Broadcom (AVGO) 10-K risk factor changes: FY2020 vs FY2019
The 2020-11-01 10-K against the 2019-11-03 one, compared heading by heading and sentence by sentence.
Item 1A218 rewritten113 added139 removed243 unchanged
All filing items1,565 rewritten1,121 added978 removed1,379 unchanged
Summary
counted, not written
- Item 1A lists 45 risk factor headings: 5 new, 6 reworded and 34 unchanged since FY2019. 9 headings from FY2019 no longer appear.
- Sentence by sentence, 1,121 added, 978 removed, 1,565 rewritten and 1,379 unchanged across 22 items that differ.
- New this year: Item 16. FORM 10-K SUMMARY.
New Item 1A headings (5)
- The ongoing COVID-19 pandemic has, and will likely continue to, negatively impact the global economy and disrupt normal business activity, which may have an adverse effect on our results of operations.
- We make substantial investments in research and development and unsuccessful investments could materially adversely affect our business, financial condition and results of operations.
- Changes in tax legislation or policies could materially impact our financial position and results of operations.
- Our benefit from income taxes and overall cash tax costs are affected by a number of factors that could materially, adversely affect financial results.
- Our substantial indebtedness could adversely affect our financial health and our ability to execute our business strategy.
Removed Item 1A headings (9)
- Our sales to government clients subject us to uncertainties regarding fiscal funding approvals, renegotiations or terminations at the discretion of the government, as well as audits and investigations, which could result in litigation, penalties and sanctions including early termination, suspension and debarment.
- We make substantial investments in research and development to enhance existing and develop new technologies to keep pace with technological advances and to remain competitive in our business, and unsuccessful investments could materially adversely affect our business, financial condition and results of operations.
- We are required to assess our internal control over financial reporting on an annual basis and any adverse findings from such assessment could result in a loss of investor confidence in our financial reports, significant expense to remediate any internal control deficiencies and ultimately have an adverse effect on our stock price.
- Current and future accounting pronouncements and other financial reporting standards, especially concerning revenue recognition, may negatively impact our financial results.
- The enactment of legislation implementing changes in taxation of international business activities, the adoption of other corporate tax reform policies, or changes in tax legislation or policies could materially impact our financial position and results of operations.
- Our provision for income taxes and overall cash tax costs are affected by a number of factors, including reorganizations or restructurings of our businesses or assets, jurisdictional revenue mix and changes in tax regulations or policy, and may be further impacted by corporate transactions, all of which could materially, adversely affect financial results.
- Our substantial indebtedness could adversely affect our financial health and our ability to raise additional capital to fund our operations or potential acquisitions, could limit our ability to react to changes in the economy or our industry, and exposes us to interest rate risk to the extent of our variable rate indebtedness and prevent us from fulfilling our obligations under our indebtedness.
- The amount and frequency of our stock repurchases may fluctuate.
- Our actual operating results may differ significantly from our guidance.
Reworded Item 1A headings (6)
[removed: Our business, financial condition and results of operations could be adversely affected by the][added: Global] political and economic conditions[removed: of the countries in which we conduct business]and other factors related to our international [added: operations could adversely affect our business, financial condition and results of] operations.- A prolonged disruption of our manufacturing facilities, research and development
[removed: facilities][added: facilities, warehouses] or other significant operations, or those of our suppliers, could have a material adverse effect on our business, financial condition and results of operations. - We may be unable to maintain appropriate manufacturing capacity [added: or product yields] at our own manufacturing facilities, which could adversely affect our relationships with our customers, and our business, financial condition and results of operations.
- If the tax incentives or tax holiday arrangements we have negotiated
[removed: in Singapore and other jurisdictions]change or cease to be in effect or[removed: applicable, in part or in whole,][added: applicable] for any reason, or if our assumptions and interpretations regarding tax laws and incentives or holiday arrangements prove to be incorrect,[removed: the amount of][added: our] corporate income taxes[removed: we have to pay]could significantly increase. - The Internal Revenue Service may not agree that prior to [added: our redomiciliation into] the
[removed: Redomiciliation Transaction Broadcom-Singapore][added: U.S., our predecessor, Broadcom Limited] should have been treated as a foreign corporation for U.S. federal income tax purposes. - A substantial amount of our stock is held by a small number of large investors and significant sales of our common stock
[removed: in the public market]by one or more of these holders could cause our stock price to fall.
A heading is new when no FY2019 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
22 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2020; struck-through words were in FY2019. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
218 rewritten, 113 added, 139 removed, 243 unchanged
The following [removed: important] [added: 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, communications with investors and oral statements.
We are dependent on a small number of end customers, OEMs, their respective [removed: contract manufacturers,] [added: CMs,] and certain distributors for a majority of our business, revenue and results of operations.
[removed: Direct] [added: For fiscal year 2020,] sales to [removed: WT Microelectronics] [added: distributors] accounted for [removed: 17%] [added: 42%] of our net [removed: revenue for fiscal year 2019.][added: revenue.]
We believe [removed: our] aggregate [removed: sales] [added: sales, through all channels,] to [added: Apple and] our top five end customers, [removed: through all channels,] accounted for [removed: more than 30%] [added: approximately 15%] and more than [removed: 40%] [added: 30%] of our net revenue for fiscal [removed: years 2019 and 2018,] [added: year 2020,] respectively.
[removed: In addition,] [added: 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 continue, which may adversely affect our gross margin on certain products and, should we fail to [removed: comply with such terms, might also result in substantial liability that] [added: perform under these arrangements, we] could [removed: harm our business, financial condition and results of operations.][added: also be liable for significant monetary damages.]
[removed: Moreover, the] [added: The] terms and conditions under which we do business with most of our semiconductor customers generally do not include commitments by those customers to purchase any specific quantities of products from us.
In addition, we are selling [removed: an increasing amount of] our semiconductor products through [removed: a] [added: an increasingly] limited number of distributors, which [removed: may expose] [added: exposes] us to additional customer concentration and related credit risks.
We operate a primarily outsourced manufacturing business model that principally utilizes [added: CMs, such as] third-party wafer [removed: foundry] [added: foundries] and module assembly and test [removed: capabilities, referred to as contract manufacturers.][added: capabilities.]
Our semiconductor products require [removed: semiconductor] wafer manufacturers with state-of-the-art fabrication equipment and techniques, and most of our products are designed to be manufactured in a specific process, typically at one particular fab or foundry, either our own or with a particular [removed: contract manufacturer.][added: CM.]
We depend on our [removed: contract manufacturers] [added: 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 timely basis.
We [removed: obtain] [added: do not generally have long-term capacity commitments with our CMs and] substantially all of our manufacturing services [added: are] on a purchase order basis [removed: and our contract manufacturers have] [added: with] no obligation to provide us with any specified minimum quantities of product.
Further, from time to time, our [removed: contract manufacturers] [added: CMs] will cease to, or will become unable to, manufacture a component for us.
As the lead time needed to identify, qualify and establish reliable production at acceptable yields, with a new [removed: contract manufacturer] [added: CM] is typically lengthy, there is often no readily available alternative source [removed: for the wafers or other contract manufacturing services we require,] and there may be other constraints on our ability to change [removed: contract manufacturers.][added: CMs.]
In addition, qualifying such [removed: contract manufacturers] [added: CMs] is often expensive, and they may not produce products as cost-effectively as our current [removed: suppliers, which would reduce our margins.][added: suppliers.]
TSMC manufactured approximately [removed: 85%] [added: 87%] of the wafers manufactured by our [removed: contract manufacturers] [added: CMs] during fiscal year [removed: 2019.][added: 2020.]
Any substantial disruption in TSMC’s supply of wafers to us, or in the other contract manufacturing services that we utilize, as a result of a natural disaster, political unrest, military conflict, [added: geopolitical turmoil, trade tensions, medical epidemics, such as the COVID-19 pandemic, climate change,] economic instability, equipment failure or other cause, could materially harm our business, customer relationships and results of operations.
We also depend on our [removed: contract manufacturers] [added: CMs] to timely develop new, advanced manufacturing processes, including, in the case of wafer fabrication, transitions to smaller geometry process technologies.
Our manufacturing processes and those of our [removed: contract manufacturers] [added: CMs] rely on many materials, including silicon, [removed: gallium arsenide] [added: GaAs] and [removed: indium phosphide] [added: InP] wafers, copper lead frames, precious and rare earth metals, mold compound, ceramic packages and various chemicals and gases.
We purchase a significant portion of our [removed: semiconductor] materials, components and finished goods used in our products from a few materials providers, some of which are single source suppliers.
During [removed: the] fiscal year [removed: 2019,] [added: 2020,] we purchased [removed: more than] [added: approximately] two-thirds of the materials for our manufacturing processes from [removed: five] [added: six] materials providers.
[removed: Substantially all of our purchases are on a purchase order basis, and we] [added: We] do not generally have long-term contracts with our materials [removed: providers.][added: providers and substantially all of our purchases are on a purchase order basis.]
Suppliers may extend lead times, limit [removed: supplies] [added: supplies, place products on allocation] or increase prices due to commodity price increases, capacity constraints or other [removed: factors, which may] [added: factors and could] lead to interruption of supply or increased demand in the industry.
In recent periods, investor and customer concerns about the global economic [removed: outlook] [added: outlook, which] have [added: significantly increased as a result of the COVID-19 pandemic, have] adversely affected market and business conditions in general.
An escalation of [removed: recent] trade tensions between the U.S. and China has resulted in trade restrictions and increased tariffs that harm our ability to participate in Chinese markets or compete effectively with Chinese companies.
Sustained uncertainty about, or worsening of, current global economic conditions and further escalation of trade tensions between the U.S. and its trading partners, especially [removed: China,] [added: 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.
[removed: Our business, financial condition and results of operations could be adversely affected by the] [added: Global] political and economic conditions [removed: of the countries in which we conduct business] and other factors related to our international [added: operations could adversely affect our business, financial condition and results of] operations.
In addition, as of November [removed: 3, 2019,] [added: 1, 2020,] approximately [removed: 51%] [added: 49%] of our employees [removed: are] [added: were] located outside the U.S. Multiple factors relating to our international operations and to particular countries in which we operate could have a material adverse effect on our business, financial condition and results of operations.
[removed: | • |] [added: -] changes in political, regulatory, legal or economic conditions or geopolitical turmoil, including terrorism, war or political or military coups, or civil disturbances or political [removed: instability; |][added: instability foreign and domestic;]
[removed: | • |] [added: -] restrictive governmental actions, such as restrictions on the transfer or repatriation of funds and foreign investments, data privacy regulations and trade protection measures, including increasing protectionism, import/export restrictions, import/export duties and quotas, trade sanctions and customs duties and tariffs, all of which have increased under the current U.S. administration; [removed: |]
[removed: | • |] [added: -] difficulty in obtaining product distribution and support, and transportation delays; [removed: |]
[removed: | • |] [added: -] potential inability to localize software products for a significant number of international markets; [removed: |]
[removed: | • |] [added: -] difficulty in conducting due diligence with respect to business partners in certain international markets; [removed: |]
[removed: | • |] [added: -] nationalization of businesses and expropriation of assets; and [removed: |]
[removed: | • |] [added: -] changes in [added: U.S. and foreign] tax laws. [removed: |]
A significant legal risk associated with conducting business internationally is compliance with the various and differing laws and [removed: regulations, including anti-corruption and anti-bribery laws and regulations,] [added: regulations] of the [added: many] countries in which we do [removed: business, antitrust and competition laws, data privacy laws, money-laundering regulations and export regulations.][added: business.]
Although our [removed: Code of Ethics and Business Conduct and other] policies prohibit us, our employees and our agents from engaging in unethical business practices, there can be no assurance that all of our employees, distributors or other agents will refrain from acting in violation of our related anti-corruption [added: or other] policies and procedures.
Our growth strategy includes [removed: the acquisition of, and investment in,] [added: acquiring or investing in] businesses that offer complementary products, services and technologies, [removed: augment our market coverage,] or enhance our [added: market coverage or] technological [removed: capabilities, such as our recent acquisition of the Symantec Business.][added: capabilities.]
[removed: In addition,] [added: - inaccuracies in] our original estimates and assumptions used [removed: in assessing any transaction may be inaccurate and we] [added: to assess a transaction, which] may [added: result in us] not [removed: realize] [added: realizing] the expected financial or strategic benefits of any such [removed: transaction, including our recent acquisition of the Symantec Business.][added: transaction.]
Any acquisitions we may undertake and their [removed: integration, including our recent acquisition of the Symantec Business,] [added: integration] involve risks and uncertainties, such as:
Many of the following risks and uncertainties are, and will be, exacerbated by the COVID-19 pandemic and any worsening of the global business and economic environment as a result.
Risk Factors Summary
The following is a summary of the principal risks that could adversely affect our business, operations and financial results.
- The ongoing COVID-19 pandemic has, and will likely continue to, negatively impact the global economy and disrupt normal business activity.
- The majority of our sales come from a small number of customers and a reduction in demand or loss of one or more of our significant customers may adversely affect our business.
- Dependence on contract manufacturing and suppliers of critical 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.
- Adverse global economic conditions could have a negative effect on us.
- Global political and economic conditions and other factors related to our international operations could adversely affect us.
- Our business is subject to various governmental regulations and trade restrictions.
Compliance with these regulations may cause us to incur significant expense and, if we fail to maintain compliance, we may be forced to cease manufacture and distribution of certain products or subjected to civil or criminal penalties.
- We are subject to risks associated with our distributors and other channel partners, including product inventory levels and product sell-through.
- Our dependence on senior management and if we are unable to attract and retain qualified personnel, we may not be able to execute our business strategy effectively.
- We may pursue acquisitions, investments, joint ventures and dispositions, which could adversely affect our results of operations.
- We may be involved in legal proceedings, including IP, anti-competition and securities litigation, employee-related claims and regulatory investigations.
- Our operating results are subject to substantial quarterly and annual fluctuations.
- Failure to adjust our manufacturing and supply chain to accurately meet customer demand could adversely affect our results of operations.
- We operate in the highly cyclical semiconductor industry, which is subject to significant downturns.
- Winning business in the semiconductor solutions industry is subject to a lengthy process that often requires us to incur significant expense, from which we may ultimately generate no revenue.
- Competition in our industries could prevent us from growing our revenue.
- A prolonged disruption of our manufacturing facilities, research and development facilities, warehouses or other significant operations, 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 facilities.
- Any failure of our IT systems or one or more of our corporate infrastructure vendors to provide necessary services could have a material adverse effect on our business.
- Our ability to maintain or improve gross margin.
- Our ability to protect the significant amount of IP in our business.
- Incompatibility of our software products with operating environments, platforms, or third-party products, demand for our products and services could decrease.
- Failure to enter into software license agreements on a satisfactory basis could adversely affect us.
- Licensed third party software used in our products may not be available to us in the future, which may delay product development and production or cause us to incur additional expense.
- Use of open source code sources, which, under certain circumstances could materially adversely affect us.
- 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 collect, use, store, or otherwise process personal information, 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 operations and require expenditures.
- Social and environmental responsibility regulations, policies and provisions, as well as customer demand, may make our supply chain more complex and may adversely affect our relationships with customers.
- The average selling prices of semiconductor products in our markets have often decreased rapidly and may do so in the future.
- A breach of our security systems may have a material adverse effect on our business.
- Fluctuations in foreign exchange rates could result in losses.
Risks Relating to Taxes
- Our corporate income taxes could significantly increase if we are unable to maintain our tax concessions or if our assumptions and interpretations regarding tax laws and concessions prove to be incorrect.
- Our substantial indebtedness could adversely affect our financial health and our ability to execute our business strategy.
For fiscal years 2019 and 2018, sales to distributors accounted for 46% and 34% of our net revenue, respectively.
We believe aggregate sales to Apple Inc., through all channels, accounted for approximately 20% of our net revenue for fiscal year 2019 and approximately 25% for fiscal year 2018.
If we do not perform under these arrangements, we could also be liable for significant monetary damages.
Although we often have long-term contracts with our contract manufacturers, we do not generally have long-term capacity commitments.
| | |
| --- | --- |
| • | public health or safety concerns; |
We may also enter into strategic alliances or joint ventures to achieve these goals.
We may not be able to identify suitable acquisition, investment, alliance, or joint venture opportunities, or to consummate any such transactions.
| • | our ability to effectively identify and timely transfer acquired assets and liabilities; |
| • | the need to assign or novate acquired customer contracts; |
| • | our ability to identify and directly hire acquired company or business employees; |
| • | our ability to identify, manage and coordinate the performance of acquired company or business personnel providing services to us on a transitional basis or under third party transition services agreements; |
In addition, regulatory approvals required in connection with an acquisition, such as those from the U.S. Department of Justice, the U.S. Federal Trade Commission (“FTC”), the European Commission Directorate-General for Competition or, where applicable, the China State Administration for Market Regulation, may take longer than anticipated to obtain, may not be obtained at all or may contain materially burdensome conditions.
If any conditions or changes to the structure of an acquisition are required to obtain these regulatory approvals, they may have the effect of jeopardizing or delaying completion of such acquisition or reducing our anticipated benefits of the transaction.
If we agree to any material conditions in order to obtain any such approvals or if we fail to comply with any such conditions, our business and results of operations may be adversely affected.
These difficulties may be complicated by factors such as the size of the business or entity acquired, geographic and cultural differences, lack of experience operating in the industry or geographic markets of the acquired business, potential loss of key employees and customers, the potential for deficiencies in internal controls at the acquired or combined business, performance problems with the acquired business’ technology, failure to realize the benefits of transition services arrangements, exposure to unanticipated liabilities of the acquired business, insufficient revenue to offset increased expenses associated with the acquisition, adverse tax consequences and our potential inability to achieve the growth prospects or synergies expected from any such acquisition.
