Broadcom (AVGO) 10-K risk factor changes: FY2023 vs FY2022

- [removed: Our dependence] [added: We are dependent] on senior management and if we are unable to attract and retain qualified personnel, we may not be able to execute our business strategy effectively.

- The failure to [removed: complete or] realize the expected benefits [removed: of our acquisition of VMware, Inc. (“VMware Merger”)] [added: from the VMware Merger] may adversely affect our business and [added: the value of] our [removed: stock price.][added: common stock.]

- We may be involved in legal proceedings, including IP, securities litigation, and employee-related [removed: claims.][added: claims that could adversely affect our business.]

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

An escalation of trade tensions between the U.S. and China has resulted in trade [removed: restrictions] [added: restrictions, increased protectionism] and increased tariffs that harm our ability to participate in Chinese markets or compete effectively with Chinese companies.

Sustained uncertainty about, or worsening of, current global economic conditions and further escalation of trade tensions between the U.S. and its trading partners, especially China, and possible [added: decoupling of the U.S. and China economies, could result in a global economic slowdown and long-term changes to global trade.]

The industry [removed: recently] [added: previously] experienced a significant upturn due to [removed: the] [added: a] supply imbalance that resulted in record profitability and increases in average selling prices.

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

The majority of our sales [added: have historically] come from a small number of customers and a reduction in demand or loss of one or more of our significant customers may adversely affect our business.

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

For fiscal year [removed: 2022,] [added: 2023,] sales to distributors accounted for [removed: 56%] [added: 57%] of our net revenue.

We believe aggregate sales, through all channels, to Apple and our top five end customers, accounted for approximately 20% and 35% of our net revenue for fiscal year [removed: 2022,] [added: 2023,] respectively.

This customer concentration increases the risk of quarterly fluctuations in our operating results and our sensitivity to any [removed: material,] [added: material] adverse developments experienced by our significant customers.

TSMC, one of our CMs, manufactured approximately 90% of the wafers manufactured by our CMs during fiscal year [removed: 2022.][added: 2023.]

This could [removed: also] [added: damage our relationships with our customers or] 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 operations and gross margin.

Further, any substantial disruption in the contract manufacturing services that we utilize, including TSMC’s supply of wafers to us, as a result of a natural disaster, climate change, water shortages, political unrest, military conflicts, geopolitical turmoil, trade tensions, government orders, [added: labor shortages,] medical epidemics, such as the COVID-19 pandemic, economic instability, equipment failure or other cause, could materially harm our business, customer relationships and results of operations.

During fiscal year [removed: 2022,] [added: 2023,] we purchased approximately two-thirds of our manufacturing materials from five materials providers, some of which are single source suppliers.

[removed: We do not generally have long-term] contracts with our materials providers and substantially all of our purchases are on a purchase order basis.

For example, [removed: due to] [added: macroeconomic and geopolitical conditions, as well as] the COVID-19 pandemic, [removed: we have experienced] [added: caused] some supply constraints and increases in prices, including with respect to wafers and substrates.

[removed: Further, continued] [added: Any such] supply constraints [removed: for these or any other reasons] could result in loss of revenue opportunities and adversely impact our business, financial condition and results of operations.

The U.S. government may also add companies to its restricted entity list and/or technologies to its list of prohibited exports to specific countries, which have had and [removed: will] [added: may] continue to have an adverse effect on our ability to sell our products and our revenue.

For example, if a country in which our products are manufactured or sold sets technical standards that are not widely shared, it may require us to stop distributing our products commercially until they comply with such new standards, lead certain of our customers to suspend imports of their products into that country, require manufacturers in that country to manufacture products with different technical standards and disrupt cross-border [removed: manufacturing relationships, any of which could have a material adverse effect on our business, financial condition and results of operations.]

In addition, as of October [removed: 30, 2022,] [added: 29, 2023,] 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 turmoil (including China-Taiwan relations), including terrorism, war or political or military coups, state-sponsored or politically motivated cyber-attacks, or civil disturbances or political instability [removed: foreign] [added: (foreign] and [removed: domestic;][added: domestic);]

In addition, the laws in various countries are constantly evolving and may, in some cases, conflict with each [removed: other.][added: other or with agreements we have made in one or more jurisdictions.]

We [removed: are also] largely [removed: building semiconductor products] [added: build] to order and [removed: this] [added: have extended customer lead times substantially, which] has limited and may continue to limit our ability to fulfill orders and satisfy all of the demand for our products.

We are subject to risks associated with our distributors and other channel partners, including product inventory levels [removed: and product] [added: and product] sell-through.

Sales to distributors accounted for [removed: 56%] [added: 57%] of our net revenue in the fiscal year ended October [removed: 30, 2022] [added: 29, 2023] and are subject to a number of risks, including:

In addition, we [removed: are selling] [added: sell] our semiconductor products through an increasingly limited number of distributors, which exposes us to additional customer concentration and related credit risks.

Competition for these employees is significant in many areas of the world in which we operate, particularly [added: in Silicon Valley and Southeast Asia where qualified engineers are in high demand.]

[removed: As a result,] [added: If] we [removed: may need] [added: are unable] to [removed: change] [added: continue] our current equity granting philosophy, [removed: which] [added: this] could impair our efforts to attract and retain necessary personnel.

Failure to realize the benefits expected from the VMware Merger could adversely affect [added: our business and] 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 [removed: any of them, or realize them within the anticipated timeframe.][added: these benefits.]

The challenges involved in this integration, which [removed: will be] [added: are] complex and time consuming, include the following:

- coordinating and integrating operations in countries in which we have not previously operated; [removed: and]

- integrating [removed: employees and related HR systems] [added: the VMware workforce, including managing employee transitions] and [removed: benefits,] [added: attrition,] 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 [removed: on] [added: within] our anticipated timeframe or at all and our revenue, expenses, operating results, financial condition and stock price could be materially adversely affected.

In addition, current and future changes to the U.S. and foreign regulatory approval process and requirements related to [removed: acquisitions, including the VMware Merger,] [added: acquisitions] may cause approvals to take longer than anticipated, not be forthcoming or contain burdensome conditions, which may prevent the transaction or jeopardize, delay or reduce the anticipated benefits of the transaction, and impede the execution of our business strategy.

- the timing of launches by our customers of new product in which our products are included and changes in end-user demand for our customers’ [removed: the] products;

- fluctuations in the levels of component or product inventories held by our [removed: customers;][added: customers, which may lead to increased requests to delay shipment of our products;]

- If demand for our data center virtualization products is less than anticipated, our business could be adversely affected.

- The growth of our software business depends on customer acceptance of our newer products and services.

- Our use of open source software in certain products and services could materially adversely affect our business, financial condition and results of operations.

- Our sales to government customers subject us to uncertainties and governmental regulations, which could have a material adverse effect on our business.

- Failure to effectively manage our products and services lifecycles could harm our business.

- We have potential tax liabilities as a result of VMware’s former controlling ownership by Dell, which could have an adverse effect on our financial condition and operating results.

Furthermore, government authorities may take retaliatory actions, impose conditions for the supply of products or require the license or other transfer of intellectual property, which could have a material adverse effect on our business.

manufacturing relationships, any of which could have a material adverse effect on our business, financial condition and results of operations.

- difficulty in enforcing contracts, collecting accounts receivables and maintaining appropriate financial control;

As part of our integration of the VMware business, we plan to focus on VMware’s core business of creating private and hybrid cloud environments among large enterprises globally and divesting non-core assets.

If VMware customers do not accept this plan, the investments we have made or may make to implement this plan may be of no or limited value, we may lose customers, our financial results may be adversely affected and our stock price may suffer.

- reorienting the VMware sales and marketing force to align with the change in strategy and effectively position the business; and

We expect our dependence on channel partners will increase following the VMware Merger.

Failure to maintain good relationships with our distributors and channel partners could adversely impact our business.

These systems and services are both internally managed and outsourced, and in many cases we rely upon third-party data centers.

may be unable to anticipate these techniques or to implement adequate preventative measures.

As a critical vendor in the digital supply chain for both governmental entities and critical infrastructure operators, we and our products may be targeted by those seeking to threaten the confidentiality, integrity and availability of systems supporting essential public services.

Businesses we acquire may increase the scope and complexity of our IT networks, and this may increase our risk exposure to cyber-attacks when there are difficulties integrating diverse legacy systems that support operations for the acquired businesses.

In addition, certain aspects of effective cybersecurity are dependent upon our employees, contractors and other trusted partners reliably safeguarding secrets (e.g., application credentials) and adhering to our security policies and access control mechanisms.

We have in the past experienced, and expect in the future to experience, security incidents arising from a failure to properly handle such secrets or adhere to such policies and, although no such events have had a material adverse effect on our business, there can be no assurance that an insider threat will not result in an incident that is material to Broadcom.

Our logging, alerting and cyber incident detection mechanisms may not cover every system potentially targeted by threat actors, may not have the capability to detect certain types of unauthorized activities, and may not capture and surface information sufficient to enable us to timely detect and take responsive action to insider or external threats.

We do not generally have long-term

A prolonged disruption at or shut-down of one or more of our manufacturing facilities or warehouses, especially our Colorado, Singapore, Malaysia and Pennsylvania facilities, or those of our CMs or suppliers, due to natural- or man-made

For example, in September 2023 we settled a patent infringement claim filed by California Institute of Technology against Broadcom and Apple.

If demand for our data center virtualization products is less than anticipated, our business could be adversely affected.

We expect to generate a significant portion of our software revenue from our data center virtualization products.

However, if businesses build new or shift existing compute workloads off-premises to public cloud providers, this could limit the market for on-premises deployments of our data center virtualization products.

Although we have developed, and will continue to develop, products to extend our product offerings to the public cloud, if demand for our server virtualization products is significantly less than anticipated, our business, financial condition, results of operations and cash flows may be adversely affected.

The growth of our software business depends on customer acceptance of our newer products and services.

Many of our software products and services are based on data center virtualization, application modernization and related hybrid-cloud technologies used to manage distributed computing architectures, which form the foundation for hybrid-cloud computing.

We expect to increase product development and marketing and sales efforts toward products and services that enable businesses to modernize applications and efficiently implement their hybrid-cloud services.

These cloud and SaaS initiatives present new and difficult technological, operational and compliance challenges.

We expect significant investments will be required to develop or acquire solutions to address those challenges.

Current and future customers may not perceive benefits and cost savings associated with adopting our hybrid-cloud and application platform solutions or we may fail to realize returns on our investments in new initiatives, which could harm our results of operations.

These customers often do not have a contractual obligation to purchase additional solutions.

Open source licenses are generally “as-is” and do not provide warranties, support or assurance of title or controls on origin of the software, which exposes us to potential liability if the software fails to work or infringes the intellectual property of a third-party.

In addition, we may receive inquiries or claims from authors, distributors or recipients of open source software included in our products regarding our compliance with the conditions of such open source licenses and we may be required to take steps to avoid or remedy an alleged infringement or noncompliance, including modifying our product code, stopping the distribution of some of our products, paying damages or releasing the source code of our propriety software.

Further, although we believe that we have complied with our obligations under the licenses for such open source software, there is little legal precedent governing the interpretation of some terms in some of these licenses, which increases the risk that a court could interpret the licenses differently than we do.

