Broadcom 10-Q 2025-02-02

Filed 2025-03-12. 8 sections, 266K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 2, 2025

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Broadcom Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3844935-2617337
(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification No.)
3421 Hillview Ave
Palo Alto,CA94304
(650)427-6000
(Address, including zip code, of principal executive offices and registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, $0.001 par valueAVGOThe NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filerþAccelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

As of February 28, 2025, there were 4,701,948,717 shares of our common stock outstanding.

BROADCOM INC.

Quarterly Report on Form 10-Q

For the Quarterly Period Ended February 2, 2025

TABLE OF CONTENTS

Page
PART I — FINANCIAL INFORMATION1
Item 1. Condensed Consolidated Financial Statements — Unaudited1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations21
Item 3. Quantitative and Qualitative Disclosures About Market Risk28
Item 4. Controls and Procedures28
PART II — OTHER INFORMATION28
Item 1. Legal Proceedings28
Item 1A. Risk Factors28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds45
Item 3. Defaults Upon Senior Securities45
Item 4. Mine Safety Disclosures45
Item 5. Other Information45
Item 6. Exhibits46
SIGNATURES47

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PART I — FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements — Unaudited

BROADCOM INC.

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — UNAUDITED

Page
Condensed Consolidated Balance Sheets — Unaudited2
Condensed Consolidated Statements of Operations — Unaudited3
Condensed Consolidated Statements of Comprehensive Income — Unaudited4
Condensed Consolidated Statements of Cash Flows — Unaudited5
Condensed Consolidated Statements of Stockholders’ Equity — Unaudited6
Notes to Unaudited Condensed Consolidated Financial Statements8

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BROADCOM INC.

CONDENSED CONSOLIDATED BALANCE SHEETS — UNAUDITED

February 2, 2025November 3, 2024
(In millions, except par value)
ASSETS
Current assets:
Cash and cash equivalents$9,307$9,348
Trade accounts receivable, net4,9554,416
Inventory1,9081,760
Other current assets4,8204,071
Total current assets20,99019,595
Long-term assets:
Property, plant and equipment, net2,4652,521
Goodwill97,87197,873
Intangible assets, net38,58340,583
Other long-term assets5,4495,073
Total assets$165,358$165,645
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable$1,905$1,662
Employee compensation and benefits9221,971
Short-term debt5,6531,271
Other current liabilities12,43011,793
Total current liabilities20,91016,697
Long-term liabilities:
Long-term debt60,92666,295
Other long-term liabilities13,73314,975
Total liabilities95,56997,967
Commitments and contingencies (Note 11)
Stockholders’ equity:
Preferred stock, $0.001 par value; 100 shares authorized; none issued and outstanding——
Common stock, $0.001 par value; 29,000 shares authorized; 4,702 and 4,686 shares issued and outstanding as of February 2, 2025 and November 3, 2024, respectively55
Additional paid-in capital66,84867,466
Retained earnings2,729—
Accumulated other comprehensive income207207
Total stockholders’ equity69,78967,678
Total liabilities and equity$165,358$165,645

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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BROADCOM INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS — UNAUDITED

Fiscal Quarter Ended
February 2, 2025February 4, 2024
(In millions, except per share data)
Net revenue:
Products$8,171$7,412
Subscriptions and services6,7454,549
Total net revenue14,91611,961
Cost of revenue:
Cost of products sold2,6932,160
Cost of subscriptions and services580954
Amortization of acquisition-related intangible assets1,4841,380
Restructuring charges1492
Total cost of revenue4,7714,586
Gross margin10,1457,375
Research and development2,2532,308
Selling, general and administrative9491,572
Amortization of acquisition-related intangible assets511792
Restructuring and other charges172620
Total operating expenses3,8855,292
Operating income6,2602,083
Interest expense(873)(926)
Other income, net103

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q (“Form 10-Q”) and the audited consolidated financial statements and notes thereto and management’s discussion and analysis of financial condition and results of operations for the fiscal year ended November 3, 2024 (“fiscal year 2024”) included in our Annual Report on Form 10-K for fiscal year 2024 (“2024 Annual Report on Form 10-K”). This Form 10-Q contains forward-looking statements within the meaning of federal securities laws. These statements are indicated by words or phrases such as “anticipate,” “expect,” “estimate,” “seek,” “plan,” “believe,” “could,” “intend,” “will,” and similar words or phrases. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. These forward-looking statements may include our projected financial results or expectations regarding acquisitions, developments in technology, products and seasonality of our business. Such statements are based on current expectations, estimates, forecasts and projections of our industry performance and macroeconomic conditions, based on management’s judgment, beliefs, current trends and market conditions, and involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. We derive most of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Accordingly, we caution you not to place undue reliance on these statements. Material factors that could cause actual results to differ materially from our expectations include, but are not limited to, those disclosed under “Risk Factors” in Part II, Item 1A of this Form 10-Q, and in other documents we file from time to time with the Securities and Exchange Commission (the “SEC”). We undertake no intent or obligation to publicly update or revise any forward-looking statements for any reason, except as required by law.

Unless stated otherwise or the context otherwise requires, references to “Broadcom,” “we,” “our,” and “us” mean Broadcom Inc. and its consolidated subsidiaries.

