 (the “Initial Form 8-K”), in which Broadcom reported the completion of its acquisition, either directly or through it subsidiaries, of certain assets related to the digital television business of Advanced Micro Devices, Inc. (“AMD”). This Amendment is being filed to include the historical financial statements and pro forma financial information described in Item 9.01 below. The information previously reported in the Initial Form 8-K is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. Historical audited statements of net revenues and direct expenses of the Digital TV Business of AMD for the year ended December 29, 2007 and the nine months ended September 27, 2008, and historical audited statements of assets to be acquired of the Digital TV Business of AMD as of December 29, 2007 and September 27, 2008, and the notes related thereto, are filed as Exhibit 99.1 to this Amendment and are incorporated by reference herein. Pursuant to a request filed by Broadcom with the Securities and Exchange Commission (the “SEC”), the Staff of the SEC has noted that it would not object to the filing of these financial statements in satisfaction of Rule 3-05 of Regulation S-X.

(b) Pro Forma Financial Information. Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2008 and Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended December 31, 2007 and the nine months ended September 30, 2008, and the notes related thereto, with respect to the transaction referred to above are filed as Exhibit 99.2 to this Amendment and incorporated by reference herein.

(d) Exhibits.

Exhibit No. Description

2.1* Asset Purchase Agreement dated August 25, 2008 by and between Broadcom and AMD.

2.2* Asset Purchase Agreement — Amendment No. 1 dated October 27, 2008 by and between Broadcom and AMD.

23.1 Consent of Ernst & Young LLP, Independent Auditors.

99.1 Historical audited Statements of Net Revenues and Direct Expenses of the Digital TV Business of AMD for the year ended December 29, 2007 and the nine months ended September 27, 2008, and historical audited Statement of Assets to Be Acquired of the Digital TV Business of AMD as of September 27, 2008 and the notes related thereto.

99.2 Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2008 and Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended December 31, 2007 and the nine months ended September 30, 2008, and the notes related thereto.

* Filed previously

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SIGNATURE 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.

BROADCOM CORPORATION, a California corporation

January 8, 2009 By: /s/ Eric K. Brandt Eric K. Brandt Senior Vice President and

Chief Financial Officer

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EXHIBIT INDEX

Exhibit No. Description

2.1* Asset Purchase Agreement dated August 25, 2008 by and between Broadcom and AMD.

2.2* Asset Purchase Agreement — Amendment No. 1 dated October 27, 2008 by and between Broadcom and AMD.

23.1 Consent of Ernst & Young LLP, Independent Auditors.

99.1 Historical audited Statements of Net Revenues and Direct Expenses of the Digital TV Business of AMD for the year ended December 29, 2007 and the nine months ended September 27, 2008, and historical audited Statement of Assets to Be acquired of the Digital TV Business of AMD as of September 27, 2008 and the notes related thereto.

* Filed previously

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Form S-8 Nos. 333-60763, 333-80317, 333-87673, 333-93457, 333-33170, 333- 41110, 333-49158, 333-49680, 333-51632, 333-53492, 333-58498, 333-58574, 333-67702, 333-71338, 333-90862, 333-107882, 333-114405, 333- 116877, 333-117866, 333-119553, 333-127775, 333-132533, 333-140188, 333-142526 and 333-148971; Form S-4 No. 333-112997, and Form S-3/A on Form S-1 No. 333-90903,) of Broadcom Corporation of our report dated November 14, 2008, related to the financial statements of the Digital TV Business of Advanced Micro Devices, Inc. as of and for the periods ended December 29, 2007 and September 27, 2008 included in this Current Report on Form 8-K/A of Broadcom Corporation.

/s/ Ernst & Young LLP

San Jose, California January 7, 2009

Exhibit 99.1 Statements of Assets to Be Acquired and Statements of Net Revenues and Direct Expenses Digital TV Business of Advanced Micro Devices, Inc. Year Ended December 29, 2007 and the Nine Months Ended September 27, 2008 With Report of Independent Auditors

Digital TV Business of Advanced Micro Devices, Inc. Statements of Assets to Be Acquired and Statements of Net Revenues and Direct Expenses Year Ended December 29, 2007 and the Nine Months Ended September 27, 2008 Contents

Report of Independent Auditors 1

Financial Statements

Statements of Assets to Be Acquired 2 Statements of Net Revenues and Direct Expenses 3 Notes to Statements of Assets to Be Acquired and Statements of Net Revenues and Direct Expenses 4

Ernst & Young LLP 303 Almaden Boulevard San Jose, California 95110 Tel: +1 408 947 5500 www.ey.com

Report of Independent Auditors The Board of Directors Advanced Micro Devices, Inc. We have audited the accompanying statements of assets to be acquired of the Digital TV Business (see Note 1 – Organization and Basis of Presentation) as of December 29, 2007 and September 27, 2008 and the related statements of net revenues and direct expenses for the periods then ended. These financial statements are the responsibility of the management of the Digital TV Business. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Digital TV Business’ internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Digital TV Business’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the assets to be acquired of the Digital TV Business as of December 29, 2007 and September 27, 2008, and its net revenues and direct expenses for the periods then ended, in conformity with accounting principles generally accepted in the United States.

