8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 15, 2013

LSI CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	1-10317	94-2712976
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1320 Ridder Park Drive, San Jose, California	95131
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (408) 433-8000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 OTHER EVENTS

On December 15, 2013, LSI Corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Avago Technologies Limited, a limited company organized under the laws of the Republic of Singapore (“Avago”), Avago Technologies Wireless (U.S.A.) Manufacturing Inc., a Delaware corporation and an indirect wholly owned subsidiary of Avago (“Parent”) and Leopold Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as an indirect wholly owned subsidiary of Avago. The Merger Agreement was unanimously approved by the Company’s Board of Directors. On December 16, 2013, the Company issued a joint press release relating to the execution of the Merger Agreement. The full text of the joint press release is attached hereto as Exhibit 99.1 and incorporated in its entirety herein by reference.

Additionally, on December 16, 2013, the Company distributed a joint investor presentation in connection with a conference call conducted with analysts and investors to discuss the Merger. The full text of the presentation is attached as Exhibit 99.2 and incorporated in its entirety herein by reference.

In connection with the transactions contemplated by the Merger Agreement, the Company will discontinue its quarterly dividend after paying the dividend scheduled to be paid on December 20, 2013, and will discontinue repurchases of its common stock.

Forward Looking Statements

This communication may contain forward-looking statements. Forward-looking statements may be typically identified by such words as “may,” “will,” “should,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. These forward-looking statements are subject to known and unknown risks and uncertainties that could cause our actual results to differ materially from the expectations expressed in the forward-looking statements. Although Avago Technologies Limited (“Avago”) and LSI Corporation (“LSI”) believe that the expectations reflected in the forward-looking statements are reasonable, any or all of such forward-looking statements may prove to be incorrect. Consequently, no forward-looking statements may be guaranteed and there can be no assurance that the actual results or developments anticipated by such forward looking statements will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Avago, LSI or their respective business or operations. Factors which could cause actual results to differ from those projected or contemplated in any such forward-looking statements include, but are not limited to, the following factors: (1) the risk that the conditions to the closing of the merger are not satisfied (including a failure of the stockholders of LSI to approve, on a timely basis or otherwise, the merger and the risk that regulatory approvals required for the merger, including clearance from the Committee on Foreign Investment in the United States, are not obtained, on a timely basis or otherwise, or are obtained subject to conditions that are not anticipated); (2) litigation relating to the merger; (3) uncertainties as to the timing of the consummation of the merger and the ability of each of LSI and Avago to consummate the merger; (4) risks that the proposed transaction disrupts the current plans and operations of LSI or Avago; (5) the ability of LSI to retain and hire key personnel; (6) competitive responses to the proposed merger; (7) unexpected costs, charges or expenses resulting from the merger; (8) the failure by Avago to obtain the necessary debt financing arrangements set forth in the commitment letters received in connection with the merger; (9) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger; and (10) legislative, regulatory and economic developments. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in LSI’s and Avago’s respective most recent Annual Reports on Form 10-K and LSI’s and Avago’s more recent reports filed with the SEC. LSI and Avago can give no assurance that the conditions to the Merger will be satisfied. Except as required by applicable law, neither LSI nor Avago undertakes any obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information and Where to Find It; Participants in Solicitation

This communication is being made in respect of the proposed transaction involving LSI Corporation (“LSI”) and Avago Technologies Limited (“Avago”). The proposed transaction will be submitted to the stockholders of LSI for their consideration. In connection with the proposed transaction, LSI will prepare a proxy statement to be filed with the SEC. LSI and Avago also plan to file with the SEC other documents regarding the proposed transaction. LSI’S SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. When completed, a definitive proxy statement and a form of proxy will be mailed to the stockholders of LSI. Investors will be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) filed with the SEC from the SEC’s website at http://www.sec.gov. Investors will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by going to www.lsiproxy.com, by writing to LSI Corporation, 1110 American Parkway NE, Allentown, PA 18109, Attn: Response Center, or by calling 1 (800) 372-2447.

