Broadcom (AVGO) 10-K risk factor changes: FY2022 vs FY2021

Our business, operations and financial results are subject to various risks and uncertainties, including those described below, that could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common [removed: stock and preferred] stock.

Many of the following risks and uncertainties are, and [removed: will] [added: may] continue to be, exacerbated by the COVID-19 [removed: pandemic and any worsening of the global business and economic environment as a result.][added: pandemic.]

- The [removed: ongoing] COVID-19 pandemic has disrupted [removed: and will likely continue to disrupt] normal business activity.

- [removed: Any failure] [added: An impairment] of [added: the confidentiality, integrity, or availability of] our IT [removed: systems] [added: systems,] or [added: those of] one or more of our corporate infrastructure [removed: vendors to provide necessary services] [added: vendors,] could have a material adverse effect on our business.

- Social and environmental [removed: responsibility] regulations, policies and provisions, as well as customer and investor demands, may make our supply chain more complex and may adversely affect our relationships with customers and investors.

The [removed: global spread of] COVID-19 [added: pandemic] and the efforts to control it [removed: have] disrupted, and reduced the efficiency of, normal business activities in much of the world.

The pandemic [removed: has] resulted in authorities around the world implementing numerous unprecedented [removed: measures] [added: measures,] such as travel [removed: restrictions,] [added: restrictions] quarantines, [removed: shelter in place orders,] [added: shelter-in-place order, and] factory and office [removed: shutdowns] [added: shutdowns, that impacted our workforce] and [removed: vaccine mandates.]

[removed: These measures have impacted, and will likely continue to impact our workforce and] operations, and those of our customers, [removed: contract manufacturers (“CMs”),] [added: CMs,] suppliers and logistics providers.

We [removed: have been, and expect to continue, experiencing] [added: experienced] some disruption to parts of our global semiconductor supply chain, including procuring necessary components and inputs, such as wafers and substrates, in a timely fashion, with suppliers increasing lead times or placing products on [removed: allocation and raising prices.][added: allocation.]

In addition, disruptions to commercial transportation infrastructure [removed: have increased] [added: impacted] delivery times for materials and components to our facilities, transfers of our products to our key suppliers and, in some cases, our ability to timely ship our products to customers.

As a result of these supply chain disruptions, we [removed: have] increased customer order lead times and placed some products on allocation.

[removed: This] [added: We are also largely building semiconductor products to order and this] has limited and may continue to limit our ability to fulfill orders and satisfy all of the demand for our [removed: products, which may adversely affect our relationships with our customers.][added: products.]

[removed: In addition, if] [added: If] a significant number of our employees, or employees and third parties performing key functions, including our Chief Executive Officer and members of our [removed: board] [added: Board] of [removed: directors,] [added: Directors,] become ill, our business may be further adversely impacted.

[removed: While we have implemented personal safety] [added: However, existing or new precautionary] measures [removed: at all of our facilities where our employees are working onsite, we may need to modify] [added: or modifications in] our business practices and [removed: policies in a manner that] [added: policies,] may [removed: adversely] [added: negatively] impact our [removed: business,] [added: business or operations,] especially if the spread of COVID-19 (including any variants) [removed: worsen significantly, and existing and new precautionary measures could negatively impact our operations.][added: worsens significantly.]

[removed: Changes] [added: In addition, changes] to state workers’ compensation laws, such as those in California, may increase our potential liability for such claims.

The degree to which the pandemic ultimately impacts our business and results of operations will depend on future developments beyond our control, including the extent of actions to contain the virus (including any variants), availability and efficacy of the vaccines or other treatments, public acceptance of the vaccines (including boosters), and [removed: how quickly and] to what extent normal economic and operating conditions resume.

We are dependent on a small number of end customers, OEMs, their respective [removed: CMs,] [added: contract manufacturers (“CMs”),] and certain distributors for a majority of our [removed: business, revenue] [added: business] and [removed: results of operations.][added: revenue.]

For fiscal year [removed: 2021,] [added: 2022,] sales to distributors accounted for [removed: 53%] [added: 56%] of our net revenue.

We believe aggregate sales, through all channels, to Apple and our top five end customers, accounted for approximately 20% and [removed: more than] 35% of our net revenue for fiscal year [removed: 2021,] [added: 2022,] respectively.

Even [removed: in those instances where we have an arrangement under which a customer agrees] [added: when customers agree] to source an agreed portion of [removed: its] [added: their] product needs from [removed: us (provided we meet our contractual obligations), the arrangement] [added: us, such arrangements] often [removed: includes] [added: include] pricing schedules or methodologies that apply regardless of the volume of products purchased, and those customers may not purchase the amount of product we expect.

The loss of, or any substantial reduction in sales to, any of our [removed: major] [added: top] customers could have a material adverse effect on our business, financial condition, results of operations and cash flows.

In addition, qualifying [removed: such] [added: new] CMs is often expensive, and they may not produce products as cost-effectively as our current suppliers.

TSMC, one of our CMs, manufactured approximately [removed: 89%] [added: 90%] of the wafers manufactured by our CMs during fiscal year [removed: 2021.][added: 2022.]

[removed: Our] [added: We believe our] wafer requirements represent a [removed: significant] [added: meaningful] portion of [removed: the] [added: TSMC’s] total production [removed: capacity of TSMC.][added: capacity.]

However, TSMC also fabricates wafers for other companies, including [removed: certain] [added: some] of our competitors, and could choose or be required to prioritize capacity for other customers or reduce or eliminate deliveries to us on short notice.

This has in the past damaged, and may in the future [removed: damage,] [added: damage] our relationships with our customers.

This could also result in litigation for alleged failure to meet our obligations, payment of significant damages, and our net revenue could decline, adversely affecting our business, financial condition, results of [removed: operations,] [added: operations] and gross margin.

During fiscal year [removed: 2021,] [added: 2022,] we purchased approximately two-thirds of our manufacturing materials from five materials [removed: providers.][added: providers, some of which are single source suppliers.]

[removed: These] [added: The] supply constraints have had, and may continue to have, a negative impact on our customer relationships.

These laws, regulations and orders are complex, may change frequently and with limited notice, [added: and] have generally and may continue to become more stringent over time.

In addition, if our customers fail to comply with these regulations, we may be [added: required to suspend sales to these customers, which could damage our reputation and negatively impact our results of operations.]

Our products and operations are also subject to regulation by U.S. and non-U.S. regulatory agencies, such as the [removed: U.S. Federal Trade Commission (“FTC”).][added: FTC.]

A general slowdown in the global [removed: economy] [added: economy, including a recession,] or in a particular region or industry, an increase in trade tensions with U.S. trading partners, inflation or a tightening of the credit markets could negatively impact our business, financial condition and liquidity.

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 China, and possible [removed: decoupling of the U.S. and China economies, could result in a global economic slowdown and long-term changes to global trade.]

The semiconductor industry is highly cyclical and is characterized by [added: price erosion, wide fluctuations in product supply and demand,] constant and rapid technological [removed: change and price erosion,] [added: change,] evolving technical standards, frequent new product introductions, [added: and] short product life cycles (for semiconductors and for many of the end products in which they are [removed: used) and wide fluctuations in product supply and demand.][added: used).]

The industry [removed: has] [added: recently] experienced a significant upturn due to the supply imbalance [removed: resulting] [added: that resulted] in record profitability and increases in average selling [removed: prices, which may not be sustainable in the longer term.][added: prices.]

[removed: Conversely, periods of] [added: It is possible that this recent] industry [removed: downturns] [added: up-cycle will be followed by a downturn, and historically, such down-cycles] have been characterized by diminished demand for end-user products, high inventory levels and periods of inventory adjustment, under-utilization of manufacturing capacity, changes in revenue [removed: mix and] [added: mix,] accelerated erosion of average selling [removed: prices.][added: prices and elimination of expedite fees leading to reduced profitability and a decline in our stock price.]

In addition, as of October [removed: 31, 2021, approximately 48%] [added: 30, 2022, nearly 49%] of our employees 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.

- changes in political, regulatory, legal or economic conditions or geopolitical [removed: turmoil,] [added: turmoil (including China-Taiwan relations),] including terrorism, war or political or military coups, [added: state-sponsored] or [added: politically motivated cyber-attacks, or] civil disturbances or political instability foreign and domestic;

- restrictive governmental actions, such as restrictions on the transfer or repatriation of funds and foreign investments, data privacy regulations, imposition of climate change regulations, and trade protection measures, including increasing protectionism, import/export [removed: restrictions,] [added: restrictions (including with regards to advanced technologies),] import/export duties and quotas, trade sanctions and customs duties and tariffs, all of which have increased in recent years;

- The failure to complete or realize the expected benefits of our acquisition of VMware, Inc. (“VMware Merger”) may adversely affect our business and our stock price.

- Failure of our software products to manage and secure IT infrastructures and environments could have a material adverse effect on our business.

decoupling of the U.S. and China economies, could result in a global economic slowdown and long-term changes to global trade.

The Creating Helpful Incentives to Produce Semiconductors for America Act could also result in an increase in supply leading to excess inventory and a decrease in average selling prices.

Our semiconductor customers are not generally required to purchase specific quantities of products.

The COVID-19 pandemic has disrupted normal business activity, which has impacted how we operate our business.

In response to the pandemic, we have taken extensive measures to protect the health and safety of our employees and contractors at our facilities.

See also our risk factor “*If we are unable to attract and retain qualified personnel, especially our engineering and technical personnel, we may not be able to execute our business strategy effectively.*”

in Silicon Valley and Southeast Asia where qualified engineers are in high demand.

The failure to complete our acquisition of VMware, Inc. may adversely affect our business and our stock price.

Consummation of the VMware Merger is subject to the satisfaction or waiver of customary closing conditions, including (i) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 and clearance under the antitrust laws of the European Union and certain other jurisdictions, (ii) the receipt by VMware of a tax opinion regarding the U.S. federal income tax treatment of certain aspects of the VMware Merger, (iii) the absence of certain orders or laws preventing consummation of the VMware Merger, (iv) authorization for listing additional shares of Broadcom common stock on Nasdaq, and (v) the absence of a material adverse effect with respect to either us or VMware.

There can be no assurance that these or other closing conditions will be satisfied in a timely manner or at all.

Any delay in completing the acquisition could cause us not to realize some or all of the anticipated benefits when expected, if at all.

If the VMware Merger is not completed, our stock price could decline to the extent it reflects an assumption that we will complete the acquisition.

Furthermore, if the VMware Merger is not completed, we may suffer other consequences that could adversely affect our business, results of operations and stock price, including incurring significant acquisition costs that we would be unable to recover, negative publicity and a negative impression of us in the investment community.

Additionally, under certain specified circumstances, including the termination by either us or VMware because certain required regulatory clearances are not obtained, upon termination we would be required to pay VMware a termination fee of $1.5 billion.

Failure to realize the benefits expected from the VMware Merger could adversely affect the value of our common stock.

Although we expect significant benefits to result from the VMware Merger, there can be no assurance that we will actually realize any of them, or realize them within the anticipated timeframe.

Achieving these benefits will depend, in part, on our ability to integrate VMware's business successfully and efficiently.

The challenges involved in this integration, which will be complex and time consuming, include the following:

- preserving customer and other important relationships of VMware and attracting new business and operational relationships;

- integrating financial forecasting and controls, procedures and reporting cycles;

- consolidating and integrating corporate, information technology, finance and administrative infrastructures;

- coordinating sales and marketing efforts to effectively position our capabilities;

- coordinating and integrating operations in countries in which we have not previously operated; and

- integrating employees and related HR systems and benefits, maintaining employee morale and retaining key employees.

If we do not successfully manage these issues and the other challenges inherent in integrating an acquired business, then we may not achieve the anticipated benefits of the VMware Merger on our anticipated timeframe or at all and our revenue, expenses, operating results, financial condition and stock price could be materially adversely affected.

The successful integration of the VMware business will require significant management attention both before and after the completion of the VMware Merger, and may divert the attention of management from our business and operational issues.

Although the appellate court recently vacated these damages and ordered a new trial, there are no assurances that we will be successful or what, if any, damages we will be required to pay.

Our business depends on various internally managed IT systems and outsourced IT services, including cloud-based and other critical corporate infrastructure services relating to, among other things, financial reporting, product orders and shipping, human resources, benefit plan administration, IT network development, network monitoring and electronic communication services, as well as third-party data centers.

Cyber-attacks are increasing in number and sophistication, are well-financed, in some cases supported by state actors, and are designed to not only attack, but also to evade detection.

Geopolitical instability, such as Russia’s invasion of Ukraine, may increase the likelihood that we will experience direct or collateral consequences from cyber conflicts between nation-states or other politically motivated actors targeting critical technology infrastructure.