November 14, 2008

A member firm of Ernst & Young Global Limited

Digital TV Business of Advanced Micro Devices, Inc. Statements of Assets to Be Acquired (In millions)

December 29, September 27, Assets to be acquired 2007 2008 Inventories: Raw materials $ 1 $ 1 Work in progress 4 10 Finished goods 6 3 Total inventories 11 14

Prepaid licenses 1 — Goodwill 621 65 Identified intangible assets 121 81 Property and equipment, net 4 4 Total assets to be acquired $ 758 $ 164

See accompanying notes.

Digital TV Business of Advanced Micro Devices, Inc. Statements of Net Revenues and Direct Expenses (In millions)

Nine Months Year Ended Ended December 29, September 27, 2007 2008 Net revenue $ 155 $ 65 Cost of sales 82 39 Gross margin 73 26

Direct operating expenses: Research and development 88 68 Marketing, general and administrative 23 20 Amortization of acquired intangible assets 63 29 Impairment of goodwill and acquired intangible assets 476 567 Total direct operating expenses 650 684 Total direct expenses in excess of net revenue $ (577) $ (658)

See accompanying notes.

Digital TV Business of Advanced Micro Devices, Inc. Notes to Statements of Assets to Be Acquired and Statements of Net Revenues and Direct Expenses December 29, 2007 and September 27, 2008

1. Organization and Basis of Presentation Organization The Digital TV Business (the Business) is a single segment business that designs and markets applications and communications processors for the digital television market. The Business markets and sells products throughout the world. The Business was a division of Advanced Micro Devices, Inc. (AMD), operating within AMD’s Consumer Electronics Segment for the year ended December 29, 2007, and for the six months ended June 28, 2008. Beginning on June 29, 2008, the Business was classified as discontinued operations in AMD’s consolidated financial statements. The Business uses a 52- or 53-week fiscal year ending on the last Saturday in December. Fiscal 2007 ended on December 29, 2007 and the first nine months of fiscal 2008 ended on September 27, 2008. Fiscal 2007 consisted of 52 weeks and the first nine months of fiscal 2008 consisted of 39 weeks.

Basis of Presentation The accompanying financial statements were prepared to present, pursuant to the Asset Purchase Agreement dated August 25, 2008 (the Asset Purchase Agreement) between AMD, Broadcom Corporation and Broadcom International Limited (together, Broadcom), the assets to be acquired and the related net revenues and direct expenses of the Business. No existing liabilities of the Business will be assumed by Broadcom. The accompanying financial statements of the Business exclude certain assets and all liabilities of the Business, include all net revenues and direct expenses of the Business, and include an allocation of certain expenses for services provided by AMD for the periods presented. Separate complete historical financial information was not maintained for the Business and, as a result, allocations were required to approximate the operating activity of the Business (see Note 2).

Digital TV Business of Advanced Micro Devices, Inc. Notes to Statements of Assets to Be Acquired and Statements of Net Revenues and Direct Expenses (continued)

1. Organization and Basis of Presentation (continued) Basis of Presentation (continued) The accompanying financial statements have been prepared from the historical accounting records of AMD and do not purport to reflect the net revenues and direct expenses that would have resulted if the Business had been a separate, stand-alone business during the periods presented. It is not practicable for management to reasonably estimate expenses that would have resulted if the Business had operated as an unaffiliated, independent business. Since separate complete financial statements were not historically prepared for the Business’ operations, preparation of statements of operations and cash flows, including amounts charged for income taxes, interest, and other expenses, was deemed impracticable. Additionally, since only certain assets are being acquired and no liabilities are being assumed, a balance sheet and statement of stockholders’ equity is not applicable. As a division of AMD, the Business is dependent upon AMD for all of its working capital and financing requirements.

2. Accounting Policies Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. The accounting estimates that require management’s most significant, difficult and subjective judgments include valuation of inventory, intangible assets and goodwill, and the allocation of AMD expenses related to the Business. Actual results could differ from those estimates.

Digital TV Business of Advanced Micro Devices, Inc. Notes to Statements of Assets to Be Acquired and Statements of Net Revenues and Direct Expenses (continued)

2. Accounting Policies (continued) Revenue Recognition The majority of the revenue recognized by the Business relates to products sold to its original equipment manufacturers (OEMs). A smaller amount of the Company’s sales are to its distributor partners. The Business recognizes revenue from products sold directly to customers, including OEMs, when persuasive evidence of an arrangement exists, the price is fixed or determinable, delivery has occurred, and collectibility is reasonably assured. Estimates of product returns, allowances, and future price reductions, based on actual historical experience and other known or anticipated trends and factors, are recorded at the time revenue is recognized. The Business sells to distributors under terms allowing the distributors certain rights of return and price protection on unsold merchandise held by them. The distributor agreements, which may be cancelled by either party upon specified notice, generally contain a provision for the return of those of the Business’ products that the Business has removed from its price book or that are not more than twelve months older than the manufacturing code date. In addition, some agreements with distributors may contain standard stock rotation provisions permitting limited levels of product returns. Accordingly, the Business defers the gross margin resulting from the deferral of both revenue and related product costs from sales to distributors with agreements that have the aforementioned terms until the merchandise is resold by the distributors. The Business also sells its products to distributors with substantial independent operations under sales arrangements whose terms do not allow for rights of return or price protection on unsold products held by them. In these instances, the Business recognizes revenue, net of estimated allowances, when it ships the product directly to the distributors.