If we fail to complete an announced acquisition, our stock price could fall to the extent the price reflects an assumption that such acquisition will be completed, and we may incur significant unrecoverable costs.
Further, the failure to consummate an acquisition may result in negative publicity and adversely impact our relationships with our customers, vendors and employees.
We may become subject to legal proceedings relating to the acquisition and the integration of acquired businesses may not be successful.
Failure to manage and successfully integrate acquired businesses, achieve anticipated levels of profitability of the acquired business, improve margins of the acquired businesses and products, or realize other anticipated benefits of an acquisition could materially harm our business, operating results and margins.
In addition, any such dispositions could result in disruption to other parts of our business, potential loss of employees or customers, or exposure to unanticipated liabilities or ongoing obligations to us following any such dispositions.
For example, in connection with such dispositions, we often enter into transition services agreements or other strategic relationships, including long-term research and development arrangements and sales arrangements, or agree to provide certain indemnities to the purchaser, which may result in additional expenses and may adversely affect our financial condition and results of operations.
In addition, it is expected that the current U.S. administration’s trade policy will promote U.S. manufacturing and
manufacturers.
It is unclear what effect this will have on us as a multinational company that conducts business world-wide, or on our suppliers, customers, contract manufacturers and OEMs.
| • | dependence on a limited number of semiconductor distributors may exacerbate the foregoing risks and increase our related credit risk. |
One of our significant distributors, Tech Data Corporation, recently agreed to be acquired by a private equity firm, which may result in a change in their operations, business focus and financial capacity.
If and when completed, this could adversely affect our relationship with, and ability to sell products to, them.
We have granted multi-year equity awards to most of our employees.
These awards approximate four consecutive annual grants that vest in four tranches with successive four-year vesting periods.
personnel.
Some of these actions may seek injunctive relief, including injunctions or exclusion orders against the sale of our products and substantial monetary damages, which if granted or awarded could materially harm our business, financial condition and results of operations.
We do not know whether we will prevail in such proceedings, given the complex technical issues and inherent uncertainties in IP litigation.
| • | indemnify our customers or distributors and/or recall, or accept the return of, infringing products; |
These factors include, among others:
| • | changes in our product mix or customer mix and their effect on our gross margin; |
| • | the timing of receipt, reduction or cancellation of significant product orders by customers; |
| • | utilization of our internal manufacturing facilities and fluctuations in manufacturing yields; |
| • | our ability to successfully and timely integrate, and realize the benefits of acquisitions we may make and the timing of acquisitions or dispositions of, or making and exiting investments in, other entities, businesses or technologies; |
An excerpt. Shown here: 40 of 218 rewritten, 40 of 113 added and 40 of 139 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2020 filing and the FY2019 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
194 rewritten, 178 added, 106 removed, 228 unchanged
Our infrastructure software solutions enable customers to plan, develop, automate, [removed: manage,] [added: manage] and secure applications across mainframe, distributed, [removed: mobile,] [added: mobile] and cloud platforms.
[removed: | • |] [added: -] gain or loss of significant customers; [removed: |]
[removed: | • |] [added: -] general economic and market conditions in the industries and markets in which we compete; [removed: |]
[removed: | • |] [added: -] our distributors’ product inventory and end customer demand; [removed: |]
[removed: | • |] [added: -] 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; [removed: |]
[removed: | • |] [added: -] the shift to cloud-based IT solutions and services, such as hyperscale computing, which may adversely affect the timing and volume of sales of our products for use in traditional enterprise data centers; and [removed: |]
[removed: | • |] [added: -] the timing, rescheduling or cancellation of expected customer orders. [removed: |]
Our fiscal year [removed: 2019] [added: 2020] and our fiscal year ended [removed: October 29, 2017] [added: November 3, 2019] (“fiscal year [removed: 2017”)] [added: 2019”)] were 52-week fiscal years compared to our fiscal year ended November 4, 2018 (“fiscal year 2018”), which was a 53-week fiscal year.
Highlights during fiscal year [removed: 2019] [added: 2020] include the following:
[removed: | • |] [added: -] We generated [removed: $9,697] [added: $12,061] million of cash from operations. [removed: |]
[removed: Purchase] [added: Acquisition] of Symantec Corporation’s Enterprise Security Business
On November 4, 2019, we completed the purchase and assumption of certain assets and certain liabilities, respectively, of [added: the] Symantec [removed: Corporation’s Enterprise Security business (“Symantec Business”)] [added: Business] for [removed: approximately] $10.7 billion in cash (the “Symantec Asset Purchase”).
On November 5, [removed: 2018 (the “CA Acquisition Date”),] [added: 2018,] we acquired [removed: CA] [added: CA, Inc. (“CA”)] for [removed: approximately] $18.8 billion in aggregate cash purchase consideration and assumed $2.25 billion of outstanding unsecured bonds (the “CA Merger”).
We financed the CA Merger with $18 billion of term [removed: loans borrowed on the CA Acquisition Date,] [added: loans,] as well as cash on hand of the combined companies.
See Note [removed: 9.][added: 10.]
“Borrowings” included in Part II, Item [removed: 8.][added: 8 of this Annual Report on Form 10-K.]
On November 17, 2017, we acquired Brocade Communications Systems, Inc. (“Brocade”) for [removed: approximately] $6.0 billion in cash, including retirement of their term loan [removed: debt (the “Brocade Merger”),] [added: debt,] which we financed using the net proceeds from the issuance of our senior unsecured notes, issued in October 2017, as well as cash on hand.
On December 1, 2017, we sold certain Brocade [removed: businesses] [added: business] for an aggregate of $800 million in cash.
[added: Many of our major customer] relationships have been in place for many years and are often the result of years of collaborative product development.
This has enabled us to build our extensive [removed: IP] [added: intellectual property (“IP”)] portfolio and develop critical expertise regarding our customers’ requirements, including substantial system-level knowledge.
*Cost of products sold.* Cost of products sold consists primarily of the costs for semiconductor wafers and other [removed: materials] [added: materials,] as well as the costs of assembling and testing those products and materials.
Such costs include personnel and overhead related to our manufacturing operations, which include stock-based compensation expense; related occupancy; computer services; equipment costs; manufacturing quality; order fulfillment; warranty adjustments; inventory adjustments, including write-downs for inventory obsolescence; and acquisition costs, which include direct transaction costs and [removed: integration-related] [added: acquisition-related] costs.
*Amortization of acquisition-related intangible assets.* In connection with our acquisitions, we recognize intangible assets that are being amortized over their estimated useful [removed: lives of 1 year to 25 years.][added: lives.]
We also recognize goodwill, which is not amortized, and in-process research and development (“IPR&D”), which is initially capitalized as an indefinite-lived intangible asset, in connection with [added: the] acquisitions.
Upon completion of each underlying project, IPR&D assets are reclassified as [removed: an] amortizable purchased intangible [removed: asset] [added: assets] and amortized over their estimated useful lives.
*Restructuring, impairment and disposal charges.* Restructuring, impairment and disposal charges consist primarily of compensation costs associated with employee exit programs, alignment of our global manufacturing operations, rationalizing product development program costs, [removed: IPR&D impairment, fixed asset impairment,] facility and lease abandonments, [added: 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, accretion of original issue discount, [removed: and] amortization of debt premiums and debt issuance costs, and expenses related to debt [removed: modification.][added: modifications or extinguishments.]
*Other income, net.* Other income, net includes interest income, gains [removed: (losses) on investments and] [added: or losses] on [added: investments,] foreign currency remeasurement, and other miscellaneous items.
[removed: *Provision for (benefit from) income taxes.*] The [removed: U.S. Tax Cuts and Jobs Act ( “2017] [added: 2017] Tax Reform [removed: Act”)] [added: Act] made significant changes to the U.S. Internal Revenue Code, including (1) a decrease in the U.S. corporate tax rate from 35% to 21% effective for tax years beginning after December 31, 2017, (2) the accrual of U.S. income tax on foreign earnings when earned, allowing [added: certain foreign dividends to then be tax-exempt, rather than deferring such income tax payments until the foreign earnings are repatriated into the U.S., and (3) the transition tax on the mandatory deemed repatriation of accumulated non-U.S. earnings of U.S. controlled foreign corporations (the “Transition Tax”).]
We also recognized an income tax benefit of $1,162 million in fiscal year 2018 primarily as a result of our redomiciliation to the United States in April [removed: 2018 (the “Redomiciliation Transaction”).][added: 2018.]
[added: *Provision for (benefit from) income taxes.*] We have structured our operations to maximize the benefit from tax incentives extended to us in various jurisdictions to encourage investment or employment.
Our tax incentives from the Singapore Economic Development [removed: Board, an agency of the Government of Singapore,] [added: Board] provide that any qualifying income earned in Singapore is subject to tax incentives or reduced rates of Singapore income tax.
Subject to our compliance with the conditions specified in these incentives and legislative developments, these Singapore tax incentives are presently expected to expire in November [removed: 2025, subject in certain cases to potential extensions, which we may or may not be able to obtain.][added: 2025.]
[removed: Absent these tax incentives, the] [added: The] corporate income tax rate in Singapore that would otherwise apply to us would be 17%.
[removed: The] [added: Each] tax [removed: incentives] [added: incentive] and tax holiday [removed: that we have obtained are] [added: is] also subject to our compliance with various operating and other conditions.
If we cannot, or elect not to, comply with [removed: the] [added: any such] operating conditions [removed: included in any particular tax incentive, we will lose the related tax benefits and] [added: specified,] we [removed: could] [added: could, in some instances,] be required to refund previously realized material tax [removed: benefits.][added: benefits, or if such tax incentive or tax holiday is terminated prior to its expiration absent a new incentive applying, we will lose the related tax benefits earlier than scheduled.]
[removed: Depending on the incentive at issue, we could also be required] [added: We may elect] to modify our operational 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 consideration the effects of the [removed: 2017] [added: U.S.] Tax [removed: Reform] [added: Cuts and Jobs] Act [added: (“2017 Tax Reform Act”)] and other indirect tax [removed: impact,] [added: impacts,] the effect of these tax incentives and tax holiday was to increase the benefit from income taxes by approximately [added: $833 million,] $923 million and $590 million for fiscal years [added: 2020,] 2019 and 2018, respectively.
*Revenue recognition.* We account for a contract with a customer when both parties have approved the contract and are committed to perform their respective obligations, each party’s rights can be identified, payment terms can be identified, the [removed: contract has commercial substance, and it is probable we will collect substantially all of the consideration we are entitled to.]
*Business combinations.* Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date, for intangible assets, contractual obligations assumed, restructuring liabilities, pre-acquisition [removed: contingencies] [added: contingencies,] and contingent consideration, where applicable.
We offer a cyber security solutions portfolio, including endpoint, network, information and identity security solutions.
We also offer mission critical fibre channel storage area networking (“FC SAN”) products and related software in the form of modules, switches and subsystems incorporating multiple semiconductor products.
During the first quarter of our fiscal year ended November 1, 2020 (“fiscal year 2020”), we changed our organizational structure, resulting in two reportable segments: semiconductor solutions and infrastructure software.
In addition, during the fourth quarter of our fiscal year 2020, we refined our allocation methodology for certain selling, general and administrative expenses to more closely align these costs with the segment benefiting from the shared expenses.
Prior period segment results have been recast to conform to the current presentation.
COVID-19 Update
In response to the ongoing COVID-19 pandemic and the various resulting government directives, we have taken extensive measures to protect the health and safety of our employees and contractors at our facilities.
We modified our workplace practices globally, which resulted in most of our employees working remotely for an extended periods of time.
While we have implemented a phased-in return of employees to many of our facilities, if the spread of COVID-19 worsens significantly, we may need to further limit onsite operations or otherwise modify our business practices.
We continue to monitor the implications of the COVID-19 pandemic on our business, as well as our customers’ and suppliers’ businesses.
The demand environment for our semiconductor products was consistent with our expectations for our fourth quarter of fiscal year 2020, with continued demand for products and infrastructure to support a dramatic increase around the world in remote or tele-work and learning due to COVID-19.
While we continue to see robust demand in this area, the macroeconomic environment remains uncertain and it may not be sustainable over the longer term.
To date, the impact of COVID-19 on the demand environment for our software products has been limited.
On the product supply side, we continue to experience various constraints in our supply chain due to the pandemic, including with respect to wafers and substrates.
As a result, supply lead times are still extended and we continue to have difficulties in obtaining some necessary components and inputs in a timely manner.
However, the disruptions in our outsourced assembly and test capacity that we experienced previously, as a result of COVID-19 related shutdowns, have now largely resolved.
We have also taken various actions to de-risk our business in light of the ongoing uncertainty.
For example, we are largely building semiconductor products to order, instead of based on customer forecasts.
In addition, during the fourth fiscal quarter, we continued to strengthen our balance sheet, including closely managing working capital and reducing our total debt outstanding.
Overall, in light of the changing nature and continuing uncertainty around the COVID-19 pandemic, our ability to predict the impact of COVID-19 on our business in future periods remains limited.
The effects of the pandemic on our business are unlikely to be fully realized, or reflected in our financial results, until future periods.
- We acquired the Symantec Corporation Enterprise Security business (the “Symantec Business”).
- We paid $5,534 million in cash dividends.
We financed this acquisition with the net proceeds from the borrowings under the November 2019 Term Loans, as defined in Note 10.
contract has commercial substance, and it is probable we will collect substantially all of the consideration we are entitled to.
The
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| | | | | | | November 1, 2020 | | | | | | November 3, 2019 | | | | | | November 1, 2020 | | | | | | November 3, 2019 | | |
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| Products | | | | | | $ | 17,435 | | | | | $ | 18,117 | | | | | 73 | | % | | | | 80 | | % |
| Total net revenue | | | | | | 23,888 | | | | | | 22,597 | | | | | | 100 | | | | | | 100 | | |
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| Gross margin | | | | | | 13,516 | | | | | | 12,483 | | | | | | 57 | | | | | | 55 | | |
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| Operating income | | | | | | $ | 4,014 | | | | | $ | 3,444 | | | | | 17 | | % | | | | 15 | | % |
In addition, the ongoing COVID-19 pandemic and related challenges and uncertainties may also cause our net revenue to fluctuate significantly and adversely affect our results of operations, as discussed above.
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Through our fiscal year ended November 3, 2019 (“fiscal year 2019”), we had three reportable segments: semiconductor solutions, infrastructure software and intellectual property (“IP”) licensing.
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Uncertainty in global economic conditions poses significant risks to our business.
For example, customers may defer purchases in response to tighter credit and negative financial news, which would in turn adversely affect product demand and our results of operations.
The additional week in the first quarter of fiscal year 2018 resulted in higher net revenue, gross margin dollars, research and development expense, and selling general and administrative expense for fiscal year 2018, compared to fiscal years 2019 and 2017.
| • | On September 30, 2019, we completed an offering of approximately 4 million shares of 8.00% Mandatory Convertible Preferred Stock, Series A, $0.001 par value per share (the “Mandatory Convertible Preferred Stock”), which generated net proceeds of $3,679 million. We used the net proceeds, together, with cash on hand, to repay $4.8 billion of our long-term debt. |
| • | We paid $5,435 million to repurchase shares of our common stock under our stock repurchase program, $4,235 million for cash dividends and distributions and $972 million in employee withholding taxes related to net share settled equity awards. |
| • | On November 5, 2018, we completed the acquisition of CA, Inc. (“CA”) for aggregate consideration of approximately $18.8 billion. |
Recent Developments
In connection with the Symantec Asset Purchase, we entered into a credit agreement with certain financial institutions to provide (i) up to $12 billion in term loans to fund the Symantec Asset Purchase and related working capital needs and (ii) $3.5 billion in term loans to refinance certain existing senior notes maturing in the first quarter of our fiscal year ending November 1, 2020 (“fiscal year 2020”).
The discussions below relate to our business, reporting segments and financial results for fiscal year 2019 and prior periods and do not include any impact from or information relating to the Symantec Asset Purchase.
of this Annual Report on Form 10-K for further detail.
Our three reportable segments in fiscal year 2019 were: semiconductor solutions, infrastructure software and IP licensing.
Many of our major customer
certain foreign dividends to then be tax-exempt, rather than deferring such income tax payments until the foreign earnings are repatriated into the U.S., and (3) the transition tax on the mandatory deemed repatriation of accumulated non-U.S. earnings of U.S. controlled foreign corporations (the “Transition Tax”).
For fiscal year 2017, the effect of these tax incentives and tax holiday was to reduce the overall provision for income taxes by approximately $237 million.
weighted-average cost of capital, as well as any risk unique to the subject cash flows.
No direct customer represented more than 10% of our net revenue during fiscal year 2018.
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| IP licensing | | 73 | | | | 134 | | | | (61 | | ) | | (46 | )% |
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| IP licensing | | — | | | 1 | |
Gross margin as a percentage of net revenue increased to 55% in fiscal year 2019 from 52% for fiscal year 2018.
These increases were primarily due to contributions from our CA mainframe and enterprise software products and favorable product mix within our semiconductor solutions segment.
We expect to incur additional amortization of acquisition-related intangible assets in future periods as a result of our acquisition of the Symantec Business and any further acquisitions we may make.
We expect to incur additional research and development expense in future periods as a result of our acquisition of the Symantec Business and any future acquisitions we may make.
