Conflicts of Interest Policy

A conflict of interest occurs when an employee's private interest may interfere with the interests of Broadcom. Such a conflict may result in divided loyalties, and when loyalties are divided, it is hard to be objective about a decision. You should avoid any private interest that influences your ability to act in the best interests of Broadcom, makes it difficult to perform your work objectively and effectively, or gives even the appearance that you have a conflict.

Broadcom requires that employees¹ disclose to the Company any situations that reasonably would be expected to give rise to, or the appearance of, a conflict of interest. If you think that you have a conflict of interest, or something that others could reasonably perceive as a conflict of interest, you should report it to your supervisor or the Corporate Compliance Officer. If a situation is determined to be a conflict of interest, the conflict may only be waived in the manner set forth in Broadcom's Code of Ethics and Corporate Conduct (the "Code") under "Waivers of the Code." You may view the Code at http://investor.broadcom.com/documentdisplay.cfm?DocumentID=4863.

Conflicts of interest may not always be clear-cut and easy to define. If you have any questions, please consult your supervisor or the Corporate Compliance Officer. Set forth below is specific guidance for some areas of potential conflict of interest. These are only examples of the types of conflicts of interest that Broadcom employees are expected to avoid. Ultimately, it is the responsibility of each individual to avoid any situation that creates or appears to create a conflict of interest.

The following situations are examples of possible conflicts of interest and how they should be addressed:

• Moonlighting². As set forth in the Confidentiality and Invention Assignment Agreement or similar agreement that you signed when you first began employment at Broadcom, you may not engage in any employment or activity other than for Broadcom in any business in which Broadcom is engaged or contemplates engaging. While employed at Broadcom, your full business energies and time should be devoted exclusively to Broadcom's business. If you wish to pursue a second job with any other entity or to participate in an outside business venture ("Moonlighting"), you must ensure that your engagement in such activity does not create a conflict with the interests of Broadcom or in any way use or risk disclosure of the confidential information of Broadcom. Any outside activity should be strictly separated from Broadcom employment and should not harm your job performance at Broadcom. To avoid problems in this area, you are required to receive approval from the Corporate Compliance Officer prior to engaging in any such activity. Employees who are executive officers must obtain such prior approval from Broadcom's Board of Directors (the "Board").
  
  

• Service on Boards and Committees. Employees must obtain approval prior to accepting any position to serve on a board of directors, an advisory board or on a committee of any entity. Employees who are not executive officers must obtain approval from Broadcom's Chief Executive Officer acting with Broadcom's Chief Financial Officer, before accepting any board or committee position. Employees who are executive officers or members of Broadcom's Board must obtain prior approval from the Board or designated committee of the Board. Broadcom may at any time rescind prior approvals to avoid a conflict or appearance of a conflict of interest for any reason deemed to be in the best interests of the company. Broadcom's consent is not required for membership on boards of charitable or community organizations, as long as such service does not constitute an actual conflict of interest or otherwise conflict or interfere with an employee's duties at Broadcom and does not reflect negatively on Broadcom.
  
  

• Improper Personal Benefits. No employee may obtain any material personal benefits or favors because of his or her position with Broadcom. For specific guidelines, please refer to "Conflicts of Interest -- Giving or Accepting Business Courtesies" in the Code and Broadcom's Corporate Travel Policy available at intranet.broadcom.com/policy/.
  
  

• Investments in Public Companies. No employee may have a significant financial interest (indirect ownership, direct ownership or otherwise) in a public company whose business is one in which Broadcom is engaged or contemplates engaging. A "significant financial interest" means (i) ownership of greater than 1% of the equity of the company (computed on a undiluted basis) or (ii) an interest or investment large enough in absolute dollars or as a percentage of the individual's total investment portfolio that it creates the appearance of or results in a conflict of interest. Any such investment must not involve the use of confidential "inside" or proprietary information, such as confidential information that might have been learned about the other company by virtue of Broadcom's relationship with the other company. Investments in diversified publicly traded mutual funds or diversified investment limited partnerships (as a limited partner) are not deemed subject to these conflict of interest guidelines, provided the confidentiality requirements are observed.
  