Cost of Sales Cost of sales represents all fixed and variable costs associated with manufacturing, assembling, and testing products, including subcontract manufacturing, direct and indirect labor and materials, manufacturing and other indirect allocations, and excess and obsolete inventory charges.

Digital TV Business of Advanced Micro Devices, Inc. Notes to Statements of Assets to Be Acquired and Statements of Net Revenues and Direct Expenses (continued)

2. Accounting Policies (continued) Direct Operating Expenses Direct operating expenses represent the total direct expenses recorded within, or allocated to, the Business. Not all of the research and development and marketing, general and administrative expenses of the Business were recorded in accounts or cost centers exclusively related to the Business. Certain research and development and marketing, general and administrative costs were extracted or allocated from AMD accounts based upon specifically identifiable cost centers associated with the activities of the Business. These cost centers capture a portion of the Business’ total operating expenses, including share-based compensation expense. All other operating expenses, including portions of research and development and marketing, general and administrative expenses, are allocations based primarily on revenue, or other applicable metrics. Management believes the allocation of operating expenses captured in accounts or cost centers not exclusive to the Business fairly reflect direct operating expenses of the Business. Additionally, the Business’ statement of net revenues and direct expenses also excludes allocations of gains or losses on derivative instruments, interest income, interest expense, and income taxes. The Business’ marketing, general and administrative expenses also include allocations for certain corporate-related activities incurred by AMD such as human resources, finance, legal, and sales and marketing support. Total allocations were $34 million and $18 million for fiscal 2007 and the first nine months of fiscal 2008, respectively. The direct operating expenses are not necessarily indicative of the expenses that would have been incurred had the Business operated as a separate stand- alone business during the periods presented. It is not practical for management to reasonably estimate the expenses that would have been incurred had the Business operated as a separate stand-alone business. Advertising expenses were approximately $0.4 million and $1.6 million for fiscal 2007 and the first nine months of fiscal 2008, respectively. Cooperative advertising funding obligations under customer incentive programs are accrued and the costs are recorded at the same time the related revenue is recognized. Cooperative advertising expenses are recorded as marketing, general and administrative expense to the extent the cash paid does not exceed the fair value of the advertising benefit received. Any excess of cash paid over the fair value of the advertising benefit received is recorded as a reduction of revenue.

Digital TV Business of Advanced Micro Devices, Inc. Notes to Statements of Assets to Be Acquired and Statements of Net Revenues and Direct Expenses (continued)

2. Accounting Policies (continued) Product Warranty The Business generally warrants that products sold to its customers at the time of shipment, be free from defects in workmanship and materials and conform to its approved specifications. Subject to certain exceptions, the Business generally provides a one-year limited warranty for its consumer electronic products.

Inventories Inventories are stated at standard cost adjusted to approximate the lower of actual cost (first-in, first-out method) or market (net realizable value). Inventories on hand in excess of forecasted demand are not valued. Obsolete inventories are written off.

Goodwill Goodwill represents the excess of the purchase price over the fair value of net tangible and identifiable intangible assets acquired. The accompanying statements of assets to be acquired includes the portion of goodwill attributable to the Business from the acquisition of ATI Technologies, Inc. (ATI) by AMD in October 2006, net of adjustments for impairment. Goodwill amounts are not amortized, but rather are tested for impairment at least annually, or more frequently if there are indicators of impairment present. The Business performs its annual goodwill impairment analysis as of the first day of the fourth quarter of each fiscal year. The Business evaluates whether goodwill has been impaired by first determining whether the Business’ estimated fair value is less than its carrying value and, if so, by determining whether the implied fair value of goodwill is less than the carrying value. Fair values are determined by discounted future cash flow analyses.

Long-Lived Assets, Including Identified Intangible Assets Property and equipment are stated at cost. Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of the assets for financial reporting purposes. Estimated useful lives for financial reporting purposes are as follows: equipment, two to six years; and leasehold improvements, measured by the shorter of the remaining terms of the leases or the estimated economic useful lives of the improvements.