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Overview

We are a global technology leader that designs, develops and supplies a broad range of semiconductor and infrastructure software solutions. We develop semiconductor devices with a focus on complex digital and mixed signal complementary metal oxide semiconductor based devices and analog III-V based products. We offer thousands of products that are used in end products such as enterprise and data center networking, including artificial intelligence (“AI”) networking and connectivity, home connectivity, set-top boxes, broadband access, telecommunication equipment, smartphones and base stations, data center servers and storage systems, factory automation, power generation and alternative energy systems, and electronic displays. Our infrastructure software solutions help enterprises simplify their information technology environments so they can increase business velocity and flexibility, and enable customers to plan, develop, deliver, automate, manage and secure applications across mainframe, distributed, edge, mobile, and private and hybrid cloud platforms. Our portfolio of infrastructure and security software is designed to modernize, optimize, and secure the most complex private and hybrid cloud environments, enabling scalability, agility, automation, insights, resiliency and security making it easy for customers to run their mission-critical workloads. We also offer mission-critical fibre channel storage area networking (“FC SAN”) products and related software in the form of modules, switches and subsystems incorporating multiple semiconductor products.

We have two reportable segments: semiconductor solutions and infrastructure software. Our semiconductor solutions segment includes all of our product lines and intellectual property (“IP”) licensing. Our infrastructure software segment includes our private and hybrid cloud, application development and delivery, software-defined edge, application networking and security, mainframe, distributed and cybersecurity solutions, and our FC SAN business.

Our fiscal year ending November 2, 2025 (“fiscal year 2025”), is a 52-week fiscal year, with our first fiscal quarter ended February 2, 2025 containing 13 weeks compared to 14 weeks in the prior year fiscal period. The additional week resulted in higher net revenue, gross margin dollars, research and development expense, and selling, general and administrative expense in the first fiscal quarter of fiscal year 2024, compared to the corresponding current year fiscal period.

We acquired VMware, Inc. (“VMware”) on November 22, 2023, resulting in a partial quarter of operations from activities related to VMware in the first quarter of fiscal year 2024 compared to a full quarter of operations in the first quarter of fiscal year 2025.

Quarterly Highlights

Highlights during the fiscal quarter ended February 2, 2025 include the following:

  • We generated $6,113 million of cash from operations.

  • We paid $2,774 million in cash dividends.

  • We issued $4.0 billion of commercial paper and $3.0 billion of senior unsecured notes and used the net proceeds, as well as cash on hand, to repay $7,595 million of our unsecured term loans.

Critical Accounting Estimates

The preparation of financial statements in accordance with generally accepted accounting principles in the United States 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 period. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Our actual financial results may differ materially and adversely from our estimates. Our critical accounting policies are those that affect our historical financial statements materially and involve difficult, subjective or complex judgments by management. Those policies include revenue recognition, business combinations, valuation of goodwill and long-lived assets, and income taxes.

There were no significant changes in our critical accounting estimates during the fiscal quarter ended February 2, 2025 compared to those previously disclosed in “Critical Accounting Estimates” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the 2024 Annual Report on Form 10-K.

Macroeconomic Factors

We are subject to risks and exposures from the evolving macroeconomic environment, including uncertainty and volatility in financial markets, efforts of governments to stimulate or stabilize the economy and other unfavorable changes in economic conditions, as well as an increase in trade tensions and related tariffs with U.S. trading partners. While difficult to isolate and quantify, these risks may cause our net revenue to fluctuate significantly and we continuously monitor the broader impacts of these circumstances on our business, our supply chain and our results of operations.

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Results of Operations

Fiscal Quarter Ended February 2, 2025 Compared to Fiscal Quarter Ended February 4, 2024

The following table sets forth our results of operations for the periods presented:

Fiscal Quarter Ended
February 2, 2025February 4, 2024February 2, 2025February 4, 2024
(In millions)(As a percentage of net revenue)
Statements of Operations Data:
Net revenue:
Products$8,171$7,41255%62%
Subscriptions and services6,7454,5494538
Total net revenue14,91611,961100100
Cost of revenue:
Cost of products sold2,6932,1601818
Cost of subscriptions and services58095448
Amortization of acquisition-related intangible assets1,4841,3801011
Restructuring charges1492—1
Total cost of revenue4,7714,5863238
Gross margin10,1457,3756862
Research and development2,2532,3081519
Selling, general and administrative9491,572713
Amortization of acquisition-related intangible assets51179237
Restructuring and other charges17262015
Total operating expenses3,8855,2922644
Operating income$6,260$2,08342%18%

Net Revenue

A relatively small number of customers account for a significant portion of our net revenue. Direct sales to one customer, which is a distributor, accounted for 29% and 27% of our net revenue for the fiscal quarters ended February 2, 2025, and February 4, 2024, respectively.

We believe aggregate sales to our top five end customers, through all channels, accounted for approximately 40% of our net revenue for each of the fiscal quarters ended February 2, 2025 and February 4, 2024. We expect to continue to experience significant customer concentration in future periods. The loss of, or significant decrease in demand from, any of our top five end customers could have a material adverse effect on our business, results of operations and financial condition.