  

• Investments in Private Companies. Broadcom employees may find themselves in a position to invest in Broadcom customers, partners or suppliers. It is imperative that employees presented with such opportunities understand the potential conflict of interest that may occur in these circumstances. Broadcom employees must always serve our shareholders first. Investing in private companies with which Broadcom has an actual or potential business relationship may not be in our shareholders' best interests. The following guidelines are intended to cover such circumstances:
  
  

  Broadcom employees may not invest in privately held companies that are Broadcom customers, partners or suppliers without advance disclosure to the Corporate Compliance Officer. Where the employee has responsibility to affect or implement Broadcom's relationship with the other company - either directly or through people in his/her chain of command - prior approval is required for the investment. Employees who are not executive officers must obtain such approval from Broadcom's Chief Executive Officer acting with Broadcom's Chief Financial Officer. Employees who are executive officers or members of Broadcom's Board must obtain approval from Broadcom's Board or a designated committee of the Board.
  
  

  If an investment is made and/or approval is granted, and the employee subsequently finds himself or herself in a potentially conflicted position due to his or her job responsibilities or those of others in his or her chain of command, the Broadcom employee is expected to recuse himself or herself from any involvement in Broadcom's relationship with that company. If the conflict is so fundamental as to undermine the employee's ability to undertake an important job activity, a discussion of possible divestiture may be required. Furthermore, with respect to any investment or financial interest in a third party, employees should be extremely careful to avoid activities such as recommending or introducing the third party to other parts of the Broadcom organization unless there is a clear disclosure of the financial interest.
  
  

  If an employee has an investment in a company and then later transitions into a role that would place him/her in a conflict of interest position, the employee should then disclose the situation in writing to his/her supervisor with a copy to the Corporate Compliance Officer. Efforts will be made to resolve the situation equitably on a case-by-case basis.
  
  

  Please also see "Corporate Opportunities" in the Code, for related issues with respect to investing in companies that may constitute "business opportunities" for Broadcom.

  
  
  

• Actions of Family Members. The actions of family members outside the workplace may also give rise to the conflicts of interest because they may influence an employee's objectivity in making appropriate decisions on behalf of Broadcom. Broadcom requires that each employee disclose to the Corporate Compliance Officer: if an employee's family member becomes or is employed by, sits on the board of directors of, or has a significant financial interest in, a company that is a major customer, supplier or competitor of Broadcom. A "significant financial interest" in a company for the purpose of determining family member conflicts, is an ownership interest of greater than 10% of the outstanding securities of the other entity. You should never discuss Broadcom's confidential information with members of your family. For purposes of this policy, "family members" or "members of your family" include your spouse or life-partner, brothers, sisters and parents, in-laws and children, whether such relationships are by blood or adoption.
  
  

• Inventions, Public Speaking, Books and Publications. Employees must receive written permission from the Chief Executive Officer before developing, outside of Broadcom, any products, software, or intellectual property that is or may be related to any business in which Broadcom is engaged or contemplates engaging. In accordance with the Confidentiality and Invention Assignment Agreement or similar agreement between you and Broadcom, if you desire to publish the results of your work for Broadcom through literature or speeches you must first submit the literature to the President, Chief Executive Officer or Chief Technical Officer at least ten days before dissemination of the information for a determination of whether such disclosure may jeopardize patent or trade secret protection for such work or otherwise be prejudicial to the interests of Broadcom.

¹This Conflicts of Interest Policy applies to all officers and employees of Broadcom and its subsidiaries, wherever they are located and whether they work for Broadcom on a full or part-time basis, as well as to all members of our Board of Directors. We refer to all persons covered by this Policy as "Broadcom employees" or simply "employees." We expect that anyone carrying out work for Broadcom will adhere to the same provisions of this Policy while acting on Broadcom's behalf. Therefore, temporary workers, independent contractors and consultants providing services for Broadcom will be provided with a copy of this Policy and required to abide by it. By doing this, we do not intend to change the nature of Broadcom's engagement with, or the status of, these temporary workers, independent contractors, or consultants, or to give them any additional authority to obligate or incur liability on behalf of Broadcom. Rather, we are simply stating our policy and requirement that those with whom Broadcom contracts to provide services adhere to the same high ethical and legal standards as those of Broadcom and its employees.