We expect to incur additional restructuring charges in future periods as a result of our acquisition of the Symantec Business and any further acquisitions we may make.
| Semiconductor solutions | | $ | 8,150 | | | $ | 9,090 | | | $ | (940 | ) | | (10 | )% |
| Infrastructure software | | 3,781 | | | | 1,250 | | | | 2,531 | | | | 202 | % |
| IP licensing | | (2 | | ) | | 70 | | | | (72 | | ) | | (103 | )% |
The increase in stock-based compensation expense also due to the issuance of the Multi-Year Equity Awards and the impact of the change from annual to quarterly vesting of certain time-based equity awards.
We expect to incur additional interest expense in future periods as a result of term loan indebtedness associated with any future acquisitions, including our acquisition of the Symantec Business.
| Products | | $ | 19,754 | | | $ | 17,033 | | | 95 | % | | 97 | % |
| Purchase accounting effect on inventory | | 70 | | | | 4 | | | | — | | | — | |
| Litigation settlements | | 14 | | | | 122 | | | | — | | | 1 | |
| Operating income | | $ | 5,135 | | | $ | 2,371 | | | 25 | % | | 13 | % |
| Semiconductor solutions | | $ | 18,934 | | | $ | 17,491 | | | $ | 1,443 | | | 8 | % |
An excerpt. Shown here: 40 of 194 rewritten, 40 of 178 added and 40 of 106 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2020 filing and the FY2019 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
5 rewritten, 1 added, 2 removed, 9 unchanged
As of November [removed: 3, 2019,] [added: 1, 2020,] we did not have any outstanding foreign exchange forward contracts.
We also seek to mitigate our risk by investing in fixed deposits with various financial institutions and we limit the amount we hold [removed: with any one institution.]
As of November [removed: 3, 2019,] [added: 1, 2020,] we do not believe that we have any material direct or indirect exposure to the European financial markets.
[removed: At] [added: As of] November [removed: 3, 2019,] [added: 1, 2020,] we had [removed: $1,600 million] [added: $5.9 billion] of outstanding term loans, which are subject to floating interest rates.
A 1% change in the interest rate would affect interest expense on our term loans by approximately [removed: $16] [added: $59] million over the next 12 months.
with any one institution.
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Item 1. BUSINESS
71 rewritten, 60 added, 49 removed, 188 unchanged
Ltd. (formerly Broadcom Limited), a Singapore [removed: company (“Broadcom-Singapore”),] [added: company,] as a result of our redomiciliation to the United States on April 4, [removed: 2018 (the “Redomiciliation Transaction”).][added: 2018.]
Our over 50-year history of innovation dates back to our diverse origins from Hewlett-Packard Company, AT&T, LSI Corporation, Broadcom Corporation (“BRCM”), Brocade Communications Systems LLC (“Brocade”), CA, Inc. (“CA”) and Symantec [removed: Corporation.][added: Enterprise Security.]
Many of the largest companies in the world, including most of the Fortune [removed: 500] [added: 500,] and many government [removed: agencies,] [added: agencies] rely on our [removed: enterprise and mainframe] software [added: solutions] to help manage and secure their on-premise and hybrid cloud environments.
Our portfolio of mainframe and [removed: enterprise] [added: BizOps] software solutions enables customers to leverage the benefits of agility, automation, insights and security in managing business processes and technology investments.
On November 4, 2019, we completed the purchase of certain assets and assumed certain liabilities of the Symantec Corporation [removed: (now known as NortonLifeLock Inc.)] Enterprise Security business (the “Symantec Business”) for [removed: approximately] $10.7 billion in cash, on a cash-free, debt-free [removed: basis (the “Symantec Asset Purchase”), subject to delayed closings in certain non-U.S. jurisdictions, in accordance with the terms of the Asset Purchase Agreement (as amended or supplemented) we entered into with Symantec on August 8, 2019.][added: basis.]
The addition of the Symantec Business significantly [removed: expands] [added: expanded] our infrastructure software solutions as we continue to build one of the world’s leading infrastructure technology companies.
We updated our organizational structure [removed: for] [added: during] the fiscal year ended November [removed: 3, 2019] [added: 1, 2020] (“fiscal year [removed: 2019”),] [added: 2020”),] resulting in [removed: three] [added: two] reportable segments: semiconductor [removed: solutions, infrastructure software] [added: solutions] and [removed: IP licensing.][added: infrastructure software.]
Our semiconductor solutions segment [removed: will continue to include] [added: includes] all of our semiconductor solution product lines, as well as our IP licensing.
Our infrastructure software segment [removed: will include] [added: includes] our [removed: mainframe] [added: mainframe, BizOps] and [removed: enterprise] [added: cyber security] software solutions, [added: and] our FC SAN [removed: business and the Symantec Business.][added: business.]
*Management’s Discussion and Analysis of Financial Condition and Results of Operations* and Note [removed: 12.][added: 13.]
For fiscal year [removed: 2019,] [added: ended November 3, 2019 (“fiscal year 2019”),] net revenue included contributions from CA commencing on November 5, 2018, which are included in the infrastructure software segment.
Examples of these materials used in our products are gallium arsenide (“GaAs”) and indium [removed: phosphide,] [added: phosphide] (“InP”).
We provide semiconductor solutions for managing the movement of data in data center, telecom, [removed: enterprise,] [added: enterprise] and embedded networking applications.
We provide a broad variety of RF semiconductor devices, wireless connectivity solutions and custom touch controllers for [removed: mobile applications.][added: the wireless market.]
We also provide semiconductor solutions for enabling the set-top box and broadband access [removed: markets] [added: applications] 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 [removed: solid state] [added: solid-state] drives.
[added: Industrial End Markets:] We also provide a broad variety of products for the general industrial and automotive markets.
The table below presents our [removed: major] [added: material] semiconductor product families and their major [added: end markets and] applications during fiscal year [removed: 2019.][added: 2020.]
| [added: | | |] Major [removed: Applications] [added: End Markets] | [added: | |] Major [added: Applications | | | Material] Product Families | [added: | |]
| [added: | | | Broadband | | |] • Set-top Box (“STB”) and Broadband Access | [added: | |] • STB SoCs | [added: | |]
| | [added: | | | | | | | |] • Cable, digital subscriber line (“DSL”) and passive optical networking (“PON”) central office/consumer premise equipment (“CO/CPE”) SoCs | [added: | |]
| | [added: | | | | | | | |] • Wireless local area network (“WLAN”) access point SoCs | [added: | |]
| [added: | | | Networking | | |] • Data center, Telecom, Enterprise and Embedded Networking | [added: | |] • Ethernet switching and routing [removed: application specific standard product (“ASSP”)] [added: merchant silicon] | [added: | |]
| | [added: | | | | | | | |] • Embedded processors and controllers | [added: | |]
| | [added: | | | | | | | |] • Serializer/Deserializer (“SerDes”), application specific integrated circuits (“ASICs”) | [added: | |]
| | [added: | | | | | | | |] • Optical and copper, physical layer (“PHYs”) | [added: | |]
| | [added: | | | | | | | |] • Fiber optic transmitter and receiver components | [added: | |]
| [added: | | | Wireless | | |] • Mobile handsets | [added: | |] • RF front end modules [removed: (FEMs),] [added: (“FEMs”),] filters, power amplifiers | [added: | |]
| | [added: | | | | | | | |] • Wi-Fi, Bluetooth, global positioning system/global navigation satellite system (“GPS/GNSS”) SoCs | [added: | |]
| | [added: | | | | | | | |] • Custom touch controllers | [added: | |]
| [added: | | | Storage | | |] • Servers and storage systems | [added: | |] • Serial attached small computer system interface (“SAS”) and redundant array of independent disks (“RAID”) controllers and adapters | [added: | |]
| | [added: | | | | | | | |] • Peripheral component interconnect express (“PCIe”) switches | [added: | |]
| | [added: | | | | | | | |] • Fibre channel host bus adapters (“HBA”) | [added: | |]
| [added: | | | | | |] • Hard disk drives (“HDD”); [removed: Solid state] [added: Solid-state] drives (“SSD”) | [added: | |] • Read channel based SoCs; Custom flash controllers | [added: | |]
| | [added: | | | | | | | |] • Preamplifiers | [added: | |]
| [added: | | | Industrial | | |] • Power isolation, power conversion and renewable energy systems | [added: | |] • Optocouplers | [added: | |]
| [added: | | | | | |] • Factory automation, in-car infotainment and renewable energy systems | [added: | |] • Industrial fiber optics | [added: | |]
| [added: | | | | | |] • Motor controls and factory automation | [added: | |] • Motion control encoders and subsystems | [added: | |]
| [added: | | | | | |] • Displays and lighting | [added: | |] • Light emitting diode (“LEDs”) | [added: | |]
We also offer a family of GPS, assisted-GPS [removed: (“A-GPS”)] and GNSS semiconductor products, software and data services.
An HDD SoC is an integrated circuit [removed: (“IC”)] that combines the functionality of a read channel, serial interface, memory and a hard disk controller in a small, high-performance, low-power and cost-effective package.
Our Symantec cyber security solutions portfolio, include endpoint, network, information and identity security solutions.
For fiscal year 2020, net revenue included contributions from Symantec Business commencing on November 4, 2019, which are included in the infrastructure software segment.
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We also provide industrial fiber optics, motion encoders and LED products.
Broadcom mainframe software solutions, which consist of security and infrastructure management solutions, help enterprises embrace open tools and technologies, integrate their mainframe into their cloud infrastructures and speed software delivery with the next generation of cross-platform innovations.
We combine advanced technology solutions with creative, value-add programs that help foster skills development, inform strategy and planning, and provide flexibility in licensing fees.
This unique approach, rooted in a deep commitment to partnership with our customers, is designed to fuel our customers’ productivity, boost operational efficiency, advance enterprise security, and support our customers’ overall business success.
Our Symantec cyber security software solutions span endpoint, network, information and identity security, helping customers secure identities and information stored wherever the data resides, including on mobile devices, in the cloud and on-premises.
Through our Symantec Integrated Cyber Defense platform, we provide a unified approach that allows customers to protect, defend and respond to sophisticated attacks across endpoints, identities, and infrastructure, whether on-premises, in the cloud, or hybrid.
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| | | | Mainframe Software | | | • Solutions for DevOps, AIOps and cyber security that accelerate enterprise innovation | | | • Operational Analytics & management | | |
| | | | | | | | | | • Database & Database Management | | |
| | | | | | | | | | • Application Development & Testing | | |
| | | | | | | | | | • Compliance & Data Protection | | |
| | | | | | | | | | • Security Insights | | |
| | | | BizOps | | | • Connects business operations and technology functions | | | • ValueOps | | |
| | | | | | | | | | • DevOps | | |
| | | | | | | | | | • AIOps | | |
| | | | Symantec Cyber Security | | | • Comprehensive threat protection and compliance to secure users’ identities and their information | | | • Endpoint Security | | |
| | | | | | | | | | • Network Security | | |
| | | | | | | | | | • Information Security | | |
| | | | | | | | | | • Identity Security | | |
| | | | Payment Authentication | | | • Software designed to reduce Card Not Present and prevent e-commerce fraud, while improving user experience. | | | • Payment Security Suite | | |
Operational Analytics & Management*:* These solutions combine big data, machine learning and artificial intelligence (“AI”) with mainframe expertise to deliver meaningful and actionable insights to augment and automate day-to-day operations and deliver exceptional customer experiences.
Automation: These solutions reduce manual effort by enabling customers to proactively optimize resources and orchestrate automation across enterprise applications and systems.
Databases & Database Management*:* These high-performance databases and management tools store, organize, and manage mainframe data to ensure optimal performance, efficient administration, and reliability of critical systems.
Application Development & Testing*:* These solutions enable customers to accelerate software delivery while increasing code quality through the use of our agile processes and tools, and DevOps solutions.
Our open-first strategy helps customers modernize their mainframe environment through the use of open source and open application programming technologies across people, process, tooling and applications, resulting in greater synergy and alignment with their corporate IT.
Identity & Access Management*:* These solutions manage mainframe access and elevate it with modern practices such as multi-factor authentication, managing access for privileged users, and supporting all external security managers.
Compliance & Data Protection*:* These solutions locate and protect sensitive mainframe data to ensure compliance and identify risk, identify and proactively respond to potential risks and bad actors, and reduce risk and lighten security management load with automated identification and authorization cleanup.
Security Insights Platform*:* This solution helps ensure a trusted environment for customers and their employees by quickly interpreting and assessing mainframe security posture, identifying risks and developing remediation steps on an ongoing and ad hoc basis.
This data is available for use with in-house tools for security information and event management.
ValueOps*:* This solution delivers capabilities that enable customers to optimize flow of value by aligning planned investments to scheduled development work and track deliverables from planning through execution, enabling improved development cycle times, reduced bottlenecks, and faster time to value.
DevOps: This solution offers capabilities 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, and defect trends, and metrics that drive focus, gauge readiness, and help to ensure successful, quality releases.
Following the acquisition of Symantec’s Enterprise Security business, we also offer a cybersecurity solutions portfolio, including data loss prevention, endpoint protection, and web, email and cloud security solutions.
The Symantec Business is an established leader in cybersecurity.
We acquired the Symantec Business to expand our footprint of mission critical infrastructure software with our existing customer base.
The Symantec Business includes a deep and broad mix of products, services and solutions, unifying cloud and on-premises security to provide advanced threat protection and information protection across endpoints, network, email and cloud applications.
The key components of the Symantec Business include:
Data Loss Prevention: Data access governance, activity monitoring, threat detection, and remediation solutions that enable security access to cloud applications.
Endpoint Protection: A single agent architecture that delivers multi-layered security across endpoints - desktop, server, mobile and Internet of Things (“IoT”) - and enables customers to protect enterprise and mobile workforces, regardless of operating system, device or network security approaches.
Network Security: Cloud and on-premises network security solutions, based on an advanced proxy architecture, that provide superior defense against advanced threats, enable users to protect critical business information, and help ensure secure and compliant use of cloud applications and the web.
Email Security: Multiple layers of protection (including threat isolation and advanced analytics) against ransomware, spear phishing, and enterprise email compromise that help to identify targeted attacks and enable users to protect email against user error and data leakage.
Cloud Application Security: Advanced solutions that secure cloud access, cloud infrastructure, and cloud applications, providing in-depth visibility, data security, and threat protection to safeguard users, information and workloads across public and private clouds.
Acquisition of CA, Inc.
On November 5, 2018, we acquired CA for approximately $18.8 billion in cash and assumed $2.25 billion of outstanding unsecured bonds (the “CA Merger”).
We financed the CA Merger with $18 billion in new term loans, as well as cash on hand of the combined companies.
We also assumed all eligible unvested CA equity awards in the transaction.
Following the CA Merger, we sold Veracode, Inc., a subsidiary of CA and provider of application security testing solutions, to Thoma Bravo, LLC for an aggregate purchase price of $950 million.
Beginning with the fiscal year ending November 1, 2020, we will have two reportable segments: semiconductor solutions and infrastructure software.
*All discussions and information in this Annual Report on Form 10-K regarding our business and financial results relate solely to our operations prior to the Symantec Asset Purchase, unless otherwise indicated.*
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Industrial Fiber Optics: For industrial networking, we provide robust optical transceivers using plastic optical fiber that enable high-speed and interoperable networking and factory automation.
Motion Encoders: For industrial motors and robotic motion control, we supply optical encoders, as well as ICs for the controller and decoder functions.
LEDs: For electronic signs and signals, we supply LED assemblies that offer high brightness and stable light output over thousands of hours, enabling us to support traffic signals, large commercial signs and other displays.
Our mainframe software solutions include solutions for the IBM Z® mainframe platform, which runs many of our largest customers’ mission critical business applications.
These software products help customers improve economics by increasing throughput and lowering cost per transaction, increasing business agility through DevOps tooling and processes, increasing reliability and availability of operations through machine intelligence and automation solutions, and protecting enterprise data with security and compliance.
| • Agile defines how work is planned, executed and serviced to deliver rapid value to our customers, and enables customers to plan, deliver, manage and optimize application development and project management. | • Agile Planning |
| | • Project & Portfolio Management |
| • DevOps accelerates software delivery, enabling customers to simplify, automate, and make their processes and applications more robust, and provides customers the flexibility to optimize workloads across mobile, cloud, on-premise, and mainframe environments. | • Continuous Delivery |
| | • Agile Operations |
| | • Application Programming Interface (“API”) Management |
| • Security provides seamless access to the right data designed to minimize the risk of data breaches. | • Application Security |
| | • Payment Security |
Agile Planning: This solution helps customers to collaboratively plan, prioritize and track agile software development at scale using an iterative work cadence that decreases time-to-market, increases product quality and maintains a focus on generating rapid business value.
Project & Portfolio Management: This offering is complementary to Agile Planning, enables customers to collect, prioritize, plan and deliver products, services and customer experiences.
Continuous Delivery: This offering automates the deployment of applications across all stages of their lifecycles enabling the development, testing and release teams to work concurrently and continuously.
Automation: We provide end-to-end automation capabilities that cover service orchestration, workload automation and release automation capabilities, accelerating the entire application delivery process.
Agile Operations: We provide intelligent analytics, comprehensive coverage, and an open, extensible architecture that helps customers correlate end-user, application and infrastructure data from cloud-hosted containers to mainframes.
API Management: This solution facilitates the creation, security and management of APIs through their lifecycle, enabling customers to connect more directly with end-users via mobile apps, cloud platforms and IoT devices.
Application Security: This solution is hosted on a unified application security testing platform and integrates into existing development toolchains.