Our products are complex and, when deployed, may contain errors, defects or security vulnerabilities, some of which may not be discovered before the product has been released, installed and used by customers.

The complexity and breadth of our technical and production environments, which involve globally dispersed development and engineering teams, increases the risk that errors, defects or vulnerabilities will be introduced and may delay our ability to detect, mitigate or remediate such incidents.

Many of the following risks and uncertainties are, and may continue to be, exacerbated by the COVID-19 pandemic.

- The COVID-19 pandemic has disrupted normal business activity.

- Use of open source code sources, which, under certain circumstances could materially adversely affect us.

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

This has in the past damaged, and may in the future damage our relationships with our customers.

The supply constraints have had, and may continue to have, a negative impact on our customer relationships.

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

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

We 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 allocation.

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

The pandemic resulted in authorities around the world implementing numerous unprecedented measures, such as travel restrictions quarantines, shelter-in-place order, and factory and office shutdowns, that impacted our workforce and

operations, and those of our customers, CMs, suppliers and logistics providers.

In addition, disruptions to commercial transportation infrastructure 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.

This resulted in significant logistical challenges and product delays, which could recur in the event of any future closures of, or periods of reduced operations at, our warehouse or the facilities of our suppliers and providers.

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

However, existing or new precautionary measures or modifications in our business practices and policies, may negatively impact our business or operations, especially if the spread of COVID-19 (including any variants) worsens significantly.

In addition, any actions we take may not be sufficient to mitigate the risk of infection and could result in a significant number of COVID-19-related claims.

If a significant number of our employees, or employees and third parties performing key functions, including our Chief Executive Officer and members of our Board of Directors, become ill, our business may be further adversely impacted.

In addition, changes to state workers’ compensation laws, such as those in California, may increase our potential liability for such claims.

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.*”

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 to what extent normal economic and operating conditions resume.

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

However, the amendments to our 2012 Stock Incentive Plan approved by our stockholders in 2021 significantly reduced the number of shares available for equity awards.

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.

For example, in August 2020 judgment was entered against Broadcom and Apple for infringement of certain patents and California Institute of Technology was awarded past damages of $270.2 million from Broadcom and $837.8 million from Apple, for which Apple is seeking indemnification from Broadcom.

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.

During the COVID-19 pandemic, we have moved largely to a build to order model and have extended customer lead times substantially in light of supply chain challenges.

More typically, however, to ensure the availability of our semiconductor products we start manufacturing based on customer forecasts, which are not binding.

As a result, we incur inventory and manufacturing costs in advance of anticipated sales that may be substantially lower than expected.

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

Further, although some open source vendors provide warranty and support agreements, it is common for such software to be available “as-is” with no warranty, indemnity or support.

applications and databases.

There is an increasing focus on corporate social and environmental responsibility in the semiconductor industry, particularly with OEMs that manufacture consumer electronics.

The following section generally discusses our financial condition and results of operations for our fiscal year ended October [removed: 30, 2022] [added: 29, 2023] (“fiscal year [removed: 2022”)] [added: 2023”)] compared to our fiscal year ended October [removed: 31, 2021] [added: 30, 2022] (“fiscal year [removed: 2021”).][added: 2022”).]

A discussion regarding our financial condition and results of operations for 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”)] can be found in Part II, Item 7 of our Annual Report on Form 10-K for fiscal year [removed: 2021,] [added: 2022,] filed with the Securities and Exchange Commission (the “SEC”) on December [removed: 17, 2021.][added: 16, 2022.]

Our portfolio of [removed: industry-leading] infrastructure and security software is designed to modernize, optimize, and secure the most complex hybrid environments, enabling scalability, agility, automation, insights, resiliency and security.

Highlights during fiscal year [removed: 2022] [added: 2023] include the following:

- We generated [removed: $16,736] [added: $18,085] million of cash from operations.

- We paid [removed: $7,032] [added: $7,645] million in cash dividends.

- We repurchased [removed: $7,000] [added: $5,824] million of common stock.

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

[removed: Under] [added: Pursuant to] the [removed: terms] [added: Agreement and Plan] of [removed: the VMware Merger Agreement,] [added: Merger,] each share of VMware common stock issued and outstanding immediately prior to the effective time of the VMware Merger [removed: will be] [added: was] 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 [removed: will be subject to proration,] [added: was prorated,] 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, [removed: will,] in each case, [removed: be] [added: was] equal to 50% of the aggregate number of shares of VMware common stock issued and [removed: outstanding immediately prior to the effective time of the VMware Merger.][added: outstanding.]

We [removed: will assume] [added: assumed] all outstanding VMware restricted stock unit (“RSU”) awards and performance stock unit awards held by continuing employees.

The assumed awards [removed: will be] [added: were] converted into [removed: RSU awards for shares of] [added: approximately 5 million] Broadcom [removed: common stock.][added: RSU awards.]

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

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-][added: end-market demand, including the effects of seasonality, which are discussed in detail in Part I, Item 1.]

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

[removed: *Restructuring, impairment] [added: *Restructuring] and [removed: disposal] [added: other] charges.* [removed: Restructuring, impairment] [added: Restructuring] and [removed: disposal] [added: other] charges consist primarily of [added: non-recurring charges related to IP litigation,] compensation costs associated with employee exit programs, alignment of our global manufacturing operations, rationalizing product development program costs, facility and lease abandonments, fixed asset impairment, IPR&D impairment, and other exit costs, including curtailment of service or supply agreements.

We also have a tax holiday [removed: on] [added: from] our qualifying income [added: earned] in Malaysia, which is scheduled to expire in 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 [removed: was to decrease] [added: decreased] the provision for income taxes by approximately [removed: $1,821] [added: $2,104] million and [removed: $1,156] [added: $1,821] million for fiscal years [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

Our interpretations and conclusions regarding the tax incentives are not binding on any taxing authority, and if our assumptions about tax and other laws are incorrect or if these tax incentives are substantially modified or rescinded, we could suffer material adverse tax and other financial consequences, which would increase our expenses, reduce our profitability and [removed: adversely affect our cash flows.]

The preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting [removed: period.][added: periods.]

Our critical accounting policies are those that affect our [removed: historical] financial statements materially and involve difficult, subjective or complex judgments by management.

[removed: A reporting unit's] carrying value represents the assignment of various assets and liabilities, excluding certain corporate assets and liabilities, such as cash and debt.

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

Our fiscal years [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021 each] consisted of 52 weeks.

Fiscal Year [removed: 2022] [added: 2023] Compared to Fiscal Year [removed: 2021][added: 2022]

| | | | | | | October [removed: 30, 2022] [added: 29, 2023] | | | | | | October [removed: 31, 2021] [added: 30, 2022] | | | | | | October [removed: 30, 2022] [added: 29, 2023] | | | | | | October [removed: 31, 2021] [added: 30, 2022] | | |

| Products | | | | | | $ | [removed: 26,277] [added: 27,891] | | | | | $ | [removed: 20,886] [added: 26,277] | | | | | [removed: 79] [added: 78] | | % | | | | [removed: 76] [added: 79] | | % |

| Subscriptions and services | | | | | | [removed: 6,926] [added: 7,928] | | | | | | [removed: 6,564] [added: 6,926] | | | | | | [removed: 21] [added: 22] | | | | | | [removed: 24] [added: 21] | | |

| Total net revenue | | | | | | [removed: 33,203] [added: 35,819] | | | | | | [removed: 27,450] [added: 33,203] | | | | | | 100 | | | | | | 100 | | |

| Cost of products sold | | | | | | [removed: 7,629] [added: 8,636] | | | | | | [removed: 6,555] [added: 7,629] | | | | | | [removed: 23] [added: 24] | | | | | | [removed: 24] [added: 23] | | |

| Cost of subscriptions and services | | | | | | [removed: 627] [added: 636] | | | | | | [removed: 607] [added: 627] | | | | | | 2 | | | | | | 2 | | |

| Amortization of acquisition-related intangible assets | | | | | | [removed: 2,847] [added: 1,853] | | | | | | [removed: 3,427] [added: 2,847] | | | | | | [removed: 8] [added: 5] | | | | | | [removed: 13] [added: 8] | | |

| Restructuring charges | | | | | | [removed: 5] [added: 4] | | | | | | [removed: 17] [added: 5] | | | | | | — | | | | | | — | | |

| Total cost of revenue | | | | | | [removed: 11,108] [added: 11,129] | | | | | | [removed: 10,606] [added: 11,108] | | | | | | [removed: 33] [added: 31] | | | | | | [removed: 39] [added: 33] | | |

| Gross margin | | | | | | [removed: 22,095] [added: 24,690] | | | | | | [removed: 16,844] [added: 22,095] | | | | | | [removed: 67] [added: 69] | | | | | | [removed: 61] [added: 67] | | |

| Research and development | | | | | | [removed: 4,919] [added: 5,253] | | | | | | [removed: 4,854] [added: 4,919] | | | | | | 15 | | | | | | [removed: 18] [added: 15] | | |

| Selling, general and administrative | | | | | | [removed: 1,382] [added: 1,592] | | | | | | [removed: 1,347] [added: 1,382] | | | | | | 4 | | | | | | [removed: 5] [added: 4] | | |

| Amortization of acquisition-related intangible assets | | | | | | [removed: 1,512] [added: 1,394] | | | | | | [removed: 1,976] [added: 1,512] | | | | | | [removed: 5] [added: 4] | | | | | | [removed: 7] [added: 5] | | |

[removed: | Restructuring, impairment] [added: Restructuring] and [removed: disposal charges | | | | | | 57 | | | | | | 148 | | | | | | — | | | | | | — | | |][added: Other Charges]

| Total operating expenses | | | | | | [removed: 7,870] [added: 8,483] | | | | | | [removed: 8,325] [added: 7,870] | | | | | | 24 | | | | | | [removed: 30] [added: 24] | | |

On November 22, 2023, we completed the acquisition of VMware in a cash-and-stock transaction (the “VMware Merger”).

Based on the VMware stockholders’ elections, the VMware stockholders received approximately $30.8 billion in cash and 54.4 million shares of Broadcom common stock in aggregate.

VMware was a leading provider of multi-cloud services for all applications, enabling digital innovation with enterprise control.

We acquired VMware to enhance our infrastructure software capabilities.

The preliminary purchase consideration for the VMware Merger was approximately $86.3 billion.

We funded the cash portion of the VMware Merger with net proceeds from the issuance of $30.4 billion in term loans under a credit agreement that we entered into on August 15, 2023 (the “2023 Credit Agreement”), as well as cash on hand.

See Note 15.

“Subsequent Events” included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.

The discussions below related to our business and financial results for fiscal year 2023 and prior periods do not include any impact from or information relating to the VMware Merger.

including write-downs for inventory obsolescence, and acquisition costs, which include direct transaction costs and acquisition-related costs.

adversely affect our cash flows.

A reporting unit's

We expect to incur additional amortization of acquisition-related intangible assets in future periods as a result of the VMware Merger and any further acquisitions we may make.

We expect to incur additional research and development expense in future periods as a result of the VMware Merger and any further acquisitions we may make.

We expect to incur additional amortization of acquisition-related intangible assets in future periods as a result of the VMware Merger and any further acquisitions we may make.

Restructuring and other charges in fiscal year 2023 primarily included non-recurring charges related to IP litigation.

We expect to incur additional restructuring and other charges in future periods as a result of the VMware Merger and any further acquisitions we may make.