From time to time, some of our key semiconductor customers place large orders or delay orders, causing our quarterly net revenue to fluctuate significantly. This is particularly true of our products used in AI and wireless applications as fluctuations may be magnified by the timing of customer deployments, as well as product launches and seasonal variations for wireless applications. For infrastructure software, the transition to subscription licenses, as well as whether or not a customer has the right to terminate, could cause variations in revenue recognized in each period.

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The following tables set forth net revenue by segment for the periods presented:

Fiscal Quarter Ended
Net Revenue by SegmentFebruary 2, 2025February 4, 2024$ Change% Change
(Dollars in millions)
Semiconductor solutions$8,212$7,390$82211%
Infrastructure software6,7044,5712,13347%
Total net revenue$14,916$11,961$2,95525%
Fiscal Quarter Ended
Net Revenue by SegmentFebruary 2, 2025February 4, 2024
(As a percentage of net revenue)
Semiconductor solutions55%62%
Infrastructure software4538
Total net revenue100%100%

Net revenue from our semiconductor solutions segment increased in the fiscal quarter ended February 2, 2025 compared to the prior year fiscal period due to strong demand for our networking products, primarily AI networking solutions, partially offset by lower demand for our non-AI solutions, primarily broadband products. Net revenue from our infrastructure software segment increased in the fiscal quarter ended February 2, 2025 compared to the prior year fiscal period primarily due to strong demand for our VMware Cloud Foundation (“VCF”) product, additional license revenue recognized on contracts where customers do not have the right to terminate, and the transition to a subscription license model.

Gross Margin

Gross margin was $10,145 million for the fiscal quarter ended February 2, 2025 compared to $7,375 million for the fiscal quarter ended February 4, 2024. The increase was primarily due to higher software revenue and strong product demand for our AI semiconductor solutions.

As a percentage of net revenue, gross margin was 68% and 62% of net revenue for the fiscal quarters ended February 2, 2025 and February 4, 2024, respectively. The increase was primarily due to higher software revenue and lower amortization of acquisition-related intangible assets as a percentage of revenue.

Research and Development Expense

Research and development expense decreased $55 million, or 2% for the fiscal quarter ended February 2, 2025 compared to the prior year fiscal period. The decrease was primarily due to lower compensation resulting from a decrease in headcount and lower stock-based compensation.

Selling, General and Administrative Expense

Selling, general and administrative expense decreased $623 million, or 40% for the fiscal quarter ended February 2, 2025 compared to the prior year fiscal period. The decrease was primarily due to lower compensation resulting from a decrease in headcount and lower stock-based compensation. In addition, in the prior year fiscal period, we incurred higher VMware acquisition-related costs.

Amortization of Acquisition-Related Intangible Assets

Amortization of acquisition-related intangible assets recognized in operating expenses decreased $281 million, or 35% for the fiscal quarter ended February 2, 2025 compared to the prior year fiscal period primarily due to full amortization of customer-related intangible assets from previous software acquisitions other than VMware.

Restructuring and Other Charges

Restructuring and other charges recognized in operating expenses decreased $448 million, or 72% for the fiscal quarter ended February 2, 2025 compared to the prior year fiscal period primarily due to lower employee termination costs associated with the integration of the VMware business.

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Stock-Based Compensation Expense

Total stock-based compensation expense was $1,280 million and $1,572 million for the fiscal quarters ended February 2, 2025, and February 4, 2024, respectively. The decrease was primarily due to the full vesting and forfeitures of certain equity awards assumed in the VMware acquisition, partially offset by December 2023 VMware inducement grants and March 2024 annual employee equity grants at higher grant-date fair values.

The following table sets forth the total unrecognized compensation cost related to unvested stock-based awards outstanding and expected to vest as of February 2, 2025. The remaining weighted-average service period was 2.9 years.

Fiscal Year:Unrecognized Compensation Cost, Net of Expected Forfeitures
(In millions)
2025 (remainder)$3,324
20263,778
20272,826
2028796
202921
Total$10,745

Segment Operating Results

Fiscal Quarter Ended
Operating Income by SegmentFebruary 2, 2025February 4, 2024$ Change% Change
(Dollars in millions)
Semiconductor solutions$4,706$4,116$59014%
Infrastructure software5,1222,7152,40789%
Unallocated expenses(3,568)(4,748)1,180(25)%
Total operating income$6,260$2,083$4,177201%

Operating income from our semiconductor solutions segment increased for the fiscal quarter ended February 2, 2025 compared to the prior year fiscal period due to strong demand for our networking products, primarily AI networking solutions, partially offset by lower demand for our non-AI solutions, primarily broadband products. Higher operating income from our infrastructure software segment in the fiscal quarter ended February 2, 2025 compared to the prior year fiscal period was primarily due to strong demand for our VCF product, additional license revenue recognized on contracts where customers do not have the right to terminate, and the transition to a subscription license model.

Unallocated expenses include amortization of acquisition-related intangible assets; stock-based compensation expense; restructuring and other charges; acquisition-related costs; and other costs that are not used in evaluating the results of, or in allocating resources to, our segments. Unallocated expenses decreased 25% for the fiscal quarter ended February 2, 2025 compared to the prior year fiscal period due to lower restructuring and other charges, stock-based compensation expense, acquisition-related costs, and amortization of acquisition-related intangible assets.