Digital TV Business of Advanced Micro Devices, Inc. Notes to Statements of Assets to Be Acquired and Statements of Net Revenues and Direct Expenses (continued)

2. Accounting Policies (continued) Long-Lived Assets, Including Identified Intangible Assets (continued) Identified intangible assets primarily represent developed technology, trademarks/trade names and customer relationships and are amortized over the periods of benefit, generally on a straight-line basis. The amount reflected in the accompanying statements of assets to be acquired represents developed technology, trademarks/trade names and customer relationships that AMD is assigning or transferring to Broadcom in connection with the Asset Purchase Agreement, principally comprised of intangible assets acquired from ATI. For long-lived assets other than goodwill, the Business evaluates whether impairment losses have occurred when events and circumstances indicate that these assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. If less, the impairment losses are based on the excess of the carrying amounts of these assets over their respective fair values. Their fair values would then become the new cost basis. Fair value is determined by discounted future cash flows, appraisals or other methods.

Share-Based Incentive Compensation Plans AMD follows Financial Accounting Standards Board Statement No. 123 (revised 2004), Share-Based Payment, which requires the measurement and recognition of compensation expense for all share-based payment awards made to the direct employees of the Business granted under AMD’s incentive plan, based on estimated fair values. Following is a description of the material terms of the awards that are granted under AMD’s equity incentive plan.

Stock Options A stock option is the right to purchase shares of AMD common stock at a fixed exercise price for a fixed period of time. Under the Plan, non-statutory and incentive stock options may be granted. The exercise price of the shares subject to each non-statutory stock option and incentive stock option cannot be less than 100 percent of the fair market value of AMD’s common stock on the date of the grant. The exercise price of each option granted under the Plan must be paid in full at the time of the exercise.

Digital TV Business of Advanced Micro Devices, Inc. Notes to Statements of Assets to Be Acquired and Statements of Net Revenues and Direct Expenses (continued)

2. Accounting Policies (continued) Restricted Stock Units Restricted stock units are awards that issue in a specific number of shares of AMD common stock if the vesting terms and conditions are satisfied. The purchase price for the shares is $0.00 per share. Restricted stock units based on continued service may not fully vest for at least three years from the date of grant.

3. Transition Services Agreement In connection with the Asset Purchase Agreement, the two parties entered into a Transition Services Agreement whereby AMD will provide certain transitional types of services to Broadcom. Such transitional services primarily include supply chain support, certain IT support and facilities services. The transition period is expected to range from three months to one year.

4. Property and Equipment, Net Property and equipment consisted of the following (in millions):

December 29, September 27, 2007 2008 Furniture and fixtures and leasehold improvements $ 1 $ 1 Computers and equipment 8 11 Total property and equipment 9 12 Less: accumulated depreciation (5) (8) Total property and equipment, net $ 4 $ 4

Direct operating expenses include depreciation on property and equipment of the Business.

Digital TV Business of Advanced Micro Devices, Inc. Notes to Statements of Assets to Be Acquired and Statements of Net Revenues and Direct Expenses (continued)

5. Identified Intangible Assets During fiscal 2007 and the first nine months of fiscal 2008, the Business determined that certain product technology was impaired primarily due to revised lower revenue forecasts associated with the products incorporating such developed product technology. The Business measured the amount of impairment by calculating the amount by which the carrying value of the assets exceeded their estimated fair values, which were based on projected discounted future net cash flows. As a result of this impairment analysis, the Business recorded impairment charges of $130 million and $11 million in fiscal 2007 and the first nine months of fiscal 2008, respectively. These charges are included in the caption “Impairment of goodwill and acquired intangible assets” in the accompanying statements of net revenues and direct expenses. As a result of its fiscal 2007 impairment analysis, the Business also revised its estimate of the useful life of the developed product technology from 60 months to 48 months based on the revised cash flow forecasts. Identified intangible assets consisted of the following (in millions):

December 29, 2007 Useful Life Assigned at Gross Accumulated Net the Time of Assets Amortization Assets Acquisition Developed product technology $ 91 $ (19) $ 72 5 years Customer relationships 59 (18) 41 4 years Trademarks/trade names 10 (2) 8 7 years Total identified intangible assets $160 $ (39) $121

September 27, 2008 Gross Accumulated Net Assets Amortization Assets Developed product technology $ 59 $ (16) $ 43 Customer relationships 59 (28) 31 Trademarks/trade names 10 (3) 7 Total identified intangible assets $128 $ (47) $ 81

Digital TV Business of Advanced Micro Devices, Inc. Notes to Statements of Assets to Be Acquired and Statements of Net Revenues and Direct Expenses (continued)

5. Identified Intangible Assets (continued) Amortization expense for identified intangible assets totaled approximately $63 million and $29 million in fiscal 2007 and the first nine months of fiscal 2008, respectively. Based on identified intangible assets recorded at September 27, 2008, amortization expense for each period presented below is expected to be as follows (in millions):