The increase was primarily due to annual employee equity awards granted at higher grant-date fair values in fiscal year 2023.

We expect to incur additional stock-based compensation expense in future periods as a result of the VMware Merger and any further acquisitions we may make.

The remaining weighted-average service period was 3.4 years.

| 2024 | | | | | | $ | 2,279 | |

| 2025 | | | | | | 1,845 | | |

| 2026 | | | | | | 1,407 | | |

| 2027 | | | | | | 715 | | |

| 2028 | | | | | | 129 | | |

| Total | | | | | | $ | 6,375 | |

The decrease was due to losses on extinguishment of debt related to debt transactions incurred in fiscal year 2022.

The increase was primarily due to higher income before income taxes, partially offset by an increase in the recognition of uncertain tax benefits as a result of lapses of statutes of limitations.

Our debt and liquidity needs increased as a result of completing the VMware Merger.

We funded the cash portion of the consideration with net proceeds from the issuance of $30,390 million in term loans under the 2023 Credit Agreement, as well as cash on hand.

We also assumed $8,250 million of VMware’s outstanding senior unsecured notes.

- Accounts payable increased to $1,210 million at October 29, 2023 from $998 million at October 30, 2022, primarily due to the timing of vendor payments.

On September 30, 2019, we issued approximately 4 million shares of 8.00% Mandatory Convertible Preferred Stock, Series A, $0.001 par value per share.

These shares were converted into shares of our common stock during fiscal year 2022.

As of October 29, 2023, $7,176 million of the authorized amount remained available for repurchases.

The $193 million decrease in cash used in financing activities for fiscal year 2023 compared to fiscal year 2022 was primarily due to a $1,958 million decrease in payments on debt obligations and a $1,176 million decrease in stock repurchases, offset by a $1,935 million decrease in proceeds from long-term borrowings, a $613 million increase in dividend payments and a $406 million increase in employee withholding tax payments related to net settled equity awards.

COVID-19 Update

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.

While the demand environment for our semiconductor products was consistent with our expectations for fiscal year 2022, with robust and 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 chain, including with respect to wafers and substrates.

Although supply lead times have stabilized, we continue to have difficulties in obtaining some necessary components and inputs in a timely manner to meet demand.

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

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

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

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.

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.

“Summary of Significant Accounting Policies” included in Part II, Item 8.

Restructuring, impairment and disposal charges recognized in operating expenses decreased $91 million, or 61%, in fiscal year 2022, compared to the prior fiscal year.

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

The decrease primarily reflects the full vesting of certain equity awards and the effect of forfeitures.

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

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

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

| 2026 | | | | | | 130 | | |

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

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

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.

- Inventory increased to $1,925 million at October 30, 2022 from $1,297 million at October 31, 2021, primarily to support customer demand and due to higher material costs.

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.

Accounting Changes and Recent Accounting Standards

For a description of accounting changes and recent accounting standards, including the expected dates of adoption and estimated effects, if any, in our consolidated financial statements, see Note 2.

of this Annual Report on Form 10-K.

[removed: Gains] [added: Neither gains] and losses from foreign currency [removed: transactions, as well as] [added: transactions nor] foreign exchange forward [removed: contracts,] [added: contracts] were [removed: not] significant for any period presented in the consolidated financial statements included in this Form 10-K.

[removed: As of October 30, 2022, we] [added: We] did not have any outstanding foreign exchange forward [removed: contracts.][added: contracts as of October 29, 2023 or October 30, 2022.]

[removed: The carrying] [added: As of October 29, 2023 and October 30, 2022, we had $40.8 billion and $41.2 billion in principal] amount of [removed: the] debt [removed: was $39.5 billion,] [added: outstanding,] and the estimated aggregate fair value of debt was [added: $33.2 billion and] $33.0 [removed: billion.][added: billion, respectively.]

As of October [added: 29, 2023 and 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 [added: $1.4 billion and] $1.6 [removed: billion.][added: billion, respectively.]

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

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 LLC, CA, [removed: Inc. and] [added: Inc.,] Symantec Enterprise [removed: Security.][added: Security, and VMware, Inc. (“VMware”).]

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

We focus on markets that require high quality and the [added: technology leadership and integrated performance characteristic of our products.]

The table below presents our material semiconductor product families and their major end markets and applications during fiscal year [removed: 2022.][added: 2023.]

| | | | | | | | | | • DOCSIS cable modem [added: and networking infrastructure] | | |

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

| | | | | | | [removed: | | |] • Custom silicon solutions | | | [added: | | |]

| | | | | | | [removed: • Preamplifiers] | | | [added: • Preamplifiers] | | |

HEVC enables ultra-high definition (“Ultra HD”), services by effectively doubling the capacity of [removed: existing networks to deploy new or existing content.]

We offer a broad set of Ethernet switching and routing products that are optimized for data center, service provider [removed: network, enterprise network,] and [removed: embedded network applications.][added: enterprise networks.]

Our service provider switch portfolio enables [removed: carrier/service provider] [added: carrier] networks to support [removed: a large number] [added: prioritized delivery] of [removed: services] [added: data traffic] in the wireless backhaul, access, aggregation and core of their networks.

For enterprise [removed: networks and embedded Ethernet applications,] [added: networks,] we offer product families [removed: that combine multi-layer] [added: with secure, encrypted] switching capabilities and support lower power modes that comply with industry standards around energy efficient Ethernet.

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

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

Our infrastructure software solutions [removed: enables] [added: offer] customers greater choice and flexibility to build, run, manage, connect and protect applications [added: and data] at scale across [removed: diversified and distributed] [added: hybrid IT] environments.

[removed: Our mainframe software provides market-leading] [added: | | | | Mainframe Software | | | •] DevOps, AIOps, [removed: Security and] [added: Security, Workload Automation,] Data [added: Management, and Foundational Software Solutions | | | • Operational Analytics &] Management [removed: Systems solutions.][added: | | |]

[removed: Our Symantec solutions utilize rich] threat [removed: intelligence from a global network of security engineers, threat] analyst and researchers, as well as advanced 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: 2022.][added: 2023.]

| | | | | | | • [added: Workload] Automation | | | | | |

| | | | | | | • Database & [removed: Database] [added: Data] Management | | | | | |

[removed: Automation:] [added: Workload Automation:] These solutions reduce manual effort by enabling customers to proactively optimize resources and orchestrate automation across enterprise applications and systems.

Databases & [removed: Database] [added: Data] Management*:* These high-performance databases and management tools store, organize, and manage mainframe data to ensure optimal performance, efficient administration, and reliability of critical systems.

Our open-first strategy helps customers modernize their mainframe environment through the use of open source and open application programming technologies across people, process, tooling and applications, resulting in greater synergy and alignment with their corporate [removed: information technology (“IT”).][added: IT.]

Identity & Access Management*:* These solutions manage mainframe access and elevate it with modern practices such as multi-factor [removed: authentication, managing access for] [added: authentication and] privileged [removed: users,] [added: user management,] and [removed: supporting] [added: support] all external security managers.

Compliance & Data Protection*:* These solutions [removed: locate and] protect [removed: sensitive] [added: crucial] mainframe data to ensure [removed: compliance and] [added: compliance,] identify risk, [removed: identify and] proactively respond to potential [removed: risks and bad actors,] [added: threats,] and reduce [removed: risk and] [added: those risks to] lighten [added: the load on] security management [removed: load] with automated identification and authorization cleanup.

Key stakeholders have a single view of key insights into release progress, health, quality, [removed: and] defect trends, and metrics that drive focus, gauge readiness, and help to ensure successful, quality releases.

Sales to distributors accounted for [removed: 56%] [added: 57%] and [removed: 53%] [added: 56%] of our net revenue for fiscal years [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

We believe aggregate sales to our top five end customers, through all channels, accounted for approximately 35% of our net revenue for each of our fiscal years [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

We believe aggregate sales to Apple Inc., through all channels, accounted for approximately 20% of our net revenue for each of fiscal years [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

[added: We have established] strong relationships with leading OEM customers across multiple target markets.

We use third-party contract manufacturers for a significant majority of our assembly and test operations, including [added: TSMC,] Advanced Semiconductor Engineering, Inc., Foxconn Technology Group, Amkor Technology, Inc. and Siliconware Precision Industries Co., Ltd. We use our internal fabrication facilities for products utilizing our innovative and proprietary processes, such as our FBAR filters for wireless communications and our vertical-cavity surface emitting laser and side emitting lasers-based on GaAs and InP lasers for fiber optic communications, while outsourcing commodity processes such as standard CMOS.

Additionally, our ability to compete effectively depends on a number of factors, including: quality, technical performance, price, product features, product system [added: compatibility, system-level design capability, engineering expertise, responsiveness to customers, new product innovation, product availability, delivery timing and reliability, and customer sales and technical support.]

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

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

As of October [removed: 30, 2022,] [added: 29, 2023,] we had [removed: 17,035] [added: 15,400] U.S. and other patents and [removed: 618] [added: 910] U.S. and other pending patent applications.

The expiration dates of our patents range from [removed: 2022] [added: 2023] to [removed: 2041,] [added: 2042,] with a small number of patents expiring in the near future, none of [removed: which are expected to be material to our IP portfolio.]

Under certain contingent circumstances, some of our customers are beneficiaries of a source code escrow [added: arrangement that would enable them to obtain a limited right to access and use our source code if specific conditions are met.]

Our [added: continued] success depends on our [removed: continued] ability to attract, motivate and retain our [removed: workforce.][added: workforce in a highly competitive labor market.]

[removed: As] [added: Specifically, as] the source of our technological and product innovations, our engineering and technical personnel are a [removed: significant] [added: critical] asset.

Our global voluntary attrition rate in fiscal year [removed: 2022] [added: 2023] was approximately [removed: 6.5%,] [added: 3.3%, well] below the technology industry benchmark (AON, [removed: 2022] [added: 2023] Salary Increase and Turnover Study — Second Edition, September [removed: 2022).][added: 2023).]

In addition, the hybrid-cloud portfolio we acquired with VMware helps enterprises simplify their information technology (“IT”) environments so they can increase business velocity and flexibility.

The VMware portfolio spans hybrid cloud, app-delivery acceleration, zero-trust security, and software-defined edge, making it easy for customers to run their mission-critical workloads across private, public and edge environments with security and resiliency.

Recent Development

Acquisition of VMware, Inc.

On November 22, 2023, we acquired VMware in a cash-and-stock transaction (the “VMware Merger”), in which VMware stockholders received, in aggregate, approximately $30.8 billion in cash and 54.4 million shares of Broadcom common stock in exchange for all shares of VMware common stock issued and outstanding immediately prior to the closing.

The preliminary total purchase consideration for the VMware Merger was approximately $86.3 billion.

We funded the cash portion of the VMware Merger consideration with net proceeds from the issuance of $30.4 billion in term loans under a credit agreement that we entered into on August 15, 2023, as well as cash on hand.

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

The assumed awards were converted into approximately 5 million Broadcom RSU awards.

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

All discussions and information in this Annual Report on Form 10-K regarding our business and financial results relate solely to our operations prior to the VMware Merger, unless otherwise indicated.

| | | | | | | | | | • Industrial and medical sensors | | |

existing networks to deploy new or existing content.