Non-Operating Income and Expenses

Interest expense. Interest expense was $873 million and $926 million for the fiscal quarters ended February 2, 2025, and February 4, 2024, respectively. The decrease was primarily from an overall reduction in outstanding debt balances and debt refinancing activities that drove lower effective interest rates since the fiscal quarter ended February 4, 2024.

Other income, net. Other income, net includes interest income, gains and losses on investments, foreign currency remeasurement and other miscellaneous items. Other income, net, was $103 million and $185 million for the fiscal quarters ended February 2, 2025 and February 4, 2024, respectively. The decrease was primarily due to lower interest income as a result of a lower invested balance.

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Provision for (benefit from) income taxes. The benefit from income taxes was $13 million for the fiscal quarter ended February 2, 2025 and was primarily due to excess tax benefits from stock-based awards partially offset by income before income taxes and a shift in the jurisdictional mix of revenue and expenses. The provision for income taxes was $68 million for the fiscal quarter ended February 4, 2024 and was primarily due to income before income taxes partially offset by excess tax benefits from stock-based awards and a valuation allowance release.

Liquidity and Capital Resources

The following section discusses our principal liquidity and capital resources as well as our principal liquidity requirements and uses of cash. Our cash and cash equivalents are maintained in highly liquid investments with remaining maturities of 90 days or less at the time of purchase. We believe our cash equivalents are liquid and accessible.

Our primary sources of liquidity as of February 2, 2025 consisted of: (i) $9,307 million in cash and cash equivalents, (ii) cash we expect to generate from operations and (iii) available capacity under our $7.5 billion unsecured revolving credit facility. In addition, we may also generate cash from the sale of assets and debt or equity financings from time to time.

Our short-term and long-term liquidity requirements primarily arise from: (i) business acquisitions and investments we may make from time to time, (ii) working capital requirements, (iii) research and development and capital expenditure needs, (iv) cash dividend payments (if and when declared by our Board of Directors), (v) interest and principal payments related to our $68,757 million of outstanding indebtedness with $5,650 million principal amounts payable within 12 months and (vi) payment of income taxes. Our ability to fund these requirements will depend, in part, on our future cash flows, which are determined by our future operating performance and, therefore, subject to prevailing global macroeconomic conditions and financial, business and other factors, some of which are beyond our control.

We believe that our cash and cash equivalents on hand, cash flows from operations and our revolving credit facility will provide sufficient liquidity to operate our business and fund our current and assumed obligations for at least the next 12 months. For additional information regarding our cash requirement from contractual obligations and indebtedness, see Note 11. “Commitments and Contingencies” and Note 7. “Borrowings” in Part I, Item 1 of this Form 10-Q.

From time to time, we engage in discussions with third parties regarding potential acquisitions of, or investments in, businesses, technologies and product lines. Any such transaction, or evaluation of potential transactions, could require significant use of our cash and cash equivalents, or require us to increase our borrowings to fund such transactions. If we do not have sufficient cash to fund our operations or finance growth opportunities, including acquisitions, or unanticipated capital expenditures, our business and financial condition could suffer. In such circumstances, we may seek to obtain new debt or equity financing. However, we cannot assure you that such additional financing will be available on terms acceptable to us or at all. Our ability to service our outstanding indebtedness and any other indebtedness we may incur will depend on our ability to generate cash in the future. We may also elect to sell additional debt or equity securities for reasons other than those specified above.

In addition, we may, at any time and from time to time, seek to retire or purchase our outstanding debt through cash tenders and/or exchanges for equity or debt, in open-market purchases, privately negotiated transactions or otherwise. Such tenders, exchanges or purchases, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. We may also make additional prepayments of our outstanding term loans. The amounts involved may be material.

Working Capital

Working capital decreased to $80 million at February 2, 2025 from $2,898 million at November 3, 2024. The decrease was primarily attributable to the following:

  • Short-term debt increased to $5,653 million at February 2, 2025 from $1,271 million at November 3, 2024 primarily due to the issuance of $4,000 million of commercial paper and $900 million of senior notes becoming due within the next twelve months, offset in part by a $495 million repayment.

  • Other current liabilities increased to $12,430 million at February 2, 2025 from $11,793 million at November 3, 2024 primarily from higher contract liabilities.

  • Accounts payable increased to $1,905 million at February 2, 2025 from $1,662 million at November 3, 2024 primarily due to the timing of payments.

These decreases in working capital were offset in part by the following:

  • Employee compensation and benefits decreased to $922 million at February 2, 2025 from $1,971 million at November 3, 2024 primarily due to annual employee bonus plan payments.

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  • Other current assets increased to $4,820 million at February 2, 2025 from $4,071 million at November 3, 2024 primarily from higher software contract assets, offset in part by lower prepaid taxes.

  • Trade accounts receivable, net increased to $4,955 million at February 2, 2025 from $4,416 million at November 3, 2024 primarily due to higher software billings.

  • Inventory increased to $1,908 million at February 2, 2025 from $1,760 million at November 3, 2024 primarily to support higher expected shipments.

Capital Returns

Fiscal Quarter Ended
Cash Dividends Declared and PaidFebruary 2, 2025February 4, 2024
(In millions, except per share data)
Dividends per share to common stockholders$0.590$0.525
Dividends to common stockholders$2,774$2,435

During the fiscal quarters ended February 2, 2025 and February 4, 2024, we paid approximately $2,036 million and $1,114 million, respectively, in employee withholding taxes due upon the vesting of net settled equity awards. We withheld approximately 8 million and 10 million shares of common stock from employees in connection with such net share settlements during the fiscal quarters ended February 2, 2025 and February 4, 2024, respectively.

