Broadcom Annual Report 2023

Plain-text annual report

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K (MARK ONE) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the ﬁscal year ended October 29, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transion period from to Delaware (State or Other Jurisdicon of Incorporaon or Organizaon) Broadcom Inc. 3421 Hillview Ave CA 94304 Palo Alto, (650) 427-6000 (Exact Name of Registrant as Speciﬁed in Its Charter Address of Principal Execuve Oﬃces, Including Zip Code Registrant’s Telephone Number, Including Area Code) 001-38449 (Commission File Number) 35-2617337 (I.R.S. Employer Idenﬁcaon No.) Title of Each Class Common Stock, $0.001 par value Securies registered pursuant to Secon 12(b) of the Act: Trading Symbol(s) AVGO Name of Each Exchange on Which Registered The NASDAQ Global Select Market Securies registered pursuant to Secon 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as deﬁned in Rule 405 of the Securies Act. Yes ☑ No ☐ Indicate by check mark if the registrant is not required to ﬁle reports pursuant to Secon 13 or Secon 15(d) of the Act. Yes ☐ No ☑ Indicate by check mark whether the registrant (1) has ﬁled all reports required to be ﬁled by Secon 13 or 15(d) of the Securies Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to ﬁle such reports), and (2) has been subject to such ﬁling requirements for the past 90 days. Yes ☑ No ☐ Indicate by check mark whether the registrant has submied electronically every Interacve Data File required to be submied pursuant to Rule 405 of Regulaon S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such ﬁles). Yes ☑ No ☐ Indicate by check mark whether the registrant is a large accelerated ﬁler, an accelerated ﬁler, a non-accelerated ﬁler, a smaller reporng company, or an emerging growth company. See the deﬁnions of “large accelerated ﬁler,” “accelerated ﬁler,” “smaller reporng company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐ Non-accelerated ﬁler ☐ Smaller reporng company ☐ Emerging growth company ☐ Large accelerated ﬁler ☑ Accelerated ﬁler If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transion period for complying with any new or revised ﬁnancial accounng standards provided pursuant to Secon 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has ﬁled a report on and aestaon to its management’s assessment of the eﬀecveness of its internal control over ﬁnancial reporng under Secon 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounng ﬁrm that prepared or issued its audit report. ☑ If securies are registered pursuant to Secon 12(b) of the Act, indicate by check mark whether the ﬁnancial statements of the registrant included in the ﬁling reﬂect the correcon of an error to previously issued ﬁnancial statements. ☐ Indicate by check mark whether any of those error correcons are restatements that required a recovery analysis of incenve-based compensaon received by any of the registrant’s execuve oﬃcers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as deﬁned in Rule 12b-2 of the Act). Yes ☐ No ☑ The aggregate market value of vong and non-vong common equity held by non-aﬃliates as of April 28, 2023, based upon the closing sale price of such shares on The Nasdaq Global Select Market on such date was approximately $253.7 billion. As of November 24, 2023, there were 468,140,569 shares of our common stock outstanding. Documents Incorporated by Reference Porons of the registrant’s deﬁnive Proxy Statement for its 2024 Annual Meeng of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K. Table of Contents ITEM 1. ITEM 1A. ITEM 1B. ITEM 2. ITEM 3. ITEM 4. ITEM 5. ITEM 6. ITEM 7. ITEM 7A. ITEM 8. ITEM 9. ITEM 9A. ITEM 9B. ITEM 9C. ITEM 10. ITEM 11. ITEM 12. ITEM 13. ITEM 14. BROADCOM INC. 2023 ANNUAL REPORT ON FORM 10-K TABLE OF CONTENTS PART I. BUSINESS RISK FACTORS UNRESOLVED STAFF COMMENTS PROPERTIES LEGAL PROCEEDINGS MINE SAFETY DISCLOSURES PART II. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES [RESERVED] MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE CONTROLS AND PROCEDURES OTHER INFORMATION DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS PART III. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE EXECUTIVE COMPENSATION SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE PRINCIPAL ACCOUNTANT FEES AND SERVICES ITEM 15. ITEM 16. SIGNATURES EXHIBITS AND FINANCIAL STATEMENT SCHEDULES FORM 10-K SUMMARY PART IV. 1 Page 3 14 34 34 34 34 35 36 37 47 48 88 88 89 89 90 90 90 90 90 91 98 99 Table of Contents PART I The following discussion should be read in conjuncon with the consolidated ﬁnancial statements and notes thereto included elsewhere in this Annual Report on Form 10-K. This Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securies laws and parcularly in Item 1: “Business,” Item 1A: “Risk Factors,” Item 3: “Legal Proceedings” and Item 7: “Management’s Discussion and Analysis of Financial Condion and Results of Operaons” of this Annual Report on Form 10-K. These statements are indicated by words or phrases such as “ancipate,” “expect,” “esmate,” “seek,” “plan,” “believe,” “could,” “intend,” “will,” and similar words or phrases. These forward-looking statements may include projecons of ﬁnancial informaon; statements about historical results that may suggest trends for our business; statements of the plans, strategies, and objecves of management for future operaons; statements of expectaon or belief regarding future events (including any acquisions we may make), technology developments, our products, product sales, expenses, liquidity, cash ﬂow and growth rates, or enforceability of our intellectual property rights; any backlog; and the eﬀects of seasonality on our business. Such statements are based on current expectaons, esmates, forecasts and projecons of our industry performance and macroeconomic condions, based on management’s judgment, beliefs, current trends and market condions, and involve risks and uncertaines that may cause actual results to diﬀer materially from those contained in the forward-looking statements. We derive most of our forward-looking statements from our operang budgets and forecasts, which are based upon many detailed assumpons. While we believe that our assumpons are reasonable, we cauon that it is very diﬃcult to predict the impact of known factors, and it is impossible for us to ancipate all factors that could aﬀect our actual results. Accordingly, we cauon you not to place undue reliance on these statements. Material factors that could cause actual results to diﬀer materially from our expectaons are summarized and disclosed under “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K. Unless stated otherwise or the context otherwise requires, references to “Broadcom,” “we,” “our,” and “us” mean Broadcom Inc. and its consolidated subsidiaries. Our ﬁscal year ends on the Sunday closest to October 31 in a 52-week year and the ﬁrst Sunday in November in a 53-week year. We refer to our ﬁscal years by the calendar year in which they end. For example, the ﬁscal year ended October 29, 2023 was a 52-week year. 2 Table of Contents ITEM 1. BUSINESS Overview We are a global technology leader that designs, develops and supplies a broad range of semiconductor and infrastructure soware soluons. Our over 50- year history of innovaon dates back to our diverse origins from Hewle-Packard Company, AT&T, LSI Corporaon, Broadcom Corporaon, Brocade Communicaons Systems LLC, CA, Inc., Symantec Enterprise Security, and VMware, Inc. (“VMware”). Over the years, we have assembled a large team of semiconductor and soware design engineers around the world. We maintain design, product and soware development engineering resources at locaons in the U.S., Asia, Europe and Israel, providing us with engineering experse worldwide. We strategically focus our research and development resources to address niche opportunies in our target markets and leverage our extensive porolio of U.S. and other patents, and other intellectual property (“IP”) to integrate mulple technologies and create system-on-chip (“SoC”) component and soware soluons that target growth opportunies. We design products and soware that deliver high-performance and provide mission crical funconality. We develop semiconductor devices with a focus on complex digital and mixed signal complementary metal oxide semiconductor (“CMOS”) based devices and analog III-V based products. We have a history of innovaon in the semiconductor industry and oﬀer thousands of products that are used in end products such as enterprise and data center networking, home connecvity, set-top boxes (“STB”), broadband access, telecommunicaon equipment, smartphones and base staons, data center servers and storage systems, factory automaon, power generaon and alternave energy systems, and electronic displays. We diﬀerenate ourselves through our high performance design and integraon capabilies and focus on developing products for target markets where we believe we can earn aracve margins. Our infrastructure soware soluons enable customers to plan, develop, automate, manage, and secure applicaons across mainframe, distributed, mobile, and cloud plaorms. Many of the largest companies in the world, including most of the Fortune 500, and many government agencies rely on our soware soluons to help manage and secure their on-premise and hybrid cloud environments. Our porolio of industry-leading infrastructure and security soware is designed to modernize, opmize, and secure the most complex hybrid environments, enabling scalability, agility, automaon, insights, resiliency and security. We also oﬀer mission crical ﬁbre channel storage area networking (“FC SAN”) products and related soware in the form of modules, switches and subsystems incorporang mulple semiconductor products. In addion, the hybrid-cloud porolio we acquired with VMware helps enterprises simplify their informaon technology (“IT”) environments so they can increase business velocity and ﬂexibility. The VMware porolio spans hybrid cloud, app-delivery acceleraon, zero-trust security, and soware-deﬁned edge, making it easy for customers to run their mission-crical workloads across private, public and edge environments with security and resiliency. Business Strategy Our strategy is to combine best-of-breed technology leadership in semiconductor and infrastructure soware soluons, with unmatched scale, on a common sales and administrave plaorm to deliver a comprehensive suite of infrastructure technology products to the world’s leading business and government customers. We seek to achieve this through responsibly ﬁnanced acquisions of category-leading businesses and technologies, as well as invesng extensively in research and development, to ensure our products retain their technology leadership. This strategy results in a robust business model designed to drive diversiﬁed and sustainable operang and ﬁnancial results. Recent Development Acquision of VMware, Inc. On November 22, 2023, we acquired VMware in a cash-and-stock transacon (the “VMware Merger”), in which VMware stockholders received, in aggregate, approximately $30.8 billion in cash and 54.4 million shares of Broadcom common stock in exchange for all shares of VMware common stock issued and outstanding immediately prior to the closing. The preliminary total purchase consideraon for the VMware Merger was approximately $86.3 billion. We funded the cash poron of the VMware Merger consideraon with net proceeds from the issuance of $30.4 billion in term loans under a credit agreement that we entered into on August 15, 2023, as well as cash on hand. We assumed all outstanding VMware restricted stock unit (“RSU”) awards and performance stock unit awards held by connuing employees. The assumed awards were converted into approximately 5 million Broadcom RSU awards. All outstanding in-the-money VMware stock opons and RSU awards held by non- employee directors were accelerated and converted into the right to receive cash and shares of Broadcom common stock, in equal parts. All discussions and informaon in this Annual Report on Form 10-K regarding our business and ﬁnancial results relate solely to our operaons prior to the VMware Merger, unless otherwise indicated. 3 Table of Contents Products and Markets Semiconductor Soluons Semiconductors are made by imprinng a network of electronic components onto a semiconductor wafer. These devices are designed to perform various funcons such as processing, amplifying and selecvely ﬁltering electronic signals, controlling electronic system funcons and processing, and transming and storing data. Our digital and mixed signal products are based on silicon wafers with CMOS transistors oﬀering fast switching speeds and low power consumpon, which are both crical design factors for the markets we serve. We also oﬀer analog products, which are based on III-V semiconductor materials that have higher electrical conducvity than silicon, and thus tend to have beer performance characteriscs in radio frequency (“RF”), and optoelectronic applicaons. III-V refers to elements from the 3rd and 5th groups in the periodic table of chemical elements. Examples of these materials used in our products are gallium arsenide (“GaAs”) and indium phosphide (“InP”). We provide semiconductor soluons for managing the movement of data in data center, service provider, and enterprise networking applicaons. We provide a broad variety of RF semiconductor devices, wireless connecvity soluons, custom touch controllers and inducve charging soluons for the wireless market. We also provide semiconductor soluons for enabling the STB and broadband access applicaons and for enabling secure movement of digital data to and from host machines, such as servers, personal computers and storage systems, to the underlying storage devices, such as hard disk drives (“HDD”) and solid- state drives (“SSD”). Our product porolio ranges from discrete devices to complex sub-systems that include mulple device types and may also incorporate ﬁrmware for interfacing between analog and digital systems. In some cases, our products include mechanical hardware that interfaces with optoelectronic or capacive sensors. We focus on markets that require high quality and the technology leadership and integrated performance characterisc of our products. The table below presents our material semiconductor product families and their major end markets and applicaons during ﬁscal year 2023. Major End Markets Major Applicaons Broadband • STB and Broadband Access Material Product Families • STB SoCs • DSL/PON gateways • DOCSIS cable modem and networking infrastructure • DSLAM/PON opcal line terminaon • Wi-Fi access point SoCs Networking • Data Center, Service Provider, and Enterprise Networking • Ethernet switching and roung silicon Wireless • Mobile Device Connecvity Storage • Servers and Storage Systems • HDD and SSD Industrial • Factory Automaon, Renewable Energy and Automove Electronics • Custom silicon soluons • Opcal and copper PHYs • Fiber opc transmier and receiver components • RF front end modules and ﬁlters • Wi-Fi, Bluetooth, GPS/GNSS SoCs • Custom touch controllers • Inducve charging ASICs • SAS and RAID controllers and adapters • PCIe switches • Fibre channel host bus adapters • Ethernet NIC • Read channel based SoCs; Custom ﬂash controllers • Preampliﬁers • Optocouplers • Industrial ﬁber opcs • Industrial and medical sensors • Moon control encoders and subsystems • Light eming diode • Ethernet PHYs, switch ICs and camera microcontrollers Set-Top Box Soluons: We oﬀer complete SoC plaorm soluons for cable, satellite, Internet Protocol television, over-the-top and terrestrial STBs. Our products enable global service providers to introduce new and enhanced technologies and services in STBs, including transcoding, digital video recording funconality, higher deﬁnion video processing, increased networking capabilies, and more tuners to enable faster channel change and more simultaneous recordings. We are also enabling service providers in deploying High Eﬃciency Video Coding (“HEVC”), a video compression format that is a successor to the H.264/MPEG-4 format. HEVC enables ultra-high deﬁnion (“Ultra HD”), services by eﬀecvely doubling the capacity of 4 Table of Contents exisng networks to deploy new or exisng content. Our families of STB soluons support the complete range of resoluons, from standard deﬁnion, to high deﬁnion, and Ultra HD. Broadband Access Soluons: We oﬀer complete SoC plaorm soluons for digital subscriber line (“DSL”), cable, passive opcal networking (“PON”) and wireless local area network for both consumer premise equipment (“CPE”) and central oﬃce (“CO”) deployments. Our CPE devices are used in broadband modems, residenal gateways and Wi-Fi access points and routers. Our CO devices, including DSL Access Mulplexer (“DSLAM”), cable modem terminaon systems and PON opcal line terminaon medium access controller, are empowering modern operator broadband infrastructure. Our products enable global service providers to connue to deploy next generaon broadband access technologies across mulple standards, including G.fast, Data Over Cable Service Interface Speciﬁcaons (“DOCSIS”), PON and Wi-Fi to provide more bandwidth and faster speeds to consumers. Ethernet Switching & Roung: Ethernet is a ubiquitous interconnecon technology that enables high performance and cost eﬀecve networking infrastructure. We oﬀer a broad set of Ethernet switching and roung products that are opmized for data center, service provider and enterprise networks. In the data center market, our high capacity, low latency, switching silicon supports advanced protocols around virtualizaon and mul-pathing. Our Ethernet switching fabric technologies provide the ability to build highly scalable ﬂat networks supporng tens of thousands of servers. Our service provider switch porolio enables carrier networks to support priorized delivery of data traﬃc in the wireless backhaul, access, aggregaon and core of their networks. For enterprise networks, we oﬀer product families with secure, encrypted switching capabilies and support lower power modes that comply with industry standards around energy eﬃcient Ethernet. Custom Silicon Soluons: We provide advanced technology and IP plaorms for customers to design and develop applicaon speciﬁc integrated circuits (“ASICs”), targeng data center compute oﬄoad, legacy and new 5G radio infrastructure, and wired communicaon networks. Our custom silicon provides the plaorm to integrate embedded logic, memory, serializer/deserializer (“SerDes”) technology, IP cores and processor cores. The ASICs are custom products built to individual customers speciﬁcaons. Physical Layer Devices: These devices, also referred to as PHYs, are transceivers that enable the recepon and transmission of Ethernet data packets over a physical medium such as copper wire or opcal ﬁbers. Our high performance Ethernet transceivers are built upon a proprietary digital signal processing communicaon architecture opmized for high-speed network connecons and support the latest standards and advanced features, such as energy eﬃcient Ethernet, data encrypon and me synchronizaon. We also oﬀer a range of automove Ethernet products, including PHYs, switches and camera microcontrollers, to meet growing consumer demand for in-vehicle connecvity and smart vision. Fiber Opc Components: We supply a wide array of opcal components to the Ethernet networking, storage, and access, metro- and long-haul telecommunicaon markets. Our opcal components enable the high speed recepon and transmission of data through opcal ﬁbers. RF Semiconductor Devices: Our RF semiconductor devices selecvely ﬁlter, as well as amplify and route, RF signals. Filters enable modern wireless communicaon systems to support a large number of subscribers simultaneously by ensuring that the mulple transmissions and recepons of voice and data streams do not interfere with each other. We were among the ﬁrst to deliver commercial ﬁlm bulk acousc resonator (“FBAR”) ﬁlters that oﬀer technological advantages over compeng ﬁlter technologies, to allow mobile handsets to funcon more eﬃciently in today's congested RF spectrum. FBAR technology has a signiﬁcant market share within the cellular handset market. Our RF products include mul-chip module front-end modules that integrate transmit/receive switching and ﬁltering funcons for mulple frequency bands, ﬁlter modules and discrete ﬁlters, all using our proprietary FBAR technology. Our experse in FBAR technology, ampliﬁer design, and module integraon enables us to oﬀer industry-leading performance in cellular RF transceiver applicaons. Connecvity Soluons: Our connecvity soluons include discrete and integrated Wi-Fi and Bluetooth soluons, and global posioning system/global navigaon satellite system (“GPS/GNSS”) receivers, designed for use in mobile devices including smartphones, tablets and wearable products. Wi-Fi allows devices on a local area network to communicate wirelessly, adding the convenience of mobility to the ulity of high-speed data networks. We oﬀer a family of high performance, low power Wi-Fi chipsets. Bluetooth is a low power technology that enables direct connecvity between devices. We oﬀer a complete family of Bluetooth silicon and soware soluons that enable manufacturers to easily and cost-eﬀecvely add Bluetooth funconality to virtually any device. These soluons include combinaon chips that oﬀer integrated Wi-Fi and Bluetooth funconality, which provides signiﬁcant performance advantages over discrete soluons. We also oﬀer a family of GPS, assisted-GPS and GNSS semiconductor products, soware and data services. These products are part of a broader locaon plaorm that leverages a broad range of communicaons technologies, including Wi-Fi, Bluetooth and GPS, to provide more accurate locaon and navigaon capabilies. 5 Table of Contents Custom Touch Controllers: Our touch controllers process signals from touch screens in mobile handsets and tablets. Inducve Charging ASICs: Our custom inducve charging ASIC devices oﬀer high eﬃciency and are highly integrated soluons for mobile and wearable devices. SAS, RAID & PCIe Products: We provide serial aached small computer system interface (“SAS”) and redundant array of independent disks (“RAID”) controller and adapter soluons to server and storage system original equipment manufacturers (“OEMs”). These soluons enable secure and high speed data transmission between a host computer, such as a server, and storage peripheral devices, such as HDD, SSD and opcal disk drives and disk and tape-based storage systems. Some of these soluons are delivered as stand-alone semiconductors, typically as a controller. Other soluons are delivered as circuit boards, known as adapter products, which incorporate our semiconductors onto a circuit board with other features. RAID technology is a crical part of our server storage connecvity soluons as it provides protecon against the loss of crical data resulng from HDD failures. We also provide interconnect semiconductors that support the peripheral component interconnect express (“PCIe”) communicaon standards. PCIe is the primary interconnecon mechanism inside compung systems today. Fibre Channel Products: We provide ﬁbre channel host bus adapters, which connect host computers such as servers to FC SANs. Ethernet NIC Controllers: Our Ethernet network interface card (“NIC”) controllers are designed for high-performance virtualizaon, intelligent ﬂow processing, secure data center connecvity, and machine learning. HDD & SSD Products: We provide read channel-based SoCs and preampliﬁers to HDD OEMs. These are the crical chips required to read, write and protect data. An HDD SoC is an integrated circuit (“IC”) that combines the funconality of a read channel, serial interface, memory and a hard disk controller in a small, high-performance, low-power and cost-eﬀecve package. Read channels convert analog signals that are generated by reading the stored data on the physical media into digital signals. In addion, we sell preampliﬁers, which are complex, high speed, mixed signal devices that enable wring and reading data to and from the HDD heads. The preampliﬁer interfaces with the SoC to provide the electronics data path in a HDD. We also provide custom ﬂash controllers to SSD OEMs. An SSD stores data in ﬂash memory instead of on a hard disk, providing high speed access to the data. Flash controllers manage the underlying ﬂash memory in SSDs, performing crical funcons such as reading and wring data to and from the ﬂash memory and performing error correcon, wear leveling and bad block management. Industrial End Markets: We also provide a broad variety of products for the general industrial and automove markets, including optocouplers, industrial ﬁber opcs, industrial and medical sensors, moon encoders, light eming diode devices, and Ethernet ICs. Our industrial products are used in a diverse set of applicaons, spanning industrial automaon, power generaon and distribuon systems, medical systems and equipment, defense and aerospace, and vehicle subsystems including those used in electric vehicle powertrain, infotainment and advanced driver assistance system. Infrastructure Soware Our infrastructure soware soluons oﬀer customers greater choice and ﬂexibility to build, run, manage, connect and protect applicaons and data at scale across hybrid IT environments. Our mainframe soware provides market-leading DevOps, AIOps, Security, Workload Automaon, Data Management, and Foundaonal Soware soluons, that enable customers to embrace open tools and technologies, innovate with their mainframe as part of their hybrid cloud, and amplify the value of their mainframe investments. Our commitment to partnering with our customers extends beyond products and technology and includes unique Beyond Code programs that address challenges such as skills development, staﬃng, change management, and cost-saving iniaves that drive overall business success with the plaorm. Our distributed soware soluons enable global enterprises to opmize the planning, development and delivery of soware, powering their business crical digital services. Our soluons are designed to enable customers to innovate, improve customer experience, and drive proﬁtability by aligning business, development, and operaonal teams. Our products, organized in the domains of ValueOps, DevOps, and AIOps, deliver end-to-end visibility across all stages of the digital lifecycle and help our customers realize beer business outcomes and beer experiences for their customers. Our Symantec cyber security soware soluons help organizaons and governments secure against threats and compliance risks by protecng their users and data on any app, device, or network. Our integrated cyber defense approach simpliﬁes cyber security with comprehensive soluons designed to secure crical business assets across on-premises and cloud infrastructures. Our Symantec soluons ulize rich threat intelligence from a global network of security engineers, 6 Table of Contents threat analyst and researchers, as well as advanced arﬁcial intelligence (“AI”) and machine-learning engines, enabling customers to protect data, connect authorized users with trusted applicaons, and detect and respond to the most advanced targeted aacks. We also oﬀer mission crical FC SAN products designed to help customers reduce the cost and complexity of managing business informaon within a shared data storage environment, enabling high levels of availability of mission crical applicaons in the form of modules, switches and subsystems incorporang mulple semiconductor products. We deliver reliable and simpliﬁed management of these FC SAN products through our soware-based management tools designed to maximize upme, dramacally simplify storage area networking deployment and management, and provide high levels of visibility and insight into the storage network. The table below presents our soware porolios and their material oﬀerings during ﬁscal year 2023. Soware Porolio Porolio Descripon Major Porolio Oﬀerings Mainframe Soware • DevOps, AIOps, Security, Workload Automaon, Data Management, • Operaonal Analycs & Management and Foundaonal Soware Soluons • Beyond Code programs Distributed Soware • Soluons that opmize the planning, development and delivery of business crical services Symantec Cyber Security • Comprehensive threat protecon and compliance soluons that secure against threats and compliance risks by protecng users and data on any app, device, or network FC SAN Management • Soluons that transforms current storage networks with autonomous SAN capabilies • Workload Automaon • Database & Data Management • Applicaon Development & Tesng • Identy & Access Management • Compliance & Data Protecon • Security Insights • Skills Development and Staﬃng • Soware Raonalizaon and Migraon • Soware Eﬃciency and Cost Opmizaon Tools • Change Management Support • Technology Proof of Concepts • ValueOps • DevOps • AIOps • Endpoint Security • Network Security • Informaon Security • Identy Security • Fibre Channel Switch Payment Security • Arcot payment authencaon network powered by 3-D Secure • Payment Security Suite Operaonal Analycs & Management: These soluons combine big data, machine learning and AI with mainframe experse to deliver meaningful and aconable insights to augment and automate day-to-day operaons and deliver exceponal customer experiences. Workload Automaon: These soluons reduce manual eﬀort by enabling customers to proacvely opmize resources and orchestrate automaon across enterprise applicaons and systems. Databases & Data Management: These high-performance databases and management tools store, organize, and manage mainframe data to ensure opmal performance, eﬃcient administraon, and reliability of crical systems. Customers can also manage their mainframe data storage using modern mainframe soluons that securely store data on any device that customers choose, including the cloud. These soware-only soluons are designed to save on costs and maintain conﬁdence in data security. Applicaon Development & Tesng: These soluons enable customers to accelerate soware delivery while increasing code quality through the use of our agile processes and tools, and DevOps soluons. Our open-ﬁrst strategy helps customers modernize their mainframe environment through the use of open source and open applicaon programming technologies across people, process, tooling and applicaons, resulng in greater synergy and alignment with their corporate IT. Identy & Access Management: These soluons manage mainframe access and elevate it with modern pracces such as mul-factor authencaon and privileged user management, and support all external security managers. 7 Table of Contents Compliance & Data Protecon: These soluons protect crucial mainframe data to ensure compliance, idenfy risk, proacvely respond to potenal threats, and reduce those risks to lighten the load on security management with automated idenﬁcaon and authorizaon cleanup. Security Insights Plaorm: This soluon helps ensure a trusted environment for customers and their employees by quickly interpreng and assessing mainframe security posture, idenfying risks and developing remediaon steps on an ongoing and ad hoc basis. This data is available for use with in-house tools for security informaon and event management. Beyond Code Programs: These value-added oﬀerings go above and beyond the leading soware we provide to help ensure our customers get the most out of their mainframe investments. These oﬀerings unlock addional value for organizaons in areas like educang and upskilling the workforce, providing expert guidance and support for change events, uncovering opportunies to improve eﬃciency and save costs. ValueOps: This soluon delivers value stream management capabilies that enable customers to schedule, track, and manage work throughout its lifecycle from investment planning to execuon. It aligns business and development teams across the enterprise, increasing transparency, reducing ineﬃciencies, and improving me to value. DevOps: This soluon oﬀers capabilies that empower users of our agile processes and tools to track development progress and deploy releases conﬁdently with assurance of feature completeness, high-quality and reduced risk. Key stakeholders have a single view of key insights into release progress, health, quality, defect trends, and metrics that drive focus, gauge readiness, and help to ensure successful, quality releases. AIOps: This soluon combines applicaon, infrastructure and network monitoring and correlaon with intelligent remediaon capabilies to help customers create more resilient producon environments and improve customer experience. Endpoint Security: Endpoints are the crical last line of defense against cyber aackers. Our Symantec endpoint security soluons prevent, detect and respond to emerging threats across all devices and operang systems including laptops, desktops, tablets, mobile phones, servers and cloud workloads through an intelligent AI driven security console and single agent. Network Security: Email and web access are the lifeblood and essenal communicaon means for every modern organizaon. We have a full array of network security soluons, as well as a shared set of advanced threat protecon technologies to stop inbound and outbound threats targeng end users, informaon and key infrastructure. Informaon Security: Informaon protecon and compliance is crical to managing risk. We oﬀer integrated informaon security soluons, based on an eﬃcient, single-policy that can be applied across the enre environment, to help organizaons idenfy and protect risky users, applicaons and their most sensive data everywhere across endpoints, on-premises networks, cloud services and private applicaons. Identy Security: User idenes are under aack by cyber criminals hoping to exploit their access and privileges and do harm. We migate these aacks by posively idenfying legimate users, enforcing granular access control policies, and streamlining access governance to prevent unauthorized access to sensive resources and data. Fibre Channel Switch Products: Our Brocade Fibre Channel switch products provide interconnecon, bandwidth and high-speed switching between servers and storage devices which are in a FC SAN. FC SANs are networks dedicated to mission crical storage traﬃc, and enable simultaneous high speed and secure connecons among mulple host computers and mulple storage arrays. Payment Security Suite: This is a soware as a service (“SaaS”)-based payment authencaon service to help banks and merchants protect against fraud and ensure a hassle-free online shopping experience for their customers. Research and Development We are commied to connuous investment in product development and enhancement, with a focus on rapidly introducing new, proprietary products and releases. Many of our products have grown out of our own research and development eﬀorts, and have given us compeve advantages in certain target markets due to performance diﬀerenaon. However, we opportuniscally seek to enhance our capabilies through the acquision of engineers with complementary research and development skills and complementary technologies and businesses. We focus our research and development eﬀorts on the development of mission crical, innovave, sustainable and higher value product plaorms and those that improve the quality and stability in our broadly deployed products. We leverage our design capabilies in markets where we believe our innovaon and reputaon will allow us to earn aracve margins by developing high value-add products. 8 Table of Contents We plan to connue invesng in product development, both organically and through acquisions, to drive growth in our business. We also invest in process development and improvements to product features and funcons, as well as fabricaon capabilies to opmize processes for devices that are manufactured internally. Our ﬁeld applicaon engineers, design engineers, and product and soware development engineers are located in many places around the world, and in many cases near our top customers. This enhances our customer reach and our visibility into new product opportunies and, in the case of our semiconductor customers, enables us to support our customers in each stage of their product development cycle, from the early stages of producon design to volume manufacturing and future growth. By collaborang with our customers, we have opportunies to develop high value-added, customized products for them that leverage our exisng technologies. We ancipate that we will connue to make signiﬁcant research and development expenditures in order to maintain our compeve posion, and to ensure a connuous ﬂow of innovave and sustainable product plaorms. Customers, Sales and Distribuon We sell our products through our direct sales force and a select network of distributors and channel partners globally. Distributors and OEMs, or their contract manufacturers, typically account for the substanal majority of our semiconductor sales. A relavely small number of customers account for a signiﬁcant poron of our net revenue. Sales to distributors accounted for 57% and 56% of our net revenue for ﬁscal years 2023 and 2022, respecvely. We believe aggregate sales to our top ﬁve end customers, through all channels, accounted for approximately 35% of our net revenue for each of our ﬁscal years 2023 and 2022. We believe aggregate sales to Apple Inc., through all channels, accounted for approximately 20% of our net revenue for each of ﬁscal years 2023 and 2022. We expect to connue to experience signiﬁcant customer concentraon in future periods. The loss of, or signiﬁcant decrease in demand from, any of our top ﬁve end customers could have a material adverse eﬀect on our business, results of operaons and ﬁnancial condion. Many of our semiconductor customers design products in North America or Europe that are then manufactured in Asia. To serve customers around the world, we have strategically developed relaonships with large global electronic component distributors, complemented by a number of regional distributors with customer relaonships based on their respecve product ranges. We also sell our products to a wide variety of OEMs or their contract manufacturers. We have established strong relaonships with leading OEM customers across mulple target markets. Our direct sales force focuses on supporng our large OEM customers, and has specialized product and service knowledge that enables us to sell speciﬁc oﬀerings at key levels throughout a customer’s organizaon. Certain customers require us to contract with them directly and with speciﬁed intermediaries, such as contract manufacturers. Many of our major customer relaonships have been in place for many years and are oen the result of years of collaborave product development. This has enabled us to build our extensive IP porolio and develop crical experse regarding our customers’ requirements, including substanal system-level knowledge. This collaboraon has provided us with key insights into our customers' businesses and has enabled us to be more eﬃcient and producve and to beer serve our target markets and customers. Many of our customers and their contract manufacturers oen require me crical delivery of our products to mulple locaons around the world. With sales oﬃces located in various countries, our primary warehouse in Malaysia, and dedicated regional customer support call centers, where we address customer issues and handle logiscs and other order fulﬁllment requirements, we believe we are well-posioned to support our customers throughout the design, technology transfer and manufacturing stages across all geographies. Our soware customers are in most major industries worldwide, including banks, insurance companies, other ﬁnancial services providers, government agencies, global IT service providers, telecommunicaon providers, transportaon companies, manufacturers, technology companies, retailers, educaonal organizaons and health care instuons. Our customers generally consist of large enterprises that have compung environments from mulple vendors and are highly complex. We remain focused on strengthening relaonships and increasing penetraon within our exisng core, mainframe-centric, and Symantec endpoint customers and expanding the adopon of our enterprise soware oﬀerings with these customers. We believe our enterprise-wide license model will connue to oﬀer our customers reduced complexity, more ﬂexibility and an easier renewal process that will help drive revenue growth. Manufacturing Operaons We focus on maintaining an eﬃcient global supply chain and a variable, low-cost operang model. Accordingly, we outsource a majority of our manufacturing operaons, ulizing third-party foundry and assembly and test capabilies, as well as some of our corporate infrastructure funcons. The majority of our front-end wafer manufacturing operaons is outsourced to external foundries, including Taiwan Semiconductor Manufacturing Company Limited (“TSMC”). We use third-party contract manufacturers for a signiﬁcant majority of our assembly and test operaons, including TSMC, Advanced Semiconductor Engineering, Inc., Foxconn Technology Group, Amkor Technology, Inc. and Siliconware Precision Industries Co., Ltd. We use our internal fabricaon facilies for products ulizing our innovave and proprietary processes, such as our FBAR ﬁlters for wireless communicaons and our vercal-cavity surface eming laser and side eming lasers-based on GaAs and InP lasers for ﬁber opc communicaons, while outsourcing commodity processes such as standard CMOS. By doing so, we can protect our IP and accelerate me to market for our products. The majority of our internal III-V semiconductor wafer fabricaon is done in the U.S. and Singapore. 