This enables users to quickly identify and remediate security flaws earlier in the development process and supports the development of high-quality, secure code.
Identity & Access Management: We provide enterprise-grade identity management and governance capabilities, including broad provisioning support for on-premises and cloud-based applications, extensibility and flexibility to integrate with other IT systems and control and monitor the access and activity of privileged users.
An excerpt. Shown here: 40 of 71 rewritten, 40 of 60 added and 40 of 49 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2020 filing and the FY2019 filing.
Item 3. LEGAL PROCEEDINGS
1 rewritten, 0 added, 2 removed, 3 unchanged
The information set forth under Note [removed: 13.][added: 14.]
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Cover and table of contents
49 rewritten, 22 added, 18 removed, 31 unchanged
[removed: Form 10-K][added: Form 10-K]
| (MARK ONE) | | | [added: | | | | | |]
| ☑ | | [added: | | | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]
For the fiscal year [removed: ended November 3, 2019][added: ended November 1, 2020]
| ☐ | | [added: | | | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]
| | | [added: | | | |] Broadcom Inc. | | | | | | | | [added: | | | | | | | | | | | | | | | |]
| Delaware | | [added: | | | |] 1320 Ridder Park Drive | | | | | [added: | | | | | | | | | |] 001-38449 | | [added: | | | |] 35-2617337 | [added: | |]
| (State or Other Jurisdiction [removed: of Incorporation] [added: of Incorporation] or Organization) | | [added: | | | |] San Jose, | [added: | |] CA | | [added: | | | |] 95131-2313 | | [added: | | | |] (Commission File Number) | | [added: | | | |] (I.R.S. [removed: Employer Identification] [added: Employer Identification] No.) | [added: | |]
| | [added: | |] (408) | | [added: | | | |] 433-8000 | | | | | | | [added: | | | | | | | | | | | | | |]
| | [added: | |] (Exact Name of Registrant as Specified in Its Charter Address of Principal Executive [removed: Offices] [added: Offices, Including Zip Code] Registrant’s Telephone Number, Including Area Code) | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |]
| Securities registered pursuant to Section 12(b) of the Act: | | | [added: | | | | | |]
| Title of Each Class | [added: | |] Trading Symbol(s) | [added: | |] Name of Each Exchange on Which Registered | [added: | |]
| Common Stock, $0.001 par value | [added: | |] AVGO | [added: | |] The NASDAQ Global Select Market | [added: | |]
| 8.00% Mandatory Convertible Preferred Stock, Series A, $0.001 par value | [added: | |] AVGOP | [added: | |] The NASDAQ Global Select Market | [added: | |]
| | | [added: | | | |] Securities registered pursuant to Section 12(g) of the Act: None | | | | | [added: | | | | | | | | | |]
Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).
| Large accelerated filer | [added: | |] ☑ | [added: | |] Accelerated filer | [added: | |] ☐ | [added: | |] Non-accelerated filer | [added: | |] ☐ | [added: | |] Smaller reporting company | [added: | |] ☐ | [added: | |] Emerging growth company | [added: | |] ☐ | [added: | |]
The aggregate market value of voting and non-voting common equity held by non-affiliates as of May [removed: 3, 2019,] [added: 1, 2020,] based upon the closing sale price of such shares on The Nasdaq Global Select Market on such date was approximately [removed: $122.7] [added: $101.8] billion.
Information required in response to Part III of this Annual Report on Form 10-K is hereby incorporated by reference from the registrant’s definitive Proxy Statement for its [removed: 2020] [added: 2021] Annual Meeting of Stockholders.
The registrant intends to file its definitive Proxy Statement within 120 days after its fiscal year ended November [removed: 3, 2019.][added: 1, 2020.]
[removed: 2019 ANNUAL] [added: 2020 ANNUAL] REPORT ON FORM 10-K
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| [ITEM [removed: 1A.](#s4E7B0756718351DBBBB3C0DBB8204618)] [added: 1A.](#i0413bde64a4e4f7da46dd2705cf005a8_16)] | [added: | |] [RISK [removed: FACTORS](#s4E7B0756718351DBBBB3C0DBB8204618)] [added: FACTORS](#i0413bde64a4e4f7da46dd2705cf005a8_16)] | [removed: [13](#s4E7B0756718351DBBBB3C0DBB8204618)] | [added: | [13](#i0413bde64a4e4f7da46dd2705cf005a8_16) | | |]
| [ITEM [removed: 1B.](#s64D1D7275CD256EAB49D5E9B67B2D3CB)] [added: 1B.](#i0413bde64a4e4f7da46dd2705cf005a8_28)] | [added: | |] [UNRESOLVED STAFF [removed: COMMENTS](#s64D1D7275CD256EAB49D5E9B67B2D3CB)] [added: COMMENTS](#i0413bde64a4e4f7da46dd2705cf005a8_28)] | [removed: [33](#s64D1D7275CD256EAB49D5E9B67B2D3CB)] | [added: | [32](#i0413bde64a4e4f7da46dd2705cf005a8_28) | | |]
| [ITEM [removed: 2.](#s42CCC0A13073511986B3F0259A6FD3D4)] [added: 2.](#i0413bde64a4e4f7da46dd2705cf005a8_31)] | [removed: [PROPERTIES](#s42CCC0A13073511986B3F0259A6FD3D4)] | [removed: [33](#s42CCC0A13073511986B3F0259A6FD3D4)] | [added: [PROPERTIES](#i0413bde64a4e4f7da46dd2705cf005a8_31) | | | [32](#i0413bde64a4e4f7da46dd2705cf005a8_31) | | |]
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| [ITEM [removed: 4.](#s929AEC69769F5CA1A5E6FF705D6AD0BE)] [added: 4.](#i0413bde64a4e4f7da46dd2705cf005a8_37)] | [added: | |] [MINE SAFETY [removed: DISCLOSURES](#s929AEC69769F5CA1A5E6FF705D6AD0BE)] [added: DISCLOSURES](#i0413bde64a4e4f7da46dd2705cf005a8_37)] | [removed: [33](#s929AEC69769F5CA1A5E6FF705D6AD0BE)] | [added: | [32](#i0413bde64a4e4f7da46dd2705cf005a8_37) | | |]
| [removed: [PART II.](#sD1CA4CC2E78C5259A2F00810E66B27B0)] [added: [PART II.](#i0413bde64a4e4f7da46dd2705cf005a8_40)] | | | [added: | | | | | |]
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| [ITEM [removed: 7.](#s287B0F66BFE65DA1A79B7AA11DE6DE29)] [added: 7.](#i0413bde64a4e4f7da46dd2705cf005a8_49)] | [added: | |] [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#s287B0F66BFE65DA1A79B7AA11DE6DE29)] [added: OPERATIONS](#i0413bde64a4e4f7da46dd2705cf005a8_49)] | [removed: [38](#s287B0F66BFE65DA1A79B7AA11DE6DE29)] | [added: | [36](#i0413bde64a4e4f7da46dd2705cf005a8_49) | | |]
| [ITEM [removed: 7A.](#s323856F1404E5B0293865240170072D5)] [added: 7A.](#i0413bde64a4e4f7da46dd2705cf005a8_85)] | [added: | |] [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#s323856F1404E5B0293865240170072D5)] [added: RISK](#i0413bde64a4e4f7da46dd2705cf005a8_85)] | [removed: [54](#s323856F1404E5B0293865240170072D5)] | [added: | [53](#i0413bde64a4e4f7da46dd2705cf005a8_85) | | |]
| [ITEM [removed: 8.](#s3A69A2E14D515F1DA9D801A80B1BA927)] [added: 8.](#i0413bde64a4e4f7da46dd2705cf005a8_88)] | [added: | |] [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#s3A69A2E14D515F1DA9D801A80B1BA927)] [added: DATA](#i0413bde64a4e4f7da46dd2705cf005a8_88)] | [removed: [55](#s3A69A2E14D515F1DA9D801A80B1BA927)] | [added: | [55](#i0413bde64a4e4f7da46dd2705cf005a8_88) | | |]
| [ITEM [removed: 9.](#sFABC059BB3F9552FB8275C8A393E1574)] [added: 9.](#i0413bde64a4e4f7da46dd2705cf005a8_187)] | [added: | |] [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#sFABC059BB3F9552FB8275C8A393E1574)] [added: DISCLOSURE](#i0413bde64a4e4f7da46dd2705cf005a8_187)] | [removed: [116](#sFABC059BB3F9552FB8275C8A393E1574)] | [added: | [105](#i0413bde64a4e4f7da46dd2705cf005a8_187) | | |]
| [ITEM [removed: 9A.](#s6155BF32E4F35623A9E2374961C9893C)] [added: 9A.](#i0413bde64a4e4f7da46dd2705cf005a8_190)] | [added: | |] [CONTROLS AND [removed: PROCEDURES](#sFABC059BB3F9552FB8275C8A393E1574)] [added: PROCEDURES](#i0413bde64a4e4f7da46dd2705cf005a8_187)] | [removed: [116](#s6155BF32E4F35623A9E2374961C9893C)] | [added: | [105](#i0413bde64a4e4f7da46dd2705cf005a8_190) | | |]
| [ITEM [removed: 9B.](#s5BB2C5132C5251D8B5331EFD0CAF7E3E)] [added: 9B.](#i0413bde64a4e4f7da46dd2705cf005a8_193)] | [added: | |] [OTHER [removed: INFORMATION](#s5BB2C5132C5251D8B5331EFD0CAF7E3E)] [added: INFORMATION](#i0413bde64a4e4f7da46dd2705cf005a8_193)] | [removed: [117](#s5BB2C5132C5251D8B5331EFD0CAF7E3E)] | [added: | [106](#i0413bde64a4e4f7da46dd2705cf005a8_193) | | |]
| [removed: [PART III.](#s88B11C154E965022956A3B704D20B49C)] [added: [PART III.](#i0413bde64a4e4f7da46dd2705cf005a8_196)] | | | [added: | | | | | |]
| [ITEM [removed: 10.](#s2DA50EBE94F35287BCBD77F8F6FEC4C4)] [added: 10.](#i0413bde64a4e4f7da46dd2705cf005a8_199)] | [added: | |] [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#s2DA50EBE94F35287BCBD77F8F6FEC4C4)] [added: GOVERNANCE](#i0413bde64a4e4f7da46dd2705cf005a8_199)] | [removed: [118](#s2DA50EBE94F35287BCBD77F8F6FEC4C4)] | [added: | [107](#i0413bde64a4e4f7da46dd2705cf005a8_199) | | |]
| [ITEM [removed: 11.](#s3AE6AD943C5E5E3E9706EE94CDBBDCF2)] [added: 11.](#i0413bde64a4e4f7da46dd2705cf005a8_202)] | [added: | |] [EXECUTIVE [removed: COMPENSATION](#s3AE6AD943C5E5E3E9706EE94CDBBDCF2)] [added: COMPENSATION](#i0413bde64a4e4f7da46dd2705cf005a8_202)] | [removed: [118](#s3AE6AD943C5E5E3E9706EE94CDBBDCF2)] | [added: | [107](#i0413bde64a4e4f7da46dd2705cf005a8_202) | | |]
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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
As of November 27, 2020, there were 406,713,118 shares of our common stock outstanding.
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| [PART I.](#i0413bde64a4e4f7da46dd2705cf005a8_10) | | | | | | | | |
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| [ITEM 16.](#i0413bde64a4e4f7da46dd2705cf005a8_2257) | | | [FORM 10-K SUMMARY](#i0413bde64a4e4f7da46dd2705cf005a8_2257) | | | [117](#i0413bde64a4e4f7da46dd2705cf005a8_2257) | | |
| [SIGNATURES](#i0413bde64a4e4f7da46dd2705cf005a8_223) | | | | | | [118](#i0413bde64a4e4f7da46dd2705cf005a8_223) | | |
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(Check one):
| | | | | (Do not check if a smaller reporting company) | | | | | |
As of November 29, 2019, the registrant had 397,792,289 shares of its common stock, $0.001 par value per share, outstanding.
| [PART I.](#sD1CABA86655C535CB055B165CE532F58) | | |
| [SIGNATURES](#sB715164DD6195C2E9033D1772730854F) | | [128](#sB715164DD6195C2E9033D1772730854F) |
These factors include risks associated with: our acquisition of Symantec Corporation’s Enterprise Security business (“Symantec Business”), including (1) potential difficulties in employee retention, (2) unexpected costs, charges or expenses, and (3) our ability to successfully integrate the Symantec Business and achieve the anticipated benefits of the transaction; any loss of our significant customers and fluctuations in the timing and volume of significant customer demand; our dependence on contract manufacturing and outsourced supply chain; our dependency on a limited number of suppliers; global economic conditions and concerns; international political and economic conditions; any acquisitions we may make, such as delays, challenges and expenses associated with receiving governmental and regulatory approvals and satisfying other closing conditions, and with integrating acquired companies with our existing businesses and our ability to achieve the growth prospects and synergies expected by such acquisitions, including our recent acquisition of the Symantec Business; government regulations and trade restrictions; our significant indebtedness, including the additional indebtedness that we incurred in connection with the Symantec Business acquisition and the need to generate sufficient cash flows to service and repay such debt; dependence on and risks associated with distributors and resellers of our products; dependence on senior management and our ability to attract and retain qualified personnel; involvement in legal and administrative proceedings; quarterly and annual fluctuations in our operating results; our ability to accurately estimate customers’ demand and adjust our manufacturing and supply chain accordingly; cyclicality in the semiconductor industry or in our target markets; our competitive performance and ability to continue achieving design wins with our customers, as well as the timing of any design wins; prolonged disruptions of our or our contract manufacturers' manufacturing facilities or other significant operations; our ability to improve our manufacturing efficiency and quality; our dependence on outsourced service providers for certain key business services and their ability to execute to our requirements; our ability to maintain or improve gross margin; our ability to protect our intellectual property and the unpredictability of any associated litigation expense; compatibility of our software products with operating environments, platforms or third-party products; our ability to enter into satisfactory software license agreements; sales to our government clients; availability of third party software used in our products; use of open source code sources in our products; any expense or reputational damage associated with resolving customer product warranty and indemnification claims; market acceptance of the end products into which our products are designed; our ability to sell to new types of customers and to keep pace with technological advances; our compliance with privacy and data security laws; our ability to protect against a breach of security systems; changes in accounting standards; fluctuations in foreign exchange rates; our provision for income taxes and overall cash tax costs, legislation that may impact our overall cash tax costs and our ability to maintain tax concessions in certain jurisdictions; and other events and trends on a national, regional and global scale, including those of a political, economic, business, competitive and regulatory nature.
All of the forward-looking statements in this Annual Report on Form 10-K are qualified in their entirety by reference to the factors listed above and those discussed under the heading “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K.
We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you.
In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this Annual Report on Form 10-K may not in fact occur.
We undertake no intent or obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as otherwise required by law.
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An excerpt. Shown here: 40 of 49 rewritten, all 22 added and all 18 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2020 filing and the FY2019 filing.
Item 1B. UNRESOLVED STAFF COMMENTS
0 rewritten, 0 added, 2 removed, 1 unchanged
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Item 2. PROPERTIES
4 rewritten, 6 added, 8 removed, 4 unchanged
As of November [removed: 3, 2019,] [added: 1, 2020,] our owned and leased facilities in excess of 100,000 square feet consisted of:
| (Square Feet) | | [added: | | | |] United States | | | [added: | | |] Other Countries | | | [added: | | |] Total | | [added: |]
| 1 Includes [removed: 37,352 square feet of property owned in Singapore subject to a 30-year land lease with the state authority expiring in September 2029, subject to renewal at our option. Also 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, respectively, subject to renewal at our option. | | | | | | | | | | [added: | | | | | | | | | | |]
| 2 Building leases expire on varying dates through March 2038 and generally include renewals at our option. | | | | | | | | | | [added: | | | | | | | | | | |]
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| Owned facilities 1 | | | | | | 2,477,165 | | | | | | 928,888 | | | | | | 3,406,053 | | |
| Leased facilities 2 | | | | | | 1,679,198 | | | | | | 1,111,330 | | | | | | 2,790,528 | | |
| Total facilities | | | | | | 4,156,363 | | | | | | 2,040,218 | | | | | | 6,196,581 | | |
| _______________ | | | | | | | | | | | | | | | | | | | | |
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| Owned facilities 1 | | 2,590,766 | | | 1,067,895 | | | 3,658,661 | |
| Leased facilities 2 | | 1,646,583 | | | 740,152 | | | 2,386,735 | |
| Total facilities | | 4,237,349 | | | 1,808,047 | | | 6,045,396 | |
| _______________ | | | | | | | | | |
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Item 4. MINE SAFETY DISCLOSURES
0 rewritten, 0 added, 2 removed, 2 unchanged
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Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER SALE AND PURCHASES OF EQUITY SECURITIES
12 rewritten, 7 added, 27 removed, 11 unchanged
As of November [removed: 29, 2019,] [added: 27, 2020,] there were [removed: 715] [added: 891] holders of record of our common stock.
On December [removed: 10, 2019,] [added: 8, 2020,] our Board of Directors declared a quarterly cash dividend of [removed: $3.25] [added: $3.60] per share, payable on December 31, [removed: 2019] [added: 2020] to common stockholders of record on December [removed: 23, 2019.][added: 21, 2020.]
Broadcom paid aggregate cash dividends [removed: and distributions] of [removed: $4,235] [added: $5,235] million and [removed: $2,998] [added: $4,235] million [added: to common stockholders] in fiscal years [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.