Cash Flows

Fiscal Quarter Ended
February 2, 2025February 4, 2024
(In millions)
Net cash provided by operating activities$6,113$4,815
Net cash used in investing activities(174)(25,477)
Net cash provided by (used in) financing activities(5,980)18,337
Net change in cash and cash equivalents$(41)$(2,325)

Operating Activities

Cash flows from operating activities consist of net income adjusted for certain non-cash and other items and changes in assets and liabilities. The $1,298 million increase in cash provided by operations during the fiscal quarter ended February 2, 2025 compared to the prior year fiscal period was primarily due to $4,178 million higher net income, offset in part by $2,068 million from changes in operating assets and liabilities. The lower net income in the prior year fiscal period was partially driven by higher non-cash adjustments including deferred taxes and other non-cash taxes, stock-based compensation, and amortization of intangible assets.

Investing Activities

Cash flows from investing activities primarily consist of cash related to acquisitions and divestitures, capital expenditures and proceeds and payments related to investments. The $25,303 million decrease in cash used in investing activities during the fiscal quarter ended February 2, 2025 compared to the prior year fiscal period was primarily due to $25,416 million cash paid in connection with the acquisition of VMware, net of cash acquired, in the prior year fiscal period.

Financing Activities

Cash flows from financing activities primarily consist of proceeds and payments related to our borrowings, dividend payments, employee withholding tax payments related to net settled equity awards and authorized stock repurchases. The $24,317 million decrease in cash flows from financing activities during the fiscal quarter ended February 2, 2025 compared to the prior year fiscal period was primarily due to a $23,044 million decrease in net proceeds from borrowings, a $7,156 million increase in payments on debt obligations, a $922 million increase in employee withholding tax payments related to net settled equity awards, and a $339 million increase in dividend payments, offset in part by $7,176 million in stock repurchases in the prior year fiscal period.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in market risks from the information presented in Part II, Item 7A. “Quantitative and Qualitative Disclosures About Market Risk,” in the 2024 Annual Report on Form 10-K, except as disclosed below.

Interest Rate Risk

Changes in interest rates affect the fair value of our outstanding fixed rate senior notes. As of February 2, 2025 and November 3, 2024, we had $58.8 billion and $56.3 billion in principal amount of fixed rate senior notes outstanding, and the estimated aggregate fair value of these senior notes was $53.9 billion and $51.4 billion, respectively. As of each of February 2, 2025 and November 3, 2024, a hypothetical 50 basis point change in market interest rates would change the fair value of our fixed rate senior notes by approximately $1.7 billion. However, this hypothetical change in interest rates would not impact the interest expense on our fixed rate senior notes outstanding.

As of February 2, 2025 and November 3, 2024, we had $6.0 billion and $13.6 billion of outstanding term loans, respectively, which are subject to floating interest rates. As of February 2, 2025 and November 3, 2024, a hypothetical 100 basis point change in the interest rate would increase or decrease the interest expense on our term loans for the next 12 months by approximately $61 million and $137 million, respectively. The carrying value of the term loans approximates their fair value as the underlying interest rates are tied to the Secured Overnight Financing Rate.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures. 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 February 2, 2025. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is properly and timely recorded, processed, summarized and reported. These disclosure controls and procedures are also intended to ensure that information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures. Based on this evaluation, our CEO and CFO concluded that, as of February 2, 2025, our disclosure controls and procedures were effective at the reasonable assurance level.

In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

(b) Changes in Internal Control over Financial Reporting. There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

The information set forth under Note 11. “Commitments and Contingencies” included in Part I, Item 1 of this Form 10-Q, is incorporated herein by reference. For additional discussion of certain risks associated with legal proceedings, see “Risk Factors” immediately below.

Item 1A. Risk Factors

Our business, operations and financial results are subject to various risks and uncertainties, including those described below, that could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common stock. The following material factors, among others, could cause our actual results to differ materially from historical results and those expressed in forward-looking statements made by us or on our behalf in filings with the SEC, press releases, communications with investors and oral statements. Additional risks, trends and uncertainties not presently known to us or that we currently believe are immaterial may also harm our business, financial condition, results of operations, cash flows, our reputation or the trading price of our common stock.

Risk Factors Summary

The following is a summary of the material risks that could adversely affect our business, operations and financial results.

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Risks Related to Our Business

  • Adverse global economic conditions could have a negative effect on us.

  • Our business is subject to various governmental regulations and trade restrictions.

  • Global political and economic conditions and other factors related to our international operations could adversely affect us.

  • Failure to realize the benefits expected from the acquisition of VMware could adversely affect our business and the value of our common stock.

  • We have pursued, and may in the future pursue, mergers, acquisitions, investments, joint ventures and dispositions, which could adversely affect our results of operations.

  • We are subject to risks associated with our distributors and other channel partners.

  • 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.

  • Cyber security threats or other security breaches, or any other impairment of the confidentiality, integrity or availability of our information technology (“IT”) systems, or those of one or more of our corporate infrastructure vendors, could have a material adverse effect on our business.

