(MARK ONE)
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☑
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Broadcom Inc.
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Delaware
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1320 Ridder Park Drive
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001-38449
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35-2617337
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(State or Other Jurisdiction of
Incorporation or Organization)
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San Jose,
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CA
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95131-2313
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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(408)
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433-8000
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(Exact Name of Registrant as Specified in Its Charter
Address of Principal Executive Offices
Registrant’s Telephone Number, Including Area Code)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, $0.001 par value
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AVGO
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The NASDAQ Global Select Market
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8.00% Mandatory Convertible Preferred Stock, Series A, $0.001 par value
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AVGOP
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The NASDAQ Global Select Market
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Securities registered pursuant to Section 12(g) of the Act: None
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Large accelerated filer
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☑
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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(Do not check if a smaller reporting company)
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Page
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ITEM 1.
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BUSINESS
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Major Applications
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Major Product Families
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• Set-top Box (“STB”) and Broadband Access
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• STB SoCs
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• Cable, digital subscriber line (“DSL”) and passive optical networking (“PON”) central office/consumer premise equipment (“CO/CPE”) SoCs
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• Wireless local area network (“WLAN”) access point SoCs
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• Data center, Telecom, Enterprise and Embedded Networking
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• Ethernet switching and routing application specific standard product (“ASSP”)
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• Embedded processors and controllers
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• Serializer/Deserializer (“SerDes”), application specific integrated circuits (“ASICs”)
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• Optical and copper, physical layer (“PHYs”)
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• Fiber optic transmitter and receiver components
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• Mobile handsets
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• RF front end modules (FEMs), filters, power amplifiers
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• Wi-Fi, Bluetooth, global positioning system/global navigation satellite system (“GPS/GNSS”) SoCs
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• Custom touch controllers
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• Servers and storage systems
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• Serial attached small computer system interface (“SAS”) and redundant array of independent disks (“RAID”) controllers and adapters
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• Peripheral component interconnect express (“PCIe”) switches
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• Fibre channel host bus adapters (“HBA”)
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• Hard disk drives (“HDD”); Solid state drives (“SSD”)
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• Read channel based SoCs; Custom flash controllers
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• Preamplifiers
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• Power isolation, power conversion and renewable energy systems
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• Optocouplers
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• Factory automation, in-car infotainment and renewable energy systems
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• Industrial fiber optics
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• Motor controls and factory automation
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• Motion control encoders and subsystems
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• Displays and lighting
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• Light emitting diode (“LEDs”)
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Portfolio
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Major Portfolio Offerings
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• Agile defines how work is planned, executed and serviced to deliver rapid value to our customers, and enables customers to plan, deliver, manage and optimize application development and project management.
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• Agile Planning
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• Project & Portfolio Management
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• DevOps accelerates software delivery, enabling customers to simplify, automate, and make their processes and applications more robust, and provides customers the flexibility to optimize workloads across mobile, cloud, on-premise, and mainframe environments.
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• Continuous Delivery
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• Automation
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• Agile Operations
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• Application Programming Interface (“API”) Management
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• Security provides seamless access to the right data designed to minimize the risk of data breaches.
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• Application Security
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• Identity & Access Management
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• Payment Security
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• FC SAN Management
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• Fibre Channel switch
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ITEM 1A.
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RISK FACTORS
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•
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changes in political, regulatory, legal or economic conditions or geopolitical turmoil, including terrorism, war or political or military coups, or civil disturbances or political instability;
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restrictive governmental actions, such as restrictions on the transfer or repatriation of funds and foreign investments, data privacy regulations and trade protection measures, including increasing protectionism, import/export restrictions, import/export duties and quotas, trade sanctions and customs duties and tariffs, all of which have increased under the current U.S. administration;
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difficulty in obtaining product distribution and support, and transportation delays;
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potential inability to localize software products for a significant number of international markets;
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difficulty in conducting due diligence with respect to business partners in certain international markets;
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public health or safety concerns;
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nationalization of businesses and expropriation of assets; and
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changes in tax laws.
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unexpected delays, challenges and related expenses, and disruption of our business;
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diversion of management’s attention from daily operations and the pursuit of other opportunities;
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our ability to effectively identify and timely transfer acquired assets and liabilities;
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•
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the need to assign or novate acquired customer contracts;
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our ability to identify and directly hire acquired company or business employees;
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our ability to identify, manage and coordinate the performance of acquired company or business personnel providing services to us on a transitional basis or under third party transition services agreements;
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incurring significant restructuring charges and amortization expense, assuming liabilities and ongoing lawsuits, potential impairment of acquired goodwill and other intangible assets, and increasing our expenses and working capital requirements;
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implementing our management information systems, operating systems and internal controls for the acquired operations;
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our due diligence process may fail to identify significant issues with the acquired company’s products, financial disclosures, accounting practices, legal, tax and other contingencies, compliance with local laws and regulations (and interpretations thereof) in multiple international jurisdictions, as well as compliance with U.S. laws and regulations;
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additional acquisition-related debt, which could increase our leverage and potentially negatively affect our credit ratings resulting in more restrictive borrowing terms or increased borrowing costs thereby limiting our ability to borrow; and
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dilution of stock ownership of existing stockholders.
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fluctuations in demand based on our distributors’ product inventory levels and end customer demand in a given quarter;
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our distributors and other channel partners are generally not subject to minimum sales requirements or any obligation to market our products to their customers;
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our distributors and other channel partners agreements are generally nonexclusive and may be terminated at any time without cause;
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our lack of control over the timing of delivery of our products to end customers;
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our distributors and other channel partners may market and distribute competing products and may, from time to time, place greater emphasis on the sale of these products due to pricing, promotions and other terms offered by our competitors; and
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dependence on a limited number of semiconductor distributors may exacerbate the foregoing risks and increase our related credit risk.
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cease the manufacture, use or sale of the infringing products, processes or technology and/or make changes to our processes or products;
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pay substantial damages for past, present and future use of the infringing technology;
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expend significant resources to develop non-infringing technology;
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license technology from the third-party claiming infringement, which license may not be available on commercially reasonable terms, or at all;
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enter into cross-licenses with our competitors, which could weaken our overall IP portfolio and our ability to compete in particular product categories;
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indemnify our customers or distributors and/or recall, or accept the return of, infringing products;
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pay substantial damages to our direct or end customers to discontinue use or replace infringing technology with non-infringing technology; or
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relinquish IP rights associated with one or more of our patent claims, if such claims are held invalid or otherwise unenforceable.
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customer concentration and the gain or loss of significant customers;
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the timing of launches by our customers of new products, such as mobile handsets, in which our products are included and changes in end-user demand for the products manufactured and sold by our customers;
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changes in our product mix or customer mix and their effect on our gross margin;
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the shift to cloud-based IT solutions and services, such as hyperscale computing, which may adversely affect the timing and volume of sales of our products for use in traditional enterprise data centers;
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the timing of receipt, reduction or cancellation of significant product orders by customers;
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the timing of new software contracts and renewals, as well as the timing of any terminations of software contracts that require us to refund to customers any pre-paid amounts under the contract, which may adversely affect our cash flows;
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fluctuations in the levels of component or product inventories held by our customers;
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utilization of our internal manufacturing facilities and fluctuations in manufacturing yields;
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our ability to successfully and timely integrate, and realize the benefits of acquisitions we may make and the timing of acquisitions or dispositions of, or making and exiting investments in, other entities, businesses or technologies;
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our ability to develop, introduce and market new products and technologies on a timely basis;
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the timing and extent of our software license and subscription revenue, and other non-product revenue, such as product development revenue and royalty and other payments from IP sales and licensing arrangements;
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new product announcements and introductions by us or our competitors;
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seasonality or other fluctuations in demand in our markets;
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IP disputes and associated litigation expense;
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timing and amount of research and development and related new product expenditures, and the timing of receipt of any research and development grant monies;
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significant warranty claims, including those not covered by our suppliers or our insurers;
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availability and cost of raw materials and components from our suppliers;
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timing of any regulatory changes, particularly with respect to trade sanctions and customs duties and tariffs, and tax reform;
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fluctuations in currency exchange and interest rates;
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changes in taxation of international businesses, which could increase our overall cash tax costs;
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changes in our tax structure or incentive arrangements, which may adversely affect our net tax expense and our cash flow in any quarter in which such an event occurs;
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loss of key personnel or the shortage of available skilled workers; and
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the effects of competitive pricing pressures, including decreases in average selling prices of our products.
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the IP rights that we presently employ in our business will not lapse or be invalidated, circumvented, challenged, or, in the case of third-party IP rights licensed to us, be licensed to others;
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our IP rights will provide competitive advantages to us;
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rights previously granted by third parties to IP licensed or assigned to us, including portfolio cross-licenses, will not hamper our ability to assert our IP rights against potential competitors or hinder the settlement of currently pending or future disputes;
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any of our pending or future patent, trademark or copyright applications will be issued or have the coverage originally sought;
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our IP rights will be enforced in certain jurisdictions where competition may be intense or where legal protection may be weak; or
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we have sufficient IP rights to protect our products or our business.
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reorganization or restructuring of our businesses, tangible and intangible assets, outstanding indebtedness and corporate structure, such as in connection with acquiring businesses;
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jurisdictional mix of our income and assets, and the resulting tax effects of differing tax rates in different countries;
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changes in the allocation of income and expenses, including adjustments related to changes in our corporate structure, acquisitions or tax law;
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changes in transfer pricing rules or methods of applying these rules;
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changes in tax laws, including in the U.S., changes to the taxation of earnings of foreign subsidiaries, the deductibility of expenses attributable to income and foreign tax credit rules;
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tax effects of increases in non-deductible employee compensation;
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changes in tax accounting rules or principles and in the valuation of deferred tax assets and liabilities;
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outcomes of income tax audits; and
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modifications, expiration, lapses or termination of tax credits or incentives.
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increasing our vulnerability to adverse general economic and industry conditions;
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exposing us to interest rate risk due to our variable rate term facilities, which we do not typically hedge against;
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limiting our flexibility in planning for, or reacting to, changes in the economy and the semiconductor industry;
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placing us at a competitive disadvantage compared to our competitors with less indebtedness;
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making it more difficult to borrow additional funds in the future to fund growth, acquisitions, working capital, capital expenditures and other purposes; and
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potentially requiring us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund our other business needs.
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adversely affect the trading price of, or market for, our debt securities;
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•
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increase interest expense under our term facilities;
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increase the cost of, and adversely affect our ability to refinance, our existing debt; and
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adversely affect our ability to raise additional debt.
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actual or anticipated fluctuations in our financial condition and operating results;
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•
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issuance of new or updated research or other reports by securities analysts;
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fluctuations in the valuation and results of operations of our significant customers as well as companies perceived by investors to be comparable to us;
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announcements of proposed acquisitions by us or our competitors;
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announcements of, or expectations of, additional debt or equity financing transactions;
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stock price and volume fluctuations attributable to inconsistent trading volume levels of our common stock;
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changes in our dividend or stock repurchase policies or our ability to pay dividends;
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issuance, and subsequent sale, of common stock upon conversion of our 8.00% Mandatory Convertible Preferred Stock, Series A (“Mandatory Convertible Preferred Stock”);
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hedging or arbitrage trading activity involving our Mandatory Convertible Preferred Stock or common stock;
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•
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the initiation or conclusion of legal proceedings or government inquiries or investigations involving Broadcom;
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announcement or imposition of restrictive governmental actions, such as import/export restrictions, duties and quotas, trade sanctions or customs duties and tariffs that may affect our business; and
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•
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unsubstantiated news reports or other inaccurate publicity regarding us or our business.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 2.
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PROPERTIES
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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MINE SAFETY DISCLOSURES
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ITEM 5.
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MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER SALE AND PURCHASES OF EQUITY SECURITIES
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Period
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Total Number of Shares Purchased (a)
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Average Price per Share
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Total Number of Shares Purchased as
Part of Publicly Announced Plan (a)
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Approximate Dollar Value of Shares That
May Yet Be Purchased Under the Plan
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||||||
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||||||
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(In millions, except per share data)
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||||||||||||
August 5, 2019 — September 1, 2019
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1
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$
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276.60
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1
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$
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5,454
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September 2, 2019 — September 29, 2019
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1
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$
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288.09
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1
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$
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5,307
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September 30, 2019 — November 3, 2019
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—
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$
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—
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—
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$
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—
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Total
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2
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$
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280.39
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2
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|
November 2, 2014
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November 1, 2015
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October 30, 2016
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October 29, 2017
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November 4, 2018
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November 3, 2019
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Broadcom Inc.