9 Table of Contents We also have a long history of operang in Asia where we manufacture and source the majority of our products and materials. We store the majority of our product inventory in our warehouse in Malaysia and our presence in Asia places us in close proximity to many of our customers’ manufacturing facilies. Manufacturing Materials and Suppliers Our manufacturing operaons employ a wide variety of semiconductors, electromechanical components and assemblies and raw materials. We purchase materials from hundreds of suppliers on a global basis. These purchases are generally on a purchase order basis and some parts are not readily available from alternate suppliers due to their unique design or the length of me and cost necessary for re-design or qualiﬁcaon. To address the potenal disrupon in our supply chain, we may use a number of techniques, including redesigning products for alternave components, making incremental or “lifeme” purchases, or qualifying more than one source of supply. Our long-term relaonships with our suppliers allow us to proacvely manage our technology development and product disconnuance plans, and to monitor our suppliers' ﬁnancial health. Some suppliers may, nonetheless, extend their lead mes, limit supplies, increase prices or cease to produce necessary parts for our products. If these are unique or highly specialized components, we may not be able to ﬁnd a substute quickly, or at all. Compeon The markets in which we parcipate are highly compeve. Our competors range from large, internaonal companies oﬀering a wide range of products to smaller companies specializing in narrow markets. The compeve landscape is changing as a result of a trend toward consolidaon within many industries, as some of our competors have merged with or been acquired by other competors, while others have begun collaborang with each other. We expect this consolidaon trend to connue. We expect compeon in the markets in which we parcipate to connue to increase as exisng competors improve or expand their product oﬀerings and as new companies enter the market. Addionally, our ability to compete eﬀecvely depends on a number of factors, including: quality, technical performance, price, product features, product system compability, system-level design capability, engineering experse, responsiveness to customers, new product innovaon, product availability, delivery ming and reliability, and customer sales and technical support. In the semiconductor market, we compete with integrated device manufacturers, fabless semiconductor companies, as well as the internal resources of large, integrated OEMs. Our primary competors are Advanced Micro Devices, Inc., Amlogic Inc., Analog Devices, Inc., Cisco Systems, Inc., GlobalFoundries Inc., Hamamatsu Photonics K.K., Heidenhain Corporaon, iC-Haus GmbH, Intel Corporaon, Lumentum Holdings Inc., MACOM Technology Soluons Holdings, Inc., Marvell Technology, Inc., MaxLinear, Inc., MediaTek Inc., Microchip Technology Incorporated, Mitsubishi Electric Corporaon, Murata Manufacturing Co., Ltd., NVIDIA Corporaon, NXP Semiconductors N.V., ON Semiconductor Corporaon, OSRAM Licht AG, Qorvo, Inc., Qualcomm Inc., Realtek Semiconductor Corp., Renesas Electronics Corporaon, Skyworks Soluons, Inc., STMicroelectronics N.V., Sumitomo Corporaon, Synapcs Incorporated, Texas Instruments, Inc., TDK- EPC Corporaon, Toshiba Corporaon, Wolfspeed, Inc. (f/k/a Cree, Inc.), and II-VI Incorporated. We compete based on the strength and experse of our high speed proprietary design experse, FBAR technology, ampliﬁer design, module integraon, proprietary materials processes, mulple storage protocols and mixed-signal design, our broad product porolio, support of key industry standards, reputaon for quality products, and our customer relaonships. In the infrastructure soware market, we compete with large enterprise soware vendors who connue to expand their product and service oﬀerings and consolidate oﬀerings into broad product lines, and smaller, niche players focused on speciﬁc markets. Our primary competors are Atlassian Corporaon, Plc, BeyondTrust Corporaon, BMC Soware Inc., Cisco Systems, Inc., CrowdStrike Holdings, Inc., CyberArk Soware, Ltd., Dino-Soware Corporaon, Internaonal Business Machines Corporaon, Microso Corporaon, New Relic, Inc., OpenText Corporaon, Oracle Corporaon, Proofpoint, Inc., Rocket Soware, Inc., SailPoint Technologies Holdings, Inc., Salesforce.com, Inc., ServiceNow, Inc., SolarWinds Corporaon, Splunk, Inc. and Zscaler, Inc. We compete based on the breadth of our enterprise management tools porolio, breadth and synergy of oﬀerings, our plaorm and hardware independence, our global reach, and our deep customer relaonships and industry experience. Intellectual Property Our success depends in part upon our ability to protect our IP. To accomplish this, we rely on a combinaon of IP rights, including patents, copyrights, trademarks, service marks, trade secrets and similar IP, as well as customary contractual protecons with our customers, suppliers, employees and consultants, and through security measures to protect our trade secrets. We believe our current product experse, key engineering talent and IP porolio provide us with a strong plaorm from which to develop applicaon speciﬁc products in key target markets. As of October 29, 2023, we had 15,400 U.S. and other patents and 910 U.S. and other pending patent applicaons. The expiraon dates of our patents range from 2023 to 2042, with a small number of patents expiring in the near future, none of 10 Table of Contents which are expected to be material to our IP porolio. We are not substanally dependent on any single patent or group of related patents. We focus our patent applicaon program to a greater extent on those invenons and improvements that we believe are likely to be incorporated into our products, as contrasted with more basic research. However, we do not know how many of our pending patent applicaons will result in the issuance of patents or the extent to which the examinaon process could require us to narrow our claims. We and our predecessors have also entered into a variety of IP licensing and cross-licensing arrangements that have both beneﬁted our business and enabled some of our competors. A poron of our revenue comes from IP licensing royalty payments and from ligaon selements relang to such IP. We also license third-party technologies that are incorporated into some elements of our design acvies, products and manufacturing processes. Historically, licenses of the third-party technologies used by us have generally been available to us on acceptable terms. The industries in which we compete are characterized by the existence of a large number of patents, copyrights, trademarks and trade secrets and by the vigorous pursuit, protecon and enforcement of IP rights, including by patent holding companies that do not make or sell products. Some of our customer agreements require us to indemnify our customers for third-party IP infringement claims arising from our products. Claims of this sort could harm our relaonships with our customers and might deter future customers from doing business with us. With respect to any IP rights claims against us or our customers or distributors, we may be required to defend ourselves or our customers or distributors in ligaon, cease manufacturing the infringing products, pay damages, expend resources to develop non-infringing technology, seek a license which may not be available on commercially reasonable terms or at all, or relinquish patents or other IP rights. With respect to our infrastructure soware, the proprietary porons of our source code for our products are protected both as a trade secret and as copyrighted works. Except with respect to soware components that are subject to open source licenses, our customers do not generally have access to the source code for our products. Rather, on-premise customers typically access only the executable code for our products, and SaaS customers access only the funconality of our SaaS oﬀerings. Under certain conngent circumstances, some of our customers are beneﬁciaries of a source code escrow arrangement that would enable them to obtain a limited right to access and use our source code if speciﬁc condions are met. Employees Our connued success depends on our ability to aract, movate and retain our workforce in a highly compeve labor market. Speciﬁcally, as the source of our technological and product innovaons, our engineering and technical personnel are a crical asset. We measure our employees’ engagement by our voluntary arion rate and employee feedback. Our global voluntary arion rate in ﬁscal year 2023 was approximately 3.3%, well below the technology industry benchmark (AON, 2023 Salary Increase and Turnover Study — Second Edion, September 2023). We also track the poron of our workforce in research and development roles. As of October 29, 2023, we had approximately 20,000 employees worldwide, with approximately 63% in research and development roles. By geography, approximately 54% of our employees are located in North America, 34% in Asia, and 12% in Europe, the Middle East and Africa. Governmental Regulaon Our semiconductor manufacturing operaons and research and development involve the use of hazardous substances and are regulated under internaonal, federal, state and local laws governing health, safety and the environment. These regulaons include limitaons on discharge of pollutants to air, water, and soil; remediaon requirements; product chemical content limitaons; manufacturing chemical use and handling restricons; polluon control requirements; waste minimizaon consideraons; and treatment, transport, storage and disposal of solid and hazardous wastes. We are also subject to regulaon by the U.S. Occupaonal Safety and Health Administraon and similar health and safety laws in other jurisdicons. We believe that our properes and operaons at our facilies comply in all material respects with applicable environmental laws and worker health and safety laws. However, the risk of environmental liabilies cannot be completely eliminated and there can be no assurance that the applicaon of environmental, health and safety laws to our business will not require us to incur signiﬁcant expenditures. We are also regulated under a number of internaonal, federal, state and local laws regarding recycling, product packaging and product content requirements, including legislaon enacted in the U.S., European Union and China, among a growing number of jurisdicons, which have placed greater restricons on the use of lead, among other restricted substances, in electronic products, which aﬀects materials composion and semiconductor packaging. In addion, our business is subject 11 Table of Contents to various import/export regulaons, such as the U.S. Export Administraon Regulaons, and applicable execuve orders, and rules of industrial standards bodies, like the Internaonal Organizaon for Standardizaon, as well as regulaon by other agencies, such as the U.S. Federal Trade Commission (“FTC”). These laws, regulaons and orders are complex, may change frequently and with limited noce, have generally and may connue to become more stringent over me. We may incur signiﬁcant expenditures in future periods as a result. Seasonality Historically, our net revenue has typically been higher in the second half of the ﬁscal year than in the ﬁrst half, primarily due to seasonality in our wireless communicaons products. These products have historically experienced seasonality due to launches of new mobile devices manufactured by our OEM customers. However, from me to me, typical seasonality and industry cyclicality are overshadowed by other factors such as wider macroeconomic eﬀects, the ming of signiﬁcant product transions and launches by large OEMs, parcularly with our wireless communicaons products. We have a diversiﬁed business porolio and we believe that our overall revenue is less suscepble to seasonal variaons as a result of this diversiﬁcaon. Other Informaon Our website is www.broadcom.com. You may access our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other reports (and amendments thereto) ﬁled or furnished pursuant to Secon 13(a) or 15(d) of the Securies Exchange Act of 1934 (the “Exchange Act”) with the Securies and Exchange Commission (the “SEC”), as well as proxy statements ﬁled by Broadcom, free of charge at the “Investor Center - SEC Filings” secon of our website at www.broadcom.com, as soon as reasonably praccable aer such material is electronically ﬁled with, or furnished to, the SEC. Such periodic reports, proxy statements and other informaon are also available at the SEC’s website at www.sec.gov. The reference to our website address does not constute incorporaon by reference of the informaon contained on or accessible through our website. Informaon About Our Execuve Oﬃcers The following table provides informaon regarding our execuve oﬃcers as of December 14, 2023: Name and Title Hock E. Tan Kirsten M. Spears Mark D. Brazeal Charlie B. Kawwas, Ph.D. Age 72 59 55 53 Posion and Oﬃces President, Chief Execuve Oﬃcer and Director Chief Financial Oﬃcer and Chief Accounng Oﬃcer Chief Legal and Corporate Aﬀairs Oﬃcer President, Semiconductor Soluons Group Hock E. Tan has served as our President and Chief Execuve Oﬃcer since March 2006. He was President and Chief Execuve Oﬃcer at Integrated Circuit Systems, Inc. (“ICS”), a publicly traded ming soluons IC company, from 1999 unl its acquision by Integrated Device Technology, Inc. in 2005. He also held several execuve leadership posions at ICS, including Chief Operang Oﬃcer from 1996 to 1999 and Senior Vice President and Chief Financial Oﬃcer from 1995 to 1999. He was Vice President of Finance at Commodore Internaonal, Ltd. from 1992 to 1994, and held senior management posions at PepsiCo, Inc. and General Motors Corporaon. He was also managing director of Pacven Investment, Ltd., a venture capital fund in Singapore, from 1988 to 1992, and was managing director of Hume Industries Ltd. in Malaysia from 1983 to 1988. Kirsten M. Spears has served as our Chief Financial Oﬃcer and Chief Accounng Oﬃcer since December 2020. She served as our Principal Accounng Oﬃcer from March 2016 to December 2020 and Vice President and Corporate Controller from May 2014 to December 2020. She was Vice President and Corporate Controller at LSI Corporaon from 2007 unl its acquision by us in 2014. She held several management posions in accounng and reporng at LSI from 1997 to 2007. She also worked for PriceWaterhouseCoopers prior to joining LSI. Mark D. Brazeal has served as our Chief Legal and Corporate Aﬀairs Oﬃcer since December 2021. He served as our Chief Legal Oﬃcer from March 2017 to December 2021. He was Chief Legal Oﬃcer and Senior Vice President, IP Licensing for SanDisk Corporaon from 2014 unl its acquision by Western Digital Corporaon in 2016. He held several senior legal posions at Broadcom Corporaon from 2000 to 2014, including Senior Vice President and Senior Deputy General Counsel in charge of all commercial, operaonal, IP licensing and ligaon maers. He was also an aorney in the transaconal and IP groups at the law ﬁrms of Wilson Sonsini Goodrich & Rosa, Yuasa & Hara and Howrey & Simon prior to joining Broadcom Corporaon. Charlie B. Kawwas has served as our President, Semiconductor Soluons Group since July 2022. He served as our Chief Operang Oﬃcer from December 2020 to July 2022, Senior Vice President and Chief Sales Oﬃcer from June 2015 to December 2020 and Senior Vice President, Worldwide Sales from May 2014 to June 2015. He was head of worldwide sales at 12 Table of Contents LSI Corporaon from 2010 unl its acquision by us in 2014. He held several execuve leadership posions at LSI from 2007 to 2010, including Vice President of Sales and Markeng for the networking division and Vice President of Markeng for the networking and storage products group. He was also the leader of Product Line Management for the Opcal Ethernet and Mul-service Edge porolio at Nortel Networks Corporaon prior to joining LSI. 13 Table of Contents ITEM 1A. RISK FACTORS Our business, operaons and ﬁnancial results are subject to various risks and uncertaines, including those described below, that could adversely aﬀect our business, ﬁnancial condion, results of operaons, cash ﬂows, and the trading price of our common stock. The following material factors, among others, could cause our actual results to diﬀer materially from historical results and those expressed in forward-looking statements made by us or on our behalf in ﬁlings with the SEC, press releases, communicaons with investors and oral statements. Risk Factors Summary The following is a summary of the principal risks that could adversely aﬀect our business, operaons and ﬁnancial results. Risks Related to Our Business • Adverse global economic condions could have a negave eﬀect on us. • Our business is subject to various governmental regulaons and trade restricons. Compliance with these regulaons may cause us to incur signiﬁcant expense and, if we fail to maintain compliance, we may be forced to cease manufacture and distribuon of certain products or subjected to administrave proceedings and civil or criminal penales. • • Global polical and economic condions and other factors related to our internaonal operaons could adversely aﬀect us. The failure to realize the expected beneﬁts from the VMware Merger may adversely aﬀect our business and the value of our common stock. • We may pursue acquisions, investments, joint ventures and disposions, which could adversely aﬀect our results of operaons. • We are subject to risks associated with our distributors and other channel partners, including product inventory levels and product sell-through. • We are dependent on senior management and if we are unable to aract and retain qualiﬁed personnel, we may not be able to execute our business strategy eﬀecvely. • An impairment of the conﬁdenality, integrity, or availability of our IT systems, or those of one or more of our corporate infrastructure vendors, could have a material adverse eﬀect on our business. • We operate in the highly cyclical semiconductor industry. • • The majority of our sales come from a small number of customers and a reducon in demand or loss of one or more of our signiﬁcant customers may adversely aﬀect our business. Dependence on contract manufacturing and suppliers of crical components within our supply chain may adversely aﬀect our ability to bring products to market. • We purchase a signiﬁcant amount of the materials used in our products from a limited number of suppliers. • Failure to adjust our manufacturing and supply chain to accurately meet customer demand could adversely aﬀect our results of operaons. • Winning business in the semiconductor soluons industry is subject to a lengthy process that oen requires us to incur signiﬁcant expense, from which we may ulmately generate no revenue. • A prolonged disrupon of our manufacturing facilies, research and development facilies, warehouses or other signiﬁcant operaons, or those of our suppliers, could have a material adverse eﬀect on us. • We may be unable to maintain appropriate manufacturing capacity or product yields at our own manufacturing facilies. • We may be involved in legal proceedings, including IP, securies ligaon, and employee-related claims that could adversely aﬀect our business. • • • • • If demand for our data center virtualizaon products is less than ancipated, our business could be adversely aﬀected. The growth of our soware business depends on customer acceptance of our newer products and services. Incompability of our soware products with operang environments, plaorms, or third-party products, demand for our products and services could decrease. Failure to enter into soware license agreements on a sasfactory basis could adversely aﬀect us. Licensed third party soware used in our products may not be available to us in the future, which may delay product development and producon or cause us to incur addional expense. 14 Table of Contents • Our use of open source soware in certain products and services could materially adversely aﬀect our business, ﬁnancial condion and results of operaons. • Failure of our soware products to manage and secure IT infrastructures and environments could have a material adverse eﬀect on our business. • Our sales to government customers subject us to uncertaines and governmental regulaons, which could have a material adverse eﬀect on our business. • Failure to eﬀecvely manage our products and services lifecycles could harm our business. • Our operang results are subject to substanal quarterly and annual ﬂuctuaons. • Compeon in our industries could prevent us from growing our revenue. • Our ability to maintain or improve gross margin. • Our ability to protect the signiﬁcant amount of IP in our business. • We are subject to warranty claims, product recalls and product liability. • The complexity of our products could result in unforeseen delays or expense or undetected defects or bugs. • We make substanal investments in research and development and unsuccessful investments could materially adversely aﬀect our business, ﬁnancial condion and results of operaons. • We collect, use, store, or otherwise process personal informaon, which subjects us to privacy and data security laws and contractual commitments, and our actual or perceived failure to comply with such laws and commitments could harm our business. • We are subject to environmental, health and safety laws, which could increase our costs, restrict our operaons and require expenditures. • Environmental, social and governance maers may adversely aﬀect our relaonships with customers and investors. • • The average selling prices of semiconductor products in our markets have oen decreased rapidly and may do so in the future. Fluctuaons in foreign exchange rates could result in losses. Risks Relang to Taxes • Changes in tax legislaon or policies could materially impact our ﬁnancial posion and results of operaons. • Our corporate income taxes could signiﬁcantly increase if we are unable to maintain our tax concessions or if our assumpons and interpretaons regarding tax laws and concessions prove to be incorrect. • Our income taxes and overall cash tax costs are aﬀected by a number of factors that could materially, adversely aﬀect ﬁnancial results. • We have potenal tax liabilies as a result of VMware’s former controlling ownership by Dell, which could have an adverse eﬀect on our ﬁnancial condion and operang results. Risks Relang to Our Indebtedness • Our substanal indebtedness could adversely aﬀect our ﬁnancial health and our ability to execute our business strategy. • • The instruments governing our indebtedness impose certain restricons on our business. Servicing our debt requires a signiﬁcant amount of cash, and we may not have suﬃcient cash ﬂows from our business to pay our substanal debt. Risks Relang to Owning Our Common Stock • • • • Volality of our stock price could result in substanal losses for our investors as well as class acon ligaon against us and our management. The amount and frequency of our stock repurchases may ﬂuctuate. A substanal amount of our stock is held by a small number of large investors. There can be no assurance that we will connue to declare cash dividends. For a more complete discussion of the material risks facing our business, see below. 15 Table of Contents Risks Related to Our Business Adverse global economic condions could have a negave eﬀect on our business, results of operaons and ﬁnancial condion and liquidity. A general slowdown in the global economy, including a recession, or in a parcular region or industry, an increase in trade tensions with U.S. trading partners, inﬂaon or a ghtening of the credit markets could negavely impact our business, ﬁnancial condion and liquidity. Adverse global economic condions have from me to me caused or exacerbated signiﬁcant slowdowns in the industries and markets in which we operate, which have adversely aﬀected our business and results of operaons. Macroeconomic weakness and uncertainty also make it more diﬃcult for us to accurately forecast revenue, gross margin and expenses, and may make it more diﬃcult to raise or reﬁnance debt. An escalaon of trade tensions between the U.S. and China has resulted in trade restricons, increased proteconism and increased tariﬀs that harm our ability to parcipate in Chinese markets or compete eﬀecvely with Chinese companies. Sustained uncertainty about, or worsening of, current global economic condions and further escalaon of trade tensions between the U.S. and its trading partners, especially China, and possible decoupling of the U.S. and China economies, could result in a global economic slowdown and long-term changes to global trade. Such events may also (i) cause our customers and consumers to reduce, delay or forgo technology spending, (ii) result in customers sourcing products from other suppliers not subject to such restricons or tariﬀs, (iii) lead to the insolvency or consolidaon of key suppliers and customers, and (iv) intensify pricing pressures. Any or all of these factors could negavely aﬀect demand for our products and our business, ﬁnancial condion and results of operaons. Our business is subject to various governmental regulaons, and compliance with these regulaons may cause us to incur signiﬁcant expense. If we fail to maintain compliance with applicable regulaons, we may be forced to cease the manufacture and distribuon of certain products, and we could be subject to administrave proceedings and civil or criminal penales. Our business is subject to various domesc and internaonal laws and other legal requirements, including an-compeon and import/export regulaons, such as the U.S. Export Administraon Regulaons, and applicable execuve orders. These laws, regulaons and orders are complex, may change frequently and with limited noce, and have generally and may connue to become more stringent over me. We may be required to incur signiﬁcant expense to comply with, or to remedy violaons of, these regulaons. In addion, if our customers fail to comply with these regulaons, we may be required to suspend sales to these customers, which could damage our reputaon and negavely impact our results of operaons. The U.S. government may also add companies to its restricted enty list and/or technologies to its list of prohibited exports to speciﬁc countries, which have had and may connue to have an adverse eﬀect on our ability to sell our products and our revenue. For example, Huawei Technologies Co., Ltd., one of our customers, is subject to certain U.S. export restricons, which has required us to suspend sales to Huawei unl we obtain licenses from the U.S. Department of Commerce. We may be unable to obtain or maintain the necessary licenses to allow us to export products to them. These restricve governmental acons and any similar measures that may be imposed on U.S. companies by other governments, especially in light of ongoing trade tensions with China, will likely limit or prevent us from doing business with certain of our customers or suppliers and harm our ability to compete eﬀecvely or otherwise negavely aﬀect our ability to sell our products, and adversely aﬀect our business and results of operaons. Furthermore, government authories may take retaliatory acons, impose condions for the supply of products or require the license or other transfer of intellectual property, which could have a material adverse eﬀect on our business. Our products and operaons are also subject to regulaon by U.S. and non-U.S. regulatory agencies, such as the FTC. From me to me, we may also be involved or required to parcipate in regulatory invesgaons or inquiries, such as the ongoing invesgaon by the Korean Fair Trade Commission into certain of our contracng and business pracces, which may evolve into legal or other administrave proceedings. Growing public concern over concentraon of economic power in corporaons is likely to result in increased an-compeon legislaon, regulaon, administrave rule making, and enforcement acvity. Involvement in regulatory invesgaons or inquiries, can be costly, lengthy, complex and me consuming, diverng the aenon and energies of our management and technical personnel. If any pending or future governmental invesgaons result in an unfavorable resoluon, we could be required to cease the manufacture and sale of the subject products or technology, pay ﬁnes or disgorge proﬁts or other payments, and/or cease certain conduct and/or modify our contracng or business pracces, which could have a material adverse eﬀect on our business, ﬁnancial condion and results of operaons. We may be obligated to indemnify our current or former directors or employees, or former directors or employees of companies that we have acquired, in connecon with regulatory invesgaons. These liabilies could be substanal and may include, among other things, the cost of government, law enforcement or regulatory invesgaons and civil or criminal ﬁnes and penales. In addion, the manufacture and distribuon of our semiconductors must comply with various laws and adapt to changes in regulatory requirements as they occur. For example, if a country in which our products are manufactured or sold sets technical standards that are not widely shared, it may require us to stop distribung our products commercially unl they comply with such new standards, lead certain of our customers to suspend imports of their products into that country, require manufacturers in that country to manufacture products with diﬀerent technical standards and disrupt cross-border 16 Table of Contents manufacturing relaonships, any of which could have a material adverse eﬀect on our business, ﬁnancial condion and results of operaons. If we fail to comply with these requirements, we could also be required to pay civil penales or face criminal prosecuon. Global polical and economic condions and other factors related to our internaonal operaons could adversely aﬀect our business, ﬁnancial condion and results of operaons. A majority of our products are produced, sourced and sold internaonally and our internaonal revenue represents a signiﬁcant percentage of our overall revenue. In addion, as of October 29, 2023, nearly 49% of our employees were located outside the U.S. Mulple factors relang to our internaonal operaons and to parcular countries in which we operate could have a material adverse eﬀect on our business, ﬁnancial condion and results of operaons. These factors include: • • • • • • • • • changes in polical, regulatory, legal or economic condions or geopolical turmoil (including China-Taiwan relaons), including terrorism, war or polical or military coups, state-sponsored or polically movated cyber-aacks, or civil disturbances or polical instability (foreign and domesc); restricve governmental acons, such as restricons on the transfer or repatriaon of funds and foreign investments, data privacy regulaons, imposion of climate change regulaons, and trade protecon measures, including increasing proteconism, import/export restricons (including with regards to advanced technologies), import/export dues and quotas, trade sancons and customs dues and tariﬀs, all of which have increased in recent years; diﬃculty in obtaining product distribuon and support, and transportaon delays; potenal inability to localize soware products; diﬃculty in enforcing contracts, collecng accounts receivables and maintaining appropriate ﬁnancial control; diﬃculty in conducng due diligence with respect to business partners; public health or safety concerns, medical epidemics or pandemics, such as COVID-19, and other natural- or man-made disasters; naonalizaon of businesses and expropriaon of assets; and changes in U.S. and foreign tax laws. A signiﬁcant legal risk associated with conducng business internaonally is compliance with the various and diﬀering laws and regulaons of the many countries in which we do business. In addion, the laws in various countries are constantly evolving and may, in some cases, conﬂict with each other or with agreements we have made in one or more jurisdicons. Although our policies prohibit us, our employees and our agents from engaging in unethical business pracces, there can be no assurance that all of our employees, distributors or other agents will refrain from acng in violaon of our related an-corrupon or other policies and procedures. Any such violaon could have a material adverse eﬀect on our business. Failure to realize the beneﬁts expected from the VMware Merger could adversely aﬀect our business and the value of our common stock. As part of our integraon of the VMware business, we plan to focus on VMware’s core business of creang private and hybrid cloud environments among large enterprises globally and divesng non-core assets. If VMware customers do not accept this plan, the investments we have made or may make to implement this plan may be of no or limited value, we may lose customers, our ﬁnancial results may be adversely aﬀected and our stock price may suﬀer. Although we expect signiﬁcant beneﬁts to result from the VMware Merger, there can be no assurance that we will actually realize these beneﬁts. Achieving these beneﬁts will depend, in part, on our ability to integrate VMware's business successfully and eﬃciently. The challenges involved in this integraon, which are complex and me consuming, include the following: • • • • • preserving customer and other important relaonships of VMware and aracng new business and operaonal relaonships; integrang ﬁnancial forecasng and controls, procedures and reporng cycles; consolidang and integrang corporate, informaon technology, ﬁnance and administrave infrastructures; coordinang sales and markeng eﬀorts to eﬀecvely posion our capabilies; coordinang and integrang operaons in countries in which we have not previously operated; 17 Table of Contents • • reorienng the VMware sales and markeng force to align with the change in strategy and eﬀecvely posion the business; and integrang the VMware workforce, including managing employee transions and arion, maintaining employee morale and retaining key employees. If we do not successfully manage these issues and the other challenges inherent in integrang an acquired business, then we may not achieve the ancipated beneﬁts of the VMware Merger within our ancipated meframe or at all and our revenue, expenses, operang results, ﬁnancial condion and stock price could be materially adversely aﬀected. The successful integraon of the VMware business will require signiﬁcant management aenon both before and aer the compleon of the VMware Merger, and may divert the aenon of management from our business and operaonal issues. We may pursue acquisions, investments, joint ventures and disposions, which could adversely aﬀect our results of operaons. Our growth strategy includes acquiring or invesng in businesses that oﬀer complementary products, services and technologies, or enhance our market coverage or technological capabilies. Any acquisions we may undertake, including the VMware Merger, and their integraon involve risks and uncertaines, such as: • • • • • • • • • unexpected delays, challenges and related expenses, and disrupon of our business; diversion of management’s aenon from daily operaons and the pursuit of other opportunies; incurring signiﬁcant restructuring charges and amorzaon expense, assuming liabilies (some of which may be unexpected) and ongoing or new lawsuits, potenal impairment of acquired goodwill and other intangible assets, and increasing our expenses and working capital requirements; the potenal for deﬁciencies in internal controls at the acquired business, as well as implemenng our own management informaon systems, operang systems and internal controls for the acquired operaons; our due diligence process may fail to idenfy signiﬁcant issues with the acquired business’ products, ﬁnancial disclosures, accounng pracces, legal, tax and other conngencies, compliance with local laws and regulaons (and interpretaons thereof) in the U.S. and mulple internaonal jurisdicons; addional acquision-related debt, which could increase our leverage and potenally negavely aﬀect our credit rangs resulng in more restricve borrowing terms or increased borrowing costs thereby liming our ability to borrow; diluon of stock ownership of exisng stockholders; diﬃcules integrang the acquired business or company and in managing and retaining acquired employees, vendors and customers; and inaccuracies in our original esmates and assumpons used to assess a transacon, which may result in us not realizing the expected ﬁnancial or strategic beneﬁts of any such transacon. In addion, current and future changes to the U.S. and foreign regulatory approval process and requirements related to acquisions may cause approvals to take longer than ancipated, not be forthcoming or contain burdensome condions, which may prevent the transacon or jeopardize, delay or reduce the ancipated beneﬁts of the transacon, and impede the execuon of our business strategy. From me to me, we may also seek to divest or wind down porons of our business, either acquired or otherwise, or we may exit minority investments, any of which could materially aﬀect our cash ﬂows and results of operaons. Such disposions involve risks and uncertaines, including our ability to sell such businesses on terms acceptable to us, or at all, disrupon to other parts of our business, potenal loss of employees or customers, or exposure to unancipated liabilies or ongoing obligaons to us following any such disposions. In addion, disposions may include the transfer of technology and/or the licensing of certain IP rights to third-party purchasers, which could limit our ability to ulize such IP rights or assert these rights against such third-party purchasers or other third pares. We are subject to risks associated with our distributors and other channel partners, including product inventory levels and product sell-through. We sell our products through a direct sales force and a select network of distributors and other channel partners globally. Sales to distributors accounted for 57% of our net revenue in the ﬁscal year ended October 29, 2023 and are subject to a number of risks, including: 18 Table of Contents • • • • • ﬂuctuaons in demand based on our distributors’ product inventory levels and end customer demand; our distributors and other channel partners are generally not subject to minimum sales requirements or any obligaon to market our products to their customers; our distributors and other channel partners agreements are generally nonexclusive and may be terminated at any me without cause; our lack of control over the ming of delivery of our products to end customers; and our distributors and other channel partners may market and distribute compeng products and may place greater emphasis on the sale of these products. We expect our dependence on channel partners will increase following the VMware Merger. Failure to maintain good relaonships with our distributors and channel partners could adversely impact our business. In addion, we sell our semiconductor products through an increasingly limited number of distributors, which exposes us to addional customer concentraon and related credit risks. We do not always have a direct relaonship with the end customers of our products. As a result, our semiconductor products may be used in applicaons for which they were not necessarily designed or tested, including, for example, medical devices, and they may not perform as ancipated in such applicaons. In such event, failure of even a small number of parts could result in signiﬁcant liabilies to us, damage our reputaon and harm our business and results of operaons. Our business would be adversely aﬀected by the departure of exisng members of our senior management team. Our success depends, in large part, on the connued contribuons of our senior management team, and in parcular, the services of Hock E. Tan, our President and Chief Execuve Oﬃcer. Eﬀecve succession planning is also important for our long-term success. Failure to ensure eﬀecve transfers of knowledge and smooth transions involving senior management could hinder our strategic planning and execuon. None of our senior management is bound by wrien employment contracts. In addion, we do not currently maintain key person life insurance covering our senior management. The loss of any of our senior management could harm our ability to implement our business strategy and respond to the rapidly changing market condions in which we operate. If we are unable to aract and retain qualiﬁed personnel, especially our engineering and technical personnel, we may not be able to execute our business strategy eﬀecvely. Our future success depends on our ability to aract, retain and movate qualiﬁed personnel. As the source of our technological and product innovaons, our engineering and technical personnel (including cyber security experts) are a signiﬁcant asset. Compeon for these employees is signiﬁcant in many areas of the world in which we operate, parcularly in Silicon Valley and Southeast Asia where qualiﬁed engineers are in high demand. In addion, current or future immigraon laws may make it more diﬃcult to hire or retain qualiﬁed engineers, further liming the pool of available talent. We believe equity awards provide a powerful long-term retenon incenve and have historically granted these awards to the substanal majority of our employees. If we are unable to connue our current equity granng philosophy, this could impair our eﬀorts to aract and retain necessary personnel. Any inability to retain, aract or movate such personnel and provide compeve employment beneﬁts could have a material adverse eﬀect on our business, ﬁnancial condion and results of operaons. An impairment of the conﬁdenality, integrity, or availability of our IT systems, or those of one or more of our corporate infrastructure vendors could have a material adverse eﬀect on our business. Our business depends on a wide variety of complex IT systems and services, including cloud-based and other crical corporate services relang to, among other things, product research and development, ﬁnancial reporng, product orders and fulﬁllment, HR, beneﬁt plan administraon, IT network management, and electronic communicaon and collaboraon services. These systems and services are both internally managed and outsourced, and in many cases we rely upon third-party data centers. Any failure of these internal or third-party systems and services to operate eﬀecvely could disrupt our operaons and could have a material adverse eﬀect on our business, ﬁnancial condion and results of operaons. Our operaons are dependent upon our ability to protect our IT infrastructure against damage from business connuity events that could have a signiﬁcant disrupve eﬀect. Although these systems are designed to protect and secure our customers’, suppliers’ and employees’ conﬁdenal informaon, as well as our own proprietary informaon, we are, out of necessity, dependent on our vendors to adequately address cyber security threats to their own systems. In addion, soware products we use and technologies produced by us have occasionally had in the past and may have in the future, vulnerabilies that, if le unmigated, could reduce the overall level of security of the systems on which the soware is installed. Cyber-aacks are increasing in number and sophiscaon, are well-ﬁnanced, in some cases supported by state actors, and are designed to not only aack, but also to evade detecon. Since the techniques used to obtain unauthorized access to systems, or to otherwise sabotage them, change frequently and are oen not recognized unl launched against a target, we 19 Table of Contents may be unable to ancipate these techniques or to implement adequate preventave measures. As a crical vendor in the digital supply chain for both governmental enes and crical infrastructure operators, we and our products may be targeted by those seeking to threaten the conﬁdenality, integrity and availability of systems supporng essenal public services. Geopolical instability may increase the likelihood that we will experience direct or collateral consequences from cyber conﬂicts between naon-states or other polically movated actors targeng crical technology infrastructure. Accidental or willful security breaches or other unauthorized access to our informaon systems or the systems of our service providers and business partners, or the existence of computer viruses or malware (such as ransomware) in our or their data or soware have in the past, and could in the future, expose us to a risk of informaon loss, business disrupon, and misappropriaon of proprietary and conﬁdenal informaon, including informaon relang to our products or customers and the personal informaon of our employees or third pares. Such an event could disrupt our business and result in, among other things, unfavorable publicity, damage to our reputaon, loss of our trade secrets and other compeve informaon, ligaon by aﬀected pares and possible ﬁnancial obligaons for liabilies and damages related to the the or misuse of such informaon, signiﬁcant remediaon costs, disrupon of key business operaons and signiﬁcant diversion of our resources, as well as ﬁnes and other sancons resulng from any related breaches of data privacy regulaons (such as the General Data Protecon Regulaon), any of which could have a material adverse eﬀect on our business, proﬁtability and ﬁnancial condion. While we may be entled to damages if our vendors fail to perform under their agreements with us, any award may be insuﬃcient to cover the actual costs incurred by us and, as a result of a vendor’s failure to perform, we may be unable to collect any damages. Despite our internal controls and investment in security measures, we have, from me to me, been subject to disrupve cyber-aacks and unauthorized network intrusions and malware on our own IT networks or those of our service providers or business partners. Although no such cyber security incidents have been material to Broadcom, we connue to devote resources to protect our systems and data from unauthorized access or misuse, and we may be required to expend greater resources in the future. Businesses we acquire may increase the scope and complexity of our IT networks, and this may increase our risk exposure to cyber-aacks when there are diﬃcules integrang diverse legacy systems that support operaons for the acquired businesses. In addion, certain aspects of eﬀecve cybersecurity are dependent upon our employees, contractors and other trusted partners reliably safeguarding secrets (e.g., applicaon credenals) and adhering to our security policies and access control mechanisms. We have in the past experienced, and expect in the future to experience, security incidents arising from a failure to properly handle such secrets or adhere to such policies and, although no such events have had a material adverse eﬀect on our business, there can be no assurance that an insider threat will not result in an incident that is material to Broadcom. Our logging, alerng and cyber incident detecon mechanisms may not cover every system potenally targeted by threat actors, may not have the capability to detect certain types of unauthorized acvies, and may not capture and surface informaon suﬃcient to enable us to mely detect and take responsive acon to insider or external threats. U.S. and foreign regulators, as well as customers and service providers, have also increased their focus on cyber security vulnerabilies and risks. Compliance with laws, regulaons, and contractual provisions concerning privacy, cyber security, secure technology development, data governance, data protecon, conﬁdenality and IP could result in signiﬁcant expense, and any failure to comply could result in proceedings against us by regulatory authories or other third pares and may also increase our overall compliance burden. We operate in the highly cyclical semiconductor industry. The semiconductor industry is highly cyclical and is characterized by price erosion, wide ﬂuctuaons in product supply and demand, constant and rapid technological change, evolving technical standards, frequent new product introducons, and short product life cycles (for semiconductors and for many of the end products in which they are used). From me to me, these factors, together with changes in general economic condions, cause signiﬁcant upturns and downturns in the industry in general, and in our business in parcular. The industry previously experienced a signiﬁcant upturn due to a supply imbalance that resulted in record proﬁtability and increases in average selling prices. The industry, however is currently experiencing a downturn, and historically, such down- cycles have been characterized by diminished demand for end-user products, high inventory levels and periods of inventory adjustment, under-ulizaon of manufacturing capacity, changes in revenue mix, accelerated erosion of average selling prices and eliminaon of expedite fees leading to reduced proﬁtability and a decline in our stock price. The Creang Helpful Incenves to Produce Semiconductors for America Act could also result in an increase in supply leading to excess inventory and a decrease in average selling prices. We expect our business to connue to be subject to cyclical downturns even when overall economic condions are relavely stable. If we cannot oﬀset industry or market downturns, our net revenue may decline and our ﬁnancial condion and results of operaons may suﬀer. 