Although no such cyber security incidents have been material to Broadcom, we continue to devote resources to protect our systems and data from unauthorized access or misuse, and we may be required to expend greater resources in the future.

U.S. and foreign regulators have also increased their focus on cyber security vulnerabilities and risks.

Compliance with laws and regulations concerning privacy, cyber security, data governance, and data protection could result in significant expense, and any failure to comply could result in proceedings against us by regulatory authorities or other third parties.

Further, customers and service providers increasingly demand rigorous contractual, certification and audit provisions regarding privacy, cyber security, data governance, data protection, confidentiality, and IP, which may also increase our overall compliance burden.

The loss of these licenses or the inability to

Failure of our software products to manage and secure IT infrastructures and environments could have a material adverse effect on our business.

A successful cyber security attack involving our products could cause customers and potential customers to believe our services are ineffective or unreliable and result in, among other things, the loss of customers, unfavorable publicity, damage to our reputation, difficulty in marketing our products, allegations by our customers that we have not performed our contractual obligations and give rise to significant costs, including costs related to developing solutions or indemnification obligations under our agreements.

Any such event could adversely impact our revenue and results of operations.

- A breach of our security systems may have a material adverse effect on our business.

The ongoing COVID-19 pandemic has disrupted and will likely continue to disrupt normal business activity, which may have an adverse effect on our results of operations.

In addition, our primary warehouse and a number of our key suppliers, particularly assembly and test service providers, are in Malaysia.

While our Malaysia warehouse has remained fully operational, many of the facilities of our key suppliers and other service providers were shut down or operated at reduced capacity for extended periods.

Any similar disruption at our Fort Collins, Colorado manufacturing facility would severely impact our ability to manufacture our FBAR products and adversely affect our wireless business.

We are also largely building semiconductor products to order as demand continues to outpace supply.

In response to governmental directives and recommended safety measures, we modified our workplace practices globally, which has resulted in many of our employees working remotely for extended periods of time.

Working remotely for extended periods may reduce our employees’ efficiency and productivity, which may cause product development delays, hamper new product innovation and have other unforeseen adverse effects on our business.

While we continue to see robust demand in our semiconductor solutions segment and record profitability driven by the supply imbalance, and have seen little impact to our software business from the COVID-19 pandemic, the macroeconomic environment remains uncertain and it may not be sustainable over the longer term.

The terms and conditions under which we do business with most of our semiconductor customers generally do not include commitments to purchase any specific quantities of products.

We purchase a significant portion of our materials, components and finished goods used in our products from a few materials providers, some of which are single source suppliers.

required to suspend sales to these customers, which could damage our reputation and negatively impact our results of operations.

Further, our employees may decide not to continue working for us and may leave with little or no notice.

Although we are appealing this judgment, there are no assurances that we will be successful.

litigation and additional liabilities, all of which could materially and adversely affect our business.

In addition, current and future government restrictions imposed as a result of the COVID-19 pandemic that limit our manufacturing capabilities could severely impact our ability to manufacture our proprietary products, adversely affecting our wireless business.

Our business depends on various IT systems and outsourced IT services.

We rely on third-party vendors to provide critical corporate infrastructure services and to adequately address cyber security threats to their own systems.

Services provided by these third parties include services related to financial reporting, product orders and shipping, human resources, benefit plan administration, IT network development and network monitoring.

We spend significant resources to monitor and protect our IP rights, including the unauthorized

A breach of our security systems may have a material adverse effect on our business.

However, we are also dependent on a number of third-party cloud-based and other service providers of critical corporate infrastructure services relating to, among other things, human resources, electronic communication services and certain finance functions, and we are, out of necessity, dependent on the security systems of these providers.

As a result of the COVID-19 pandemic, remote access to our networks and systems has increased substantially.

While we have taken steps to secure our networks and systems, we may be more vulnerable to a successful cyber-attack or information security incident when our workforce works remotely.

Additionally, we use third-party data centers, which may also be subject to hacking or accidental incidents.

Cyber security attacks could require significant expenditures of our capital and diversion of our resources.

A successful cyber security attack involving our products and IT infrastructure could also negatively impact the market perception of their effectiveness and adversely affect our reputation, relationship with our customers and our financial results.

Any theft, accidental loss or misuse of confidential, personally identifiable or proprietary information could disrupt our business and result in, among other things, unfavorable publicity, damage to our reputation, loss of our trade secrets and

Interruptions in our operations and services or disruptions to the functionality provided by our software could adversely impact our revenues or cause customers to cease doing business with us.

In addition, our business would be harmed if any of the events of this nature caused our customers and potential customers to believe our services are unreliable.

Further, many jurisdictions have passed, and may pass additional legislation, intended to alleviate the economic burdens of COVID-19 and to fund economic recovery and growth, including various temporary tax incentives or relief and restricted tax measures, which could result in future tax increases.

We cannot predict the extent to which the COVID-19 pandemic will impact our tax liabilities and are continuing to evaluate the impact of the new legislation to our financial statements.

We expect to maintain significant levels of indebtedness going forward.

- issuance, and subsequent sale, of common stock upon conversion of our 8.00% Mandatory Convertible Preferred Stock, Series A (“Mandatory Convertible Preferred Stock”);

We are also the subject of a number of lawsuits stemming from our acquisitions.

In addition, any payment of dividends on our common stock is subject to and conditioned upon our payment of quarterly dividends on our Mandatory Convertible Preferred Stock.

The following section generally discusses our financial condition and results of operations for our fiscal year ended October [removed: 31, 2021] [added: 30, 2022] (“fiscal year [removed: 2021”)] [added: 2022”)] compared to our fiscal year ended [removed: November 1, 2020] [added: October 31, 2021] (“fiscal year [removed: 2020”).][added: 2021”).]

A discussion regarding our financial condition and results of operations for fiscal year [removed: 2020] [added: 2021] compared to our fiscal year ended November [removed: 3, 2019] [added: 1, 2020] (“fiscal year [removed: 2019”)] [added: 2020”)] can be found in Part II, Item 7 of our Annual Report on Form 10-K for fiscal year [removed: 2020,] [added: 2021,] filed with the Securities and Exchange Commission (the “SEC”) on December [removed: 18, 2020.][added: 17, 2021.]

We have two reportable segments: semiconductor solutions and infrastructure [removed: software, as a result of a change in our organizational structure during fiscal year 2020.][added: software.]

In response to the [removed: ongoing COVID-19 pandemic and the various resulting government directives,] [added: pandemic,] we have taken extensive measures to protect the health and safety of our employees and contractors at our facilities.

While [removed: we continue to see robust] [added: the] demand [removed: in this area] [added: environment for our semiconductor products was consistent with our expectations for fiscal year 2022, with robust] and [removed: record] [added: increased] profitability driven by the supply imbalance, the macroeconomic environment remains uncertain and it may not be sustainable over the longer term.

We continue to experience various constraints in our supply [removed: chain due to the pandemic,] [added: chain,] including with respect to wafers and substrates.

[removed: While] [added: Although] supply lead times have stabilized, we continue to have difficulties in obtaining some necessary components and inputs in a timely manner to meet [removed: increased] demand.

[removed: The effects] [added: Our ability to predict the impact] of the pandemic on our business [added: remains limited and its effects on our business] are unlikely to be fully realized, or reflected in our financial results, until future periods.

Highlights during fiscal year [removed: 2021] [added: 2022] include the following:

- We generated [removed: $13,764] [added: $16,736] million of cash from operations.

- We paid [removed: $6,212] [added: $7,032] million in cash dividends.

[removed: Acquisition] [added: Pending Acquisition] of [removed: CA,] [added: VMware,] Inc.

Our overall net revenue, as well as the percentage of total net revenue generated by sales in our semiconductor solutions and infrastructure software segments, have varied from quarter to quarter, due largely to fluctuations in [removed: end-market demand, including the effects of seasonality, which are discussed in detail in Part I, Item 1.][added: end-]

[removed: Original] [added: Distributors and original] equipment manufacturers (“OEMs”), or their contract manufacturers, [removed: and distributors,] typically account for the substantial majority of our semiconductor sales.

Certain customers require us to contract with them directly and with specified intermediaries, such as contract [added: manufacturers.]

Such costs include personnel and overhead related to our manufacturing operations, which include stock-based compensation [removed: expense;] [added: expense,] related [removed: occupancy;] [added: occupancy,] computer [removed: services;] [added: services,] equipment [removed: costs;] [added: costs,] manufacturing [removed: quality;] [added: quality,] order [removed: fulfillment;] [added: fulfillment,] warranty [removed: adjustments; inventory] adjustments, [added: inventory adjustments] including write-downs for inventory [removed: obsolescence;] [added: obsolescence,] and acquisition costs, which include direct transaction costs and acquisition-related costs.

*Other [removed: income,] [added: income (expense),] net.* Other [removed: income,] [added: income (expense),] net includes interest income, gains or losses on investments, foreign currency remeasurement, and other miscellaneous items.

*Provision for [removed: (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 Board provide that any qualifying income earned in Singapore is subject to tax incentives or reduced rates of Singapore income [removed: tax.][added: tax, subject to our compliance with the conditions specified in these incentives and legislative developments.]

[removed: legislative developments, these] [added: These] Singapore tax incentives are presently expected to expire in November 2025.

We also have a tax holiday on our qualifying income in Malaysia, which is scheduled to expire in [removed: fiscal year] 2028.

Before taking into consideration the effects of the U.S. Tax Cuts and Jobs Act and other indirect tax impacts, the effect of these tax incentives and tax holiday was to decrease the provision for income taxes by approximately [removed: $1,156] [added: $1,821] million [removed: for fiscal year 2021] and [removed: increase the benefit from income taxes by approximately $833] [added: $1,156] million for fiscal [removed: year 2020.][added: years 2022 and 2021, respectively.]

Those policies include revenue recognition, [removed: business combinations,] valuation of goodwill and long-lived assets, [removed: inventory valuation, income taxes, retirement] and [removed: post-retirement benefit plan assumptions, stock-based compensation and employee bonus programs.][added: income taxes.]

The income approach is based on the discounted cash flow method that uses the reporting unit estimates for forecasted future financial [removed: performance] [added: performance,] including revenues, operating expenses, and taxes, as well as working capital and capital asset requirements.

The market approach is based on weighting [added: the] financial multiples of comparable companies and [removed: applies] [added: applying] a control premium.

We assess the impairment of long-lived [removed: assets] [added: assets,] including purchased IPR&D, property, plant and equipment, and intangible assets, whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable.

Factors we consider important which could trigger an impairment review [removed: include] [added: include:] (i) significant under-performance relative to historical or projected future operating results, (ii) significant changes in the manner of our use of the acquired assets or the strategy for our overall business, or (iii) significant negative industry or economic trends.

The process of evaluating the potential impairment of long-lived assets under the accounting guidance on property, plant and [removed: equipment] [added: equipment,] and [removed: other] intangible assets is also highly subjective and requires significant judgment.

In order to estimate the fair value of long-lived assets, we typically make various assumptions about the future prospects of our business or the part of our business [removed: that] [added: to which] the long-lived [removed: asset relates to.][added: assets relate.]

Based on these assumptions and estimates, we determine whether we need to take an impairment charge to reduce the value of the long-lived [removed: asset] [added: assets] stated on our consolidated balance sheets [added: to reflect their estimated fair value.]

In evaluating the exposure associated with various tax filing positions, we accrue an income tax liability when such positions do not meet the [removed: more likely than not] [added: more-likely-than-not] threshold for recognition.

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax [removed: law] [added: laws] and regulations in a multitude of jurisdictions.

Our fiscal years [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] consisted of 52 weeks.

Fiscal Year [removed: 2021] [added: 2022] Compared to Fiscal Year [removed: 2020][added: 2021]

| | | | | | | October [removed: 31, 2021] [added: 30, 2022] | | | | | | [removed: November 1, 2020] [added: October 31, 2021] | | | | | | October [removed: 31, 2021] [added: 30, 2022] | | | | | | [removed: November 1, 2020] [added: October 31, 2021] | | |

| Products | | | | | | $ | [removed: 20,886] [added: 26,277] | | | | | $ | [removed: 17,435] [added: 20,886] | | | | | [removed: 76] [added: 79] | | % | | | | [removed: 73] [added: 76] | | % |

| Subscriptions and services | | | | | | [removed: 6,564] [added: 6,926] | | | | | | [removed: 6,453] [added: 6,564] | | | | | | [removed: 24] [added: 21] | | | | | | [removed: 27] [added: 24] | | |

| Total net revenue | | | | | | [removed: 27,450] [added: 33,203] | | | | | | [removed: 23,888] [added: 27,450] | | | | | | 100 | | | | | | 100 | | |

| Cost of products sold | | | | | | [removed: 6,555] [added: 7,629] | | | | | | [removed: 5,892] [added: 6,555] | | | | | | [removed: 24] [added: 23] | | | | | | [removed: 25] [added: 24] | | |

| Cost of subscriptions and services | | | | | | [removed: 607] [added: 627] | | | | | | [removed: 626] [added: 607] | | | | | | 2 | | | | | | 2 | | |

The COVID-19 pandemic and the efforts to control it disrupted, and reduced the efficiency of, normal business activities in much of the world.