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$
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100.00
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$
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144.55
|
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$
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201.30
|
|
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$
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306.27
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$
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274.86
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|
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$
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383.76
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|
S&P 500 Index
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$
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100.00
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|
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$
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105.20
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|
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$
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109.96
|
|
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$
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136.22
|
|
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$
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146.54
|
|
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$
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168.44
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|
NASDAQ 100 Index
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$
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100.00
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$
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113.14
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|
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$
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118.47
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|
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$
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154.97
|
|
|
$
|
175.57
|
|
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$
|
208.03
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|
PHLX Semiconductor Index
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|
$
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100.00
|
|
|
$
|
105.91
|
|
|
$
|
133.45
|
|
|
$
|
209.43
|
|
|
$
|
209.14
|
|
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$
|
291.03
|
|
ITEM 6.
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SELECTED FINANCIAL DATA
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Summary of Five Year Selected Financial Data
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Fiscal Year Ended (1)
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||||||||||||||||||
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November 3,
2019 |
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November 4,
2018 |
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October 29,
2017 |
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October 30,
2016 |
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November 1,
2015 |
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(In millions, except per share data)
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||||||||||||||||||
Statement of Operations Data: (2)
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Total net revenue (3)
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$
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22,597
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$
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20,848
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$
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17,636
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$
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13,240
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$
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6,824
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Gross margin (4) (5)
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$
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12,483
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$
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10,733
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$
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8,509
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$
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5,940
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$
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3,550
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Operating expenses (4) (5) (6)
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$
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9,039
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$
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5,598
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|
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$
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6,138
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|
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$
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6,356
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|
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$
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1,935
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Income (loss) from continuing operations before income taxes
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$
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2,226
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|
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$
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4,545
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$
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1,825
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|
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$
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(1,107
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)
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$
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1,467
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Provision for (benefit from) income taxes (7)
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$
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(510
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)
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$
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(8,084
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)
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$
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35
|
|
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$
|
642
|
|
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$
|
76
|
|
Income (loss) from continuing operations
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$
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2,736
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|
|
$
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12,629
|
|
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$
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1,790
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|
|
$
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(1,749
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)
|
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$
|
1,391
|
|
Net income (loss)
|
|
$
|
2,724
|
|
|
$
|
12,610
|
|
|
$
|
1,784
|
|
|
$
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(1,861
|
)
|
|
$
|
1,364
|
|
Net income (loss) attributable to common stock
|
|
$
|
2,695
|
|
|
$
|
12,259
|
|
|
$
|
1,692
|
|
|
$
|
(1,739
|
)
|
|
$
|
1,364
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Income (loss) per share from continuing operations
|
|
$
|
6.46
|
|
|
$
|
28.48
|
|
|
$
|
4.03
|
|
|
$
|
(4.57
|
)
|
|
$
|
4.95
|
|
Loss per share from discontinued operations
|
|
(0.03
|
)
|
|
(0.04
|
)
|
|
(0.01
|
)
|
|
(0.29
|
)
|
|
(0.10
|
)
|
|||||
Net income (loss) per share
|
|
$
|
6.43
|
|
|
$
|
28.44
|
|
|
$
|
4.02
|
|
|
$
|
(4.86
|
)
|
|
$
|
4.85
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends declared and paid per share
|
|
$
|
10.60
|
|
|
$
|
7.00
|
|
|
$
|
4.08
|
|
|
$
|
1.94
|
|
|
$
|
1.55
|
|
|
|
November 3,
2019 |
|
November 4,
2018 |
|
October 29,
2017 |
|
October 30,
2016 |
|
November 1,
2015 |
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Balance Sheet Data: (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
5,055
|
|
|
$
|
4,292
|
|
|
$
|
11,204
|
|
|
$
|
3,097
|
|
|
$
|
1,822
|
|
Total assets
|
|
$
|
67,493
|
|
|
$
|
50,124
|
|
|
$
|
54,418
|
|
|
$
|
49,966
|
|
|
$
|
10,515
|
|
Debt and capital lease obligations
|
|
$
|
32,798
|
|
|
$
|
17,493
|
|
|
$
|
17,569
|
|
|
$
|
13,642
|
|
|
$
|
3,872
|
|
Total equity
|
|
$
|
24,970
|
|
|
$
|
26,657
|
|
|
$
|
23,186
|
|
|
$
|
21,876
|
|
|
$
|
4,714
|
|
(1)
|
Our fiscal year ends on the Sunday closest to October 31 in a 52-week year and on the first Sunday in November in a 53-week year. Our fiscal year ended November 4, 2018 was a 53-week fiscal year. All other fiscal years presented included 52 weeks.
|
(2)
|
On November 5, 2018, we acquired CA for total consideration of approximately $18.8 billion. On November 17, 2017, we acquired Brocade for total consideration of approximately $6.0 billion. On February 1, 2016, we acquired BRCM for total consideration of approximately $35.7 billion. On May 5, 2015, we acquired Emulex Corporation for total consideration of approximately $587 million. Our financial statements included the results of operations of the acquired companies and estimated fair value of assets acquired and liabilities assumed commencing as of their respective acquisition dates.
|
(3)
|
During fiscal year 2019, we adopted Topic 606. Periods prior to fiscal year 2019 are presented in accordance with Accounting Standards Codification 605, Revenue Recognition. Refer to Note 3. “Revenue from Contracts with Customers” included in Part II, Item 8. for additional information on our adoption of Topic 606.
|
(4)
|
We incurred acquisition-related costs and restructuring charges which were presented as part of both cost of products sold and operating expenses. Restructuring charges primarily reflect actions taken to implement planned cost reduction and restructuring activities in connection with each acquisition.
|
(5)
|
During fiscal year 2019, we adopted Accounting Standards Update 2017-07 Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost using a permitted practical expedient that uses the amounts disclosed in the pension and other post-retirement benefit plans note for the prior comparative periods as the estimation basis for applying the retrospective presentation requirements. As a result of the adoption of this standard, gross margin and operating expenses have been restated for prior fiscal years presented, as applicable.
|
(6)
|
In connection with our acquisition of CA in fiscal year 2019, amortization of acquisition-related intangible assets increased $1,357 million contributing to 39% of the overall increase in operating expenses for fiscal year 2019. In connection with our acquisition of BRCM in fiscal year 2016, amortization of acquisition-related intangible assets increased $1,624 million contributing to over 30% of the overall increase in operating expenses for fiscal year 2016.
|
(7)
|
Our benefit from income taxes for fiscal year 2019 was primarily due to the recognition of gross uncertain tax benefits as a result of audit settlements in various jurisdictions and excess tax benefits from stock-based awards that vested or were exercised during the year. Our benefit from income taxes for fiscal year 2018 was primarily a result of the enactment of the 2017 Tax Reform Act and the Redomiciliation Transaction. For fiscal years 2017, 2016, and 2015, our provision for income taxes fluctuated mainly due to changes in the jurisdictional mix of income.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