Our mainframe software provides market-leading DevOps, AIOps, Security, Workload Automation, Data Management, and Foundational Software solutions, that enable customers to embrace open tools and technologies, innovate with their mainframe as part of their hybrid cloud, and amplify the value of their mainframe investments.

Our commitment to partnering with our customers extends beyond products and technology and includes unique Beyond Code programs that address challenges such as skills development, staffing, change management, and cost-saving initiatives that drive overall business success with the platform.

Our Symantec solutions utilize rich threat intelligence from a global network of security engineers,

| | | | | | | • Beyond Code programs | | | • Skills Development and Staffing | | |

| | | | | | | • Software Rationalization and Migration | | | | | |

| | | | | | | • Software Efficiency and Cost Optimization Tools | | | | | |

| | | | | | | • Change Management Support | | | | | |

| | | | | | | • Technology Proof of Concepts | | | | | |

Customers can also manage their mainframe data storage using modern mainframe solutions that securely store data on any device that customers choose, including the cloud.

These software-only solutions are designed to save on costs and maintain confidence in data security.

Beyond Code Programs*:* These value-added offerings go above and beyond the leading software we provide to help ensure our customers get the most out of their mainframe investments.

These offerings unlock additional value for organizations in areas like educating and upskilling the workforce, providing expert guidance and support for change events, uncovering opportunities to improve efficiency and save costs.

which are expected to be material to our IP portfolio.

In addition, our business is subject

He also held several executive leadership positions at ICS, including Chief Operating Officer from 1996 to 1999 and Senior Vice President and Chief Financial Officer from 1995 to 1999.

He was head of worldwide sales at

technology leadership and integrated performance characteristic of our products.

| | | | | | | • Embedded processors and controllers | | | | | |

Embedded Processors & Controllers: Our embedded processors leverage our ARM central processing unit and Ethernet switching technology to deliver SoCs for high performance embedded applications in a wide range of communication products such as voice-over-internet-protocol, telephony, point-of-sale devices and enterprise and retail access points and gateways.

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

We also offer a range of Ethernet controllers for servers and storage systems supporting multiple generations of Ethernet technology.

We help enterprises embrace open tools and technologies, integrate their mainframe into their cloud infrastructures, and amplify the value of their mainframe investments.

By partnering with our customers and providing creative value-added programs, we help customers overcome challenges related to skills development, technical education, strategy and planning, and the need for cloud-like pricing flexibility to support their overall business success with the platform.

| | | | Mainframe Software | | | • Solutions for DevOps, AIOps, Security and Database Management Systems | | | • Operational Analytics & Management | | |

We have established

compatibility, system-level design capability, engineering expertise, responsiveness to customers, new product innovation, product availability, delivery timing and reliability, and customer sales and technical support.

arrangement that would enables them to obtain a limited right to access and use our source code if specific conditions are met.

Competition for these and other talented employees is significant in many locations where we operate, such as Silicon Valley and Southeast Asia.

The information set forth under Note [removed: 14.][added: 13.]

For the fiscal year ended October [removed: 30, 2022][added: 29, 2023]

| (State or Other Jurisdiction of Incorporation or Organization) | | | | | | [removed: San Jose,] [added: Palo Alto,] | | | CA | | | | | | [removed: 95131-2313] [added: 94304] | | | | | | (Commission File Number) | | | | | | (I.R.S. Employer Identification No.) | | |

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the [removed: Exchange] Act).

The aggregate market value of voting and non-voting common equity held by non-affiliates as of April [removed: 29, 2022,] [added: 28, 2023,] based upon the closing sale price of such shares on The Nasdaq Global Select Market on such date was approximately [removed: $220.1] [added: $253.7] billion.

As of November [removed: 25, 2022,] [added: 24, 2023,] there were [removed: 417,886,140] [added: 468,140,569] shares of our common stock outstanding.

Portions of the registrant’s definitive Proxy Statement for its [removed: 2023] [added: 2024] Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K.

[removed: 2022] [added: 2023] ANNUAL REPORT ON FORM 10-K

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| [PART [removed: II.](#i66fba71a04dc4921a880986986248772_43)] [added: II.](#i4a92367b39c4482ea3f436a61c5b2dad_43)] | | | | | | | | |

| [ITEM [removed: 5.](#i66fba71a04dc4921a880986986248772_46)] [added: 5.](#i4a92367b39c4482ea3f436a61c5b2dad_46)] | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i66fba71a04dc4921a880986986248772_46)] [added: SECURITIES](#i4a92367b39c4482ea3f436a61c5b2dad_46)] | | | [removed: [33](#i66fba71a04dc4921a880986986248772_46)] [added: [35](#i4a92367b39c4482ea3f436a61c5b2dad_46)] | | |

| [ITEM [removed: 6.](#i66fba71a04dc4921a880986986248772_49)] [added: 6.](#i4a92367b39c4482ea3f436a61c5b2dad_49)] | | | [removed: [\[RESERVED\]](#i66fba71a04dc4921a880986986248772_49)] [added: [\[RESERVED\]](#i4a92367b39c4482ea3f436a61c5b2dad_49)] | | | [removed: [34](#i66fba71a04dc4921a880986986248772_49)] [added: [36](#i4a92367b39c4482ea3f436a61c5b2dad_49)] | | |

| [ITEM [removed: 7.](#i66fba71a04dc4921a880986986248772_52)] [added: 7.](#i4a92367b39c4482ea3f436a61c5b2dad_52)] | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i66fba71a04dc4921a880986986248772_52)] [added: OPERATIONS](#i4a92367b39c4482ea3f436a61c5b2dad_52)] | | | [removed: [35](#i66fba71a04dc4921a880986986248772_52)] [added: [37](#i4a92367b39c4482ea3f436a61c5b2dad_52)] | | |

| [ITEM [removed: 7A.](#i66fba71a04dc4921a880986986248772_79)] [added: 7A.](#i4a92367b39c4482ea3f436a61c5b2dad_76)] | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i66fba71a04dc4921a880986986248772_79)] [added: RISK](#i4a92367b39c4482ea3f436a61c5b2dad_76)] | | | [removed: [46](#i66fba71a04dc4921a880986986248772_79)] [added: [47](#i4a92367b39c4482ea3f436a61c5b2dad_76)] | | |

| [ITEM [removed: 8.](#i66fba71a04dc4921a880986986248772_82)] [added: 8.](#i4a92367b39c4482ea3f436a61c5b2dad_79)] | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i66fba71a04dc4921a880986986248772_82)] [added: DATA](#i4a92367b39c4482ea3f436a61c5b2dad_79)] | | | [removed: [47](#i66fba71a04dc4921a880986986248772_82)] [added: [48](#i4a92367b39c4482ea3f436a61c5b2dad_79)] | | |

| [ITEM [removed: 9.](#i66fba71a04dc4921a880986986248772_160)] [added: 9.](#i4a92367b39c4482ea3f436a61c5b2dad_157)] | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i66fba71a04dc4921a880986986248772_160)] [added: DISCLOSURE](#i4a92367b39c4482ea3f436a61c5b2dad_157)] | | | [removed: [89](#i66fba71a04dc4921a880986986248772_160)] [added: [88](#i4a92367b39c4482ea3f436a61c5b2dad_157)] | | |

| [ITEM [removed: 9A.](#i66fba71a04dc4921a880986986248772_163)] [added: 9A.](#i4a92367b39c4482ea3f436a61c5b2dad_160)] | | | [CONTROLS AND [removed: PROCEDURES](#i66fba71a04dc4921a880986986248772_160)] [added: PROCEDURES](#i4a92367b39c4482ea3f436a61c5b2dad_157)] | | | [removed: [89](#i66fba71a04dc4921a880986986248772_163)] [added: [88](#i4a92367b39c4482ea3f436a61c5b2dad_160)] | | |

| [ITEM [removed: 9B.](#i66fba71a04dc4921a880986986248772_166)] [added: 9B.](#i4a92367b39c4482ea3f436a61c5b2dad_163)] | | | [OTHER [removed: INFORMATION](#i66fba71a04dc4921a880986986248772_166)] [added: INFORMATION](#i4a92367b39c4482ea3f436a61c5b2dad_163)] | | | [removed: [90](#i66fba71a04dc4921a880986986248772_166)] [added: [89](#i4a92367b39c4482ea3f436a61c5b2dad_163)] | | |

| [ITEM [removed: 9C.](#i66fba71a04dc4921a880986986248772_169)] [added: 9C.](#i4a92367b39c4482ea3f436a61c5b2dad_166)] | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#i66fba71a04dc4921a880986986248772_169)] [added: INSPECTIONS](#i4a92367b39c4482ea3f436a61c5b2dad_166)] | | | [removed: [90](#i66fba71a04dc4921a880986986248772_169)] [added: [89](#i4a92367b39c4482ea3f436a61c5b2dad_166)] | | |

| [ITEM [removed: 10.](#i66fba71a04dc4921a880986986248772_175)] [added: 10.](#i4a92367b39c4482ea3f436a61c5b2dad_172)] | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#i66fba71a04dc4921a880986986248772_175)] [added: GOVERNANCE](#i4a92367b39c4482ea3f436a61c5b2dad_172)] | | | [removed: [91](#i66fba71a04dc4921a880986986248772_175)] [added: [90](#i4a92367b39c4482ea3f436a61c5b2dad_172)] | | |

| [ITEM [removed: 11.](#i66fba71a04dc4921a880986986248772_178)] [added: 11.](#i4a92367b39c4482ea3f436a61c5b2dad_175)] | | | [EXECUTIVE [removed: COMPENSATION](#i66fba71a04dc4921a880986986248772_178)] [added: COMPENSATION](#i4a92367b39c4482ea3f436a61c5b2dad_175)] | | | [removed: [91](#i66fba71a04dc4921a880986986248772_178)] [added: [90](#i4a92367b39c4482ea3f436a61c5b2dad_175)] | | |

| [ITEM [removed: 12.](#i66fba71a04dc4921a880986986248772_181)] [added: 12.](#i4a92367b39c4482ea3f436a61c5b2dad_178)] | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i66fba71a04dc4921a880986986248772_181)] [added: MATTERS](#i4a92367b39c4482ea3f436a61c5b2dad_178)] | | | [removed: [91](#i66fba71a04dc4921a880986986248772_181)] [added: [90](#i4a92367b39c4482ea3f436a61c5b2dad_178)] | | |

| [ITEM [removed: 13.](#i66fba71a04dc4921a880986986248772_184)] [added: 13.](#i4a92367b39c4482ea3f436a61c5b2dad_181)] | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#i66fba71a04dc4921a880986986248772_184)] [added: INDEPENDENCE](#i4a92367b39c4482ea3f436a61c5b2dad_181)] | | | [removed: [91](#i66fba71a04dc4921a880986986248772_184)] [added: [90](#i4a92367b39c4482ea3f436a61c5b2dad_181)] | | |

| [ITEM [removed: 14.](#i66fba71a04dc4921a880986986248772_187)] [added: 14.](#i4a92367b39c4482ea3f436a61c5b2dad_184)] | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#i66fba71a04dc4921a880986986248772_187)] [added: SERVICES](#i4a92367b39c4482ea3f436a61c5b2dad_184)] | | | [removed: [91](#i66fba71a04dc4921a880986986248772_187)] [added: [90](#i4a92367b39c4482ea3f436a61c5b2dad_184)] | | |

| [ITEM [removed: 15.](#i66fba71a04dc4921a880986986248772_193)] [added: 15.](#i4a92367b39c4482ea3f436a61c5b2dad_190)] | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#i66fba71a04dc4921a880986986248772_193)] [added: SCHEDULES](#i4a92367b39c4482ea3f436a61c5b2dad_190)] | | | [removed: [92](#i66fba71a04dc4921a880986986248772_193)] [added: [91](#i4a92367b39c4482ea3f436a61c5b2dad_190)] | | |

| [ITEM [removed: 16.](#i66fba71a04dc4921a880986986248772_199)] [added: 16.](#i4a92367b39c4482ea3f436a61c5b2dad_196)] | | | [FORM 10-K [removed: SUMMARY](#i66fba71a04dc4921a880986986248772_199)] [added: SUMMARY](#i4a92367b39c4482ea3f436a61c5b2dad_196)] | | | [removed: [100](#i66fba71a04dc4921a880986986248772_199)] [added: [98](#i4a92367b39c4482ea3f436a61c5b2dad_196)] | | |