  • A significant reduction in demand or loss of one or more of our significant customers may adversely affect our business.

  • We operate in the highly cyclical semiconductor industry.

  • We make investments in research and development and the slow or unsuccessful return of our investments in research and development could adversely affect us.

  • Winning business in the semiconductor solutions industry is subject to a lengthy process that often requires us to incur significant expense, from which we may ultimately generate no revenue.

  • Dependence on contract manufacturing and suppliers of critical components within our supply chain may adversely affect our ability to bring products to market.

  • We purchase a significant amount of the materials used in our products from a limited number of suppliers.

  • A prolonged disruption of our or our suppliers’ manufacturing facilities, research and development facilities, warehouses or other significant operations could have a material adverse effect on us.

  • Failure to adjust our manufacturing and supply chain to accurately meet customer demand could adversely affect our results of operations.

  • We may be unable to maintain appropriate manufacturing capacity or product yields at our own manufacturing facilities.

  • We may be involved in legal proceedings that could materially adversely affect our business.

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

  • The growth of our software business depends on demand for our data center virtualization products, as well as customer acceptance of our products, services and business strategy.

  • Incompatibility of our software products with operating environments, platforms, or third-party products may adversely affect demand for our products and services.

  • Failure to enter into software license agreements on a satisfactory basis could adversely affect us.

  • 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 additional governmental regulations.

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

  • Our operating results are subject to substantial quarterly and annual fluctuations.

  • Competition in our industries could prevent us from growing our revenue.

  • Our ability to maintain or improve gross margin.

  • If we are unable to protect the significant amount of IP we utilize in our business, our business could be adversely affected.

  • We are subject to warranty claims, product recalls and product liability.

  • The complexity of our products could result in unforeseen delays or expense or undetected defects or bugs.

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  • We are subject to privacy and data security laws and contractual commitments, and our actual or perceived failure to comply with such laws and commitments could harm our business.

  • Corporate responsibility matters may adversely affect our relationships with customers and investors.

  • We must comply with a variety of technical standards, domestic and international laws and regulations in the manufacture and distribution of our semiconductors.

Risks Relating to Our Taxes

  • Our income taxes and overall cash tax costs are affected by a number of factors that could have a material, adverse effect on our financial results.

  • If our tax incentives or tax holiday arrangements change or cease to be in effect or applicable, our corporate income taxes could significantly increase.

  • 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.

Risks Relating to Our Indebtedness

  • Our substantial indebtedness could adversely affect our financial health and our ability to execute our business strategy.

Risks Relating to Owning Our Common Stock

  • Our stock price may be volatile and your investment could lose value.

  • There can be no assurance that we will continue to declare cash dividends.

For a more complete discussion of the material risks facing our business, see below.

Risks Related to Our Business

Adverse global economic conditions could have a negative effect on our business, results of operations and financial condition and liquidity.

A general slowdown in the global economy or in a particular region or industry, uncertainty and volatility in financial markets, efforts of governments to stimulate or stabilize the economy and other unfavorable changes in economic conditions, such as inflation, higher interest rates, tightening of the credit markets, recession or slowing growth, as well as an increase in trade tensions and related tariffs with U.S. trading partners, could negatively impact our business, financial condition and liquidity. Adverse global economic conditions have from time to time caused or exacerbated significant slowdowns in the industries and markets in which we operate, which have adversely affected our business and results of operations. Macroeconomic weakness and uncertainty may also make it more difficult to accurately forecast operating results and raise or refinance debt. An escalation of trade tensions between the U.S. and its trading partners has resulted in trade restrictions and increased protectionism that harm our ability to participate in some markets or compete effectively. Sustained uncertainty about, or worsening of, current global economi

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Item 5. Other Information

Insider Trading Arrangements

Henry Samueli, Ph.D., our Chairman of the Board, has voting and dispositive power over the shares held by D95GT, LLC. Dr. Samueli disclaims beneficial ownership of the shares held by D95GT, LLC and H&S Investments I, L.P., except to the extent of his pecuniary interest. Dr. Samueli does not have a pecuniary interest in the shares held by the Samueli Foundation, but the Samueli Foundation may be deemed an affiliate of Dr. Samueli. On December 18, 2024, D95GT, LLC, H&S Investments I, LP and the Samueli Foundation, adopted a trading plan intended to satisfy Rule 10b5-1(c) under the Exchange Act (the “Samueli Trading Plan”). Pursuant to the Samueli Trading Plan, (i) D95GT, LLC will gift up to $102,600,000 in shares of Broadcom common stock (the “First Donated Shares”) to the Samueli Foundation between March 26, 2025 and December 30, 2025, (ii) H&S Investments I, LP will gift up to $25,000,000 in shares of Broadcom common stock (the “Second Donated Shares,” and together with the First Donated Shares, the “Donated Shares”) to the Samueli Foundation between June 25, 2025 and December 30, 2025 and (iii) D95GT, LLC will gift up to $1,250,000 in shares of Broadcom common stock to a charity between December 8, 2025 and December 30, 2025. The Samueli Foundation will subsequently sell the Donated Shares between March 27, 2025 and December 31, 2025, subject to the volume and price limitations set forth in the Samueli Trading Plan. Pursuant to the Samueli Trading Plan, D95GT LLC will also sell up to $500,000,000 in shares of Broadcom common stock between March 26, 2025 to December 31, 2025, subject to the volume and price limitations set forth in the Samueli Trading Plan. The Samueli Trading Plan will expire on December 31, 2025, subject to early termination for certain specified events set forth in the Samueli Trading Plan.