20 Table of Contents The majority of our sales have historically come from a small number of customers and a reducon in demand or loss of one or more of our signiﬁcant customers may adversely aﬀect our business. We have historically depended on a small number of end customers, OEMs, their respecve contract manufacturers (“CMs”) and certain distributors for a majority of our business and revenue. For ﬁscal year 2023, sales to distributors accounted for 57% of our net revenue. We believe aggregate sales, through all channels, to Apple and our top ﬁve end customers, accounted for approximately 20% and 35% of our net revenue for ﬁscal year 2023, respecvely. This customer concentraon increases the risk of quarterly ﬂuctuaons in our operang results and our sensivity to any material adverse developments experienced by our signiﬁcant customers. Our semiconductor customers are not generally required to purchase speciﬁc quanes of products. Even when customers agree to source an agreed poron of their product needs from us, such arrangements oen include pricing schedules or methodologies that apply regardless of the volume of products purchased, and those customers may not purchase the amount of product we expect. As a result, we may not generate the amount of revenue or achieve the level of proﬁtability we expect under such arrangements. Moreover, our top customers’ purchasing power has, in some cases, given them the ability to make greater demands on us with regard to pricing and contractual terms in general. We expect this trend to connue, which may adversely aﬀect our gross margin on certain products and, should we fail to perform under these arrangements, we could also be liable for signiﬁcant monetary damages. The loss of, or any substanal reducon in sales to, any of our top customers could have a material adverse eﬀect on our business, ﬁnancial condion, results of operaons and cash ﬂows. Dependence on contract manufacturing and suppliers of crical components within our supply chain may adversely aﬀect our ability to bring products to market, damage our reputaon and adversely aﬀect our results of operaons. We operate a primarily outsourced manufacturing business model that principally ulizes CMs, such as third-party wafer foundries and module assembly and test capabilies. Our semiconductor products require wafer manufacturers with state-of-the-art fabricaon equipment and techniques, and most of our products are designed to be manufactured in a speciﬁc process, typically at one parcular fab or foundry, either our own or with a parcular CM. We depend on our CMs to allocate suﬃcient manufacturing capacity to meet our needs, to produce products of acceptable quality at acceptable yields, and to deliver those products to us on a mely basis. We do not generally have long-term capacity commitments with our CMs and substanally all of our manufacturing services are on a purchase order basis with no minimum quanes. Further, our CMs may fail to mely develop new, advanced manufacturing processes, including transions to smaller geometry process technologies or, from me to me, will cease to, or will become unable to, manufacture a component for us. As lead mes to idenfy, qualify and establish reliable producon at acceptable yields with a new CM is typically lengthy, there is oen no readily available alternave source and there may be other constraints on our ability to change CMs. In addion, qualifying new CMs is oen expensive, and they may not produce products as cost-eﬀecvely as our current suppliers. TSMC, one of our CMs, manufactured approximately 90% of the wafers manufactured by our CMs during ﬁscal year 2023. We believe our wafer requirements represent a meaningful poron of TSMC’s total producon capacity. However, TSMC also fabricates wafers for other companies, including some of our competors, and could choose or be required to priorize capacity for other customers or reduce or eliminate deliveries to us on short noce. In addion, TSMC has, and may in the future, raise their prices to us. If any of the foregoing circumstances occur, we may be unable to meet our customer demand, or to the same extent as our competors, fail to meet our contractual obligaons or forgo revenue opportunies. This could damage our relaonships with our customers or result in ligaon for alleged failure to meet our obligaons, payment of signiﬁcant damages, and our net revenue could decline, adversely aﬀecng our business, ﬁnancial condion, results of operaons and gross margin. Further, any substanal disrupon in the contract manufacturing services that we ulize, including TSMC’s supply of wafers to us, as a result of a natural disaster, climate change, water shortages, polical unrest, military conﬂicts, geopolical turmoil, trade tensions, government orders, labor shortages, medical epidemics, such as the COVID-19 pandemic, economic instability, equipment failure or other cause, could materially harm our business, customer relaonships and results of operaons. We purchase a signiﬁcant amount of the materials used in our products from a limited number of suppliers. Our manufacturing processes and those of our CMs rely on many materials, including silicon, GaAs and InP wafers, copper lead frames, precious and rare earth metals, mold compound, ceramic packages and various chemicals and gases. During ﬁscal year 2023, we purchased approximately two-thirds of our manufacturing materials from ﬁve materials providers, some of which are single source suppliers. As certain materials are highly specialized, the lead me needed to idenfy and qualify a new supplier is typically lengthy and there is oen no readily available alternave source. We do not generally have long-term 21 Table of Contents contracts with our materials providers and substanally all of our purchases are on a purchase order basis. Suppliers may extend lead mes, limit supplies, place products on allocaon or increase prices due to commodity price increases, capacity constraints, inﬂaon, or other factors, any of which could lead to interrupon of supply or increased demand in the industry. For example, macroeconomic and geopolical condions, as well as the COVID-19 pandemic, caused some supply constraints and increases in prices, including with respect to wafers and substrates. Addionally, the supply of these materials may be negavely impacted by increased trade tensions between the U.S. and its trading partners, parcularly China. Any such supply constraints could result in loss of revenue opportunies and adversely impact our business, ﬁnancial condion and results of operaons. Failure to adjust our manufacturing and supply chain to accurately meet customer demand could adversely aﬀect our results of operaons. We make signiﬁcant decisions, including determining the levels of business that we will seek and accept, producon schedules, levels of reliance on contract manufacturing and outsourcing, internal fabricaon ulizaon and other resource requirements, based on customer requirements or esmates thereof, which may not be accurate. We largely build to order and have extended customer lead mes substanally, which has limited and may connue to limit our ability to fulﬁll orders and sasfy all of the demand for our products. Customers may require rapid increases in producon on short noce. If we are unable to meet such increases in demand, this could damage our customer relaonships, reduce revenue growth and margins, subject us to addional liabilies, harm our reputaon, and prevent us from taking advantage of opportunies. Conversely, if actual sales of our products is lower than expected, we may also experience higher inventory carrying and operang costs and product obsolescence. Because certain of our sales, research and development, and internal manufacturing overhead expenses are relavely ﬁxed, a reducon in customer demand may also decrease our gross margin and operang income. Winning business in the semiconductor soluons industry is subject to a lengthy process that oen requires us to incur signiﬁcant expense, from which we may ulmately generate no revenue. Our semiconductor business is dependent on us winning compeve bid selecon processes, known as “design wins”. These selecon processes are typically lengthy and can require us to dedicate signiﬁcant development expenditures and scarce engineering resources in pursuit of a single customer opportunity. Failure to obtain a parcular design win may prevent us from obtaining design wins in subsequent generaons of a parcular product. This can result in lost revenue and can weaken our posion in future selecon processes. Winning a product design does not guarantee sales to a customer. A delay or cancellaon of a customer’s plans could materially and adversely aﬀect our ﬁnancial results, as we incur signiﬁcant expense in the design process and may generate lile or no revenue from it. In addion, the ming of design wins is unpredictable and implemenng producon for a major design win, or mulple design wins at the same me, may strain our resources and those of our CMs. In such event, we may be forced to dedicate signiﬁcant addional resources and incur addional costs and expenses. Further, oen customers will only purchase limited numbers of evaluaon units unl they qualify the products and/or the manufacturing line for those products. The qualiﬁcaon process can take signiﬁcant me and resources. Delays in qualiﬁcaon or failure to qualify our products may cause a customer to disconnue use of our products and result in a signiﬁcant loss of revenue. Finally, customers could choose at any me to stop using our products or could fail to successfully market and sell their products, which could reduce demand for our products and cause us to hold excess inventory, materially adversely aﬀecng our business, ﬁnancial condion and results of operaons. These risks are exacerbated by the fact that many of our products, and the end products into which our products are incorporated, oen have very short life cycles. A prolonged disrupon of our manufacturing facilies, research and development facilies, warehouses or other signiﬁcant operaons, or those of our suppliers, could have a material adverse eﬀect on our business, ﬁnancial condion and results of operaons. Although we operate a primarily outsourced manufacturing business model, we also rely on our own manufacturing facilies, in parcular in Fort Collins, Colorado, Singapore, and Breinigsville, Pennsylvania. We use these internal fabricaon facilies for products ulizing our innovave and proprietary processes. Our Fort Collins and Breinigsville facilies are the sole sources for the FBAR components used in many of our wireless devices and for the InP-based wafers used in our ﬁbre opcs products, respecvely. Many of our facilies, and those of our CMs and suppliers, are located in California and the Paciﬁc Rim region, which have above average seismic acvity and severe weather acvity. In addion, a signiﬁcant majority of our research and development personnel are located in the Czech Republic, India, Israel, and the U.S., with the experse of the personnel at each such locaon tending to be focused on one or two speciﬁc areas, and our primary warehouse is in Malaysia. A prolonged disrupon at or shut-down of one or more of our manufacturing facilies or warehouses, especially our Colorado, Singapore, Malaysia and Pennsylvania facilies, or those of our CMs or suppliers, due to natural- or man-made 22 Table of Contents disasters or other events outside of our control, such as equipment malfuncon or widespread outbreaks of acute illness, including COVID-19, or for any other reason, would limit our capacity to meet customer demands and delay new product development unl a replacement facility and equipment, if necessary, were found. To date, we have not experienced a material event, however such an event could disrupt our operaons, delay producon, shipments and revenue, result in us being unable to mely sasfy customer demand, expose us to claims by our customers, result in signiﬁcant expense to repair or replace our aﬀected facilies, and, in some instances, could signiﬁcantly curtail our research and development eﬀorts in a parcular product area or target market. As a result, we could forgo revenue opportunies, potenally lose market share, damage our customer relaonships and be subject to ligaon and addional liabilies, all of which could materially and adversely aﬀect our business. Although we purchase insurance to migate certain losses, such insurance oen carries a high deducble amount and any uninsured losses could negavely aﬀect our operang results. In addion, even if we were able to promptly resume producon of our aﬀected products, if our customers cannot mely resume their own manufacturing following such an event, they may cancel or scale back their orders from us and this may in turn adversely aﬀect our results of operaons. Such events could also result in increased ﬁxed costs relave to the revenue we generate and adversely aﬀect our results of operaons. We may be unable to maintain appropriate manufacturing capacity or product yields at our own manufacturing facilies, which could adversely aﬀect our relaonships with our customers, and our business, ﬁnancial condion and results of operaons. We must maintain appropriate capacity and product yields at our own manufacturing facilies to meet ancipated customer demand. From me to me, this requires us to invest in expansion or improvements of those facilies, which oen involves substanal cost and other risks. Such expanded manufacturing capacity may sll be insuﬃcient, or may not come online soon enough, to meet customer demand and we may have to put customers on product allocaon, forgo sales or lose customers as a result. Conversely, if we overesmate customer demand, we would experience excess capacity and ﬁxed costs at these facilies will not be fully absorbed, all of which could adversely aﬀect our results of operaons. Similarly, reduced product yields, due to design or manufacturing issues or otherwise, may involve signiﬁcant me and cost to remedy and cause delays in our ability to supply product to our customers, all of which could cause us to forgo sales, incur liabilies or lose customers, and harm our results of operaons. We may be involved in legal proceedings, including IP, securies ligaon, and employee-related claims, which could, among other things, divert eﬀorts of management and result in signiﬁcant expense and loss of our IP rights. We are oen involved in legal proceedings, including cases involving our IP rights and those of others, commercial maers, acquision-related suits, securies class acon suits, employee-related claims and other acons. Ligaon or selement of such acons, regardless of their merit, can be costly, lengthy, complex and me consuming, diverng the aenon and energies of our management and technical personnel. The industries in which we operate are characterized by companies holding large numbers of patents, copyrights, trademarks and trade secrets and by the vigorous pursuit, protecon and enforcement of IP rights, including acons by patent-holding companies that do not make or sell products. From me to me, third pares assert against us and our customers and distributors their IP rights to technologies that are important to our business. For example, in September 2023 we seled a patent infringement claim ﬁled by California Instute of Technology against Broadcom and Apple. Many of our customer agreements, and in some cases our asset sale agreements, and/or the laws of certain jurisdicons may require us to indemnify our customers or purchasers for third-party IP infringement claims, including costs to defend those claims, and payment of damages in the case of adverse rulings. However, our CMs and suppliers may or may not be required to indemnify us should we or our customers be subject to such third-party claims. Claims of this sort could also harm our relaonships with our customers and might deter future customers from doing business with us. If any pending or future proceedings result in an adverse outcome, we could be required to: • • • • • cease the manufacture, use or sale of the infringing products, processes or technology and/or make changes to our processes or products; pay substanal damages for past, present and future use of the infringing technology, including up to treble damages if willful infringement is found; expend signiﬁcant resources to develop non-infringing technology; license technology from the third-party claiming infringement, which license may not be available on commercially reasonable terms, or at all; enter into cross-licenses with our competors, which could weaken our overall IP porolio and our ability to compete in parcular product categories; 23 Table of Contents • • pay substanal damages to our direct or end customers to disconnue use or replace infringing technology with non-infringing technology; or relinquish IP rights associated with one or more of our patent claims. Any of the foregoing results could have a material adverse eﬀect on our business, ﬁnancial condion and results of operaons. In addion, we may be obligated to indemnify our current or former directors or employees, or former directors or employees of companies that we have acquired, in connecon with such ligaon. These liabilies could be substanal and may include, among other things, the cost of defending lawsuits against these individuals, as well as stockholder derivave suits; civil or criminal ﬁnes and penales; legal and other expenses; and expenses associated with the remedial measure, if any, which may be imposed. If demand for our data center virtualizaon products is less than ancipated, our business could be adversely aﬀected. We expect to generate a signiﬁcant poron of our soware revenue from our data center virtualizaon products. However, if businesses build new or shi exisng compute workloads oﬀ-premises to public cloud providers, this could limit the market for on-premises deployments of our data center virtualizaon products. Although we have developed, and will connue to develop, products to extend our product oﬀerings to the public cloud, if demand for our server virtualizaon products is signiﬁcantly less than ancipated, our business, ﬁnancial condion, results of operaons and cash ﬂows may be adversely aﬀected. The growth of our soware business depends on customer acceptance of our newer products and services. Many of our soware products and services are based on data center virtualizaon, applicaon modernizaon and related hybrid-cloud technologies used to manage distributed compung architectures, which form the foundaon for hybrid-cloud compung. We expect to increase product development and markeng and sales eﬀorts toward products and services that enable businesses to modernize applicaons and eﬃciently implement their hybrid-cloud services. These cloud and SaaS iniaves present new and diﬃcult technological, operaonal and compliance challenges. We expect signiﬁcant investments will be required to develop or acquire soluons to address those challenges. Current and future customers may not perceive beneﬁts and cost savings associated with adopng our hybrid-cloud and applicaon plaorm soluons or we may fail to realize returns on our investments in new iniaves, which could harm our results of operaons. If our soware products do not remain compable with ever-changing operang environments, plaorms, or third-party products, demand for our products and services could decrease, which could materially adversely aﬀect our business. We may be required to make substanal modiﬁcaon of our products to maintain compability with operang systems, systems soware and computer hardware used by our customers or to provide our customers with desired features or capabilies. We must also connually address the challenges of dynamic and accelerang market trends and compeve developments, such as the emergence of advanced persistent threats in the security space to compete eﬀecvely. There can be no assurance that we will be able to adapt our products in response to these developments. Further, our soware soluons interact with a variety of soware and hardware developed by third pares, as well as cloud providers. If we lose access to third-party code and speciﬁcaons for the development of code or cloud providers fail to support our products or otherwise limit the funconality, compability or cerﬁcaon of our products, this could negavely impact our ability to develop compable soware. In addion, if soware providers and hardware manufacturers, including some of our largest vendors, adopt new policies restricng the use or availability of their code or technical documentaon for their operang systems, applicaons, or hardware, or otherwise impose unfavorable terms and condions for such access, this could result in higher research and development costs for the enhancement and modiﬁcaon of our exisng products or development of new products. Any addional restricons could materially adversely aﬀect our business, ﬁnancial condion and operang results and cash ﬂow. Failure to enter into soware license agreements on a sasfactory basis could materially adversely aﬀect our business. Many of our exisng customers have mul-year enterprise soware license agreements, some of which involve substanal aggregate fee amounts. These customers oen do not have a contractual obligaon to purchase addional soluons. Customer renewal rates may decline or ﬂuctuate as a result of a number of factors, including the level of customer sasfacon with our soluons or customer support, customer budgets and the pricing of our soluons as compared with the soluons oﬀered by our competors, any of which may cause our revenue to grow more slowly than expected, if at all. The failure to renew customer agreements of similar scope, on terms that are commercially aracve to us, could materially adversely aﬀect our business, ﬁnancial condion and operang results and cash ﬂow. 24 Table of Contents Certain soware that we use in our products is licensed from third pares and may not be available to us in the future, which may delay product development and producon or cause us to incur addional expense. Some of our soluons contain soware licensed from third pares, some of which may not be available to us in the future on terms that are acceptable to us or allow our products to remain compeve. The loss of these licenses or the inability to maintain any of them on commercially acceptable terms could delay development of future products or the enhancement of exisng products. Our use of open source soware in certain products and services could materially adversely aﬀect our business, ﬁnancial condion, operang results and cash ﬂow. Many of our products and services incorporate open source soware, the use of which may subject us to certain condions, including the obligaon to oﬀer such products for no cost or to make the proprietary source code of those products publicly available. Open source licenses are generally “as-is” and do not provide warranes, support or assurance of tle or controls on origin of the soware, which exposes us to potenal liability if the soware fails to work or infringes the intellectual property of a third-party. Although we monitor our use of open source soware to avoid subjecng our products to unintended condions and exposing us to unacceptable ﬁnancial risk, such use, under certain circumstances, could materially adversely aﬀect our business, ﬁnancial condion and operang results and cash ﬂow, including if we are required to take remedial acon that may divert resources away from our development eﬀorts. In addion, we may receive inquiries or claims from authors, distributors or recipients of open source soware included in our products regarding our compliance with the condions of such open source licenses and we may be required to take steps to avoid or remedy an alleged infringement or noncompliance, including modifying our product code, stopping the distribuon of some of our products, paying damages or releasing the source code of our propriety soware. Further, although we believe that we have complied with our obligaons under the licenses for such open source soware, there is lile legal precedent governing the interpretaon of some terms in some of these licenses, which increases the risk that a court could interpret the licenses diﬀerently than we do. Failure of our soware products to manage and secure IT infrastructures and environments could have a material adverse eﬀect on our business. Certain aspects of our soware products are intended to manage and secure IT infrastructures and environments, and as a result, we expect these products to be ongoing targets of cyber-aacks. Open source code or other third-party soware used in these products could also be targeted and may make our products vulnerable to addional security risks not posed by purely proprietary products. Our products are complex and, when deployed, may contain errors, defects or security vulnerabilies, some of which may not be discovered before the product has been released, installed and used by customers. The complexity and breadth of our technical and producon environments, which involve globally dispersed development and engineering teams, increases the risk that errors, defects or vulnerabilies will be introduced and may delay our ability to detect, migate or remediate such incidents. In the past, elements of our proprietary source code have been exposed in an unauthorized manner. It is possible that such exposure of source code could reveal unknown security vulnerabilies in our products that could be exploited by malicious actors. Our products are also subject to known and unknown security vulnerabilies resulng from integraon with third-party products or services. Although we connually seek to improve our countermeasures to prevent such incidents, we may be unable to ancipate every scenario and it is possible that certain cyber threats or vulnerabilies will be undetected or unmigated in me to prevent an aack or an accidental incident on us and our customers. Addionally, eﬀorts by malicious cyber actors or others could cause interrupons, delays or cessaon of our product licensing, or modiﬁcaon of our soware, which could cause us to lose exisng or potenal customers. A successful cyber-aack involving our products could cause customers and potenal customers to believe our services are ineﬀecve or unreliable and result in, among other things, the loss of customers, unfavorable publicity, damage to our reputaon, diﬃculty in markeng our products, allegaons by our customers that we have not performed our contractual obligaons and give rise to signiﬁcant costs, including costs related to developing soluons or indemniﬁcaon obligaons under our agreements. Any such event could adversely impact our revenue and results of operaons. See also “An impairment of the conﬁdenality, integrity, or availability of our IT systems, or those of one or more of our corporate infrastructure vendors, could have a material adverse eﬀect on our business”. Our sales to government customers subject us to uncertaines and governmental regulaons, which could have a material adverse eﬀect on our business. Our contracts signed with the U.S. federal, state and local government and non-U.S. government agencies are generally subject to annual ﬁscal funding approval and may be renegoated or terminated at the discreon of the government. 25 Table of Contents Terminaon, renegoaon or the lack of funding approval for a contract could adversely aﬀect our sales, revenue and reputaon. Addionally, our government contracts and our arrangements with channel partners who may sell directly to government customers are generally subject to certain requirements, some of which are generally not present in commercial contracts and/or may be complex, as well as to audits and invesgaons. Failure to meet contractual requirements could result in various civil and criminal acons and penales, and administrave sancons, including terminaon of contracts, refund of a poron of fees received, forfeiture of proﬁts, suspension of payments, ﬁnes and suspensions or debarment from doing business with the government, which could materially adversely aﬀect our business, ﬁnancial condion, operang results and cash ﬂow. Failure to eﬀecvely manage our products and services lifecycles could harm our business. As part of the natural lifecycle of our products and services, customers are informed when products or services will be reaching their end of life or end of availability and will no longer be supported or receive updates and security patches. If these products or services remain subject to a service contract, the customer may transion to alternave products or services. Failure to eﬀecvely manage our products and services lifecycles could lead to customer dissasfacon and contractual liabilies, which could adversely aﬀect our business and operang results. Our operang results are subject to substanal quarterly and annual ﬂuctuaons. Our operang results have ﬂuctuated in the past and are likely to ﬂuctuate in the future. These ﬂuctuaons may occur on a quarterly and annual basis and are due to a number of factors, many of which are beyond our control. In addion to many of the risks described elsewhere in this “Risk Factors” secon, these factors include, among others: • • • • • • • • • • the ming of launches by our customers of new product in which our products are included and changes in end-user demand for our customers’ products; ﬂuctuaons in the levels of component or product inventories held by our customers, which may lead to increased requests to delay shipment of our products; the shi to cloud-based IT soluons and services, such as hyperscale compung, which may adversely aﬀect the ming and volume of sales of our products for use in tradional enterprise data centers; the ming of new soware contracts and renewals, as well as the ming of any terminaons of soware contracts that require us to refund to customers any pre-paid amounts under the contract; our ability to mely develop, introduce and market new products and technologies; the ming and extent of our soware license and subscripon revenue, and other non-product revenue; new product announcements and introducons by us or our competors; seasonality or other ﬂuctuaons in demand in our markets; ming and amount of research and development and related new product expenditures, and the ming of receipt of any research and development grant monies; and ming of any regulatory changes, parcularly with respect to trade sancons and customs dues and tariﬀs, and tax reform. The foregoing factors are oen diﬃcult to predict, and these, as well as other factors, could materially adversely aﬀect our quarterly or annual operang results. In addion, a signiﬁcant amount of our operang expenses are relavely ﬁxed in nature. Any failure to adjust spending quickly enough to compensate for a revenue shorall could magnify the adverse impact of such revenue shorall on our results of operaons. As a result, we believe that quarter-to-quarter comparisons of our revenue and operang results may not be meaningful or reliable indicators of our future performance. If our operang results in one or more future quarters fail to meet the expectaons of securies analysts or investors, a signiﬁcant decline in the trading price of our common stock may occur, which may happen immediately or over me. Compeon in our industries could prevent us from growing our revenue. The industries in which we operate are highly compeve and characterized by rapid technological changes, evolving industry standards, changes in customer requirements, oen aggressive pricing pracces and, in some cases, new delivery methods. We expect compeon in these industries to connue to increase as exisng competors improve or expand their product oﬀerings or as new competors enter our markets. Some of our competors have longer operang histories, greater name recognion, a larger installed customer base, larger technical staﬀs, more established relaonships with vendors or suppliers, or greater manufacturing, distribuon, ﬁnancial, research and development, technical and markeng resources than us. We also face compeon from public cloud 26 Table of Contents providers, numerous smaller companies that specialize in speciﬁc aspects of the highly fragmented soware industry, open source authors who provide soware and IP for free, competors who oﬀer their products through try-and-buy or freemium models, and customers who develop compeng products. In addion, the trend toward consolidaon is changing the compeve landscape. We expect this trend to connue, which may result in combined competors having greater resources than us. Some of our competors may also receive ﬁnancial and other support from their home country government or may have a greater presence in key markets, a larger customer base, a more comprehensive IP porolio or beer patent protecon than us. The acons of our competors, in the areas of pricing and product bundling in parcular, could have a substanal adverse impact on us. Further, competors may leverage their superior market posion, as well as IP or other proprietary informaon, including interface, interoperability or technical informaon, in new and emerging technologies and plaorms that may inhibit our ability to compete eﬀecvely. If we are unable to compete successfully, we may lose market share for our products or incur signiﬁcant reducon in our gross margins, either of which could have a material adverse eﬀect on our business and results of operaons. Our gross margin is dependent on a number of factors, including our product mix, price erosion, acquisions we may make, level of capacity ulizaon and commodity prices. Our gross margin is highly dependent on product mix, which is suscepble to seasonal and other ﬂuctuaons in our markets. A shi in sales mix away from our higher margin products, as well as the ming and amount of our soware licensing and non-product revenue, could adversely aﬀect our future gross margin percentages. In addion, increased compeon and the existence of product alternaves, more complex engineering requirements, lower demand, industry oversupply or reducons in our technological lead compared to our competors, and other factors have in the past and may in the future lead to further price erosion, lower revenue and lower margin. Conversely, periods of robust demand that create a supply imbalance can lead to higher gross margins that may not be sustainable over the longer term. In addion, semiconductor manufacturing requires signiﬁcant capital investment, leading to high ﬁxed costs, including depreciaon expense. If we are unable to ulize our owned manufacturing facilies at a high level, the ﬁxed costs associated with these facilies will not be fully absorbed, resulng in higher average unit costs and a lower gross margin. Furthermore, we do not hedge our exposure to commodity prices, some of which are very volale, and sudden or prolonged increases in commodity prices may adversely aﬀect our gross margin. Our gross margin may also be adversely aﬀected if businesses or companies that we acquire have diﬀerent gross margin proﬁles and by expenses related to such acquisions. We ulize a signiﬁcant amount of IP in our business. If we are unable or fail to protect our IP, our business could be adversely aﬀected. Our success depends in part upon protecng our IP. To accomplish this, we rely on a combinaon of IP rights, including patents, copyrights, trademarks and trade secrets, as well as customary contractual protecons with our customers, suppliers, employees and consultants. We spend signiﬁcant resources to monitor and protect our IP rights, including the unauthorized use of our products, usage rates of the soware seat licenses and subscripons that we sell, and even with signiﬁcant expenditures, we may not be able to protect the IP rights that are valuable to our business. We are unable to predict or assure that: • • • • • our IP rights will not lapse or be invalidated, circumvented, challenged, or, in the case of third-party IP rights licensed to us, be licensed to others; our IP rights will provide compeve advantages to us; rights previously granted by third pares to IP licensed or assigned to us, including porolio cross-licenses, will not hamper our ability to assert our IP rights or hinder the selement of currently pending or future disputes; any of our pending or future patent, trademark or copyright applicaons will be issued or have the coverage originally sought; our IP rights will be enforced in certain jurisdicons where compeon is intense or where legal protecon may be weak; or • we have suﬃcient IP rights to protect our products or our business. Eﬀecve IP protecon may be unavailable or more limited in other jurisdicons, relave to those protecons available in the U.S., and may not be applied for or may be abandoned in one or more relevant jurisdicons. In addion, when patents expire, we lose the protecon and compeve advantages they provided to us. 27 Table of Contents We also generate revenue from licensing royalty payments and from technology claim selements relang to certain of our IP. Licensing of our IP rights, parcularly exclusive licenses, may limit our ability to assert those IP rights against third pares, including the licensee of those rights. In addion, we may acquire companies with IP that is subject to licensing obligaons to other third pares. These licensing obligaons may extend to our own IP following any such acquision and may limit our ability to assert our IP rights. From me to me, we pursue ligaon to assert our IP rights, including, in some cases, against our customers and suppliers. Claims of this sort could also harm our relaonships with our customers and might deter future customers from doing business with us. Conversely, third pares have and may in the future pursue IP ligaon against us, including as a result of our IP licensing business. An adverse decision in such types of legal acon could limit our ability to assert our IP rights and limit the value of our technology, including the loss of opportunies to sell or license our technology to others or to collect royalty payments, which could otherwise negavely impact our business, ﬁnancial condion and results of operaons. From me to me, we may need to obtain addional IP licenses or renew exisng license agreements. We are unable to predict whether these license agreements can be obtained or renewed on acceptable terms or at all. We are subject to warranty claims, product recalls and product liability. From me to me, we may be subject to warranty or product liability claims that may lead to signiﬁcant expense. Our customer contracts typically contain warranty and indemniﬁcaon provisions, and in certain cases may also contain liquidated damages provisions, relang to product quality issues. The potenal liabilies associated with such provisions are signiﬁcant, and in some cases, including in agreements with some of our largest customers, are potenally unlimited. Any such liabilies may greatly exceed any revenue we receive from the relevant products. Costs, payments or damages incurred or paid by us in connecon with warranty and product liability claims and product recalls could materially adversely aﬀect our ﬁnancial condion and results of operaons. We may also be exposed to such claims as a result of any acquision we may undertake in the future. Product liability insurance is subject to signiﬁcant deducbles and there is no guarantee that such insurance will be available or adequate to protect against all such claims, or we may elect to self-insure with respect to certain maers. For example, it is possible for one of our customers to recall a product containing one of our semiconductor devices. In such an event, we may incur signiﬁcant costs and expenses, including among others, replacement costs, contract damage claims from our customers and reputaonal harm. Although we maintain reserves for reasonably esmable liabilies and purchase product liability insurance, our reserves may be inadequate to cover the uninsured poron of such claims. Conversely, in some cases, amounts we reserve may ulmately exceed our actual liability for parcular claims and may need to be reversed. The complexity of our products could result in unforeseen delays or expense or undetected defects or bugs, which could adversely aﬀect the market acceptance of new products, damage our reputaon with current or prospecve customers, and materially and adversely aﬀect our operang costs. Highly complex products, such as those we oﬀer, may contain defects and bugs when they are ﬁrst introduced or as new versions, soware documentaon or enhancements are released, or their release may be delayed due to unforeseen diﬃcules during product development. If any of our products or third-party components used in our products, contain defects or bugs, or have reliability, quality or compability problems, we may not be able to successfully design workarounds. Furthermore, if any of these problems are not discovered unl aer we have commenced commercial producon or deployment of a new product, we may be required to incur addional development costs and product recall, repair or replacement costs. Signiﬁcant technical challenges also arise with our soware products because our customers license and deploy our products across a variety of computer plaorms and integrate them with a number of third- party soware applicaons and databases. As a result, if there is system-wide failure or an actual or perceived breach of informaon integrity, security or availability occurs in one of our end-user customer’s system, it can be diﬃcult to determine which product is at fault and we could ulmately be harmed by the failure of another supplier’s product. Consequently, our reputaon may be damaged and customers may be reluctant to buy our products, which could materially and adversely aﬀect our ability to retain exisng customers and aract new customers. To resolve these problems, we may have to invest signiﬁcant capital and other resources and we would likely lose, or experience a delay in, market acceptance of the aﬀected product or products. These problems may also result in claims against us by our customers or others. For example, if a delay in the manufacture and delivery of our products causes the delay of a customer’s end- product delivery, we may be required, under the terms of our agreement with that customer, to compensate the customer for the adverse eﬀects of such delays. As a result, our ﬁnancial results could be materially adversely aﬀected. We make substanal investments in research and development and unsuccessful investments could materially adversely aﬀect our business, ﬁnancial condion and results of operaons. The industries in which we compete are characterized by rapid technological change, changes in customer requirements, frequent new product introducons and enhancements, short product cycles and evolving industry standards, and new 28 Table of Contents delivery methods. In addion, semiconductor products transion over me to increasingly smaller line width geometries and failure to successfully transion to smaller geometry process technologies could impair our compeve posion. In order to remain compeve, we have made, and expect to connue to make, signiﬁcant investments in research and development. If we fail to mely develop new and enhanced products and technologies, if we focus on technologies that do not become widely adopted, or if new compeve technologies that we do not support become widely accepted, demand for our products may be reduced. Increased investments in research and development or unsuccessful research and development eﬀorts could cause our cost structure to fall out of alignment with demand for our products, which would have a negave impact on our ﬁnancial results. We collect, use, store, or otherwise process personal informaon, which subjects us to privacy and data security laws and contractual commitments, and our actual or perceived failure to comply with such laws and commitments could harm our business. We collect, use and store (collecvely, “process”) a high volume, variety and velocity of certain personal informaon in connecon with the operaon of our business. This creates various levels of privacy risks across diﬀerent parts of our business, depending on the type of personal informaon, the jurisdicon in queson and the purpose of their processing. The personal informaon we process is subject to an increasing number of federal, state, local, and foreign laws and regulaons regarding privacy and data security, as well as contractual commitments. Privacy legislaon and other data protecon regulaons, enforcement and policy acvity in this area are expanding rapidly in many jurisdicons and creang a complex regulatory compliance environment. Sectoral legislaon, cerﬁcaon requirements and technical standards applying to certain categories of our customers, such as those is the ﬁnancial services or public sector, have exacerbated this trend. The cost of complying with and implemenng these privacy-related and data governance measures could be signiﬁcant as they may create addional burdensome security, business process, business record or data localizaon requirements. Concerns about government interference, sovereignty, expanding privacy, cyber security and data governance legislaon could adversely aﬀect our customers and our products and services, parcularly in cloud compung, arﬁcial intelligence and our own data management pracces. The the, loss or misuse of personal data collected, used, stored or transferred by us to run our business could result in signiﬁcantly increased business and security costs or costs related to defending legal claims. Any inadvertent failure or perceived failure by us to comply with privacy, data governance or cyber security obligaons may result in governmental enforcement acons, ligaon, substanal ﬁnes and damages, and could cause our customers to lose trust in us, which could have an adverse eﬀect on our reputaon and business. We are subject to environmental, health and safety laws, which could increase our costs, restrict our operaons and require expenditures that could have a material adverse eﬀect on our results of operaons and ﬁnancial condion. We are subject to a variety of domesc and internaonal laws and regulaons relang to the use, disposal, clean-up of and human exposure to hazardous materials. Compliance with environmental, health and safety requirements could, among other things, require us to modify our manufacturing processes, restrict our ability to expand our facilies, or require us to acquire polluon control equipment, all of which can be very costly. Any failure by us to comply with such requirements could result in the limitaon or suspension of the manufacture of our products and could result in ligaon against us and the payment of signiﬁcant ﬁnes and damages by us in the event of a signiﬁcant adverse judgment. In addion, complying with any cleanup or remediaon obligaons for which we are or become responsible could be costly and have a material adverse eﬀect on our business, ﬁnancial condion and results of operaons. Changing requirements relang to the materials composion of our semiconductor products, including the restricons on lead and certain other substances in electronic products sold in various countries, including the U.S., China and Japan, and in the European Union, increase the complexity and costs of our product design and procurement operaons and may require us to re-engineer our products. Such re-engineering may result in excess inventory or other addional costs and could have a material adverse eﬀect on our results of operaons. We may also experience claims from employees from me to me with regard to exposure to hazardous materials or other workplace related environmental claims. Environmental, social and governance (“ESG”) maers may adversely aﬀect our relaonships with customers and investors. There is an increasing focus from lawmakers, regulators, investors, customers, employees and other stakeholders concerning ESG maers, including environment, climate, diversity and inclusion, human rights and governance transparency. A number of our customers have adopted, or may adopt, procurement policies that include ESG provisions or requirements that their suppliers should comply with, or they may seek to include such provisions or requirements in their procurement terms and condions. An increasing number of investors are also requiring companies to disclose ESG-related policies, pracces and metrics. In addion, various jurisdicons are developing climate-related laws or regulaons that could cause us to incur addional direct costs for compliance, as well as indirect costs resulng from our customers, suppliers, or addional compliance costs that are passed on to us. These legal and regulatory requirements, as well as investor expectaons on ESG pracces and disclosures, are subject to change, can be unpredictable, and may be diﬃcult and expensive for us to comply 29 Table of Contents with, given the complexity of our supply chain and our outsourced manufacturing. Further, there is an increasing number of state-level an-ESG iniaves in the United States that may conﬂict with other regulatory requirements or our various stakeholders’ expectaons. If we fail to comply with or meet the evolving legal and regulatory requirements or expectaons of our various stakeholders, we may be subject to enforcement acons, required to pay ﬁnes, customers may stop purchasing products from us or investors may sell their shares, which could harm our reputaon, revenue and results of operaons. Our actual or perceived failure to achieve our ESG-related iniaves could negavely impact our reputaon or harm our business. In addion, as part of their ESG programs, an increasing number of OEMs are seeking to source products that do not contain minerals sourced from areas where proceeds from the sale of such minerals are likely to be used to fund armed conﬂicts, such as in the Democrac Republic of Congo. This could adversely aﬀect the sourcing, availability and pricing of minerals used in the manufacture of semiconductor devices, including our products. As a result, we may face diﬃcules in sasfying these customers’ demands, which may harm our sales and operang results. The average selling prices of semiconductor products in our markets have oen decreased rapidly and may do so in the future, which could harm our revenue and gross proﬁt. The semiconductor products we develop and sell are used for high volume applicaons. As a result, the prices of those products have oen decreased rapidly. Gross proﬁt on our products may be negavely aﬀected by, among other things, pricing pressures from our customers. In the past, we have reduced the average selling prices of our products in ancipaon of future compeve pricing pressures, new product introducons by us or our competors and other