Fiscal Year 2008 $ 9 2009 38 2010 31 2011 1 2012 1 Thereafter 1 Total $ 81

6. Goodwill Pursuant to its accounting policy, the Business conducted an annual impairment test of goodwill in the fourth quarter of fiscal 2007 and interim impairment analyses during the first nine months of fiscal 2008. As a result of these analyses, the Business concluded that the carrying amount of its goodwill exceeded its implied fair value and recorded impairment charges of approximately $346 million and $556 million in fiscal 2007 and the first nine months of fiscal 2008, respectively. These charges are included in the caption “Impairment of goodwill and acquired intangible assets” in the accompanying statements of net revenues and direct expenses. The impairment charges were determined by comparing the carrying value of goodwill assigned to the Business with the implied fair value of the goodwill. The Business considered both the income and market approaches in determining the implied fair value of the goodwill, which requires estimates of future operating results and cash flows, discounted using estimated discount rates ranging from 12.3% to 16.1% for the year ended December 29, 2007 and 18.0% to 24.9% for the first nine months of fiscal 2008. The estimates of future operating results and cash flows were principally derived from long-term financial forecasts, which were developed as part of the Business’ strategic planning cycle. The decline in the implied fair value of the goodwill and the resulting impairment charges were primarily driven by the long-term financial forecasts, which reflected lower estimated near- term and longer-term profitability compared to previous forecasts. These long-term financial forecasts represented the best estimate that the Business’ management had at that time and management believed that its underlying assumptions were reasonable.

Digital TV Business of Advanced Micro Devices, Inc. Notes to Statements of Assets to Be Acquired and Statements of Net Revenues and Direct Expenses (continued)

7. Geographic Information Prior to June 29, 2008, the Business historically formed a part of the Consumer Electronics reportable operating segment of AMD. Within its historical operating segment, the Business was not separated into further reportable operating segments. Net revenues from unaffiliated customers by geographic region/country were as follows (in millions):

Nine Months Year Ended Ended December 29, September 27, 2007 2008 Japan $ 46 $ 7 Greater China 38 3 United States 36 45 Other countries 35 10 $ 155 $ 65

The following customers individually accounted for more than 10% of the Business’ net revenues:

Nine Months Year Ended Ended December 29, September 27, 2007 2008 Customer A 24% 54% Customer B 17% — The Business does not discretely allocate assets to geographic areas, nor does management evaluate the business performance using discrete asset information.

Digital TV Business of Advanced Micro Devices, Inc. Notes to Statements of Assets to Be Acquired and Statements of Net Revenues and Direct Expenses (continued)

8. Commitments and Contingencies Payments related to leases, which AMD is assigning to Broadcom pursuant to the Asset Purchase Agreement, are based on square meters and category of space used. Based on usage information as of September 27, 2008, future minimum lease payments are as follows (in millions):

For the Fiscal Year Ending: 2008 $ — 2009 2 2010 2 2011 1 2012 1 Thereafter — $ 6

Rent expense totaled approximately $2 million and $1 million for fiscal 2007 and the first nine months of fiscal 2008, respectively. The Business had unconditional purchase commitments for goods and services of approximately $7 million and $3 million at December 29, 2007 and September 27, 2008, respectively, excluding purchase orders that are cancelable upon notice and without significant penalties.

9. Indemnifications The Business from time to time enters into types of contracts that contingently require it to indemnify parties against third-party claims. These contracts primarily relate to: (i) real estate leases, under which the Business may be required to indemnify property owners for environmental and other liabilities, and other claims arising from the Business’ use of the applicable premises, and (ii) agreements with customers who use the Business’ intellectual property, under which the Business may indemnify customers for copyright or patent infringement related specifically to the use of such intellectual property. Generally, a maximum obligation under these contracts is not explicitly stated. Historically, the Business has not been required to make payments under these obligations, and no liabilities have been recorded for these obligations.

Digital TV Business of Advanced Micro Devices, Inc. Notes to Statements of Assets to Be Acquired and Statements of Net Revenues and Direct Expenses (continued)

10. Share-Based Incentive Compensation Plans The direct employees of the Business have historically participated in the equity incentive plan sponsored by AMD. The following table summarizes share-based compensation expense related to employee stock options and restricted stock units granted to direct employees of the Business under AMD’s equity incentive plan (in millions):

Nine Months Year Ended Ended December 29, September 27, 2007 2008 Cost of sales $ — $ — Research and development 4 3 Marketing, general and administrative 1 1 Total share-based compensation $ 5 $ 4

The Business did not capitalize share-based compensation cost as part of the cost of an asset because the cost was insignificant.

11. Subsequent Events On October 27, 2008, AMD completed the sale of the Business’ assets to Broadcom. As consideration for the Business’ assets, Broadcom paid AMD $141.5 million in cash.