gain or loss of significant customers;
|
•
|
general economic and market conditions in the industries and markets in which we compete;
|
•
|
our distributors’ product inventory and end customer demand;
|
•
|
the rate at which our present and future customers and end-users adopt our products and technologies in our target markets, and the rate at which our customers' products that include our technology are accepted in their markets;
|
•
|
the shift to cloud-based IT solutions and services, such as hyperscale computing, which may adversely affect the timing and volume of sales of our products for use in traditional enterprise data centers; and
|
•
|
the timing, rescheduling or cancellation of expected customer orders.
|
•
|
On September 30, 2019, we completed an offering of approximately 4 million shares of 8.00% Mandatory Convertible Preferred Stock, Series A, $0.001 par value per share (the “Mandatory Convertible Preferred Stock”), which generated net proceeds of $3,679 million. We used the net proceeds, together, with cash on hand, to repay $4.8 billion of our long-term debt.
|
•
|
We generated $9,697 million of cash from operations.
|
•
|
We paid $5,435 million to repurchase shares of our common stock under our stock repurchase program, $4,235 million for cash dividends and distributions and $972 million in employee withholding taxes related to net share settled equity awards.
|
•
|
On November 5, 2018, we completed the acquisition of CA, Inc. (“CA”) for aggregate consideration of approximately $18.8 billion.
|
|
|
Fiscal Year Ended
|
||||||||||||
|
|
November 3,
2019 |
|
November 4,
2018 |
|
November 3,
2019 |
|
November 4,
2018 |
||||||
|
|
|
|
|
|
|
|
|
||||||
|
|
(In millions)
|
|
(As a percentage of net revenue)
|
||||||||||
Statements of Operations Data:
|
|
|
|
|
|
|
|
|
||||||
Net revenue:
|
|
|
|
|
|
|
|
|
||||||
Products
|
|
$
|
18,117
|
|
|
$
|
19,754
|
|
|
80
|
%
|
|
95
|
%
|
Subscriptions and services
|
|
4,480
|
|
|
1,094
|
|
|
20
|
|
|
5
|
|
||
Total net revenue
|
|
22,597
|
|
|
20,848
|
|
|
100
|
|
|
100
|
|
||
Cost of revenue:
|
|
|
|
|
|
|
|
|
||||||
Cost of products sold
|
|
6,208
|
|
|
6,924
|
|
|
28
|
|
|
33
|
|
||
Cost of subscriptions and services
|
|
515
|
|
|
97
|
|
|
2
|
|
|
1
|
|
||
Purchase accounting effect on inventory
|
|
—
|
|
|
70
|
|
|
—
|
|
|
—
|
|
||
Amortization of acquisition-related intangible assets
|
|
3,314
|
|
|
3,004
|
|
|
15
|
|
|
14
|
|
||
Restructuring charges
|
|
77
|
|
|
20
|
|
|
—
|
|
|
—
|
|
||
Total cost of revenue
|
|
10,114
|
|
|
10,115
|
|
|
45
|
|
|
48
|
|
||
Gross margin
|
|
12,483
|
|
|
10,733
|
|
|
55
|
|
|
52
|
|
||
Research and development
|
|
4,696
|
|
|
3,768
|
|
|
21
|
|
|
18
|
|
||
Selling, general and administrative
|
|
1,709
|
|
|
1,056
|
|
|
8
|
|
|
5
|
|
||
Amortization of acquisition-related intangible assets
|
|
1,898
|
|
|
541
|
|
|
8
|
|
|
3
|
|
||
Restructuring, impairment and disposal charges
|
|
736
|
|
|
219
|
|
|
3
|
|
|
1
|
|
||
Litigation settlements
|
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
||
Total operating expenses
|
|
9,039
|
|
|
5,598
|
|
|
40
|
|
|
27
|
|
||
Operating income
|
|
$
|
3,444
|
|
|
$
|
5,135
|
|
|
15
|
%
|
|
25
|
%
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
Net Revenue by Segment
|
|
November 3,
2019 |
|
November 4,
2018 |
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(In millions, except for percentages)
|
|||||||||||||
Semiconductor solutions
|
|
$
|
17,368
|
|
|
$
|
18,934
|
|
|
$
|
(1,566
|
)
|
|
(8
|
)%
|
Infrastructure software
|
|
5,156
|
|
|
1,780
|
|
|
3,376
|
|
|
190
|
%
|
|||
IP licensing
|
|
73
|
|
|
134
|
|
|
(61
|
)
|
|
(46
|
)%
|
|||
Total net revenue
|
|
$
|
22,597
|
|
|
$
|
20,848
|
|
|
$
|
1,749
|
|
|
8
|
%
|
|
|
Fiscal Year Ended
|
||||
Net Revenue by Segment
|
|
November 3, 2019
|
|
November 4, 2018
|
||
|
|
|
|
|
||
|
|
(As a percentage of net revenue)
|
||||
Semiconductor solutions
|
|
77
|
%
|
|
91
|
%
|
Infrastructure software
|
|
23
|
|
|
8
|
|
IP licensing
|
|
—
|
|
|
1
|
|
Total net revenue
|
|
100
|
%
|
|
100
|
%
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
Operating Income (Loss)
|
|
November 3, 2019
|
|
November 4, 2018
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(In millions, except for percentages)
|
|||||||||||||
Semiconductor solutions
|
|
$
|
8,150
|
|
|
$
|
9,090
|
|
|
$
|
(940
|
)
|
|
(10
|
)%
|
Infrastructure software
|
|
3,781
|
|
|
1,250
|
|
|
2,531
|
|
|
202
|
%
|
|||
IP licensing
|
|
(2
|
)
|
|
70
|
|
|
(72
|
)
|
|
(103
|
)%
|
|||
Unallocated expenses
|
|
(8,485
|
)
|
|
(5,275
|
)
|
|
(3,210
|
)
|
|
61
|
%
|
|||
Total operating income
|
|
$
|
3,444
|
|
|
$
|
5,135
|
|
|
$
|
(1,691
|
)
|
|
(33
|
)%
|
|
|
Fiscal Year Ended
|
||||||||||||
Statements of Operations Data:
|
|
November 4, 2018
|
|
October 29, 2017
|
|
November 4, 2018
|
|
October 29, 2017
|
||||||
|
|
|
|
|
|
|
|
|
||||||
|
|
(In millions)
|
|
(As a percentage of net revenue)
|
||||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
||||||
Products
|
|
$
|
19,754
|
|
|
$
|
17,033
|
|
|
95
|
%
|
|
97
|
%
|
Subscriptions and services
|
|
1,094
|
|
|
603
|
|
|
5
|
|
|
3
|
|
||
Total net revenue
|
|
20,848
|
|
|
17,636
|
|
|
100
|
|
|
100
|
|
||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|||||
Cost of products sold
|
|
6,924
|
|
|
6,549
|
|
|
33
|
|
|
37
|
|
||
Cost of subscriptions and services
|
|
97
|
|
|
44
|
|
|
1
|
|
|
1
|
|
||
Purchase accounting effect on inventory
|
|
70
|
|
|
4
|
|
|
—
|
|
|
—
|
|
||
Amortization of acquisition-related intangible assets
|
|
3,004
|
|
|
2,511
|
|
|
14
|
|
|
14
|
|
||
Restructuring charges
|
|
20
|
|
|
19
|
|
|
—
|
|
|
—
|
|
||
Total cost of revenue
|
|
10,115
|
|
|
9,127
|
|
|
48
|
|
|
52
|
|
||
Gross margin
|
|
10,733
|
|
|
8,509
|
|
|
52
|
|
|
48
|
|
||
Research and development
|
|
3,768
|
|
|
3,302
|
|
|
18
|
|
|
19
|
|
||
Selling, general and administrative
|
|
1,056
|
|
|
789
|
|
|
5
|
|
|
4
|
|
||
Amortization of acquisition-related intangible assets
|
|
541
|
|
|
1,764
|
|
|
3
|
|
|
10
|
|
||
Restructuring, impairment and disposal charges
|
|
219
|
|
|
161
|
|
|
1
|
|
|
1
|
|
||
Litigation settlements
|
|
14
|
|
|
122
|
|
|
—
|
|
|
1
|
|
||
Total operating expenses
|
|
5,598
|
|
|
6,138
|
|
|
27
|
|
|
35
|
|
||
Operating income
|
|
$
|
5,135
|
|
|
$
|
2,371
|
|
|
25
|
%
|
|
13
|
%
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
Net Revenue by Segment
|
|
November 4, 2018
|
|
October 29, 2017
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(In millions, except for percentages)
|
|||||||||||||
Semiconductor solutions
|
|
$
|
18,934
|
|
|
$
|
17,491
|
|
|
$
|
1,443
|
|
|
8
|
%
|
Infrastructure software
|
|
1,780
|
|
|
—
|
|
|
1,780
|
|
|
—
|
|
|||
IP licensing
|
|
134
|
|
|
145
|
|
|
(11
|
)
|
|
(8
|
)%
|
|||
Total net revenue
|
|
$
|
20,848
|
|
|
$
|
17,636
|
|
|
$
|
3,212
|
|
|
18
|
%
|
|
|
Fiscal Year Ended
|
||||
Net Revenue by Segment
|
|
November 4, 2018
|
|
October 29, 2017
|
||
|
|
|
|
|
||
|
|
(As a percentage of net revenue)
|
||||
Semiconductor solutions
|
|
91
|
%
|
|
99
|
%
|
Infrastructure software
|
|
8
|
|
|
—
|
|
IP licensing
|
|
1
|
|
|
1
|
|
Total net revenue
|
|
100
|
%
|
|
100
|
%
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
Operating Income by Segment
|
|
November 4, 2018
|
|
October 29, 2017
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(In millions, except for percentages)
|
|||||||||||||
Semiconductor solutions
|
|
$
|
9,090
|
|
|
$
|
7,900
|
|
|
$
|
1,190
|
|
|
15
|
%
|
Infrastructure software
|
|
1,250
|
|
|
—
|
|
|
1,250
|
|
|
—
|
|
|||
IP licensing
|
|
70
|
|
|
70
|
|
|
—
|
|
|
—
|
|
|||
Unallocated expenses
|
|
(5,275
|
)
|
|
(5,599
|
)
|
|
324
|
|
|
(6
|
)%
|
|||
Total operating income
|
|
$
|
5,135
|
|
|
$
|
2,371
|
|
|
$
|
2,764
|
|
|
117
|
%
|
•
|
Accounts receivable decreased to $3,259 million at November 3, 2019 from $3,325 million at November 4, 2018, primarily due to a higher volume of trade accounts receivable factoring, partially offset by higher revenue.
|
•
|
Inventory decreased to $874 million at November 3, 2019 from $1,124 million at November 4, 2018 primarily due to our continued focus on inventory management.
|
•
|
Current portion of long-term debt increased $2,787 million primarily due to certain unsecured senior notes becoming due within the next twelve months.
|
•
|
Other current liabilities increased to $2,616 million at November 3, 2019 from $812 million at November 4, 2018 primarily due to the CA Merger and increases in contract liabilities from adoption of Accounting Standard Codification Topic 606 (“Topic 606”), notional pooling liabilities, restructuring reserves, taxes payable and interest payable.
|
•
|
Cash and cash equivalents increased to $5,055 million at November 3, 2019 from $4,292 million at November 4, 2018 primarily due to $30,034 million in proceeds from borrowings, $9,697 million in net cash provided by operating activities, $3,679 million of Mandatory Convertible Preferred Stock issuance proceeds and $957 million in proceeds from sale of Veracode, partially offset by $16,800 million of debt repayments, $16,027 million paid for the CA Merger, $5,435 million of common stock repurchases, $4,235 million of dividend payments, and $972 million in payments of employee withholding taxes related to net share settled equity awards. See the “Cash Flows” section below for further details.
|
•
|
Other current assets increased to $729 million at November 3, 2019 from $366 million at November 4, 2018 primarily due to assets acquired in the CA Merger and increases in contract assets from adoption of Topic 606 and prepaid taxes.
|
•
|
Cash and cash equivalents decreased to $4,292 million at November 4, 2018 from $11,204 million at October 29, 2017 largely due to $7,258 million of common stock repurchases, $4,780 million paid for the Brocade Merger and $2,998 million of dividend and distribution payments, partially offset by $8,880 million in net cash provided by operating activities. See the “Cash Flows” section below for further details.
|
•
|
Inventory decreased to $1,124 million at November 4, 2018 from $1,447 million at October 29, 2017, due to the timing of a major customer's new handset ramp and our continued focus on inventory management.
|
•
|
Other current assets decreased to $366 million at November 4, 2018 from $724 million at October 29, 2017, primarily due to lower prepaid expenses, lower prepaid taxes as a result of the 2017 Tax Reform Act, and collection of other receivables.
|
•
|
Other current liabilities increased to $812 million at November 4, 2018 from $681 million at October 29, 2017, primarily due to higher deferred revenue associated with the Brocade Merger.
|
•
|
Accounts receivable increased to $3,325 million at November 4, 2018 from $2,448 million at October 29, 2017, primarily due to higher volume and revenue linearity.
|
•
|
Accounts payable decreased to $811 million at November 4, 2018 from $1,105 million at October 29, 2017, primarily due to timing of vendor payments.
|
•
|
Current portion of long-term debt decreased $117 million due to repayment of certain unsecured senior notes assumed in the acquisition of Broadcom Corporation.
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
November 3, 2019
|
|
November 4, 2018
|
|
October 29, 2017
|
||||||
|
|
|
|
|
|
|
||||||
|
|
(In millions, except per share data)
|
||||||||||
Cash dividends and distributions declared and paid per share/unit
|
|
$
|
10.60
|
|
|
$
|
7.00
|
|
|
$
|
4.08
|
|
Cash dividends and distributions declared and paid
|
|
$
|
4,235
|
|
|
$
|
2,998
|
|
|
$
|
1,745
|
|
Stock repurchases
|
|
$
|
5,435
|
|
|
$
|
7,258
|
|
|
$
|
—
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
November 3, 2019
|
|
November 4, 2018
|
|
October 29, 2017
|
||||||
|
|
|
|
|
|
|
||||||
|
|
(In millions)
|
||||||||||
Net cash provided by operating activities
|
|
$
|
9,697
|
|
|
$
|
8,880
|
|
|
$
|
6,551
|
|
Net cash used in investing activities
|
|
(15,422
|
)
|
|
(4,674
|
)
|
|
(674
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
6,488
|
|
|
(11,118
|
)
|
|
2,230
|
|
|||
Net change in cash and cash equivalents
|
|
$
|
763
|
|
|
$
|
(6,912
|
)
|
|
$
|
8,107
|
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Debt principal, interest and fees
|
|
$
|
39,038
|
|
|
$
|
5,628
|
|
|
$
|
10,163
|
|
|
$
|
8,021
|
|
|
$
|
15,226
|
|
Purchase commitments
|
|
716
|
|
|
652
|
|
|
64
|
|
|
—
|
|