LSI and Avago and their respective directors, executive officers may be deemed to be participants in the solicitation of proxies from LSI’s stockholders with respect to the meeting of stockholders that will be held to consider the proposed Merger. Information regarding LSI’s directors and executive officers is contained in LSI’s Annual Report on Form 10-K for the year ended December 31, 2012, the proxy statement for LSI’s 2013 Annual Meeting of Stockholders, which was filed with the SEC on March 28, 2013, and subsequent filings which LSI has made with the SEC. Information regarding Avago’s directors and executive officers is contained in Avago’s Annual Report on Form 10-K for the year ended October 28, 2012, the proxy statement for the Avago’s 2013 Annual Meeting of Stockholders, which was filed with the SEC on February 20, 2013, and subsequent filings which Avago has made with the SEC. Investors may obtain additional information regarding the interests of LSI and its directors and executive officers in the proposed Merger, which may be different than those of LSI’s stockholders generally, by reading the proxy statement and other relevant documents regarding the proposed Merger, when it becomes available. You may obtain free copies of this document as described in the preceding paragraph.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1	Joint press release of Avago Technologies Limited and LSI Corporation, dated December 16, 2013
99.2	Joint investor presentation of Avago Technologies Limited and LSI Corporation, dated December 16, 2013

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LSI Corporation
Date: December 16, 2013	By:	/s/ Bryon Look
		Bryon Look Executive Vice President, Chief Financial Officer and Chief Administrative Officer

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Joint press release of Avago Technologies Limited and LSI Corporation, dated December 16, 2013
99.2	Joint investor presentation of Avago Technologies Limited and LSI Corporation, dated December 16, 2013

EX-99.1

Exhibit 99.1

Avago Technologies to Acquire LSI Corporation for $6.6 Billion in Cash

Silver Lake Partners to Support Transaction with $1 Billion Investment in Avago

• Positions Avago as a leader in enterprise storage

• Expands market position and brings valuable system-level expertise in wired infrastructure

• Diversifies revenue and scales up Avago across multiple attractive end markets

• Significantly and immediately accretive to Avago free cash flow and EPS on a non-GAAP basis

• $200 million of annual operating synergies expected by the end of fiscal year 2015

SAN JOSE, CA and SINGAPORE – December 16, 2013 – Avago Technologies Limited (NASDAQ: AVGO) and LSI Corporation (NASDAQ: LSI) today announced that they have entered into a definitive agreement under which Avago will acquire LSI for $11.15 per share in an all-cash transaction valued at $6.6 billion. The acquisition creates a highly diversified semiconductor market leader with approximately $5 billion in annual revenues by adding enterprise storage to Avago’s existing wired infrastructure, wireless and industrial businesses. The combined company will be strongly positioned to capitalize on the growing opportunities created by the rapid increases in data center IP and mobile data traffic.

“This highly complementary and compelling acquisition positions Avago as a leader in the enterprise storage market and expands our offerings and capabilities in wired infrastructure, particularly system-level expertise,” stated Hock Tan, President and Chief Executive Officer of Avago. “This combination will increase the Company’s scale and diversify our revenue and customer base. In addition to these powerful strategic benefits, as we integrate LSI onto the Avago platform, we expect to drive LSI’s operating margins toward Avago’s current levels, creating significant additional value for stockholders.”

“This transaction provides immediate value to our stockholders, and offers new growth opportunities for our employees to develop a wider range of leading-edge solutions for customers,” said Abhi Talwalkar, President and Chief Executive Officer of LSI. “Our leadership positions in enterprise storage and networking, in combination with Avago, create greater scale to further drive innovations into the datacenter.”

The transaction is expected to be significantly and immediately accretive to Avago’s non-GAAP free cash flow and earnings per share. Avago currently anticipates achieving annual cost savings at a run rate of $200 million by the end of the fiscal year ending November 1, 2015, the first full fiscal year after closing.

Under the terms of the agreement, LSI’s stockholders will receive $11.15 in cash for each share of LSI common stock they hold at closing, which is expected to occur during the first half of calendar 2014. Avago intends to fund the transaction with $1.0 billion of cash from the combined balance sheet and fully-committed financing from the following sources:

• A $4.6 billion term loan from a group of banks; and

• A $1 billion investment from Silver Lake Partners, which is expected to be in the form of a seven year 2% convertible note with a conversion price of $48.04 per share or preferred stock with equivalent economic terms.