[removed: (a) We also] [added: During the fiscal quarter ended November 1, 2020, we] paid approximately [removed: $154] [added: $185] million in employee withholding taxes due upon the vesting [removed: of, and related to] [added: of] net settled equity awards.
We withheld approximately 1 million shares of common stock from employees in connection with such net share settlement at an average price of [removed: $287.90] [added: $360.62] per share.
These shares may be deemed to be “issuer purchases” of [removed: shares and are not included in this table.][added: shares.]
The following graph shows a comparison of cumulative total return for our common stock, the Standard & Poor’s 500 Stock Index (the “S&P 500 [removed: Index”),] [added: Index”) and] the NASDAQ 100 [removed: Index, and the Philadelphia Semiconductor] Index [removed: (the “PHLX Semiconductor Index”)] for the five fiscal years ended November [removed: 3, 2019.][added: 1, 2020.]
The total return graph and table assume that $100 was invested on October [removed: 31, 2014] [added: 30, 2015] (the last trading day of our fiscal year [removed: 2014)] [added: 2015)] in each of Broadcom Inc. common stock, the S&P 500 [removed: Index, the NASDAQ 100] Index and the [removed: PHLX Semiconductor] [added: NASDAQ 100] Index and assume [added: that] all dividends are reinvested.
Among Broadcom Inc., the S&P 500 [removed: Index, the NASDAQ 100] Index and the [removed: PHLX Semiconductor] [added: NASDAQ 100] Index
[removed: ][added: ]
| | | [removed: November 2, 2014] | | | | November 1, 2015 | | | | [added: | |] October 30, 2016 | | | | [added: | |] October 29, 2017 | | | | [added: | |] November 4, 2018 | | | | [added: | |] November 3, 2019 | | | [added: | | | November 1, 2020 | | |]
The information required by this item regarding securities authorized for issuance under equity compensation plans is incorporated herein by reference to the definitive Proxy Statement for our [removed: 2020] [added: 2021] annual meeting of stockholders to be filed with the SEC within 120 days after the end of fiscal year [removed: 2019.][added: 2020.]
Dividends
The declaration and payment of any future cash dividends are at the discretion and approval of our Board of Directors and subject to our Board of Directors’ continuing determination that they are in our best interests.
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| Broadcom Inc. | | | | | | $ | 100.00 | | | | | $ | 139.26 | | | | | $ | 211.88 | | | | | $ | 190.15 | | | | | $ | 265.48 | | | | | $ | 327.95 | |
| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 104.52 | | | | | $ | 129.48 | | | | | $ | 139.29 | | | | | $ | 160.12 | | | | | $ | 173.97 | |
| NASDAQ 100 Index | | | | | | $ | 100.00 | | | | | $ | 104.71 | | | | | $ | 136.97 | | | | | $ | 155.18 | | | | | $ | 183.88 | | | | | $ | 251.37 | |
Dividends and Distributions
On December 5, 2018, our Board of Directors authorized an increase to our previously authorized $12 billion stock repurchase program to a total of $18 billion.
This authorization ended on November 3, 2019.
The following table presents details of our various repurchases during the fiscal quarter ended November 3, 2019:
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| Period | | Total Number of Shares Purchased (a) | | | Average Price per Share | | | | Total Number of Shares Purchased as Part of Publicly Announced Plan (a) | | | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plan | | |
| | | (In millions, except per share data) | | | | | | | | | | | | |
| August 5, 2019 — September 1, 2019 | | 1 | | | $ | 276.60 | | | 1 | | | $ | 5,454 | |
| September 2, 2019 — September 29, 2019 | | 1 | | | $ | 288.09 | | | 1 | | | $ | 5,307 | |
| September 30, 2019 — November 3, 2019 | | — | | | $ | — | | | — | | | $ | — | |
| Total | | 2 | | | $ | 280.39 | | | 2 | | | | | |
Repurchases under our stock repurchase program were effected through a variety of methods, including open market or privately negotiated purchases in compliance with Rule 10b-18 promulgated under the Exchange Act, which included purchases under plans complying with Rule 10b5-1 of the Exchange Act.
The timing and number of shares of common stock repurchased depended on a variety of factors, including price, general business and market conditions and alternative investment opportunities.
We were not obligated to repurchase any specific number of shares of common stock.
______________________________
The PHLX Semiconductor Index was presented as a comparison in our 2018 Annual Report on Form 10-K stock performance graph.
We have added the NASDAQ 100 Index as we consider it to be more representative than the PHLX Semiconductor Index.
The NASDAQ 100 Index includes the largest domestic and international non-financial companies listed on The NASDAQ Stock Market based on market capitalization.
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| Broadcom Inc. | | $ | 100.00 | | | $ | 144.55 | | | $ | 201.30 | | | $ | 306.27 | | | $ | 274.86 | | | $ | 383.76 | |
| S&P 500 Index | | $ | 100.00 | | | $ | 105.20 | | | $ | 109.96 | | | $ | 136.22 | | | $ | 146.54 | | | $ | 168.44 | |
| NASDAQ 100 Index | | $ | 100.00 | | | $ | 113.14 | | | $ | 118.47 | | | $ | 154.97 | | | $ | 175.57 | | | $ | 208.03 | |
| PHLX Semiconductor Index | | $ | 100.00 | | | $ | 105.91 | | | $ | 133.45 | | | $ | 209.43 | | | $ | 209.14 | | | $ | 291.03 | |
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| --- | --- |
Item 6. SELECTED FINANCIAL DATA
14 rewritten, 43 added, 22 removed, 1 unchanged
The following table sets forth the selected consolidated financial data [added: as of and] for [added: the last five fiscal years of] Broadcom and should be read in conjunction with our annual consolidated financial statements and related notes and information included under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report on Form 10-K.
| | | [added: | | | |] Fiscal Year Ended (1) | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]
| | | [added: | | | |] November [added: 1, 2020 | | | | | | November] 3, 2019 | | | | [added: | |] November 4, 2018 | | | | [added: | |] October 29, 2017 | | | | [added: | |] October 30, 2016 | | | [removed: | November 1, 2015 | | |]
| | | [added: | | | |] (In millions, except per share data) | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]
| Total net revenue [removed: (3)] [added: (2)] | | [added: | | | |] $ | [removed: 22,597] [added: 23,888] | | | [added: | |] $ | [removed: 20,848] [added: 22,597] | | | [added: | |] $ | [removed: 17,636] [added: 20,848] | | | [added: | |] $ | [removed: 13,240] [added: 17,636] | | | [added: | |] $ | [removed: 6,824] [added: 13,240] | |
| Income (loss) from continuing operations [added: (3) (4)] | | [added: | | | |] $ | [removed: 2,736] [added: 2,961] | | | [added: | |] $ | [removed: 12,629] [added: 2,736] | | | [added: | |] $ | [removed: 1,790] [added: 12,629] | | | [added: | |] $ | [removed: (1,749] [added: 1,790] | [removed: )] | | [added: | |] $ | [removed: 1,391] [added: (1,749)] | |
| Income (loss) per [added: common] share from continuing operations [added: - diluted (3) (4)] | | [added: | | | |] $ | [removed: 6.46] [added: 6.33] | | | [added: | |] $ | [removed: 28.48] [added: 6.46] | | | [added: | |] $ | [removed: 4.03] [added: 28.48] | | | [added: | |] $ | [removed: (4.57] [added: 4.03] | [removed: )] | | [added: | |] $ | [removed: 4.95] [added: (4.57)] | |
| Cash dividends declared and paid per [added: common] share | | [added: | | | |] $ | [removed: 10.60] [added: 13.00] | | | [added: | |] $ | [removed: 7.00] [added: 10.60] | | | [added: | |] $ | [removed: 4.08] [added: 7.00] | | | [added: | |] $ | [removed: 1.94] [added: 4.08] | | | [added: | |] $ | [removed: 1.55] [added: 1.94] | |
| Cash and cash equivalents | | [added: | | | |] $ | [removed: 5,055] [added: 7,618] | | | [added: | |] $ | [removed: 4,292] [added: 5,055] | | | [added: | |] $ | [removed: 11,204] [added: 4,292] | | | [added: | |] $ | [removed: 3,097] [added: 11,204] | | | [added: | |] $ | [removed: 1,822] [added: 3,097] | |
| Total assets | | [added: | | | |] $ | [removed: 67,493] [added: 75,933] | | | [added: | |] $ | [removed: 50,124] [added: 67,493] | | | [added: | |] $ | [removed: 54,418] [added: 50,124] | | | [added: | |] $ | [removed: 49,966] [added: 54,418] | | | [added: | |] $ | [removed: 10,515] [added: 49,966] | |
| Debt and [removed: capital] [added: finance] lease obligations | | [added: | | | |] $ | [removed: 32,798] [added: 41,062] | | | [added: | |] $ | [removed: 17,493] [added: 32,798] | | | [added: | |] $ | [removed: 17,569] [added: 17,493] | | | [added: | |] $ | [removed: 13,642] [added: 17,569] | | | [added: | |] $ | [removed: 3,872] [added: 13,642] | |
[removed: | (1) | Our] [added: (1)Our] fiscal year ends on the Sunday closest to October 31 in a 52-week year and on the first Sunday in November in a 53-week year. [removed: Our fiscal year ended November 4, 2018 was a 53-week fiscal year. All other fiscal years presented included 52 weeks. |]
[removed: | (2) | On November 5, 2018, we acquired CA for total consideration of approximately $18.8 billion. On November 17, 2017, we acquired Brocade for total consideration of approximately $6.0 billion. On February 1, 2016, we acquired BRCM for total consideration of approximately $35.7 billion. On May 5, 2015, we acquired Emulex Corporation for total consideration of approximately $587 million.] Our financial statements included the results of operations of the acquired companies and estimated fair value of assets acquired and liabilities assumed commencing as of their respective acquisition dates. [removed: |]
[removed: | (3) | During fiscal year 2019, we adopted Topic 606.] Periods prior to fiscal year 2019 [removed: are] [added: were] presented in accordance with Accounting Standards Codification 605, Revenue Recognition. [removed: Refer to Note 3. “Revenue from Contracts with Customers” included in Part II, Item 8. for additional information on our adoption of Topic 606. |]
On November 4, 2019, we acquired the Symantec Business for total consideration of $10.7 billion.
On November 5, 2018, we acquired CA for total consideration of $18.8 billion.
On November 17, 2017, we acquired Brocade for total consideration of $6.0 billion.
On February 1, 2016, we acquired BRCM for total consideration of $35.7 billion.
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| Income (loss) per common share from continuing operations - basic (3) (4) | | | | | | $ | 6.62 | | | | | $ | 6.80 | | | | | $ | 29.37 | | | | | $ | 4.19 | | | | | $ | (4.46) | |
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Our fiscal year ended November 4, 2018 was a 53-week fiscal year.
All other fiscal years presented included 52 weeks.
(2)During fiscal year 2019, we adopted ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”).
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| Summary of Five Year Selected Financial Data | | | | | | | | | | | | | | | | | | | | |
| Statement of Operations Data: (2) | | | | | | | | | | | | | | | | | | | | |
| Gross margin (4) (5) | | $ | 12,483 | | | $ | 10,733 | | | $ | 8,509 | | | $ | 5,940 | | | $ | 3,550 | |
| Operating expenses (4) (5) (6) | | $ | 9,039 | | | $ | 5,598 | | | $ | 6,138 | | | $ | 6,356 | | | $ | 1,935 | |
| Income (loss) from continuing operations before income taxes | | $ | 2,226 | | | $ | 4,545 | | | $ | 1,825 | | | $ | (1,107 | ) | | $ | 1,467 | |
| Provision for (benefit from) income taxes (7) | | $ | (510 | ) | | $ | (8,084 | ) | | $ | 35 | | | $ | 642 | | | $ | 76 | |
| Net income (loss) | | $ | 2,724 | | | $ | 12,610 | | | $ | 1,784 | | | $ | (1,861 | ) | | $ | 1,364 | |
| Net income (loss) attributable to common stock | | $ | 2,695 | | | $ | 12,259 | | | $ | 1,692 | | | $ | (1,739 | ) | | $ | 1,364 | |
| Diluted income (loss) per share: | | | | | | | | | | | | | | | | | | | | |
| Loss per share from discontinued operations | | (0.03 | | ) | | (0.04 | | ) | | (0.01 | | ) | | (0.29 | | ) | | (0.10 | | ) |
| Net income (loss) per share | | $ | 6.43 | | | $ | 28.44 | | | $ | 4.02 | | | $ | (4.86 | ) | | $ | 4.85 | |
| | | (In millions) | | | | | | | | | | | | | | | | | | |
| Balance Sheet Data: (2) | | | | | | | | | | | | | | | | | | | | |
| Total equity | | $ | 24,970 | | | $ | 26,657 | | | $ | 23,186 | | | $ | 21,876 | | | $ | 4,714 | |
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| --- | --- |
| (4) | We incurred acquisition-related costs and restructuring charges which were presented as part of both cost of products sold and operating expenses. Restructuring charges primarily reflect actions taken to implement planned cost reduction and restructuring activities in connection with each acquisition. |
| (5) | During fiscal year 2019, we adopted Accounting Standards Update 2017-07 *Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost* using a permitted practical expedient that uses the amounts disclosed in the pension and other post-retirement benefit plans note for the prior comparative periods as the estimation basis for applying the retrospective presentation requirements. As a result of the adoption of this standard, gross margin and operating expenses have been restated for prior fiscal years presented, as applicable. |
| (6) | In connection with our acquisition of CA in fiscal year 2019, amortization of acquisition-related intangible assets increased $1,357 million contributing to 39% of the overall increase in operating expenses for fiscal year 2019. In connection with our acquisition of BRCM in fiscal year 2016, amortization of acquisition-related intangible assets increased $1,624 million contributing to over 30% of the overall increase in operating expenses for fiscal year 2016. |
| (7) | Our benefit from income taxes for fiscal year 2019 was primarily due to the recognition of gross uncertain tax benefits as a result of audit settlements in various jurisdictions and excess tax benefits from stock-based awards that vested or were exercised during the year. Our benefit from income taxes for fiscal year 2018 was primarily a result of the enactment of the 2017 Tax Reform Act and the Redomiciliation Transaction. For fiscal years 2017, 2016, and 2015, our provision for income taxes fluctuated mainly due to changes in the jurisdictional mix of income. |
An excerpt. Shown here: all 14 rewritten, 40 of 43 added and all 22 removed. The counts are complete. For every sentence, read Item 6. SELECTED FINANCIAL DATA in the FY2020 filing and the FY2019 filing.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
849 rewritten, 579 added, 527 removed, 627 unchanged
| | [added: | |] Page | [added: | |]
| [Report of Independent Registered Public Accounting [removed: Firm](#s73CE713D067158F1AB7D0221A83E2B1D)] [added: Firm](#i0413bde64a4e4f7da46dd2705cf005a8_94)] | [removed: [56](#s73CE713D067158F1AB7D0221A83E2B1D)] | [added: | [56](#i0413bde64a4e4f7da46dd2705cf005a8_94) | | |]
| [Consolidated Balance [removed: Sheets](#sF33916A944555E17B84FED568724D504)] [added: Sheets](#i0413bde64a4e4f7da46dd2705cf005a8_97)] | [removed: [59](#sF33916A944555E17B84FED568724D504)] | [added: | [57](#i0413bde64a4e4f7da46dd2705cf005a8_97) | | |]
| [Consolidated Statements of [removed: Operations](#s46A90A9E5791525CA7479928AAB2A6B8)] [added: Operations](#i0413bde64a4e4f7da46dd2705cf005a8_103)] | [removed: [60](#s46A90A9E5791525CA7479928AAB2A6B8)] | [added: | [58](#i0413bde64a4e4f7da46dd2705cf005a8_103) | | |]
| [Consolidated Statements of Comprehensive [removed: Income](#sA39F3B5FC2055A9291726ECD9E992969)] [added: Income](#i0413bde64a4e4f7da46dd2705cf005a8_106)] | [removed: [61](#sA39F3B5FC2055A9291726ECD9E992969)] | [added: | [59](#i0413bde64a4e4f7da46dd2705cf005a8_106) | | |]
| [Consolidated Statements of Cash [removed: Flows](#s0E0644E43E605567BC7F00ADF346C61F)] [added: Flows](#i0413bde64a4e4f7da46dd2705cf005a8_109)] | [removed: [62](#s0E0644E43E605567BC7F00ADF346C61F)] | [added: | [60](#i0413bde64a4e4f7da46dd2705cf005a8_109) | | |]
| [Consolidated Statements of [removed: Equity](#sFE30350670C753C8B1B1972C7AA1AF7D)] [added: Equity](#i0413bde64a4e4f7da46dd2705cf005a8_112)] | [removed: [63](#sFE30350670C753C8B1B1972C7AA1AF7D)] | [added: | [61](#i0413bde64a4e4f7da46dd2705cf005a8_112) | | |]
| [Notes to Consolidated Financial [removed: Statements](#s851FF0B87F4757B896F283B0D3EF6EFC)] [added: Statements](#i0413bde64a4e4f7da46dd2705cf005a8_118)] | [removed: [64](#s851FF0B87F4757B896F283B0D3EF6EFC)] | [added: | [62](#i0413bde64a4e4f7da46dd2705cf005a8_118) | | |]
| [Supplementary Financial Data — Quarterly Data [removed: (Unaudited)](#s8D3A7510B60355E2AC04BB739AB943AC)] [added: (Unaudited)](#i0413bde64a4e4f7da46dd2705cf005a8_181)] | [removed: [115](#s8D3A7510B60355E2AC04BB739AB943AC)] | [added: | [104](#i0413bde64a4e4f7da46dd2705cf005a8_181) | | |]
| [Schedule II — Valuation and Qualifying [removed: Accounts](#s14411AA679B756FDB591792204980250)] [added: Accounts](#i0413bde64a4e4f7da46dd2705cf005a8_184)] | [removed: [116](#s14411AA679B756FDB591792204980250)] | [added: | [105](#i0413bde64a4e4f7da46dd2705cf005a8_184) | | |]
We have audited the accompanying consolidated balance sheets of Broadcom Inc. and its subsidiaries (the “Company”) as of November [removed: 3, 2019] [added: 1, 2020] and November [removed: 4, 2018,] [added: 3, 2019,] and the related consolidated statements of operations, of comprehensive income, of equity and of cash flows for each of the three years in the period ended November [removed: 3, 2019,] [added: 1, 2020,] including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).