15 Exhibit 99.2

ITEM 9(b). PRO FORMA FINANCIAL INFORMATION UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET September 30, 2008 (In thousands)

HISTORICAL PRO FORMA PRO FORMA BROADCOM DTV BUSINESS ADJUSTMENTS COMBINED ASSETS Current assets: Cash and cash equivalents $ 1,475,858 $ — $ (143,500)(a) $ 1,332,358 Short-term marketable securities 770,872 — — 770,872 Accounts receivable, net 501,015 — — 501,015 Inventory 322,605 14,000 12,560(b) 349,165 Prepaid expenses and other current assets 105,481 — — 105,481 Total current assets 3,175,831 14,000 (130,940) 3,058,891 Property and equipment, net 252,999 4,000 200(c) 257,199 Long-term marketable securities 40,905 — — 40,905 Goodwill 1,386,394 65,000 (65,000)(d) 1,449,934 63,540(e) Purchased intangible assets, net 34,253 81,000 (81,000)(d) 83,453 49,200(e) Other assets 58,293 — — 58,293 Total assets $ 4,948,675 $ 164,000 $ (164,000) $ 4,948,675

LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 459,593 $ — $ — $ 459,593 Wages and related benefits 166,137 — 1,000(f) 167,137 Deferred revenue 10,246 — — 10,246 Accrued liabilities 238,010 — 2,000(g) 243,010 3,000(m) Total current liabilities 873,986 — 6,000 879,986 Commitments and contingencies Long-term deferred revenue 4,764 — — 4,764 Other long-term liabilities 65,879 — — 65,879 Shareholders’ equity: Common stock 51 — — 51 Additional paid-in capital 11,174,887 — — 11,174,887 Accumulated deficit (7,165,115) (7,171,115) Contributed capital 164,000 (164,000)(h) — (6,000)(f)(g)(m) Accumulated other comprehensive loss (5,777) — — (5,777) Total shareholders’ equity 4,004,046 164,000 (170,000) 3,998,046 Total liabilities and shareholders’ equity $ 4,948,675 $ 164,000 $ (164,000) $ 4,948,675

See Note 3 of Notes to Unaudited Pro Forma Condensed Combined Consolidated Financial Information for description of Pro Forma adjustments.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS For the Nine Months Ended September 30, 2008 (In thousands, except per share data)

Historical Pro Forma Pro Forma Broadcom DTV Business Adjustments Combined Net revenue $3,531,616 $ 65,000 $ — $3,596,616 Cost of revenue 1,655,218 39,000 6,051(i) 1,700,269 Gross profit 1,876,398 26,000 (6,051) 1,896,347 Operating expense: Research and development 1,115,002 68,000 — 1,183,002 Selling, general and administrative 395,904 20,000 — 415,904 Amortization of purchased intangible assets 550 29,000 9,113(j) 38,663 In-process research and development 10,900 — — 10,900 Impairment of goodwill and purchased intangible assets 2,150 567,000 (135,000)(k) 434,150 Settlement costs 15,810 — — 15,810 Restructuring costs (reversal) (1,000) — — (1,000) Income (loss) from operations 337,082 (658,000) 119,836 (201,082) Interest income, net 44,983 — (2,863)(l) 42,120 Other expense, net (2,987) — — (2,987) Income (loss) before income taxes 379,078 (658,000) 116,973 (161,949) Provision for income taxes 5,069 — 3,000(m) 8,069 Net income (loss) $ 374,009 $ (658,000) $ 113,973 $ (170,018) Basic earnings per share $ 0.72 $ (0.33) Diluted earnings per share $ 0.70 $ (0.33) Weighted average shares (basic) 517,418 517,418 Weighted average shares (diluted) 531,187 517,418

See Note 3 of Notes to Unaudited Pro Forma Condensed Combined Consolidated Financial Information for description of Pro Forma adjustments.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS For the Year Ended December 31, 2007

Historical Pro Forma Pro Forma Broadcom DTV Business Adjustments Combined Net revenue $3,776,395 $ 155,000 $ — $3,931,395 Cost of revenue 1,832,178 82,000 8,067(i) 1,922,245 Gross profit 1,944,217 73,000 (8,067) 2,009,150 Operating expense: Research and development 1,348,508 88,000 — 1,436,508 Selling, general and administrative 492,737 23,000 — 515,737 Amortization of purchased intangible assets 1,027 63,000 12,150(j) 76,177 In-process research and development 15,470 — — 15,470 Impairment of goodwill and purchased intangible assets 1,500 476,000 — 477,500 Income (loss) from operations 84,975 (577,000) (20,217) (512,242) Interest income, net 131,069 — (7,347)(l) 123,722 Other expense, net 3,412 — — 3,412 Income (loss) before income taxes 219,456 (577,000) (27,564) (385,108) Provision for income taxes 6,114 — 8,000(m) 14,114 Net income (loss) $ 213,342 $ (577,000) $ (35,564) $ (399,222) Basic earnings per share $ 0.39 $ (0.74) Diluted earnings per share $ 0.37 $ (0.74) Weighted average shares (basic) 542,412 542,412 Weighted average shares (diluted) 577,682 542,412

See Note 3 of Notes to Unaudited Pro Forma Condensed Combined Consolidated Financial Information for description of Pro Forma adjustments.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION

1. BASIS OF PRO FORMA PRESENTATION The following unaudited pro forma condensed combined financial information gives the effect to the acquisition of the digital television business of Advanced Micro Devices, Inc., or the DTV Business, by Broadcom Corporation, or Broadcom. The acquisition was accounted for using the purchase method of accounting in accordance with Statement of Financial Accounting Standards No. 141, Business Combinations. Under the purchase method of accounting, the total estimated purchase price, calculated as described in Note 2 to these unaudited pro forma condensed combined financial statements, was allocated to the net tangible and intangible assets of the DTV Business acquired in connection with the asset purchase agreement, based on their respective fair values as of the completion of the acquisition. Management has estimated the fair values of assets acquired from the DTV Business. In determining these fair values, management has considered the net realizable value attributable to net tangible and intangible assets of the DTV Business. Management’s final valuation of the fair value of assets acquired will be based on the actual net tangible and intangible assets of the DTV Business that existed as of the date of the completion of the acquisition. The DTV Business was not operated as a stand-alone business, but was a division of AMD, operating within a business group. The accompanying financial statements of the DTV Business have been prepared from the historical accounting records of AMD and do not purport to reflect the assets acquired and liabilities assumed, and the net revenues and direct expenses that would have resulted, if the DTV Business had been a separate, stand-alone company during the periods presented. It is not practical for management to reasonably estimate expenses that would have resulted if the DTV Business had operated as an unaffiliated independent company. Since separate complete financial statements were not maintained for the DTV Business’ operations, preparation of statements of operations and cash flows, including amounts charged for income taxes, interest, and other expenses, was deemed impractical. Additionally, since only certain assets were acquired, a balance sheet and statement of stockholders’ equity was not applicable. The statements of assets to be acquired as of September 27, 2008 and statements of net revenues and direct expenses for the year ended December 29, 2007 and the nine months ended September 27, 2008 include all adjustments (consisting only of normal recurring adjustments) that the DTV Business considers necessary for a fair statement of the assets acquired and net revenues and direct expenses for the periods presented. Future results of combined operations and combined financial position have differed and could continue to differ materially from the historical amounts presented herein. Complete financial statements for the DTV Business were not prepared, as the DTV Business was not maintained as a separate reporting unit and therefore it was impracticable to prepare full GAAP financial statements in accordance with U.S. generally accepted accounting principles, or GAAP, as required by Rule 3-05 of Regulation S-X. The unaudited pro forma condensed combined balance sheet as of September 30, 2008 gives effect to the acquisition as if it had occurred on September 30, 2008 and, due to the different fiscal period ends, combines the historical balance sheet of Broadcom at September 30, 2008 and the statement of assets to be acquired of the DTV Business at September 27, 2008. The Broadcom balance sheet information was derived from our unaudited condensed consolidated balance sheet as of September 30, 2008 included in the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2008, or the Q3 2008 Form 10-Q, filed with the Securities and Exchange Commission, or SEC, on October 22, 2008. The statement of assets to be acquired of the DTV Business included therein was derived from the audited statements of assets to be acquired of the DTV Business as of September 27, 2008 included herein. The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2008 and statement of operations for the year ended December 31, 2007 are presented as if the transaction was consummated on January 1, 2007 and, due to different fiscal period ends, combines the historical results of Broadcom for the nine months ended September 30, 2008 and for the year ended December 31, 2007, and the historical results of the DTV Business for the nine months ended September 27, 2008 and year ended December 29, 2007. The results of Broadcom’s statement of operations for the nine months ended September 30, 2008 were derived from our unaudited condensed consolidated statement

of operations included in the Q3 2008 Form 10-Q, and the results of Broadcom’s statement of operations for the year ended December 31, 2007 were derived from our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, or 2007 Form 10-K, filed with the SEC January 28, 2008. The statement of net revenues and direct expenses of the DTV Business for the nine months ended September 27, 2008 was derived from the audited financial statements included herein and the statement of net revenues and direct expenses of the DTV Business for the year ended December 29, 2007 were derived from the audited financial statements included herein. The unaudited pro forma condensed combined financial statements have been prepared by Broadcom’s management for illustrative purposes only and are not necessarily indicative of the condensed consolidated financial position, the results of operations in future periods or the results that actually would have been realized had Broadcom and the DTV Business been a combined company during the specified periods. The pro forma adjustments are based on the information available at the time of the preparation of these financial statements. The unaudited pro forma condensed combined financial statements, including any notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with the consolidated financial statements of Broadcom as of and for the year ended December 31, 2007, derived from the 2007 Form 10-K and the Q3 2008 Form 10-Q.