factors. In addion, some of our customer agreements provide for volume-based pricing and product pricing roadmaps, which can also reduce the average selling prices of our products over me. Our margins and ﬁnancial results will suﬀer if we are unable to oﬀset any reducons in our average selling prices by increasing our sales volumes, reducing manufacturing costs, or developing new and higher value-added products on a mely basis. Fluctuaons in foreign exchange rates could result in losses. We operate global businesses and our consolidated ﬁnancial results are reported in U.S. dollars. However, some of the revenue and expenses of our foreign subsidiaries are denominated in local currencies. Fluctuaons in foreign exchange rates against the U.S. dollar could result in substanal changes in reported revenues and operang results due to the foreign exchange impact of remeasuring these transacons into U.S. dollars. In the normal course of business, we employ various hedging strategies to parally migate these risks, including the use of derivave instruments. These strategies may not be eﬀecve in protecng us against the eﬀects of ﬂuctuaons in foreign exchange rates. As a result, ﬂuctuaons in foreign exchange rates could result in ﬁnancial losses. Risks Related to Our Taxes Changes in tax legislaon or policies could materially impact our ﬁnancial posion and results of operaons. Corporate tax reform, an-base-erosion rules and tax transparency connue to be high priories in many jurisdicons. As a result, policies regarding corporate income and other taxes in numerous jurisdicons are under heightened scruny and tax reform legislaon has been, and will likely connue to be, proposed or enacted in a number of jurisdicons in which we operate. Aer the enactment of the U.S. Tax Cuts and Jobs Act (the “2017 Tax Reform Act”), most of our income is taxable in the U.S. with a signiﬁcant poron taxable under the Global Intangible Low-Taxed Income (“GILTI”) regime. Beginning in ﬁscal year 2027, the deducon allowable under the GILTI regime will decrease from 50% to 37.5%, which will increase the eﬀecve tax rate imposed on our income. The 2017 Tax Reform Act also limits our ability to deduct research and development expenses beginning in ﬁscal year 2023. These expenses are now capitalized and amorzed over 5 years (15 years for foreign expenses), which have and may connue to materially increase our cash tax costs. The U.S. also enacted the Inﬂaon Reducon Act of 2022 (“IRA”) in August 2022, which created a new book minimum tax of at least 15% of consolidated GAAP pre-tax income for corporaons with average book income in excess of $1 billion. This book minimum tax will ﬁrst apply to our ﬁscal year 2024 and any increase in our eﬀecve tax rate or cash tax will depend on a number of factors, including any oﬀsets for foreign tax credits or general business credits, or changes in book income following business combinaons. The IRA also created an excise tax of 1% of the value of our stock repurchased aer December 31, 2022. While the impact of this excise tax has not been material, it could increase materially depending on various factors, including the amount and frequency of our stock repurchases, applicability to business combinaon transacons, and any permied reducons or excepons to the amount subject to the tax. If (i) the U.S. tax rate increases, (ii) the deducon allowable under the GILTI regime is further reduced or eliminated, or (iii) addional limitaons are put on our ability to deduct interest expense, our provision for income taxes, net income, and cash ﬂows would be adversely impacted. In addion, many countries are implemenng legislaon and other guidance to align their internaonal tax rules with the Organisaon for Economic Co- operaon and Development’s (“OECD”) Base Erosion and Proﬁt Shiing recommendaons and 30 Table of Contents acon plan that aim to standardize and modernize global corporate tax policy, including changes to cross-border tax, transfer pricing documentaon rules, and nexus-based tax incenve pracces. The OECD is also connuing discussions surrounding fundamental changes in allocaon of proﬁts among tax jurisdicons in which companies do business, as well as the implementaon of a global minimum tax (namely the “Pillar One” and “Pillar Two” proposals). Many countries have enacted or begun the process of enacng laws based on Pillar Two proposals, which may adversely impact our provision for income taxes, net income and cash ﬂows. As a result of this heightened scruny, prior decisions by tax authories regarding treatments and posions of corporate income taxes could be subject to enforcement acvies, and legislave invesgaon and inquiry, which could also result in changes in tax policies or prior tax rulings. Any substanal changes in domesc or internaonal corporate tax policies, regulaons or guidance, enforcement acvies or legislave iniaves may materially adversely aﬀect our business, the amount of taxes we are required to pay and our ﬁnancial condion and results of operaons generally. If the tax incenves or tax holiday arrangements we have negoated change or cease to be in eﬀect or applicable for any reason, or if our assumpons and interpretaons regarding tax laws and incenves or holiday arrangements prove to be incorrect, our corporate income taxes could signiﬁcantly increase. Our operaons are currently structured to beneﬁt from the various tax incenves extended to us in various jurisdicons to encourage investment or employment. For example, absent our principal tax incenves from the Singapore Economic Development Board, which is scheduled to expire in 2025, the corporate income tax rate that would apply to our Singapore taxable income would be 17%. We also have a tax holiday on our qualifying income in Malaysia, which is scheduled to expire in ﬁscal year 2028. Each tax incenve and tax holiday is subject to our compliance with various operang and other condions and may, in some instances, be amended or terminated prior to their scheduled terminaon date by the relevant governmental authority. If we cannot, or elect not to, comply with the operang condions included in any parcular tax incenve or tax holiday, we could, in some instances, be required to refund previously realized material tax beneﬁts, or if such tax incenve or tax holiday is terminated prior to its expiraon absent a new incenve applying, we will lose the related tax beneﬁts earlier than scheduled. In addion, we may be required, or elect, to modify our operaonal structure and tax strategy in order to keep an incenve, which could result in a decrease in the beneﬁts of the incenve. Our tax incenves could also be adversely impacted if the global minimum tax provisions (Pillar Two) are adopted in a country in which we have an exisng tax incenve. Our tax incenves and tax holiday, before taking into consideraon U.S. foreign tax credits, decreased the provision for income taxes by approximately $2,104 million in the aggregate and increased diluted net income per share by $4.93 for ﬁscal year 2023. Our interpretaons and conclusions regarding the tax incenves are not binding on any taxing authority, and if our assumpons about tax and other laws are incorrect or if these tax incenves are substanally modiﬁed or rescinded, we could suﬀer material adverse tax and other ﬁnancial consequences, which would increase our expenses, reduce our proﬁtability and adversely aﬀect our cash ﬂows. Our income taxes and overall cash tax costs are aﬀected by a number of factors that could materially, adversely aﬀect ﬁnancial results. Signiﬁcant judgment is required in determining our worldwide income taxes. In the ordinary course of our business, there are many transacons where the ulmate tax determinaon is uncertain. Addionally, our calculaons of income taxes payable currently and on a deferred basis are based on our interpretaons of applicable tax laws in the jurisdicons in which we are required to ﬁle tax returns. Although we believe our tax esmates are reasonable, there is no assurance that the ﬁnal determinaon of our income tax liability will not be materially diﬀerent than what is reﬂected in our income tax provisions and accruals. Our income taxes are subject to volality and could be adversely aﬀected by numerous factors including: • • • • • • reorganizaon or restructuring of our businesses, tangible and intangible assets, outstanding indebtedness and corporate structure, including business combinaons; jurisdiconal mix of our income and assets; changes in the allocaon of income and expenses, including adjustments related to changes in our corporate structure, acquisions or tax law; changes in U.S and foreign tax laws and regulaons, changes to the taxaon of earnings of foreign subsidiaries, taxaon of U.S. income generated from foreign sources, the deducbility of expenses aributable to income and foreign tax credit rules; tax eﬀects of increases in non-deducble employee compensaon; and changes in tax accounng rules or principles and in the valuaon of deferred tax assets and liabilies. 31 Table of Contents We have adopted transfer pricing policies that call for the provision of services, the sale of products, the arrangement of ﬁnancing and the grant of licenses from one aﬃliate to another at prices that we believe are negoated on an arm’s length basis. Our taxable income is dependent upon acceptance by local authories that our operaonal pracces and intercompany transfer pricing are on an arm’s length basis. Due to inconsistencies in applicaon of the arm’s length standard among taxing authories, as well as lack of comprehensive treaty-based protecon, transfer pricing challenges by tax authories could, if successful, result in adjustments for prior or future years. The eﬀects of any such changes could subject us to higher taxes and our earnings, results of operaons and cash ﬂow would be adversely aﬀected. Further, we are subject to, and are under, tax audit in various jurisdicons, and such jurisdicons may assess addional income tax against us. Although we believe our tax posions are reasonable, the ﬁnal determinaon of tax audits could be materially diﬀerent from our income tax provisions and accruals. The ulmate result of an audit could have a material adverse eﬀect on our results of operaons and cash ﬂows in the period or periods for which that determinaon is made. As a result of the VMware Merger, we are subject to tax audits in various jurisdicons for the Dell consolidated group, of which VMware was a member beginning in Dell’s ﬁscal year 2017 unl November 2021. While VMware is no longer a member of the Dell consolidated group, it is sll subject to audit for the periods in which it was member of the Dell consolidated group. While we believe VMware’s posions are reasonable, the ﬁnal determinaon of tax audits could be materially diﬀerent from our income tax provisions and accruals. Further, pursuant to a tax agreement VMware and Dell, in the event VMware becomes subject to audits as a member of Dell’s consolidated group, Dell has authority to control the audit and represent Dell and our interests, could limit our ability to aﬀect the outcome of such audits. We have potenal tax liabilies as a result of VMware’s former controlling ownership by Dell, which could have an adverse eﬀect on our ﬁnancial condion and operang results. If the VMware spin-oﬀ from Dell in November 2021 is determined to not be tax-free for any reason, we could be liable for all or a poron of the tax liability, which could have a material adverse eﬀect on our ﬁnancial condion and operang results. Further, if the VMware Merger results in the spin-oﬀ failing to qualify as a tax-free transacon under Secon 355 of the Internal Revenue Code, Dell, its aﬃliates and, potenally, its stockholders would incur signiﬁcant tax liabilies and we may be required to indemnify Dell and its aﬃliates for any such tax liabilies, which could be material. Risks Related to Our Indebtedness Our substanal indebtedness could adversely aﬀect our ﬁnancial health and our ability to execute our business strategy. As of October 29, 2023, the aggregate indebtedness under our senior notes was $40,815 million. Subsequent to the end of ﬁscal year 2023, we borrowed $30,390 million in term loans to ﬁnance the VMware Merger (the “2023 Term Loans”), and we assumed $8,250 million of VMware’s outstanding senior unsecured notes. Our substanal indebtedness could have important consequences including: • • • • increasing our vulnerability to adverse general economic and industry condions; exposing us to interest rate risk as our 2023 Term Loans bear ﬂoang interest rates, which we do not typically hedge against; liming our ﬂexibility in planning for, or reacng to, changes in the economy and the semiconductor industry; placing us at a compeve disadvantage compared to our competors with less indebtedness; • making it more diﬃcult to borrow addional funds in the future to fund growth, acquisions, working capital, capital expenditures and other purposes; and • potenally requiring us to dedicate a substanal poron of our cash ﬂow from operaons to payments on our indebtedness, thereby reducing the availability of our cash ﬂow to fund our other business needs. We receive debt rangs from the major credit rang agencies in the U.S. Factors that may impact our credit rangs include debt levels, planned asset purchases or sales and near-term and long-term producon growth opportunies. Liquidity, asset quality, cost structure, reserve mix and commodity pricing levels could also be considered by the rang agencies. While we are focused on maintaining investment grade rangs from these agencies, we may be unable to do so. Any downgrade in our credit rang or the rangs of our indebtedness, or adverse condions in the debt capital markets, could: • • • • adversely aﬀect the trading price of, or market for, our debt securies; increase interest expense under our term facilies; increase the cost of, and adversely aﬀect our ability to reﬁnance, our exisng debt; and adversely aﬀect our ability to raise addional debt. 32 Table of Contents The instruments governing our indebtedness impose certain restricons on our business. The instruments governing our indebtedness contain certain covenants imposing restricons on our business. These restricons may aﬀect our ability to operate our business, to plan for, or react to, changes in the market condions or our capital needs and may limit our ability to take advantage of potenal business opportunies as they arise. The restricons placed on us include maintenance of an interest coverage rao and limitaons on our ability to incur certain secured debt, enter into certain sale and lease-back transacons and consolidate, merge, sell or otherwise dispose of all or substanally all of our assets. In addion, the instruments contain customary events of default upon the occurrence of which, aer any applicable grace period, the indebtedness could be declared immediately due and payable. In such event, we may not have suﬃcient available cash to repay such debt at the me it becomes due, or be able to reﬁnance such debt on acceptable terms or at all. Any of the foregoing could materially adversely aﬀect our business, ﬁnancial condion and results of operaons. Servicing our debt requires a signiﬁcant amount of cash, and we may not have suﬃcient cash ﬂow from our business to pay our substanal debt. Our ability to make scheduled payments of the principal of, to pay interest on, and to reﬁnance our debt, depends on our future performance, which is subject to economic, ﬁnancial, compeve and other factors. Our business may not connue to generate cash ﬂow from operaons in the future suﬃcient to sasfy our obligaons under our current indebtedness and any future indebtedness we may incur and to make necessary capital expenditures. If we are unable to generate such cash ﬂow, we may be required to adopt one or more alternaves, such as reducing or delaying investments or capital expenditures, selling assets, reﬁnancing or obtaining addional equity capital on terms that may be onerous or highly diluve. Our ability to reﬁnance our outstanding indebtedness or future indebtedness will depend on the capital markets and our ﬁnancial condion at such me. We may not be able to engage in any of these acvies or engage in these acvies on desirable terms when needed, which could result in a default on our indebtedness. Risks Related to Owning Our Common Stock At mes, our stock price has been volale and it may ﬂuctuate substanally in the future, which could result in substanal losses for our investors as well as class acon ligaon against us and our management which could cause us to incur substanal costs and divert our management’s aenon and resources. The trading price of our common stock has, at mes, ﬂuctuated signiﬁcantly and could be subject to wide ﬂuctuaons in response to any of the risk factors listed in this “Risk Factors” secon, and others, including: • • • • • • • issuance of new or updated research or other reports by securies analysts; ﬂuctuaons in the valuaon and results of operaons of our signiﬁcant customers as well as companies perceived by investors to be comparable to us; announcements of proposed acquisions by us or our competors; announcements of, or expectaons of, addional debt or equity ﬁnancing transacons; stock price and volume ﬂuctuaons aributable to inconsistent trading volume levels of our common stock; hedging or arbitrage trading acvity involving our common stock; and unsubstanated news reports or other inaccurate publicity regarding us or our business. These ﬂuctuaons are oen unrelated or disproporonate to our operang performance. Broad market and industry ﬂuctuaons, as well as general economic, polical and market condions such as recessions, interest rate changes or currency ﬂuctuaons, may negavely impact the market price of our common stock. You may not realize any return on your investment in us and may lose some or all of your investment. In the past, companies that have experienced volality in the market price of their stock have been subject to securies class acon ligaon. We may be the target of this type of ligaon in the future. In addion, we have been, and in the future we may be, subject to lawsuits stemming from our acquisions, including the VMware Merger. Securies ligaon against us, including the lawsuits related to such acquisions, could result in substanal costs and divert our management’s aenon from other business concerns, which could seriously harm our business. The amount and frequency of our stock repurchases may ﬂuctuate. The amount, ming and execuon of our stock repurchase program may ﬂuctuate based on our priories for the use of cash for other purposes. These purposes include operaonal spending, capital spending, acquisions, repayment of debt and returning cash to our stockholders as dividend payments. Changes in cash ﬂows, tax laws and our stock price could also impact our stock repurchase program. We are not obligated to repurchase any speciﬁc amount of shares of common stock, and the stock repurchase program may be suspended or terminated at any me. 33 Table of Contents A substanal amount of our stock is held by a small number of large investors and signiﬁcant sales of our common stock by one or more of these holders could cause our stock price to fall. As of September 29, 2023, we believe 10 of our 20 largest holders of common stock were acve instuonal investors who held 23% of our outstanding shares of common stock in the aggregate. These investors may sell their shares at any me for a variety of reasons and such sales could depress the market price of our common stock. In addion, any such sales of our common stock by these enes could also impair our ability to raise capital through the sale of addional equity securies. There can be no assurance that we will connue to declare cash dividends. Our Board of Directors has adopted a dividend policy pursuant to which we currently pay a cash dividend on our common stock on a quarterly basis. The declaraon and payment of any dividend is subject to the approval of our Board of Directors and our dividend may be disconnued or reduced at any me. Because we are a holding company, our ability to pay cash dividends is also limited by restricons or limitaons on our ability to obtain suﬃcient funds through dividends from subsidiaries. There can be no assurance that we will declare cash dividends in the future in any parcular amounts, or at all. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 1C. CYBERSECURITY Not applicable. ITEM 2. PROPERTIES We are headquartered in Palo Alto, California and our primary warehouse is located in Malaysia. We conduct our administraon, manufacturing, research and development, sales and markeng in both owned and leased facilies. We believe that our owned and leased facilies are adequate for our present operaons. We do not idenfy or allocate assets by operang segment. As of October 29, 2023, our owned and leased facilies in excess of 100,000 square feet consisted of: (In square feet) Owned facilies Leased facilies (a) (b) United States Other Countries Total 2,586,368 796,508 3,382,876 928,888 1,309,667 2,238,555 3,515,256 2,106,175 5,621,431 Total facilies _______________ (a) Includes 318,000 square feet and 153,000 square feet of property owned in Malaysia subject to a 60-year land lease with the state authority expiring in May 2051 and March 2077, respecvely, subject to renewal at our opon. (b) Building leases expire on varying dates through February 2046 and generally include renewals at our opon. ITEM 3. LEGAL PROCEEDINGS The informaon set forth under Note 13. “Commitments and Conngencies” included in Part II, Item 8. of this Annual Report on Form 10-K, is incorporated herein by reference. For an addional discussion of certain risks associated with legal proceedings, see “Risk Factors” above. ITEM 4. MINE SAFETY DISCLOSURES None. 34 Table of Contents ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES PART II Market Informaon Broadcom common stock is listed on The Nasdaq Global Select Market under the symbol “AVGO”. Holders As of November 24, 2023, there were 1,389 holders of record of our common stock. A substanally greater number of stockholders are “street name” or beneﬁcial holders, whose shares are held of record by banks, brokers and other ﬁnancial instuons. Issuer Purchases of Equity Securies In December 2021, our Board of Directors authorized a stock repurchase program to repurchase up to $10 billion of our common stock from me to me through December 31, 2022, which was subsequently extended to December 31, 2023. In May 2022, our Board of Directors authorized another stock repurchase program to repurchase up to an addional $10 billion of our common stock from me to me through December 31, 2023 (“May 2022 Authorizaon”). We repurchased and rered approximately 9 million and 12 million shares of our common stock for $5,824 million and $7,000 million under these stock repurchase programs during ﬁscal years 2023 and 2022, respecvely. Repurchases under our stock repurchase programs may be eﬀected through a variety of methods, including open market or privately negoated purchases. The ming and amount of shares repurchased will depend on the stock price, business and market condions, corporate and regulatory requirements, alternave investment opportunies, acquision opportunies, and other factors. We are not obligated to repurchase any speciﬁc amount of shares of common stock, and the stock repurchase programs may be suspended or terminated at any me. The following table presents details of our various repurchases during the ﬁscal quarter ended October 29, 2023, pursuant to the May 2022 Authorizaon. Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plan Total Number of Shares Purchased as Part of Publicly Announced Plan Total Number of Shares Purchased Average Price per Share (a) (a) Period July 31, 2023 - August 27, 2023 August 28, 2023 - September 24, 2023 September 25, 2023 - October 29, 2023 Total _________________________________ (In millions, except per share data) 0.1 — — 0.1 (b) $ $ $ $ 894.78 — 861.23 885.52 $ $ $ 0.1 — — 0.1 (b) 7,209 7,209 7,176 (a) We also paid approximately $454 million in employee withholding taxes due upon the vesng of net seled equity awards. We withheld approximately 1 million shares of common stock from employees in connecon with such net share selement at an average price of $852.93 per share. These shares may be deemed to be “issuer purchases” of shares and are not included in this table. (b) Represents fewer than 0.1 million shares. 35 Table of Contents Stock Performance Graph The following graph shows a comparison of cumulave total return for our common stock, the Standard & Poor’s 500 Stock Index (the “S&P 500 Index”) and the NASDAQ 100 Index for the ﬁve ﬁscal years ended October 29, 2023. The total return graph and table assume that $100 was invested on November 2, 2018 (the last trading day of our ﬁscal year 2018) in each of Broadcom Inc. common stock, the S&P 500 Index and the NASDAQ 100 Index and assume that all dividends are reinvested. Indexes are calculated on a month-end basis. The comparisons in the graph below are based on historical data and are not indicave of, or intended to forecast, the possible future performance of our common stock. Comparison of Five Year Cumulave Total Return Among Broadcom Inc., the S&P 500 Index and the NASDAQ 100 Index Broadcom Inc. S&P 500 Index NASDAQ 100 Index November 4, 2018 $ $ $ 100.00 $ 100.00 $ 100.00 $ November 3, 2019 November 1, 2020 October 31, 2021 October 30, 2022 October 29, 2023 139.62 $ 114.95 $ 118.49 $ 172.47 $ 124.89 $ 161.99 $ 270.48 $ 178.49 $ 233.96 $ 247.83 $ 153.55 $ 171.79 $ 451.15 164.78 212.82 The graph and the table above shall not be deemed “ﬁled” with the SEC for the purposes of Secon 18 of the Exchange Act or otherwise subject to the liabilies of that secon, nor shall it be deemed incorporated by reference in any ﬁling made by us with the SEC, regardless of any general incorporaon language in such ﬁling. ITEM 6. [RESERVED] 36 Table of Contents ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Management’s Discussion and Analysis of Financial Condion and Results of Operaons should be read in conjuncon with our consolidated ﬁnancial statements and notes thereto, which appear elsewhere in this Annual Report on Form 10-K. This discussion may contain forward-looking statements based upon current expectaons that involve risks and uncertaines. Our actual results may diﬀer materially from those ancipated in these forward-looking statements as a result of various factors, including those set forth under the capon “Risk Factors” or in other parts of this Annual Report on Form 10-K. The following secon generally discusses our ﬁnancial condion and results of operaons for our ﬁscal year ended October 29, 2023 (“ﬁscal year 2023”) compared to our ﬁscal year ended October 30, 2022 (“ﬁscal year 2022”). A discussion regarding our ﬁnancial condion and results of operaons for ﬁscal year 2022 compared to our ﬁscal year ended October 31, 2021 (“ﬁscal year 2021”) can be found in Part II, Item 7 of our Annual Report on Form 10-K for ﬁscal year 2022, ﬁled with the Securies and Exchange Commission (the “SEC”) on December 16, 2022. Overview We are a global technology leader that designs, develops and supplies a broad range of semiconductor and infrastructure soware soluons. We develop semiconductor devices with a focus on complex digital and mixed signal complementary metal oxide semiconductor based devices and analog III-V based products. We have a history of innovaon in the semiconductor industry and oﬀer thousands of products that are used in end products such as enterprise and data center networking, home connecvity, set-top boxes, broadband access, telecommunicaon equipment, smartphones and base staons, data center servers and storage systems, factory automaon, power generaon and alternave energy systems, and electronic displays. Our infrastructure soware soluons enable customers to plan, develop, automate, manage and secure applicaons across mainframe, distributed, mobile and cloud plaorms. Our porolio of infrastructure and security soware is designed to modernize, opmize, and secure the most complex hybrid environments, enabling scalability, agility, automaon, insights, resiliency and security. We also oﬀer mission crical ﬁbre channel storage area networking (“FC SAN”) products and related soware in the form of modules, switches and subsystems incorporang mulple semiconductor products. We have two reportable segments: semiconductor soluons and infrastructure soware. Our semiconductor soluons segment includes all of our product lines and intellectual property (“IP”) licensing. Our infrastructure soware segment includes our mainframe, distributed and cyber security soluons, and our FC SAN business. Our strategy is to combine best-of-breed technology leadership in semiconductor and infrastructure soware soluons, with unmatched scale, on a common sales and administrave plaorm to deliver a comprehensive suite of infrastructure technology products to the world’s leading business and government customers. We seek to achieve this through responsibly ﬁnanced acquisions of category-leading businesses and technologies, as well as invesng extensively in research and development, to ensure our products retain their technology leadership. This strategy results in a robust business model designed to drive diversiﬁed and sustainable operang and ﬁnancial results. The demand for our products has been aﬀected in the past, and is likely to connue to be aﬀected in the future, by various factors, including the following: • gain or loss of signiﬁcant customers; • general economic and market condions in the industries and markets in which we compete; • our distributors’ product inventory and end customer demand; • the rate at which our present and future customers and end-users adopt our products and technologies in our target markets, and the rate at which our customers' products that include our technology are accepted in their markets; • the shi to cloud-based informaon technology soluons and services, such as hyperscale compung, which may adversely aﬀect the ming and volume of sales of our products for use in tradional enterprise data centers; and • the ming, rescheduling or cancellaon of expected customer orders. Fiscal Year Highlights Highlights during ﬁscal year 2023 include the following: • We generated $18,085 million of cash from operaons. • We paid $7,645 million in cash dividends. • We repurchased $5,824 million of common stock. 37 Table of Contents Acquision of VMware, Inc. On November 22, 2023, we completed the acquision of VMware in a cash-and-stock transacon (the “VMware Merger”). Pursuant to the Agreement and Plan of Merger, each share of VMware common stock issued and outstanding immediately prior to the eﬀecve me of the VMware Merger was indirectly converted into the right to receive, at the elecon of the holder of such share of VMware common stock, either $142.50 in cash, without interest, or 0.2520 shares of Broadcom common stock. The stockholder elecon was prorated, such that the total number of shares of VMware common stock entled to receive cash and the total number of shares of VMware common stock entled to receive Broadcom common stock, in each case, was equal to 50% of the aggregate number of shares of VMware common stock issued and outstanding. Based on the VMware stockholders’ elecons, the VMware stockholders received approximately $30.8 billion in cash and 54.4 million shares of Broadcom common stock in aggregate. We assumed all outstanding VMware restricted stock unit (“RSU”) awards and performance stock unit awards held by connuing employees. The assumed awards were converted into approximately 5 million Broadcom RSU awards. All outstanding in-the-money VMware stock opons and RSU awards held by non- employee directors were accelerated and converted into the right to receive cash and shares of Broadcom common stock, in equal parts. VMware was a leading provider of mul-cloud services for all applicaons, enabling digital innovaon with enterprise control. We acquired VMware to enhance our infrastructure soware capabilies. The preliminary purchase consideraon for the VMware Merger was approximately $86.3 billion. We funded the cash poron of the VMware Merger with net proceeds from the issuance of $30.4 billion in term loans under a credit agreement that we entered into on August 15, 2023 (the “2023 Credit Agreement”), as well as cash on hand. See Note 15. “Subsequent Events” included in Part II, Item 8 of this Annual Report on Form 10-K for addional informaon. The discussions below related to our business and ﬁnancial results for ﬁscal year 2023 and prior periods do not include any impact from or informaon relang to the VMware Merger. Net Revenue A majority of our net revenue is derived from sales of a broad range of semiconductor devices that are incorporated into electronic products, as well as from modules, switches and subsystems. Net revenue is also generated from the sale of soware soluons that enable our customers to plan, develop, automate, manage, and secure applicaons across mainframe, distributed, mobile, and cloud plaorms. Our overall net revenue, as well as the percentage of total net revenue generated by sales in our semiconductor soluons and infrastructure soware segments, have varied from quarter to quarter, due largely to ﬂuctuaons in end-market demand, including the eﬀects of seasonality, which are discussed in detail in Part I, Item 1. Business under “Seasonality” of this Annual Report on Form 10-K. Distributors and original equipment manufacturers (“OEMs”), or their contract manufacturers, typically account for the substanal majority of our semiconductor sales. To serve customers around the world, we have strategically developed relaonships with large global electronic component distributors, complemented by a number of regional distributors with customer relaonships based on their respecve product ranges. We have established strong relaonships with leading OEM customers across mulple target markets. Our direct sales force focuses on supporng our large OEM customers and has specialized product and service knowledge that enables us to sell speciﬁc oﬀerings at key levels throughout a customer’s organizaon. Certain customers require us to contract with them directly and with speciﬁed intermediaries, such as contract manufacturers. Many of our major customer relaonships have been in place for many years and are oen the result of years of collaborave product development. This has enabled us to build our extensive IP porolio and develop crical experse regarding our customers’ requirements, including substanal system-level knowledge. This collaboraon has provided us with key insights into our customers' businesses and has enabled us to be more eﬃcient and producve and to beer serve our target markets and customers. We recognize revenue upon the delivery of our products to the distributors, which can cause our quarterly net revenue to ﬂuctuate signiﬁcantly. Such revenue is reduced for esmated returns and distributor allowances. Our soware customers generally consist of large enterprises that have compung environments from mulple vendors and are highly complex. We believe our enterprise-wide license model will connue to oﬀer our customers reduced complexity, more ﬂexibility and an easier renewal process that will help drive revenue growth. Costs and Expenses Cost of products sold. Cost of products sold consists primarily of the costs for semiconductor wafers and other materials, as well as the costs of assembling and tesng those products and materials. Such costs include personnel and overhead related to our manufacturing operaons, which include stock-based compensaon expense, related occupancy, computer services, equipment costs, manufacturing quality, order fulﬁllment, warranty adjustments, inventory adjustments 38 Table of Contents including write-downs for inventory obsolescence, and acquision costs, which include direct transacon costs and acquision-related costs. Although we outsource a signiﬁcant poron of our manufacturing acvies, we do have some proprietary semiconductor fabricaon facilies. If we are unable to ulize our owned fabricaon facilies at a desired level, the ﬁxed costs associated with these facilies will not be fully absorbed, resulng in higher average unit costs and lower gross margins. Cost of subscripons and services. Cost of subscripons and services consists of personnel, project costs associated with professional services or support of our subscripons and services revenue, and allocated facilies costs and other corporate expenses. Personnel costs include stock-based compensaon expense. Total cost of revenue also includes amorzaon of acquision-related intangible assets and restructuring charges. Research and development. Research and development expense consists primarily of personnel costs for our engineers engaged in the design and development of our products and technologies, including stock-based compensaon expense. These expenses also include project material costs, third-party fees paid to consultants, prototype development expense, allocated facilies costs and other corporate expenses and computer services costs related to supporng computer tools used in the engineering and design process. Selling, general and administrave. Selling expense consists primarily of compensaon and associated costs for sales and markeng personnel, including stock-based compensaon expense, sales commissions paid to our independent sales representaves, adversing costs, trade shows, corporate markeng, promoon, travel related to our sales and markeng operaons, related occupancy and equipment costs, and other markeng costs. General and administrave expense consists primarily of compensaon and associated costs for execuve management, ﬁnance, human resources and other administrave personnel, including stock-based compensaon expense, outside professional fees, allocated facilies costs, acquision-related costs and other corporate expenses. Amorzaon of acquision-related intangible assets. In connecon with our acquisions, we recognize intangible assets that are being amorzed over their esmated useful lives. We also recognize goodwill, which is not amorzed, and in-process research and development (“IPR&D”), which is inially capitalized as an indeﬁnite-lived intangible asset, in connecon with the acquisions. Upon compleon of each underlying project, IPR&D assets are reclassiﬁed as amorzable purchased intangible assets and amorzed over their esmated useful lives. Restructuring and other charges. Restructuring and other charges consist primarily of non-recurring charges related to IP ligaon, compensaon costs associated with employee exit programs, alignment of our global manufacturing operaons, raonalizing product development program costs, facility and lease abandonments, ﬁxed asset impairment, IPR&D impairment, and other exit costs, including curtailment of service or supply agreements. Interest expense. Interest expense includes coupon interest, commitment fees, accreon of original issue discount, amorzaon of debt premiums and debt issuance costs, and expenses related to debt modiﬁcaons or exnguishments. Other income (expense), net. Other income (expense), net includes interest income, gains or losses on investments, foreign currency remeasurement, and other miscellaneous items. Provision for income taxes. We have structured our operaons to maximize the beneﬁt from tax incenves extended to us in various jurisdicons to encourage investment or employment. Our tax incenves from the Singapore Economic Development Board provide that any qualifying income earned in Singapore is subject to tax incenves or reduced rates of Singapore income tax, subject to our compliance with the condions speciﬁed in these incenves and legislave developments. These Singapore tax incenves are presently expected to expire in November 2025. The corporate income tax rate in Singapore that would otherwise apply to us would be 17%. We also have a tax holiday from our qualifying income earned in Malaysia, which is scheduled to expire in 2028. Each tax incenve and tax holiday is also subject to our compliance with various operang and other condions. If we cannot, or elect not to, comply with any such operang condions speciﬁed, we could, in some instances, be required to refund previously realized material tax beneﬁts, or if such tax incenve or tax holiday is terminated prior to its expiraon absent a new incenve applying, we will lose the related tax beneﬁts earlier than scheduled. We may elect to modify our operaonal structure and tax strategy, which may not be as beneﬁcial to us as the beneﬁts provided under the present tax concession arrangements. Before taking into consideraon the eﬀects of the U.S. Tax Cuts and Jobs Act and other indirect tax impacts, the eﬀect of these tax incenves and tax holiday decreased the provision for income taxes by approximately $2,104 million and $1,821 million for ﬁscal years 2023 and 2022, respecvely. Our interpretaons and conclusions regarding the tax incenves are not binding on any taxing authority, and if our assumpons about tax and other laws are incorrect or if these tax incenves are substanally modiﬁed or rescinded, we could suﬀer material adverse tax and other ﬁnancial consequences, which would increase our expenses, reduce our proﬁtability and 39 Table of Contents adversely aﬀect our cash ﬂows. In addion, taxable income in any jurisdicon is dependent upon acceptance of our operaonal pracces and intercompany transfer pricing by local tax authories as being on an arm’s length basis. Due to inconsistencies in applicaon of the arm’s length standard among taxing authories, as well as lack of adequate treaty-based protecon, transfer pricing challenges by tax authories could, if successful, substanally increase our income tax expense. Crical Accounng Esmates The preparaon of ﬁnancial statements in accordance with generally accepted accounng principles in the United States (“GAAP”) requires us to make esmates and assumpons that aﬀect the reported amounts of assets and liabilies and disclosure of conngent assets and liabilies at the date of the ﬁnancial statements and the reported amounts of revenue and expenses during the reporng periods. We base our esmates and assumpons on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilies and the accrual of costs and expenses that are not readily apparent from other sources. Our actual ﬁnancial results may diﬀer materially and adversely from our esmates. Our crical accounng policies are those that aﬀect our ﬁnancial statements materially and involve diﬃcult, subjecve or complex judgments by management. Those policies include revenue recognion, valuaon of goodwill and long-lived assets, and income taxes. See Note 2. “Summary of Signiﬁcant Accounng Policies” included in Part II, Item 8. of this Annual Report on Form 10-K for further informaon on our crical accounng policies and esmates. Revenue recognion. We account for a contract with a customer when both pares have approved the contract and are commied to perform their respecve obligaons, each party’s rights can be idenﬁed, payment terms can be idenﬁed, the contract has commercial substance, and it is probable we will collect substanally all of the consideraon we are entled to. Revenue is recognized when, or as, performance obligaons are sasﬁed by transferring control of a promised product or service to a customer. Our products and services can be broadly categorized as sales of products and subscripons and services. We recognize products revenue from sales to direct customers and distributors when control transfers to the customer. An allowance for distributor credits covering price adjustments is made based on our esmate of historical experience rates as well as considering economic condions and contractual terms. To date, actual distributor claims acvity has been materially consistent with the provisions we have made based on our historical esmates. However, because of the inherent nature of esmates, there is always a risk that there could be signiﬁcant diﬀerences between actual amounts and our esmates. Diﬀerent judgments or esmates could result in variances that might be signiﬁcant to reported operang results. We also record reducons of revenue for rebates in the same period that the related revenue is recorded. We accrue 100% of potenal rebates at the me of sale. We reverse the accrual of unclaimed rebate amounts as speciﬁc rebate programs contractually end and when we believe unclaimed rebates are no longer subject to payment and will not be paid. Thus, the reversal of unclaimed rebates may have a posive impact on our net revenue and net income in subsequent periods. Valuaon of goodwill and long-lived assets. We perform an annual impairment review of our goodwill during the fourth ﬁscal quarter of each year, and more frequently if we believe indicators of impairment exist. The process of evaluang the potenal impairment of goodwill is highly subjecve and requires signiﬁcant judgment. To review for impairment, we ﬁrst assess qualitave factors to determine whether events or circumstances lead to a determinaon that it is more likely than not that the fair value of any of our reporng units is less than its carrying amount. Our qualitave assessment of the recoverability of goodwill, whether performed annually or based on speciﬁc events or circumstances, considers various macroeconomic, industry-speciﬁc and company-speciﬁc factors. These factors include: (i) severe adverse industry or economic trends; (ii) signiﬁcant company-speciﬁc acons, including exing an acvity in conjuncon with restructuring of operaons; (iii) current, historical or projected deterioraon of our ﬁnancial performance; or (iv) a sustained decrease in our market capitalizaon below our net book value. Aer assessing the totality of events and circumstances, if we determine that it is not more likely than not that the fair value of any of our reporng units is less than its carrying amount, no further assessment is performed. If we determine that it is more likely than not that the fair value of any of our reporng units is less than its carrying amount, we calculate the fair value of that reporng unit and compare the fair value to the reporng unit’s net book value. Determining the fair value of a reporng unit involves the use of signiﬁcant esmates and assumpons. Our goodwill impairment test uses both the income approach and the market approach to esmate a reporng unit's fair value. The income approach is based on the discounted cash ﬂow method that uses the reporng unit esmates for forecasted future ﬁnancial performance, including revenues, operang expenses, and taxes, as well as working capital and capital asset requirements. These esmates are developed as part of our long-term planning process based on assumed market segment growth rates and our assumed market segment share, esmated costs based on historical data and various internal esmates. Projected cash ﬂows are then discounted to a present value employing a discount rate that properly accounts for the esmated market weighted-average cost of capital, as well as any risk unique to the subject cash ﬂows. The market approach is based on weighng the ﬁnancial mulples of comparable companies and applying a control premium. A reporng unit's 40 Table of Contents carrying value represents the assignment of various assets and liabilies, excluding certain corporate assets and liabilies, such as cash and debt. We assess the impairment of long-lived assets, including purchased IPR&D, property, plant and equipment, right-of-use assets, and intangible assets, whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Factors we consider important which could trigger an impairment review include: (i) signiﬁcant under-performance relave to historical or projected future operang results, (ii) signiﬁcant changes in the manner of our use of the acquired assets or the strategy for our overall business, or (iii) signiﬁcant negave industry or economic trends. The process of evaluang the potenal impairment of long-lived assets under the accounng guidance on property, plant and equipment, and intangible assets is also highly subjecve and requires signiﬁcant judgment. In order to esmate the fair value of long-lived assets, we typically make various assumpons about the future prospects of our business or the part of our business to which the long-lived assets relate. We also consider market factors speciﬁc to the business and esmate future cash ﬂows to be generated by the business, which requires signiﬁcant judgment as it is based on assumpons about market demand for our products over a number of future years. Based on these assumpons and esmates, we determine whether we need to take an impairment charge to reduce the value of the long-lived assets stated on our consolidated balance sheets to reﬂect their esmated fair value. Assumpons and esmates about future values and remaining useful lives are complex and oen subjecve. They can be aﬀected by a variety of factors, including external factors, such as the real estate market, industry and economic trends, and internal factors, such as changes in our business strategy and our internal forecasts. Although we believe the assumpons and esmates we have made in the past have been reasonable and appropriate, changes in assumpons and esmates could materially impact our reported ﬁnancial results. Income taxes. Signiﬁcant management judgment is required in developing our provision for or beneﬁt from income taxes, including the determinaon of deferred tax assets and liabilies and any valuaon allowances that might be required against the deferred tax assets. We have considered projected future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for valuaon allowances. An adjustment to the valuaon allowance will either increase or decrease our provision for or beneﬁt from income taxes in the period such determinaon is made. In evaluang the exposure associated with various tax ﬁling posions, we accrue an income tax liability when such posions do not meet the more-likely-than-not threshold for recognion. The calculaon of our tax liabilies involves dealing with uncertaines in the applicaon of complex tax laws and regulaons in a multude of jurisdicons. We recognize potenal liabilies for ancipated tax audit issues in the U.S. and other tax jurisdicons based on our esmate of whether, and the extent to which, addional taxes, interest, and penales will be due. If our esmate of income tax liabilies proves to be less than the actual amount ulmately assessed, a further charge to tax expense would be required. If the payment of these amounts ulmately proves to be unnecessary, the reversal of the accrued liabilies would result in tax beneﬁts being recognized in the period when we determine the liabilies no longer exist. Fiscal Year Presentaon We operate on a 52- or 53-week ﬁscal year ending on the Sunday closest to October 31 in a 52-week year and the ﬁrst Sunday in November in a 53-week year. Our ﬁscal years 2023, 2022 and 2021 each consisted of 52 weeks. The ﬁnancial statements included in Part II, Item 8. of this Annual Report on Form 10-K are presented in accordance with GAAP and expressed in U.S. dollars. 