We also have audited the Company's internal control over financial reporting as of November [removed: 3, 2019,] [added: 1, 2020,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of November [removed: 3, 2019] [added: 1, 2020] and November [removed: 4, 2018,] [added: 3, 2019,] and the results of its operations and its cash flows for each of the three years in the period ended November [removed: 3, 2019] [added: 1, 2020] in conformity with accounting principles generally accepted in the United States of America.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of November [removed: 3, 2019,] [added: 1, 2020,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.
A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and [added: dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and]
[removed: dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and] expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]
*Valuation of Developed Technology and Customer Contracts and Related Relationships Intangible Assets Acquired [removed: in the CA, Inc. Acquisition*][added: - Symantec Corporation Enterprise Security Business*]
As described in Notes 2 and 4 to the consolidated financial statements, the Company completed the [removed: acquisition] [added: purchase] of [removed: CA, Inc. during fiscal] [added: certain assets and assumption of certain liabilities of the Symantec Corporation Enterprise Security business on November 4,] 2019 for [removed: net consideration of $16,094 million,] [added: $10.7 billion in cash,] of which [removed: $4,957 million] [added: $2.9 billion] of finite-lived developed technology and [removed: $4,190 million] [added: $2.4 billion] of finite-lived customer contracts and related relationships intangible assets were recorded.
[removed: As disclosed by management, significant] [added: Significant] estimates and assumptions in estimating the fair value of the developed technology and the customer contracts and related relationships include future expected cash flows from product sales, customer contracts and acquired technologies, revenue growth rate, customer [removed: ramp up] [added: ramp-up] period, technology obsolescence rates, and discount rates.
The principal considerations for our determination that performing procedures relating to the valuation of the developed technology and [added: the] customer contracts and [added: related] relationships intangible assets acquired in the [removed: CA, Inc.] [added: Symantec Corporation Enterprise Security business] acquisition is a critical audit matter are (i) [removed: there was] a high degree of auditor judgment and subjectivity in [removed: applying our] [added: performing] procedures relating to the fair value measurement of the developed technology and the customer contracts and related relationships due to the significant judgment by management when developing these estimates, (ii) [added: the] significant audit effort [removed: was required] in [removed: assessing] [added: evaluating] the significant assumptions relating to the valuation of the developed technology and the customer contracts and related [removed: relationships, which include] [added: relationships related to] the revenue growth rate, the [removed: technology obsolescence rates, the] customer ramp-up period, [added: the technology obsolescence rates,] and the discount rates, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the developed technology and the customer contracts and related relationships and controls over development of the assumptions related to the [removed: valuation of the developed technology and the customer contracts and related relationships including the] revenue growth rate, the [removed: technology obsolescence rates, the] customer ramp-up period, [added: the technology obsolescence rates,] and the discount rates.
These procedures also included, among others, reading the purchase agreement and testing management’s process for determining the fair value of these intangible assets, including evaluating the appropriateness of the valuation methods, testing the completeness and accuracy of [removed: underlying data,] [added: data used in the methods,] and evaluating the reasonableness of the significant [removed: assumptions, which include] [added: assumptions related to] the revenue growth rate, the [removed: technology obsolescence rates, the] customer ramp-up period, [added: the technology obsolescence rates,] and the discount rates.
Evaluating the reasonableness of the revenue growth [removed: rate, the technology obsolescence rates,] [added: rate] and the customer ramp-up period involved considering the past performance of the [removed: acquiree, benchmarking of peer companies and, for the revenue growth rate,] [added: acquired business and] industry data.
Professionals with specialized skill and knowledge were used to assist [removed: us] in evaluating the appropriateness of valuation methods and the reasonableness of the [removed: discount rates and] [added: customer ramp-up period,] the technology obsolescence [added: rates, and the discount] rates.
| | | [added: | | | |] November [added: 1, 2020 | | | | | | November] 3, 2019 | | | | [added: | |] November 4, 2018 | | |
| | | [added: | | | |] (In millions, except par value) | | | | | | | [added: | |]
| ASSETS | | | | | | | | | [added: | | | | | |]
| Current assets: | | | | | | | | | [added: | | | | | |]
| Cash and cash equivalents | | [added: | | | |] $ | [removed: 5,055] [added: 7,618] | | | [added: | |] $ | [removed: 4,292] [added: 5,055] | |
| Trade accounts receivable, net | | [removed: 3,259] | | | | [removed: 3,325] [added: 2,297] | | | [added: | | | 3,259 | | |]
| Inventory | | [removed: 874] | | | | [removed: 1,124] [added: 1,003] | | | [added: | | | 874 | | |]
| Other current assets | | [removed: 729] | | | | [removed: 366] [added: 977] | | | [added: | | | 729 | | |]
| Total current assets | | [removed: 9,917] | | | | [removed: 9,107] [added: 11,895] | | | [added: | | | 9,917 | | |]
| Long-term assets: | | | | | | | | | [added: | | | | | |]
| Property, plant and equipment, net | | [removed: 2,565] | | | | [removed: 2,635] [added: 2,509] | | | [added: | | | 2,565 | | |]
| Goodwill | | [removed: 36,714] | | | | [removed: 26,913] [added: 43,447] | | | [added: | | | 36,714 | | |]
| Intangible assets, net | | [removed: 17,554] | | | | [removed: 10,762] [added: 16,782] | | | [added: | | | 17,554 | | |]
| Other long-term assets | | [removed: 743] | | | | [removed: 707] [added: 1,300] | | | [added: | | | 743 | | |]
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*Change in Accounting Principle*
As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in fiscal 2020.
Evaluating the reasonableness of the technology obsolescence rates involved considering the past performance of the acquired business and benchmarking of peer companies.
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| Payment of dividends and distributions | | | | | | (5,534) | | | | | | (4,235) | | | | | | (2,998) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fair value of partially vested equity awards assumed in connection with an acquisition | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | — | | | | | | 1 | | |
| Dividends to preferred stockholders | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (297) | | | | | | — | | | | | | (297) | | | | | | — | | | | | | (297) | | |
| Balance as of November 1, 2020 | | | | | | — | | | | | | $ | — | | | | | 4 | | | | | | $ | — | | | | | 407 | | | | | | $ | — | | | | | $ | 23,982 | | | | | $ | — | | | | | $ | (108) | | | | | $ | 23,874 | | | | | $ | — | | | | | $ | 23,874 | |
1.
We offer a cyber security solutions portfolio, including endpoint, network, information and identity security solutions.
We also offer mission critical fibre channel storage area networking (“FC SAN”) products and related software in the form of modules, switches and subsystems incorporating multiple semiconductor products.
Certain reclassifications have been made to the consolidated statement of cash flows for fiscal year 2019.
These reclassifications have no impact on previously reported operating, investing or financing cash flows.
Reclassifications have also been made to segment operating income.
Segment results from prior years have been recast to conform to the current presentation.
See Note 13.
These reclassifications have no impact on previously reported consolidated operating income.
2.
The inputs into certain of these estimates and assumptions include the consideration of the economic impact of the COVID-19 pandemic.
As the impact of the COVID-19 pandemic continues to develop, many of these estimates could require increased judgment and carry a higher degree of variability and volatility, and may change materially in future periods.
set assumptions specific to each country.
*Derivative instruments.* We use derivative financial instruments, primarily foreign exchange forward contracts, to manage exposure to foreign exchange risk.
Our forward contracts generally mature within three months.
We did not have any outstanding derivative instruments as of November 1, 2020 or November 3, 2019.
*Leases.* We determine if an arrangement is a lease, or contains a lease, at the inception of the arrangement and evaluate whether the lease is an operating lease or a finance lease at the commencement date.
We recognize right-of-use (“ROU”) assets and lease liabilities for operating and finance leases with terms greater than 12 months.
ROU assets represent our right to use an asset for the lease term, while lease liabilities represent our obligation to make lease payments.
Operating and finance lease ROU assets and liabilities 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.
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As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded CA, Inc. from its assessment of internal control over financial reporting as of November 3, 2019, because it was acquired by the Company in a purchase business combination during 2019.
We have also excluded CA, Inc. from our audit of internal control over financial reporting.
CA, Inc. is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 3% and 15%, respectively, of the related consolidated financial statement amounts as of and for the year ended November 3, 2019.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
*Uncertain Tax Positions (“UTPs”)*
As described in Notes 2 and 11 to the consolidated financial statements, the gross unrecognized tax benefits balance was $4,422 million as of November 3, 2019.
As management has disclosed, management evaluates the exposure associated with various tax filing positions and accrues an income tax liability when such positions do not meet the more-likely-than-not threshold for recognition.
A tax benefit from an UTP may be recognized when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits.
The principal considerations for our determination that performing procedures relating to the UTPs is a critical audit matter are (i) there was significant judgment by management when evaluating the technical merits of these tax positions, (ii) significant auditor judgment, subjectivity, and effort was required in understanding the relevant information and evaluating the technical merits of the tax positions, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
These procedures included testing the effectiveness of controls relating to the identification and recognition of the income tax liability for UTPs, including controls addressing completeness of the UTPs as well as controls over the measurement of the income tax liability.
These procedures also included, among others, (i) testing management’s process for identifying potential new UTPs and evaluating possible outcomes for each UTP selected for testing, and (ii) testing the calculation of the liability for UTPs by jurisdiction, including management’s assessment of the technical merits of tax positions and estimates of the amount of tax benefit expected to be sustained for each UTP selected for testing.
Professionals with specialized skill and knowledge were used to assist in the evaluation of the completeness and measurement of the Company’s UTPs, including the reasonableness of management’s assessment of whether certain tax positions are more-likely-than-not of being sustained and the amount of potential benefit to be realized, and the application of relevant tax laws.
December 20, 2019
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| Cost of revenue: | | | | | | | | | | | | |
| Cash flows from operating activities: | | | | | | | | | | | | |
| Non-cash portion of debt extinguishment loss | | — | | | | — | | | | 166 | | |
| Cash flows from investing activities: | | | | | | | | | | | | |
| Proceeds from sales and maturities of investments | | 5 | | | | 54 | | | | 200 | | |
| Cash flows from financing activities: | | | | | | | | | | | | |
| Dividend and distribution payments on common stock and exchangeable limited partnership units | | (4,235 | | ) | | (2,998 | | ) | | (1,745 | | ) |
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| Balance as of October 30, 2016 | | 23 | | | $ | — | | | — | | | $ | — | | | 398 | | | $ | — | | | $ | 19,241 | | | $ | (215 | ) | | $ | (134 | ) | | $ | 18,892 | | | $ | 2,984 | | | $ | 21,876 | |
| Distribution by Broadcom Cayman L.P. on exchangeable limited partnership units | | — | | | — | | | | — | | | — | | | | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | (77 | | ) | | (77 | | ) |
| Exchange of exchangeable limited partnership units for common stock and redemption of preferred stock due to the Redomiciliation Transaction | | (22 | ) | | — | | | | — | | | — | | | | 22 | | | — | | | | 3,162 | | | | — | | | | — | | | | 3,162 | | | | (3,162 | | ) | | — | | |
*Derivative instruments.* We are subject to foreign currency risks for transactions denominated in foreign currencies, primarily the Singapore Dollar, Israeli Shekel, Euro, Japanese Yen and Indian Rupee.
Therefore, we enter into foreign exchange forward contracts to manage financial exposures resulting from the changes in the exchange rates of these foreign currencies.
These contracts are designated at inception as hedges of the related foreign currency exposures, which include committed and forecasted revenue and expense transactions that are denominated in currencies other than the functional currency of the subsidiary which has the exposure.
We exclude time value from the measurement of effectiveness.
To achieve hedge accounting, contracts must reduce the foreign currency exchange rate risk otherwise inherent in the amount and duration of the hedged exposures and comply with established risk management policies; our hedging contracts generally mature within three months.
We designate our forward contracts as either cash flow or fair value hedges.
These amounts are then reclassified and recognized in net income when either the forecasted transaction affects earnings or it becomes probable the forecasted transaction will not occur.
Changes in the value of derivative instruments not designated as hedges are recognized in other income, net, in our consolidated statements of operations.
We did not have any outstanding foreign exchange forward contracts as of November 3, 2019 or November 4, 2018.
An excerpt. Shown here: 40 of 849 rewritten, 40 of 579 added and 40 of 527 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2020 filing and the FY2019 filing.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
0 rewritten, 0 added, 2 removed, 1 unchanged
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Item 9A. CONTROLS AND PROCEDURES
9 rewritten, 2 added, 5 removed, 11 unchanged
Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of [removed: Broadcom’s] [added: our] disclosure controls and procedures as of November [removed: 3, 2019.][added: 1, 2020.]
Based on the evaluation of our disclosure controls and procedures as of November [removed: 3, 2019,] [added: 1, 2020,] our CEO and CFO concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
[removed: | • |] [added: -] pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets; [removed: |]
[removed: | • |] [added: -] provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of us are being made only in accordance with authorizations of management and directors; and [removed: |]
[removed: | • |] [added: -] provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. [removed: |]
Our management assessed the effectiveness of our internal control over financial reporting as of November [removed: 3, 2019.][added: 1, 2020.]
In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in *Internal Control-Integrated Framework* (2013)*.* Based on this assessment, our management concluded that, as of November [removed: 3, 2019,] [added: 1, 2020,] our internal control over financial reporting is effective based on those criteria.
The effectiveness of our internal control over financial reporting, as of November [removed: 3, 2019] [added: 1, 2020] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included in Part II, Item 8.
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fourth quarter ended November [removed: 3, 2019] [added: 1, 2020] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Although we have modified our workplace practices globally due to the COVID-19 pandemic, resulting in most of our employees working remotely, this has not meaningfully affected our internal controls over financial reporting.
We are continually monitoring and assessing the COVID-19 situation on our internal controls to minimize the impact on their design and operating effectiveness.
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| --- | --- |
Our evaluation of the effectiveness of our internal control over financial reporting as of November 3, 2019 did not include the internal controls of CA, Inc. (“CA”).
We excluded CA from our assessment of internal control over financial reporting as of November 3, 2019 because it was acquired in a business combination in November 2018.
CA is a subsidiary of ours whose total assets represented 3% and total revenues represented 15% of the related consolidated financial statement amounts as of and for the year ended November 3, 2019.
Item 9B. OTHER INFORMATION
0 rewritten, 0 added, 2 removed, 2 unchanged
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Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 rewritten, 0 added, 2 removed, 2 unchanged
The information regarding our [removed: directors, executive officers] [added: directors] and [removed: compliance with Section 16(a) of the Exchange Act,] [added: executive officers,] set forth in the sections entitled “Proposal 1 — Election of Directors,” “Executive [removed: Officers,” “Corporate Governance”] [added: Officers”] and [removed: “Section 16(a) Beneficial Ownership Reporting Compliance,”] [added: “Corporate Governance,”] in our definitive Proxy Statement for our [removed: 2020] [added: 2021] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of our [removed: 2019] [added: 2020] fiscal year pursuant to General Instruction G(3) to Form 10-K is hereby incorporated by reference in this section.
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Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 2 removed, 1 unchanged
The information regarding executive compensation required by this Item 11 set forth in the sections entitled “Director Compensation”, “Compensation Discussion and Analysis,” “Executive Compensation,” “Compensation Committee Report” and “Corporate Governance — Compensation Committee Interlocks and Insider Participation" in our definitive Proxy Statement for our [removed: 2020] [added: 2021] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of our [removed: 2019] [added: 2020] fiscal year pursuant to General Instruction G(3) to Form 10-K is hereby incorporated by reference in this section.
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Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
1 rewritten, 0 added, 2 removed, 0 unchanged
The information regarding security ownership of certain beneficial owners and management and related stockholder matters required by this Item 12 set forth in the section entitled [removed: “Security] [added: “Stockholder Information — Security] Ownership of Certain Beneficial Owners, Directors and Executive Officers” and “Equity Compensation Plan Information” in our definitive Proxy Statement for our [removed: 2020] [added: 2021] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of our [removed: 2019] [added: 2020] fiscal year pursuant to General Instruction G(3) to Form 10-K is hereby incorporated by reference in this section.
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Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 2 removed, 0 unchanged
The information regarding certain relationships, related transactions and director independence required by this Item 13 set forth in the sections entitled “Corporate Governance” and “Certain Relationships and Related Party Transactions” in our definitive Proxy Statement for our [removed: 2020] [added: 2021] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of our [removed: 2019] [added: 2020] fiscal year pursuant to General Instruction G(3) to Form 10-K is hereby incorporated by reference in this section.