The transaction has been approved by the boards of directors of both companies and is subject to regulatory approvals in various jurisdictions and customary closing conditions, as well as the approval of LSI’s stockholders.

Conference Call

Avago Technologies will host a conference call, solely to discuss details of the transaction. A live webcast and the accompanying presentation relating to the transaction will be available in the “Investors” section of Avago’s website at www.avagotech.com in advance of the conference call. The presentation will also be available as an attachment to a Form 8-K being furnished to the Securities and Exchange Commission and available on its Edgar system.

Conference call date: December 16, 2013

Time: 5:30 am Pacific (8:30 am Eastern)

U.S. Dial in: (800) 237-9752

International Dial in: +1 (617) 847-8706

Passcode: 24822935

A replay of the call will be available for one week by dialing (888) 286-8010 (US) or +1 (617) 801-6888 (International) and entering passcode 65287393. A webcast of the conference call will also be available in the “Investors” section of Avago’s website at www.avagotech.com.

Non-GAAP Financial Measures

In addition to GAAP reporting, Avago provides investors with net income, income from operations, gross margin, operating expenses and other data, on a non-GAAP basis. This non-GAAP

information excludes amortization of acquisition-related intangibles, share-based compensation expense, restructuring charges, acquisition-related costs, debt extinguishment losses and the income tax effects of these excluded items. Management does not believe that the excluded items are reflective of the Company’s underlying performance. The exclusion of these and other similar items from Avago’s non-GAAP presentation should not be interpreted as implying that these items are non-recurring, infrequent or unusual. Avago believes this non-GAAP financial information provides additional insight into the Company’s on-going performance and has therefore chosen to provide this information to investors for a more consistent basis of comparison and to help them evaluate the results of the Company’s on-going operations and enable more meaningful period to period comparisons. These non-GAAP measures are provided in addition to, and not as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP.

About Avago Technologies Limited

Avago Technologies Limited is a leading designer, developer and global supplier of a broad range of analog semiconductor devices with a focus on III-V based products. Our product portfolio is extensive and includes thousands of products in three primary target markets: wireless communications, wired infrastructure and industrial & other.

About LSI

LSI Corporation (NASDAQ: LSI) designs semiconductors and software that accelerate storage and networking in datacenters, mobile networks and client computing. Our technology is the intelligence critical to enhanced application performance, and is applied in solutions created in collaboration with our partners. More information is available at www.lsi.com.

About Silver Lake

Silver Lake is a global leader in private investments in technology and technology-enabled industries. Silver Lake invests with the strategic and operational insights of an experienced industry participant. The firm has approximately 110 investment and value creation professionals located in New York, Menlo Park, San Mateo, London, Hong Kong, Shanghai and Tokyo and manages approximately $20 billion in combined assets under management. The Silver Lake Partners portfolio includes or has included technology and technology-enabled industry leaders such as Alibaba, Allyes, Ameritrade, Avago, Avaya, Business Objects, Dell, Flextronics, Gartner, Gerson Lehrman Group, Global Blue, Instinet, Intelsat, Interactive Data Corporation, IPC Systems, MCI, Mercury Payment Systems, MultiPlan, the NASDAQ OMX Group,

NetScout, NXP, Sabre, Seagate Technology, Serena Software, Skype, Smart Worldwide Holdings, Spreadtrum, SunGard Data Systems, UGS, Vantage Data Centers and William Morris Endeavor. For more information about Silver Lake and its entire portfolio, please visit www.silverlake.com.

Cautions Regarding Forward-Looking Statements

This communication may contain forward-looking statements. Forward-looking statements may be typically identified by such words as “may,” “will,” “should,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. These forward-looking statements are subject to known and unknown risks and uncertainties that could cause our actual results to differ materially from the expectations expressed in the forward-looking statements. Although Avago Technologies Limited (“Avago”) and LSI Corporation (“LSI”) believe that the expectations reflected in the forward-looking statements are reasonable, any or all of such forward-looking statements may prove to be incorrect. Consequently, no forward-looking statements may be guaranteed and there can be no assurance that the actual results or developments anticipated by such forward looking statements will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Avago, LSI or their respective businesses or operations.