2. PURCHASE PRICE ALLOCATION On October 28, 2008 Broadcom acquired certain assets of the DTV Business. Under the terms of the definitive asset purchase agreement, Broadcom paid approximately $141.5 million in cash. This amount was reduced from a previously announced purchase price of $192.8 million due to lower than expected revenue for the DTV Business for the fourth quarter of 2008. A portion of the consideration payable to AMD was placed into escrow pursuant to the terms of the definitive asset purchase agreement. In connection with the asset purchase agreement, Broadcom and AMD also entered into a transaction services agreement whereby AMD provides certain transitional types of services to Broadcom. Such transitional services primarily include supply chain support, certain IT support and facilities services. In addition, Broadcom and AMD entered into a non-competition agreement whereby AMD agrees to not conduct any DTV related business in the future. The purchase price of the DTV Business was determined as follows (in thousands):

Cash paid by Broadcom $141,500 Estimated transaction costs 2,000 Estimated total purchase consideration $143,500

Under the purchase method of accounting, the total purchase price was allocated to net tangible and intangible assets acquired based on their estimated fair values as of the date of the completion of the acquisition as follows (in thousands):

Preliminary allocation to: Historical book value of DTV assets $ 18,000 Adjustments to step-up inventories to fair value 12,560 Net adjustments to step-up property and equipment, net to fair value 200 Fair value of tangible net assets acquired 30,760 Completed technology 24,200 Customer relationships 23,600 Trade name 1,400 Goodwill 63,540 Total purchase price allocation $143,500

These preliminary allocations have been made by Broadcom management and a number of underlying assumptions, in particular those relating to in- process research and development, are still being evaluated. To the extent that these assumptions are revised, the preliminary allocation of the purchase price could be materially different from that identified above. Completed technology consisted of products that have reached technological feasibility and includes chipsets that have been completed and shipped in volume to customers. The value of the chip technology was determined by discounting estimated net future cash flows for the products. Broadcom will amortize the existing technology on a straight-line basis over an average approximate estimated life of three years.

Customer relationships represent future projected revenue that will be derived from sales of future versions of existing products that will be sold to existing customers. Broadcom will amortize customer relationships on a straight-line basis over an average estimated life of two years. Trade name represents the Xilleon product name to label current products and next generation’s products in the segments Low Xilleon, Mid Xilleon and Hi Xilleon. All other trade names have been abandoned. Broadcom will amortize the trade name on a straight-line basis over an average estimated life of four years. At the present time management has not assigned any value to in-process research and development as the projections for future cash flows related to the in-process development efforts are forecasted to be negative over the estimated future lives of this generation technology. The transaction services agreements have been deemed to include fair market value rates and therefore no intangible asset has been assigned. No value was assigned to the non-competition agreement given the cost, effort and low probability of re-entry into the DTV business by AMD. Broadcom issued approximately 1.2 million restricted stock units with a fair value of $19.7 million in connection with acquisition and did not assume any equity awards of the DTV Business. Future stock-based compensation expense will be approximately $5.0 million per year over the next four years.

3. PRO FORMA ADJUSTMENTS The pro forma adjustments are necessary to reflect the purchase price and to adjust amounts related to the DTV Business’s net tangible and intangible assets to a preliminary estimate of their fair value. Broadcom has evaluated and continues to evaluate pre-acquisition contingencies relating to the DTV Business that existed as of the acquisition date. If these pre-acquisition contingencies that existed as of the acquisition date become probable in nature and estimable during the remainder of the purchase price allocation period (generally one year from the acquisition date), amounts may be recorded for such matters in or subsequent to the purchase price allocation period, in Broadcom’s results of operations. The pro forma adjustments included in the unaudited pro forma condensed consolidated financial statements are as follows: a) To record the cash paid for the total estimated purchase consideration.

b) To record the difference between the preliminary estimate of the fair value and the historical amounts of inventory values of the DTV Business based on estimated selling prices less a reasonable profit allowance for the selling effort.

c) To record the net difference between the preliminary estimate of the fair value and the historical amounts of property and equipment values of the DTV Business.

d) To eliminate previously recorded goodwill and purchased intangible assets of the DTV Business.

e) To record the preliminary allocation of the purchase price to goodwill and purchased intangible assets.

f) To accrue estimated accrued liabilities assumed by Broadcom.

g) To accrue estimated transaction costs.

h) To record the elimination of contributed capital.

i) To record amortization expense for completed technology over an estimated period of benefit of three years.

j) To record amortization expense for customer relationships and trade names over an estimated period of benefit of approximately two years.

k) To eliminate the goodwill impairment charge that was recorded in the financial statements of the DTV Business as a direct result of the purchase price of the DTV business by Broadcom.

l) To adjust interest income for cash used in acquisition.

m) Reflects the estimated tax effects of the pro forma adjustments. The historical financial statements of the DTV business reflect amounts of stock-based compensation expense for the periods presented, which are similar to the amounts that would have been recorded if the Broadcom issued restricted stock units had been issued at January 1, 2007, therefore no pro forma adjustment was included.

4. PRO FORMA EARNING PER SHARE Basic and diluted earnings (loss) per share for each period are calculated by dividing pro forma net income (loss) by the shares used to calculate earnings (loss) per share. Potential common shares are excluded from the calculation of diluted earnings (loss) per share in a loss period, as the effect would be antidilutive.