For example, the fiscal year ended October [removed: 30, 2022] [added: 29, 2023] was a 52-week year.

| Delaware | | | | | | 3421 Hillview Ave | | | | | | | | | | | | | | | 001-38449 | | | | | | 35-2617337 | | |

| | | | (650) | | | | | | 427-6000 | | | | | | | | | | | | | | | | | | | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [PART I.](#i4a92367b39c4482ea3f436a61c5b2dad_10) | | | | | | | | |

| [PART III.](#i4a92367b39c4482ea3f436a61c5b2dad_169) | | | | | | | | |

| [PART IV.](#i4a92367b39c4482ea3f436a61c5b2dad_187) | | | | | | | | |

| [SIGNATURES](#i4a92367b39c4482ea3f436a61c5b2dad_199) | | | | | | [99](#i4a92367b39c4482ea3f436a61c5b2dad_199) | | |

| Delaware | | | | | | 1320 Ridder Park Drive | | | | | | | | | | | | | | | 001-38449 | | | | | | 35-2617337 | | |

| | | | (408) | | | | | | 433-8000 | | | | | | | | | | | | | | | | | | | | |

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

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

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

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

Not applicable.

We are headquartered in [removed: San Jose,] [added: Palo Alto,] California and our primary warehouse is located in Malaysia.

As of October [removed: 30, 2022,] [added: 29, 2023,] our owned and leased facilities in excess of 100,000 square feet consisted of:

| Owned facilities [removed: 1] [added: (a)] | | | | | | 2,586,368 | | | | | | 928,888 | | | | | | 3,515,256 | | |

| [removed: 1] [added: (a)] Includes 318,000 square feet and 153,000 square feet of property owned in Malaysia subject to a 60-year land lease with the state authority expiring in May 2051 and March 2077, respectively, subject to renewal at our option. | | | | | | | | | | | | | | | | | | | | |

| [removed: 2] [added: (b)] Building leases expire on varying dates through February 2046 and generally include renewals at our option. | | | | | | | | | | | | | | | | | | | | |

| Leased facilities (b) | | | | | | 796,508 | | | | | | 1,309,667 | | | | | | 2,106,175 | | |

| Total facilities | | | | | | 3,382,876 | | | | | | 2,238,555 | | | | | | 5,621,431 | | |

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

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

As of November [removed: 25, 2022,] [added: 24, 2023,] there were [removed: 1,060] [added: 1,389] holders of record of our common stock.

[removed: During the fiscal quarter ended October 30, 2022, we] [added: (a) We also] paid approximately [removed: $274] [added: $454] 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: $502.62] [added: $852.93] per share.

These shares may be deemed to be “issuer purchases” of [removed: shares.][added: shares and are not included in this table.]

In December 2021, our Board of Directors authorized a stock repurchase program to repurchase up to $10 billion of our common stock from time to time [removed: on or prior] [added: through December 31, 2022, which was subsequently extended] to December 31, [removed: 2022.][added: 2023.]

[removed: During fiscal year 2022, we] [added: We] repurchased and retired approximately [added: 9 million and] 12 million shares of our common stock for [removed: $7 billion] [added: $5,824 million and $7,000 million] under [removed: this] [added: these] stock repurchase [removed: program.][added: programs during fiscal years 2023 and 2022, respectively.]

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, [removed: 2023.][added: 2023 (“May 2022 Authorization”).]

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: 30, 2022.][added: 29, 2023.]

The total return graph and table assume that $100 was invested on [removed: October 27, 2017] [added: November 2, 2018] (the last trading day of our fiscal year [removed: 2017)] [added: 2018)] in each of Broadcom Inc. common stock, the S&P 500 Index and the NASDAQ 100 Index and assume that all dividends are reinvested.

[removed: ][added: ]

| | | | | | | [removed: October 29, 2017 | | | | | |] November 4, 2018 | | | | | | November 3, 2019 | | | | | | November 1, 2020 | | | | | | October 31, 2021 | | | | | | October 30, 2022 | | | [added: | | | October 29, 2023 | | |]

The following table presents details of our various repurchases during the fiscal quarter ended October 29, 2023, pursuant to the May 2022 Authorization.

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

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

| Period | | | | | | Total Number of Shares Purchased (a) | | | | | | Average Price per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plan (a) | | | | | | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plan | | |

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

| | | | | | | (In millions, except per share data) | | | | | | | | | | | | | | | | | | | | |

| July 31, 2023 - August 27, 2023 | | | | | | 0.1 | | | | | | $ | 894.78 | | | | | 0.1 | | | | | | $ | 7,209 | |

| August 28, 2023 - September 24, 2023 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 7,209 | |

| September 25, 2023 - October 29, 2023 | | | | | | — | | | (b) | | | $ | 861.23 | | | | | — | | | (b) | | | $ | 7,176 | |

| Total | | | | | | 0.1 | | | | | | $ | 885.52 | | | | | 0.1 | | | | | | | | |

_________________________________

(b) Represents fewer than 0.1 million shares.

| Broadcom Inc. | | | | | | $ | 100.00 | | | | | $ | 139.62 | | | | | $ | 172.47 | | | | | $ | 270.48 | | | | | $ | 247.83 | | | | | $ | 451.15 | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 114.95 | | | | | $ | 124.89 | | | | | $ | 178.49 | | | | | $ | 153.55 | | | | | $ | 164.78 | |

| NASDAQ 100 Index | | | | | | $ | 100.00 | | | | | $ | 118.49 | | | | | $ | 161.99 | | | | | $ | 233.96 | | | | | $ | 171.79 | | | | | $ | 212.82 | |

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.

| 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 | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i66fba71a04dc4921a880986986248772_88)] [added: Firm](#i4a92367b39c4482ea3f436a61c5b2dad_85)] (PCAOB ID 238) | | | [removed: [48](#i66fba71a04dc4921a880986986248772_88)] [added: [49](#i4a92367b39c4482ea3f436a61c5b2dad_85)] | | |

| [Consolidated Balance [removed: Sheets](#i66fba71a04dc4921a880986986248772_91)] [added: Sheets](#i4a92367b39c4482ea3f436a61c5b2dad_88)] | | | [removed: [49](#i66fba71a04dc4921a880986986248772_91)] [added: [50](#i4a92367b39c4482ea3f436a61c5b2dad_88)] | | |

| [Consolidated Statements of [removed: Operations](#i66fba71a04dc4921a880986986248772_94)] [added: Operations](#i4a92367b39c4482ea3f436a61c5b2dad_91)] | | | [removed: [50](#i66fba71a04dc4921a880986986248772_94)] [added: [51](#i4a92367b39c4482ea3f436a61c5b2dad_91)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i66fba71a04dc4921a880986986248772_97)] [added: Income](#i4a92367b39c4482ea3f436a61c5b2dad_94)] | | | [removed: [51](#i66fba71a04dc4921a880986986248772_97)] [added: [52](#i4a92367b39c4482ea3f436a61c5b2dad_94)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i66fba71a04dc4921a880986986248772_100)] [added: Flows](#i4a92367b39c4482ea3f436a61c5b2dad_97)] | | | [removed: [52](#i66fba71a04dc4921a880986986248772_100)] [added: [53](#i4a92367b39c4482ea3f436a61c5b2dad_97)] | | |

| [Consolidated Statements of Stockholders' [removed: Equity](#i66fba71a04dc4921a880986986248772_103)] [added: Equity](#i4a92367b39c4482ea3f436a61c5b2dad_100)] | | | [removed: [53](#i66fba71a04dc4921a880986986248772_103)] [added: [54](#i4a92367b39c4482ea3f436a61c5b2dad_100)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i66fba71a04dc4921a880986986248772_106)] [added: Statements](#i4a92367b39c4482ea3f436a61c5b2dad_103)] | | | [removed: [54](#i66fba71a04dc4921a880986986248772_106)] [added: [55](#i4a92367b39c4482ea3f436a61c5b2dad_103)] | | |

| [Schedule II — Valuation and Qualifying [removed: Accounts](#i66fba71a04dc4921a880986986248772_157)] [added: Accounts](#i4a92367b39c4482ea3f436a61c5b2dad_154)] | | | [removed: [89](#i66fba71a04dc4921a880986986248772_157)] [added: [88](#i4a92367b39c4482ea3f436a61c5b2dad_154)] | | |

We have audited the accompanying consolidated balance sheets of Broadcom Inc. and its subsidiaries (the “Company”) as of October [removed: 30, 2022] [added: 29, 2023] and October [removed: 31, 2021,] [added: 30, 2022,] 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: 30, 2022,] [added: 29, 2023,] 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: 30, 2022,] [added: 29, 2023,] 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: 30, 2022] [added: 29, 2023] and October [removed: 31, 2021,] [added: 30, 2022,] and the results of its operations and its cash flows for each of the three years in the period ended October [removed: 30, 2022] [added: 29, 2023] 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: 30, 2022,] [added: 29, 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and [added: expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

As described in Notes 2 and [removed: 12] [added: 11] to the consolidated financial statements, the gross unrecognized tax benefits balance was [removed: $5,117] [added: $4,655] million as of October [removed: 30, 2022.][added: 29, 2023.]

A tax benefit from an UTP may be recognized when it is [removed: more likely than] [added: more-likely-than] not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits.