The pandemic resulted in authorities around the world implementing numerous unprecedented measures that created supply chain and market disruption, impacting our workforce and operations, and those of our customers, contract manufacturers, suppliers and logistics providers.

We continue to monitor the implications of the pandemic on our operations and may modify our business practices and policies from time to time.

- We repurchased $7,000 million of common stock.

On May 26, 2022, we entered into an Agreement and Plan of Merger (the “VMware Merger Agreement”) to acquire all of the outstanding shares of VMware, Inc. (“VMware”) in a cash-and-stock transaction (the “VMware Merger”) that values VMware at approximately $61 billion, based on the closing price of Broadcom common stock on May 25, 2022.

We will also assume VMware’s closing date outstanding debt, net of expected cash.

Under the terms of the VMware Merger Agreement, each share of VMware common stock issued and outstanding immediately prior to the effective time of the VMware Merger will be indirectly converted into the right to receive, at the election of the holder of such share of VMware common stock, either $142.50 in cash, without interest, or 0.2520 shares of Broadcom common stock.

The stockholder election will be subject to proration, such that the total number of shares of VMware common stock entitled to receive cash and the total number of shares of VMware common stock entitled to receive Broadcom common stock, will, in each case, be equal to 50% of the aggregate number of shares of VMware common stock issued and outstanding immediately prior to the effective time of the VMware Merger.

We will assume all outstanding VMware restricted stock unit (“RSU”) awards and performance stock unit awards held by continuing employees.

The assumed awards will be converted into RSU awards for shares of Broadcom common stock.

All outstanding in-the-money VMware stock options and RSU awards held by non-employee directors will be accelerated and converted into the right to receive cash and shares of Broadcom common stock, in equal parts.

Effective upon the effective time of the VMware Merger, one member of the VMware Board of Directors, to be mutually agreed by us and VMware, will be added to our Board of Directors.

In connection with the execution of the VMware Merger Agreement, we entered into a commitment letter on May 26, 2022, with certain financial institutions that committed to provide, subject to the terms and conditions of the commitment letter, a senior unsecured bridge facility in an aggregate principal amount of $32 billion.

The VMware Merger, which is expected to be completed in our fiscal year ending October 29, 2023 (“fiscal year 2023”), is subject to satisfaction or waiver of customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 and clearance under the antitrust laws of the European Union and certain other jurisdictions.

On October 3, 2022, we registered approximately 59 million shares of our common stock.

On November 4, 2022, VMware stockholders adopted the VMware Merger Agreement.

We and VMware each have termination rights under the VMware Merger Agreement and, under specified circumstances, upon termination of the agreement, we and VMware would be required to pay the other a termination fee of $1.5 billion.

market demand, including the effects of seasonality, which are discussed in detail in Part I, Item 1.

The increase was primarily due to higher variable employee compensation expense, offset in part by lower stock-based compensation expense.

The decrease was primarily due to lower employee termination costs following the completion of key restructuring activities from acquisitions.

| 2023 | | | | | | $ | 1,221 | |

| 2024 | | | | | | 846 | | |

| 2025 | | | | | | 507 | | |

| Total | | | | | | $ | 2,704 | |

| | | | | | | (In millions, except percentages) | | | | | | | | | | | | | | | | | | | | |

The decrease was primarily due to lower losses on extinguishment of debt.

We expect to incur additional interest expense in future periods as a result of indebtedness associated with the pending VMware Merger.

Other expense, net, was $54 million for fiscal year 2022, compared to other income, net, of $131 million for fiscal year 2021.

The change was primarily due to changes in investment gains or losses.

*Provision for income taxes.* The provision for income taxes was $939 million and $29 million for fiscal years 2022 and 2021, respectively.

The increase was primarily due to higher income from continuing operations before income taxes.

facility (the “Revolving Facility”).

Our debt and liquidity needs will increase as a result of the pending VMware Merger, and we intend to fund the cash portion of the consideration with $32 billion in new, fully committed debt financing.

- Other current assets increased to $1,205 million at October 30, 2022 from $1,055 million at October 31, 2021, primarily due to an increase in prepaid taxes, offset in part by a decrease in short-term investments.

- Other current liabilities increased to $4,412 million at October 30, 2022 from $3,839 million at October 31, 2021, primarily due to increases in contract liabilities, taxes payable and interest payable.

- Current portion of long-term debt increased to $440 million at October 30, 2022 from $290 million at October 31, 2021, primarily due to certain debt instruments becoming due within the next twelve months, offset in part by repayments.

During fiscal year 2022, we repurchased and retired approximately 12 million shares of our common stock for $7 billion under this stock repurchase program.

In May 2022, our Board of Directors authorized another stock repurchase program to repurchase up to an additional $10 billion of our common stock from time to time through December 31, 2023.

The $6,842 million increase in cash used in financing activities for fiscal year 2022 compared to fiscal year 2021 was primarily

due to $7,000 million in common stock repurchases, a $820 million increase in dividend payments, and a $156 million increase in employee withholding tax payments related to net settled equity awards, offset in part by a $1,165 million change in net borrowing activities.

During 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.

We modified our workplace practices globally, which resulted in some of our employees working remotely for an extended period of time and some of whom are still working remotely.

While we have implemented personal safety measures at all of our facilities where

our employees are working on site, we may need to modify our business practices and policies.

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 the fourth quarter of fiscal year 2021, with continued demand for products and infrastructure as customers invest in technologies to support remote or hybrid tele-work and learning arising from COVID-19, as well as the transition to office re-openings.

To date, the impact of COVID-19 on the demand environment for our software products has been limited.

We have also taken various actions to de-risk our business in light of the ongoing uncertainty and strengthen our balance sheet, including closely managing working capital and our debt instruments.

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.

Acquisitions and Divestitures

The discussion and analysis in this section and the accompanying consolidated financial statements include the results of operations of acquired companies commencing on their respective acquisition dates.

Acquisition of Symantec Corporation Enterprise Security Business

On November 4, 2019, we purchased and assumed certain assets and certain liabilities, respectively, of the Symantec Corporation Enterprise Security business (the “Symantec Business”) for $10.7 billion in cash.

We financed this acquisition with the net proceeds from the borrowings under the November 2019 Term Loans, as defined in Note 10.

“Borrowings” included in Part II, Item 8 of this Annual Report on Form 10-K.

On November 5, 2018, we acquired CA, Inc. (“CA”) for $18.8 billion in aggregate cash purchase consideration and assumed $2.25 billion of outstanding unsecured bonds.

We financed the acquisition of CA with $18 billion of term loans, as well as cash on hand of the combined companies.

We also assumed all eligible unvested CA equity awards in the transaction.

On December 31, 2018, we sold Veracode, Inc., a subsidiary of CA and provider of application security testing solutions, to Thoma Bravo, LLC for cash consideration of $950 million, before working capital adjustments.

manufacturers.

Subject to our compliance with the conditions specified in these incentives and

Our contracts may contain more than one of our products and services, each of which is separately accounted for as a distinct performance obligation.

When available, we use directly observable transactions to determine the standalone selling prices for performance obligations.

Our estimates of standalone selling price for each performance obligation require judgment that considers multiple factors, including, but not limited to, historical discounting trends for products and services and pricing practices through different sales channels, gross margin objectives, internal costs, competitor pricing strategies, technology lifecycles and market conditions.

We also estimate the standalone selling price of our material rights.

Our estimate of the value of the customer’s option to purchase or receive additional products or services at a discounted price includes estimating the incremental discount the customer would obtain when exercising the option and the likelihood that the option would be exercised.

Certain contracts contain a right of return that allows the customer to cancel all or a portion of the product or service and receive a credit.

We estimate returns based on historical returns data which is constrained to an amount for which a material revenue reversal is not probable.

We do not recognize revenue for products or services that are expected to be returned.

*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 contingencies, and contingent consideration, where applicable.

Although we believe the assumptions and estimates we have made in the past have been reasonable and appropriate, they are based, in part, on historical experience and information obtained from management of the acquired companies and are inherently uncertain.

Critical estimates in valuing certain of the intangible assets we have acquired include, but are not limited to, future expected cash flows from product sales, customer contracts and acquired technologies, revenue growth rate, customer ramp-up period, technology obsolescence rates, expected costs to develop IPR&D into commercially viable products, estimated cash flows from the projects when completed, and discount rates.

The discount rates used to discount expected future cash flows to present value are typically derived from a weighted-average cost of capital analysis and adjusted to reflect inherent risks.

Unanticipated events and circumstances may occur that could affect either the accuracy or validity of such assumptions, estimates or actual results.

to reflect its estimated fair value.

*Inventory valuation.* We regularly review inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our forecast of product demand and production requirements.

Demand for our products can fluctuate significantly from period to period.

A significant decrease in demand could result in an increase in the amount of excess inventory quantities on hand.

In addition, our industry is characterized by rapid technological change, frequent new product development and rapid product obsolescence that could result in an increase in the amount of obsolete inventory quantities on hand.

Additionally, our estimates of future product demand may prove to be inaccurate, which may cause us to understate or overstate both the provision required for excess and obsolete inventory and cost of products sold.

Gains and losses from foreign currency transactions, as well as [removed: derivative instruments,] [added: foreign exchange forward contracts,] were not significant for any period presented in the consolidated financial statements included in this Form 10-K.

As of October [removed: 31, 2021,] [added: 30, 2022,] we did not have any outstanding foreign exchange forward contracts.

Interest Rate Risk

Changes in interest rates affect the fair value of our outstanding debt.

As of October 30, 2022, we had $41.2 billion in principal amount of debt outstanding.

The carrying amount of the debt was $39.5 billion, and the estimated aggregate fair value of debt was $33.0 billion.

As of October 30, 2022, a hypothetical 50 basis points increase or decrease in market interest rates would change the fair value of debt by a decrease or increase of approximately $1.6 billion.

However, this hypothetical change in interest rates would not impact the interest expense on our debt as we only had fixed rate senior notes outstanding.

To hedge variability of cash flows due to changes in the benchmark interest rate of anticipated future debt issuances, we have entered, and in the future may enter, into treasury rate lock contracts.

Our over 50-year history of innovation dates back to our diverse origins from Hewlett-Packard Company, AT&T, LSI Corporation, Broadcom Corporation, Brocade Communications Systems [removed: LLC (“Brocade”),] [added: LLC,] CA, Inc. and Symantec Enterprise Security.

We have a history of innovation in the semiconductor industry and offer thousands of products that are used in end products such as enterprise and data center networking, home connectivity, set-top [removed: boxes,] [added: boxes (“STB”),] broadband access, telecommunication equipment, smartphones and base stations, data center servers and storage systems, factory automation, power generation and alternative energy systems, and electronic displays.

We provide semiconductor solutions for managing the movement of data in data center, [removed: telecom,] [added: service provider,] enterprise and embedded networking applications.

We provide a broad variety of RF semiconductor devices, wireless connectivity [removed: solutions and] [added: solutions,] custom touch controllers [added: and inductive charging solutions] for the wireless market.

We also provide semiconductor solutions for enabling the [removed: set-top box] [added: STB] and broadband access 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 [added: (“HDD”)] and solid-state [removed: drives.][added: drives (“SSD”).]