²The "Moonlighting" provisions as stated in this policy do not apply to non-employee members of Broadcom's Board of Directors, and may not apply fully to part-time employees depending upon the circumstances and terms of their employment.

Broadcom requires that employees¹ disclose to the Company any situations that reasonably would be expected to give rise to, or the appearance of, a conflict of interest. If you think that you have a conflict of interest, or something that others could reasonably perceive as a conflict of interest, you should report it to your supervisor or the Corporate Compliance Officer. If a situation is determined to be a conflict of interest, the conflict may only be waived in the manner set forth in Broadcom's Code of Ethics and Corporate Conduct (the "Code") under "Waivers of the Code." You may view the Code at http://investor.broadcom.com/documentdisplay.cfm?DocumentID=4863.

Conflicts of interest may not always be clear-cut and easy to define. If you have any questions, please consult your supervisor or the Corporate Compliance Officer. Set forth below is specific guidance for some areas of potential conflict of interest. These are only examples of the types of conflicts of interest that Broadcom employees are expected to avoid. Ultimately, it is the responsibility of each individual to avoid any situation that creates or appears to create a conflict of interest.

The following situations are examples of possible conflicts of interest and how they should be addressed:

• Moonlighting². As set forth in the Confidentiality and Invention Assignment Agreement or similar agreement that you signed when you first began employment at Broadcom, you may not engage in any employment or activity other than for Broadcom in any business in which Broadcom is engaged or contemplates engaging. While employed at Broadcom, your full business energies and time should be devoted exclusively to Broadcom's business. If you wish to pursue a second job with any other entity or to participate in an outside business venture ("Moonlighting"), you must ensure that your engagement in such activity does not create a conflict with the interests of Broadcom or in any way use or risk disclosure of the confidential information of Broadcom. Any outside activity should be strictly separated from Broadcom employment and should not harm your job performance at Broadcom. To avoid problems in this area, you are required to receive approval from the Corporate Compliance Officer prior to engaging in any such activity. Employees who are executive officers must obtain such prior approval from Broadcom's Board of Directors (the "Board").
  
  

• Service on Boards and Committees. Employees must obtain approval prior to accepting any position to serve on a board of directors, an advisory board or on a committee of any entity. Employees who are not executive officers must obtain approval from Broadcom's Chief Executive Officer acting with Broadcom's Chief Financial Officer, before accepting any board or committee position. Employees who are executive officers or members of Broadcom's Board must obtain prior approval from the Board or designated committee of the Board. Broadcom may at any time rescind prior approvals to avoid a conflict or appearance of a conflict of interest for any reason deemed to be in the best interests of the company. Broadcom's consent is not required for membership on boards of charitable or community organizations, as long as such service does not constitute an actual conflict of interest or otherwise conflict or interfere with an employee's duties at Broadcom and does not reflect negatively on Broadcom.
  
  

• Improper Personal Benefits. No employee may obtain any material personal benefits or favors because of his or her position with Broadcom. For specific guidelines, please refer to "Conflicts of Interest -- Giving or Accepting Business Courtesies" in the Code and Broadcom's Corporate Travel Policy available at intranet.broadcom.com/policy/.
  
  

• Investments in Public Companies. No employee may have a significant financial interest (indirect ownership, direct ownership or otherwise) in a public company whose business is one in which Broadcom is engaged or contemplates engaging. A "significant financial interest" means (i) ownership of greater than 1% of the equity of the company (computed on a undiluted basis) or (ii) an interest or investment large enough in absolute dollars or as a percentage of the individual's total investment portfolio that it creates the appearance of or results in a conflict of interest. Any such investment must not involve the use of confidential "inside" or proprietary information, such as confidential information that might have been learned about the other company by virtue of Broadcom's relationship with the other company. Investments in diversified publicly traded mutual funds or diversified investment limited partnerships (as a limited partner) are not deemed subject to these conflict of interest guidelines, provided the confidentiality requirements are observed.
  