These procedures also included, among others, (i) testing management’s process for identifying potential new UTPs, (ii) for a selection of UTPs, evaluating possible outcomes, and (iii) for a selection of UTPs, testing the calculation of the income tax [removed: liability by jurisdiction,] [added: liability,] including management’s assessment of the technical merits of tax positions and estimates of the amount of tax benefit expected to be sustained.

| | | | | | | October [added: 29, 2023 | | | | | | October] 30, 2022 | | | | | | October 31, 2021 | | |

| Cash and cash equivalents | | | | | | $ | [removed: 12,416] [added: 14,189] | | | | | $ | [removed: 12,163] [added: 12,416] | |

| Trade accounts receivable, net | | | | | | [removed: 2,958] [added: 3,154] | | | | | | [removed: 2,071] [added: 2,958] | | |

| Inventory | | | | | | [removed: 1,925] [added: 1,898] | | | | | | [removed: 1,297] [added: 1,925] | | |

| Other current assets | | | | | | [removed: 1,205] [added: 1,606] | | | | | | [removed: 1,055] [added: 1,205] | | |

| Total current assets | | | | | | [removed: 18,504] [added: 20,847] | | | | | | [removed: 16,586] [added: 18,504] | | |

| Property, plant and equipment, net | | | | | | [removed: 2,223] [added: 2,154] | | | | | | [removed: 2,348] [added: 2,223] | | |

| Goodwill | | | | | | [removed: 43,614] [added: 43,653] | | | | | | [removed: 43,450] [added: 43,614] | | |

| Intangible assets, net | | | | | | [removed: 7,111] [added: 3,867] | | | | | | [removed: 11,374] [added: 7,111] | | |

| Other long-term assets | | | | | | [removed: 1,797] [added: 2,340] | | | | | | [removed: 1,812] [added: 1,797] | | |

| Total assets | | | | | | $ | [removed: 73,249] [added: 72,861] | | | | | $ | [removed: 75,570] [added: 73,249] | |

| Accounts payable | | | | | | $ | [removed: 998] [added: 1,210] | | | | | $ | [removed: 1,086] [added: 998] | |

| Employee compensation and benefits | | | | | | [removed: 1,202] [added: 935] | | | | | | [removed: 1,066] [added: 1,202] | | |

| Current portion of long-term debt | | | | | | [removed: 440] [added: 1,608] | | | | | | [removed: 290] [added: 440] | | |

| Other current liabilities | | | | | | [removed: 4,412] [added: 3,652] | | | | | | [removed: 3,839] [added: 4,412] | | |

| Total current liabilities | | | | | | [removed: 7,052] [added: 7,405] | | | | | | [removed: 6,281] [added: 7,052] | | |

| Long-term debt | | | | | | [removed: 39,075] [added: 37,621] | | | | | | [removed: 39,440] [added: 39,075] | | |

| Other long-term liabilities | | | | | | [removed: 4,413] [added: 3,847] | | | | | | [removed: 4,860] [added: 4,413] | | |

| Total liabilities | | | | | | [removed: 50,540] [added: 48,873] | | | | | | [removed: 50,581] [added: 50,540] | | |

| Commitments and contingencies (Note [removed: 14)] [added: 13)] | | | | | | | | | | | | | | |

| Preferred stock, $0.001 par value; 100 shares authorized; [removed: 8.00% Mandatory Convertible Preferred Stock, Series A, 0 and 4 shares] [added: none] issued and [removed: outstanding; aggregate liquidation value of $0 and $3,737 as of October 30, 2022 and October 31, 2021, respectively] [added: outstanding] | | | | | | — | | | | | | — | | |

| Common stock, $0.001 par value; 2,900 shares authorized; [removed: 418] [added: 414] and [removed: 413] [added: 418] shares issued and outstanding as of October [removed: 30, 2022] [added: 29, 2023] and October [removed: 31, 2021,] [added: 30, 2022,] respectively | | | | | | — | | | | | | — | | |

| Additional paid-in capital | | | | | | [removed: 21,159] [added: 21,099] | | | | | | [removed: 24,330] [added: 21,159] | | |

| Retained earnings | | | | | | [removed: 1,604] [added: 2,682] | | | | | | [removed: 748] [added: 1,604] | | |

| Net income | | | | | | $ | 14,082 | | | | | $ | 11,495 | | | | | $ | 6,736 | |

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

| Repurchases of common stock | | | | | | — | | | | | | — | | | | | | (9) | | | | | | — | | | | | | (481) | | | | | | (5,359) | | | | | | — | | | | | | (5,840) | | | | | | | | | | | | | | |

| Balance as of October 29, 2023 | | | | | | — | | | | | | $ | — | | | | | 414 | | | | | | $ | — | | | | | $ | 21,099 | | | | | $ | 2,682 | | | | | $ | 207 | | | | | $ | 23,988 | | | | | | | | | | | | | |

of these counterparties.

In August 2023, we early settled all treasury rate lock contracts, which had a $5.5 billion notional amount, for a cumulative gain of $371 million, which was recorded net of tax as a component of accumulated other comprehensive income as of October 29, 2023.

The cumulative gain will be amortized to interest expense associated with future debt to be issued referencing the respective hedged treasury rates.

No derivative instruments that hedge interest rate risk were outstanding as of October 29, 2023.

The U.S. Tax Cuts and Jobs Act enacted on December 22, 2017 (the “2017 Tax Act”) introduced significant changes to U.S. income tax law.

The Global Intangible Low-Taxed Income (“GILTI”) provisions of the 2017 Tax Act require Broadcom to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets.

We have elected to record the impacts of GILTI during the period incurred.

| Products | | | | | | $ | 2,601 | | | | | $ | 23,263 | | | | | $ | 2,027 | | | | | $ | 27,891 | |

| Subscriptions and services(a) | | | | | | 5,678 | | | | | | 657 | | | | | | 1,593 | | | | | | 7,928 | | |

| Total | | | | | | $ | 8,279 | | | | | $ | 23,920 | | | | | $ | 3,620 | | | | | $ | 35,819 | |

| | | | | | | October 29, 2023 | | | | | | October 30, 2022 | | |

| | | | | | | October 29, 2023 | | | | | | October 30, 2022 | | |

| | | | | | | October 29, 2023 | | | | | | October 30, 2022 | | |

| | | | | | | October 29, 2023 | | | | | | October 30, 2022 | | | | | | | | |

| 2028 | | | | | | 40 | | | | | | — | | |

| Thereafter | | | | | | 236 | | | | | | — | | |

As of October 29, 2023, the Company had $642 million of future payments under additional leases that will commence in fiscal year ending November 3, 2024 with a lease term of 15 years.

| Balance as of October 29, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 26,001 | | | | | $ | 17,652 | | | | | $ | 43,653 | |

We completed three acquisitions in fiscal year 2023 and four acquisitions in fiscal year 2022, all of which qualified as business combinations.

The consideration for these acquisitions was primarily allocated to goodwill and intangible assets.

| As of October 29, 2023: | | | | | | | | | | | | | | | | | | | | |

| Trade names | | | | | | 649 | | | | | | (388) | | | | | | 261 | | |

| Other | | | | | | 168 | | | | | | (94) | | | | | | 74 | | |

| Total | | | | | | $ | 20,833 | | | | | $ | (16,966) | | | | | $ | 3,867 | |

| 2027 | | | | | | 222 | | |

| 2028 | | | | | | 69 | | |

| Thereafter | | | | | | 141 | | |

| Total | | | | | | $ | 3,857 | |

(a) Represents less than one year.

| | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| Net income | | | | | | $ | 14,082 | | | | | $ | 11,495 | | | | | $ | 6,736 | |

| Basic | | | | | | $ | 33.93 | | | | | $ | 27.44 | | | | | $ | 15.70 | |

| Diluted | | | | | | $ | 32.98 | | | | | $ | 26.53 | | | | | $ | 15.00 | |

All shares of our Mandatory Convertible Preferred Stock were converted into shares of our common stock before the end of fiscal year 2022.

| | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | | | | | | | | | | | | | | | |

| | | | | | | October 29, 2023 | | | | | | October 30, 2022 | | | | | | | | | | | | | | |

*Change in Accounting Principle*

As discussed in Note 6 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in fiscal 2020.

expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

December 16, 2022

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

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

| Preferred stock dividend obligation | | | | | | — | | | | | | 27 | | |

| Income from continuing operations | | | | | | 11,495 | | | | | | 6,736 | | | | | | 2,961 | | |

| Loss from discontinued operations, net of income taxes | | | | | | — | | | | | | — | | | | | | (1) | | |

| Non-cash restructuring, impairment and disposal charges | | | | | | 13 | | | | | | 38 | | | | | | 44 | | |

| Other | | | | | | 170 | | | | | | (113) | | | | | | (52) | | |

| Balance as of November 3, 2019 | | | | | | 4 | | | | | | $ | — | | | | | 398 | | | | | | $ | — | | | | | $ | 25,081 | | | | | $ | — | | | | | $ | (140) | | | | | $ | 24,941 | | | | | | | | | | | | | |

| Cumulative effect of accounting change | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (10) | | | | | | 8 | | | | | | (2) | | | | | | | | | | | | | | |

On November 4, 2019, we completed the purchase of certain assets and assumption of certain liabilities of the Symantec Corporation Enterprise Security business (the “Symantec Business”).

The inputs into certain of these estimates and assumptions include the consideration of the economic impact of the COVID-19 pandemic, and many of these estimates could require increased judgment and carry a higher degree of variability and volatility.

*Recently Adopted Accounting Guidance.* In October 2021, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2021-08, *Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers*.

The new guidance requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with Accounting Standards Codification 606, *Revenue from Contracts with Customers*, as if it had originated the contracts.

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

| Products | | | | | | $ | 1,775 | | | | | $ | 14,442 | | | | | $ | 1,218 | | | | | $ | 17,435 | |

| Subscriptions and services(a) | | | | | | 4,059 | | | | | | 881 | | | | | | 1,513 | | | | | | 6,453 | | |

| Total | | | | | | $ | 5,834 | | | | | $ | 15,323 | | | | | $ | 2,731 | | | | | $ | 23,888 | |

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.

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.

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.

Acquisition of the Symantec Corporation Enterprise Security Business

On November 4, 2019 (the “Symantec Acquisition Date”), we completed the purchase of the Symantec Business, which was an established leader in cyber security, for $10.7 billion in cash.

We acquired the Symantec Business to expand our footprint of mission critical infrastructure software with our existing customer base.

The Symantec Business includes a deep and broad mix of products, services and solutions, unifying cloud and on-premises security to provide advanced threat protection and information protection across endpoints, network, email and cloud applications.

We financed this acquisition with borrowings.

The following table presents our allocation of the total purchase price:

| Current assets | | | | | | $ | 273 | |

| Goodwill | | | | | | 6,638 | | |

| Intangible assets | | | | | | 5,411 | | |

| Total assets acquired | | | | | | 12,414 | | |

| Current liabilities | | | | | | (1,127) | | |

| Total liabilities assumed | | | | | | (1,714) | | |

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: 30, 2022.][added: 29, 2023.]

Based on the evaluation of our disclosure controls and procedures as of October [removed: 30, 2022,] [added: 29, 2023,] 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: 30, 2022.][added: 29, 2023.]

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: 30, 2022,] [added: 29, 2023,] our internal control over financial reporting is effective based on those criteria.

The effectiveness of our internal control over financial [removed: reporting,] [added: reporting] as of October [removed: 30, 2022] [added: 29, 2023] 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: 30, 2022] [added: 29, 2023] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Although we have modified our workplace practices globally due to the COVID-19 pandemic, resulting in some of our employees working remotely, this has not meaningfully affected our internal controls over financial reporting.

We are continually monitoring and assessing the COVID-19 situation on our internal controls to minimize the impact on their design and operating effectiveness.

The information required by Item 10 is incorporated herein by reference from sections entitled “Board of Directors,” “Corporate Governance” and “Proposal 1 — Election of Directors” in our definitive Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Stockholders.

The information required by Item 11 is incorporated herein by reference from sections entitled “Board of Directors — Director Compensation,” “Board of Directors — Board Committees — Compensation Committee — Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Compensation Committee [removed: Report” and] [added: Report,”] “Executive [removed: Compensation”] [added: Compensation,” “CEO Pay Ratio” and “Pay versus Performance”] in our definitive Proxy Statement for our [removed: 2023] [added: 2024] 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: 2023] [added: 2024] Annual Meeting of Stockholders.