|
—
|
|
|||||
Other contractual commitments
|
|
197
|
|
|
133
|
|
|
50
|
|
|
14
|
|
|
—
|
|
|||||
Operating lease obligations
|
|
800
|
|
|
115
|
|
|
179
|
|
|
116
|
|
|
390
|
|
|||||
Total
|
|
$
|
40,751
|
|
|
$
|
6,528
|
|
|
$
|
10,456
|
|
|
$
|
8,151
|
|
|
$
|
15,616
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Page
|
|
|
November 3,
2019 |
|
November 4,
2018 |
||||
|
|
|
|
|
||||
|
|
(In millions, except par value)
|
||||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
5,055
|
|
|
$
|
4,292
|
|
Trade accounts receivable, net
|
|
3,259
|
|
|
3,325
|
|
||
Inventory
|
|
874
|
|
|
1,124
|
|
||
Other current assets
|
|
729
|
|
|
366
|
|
||
Total current assets
|
|
9,917
|
|
|
9,107
|
|
||
Long-term assets:
|
|
|
|
|
||||
Property, plant and equipment, net
|
|
2,565
|
|
|
2,635
|
|
||
Goodwill
|
|
36,714
|
|
|
26,913
|
|
||
Intangible assets, net
|
|
17,554
|
|
|
10,762
|
|
||
Other long-term assets
|
|
743
|
|
|
707
|
|
||
Total assets
|
|
$
|
67,493
|
|
|
$
|
50,124
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
855
|
|
|
$
|
811
|
|
Employee compensation and benefits
|
|
641
|
|
|
715
|
|
||
Current portion of long-term debt
|
|
2,787
|
|
|
—
|
|
||
Other current liabilities
|
|
2,616
|
|
|
812
|
|
||
Total current liabilities
|
|
6,899
|
|
|
2,338
|
|
||
Long-term liabilities:
|
|
|
|
|
||||
Long-term debt
|
|
30,011
|
|
|
17,493
|
|
||
Other long-term liabilities
|
|
5,613
|
|
|
3,636
|
|
||
Total liabilities
|
|
42,523
|
|
|
23,467
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
||||
Preferred stock dividend obligation
|
|
29
|
|
|
—
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Preferred stock, $0.001 par value; 100 shares authorized; 8.00% Mandatory Convertible Preferred Stock, Series A, 4 and 0 shares issued and outstanding; aggregate liquidation value of $3,738 and $0 as of November 3, 2019 and November 4, 2018, respectively
|
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value; 2,900 shares authorized; 398 and 408 shares issued and outstanding as of November 3, 2019 and November 4, 2018, respectively
|
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
25,081
|
|
|
23,285
|
|
||
Retained earnings
|
|
—
|
|
|
3,487
|
|
||
Accumulated other comprehensive loss
|
|
(140
|
)
|
|
(115
|
)
|
||
Total stockholders’ equity
|
|
24,941
|
|
|
26,657
|
|
||
Total liabilities and equity
|
|
$
|
67,493
|
|
|
$
|
50,124
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
November 3,
2019 |
|
November 4,
2018 |
|
October 29,
2017 |
||||||
|
|
|
|
|
|
|
||||||
|
|
(In millions, except per share data)
|
||||||||||
Net revenue:
|
|
|
|
|
|
|
||||||
Products
|
|
$
|
18,117
|
|
|
$
|
19,754
|
|
|
$
|
17,033
|
|
Subscriptions and services
|
|
4,480
|
|
|
1,094
|
|
|
603
|
|
|||
Total net revenue
|
|
22,597
|
|
|
20,848
|
|
|
17,636
|
|
|||
Cost of revenue:
|
|
|
|
|
|
|
||||||
Cost of products sold
|
|
6,208
|
|
|
6,924
|
|
|
6,549
|
|
|||
Cost of subscriptions and services
|
|
515
|
|
|
97
|
|
|
44
|
|
|||
Purchase accounting effect on inventory
|
|
—
|
|
|
70
|
|
|
4
|
|
|||
Amortization of acquisition-related intangible assets
|
|
3,314
|
|
|
3,004
|
|
|
2,511
|
|
|||
Restructuring charges
|
|
77
|
|
|
20
|
|
|
19
|
|
|||
Total cost of revenue
|
|
10,114
|
|
|
10,115
|
|
|
9,127
|
|
|||
Gross margin
|
|
12,483
|
|
|
10,733
|
|
|
8,509
|
|
|||
Research and development
|
|
4,696
|
|
|
3,768
|
|
|
3,302
|
|
|||
Selling, general and administrative
|
|
1,709
|
|
|
1,056
|
|
|
789
|
|
|||
Amortization of acquisition-related intangible assets
|
|
1,898
|
|
|
541
|
|
|
1,764
|
|
|||
Restructuring, impairment and disposal charges
|
|
736
|
|
|
219
|
|
|
161
|
|
|||
Litigation settlements
|
|
—
|
|
|
14
|
|
|
122
|
|
|||
Total operating expenses
|
|
9,039
|
|
|
5,598
|
|
|
6,138
|
|
|||
Operating income
|
|
3,444
|
|
|
5,135
|
|
|
2,371
|
|
|||
Interest expense
|
|
(1,444
|
)
|
|
(628
|
)
|
|
(454
|
)
|
|||
Impairment on investment
|
|
—
|
|
|
(106
|
)
|
|
—
|
|
|||
Loss on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
(166
|
)
|
|||
Other income, net
|
|
226
|
|
|
144
|
|
|
74
|
|
|||
Income from continuing operations before income taxes
|
|
2,226
|
|
|
4,545
|
|
|
1,825
|
|
|||
Provision for (benefit from) income taxes
|
|
(510
|
)
|
|
(8,084
|
)
|
|
35
|
|
|||
Income from continuing operations
|
|
2,736
|
|
|
12,629
|
|
|
1,790
|
|
|||
Loss from discontinued operations, net of income taxes
|
|
(12
|
)
|
|
(19
|
)
|
|
(6
|
)
|
|||
Net income
|
|
2,724
|
|
|
12,610
|
|
|
1,784
|
|
|||
Dividends on preferred stock
|
|
29
|
|
|
—
|
|
|
—
|
|
|||
Net income attributable to noncontrolling interest
|
|
—
|
|
|
351
|
|
|
92
|
|
|||
Net income attributable to common stock
|
|
$
|
2,695
|
|
|
$
|
12,259
|
|
|
$
|
1,692
|
|
|
|
|
|
|
|
|
||||||
Basic income per share attributable to common stock:
|
|
|
|
|
|
|
||||||
Income per share from continuing operations
|
|
$
|
6.80
|
|
|
$
|
29.37
|
|
|
$
|
4.19
|
|
Loss per share from discontinued operations
|
|
(0.03
|
)
|
|
(0.04
|
)
|
|
(0.01
|
)
|
|||
Net income per share
|
|
$
|
6.77
|
|
|
$
|
29.33
|
|
|
$
|
4.18
|
|
|
|
|
|
|
|
|
||||||
Diluted income per share attributable to common stock:
|
|
|
|
|
|
|
|
|||||
Income per share from continuing operations
|
|
$
|
6.46
|
|
|
$
|
28.48
|
|
|
$
|
4.03
|
|
Loss per share from discontinued operations
|
|
(0.03
|
)
|
|
(0.04
|
)
|
|
(0.01
|
)
|
|||
Net income per share
|
|
$
|
6.43
|
|
|
$
|
28.44
|
|
|
$
|
4.02
|
|
|
|
|
|
|
|
|
||||||
Weighted-average shares used in per share calculations:
|
|
|
|
|
|
|
||||||
Basic
|
|
398
|
|
|
418
|
|
|
405
|
|
|||
Diluted
|
|
419
|
|
|
431
|
|
|
421
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
November 3,
2019 |
|
November 4,
2018 |
|
October 29,
2017 |
||||||
|
|
|
|
|
|
|
||||||
|
|
(In millions)
|
||||||||||
Net income
|
|
$
|
2,724
|
|
|
$
|
12,610
|
|
|
$
|
1,784
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Change in actuarial loss and prior service costs associated with defined benefit pension plans and post-retirement benefit plans
|
|
(24
|
)
|
|
(8
|
)
|
|
43
|
|
|||
Other comprehensive income (loss)
|
|
(24
|
)
|
|
(8
|
)
|
|
43
|
|
|||
Comprehensive income
|
|
2,700
|
|
|
12,602
|
|
|
1,827
|
|
|||
Comprehensive income attributable to noncontrolling interest
|
|
—
|
|
|
351
|
|
|
92
|
|
|||
Comprehensive income attributable to Broadcom Inc. stockholders
|
|
$
|
2,700
|
|
|
$
|
12,251
|
|
|
$
|
1,735
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
November 3,
2019 |
|
November 4,
2018 |
|
October 29,
2017 |
||||||
|
|
|
|
|
|
|
||||||
|
|
(In millions)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
2,724
|
|
|
$
|
12,610
|
|
|
$
|
1,784
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Amortization of intangible assets
|
|
5,239
|
|
|
3,566
|
|
|
4,286
|
|
|||
Depreciation
|
|
569
|
|
|
515
|
|
|
451
|
|
|||
Stock-based compensation
|
|
2,185
|
|
|
1,227
|
|
|
921
|
|
|||
Deferred taxes and other non-cash taxes
|
|
(934
|
)
|
|
(8,270
|
)
|
|
(173
|
)
|
|||
Impairment on investment
|
|
—
|
|
|
106
|
|
|
—
|
|
|||
Non-cash portion of debt extinguishment loss
|
|
—
|
|
|
—
|
|
|
166
|
|
|||
Non-cash restructuring, impairment and disposal charges
|
|
133
|
|
|
21
|
|
|
71
|
|
|||
Non-cash interest expense
|
|
90
|
|
|
24
|
|
|
24
|
|
|||
Other
|
|
(125
|
)
|
|
37
|
|
|
7
|
|
|||
Changes in assets and liabilities, net of acquisitions and disposals:
|
|
|
|
|
|
|
||||||
Trade accounts receivable, net
|
|
486
|
|
|
(652
|
)
|
|
(267
|
)
|
|||
Inventory
|
|
250
|
|
|
417
|
|
|
(39
|
)
|
|||
Accounts payable
|
|
(42
|
)
|
|
(325
|
)
|
|
(97
|
)
|
|||
Employee compensation and benefits
|
|
(294
|
)
|
|
6
|
|
|
109
|
|
|||
Contributions to defined benefit pension plans
|
|
—
|
|
|
(130
|
)
|
|
(361
|
)
|
|||
Other current assets and current liabilities
|
|
(283
|
)
|
|
369
|
|
|
(490
|
)
|
|||
Other long-term assets and long-term liabilities
|
|
(301
|
)
|
|
(641
|
)
|
|
159
|
|
|||
Net cash provided by operating activities
|
|
9,697
|
|
|
8,880
|
|
|
6,551
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Acquisitions of businesses, net of cash acquired
|
|
(16,033
|
)
|
|
(4,800
|
)
|
|
(40
|
)
|
|||
Proceeds from sales of businesses
|
|
957
|
|
|
773
|
|
|
10
|
|
|||
Purchases of property, plant and equipment
|
|
(432
|
)
|
|
(635
|
)
|
|
(1,069
|
)
|
|||
Proceeds from disposals of property, plant and equipment
|
|
88
|
|
|
239
|
|
|
441
|
|
|||
Purchases of investments
|
|
(5
|
)
|
|
(249
|
)
|
|
(207
|
)
|
|||
Proceeds from sales and maturities of investments
|
|
5
|
|
|
54
|
|
|
200
|
|
|||
Other
|
|
(2
|
)
|
|
(56
|
)
|
|
(9
|
)
|
|||
Net cash used in investing activities
|
|
(15,422
|
)
|
|
(4,674
|
)
|
|
(674
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from long-term borrowings
|
|
28,793
|
|
|
—
|
|
|
17,426
|
|
|||
Repayment of debt
|
|
(16,800
|
)
|
|
(973
|
)
|
|
(13,668
|
)
|
|||
Other borrowings
|
|
1,241
|
|
|
—
|
|
|
—
|
|
|||
Dividend and distribution payments on common stock and exchangeable limited partnership units
|
|
(4,235
|
)
|
|
(2,998
|
)
|
|
(1,745
|
)
|
|||
Repurchases of common stock - repurchase program
|
|
(5,435
|
)
|
|
(7,258
|
)
|
|
—
|
|
|||
Shares repurchased for tax withholdings on vesting of equity awards
|
|
(972
|
)
|
|
(56
|
)
|
|
—
|
|
|||
Issuance of preferred stock, net
|
|
3,679
|
|
|
—
|
|
|
—
|
|
|||
Issuance of common stock
|
|
253
|
|
|
212
|
|
|
257
|
|
|||
Other
|
|
(36
|
)
|
|
(45
|
)
|
|
(40
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
6,488
|
|
|
(11,118
|
)
|
|
2,230
|
|
|||
Net change in cash and cash equivalents
|
|
763
|
|
|
(6,912
|
)
|
|
8,107
|
|
|||
Cash and cash equivalents at beginning of period
|
|
4,292
|
|
|
11,204
|
|
|
3,097
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
5,055
|
|
|
$
|
4,292
|
|
|
$
|
11,204
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
1,287
|
|
|
$
|
547
|
|
|
$
|
310
|
|
Cash paid for income taxes
|
|
$
|
741
|
|
|
$
|
512
|
|
|
$
|
349
|
|
|
|
Special Preference Preferred Stock
|
|
8.00% Mandatory Convertible Preferred Stock
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained
Earnings/(Accumulated Deficit)
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
Broadcom Inc. Stockholders’
Equity
|
|
Noncontrolling Interest
|
|
Total
Equity
|
|||||||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Par Value
|
|
Shares
|
|
Par Value
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
|
(In millions)
|
|||||||||||||||||||||||||||||||||||||||||||
Balance as of October 30, 2016
|
|
23
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
398
|
|
|
$
|
—
|
|
|
$
|
19,241
|
|
|
$
|
(215
|
)
|
|
$
|
(134
|
)
|
|
$
|
18,892
|
|
|
$
|
2,984
|
|
|
$
|
21,876
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,692
|
|
|
—
|
|
|
1,692
|
|
|
92
|
|
|
1,784
|
|
|||||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43
|
|
|
43
|
|
|
—
|
|
|
43
|
|
|||||||||
Cumulative effect of accounting change
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|
—
|
|
|
47
|
|
|
3
|
|
|
50
|
|
|||||||||
Dividends to common stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,653
|
)
|
|
—
|
|
|
(1,653
|
)
|
|
—
|
|
|
(1,653
|
)
|
|||||||||
Distribution by Broadcom Cayman L.P. on exchangeable limited partnership units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(92
|
)
|
|
(92
|
)
|
|||||||||
Exchange of exchangeable limited partnership units for common stock and cancellation of preferred stock
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
86
|
|
|
—
|
|
|
—
|
|
|
86
|
|
|
(86
|
)
|
|
—
|
|
|||||||||
Common stock issued
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
257
|
|
|
—
|
|
|
—
|
|
|
257
|
|
|
—
|
|
|
257
|
|
|||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
921
|
|
|
—
|
|
|
—
|
|
|
921
|
|
|
—
|
|
|
921
|
|
|||||||||
Balance as of October 29, 2017
|
|
22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
409
|
|
|
—
|
|
|
20,505
|
|
|
(129
|
)
|
|
(91
|
)
|
|
20,285
|
|
|
2,901
|
|
|
23,186
|
|
|||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,259
|
|
|
—
|
|
|
12,259
|
|
|
351
|
|
|
12,610
|
|
|||||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||||||||
Cumulative effect of accounting change
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(237
|
)
|
|
(16
|
)
|
|
(253
|
)
|
|
(13
|
)
|
|
(266
|
)
|
|||||||||
Fair value of partially vested equity awards assumed in connection with the acquisition of Brocade Communications Systems, Inc.