Factors which could cause actual results to differ from those projected or contemplated in any such forward-looking statements include, but are not limited to, the following factors: (1) the risk that the conditions to the closing of the merger are not satisfied (including a failure of the stockholders of LSI to approve, on a timely basis or otherwise, the merger and the risk that regulatory approvals required for the merger, including clearance from the Committee on Foreign Investment in the United States, are not obtained, on a timely basis or otherwise, or are obtained subject to conditions that are not anticipated); (2) litigation relating to the merger; (3) uncertainties as to the timing of the consummation of the merger and the ability of each of LSI and Avago to consummate the merger; (4) risks that the proposed transaction disrupts the current plans and operations of LSI or Avago; (5) the ability of LSI to retain and hire key personnel; (6) competitive responses to the proposed merger; (7) unexpected costs, charges or expenses resulting from the merger; (8) the failure by Avago to obtain the necessary debt financing arrangements set forth in the commitment letters received and other agreements entered into in connection with the merger; (9) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger; (10) Avago’s ability to achieve the growth prospects and synergies expected from the LSI acquisition; delays, challenges and expenses associated with integrating LSI with Avago’s existing businesses; and (11) legislative, regulatory and economic developments. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in LSI’s and Avago’s respective most recent Annual Reports on Form 10-K, and LSI’s and Avago’s more recent reports filed with the SEC. LSI and Avago can give no assurance that the conditions to the Merger will be satisfied. Neither LSI nor Avago undertakes any intent or obligation to publicly update or revise any of these forward looking statements, whether as a result of new information, future events or otherwise, except as required by law. LSI is responsible for information in this press release concerning LSI and Avago is responsible for information in this press release concerning Avago.

Additional Information about the Merger and Where to Find It

This communication is being made in respect of the proposed transaction involving LSI Corporation (“LSI”) and Avago Technologies Limited (“Avago”). The proposed transaction will be submitted to the stockholders of LSI for their consideration. In connection with the proposed transaction, LSI will prepare a proxy statement to be filed with the SEC. LSI and Avago also plan to file with the SEC other documents regarding the proposed transaction. LSI’S SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. When completed, a definitive proxy statement and a form of proxy will be mailed to the stockholders of LSI. Investors will be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) filed with the SEC from the SEC’s website at http://www.sec.gov. Investors will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by going to www.lsiproxy.com, by writing to LSI Corporation, 1110 American Parkway NE, Allentown, PA 18109, Attn: Response Center, or by calling 1 (800) 372-2447.

LSI and Avago and their respective directors, executive officers may be deemed to be participants in the solicitation of proxies from LSI’s stockholders with respect to the meeting of stockholders that will be held to consider the proposed Merger. Information regarding LSI’s directors and executive officers is contained in LSI’s Annual Report on Form 10-K for the year ended December 31, 2012, the proxy statement for LSI’s 2013 Annual Meeting of Stockholders, which was filed with the SEC on March 28, 2013, and subsequent filings which LSI has made with the SEC. Information regarding Avago’s directors and executive officers is contained in Avago’s Annual Report on Form 10-K for the year ended October 28, 2012, the proxy statement for the Avago’s 2013 Annual Meeting of Stockholders, which was filed with the SEC on February 20, 2013, and subsequent filings which Avago has made with the SEC. Investors may obtain additional information regarding the interests of LSI and its directors and executive officers in the proposed Merger, which may be different than those of LSI’s stockholders generally, by reading

the proxy statement and other relevant documents regarding the proposed Merger, when it becomes available. You may obtain free copies of this document as described in the preceding paragraph.

Avago Contacts	LSI Contacts
Bin Jiang	Sujal Shah
Investor Relations	Investor Relations
+1 408-435-7400	+1 610-712-5471
investor.relations@avagotech.com	sujal.shah@lsi.com
John Christiansen or Lucy Neugart	David Miller
Sard Verbinnen & Co for Avago	Media Relations
+1 415-618-8750	+1 408-712-7813
jchristiansen@sardverb.com	dave.c.miller@lsi.com
lneugart@sardverb.com
Silver Lake Contacts
Patricia Graue
Brunswick Group for Silver Lake
+1 415-671-7676
silverlake@brunswickgroup.com