On January 9, 2025, Justine Page, a member of our Board of Directors, adopted a trading plan intended to satisfy Rule 10b5-1(c) under the Exchange Act (the “Page Trading Plan”). The Page Trading Plan provides for the sale of a total of 7,200 shares of Broadcom common stock, with an equal number of shares being sold each month over the duration of the Page Trading Plan. The Page Trading Plan will expire on December 31, 2025, subject to early termination for certain specified events set forth in the Page Trading Plan.

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Item 6. Exhibits

EXHIBIT INDEX

Incorporated by Reference
Exhibit NumberDescriptionFormFile No.ExhibitFiling DateFiled Herewith
2.1Agreement 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.8-K001-384492.105-26-2022
3.1Amended and Restated Certificate of Incorporation (including all amendments thereto).10-Q001-384493.109-11-2024
3.2Amended and Restated Bylaws.8-K12B001-384493.204-04-2018
4.1Form of Common Stock Certificate.10-Q001-384494.106-14-2018
4.2Description of Common Stock.10-K001-384494.212-20-2024
4.3Indenture, 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.8-K001-376904.101-20-2017
4.4First Supplemental Indenture to the January 2017 Indenture, dated as of April 9, 2018.8-K001-384494.104-09-2018
4.5Second Supplemental Indenture to the January 2017 Indenture, dated as of January 25, 2019.8-K001-384494.101-25-2019
4.6Form of 3.875% Senior Notes due 2027 (included in Exhibit 4.3).8-K001-376904.101-20-2017
4.7Indenture, dated as of October 17, 2017, by and among the Co-Issuers, the guarantors and Wilmington Trust, National Association, as trustee.8-K001-376904.110-17-2017
4.8Supplemental Indenture to the October 2017 Indenture, dated as of April 9, 2018.8-K001-384494.204-09-2018
4.9Second Supplemental Indenture to the October 2017 Indenture, dated as of January 25, 2019.8-K001-384494.201-25-2019
4.10Form of 3.125% Senior Notes due 2025 (included in Exhibit 4.7).8-K001-376904.110-17-2017
4.11Form of 3.500% Senior Notes due 2028 (included in Exhibit 4.7).8-K001-376904.110-17-2017
4.12Indenture, dated as of April 5, 2019, by and among the Company as Issuer, Broadcom Technologies Inc., Broadcom Corporation and Broadcom Cayman Finance Limited, and Wilmington Trust, National Association, as trustee.8-K001-384494.104-05-2019
4.13Form of 4.750% Senior Notes due 2029 (included in Exhibit 4.12).8-K001-384494.104-05-2019
4.14Indenture, 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.8-K001-384494.104-09-2020
4.15Form of 5.000% Senior Notes due 2030 (included in Exhibit 4.14).8-K001-384494.104-09-2020
4.16Indenture, dated as of May 8, 2020, by and among the Company as Issuer, the 2020 Guarantors, and Wilmington Trust, National Association, as trustee.8-K001-384494.105-08-2020
4.17Form of 3.150% Senior Notes due 2025 (included in Exhibit 4.16).8-K001-384494.105-08-2020
4.18Form of 4.150% Senior Notes due 2030 (included in Exhibit 4.16).8-K001-384494.105-08-2020
4.19Form of 4.300% Senior Notes due 2032 (included in Exhibit 4.16).8-K001-384494.105-08-2020
4.20Indenture, dated as of May 21, 2020, by and among the Company, the 2020 Guarantors and Wilmington Trust, National Association, as trustee.8-K001-384494.105-21-2020
4.21Form of 3.459% Senior Notes due 2026 (included in Exhibit 4.20).8-K001-384494.105-21-2020
4.22Form of 4.110% Senior Notes due 2028 (included in Exhibit 4.20).8-K001-384494.105-21-2020
4.23Indenture, dated as of January 19, 2021, by and among the Company, the 2020 Guarantors and Wilmington Trust, National Association, as Trustee.8-K001-384494.101-19-2021
4.24Form of 1.950% Senior Notes due 2028 (included in Exhibit 4.23).8-K001-384494.101-19-2021
4.25Form of 2.450% Senior Notes due 2031 (included in Exhibit 4.23).8-K001-384494.101-19-2021
4.26Form of 2.600% Senior Notes due 2033 (included in Exhibit 4.23).8-K001-384494.101-19-2021
4.27Form of 3.500% Senior Notes due 2041 (included in Exhibit 4.23).8-K001-384494.101-19-2021
4.28Form of 3.750% Senior Notes due 2051 (included in Exhibit 4.23).8-K001-384494.101-19-2021
4.29Registration Rights Agreement, dated as of January 19, 2021, by and among the Company, the 2020 Guarantors and Morgan Stanley & Co. LLC, BNP Paribas Securities Corp., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., and Truist Securities, Inc., as representatives of the several initial purchasers of the January 2021 Senior Notes.8-K001-384494.701-19-2021
4.30Indenture, dated as of March 31, 2021, by and between the Company and Wilmington Trust, National Association, as Trustee.8-K001-384494.103-31-2021
4.31Form of 3.419% Senior Notes due 2033 (included in Exhibit 4.30).8-K001-384494.103-31-2021