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|||||||||
Dividends to common stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,921
|
)
|
|
—
|
|
|
(2,921
|
)
|
|
—
|
|
|
(2,921
|
)
|
|||||||||
Distribution by Broadcom Cayman L.P. on exchangeable limited partnership units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(77
|
)
|
|
(77
|
)
|
|||||||||
Exchange of exchangeable limited partnership units for common stock and redemption of preferred stock due to the Redomiciliation Transaction
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
3,162
|
|
|
—
|
|
|
—
|
|
|
3,162
|
|
|
(3,162
|
)
|
|
—
|
|
|||||||||
Common stock issued
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
212
|
|
|
—
|
|
|
—
|
|
|
212
|
|
|
—
|
|
|
212
|
|
|||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,227
|
|
|
—
|
|
|
—
|
|
|
1,227
|
|
|
—
|
|
|
1,227
|
|
|||||||||
Repurchases of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
—
|
|
|
(1,773
|
)
|
|
(5,485
|
)
|
|
—
|
|
|
(7,258
|
)
|
|
—
|
|
|
(7,258
|
)
|
|||||||||
Shares repurchased for tax withholdings on vesting of equity awards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56
|
)
|
|
—
|
|
|
—
|
|
|
(56
|
)
|
|
—
|
|
|
(56
|
)
|
|||||||||
Balance as of November 4, 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
408
|
|
|
—
|
|
|
23,285
|
|
|
3,487
|
|
|
(115
|
)
|
|
26,657
|
|
|
—
|
|
|
26,657
|
|
|||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,724
|
|
|
—
|
|
|
2,724
|
|
|
—
|
|
|
2,724
|
|
|||||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
(24
|
)
|
|
—
|
|
|
(24
|
)
|
|||||||||
Cumulative effect of accounting change
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
(1
|
)
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||||||
Fair value of partially vested equity awards assumed in connection with the acquisition of CA, Inc.
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67
|
|
|
—
|
|
|
—
|
|
|
67
|
|
|
—
|
|
|
67
|
|
|||||||||
Dividends to common stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(880
|
)
|
|
(3,355
|
)
|
|
—
|
|
|
(4,235
|
)
|
|
—
|
|
|
(4,235
|
)
|
|||||||||
Dividends to preferred stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
(29
|
)
|
|||||||||
Common stock issued
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
253
|
|
|
—
|
|
|
—
|
|
|
253
|
|
|
—
|
|
|
253
|
|
|||||||||
Preferred stock issued, net
|
|
|
|
|
|
4
|
|
|
—
|
|
|
|
|
—
|
|
|
3,679
|
|
|
—
|
|
|
—
|
|
|
3,679
|
|
|
—
|
|
|
3,679
|
|
||||||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,260
|
|
|
—
|
|
|
—
|
|
|
2,260
|
|
|
—
|
|
|
2,260
|
|
|||||||||
Repurchases of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
(2,571
|
)
|
|
(2,864
|
)
|
|
—
|
|
|
(5,435
|
)
|
|
—
|
|
|
(5,435
|
)
|
|||||||||
Shares repurchased for tax withholdings on vesting of equity awards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(983
|
)
|
|
—
|
|
|
—
|
|
|
(983
|
)
|
|
—
|
|
|
(983
|
)
|
|||||||||
Balance as of November 3, 2019
|
|
—
|
|
|
$
|
—
|
|
|
4
|
|
|
$
|
—
|
|
|
398
|
|
|
$
|
—
|
|
|
$
|
25,081
|
|
|
$
|
—
|
|
|
$
|
(140
|
)
|
|
$
|
24,941
|
|
|
$
|
—
|
|
|
$
|
24,941
|
|
|
|
Fiscal Year Ended November 3, 2019
|
||||||||||||||
|
|
Americas
|
|
Asia Pacific
|
|
Europe, the Middle East and Africa
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(In millions)
|
||||||||||||||
Products
|
|
$
|
2,023
|
|
|
$
|
14,857
|
|
|
$
|
1,237
|
|
|
$
|
18,117
|
|
Subscriptions and services(a)
|
|
3,126
|
|
|
374
|
|
|
980
|
|
|
4,480
|
|
||||
Total
|
|
$
|
5,149
|
|
|
$
|
15,231
|
|
|
$
|
2,217
|
|
|
$
|
22,597
|
|
|
|
Contract Assets
|
|
Contract Liabilities
|
||||
|
|
|
|
|
||||
|
(In millions)
|
|||||||
Opening balance November 5, 2018(a)
|
|
$
|
18
|
|
|
$
|
272
|
|
|
|
|
|
|
||||
Closing balance November 3, 2019
|
|
$
|
259
|
|
|
$
|
1,808
|
|
Balance Sheet
|
|
Ending Balance as of November 4, 2018
|
|
Adjustments Due to Topic 606
|
|
Opening Balance as of November 5, 2018
|
||||||
|
|
|
|
|
|
|
||||||
|
|
(In millions)
|
||||||||||
ASSETS
|
|
|
|
|
|
|
||||||
Trade accounts receivable, net
|
|
$
|
3,325
|
|
|
$
|
11
|
|
|
$
|
3,336
|
|
Other current assets
|
|
$
|
366
|
|
|
$
|
10
|
|
|
$
|
376
|
|
Other long-term assets
|
|
$
|
707
|
|
|
$
|
20
|
|
|
$
|
727
|
|
LIABILITIES
|
|
|
|
|
|
|
||||||
Other current liabilities
|
|
$
|
812
|
|
|
$
|
35
|
|
|
$
|
847
|
|
Other long-term liabilities
|
|
$
|
3,636
|
|
|
$
|
6
|
|
|
$
|
3,642
|
|
|
|
Fiscal Year Ended November 3, 2019
|
||||||||||
Statement of Operations
|
|
Pro forma as if the previous accounting was in effect
|
|
Effect of Change
|
|
As Reported
|
||||||
|
|
|
|
|
|
|
||||||
|
|
(In millions)
|
||||||||||
Net revenue:
|
|
|
|
|
|
|
||||||
Products
|
|
$
|
18,117
|
|
|
$
|
—
|
|
|
$
|
18,117
|
|
Subscriptions and services
|
|
4,257
|
|
|
223
|
|
|
4,480
|
|
|||
Total net revenue
|
|
$
|
22,374
|
|
|
$
|
223
|
|
|
$
|
22,597
|
|
|
|
(In millions)
|
||
Cash paid for outstanding CA common stock
|
|
$
|
18,402
|
|
Cash paid by Broadcom to retire CA’s term loan
|
|
274
|
|
|
Cash paid for vested CA equity awards
|
|
101
|
|
|
Fair value of partially vested assumed equity awards
|
|
67
|
|
|
Total purchase consideration
|
|
18,844
|
|
|
Less: cash acquired
|
|
2,750
|
|
|
Total purchase consideration, net of cash acquired
|
|
$
|
16,094
|
|
|
|
Fair Value
|
||
|
|
(In millions)
|
||
Current assets
|
|
$
|
1,665
|
|
Goodwill
|
|
9,796
|
|
|
Intangible assets
|
|
12,045
|
|
|
Other long-term assets
|
|
240
|
|
|
Total assets acquired
|
|
23,746
|
|
|
Current liabilities
|
|
(1,966
|
)
|
|
Long-term debt
|
|
(2,255
|
)
|
|
Other long-term liabilities
|
|
(3,431
|
)
|
|
Total liabilities assumed
|
|
(7,652
|
)
|
|
Fair value of net assets acquired
|
|
$
|
16,094
|
|
|
|
Fair Value
|
|
Weighted-Average Amortization Periods
|
||
|
|
(In millions)
|
|
(In years)
|
||
Developed technology
|
|
$
|
4,957
|
|
|
6
|
Customer contracts and related relationships
|
|
4,190
|
|
|
6
|
|
Order backlog
|
|
2,569
|
|
|
3
|
|
Trade name and other
|
|
137
|
|
|
5
|
|
Total identified finite-lived intangible assets
|
|
11,853
|
|
|
|
|
IPR&D
|
|
192
|
|
|
N/A
|
|
Total identified intangible assets
|
|
$
|
12,045
|
|
|
|
Description
|
|
IPR&D
|
|
Percentage of Completion
|
|
Estimated Cost to Complete
|
|
Expected Completion Date
(By Fiscal Year)
|
|||||
|
|
|
|
|
|
|
|
|
|||||
|
|
(Dollars in millions)
|
|||||||||||
Mainframe
|
|
$
|
178
|
|
|
67
|
%
|
|
$
|
138
|
|
|
2019
|
Enterprise Solutions
|
|
$
|
14
|
|
|
63
|
%
|
|
$
|
12
|
|
|
2019
|
|
|
Fiscal Year
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
|
|
|
||||
|
|
(In millions)
|
||||||
Pro forma net revenue*
|
|
$
|
21,697
|
|
|
$
|
24,451
|
|
Pro forma net income attributable to common stock
|
|
$
|
2,535
|
|
|
$
|
9,783
|
|
|
|
(In millions)
|
||
Cash paid for outstanding Brocade common stock
|
|
$
|
5,298
|
|
Cash paid by Broadcom to retire Brocade’s term loan
|
|
701
|
|
|
Cash paid for Brocade equity awards
|
|
31
|
|
|
Fair value of partially vested assumed equity awards
|
|
8
|
|
|
Total purchase consideration
|
|
6,038
|
|
|
Less: cash acquired
|
|
1,250
|
|
|
Total purchase consideration, net of cash acquired
|
|
$
|
4,788
|
|
|
|
Fair Value
|
||
|
|
(In millions)
|
||
Current assets
|
|
$
|
1,297
|
|
Goodwill
|
|
2,187
|
|
|
Intangible assets
|
|
3,396
|
|
|
Other long-term assets
|
|
82
|
|
|
Total assets acquired
|
|
6,962
|
|
|
Current portion of long-term debt
|
|
(856
|
)
|
|
Other current liabilities
|
|
(374
|
)
|
|
Long-term debt
|
|
(38
|
)
|
|
Other long-term liabilities
|
|
(906
|
)
|
|
Total liabilities assumed
|
|
(2,174
|
)
|
|
Fair value of net assets acquired
|
|
$
|
4,788
|
|
|
|
Fair Value
|
|
Weighted-Average Amortization Periods
|
||
|
|
(In millions)
|
|
(In years)
|
||
Developed technology
|
|
$
|
2,925
|
|
|
10
|
Customer contracts and related relationships
|
|
255
|
|
|
11
|
|
Trade name and other
|
|
61
|
|
|
6
|
|
Total identified finite-lived intangible assets
|
|
3,241
|
|
|
|
|
IPR&D
|
|
155
|
|
|
N/A
|
|
Total identified intangible assets
|
|
$
|
3,396
|
|
|
|
Description
|
|
IPR&D
|
|
Percentage of Completion
|
|
Estimated Cost to Complete
|
|
Expected Completion Date
(By Fiscal Year)
|
|||||
|
|
|
|
|
|
|
|
|
|||||
|
|
(Dollars in millions)
|
|||||||||||
Directors
|
|
$
|
64
|
|
|
72
|
%
|
|
$
|
45
|
|
|
2019
|
Switches
|
|
$
|
50
|
|
|
81
|
%
|
|
$
|
21
|
|
|
2018
|
Embedded
|
|
$
|
31
|
|
|
74
|
%
|
|
$
|
22
|
|
|
2019
|
Networking software
|
|
$
|
10
|
|
|
73
|
%
|
|
$
|
27
|
|
|
2018
|
|
|
Fiscal Year
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
|
|
|
||||
|
|
(In millions)
|
||||||
Pro forma net revenue*
|
|
$
|
20,978
|
|
|
$
|
19,441
|
|
Pro forma net income attributable to common stock
|
|
$
|
12,408
|
|
|
$
|
986
|
|
|
|
November 3,
2019 |
|
November 4,
2018 |
||||
|
|
|
|
|
||||
|
|
(In millions)
|
||||||
Finished goods
|
|
$
|
339
|
|
|
$
|
483
|
|
Work-in-process
|
|
414
|
|
|
505
|
|
||
Raw materials
|
|
121
|
|
|
136
|
|
||
Total inventory
|
|
$
|
874
|
|
|
$
|
1,124
|
|
|
|
November 3,
2019 |
|
November 4,
2018 |
||||
|
|
|
|
|
||||
|
|
(In millions)
|
||||||
Land
|
|
$
|
189
|
|
|
$
|
189
|
|
Construction in progress
|
|
85
|
|
|
67
|
|
||
Buildings and leasehold improvements
|
|
1,078
|
|
|
1,016
|
|
||
Machinery and equipment
|
|
3,544
|
|
|
3,257
|
|
||