###

EX-99.2

Your Imagination, Our Innovation

Avago Technologies To Acquire

LSI Corporation

Investor

Presentation

–

December

16,

2013

Exhibit 99.2

Your Imagination, Our Innovation

Cautions Regarding Forward-Looking Statements

Forward Looking Statements

Page 2

This document contains forward-looking statements which address Avago’s expected future business and financial performance.  These forward-looking

statements are based on current expectations, estimates, forecasts and projections of future Avago or industry performance, based on management’s judgment,

beliefs, current trends and market conditions and involve risks and uncertainties that may cause actual results to differ materially from those contained in the

forward-looking statements.  Accordingly, we caution you not to place undue reliance on these statements.  For Avago, particular uncertainties that could

materially affect future results include our ability to achieve the growth prospects and synergies expected from acquisitions we may make, including LSI; delays,

challenges and expenses associated with integrating acquired companies with our existing businesses, including LSI;  global economic conditions and concerns;

cyclicality in the semiconductor industry or in our target markets; loss of our significant customers; increased dependence on the volatile wireless handset market;

quarterly and annual fluctuations in operating results; our competitive performance and ability to continue achieving design wins with our customers; market

acceptance of the end products into which our products are designed; our target markets not growing as quickly as expected; our dependence on contract

manufacturing and outsourced supply chain and our ability to improve our cost structure through our manufacturing outsourcing program; prolonged disruptions of

our or our contract manufacturers’ manufacturing facilities or other significant operations; our dependence on outsourced service providers for certain key

business services and their ability to execute to our requirements; our ability to maintain or improve gross margin; our ability to maintain tax concessions in certain

jurisdictions; our ability to protect our intellectual property and any associated increases in litigation expenses; dependence on and risks associated with

distributors of our products; our ability to attract, retain and motivate qualified personnel, particularly design and technical personnel; any expenses associated

with resolving customer product and warranty and indemnification claims; and other events and trends on a national, regional and global scale, including those of

a political, economic, business, competitive and regulatory nature. 

Important additional risk factors that may cause such a difference for Avago in connection with the acquisition of LSI include, but are not limited to unexpected

variations in market growth and demand for, matters arising in connection with the parties’ efforts to comply with and satisfy applicable regulatory clearances and

closing conditions relating to the transaction and closing conditions relating to the transaction, the risks inherent in acquisitions of technologies and businesses,

including the timing and successful completion of technology and product development through volume production, integration issues, costs and unanticipated

expenditures, changing relationships with customers, suppliers and strategic partners, potential contractual, intellectual property or employment issues and

charges resulting from purchase accounting adjustments or fair value measurements.

Avago’s Quarterly Report on Form 10-Q filed on September 13, 2013 and other filings with the SEC (which may be obtained for free at the SEC’s website at

http://www.sec.gov) discuss some of the important risk factors that may affect Avago’s business, results of operations and financial condition.  Avago undertakes

no intent or obligation to publicly update or revise any of these forward looking statements, whether as a result of new information, future events or otherwise,

except as required by law.

Your Imagination, Our Innovation

Strategically & Financially Compelling Transaction

Enhances Avago’s platform to deliver long-term stockholder value

Positions Avago as a leader in the enterprise storage market

Expands Avago’s market position and brings valuable

system-level expertise in wired infrastructure

Increases Avago’s scale and diversifies revenue

Immediately accretive to free cash flow and non-GAAP

earnings per share

Combination creates a highly diversified market leader

Page 3

Non-GAAP results exclude, where applicable, amortization of intangibles, advisory agreement termination fee, selling shareholder expenses, restructuring

charges, share-based compensation, discontinued operations and loss on extinguishment of debt.  All leverage multiples are based on pro forma EBITDA adjusted for

divestitures / acquisitions for the particular time period.