The table below presents our material semiconductor product families and their major end markets and applications during fiscal year [removed: 2021.][added: 2022.]

| | | | Broadband | | | • [removed: Set-top Box (“STB”)] [added: STB] and Broadband Access | | | • STB SoCs | | |

[removed: | | | | | | | | | | • Cable,] [added: Broadband Access Solutions: We offer complete SoC platform solutions for] digital subscriber line [removed: (“DSL”) and] [added: (“DSL”), cable,] passive optical networking (“PON”) [removed: central office/consumer] [added: and wireless local area network for both consumer] premise equipment [removed: (“CO/CPE”) SoCs | | |][added: (“CPE”) and central office (“CO”) deployments.]

| | | | Networking | | | • Data [removed: center, Telecom,] [added: Center, Service Provider,] Enterprise and Embedded Networking | | | • Ethernet switching and routing merchant silicon | | |

| | | | | | | | | | • Optical and [removed: copper, physical layer (“PHYs”)] [added: copper PHYs] | | |

| | | | Wireless | | | • Mobile [removed: Handsets] [added: Device Connectivity] | | | • RF front end modules [removed: (“FEMs”), filters, power amplifiers] [added: and filters] | | |

| | | | | | | | | | • Wi-Fi, Bluetooth, [removed: global positioning system/global navigation satellite system (“GPS/GNSS”)] [added: GPS/GNSS] SoCs | | |

[removed: | | | | Storage | | | • Servers and Storage Systems | | | • Serial] [added: SAS, RAID & PCIe Products: We provide serial] attached small computer system interface (“SAS”) and redundant array of independent disks (“RAID”) [removed: controllers] [added: controller] and [removed: adapters | | |][added: adapter solutions to server and storage system original equipment manufacturers (“OEMs”).]

| | | | | | | | | | • Fibre channel host bus adapters [removed: (“HBA”)] | | |

| | | | | | | • [removed: Hard Disk Drives (“HDD”); Solid-State Drives (“SSD”)] [added: HDD and SSD] | | | • Read channel based SoCs; Custom flash controllers | | |

| | | | [added: Industrial] | | | • Factory [removed: automation, in-car infotainment] [added: Automation, Renewable Energy] and [removed: renewable energy systems] [added: Automotive Electronics] | | | • [removed: Industrial fiber optics] [added: Optocouplers] | | |

| | | | | | | [removed: • Motor Controls and Factory Automation, In-car Infotainment Automation] | | | • Motion control encoders and subsystems | | |

Our CO devices, including DSL Access [removed: Multiplexer,] [added: Multiplexer (“DSLAM”),] cable modem termination systems and PON optical line termination medium access controller, are empowering modern operator broadband infrastructure.

Our products enable global service providers to continue to deploy next generation broadband access technologies across multiple standards, including [removed: DOCSIS, G.Fast, data over cable service interface specification,] [added: G.fast, Data Over Cable Service Interface Specifications (“DOCSIS”),] PON and Wi-Fi to provide more bandwidth and faster speeds to consumers.

We offer a range of knowledge-based processors to enable high-performance decision-making for packet processing in a [added: variety of advanced devices in the enterprise, metro, access, edge and core networking spaces.]

[removed: These] [added: The] ASICs are custom products built to individual customers specifications.

We also offer a range of automotive Ethernet [removed: products] [added: products, including PHYs, switches and camera microcontrollers,] to meet growing consumer demand for in-vehicle [removed: connectivity.][added: connectivity and smart vision.]

RF Semiconductor Devices: Our RF semiconductor devices selectively filter, as well as [removed: amplify,] [added: amplify and route,] RF signals.

Connectivity Solutions: Our connectivity solutions include discrete and integrated Wi-Fi and Bluetooth solutions, and [removed: satellite-based GPS/GNSS mobile] [added: global positioning system/global] navigation [removed: receivers.][added: satellite system (“GPS/GNSS”) receivers, designed for use in mobile devices including smartphones, tablets and wearable products.]

We also provide interconnect semiconductors that support the [removed: PCI and PCIe] [added: peripheral component interconnect express (“PCIe”)] communication standards.

Fibre Channel Products: We provide [removed: Fibre Channel HBAs,] [added: fibre channel host bus adapters,] which connect host computers such as servers to FC SANs.

An HDD SoC is an integrated circuit [added: (“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.

Read channels convert analog signals that are generated by reading the stored data on the physical media into [added: digital signals.]

Industrial End Markets: We also provide a broad variety of products for the general industrial and automotive [removed: markets.][added: markets, including optocouplers, industrial fiber optics, motion encoders, light emitting diode devices, and Ethernet ICs.]

We help enterprises embrace open tools and technologies, integrate their mainframe into their cloud infrastructures, and [removed: increase] [added: amplify] the value of their mainframe investments.

Our Symantec solutions utilize rich threat intelligence from a global network of security engineers, threat analyst and researchers, as well as advanced [removed: AI] [added: artificial intelligence (“AI”)] and machine-learning engines, enabling customers to protect data, connect authorized users with trusted applications, and detect and respond to the most advanced targeted attacks.

The table below presents our software portfolios and their material offerings during fiscal year [removed: 2021.][added: 2022.]

Operational Analytics & Management*:* These solutions combine big data, machine learning and [removed: artificial intelligence (“AI”)] [added: AI] with mainframe expertise to deliver meaningful and actionable insights to augment and automate day-to-day operations and deliver exceptional customer experiences.

We mitigate these attacks by [added: positively identifying legitimate users,] enforcing granular [removed: security policies] [added: access control policies, and streamlining access governance] to [removed: stop] [added: prevent] unauthorized access to sensitive resources and data.

Payment Security Suite: This is a software as a service (“SaaS”)-based payment authentication service to help banks [added: and merchants] protect against fraud and ensure a hassle-free online shopping experience for their customers.

Sales to distributors accounted for [removed: 53%] [added: 56%] and [removed: 42%] [added: 53%] of our net revenue for fiscal years [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

We believe aggregate sales to our top five end customers, through all channels, accounted for [removed: more than] [added: approximately] 35% [removed: and 30%] of our net revenue for each of our fiscal years [removed: 2021] [added: 2022] and [removed: 2020, respectively.][added: 2021.]

We believe aggregate sales to Apple Inc., through all channels, accounted for approximately 20% [removed: and 15%] of our net revenue for [added: each of] fiscal years [removed: 2021] [added: 2022] and [removed: 2020, respectively.][added: 2021.]

Our primary competitors are Amlogic Inc., Analog Devices, Inc., Advanced Micro Devices, Inc., Cisco Systems, Inc., [added: Wolfspeed, Inc. (f/k/a] Cree, [added: Inc.), GlobalFoundries] Inc., [removed: GlobalFoundries,] Hamamatsu Photonics K.K., Heidenhain Corporation, HiSilicon Technologies Co. Ltd., iC-Haus [removed: Gmbh,] [added: GmbH,] Intel [removed: Corp.,] [added: Corporation,] Lumentum Holdings Inc., MACOM Technology Solutions Holdings, Inc., MaxLinear, Inc., Marvell [removed: Technology] [added: Technology,] Inc., [removed: Mediatek] [added: MediaTek] Inc., NVIDIA Corporation, Microchip Technology Incorporated, Mitsubishi Electric Corporation, Murata Manufacturing Co., Ltd., NXP Semiconductors N.V., ON Semiconductor Corporation, [removed: OSRAM,] [added: OSRAM Licht AG,] Qorvo, Inc., Qualcomm Inc., Realtek Semiconductor Corp., Renesas Electronics Corporation, Skyworks Solutions, Inc., [removed: ST Microelectronics] [added: STMicroelectronics] N.V., Sumitomo Corporation, Synaptics Incorporated, TDK-EPC Corporation, Toshiba Corporation, Texas Instruments, Inc. and II-VI Incorporated.

Our primary competitors are Atlassian Corporation, Plc, BMC Software Inc., BeyondTrust Corporation, Cisco Systems, Inc., CrowdStrike Holdings, Inc., CyberArk Software, Ltd., International Business Machines Corporation, Micro Focus International [removed: Plc,] [added: plc,] Microsoft Corporation, New Relic, Inc., Oracle Corporation, Proofpoint, Inc., Rocket Software, Inc., [removed: SailPoint,] [added: SailPoint Technologies Holdings,] Inc., Salesforce.com, Inc., ServiceNow, Inc., [removed: SolarWinds, Inc.,] [added: SolarWinds Corporation,] Splunk, Inc. and Zscaler, Inc. We compete based on our breadth of portfolio of enterprise management tools, breadth and synergy of offerings, our platform and hardware independence, our global reach, and our deep customer relationships and industry experience.

| | | | | | | | | | • DSL/PON gateways | | |

| | | | | | | | | | • DOCSIS cable modem | | |

| | | | | | | | | | • DSLAM/PON optical line termination | | |

| | | | | | | | | | • Wi-Fi access point SoCs | | |

| | | | | | | | | | • Custom silicon solutions | | |

| | | | | | | | | | • Inductive charging ASICs | | |

| | | | Storage | | | • Servers and Storage Systems | | | • SAS and RAID controllers and adapters | | |

| | | | | | | | | | • PCIe switches | | |

| | | | | | | | | | • Ethernet NIC | | |

| | | | | | | • Industrial fiber optics | | | | | |

| | | | | | | | | | • Light emitting diode | | |

| | | | | | | | | | • Ethernet PHYs, switch ICs and camera microcontrollers | | |

Custom Silicon Solutions: We provide advanced technology and IP platforms for customers to design and develop application specific integrated circuits (“ASICs”), targeting data center compute offload, legacy and new 5G radio infrastructure, and wired communication networks.

Our custom silicon provides the platform to integrate embedded logic, memory, serializer/deserializer (“SerDes”) technology, IP cores and processor cores.

Our RF products include multi-chip module front-end modules that integrate transmit/receive switching and filtering functions for multiple frequency bands, filter modules and discrete filters, all using our proprietary FBAR technology.

Inductive Charging ASICs: Our custom inductive charging ASIC devices offer high efficiency and are highly integrated solutions for mobile and wearable devices.

Ethernet Network Interface Card (“NIC”) Controllers: Our Ethernet NIC controllers are designed for high-performance virtualization, intelligent flow processing, secure data center connectivity, and machine learning.

In addition, we sell preamplifiers, which are complex, high speed, mixed signal devices that enable writing and reading data to and from the HDD heads.

The preamplifier interfaces with the SoC to provide the electronics data path in a HDD.

Our industrial products are used in a diverse set of applications, spanning industrial automation, power generation and distribution systems, medical systems and equipment, defense and aerospace, and vehicle subsystems including those used in electric vehicle powertrain, infotainment and advanced driver assistance system.

Our infrastructure software solutions enables customers greater choice and flexibility to build, run, manage, connect and protect applications at scale across diversified and distributed environments.

| | | | Payment Security | | | • Arcot payment authentication network powered by 3-D Secure | | | • Payment Security Suite | | |

| Charlie B. Kawwas, Ph.D. | | | 52 | | | President, Semiconductor Solutions Group | | |

Kawwas has served as our President, Semiconductor Solutions Group since July 2022.

| | | | | | | | | | | | |

| | | | | | | | | | • Wireless local area network (“WLAN”) access point SoCs | | |

| | | | | | | | | | • Serializer/Deserializer (“SerDes”), application specific integrated circuits (“ASICs”) | | |

| | | | | | | | | | • Peripheral component interconnect express (“PCIe”) switches | | |

| | | | Industrial | | | • Power isolation, conversion and protection | | | • Optocouplers | | |

Broadband Access Solutions: We offer complete SoC platform solutions for DSL, cable, PON and WLAN for both CPE and CO deployments.

variety of advanced devices in the enterprise, metro, access, edge and core networking spaces.

SerDes ASICs: For data center and enterprise networking, and high performance computing applications, we supply high speed SerDes technology integrated into ASICs.

Our ASICs are designed on advanced CMOS process technologies, focused primarily on leading edge geometries.

Our RF products include FEMs that incorporate multiple die into multi-function RF devices, duplexers and multiplexers, which are a combination of two or more transmit and receive filters in a single device, using our proprietary FBAR technology, discrete filters and discrete power amplifiers.

Our proprietary GaAs wafer manufacturing processes are critical to the production of power amplifier and low noise amplifier products.

SAS, RAID & PCIe Products: We provide SAS and RAID controller and adapter solutions to server and storage system original equipment manufacturers (“OEMs”).

digital signals.

In addition, we sell preamplifiers, which are used to amplify the initial signal to and from the drive disk heads so the signal can be processed by the read channel.

We offer optocouplers, which provide electrical insulation and signal isolation for signaling systems that are susceptible to electrical noise or interference.

Optocouplers are used in a diverse set of applications, including industrial motors, automotive systems including those used in hybrid engines, power generation and distribution systems, switching power supplies, motion sensors, telecommunications equipment, computers and office equipment, plasma displays, and military electronics.

We also provide industrial fiber optics, Ethernet, motion encoders and LED products.

| | | | Payment Authentication | | | • Software designed to reduce Card Not Present | | | • Payment Security Suite | | |

| Charlie B. Kawwas, Ph.D. | | | 51 | | | Chief Operating Officer | | |

| Thomas H. Krause, Jr. | | | 44 | | | President, Broadcom Software Group | | |

Kawwas has served as our Chief Operating Officer since December 2020.

Thomas H.

Krause, Jr. has served as our President, Broadcom Software Group since December 2020.

He served as our Chief Financial Officer from October 2016 to December 2020, Vice President and acting Chief Financial Officer from March 2016 to October 2016 and Vice President of Corporate Development from January 2012 to March 2016.

He founded a financial advisory firm where he represented public and private technology companies from 2010 to 2012.