Total property, plant and equipment
|
|
4,896
|
|
|
4,529
|
|
||
Accumulated depreciation and amortization
|
|
(2,331
|
)
|
|
(1,894
|
)
|
||
Total property, plant and equipment, net
|
|
$
|
2,565
|
|
|
$
|
2,635
|
|
|
|
November 3,
2019 |
|
November 4,
2018 |
||||
|
|
|
|
|
||||
|
|
(In millions)
|
||||||
Prepaid expenses
|
|
$
|
302
|
|
|
$
|
243
|
|
Other (miscellaneous)
|
|
427
|
|
|
123
|
|
||
Total other current assets
|
|
$
|
729
|
|
|
$
|
366
|
|
|
|
November 3,
2019 |
|
November 4,
2018 |
||||
|
|
|
|
|
||||
|
|
(In millions)
|
||||||
Contract liabilities
|
|
$
|
1,501
|
|
|
$
|
164
|
|
Tax liabilities
|
|
229
|
|
|
162
|
|
||
Interest payable
|
|
214
|
|
|
165
|
|
||
Accrued rebates
|
|
95
|
|
|
161
|
|
||
Other (miscellaneous)
|
|
577
|
|
|
160
|
|
||
Total other current liabilities
|
|
$
|
2,616
|
|
|
$
|
812
|
|
|
|
November 3,
2019 |
|
November 4,
2018 |
||||
|
|
|
|
|
||||
|
|
(In millions)
|
||||||
Unrecognized tax benefits (a) (b)
|
|
$
|
3,269
|
|
|
$
|
3,088
|
|
Tax indemnification liability
|
|
116
|
|
|
116
|
|
||
Other (miscellaneous)
|
|
2,228
|
|
|
432
|
|
||
Total other long-term liabilities
|
|
$
|
5,613
|
|
|
$
|
3,636
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
||||||
|
|
(In millions)
|
||||||||||
Gain (loss) on investment
|
|
$
|
145
|
|
|
$
|
3
|
|
|
$
|
(1
|
)
|
Interest income
|
|
98
|
|
|
114
|
|
|
44
|
|
|||
Other income
|
|
18
|
|
|
27
|
|
|
55
|
|
|||
Other expense
|
|
(35
|
)
|
|
—
|
|
|
(24
|
)
|
|||
Other income, net
|
|
$
|
226
|
|
|
$
|
144
|
|
|
$
|
74
|
|
|
|
Wired Infrastructure
|
|
Wireless Communications
|
|
Enterprise Storage
|
|
Industrial & Other
|
|
Semiconductor Solutions
|
|
Infrastructure Software
|
|
IP Licensing
|
|
Total
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||||||||
Balance as of October 29, 2017
|
|
$
|
17,622
|
|
|
$
|
5,945
|
|
|
$
|
995
|
|
|
$
|
144
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,706
|
|
Acquisitions
|
|
83
|
|
|
—
|
|
|
2,117
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,207
|
|
||||||||
Balance as of November 4, 2018
|
|
17,705
|
|
|
5,945
|
|
|
3,112
|
|
|
151
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,913
|
|
||||||||
Reallocation due to change in segments
|
|
(17,705
|
)
|
|
(5,945
|
)
|
|
(3,112
|
)
|
|
(151
|
)
|
|
25,924
|
|
|
980
|
|
|
9
|
|
|
—
|
|
||||||||
Acquisitions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
9,796
|
|
|
—
|
|
|
9,801
|
|
||||||||
Balance as of November 3, 2019
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,929
|
|
|
$
|
10,776
|
|
|
$
|
9
|
|
|
$
|
36,714
|
|
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
||||||
|
|
|
|
|
|
|
||||||
|
|
(In millions)
|
||||||||||
As of November 3, 2019:
|
|
|
|
|
|
|
||||||
Purchased technology
|
|
$
|
20,935
|
|
|
$
|
(10,113
|
)
|
|
$
|
10,822
|
|
Customer contracts and related relationships
|
|
5,978
|
|
|
(1,787
|
)
|
|
4,191
|
|
|||
Order backlog
|
|
2,569
|
|
|
(908
|
)
|
|
1,661
|
|
|||
Trade names
|
|
712
|
|
|
(247
|
)
|
|
465
|
|
|||
Other
|
|
241
|
|
|
(89
|
)
|
|
152
|
|
|||
Intangible assets subject to amortization
|
|
30,435
|
|
|
(13,144
|
)
|
|
17,291
|
|
|||
IPR&D
|
|
263
|
|
|
—
|
|
|
263
|
|
|||
Total
|
|
$
|
30,698
|
|
|
$
|
(13,144
|
)
|
|
$
|
17,554
|
|
|
|
|
|
|
|
|
||||||
As of November 4, 2018:
|
|
|
|
|
|
|
||||||
Purchased technology
|
|
$
|
15,806
|
|
|
$
|
(6,816
|
)
|
|
$
|
8,990
|
|
Customer contracts and related relationships
|
|
1,792
|
|
|
(878
|
)
|
|
914
|
|
|||
Trade names
|
|
578
|
|
|
(170
|
)
|
|
408
|
|
|||
Other
|
|
239
|
|
|
(53
|
)
|
|
186
|
|
|||
Intangible assets subject to amortization
|
|
18,415
|
|
|
(7,917
|
)
|
|
10,498
|
|
|||
IPR&D
|
|
264
|
|
|
—
|
|
|
264
|
|
|||
Total
|
|
$
|
18,679
|
|
|
$
|
(7,917
|
)
|
|
$
|
10,762
|
|
Fiscal Year:
|
|
Expected Amortization Expense
|
||
|
|
|
||
|
|
(In millions)
|
||
2020
|
|
$
|
5,054
|
|
2021
|
|
4,151
|
|
|
2022
|
|
3,180
|
|
|
2023
|
|
2,172
|
|
|
2024
|
|
1,490
|
|
|
Thereafter
|
|
1,244
|
|
|
Total
|
|
$
|
17,291
|
|
Amortizable intangible assets:
|
|
November 3,
2019 |
|
November 4,
2018 |
|
|
|
|
|
|
|
(In years)
|
||
Purchased technology
|
|
5
|
|
6
|
Customer contracts and related relationships
|
|
5
|
|
5
|
Order backlog
|
|
3
|
|
N/A
|
Trade names
|
|
10
|
|
12
|
Other
|
|
10
|
|
10
|
|
|
Fiscal Year
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
||||||
|
|
(In millions, except per share data)
|
||||||||||
Numerator:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
2,736
|
|
|
$
|
12,629
|
|
|
$
|
1,790
|
|
Less: Dividends on preferred stock
|
|
29
|
|
|
—
|
|
|
—
|
|
|||
Income from continuing operations attributable to noncontrolling interest
|
|
—
|
|
|
352
|
|
|
92
|
|
|||
Income from continuing operations attributable to common stock
|
|
2,707
|
|
|
12,277
|
|
|
1,698
|
|
|||
|
|
|
|
|
|
|
||||||
Loss from discontinued operations, net of income taxes
|
|
(12
|
)
|
|
(19
|
)
|
|
(6
|
)
|
|||
Less: Loss from discontinued operations, net of income taxes, attributable to noncontrolling interest
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
Loss from discontinued operations, net of income taxes, attributable to common stock
|
|
(12
|
)
|
|
(18
|
)
|
|
(6
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net income attributable to common stock
|
|
$
|
2,695
|
|
|
$
|
12,259
|
|
|
$
|
1,692
|
|
Denominator:
|
|
|
|
|
|
|
||||||
Weighted-average shares outstanding - basic
|
|
398
|
|
|
418
|
|
|
405
|
|
|||
Dilutive effect of equity awards
|
|
21
|
|
|
13
|
|
|
16
|
|
|||
Weighted-average shares outstanding - diluted
|
|
419
|
|
|
431
|
|
|
421
|
|
|||
|
|
|
|
|
|
|
||||||
Basic income per share attributable to common stock:
|
|
|
|
|
|
|
||||||
Income per share from continuing operations
|
|
$
|
6.80
|
|
|
$
|
29.37
|
|
|
$
|
4.19
|
|
Loss per share from discontinued operations
|
|
(0.03
|
)
|
|
(0.04
|
)
|
|
(0.01
|
)
|
|||
Net income per share
|
|
$
|
6.77
|
|
|
$
|
29.33
|
|
|
$
|
4.18
|
|
|
|
|
|
|
|
|
||||||
Diluted income per share attributable to common stock:
|
|
|
|
|
|
|
||||||
Income per share from continuing operations
|
|
$
|
6.46
|
|
|
$
|
28.48
|
|
|
$
|
4.03
|
|
Loss per share from discontinued operations
|
|
(0.03
|
)
|
|
(0.04
|
)
|
|
(0.01
|
)
|
|||
Net income per share
|
|
$
|
6.43
|
|
|
$
|
28.44
|
|
|
$
|
4.02
|
|
|
|
|
|
|
|
|
||||||
Potentially dilutive shares excluded from the calculation of diluted income per share because their effect would have been antidilutive:
|
|
|
|
|
|
|
||||||
Preferred Stock (a)
|
|
1
|
|
|
—
|
|
|
—
|
|
|||
LP Units (b)
|
|
—
|
|
|
9
|
|
|
22
|
|
|
|
Pension Benefits
|
|
Post-Retirement Benefits
|
||||||||||||||||||||
|
|
Fiscal Year
|
|
Fiscal Year
|
||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
Service cost
|
|
$
|
10
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
|
58
|
|
|
51
|
|
|
53
|
|
|
3
|
|
|
3
|
|
|
3
|
|
||||||
Expected return on plan assets
|
|
(59
|
)
|
|
(51
|
)
|
|
(65
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|
(4
|
)
|
||||||
Other
|
|
1
|
|
|
1
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit (income) cost
|
|
$
|
10
|
|
|
$
|
5
|
|
|
$
|
(7
|
)
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial (gain) loss
|
|
$
|
13
|
|
|
$
|
14
|
|
|
$
|
(60
|
)
|
|
$
|
11
|
|
|
$
|
(3
|
)
|
|
$
|
(3
|
)
|
|
|
Pension Benefits
|
|
Post-Retirement Benefits
|
||||||||||||
|
|
November 3,
2019 |
|
November 4,
2018 |
|
November 3,
2019 |
|
November 4,
2018 |
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(In millions)
|
||||||||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets — beginning of period
|
|
$
|
1,394
|
|
|
$
|
1,426
|
|
|
$
|
81
|
|
|
$
|
83
|
|
Actual return on plan assets
|
|
232
|
|
|
(65
|
)
|
|
6
|
|
|
—
|
|
||||
Employer contributions
|
|
15
|
|
|
130
|
|
|
1
|
|
|
—
|
|
||||
Payments from plan assets
|
|
(94
|
)
|
|
(93
|
)
|
|
(3
|
)
|
|
(2
|
)
|
||||
Foreign currency impact
|
|
(8
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets — end of period
|
|
1,539
|
|
|
1,394
|
|
|
85
|
|
|
81
|
|
||||
Change in benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Benefit obligations — beginning of period
|
|
1,364
|
|
|
1,508
|
|
|
74
|
|
|
80
|
|
||||
Service cost
|
|
10
|
|
|
4
|
|
|
—
|
|
|
—
|
|
||||
Interest cost
|
|
58
|
|
|
51
|
|
|
3
|
|
|
3
|
|
||||
Actuarial (gain) loss
|
|
186
|
|
|
(102
|
)
|
|
14
|
|
|
(7
|
)
|
||||
Benefit payments
|
|
(94
|
)
|
|
(93
|
)
|
|
(3
|
)
|
|
(2
|
)
|
||||
Plan amendment
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||
Benefit obligations assumed in an acquisition
|
|
37
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||
Foreign currency impact
|
|
(8
|
)
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
||||
Benefit obligations — end of period
|
|
1,553
|
|
|
1,364
|
|
|
93
|
|
|
74
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Overfunded (underfunded) status of benefit obligations (a)
|
|
$
|
(14
|
)
|
|
$
|
30
|
|
|
$
|
(8
|
)
|
|
$
|
7
|
|
|
|
|
|
|
|
|
|
|
||||||||
Actuarial losses and prior service costs recognized in accumulated other comprehensive loss, net of taxes
|
|
$
|
(125
|
)
|
|
$
|
(110
|
)
|
|
$
|
(15
|
)
|
|
$
|
(5
|
)
|
(a)
|
Substantially all amounts recognized in the consolidated balance sheets were recorded in other long-term assets and other long-term liabilities for all periods presented.