Your Imagination, Our Innovation

Key 

Customers

LSI is a Leader in Specific Key End Markets

End Markets

SoCs

Pre-Amplifiers

Key Product

Families

Hard Disk Drives

Storage Connectivity

Flash

Networking

SAS

Controllers

RAID Solutions

SSD

Controllers

PCIe

Flash

Cards

Network

Processors

Enterprise &

Telecom ASICs

Enterprise Storage

Page 4

Wired Infrastructure

Note: “Enterprise Storage” and “Wired Infrastructure” reflect Avago’s definition of end markets

Optimized System-Level Solutions for Wired Infrastructure

Optimized Systems

SoCs/Software 

Processors

SerDes ASICs

Datacenter

Enterprise Networking

Communications Infrastructure

Page 5

Fiber Optic

Your Imagination, Our Innovation

Increases Scale and Diversifies Revenue

Source:  Company filings and presentations

Avago

LTM Revenue: $2,520M

(11/4/13)

Industrial & Other

23%

Wired

Infrastructure

29%

Wireless Comms

48%

LSI

Combined

LTM Revenue: $4,885M

Page 6

LTM Revenue: $2,365M

(9/29/13)

Other, 5%

Networking

17%

Storage

78%

Industrial & Other

14%

Wired

Infrastructure

23%

Wireless Comms

25%

Enterprise

Storage

38%

Your Imagination, Our Innovation

Transaction Overview

$11.15 per share in cash

Per Share

Consideration

Sources of Financing

Expected Closing

Equity Value

Approval Process

$6.6 billion

$1.0 billion cash from combined company balance sheet

$4.6 billion of fully committed term loans

$1.0 billion investment from Silver Lake Partners

Approval by LSI’s stockholders

Certain regulatory approvals

First half 2014, subject to customary closing conditions

Page 7

Your Imagination, Our Innovation

Your Imagination, Our Innovation

Transaction Financing

Credit Facility

$4.6 billion of term loans underwritten by a group of banks

Variable interest rate; would be 3.5% blended interest rate today

Seven year term

$500 million revolving credit facility (undrawn)

Facility allows for dividends

Silver Lake

Convertible Note or

Preferred Stock

$1.0

billion

of

2%

senior

unsecured

notes

convertible

at

$48.04

per

share

or

preferred stock with the same economics

Pro Forma

Capitalization

Statistics

EBITDA

Excluding

Including

(Includes $200M synergies)

SLP Note

SLP Note

Gross Debt / LTM EBITDA

3.1x

3.8x

Net Debt / LTM EBITDA

2.6x

3.3x

LTM EBITDA / Interest

8.1x

7.3x

Page 8

Matures three months after term loan

Your Imagination, Our Innovation

Q&A

Page 9

Your Imagination, Our Innovation

Additional Information and Where to Find It;

Participants in Solicitation

Page 10

This communication is being made in respect of the proposed transaction involving LSI Corporation (“LSI”) and Avago Technologies Limited (“Avago”).  The

proposed transaction will be submitted to the stockholders of LSI for their consideration.  In connection with the proposed transaction, LSI will prepare a proxy

statement to be filed with the SEC.  LSI and Avago also plan to file with the SEC other documents regarding the proposed transaction.  LSI’S SECURITY

HOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS

CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE

PROPOSED TRANSACTION. When completed, a definitive proxy statement and a form of proxy will be mailed to the stockholders of LSI.  Investors will be able

to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) filed with the SEC from the SEC’s website at

http://www.sec.gov.  Investors will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by going to

www.lsiproxy.com, by writing to LSI Corporation, 1110 American Parkway NE, Allentown, PA 18109, Attn: Response Center, or by calling 1 (800) 372-2447. 

LSI and Avago and their respective directors, executive officers may be deemed to be participants in the solicitation of proxies from LSI’s stockholders with

respect to the meeting of stockholders that will be held to consider the proposed Merger.  Information regarding LSI’s directors and executive officers is contained

in LSI’s Annual Report on Form 10-K for the year ended December 31, 2012, the proxy statement for LSI’s 2013 Annual Meeting of Stockholders, which was filed

with the SEC on March 28, 2013, and subsequent filings which LSI has made with the SEC.  Information regarding Avago’s directors and executive officers is

contained in Avago’s Annual Report on Form 10-K for the year ended October 28, 2012, the proxy statement for the Avago’s 2013 Annual Meeting of

Stockholders, which was filed with the SEC on February 20, 2013, and subsequent filings which Avago has made with the SEC.  Investors may obtain additional

information regarding the interests of LSI and its directors and executive officers in the proposed Merger, which may be different than those of LSI’s stockholders

generally, by reading the proxy statement and other relevant documents regarding the proposed Merger, when it becomes available.  You may obtain free copies

of this document as described in the preceding paragraph.