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| --- | --- |
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
1 rewritten, 0 added, 2 removed, 1 unchanged
The information regarding principal accounting fees and services required by this Item 14 set forth in the proposal relating to the re-appointment of our independent registered public accounting firm in our definitive Proxy Statement for our [removed: 2020] [added: 2021] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of our [removed: 2019] [added: 2020] fiscal year pursuant to General Instruction G(3) to Form 10-K is hereby incorporated by reference in this section.
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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
134 rewritten, 60 added, 55 removed, 13 unchanged
| | [added: | |] Page | [added: | |]
| [Reports of Independent Registered Public Accounting [removed: Firm](#s73CE713D067158F1AB7D0221A83E2B1D)] [added: Firm](#i0413bde64a4e4f7da46dd2705cf005a8_94)] | [removed: [56](#s73CE713D067158F1AB7D0221A83E2B1D)] | [added: | [56](#i0413bde64a4e4f7da46dd2705cf005a8_94) | | |]
| [Consolidated Balance [removed: Sheets](#sF33916A944555E17B84FED568724D504)] [added: Sheets](#i0413bde64a4e4f7da46dd2705cf005a8_97)] | [removed: [59](#sF33916A944555E17B84FED568724D504)] | [added: | [57](#i0413bde64a4e4f7da46dd2705cf005a8_97) | | |]
| [Consolidated Statements of [removed: Operations](#s46A90A9E5791525CA7479928AAB2A6B8)] [added: Operations](#i0413bde64a4e4f7da46dd2705cf005a8_103)] | [removed: [60](#s46A90A9E5791525CA7479928AAB2A6B8)] | [added: | [58](#i0413bde64a4e4f7da46dd2705cf005a8_103) | | |]
| [Consolidated Statements of Comprehensive [removed: Income](#sA39F3B5FC2055A9291726ECD9E992969)] [added: Income](#i0413bde64a4e4f7da46dd2705cf005a8_106)] | [removed: [61](#sA39F3B5FC2055A9291726ECD9E992969)] | [added: | [59](#i0413bde64a4e4f7da46dd2705cf005a8_106) | | |]
| [Consolidated Statements of Cash [removed: Flows](#s0E0644E43E605567BC7F00ADF346C61F)] [added: Flows](#i0413bde64a4e4f7da46dd2705cf005a8_109)] | [removed: [62](#s0E0644E43E605567BC7F00ADF346C61F)] | [added: | [60](#i0413bde64a4e4f7da46dd2705cf005a8_109) | | |]
| [Consolidated Statements of [removed: Equity](#sFE30350670C753C8B1B1972C7AA1AF7D)] [added: Equity](#i0413bde64a4e4f7da46dd2705cf005a8_112)] | [removed: [63](#sFE30350670C753C8B1B1972C7AA1AF7D)] | [added: | [61](#i0413bde64a4e4f7da46dd2705cf005a8_112) | | |]
| [Notes to Consolidated Financial [removed: Statements](#s851FF0B87F4757B896F283B0D3EF6EFC)] [added: Statements](#i0413bde64a4e4f7da46dd2705cf005a8_118)] | [removed: [64](#s851FF0B87F4757B896F283B0D3EF6EFC)] | [added: | [62](#i0413bde64a4e4f7da46dd2705cf005a8_118) | | |]
The financial statement schedule of the Registrant and its subsidiaries for fiscal years [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] required by Item 15(a) (Schedule II, Valuation and Qualifying Accounts) is included in Item 8 of this Annual Report on Form 10-K:
| [Schedule II - Valuation and Qualifying [removed: Accounts](#s14411AA679B756FDB591792204980250)] [added: Accounts](#i0413bde64a4e4f7da46dd2705cf005a8_184)] | [removed: [116](#s14411AA679B756FDB591792204980250)] | [added: | [105](#i0413bde64a4e4f7da46dd2705cf005a8_184) | | |]
| Exhibit No. | | | | [added: | | | | | | | |] Incorporated by Referenced Herein | | | | [removed: Filed Herewith] | [added: | | | | | | | Filed Herewith | | |]
| | [added: | |] Description | | [added: | | | |] Form | | [added: | | | |] Filing Date | | | | [added: | | | | | | | |]
| 2.1# | | [added: | | | |] [Agreement and Plan of Merger, dated [removed: May 28, 2015,] [added: as of July 11, 2018,] by and among [removed: Pavonia Limited, Avago Technologies Limited, Safari Cayman L.P., Avago Technologies Cayman Holdings Ltd., Avago Technologies Cayman Finance Limited, Buffalo CS Merger Sub,] [added: Broadcom,] Inc., [removed: Buffalo UT Merger Sub, Inc.] [added: Collie Acquisition Corp.] and [removed: Broadcom Corporation.](http://www.sec.gov/Archives/edgar/data/1441634/000119312515206881/d935068dex21.htm)] [added: CA, Inc.](http://www.sec.gov/Archives/edgar/data/1730168/000119312518216419/d431012dex21.htm)] | | [removed: Avago Technologies Limited] [added: | | | | Broadcom Inc.] Current Report on Form 8-K (Commission File No. [removed: 001-34428)] [added: 001-38449)] | | [removed: May 29, 2015] | | | [added: | July 12, 2018 | | | | | | | | |]
| [removed: 2.2] [added: 2.2#] | | [removed: [Amendment No. 1 to Agreement and Plan of Merger,] [added: | | | | [Asset Purchase Agreement,] dated [removed: July 29, 2015,] [added: as of August 8, 2019,] by and between [removed: Avago Technologies Limited and] Broadcom [removed: Corporation.](http://www.sec.gov/Archives/edgar/data/1441634/000119312515273091/d79283dex21.htm)] [added: Inc. and Symantec Corporation.](http://www.sec.gov/Archives/edgar/data/1730168/000119312519217369/d790567dex21.htm)] | | [removed: Avago Technologies Limited] [added: | | | | Broadcom Inc.] Current Report on Form 8-K (Commission File No. [removed: 001-34428)] [added: 001-38449)] | | [removed: July 31, 2015] | | | [added: | August 9, 2019 | | | | | | | | |]
| [removed: 2.3#] [added: 10.4] | | [removed: [Agreement and Plan] [added: | | | | [Form] of [removed: Merger, dated November 2, 2016, by and among Brocade Communications Systems, Inc., Broadcom Limited, Broadcom Corporation and Bobcat Merger Sub, Inc.](http://www.sec.gov/Archives/edgar/data/1649338/000119312516757274/d263506dex21.htm)] [added: Indemnification Agreement (Directors) (effective February 1, 2016).](http://www.sec.gov/Archives/edgar/data/1649338/000119312516446865/d47106dex101.htm)] | | [added: | | | |] Broadcom Limited Current Report on Form [removed: 8-K/A] [added: 8-K12B] (Commission File No. 001-37690) | | [removed: November] [added: | | | | February] 2, 2016 | | | [added: | | | | | |]
| [removed: 2.4#] [added: 10.1] | | [removed: [Agreement and Plan of Merger, dated as] [added: | | | | [Form] of [removed: July 11, 2018, by and among Broadcom, Inc., Collie Acquisition Corp.] [added: Indemnification] and [removed: CA, Inc.](http://www.sec.gov/Archives/edgar/data/1730168/000119312518216419/d431012dex21.htm)] [added: Advancement Agreement (effective April 4, 2018).](http://www.sec.gov/Archives/edgar/data/1730168/000119312518107559/d562806dex101.htm)] | | [added: | | | |] Broadcom Inc. Current Report on Form [removed: 8-K] [added: 8-K12B] (Commission File No. [removed: 001-34889)] [added: 001-38449)] | | [removed: July 12,] [added: | | | | April 4,] 2018 | | | [added: | | | | | |]
| [removed: 2.5#] [added: 10.76+] | | [removed: [Asset Purchase Agreement, dated as of August 8, 2019, by and between Broadcom Inc. and Symantec Corporation.](http://www.sec.gov/Archives/edgar/data/1730168/000119312519217369/d790567dex21.htm)] | | [added: | | [Letter](http://www.sec.gov/Archives/edgar/data/1730168/000119312520315010/d71178dex104.htm) [](http://www.sec.gov/Archives/edgar/data/1730168/000119312520315010/d71178dex104.htm)[Agreement](http://www.sec.gov/Archives/edgar/data/1730168/000119312520315010/d71178dex104.htm) [dated](http://www.sec.gov/Archives/edgar/data/1730168/000119312520315010/d71178dex104.htm) [December](http://www.sec.gov/Archives/edgar/data/1730168/000119312520315010/d71178dex104.htm) [](http://www.sec.gov/Archives/edgar/data/1730168/000119312520315010/d71178dex104.htm)[8,](http://www.sec.gov/Archives/edgar/data/1730168/000119312520315010/d71178dex104.htm) [](http://www.sec.gov/Archives/edgar/data/1730168/000119312520315010/d71178dex104.htm)[2020,](http://www.sec.gov/Archives/edgar/data/1730168/000119312520315010/d71178dex104.htm) [between](http://www.sec.gov/Archives/edgar/data/1730168/000119312520315010/d71178dex104.htm) [Broadcom](http://www.sec.gov/Archives/edgar/data/1730168/000119312520315010/d71178dex104.htm) [](http://www.sec.gov/Archives/edgar/data/1730168/000119312520315010/d71178dex104.htm)[Inc.](http://www.sec.gov/Archives/edgar/data/1730168/000119312520315010/d71178dex104.htm) [](http://www.sec.gov/Archives/edgar/data/1730168/000119312520315010/d71178dex104.htm)[and](http://www.sec.gov/Archives/edgar/data/1730168/000119312520315010/d71178dex104.htm) [](http://www.sec.gov/Archives/edgar/data/1730168/000119312520315010/d71178dex104.htm)[Kirsten](http://www.sec.gov/Archives/edgar/data/1730168/000119312520315010/d71178dex104.htm) [](http://www.sec.gov/Archives/edgar/data/1730168/000119312520315010/d71178dex104.htm)[M.](http://www.sec.gov/Archives/edgar/data/1730168/000119312520315010/d71178dex104.htm) [](http://www.sec.gov/Archives/edgar/data/1730168/000119312520315010/d71178dex104.htm)[Spears.](http://www.sec.gov/Archives/edgar/data/1730168/000119312520315010/d71178dex104.htm) | | | | | |] Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | [removed: August 9, 2019] | | | [added: | December 10, 2020 | | | | | | | | |]
| 3.1 | | [added: | | | |] [Amended and Restated Certificate of Incorporation](http://www.sec.gov/Archives/edgar/data/1730168/000119312518107559/d562806dex31.htm). | | [added: | | | |] Broadcom Inc. Current Report on Form 8-K12B (Commission File No. 001-38449) | | [added: | | | |] April 4, 2018 | | | [added: | | | | | |]
| 3.2 | | [added: | | | |] [Certificate of Designation of the 8.00% Mandatory Convertible Preferred Stock, Series A.](http://www.sec.gov/Archives/edgar/data/1730168/000119312519258822/d779141dex31.htm) | | [added: | | | |] Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | [added: | | | |] September 30, 2019 | | | [added: | | | | | |]
| 3.3 | | [added: | | | |] [Amended and Restated Bylaws.](http://www.sec.gov/Archives/edgar/data/1730168/000119312518107559/d562806dex32.htm) | | [added: | | | |] Broadcom Inc. Current Report on Form 8-K12B (Commission File No. 001-38449) | | [added: | | | |] April 4, 2018 | | | [added: | | | | | |]
| 4.1 | | [added: | | | |] [Form of Common Stock Certificate.](http://www.sec.gov/Archives/edgar/data/1730168/000173016818000019/ex41formofstockcertificate.htm) | | [added: | | | |] Broadcom Inc. Quarterly Report on Form 10-Q (Commission File No. [removed: 001-34889)] [added: 001-38449)] | | [added: | | | |] June 14, 2018 | | | [added: | | | | | |]
| 4.2 | | [added: | | | |] [Form of Certificate of the 8.00% Mandatory Convertible Preferred Stock, Series A (included in Exhibit 3.2).](http://www.sec.gov/Archives/edgar/data/1730168/000119312519258822/d779141dex31.htm) | | [added: | | | |] Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | [added: | | | |] September 30, 2019 | | | [added: | | | | | |]
| 4.3 | | [added: | | | |] [Description of Common [removed: Stock](https://www.sec.gov/Archives/edgar/data/1730168/000173016819000144/ex43descriptionofcommo.htm)] [added: Stock](http://www.sec.gov/Archives/edgar/data/1730168/000173016819000144/ex43descriptionofcommo.htm).] | | | | | | [removed: X] [added: Broadcom Inc. Annual Report on Form 10-K (Commission File No. 001-38449)] | [added: | | | | | December 20, 2019 | | | | | | | | |]
| 4.4 | | [added: | | | |] [Description of 8.00% Mandatory Convertible Preferred Stock, Series [removed: A](https://www.sec.gov/Archives/edgar/data/1730168/000173016819000144/ex44descriptionofprefe.htm)] [added: A](http://www.sec.gov/Archives/edgar/data/1730168/000173016819000144/ex44descriptionofprefe.htm).] | | | | | | [removed: X] [added: Broadcom Inc. Annual Report on Form 10-K (Commission File No. 001-38449)] | [added: | | | | | December 20, 2019 | | | | | | | | |]
| 4.5 | | [added: | | | |] [Indenture, dated as of January 19, 2017, by and among the Broadcom Corporation and Broadcom Cayman Finance Limited (“Co-Issuers”), the [removed: Company, Broadcom Cayman L.P., and BC Luxembourg S.à r.l. (the “Guarantors”)] [added: guarantors] and Wilmington Trust, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1649338/000119312517013399/d332675dex41.htm) | | [added: | | | |] Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690) | | [added: | | | |] January 20, 2017 | | | [added: | | | | | |]
| 4.6 | | [added: | | | |] [Supplement Indenture to the January 2017 Indenture, dated as of April 9, 2018.](http://www.sec.gov/Archives/edgar/data/1730168/000119312518111706/d562929dex41.htm) | | [added: | | | |] Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-34889) | | [added: | | | |] April 9, 2018 | | | [added: | | | | | |]
| 4.7 | | [added: | | | |] [Second Supplement Indenture to the January 2017 Indenture, dated as of January 25, 2019.](http://www.sec.gov/Archives/edgar/data/1730168/000119312519017097/d684347dex41.htm) | | [added: | | | |] Broadcom Inc. Current Report on Form 8-K (Commission File No. [removed: 001-34889)] [added: 001-38449)] | | [added: | | | |] January 25, 2019 | | | [added: | | | | | |]
| 4.8 | | [added: | | | |] [Form of 2.375% Senior Note due 2020 (included in Exhibit 4.5).](http://www.sec.gov/Archives/edgar/data/1649338/000119312517013399/d332675dex41.htm) | | [added: | | | |] Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690) | | [added: | | | |] January 20, 2017 | | | [added: | | | | | |]
| 4.9 | | [added: | | | |] [Form of 3.000% Senior Note due 2022 (included in Exhibit 4.5).](http://www.sec.gov/Archives/edgar/data/1649338/000119312517013399/d332675dex41.htm) | | [added: | | | |] Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690) | | [added: | | | |] January 20, 2017 | | | [added: | | | | | |]
| 4.10 | | [added: | | | |] [Form of 3.625% Senior Note due 2024 (included in Exhibit 4.5).](http://www.sec.gov/Archives/edgar/data/1649338/000119312517013399/d332675dex41.htm) | | [added: | | | |] Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690) | | [added: | | | |] January 20, 2017 | | | [added: | | | | | |]
| 4.11 | | [added: | | | |] [Form of 3.875% Senior Note due 2027 (included in Exhibit 4.5).](http://www.sec.gov/Archives/edgar/data/1649338/000119312517013399/d332675dex41.htm) | | [added: | | | |] Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690) | | [added: | | | |] January 20, 2017 | | | [added: | | | | | |]
| 4.12 | | [added: | | | |] [Indenture, dated as of October 17, 2017, by and among the Co-Issuers, [removed: the Company and Broadcom Cayman L.P., (the “October Guarantors”) and] [added: the](http://www.sec.gov/Archives/edgar/data/1649338/000119312517311851/d472495dex41.htm) [gu](http://www.sec.gov/Archives/edgar/data/1649338/000119312517311851/d472495dex41.htm)[ar](http://www.sec.gov/Archives/edgar/data/1649338/000119312517311851/d472495dex41.htm)[antors](http://www.sec.gov/Archives/edgar/data/1649338/000119312517311851/d472495dex41.htm) [](http://www.sec.gov/Archives/edgar/data/1649338/000119312517311851/d472495dex41.htm)[and] Wilmington Trust, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1649338/000119312517311851/d472495dex41.htm) | | [added: | | | |] Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690) | | [added: | | | |] October 17, 2017 | | | [added: | | | | | |]
| 4.13 | | [added: | | | |] [Supplement Indenture to October 2017 Indenture, dated as of April 9, 2018.](http://www.sec.gov/Archives/edgar/data/1730168/000119312518111706/d562929dex42.htm) | | [added: | | | |] Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | [added: | | | |] April 9, 2018 | | | [added: | | | | | |]
| 4.14 | | [added: | | | |] [Second Supplement Indenture to October 2017 Indenture, dated as of January 25, 2019.](http://www.sec.gov/Archives/edgar/data/1730168/000119312519017097/d684347dex42.htm) | | [added: | | | |] Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | [added: | | | |] January 25, 2019 | | | [added: | | | | | |]
| 4.15 | | [added: | | | |] [Form of 2.200% Senior Note due 2021 (included in Exhibit 4.12).](http://www.sec.gov/Archives/edgar/data/1649338/000119312517311851/d472495dex41.htm) | | [added: | | | |] Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690) | | [added: | | | |] October 17, 2017 | | | [added: | | | | | |]
| 4.16 | | [added: | | | |] [Form of 2.650% Senior Note due 2023 (included in Exhibit 4.12).](http://www.sec.gov/Archives/edgar/data/1649338/000119312517311851/d472495dex41.htm) | | [added: | | | |] Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690) | | [added: | | | |] October 17, 2017 | | | [added: | | | | | |]
| 4.17 | | [added: | | | |] [Form of 3.125% Senior Note due 2025 (included in Exhibit 4.12).](http://www.sec.gov/Archives/edgar/data/1649338/000119312517311851/d472495dex41.htm) | | [added: | | | |] Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690) | | [added: | | | |] October 17, 2017 | | | [added: | | | | | |]