|
|
|
Pension Benefits
|
|
Post-Retirement Benefits
|
||||||||||||
|
|
November 3,
2019 |
|
November 4,
2018 |
|
November 3,
2019 |
|
November 4,
2018 |
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(In millions)
|
||||||||||||||
Projected benefit obligations
|
|
$
|
92
|
|
|
$
|
551
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accumulated benefit obligations
|
|
$
|
80
|
|
|
$
|
546
|
|
|
$
|
16
|
|
|
$
|
14
|
|
Fair value of plan assets
|
|
$
|
32
|
|
|
$
|
528
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Pension Benefits
|
|
Post-Retirement Benefits
|
||||||||||||
|
|
November 3,
2019 |
|
November 4,
2018 |
|
November 3,
2019 |
|
November 4,
2018 |
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(In millions)
|
||||||||||||||
Projected benefit obligations
|
|
$
|
1,461
|
|
|
$
|
813
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accumulated benefit obligations
|
|
$
|
1,460
|
|
|
$
|
812
|
|
|
$
|
77
|
|
|
$
|
60
|
|
Fair value of plan assets
|
|
$
|
1,507
|
|
|
$
|
866
|
|
|
$
|
85
|
|
|
$
|
81
|
|
Fiscal Years:
|
|
Pension Benefits
|
|
Post-Retirement Benefits
|
||||
|
|
|
|
|
||||
|
|
(In millions)
|
||||||
2020
|
|
$
|
93
|
|
|
$
|
6
|
|
2021
|
|
$
|
92
|
|
|
$
|
4
|
|
2022
|
|
$
|
92
|
|
|
$
|
4
|
|
2023
|
|
$
|
92
|
|
|
$
|
4
|
|
2024
|
|
$
|
93
|
|
|
$
|
4
|
|
2025-2029
|
|
$
|
449
|
|
|
$
|
23
|
|
|
|
November 3, 2019
|
||||||||||||||||
|
|
Fair Value Measurements at Reporting Date Using
|
|
|
||||||||||||||
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
(In millions)
|
||||||||||||||||
Cash equivalents
|
|
$
|
34
|
|
(a)
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
34
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Non-U.S. equity securities
|
|
21
|
|
(b)
|
|
—
|
|
|
|
—
|
|
|
21
|
|
||||
Fixed-income securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasuries
|
|
—
|
|
|
|
82
|
|
(c)
|
|
—
|
|
|
82
|
|
||||
Corporate bonds
|
|
—
|
|
|
|
1,372
|
|
(c)
|
|
—
|
|
|
1,372
|
|
||||
Municipal bonds
|
|
—
|
|
|
|
19
|
|
(c)
|
|
—
|
|
|
19
|
|
||||
Government bonds
|
|
—
|
|
|
|
10
|
|
(c)
|
|
—
|
|
|
10
|
|
||||
Asset-backed securities
|
|
—
|
|
|
|
1
|
|
(c)
|
|
—
|
|
|
1
|
|
||||
Total plan assets
|
|
$
|
55
|
|
|
|
$
|
1,484
|
|
|
|
$
|
—
|
|
|
$
|
1,539
|
|
|
|
November 4, 2018
|
||||||||||||||||
|
|
Fair Value Measurements at Reporting Date Using
|
|
|
||||||||||||||
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
(In millions)
|
||||||||||||||||
Cash equivalents
|
|
$
|
36
|
|
(a)
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
36
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Non-U.S. equity securities
|
|
19
|
|
(b)
|
|
—
|
|
|
|
—
|
|
|
19
|
|
||||
Fixed-income securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasuries
|
|
—
|
|
|
|
80
|
|
(c)
|
|
—
|
|
|
80
|
|
||||
Corporate bonds
|
|
—
|
|
|
|
1,229
|
|
(c)
|
|
—
|
|
|
1,229
|
|
||||
Municipal bonds
|
|
—
|
|
|
|
17
|
|
(c)
|
|
—
|
|
|
17
|
|
||||
Government bonds
|
|
—
|
|
|
|
13
|
|
(c)
|
|
—
|
|
|
13
|
|
||||
Total plan assets
|
|
$
|
55
|
|
|
|
$
|
1,339
|
|
|
|
$
|
—
|
|
|
$
|
1,394
|
|
(a)
|
Cash equivalents primarily included short-term investment funds which consisted of short-term money market instruments that were valued based on quoted prices in active markets.
|
(b)
|
These equity securities were valued based on quoted prices in active markets.
|
(c)
|
These amounts consisted of investments that were traded less frequently than Level 1 securities and were valued using inputs that included quoted prices for similar assets in active markets and inputs other than quoted prices that were observable for the asset, such as interest rates, yield curves, prepayment speeds, collateral performance, broker/dealer quotes and indices that were observable at commonly quoted intervals.
|
|
|
Assumptions for Benefit Obligations
as of
|
|
Assumptions for Net Periodic Benefit (Income) Cost
Fiscal Year
|
||||||
|
|
November 3,
2019 |
|
November 4,
2018 |
|
2019
|
|
2018
|
|
2017
|
Defined benefit pension plans:
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
0.47%-7.00%
|
|
0.50%-8.00%
|
|
0.50%-8.00%
|
|
0.50%-7.00%
|
|
0.50%-7.00%
|
Average increase in compensation levels
|
|
2.00%-10.00%
|
|
2.00%-10.00%
|
|
1.80%-10.00%
|
|
2.00%-11.00%
|
|
2.00%-9.15%
|
Expected long-term return on assets
|
|
N/A
|
|
N/A
|
|
1.50%-7.75%
|
|
1.50%-7.50%
|
|
0.25%-8.00%
|
|
|
Assumptions for Benefit Obligations
as of
|
|
Assumptions for Net Periodic Benefit (Income) Cost
Fiscal Year
|
||||||
|
|
November 3,
2019 |
|
November 4,
2018 |
|
2019
|
|
2018
|
|
2017
|
Post-retirement benefits plans:
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
2.80%-3.20%
|
|
4.30%-4.60%
|
|
4.12%-4.60%
|
|
3.40%-3.80%
|
|
3.30%-3.90%
|
Average increase in compensation levels
|
|
3.00%
|
|
3.00%
|
|
3.00%
|
|
3.00%
|
|
3.50%
|
Expected long-term return on assets
|
|
N/A
|
|
N/A
|
|
4.80%
|
|
4.80%
|
|
4.40%
|
|
|
Assumed Health Care Cost Trend Rate Used to Measure the Expected Cost of Benefits as of
|
||
|
|
November 3,
2019 |
|
November 4,
2018 |
|
|
|
|
|
Health care cost trend rate assumed for next year
|
|
4.50%-7.40%
|
|
6.70%
|
Rate to which the health care cost trend rate is assumed to decline (ultimate health care cost trend rate)
|
|
3.50%-4.50%
|
|
3.50%
|
Year that the rate reaches the ultimate health care cost trend rate
|
|
2031
|
|
2031
|
|
|
Effective Interest Rate
|
|
November 3, 2019
|
|
November 4, 2018
|
|||||
|
|
|
|
|
|
|
|||||
|
|
|
|
(In millions)
|
|||||||
2019 Senior Notes - fixed rate
|
|
|
|
|
|
|
|||||
3.125% notes due April 2021
|
|
3.607
|
%
|
|
$
|
2,000
|
|
|
$
|
—
|
|
3.125% notes due October 2022
|
|
3.527
|
%
|
|
1,500
|
|
|
—
|
|
||
3.625% notes due October 2024
|
|
3.980
|
%
|
|
2,000
|
|
|
—
|
|
||
4.250% notes due April 2026
|
|
4.544
|
%
|
|
2,500
|
|
|
—
|
|
||
4.750% notes due April 2029
|
|
4.953
|
%
|
|
3,000
|
|
|
—
|
|
||
|
|
|
|
11,000
|
|
|
—
|
|
|||
2019 Term Loans - floating rate
|
|
|
|
|
|
|
|||||
LIBOR plus 1.250% term loan due through May 2024
|
|
3.362
|
%
|
|
800
|
|
|
—
|
|
||
LIBOR plus 1.375% term loan due through May 2026
|
|
3.452
|
%
|
|
800
|
|
|
—
|
|
||
|
|
|
|
1,600
|
|
|
—
|
|
|||
2017 Senior Notes - fixed rate
|
|
|
|
|
|
|
|||||
2.375% notes due January 2020
|
|
2.615
|
%
|
|
2,750
|
|
|
2,750
|
|
||
2.200% notes due January 2021
|
|
2.406
|
%
|
|
750
|
|
|
750
|
|
||
3.000% notes due January 2022
|
|
3.214
|
%
|
|
3,500
|
|
|
3,500
|
|
||
2.650% notes due January 2023
|
|
2.781
|
%
|
|
1,000
|
|
|
1,000
|
|
||
3.625% notes due January 2024
|
|
3.744
|
%
|
|
2,500
|
|
|
2,500
|
|
||
3.125% notes due January 2025
|
|
3.234
|
%
|
|
1,000
|
|
|
1,000
|
|
||
3.875% notes due January 2027
|
|
4.018
|
%
|
|
4,800
|
|
|
4,800
|
|
||
3.500% notes due January 2028
|
|
3.596
|
%
|
|
1,250
|
|
|
1,250
|
|
||
|
|
|
|
17,550
|
|
|
17,550
|
|
|||
Assumed CA Senior Notes - fixed rate
|
|
|
|
|
|
|
|||||
5.375% notes due December 2019
|
|
3.433
|
%
|
|
750
|
|
|
—
|
|
||
3.600% notes due August 2022
|
|
4.071
|
%
|
|
500
|
|
|
—
|
|
||
4.500% notes due August 2023
|
|
4.099
|
%
|
|
250
|
|
|
—
|
|
||
4.700% notes due March 2027
|
|
5.153
|
%
|
|
350
|
|
|
—
|
|
||
|
|
|
|
1,850
|
|
|
—
|
|
|||
Commercial Paper
|
|
|
|
|
|
|
|||||
Commercial paper
|
|
2.547
|
%
|
(a)
|
1,000
|
|
|
—
|
|
||
|
|
|
|
1,000
|
|
|
—
|
|
|||
Assumed Brocade Convertible Notes - fixed rate
|
|
|
|
|
|
|
|||||
1.375% convertible notes due January 2020
|
|
0.628
|
%
|
|
37
|
|
|
37
|
|
||
|
|
|
|
37
|
|
|
37
|
|
|||
Assumed BRCM Senior Notes - fixed rate
|
|
|
|
|
|
|
|||||
2.500% - 4.500% notes due August 2022 - August 2034
|
|
2.585% - 4.546%
|
|
|
22
|
|
|
22
|
|
||
Total principal amount outstanding
|
|
|
|
33,059
|
|
|
17,609
|
|
|||
Less: Unaccreted discount/premium and unamortized debt issuance costs
|
|
|
|
(261
|
)
|
|
(116
|
)
|
|||
Total debt
|
|
|
|
$
|
32,798
|
|
|
$
|
17,493
|
|
Fiscal Year:
|
|
Future Scheduled Principal Payments
|
||
|
|
(In millions)
|
||
2020
|
|
$
|
4,537
|
|
2021
|
|
2,750
|
|
|
2022
|
|
5,509
|
|
|
2023
|
|
1,250
|
|
|
2024
|
|
5,307
|
|
|
Thereafter
|
|
13,706
|
|
|
Total
|
|
$
|
33,059
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
||||||
|
|
(In millions, except per share data)
|
||||||||||
Cash dividends and distributions declared and paid per share/unit
|
|
$
|
10.60
|
|
|
$
|
7.00
|
|
|
$
|
4.08
|
|
Cash dividends declared and paid to common stockholders
|
|
$
|
4,235
|
|
|
$
|
2,921
|
|
|
$
|
1,653
|
|
Cash distributions declared and paid to limited partners
|
|
$
|
—
|
|
|
$
|
77
|
|
|
$
|
92
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
||||||
|
|
(In millions)
|
||||||||||
Cost of products sold
|
|
$
|
120
|
|
|
$
|
77
|
|
|
$
|
64
|
|
Cost of subscriptions and services
|
|
43
|
|
|
9
|
|
|
—
|
|
|||
Research and development
|
|
1,532
|
|
|
855
|
|
|
636
|
|
|||
Selling, general and administrative
|
|
490
|
|
|
286
|
|
|
220
|
|
|||
Total stock-based compensation expense (a)
|
|
$
|
2,185
|
|
|
$
|
1,227
|
|
|
$
|
920
|
|
|
|
|
|
|
|
|
||||||
Estimated income tax benefits for stock-based compensation
|
|
$
|
400
|
|
|
$
|
195
|
|
|
$
|
249
|
|
Income tax benefits for stock-based awards exercised or released
|
|
$
|
232
|
|
|
$
|
181
|
|
|
$
|
273
|
|
(a)
|
Does not include stock-based compensation related to discontinued operations recognized during fiscal year 2017, which was included in loss from discontinued operations, net of income taxes in our consolidated statements of operations.