4.32Form of 3.469% Senior Notes due 2034 (included in Exhibit 4.30).8-K001-384494.103-31-2021
4.33Registration Rights Agreement, dated as of March 31, 2021, by and among the Company and BofA Securities, Inc. and HSBC Securities (USA) Inc., as dealer-managers in connection with the March 2021 Exchange Offer.8-K001-384494.403-31-2021
4.34Indenture, dated as of September 30, 2021, by and between the Company and Wilmington Trust, National Association, as Trustee.8-K001-384494.109-30-2021
4.35Form of 3.137% Senior Notes due 2035 (included in Exhibit 4.34).8-K001-384494.109-30-2021
4.36Form of 3.187% Senior Notes due 2036 (included in Exhibit 4.34).8-K001-384494.109-30-2021
4.37Registration Rights Agreement, dated as of September 30, 2021, by and among the Company and BNP Paribas Securities Corp., J.P. Morgan Securities LLC and TD Securities (USA) LLC, as dealer-mangers in connection with the September 2021 exchange offer.8-K001-384494.409-30-2021
4.38Indenture, dated April 14, 2022, between the Company and Wilmington Trust, National Association, as trustee.8-K001-384494.104-15-2022
4.39Form of 4.00% Senior Notes due 2029 (included in Exhibit 4.38).8-K001-384494.104-15-2022
4.40Form of 4.15% Senior Notes due 2032 (included in Exhibit 4.38).8-K001-384494.104-15-2022
4.41Registration Rights Agreement, dated as of April 14, 2022, between the Company and BofA Securities, Inc., HSBC Securities (USA) Inc., and RBC Capital Markets, LLC, as representatives of the several initial purchasers of the April 2022 Senior Notes.8-K001-384494.404-15-2022
4.42Indenture, dated April 18, 2022, between the Company and Wilmington Trust, National Association, as trustee.8-K001-384494.104-18-2022
4.43Form of 4.926% Senior Notes due 2037 (included in Exhibit 4.42).8-K001-384494.104-18-2022
4.44Registration Rights Agreement, dated April 18, 2022, between the Company and Barclays Capital Inc., BBVA Securities Inc., BNP Paribas Securities Corp. and J.P. Morgan Securities LLC, as dealer-managers in connection with the April 2022 Exchange Offer.8-K001-384494.304-18-2022
4.45Indenture, dated July 12, 2024, between the Company and Wilmington Trust, National Association, as trustee.8-K001-384494.107-12-2024
4.46Supplemental Indenture No. 1, dated July 12, 2024, between the Company and Wilmington Trust, National Association, as trustee.8-K001-384494.207-12-2024
4.47Form of 5.050% Senior Notes due 2027 (included in Exhibit 4.46).8-K001-384494.207-12-2024
4.48Form of 5.050% Senior Notes due 2029 (included in Exhibit 4.46).8-K001-384494.207-12-2024
4.49Form of 5.150% Senior Notes due 2031 (included in Exhibit 4.46).8-K001-384494.207-12-2024
4.50Supplemental Indenture No. 2, dated October 2, 2024, between the Company and Wilmington Trust, National Association, as trustee.8-K001-384494.210-02-2024
4.51Form of 4.150% Senior Notes due 2028 (included in Exhibit 4.50).8-K001-384494.210-02-2024
4.52Form of 4.350% Senior Notes due 2030 (included in Exhibit 4.50).8-K001-384494.210-02-2024
4.53Form of 4.550% Senior Notes due 2032 (included in Exhibit 4.50).8-K001-384494.210-02-2024
4.54Form of 4.800% Senior Notes due 2034 (included in Exhibit 4.50).8-K001-384494.210-02-2024
4.55Supplemental Indenture No. 3, dated January 10, 2025, between Broadcom Inc. and Wilmington Trust, National Association, as trustee.8-K001-384494.201-10-2025
4.56Form of 4.800% Senior Notes due 2028 (included in Exhibit 4.55).8-K001-384494.201-10-2025
4.57Form of 5.050% Senior Notes due 2030 (included in Exhibit 4.55).8-K001-384494.201-10-2025
4.58Form of 5.200% Senior Notes due 2032 (included in Exhibit 4.55).8-K001-384494.201-10-2025
31.1Certification of Principal Executive Officer of Broadcom Inc. Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
31.2Certification of Principal Financial Officer of Broadcom Inc. Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
32.1Certification of Principal Executive Officer of Broadcom Inc. Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.X
32.2Certification of Principal Financial Officer of Broadcom Inc. Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.X
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.X
101.SCHInline XBRL Schema DocumentX
101.CALInline XBRL Calculation Linkbase DocumentX
101.DEFInline XBRL Definition Linkbase DocumentX
101.LABInline XBRL Labels Linkbase DocumentX
101.PREInline XBRL Presentation Linkbase DocumentX
104Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.X

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SIGNATURES

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

BROADCOM INC.
By:/s/ Kirsten M. Spears
Kirsten M. Spears
Chief Financial Officer

Date: March 12, 2025