He was Vice President of Business Development at Techwell, Inc. from 2007 until its acquisition by Intersil Corporation in 2010.

He also held several roles at Technology Crossover Ventures and Robertson Stephens prior to joining Techwell.

For the fiscal year ended October [removed: 31, 2021][added: 30, 2022]

The aggregate market value of voting and non-voting common equity held by non-affiliates as of April [removed: 30, 2021,] [added: 29, 2022,] based upon the closing sale price of such shares on The Nasdaq Global Select Market on such date was approximately [removed: $182.8] [added: $220.1] billion.

As of November [removed: 26, 2021,] [added: 25, 2022,] there were [removed: 412,873,968] [added: 417,886,140] shares of our common stock outstanding.

Portions of the registrant’s definitive Proxy Statement for its [removed: 2022] [added: 2023] Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K.

[removed: 2021] [added: 2022] ANNUAL REPORT ON FORM 10-K

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| [removed: [I](#i16e34ac9cf9f436bbf916f6018811ffe_1649267443673)[T](#i16e34ac9cf9f436bbf916f6018811ffe_1649267443673)[E](#i16e34ac9cf9f436bbf916f6018811ffe_1649267443673)[M](#i16e34ac9cf9f436bbf916f6018811ffe_1649267443673) [](#i16e34ac9cf9f436bbf916f6018811ffe_1649267443673)[9](#i16e34ac9cf9f436bbf916f6018811ffe_1649267443673)[C](#i16e34ac9cf9f436bbf916f6018811ffe_1649267443673)[.](#i16e34ac9cf9f436bbf916f6018811ffe_1649267443673)] [added: [ITEM 9C.](#i66fba71a04dc4921a880986986248772_169)] | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#i16e34ac9cf9f436bbf916f6018811ffe_1649267443673)] [added: INSPECTIONS](#i66fba71a04dc4921a880986986248772_169)] | | | [removed: [96](#i16e34ac9cf9f436bbf916f6018811ffe_1649267443673)] [added: [90](#i66fba71a04dc4921a880986986248772_169)] | | |

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| [ITEM [removed: 16.](#i16e34ac9cf9f436bbf916f6018811ffe_211)] [added: 16.](#i66fba71a04dc4921a880986986248772_199)] | | | [FORM 10-K [removed: SUMMARY](#i16e34ac9cf9f436bbf916f6018811ffe_211)] [added: SUMMARY](#i66fba71a04dc4921a880986986248772_199)] | | | [removed: [105](#i16e34ac9cf9f436bbf916f6018811ffe_211)] [added: [100](#i66fba71a04dc4921a880986986248772_199)] | | |

For example, the fiscal year ended October [removed: 31, 2021] [added: 30, 2022] was a 52-week year.

| [PART I.](#i66fba71a04dc4921a880986986248772_10) | | | | | | | | |

| [PART III.](#i66fba71a04dc4921a880986986248772_172) | | | | | | | | |

| [PART IV.](#i66fba71a04dc4921a880986986248772_190) | | | | | | | | |

| [SIGNATURES](#i66fba71a04dc4921a880986986248772_202) | | | | | | [101](#i66fba71a04dc4921a880986986248772_202) | | |

| 8.00% Mandatory Convertible Preferred Stock, Series A, $0.001 par value | | | AVGOP | | | The NASDAQ Global Select Market | | |

| [PART I.](#i16e34ac9cf9f436bbf916f6018811ffe_10) | | | | | | | | |

| [PART III.](#i16e34ac9cf9f436bbf916f6018811ffe_184) | | | | | | | | |

| [PART IV.](#i16e34ac9cf9f436bbf916f6018811ffe_202) | | | | | | | | |

| [SIGNATURES](#i16e34ac9cf9f436bbf916f6018811ffe_214) | | | | | | [106](#i16e34ac9cf9f436bbf916f6018811ffe_214) | | |

As of October [removed: 31, 2021,] [added: 30, 2022,] our owned and leased facilities in excess of 100,000 square feet consisted of:

| Owned facilities 1 | | | | | | 2,586,368 | | | | | | 928,888 | | | | | | 3,515,256 | | |

| Leased facilities 2 | | | | | | 796,508 | | | | | | 1,310,661 | | | | | | 2,107,169 | | |

| Total facilities | | | | | | 3,382,876 | | | | | | 2,239,549 | | | | | | 5,622,425 | | |

| Owned facilities 1 | | | | | | 2,477,165 | | | | | | 928,888 | | | | | | 3,406,053 | | |

| Leased facilities 2 | | | | | | 901,198 | | | | | | 1,309,369 | | | | | | 2,210,567 | | |

| Total facilities | | | | | | 3,378,363 | | | | | | 2,238,257 | | | | | | 5,616,620 | | |

As of November [removed: 26, 2021,] [added: 25, 2022,] there were [removed: 971] [added: 1,060] holders of record of our common stock.

During the fiscal quarter ended October [removed: 31, 2021,] [added: 30, 2022,] we paid approximately [removed: $266] [added: $274] million in employee withholding taxes due upon the vesting 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: $505.59] [added: $502.62] per share.

Repurchases under our stock repurchase [removed: program] [added: programs] may be effected through a variety of methods, including open market or privately negotiated purchases.

The timing and amount of shares repurchased will depend on the stock price, business and market conditions, corporate and regulatory requirements, alternative investment opportunities, acquisition [removed: opportunities] [added: opportunities,] and other factors.

We are not obligated to repurchase any specific amount of shares of common stock, and the stock repurchase [removed: program] [added: programs] may be suspended or terminated at any time.

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 Index”) and the NASDAQ 100 Index for the five fiscal years ended October [removed: 31, 2021.][added: 30, 2022.]

The total return graph and table assume that $100 was invested on October [removed: 28, 2016] [added: 27, 2017] (the last trading day of our fiscal year [removed: 2016)] [added: 2017)] in each of Broadcom Inc. common stock, the S&P 500 Index and the NASDAQ 100 Index and assume that all dividends are reinvested.

[removed: ][added: ]

| | | | | | | October [removed: 30, 2016 | | | | | | October] 29, 2017 | | | | | | November 4, 2018 | | | | | | November 3, 2019 | | | | | | November 1, 2020 | | | | | | October 31, 2021 | | | [added: | | | October 30, 2022 | | |]

Unregistered Sales of Equity Securities

On August 1, 2022, we issued 9,923 restricted shares of our common stock to one individual in connection with our acquisition of a company.

The restrictions lapse over three years subject to the individual's continued employment.

The issuance of these shares was exempt from registration under the Securities Act of 1933, as amended, in reliance upon Section 4(a)(2) thereof.

During fiscal year 2022, we repurchased and retired approximately 12 million shares of our common stock for $7 billion under this stock repurchase program.

In May 2022, our Board of Directors authorized another stock repurchase program to repurchase up to an additional $10 billion of our common stock from time to time through December 31, 2023.

| Broadcom Inc. | | | | | | $ | 100.00 | | | | | $ | 89.74 | | | | | $ | 125.30 | | | | | $ | 154.78 | | | | | $ | 242.74 | | | | | $ | 222.41 | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 107.58 | | | | | $ | 123.66 | | | | | $ | 134.35 | | | | | $ | 192.01 | | | | | $ | 165.18 | |

| NASDAQ 100 Index | | | | | | $ | 100.00 | | | | | $ | 113.29 | | | | | $ | 134.24 | | | | | $ | 183.52 | | | | | $ | 265.05 | | | | | $ | 194.63 | |

| Broadcom Inc. | | | | | | $ | 100.00 | | | | | $ | 152.15 | | | | | $ | 136.54 | | | | | $ | 190.64 | | | | | $ | 235.49 | | | | | $ | 369.32 | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 123.88 | | | | | $ | 133.27 | | | | | $ | 153.19 | | | | | $ | 166.44 | | | | | $ | 237.87 | |

| NASDAQ 100 Index | | | | | | $ | 100.00 | | | | | $ | 130.81 | | | | | $ | 148.20 | | | | | $ | 175.60 | | | | | $ | 240.06 | | | | | $ | 346.72 | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i16e34ac9cf9f436bbf916f6018811ffe_100)] [added: Firm](#i66fba71a04dc4921a880986986248772_88) (PCAOB ID 238)] | | | [removed: [50](#i16e34ac9cf9f436bbf916f6018811ffe_100)] [added: [48](#i66fba71a04dc4921a880986986248772_88)] | | |

| [Consolidated Balance [removed: Sheets](#i16e34ac9cf9f436bbf916f6018811ffe_103)] [added: Sheets](#i66fba71a04dc4921a880986986248772_91)] | | | [removed: [51](#i16e34ac9cf9f436bbf916f6018811ffe_103)] [added: [49](#i66fba71a04dc4921a880986986248772_91)] | | |

| [Consolidated Statements of [removed: Operations](#i16e34ac9cf9f436bbf916f6018811ffe_106)] [added: Operations](#i66fba71a04dc4921a880986986248772_94)] | | | [removed: [52](#i16e34ac9cf9f436bbf916f6018811ffe_106)] [added: [50](#i66fba71a04dc4921a880986986248772_94)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i16e34ac9cf9f436bbf916f6018811ffe_109)] [added: Income](#i66fba71a04dc4921a880986986248772_97)] | | | [removed: [53](#i16e34ac9cf9f436bbf916f6018811ffe_109)] [added: [51](#i66fba71a04dc4921a880986986248772_97)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i16e34ac9cf9f436bbf916f6018811ffe_112)] [added: Flows](#i66fba71a04dc4921a880986986248772_100)] | | | [removed: [54](#i16e34ac9cf9f436bbf916f6018811ffe_112)] [added: [52](#i66fba71a04dc4921a880986986248772_100)] | | |

| [Consolidated Statements of Stockholders' [removed: Equity](#i16e34ac9cf9f436bbf916f6018811ffe_115)] [added: Equity](#i66fba71a04dc4921a880986986248772_103)] | | | [removed: [55](#i16e34ac9cf9f436bbf916f6018811ffe_115)] [added: [53](#i66fba71a04dc4921a880986986248772_103)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i16e34ac9cf9f436bbf916f6018811ffe_118)] [added: Statements](#i66fba71a04dc4921a880986986248772_106)] | | | [removed: [56](#i16e34ac9cf9f436bbf916f6018811ffe_118)] [added: [54](#i66fba71a04dc4921a880986986248772_106)] | | |

| [Schedule II — Valuation and Qualifying [removed: Accounts](#i16e34ac9cf9f436bbf916f6018811ffe_172)] [added: Accounts](#i66fba71a04dc4921a880986986248772_157)] | | | [removed: [95](#i16e34ac9cf9f436bbf916f6018811ffe_172)] [added: [89](#i66fba71a04dc4921a880986986248772_157)] | | |

We have audited the accompanying consolidated balance sheets of Broadcom Inc. and its subsidiaries (the “Company”) as of October [removed: 31, 2021] [added: 30, 2022] and [removed: November 1, 2020,] [added: October 31, 2021,] and the related consolidated statements of operations, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended October [removed: 31, 2021,] [added: 30, 2022,] 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 October [removed: 31, 2021,] [added: 30, 2022,] based on criteria established in *Internal Control - Integrated 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 October [removed: 31, 2021] [added: 30, 2022] and [removed: November 1, 2020,] [added: October 31, 2021,] and the results of its operations and its cash flows for each of the three years in the period ended October [removed: 31, 2021] [added: 30, 2022] 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 October [removed: 31, 2021,] [added: 30, 2022,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

As described in Notes 2 and 12 to the consolidated financial statements, the gross unrecognized tax benefits balance was [removed: $5,030] [added: $5,117] million as of October [removed: 31, 2021.][added: 30, 2022.]