| 4.18 | | [added: | | | |] [Form of 3.500% Senior Note due 2028 (included in Exhibit 4.12).](http://www.sec.gov/Archives/edgar/data/1649338/000119312517311851/d472495dex41.htm) | | [added: | | | |] Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690) | | [added: | | | |] October 17, 2017 | | | [added: | | | | | |]
| 4.19 | | [added: | | | |] [Indenture, dated as of April 5, 2019, by and among the [removed: Company, the Guarantors] [added: Company,](http://www.sec.gov/Archives/edgar/data/1730168/000119312519099260/d719856dex41.htm) [as Issuer,](http://www.sec.gov/Archives/edgar/data/1730168/000119312519099260/d719856dex41.htm) [Broadcom Techn](http://www.sec.gov/Archives/edgar/data/1730168/000119312519099260/d719856dex41.htm)[ologies Inc., Broadcom Corporation] and [added: Broadcom Cayman Finance](http://www.sec.gov/Archives/edgar/data/1730168/000119312519099260/d719856dex41.htm) [Limited](http://www.sec.gov/Archives/edgar/data/1730168/000119312519099260/d719856dex41.htm) [(](http://www.sec.gov/Archives/edgar/data/1730168/000119312519099260/d719856dex41.htm)[the](http://www.sec.gov/Archives/edgar/data/1730168/000119312519099260/d719856dex41.htm) [“](http://www.sec.gov/Archives/edgar/data/1730168/000119312519099260/d719856dex41.htm)[2019](http://www.sec.gov/Archives/edgar/data/1730168/000119312519099260/d719856dex41.htm) [Guarantors](http://www.sec.gov/Archives/edgar/data/1730168/000119312519099260/d719856dex41.htm)[”](http://www.sec.gov/Archives/edgar/data/1730168/000119312519099260/d719856dex41.htm)[)](http://www.sec.gov/Archives/edgar/data/1730168/000119312519099260/d719856dex41.htm)[,](http://www.sec.gov/Archives/edgar/data/1730168/000119312519099260/d719856dex41.htm) [and] Wilmington Trust, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1730168/000119312519099260/d719856dex41.htm) | | [added: | | | |] Broadcom Inc. Current Report on Form 8-K (Commission File No. [removed: 001-34889)] [added: 001-38449)] | | [added: | | | |] April 5, 2019 | | | [added: | | | | | |]
| 4.20 | | [added: | | | |] [Form of 3.125% Senior Note due 2021 (included in Exhibit 4.19).](http://www.sec.gov/Archives/edgar/data/1730168/000119312519099260/d719856dex41.htm) | | [added: | | | |] Broadcom Inc. Current Report on Form 8-K (Commission File No. [removed: 001-34889)] [added: 001-38449)] | | [added: | | | |] April 5, 2019 | | | [added: | | | | | |]
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| 2.3# | | | | | | [APA Letter Agreement, dated as of October 1, 2020, by and between Broadcom Inc. and NortonLifeLock Inc.](https://www.sec.gov/Archives/edgar/data/1730168/000173016820000226/ex23apaletteragreementdate.htm) | | | | | | | | | | | | | | | | | | X | | |
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| Exhibit No. | | | | | | | | | | | | Incorporated by Referenced Herein | | | | | | | | | | | | Filed Herewith | | |
| | | | Description | | | | | | Form | | | | | | Filing Date | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| Exhibit No. | | | | | | | | | | | | Incorporated by Referenced Herein | | | | | | | | | | | | Filed Herewith | | |
| | | | Description | | | | | | Form | | | | | | Filing Date | | | | | | | | | | | |
| 4.26 | | | | | | [Indenture, dated as of April 9, 2020, by and among the Company, as Issuer, Broadcom Technologies Inc. and Broadcom Corporation (the “2020 Guarantors”), and Wilmington Trust, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1730168/000119312520102580/d823740dex41.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | April 9, 2020 | | | | | | | | |
| 4.27 | | | | | | [Form of 4.700% Senior Notes due 2025 (included in Exhibit 4.26).](http://www.sec.gov/Archives/edgar/data/1730168/000119312520102580/d823740dex41.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | April 9, 2020 | | | | | | | | |
| 4.28 | | | | | | [Form of 5.000% Senior Notes due 20](http://www.sec.gov/Archives/edgar/data/1730168/000119312520102580/d823740dex41.htm)[30](http://www.sec.gov/Archives/edgar/data/1730168/000119312520102580/d823740dex41.htm) [(included in Exhibit 4.26).](http://www.sec.gov/Archives/edgar/data/1730168/000119312520102580/d823740dex41.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | April 9, 2020 | | | | | | | | |
| 4.29 | | | | | | [Registration Rights Agreement, dated as of April 9, 2020, by and among the Company, the 2020 Guarantors and J.P. Morgan Securities LLC, as representative of the several initial purchasers of the April 2020 Senior Notes.](http://www.sec.gov/Archives/edgar/data/1730168/000119312520102580/d823740dex44.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | April 9, 2020 | | | | | | | | |
| 4.30 | | | | | | [Indenture, dated as of May 8, 2020, by and among the Company, as Issuer, the 2020 Guarantors, and Wilmington Trust, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1730168/000119312520137528/d921783dex41.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | May 8, 2020 | | | | | | | | |
| 4.31 | | | | | | [Form of 2.250% Senior Notes due 2023 (included in Exhibit 4.30).](http://www.sec.gov/Archives/edgar/data/1730168/000119312520137528/d921783dex41.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | May 8, 2020 | | | | | | | | |
| 4.32 | | | | | | [Form of 3.150% Senior Notes due 202](http://www.sec.gov/Archives/edgar/data/1730168/000119312520137528/d921783dex41.htm)[5](http://www.sec.gov/Archives/edgar/data/1730168/000119312520137528/d921783dex41.htm) [(included in Exhibit 4.30).](http://www.sec.gov/Archives/edgar/data/1730168/000119312520137528/d921783dex41.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | May 8, 2020 | | | | | | | | |
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| Exhibit No. | | | | | | | | | | | | Incorporated by Referenced Herein | | | | | | | | | | | | Filed Herewith | | |
| | | | Description | | | | | | Form | | | | | | Filing Date | | | | | | | | | | | |
| 4.33 | | | | | | [Form of 4.150% Senior Notes due 20](http://www.sec.gov/Archives/edgar/data/1730168/000119312520137528/d921783dex41.htm)[3](http://www.sec.gov/Archives/edgar/data/1730168/000119312520137528/d921783dex41.htm)[0](http://www.sec.gov/Archives/edgar/data/1730168/000119312520137528/d921783dex41.htm) [(included in Exhibit 4.30).](http://www.sec.gov/Archives/edgar/data/1730168/000119312520137528/d921783dex41.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | May 8, 2020 | | | | | | | | |
| 4.34 | | | | | | [Form of 4.300% Senior Notes due 20](http://www.sec.gov/Archives/edgar/data/1730168/000119312520137528/d921783dex41.htm)[32](http://www.sec.gov/Archives/edgar/data/1730168/000119312520137528/d921783dex41.htm) [(included in Exhibit 4.30).](http://www.sec.gov/Archives/edgar/data/1730168/000119312520137528/d921783dex41.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | May 8, 2020 | | | | | | | | |
| 4.35 | | | | | | [Registration Rights Agreement, dated as of May 8, 2020, by and among the Company, the 2020 Guarantors and Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several initial purchasers of the May 2020 Senior Notes.](http://www.sec.gov/Archives/edgar/data/1730168/000119312520137528/d921783dex46.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | May 8, 2020 | | | | | | | | |
| 4.36 | | | | | | [Indenture, dated as of May 21, 2020, by and among the Company, the 2020 Guarantors and Wilmington Trust, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1730168/000119312520148648/d933113dex41.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | May 21, 2020 | | | | | | | | |
| 4.37 | | | | | | [Form of 3.459% Senior Notes due 2026 (included in Exhibit 4.36).](http://www.sec.gov/Archives/edgar/data/1730168/000119312520148648/d933113dex41.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | May 21, 2020 | | | | | | | | |
| 4.38 | | | | | | [Form of 4.110% Senior Notes due 202](http://www.sec.gov/Archives/edgar/data/1730168/000119312520148648/d933113dex41.htm)[8](http://www.sec.gov/Archives/edgar/data/1730168/000119312520148648/d933113dex41.htm) [(included in Exhibit 4.36).](http://www.sec.gov/Archives/edgar/data/1730168/000119312520148648/d933113dex41.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | May 21, 2020 | | | | | | | | |
| 4.39 | | | | | | [Registration Rights Agreement, dated as of May 21, 2020, by and among the Company, the 2020 Guarantors and Barclays Capital Inc. and Credit Suisse Securities (USA) LLC, as dealer-managers in connection with the Exchange Offers](http://www.sec.gov/Archives/edgar/data/1730168/000119312520148648/d933113dex44.htm). | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | May 21, 2020 | | | | | | | | |
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| Exhibit No. | | | | | | | | | | | | Incorporated by Referenced Herein | | | | | | | | | | | | Filed Herewith | | |
| | | | Description | | | | | | Form | | | | | | Filing Date | | | | | | | | | | | |
| 10.12 | | | | | | [L](https://www.sec.gov/Archives/edgar/data/1730168/000173016820000226/ex1012loosublease.htm)[etter of Offer for Sublease Premises located](https://www.sec.gov/Archives/edgar/data/1730168/000173016820000226/ex1012loosublease.htm) [at](https://www.sec.gov/Archives/edgar/data/1730168/000173016820000226/ex1012loosublease.htm) [1](https://www.sec.gov/Archives/edgar/data/1730168/000173016820000226/ex1012loosublease.htm) [Yishun Avenue](https://www.sec.gov/Archives/edgar/data/1730168/000173016820000226/ex1012loosublease.htm) [7](https://www.sec.gov/Archives/edgar/data/1730168/000173016820000226/ex1012loosublease.htm)[,](https://www.sec.gov/Archives/edgar/data/1730168/000173016820000226/ex1012loosublease.htm) [](https://www.sec.gov/Archives/edgar/data/1730168/000173016820000226/ex1012loosublease.htm)[Singapore](https://www.sec.gov/Archives/edgar/data/1730168/000173016820000226/ex1012loosublease.htm) [768923](https://www.sec.gov/Archives/edgar/data/1730168/000173016820000226/ex1012loosublease.htm)[.](https://www.sec.gov/Archives/edgar/data/1730168/000173016820000226/ex1012loosublease.htm) | | | | | | | | | | | | | | | | | | X | | |
| 10.18 | | | | | | [First Amendment to Lease Agreement by and between Five Point Office Venture 1, LLC and Broadcom Corporation.](https://www.sec.gov/Archives/edgar/data/1730168/000173016820000226/ex1018firstamendmentforfiv.htm) | | | | | | | | | | | | | | | | | | X | | |
| | |
| --- | --- |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 10.6 | | [Form of Indemnification Agreement (Officers) (effective prior to February 1, 2016).](http://www.sec.gov/Archives/edgar/data/1376403/000089161808000127/f37234a1exv4w35.htm) | | Avago Technologies Finance Pte. Ltd. Amendment No. 1 to Annual Report on Form 20-F/A (Commission File No. 333-137664) | | February 27, 2008 | | |
| 10.33+ | | [Amendment to the Brocade Communication Systems, Inc. Amended and Restated Inducement Award Plan (effective November 17, 2017).](http://www.sec.gov/Archives/edgar/data/1649338/000119312517347063/d483153dex44.htm) | | Broadcom Limited Registration Statement on Form S-8 (Commission File No. 333-221654) | | November 11, 2017 | | |
| 10.58+ | | [Form of Award Letter under the Broadcom Corporation Restricted Stock Units Incentive Award Program.](http://www.sec.gov/Archives/edgar/data/1054374/000105437414000055/a20140331-10q_ex103.htm) | | Broadcom Corporation Quarterly Report on Form 10-Q (Commission File No. 000-23993) | | April 24, 2014 | | |
| 10.67+ | | [Form of Performance Share Unit Agreement (Relative TSR) under Broadcom Corporation 2012 Stock Incentive Plan (effective April 4, 2018).](http://www.sec.gov/Archives/edgar/data/1730168/000173016818000019/ex1014-broadcom2012planpsu.htm) | | Broadcom Inc. Quarterly Report on Form 10-Q (Commission File No. 001-34889) | | June 16, 2018 | | |
| 10.69+ | | [Form of Agreement for Multi-Year Equity Award of Performance Stock Units under the Broadcom Corporation 2012 Stock Incentive Plan.](http://www.sec.gov/Archives/edgar/data/1730168/000119312518343743/d665420dex104.htm) | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-34889) | | December 6, 2018 | | |
| 10.70+ | | [Form of Performance Stock Unit Award Agreement under Broadcom Corporation 2012 Stock Incentive Plan, as amended (effective December 6, 2019).](https://www.sec.gov/Archives/edgar/data/1730168/000173016819000144/ex1070broadcomplanpsua.htm) | | | | | | X |
| 10.78+ | | [Severance Benefits Agreement, dated September 26, 2017, between Broadcom Limited and Mark Brazeal.](http://www.sec.gov/Archives/edgar/data/1730168/000173016818000019/ex1018severancebenefitagre.htm) | | Broadcom Inc. Quarterly Report on Form 10-Q (Commission File No. 001-34889) | | June 16, 2018 | | |
| 10.79+ | | [Transition and Separation Agreement, dated as of September 11, 2019, by and between Broadcom Inc. and Bryan T. Ingram](http://www.sec.gov/Archives/edgar/data/1730168/000119312519244923/d804066dex101.htm). | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-34889) | | September 13, 2019 | | |
| 10.80+ | | [Continuing Employment Offer Letter, dated June 3, 2015, between Avago Technologies Limited and Charlie Kawwas.](http://www.sec.gov/Archives/edgar/data/1441634/000144163415000023/ex101.htm) | | Avago Technologies Limited Quarterly Report on Form 10-Q (Commission File No. 001-34428) | | June 10, 2015 | | |
| | | |
| --- | --- | --- |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | |
| --- | --- | --- | --- |
| | BROADCOM INC. | | |
| | By: | /s/ Hock E. Tan | |
| | | Name: | Hock E. Tan |
| | | Title: | President and Chief Executive Officer |
Date: December 20, 2019
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes and appoints Hock E.
Tan, Thomas H.
Krause, Jr., Mark D.
Brazeal and Kirsten M.
Spears, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-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 connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities 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 capacities indicated and on the dates indicated.
| | | | | |
| --- | --- | --- | --- | --- |
| Signature | | Title | | Date |
| /s/ Hock E. Tan | | President and Chief Executive Officer and Director (Principal Executive Officer) | | December 20, 2019 |
| Hock E. Tan | | | | |
| /s/ Thomas H. Krause, Jr. | | Chief Financial Officer (Principal Financial Officer) | | December 20, 2019 |
| Thomas H. Krause, Jr. | | | | |
| /s/ Kirsten M. Spears | | Principal Accounting Officer | | December 20, 2019 |
| Kirsten M. Spears | | | | |
An excerpt. Shown here: 40 of 134 rewritten, 40 of 60 added and 40 of 55 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES in the FY2020 filing and the FY2019 filing.
Item 16. FORM 10-K SUMMARY
0 rewritten, 50 added, 0 removed, 0 unchanged
New section this year
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | BROADCOM INC. | | | | | | | | |
| | | | | | | | | | | | |
| | | | By: | | | /s/ Hock E. Tan | | | | | |
| | | | | | | Name: | | | Hock E. Tan | | |
| | | | | | | Title: | | | President and Chief Executive Officer | | |
Date: December 18, 2020
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 substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-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 connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities 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 capacities indicated and on the dates indicated.
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Signature | | | | | | Title | | | | | | Date | | |
| | | | | | | | | | | | | | | |
| /s/ Hock E. Tan | | | | | | President and Chief Executive Officer and Director (Principal Executive Officer) | | | | | | December 18, 2020 | | |
| Hock E. Tan | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| /s/ Kirsten M. Spears | | | | | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | | | | | December 18, 2020 | | |
| Kirsten M. Spears | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| /s/ Henry Samueli | | | | | | Chairman of the Board of Directors | | | | | | December 18, 2020 | | |
| Henry Samueli | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| /s/ Eddy W. Hartenstein | | | | | | Lead Independent Director | | | | | | December 18, 2020 | | |
| Eddy W. Hartenstein | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| /s/ Diane M. Bryant | | | | | | Director | | | | | | December 18, 2020 | | |
| Diane M. Bryant | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| /s/ Gayla J. Delly | | | | | | Director | | | | | | December 18, 2020 | | |
| Gayla J. Delly | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| /s/ Raul F. Fernandez | | | | | | Director | | | | | | December 18, 2020 | | |
An excerpt. Shown here: all 0 rewritten, 40 of 50 added and all 0 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2020 filing.