41 Table of Contents Results of Operaons Fiscal Year 2023 Compared to Fiscal Year 2022 The following table sets forth our results of operaons for the periods presented: Statements of Operaons Data: Net revenue: Products Subscripons and services Total net revenue Cost of revenue: Cost of products sold Cost of subscripons and services Amorzaon of acquision-related intangible assets Restructuring charges Total cost of revenue Gross margin Research and development Selling, general and administrave Amorzaon of acquision-related intangible assets Restructuring and other charges Total operang expenses Operang income Net Revenue Fiscal Year Ended October 29, 2023 October 30, 2022 October 29, 2023 October 30, 2022 (In millions) (As a percentage of net revenue) $ $ 27,891 $ 7,928 35,819 8,636 636 1,853 4 11,129 24,690 5,253 1,592 1,394 244 8,483 16,207 $ 26,277 6,926 33,203 7,629 627 2,847 5 11,108 22,095 4,919 1,382 1,512 57 7,870 14,225 78 % 22 100 24 2 5 — 31 69 15 4 4 1 24 45 % 79 % 21 100 23 2 8 — 33 67 15 4 5 — 24 43 % A relavely small number of customers account for a signiﬁcant poron of our net revenue. Sales of products to distributors accounted for 57% and 56% of our net revenue for ﬁscal years 2023 and 2022, respecvely. Direct sales to WT Microelectronics Co., Ltd., a distributor, accounted for 21% and 20% of our net revenue for ﬁscal years 2023 and 2022, respecvely. We believe aggregate sales to our top ﬁve end customers, through all channels, accounted for approximately 35% of our net revenue for each of ﬁscal years 2023 and 2022. We believe aggregate sales to Apple Inc., through all channels, accounted for approximately 20% of our net revenue for each of ﬁscal years 2023 and 2022. We expect to connue to experience signiﬁcant customer concentraon in future periods. The loss of, or signiﬁcant decrease in demand from, any of our top ﬁve end customers could have a material adverse eﬀect on our business, results of operaons and ﬁnancial condion. From me to me, some of our key semiconductor customers place large orders or delay orders, causing our quarterly net revenue to ﬂuctuate signiﬁcantly. This is parcularly true of our wireless products as ﬂuctuaons may be magniﬁed by the ming of launches, and seasonal variaons in sales, of mobile devices. In addion, the macroeconomic environment remains uncertain and may cause our net revenue to ﬂuctuate signiﬁcantly and impact our results of operaons. Although we recognize revenue for the majority of our products when tle and control transfer in Penang, Malaysia, we disclose net revenue by country based primarily on the geographic shipment or delivery locaon speciﬁed by our distributors, OEMs, contract manufacturers, channel partners, or soware customers. In ﬁscal years 2023 and 2022, 32% and 35%, respecvely, of our net revenue came from shipments or deliveries to China (including Hong Kong). However, the end customers for either our products or for the end products into which our products are incorporated, are frequently located in countries other than China (including Hong Kong). As a result, we believe that a substanally smaller percentage of our net revenue is ulmately dependent on sales of either our product or our customers’ product incorporang our product, to end customers located in China (including Hong Kong). 42 Table of Contents The following tables set forth net revenue by segment for the periods presented: Net Revenue by Segment Semiconductor soluons Infrastructure soware Total net revenue Net Revenue by Segment Semiconductor soluons Infrastructure soware Total net revenue Fiscal Year Ended October 29, 2023 October 30, 2022 $ Change % Change (In millions, except percentages) $ $ 28,182 $ 7,637 35,819 $ 25,818 $ 7,385 33,203 $ 2,364 252 2,616 October 29, 2023 October 30, 2022 Fiscal Year Ended (As a percentage of net revenue) 79 % 21 100 % 9 % 3 % 8 % 78 % 22 100 % Net revenue from our semiconductor soluons segment increased due to strong product demand, primarily for networking, server storage and broadband products. Net revenue from our infrastructure soware segment increased primarily due to increases in sales from our mainframe soluons, parally oﬀset by lower demand for our FC SAN products. Gross Margin Gross margin was $24,690 million, or 69% of net revenue, for ﬁscal year 2023, compared to $22,095 million, or 67% of net revenue, for ﬁscal year 2022. The increase was primarily due to lower amorzaon of acquision-related intangible assets, mainly from our 2016 acquision of Broadcom Corporaon, parally oﬀset by less favorable margin within our semiconductor soluons segment driven by product mix. We expect to incur addional amorzaon of acquision- related intangible assets in future periods as a result of the VMware Merger and any further acquisions we may make. Research and Development Expense Research and development expense increased $334 million, or 7%, in ﬁscal year 2023, compared to the prior ﬁscal year. The increase was primarily due to higher stock-based compensaon expense as a result of annual employee equity awards granted at higher grant-date fair values in ﬁscal year 2023, parally oﬀset by lower variable employee compensaon expense. We expect to incur addional research and development expense in future periods as a result of the VMware Merger and any further acquisions we may make. Selling, General and Administrave Expense Selling, general and administrave expense increased $210 million, or 15%, in ﬁscal year 2023, compared to the prior ﬁscal year. The increase was primarily due to higher costs incurred in connecon with the VMware Merger and higher stock-based compensaon expense as a result of annual employee equity awards granted at higher grant-date fair values in ﬁscal year 2023, parally oﬀset by lower variable employee compensaon expense. Amorzaon of Acquision-Related Intangible Assets Amorzaon of acquision-related intangible assets recognized in operang expenses decreased $118 million, or 8%, in ﬁscal year 2023, compared to the prior ﬁscal year. The decrease was primarily due to lower amorzaon of customer-related intangible assets from our acquision of LSI Corporaon. We expect to incur addional amorzaon of acquision-related intangible assets in future periods as a result of the VMware Merger and any further acquisions we may make. Restructuring and Other Charges Restructuring and other charges in ﬁscal year 2023 primarily included non-recurring charges related to IP ligaon. We expect to incur addional restructuring and other charges in future periods as a result of the VMware Merger and any further acquisions we may make. Stock-Based Compensaon Expense Total stock-based compensaon expense was $2,171 million and $1,533 million for ﬁscal years 2023 and 2022, respecvely. The increase was primarily due to annual employee equity awards granted at higher grant-date fair values in ﬁscal year 2023. We expect to incur addional stock-based compensaon expense in future periods as a result of the VMware Merger and any further acquisions we may make. 43 Table of Contents The following table sets forth the total unrecognized compensaon cost related to unvested stock-based awards outstanding and expected to vest as of October 29, 2023. The remaining weighted-average service period was 3.4 years. Fiscal Year: 2024 2025 2026 2027 2028 Total Unrecognized Compensaon Cost, Net of Expected Forfeitures (In millions) $ $ 2,279 1,845 1,407 715 129 6,375 During the ﬁrst quarter of ﬁscal year ended November 3, 2019 (“ﬁscal year 2019”), our Compensaon Commiee approved a broad-based program of mul-year equity grants of me- and market-based RSUs (the “Mul-Year Equity Awards”) in lieu of our annual employee equity awards historically granted on March 15 of each year. Each Mul-Year Equity Award vests on the same basis as four annual grants made on March 15 of each year, beginning in ﬁscal year 2019, with successive four-year vesng periods. We recognize stock-based compensaon expense related to the Mul-Year Equity Awards from the grant date through their respecve vesng date, ranging from 4 years to 7 years. Segment Operang Results Operang Income by Segment October 29, 2023 October 30, 2022 $ Change % Change Fiscal Year Ended Semiconductor soluons Infrastructure soware Unallocated expenses Total operang income (In millions, except percentages) $ $ 16,486 $ 5,639 (5,918) 16,207 $ 15,075 $ 5,219 (6,069) 14,225 $ 1,411 420 151 1,982 9 % 8 % (2)% 14 % Operang income from our semiconductor soluons segment increased primarily due to higher net revenue from networking, server storage, and broadband products. Operang income from our infrastructure soware segment increased primarily due to higher net revenue from our mainframe soluons, parally oﬀset by lower net revenue from our FC SAN products. Unallocated expenses include amorzaon of acquision-related intangible assets; stock-based compensaon expense; restructuring and other charges; acquision-related costs; and other costs that are not used in evaluang the results of, or in allocang resources to, our segments. Unallocated expenses decreased 2% in ﬁscal year 2023, compared to the prior ﬁscal year, primarily due to lower amorzaon of acquision-related intangible assets, substanally oﬀset by higher stock-based compensaon expense, non-recurring charges related to IP ligaon, and acquision-related costs. Non-Operang Income and Expenses Interest expense. Interest expense was $1,622 million and $1,737 million for ﬁscal years 2023 and 2022, respecvely. The decrease was due to losses on exnguishment of debt related to debt transacons incurred in ﬁscal year 2022. We expect to incur addional interest expense in future periods as a result of indebtedness associated with the VMware Merger. Other income (expense), net. Other income (expense), net includes interest income, gains or losses on investments, foreign currency remeasurement and other miscellaneous items. Other income, net, was $512 million for ﬁscal year 2023, compared to other expense, net, of $54 million for ﬁscal year 2022. The change was primarily due to higher interest income as a result of higher interest rates and changes in investment gains or losses. Provision for income taxes. The provision for income taxes was $1,015 million and $939 million for ﬁscal years 2023 and 2022, respecvely. The increase was primarily due to higher income before income taxes, parally oﬀset by an increase in the recognion of uncertain tax beneﬁts as a result of lapses of statutes of limitaons. 44 Table of Contents Liquidity and Capital Resources The following secon discusses our principal liquidity and capital resources as well as our primary liquidity requirements and uses of cash. Our cash and cash equivalents are maintained in highly liquid investments with remaining maturies of 90 days or less at the me of purchase. We believe our cash equivalents are liquid and accessible. Our primary sources of liquidity as of October 29, 2023 consisted of: (i) $14,189 million in cash and cash equivalents, (ii) cash we expect to generate from operaons and (iii) available capacity under our $7.5 billion unsecured revolving credit facility. In addion, we may also generate cash from the sale of assets and debt or equity ﬁnancings from me to me. Our short-term and long-term liquidity requirements primarily arise from: (i) business acquisions and investments we may make from me to me, (ii) working capital requirements, (iii) research and development and capital expenditure needs, (iv) cash dividend payments (if and when declared by our Board of Directors), (v) interest and principal payments related to our $40,815 million of outstanding indebtedness, (vi) share repurchases, and (vii) payment of income taxes. Our ability to fund these requirements will depend, in part, on our future cash ﬂows, which are determined by our future operang performance and, therefore, subject to prevailing global macroeconomic condions and ﬁnancial, business and other factors, some of which are beyond our control. We expect capital expenditures to be higher in ﬁscal year 2024 as compared to ﬁscal year 2023. Our debt and liquidity needs increased as a result of compleng the VMware Merger. We funded the cash poron of the consideraon with net proceeds from the issuance of $30,390 million in term loans under the 2023 Credit Agreement, as well as cash on hand. We also assumed $8,250 million of VMware’s outstanding senior unsecured notes. We believe that our cash and cash equivalents on hand, cash ﬂows from operaons, and the revolving credit facility will provide suﬃcient liquidity to operate our business and fund our current and assumed obligaons for at least the next 12 months. For addional informaon regarding our cash requirement from contractual obligaons, indebtedness and lease obligaons, see Note 13. “Commitments and Conngencies”, Note 9. “Borrowings” and Note 5. “Leases” in Part II, Item 8 of this Annual Report on Form 10-K. From me to me, we engage in discussions with third pares regarding potenal acquisions of, or investments in, businesses, technologies and product lines. Any such transacon, or evaluaon of potenal transacons, could require signiﬁcant use of our cash and cash equivalents, or require us to increase our borrowings to fund such transacons. If we do not have suﬃcient cash to fund our operaons or ﬁnance growth opportunies, including acquisions, or unancipated capital expenditures, our business and ﬁnancial condion could suﬀer. In such circumstances, we may seek to obtain new debt or equity ﬁnancing. However, we cannot assure you that such addional ﬁnancing will be available on terms acceptable to us or at all. Our ability to service our senior unsecured notes, the term loans we issued to fund the VMware Merger, and any other indebtedness we may incur will depend on our ability to generate cash in the future. We may also elect to sell addional debt or equity securies for reasons other than those speciﬁed above. In addion, we may, at any me and from me to me, seek to rere or purchase our outstanding debt through cash tenders and/or exchanges for equity or debt, in open-market purchases, privately negoated transacons or otherwise. Such tenders, exchanges or purchases, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market condions, our liquidity requirements, contractual restricons and other factors. The amounts involved may be material. Working Capital Working capital increased to $13,442 million at October 29, 2023 from $11,452 million at October 30, 2022. The increase was aributable to the following: • Cash and cash equivalents increased to $14,189 million at October 29, 2023 from $12,416 million at October 30, 2022, primarily due to $18,085 million in net cash provided by operang acvies, parally oﬀset by $7,645 million of dividend payments, $5,824 million of common stock repurchases, and $1,861 million of employee withholding tax payments related to net seled equity awards. • Other current liabilies decreased to $3,652 million at October 29, 2023 from $4,412 million at October 30, 2022, primarily due to decreases in contract liabilies and income taxes payable. • Other current assets increased to $1,606 million at October 29, 2023 from $1,205 million at October 30, 2022, primarily due to an increase in contract assets, oﬀset in part by a decrease in prepaid income taxes. • Employee compensaon and beneﬁts decreased to $935 million at October 29, 2023 from $1,202 million at October 30, 2022, primarily due to lower variable compensaon. • Accounts receivable increased to $3,154 million at October 29, 2023 from $2,958 million at October 30, 2022, primarily due to revenue linearity, oﬀset in part by addional receivables sold through factoring arrangements. 45 Table of Contents These increases in working capital were oﬀset in part by the following: • Current poron of long-term debt increased to $1,608 million at October 29, 2023 from $440 million at October 30, 2022, primarily due to certain debt instruments becoming due within the next twelve months, oﬀset in part by repayments. • Accounts payable increased to $1,210 million at October 29, 2023 from $998 million at October 30, 2022, primarily due to the ming of vendor payments. Capital Returns Cash Dividends Declared and Paid Dividends per share to common stockholders Dividends to common stockholders Dividends per share to preferred stockholders Dividends to preferred stockholders Fiscal Year Ended October 29, 2023 October 30, 2022 (In millions, except per share data) $ $ $ $ 18.40 $ 7,645 $ — $ — $ 16.40 6,733 80.00 299 On September 30, 2019, we issued approximately 4 million shares of 8.00% Mandatory Converble Preferred Stock, Series A, $0.001 par value per share. These shares were converted into shares of our common stock during ﬁscal year 2022. In December 2021, our Board of Directors authorized a stock repurchase program to repurchase up to $10 billion of our common stock from me to me on or prior to December 31, 2022, which was subsequently extended through December 31, 2023. In May 2022, our Board of Directors authorized another stock repurchase program to repurchase up to an addional $10 billion of our common stock from me to me through December 31, 2023. As of October 29, 2023, $7,176 million of the authorized amount remained available for repurchases. During ﬁscal years 2023 and 2022, we repurchased and rered approximately 9 million and 12 million shares of our common stock for $5,824 million and $7,000 million, respecvely, under these stock repurchase programs. Repurchases under our stock repurchase programs may be eﬀected through a variety of methods, including open market or privately negoated purchases. The ming and amount of shares repurchased will depend on the stock price, business and market condions, corporate and regulatory requirements, alternave investment opportunies, acquision opportunies, and other factors. We are not obligated to repurchase any speciﬁc amount of shares of common stock, and the stock repurchase programs may be suspended or terminated at any me. During ﬁscal years 2023 and 2022, we paid approximately $1,861 million and $1,455 million, respecvely, in employee withholding taxes due upon the vesng of net seled equity awards. We withheld approximately 3 million shares of common stock from employees in connecon with such net share selements during each of ﬁscal years 2023 and 2022. Cash Flows Net cash provided by operang acvies Net cash used in invesng acvies Net cash used in ﬁnancing acvies Net change in cash and cash equivalents Operang Acvies Fiscal Year Ended October 29, 2023 October 30, 2022 $ $ (In millions) 18,085 $ (689) (15,623) 1,773 $ 16,736 (667) (15,816) 253 Cash ﬂows from operang acvies consisted of net income adjusted for certain non-cash and other items and changes in assets and liabilies. The $1,349 million increase in cash provided by operaons during ﬁscal year 2023 compared to ﬁscal year 2022 was due to $2,587 million higher net income, oﬀset in part by $1,249 million lower non-cash adjustments primarily from lower amorzaon of intangible assets. 46 Table of Contents Invesng Acvies Cash ﬂows from invesng acvies primarily consisted of capital expenditures, sales and purchases of investments, and cash used for acquisions. The $22 million increase in cash used in invesng acvies for ﬁscal year 2023 compared to ﬁscal year 2022 was primarily due to a $118 million increase in purchases of investments, net of proceeds from sales of investments, oﬀset by a $193 million decrease in cash paid for acquisions. Financing Acvies Cash ﬂows from ﬁnancing acvies primarily consisted of dividend payments, stock repurchases, proceeds and payments related to our long-term borrowings, and employee withholding tax payments related to net seled equity awards. The $193 million decrease in cash used in ﬁnancing acvies for ﬁscal year 2023 compared to ﬁscal year 2022 was primarily due to a $1,958 million decrease in payments on debt obligaons and a $1,176 million decrease in stock repurchases, oﬀset by a $1,935 million decrease in proceeds from long-term borrowings, a $613 million increase in dividend payments and a $406 million increase in employee withholding tax payments related to net seled equity awards. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Foreign Currency Exchange Risk From me to me, we use foreign exchange forward contracts to hedge a poron of our exposures to changes in currency exchange rates, which result from our global operang and ﬁnancing acvies. We do not use derivave ﬁnancial instruments for trading or speculave purposes. Neither gains and losses from foreign currency transacons nor foreign exchange forward contracts were signiﬁcant for any period presented in the consolidated ﬁnancial statements included in this Form 10-K. We did not have any outstanding foreign exchange forward contracts as of October 29, 2023 or October 30, 2022. Interest Rate Risk Changes in interest rates aﬀect the fair value of our outstanding debt. As of October 29, 2023 and October 30, 2022, we had $40.8 billion and $41.2 billion in principal amount of debt outstanding, and the esmated aggregate fair value of debt was $33.2 billion and $33.0 billion, respecvely. As of October 29, 2023 and October 30, 2022, a hypothecal 50 basis points increase or decrease in market interest rates would change the fair value of debt by a decrease or increase of approximately $1.4 billion and $1.6 billion, respecvely. However, this hypothecal change in interest rates would not impact the interest expense on our debt as we only had ﬁxed rate senior notes outstanding. To hedge variability of cash ﬂows due to changes in the benchmark interest rate of ancipated future debt issuances, we have entered, and in the future may enter, into treasury rate lock contracts. 47 Table of Contents ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA BROADCOM INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounng Firm (PCAOB ID 238) Consolidated Balance Sheets Consolidated Statements of Operaons Consolidated Statements of Comprehensive Income Consolidated Statements of Cash Flows Consolidated Statements of Stockholders' Equity Notes to Consolidated Financial Statements Schedule II — Valuaon and Qualifying Accounts 48 Page 49 50 51 52 53 54 55 88 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Broadcom Inc. Opinions on the Financial Statements and Internal Control over Financial Reporng We have audited the accompanying consolidated balance sheets of Broadcom Inc. and its subsidiaries (the “Company”) as of October 29, 2023 and October 30, 2022, and the related consolidated statements of operaons, of comprehensive income, of stockholders’ equity and of cash ﬂows for each of the three years in the period ended October 29, 2023, including the related notes and ﬁnancial statement schedule listed in the index appearing under Item 15(a)(2) (collecvely referred to as the “consolidated ﬁnancial statements”). We also have audited the Company's internal control over ﬁnancial reporng as of October 29, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Commiee of Sponsoring Organizaons of the Treadway Commission (COSO). In our opinion, the consolidated ﬁnancial statements referred to above present fairly, in all material respects, the ﬁnancial posion of the Company as of October 29, 2023 and October 30, 2022, and the results of its operaons and its cash ﬂows for each of the three years in the period ended October 29, 2023 in conformity with accounng principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, eﬀecve internal control over ﬁnancial reporng as of October 29, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated ﬁnancial statements, for maintaining eﬀecve internal control over ﬁnancial reporng, and for its assessment of the eﬀecveness of internal control over ﬁnancial reporng, included in Management’s Report on Internal Control over Financial Reporng appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated ﬁnancial statements and on the Company's internal control over ﬁnancial reporng based on our audits. We are a public accounng ﬁrm registered with the Public Company Accounng Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securies laws and the applicable rules and regulaons of the Securies and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated ﬁnancial statements are free of material misstatement, whether due to error or fraud, and whether eﬀecve internal control over ﬁnancial reporng was maintained in all material respects. Our audits of the consolidated ﬁnancial statements included performing procedures to assess the risks of material misstatement of the consolidated ﬁnancial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated ﬁnancial statements. Our audits also included evaluang the accounng principles used and signiﬁcant esmates made by management, as well as evaluang the overall presentaon of the consolidated ﬁnancial statements. Our audit of internal control over ﬁnancial reporng included obtaining an understanding of internal control over ﬁnancial reporng, assessing the risk that a material weakness exists, and tesng and evaluang the design and operang eﬀecveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Deﬁnion and Limitaons of Internal Control over Financial Reporng A company’s internal control over ﬁnancial reporng is a process designed to provide reasonable assurance regarding the reliability of ﬁnancial reporng and the preparaon of ﬁnancial statements for external purposes in accordance with generally accepted accounng principles. A company’s internal control over ﬁnancial reporng includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reﬂect the transacons and disposions of the assets of the company; (ii) provide reasonable assurance that transacons are recorded as necessary to permit preparaon of ﬁnancial statements in accordance with generally accepted accounng principles, and that receipts and expenditures of the company are being made only in accordance with authorizaons of management and directors of the company; and (iii) provide reasonable assurance regarding prevenon or mely detecon of unauthorized acquision, use, or disposion of the company’s assets that could have a material eﬀect on the ﬁnancial statements. Because of its inherent limitaons, internal control over ﬁnancial reporng may not prevent or detect misstatements. Also, projecons of any evaluaon of eﬀecveness to future periods are subject to the risk that controls may become inadequate because of changes in condions, or that the degree of compliance with the policies or procedures may deteriorate. Crical Audit Maers The crical audit maer communicated below is a maer arising from the current period audit of the consolidated ﬁnancial statements that was communicated or required to be communicated to the audit commiee and that (i) relates to accounts or disclosures that are material to the consolidated ﬁnancial statements and (ii) involved our especially challenging, subjecve, or complex judgments. The communicaon of crical audit maers does not alter in any way our opinion on the consolidated ﬁnancial statements, taken as a whole, and we are not, by communicang the crical audit maer below, providing a separate opinion on the crical audit maer or on the accounts or disclosures to which it relates. Uncertain Tax Posions (UTPs) As described in Notes 2 and 11 to the consolidated ﬁnancial statements, the gross unrecognized tax beneﬁts balance was $4,655 million as of October 29, 2023. As management has disclosed, management evaluates the exposure associated with various tax ﬁling posions and accrues an income tax liability when such posions do not meet the more-likely-than-not threshold for recognion. A tax beneﬁt from an UTP may be recognized when it is more-likely-than not that the posion will be sustained upon examinaon, including resoluon of any related appeals or ligaon processes, based on the technical merits. The principal consideraons for our determinaon that performing procedures relang to the UTPs is a crical audit maer are (i) the signiﬁcant judgment by management when evaluang the technical merits of these tax posions, (ii) a high degree of auditor judgment, subjecvity, and eﬀort in performing procedures and evaluang the technical merits of the tax posions, and (iii) the audit eﬀort involved the use of professionals with specialized skill and knowledge. Addressing the maer involved performing procedures and evaluang audit evidence in connecon with forming our overall opinion on the consolidated ﬁnancial statements. These procedures included tesng the eﬀecveness of controls relang to the idenﬁcaon and recognion of the income tax liability for UTPs, including controls addressing the completeness of the UTPs and the measurement of the income tax liability. These procedures also included, among others, (i) tesng management’s process for idenfying potenal new UTPs, (ii) for a selecon of UTPs, evaluang possible outcomes, and (iii) for a selecon of UTPs, tesng the calculaon of the income tax liability, including management’s assessment of the technical merits of tax posions and esmates of the amount of tax beneﬁt expected to be sustained. Professionals with specialized skill and knowledge were used to assist in (i) the evaluaon of the completeness of management’s idenﬁcaon of the UTPs and (ii) for a selecon of UTPs, the evaluaon of the reasonableness of management’s assessment of whether the tax posions are more-likely-than-not of being sustained, the amount of potenal beneﬁt to be realized, and the applicaon of relevant tax laws. /s/ PricewaterhouseCoopers LLP San Jose, California December 14, 2023 We have served as the Company’s auditor since 2006. 49 Table of Contents ASSETS Current assets: Cash and cash equivalents Trade accounts receivable, net Inventory Other current assets Total current assets Long-term assets: Property, plant and equipment, net Goodwill Intangible assets, net Other long-term assets Total assets LIABILITIES AND EQUITY Current liabilies: Accounts payable Employee compensaon and beneﬁts Current poron of long-term debt Other current liabilies Total current liabilies Long-term liabilies: Long-term debt Other long-term liabilies Total liabilies Commitments and conngencies (Note 13) Stockholders’ equity: BROADCOM INC. CONSOLIDATED BALANCE SHEETS October 29, 2023 October 30, 2022 (In millions, except par value) $ $ $ $ 14,189 $ 3,154 1,898 1,606 20,847 2,154 43,653 3,867 2,340 72,861 $ 1,210 $ 935 1,608 3,652 7,405 37,621 3,847 48,873 — — 21,099 2,682 207 23,988 72,861 $ 12,416 2,958 1,925 1,205 18,504 2,223 43,614 7,111 1,797 73,249 998 1,202 440 4,412 7,052 39,075 4,413 50,540 — — 21,159 1,604 (54) 22,709 73,249 Preferred stock, $0.001 par value; 100 shares authorized; none issued and outstanding Common stock, $0.001 par value; 2,900 shares authorized; 414 and 418 shares issued and outstanding as of October 29, 2023 and October 30, 2022, respecvely Addional paid-in capital Retained earnings Accumulated other comprehensive income (loss) Total stockholders’ equity Total liabilies and equity The accompanying notes are an integral part of these consolidated ﬁnancial statements. 50 Table of Contents Net revenue: Products Subscripons and services Total net revenue Cost of revenue: Cost of products sold Cost of subscripons and services Amorzaon of acquision-related intangible assets Restructuring charges Total cost of revenue Gross margin Research and development Selling, general and administrave Amorzaon of acquision-related intangible assets Restructuring and other charges Total operang expenses Operang income Interest expense Other income (expense), net Income before income taxes Provision for income taxes Net income Dividends on preferred stock Net income aributable to common stock Net income per share aributable to common stock: Basic Diluted Weighted-average shares used in per share calculaons: Basic Diluted BROADCOM INC. CONSOLIDATED STATEMENTS OF OPERATIONS October 29, 2023 Fiscal Year Ended October 30, 2022 October 31, 2021 (In millions, except per share data) $ $ $ $ 27,891 $ 7,928 35,819 8,636 636 1,853 4 11,129 24,690 5,253 1,592 1,394 244 8,483 16,207 (1,622) 512 15,097 1,015 14,082 — 14,082 $ 26,277 $ 6,926 33,203 7,629 627 2,847 5 11,108 22,095 4,919 1,382 1,512 57 7,870 14,225 (1,737) (54) 12,434 939 11,495 (272) 11,223 $ 33.93 $ 32.98 $ 27.44 $ 26.53 $ 415 427 409 423 20,886 6,564 27,450 6,555 607 3,427 17 10,606 16,844 4,854 1,347 1,976 148 8,325 8,519 (1,885) 131 6,765 29 6,736 (299) 6,437 15.70 15.00 410 429 The accompanying notes are an integral part of these consolidated ﬁnancial statements. 51 Table of Contents BROADCOM INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Net income Other comprehensive income (loss), net of tax: Change in unrealized gain on derivave instruments Change in actuarial loss and prior service costs associated with deﬁned beneﬁt plans Other comprehensive income (loss), net of tax Comprehensive income October 29, 2023 Fiscal Year Ended October 30, 2022 (In millions) October 31, 2021 $ $ 14,082 $ 11,495 $ 290 (29) 261 14,343 $ 37 25 62 11,557 $ 6,736 — (8) (8) 6,728 The accompanying notes are an integral part of these consolidated ﬁnancial statements. 52 Table of Contents BROADCOM INC. CONSOLIDATED STATEMENTS OF CASH FLOWS October 29, 2023 Fiscal Year Ended October 30, 2022 (In millions) October 31, 2021 Cash ﬂows from operang acvies: Net income Adjustments to reconcile net income to net cash provided by operang acvies: $ 14,082 $ 11,495 $ Amorzaon of intangible and right-of-use assets Depreciaon Stock-based compensaon Deferred taxes and other non-cash taxes Loss on debt exnguishment Non-cash interest expense Other Changes in assets and liabilies, net of acquisions and disposals: Trade accounts receivable, net Inventory Accounts payable Employee compensaon and beneﬁts Other current assets and current liabilies Other long-term assets and long-term liabilies Net cash provided by operang acvies Cash ﬂows from invesng acvies: Acquisions of businesses, net of cash acquired Proceeds from sales of businesses Purchases of property, plant and equipment Purchases of investments Sales of investments Other Net cash used in invesng acvies Cash ﬂows from ﬁnancing acvies: Proceeds from long-term borrowings Payments on debt obligaons Payments of dividends Repurchases of common stock - repurchase program Shares repurchased for tax withholdings on vesng of equity awards Issuance of common stock Other Net cash used in ﬁnancing acvies Net change in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period Supplemental disclosure of cash ﬂow informaon: Cash paid for interest Cash paid for income taxes 3,333 502 2,171 (501) — 132 9 (187) 27 209 (279) (628) (785) 18,085 (53) — (452) (346) 228 (66) (689) — (403) (7,645) (5,824) (1,861) 122 (12) (15,623) 1,773 12,416 14,189 $ 1,503 $ 1,782 $ 4,455 529 1,533 (34) 100 129 183 (870) (627) (79) 136 222 (436) 16,736 (246) — (424) (200) 200 3 (667) 1,935 (2,361) (7,032) (7,000) (1,455) 114 (17) (15,816) 253 12,163 12,416 $ 1,386 $ 908 $ $ $ $ The accompanying notes are an integral part of these consolidated ﬁnancial statements. 53 6,736 5,502 539 1,704 (809) 198 96 (75) 210 (294) 243 186 (177) (295) 13,764 (8) 45 (443) — 169 (8) (245) 9,904 (11,495) (6,212) — (1,299) 170 (42) (8,974) 4,545 7,618 12,163 1,565 775 Table of Contents BROADCOM INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY 8.00% Mandatory Converble Preferred Stock Common Stock Shares Par Value Shares Par Value Addional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Balance as of November 1, 2020 Net income Other comprehensive loss Dividends to common stockholders Dividends to preferred stockholders Common stock issued Stock-based compensaon Shares repurchased for tax withholdings on vesng of equity awards Balance as of October 31, 2021 Net income Other comprehensive income Fair value of parally vested equity awards assumed in connecon with an acquision Dividends to common stockholders Dividends to preferred stockholders Common stock issued Stock-based compensaon Repurchases of common stock Common stock issued in connecon with Mandatory Converble Preferred Stock conversion Shares repurchased for tax withholdings on vesng of equity awards Balance as of October 30, 2022 Net income Other comprehensive income Dividends to common stockholders Common stock issued Stock-based compensaon Repurchases of common stock Shares repurchased for tax withholdings on vesng of equity awards Balance as of October 29, 2023 4 $ — — — — — — — 4 — — — — — — — — (4) — — — — — — — — — — $ — — — — — — — — — — — — — — — — — — — — — — — — — — — — 407 $ — — — — 9 — (In millions) 23,982 $ — — (224) — 170 1,704 — $ — — — — — — — $ 6,736 — (5,689) (299) — — — 748 11,495 — — (6,683) (272) — — (3,684) (1,302) 24,330 — — 4 (50) — 114 1,533 (3,316) — — (1,456) 21,159 — — — 122 2,171 (481) — 1,604 14,082 — (7,645) — — (5,359) (3) 413 — — — — — 8 — (12) 12 (3) 418 — — — 8 — (9) — — — — — — — — — — — — — — — — — — — (108) $ — (8) — — — — — (116) — 62 — — — — — — — — (54) — 261 — — — — 23,874 6,736 (8) (5,913) (299) 170 1,704 (1,302) 24,962 11,495 62 4 (6,733) (272) 114 1,533 (7,000) — (1,456) 22,709 14,082 261 (7,645) 122 2,171 (5,840) (1,872) 23,988 (3) 414 $ — — $ (1,872) 21,099 $ — 2,682 $ — 207 $ The accompanying notes are an integral part of these consolidated ﬁnancial statements. 54 Table of Contents 1. Overview and Basis of Presentaon Overview BROADCOM INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Broadcom Inc. (“Broadcom”), a Delaware corporaon, is a global technology leader that designs, develops and supplies a broad range of semiconductor and infrastructure soware soluons. We develop semiconductor devices with a focus on complex digital and mixed signal complementary metal oxide semiconductor based devices and analog III-V based products. We have a history of innovaon in the semiconductor industry and oﬀer thousands of products that are used in end products such as enterprise and data center networking, home connecvity, set-top boxes, broadband access, telecommunicaon equipment, smartphones and base staons, data center servers and storage systems, factory automaon, power generaon and alternave energy systems, and electronic displays. Our infrastructure soware soluons enable customers to plan, develop, automate, manage and secure applicaons across mainframe, distributed, mobile and cloud plaorms. Our porolio of infrastructure and security soware is designed to modernize, opmize, and secure the most complex hybrid environments, enabling scalability, agility, automaon, insights, resiliency and security. We also oﬀer mission crical ﬁbre channel storage area networking (“FC SAN”) products and related soware in the form of modules, switches and subsystems incorporang mulple semiconductor products. Unless stated otherwise or the context otherwise requires, references to “Broadcom,” “we,” “our,” and “us” mean Broadcom and its consolidated subsidiaries. We have two reportable segments: semiconductor soluons and infrastructure soware. See Note 12. “Segment Informaon” for addional informaon. Basis of Presentaon We operate on a 52- or 53-week ﬁscal year ending on the Sunday closest to October 31 in a 52-week year and the ﬁrst Sunday in November in a 53-week year. Our ﬁscal year ended October 29, 2023 (“ﬁscal year 2023”) was a 52-week ﬁscal year. The ﬁrst quarter of our ﬁscal year 2023 ended on January 29, 2023, the second quarter ended on April 30, 2023 and the third quarter ended on July 30, 2023. Our ﬁscal year ended October 30, 2022 (“ﬁscal year 2022”) and ﬁscal year ended October 31, 2021 (“ﬁscal year 2021”) were both 52-week ﬁscal years. The accompanying consolidated ﬁnancial statements include the accounts of Broadcom and its subsidiaries and have been prepared in accordance with generally accepted accounng principles in the United States (“GAAP”). All intercompany balances and transacons have been eliminated in consolidaon. 