| | | | | | | October [added: 30, 2022 | | | | | | October] 31, 2021 | | | | | | November 1, 2020 | | |

| Cash and cash equivalents | | | | | | $ | [removed: 12,163] [added: 12,416] | | | | | $ | [removed: 7,618] [added: 12,163] | |

| Trade accounts receivable, net | | | | | | [removed: 2,071] [added: 2,958] | | | | | | [removed: 2,297] [added: 2,071] | | |

| Inventory | | | | | | [removed: 1,297] [added: 1,925] | | | | | | [removed: 1,003] [added: 1,297] | | |

| Other current assets | | | | | | [removed: 1,055] [added: 1,205] | | | | | | [removed: 977] [added: 1,055] | | |

| Total current assets | | | | | | [removed: 16,586] [added: 18,504] | | | | | | [removed: 11,895] [added: 16,586] | | |

| Property, plant and equipment, net | | | | | | [removed: 2,348] [added: 2,223] | | | | | | [removed: 2,509] [added: 2,348] | | |

| Goodwill | | | | | | [removed: 43,450] [added: 43,614] | | | | | | [removed: 43,447] [added: 43,450] | | |

| Intangible assets, net | | | | | | [removed: 11,374] [added: 7,111] | | | | | | [removed: 16,782] [added: 11,374] | | |

| Other long-term assets | | | | | | [removed: 1,812] [added: 1,797] | | | | | | [removed: 1,300] [added: 1,812] | | |

| Total assets | | | | | | $ | [removed: 75,570] [added: 73,249] | | | | | $ | [removed: 75,933] [added: 75,570] | |

| Accounts payable | | | | | | $ | [removed: 1,086] [added: 998] | | | | | $ | [removed: 836] [added: 1,086] | |

| Employee compensation and benefits | | | | | | [removed: 1,066] [added: 1,202] | | | | | | [removed: 877] [added: 1,066] | | |

| Current portion of long-term debt | | | | | | [removed: 290] [added: 440] | | | | | | [removed: 827] [added: 290] | | |

| Other current liabilities | | | | | | [removed: 3,839] [added: 4,412] | | | | | | [removed: 3,831] [added: 3,839] | | |

| Total current liabilities | | | | | | [removed: 6,281] [added: 7,052] | | | | | | [removed: 6,371] [added: 6,281] | | |

| Long-term debt | | | | | | [removed: 39,440] [added: 39,075] | | | | | | [removed: 40,235] [added: 39,440] | | |

| Other long-term liabilities | | | | | | [removed: 4,860] [added: 4,413] | | | | | | [removed: 5,426] [added: 4,860] | | |

| Total liabilities | | | | | | [removed: 50,581] [added: 50,540] | | | | | | [removed: 52,032] [added: 50,581] | | |

| Preferred stock dividend obligation | | | | | | [removed: 27] [added: —] | | | | | | 27 | | |

| Preferred stock, $0.001 par value; 100 shares authorized; 8.00% Mandatory Convertible Preferred Stock, Series A, [added: 0 and] 4 shares issued and outstanding; aggregate liquidation value of [removed: $3,737] [added: $0] and [removed: $3,738] [added: $3,737] as of October [removed: 31, 2021] [added: 30, 2022] and [removed: November 1, 2020,] [added: October 31, 2021,] respectively | | | | | | — | | | | | | — | | |

| Common stock, $0.001 par value; 2,900 shares authorized; [removed: 413] [added: 418] and [removed: 407] [added: 413] shares issued and outstanding as of October [removed: 31, 2021] [added: 30, 2022] and [removed: November 1, 2020,] [added: October 31, 2021,] respectively | | | | | | — | | | | | | — | | |

| Additional paid-in capital | | | | | | [removed: 24,330] [added: 21,159] | | | | | | [removed: 23,982] [added: 24,330] | | |

| Retained earnings | | | | | | [removed: 748] [added: 1,604] | | | | | | [removed: —] [added: 748] | | |

| Accumulated other comprehensive loss | | | | | | [removed: (116)] [added: (54)] | | | | | | [removed: (108)] [added: (116)] | | |

| Total stockholders’ equity | | | | | | [removed: 24,962] [added: 22,709] | | | | | | [removed: 23,874] [added: 24,962] | | |

| Total liabilities and equity | | | | | | $ | [removed: 75,570] [added: 73,249] | | | | | $ | [removed: 75,933] [added: 75,570] | |

| Basic | | | | | | $ | 27.44 | | | | | $ | 15.70 | | | | | $ | 6.62 | |

| Diluted | | | | | | $ | 26.53 | | | | | $ | 15.00 | | | | | $ | 6.33 | |

| Change in unrealized gain on derivative instruments | | | | | | 37 | | | | | | — | | | | | | — | | |

| Net income | | | | | | $ | 11,495 | | | | | $ | 6,736 | | | | | $ | 2,960 | |

| Purchases of investments | | | | | | (200) | | | | | | — | | | | | | — | | |

| Repurchases of common stock | | | | | | — | | | | | | — | | | | | | (12) | | | | | | — | | | | | | (3,316) | | | | | | (3,684) | | | | | | — | | | | | | (7,000) | | | | | | | | | | | | | | |

| Common stock issued in connection with Mandatory Convertible Preferred Stock conversion | | | | | | (4) | | | | | | — | | | | | | 12 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | |

| Balance as of October 30, 2022 | | | | | | — | | | | | | $ | — | | | | | 418 | | | | | | $ | — | | | | | $ | 21,159 | | | | | $ | 1,604 | | | | | $ | (54) | | | | | $ | 22,709 | | | | | | | | | | | | | |

We have two reportable segments: semiconductor solutions and infrastructure software.

We evaluate these assumptions at least annually.

*Derivative instruments.* We use derivative financial instruments to manage exposure to foreign exchange risk and interest rate risk.

We did not have any outstanding foreign exchange forward contracts as of October 30, 2022 or October 31, 2021.

During fiscal year 2022, we entered into treasury rate lock contracts that mature in approximately one year to hedge variability of cash flows due to changes in the benchmark interest rate of anticipated future debt issuances.

These treasury rate locks are designated and accounted for as cash flow hedging instruments.

As of October 30, 2022, the total notional amount of these contracts was $1.3 billion, and the fair value of these contracts was $47 million, which was recorded as a derivative asset with the gains recorded net of tax as a component of accumulated other comprehensive loss on our consolidated balance sheet.

Buildings and leasehold improvements are generally depreciated over 15 to 40 years,

Revenue from software arrangements primarily consists of fees, which may be paid either at contract inception or in

standalone selling price as adjusted for facts and circumstances applicable to that contract.

We early adopted this guidance at the beginning of fiscal year 2022 and it did not materially impact our consolidated financial statements.

“Segment Information.”

| Products | | | | | | $ | 2,371 | | | | | $ | 21,761 | | | | | $ | 2,145 | | | | | $ | 26,277 | |

| Subscriptions and services(a) | | | | | | 4,573 | | | | | | 744 | | | | | | 1,609 | | | | | | 6,926 | | |

| Total | | | | | | $ | 6,944 | | | | | $ | 22,505 | | | | | $ | 3,754 | | | | | $ | 33,203 | |

| Contract Liabilities | | | | | | $ | 3,341 | | | | | $ | 3,185 | |

On May 26, 2022, we entered into an Agreement and Plan of Merger (the “VMware Merger Agreement”) to acquire all of the outstanding shares of VMware, Inc. (“VMware”) in a cash-and-stock transaction (the “VMware Merger”) that values VMware at approximately $61 billion based on the closing price of Broadcom common stock on May 25, 2022.

We will also assume VMware’s closing date outstanding debt, net of expected cash.

Under the terms of the VMware Merger Agreement, each share of VMware common stock issued and outstanding immediately prior to the effective time of the VMware Merger will be indirectly converted into the right to receive, at the election of the holder of such share of VMware common stock, either $142.50 in cash, without interest, or 0.2520 shares of Broadcom common stock.

The stockholder election will be subject to proration, such that the total number of shares of VMware common stock entitled to receive cash and the total number of shares of VMware common stock entitled to receive Broadcom common stock, will, in each case, be equal to 50% of the aggregate number of shares of VMware common stock issued and outstanding immediately prior to the effective time of the VMware Merger.

We will assume all outstanding VMware RSU awards and performance stock unit awards held by continuing employees.

The assumed awards will be converted into RSU awards for shares of Broadcom common stock.

All outstanding in-the-money VMware stock options and RSU awards held by non-employee directors will be accelerated and converted into the right to receive cash and shares of Broadcom common stock, in equal parts.

Effective upon the effective time of the VMware Merger, one member of the VMware Board of Directors, to be mutually agreed by us and VMware, will be added to our Board of Directors.

In connection with the execution of the VMware Merger Agreement, we entered into a commitment letter on May 26, 2022, with certain financial institutions that committed to provide, subject to the terms and conditions of the commitment letter, a senior unsecured bridge facility in an aggregate principal amount of $32 billion.

The VMware Merger, which is expected to be completed in our fiscal year ending October 29, 2023 (“fiscal year 2023”), is subject to satisfaction or waiver of customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 and clearance under the antitrust laws of the European Union and certain other jurisdictions.

On October 3, 2022, we registered approximately 59 million shares of our common stock.

On November 4, 2022, VMware stockholders adopted the VMware Merger Agreement.

We and VMware each have termination rights under the VMware Merger Agreement and, under specified circumstances, upon termination of the agreement, we and VMware would be required to pay the other a termination fee of $1.5 billion.

We financed this acquisition with borrowings.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

December 17, 2021

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | |

| Income per share from continuing operations | | | | | | $ | 15.70 | | | | | $ | 6.62 | | | | | $ | 6.80 | |

| Loss per share from discontinued operations | | | | | | — | | | | | | — | | | | | | (0.03) | | |

| Diluted income per share attributable to common stock: | | | | | | | | | | | | | | | | | | | | |

| Income per share from continuing operations | | | | | | $ | 15.00 | | | | | $ | 6.33 | | | | | $ | 6.46 | |

| Net income per share | | | | | | $ | 15.00 | | | | | $ | 6.33 | | | | | $ | 6.43 | |

| Issuance of preferred stock, net | | | | | | — | | | | | | — | | | | | | 3,679 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance as of November 4, 2018 | | | | | | — | | | | | | $ | — | | | | | 408 | | | | | | $ | — | | | | | $ | 23,285 | | | | | $ | 3,487 | | | | | $ | (115) | | | | | $ | 26,657 | | | | | | | | | | | | | |

| Cumulative effect of accounting change | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8 | | | | | | (1) | | | | | | 7 | | | | | | | | | | | | | | |

| Preferred stock issued, net | | | | | | 4 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,679 | | | | | | — | | | | | | — | | | | | | 3,679 | | | | | | | | | | | | | | |

| Repurchases of common stock | | | | | | — | | | | | | — | | | | | | (21) | | | | | | — | | | | | | (2,571) | | | | | | (2,864) | | | | | | — | | | | | | (5,435) | | | | | | | | | | | | | | |

On November 5, 2018, we acquired CA, Inc. (“CA”).

The accompanying consolidated financial statements include the results of operations of the Symantec Business and CA commencing as of their respective acquisition dates.

See Note 4.

“Acquisitions” for additional information.

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.

During the first quarter of fiscal year 2020, we changed our organizational structure, resulting in two reportable segments: semiconductor solutions and infrastructure software.

Reclassifications have also been made to segment operating income.

Fiscal year 2019 segment results have been recast to conform to the current presentation.

These reclassifications have no impact on previously reported consolidated operating income.

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.

Post-retirement benefit plan assets and obligations are estimates of benefits that we expect to pay to eligible retirees.

We consider various factors in determining the value of our post-retirement benefit plan assets and obligations, including the number of employees that we expect to receive benefits and other actuarial assumptions.

Our forward contracts generally mature within three months.

The accounting for gains and losses resulting from changes in fair value depends on the use of the derivative and its hedging designation.

The changes in the fair value of the ineffective portion of the derivative instruments are recognized in other income, net in the period of change, which have not been material to date.

We did not have any outstanding derivative instruments as of October 31, 2021 or November 1, 2020.

Recent Accounting Guidance Not Yet Adopted

This approach differs from the current requirement to measure contract assets and contract liabilities acquired in a business combination at fair value.

The new guidance will be effective for the first quarter of our fiscal year ending October 29, 2023, with early adoption permitted.

The adoption impact of the new standard will depend on the magnitude of future acquisitions.

The standard will not impact acquired contract assets or liabilities from business combinations occurring prior to the adoption date.

The principal category we use to disaggregate revenues is the

“Segment Information”.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as of October [removed: 31, 2021.][added: 30, 2022.]

Based on the evaluation of our disclosure controls and procedures as of October [removed: 31, 2021,] [added: 30, 2022,] our CEO and CFO concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Our management assessed the effectiveness of our internal control over financial reporting as of October [removed: 31, 2021.][added: 30, 2022.]

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 October [removed: 31, 2021,] [added: 30, 2022,] our internal control over financial reporting is effective based on those criteria.

The effectiveness of our internal control over financial reporting, as of October [removed: 31, 2021] [added: 30, 2022] 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 October [removed: 31, 2021] [added: 30, 2022] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The information required by Item 10 is incorporated herein by reference from sections entitled [added: “Board of Directors,” “Corporate Governance” and] “Proposal 1 — Election of Directors” [removed: and “Corporate Governance”] in our definitive Proxy Statement for our [removed: 2022] [added: 2023] Annual Meeting of Stockholders.