The information required by Item 13 is incorporated herein by reference from sections entitled “Board of Directors” and “Certain Relationships and Related Party Transactions” in our definitive Proxy Statement for our [removed: 2023] [added: 2024] 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 Independent Registered Public Accounting Firm” in our definitive Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Stockholders.

| [Reports of Independent Registered Public Accounting [removed: Firm](#i66fba71a04dc4921a880986986248772_88)] [added: Firm](#i4a92367b39c4482ea3f436a61c5b2dad_85)] | | | [removed: [48](#i66fba71a04dc4921a880986986248772_88)] [added: [49](#i4a92367b39c4482ea3f436a61c5b2dad_85)] | | |

| [Consolidated Balance [removed: Sheets](#i66fba71a04dc4921a880986986248772_91)] [added: Sheets](#i4a92367b39c4482ea3f436a61c5b2dad_88)] | | | [removed: [49](#i66fba71a04dc4921a880986986248772_91)] [added: [50](#i4a92367b39c4482ea3f436a61c5b2dad_88)] | | |

| [Consolidated Statements of [removed: Operations](#i66fba71a04dc4921a880986986248772_94)] [added: Operations](#i4a92367b39c4482ea3f436a61c5b2dad_91)] | | | [removed: [50](#i66fba71a04dc4921a880986986248772_94)] [added: [51](#i4a92367b39c4482ea3f436a61c5b2dad_91)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i66fba71a04dc4921a880986986248772_97)] [added: Income](#i4a92367b39c4482ea3f436a61c5b2dad_94)] | | | [removed: [51](#i66fba71a04dc4921a880986986248772_97)] [added: [52](#i4a92367b39c4482ea3f436a61c5b2dad_94)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i66fba71a04dc4921a880986986248772_100)] [added: Flows](#i4a92367b39c4482ea3f436a61c5b2dad_97)] | | | [removed: [52](#i66fba71a04dc4921a880986986248772_100)] [added: [53](#i4a92367b39c4482ea3f436a61c5b2dad_97)] | | |

| [Consolidated Statements [removed: of](#i66fba71a04dc4921a880986986248772_103) [Stockholders](#i66fba71a04dc4921a880986986248772_103)[’](#i66fba71a04dc4921a880986986248772_103) [](#i66fba71a04dc4921a880986986248772_103)[Equity](#i66fba71a04dc4921a880986986248772_103)] [added: of Stockholders’ Equity](#i4a92367b39c4482ea3f436a61c5b2dad_100)] | | | [removed: [53](#i66fba71a04dc4921a880986986248772_103)] [added: [54](#i4a92367b39c4482ea3f436a61c5b2dad_100)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i66fba71a04dc4921a880986986248772_106)] [added: Statements](#i4a92367b39c4482ea3f436a61c5b2dad_103)] | | | [removed: [54](#i66fba71a04dc4921a880986986248772_106)] [added: [55](#i4a92367b39c4482ea3f436a61c5b2dad_103)] | | |

The financial statement schedule of the Registrant and its subsidiaries for fiscal years [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] 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](#i66fba71a04dc4921a880986986248772_157)] [added: Accounts](#i4a92367b39c4482ea3f436a61c5b2dad_154)] | | | [removed: [89](#i66fba71a04dc4921a880986986248772_157)] [added: [88](#i4a92367b39c4482ea3f436a61c5b2dad_154)] | | |

| | | | | | | | | | | | | [added: | | |] Incorporated by Reference | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

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

| [removed: 2.1#] [added: 2.1] | | | | | | [added: | | |] [Agreement and Plan of Merger, dated as of [removed: July 11, 2018,] [added: May 26, 2022,] by and among Broadcom Inc., [removed: Collie Acquisition Corp.] [added: VMware, Inc., Verona Holdco, Inc., Verona Merger Sub, Inc., Barcelona Merger Sub 2, Inc.] and [removed: CA, Inc.](http://www.sec.gov/Archives/edgar/data/1730168/000119312518216419/d431012dex21.htm)] [added: Barcelona Merger Sub 3, LLC.](http://www.sec.gov/Archives/edgar/data/1730168/000119312522161016/d525235dex21.htm)] | | | | | | Broadcom Inc. Current Report on Form 8-K [removed: (Commission File No. 001-38449)] | | | | | | [removed: July 12, 2018] [added: 001-38449] | | | | | | [added: 2.1] | | | [added: | | | 05-26-2022 | | | | | | | | |]

| [removed: 2.2#] [added: 10.35] | | | [added: +] | | | [removed: [Asset Purchase] [added: | | | [Severance Benefits] Agreement, dated [removed: August 8, 2019, by and] [added: December 10, 2020,] between Broadcom Inc. and [removed: Symantec Corporation.](http://www.sec.gov/Archives/edgar/data/1730168/000119312519217369/d790567dex21.htm)] [added: Kirsten M. Spears.](http://www.sec.gov/Archives/edgar/data/1730168/000119312520315010/d71178dex105.htm)] | | | | | | Broadcom Inc. Current Report on Form 8-K [removed: (Commission File No. 001-38449)] | | | | | | [removed: August 9, 2019] [added: 001-38449] | | | | | | [added: 10.5] | | | [added: | | | 12-10-2020 | | | | | | | | |]

| [removed: 2.3#] [added: 10.32] | | | [added: +] | | | [removed: [APA Letter] [added: | | | [Amended and Restated Severance Benefits] Agreement, dated [removed: as of October 1,] [added: December 10,] 2020, [removed: by and] between Broadcom Inc. and [removed: NortonLifeLock Inc.](http://www.sec.gov/Archives/edgar/data/1730168/000173016820000226/ex23apaletteragreementdate.htm)] [added: Hock E. Tan.](http://www.sec.gov/Archives/edgar/data/1730168/000119312520315010/d71178dex101.htm)] | | | | | | Broadcom Inc. [removed: Annual] [added: Current] Report on Form [removed: 10-K (Commission File No. 001-38449)] [added: 8-K] | | | | | | [removed: December 18, 2020] [added: 001-38449] | | | | | | [added: 10.1] | | | [added: | | | 12-10-2020 | | | | | | | | |]

| 3.1 | | | | | | [added: | | |] [Amended and Restated Certificate of Incorporation.](http://www.sec.gov/Archives/edgar/data/1730168/000119312518107559/d562806dex31.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K12B [removed: (Commission File No.001-38449)] | | | | | | [removed: April 4, 2018] [added: 001-38449] | | | | | | [added: 3.1] | | | [added: | | | 04-04-2018 | | | | | | | | |]

| 3.2 | | | | | | [added: | | |] [Certificate of Designation of the 8.00% Mandatory Convertible Preferred Stock, Series A.](http://www.sec.gov/Archives/edgar/data/1730168/000119312519258822/d779141dex31.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K [removed: (Commission File No. 001-38449)] | | | | | | [removed: September 30, 2019] [added: 001-38449] | | | | | | [added: 3.1] | | | [added: | | | 09-30-2019 | | | | | | | | |]

| 3.3 | | | | | | [added: | | |] [Amended and Restated Bylaws.](http://www.sec.gov/Archives/edgar/data/1730168/000119312518107559/d562806dex32.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K12B [removed: (Commission File No. 001-38449)] | | | | | | [removed: April 4, 2018] [added: 001-38449] | | | | | | [added: 3.2] | | | [added: | | | 04-04-2018 | | | | | | | | |]

| 4.1 | | | | | | [added: | | |] [Form of Common Stock Certificate.](http://www.sec.gov/Archives/edgar/data/1730168/000173016818000019/ex41formofstockcertificate.htm) | | | | | | Broadcom Inc. Quarterly Report on Form 10-Q [removed: (Commission File No. 001-38449)] | | | | | | [removed: June 14, 2018] [added: 001-38449] | | | | | | [added: 4.1] | | | [added: | | | 06-14-2018 | | | | | | | | |]

| [removed: 4.3] [added: 4.2] | | | | | | [added: | | |] [Description of Common Stock.](http://www.sec.gov/Archives/edgar/data/1730168/000173016819000144/ex43descriptionofcommo.htm) | | | | | | Broadcom Inc. Annual Report on Form 10-K [removed: (Commission File No. 001-38449)] | | | | | | [removed: December 20, 2019] [added: 001-38449] | | | | | | [added: 4.3] | | | [added: | | | 12-20-2019 | | | | | | | | |]

| [removed: 4.5] [added: 4.3] | | | | | | [added: | | |] [Indenture, dated as of January 19, 2017, by and among the Broadcom Corporation and Broadcom Cayman Finance Limited (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 [removed: (Commission File No. 001-37690)] | | | | | | [removed: January 20, 2017] [added: 001-37690] | | | | | | [added: 4.1] | | | [added: | | | 01-20-2017 | | | | | | | | |]

| [removed: 4.6] [added: 4.4] | | | | | | [added: | | |] [Supplement Indenture to the January 2017 Indenture, dated as of April 9, 2018.](http://www.sec.gov/Archives/edgar/data/1730168/000119312518111706/d562929dex41.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K [removed: (Commission File No. 001-38449)] | | | | | | [removed: April 9, 2018] [added: 001-38449] | | | | | | [added: 4.1] | | | [added: | | | 04-09-2018 | | | | | | | | |]

| [removed: 4.7] [added: 4.5] | | | | | | [added: | | |] [Second Supplement Indenture to the January 2017 Indenture, dated as of January 25, 2019.](http://www.sec.gov/Archives/edgar/data/1730168/000119312519017097/d684347dex41.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K [removed: (Commission File No. 001-38449)] | | | | | | [removed: January 25, 2019] [added: 001-38449] | | | | | | [added: 4.1] | | | [added: | | | 01-25-2019 | | | | | | | | |]

| [removed: 4.8] [added: 4.6] | | | | | | [added: | | |] [Form of [removed: 3.000%] [added: 3.625%] Senior [removed: 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] [added: Notes 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 [removed: (Commission File No. 001-37690)] | | | | | | [removed: January 20, 2017] [added: 001-37690] | | | | | | [added: 4.1] | | | [added: | | | 01-20-2017 | | | | | | | | |]

| [removed: 4.9] [added: 4.7] | | | | | | [added: | | |] [Form of [removed: 3.625%] [added: 3.875%] Senior [removed: 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] [added: Notes 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 [removed: (Commission File No. 001-37690)] | | | | | | [removed: January 20, 2017] [added: 001-37690] | | | | | | [added: 4.1] | | | [added: | | | 01-20-2017 | | | | | | | | |]

| [removed: 4.10] [added: 4.11] | | | | | | [added: | | |] [Form of [removed: 3.875%] [added: 2.650%] Senior [removed: 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] [added: Notes 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 [removed: (Commission File No. 001-37690)] | | | | | | [removed: January 20, 2017] [added: 001-37690] | | | | | | [added: 4.1] | | | [added: | | | 10-17-2017 | | | | | | | | |]

| [removed: 4.11] [added: 4.8] | | | | | | [added: | | |] [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 [removed: (Commission File No. 001-37690)] | | | | | | [removed: October 17, 2017] [added: 001-37690] | | | | | | [added: 4.1] | | | [added: | | | 10-17-2017 | | | | | | | | |]