2. Summary of Signiﬁcant Accounng Policies Foreign currency remeasurement. We operate in a U.S. dollar funconal currency environment. Foreign currency assets and liabilies for monetary accounts are remeasured into U.S. dollars at current exchange rates. Non-monetary items such as inventory and property, plant and equipment, are measured and recorded at historical exchange rates. The eﬀects of foreign currency remeasurement were not material for any period presented. Use of esmates. The preparaon of ﬁnancial statements in conformity with GAAP requires management to make esmates and assumpons that aﬀect the reported amounts of assets and liabilies and disclosure of conngent assets and liabilies at the date of the ﬁnancial statements and the reported amounts of revenues and expenses during the reporng period. Actual results could diﬀer materially from these esmates, and such diﬀerences could aﬀect the results of operaons reported in future periods. Cash and cash equivalents. We consider all highly liquid investment securies with original maturies of three months or less at the date of purchase to be cash equivalents. We determine the appropriate classiﬁcaon of our cash and cash equivalents at the me of purchase. Trade accounts receivable, net. Trade accounts receivable are recognized at the invoiced amount and do not bear interest. Accounts receivable are reduced by an allowance for doubul accounts, which is our best esmate of the expected credit losses in our exisng accounts receivable. We determine the allowance based on historical experience and current economic condions, among other factors. Allowances for doubul accounts were not material as of October 29, 2023 or October 30, 2022. Accounts receivable are also recognized net of sales returns and distributor credit allowances. These amounts are recognized when it is both probable and esmable that discounts will be granted or products will be returned. Allowances for sales returns and distributor credit allowances as of October 29, 2023 and October 30, 2022 were $137 million and $126 million, respecvely. Concentraons of credit risk and signiﬁcant customers. Our cash, cash equivalents and accounts receivable are potenally subject to concentraon of credit risk. Cash and cash equivalents may be redeemable upon demand and are maintained with ﬁnancial instuons that management believes are of high credit quality and therefore bear minimal credit risk. We seek to migate our credit risks by spreading such risks across mulple counterpares and monitoring the risk proﬁle 55 Table of Contents of these counterpares. Our accounts receivable are derived from revenue earned from customers located both within and outside the U.S. We migate collecon risks from our customers by performing regular credit evaluaons of our customers’ ﬁnancial condions, and require collateral, such as leers of credit and bank guarantees, in certain circumstances. Concentraon of other risks. We operate in markets that are highly compeve and rapidly changing. Signiﬁcant technological changes, shiing customer needs, the emergence of compeve products with new capabilies, general economic condions worldwide, the ability to safeguard patents and other intellectual property (“IP”) in a rapidly evolving market and reliance on assembly and test subcontractors, third-party wafer fabricators and independent distributors and other factors could aﬀect our ﬁnancial results. Inventory. We value our inventory at the lower of actual cost or net realizable value of the inventory, with cost being determined under the ﬁrst-in, ﬁrst-out method. We record a provision for excess and obsolete inventory based primarily on our forecast of product demand and producon requirements. The excess and obsolete balance determined by this analysis becomes the basis for our excess and obsolete inventory charge and the wrien-down value of the inventory becomes its new cost basis. Rerement beneﬁt plans. For deﬁned beneﬁt pension plans, we consider various factors in determining our respecve beneﬁt obligaons and net periodic beneﬁt cost, including the number of employees that we expect to receive beneﬁts, their salary levels and years of service, the expected return on plan assets, the discount rate, the ming of the payment of beneﬁts, and other actuarial assumpons. If the actual results and events of the beneﬁt plans diﬀer from our current assumpons, the beneﬁt obligaons may be over- or under-valued. The key assumpons are the discount rate and the expected rate of return on plan assets. The U.S. discount rates are based on a hypothecal yield curve constructed using high-quality corporate bonds selected to yield cash ﬂows that match the expected ming and amount of the beneﬁt payments. The U.S. expected rate of return on plan assets is set equal to the discount rate due to the implementaon of our fully-matched, liability-driven investment strategy. We evaluate these assumpons at least annually. For the non-U.S. plans, we set assumpons speciﬁc to each country. We have elected to measure deﬁned beneﬁt pension plan assets and liabilies as of October 31, which is the month end that is closest to our ﬁscal year end. Derivave instruments. We use derivave ﬁnancial instruments to manage exposure to foreign exchange risk and interest rate risk. We do not use derivave ﬁnancial instruments for speculave or trading purposes. Outstanding derivaves are recognized as assets or liabilies at their fair values based on Level 2 inputs, as deﬁned in the fair value hierarchy. For derivave instruments designated as cash ﬂow hedges, the changes in fair value are inially recognized in other comprehensive income (loss), net of tax in the period of change, and are subsequently reclassiﬁed and recognized in the same line item as the hedged item when either the hedged transacons aﬀect earnings or it becomes probable that the hedged transacons will not occur. We use foreign exchange forward contracts to manage exposure to foreign exchange risk. These forward contracts are not designated as hedging instruments, and the changes in fair value are recognized in other income (expense), net in the period of change. We did not have any outstanding foreign exchange forward contracts as of October 29, 2023 or October 30, 2022. The gains and losses recorded in other income (expense), net for derivave instruments not designated as hedges were not material. During ﬁscal years 2023 and 2022, we entered into treasury rate lock contracts that mature in approximately one year to hedge variability of cash ﬂows due to changes in the benchmark interest rate of ancipated future debt issuances. These treasury rate locks were designated and accounted for as cash ﬂow hedging instruments. As of October 30, 2022, the total noonal amount of these contracts was $1.3 billion, and the fair value of these contracts was $47 million, which was recorded as a derivave asset with the gains recorded net of tax as a component of accumulated other comprehensive loss on our consolidated balance sheet. In August 2023, we early seled all treasury rate lock contracts, which had a $5.5 billion noonal amount, for a cumulave gain of $371 million, which was recorded net of tax as a component of accumulated other comprehensive income as of October 29, 2023. The cumulave gain will be amorzed to interest expense associated with future debt to be issued referencing the respecve hedged treasury rates. The cash receipts were included in cash ﬂows from operang acvies in the consolidated statements of cash ﬂows. No derivave instruments that hedge interest rate risk were outstanding as of October 29, 2023. Property, plant and equipment. Property, plant and equipment are stated at cost less accumulated depreciaon and amorzaon. Addions, improvements and major renewals are capitalized, and maintenance, repairs and minor renewals are expensed as incurred. Assets are held in construcon in progress unl placed in service, upon which date, we begin to depreciate these assets. When assets are rered or disposed of, the assets and related accumulated depreciaon and amorzaon are removed from our property, plant and equipment balances and the resulng gain or loss is reﬂected in the consolidated statements of operaons. Buildings and leasehold improvements are generally depreciated over 15 to 40 years, 56 Table of Contents or over the lease period, whichever is shorter, and machinery and equipment are generally depreciated over 3 to 10 years. We use the straight-line method of depreciaon for all property, plant and equipment. Leases. We determine if an arrangement is a lease, or contains a lease, at the incepon of the arrangement and evaluate whether the lease is an operang lease or a ﬁnance lease at the commencement date. We recognize right-of-use (“ROU”) assets and lease liabilies for operang and ﬁnance leases with terms greater than 12 months, and account for the lease and non-lease components as a single component. ROU assets represent our right to use an asset for the lease term, while lease liabilies represent our obligaon to make lease payments. Operang and ﬁnance lease ROU assets and liabilies are recognized based on the present value of lease payments over the lease term at the lease commencement date. We use the implicit interest rate or, if not readily determinable, our incremental borrowing rate as of the lease commencement date to determine the present value of lease payments. The incremental borrowing rate is based on our unsecured borrowing rate, adjusted for the eﬀects of collateral. Operang and ﬁnance lease ROU assets are recognized net of any lease prepayments and incenves. Lease terms may include opons to extend or terminate the lease when it is reasonably certain that we will exercise that opon. Operang lease expense is recognized on a straight-line basis over the lease term. Finance lease expense is recognized based on the eﬀecve-interest method over the lease term. Fair value measurement. Fair value is deﬁned as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transacon between market parcipants at the measurement date. A three-level hierarchy is applied to priorize the inputs to valuaon techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in acve markets for idencal assets or liabilies (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under the guidance on fair value measurements are described below: Level 1 — Level 1 inputs are quoted prices (unadjusted) in acve markets for idencal assets or liabilies that the reporng enty has the ability to access at the measurement date. Our Level 1 assets include cash equivalents, banker's acceptances, trading securies investments and investment funds. We measure trading securies investments and investment funds at quoted market prices as they are traded in acve markets with suﬃcient volume and frequency of transacons. Level 2 — Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a speciﬁed contractual term, a Level 2 input must be observable for substanally the full term of the asset or liability. Level 3 — Level 3 inputs are unobservable inputs for the asset or liability in which there is lile, if any, market acvity for the asset or liability at the measurement date. Level 3 assets and liabilies include investment in equity securies without readily determinable fair values, goodwill, intangible assets, and property, plant and equipment, which are measured at fair value using a discounted cash ﬂow approach when they are impaired. Quantave informaon for Level 3 assets and liabilies reviewed at each reporng period includes indicators of signiﬁcant deterioraon in the earnings performance, credit rang, asset quality, business prospects of the investee, and ﬁnancial indicators of the investee's ability to connue as a going concern. Business combinaons. We account for business combinaons under the acquision method of accounng, which requires us to recognize separately from goodwill the assets acquired and the liabilies assumed at their acquision date fair values, except for revenue contracts acquired, which are recognized in accordance with our revenue recognion policy. While we use our best esmates and assumpons to accurately value assets acquired and liabilies assumed at the acquision date as well as conngent consideraon, where applicable, our esmates are inherently uncertain and subject to reﬁnement. As a result, during the measurement period, which may be up to one year from the acquision date, we record adjustments to the assets acquired and liabilies assumed with the corresponding oﬀset to goodwill. Upon the conclusion of the measurement period or ﬁnal determinaon of the values of assets acquired or liabilies assumed, whichever comes ﬁrst, any subsequent adjustments are recognized in our consolidated statements of operaons. Accounng for business combinaons requires our management to make signiﬁcant esmates and assumpons, especially at the acquision date including our esmates for intangible assets, contractual obligaons assumed, restructuring liabilies, pre-acquision conngencies, and conngent consideraon, where applicable. Although we believe the assumpons and esmates we have made in the past have been reasonable and appropriate, they are based, in part, on historical experience and informaon obtained from the management of the acquired companies and are inherently uncertain. Crical esmates in valuing certain acquired intangible assets under the income approach include growth in future expected cash ﬂows from product sales, customer contracts and acquired technologies, revenue growth rate, customer ramp-up period, technology obsolescence rates, expected costs to develop in-process research and development (“IPR&D”) into commercially viable products, esmated cash ﬂows from the projects when completed and discount rates. Unancipated events and circumstances may occur which could aﬀect the accuracy or validity of such assumpons, esmates or actual results. 57 Table of Contents Goodwill. Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and idenﬁable intangible assets of businesses acquired. Goodwill is not amorzed but is reviewed annually (or more frequently if impairment indicators arise) for impairment. To review for impairment we ﬁrst assess qualitave factors to determine whether events or circumstances lead to a determinaon that it is more likely than not that the fair value of any of our reporng units is less than its carrying amount. Our qualitave assessment of the recoverability of goodwill, whether performed annually or based on speciﬁc events or circumstances, considers various macroeconomic, industry-speciﬁc and company-speciﬁc factors. Those factors include: (i) severe adverse industry or economic trends; (ii) signiﬁcant company-speciﬁc acons, including exing an acvity in conjuncon with restructuring of operaons; (iii) current, historical or projected deterioraon of our ﬁnancial performance; or (iv) a sustained decrease in our market capitalizaon below our net book value. Aer assessing the totality of events and circumstances, if we determine that it is not more likely than not that the fair value of any of our reporng units is less than its carrying amount, no further assessment is performed. If we determine that it is more likely than not that the fair value of any of our reporng units is less than its carrying amount, we calculate the fair value of that reporng unit and compare the fair value to the reporng unit’s net book value. If the fair value of the reporng unit is greater than its net book value, there is no impairment. Otherwise, we calculate the implied fair value of goodwill by deducng the fair value of all tangible and intangible assets, excluding goodwill, of the reporng unit from the fair value of the reporng unit. The implied fair value of goodwill is compared to the carrying value of goodwill. If the implied fair value of goodwill is less than the carrying value of goodwill, an impairment loss is recognized equal to the diﬀerence. Determining the fair value of a reporng unit involves the use of signiﬁcant esmates and assumpons. Long-lived assets. Purchased ﬁnite-lived intangible assets are carried at cost less accumulated amorzaon. Amorzaon is recognized over the periods during which the intangible assets are expected to contribute to our cash ﬂows. Purchased IPR&D projects are capitalized at fair value as an indeﬁnite-lived intangible asset and assessed for impairment thereaer. Upon compleon of each underlying project, IPR&D assets are reclassiﬁed as amorzable purchased intangible assets and amorzed over their esmated useful lives. If an IPR&D project is abandoned, we recognize the carrying value of the related intangible asset in our consolidated statements of operaons in the period it is abandoned. On a quarterly basis, we monitor factors and changes in circumstances that could indicate carrying amounts of long-lived assets, including purchased intangible assets, ROU assets, and property, plant and equipment, may not be recoverable. Factors we consider important which could trigger an impairment review include: (i) signiﬁcant under-performance relave to historical or projected future operang results, (ii) signiﬁcant changes in the manner of our use of the acquired assets or the strategy for our overall business, and (iii) signiﬁcant negave industry or economic trends. An impairment loss must be measured if the sum of the expected future cash ﬂows (undiscounted and before interest) from the use and eventual disposion of the asset (or asset group) is less than the net book value of the asset (or asset group). The amount of the impairment loss will generally be measured as the diﬀerence between the net book value of the asset (or asset group) and the esmated fair value. Warranty. We accrue for the esmated costs of product warranes at the me revenue is recognized. Product warranty costs are esmated based upon our historical experience and speciﬁc idenﬁcaon of the product requirements, which may ﬂuctuate based on product mix. Addionally, we accrue for warranty costs associated with occasional or unancipated product quality issues if a loss is probable and can be reasonably esmated. Revenue recognion. We account for a contract with a customer when both pares have approved the contract and are commied to perform their respecve obligaons, each party’s rights can be idenﬁed, payment terms can be idenﬁed, the contract has commercial substance, and it is probable we will collect substanally all of the consideraon we are entled to. Revenue is recognized when, or as, performance obligaons are sasﬁed by transferring control of a promised product or service to a customer. Nature of Products and Services Our products and services can be broadly categorized as sales of products and subscripons and services. The following is a descripon of the principal acvies from which we generate revenue. Products. We recognize revenue from sales to direct customers and distributors when control transfers to the customer. Rebates and incenves oﬀered to distributors, which are earned when sales to end customers are completed, are esmated at the point of revenue recognion. We have elected to exclude from the transacon price any taxes collected from a customer and to account for shipping and handling acvies performed aer a customer obtains control of the product as acvies to fulﬁll the promise to transfer the product. From me to me, certain customers agree to pay us secure supply fees in exchange for priorized fulﬁllment of product orders. Such fees are included in the transacon price of the product orders and are recognized as revenue in the period that control over the products is transferred to the customer. Subscripons and services. Our subscripons and services revenue consists of sales and royales from soware arrangements, support services, professional services, transfer of IP, and non-recurring engineering (“NRE”) arrangements. Revenue from soware arrangements primarily consists of fees, which may be paid either at contract incepon or in 58 Table of Contents installments over the contract term, that provide customers with a right to use the soware, access general support and maintenance, and ulize our professional services. Our soware licenses have standalone funconality from which customers derive beneﬁt, and the customer obtains control of the soware when it is delivered or made available for download. We believe that for the majority of soware arrangements, customers derive signiﬁcant beneﬁt from the ongoing support we provide. The majority of our subscripons and services arrangements permit our customers to unilaterally terminate or cancel these arrangements at any me at the customer’s convenience, referred to as terminaon for convenience provisions, without substanve terminaon penalty and receive a pro-rata refund of any prepaid fees. Accordingly, we account for arrangements with these terminaon for convenience provisions as a series of daily contracts, resulng in ratable revenue recognion of soware revenue over the contractual period. Support services consist primarily of telephone support and the provision of unspeciﬁed updates and upgrades on a when-and-if-available basis. Support services represent stand-ready obligaons for which revenue is recognized ratably over the term of the arrangement. Professional services consist of implementaon, consulng, customer educaon and customer training services. The obligaon to provide professional services is generally sasﬁed over me, with the customer simultaneously receiving and consuming the beneﬁts as we sasfy our performance obligaons. Rights to our IP are either sold or licensed to a customer. IP revenue recognion is dependent on the nature and terms of each agreement. We recognize IP revenue upon delivery of the IP if there are no substanve future obligaons to perform under the arrangement. Sales-based or usage-based royales from the license of IP are recognized at the later of the period the sales or usages occur or the sasfacon of the performance obligaon to which some or all of the sales- based or usage-based royales have been allocated. There are two main categories of NRE contracts that we enter into with our customers: (a) NRE contracts in which we develop a custom chip and (b) NRE contracts in which we accelerate our development of a new chip upon the customer’s request. The majority of our NRE contract revenues meet the over me criteria. As such, revenue is recognized over the development period with the measure of progress using the input method based on costs incurred to total cost as the services are provided. For NRE contracts that do not meet the over me criteria, revenue is recognized at a point in me when the NRE services are complete. Material rights. Contracts with customers may also include material rights that are also performance obligaons. These include the right to renew or receive products or services at a discounted price in the future. Revenue allocated to material rights is recognized when the customer exercises the right or the right expires. Arrangements with Mulple Performance Obligaons Our contracts may contain more than one of the products and services listed above, each of which is separately accounted for as a disnct performance obligaon. Allocaon of consideraon. We allocate total contract consideraon to each disnct performance obligaon in a bundled arrangement on a relave standalone selling price basis. The standalone selling price reﬂects the price we would charge for a speciﬁc product or service if it were sold separately in similar circumstances and to similar customers. Standalone selling price. When available, we use directly observable transacons to determine the standalone selling prices for performance obligaons. When directly observable transacons are not available, our esmates of standalone selling price for each performance obligaon require judgment that considers mulple factors, including, but not limited to, historical discounng trends for products and services and pricing pracces through diﬀerent sales channels, gross margin objecves, internal costs, competor pricing strategies, technology lifecycles and market condions. We separately determine the standalone selling prices by product or service type. Addionally, we segment the standalone selling prices for products where the pricing strategies diﬀer, and where there are diﬀerences in customers and circumstances that warrant segmentaon. We also esmate the standalone selling price of our material rights. We esmate the value of the customer’s opon to purchase or receive addional products or services at a discounted price by esmang the incremental discount the customer would obtain when exercising the opon and the likelihood that the opon would be exercised. Other Policies and Judgments Contract modiﬁcaons. We may modify contracts to oﬀer customers addional products or services. Each of the addional products and services is generally considered disnct from those products or services transferred to the customer before the modiﬁcaon. We evaluate whether the contract price for the addional products and services reﬂects the 59 Table of Contents standalone selling price as adjusted for facts and circumstances applicable to that contract. In these cases, we account for the addional products or services as a separate contract. In other cases where the pricing in the modiﬁcaon does not reﬂect the standalone selling price as adjusted for facts and circumstances applicable to that contract, we account for the addional products or services as part of the exisng contract on a prospecve basis, on a cumulave catch-up basis, or a combinaon of both based on the nature of the modiﬁcaon. In instances where the pricing in the modiﬁcaon oﬀers the customer a credit for a prior arrangement, we adjust our variable consideraon reserves for returns and other concessions. Right of return. Certain contracts contain a right of return that allows the customer to cancel all or a poron of the product or service and receive a credit. We esmate returns based on historical returns data which is constrained to an amount for which a material revenue reversal is not probable. We do not recognize revenue for products or services that are expected to be returned. Praccal expedient elected. We do not disclose the value of unsasﬁed performance obligaons for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. For contracts that were modiﬁed before the beginning of the earliest reporng period presented, we have not retrospecvely restated the contract for those modiﬁcaons. We have disclosed the aggregate eﬀect of all modiﬁcaons when idenfying the sasﬁed and unsasﬁed performance obligaons for purposes of determining the transacon price and allocang the transacon price at transion. Research and development. Research and development expense consists primarily of personnel costs for our engineers and third pares engaged in the design and development of our products, soware and technologies, including salary, bonus and stock-based compensaon expense, project material costs, services and depreciaon. Such costs are charged to research and development expense as they are incurred. Stock-based compensaon expense. We recognize compensaon expense for me-based restricted stock units (“RSUs”) using the straight-line amorzaon method based on the fair value of RSUs on the date of grant. The fair value of RSUs is the closing market price of Broadcom common stock on the date of grant, reduced by the present value of dividends expected to be paid on Broadcom common stock prior to vesng. We recognize compensaon expense for me-based stock opons and employee stock purchase plan rights under the Broadcom Inc. Employee Stock Purchase Plan, as amended (“ESPP”) based on the esmated grant-date fair value determined using the Black-Scholes valuaon model with a straight-line amorzaon method. Certain equity awards include both service and market condions. The fair value of market-based awards is esmated on the date of grant using the Monte Carlo simulaon technique. Compensaon expense for market-based awards is amorzed based upon a graded vesng method over the service period. We esmate forfeitures expected to occur and recognize stock-based compensaon expense for such awards expected to vest. Changes in the esmated forfeiture rates can have a signiﬁcant eﬀect on stock-based compensaon expense since the eﬀect of adjusng the rate is recognized in the period the forfeiture esmate is changed. Shipping and handling costs. Our shipping and handling costs charged to customers are included in net revenue and the associated expense is included in cost of revenue for all periods presented. Ligaon and selement costs. We are involved in legal acons and other maers arising in our recent business acquisions and in the normal course of business. We recognize an esmated loss conngency when the outcome is probable prior to issuance of the consolidated ﬁnancial statements and we are able to reasonably esmate the amount or range of any possible loss. Income taxes. We account for income taxes under the asset and liability method, which requires the recognion of deferred tax assets and liabilies for the expected future tax consequences of events that have been included in the consolidated ﬁnancial statements. Under this method, deferred tax assets and liabilies are determined based on the diﬀerences between the consolidated ﬁnancial statements and tax basis of assets and liabilies using enacted tax rates in eﬀect for the year in which the diﬀerences are expected to reverse. The eﬀect of a change in tax rates on deferred tax assets and liabilies is recognized in income in the period that includes the enactment date. We recognize net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determinaon, we consider all available posive and negave evidence, including scheduled reversals of deferred tax liabilies, projected future taxable income, tax planning strategies and recent ﬁnancial operaons. If we determine that we are able to realize our deferred income tax assets in the future in excess of their net carrying values, we adjust the valuaon allowance and reduce the provision for income taxes or increase the beneﬁt from income taxes. Likewise, if we determine that we are not able to realize all or part of our net deferred tax assets, we increase the provision for income taxes or decrease the beneﬁt from income taxes in the period such determinaon is made. 60 Table of Contents The U.S. Tax Cuts and Jobs Act enacted on December 22, 2017 (the “2017 Tax Act”) introduced signiﬁcant changes to U.S. income tax law. The Global Intangible Low-Taxed Income (“GILTI”) provisions of the 2017 Tax Act require Broadcom to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. We have elected to record the impacts of GILTI during the period incurred. We account for uncertainty in income taxes in accordance with the applicable accounng guidance on income taxes. This guidance provides that a tax beneﬁt from an uncertain tax posion may be recognized when it is more likely than not that the posion will be sustained upon examinaon, including resoluons of any related appeals or ligaon processes, based on the technical merits. Net income per share. Basic net income per share is computed by dividing net income aributable to common stock by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed by dividing net income aributable to common stock by the weighted-average number of shares of common stock and potenally diluve shares of common stock outstanding during the period. Diluted shares outstanding include the diluve eﬀect of unvested RSUs, in-the-money stock opons, and ESPP rights (together referred to as “equity awards”), as well as converble preferred stock. Potenally diluve shares whose eﬀect would have been andiluve are excluded from the computaon of diluted net income per share. The diluve eﬀect of equity awards is calculated based on the average stock price for each ﬁscal period, using the treasury stock method. Under the treasury stock method, the amount the employee must pay for exercising stock opons and purchasing shares under the ESPP and the amount of compensaon cost for future service that we have not yet recognized are collecvely assumed to be used to repurchase shares. The diluve eﬀect of converble preferred stock is calculated using the if-converted method. The if-converted method assumes that these securies were converted at the beginning of the reporng period to the extent that the eﬀect is diluve. 3. Revenue from Contracts with Customers Disaggregaon We have considered (1) informaon that is regularly reviewed by our Chief Execuve Oﬃcer, who has been idenﬁed as the chief operang decision maker (the “CODM”) as deﬁned by the authoritave guidance on segment reporng, in evaluang ﬁnancial performance and (2) disclosures presented outside of our ﬁnancial statements in our earnings releases and used in investor presentaons to disaggregate revenues. The principal category we use to disaggregate revenues is the nature of our products and subscripons and services, as presented in our consolidated statements of operaons. In addion, revenues by reportable segment are presented in Note 12. “Segment Informaon.” The following tables present revenue disaggregated by type of revenue and by region for the periods presented: Products Subscripons and services (a) Total Products Subscripons and services (a) Total $ $ $ $ Americas Asia Paciﬁc Europe, the Middle East and Africa Total Fiscal Year 2023 2,601 $ 5,678 8,279 $ (In millions) 23,263 $ 657 23,920 $ Fiscal Year 2022 2,027 $ 1,593 3,620 $ Americas Asia Paciﬁc Europe, the Middle East and Africa Total (In millions) 21,761 $ 744 22,505 $ 2,145 $ 1,609 3,754 $ 2,371 $ 4,573 6,944 $ 61 27,891 7,928 35,819 26,277 6,926 33,203 Table of Contents Products Subscripons and services (a) Total _____________________________ Americas Asia Paciﬁc Europe, the Middle East and Africa Total Fiscal Year 2021 $ $ 1,809 $ 4,290 6,099 $ (In millions) 17,258 $ 720 17,978 $ 1,819 $ 1,554 3,373 $ 20,886 6,564 27,450 (a) Subscripons and services predominantly includes soware licenses with terminaon for convenience clauses. Although we recognize revenue for the majority of our products when tle and control transfer in Penang, Malaysia, we disclose net revenue by region based primarily on the geographic shipment locaon or delivery locaon speciﬁed by our distributors, original equipment manufacturer (“OEM”) customers, contract manufacturers, channel partners, or soware customers. Contract Balances Contract assets and contract liabilies balances were as follows: Contract Assets Contract Liabilies October 29, 2023 October 30, 2022 $ $ (In millions) 955 $ 2,786 $ 128 3,341 Changes in our contract assets and contract liabilies primarily result from the ming diﬀerence between our performance and the customer’s payment. We fulﬁll our obligaons under a contract with a customer by transferring products and services in exchange for consideraon from the customer. We recognize a contract asset when we transfer products or services to a customer and the right to consideraon is condional on something other than the passage of me. Accounts receivable are recorded when the customer has been billed or the right to consideraon is uncondional. We recognize contract liabilies when we have received consideraon or an amount of consideraon is due from the customer and we have a future obligaon to transfer products or services. The majority of our contract liabilies represents amounts billed or collected and advanced payments on contracts or arrangements which include terminaon for convenience provisions. The amount of revenue recognized during ﬁscal year 2023 that was included in the contract liabilies balance as of October 30, 2022 was $2,915 million. The amount of revenue recognized during ﬁscal year 2022 that was included in the contract liabilies balance as of October 31, 2021 was $2,615 million. Remaining Performance Obligaons Revenue allocated to remaining performance obligaons represents the transacon price allocated to unsasﬁed or parally unsasﬁed performance obligaons. Remaining performance obligaons include unearned revenue and amounts that will be invoiced and recognized as revenue in future periods, but do not include contracts for soware, subscripons or services where the customer is not commied. The customer is not considered commied when terminaon for convenience without payment of a substanve penalty exists, either contractually or through customary business pracce. The majority of our customer soware contracts include terminaon for convenience clauses without a substanve penalty and are not considered commied. Addionally, as a praccal expedient, we have not included contracts that have an original duraon of one year or less, nor have we included contracts with sales-based or usage-based royales promised in exchange for a license of IP. Certain mul-year customer contracts, primarily in our semiconductor soluons segment, contain ﬁrmly commied amounts and the remaining performance obligaons under these contracts as of October 29, 2023 were approximately $20.3 billion. We expect approximately 30% of this amount to be recognized as revenue over the next 12 months. Although the majority of our soware contracts are not deemed to be commied, our customers generally do not exercise their terminaon for convenience rights. In addion, the majority of our contracts for products, subscripons and services have a duraon of one year or less. Accordingly, our remaining performance obligaons disclosed above are not indicave of revenue for future periods. 62 Table of Contents 4. Supplemental Financial Informaon Cash Equivalents Cash equivalents included $1,470 million and $3,915 million of me deposits and $1,650 million and $2,365 million of money-market funds as of October 29, 2023 and October 30, 2022, respecvely. For me deposits, carrying value approximates fair value due to the short-term nature of the instruments. The fair value of money-market funds, which was consistent with their carrying value, was determined using unadjusted prices in acve, accessible markets for idencal assets, and as such, they were classiﬁed as Level 1 assets in the fair value hierarchy. Accounts Receivable Factoring We sell certain of our trade accounts receivable on a non-recourse basis to third-party ﬁnancial instuons pursuant to factoring arrangements. We account for these transacons as sales of receivables and present cash proceeds as cash provided by operang acvies in the consolidated statements of cash ﬂows. Total trade accounts receivable sold under the factoring arrangements were $3,975 million, $3,700 million and $4,027 million during ﬁscal years 2023, 2022 and 2021, respecvely. Factoring fees for the sales of receivables were recorded in other income (expense), net and were not material for any of the periods presented. Inventory Finished goods Work-in-process Raw materials Total inventory Property, Plant and Equipment, Net Land Construcon in progress Buildings and leasehold improvements Machinery and equipment Total property, plant and equipment Accumulated depreciaon and amorzaon Total property, plant and equipment, net October 29, 2023 October 30, 2022 (In millions) 676 $ 901 321 1,898 $ 780 966 179 1,925 October 29, 2023 October 30, 2022 (In millions) 195 $ 63 1,181 4,739 6,178 (4,024) 2,154 $ 195 63 1,156 4,413 5,827 (3,604) 2,223 $ $ $ $ Depreciaon expense was $502 million, $529 million and $539 million for ﬁscal years 2023, 2022 and 2021, respecvely. Other Current Assets Prepaid expenses Other Total other current assets October 29, 2023 October 30, 2022 $ $ (In millions) 743 $ 863 1,606 $ 864 341 1,205 63 Table of Contents Other Current Liabilies Contract liabilies Tax liabilies Interest payable Other Total other current liabilies Other Long-Term Liabilies Unrecognized tax beneﬁts, interest and penales Contract liabilies Other Total other long-term liabilies Other Income (Expense), Net Interest income Other income Gain (loss) on investments Other expense Other income (expense), net October 29, 2023 October 30, 2022 (In millions) 2,487 $ 473 380 312 3,652 $ 2,931 680 393 408 4,412 October 29, 2023 October 30, 2022 (In millions) 2,792 $ 299 756 3,847 $ $ $ $ $ 3,229 410 774 4,413 16 26 99 (10) 131 2023 Fiscal Year 2022 (In millions) 2021 $ $ 535 $ 15 11 (49) 512 $ 100 $ 30 (169) (15) (54) $ Other income and other expense include foreign exchange gains and losses, factoring fees for the sales of receivables, dividend income, and other miscellaneous items. 5. Leases We have operang and ﬁnance leases for our facilies, data centers and certain equipment. Operang lease expense was $91 million, $98 million and $102 million for ﬁscal years 2023, 2022 and 2021, respecvely. Finance lease expense was $16 million, $18 million and $16 million for ﬁscal years 2023, 2022 and 2021 respecvely. 64 Table of Contents Other informaon related to leases was as follows: Cash paid for operang leases included in operang cash ﬂows ROU assets obtained in exchange for operang lease liabilies ROU assets obtained in exchange for ﬁnance lease liabilies Weighted-average remaining lease term – operang leases (In years) Weighted-average remaining lease term – ﬁnance leases (In years) Weighted-average discount rate – operang leases Weighted-average discount rate – ﬁnance leases Supplemental balance sheet informaon related to leases was as follows: 2023 Fiscal Year 2022 (In millions) 2021 $ $ $ 90 28 — $ $ $ 103 16 1 $ $ $ 140 92 15 October 29, 2023 October 30, 2022 10 2 3.90 % 3.09 % 10 2 3.60 % 3.05 % Classiﬁcaon on the Consolidated Balance Sheets October 29, 2023 October 30, 2022 ROU assets - operang leases ROU assets - ﬁnance leases Other long-term assets Property, plant and equipment, net Short-term lease liabilies - operang leases Long-term lease liabilies - operang leases Short-term lease liabilies - ﬁnance leases Long-term lease liabilies - ﬁnance leases Other current liabilies Other long-term liabilies Current poron of long-term debt Long-term debt Future minimum lease payments under non-cancelable leases as of October 29, 2023 were as follows: $ $ $ $ $ $ (In millions) 463 $ 22 $ 60 $ 359 $ 45 $ 4 $ October 29, 2023 Operang Leases Finance Leases 2024 2025 2026 2027 2028 Thereaer Total undiscounted liabilies Less: interest Present value of lease liabilies $ $ $ (In millions) 75 65 52 46 40 236 514 (95) 419 $ 517 40 74 389 37 22 45 2 2 — — — 49 — 49 As of October 29, 2023, the Company had $642 million of future payments under addional leases that will commence in ﬁscal year ending November 3, 2024 with a lease term of 15 years. 65 Table of Contents 6. Goodwill and Intangible Assets Goodwill Balance as of October 31, 2021 Acquisions Balance as of October 30, 2022 Acquisions Balance as of October 29, 2023 Semiconductor Soluons Infrastructure Soware Total $ $ 25,959 $ 8 25,967 34 26,001 $ (In millions) 17,491 $ 156 17,647 5 17,652 $ 43,450 164 43,614 39 43,653 We completed three acquisions in ﬁscal year 2023 and four acquisions in ﬁscal year 2022, all of which qualiﬁed as business combinaons. The consideraon for these acquisions was primarily allocated to goodwill and intangible assets. During the fourth quarter of ﬁscal years 2023, 2022 and 2021, we completed our annual impairment assessments and concluded that goodwill was not impaired in any of these years. Intangible Assets As of October 29, 2023: Purchased technology Customer contracts and related relaonships Order backlog Trade names Other Intangible assets subject to amorzaon IPR&D Total As of October 30, 2022: Purchased technology Customer contracts and related relaonships Order backlog Trade names Other Intangible assets subject to amorzaon IPR&D Total Gross Carrying Amount Accumulated Amorzaon (In millions) Net Book Value $ $ $ $ 12,938 $ 7,059 9 649 168 20,823 10 20,833 $ 19,450 $ 7,066 484 700 174 27,874 29 27,903 $ (10,723) $ (5,753) (8) (388) (94) (16,966) — (16,966) $ (15,422) $ (4,535) (382) (372) (81) (20,792) — (20,792) $ 2,215 1,306 1 261 74 3,857 10 3,867 4,028 2,531 102 328 93 7,082 29 7,111 66 Table of Contents Based on the amount of intangible assets subject to amorzaon at October 29, 2023, the expected amorzaon expense for each of the next ﬁve ﬁscal years and thereaer was as follows: Fiscal Year: 2024 2025 2026 2027 2028 Thereaer Total The weighted-average remaining amorzaon periods by intangible asset category were as follows: Expected Amorzaon Expense (In millions) $ $ 2,392 685 348 222 69 141 3,857 October 29, 2023 October 30, 2022 (In years) 3 1 — 8 8 (a) 2023 Fiscal Year 2022 2021 (In millions, except per share data) $ $ $ $ 14,082 $ — 14,082 $ 11,495 $ (272) 11,223 $ 415 12 427 409 14 423 33.93 $ 32.98 $ 27.44 $ 26.53 $ 3 2 1 8 8 6,736 (299) 6,437 410 19 429 15.70 15.00 Amorzable intangible assets: Purchased technology Customer contracts and related relaonships Order backlog Trade names Other (a) Represents less than one year. 7. Net Income Per Share Numerator: Net income Dividends on preferred stock Net income aributable to common stock Denominator: Weighted-average shares outstanding - basic Diluve eﬀect of equity awards Weighted-average shares outstanding - diluted Net income per share aributable to common stock: Basic Diluted For ﬁscal years 2022 and 2021, diluted net income per share excluded the potenally diluve eﬀect of 10 million and 12 million shares of common stock, respecvely, issuable upon the conversion of 8.00% Mandatory Converble Preferred Stock, Series A, $0.001 par value per share (“Mandatory Converble Preferred Stock”) as their eﬀect was andiluve. All shares of our Mandatory Converble Preferred Stock were converted into shares of our common stock before the end of ﬁscal year 2022. 67 Table of Contents 8. Rerement Plans Deﬁned Beneﬁt Pension Plans The U.S. deﬁned beneﬁt pension plans primarily consist of a qualiﬁed pension plan. Beneﬁts of the qualiﬁed pension plan are provided under an adjusted career-average-pay program, a cash-balance program or a dollar-per-month program. Beneﬁt accruals under this plan were frozen in 2009. Parcipants in the adjusted career-average-pay program no longer earn service accruals. Parcipants in the cash-balance program no longer earn service accruals, but connue to earn 4% interest per year on their cash-balance accounts. There are no acve parcipants under the dollar-per-month program. We also have a frozen non- qualiﬁed supplemental pension plan in the United States that principally provides beneﬁts based on compensaon in excess of amounts that can be considered under the qualiﬁed pension plan. We also have deﬁned beneﬁt pension plans for certain employees in Austria, France, Germany, India, Israel, Italy, Japan and Taiwan. Eligibility is generally determined based on the terms of our plans and local statutory requirements. Net Periodic Beneﬁt Cost Service cost Interest cost Expected return on plan assets Other Net periodic beneﬁt cost Net actuarial (gain) loss 2023 Fiscal Year 2022 (In millions) 2021 $ $ $ 8 $ 60 (59) — 9 $ 20 $ 8 $ 39 (39) 1 9 $ (17) $ 11 39 (40) 1 11 8 The components of net periodic beneﬁt cost other than the service cost are included in other income (expense), net. Service cost is recognized in operang expenses. 68 Table of Contents Beneﬁt Obligaons and Plan Assets Change in plan assets: Fair value of plan assets — beginning of period Actual return on plan assets Employer contribuons Plan parcipants’ contribuons Beneﬁt payments Foreign currency impact Fair value of plan assets — end of period Change in beneﬁt obligaons: Beneﬁt obligaons — beginning of period Service cost Interest cost Actuarial gain Plan parcipants’ contribuons Beneﬁt payments Foreign currency impact Beneﬁt obligaons — end of period (a) Overfunded (underfunded) status of beneﬁt obligaons (b) Actuarial losses and prior service costs recognized in accumulated other comprehensive loss, net of taxes _______________________________ October 29, 2023 October 30, 2022 (In millions) $ $ $ 1,160 $ 19 15 1 (94) 4 1,105 1,143 8 60 (22) 1 (94) 5 1,101 4 $ (108) $ 1,521 (279) 10 1 (95) 2 1,160 1,526 8 39 (336) 1 (95) — 1,143 17 (82) (a) The actuarial gain in ﬁscal year 2022 was primarily due to an increase in discount rates experienced by the majority of our plans. (b) Substanally all amounts recognized on the consolidated balance sheets were recorded in other long-term assets and other long-term liabilies for all periods presented. Plans with beneﬁt obligaons in excess of plan assets: Projected beneﬁt obligaons Accumulated beneﬁt obligaons Fair value of plan assets Plans with beneﬁt obligaons less than plan assets: Projected beneﬁt obligaons Accumulated beneﬁt obligaons Fair value of plan assets October 29, 2023 October 30, 2022 (In millions) 79 $ 64 $ 26 $ 71 55 12 October 29, 2023 October 30, 2022 (In millions) 1,022 $ 1,022 $ 1,079 $ 1,072 1,070 1,148 $ $ $ $ $ $ The fair value of pension plan assets as of October 29, 2023 and October 30, 2022 included $204 million and $184 million, respecvely, of assets for our non-U.S. pension plans. 69 Table of Contents The projected beneﬁt obligaons as of October 29, 2023 and October 30, 2022 included $202 million and $185 million, respecvely, of obligaons related to our non-U.S. pension plans. The accumulated beneﬁt obligaons as of October 29, 2023 and October 30, 2022 included $188 million and $168 million, respecvely, of obligaons related to our non-U.S. pension plans. Expected Future Beneﬁt Payments Fiscal Years: 2024 2025 2026 2027 2028 2029-2033 Investment Policy Expected Beneﬁt Payments (In millions) $ $ $ $ $ $ 96 95 95 93 91 429 Plan assets of the U.S. qualiﬁed pension plan, which represent substanally all of the plan assets, are generally invested in funds held by third-party fund managers. Our beneﬁt plan investment commiee has set the investment strategy to fully match the liability. We direct the overall porolio allocaon and use a third-party investment consultant that has the discreon to structure porolios and select the investment managers within those allocaon parameters. Mulple investment managers are ulized, including both acve and passive management approaches. The plan assets are invested using the liability-driven investment strategy intended to minimize market and interest rate risks, and those assets are periodically rebalanced toward asset allocaon targets. The target asset allocaon for the U.S. qualiﬁed pension plan reﬂects a risk/return proﬁle that we believe is appropriate relave to the liability structure and return goals for the plan. We periodically review the allocaon of plan assets relave to alternave allocaon models to evaluate the need for adjustments based on forecasted liabilies and plan liquidity needs. For both ﬁscal years 2023 and 2022, 100% of the U.S. qualiﬁed pension plan assets were allocated to ﬁxed income, in line with the target allocaon. The ﬁxed income allocaon is primarily directed toward long-term core bond investments, with smaller allocaons to Treasury Inﬂaon-Protected Securies and high-yield bonds. 