The information required by Item 11 is incorporated herein by reference from sections entitled [removed: “Director Compensation”, “Compensation Discussion and Analysis”, “Executive Compensation”, “Compensation] [added: “Board of Directors — Director Compensation,” “Board of Directors — Board Committees — Compensation] Committee [removed: Report” and “Corporate Governance] — Compensation Committee Interlocks and Insider [removed: Participation"] [added: Participation,” “Compensation Discussion and Analysis,” “Compensation Committee Report” and “Executive Compensation”] in our definitive Proxy Statement for our [removed: 2022] [added: 2023] Annual Meeting of Stockholders.

The information required by Item 12 is incorporated herein by reference from sections entitled “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: 2022] [added: 2023] Annual Meeting of Stockholders.

The information required by Item 13 is incorporated herein by reference from sections entitled [removed: “Corporate Governance”] [added: “Board of Directors”] and “Certain Relationships and Related Party Transactions” in our definitive Proxy Statement for our [removed: 2022] [added: 2023] Annual Meeting of Stockholders.

The information required by Item 14 is incorporated herein by reference from the section entitled “Proposal 2 — Ratification of Appointment of [removed: Our] Independent Registered Public Accounting Firm” in our definitive Proxy Statement for our [removed: 2022] [added: 2023] Annual Meeting of Stockholders.

| [Reports of Independent Registered Public Accounting [removed: Firm](#i16e34ac9cf9f436bbf916f6018811ffe_100)] [added: Firm](#i66fba71a04dc4921a880986986248772_88)] | | | [removed: [50](#i16e34ac9cf9f436bbf916f6018811ffe_100)] [added: [48](#i66fba71a04dc4921a880986986248772_88)] | | |

| [Consolidated Balance [removed: Sheets](#i16e34ac9cf9f436bbf916f6018811ffe_103)] [added: Sheets](#i66fba71a04dc4921a880986986248772_91)] | | | [removed: [51](#i16e34ac9cf9f436bbf916f6018811ffe_103)] [added: [49](#i66fba71a04dc4921a880986986248772_91)] | | |

| [Consolidated Statements of [removed: Operations](#i16e34ac9cf9f436bbf916f6018811ffe_106)] [added: Operations](#i66fba71a04dc4921a880986986248772_94)] | | | [removed: [52](#i16e34ac9cf9f436bbf916f6018811ffe_106)] [added: [50](#i66fba71a04dc4921a880986986248772_94)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i16e34ac9cf9f436bbf916f6018811ffe_109)] [added: Income](#i66fba71a04dc4921a880986986248772_97)] | | | [removed: [53](#i16e34ac9cf9f436bbf916f6018811ffe_109)] [added: [51](#i66fba71a04dc4921a880986986248772_97)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i16e34ac9cf9f436bbf916f6018811ffe_112)] [added: Flows](#i66fba71a04dc4921a880986986248772_100)] | | | [removed: [54](#i16e34ac9cf9f436bbf916f6018811ffe_112)] [added: [52](#i66fba71a04dc4921a880986986248772_100)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i16e34ac9cf9f436bbf916f6018811ffe_118)] [added: Statements](#i66fba71a04dc4921a880986986248772_106)] | | | [removed: [56](#i16e34ac9cf9f436bbf916f6018811ffe_118)] [added: [54](#i66fba71a04dc4921a880986986248772_106)] | | |

The financial statement schedule of the Registrant and its subsidiaries for fiscal years [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] 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](#i16e34ac9cf9f436bbf916f6018811ffe_172)] [added: Accounts](#i66fba71a04dc4921a880986986248772_157)] | | | [removed: [95](#i16e34ac9cf9f436bbf916f6018811ffe_172)] [added: [89](#i66fba71a04dc4921a880986986248772_157)] | | |

| [added: Exhibit Number] | | | [removed: Description] | | | [added: Description] | | | [removed: Form] | | | [added: Form (File No.)] | | | [removed: Filing Date] | | | [added: Filing Date] | | | | | | [added: Filed Herewith] | | |

| 2.1# | | | | | | [Agreement and Plan of Merger, dated as of July 11, 2018, by and among [removed: Broadcom,] [added: Broadcom] Inc., Collie Acquisition Corp. and CA, Inc.](http://www.sec.gov/Archives/edgar/data/1730168/000119312518216419/d431012dex21.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | July 12, 2018 | | | | | | | | |

| 2.2# | | | | | | [Asset Purchase Agreement, dated [removed: as of] August 8, 2019, by and between Broadcom Inc. and Symantec Corporation.](http://www.sec.gov/Archives/edgar/data/1730168/000119312519217369/d790567dex21.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | August 9, 2019 | | | | | | | | |

| 3.1 | | | | | | [Amended and Restated Certificate of [removed: Incorporation](http://www.sec.gov/Archives/edgar/data/1730168/000119312518107559/d562806dex31.htm).] [added: Incorporation.](http://www.sec.gov/Archives/edgar/data/1730168/000119312518107559/d562806dex31.htm)] | | | | | | Broadcom Inc. Current Report on Form 8-K12B (Commission File [removed: No. 001-38449)] [added: No.001-38449)] | | | | | | April 4, 2018 | | | | | | | | |

| 4.2 | | | | | | [Form of Certificate of the 8.00% Mandatory Convertible Preferred Stock, Series A (included in [added: the] Exhibit 3.2).](http://www.sec.gov/Archives/edgar/data/1730168/000119312519258822/d779141dex31.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | September 30, 2019 | | | | | | | | |

| 4.3 | | | | | | [Description of Common [removed: Stock](http://www.sec.gov/Archives/edgar/data/1730168/000173016819000144/ex43descriptionofcommo.htm).] [added: Stock.](http://www.sec.gov/Archives/edgar/data/1730168/000173016819000144/ex43descriptionofcommo.htm)] | | | | | | Broadcom Inc. Annual Report on Form 10-K (Commission File No. 001-38449) | | | | | | December 20, 2019 | | | | | | | | |

| 4.4 | | | | | | [Description of 8.00% Mandatory Convertible Preferred Stock, Series [removed: A](http://www.sec.gov/Archives/edgar/data/1730168/000173016819000144/ex44descriptionofprefe.htm).] [added: A.](http://www.sec.gov/Archives/edgar/data/1730168/000173016819000144/ex44descriptionofprefe.htm)] | | | | | | Broadcom Inc. Annual Report on Form 10-K (Commission File No. 001-38449) | | | | | | December 20, 2019 | | | | | | | | |

| 4.5 | | | | | | [Indenture, dated as of January 19, 2017, by and among the Broadcom Corporation and Broadcom Cayman Finance Limited [removed: (“Co-Issuers”),] [added: (the “Co-Issuers”),] the guarantors and Wilmington Trust, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1649338/000119312517013399/d332675dex41.htm) | | | | | | Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690) | | | | | | January 20, 2017 | | | | | | | | |

| 4.6 | | | | | | [Supplement Indenture to the January 2017 Indenture, dated as of April 9, 2018.](http://www.sec.gov/Archives/edgar/data/1730168/000119312518111706/d562929dex41.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. [removed: 001-34889)] [added: 001-38449)] | | | | | | April 9, 2018 | | | | | | | | |

| 4.8 | | | | | | [Form of [removed: 2.375%] [added: 3.000%] Senior [removed: Note due 2020] [added: Note](http://www.sec.gov/Archives/edgar/data/1649338/000119312517013399/d332675dex41.htm)[s](http://www.sec.gov/Archives/edgar/data/1649338/000119312517013399/d332675dex41.htm) [due 2022] (included in Exhibit 4.5).](http://www.sec.gov/Archives/edgar/data/1649338/000119312517013399/d332675dex41.htm) | | | | | | Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690) | | | | | | January 20, 2017 | | | | | | | | |

| 4.9 | | | | | | [Form of [removed: 3.000%] [added: 3.625%] Senior [removed: Note due 2022] [added: Note](http://www.sec.gov/Archives/edgar/data/1649338/000119312517013399/d332675dex41.htm)[s](http://www.sec.gov/Archives/edgar/data/1649338/000119312517013399/d332675dex41.htm) [due 2024] (included in Exhibit 4.5).](http://www.sec.gov/Archives/edgar/data/1649338/000119312517013399/d332675dex41.htm) | | | | | | Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690) | | | | | | January 20, 2017 | | | | | | | | |

| 4.10 | | | | | | [Form of [removed: 3.625%] [added: 3.875%] Senior [removed: Note due 2024] [added: Note](http://www.sec.gov/Archives/edgar/data/1649338/000119312517013399/d332675dex41.htm)[s](http://www.sec.gov/Archives/edgar/data/1649338/000119312517013399/d332675dex41.htm) [due 2027] (included in Exhibit 4.5).](http://www.sec.gov/Archives/edgar/data/1649338/000119312517013399/d332675dex41.htm) | | | | | | Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690) | | | | | | January 20, 2017 | | | | | | | | |

| [removed: 4.11] [added: 4.14] | | | | | | [Form of [removed: 3.875%] [added: 2.650%] Senior [removed: Note due 2027] [added: Note](http://www.sec.gov/Archives/edgar/data/1649338/000119312517311851/d472495dex41.htm)[s](http://www.sec.gov/Archives/edgar/data/1649338/000119312517311851/d472495dex41.htm) [due 2023] (included in Exhibit [removed: 4.5).](http://www.sec.gov/Archives/edgar/data/1649338/000119312517013399/d332675dex41.htm)] [added: 4.11).](http://www.sec.gov/Archives/edgar/data/1649338/000119312517311851/d472495dex41.htm)] | | | | | | Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690) | | | | | | [removed: January 20,] [added: October 17,] 2017 | | | | | | | | |

| [removed: 4.12] [added: 4.11] | | | | | | [Indenture, dated as of October 17, 2017, by and among the Co-Issuers, the guarantors and Wilmington Trust, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1649338/000119312517311851/d472495dex41.htm) | | | | | | Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690) | | | | | | October 17, 2017 | | | | | | | | |

| [removed: 4.13] [added: 4.12] | | | | | | [removed: [Supplement] [added: [Supplemental] Indenture to October 2017 Indenture, dated as of April 9, 2018.](http://www.sec.gov/Archives/edgar/data/1730168/000119312518111706/d562929dex42.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | April 9, 2018 | | | | | | | | |

| [removed: 4.14] [added: 4.13] | | | | | | [Second [removed: Supplement] [added: Supplemental] Indenture to October 2017 Indenture, [removed: dated] [added: dates] as of January 25, 2019.](http://www.sec.gov/Archives/edgar/data/1730168/000119312519017097/d684347dex42.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | January 25, 2019 | | | | | | | | |

| 4.15 | | | | | | [Form of [removed: 2.200%] [added: 3.125%] Senior [removed: Note due 2021] [added: Note](http://www.sec.gov/Archives/edgar/data/1649338/000119312517311851/d472495dex41.htm)[s](http://www.sec.gov/Archives/edgar/data/1649338/000119312517311851/d472495dex41.htm) [due 2025] (included in Exhibit [removed: 4.12).](http://www.sec.gov/Archives/edgar/data/1649338/000119312517311851/d472495dex41.htm)] [added: 4.11).](http://www.sec.gov/Archives/edgar/data/1649338/000119312517311851/d472495dex41.htm)] | | | | | | Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690) | | | | | | October 17, 2017 | | | | | | | | |

| 4.16 | | | | | | [Form of [removed: 2.650%] [added: 3.500%] Senior [removed: Note due 2023] [added: Note](http://www.sec.gov/Archives/edgar/data/1649338/000119312517311851/d472495dex41.htm)[s](http://www.sec.gov/Archives/edgar/data/1649338/000119312517311851/d472495dex41.htm) [due 2028] (included in Exhibit [removed: 4.12).](http://www.sec.gov/Archives/edgar/data/1649338/000119312517311851/d472495dex41.htm)] [added: 4.11).](http://www.sec.gov/Archives/edgar/data/1649338/000119312517311851/d472495dex41.htm)] | | | | | | Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690) | | | | | | October 17, 2017 | | | | | | | | |

| [removed: 4.17] [added: 4.18] | | | | | | [Form of [removed: 3.125%] [added: 3.625%] Senior [removed: Note] [added: Notes] due [removed: 2025] [added: 2024] (included in Exhibit [removed: 4.12).](http://www.sec.gov/Archives/edgar/data/1649338/000119312517311851/d472495dex41.htm)] [added: 4.17).](http://www.sec.gov/Archives/edgar/data/1730168/000119312519099260/d719856dex41.htm)] | | | | | | Broadcom [removed: Limited] [added: Inc.] Current Report on Form 8-K (Commission File No. [removed: 001-37690)] [added: 001-38449)] | | | | | | [removed: October 17, 2017] [added: April 5, 2019] | | | | | | | | |