| [removed: 4.12] [added: 4.9] | | | | | | [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 [removed: (Commission File No. 001-38449)] | | | | | | [removed: April 9, 2018] [added: 001-38449] | | | | | | [added: 4.2] | | | [added: | | | 04-09-2018 | | | | | | | | |]

| [removed: 4.13] [added: 4.10] | | | | | | [added: | | |] [Second Supplemental Indenture to October 2017 Indenture, 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 [removed: (Commission File No. 001-38449)] | | | | | | [removed: January 25, 2019] [added: 001-38449] | | | | | | [added: 4.2] | | | [added: | | | 01-25-2019 | | | | | | | | |]

| [removed: 4.14] [added: 4.12] | | | | | | [added: | | |] [Form of [removed: 2.650%] [added: 3.125%] Senior [removed: 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] [added: Notes due 2025] (included in Exhibit 4.11).](http://www.sec.gov/Archives/edgar/data/1649338/000119312517311851/d472495dex41.htm) | | | | | | Broadcom Limited Current Report on Form 8-K [removed: (Commission File No. 001-37690)] | | | | | | [removed: October 17, 2017] [added: 001-37690] | | | | | | [added: 4.1] | | | [added: | | | 10-17-2017 | | | | | | | | |]

| [removed: 4.15] [added: 4.13] | | | | | | [added: | | |] [Form of [removed: 3.125%] [added: 3.500%] Senior [removed: 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] [added: Notes due 2028] (included in Exhibit 4.11).](http://www.sec.gov/Archives/edgar/data/1649338/000119312517311851/d472495dex41.htm) | | | | | | Broadcom Limited Current Report on Form 8-K [removed: (Commission File No. 001-37690)] | | | | | | [removed: October 17, 2017] [added: 001-37690] | | | | | | [added: 4.1] | | | [added: | | | 10-17-2017 | | | | | | | | |]

| [removed: 4.17] [added: 4.14] | | | | | | [added: | | |] [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 [removed: (Commission File No. 001-38449)] | | | | | | [removed: April 5, 2019] [added: 001-38449] | | | | | | [added: 4.1] | | | [added: | | | 04-05-2019 | | | | | | | | |]

| [removed: 4.18] [added: 4.15] | | | | | | [added: | | |] [Form of 3.625% Senior Notes due 2024 (included in Exhibit 4.17).](http://www.sec.gov/Archives/edgar/data/1730168/000119312519099260/d719856dex41.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K [removed: (Commission File No. 001-38449)] | | | | | | [removed: April 5, 2019] [added: 001-38449] | | | | | | [added: 4.1] | | | [added: | | | 04-05-2019 | | | | | | | | |]

| [removed: 4.19] [added: 4.16] | | | | | | [added: | | |] [Form of [removed: 4.250%] [added: 4.750%] Senior Notes due [removed: 2026] [added: 2029] (included in Exhibit 4.17).](http://www.sec.gov/Archives/edgar/data/1730168/000119312519099260/d719856dex41.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K [removed: (Commission File No. 001-38449)] | | | | | | [removed: April 5, 2019] [added: 001-38449] | | | | | | [added: 4.1] | | | [added: | | | 04-05-2019 | | | | | | | | |]

| [removed: 4.20] [added: 4.43] | | | | | | [added: | | |] [Form of [removed: 4.750%] [added: 4.00%] Senior Notes due 2029 (included in Exhibit [removed: 4.17).](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 [removed: (Commission File No. 001-38449)] | | | | | | [removed: April 5, 2019] [added: 001-38449] | | | | | | [added: 4.1] | | | [added: | | | 04-15-2022 | | | | | | | | |]

| [removed: 4.21] [added: 4.17] | | | | | | [added: | | |] [Indenture, dated as of April 9, 2020, by and among the Company, as Issuer, Broadcom Technologies Inc. and Broadcom Corporation (the “2020 Guarantors”), and Wilmington Trust, National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1730168/000119312520102580/d823740dex41.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K [removed: (Commission File No. 001-38449)] | | | | | | [removed: April 9, 2020] [added: 001-38449] | | | | | | [added: 4.1] | | | [added: | | | 04-09-2020 | | | | | | | | |]

| [removed: 4.22] [added: 4.18] | | | | | | [added: | | |] [Form of [removed: 4.700%] [added: 5.000%] Senior Notes due [removed: 2025] [added: 2030] (included in Exhibit 4.21)](https://www.sec.gov/Archives/edgar/data/1730168/000119312520102580/d823740dex41.htm). | | | | | | Broadcom Inc. Current Report on Form 8-K [removed: (Commission File No. 001-38449)] | | | | | | [removed: April 9, 2020] [added: 001-38449] | | | | | | [added: 4.1] | | | [added: | | | 04-09-2020 | | | | | | | | |]

| 4.23 | | | | | | [added: | | |] [Form of [removed: 5.000%] [added: 4.300%] Senior Notes due [removed: 2030] [added: 2032] (included in Exhibit [removed: 4.21)](https://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 [removed: (Commission File No. 001-38449)] | | | | | | [removed: April 9, 2020] [added: 001-38449] | | | | | | [added: 4.1] | | | [added: | | | 05-08-2020 | | | | | | | | |]

| [removed: 4.24] [added: 4.19] | | | | | | [added: | | |] [Indenture, dated as of May 8, 2020, by and among the Company, as Issuer, the 2020 Guarantors, and Wilmington Trust, National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1730168/000119312520137528/d921783dex41.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K [removed: (Commission File No. 001-38449)] | | | | | | [removed: May 8, 2020] [added: 001-38449] | | | | | | [added: 4.1] | | | [added: | | | 05-08-2020 | | | | | | | | |]

| [removed: 4.25] [added: 4.20] | | | | | | [added: | | |] [Form of 2.250% Senior Notes due 2023 (included in Exhibit 4.24).](https://www.sec.gov/Archives/edgar/data/1730168/000119312520137528/d921783dex41.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K [removed: (Commission File No. 001-38449)] | | | | | | [removed: May 8, 2020] [added: 001-38449] | | | | | | [added: 4.1] | | | [added: | | | 05-08-2020 | | | | | | | | |]

| [removed: 4.26] [added: 4.21] | | | | | | [added: | | |] [Form of 3.150% Senior Notes due 2025 (included in Exhibit 4.24).](https://www.sec.gov/Archives/edgar/data/1730168/000119312520137528/d921783dex41.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K [removed: (Commission File No. 001-38449)] | | | | | | [removed: May 8, 2020] [added: 001-38449] | | | | | | [added: 4.1] | | | [added: | | | 05-08-2020 | | | | | | | | |]

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

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

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

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

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

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

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

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

| 10.5 | | | | | | | | | [Amendment No. 1, dated April 18, 2023, among Broadcom Inc., the lenders and other parties thereto, and Bank of America, N.A., as Administrative Agent, to the Credit Agreement, dated as of January 19, 2021](http://www.sec.gov/Archives/edgar/data/1730168/000173016823000064/exhibit101amendmentno1amen.htm). | | | | | | Broadcom Inc. Quarterly Report on Form 10-Q | | | | | | 001-38449 | | | | | | 10.1 | | | | | | 06-07-2023 | | | | | | | | |

| 10.6 | | | | | | | | | [Credit Agreement, dated as of August 15, 2023, among Broadcom, the lenders and other parties party thereto, and Bank of America, N.A., as Administrative Agent.](http://www.sec.gov/Archives/edgar/data/1730168/000114036123040084/brhc20057578_ex10-1.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K | | | | | | 001-38449 | | | | | | 10.1 | | | | | | 08-16-2023 | | | | | | | | |

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

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

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

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

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

| 97.1 | | | | | | | | | [Clawback Policy](https://www.sec.gov/Archives/edgar/data/1730168/000173016823000096/ex971clawbackpolicy.htm)[.](https://www.sec.gov/Archives/edgar/data/1730168/000173016823000096/ex971clawbackpolicy.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

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| 2.4 | | | | | | [Agreement and Plan of Merger, dated as of May 26, 2022, by and among Broadcom Inc., VMware, Inc., Verona Holdco, Inc., Verona Merger Sub, Inc., Barcelona Merger Sub 2, Inc. and Barcelona Merger Sub 3, LLC.](http://www.sec.gov/Archives/edgar/data/1730168/000119312522161016/d525235dex21.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | May 26, 2022 | | | | | | | | |

| 4.2 | | | | | | [Form of Certificate of the 8.00% Mandatory Convertible Preferred Stock, Series A (included in 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 | | | | | | | | |

| 4.4 | | | | | | [Description of 8.00% Mandatory Convertible Preferred Stock, Series 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 | | | | | | | | |

| 4.16 | | | | | | [Form of 3.500% Senior 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 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 | | | | | | | | |

| 4.49 | | | | | | [Form of 4.15% Senior Notes due 2032 (included in Exhibit 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 15, 2022 | | | | | | | | |

| 4.52 | | | | | | [Form of 4.926% Senior Notes due 2037 (included in Exhibit 4.51).](http://www.sec.gov/Archives/edgar/data/1730168/000119312522108067/d299108dex41.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | April 18, 2022 | | | | | | | | |

| 10.32+ | | | | | | [Amended and Restated Severance Benefits Agreement, dated December 10, 2020, between Broadcom Inc. and Charlie B. Kawwas.](http://www.sec.gov/Archives/edgar/data/1730168/000119312520315010/d71178dex102.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | December 10, 2020 | | | | | | | | |

| 10.33+ | | | | | | [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 | | | | | | | | |

| 10.34+ | | | | | | [Severance Benefits Agreement, dated December 10, 2020, between Broadcom Inc. and Kirsten M. Spears.](http://www.sec.gov/Archives/edgar/data/1730168/000119312520315010/d71178dex105.htm) | | | | | | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) | | | | | | December 10, 2020 | | | | | | | | |

| 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 | | | | | | | | |

Date: December [removed: 16, 2022][added: 14, 2023]

| /s/ Hock E. Tan | | | | | | [removed: President and] [added: President,] Chief Executive Officer and Director (Principal Executive Officer) | | | | | | December [removed: 16, 2022] [added: 14, 2023] | | |

| /s/ Kirsten M. Spears | | | | | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | | | | | December [removed: 16, 2022] [added: 14, 2023] | | |

| /s/ Henry Samueli | | | | | | Chairman of the Board of Directors | | | | | | December [removed: 16, 2022] [added: 14, 2023] | | |

| /s/ Eddy W. Hartenstein | | | | | | Lead Independent Director | | | | | | December [removed: 16, 2022] [added: 14, 2023] | | |

| /s/ Diane M. Bryant | | | | | | Director | | | | | | December [removed: 16, 2022] [added: 14, 2023] | | |

| /s/ Gayla J. Delly | | | | | | Director | | | | | | December [removed: 16, 2022] [added: 14, 2023] | | |

| /s/ Raul F. Fernandez | | | | | | Director | | | | | | December [removed: 16, 2022] [added: 14, 2023] | | |

| /s/ Check Kian Low | | | | | | Director | | | | | | December [removed: 16, 2022] [added: 14, 2023] | | |

| /s/ Justine F. Page | | | | | | Director | | | | | | December [removed: 16, 2022] [added: 14, 2023] | | |

| /s/ Harry L. You | | | | | | Director | | | | | | December [removed: 16, 2022] [added: 14, 2023] | | |