70 Table of Contents Fair Value Measurement of Plan Assets Cash equivalents Equity securies: Non-U.S. equity securies Fixed-income securies: U.S. treasuries Corporate bonds Municipal bonds Government bonds Asset-backed securies Total plan assets Cash equivalents Equity securies: Non-U.S. equity securies Fixed-income securies: U.S. treasuries Corporate bonds Municipal bonds Government bonds Asset-backed securies Total plan assets ______________________________ Fair Value Measurements at Reporng Date Using October 29, 2023 Level 1 Level 2 (In millions) Total $ (a) 16 $ (b) 62 — — — — — 78 $ — — (c) (c) (c) (c) (c) 144 837 23 21 2 1,027 $ $ $ Fair Value Measurements at Reporng Date Using October 30, 2022 Level 1 Level 2 (In millions) (a) 19 $ (b) 46 — — — — — 65 $ — — (c) (c) (c) (c) (c) 147 901 20 25 2 1,095 $ $ $ $ 16 62 144 837 23 21 2 1,105 Total 19 46 147 901 20 25 2 1,160 (a) Cash equivalents primarily included short-term investment funds which consisted of short-term money market instruments that were valued based on quoted prices in acve markets. (b) These equity securies were valued based on quoted prices in acve markets. (c) These amounts consisted of investments that were traded less frequently than Level 1 securies and were valued using inputs that included quoted prices for similar assets in acve markets and inputs other than quoted prices that were observable for the assets, such as interest rates, yield curves, prepayment speeds, collateral performance, broker/dealer quotes and indices that were observable at commonly quoted intervals. Assumpons The assumpons used to determine the beneﬁt obligaons and net periodic beneﬁt cost for our deﬁned beneﬁt pension plans are presented in the table below. The expected long-term return on assets shown in the table below represents an esmate of long-term returns on investment porolios primarily consisng of combinaons of debt, equity and other investments, depending on the plan. The long-term rates of return are then weighted based on the asset classes in which the pension funds are invested. Discount rates reﬂect the current rate at which deﬁned beneﬁt pension obligaons could be seled based on the measurement dates of the plans, which is October 31, the month end closest to our ﬁscal year end. The range of assumpons reﬂects the diﬀerent economic environments within various countries. 71 Table of Contents Discount rate Average increase in compensaon levels Expected long-term return on assets Deﬁned Contribuon Plans Assumpons for Beneﬁt Obligaons as of Assumpons for Net Periodic Beneﬁt Cost Fiscal Year October 29, 2023 1.75%-7.00% 2.00%-10.00% N/A October 30, 2022 1.25%-7.25% 2.00%-10.00% N/A 2023 1.25%-7.25% 2.00%-10.00% 2.50%-7.00% 2022 0.75%-6.50% 2.00%-10.00% 1.50%-7.25% 2021 0.61%-6.54% 2.00%-10.00% 1.00%-8.00% Our eligible U.S. employees parcipate in a company-sponsored 401(k) plan. Under the plan, we match employee contribuons dollar for dollar up to 6% of their eligible earnings. All matching contribuons vest immediately. During ﬁscal years 2023, 2022 and 2021, we made contribuons of $100 million, $96 million and $94 million, respecvely, to the 401(k) plan. In addion, other eligible employees outside of the U.S. receive rerement beneﬁts under various deﬁned contribuon rerement plans. 72 Table of Contents 9. Borrowings April 2022 Senior Notes - ﬁxed rate 4.000% notes due April 2029 4.150% notes due April 2032 4.926% notes due May 2037 September 2021 Senior Notes - ﬁxed rate 3.137% notes due November 2035 3.187% notes due November 2036 March 2021 Senior Notes - ﬁxed rate 3.419% notes due April 2033 3.469% notes due April 2034 January 2021 Senior Notes - ﬁxed rate 1.950% notes due February 2028 2.450% notes due February 2031 2.600% notes due February 2033 3.500% notes due February 2041 3.750% notes due February 2051 June 2020 Senior Notes - ﬁxed rate 3.459% notes due September 2026 4.110% notes due September 2028 May 2020 Senior Notes - ﬁxed rate 2.250% notes due November 2023 3.150% notes due November 2025 4.150% notes due November 2030 4.300% notes due November 2032 April 2020 Senior Notes - ﬁxed rate 5.000% notes due April 2030 April 2019 Senior Notes - ﬁxed rate 3.625% notes due October 2024 4.750% notes due April 2029 2017 Senior Notes - ﬁxed rate 2.650% notes due January 2023 3.625% notes due January 2024 3.125% notes due January 2025 3.875% notes due January 2027 Eﬀecve Interest Rate October 29, 2023 October 30, 2022 (In millions, except percentages) 4.17 % $ 4.30 % 5.33 % 4.23 % 4.79 % 4.66 % 4.63 % 2.10 % 2.56 % 2.70 % 3.60 % 3.84 % 4.19 % 5.02 % 2.40 % 3.29 % 4.27 % 4.39 % 5.18 % 3.98 % 4.95 % 2.78 % 3.74 % 3.23 % 4.02 % 750 $ 1,200 2,500 4,450 3,250 2,750 6,000 2,250 3,250 5,500 750 2,750 1,750 3,000 1,750 10,000 752 1,118 1,870 105 900 1,856 2,000 4,861 606 622 1,655 2,277 — 829 495 2,922 750 1,200 2,500 4,450 3,250 2,750 6,000 2,250 3,250 5,500 750 2,750 1,750 3,000 1,750 10,000 752 1,118 1,870 105 900 1,856 2,000 4,861 606 622 1,655 2,277 260 829 495 2,922 73 Table of Contents 3.500% notes due January 2028 Assumed CA Senior Notes - ﬁxed rate 4.500% notes due August 2023 4.700% notes due March 2027 Other senior notes - ﬁxed rate 3.500% notes due August 2024 4.500% notes due August 2034 Total principal amount outstanding Current poron of principal amount outstanding Short-term ﬁnance lease liabilies Total current poron of long-term debt Non-current poron of principal amount outstanding Long-term ﬁnance lease liabilies Unamorzed discount and issuance costs Total long-term debt Eﬀecve Interest Rate October 29, 2023 October 30, 2022 3.60 % (In millions, except percentages) 777 5,023 777 5,283 143 215 358 7 6 13 — 215 215 7 6 13 40,815 $ 41,218 1,563 $ 45 1,608 $ 39,252 $ 4 (1,635) 37,621 $ 403 37 440 40,815 22 (1,762) 39,075 4.10 % 5.15 % 3.55 % 4.55 % $ $ $ $ $ The senior notes are recorded net of discount and issuance costs, which are amorzed to interest expense over the respecve terms of such senior notes. We may redeem or purchase, in whole or in part, any of our senior notes prior to their respecve maturies, subject to a speciﬁed make-whole premium determined in accordance with the indentures governing the respecve notes, plus accrued and unpaid interest. In the event of a change in control, note holders will have the right to require us to repurchase their notes at a price equal to 101% of the principal amount of such notes, plus accrued and unpaid interest. Subsequent to the end of ﬁscal year 2023, we borrowed term loans to ﬁnance the acquision of VMware, Inc. (“VMware”) and assumed VMware’s outstanding senior unsecured notes. See Note 15. “Subsequent Events” for addional informaon. April 2022 Senior Notes In April 2022, we issued $750 million of 4.000% senior unsecured notes due April 2029 and $1,200 million of 4.150% senior unsecured notes due April 2032. Using the net proceeds, we redeemed the outstanding balance of $1,020 million of our 4.700% notes due 2025 and $944 million of our 4.250% notes due 2026. As a result of these redempons, we incurred premiums of $85 million and wrote oﬀ $15 million of unamorzed discount and issuance costs, both of which were included in interest expense. In April 2022, we issued $2,500 million of 4.926% senior unsecured notes due May 2037 in exchange for $2,502 million of certain of our outstanding notes maturing between 2027 and 2030. As a result of this exchange, we paid premiums of $47 million, which were included in unamorzed discount and issuance costs. The 4.926% notes due 2037, the 4.000% notes due 2029 and the 4.150% notes due 2032 are collecvely referred as the “April 2022 Senior Notes.” September 2021 Senior Notes In September 2021, we completed our private oﬀers to exchange $6.0 billion of certain of our outstanding notes maturing between 2025 and 2030 for $3,250 million of 3.137% senior unsecured notes due November 2035 and $2,750 million of 3.187% senior unsecured notes due November 2036 (collecvely, the “September 2021 Senior Notes”). As a result of this exchange, we paid premiums of $762 million, which were included in unamorzed discount and issuance costs. 74 Table of Contents March 2021 Senior Notes In March 2021, we completed our private oﬀers to exchange $5.5 billion of certain of our outstanding notes maturing between 2024 and 2027 (the “March 2021 Exchange Oﬀer”) for $2,250 million of 3.419% senior unsecured notes due April 2033 and $3,250 million of 3.469% senior unsecured notes due April 2034 (collecvely, the “March 2021 Senior Notes”). As a result of this exchange, we paid premiums of $581 million, which were included in unamorzed discount and issuance costs. In connecon with the March 2021 Exchange Oﬀer, Broadcom Corporaon (“BRCM”) and Broadcom Technologies Inc. (“BTI”) were automacally and uncondionally released from their guarantees in accordance with the respecve indentures governing the January 2021 Senior Notes, June 2020 Senior Notes, May 2020 Senior Notes, April 2020 Senior Notes, and April 2019 Senior Notes, as deﬁned below respecvely. January 2021 Senior Notes In January 2021, we issued $10 billion of senior unsecured notes (the “January 2021 Senior Notes”). Using the net proceeds from the January 2021 Senior Notes, we repaid the outstanding balance of $5,888 million of our unsecured term A-3 facility and unsecured term A-5 facility under the credit agreement entered into on November 4, 2019 (the “November 2019 Credit Agreement”), repurchased $3,830 million of certain of our outstanding notes maturing between 2021 and 2023 through a cash tender oﬀer and redempon, and repaid $282 million of our 2.200% notes upon maturity in January 2021. As a result of these repayments and repurchases, we incurred premiums of $151 million and wrote oﬀ $47 million of unamorzed discount and issuance costs, both of which were included in interest expense. 2021 Credit Agreement In January 2021, we entered into a credit agreement (the “2021 Credit Agreement”), which provides for a ﬁve-year $7.5 billion unsecured revolving credit facility, of which $500 million is available for the issuance of mul-currency leers of credit. The issuance of leers of credit and certain other instruments would reduce the aggregate amount otherwise available under the revolving credit facility for revolving loans. Subject to the terms of the 2021 Credit Agreement, we are permied to borrow, repay and reborrow revolving loans at any me prior to the earlier of (a) January 19, 2026 and (b) the date of terminaon in whole of the revolving lenders’ commitments under the 2021 Credit Agreement. In connecon with the 2021 Credit Agreement, we terminated the credit agreement entered into on May 7, 2019, which provided for a ﬁve-year $5 billion unsecured revolving credit facility, and the November 2019 Credit Agreement. We had no borrowings outstanding under the revolving credit facility at either October 29, 2023 or October 30, 2022. June 2020 Senior Notes In June 2020, we completed our private oﬀers to exchange $3,742 million of certain series of our outstanding senior notes maturing between 2021 and 2024 for $1,695 million of senior notes due 2026 and $2,222 million of senior notes due 2028 (collecvely, the “June 2020 Senior Notes”). May 2020 Senior Notes In May 2020, we issued $8 billion of senior unsecured notes (the “May 2020 Senior Notes”). Using the net proceeds, we repaid certain term loans under the November 2019 Credit Agreement and all outstanding borrowings under a revolving credit facility. April 2020 Senior Notes In April 2020, we issued $4.5 billion of senior unsecured notes (the “April 2020 Senior Notes”). Using the net proceeds, we repurchased certain series of our outstanding senior notes maturing between 2021 and 2022, pursuant to a cash tender oﬀer that we completed in April 2020. April 2019 Senior Notes In April 2019, we issued $11 billion of senior unsecured notes (the “April 2019 Senior Notes”). Using the net proceeds, we repaid certain term loans. 75 Table of Contents Registered Exchange Oﬀer In connecon with the issuance of the June 2020 Senior Notes, the May 2020 Senior Notes, the April 2020 Senior Notes (collecvely, the “2020 Senior Notes”) and the April 2019 Senior Notes, we entered into registraon rights agreements, pursuant to which we were obligated to use commercially reasonable eﬀorts to ﬁle with the Securies and Exchange Commission (the “SEC”), and cause to be declared eﬀecve, a registraon statement with respect to an oﬀer to exchange (the “Registered Exchange Oﬀer”) each series of the 2020 Senior Notes and the April 2019 Senior Notes for notes that are registered with the SEC (the “Registered Notes”), with substanally idencal terms. We completed the Registered Exchange Oﬀer on August 10, 2020. Substanally all of our 2020 Senior Notes and April 2019 Senior Notes were tendered and exchanged for the corresponding Registered Notes in the Registered Exchange Oﬀer. Commercial Paper In February 2019, we established a commercial paper program pursuant to which we may issue unsecured commercial paper notes (“Commercial Paper”) in principal amount of up to $2 billion outstanding at any me with maturies of up to 397 days from the date of issue. Commercial Paper is sold under customary terms in the commercial paper market and may be issued at a discount from par or, alternavely, may be sold at par and bear interest at rates dictated by market condions at the me of their issuance. The discount associated with the Commercial Paper is amorzed to interest expense over its term. Outstanding Commercial Paper reduces the amount that would otherwise be available to borrow for general corporate purposes under our revolving credit facility. We had no Commercial Paper outstanding at either October 29, 2023 or October 30, 2022. 2017 Senior Notes During the ﬁscal year ended October 29, 2017, Broadcom Cayman Finance Limited, which subsequently merged into BTI during the ﬁscal year ended November 3, 2019 (“ﬁscal year 2019”) with BTI remaining as the surviving enty, and BRCM issued $17,550 million of senior unsecured notes (the “2017 Senior Notes”). Our 2017 Senior Notes are fully and uncondionally guaranteed, jointly and severally, on an unsecured, unsubordinated basis by Broadcom and BTI. Using the net proceeds, plus cash on hand, we repaid certain term loans and ﬁnanced the acquision of Brocade Communicaons Systems, Inc. During the ﬁscal year ended November 4, 2018, substanally all of the 2017 Senior Notes were tendered and exchanged for notes registered with the SEC, with substanally idencal terms. Assumed CA Senior Notes In connecon with our acquision of CA, Inc. (“CA”) during ﬁscal year 2019, we assumed $2.25 billion of CA’s outstanding senior unsecured notes (the “Assumed CA Senior Notes”). CA remains the sole obligor under the Assumed CA Senior Notes. Fair Value of Debt As of October 29, 2023, the esmated aggregate fair value of our debt was $33,181 million. The fair value of our senior notes was determined using quoted prices from less acve markets. All of our debt obligaons are categorized as Level 2 instruments. Future Principal Payments of Debt The future scheduled principal payments of debt as of October 29, 2023 were as follows: Fiscal Year: 2024 2025 2026 2027 2028 Thereaer Total As of October 29, 2023 and October 30, 2022, we were in compliance with all debt covenants. 76 Future Scheduled Principal Payments (In millions) $ $ 1,563 495 1,652 3,137 2,645 31,323 40,815 Table of Contents 10. Stockholders’ Equity Cash Dividends Declared and Paid Dividends per share to common stockholders Dividends to common stockholders Dividends per share to preferred stockholders Dividends to preferred stockholders 2023 Fiscal Year 2022 2021 $ $ $ $ (In millions, except per share data) 16.40 $ 6,733 $ 80.00 $ 299 $ 18.40 $ 7,645 $ — $ — $ 14.40 5,913 80.00 299 On September 30, 2019, we completed an oﬀering of approximately 4 million shares of Mandatory Converble Preferred Stock, which generated net proceeds of approximately $3,679 million and would automacally convert into shares of our common stock on September 30, 2022. The holders of Mandatory Converble Preferred Stock were entled to receive, when, as and if declared by our Board of Directors, or an authorized commiee thereof, out of funds legally available for payment, cumulave dividends at the annual rate of 8.00% of the liquidaon preference of $1,000 per share (equivalent to $80 annually per share), payable in cash or, subject to certain limitaons, by delivery of shares of our common stock or any combinaon of cash and shares of our common stock, at our elecon. During ﬁscal year 2022, outstanding shares of our Mandatory Converble Preferred Stock converted into an aggregate of approximately 12 million shares of our common stock at conversion rates ranging between 3.0894 and 3.1149 common shares per share of Mandatory Converble Preferred Stock. We paid cash in lieu of fraconal shares of common stock upon conversion. Stock Repurchase Programs In December 2021, our Board of Directors authorized a stock repurchase program to repurchase up to $10 billion of our common stock from me to me through December 31, 2022, which was subsequently extended to December 31, 2023. In May 2022, our Board of Directors authorized another stock repurchase program to repurchase up to an addional $10 billion of our common stock from me to me through December 31, 2023. We repurchased and rered approximately 9 million and 12 million shares of our common stock for $5,824 million and $7,000 million under these stock repurchase programs during ﬁscal years 2023 and 2022, respecvely. Repurchases under our stock repurchase programs may be eﬀected through a variety of methods, including open market or privately negoated purchases. The ming and amount of shares repurchased will depend on the stock price, business and market condions, corporate and regulatory requirements, alternave investment opportunies, acquision opportunies, and other factors. We are not obligated to repurchase any speciﬁc amount of shares of common stock, and the stock repurchase programs may be suspended or terminated at any me. Equity Incenve Award Plan 2012 Plan In connecon with the acquision of BRCM, we assumed the BRCM 2012 Stock Incenve Plan (the “Original 2012 Plan”) and outstanding unvested RSUs originally granted by BRCM under the Original 2012 Plan that were held by connuing employees. During the second quarter of ﬁscal year 2021, our stockholders approved the amendment and restatement of the Original 2012 Plan, now called the Broadcom Inc. 2012 Stock Incenve Plan (the “Amended 2012 Plan”). Under the Amended 2012 Plan, we may grant stock opons and stock appreciaon rights with an exercise price that is no less than the fair market value on the date of grant, restricted stock awards, and RSUs to employees. No parcipant may be granted such awards for more than an aggregate of 4 million shares in any ﬁscal year. Equity awards granted under the Amended 2012 Plan generally vest over four years. The Amended 2012 Plan reduced the number of shares available for new equity award grants to 20 million shares and removed the annual share replenishment provision provided under the Original 2012 Plan. During the second quarter of ﬁscal year 2023, our stockholders approved the amendment and restatement of the Amended 2012 Plan to increase the number of shares of common stock authorized for issuance by 25 million shares. Awards cancelled or forfeited and shares withheld to sasfy tax withholding obligaons become available for future issuance. As of October 29, 2023, 36 million shares remained available for issuance under the Amended 2012 Plan. We may grant market-based RSUs with both a service condion and a market condion as part of our equity compensaon programs. The market-based RSUs generally vest over four years, subject to sasfacon of market condions. During ﬁscal years 2023, 2022 and 2021, we granted market-based RSUs under which grantees may receive the number of 77 Table of Contents shares ranging from 0% to 300% of the original grant at vesng based upon the total stockholder return (“TSR”) on our common stock on an absolute basis and as compared to the TSR of an index group of companies. During ﬁscal year 2023, we also granted market-based RSUs vesng over ﬁve years, subject to sasfacon of stock price performance milestones. Employee Stock Purchase Plan The ESPP provides eligible employees with the opportunity to acquire an ownership interest in us through periodic payroll deducons, based on a 6-month look-back period, at a price equal to the lesser of 85% of the fair market value of our common stock at either the beginning or the end of the relevant oﬀering period. The ESPP is structured as a qualiﬁed employee stock purchase plan under Secon 423 of the Internal Revenue Code of 1986. However, the ESPP is not intended to be a qualiﬁed pension, proﬁt sharing or stock bonus plan under Secon 401(a) of the Internal Revenue Code of 1986 and is not subject to the provisions of the Employee Rerement Income Security Act of 1974. Stock-Based Compensaon Expense Cost of products sold Cost of subscripons and services Research and development Selling, general and administrave Total stock-based compensaon expense Esmated income tax beneﬁts for stock-based compensaon Excess income tax beneﬁts for stock-based awards exercised or released 2023 Fiscal Year 2022 (In millions) 2021 $ $ $ $ 88 $ 122 1,513 448 2,171 $ 367 $ 507 $ 65 $ 82 1,048 338 1,533 $ 255 $ 375 $ 78 65 1,199 362 1,704 283 310 We have assumed an annualized forfeiture rate for RSUs of 5%. We will recognize addional expense if actual forfeitures are lower than we esmated, and will recognize a beneﬁt if actual forfeitures are higher than we esmated. During the ﬁrst quarter of ﬁscal year 2019, the Compensaon Commiee of our Board of Directors approved a broad-based program of mul-year equity grants of me- and market-based RSUs (the “Mul-Year Equity Awards”) in lieu of our annual employee equity awards historically granted on March 15 of each year. Each Mul-Year Equity Award vests on the same basis as four annual grants made March 15 of each year, beginning in ﬁscal year 2019, with successive four- year vesng periods. Stock-based compensaon expense related to the Mul-Year Equity Awards was $596 million, $794 million and $816 million for ﬁscal years 2023, 2022 and 2021, respecvely. As of October 29, 2023, the total unrecognized compensaon cost related to unvested stock-based awards was $6,375 million, which is expected to be recognized over the remaining weighted-average service period of 3.4 years. The following table summarizes the weighted-average assumpons ulized to calculate the fair value of market-based awards granted in the periods presented: Risk-free interest rate Dividend yield Volality Expected term (in years) 2023 Fiscal Year 2022 2021 4.0 % 3.3 % 32.8 % 4.8 1.4 % 2.7 % 37.1 % 3.4 0.3 % 3.0 % 39.0 % 3.4 The risk-free interest rate was derived from the average U.S. Treasury Strips rate, which approximated the rate in eﬀect appropriate for the term at the me of grant. The dividend yield was based on the historical and expected dividend payouts as of the respecve award grant dates. The volality was based on our own historical stock price volality over the period commensurate with the expected life of the awards and the implied volality of a 180-day call opon on our own common stock measured at a speciﬁc date. The expected term was commensurate with the awards’ contractual terms. 78 Table of Contents Restricted Stock Unit Awards A summary of me- and market-based RSU acvity was as follows: Balance as of November 1, 2020 Granted Vested Forfeited Balance as of October 31, 2021 Granted Vested Forfeited Balance as of October 30, 2022 Granted Vested Forfeited Balance as of October 29, 2023 Number of RSUs Outstanding Weighted-Average Grant Date Fair Value Per Share (In millions, except per share data) 32 $ 2 $ (8) $ (3) $ 23 $ 3 $ (7) $ (1) $ 18 $ 12 $ (7) $ (1) $ 22 $ 188.35 408.69 214.15 189.84 200.38 527.69 225.52 242.82 238.49 519.78 262.48 307.91 389.21 The aggregate fair value of me- and market-based RSUs that vested in ﬁscal years 2023, 2022 and 2021 was $5,423 million, $4,207 million and $3,715 million, respecvely, which represented the market value of our common stock on the date that the RSUs vested. The number of RSUs vested included shares of common stock that we withheld for selement of employees’ tax obligaons due upon the vesng of RSUs. 11. Income Taxes The components of income before income taxes by U.S. and foreign jurisdicons were as follows: Domesc loss Foreign income Income before income taxes The components of the provision for income taxes were as follows: Current tax provision: Federal State Foreign Total Deferred tax provision (beneﬁt): Federal State Foreign Total Total provision for income taxes 79 2023 2023 Fiscal Year 2022 (In millions) 2021 (63) $ 15,160 15,097 $ (2,020) $ 14,454 12,434 $ (3,103) 9,868 6,765 Fiscal Year 2022 (In millions) 2021 952 $ 23 541 1,516 (499) (31) 29 (501) 1,015 $ 174 $ 48 762 984 68 (15) (98) (45) 939 $ 446 46 534 1,026 (876) (114) (7) (997) 29 $ $ $ $ Table of Contents The following is a reconciliaon of our eﬀecve tax rate to the statutory federal tax rate: Statutory tax rate State, net of federal beneﬁt Foreign income taxed at diﬀerent rates Deemed inclusion of foreign earnings Foreign-derived intangible income deducon Uncertain tax beneﬁts Excess tax beneﬁts from stock-based compensaon Research and development credit Other, net Eﬀecve tax rate on income before income taxes 2023 Fiscal Year 2022 2021 21.0 % — (17.3) 9.9 — (1.9) (3.4) (1.8) 0.2 6.7 % 21.0 % 0.2 (19.1) 8.0 — 1.6 (3.0) (1.4) 0.2 7.5 % 21.0 % (0.8) (22.8) 9.5 (3.1) 3.7 (4.6) (2.3) (0.2) 0.4 % The increase in provision for income taxes in ﬁscal year 2023 compared to ﬁscal year 2022 was primarily due to higher income before income taxes, parally oﬀset by an increase in the recognion of uncertain tax beneﬁts as a result of lapses of statutes of limitaons. The increase in provision for income taxes in ﬁscal year 2022 compared to ﬁscal year 2021 was primarily due to higher income before income taxes. We derive the eﬀecve tax rate beneﬁt aributed to foreign income taxed at diﬀerent rates primarily from our operaons in Singapore and Malaysia. Our tax incenves from the Singapore Economic Development Board provide that any qualifying income earned in Singapore is subject to tax incenves or reduced rates of Singapore income tax, subject to our compliance with the condions speciﬁed in these incenves and legislave developments. These Singapore tax incenves are expected to expire in November 2025. We have also obtained a tax holiday from our qualifying income earned in Malaysia, which is scheduled to expire in ﬁscal year 2028. The tax holiday that we negoated in Malaysia is also subject to our compliance with various operang and other condions. Before taking into consideraon the eﬀects of the U.S. Tax Cuts and Jobs Act and other indirect tax impacts, the eﬀect of these tax incenves and tax holiday decreased the provision for income taxes by approximately $2,104 million, $1,821 million and $1,156 million for ﬁscal years 2023, 2022 and 2021, respecvely. 80 Table of Contents Signiﬁcant components of our deferred tax assets and liabilies consisted of the following: October 29, 2023 October 30, 2022 (In millions) Deferred income tax assets: Net operang loss, credit and other carryforwards Capitalized research and development Deferred revenue Employee stock awards Depreciaon and amorzaon Other deferred income tax assets Gross deferred income tax assets Less: valuaon allowance Deferred income tax assets Deferred income tax liabilies: Depreciaon and amorzaon Unamorzed debt discount and issuance costs Foreign earnings not indeﬁnitely reinvested Other deferred income tax liabilies Deferred income tax liabilies $ 1,809 $ 275 208 190 223 329 3,034 (1,789) 1,245 97 302 86 62 547 Net deferred income tax assets $ 698 $ 1,808 — 645 183 156 343 3,135 (1,777) 1,358 341 322 86 36 785 573 The 2017 Tax Act amended Internal Revenue Code Secon 174 to require businesses to capitalize and amorze research and development expenses and became eﬀecve in our ﬁscal year 2023. In ﬁscal year 2023, we recorded a deferred tax asset of $275 million for capitalized research and development. We connue to indeﬁnitely reinvest $1,963 million of certain accumulated foreign earnings. The unrecognized deferred income tax liability related to these earnings is esmated to be $206 million. All other current and future earnings of all our foreign subsidiaries are not considered permanently reinvested. As of October 29, 2023, we had tax eﬀected U.S. state net operang loss (“NOL”) carryforwards of $136 million and foreign NOL carryforwards of $128 million. The state and foreign NOL carryforwards expire in various years beginning in ﬁscal years 2024 and 2025, respecvely. We had $1,462 million of state research and development tax credits which begin to expire in ﬁscal year 2024. We have provided a valuaon allowance on substanally all state tax credits and state and foreign net operang loss carryforwards as we do not expect them to be realized. 81 Table of Contents Uncertain Tax Posions The following table reconciles the beginning and ending balance of gross unrecognized tax beneﬁts: Beginning balance Lapses of statutes of limitaons Increases in balances related to tax posions taken during prior periods Decreases in balances related to tax posions taken during prior periods Increases in balances related to tax posions taken during current period Decreases in balances related to selements with taxing authories Ending balance 2023 Fiscal Year 2022 (In millions) 2021 $ $ 5,117 $ (634) 26 (13) 170 (11) 4,655 $ 5,030 $ (50) — (113) 288 (38) 5,117 $ 4,748 (58) 41 — 337 (38) 5,030 We recognize interest and penales related to unrecognized tax beneﬁts within the provision for income taxes. Accrued interest and penales were included within other long-term liabilies. During ﬁscal years 2023, 2022 and 2021, we recognized interest and penales of $22 million, $25 million and $46 million respecvely, within the provision for income taxes. As of October 29, 2023 and October 30, 2022, the combined amount of cumulave accrued interest and penales was approximately $389 million and $411 million, respecvely. As of October 29, 2023 and October 30, 2022, approximately $5,044 million and $5,528 million, respecvely, of the unrecognized tax beneﬁts and accrued interest and penales would, if recognized, beneﬁt our eﬀecve income tax rate. We are subject to U.S. income tax examinaon for ﬁscal years 2018 and later. Certain of our acquired companies are subject to tax examinaons in major jurisdicons outside of the U.S. for ﬁscal years 2008 and later. It is possible that our exisng unrecognized tax beneﬁts may change up to $499 million as a result of lapses of the statute of limitaons for certain audit periods and/or audit examinaons expected to be completed within the next 12 months. 12. Segment Informaon Reportable Segments We have two reportable segments: semiconductor soluons and infrastructure soware. Each segment has separate ﬁnancial informaon that is ulized on a regular basis by the CODM in determining how to allocate resources and evaluate performance. The reportable segments are determined based on several factors including, but not limited to, customer base, homogeneity of products, technology, delivery channels and similar economic characteriscs. Semiconductor soluons. We provide semiconductor soluons for managing the movement of data in data center, service provider, and enterprise networking applicaons. We provide a broad variety of radio frequency semiconductor devices, wireless connecvity soluons, custom touch controllers, and inducve charging soluons for mobile applicaons. We also provide semiconductor soluons for enabling the set-top box and broadband access markets and for enabling secure movement of digital data to and from host machines, such as servers, personal computers and storage systems, to the underlying storage devices, such as hard disk drives and solid state drives. We also provide a broad variety of products for the general industrial and automove markets. Our semiconductor soluons segment also includes our IP licensing. Infrastructure soware. We provide a porolio of soware soluons that enables customers to plan, develop, automate, manage and secure applicaons across mainframe, distributed, mobile and cloud plaorms. Our porolio of infrastructure and security soware is designed to modernize, opmize, and secure the most complex hybrid environments, enabling scalability, agility, automaon, insights, resiliency and security. We also oﬀer mission crical FC SAN products and related soware. Our CODM assesses the performance of each segment and allocates resources to each segment based on net revenue and operang results and does not evaluate each segment using discrete asset informaon. Operang results by segment include items that are directly aributable to each segment and also include shared expenses such as markeng, general and administrave acvies, facilies and informaon technology (“IT”) expenses. Shared expenses are primarily allocated based on revenue and headcount. 82 Table of Contents Unallocated Expenses Unallocated expenses include amorzaon of acquision-related intangible assets, stock-based compensaon expense, restructuring and other charges, acquision-related costs, and other costs, which are not used in evaluang the results of, or in allocang resources to, our segments. Acquision-related costs include transacon costs and any costs directly related to the acquision and integraon of acquired businesses. Depreciaon expense directly aributable to each reportable segment is included in the operang results of each segment. However, the CODM does not evaluate depreciaon expense by operang segment and, therefore, it is not separately presented. There was no inter-segment revenue for any of the periods presented. The accounng policies of the segments are the same as those described in the summary of signiﬁcant accounng policies. Net revenue: Semiconductor soluons Infrastructure soware Total net revenue Operang income: Semiconductor soluons Infrastructure soware Unallocated expenses Total operang income Geographic Informaon 2023 Fiscal Year 2022 (In millions) 2021 $ $ $ $ 28,182 $ 7,637 35,819 $ 16,486 $ 5,639 (5,918) 16,207 $ 25,818 $ 7,385 33,203 $ 15,075 $ 5,219 (6,069) 14,225 $ 20,383 7,067 27,450 10,976 4,936 (7,393) 8,519 Net revenue by country is based primarily on the geographic shipment or delivery locaon as speciﬁed by the distributors, OEMs, contract manufacturers, channel partners, or soware customers who purchased our products or services. For the majority of our products, tle and control transfer to our customers in Penang, Malaysia. The products are then transported to the customer speciﬁc locaons. Net revenue from the United States for ﬁscal years 2023, 2022 and 2021 was $6,975 million, $5,915 million and $5,285 million, respecvely. Net revenue from China (including Hong Kong) for ﬁscal years 2023, 2022 and 2021 was $11,533 million, $11,637 million and $9,752 million, respecvely. Net revenue from Singapore for ﬁscal years 2023, 2022 and 2021 was $4,479 million, $4,003 million and $2,754 million, respecvely. Net revenue from other foreign countries for ﬁscal years 2023, 2022 and 2021 was $12,832 million, $11,648 million and $9,659 million, respecvely. These geographic delivery locaons are not necessarily indicave of the geographic locaon of our end customers or the country in which our end customers sell devices containing our products. For example, we believe a substanal poron of our products shipped or delivered to China (including Hong Kong) is included in devices sold by our end customers in the United States and Europe. 83 Table of Contents Long-lived assets include property, plant and equipment and are based on the physical locaon of the assets. Long-lived assets: United States Taiwan Other Total long-lived assets Signiﬁcant Customer Informaon October 29, 2023 October 30, 2022 (In millions) $ $ 1,371 $ 341 442 2,154 $ 1,441 318 464 2,223 We sell our products through our direct sales force and a select network of distributors and channel partners globally. One customer accounted for 21% of our net accounts receivable balance as of October 29, 2023. Two customers accounted for 15% and 11% of our net accounts receivable balance as of October 30, 2022. During ﬁscal years 2023, 2022 and 2021, one customer accounted for 21%, 20% and 18% of our net revenue, respecvely. Revenue from this customer was included in our semiconductor soluons segment. 13. Commitments and Conngencies Commitments The following table summarizes contractual obligaons and commitments as of October 29, 2023: Fiscal Year: 2024 2025 2026 2027 2028 Thereaer Total Purchase Commitments Other Contractual Commitments $ $ (In millions) 254 $ 168 11 7 7 — 447 $ 328 269 278 219 176 341 1,611 Purchase Commitments. Represent uncondional purchase obligaons to purchase goods or services, primarily inventory, that are enforceable and legally binding on us and specify all signiﬁcant terms, including ﬁxed or minimum quanes to be purchased, price provisions, and the approximate ming of the transacon. Purchase obligaons exclude agreements that are cancelable without penalty and uncondional purchase obligaons with a remaining term of one year or less. Other Contractual Commitments. Represent amounts payable pursuant to agreements related to IT and other service agreements. Due to the inherent uncertainty with respect to the ming of future cash oulows associated with our unrecognized tax beneﬁts at October 29, 2023, we are unable to reliably esmate the ming of cash selement with the respecve taxing authories. Therefore, $2,792 million of unrecognized tax beneﬁts and accrued interest and penales as of October 29, 2023 have been excluded from the table above. Conngencies From me to me, we are involved in ligaon that we believe is of the type common to companies engaged in our lines of business, including commercial disputes, employment issues, tax disputes and disputes involving claims by third pares that our acvies infringe their patent, copyright, trademark or other IP rights, as well as regulatory invesgaons or inquiries. Legal proceedings and regulatory invesgaons or inquiries are oen complex, may require the expenditure of signiﬁcant funds and other resources, and the outcomes of such proceedings are inherently uncertain, with material adverse outcomes possible. IP property claims generally involve the demand by a third-party that we cease the manufacture, use or sale of the allegedly infringing products, processes or technologies and/or pay substanal damages or royales for past, present and future use of the allegedly infringing IP. Claims that our products or processes infringe or misappropriate any 84 Table of Contents third-party IP rights (including claims arising through our contractual indemniﬁcaon of our customers) oen involve highly complex, technical issues, the outcome of which is inherently uncertain. Moreover, from me to me, we pursue ligaon to assert our IP rights. Regardless of the merit or resoluon of any such ligaon, complex IP ligaon is generally costly and diverts the eﬀorts and aenon of our management and technical personnel. Lawsuits Relang to California Instute of Technology California Instute of Technology ("Caltech") ﬁled a complaint against Broadcom and Apple Inc. on May 26, 2016 in the United States District Court for the Central District of California (the “U.S. Central District Court”), and an amended complaint adding Cypress Semiconductor Corporaon as a defendant on August 15, 2016. The amended complaint alleged that chips that support certain error correcon codes as speciﬁed in IEEE Standards 802.11n and 802.11ac willfully infringed four patents related to error correcon coding: U.S. Patent Nos. 7,116,710; 7,421,032; 7,916,781; and 8,284,833 (“’833 patent”). Prior to trial, Caltech dismissed its claims against Cypress and withdrew its infringement allegaons as to ‘833 patent. The complaint sought a preliminary and permanent injuncon, damages, pre- and post-judgment interest, as well as aorneys’ fees, costs, and expenses. The trial was held in January 2020, and on January 29, 2020, the jury issued its verdict ﬁnding infringement and awarding Caltech past damages of $270.2 million from Broadcom and $837.8 million from Apple, for which Apple is seeking indemniﬁcaon from Broadcom. On August 3, 2020, the U.S. Central District Court issued its judgment, awarding Caltech past damages in the amounts awarded by the jury, as well as pre- and post-judgment interest. Addionally, the U.S. Central District Court awarded Caltech an unspeciﬁed amount of ongoing royales to be determined aer the ancipated appeals process is resolved. Neither the jury nor the U.S. Central District Court found willful infringement, which if it had, could have resulted in enhanced damages up to three mes the amount awarded. Broadcom and Apple appealed to the United States Court of Appeals for the Federal Circuit (the “Federal Circuit Court”). In February 2022, the Federal Circuit Court aﬃrmed infringement of two patents, both of which expired in August 2020, but it did not address all issues and ordered a new trial on damages and on the infringement of the 7,916,781 patent, which also expired in August 2020. In May 2022, the Federal Circuit Court denied the peon for rehearing ﬁled by Broadcom and Apple, and remanded the case to the U.S. Central District Court. Subsequently, Caltech withdrew its infringement allegaons as to the 7,916,781 patent. In September 2023, we entered into a selement and patent license agreement with Caltech pursuant to which we agreed to pay an aggregate of $160 million over ﬁve years and the case was dismissed with prejudice. Other Maers In addion to the maers discussed above, we are currently engaged in a number of legal acons in the ordinary course of our business. Conngency Assessment We do not believe, based on currently available facts and circumstances, that the ﬁnal outcome of any pending legal proceedings or ongoing regulatory invesgaons, taken individually or as a whole, will have a material adverse eﬀect on our consolidated ﬁnancial statements. However, lawsuits may involve complex quesons of fact and law and may require the expenditure of signiﬁcant funds and other resources to defend. The results of ligaon or regulatory invesgaons are inherently uncertain, and material adverse outcomes are possible. From me to me, we may enter into conﬁdenal discussions regarding the potenal selement of such lawsuits. Any selement of pending ligaon could require us to incur substanal costs and other ongoing expenses, such as future royalty payments in the case of an IP dispute. During the periods presented, no material amounts have been accrued or disclosed in the accompanying consolidated ﬁnancial statements with respect to loss conngencies associated with any other legal proceedings or regulatory invesgaons, as potenal losses for such maers are not considered probable and ranges of losses are not reasonably esmable. These maers are subject to many uncertaines and the ulmate outcomes are not predictable. There can be no assurances that the actual amounts required to sasfy any liabilies arising from the maers described above will not have a material adverse eﬀect on our consolidated ﬁnancial statements. Other Indemniﬁcaons As is customary in our industry and as provided for in local law in the U.S. and other jurisdicons, many of our standard contracts provide remedies to our customers and others with whom we enter into contracts, such as defense, selement, or payment of judgment for IP claims related to the use of our products. From me to me, we indemnify customers, as well as our suppliers, contractors, lessors, lessees, companies that purchase our businesses or assets and others with whom we enter into contracts, against combinaons of loss, expense, or liability arising from various triggering events related to the sale and the use of our products, the use of their goods and services, the use of facilies and state of our owned facilies, the state of the assets and businesses that we sell and other maers covered by such contracts, usually up to a speciﬁed maximum amount. In addion, from me to me we also provide protecon to these pares against claims related to undiscovered liabilies, addional product liabilies or environmental obligaons. In our experience, claims made under such indemniﬁcaons are rare and the associated esmated fair value of the liability is not material. 85 Table of Contents 14. Restructuring and Other Charges Restructuring Charges From me to me, we iniate cost reducon acvies to integrate acquired businesses, align our workforce with strategic business acvies, or improve eﬃciencies in our operaons. We recognized charges of $36 million, $55 million and $149 million during ﬁscal years 2023, 2022 and 2021, respecvely. These charges were primarily recognized in operang expenses. The following table summarizes the signiﬁcant acvies within, and components of, the restructuring liabilies: Balance as of November 1, 2020 Restructuring charges Ulizaon Balance as of October 31, 2021 Restructuring charges Ulizaon Balance as of October 30, 2022 Restructuring charges Ulizaon Balance as of October 29, 2023 Employee Terminaon Costs Other Exit Costs Total (In millions) $ $ 34 $ 100 (130) 4 24 (24) 4 20 (22) 2 $ — $ 13 (13) — 6 (4) 2 9 (11) — $ 34 113 (143) 4 30 (28) 6 29 (33) 2 Restructuring charges in our consolidated statement of operaons for the ﬁscal years 2023, 2022 and 2021 included $7 million, $25 million and $36 million respecvely, for the write-down of certain lease-related ROU assets and other lease-related charges. As of each October 29, 2023 and October 30, 2022, short- term and long-term lease liabilies included $44 million and $52 million of liabilies related to restructuring acvies. Other Charges During ﬁscal year 2023, other charges included $204 million of non-recurring charges related to IP ligaon and $8 million of impairment and disposal charges primarily related to property, plant and equipment. During ﬁscal years 2022 and 2021, other charges included impairment and disposal charges of $7 million and $16 million, respecvely, primarily related to leasehold improvements. 15. Subsequent Events Acquision of VMware, Inc. On November 22, 2023, we completed the acquision of VMware in a cash-and-stock transacon (the “VMware Merger”). Pursuant to the Agreement and Plan of Merger, each share of VMware common stock issued and outstanding immediately prior to the eﬀecve me of the VMware Merger was indirectly converted into the right to receive, at the elecon of the holder of such share of VMware common stock, either $142.50 in cash, without interest, or 0.2520 shares of Broadcom common stock. The stockholder elecon was prorated, such that the total number of shares of VMware common stock entled to receive cash and the total number of shares of VMware common stock entled to receive Broadcom common stock, in each case, was equal to 50% of the aggregate number of shares of VMware common stock issued and outstanding. Based on the VMware stockholders’ elecons, the VMware stockholders received approximately $30.8 billion in cash and 54.4 million shares of Broadcom common stock in aggregate. We assumed all outstanding VMware RSU awards and performance stock unit awards held by connuing employees. The assumed awards were converted into approximately 5 million Broadcom RSU awards. All outstanding in-the-money VMware stock opons and RSU awards held by non-employee directors were accelerated and converted into the right to receive cash and shares of Broadcom common stock, in equal parts. VMware was a leading provider of mul-cloud services for all applicaons, enabling digital innovaon with enterprise control. We acquired VMware to enhance our infrastructure soware capabilies. 