| [removed: 4.18] [added: 4.31] | | | | | | [Form of [removed: 3.500%] [added: 4.110%] Senior [removed: Note] [added: Notes] due 2028 (included in Exhibit [removed: 4.12).](http://www.sec.gov/Archives/edgar/data/1649338/000119312517311851/d472495dex41.htm)] [added: 4.29).](http://www.sec.gov/Archives/edgar/data/1730168/000119312520148648/d933113dex41.htm)] | | | | | | Broadcom [removed: Limited] [added: Inc.] Current Report on Form 8-K (Commission File No. [removed: 001-37690)] [added: 001-38449)] | | | | | | [removed: October 17, 2017] [added: May 21, 2020] | | | | | | | | |

| [removed: 4.19] [added: 4.17] | | | | | | [Indenture, dated as of April 5, 2019, by and among the Company, as Issuer, Broadcom Technologies Inc., Broadcom Corporation and Broadcom Cayman Finance Limited (the “2019 Guarantors”), and Wilmington Trust, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1730168/000119312519099260/d719856dex41.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | April 5, 2019 | | | | | | | | |

| 4.20 | | | | | | [Form of [removed: 3.125%] [added: 4.750%] Senior [removed: Note] [added: Notes] due [removed: 2021] [added: 2029] (included in Exhibit [removed: 4.19).](http://www.sec.gov/Archives/edgar/data/1730168/000119312519099260/d719856dex41.htm)] [added: 4.17).](http://www.sec.gov/Archives/edgar/data/1730168/000119312519099260/d719856dex41.htm)] | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | April 5, 2019 | | | | | | | | |

| [removed: 4.21] [added: 4.19] | | | | | | [Form of [removed: 3.125%] [added: 4.250%] Senior [removed: Note] [added: Notes] due [removed: 2022] [added: 2026] (included in Exhibit [removed: 4.19).](http://www.sec.gov/Archives/edgar/data/1730168/000119312519099260/d719856dex41.htm)] [added: 4.17).](http://www.sec.gov/Archives/edgar/data/1730168/000119312519099260/d719856dex41.htm)] | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | April 5, 2019 | | | | | | | | |

| 4.22 | | | | | | [Form of [removed: 3.625%] [added: 4.700%] Senior [removed: Note] [added: Notes] due [removed: 2024] [added: 2025] (included in Exhibit [removed: 4.19).](http://www.sec.gov/Archives/edgar/data/1730168/000119312519099260/d719856dex41.htm)] [added: 4.21)](https://www.sec.gov/Archives/edgar/data/1730168/000119312520102580/d823740dex41.htm).] | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | April [removed: 5, 2019] [added: 9, 2020] | | | | | | | | |

| 4.23 | | | | | | [Form of [removed: 4.250%] [added: 5.000%] Senior [removed: Note] [added: Notes] due [removed: 2026] [added: 2030] (included in Exhibit [removed: 4.19).](http://www.sec.gov/Archives/edgar/data/1730168/000119312519099260/d719856dex41.htm)] [added: 4.21)](https://www.sec.gov/Archives/edgar/data/1730168/000119312520102580/d823740dex41.htm).] | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | April [removed: 5, 2019] [added: 9, 2020] | | | | | | | | |

| [removed: 4.24] [added: 4.48] | | | | | | [Form of [removed: 4.750%] [added: 4.00%] Senior [removed: Note] [added: Notes] due 2029 (included in Exhibit [removed: 4.19).](http://www.sec.gov/Archives/edgar/data/1730168/000119312519099260/d719856dex41.htm)] [added: 4.47).](http://www.sec.gov/Archives/edgar/data/1730168/000119312522105918/d341029dex41.htm)] | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | April [removed: 5, 2019] [added: 15, 2022] | | | | | | | | |

| [removed: 4.25] [added: 4.50] | | | | | | [Registration Rights Agreement, dated as of April [removed: 5, 2019, by and among the Company,] [added: 14, 2022, between] the [removed: 2019 Guarantors and Merrill Lynch, Pierce, Fenner & Smith Incorporated] [added: Company] and [removed: J.P. Morgan] [added: BofA Securities, Inc., HSBC] Securities [added: (USA) Inc., and RBC Capital Markets,] LLC, as representatives of the several initial purchasers of the April [removed: 2019 Notes.](http://www.sec.gov/Archives/edgar/data/1730168/000119312519099260/d719856dex47.htm)] [added: 2022 Senior Notes.](http://www.sec.gov/Archives/edgar/data/1730168/000119312522105918/d341029dex44.htm)] | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | April [removed: 5, 2019] [added: 15, 2022] | | | | | | | | |

| [removed: 4.26] [added: 4.21] | | | | | | [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 [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1730168/000119312520102580/d823740dex41.htm)] [added: trustee.](https://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 | | | | | | | | |

| [removed: 4.27] [added: 4.26] | | | | | | [Form of [removed: 4.700%] [added: 3.150%] Senior Notes due 2025 (included in Exhibit [removed: 4.26).](http://www.sec.gov/Archives/edgar/data/1730168/000119312520102580/d823740dex41.htm)] [added: 4.24).](https://www.sec.gov/Archives/edgar/data/1730168/000119312520137528/d921783dex41.htm)] | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | [removed: April 9,] [added: May 8,] 2020 | | | | | | | | |

| 4.28 | | | | | | [Form of [removed: 5.000%] [added: 4.300%] Senior Notes due [removed: 2030] [added: 2032] (included in Exhibit [removed: 4.26).](http://www.sec.gov/Archives/edgar/data/1730168/000119312520102580/d823740dex41.htm)] [added: 4.24).](https://www.sec.gov/Archives/edgar/data/1730168/000119312520137528/d921783dex41.htm)] | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | [removed: April 9,] [added: May 8,] 2020 | | | | | | | | |

| [removed: 4.29] [added: 4.38] | | | | | | [Registration Rights Agreement, dated as of [removed: April 9, 2020,] [added: January 19, 2021,] by and among the Company, the 2020 Guarantors and [removed: J.P.] Morgan [added: Stanley & Co. LLC, BNP Paribas] Securities [added: Corp., RBC Capital Markets,] LLC, [added: SMBC Nikko Securities America, Inc., and Truist Securities, Inc.,] as [removed: representative] [added: representatives] of the several initial purchasers of the [removed: April 2020] [added: January 2021] Senior [removed: Notes.](http://www.sec.gov/Archives/edgar/data/1730168/000119312520102580/d823740dex44.htm)] [added: Notes.](http://www.sec.gov/Archives/edgar/data/1730168/000119312521011422/d161188dex47.htm)] | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | [removed: April 9, 2020] [added: January 19, 2021] | | | | | | | | |

| [removed: 4.30] [added: 4.24] | | | | | | [Indenture, dated as of May 8, 2020, by and among the Company, as Issuer, the 2020 Guarantors, and Wilmington Trust, National Association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1730168/000119312520137528/d921783dex41.htm)] [added: trustee.](https://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 | | | | | | | | |

| [Consolidated Statements of](#i66fba71a04dc4921a880986986248772_103) [Stockholders](#i66fba71a04dc4921a880986986248772_103)[’](#i66fba71a04dc4921a880986986248772_103) [](#i66fba71a04dc4921a880986986248772_103)[Equity](#i66fba71a04dc4921a880986986248772_103) | | | [53](#i66fba71a04dc4921a880986986248772_103) | | |

| | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | |

| | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | |

| Exhibit Number | | | | | | Description | | | | | | Form (File No.) | | | | | | Filing Date | | | | | | Filed Herewith | | |

| | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | |

| Exhibit Number | | | | | | Description | | | | | | Form (File No.) | | | | | | Filing Date | | | | | | Filed Herewith | | |

| | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | |

| Exhibit Number | | | | | | Description | | | | | | Form (File No.) | | | | | | Filing Date | | | | | | Filed Herewith | | |

| | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | |

| Exhibit Number | | | | | | Description | | | | | | Form (File No.) | | | | | | Filing Date | | | | | | Filed Herewith | | |

| | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | |

| Exhibit Number | | | | | | Description | | | | | | Form (File No.) | | | | | | Filing Date | | | | | | Filed Herewith | | |

| | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | |

| Exhibit Number | | | | | | Description | | | | | | Form (File No.) | | | | | | Filing Date | | | | | | Filed Herewith | | |

| | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | |

| Exhibit Number | | | | | | Description | | | | | | Form (File No.) | | | | | | Filing Date | | | | | | Filed Herewith | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | |

| Exhibit Number | | | | | | Description | | | | | | Form (File No.) | | | | | | Filing Date | | | | | | Filed Herewith | | |

| 99.1 | | | | | | [Voting Agreement, dated as of May 26, 2022, by and among Broadcom Inc., Michael S. Dell and Susan Lieberman Dell Separate Property Trust.](http://www.sec.gov/Archives/edgar/data/1730168/000119312522161016/d525235dex991.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | May 26, 2022 | | | | | | | | |

| 99.2 | | | | | | [Voting Agreement, dated as of May 26, 2022, by and among Broadcom Inc., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., Silver Lake Partners V DE (AIV), L.P., Silver Lake Technology Investors V, L.P., SL SPV-2, L.P. and Silver Lake Group, L.L.C.](http://www.sec.gov/Archives/edgar/data/1730168/000119312522161016/d525235dex992.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | May 26, 2022 | | | | | | | | |

| [Consolidated Statements of Equity](#i16e34ac9cf9f436bbf916f6018811ffe_115) | | | [55](#i16e34ac9cf9f436bbf916f6018811ffe_115) | | |

| Exhibit No. | | | | | | | | | | | | Incorporated by Referenced Herein | | | | | | | | | | | | Filed Herewith | | |

| 4.54 | | | | | | [Registration Rights Agreement, dated as of September 30, 2021, by and among the Company and BNP Paribas Securities Corp., J.P. Morgan Securities LLC and TD Securities (USA) LLC, as dealer-managers in connection with the 2021 Exchange Offers.](http://www.sec.gov/Archives/edgar/data/1730168/000119312521287948/d238245dex44.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | September 30, 2021 | | | | | | | | |

| 10.28+ | | | | | | [Form of Performance Share Unit Agreement (Relative TSR) under Broadcom Corporation 2012 Stock Incentive Plan (effective March 15, 2018).](http://www.sec.gov/Archives/edgar/data/1649338/000164933818000027/ex105formofperformanceshar.htm) | | | | | | Broadcom Limited Quarterly Report on Form 10-Q (Commission File No. 001-37690) | | | | | | March 15, 2018 | | | | | | | | |

| 10.29+ | | | | | | [Form of Performance Stock Unit Award Agreement under the Broadcom Inc. 2012 Stock Incentive Plan (effective April 5, 2021).](http://www.sec.gov/Archives/edgar/data/1730168/000173016821000116/ex104formofperformancestoc.htm) | | | | | | Broadcom Inc. Quarterly Report on Form 10-Q (Commission File No. 001-38449) | | | | | | June 11, 2021 | | | | | | | | |

| 10.33+ | | | | | | [Policy on Acceleration of Equity Awards in the Event of Death (as amended June 2, 2021).](http://www.sec.gov/Archives/edgar/data/1730168/000173016821000110/ex102accelerationofequitya.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | June 3, 2021 | | | | | | | | |

| 10.37+ | | | | | | [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. 001-38449) | | | | | | June 16, 2018 | | | | | | | | |

Date: December [removed: 17, 2021][added: 16, 2022]

| /s/ Hock E. Tan | | | | | | President and Chief Executive Officer and Director (Principal Executive Officer) | | | | | | December [removed: 17, 2021] [added: 16, 2022] | | |

| /s/ Kirsten M. Spears | | | | | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | | | | | December [removed: 17, 2021] [added: 16, 2022] | | |

| /s/ Henry Samueli | | | | | | Chairman of the Board of Directors | | | | | | December [removed: 17, 2021] [added: 16, 2022] | | |

| /s/ Eddy W. Hartenstein | | | | | | Lead Independent Director | | | | | | December [removed: 17, 2021] [added: 16, 2022] | | |

| /s/ Diane M. Bryant | | | | | | Director | | | | | | December [removed: 17, 2021] [added: 16, 2022] | | |

| /s/ Gayla J. Delly | | | | | | Director | | | | | | December [removed: 17, 2021] [added: 16, 2022] | | |

| /s/ Raul F. Fernandez | | | | | | Director | | | | | | December [removed: 17, 2021] [added: 16, 2022] | | |

| /s/ Check Kian Low | | | | | | Director | | | | | | December [removed: 17, 2021] [added: 16, 2022] | | |

| /s/ Justine F. Page | | | | | | Director | | | | | | December [removed: 17, 2021] [added: 16, 2022] | | |

| /s/ Harry L. You | | | | | | Director | | | | | | December [removed: 17, 2021] [added: 16, 2022] | | |