  

• Investments in Private Companies. Broadcom employees may find themselves in a position to invest in Broadcom customers, partners or suppliers. It is imperative that employees presented with such opportunities understand the potential conflict of interest that may occur in these circumstances. Broadcom employees must always serve our shareholders first. Investing in private companies with which Broadcom has an actual or potential business relationship may not be in our shareholders' best interests. The following guidelines are intended to cover such circumstances:
  
  

  Broadcom employees may not invest in privately held companies that are Broadcom customers, partners or suppliers without advance disclosure to the Corporate Compliance Officer. Where the employee has responsibility to affect or implement Broadcom's relationship with the other company - either directly or through people in his/her chain of command - prior approval is required for the investment. Employees who are not executive officers must obtain such approval from Broadcom's Chief Executive Officer acting with Broadcom's Chief Financial Officer. Employees who are executive officers or members of Broadcom's Board must obtain approval from Broadcom's Board or a designated committee of the Board.
  
  

  If an investment is made and/or approval is granted, and the employee subsequently finds himself or herself in a potentially conflicted position due to his or her job responsibilities or those of others in his or her chain of command, the Broadcom employee is expected to recuse himself or herself from any involvement in Broadcom's relationship with that company. If the conflict is so fundamental as to undermine the employee's ability to undertake an important job activity, a discussion of possible divestiture may be required. Furthermore, with respect to any investment or financial interest in a third party, employees should be extremely careful to avoid activities such as recommending or introducing the third party to other parts of the Broadcom organization unless there is a clear disclosure of the financial interest.
  
  

  If an employee has an investment in a company and then later transitions into a role that would place him/her in a conflict of interest position, the employee should then disclose the situation in writing to his/her supervisor with a copy to the Corporate Compliance Officer. Efforts will be made to resolve the situation equitably on a case-by-case basis.
  
  

  Please also see "Corporate Opportunities" in the Code, for related issues with respect to investing in companies that may constitute "business opportunities" for Broadcom.

  
  
  

• Actions of Family Members. The actions of family members outside the workplace may also give rise to the conflicts of interest because they may influence an employee's objectivity in making appropriate decisions on behalf of Broadcom. Broadcom requires that each employee disclose to the Corporate Compliance Officer: if an employee's family member becomes or is employed by, sits on the board of directors of, or has a significant financial interest in, a company that is a major customer, supplier or competitor of Broadcom. A "significant financial interest" in a company for the purpose of determining family member conflicts, is an ownership interest of greater than 10% of the outstanding securities of the other entity. You should never discuss Broadcom's confidential information with members of your family. For purposes of this policy, "family members" or "members of your family" include your spouse or life-partner, brothers, sisters and parents, in-laws and children, whether such relationships are by blood or adoption.
  
  

• Inventions, Public Speaking, Books and Publications. Employees must receive written permission from the Chief Executive Officer before developing, outside of Broadcom, any products, software, or intellectual property that is or may be related to any business in which Broadcom is engaged or contemplates engaging. In accordance with the Confidentiality and Invention Assignment Agreement or similar agreement between you and Broadcom, if you desire to publish the results of your work for Broadcom through literature or speeches you must first submit the literature to the President, Chief Executive Officer or Chief Technical Officer at least ten days before dissemination of the information for a determination of whether such disclosure may jeopardize patent or trade secret protection for such work or otherwise be prejudicial to the interests of Broadcom.

¹This Conflicts of Interest Policy applies to all officers and employees of Broadcom and its subsidiaries, wherever they are located and whether they work for Broadcom on a full or part-time basis, as well as to all members of our Board of Directors. We refer to all persons covered by this Policy as "Broadcom employees" or simply "employees." We expect that anyone carrying out work for Broadcom will adhere to the same provisions of this Policy while acting on Broadcom's behalf. Therefore, temporary workers, independent contractors and consultants providing services for Broadcom will be provided with a copy of this Policy and required to abide by it. By doing this, we do not intend to change the nature of Broadcom's engagement with, or the status of, these temporary workers, independent contractors, or consultants, or to give them any additional authority to obligate or incur liability on behalf of Broadcom. Rather, we are simply stating our policy and requirement that those with whom Broadcom contracts to provide services adhere to the same high ethical and legal standards as those of Broadcom and its employees.

²The "Moonlighting" provisions as stated in this policy do not apply to non-employee members of Broadcom's Board of Directors, and may not apply fully to part-time employees depending upon the circumstances and terms of their employment.