86 Table of Contents Preliminary Purchase Consideraon Fair value of Broadcom common stock issued for outstanding VMware common stock Cash paid for outstanding VMware common stock Cash paid by Broadcom to rere VMware’s term loan Fair value of parally vested assumed equity awards Fair value of Broadcom common stock issued for accelerated VMware equity awards Cash paid for accelerated VMware equity awards Eﬀecve selement of pre-exisng relaonships Total purchase consideraon Less: cash acquired Total purchase consideraon, net of cash acquired (In millions) 53,3 30,7 1,2 8 86,2 6,6 79,6 $ $ We funded the cash poron of the VMware Merger with the net proceeds from the issuance of the 2023 Term Loans, as discussed in further detail below, as well as cash on hand. We assumed $8,250 million of VMware’s outstanding senior unsecured notes. We are currently evaluang the purchase price allocaon following the consummaon of the VMware Merger. It is not praccable to disclose the preliminary purchase price allocaon or unaudited pro forma combined ﬁnancial informaon for this transacon, given the short period of me between the acquision date and the issuance of these consolidated ﬁnancial statements. 2023 Term Loans On August 15, 2023, we entered into a credit agreement (the “2023 Credit Agreement”), which provided us with the ability to borrow term loans in connecon with the VMware Merger. In connecon with entering into the 2023 Credit Agreement, we terminated the commitment leer for a senior unsecured bridge facility in an aggregate principal amount of $32 billion that we entered into on May 26, 2022. Upon compleon of the VMware Merger, we entered an $11,195 million unsecured term A-2 facility (the "Term A-2 Loan”), an $11,195 million unsecured term A-3 facility (the “Term A-3 Loan”), and an $8,000 million unsecured term A-5 facility (the “Term A-5 Loan”, collecvely, the “2023 Term Loans”). The term loans under the Term A-2 Loan, Term A-3 Loan and Term A-5 Loan bear interest at ﬂoang interest rates and will mature and be payable on the second, third or ﬁh anniversary, respecvely, of the date of the VMware Merger. Our obligaons under the 2023 Credit Agreement are unsecured and are not guaranteed by any of our subsidiaries. Cash Dividends Declared On December 5, 2023, our Board of Directors declared a quarterly cash dividend of $5.25 per share on our common stock, payable on December 29, 2023 to stockholders of record on December 20, 2023. 87 Table of Contents Accounts receivable allowances: (a) Distributor credit allowances Fiscal year ended October 29, 2023 Fiscal year ended October 30, 2022 Fiscal year ended October 31, 2021 Other accounts receivable allowances Fiscal year ended October 29, 2023 Fiscal year ended October 30, 2022 Fiscal year ended October 31, 2021 (b) Income tax valuaon allowances: Fiscal year ended October 29, 2023 Fiscal year ended October 30, 2022 Fiscal year ended October 31, 2021 ________________________________ Schedule II — Valuaon and Qualifying Accounts Balance at Beginning of Period Addions to Allowances Charges Ulized/ Write-oﬀs Balance at End of Period (In millions) 502 $ 484 $ 756 $ 5 $ 10 $ 14 $ 117 $ 118 $ 121 $ (494) $ (487) $ (777) $ (2) $ (11) $ (40) $ 133 125 128 4 1 2 (105) $ (123) $ (46) $ 1,789 1,777 1,782 $ $ $ $ $ $ $ $ $ 125 $ 128 $ 149 $ 1 $ 2 $ 28 $ 1,777 $ 1,782 $ 1,707 $ (a) Distributor credit allowances relate to price adjustments and other allowances. (b) Other accounts receivable allowances primarily include sales returns and allowance for doubul accounts. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. ITEM 9A. CONTROLS AND PROCEDURES Evaluaon of Disclosure Controls and Procedures Our management, with the parcipaon of our Chief Execuve Oﬃcer (“CEO”) and Chief Financial Oﬃcer (“CFO”), evaluated the eﬀecveness of our disclosure controls and procedures as of October 29, 2023. The term “disclosure controls and procedures,” as deﬁned in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that informaon required to be disclosed by a company in the reports that it ﬁles or submits under the Exchange Act is recorded, processed, summarized and reported within the me periods speciﬁed in the SEC’s rules and forms. Disclosure controls and procedures include, without limitaon, controls and procedures designed to ensure that informaon required to be disclosed by a company in the reports that it ﬁles or submits under the Exchange Act is accumulated and communicated to our management, including its principal execuve and principal ﬁnancial oﬃcers, as appropriate to allow mely decisions regarding required disclosure. Management recognizes that any controls and procedures, no maer how well designed and operated, can provide only reasonable assurance of achieving their objecves and management necessarily applies its judgment in evaluang the cost-beneﬁt relaonship of possible controls and procedures. Based on the evaluaon of our disclosure controls and procedures as of October 29, 2023, our CEO and CFO concluded that, as of such date, our disclosure controls and procedures were eﬀecve at the reasonable assurance level. 88 Table of Contents Management’s Report on Internal Control Over Financial Reporng Our management is responsible for establishing and maintaining adequate internal control over ﬁnancial reporng. Internal control over ﬁnancial reporng is deﬁned in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal execuve and principal ﬁnancial oﬃcers and eﬀected by the Board, management and other personnel, to provide reasonable assurance regarding the reliability of ﬁnancial reporng and the preparaon of ﬁnancial statements for external purposes in accordance with GAAP and includes those policies and procedures that: • • • pertain to the maintenance of records that in reasonable detail accurately and fairly reﬂect the transacons and disposions of the assets; provide reasonable assurance that transacons are recorded as necessary to permit preparaon of ﬁnancial statements in accordance with GAAP, and that receipts and expenditures of us are being made only in accordance with authorizaons of management and directors; and provide reasonable assurance regarding prevenon or mely detecon of unauthorized acquision, use or disposion of our assets that could have a material eﬀect on the ﬁnancial statements. Because of its inherent limitaons, internal control over ﬁnancial reporng may not prevent or detect misstatements. Projecons of any evaluaon of eﬀecveness to future periods are subject to the risk that controls may become inadequate because of changes in condions, or that the degree of compliance with the policies or procedures may deteriorate. Our management assessed the eﬀecveness of our internal control over ﬁnancial reporng as of October 29, 2023. In making this assessment, our management used the criteria set forth by the Commiee of Sponsoring Organizaons of the Treadway Commission in Internal Control-Integrated Framework (2013). Based on this assessment, our management concluded that, as of October 29, 2023, our internal control over ﬁnancial reporng is eﬀecve based on those criteria. The eﬀecveness of our internal control over ﬁnancial reporng as of October 29, 2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounng ﬁrm, as stated in their report which is included in Part II, Item 8. of this Annual Report on Form 10-K. Changes in Internal Control over Financial Reporng No change in our internal control over ﬁnancial reporng (as deﬁned in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fourth quarter ended October 29, 2023 that has materially aﬀected, or is reasonably likely to materially aﬀect, our internal control over ﬁnancial reporng. ITEM 9B. OTHER INFORMATION None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 89 Table of Contents ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE PART III The informaon required by Item 10 is incorporated herein by reference from secons entled “Board of Directors,” “Corporate Governance” and “Proposal 1 — Elecon of Directors” in our deﬁnive Proxy Statement for our 2024 Annual Meeng of Stockholders. Our execuve oﬃcers are listed at the end of Item 1 of this Annual Report on Form 10-K. ITEM 11. EXECUTIVE COMPENSATION The informaon required by Item 11 is incorporated herein by reference from secons entled “Board of Directors — Director Compensaon,” “Board of Directors — Board Commiees — Compensaon Commiee — Compensaon Commiee Interlocks and Insider Parcipaon,” “Compensaon Discussion and Analysis,” “Compensaon Commiee Report,” “Execuve Compensaon,” “CEO Pay Rao” and “Pay versus Performance” in our deﬁnive Proxy Statement for our 2024 Annual Meeng of Stockholders. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The informaon required by Item 12 is incorporated herein by reference from secons entled “Stockholder Informaon — Security Ownership of Certain Beneﬁcial Owners, Directors and Execuve Oﬃcers” and “Equity Compensaon Plan Informaon” in our deﬁnive Proxy Statement for our 2024 Annual Meeng of Stockholders. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The informaon required by Item 13 is incorporated herein by reference from secons entled “Board of Directors” and “Certain Relaonships and Related Party Transacons” in our deﬁnive Proxy Statement for our 2024 Annual Meeng of Stockholders. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The informaon required by Item 14 is incorporated herein by reference from the secon entled “Proposal 2 — Raﬁcaon of Appointment of Independent Registered Public Accounng Firm” in our deﬁnive Proxy Statement for our 2024 Annual Meeng of Stockholders. 90 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following are ﬁled as part of this Annual Report on Form 10-K: 1. Financial Statements The following consolidated ﬁnancial statements are included in Item 8 of this Annual Report on Form 10-K: Reports of Independent Registered Public Accounng Firm Consolidated Balance Sheets Consolidated Statements of Operaons Consolidated Statements of Comprehensive Income Consolidated Statements of Cash Flows Consolidated Statements of Stockholders’ Equity Notes to Consolidated Financial Statements 2. Financial Statement Schedules Page 49 50 51 52 53 54 55 The ﬁnancial statement schedule of the Registrant and its subsidiaries for ﬁscal years 2023, 2022 and 2021 required by Item 15(a) (Schedule II, Valuaon and Qualifying Accounts) is included in Item 8 of this Annual Report on Form 10-K: Schedule II - Valuaon and Qualifying Accounts Page 88 Schedules not ﬁled have been omied because they are not applicable, are not required or the informaon required to be set forth therein is included in the ﬁnancial statements or notes thereto. 3. Exhibits The documents set forth below are ﬁled herewith or incorporated by reference to the locaon indicated. Exhibit Number 2.1 3.1 3.2 3.3 4.1 4.2 Descripon Agreement and Plan of Merger, dated as of May 26, 2022, by and among Broadcom Inc., VMware, Inc., Verona Holdco, Inc., Verona Merger Sub, Inc., Barcelona Merger Sub 2, Inc. and Barcelona Merger Sub 3, LLC. Amended and Restated Cerﬁcate of Incorporaon. Cerﬁcate of Designaon of the 8.00% Mandatory Converble Preferred Stock, Series A. Amended and Restated Bylaws. Form of Common Stock Cerﬁcate. Descripon of Common Stock. Form Broadcom Inc. Current Report on Form 8-K Incorporated by Reference File No. 001-38449 Exhibit 2.1 Filing Date 05-26-2022 Filed Herewith Broadcom Inc. Current Report on Form 8-K12B Broadcom Inc. Current Report on Form 8-K Broadcom Inc. Current Report on Form 8-K12B Broadcom Inc. Quarterly Report on Form 10-Q Broadcom Inc. Annual Report on Form 10-K 001-38449 001-38449 001-38449 001-38449 001-38449 3.1 3.1 3.2 4.1 4.3 04-04-2018 09-30-2019 04-04-2018 06-14-2018 12-20-2019 91 Table of Contents Exhibit Number 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11 4.12 4.13 4.14 4.15 4.16 4.17 Descripon Indenture, dated as of January 19, 2017, by and among the Broadcom Corporaon and Broadcom Cayman Finance Limited (the “Co-Issuers”), the guarantors and Wilmington Trust, Naonal Associaon, as trustee. Supplement Indenture to the January 2017 Indenture, dated as of April 9, 2018. Second Supplement Indenture to the January 2017 Indenture, dated as of January 25, 2019. Form of 3.625% Senior Notes due 2024 (included in Exhibit 4.5). Form of 3.875% Senior Notes due 2027 (included in Exhibit 4.5). Indenture, dated as of October 17, 2017, by and among the Co-Issuers, the guarantors and Wilmington Trust, Naonal Associaon, as trustee. Supplemental Indenture to October 2017 Indenture, dated as of April 9, 2018. Second Supplemental Indenture to October 2017 Indenture, dates as of January 25, 2019. Form of 2.650% Senior Notes due 2023 (included in Exhibit 4.11). Form of 3.125% Senior Notes due 2025 (included in Exhibit 4.11). Form of 3.500% Senior Notes due 2028 (included in Exhibit 4.11). Indenture, dated as of April 5, 2019, by and among the Company, as Issuer, Broadcom Technologies Inc., Broadcom Corporaon and Broadcom Cayman Finance Limited (the “2019 Guarantors”), and Wilmington Trust, Naonal Associaon, as trustee. Form of 3.625% Senior Notes due 2024 (included in Exhibit 4.17). Form of 4.750% Senior Notes due 2029 (included in Exhibit 4.17). Indenture, dated as of April 9, 2020, by and among the Company, as Issuer, Broadcom Technologies Inc. and Broadcom Corporaon (the “2020 Guarantors”), and Wilmington Trust, Naonal Associaon, as trustee. Incorporated by Reference Form Broadcom Limited Current Report on Form 8-K File No. 001-37690 Exhibit 4.1 Filing Date 01-20-2017 Filed Herewith 4.1 4.1 4.1 4.1 4.1 4.2 4.2 4.1 4.1 4.1 4.1 4.1 4.1 4.1 04-09-2018 01-25-2019 01-20-2017 01-20-2017 10-17-2017 04-09-2018 01-25-2019 10-17-2017 10-17-2017 10-17-2017 04-05-2019 04-05-2019 04-05-2019 04-09-2020 Broadcom Inc. Current Report on Form 8-K Broadcom Inc. Current Report on Form 8-K Broadcom Limited Current Report on Form 8-K Broadcom Limited Current Report on Form 8-K Broadcom Limited Current Report on Form 8-K Broadcom Inc. Current Report on Form 8-K Broadcom Inc. Current Report on Form 8-K Broadcom Limited Current Report on Form 8-K Broadcom Limited Current Report on Form 8-K Broadcom Limited Current Report on Form 8-K Broadcom Inc. Current Report on Form 8-K 001-38449 001-38449 001-37690 001-37690 001-37690 001-38449 001-38449 001-37690 001-37690 001-37690 001-38449 Broadcom Inc. Current Report on Form 8-K Broadcom Inc. Current Report on Form 8-K Broadcom Inc. Current Report on Form 8-K 001-38449 001-38449 001-38449 92 Table of Contents Incorporated by Reference Exhibit Number 4.18 4.19 4.20 4.21 4.22 4.23 4.24 4.25 4.26 4.27 4.28 4.29 4.30 4.31 4.32 Descripon Form of 5.000% Senior Notes due 2030 (included in Exhibit 4.21). Indenture, dated as of May 8, 2020, by and among the Company, as Issuer, the 2020 Guarantors, and Wilmington Trust, Naonal Associaon, as trustee. Form of 2.250% Senior Notes due 2023 (included in Exhibit 4.24). Form of 3.150% Senior Notes due 2025 (included in Exhibit 4.24). Form of 4.150% Senior Notes due 2030 (included in Exhibit 4.24). Form of 4.300% Senior Notes due 2032 (included in Exhibit 4.24). Indenture, dated as of May 21, 2020, by and among the Company, the 2020 Guarantors and Wilmington Trust, Naonal Associaon, as trustee. Form of 3.459% Senior Notes due 2026 (included in Exhibit 4.29). Form of 4.110% Senior Notes due 2028 (included in Exhibit 4.29). Indenture, dated as of January 19, 2021, by and among the Company, the 2020 Guarantors and Wilmington Trust, Naonal Associaon, as Trustee. Form of 1.950% Senior Notes due 2028 (included in Exhibit 4.32). Form of 2.450% Senior Notes due 2031 (included in Exhibit 4.32). Form of 2.600% Senior Notes due 2033 (included in Exhibit 4.32). Form of 3.500% Senior Notes due 2041 (included in Exhibit 4.32). Form of 3.750% Senior Notes due 2051 (included in Exhibit 4.32). Form Broadcom Inc. Current Report on Form 8-K Broadcom Inc. Current Report on Form 8-K Broadcom Inc. Current Report on Form 8-K Broadcom Inc. Current Report on Form 8-K Broadcom Inc. Current Report on Form 8-K Broadcom Inc. Current Report on Form 8-K Broadcom Inc. Current Report on Form 8-K Broadcom Inc. Current Report on Form 8-K Broadcom Inc. Current Report on Form 8-K Broadcom Inc. Current Report on Form 8-K Broadcom Inc. Current Report on Form 8-K Broadcom Inc. Current Report on Form 8-K Broadcom Inc. Current Report on Form 8-K Broadcom Inc. Current Report on Form 8-K Broadcom Inc. Current Report on Form 8-K File No. 001-38449 001-38449 001-38449 001-38449 001-38449 001-38449 001-38449 001-38449 001-38449 001-38449 001-38449 001-38449 001-38449 001-38449 001-38449 93 Exhibit 4.1 Filing Date 04-09-2020 Filed Herewith 4.1 4.1 4.1 4.1 4.1 4.1 4.1 4.1 4.1 4.1 4.1 4.1 4.1 4.1 05-08-2020 05-08-2020 05-08-2020 05-08-2020 05-08-2020 05-21-2020 05-21-2020 05-21-2020 01-19-2021 01-19-2021 01-19-2021 01-19-2021 01-19-2021 01-19-2021 Table of Contents Exhibit Number 4.33 4.34 4.35 4.36 4.37 4.38 4.39 4.40 4.41 4.42 4.43 4.44 Descripon Registraon Rights Agreement, dated as of January 19, 2021, by and among the Company, the 2020 Guarantors and Morgan Stanley & Co. LLC, BNP Paribas Securies Corp., RBC Capital Markets, LLC, SMBC Nikko Securies America, Inc., and Truist Securies, Inc., as representaves of the several inial purchasers of the January 2021 Senior Notes. Indenture, dated as of March 31, 2021, by and between the Company and Wilmington Trust, Naonal Associaon, as Trustee. Form of 3.419% Senior Notes due 2033 (included in Exhibit 4.39). Form of 3.469% Senior Notes due 2034 (included in Exhibit 4.39). Registraon Rights Agreement, dated as of March 31, 2021, by and among the Company and BofA Securies, Inc. and HSBC Securies (USA) Inc., as dealer-managers in connecon with the March 2021 Exchange Oﬀer. Indenture, dated as of September 30, 2021, by and between the Company and Wilmington Trust, Naonal Associaon, as Trustee. Form of 3.137% Senior Notes due 2035 (included in Exhibit 4.43). Form of 3.187% Senior Notes due 2036 (included in Exhibit 4.43). Registraon Rights Agreement, dated as of September 30, 2021, by and among the Company and BNP Paribas Securies Corp., J.P. Morgan Securies LLC and TD Securies (USA) LLC, as dealer-mangers in connecon with the September 2021 exchange oﬀer. Indenture, dated April 14, 2022, between the Company and Wilmington Trust, Naonal Associaon, as trustee. Form of 4.00% Senior Notes due 2029 (included in Exhibit 4.47). Form of 4.15% Senior Notes due 2032 (included in Exhibit 4.47). Incorporated by Reference Form Broadcom Inc. Current Report on Form 8-K File No. 001-38449 Exhibit 4.7 Filing Date 01-19-2021 Filed Herewith Broadcom Inc. Current Report on Form 8-K 001-38449 Broadcom Inc. Current Report on Form 8-K Broadcom Inc. Current Report on Form 8-K Broadcom Inc. Current Report on Form 8-K 001-38449 001-38449 001-38449 Broadcom Inc. Current Report on Form 8-K 001-38449 Broadcom Inc. Current Report on Form 8-K Broadcom Inc. Current Report on Form 8-K Broadcom Inc. Current Report on Form 8-K 001-38449 001-38449 001-38449 Broadcom Inc. Current Report on Form 8-K 001-38449 Broadcom Inc. Current Report on Form 8-K Broadcom Inc. Current Report on Form 8-K 001-38449 001-38449 94 4.1 4.1 4.1 4.4 4.1 4.1 4.1 4.4 4.1 4.1 4.1 03-31-2021 03-31-2021 03-31-2021 03-31-2021 09-30-2021 09-30-2021 09-30-2021 09-30-2021 04-15-2022 04-15-2022 04-15-2022 Table of Contents Exhibit Number 4.45 4.46 4.47 4.48 10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 Descripon Registraon Rights Agreement, dated as of April 14, 2022, between the Company and BofA Securies, Inc., HSBC Securies (USA) Inc., and RBC Capital Markets, LLC, as representaves of the several inial purchasers of the April 2022 Senior Notes. Indenture, dated April 18, 2022, between the Company and Wilmington Trust, Naonal Associaon, as trustee. Form of 4.926% Senior Notes due 2037 (included in Exhibit 4.51). Registraon Rights Agreement, dated April 18, 2022, between the Company and Barclays Capital Inc., BBVA Securies Inc., BNP Paribas Securies Corp. and J.P. Morgan Securies LLC, as dealer- managers in connecon with the April 2022 Exchange Oﬀer. Form of Indemniﬁcaon and Advancement Agreement (eﬀecve April 4, 2018). Credit Agreement, dated as of May 7, 2019, among Broadcom Inc., the lenders and other pares party thereto, and Bank of America, N.A., as Administrave Agent. Credit Agreement, dated as of November 4, 2019, among Broadcom Inc., the lenders and other pares party thereto, and Bank of America, N.A., as Administrave Agent. Credit Agreement, dated as of January 19, 2021, among the Company, the lenders and other pares party thereto, and Bank of America, N.A., as Administrave Agent. Amendment No. 1, dated April 18, 2023, among Broadcom Inc., the lenders and other pares thereto, and Bank of America, N.A., as Administrave Agent, to the Credit Agreement, dated as of January 19, 2021. Credit Agreement, dated as of August 15, 2023, among Broadcom, the lenders and other pares party thereto, and Bank of America, N.A., as Administrave Agent. Lease Agreement dated August 10, 2017 between Five Point Oﬃce Venture I, LLC and Broadcom Corporaon. First Amendment to Lease Agreement by and between Five Point Oﬃce Venture 1, LLC and Broadcom Corporaon. Incorporated by Reference Form Broadcom Inc. Current Report on Form 8-K File No. 001-38449 Exhibit 4.4 Filing Date 04-15-2022 Filed Herewith Broadcom Inc. Current Report on Form 8-K 001-38449 Broadcom Inc. Current Report on Form 8-K Broadcom Inc. Current Report on Form 8-K 001-38449 001-38449 4.1 4.1 4.3 04-18-2022 04-18-2022 04-18-2022 Broadcom Inc. Current Report on Form 8-K12B Broadcom Inc. Current Report on Form 8-K 001-38449 001-38449 10.1 10.1 04-04-2018 05-07-2019 Broadcom Inc. Current Report on Form 8-K Broadcom Inc. Current Report on Form 8-K 001-38449 10.1 11-04-2019 001-38449 10.1 01-19-2021 Broadcom Inc. Quarterly Report on Form 10-Q 001-38449 10.1 06-07-2023 Broadcom Inc. Current Report on Form 8-K 001-38449 10.1 08-16-2023 Broadcom Limited Annual Report on Form 10-K Broadcom Inc. Annual Report on Form 10-K 001-37690 10.29 12-21-2017 001-38449 10.12 12-18-2020 95 Table of Contents Exhibit Number Descripon Form 10.9 + Selement and Patent License and Non-Assert Agreement by and between Qualcomm Incorporated and Broadcom Corporaon. 10.10 + Avago Technologies Limited 2009 Equity Incenve Award Plan. 10.11 + Broadcom Inc. Employee Stock Purchase Plan (as amended and restated on April 1, 2019). 10.12 + LSI Corporaon 2003 Equity Incenve Plan, as amended. 10.13 + Amendment to the LSI Corporaon 2003 Equity Incenve Plan (eﬀecve February 1, 2016). 10.14 + Amendment to the LSI Corporaon 2003 Equity Incenve Plan (eﬀecve April 4, 2018). 10.15 + Broadcom Inc. 2012 Stock Incenve Plan (as amended and restated on April 5, 2021). Form of Annual Bonus Plan for Execuve Employees. Form of Opon Agreement under Avago Technologies Limited 2009 Equity Incenve Plan. Form of Restricted Stock Unit Agreement (Sell to Cover) Under Avago Technologies Limited 2009 Equity Incenve Award Plan (eﬀecve December 5, 2017). Form of Agreement for Mul-Year Equity Award of Restricted Stock Unit Award under the Avago Technologies Limited 2009 Equity Incenve Award Plan). Form of Performance Share Unit Agreement (Relave TSR) under Avago Technologies Limited 2009 Equity Incenve Plan (eﬀecve March 13, 2018). Form of Agreement for Mul-Year Equity Award of Performance Stock Units under the Avago Technologies Limited 2009 Equity Incenve Award Plan). 10.16 + 10.17 + 10.18 + 10.19 + 10.20 + 10.21 + Incorporated by Reference File No. 000-23993 Exhibit 10.1 Filing Date 07-23-2009 Filed Herewith 333-153127 10.18 07-27-2009 001-38449 Appendix B-1 02-19-2019 333-195741 4.1 05-06-2014 001-37690 10.45 12-23-2016 001-38449 10.10 04-04-2018 001-38449 10.1 06-11-2021 001-37690 10.53 12-23-2016 333-153127 10.61 07-27-2009 001-37690 10.49 12-21-2017 Broadcom Corporaon Current Report on Form 8-K/A Avago Technologies Limited Amendment No. 5 to Registraon Statement on Form S-1 Broadcom Inc. Deﬁnive Proxy Statement on Schedule 14A Avago Technologies Limited Registraon Statement on Form S-8 Broadcom Limited Annual Report on Form 10-K Broadcom Inc. Current Report on Form 8-K12B Broadcom Inc. Quarterly Report on Form 10-Q Broadcom Limited Annual Report on Form 10-K Avago Technologies Limited Amendment No. 5 to Registraon Statement on Form S-1 Broadcom Limited Annual Report on Form 10-K Broadcom Inc. Current Report on Form 8-K 001-38449 10.1 12-06-2018 Broadcom Limited Quarterly Report on Form 10-Q Broadcom Inc. Current Report on Form 8-K 001-37690 10.2 03-15-2018 001-38449 10.2 12-06-2018 96 Table of Contents Exhibit Number 10.22 + 10.23 + 10.24 + 10.25 + 10.26 + 10.27 + 10.28 + Descripon Form of Restricted Stock Unit Award Agreement under LSI Corporaon 2003 Equity Incenve Plan, as amended (eﬀecve December 8, 2020). Form of Performance Stock Unit Agreement (Relave TSR) under LSI Corporaon 2003 Equity Incenve Plan, as amended (eﬀecve December 8, 2020). Form of Restricted Stock Unit Award Agreement under Broadcom Corporaon 2012 Stock Incenve Plan (eﬀecve December 5, 2017). Form of Restricted Stock Unit Award Agreement under Broadcom Inc. 2012 Stock Incenve Plan (eﬀecve April 5, 2021). Form of Performance Share Unit Agreement (Relave TSR) under Broadcom Corporaon 2012 Stock Incenve Plan (eﬀecve March 15, 2018). Form of Performance Stock Unit Award Agreement under the Broadcom Inc. 2012 Stock Incenve Plan (eﬀecve April 5, 2021). Form of Performance Stock Unit Award Agreement (Price Conngency) under Broadcom Inc. 2012 Stock Incenve Plan. 10.29 + Performance Stock Unit Award Agreement, dated April 5, 2021, between Broadcom Inc. and Hock E. Tan. 10.30 + Policy on Acceleraon of Execuve Staﬀ Equity Awards in the Event of Permanent Disability (as amended June 2, 2021). 10.31 + Policy on Acceleraon of Equity Awards in the Event of Death (as amended January 1, 2023). 10.32 + Amended and Restated Severance Beneﬁts Agreement, dated December 10, 2020, between Broadcom Inc. and Hock E. Tan. 10.33 + Amended and Restated Severance Beneﬁts Agreement, dated December 10, 2020, between Broadcom Inc. and Charlie B. Kawwas. Severance Beneﬁts Agreement, dated September 26, 2017, between Broadcom Limited and Mark Brazeal. Severance Beneﬁts Agreement, dated December 10, 2020, between Broadcom Inc. and Kirsten M. Spears. List of Subsidiaries. 10.34 + 10.35 + 21.1 Form Broadcom Inc. Annual Report on Form 10-K Broadcom Inc. Annual Report on Form 10-K Broadcom Limited Annual Report on Form 10-K Broadcom Inc. Quarterly Report on Form 10-Q Broadcom Limited Quarterly Report on Form 10-Q Broadcom Inc. Quarterly Report on Form 10-Q Broadcom Inc. Current Report on Form 8-K Broadcom Inc. Quarterly Report on Form 10-Q Broadcom Inc. Current Report on Form 8-K Incorporated by Reference File No. 001-38449 Exhibit 10.51 Filing Date 12-18-2020 Filed Herewith 001-38449 10.52 12-18-2020 001-37690 10.61 12-21-2017 001-38449 10.3 06-11-2021 001-37690 10.5 03-15-2018 001-38449 10.4 06-11-2021 001-38449 10.1 11-02-2022 001-38449 10.2 06-11-2021 001-38449 10.1 06-03-2021 Broadcom Inc. Quarterly Report on Form 10-Q Broadcom Inc. Current Report on Form 8-K 001-38449 001-38449 10.2 10.1 09-06-2023 12-10-2020 Broadcom Inc. Current Report on Form 8-K Broadcom Inc. Quarterly Report on Form 10-Q Broadcom Inc. Current Report on Form 8-K 001-38449 10.2 12-10-2020 001-38449 10.18 06-16-2018 001-38449 10.5 12-10-2020 X 97 Table of Contents Exhibit Number 23.1 24.1 31.1 31.2 32.1 32.2 97.1 101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE 104 Descripon Form File No. Exhibit Filing Date Incorporated by Reference Consent of PricewaterhouseCoopers LLP, independent registered public accounng ﬁrm. Power of Aorney (see signature page to this Form 10-K). Cerﬁcaon of Principal Execuve Oﬃcer of Broadcom Inc. Pursuant to Rule 13a-14 of the Securies Exchange Act of 1934, as Adopted Pursuant to Secon 302 of the Sarbanes-Oxley Act of 2002. Cerﬁcaon of Principal Financial Oﬃcer of Broadcom Inc. Pursuant to Rule 13a-14 of the Securies Exchange Act of 1934, as Adopted Pursuant to Secon 302 of the Sarbanes-Oxley Act of 2002. Cerﬁcaon of Principal Execuve Oﬃcer of Broadcom Inc. Pursuant to 18 U.S.C. Secon 1350, as Adopted Pursuant to Secon 906 of the Sarbanes-Oxley Act of 2002. Cerﬁcaon of Principal Financial Oﬃcer of Broadcom Inc. Pursuant to 18 U.S.C. Secon 1350, as Adopted Pursuant to Secon 906 of the Sarbanes-Oxley Act of 2002. Clawback Policy. XBRL Instance Document - the instance document does not appear in the Interacve Data File because its XBRL tags are embedded within the Inline XBRL document. XBRL Schema Document. XBRL Calculaon Linkbase Document. XBRL Deﬁnion Linkbase Document. XBRL Labels Linkbase Document. XBRL Presentaon Linkbase Document. Cover Page Interacve Data File - the cover page interacve data ﬁle does not appear in the Interacve Data File because its XBRL tags are embedded within the Inline XBRL document. Filed Herewith X X X X X X X X X X X X X X Notes: + # * Indicates a management contract or compensatory plan or arrangement. Schedules have been omied pursuant to Item 601(b)(2) of Regulaon S-K. Broadcom Inc. hereby undertakes to furnish supplementally copies of any omied schedules upon request by the SEC. Certain informaon omied pursuant to a request for conﬁdenal treatment ﬁled with the SEC. ITEM 16. FORM 10-K SUMMARY None. 98 Table of Contents Pursuant to the requirements of Secon 13 or 15(d) of the Securies Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SIGNATURES BROADCOM INC. By: /s/ Hock E. Tan Name: Title: Hock E. Tan President and Chief Execuve Oﬃcer Date: December 14, 2023 POWER OF ATTORNEY Each person whose individual signature appears below hereby authorizes and appoints Hock E. Tan, Kirsten M. Spears and Mark D. Brazeal, and each of them, with full power of substuon and resubstuon and full power to act without the other, as his or her true and lawful aorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to ﬁle any and all amendments to this Annual Report on Form 10-K, and to ﬁle the same, with all exhibits thereto, and other documents in connecon therewith, with the Securies and Exchange Commission, granng unto said aorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, rafying and conﬁrming all that said aorneys-in-fact and agents or any of them or their or his substute or substutes may lawfully do or cause to be done by virtue thereof. 99 Table of Contents Pursuant to the requirements of the Securies Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on behalf of the Registrant in the capacies indicated and on the dates indicated. Signature /s/ Hock E. Tan Hock E. Tan /s/ Kirsten M. Spears Kirsten M. Spears /s/ Henry Samueli Henry Samueli /s/ Eddy W. Hartenstein Eddy W. Hartenstein /s/ Diane M. Bryant Diane M. Bryant /s/ Gayla J. Delly Gayla J. Delly /s/ Raul F. Fernandez Raul F. Fernandez /s/ Check Kian Low Check Kian Low /s/ Jusne F. Page Jusne F. Page /s/ Harry L. You Harry L. You Title President, Chief Execuve Oﬃcer and Director (Principal Execuve Oﬃcer) Date December 14, 2023 Chief Financial Oﬃcer (Principal Financial Oﬃcer and Principal Accounng Oﬃcer) December 14, 2023 Chairman of the Board of Directors December 14, 2023 Lead Independent Director December 14, 2023 December 14, 2023 December 14, 2023 December 14, 2023 December 14, 2023 December 14, 2023 December 14, 2023 Director Director Director Director Director Director 100 List of Significant Subsidiaries As of October 29, 2023 EXHIBIT 21.1 Name of Subsidiary Avago Technologies International Sales Pte. Limited Avago Technologies U.S. Inc. Avago Technologies Wireless (U.S.A.) Manufacturing LLC Broadcom Corporation Broadcom Singapore Pte. Ltd. Broadcom Technologies, Inc. CA, Inc. LSI Corporation Country of Incorporation Singapore Delaware (U.S.A.) Delaware (U.S.A.) California (U.S.A.) Singapore Delaware (U.S.A.) Delaware (U.S.A.) Delaware (U.S.A.) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-275702, 333-235753, 333-235663, 333-228175, 333-209331-01, 333-215291-01, and 333-221654-01) and Form S-3 (Nos. 333-257056) of Broadcom Inc. of our report dated December 14, 2023 relating to the financial statements and financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K. Exhibit 23.1 /s/ PricewaterhouseCoopers LLP San Jose, California December 14, 2023 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 31.1 I, Hock E. Tan, certify that: 1. 2. 3. 4. I have reviewed this Annual Report on Form 10-K of Broadcom Inc.; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the registrant and have: a. b. c. d. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. b. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: December 14, 2023 /s/ Hock E. Tan Hock E. Tan Chief Executive Officer (Principal Executive Officer) CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 31.2 I, Kirsten M. Spears, certify that: 1. 2. 3. 4. I have reviewed this Annual Report on Form 10-K of Broadcom Inc.; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the registrant and have: a. b. c. d. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. b. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: December 14, 2023 /s/ Kirsten M. Spears Kirsten M. Spears Chief Financial Officer (Principal Financial Officer) CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K of Broadcom Inc. (the “Company”) for the fiscal year ended October 29, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Hock E. Tan, Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: December 14, 2023 /s/ Hock E. Tan Hock E. Tan Chief Executive Officer (Principal Executive Officer) EXHIBIT 32.1 The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document. CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K of Broadcom Inc. (the “Company”) for the fiscal year ended October 29, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Kirsten M. Spears, Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: December 14, 2023 /s/ Kirsten M. Spears Kirsten M. Spears Chief Financial Officer (Principal Financial Officer) EXHIBIT 32.2 The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document. Exhibit 97.1 Broadcom Inc. CLAWBACK POLICY December 1, 2023 The Board of Directors (the “Board”) of Broadcom Inc. (“Broadcom”) adopted this Clawback Policy, as it may be further amended or restated from time to time (this “Policy”), to be effective as of the date first written above. Capitalized terms have the meanings set forth in Section 7 of this Policy, unless otherwise defined herein. 1. Recoupment and Forfeiture of Covered Compensation If there is a Restatement, any Covered Compensation (on a pre-tax basis) Received by any person who was an Executive Officer during the applicable Lookback Period that (i) has been settled or paid to such person will be subject to reasonably prompt repayment to Broadcom in accordance with Section 2 of this Policy and (ii) has been granted or earned (including vested) but has not yet been paid or settled will be automatically forfeited. The Compensation Committee of the Board (the “Committee”) will pursue (and does not have the discretion to waive) the repayment and/or forfeiture of such Covered Compensation in accordance with Section 2 of this Policy, except as provided below. The Committee (or, if at any time the Committee is not a Board committee responsible for Broadcom’s executive compensation decisions and composed entirely of independent directors, a majority of the independent directors serving on the Board) may determine not to pursue repayment and/or forfeiture of the Covered Compensation if the Committee determines that such repayment and/or forfeiture would be impracticable due to any of the following circumstances: (i) The direct expense paid to a third party (for example, reasonable legal expenses and consulting fees) to assist in enforcing this Policy would exceed the amount to be recovered (following (x) reasonable attempts by the Committee to recover such Covered Compensation, (y) the documentation of such attempts, and (z) if required, the provision of such documentation to the Nasdaq Stock Market (“Nasdaq”)); (ii) Pursuing such recovery would violate Broadcom’s Home Country laws adopted before November 28, 2022 (provided that Broadcom obtains an opinion of Home Country counsel acceptable to Nasdaq that recovery would result in such a violation and provides such required opinion to Nasdaq); or (iii) Recovery would likely cause any otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of Broadcom and its subsidiaries, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder. 1 Recovery of any Covered Compensation under this Policy is not dependent on (i) fraud or misconduct by any Executive Officer or whether the Executive Officer was responsible for preparing the Broadcom financial statements or (ii) if or when the Restatement is actually filed with the U.S. Securities and Exchange Commission (the “SEC”). 2. Means of Repayment If the Committee determines that a current or former Executive Officer must repay any Covered Compensation, the Committee will provide written notice to such person by email or certified mail to such person’s address on file with Broadcom and such person will satisfy such repayment on such terms as required by the Committee. Broadcom will be entitled to set off the repayment amount against any amount owed to the current or former Executive Officer by Broadcom, require the forfeiture of any award granted by Broadcom to such person and/or take any and all necessary actions to reasonably promptly recoup such repayment from such person to the fullest extent permitted under applicable law, including without limitation, Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and the regulations and guidance thereunder. If the Committee does not specify the timing of repayment in the written notice described above, the current or former Executive Officer will be required to repay the Covered Compensation to Broadcom by wire, cash or cashier’s check no later than thirty (30) days after receipt of such notice. For Covered Compensation based on stock price or total stockholder return, where the amount of Covered Compensation is not subject to mathematical recalculation directly from the information in a Restatement, the Committee will determine the amount of such Covered Compensation, if any, based on a reasonable estimate of the effect of the Restatement on the stock price or total stockholder return upon which the Covered Compensation was granted, vested or paid. The Committee may engage valuation experts or other third- party advisors to determine the reasonable estimate. Broadcom will also maintain documentation of such determination and provide documentation to Nasdaq if required. Unless otherwise determined by the Committee, for Covered Compensation that consists of an equity award: (i) (ii) (iii) If the equity award has been granted or earned but the underlying shares have not settled or the award has not been exercised, the outstanding portion of such award that is Covered Compensation will be forfeited; If the equity award has been exercised or settled into shares that have not been sold, the Committee will recover the number of shares received in excess of the shares that would have been received under the Restatement (less any exercise price paid for the shares); and If the shares underlying the equity award have been sold, the Committee will recover the proceeds received from the sale of the number of shares received in excess of the shares that would have been received under the Restatement (less any exercise price paid for the shares). 3. No Indemnification No current or former Executive Officer may be indemnified, insured or reimbursed by Broadcom or any of its subsidiaries in respect of any loss of compensation in accordance with this Policy, receive any advancement of expenses for disputes related to any loss of compensation by such person in accordance with this Policy, or be paid or reimbursed by Broadcom or any of its subsidiaries for 2 any premiums paid by such person for any third-party insurance policy covering potential recovery obligations under this Policy. For this purpose, “indemnification” includes any modification to current compensation arrangements or other means that would amount to de facto indemnification (for example, providing a new cash award which would be cancelled to effect the recovery of any Covered Compensation). In no event will Broadcom or any of its subsidiaries be required to award any current or former Executive Officer an additional payment if any Restatement would result in a higher incentive compensation payment. 4. Miscellaneous The Committee will administer and interpret this Policy. Any Committee determination concerning this Policy will be final, conclusive and binding. Discretionary determinations by the Committee under this Policy, if any, need not be uniformly applied to any persons or compensation covered hereunder. This Policy is intended to satisfy the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as it may be amended from time to time, and any related rules or regulations put into effect by the SEC or Nasdaq, including any additional requirements that become effective after this Policy’s effective date. This Policy will be deemed automatically amended as necessary to comply with such additional requirements. Broadcom’s rights to seek repayment or forfeiture under this Policy are in addition to, and not instead of, any recoupment rights or other remedies that may be available to Broadcom and its subsidiaries. 5. Amendment and Termination To the extent permitted by, and in a manner consistent with applicable law, including SEC and Nasdaq rules, the Committee may terminate, suspend or amend this Policy at any time in its discretion. 6. Successors This Policy is binding and enforceable against all current or former Executive Officers and their respective beneficiaries, heirs, executors, administrators or other legal representatives with respect to any Covered Compensation granted, vested or paid to or administered by such persons or entities. 7. Definitions The following definitions apply to this Policy: a) “Covered Compensation” means the following, computed on a pre-tax basis: (i) the amount of Incentive-Based Compensation granted, vested or paid to a person who served as an Executive Officer at any time during the Incentive-Based Compensation’s performance period and that was Received (x) after such person became an Executive Officer, (y) during the Lookback Period and (z) at a time Broadcom had a class of securities listed on a national securities exchange or a national securities association that exceeds (ii) the amount of such Incentive-Based Compensation that otherwise would have 3 been granted or paid to such person or vested had such amount been determined based on the applicable Restatement. Incentive-Based Compensation Received while a person was serving as a non-Executive Officer prior to becoming an Executive Officer is not “Covered Compensation.” b) “Executive Officer” means an “officer” of Broadcom as defined under Rule 16a-1(f) under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to include any individuals identified by Broadcom as executive officers pursuant to Item 401(b) of Regulation S-K under the Exchange Act. c) “Financial Reporting Measure” means any measure that is based on (i) accounting principles used in preparing Broadcom financial statements and any measures derived wholly or in part from such measures (such as GAAP or non-GAAP financial measures (as defined under Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Exchange Act)), (ii) stock price, or (iii) total stockholder return. A Financial Reporting Measure may or may not be filed with the SEC and may be presented outside Broadcom financial statements, such as in Management’s Discussion and Analysis of Financial Conditions and Result of Operations or in the performance graph required under Item 201(e) of Regulation S-K under the Exchange Act. d) “Home Country” means Broadcom’s jurisdiction of incorporation. e) “Incentive-Based Compensation” means any compensation (including cash and equity) Received on or after October 2, 2023 and that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure. Examples of “Incentive-Based Compensation” include, but are not limited to: (i) Non-equity incentive plan awards that are earned wholly or in part on satisfying a Financial Reporting Measure performance goal; (ii) Bonuses paid from a “bonus pool,” the size of which is determined based wholly or in part on satisfying a Financial Reporting Measure performance goal; (iii) Restricted stock, restricted stock units, performance stock units, stock options or stock appreciation rights that are granted or become vested based wholly or in part on satisfying a Financial Reporting Measure performance goal; and (iv) Proceeds received upon the sale of shares acquired through an incentive plan that were granted or vested based wholly or in part on satisfying a Financial Reporting Measure performance goal. f) “Lookback Period” means the three completed fiscal years (plus any transition period of less than nine months that is within or immediately following the three completed fiscal years and that results from a change in Broadcom’s fiscal year) immediately preceding the date on which Broadcom is required to prepare a Restatement for a given reporting period, with such date being the earlier of: (i) the date the Board, a Board committee, or the officer or officers of Broadcom authorized to take such action if Board action is not 4 required, concludes or reasonably should have concluded that Broadcom is required to prepare a Restatement, or (ii) the date a court, regulator or other legally authorized body directs Broadcom to prepare a Restatement. g) “Received.” Incentive-Based Compensation is deemed “Received in Broadcom’s fiscal period during which the Financial Reporting Measure specified in or otherwise relating to the Incentive-Based Compensation award is attained, even if the grant, vesting or payment of the Incentive-Based Compensation occurs after the end of that period. h) “Restatement” means a required accounting restatement that: (i) (ii) corrects an error in previously issued Broadcom financial statements that is material to the previously issued Broadcom financial statements (commonly referred to as a “Big R” restatement) or corrects an error in previously issued Broadcom financial statements that is not material to the previously issued Broadcom financial statements but that would result in a material misstatement if the error was corrected in the current period or left uncorrected in the current period (commonly referred to as a “little r” restatement). Financial statement includes any statement of financial position (balance sheet), statement of comprehensive income, statement of cash flows, statement of stockholders’ equity, related schedules and accompanying footnotes, as required by SEC rules. Changes to Broadcom financial statements that do not represent error corrections under the then-current relevant accounting standards will not constitute Restatements. 5

Continue reading text version or see original annual report in PDF format above