|
|
|
Market-Based Awards
|
|||||||
|
|
Fiscal Year
|
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
Risk-free interest rate
|
|
2.7
|
%
|
|
2.4
|
%
|
|
1.7
|
%
|
Dividend yield
|
|
4.4
|
%
|
|
2.6
|
%
|
|
1.8
|
%
|
Volatility
|
|
33.0
|
%
|
|
32.5
|
%
|
|
32.3
|
%
|
Expected term (in years)
|
|
4.0
|
|
|
4.0
|
|
|
4.0
|
|
|
|
Number of RSUs
Outstanding
|
|
Weighted-Average
Grant Date
Fair Value
Per Share
|
|||
|
|
|
|
|
|||
|
|
(In millions, except per share data)
|
|||||
Balance as of October 30, 2016
|
|
17
|
|
|
$
|
130.71
|
|
Granted
|
|
8
|
|
|
$
|
199.33
|
|
Vested
|
|
(5
|
)
|
|
$
|
126.81
|
|
Forfeited
|
|
(2
|
)
|
|
$
|
142.78
|
|
Balance as of October 29, 2017
|
|
18
|
|
|
$
|
163.42
|
|
Granted
|
|
7
|
|
|
$
|
239.48
|
|
Vested
|
|
(6
|
)
|
|
$
|
155.78
|
|
Forfeited
|
|
(1
|
)
|
|
$
|
175.46
|
|
Balance as of November 4, 2018
|
|
18
|
|
|
$
|
195.50
|
|
Assumed in CA Merger
|
|
1
|
|
|
$
|
206.14
|
|
Granted
|
|
33
|
|
|
$
|
183.64
|
|
Vested
|
|
(10
|
)
|
|
$
|
192.28
|
|
Forfeited
|
|
(2
|
)
|
|
$
|
182.80
|
|
Balance as of November 3, 2019
|
|
40
|
|
|
$
|
188.52
|
|
|
|
Number of Options
Outstanding
|
|
Weighted-
Average
Exercise Price
Per Share
|
|
Weighted-
Average
Remaining
Contractual
Life (In years)
|
|
Aggregate
Intrinsic
Value
|
|||||
|
|
|
|
|
|
|
|
|
|||||
|
|
(In millions, except years and per share data)
|
|||||||||||
Balance as of October 30, 2016
|
|
15
|
|
|
$
|
48.77
|
|
|
|
|
|
||
Exercised
|
|
(4
|
)
|
|
$
|
45.48
|
|
|
|
|
$
|
682
|
|
Cancelled
|
|
(1
|
)
|
|
$
|
66.08
|
|
|
|
|
|
||
Balance as of October 29, 2017
|
|
10
|
|
|
$
|
49.54
|
|
|
|
|
|
||
Exercised
|
|
(2
|
)
|
|
$
|
47.41
|
|
|
|
|
$
|
534
|
|
Cancelled
|
|
—
|
|
*
|
$
|
72.37
|
|
|
|
|
|
||
Balance as of November 4, 2018
|
|
8
|
|
|
$
|
50.14
|
|
|
|
|
|
||
Exercised
|
|
(4
|
)
|
|
$
|
47.88
|
|
|
|
|
$
|
761
|
|
Cancelled
|
|
—
|
|
*
|
$
|
49.00
|
|
|
|
|
|
||
Balance as of November 3, 2019
|
|
4
|
|
|
$
|
51.83
|
|
|
1.11
|
|
$
|
1,077
|
|
Fully vested as of November 3, 2019
|
|
4
|
|
|
$
|
51.83
|
|
|
1.11
|
|
$
|
1,077
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
||||||
|
|
(In millions)
|
||||||||||
Domestic income (loss)
|
|
$
|
(4,116
|
)
|
|
$
|
(705
|
)
|
|
$
|
2,102
|
|
Foreign income (loss)
|
|
6,342
|
|
|
5,250
|
|
|
(277
|
)
|
|||
Income from continuing operations before income taxes
|
|
$
|
2,226
|
|
|
$
|
4,545
|
|
|
$
|
1,825
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
||||||
|
|
(In millions)
|
||||||||||
Current tax expense (benefit from):
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
$
|
(49
|
)
|
|
$
|
255
|
|
|
$
|
112
|
|
State
|
|
(16
|
)
|
|
38
|
|
|
—
|
|
|||
Foreign
|
|
342
|
|
|
171
|
|
|
158
|
|
|||
|
|
277
|
|
|
464
|
|
|
270
|
|
|||
Deferred tax expense (benefit from):
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
(497
|
)
|
|
(8,666
|
)
|
|
(1
|
)
|
|||
State
|
|
(113
|
)
|
|
(103
|
)
|
|
—
|
|
|||
Foreign
|
|
(177
|
)
|
|
221
|
|
|
(234
|
)
|
|||
|
|
(787
|
)
|
|
(8,548
|
)
|
|
(235
|
)
|
|||
Total provision for (benefit from) income taxes
|
|
$
|
(510
|
)
|
|
$
|
(8,084
|
)
|
|
$
|
35
|
|
|
|
Fiscal Year
|
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
Statutory tax rate
|
|
21.0
|
%
|
|
21.0
|
%
|
|
17.0
|
%
|
State, net of federal benefit
|
|
(4.6
|
)
|
|
(1.1
|
)
|
|
—
|
|
2017 Tax reform
|
|
5.1
|
|
|
(159.0
|
)
|
|
—
|
|
Redomiciliation transaction withholding tax remeasurement
|
|
—
|
|
|
(25.6
|
)
|
|
—
|
|
Foreign income taxed at different rates
|
|
(52.5
|
)
|
|
(16.3
|
)
|
|
(0.8
|
)
|
Excess tax benefits from stock-based compensation
|
|
(10.4
|
)
|
|
(4.0
|
)
|
|
—
|
|
Research and development credit
|
|
(7.6
|
)
|
|
(2.9
|
)
|
|
—
|
|
Deemed inclusion of foreign earnings
|
|
25.9
|
|
|
4.7
|
|
|
—
|
|
Tax holidays and concessions
|
|
—
|
|
|
—
|
|
|
(13.0
|
)
|
Other, net
|
|
0.2
|
|
|
5.3
|
|
|
(1.3
|
)
|
Effective tax rate on income before income taxes
|
|
(22.9
|
)%
|
|
(177.9
|
)%
|
|
1.9
|
%
|
|
|
November 3,
2019 |
|
November 4,
2018 |
||||
|
|
|
|
|
||||
|
|
(In millions)
|
||||||
Deferred income tax assets:
|
|
|
|
|
|
|
||
Net operating loss, credit and other carryforwards
|
|
$
|
1,733
|
|
|
$
|
1,421
|
|
Deferred revenue
|
|
316
|
|
|
—
|
|
||
Employee stock awards
|
|
218
|
|
|
159
|
|
||
Other deferred income tax assets
|
|
313
|
|
|
226
|
|
||
Gross deferred income tax assets
|
|
2,580
|
|
|
1,806
|
|
||
Less valuation allowance
|
|
(1,563
|
)
|
|
(1,347
|
)
|
||
Deferred income tax assets
|
|
1,017
|
|
|
459
|
|
||
Deferred income tax liabilities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
2,360
|
|
|
316
|
|
||
Foreign earnings not indefinitely reinvested
|
|
138
|
|
|
16
|
|
||
Other deferred income tax liabilities
|
|
—
|
|
|
12
|
|
||
Deferred income tax liabilities
|
|
2,498
|
|
|
344
|
|
||
|
|
|
|
|
||||
Net deferred income tax assets (liabilities)
|
|
$
|
(1,481
|
)
|
|
$
|
115
|
|
|
|
November 3,
2019 |
|
November 4,
2018 |
||||
|
|
|
|
|
||||
|
|
(In millions)
|
||||||
Other long-term assets
|
|
$
|
50
|
|
|
$
|
284
|
|
Other long-term liabilities
|
|
(1,531
|
)
|
|
(169
|
)
|
||
Net long-term income tax assets (liabilities)
|
|
$
|
(1,481
|
)
|
|
$
|
115
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
||||||
|
|
(In millions)
|
||||||||||
Beginning balance
|
|
$
|
4,030
|
|
|
$
|
2,256
|
|
|
$
|
1,983
|
|
Lapses of statutes of limitations
|
|
(36
|
)
|
|
(20
|
)
|
|
(12
|
)
|
|||
Increases in balances related to tax positions taken during prior periods (including those related to acquisitions made during the year)
|
|
467
|
|
|
361
|
|
|
47
|
|
|||
Decreases in balances related to tax positions taken during prior periods
|
|
(270
|
)
|
|
(289
|
)
|
|
(32
|
)
|
|||
Increases in balances related to tax positions taken during current period
|
|
460
|
|
|
1,726
|
|
|
391
|
|
|||
Decreases in balances related to settlement with taxing authorities
|
|
(229
|
)
|
|
(4
|
)
|
|
(121
|
)
|
|||
Ending balance
|
|
$
|
4,422
|
|
|
$
|
4,030
|
|
|
$
|
2,256
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
||||||
|
|
(In millions)
|
||||||||||
Net revenue:
|
|
|
|
|
|
|
||||||
Semiconductor solutions
|
|
$
|
17,368
|
|
|
$
|
18,934
|
|
|
$
|
17,491
|
|
Infrastructure software
|
|
5,156
|
|
|
1,780
|
|
|
—
|
|
|||
IP licensing
|
|
73
|
|
|
134
|
|
|
145
|
|
|||
Total net revenue
|
|
$
|
22,597
|
|
|
$
|
20,848
|
|
|
$
|
17,636
|
|
|
|
|
|
|
|
|
||||||
Operating income (loss):
|
|
|
|
|
|
|
||||||
Semiconductor solutions
|
|
$
|
8,150
|
|
|
$
|
9,090
|
|
|
$
|
7,900
|
|
Infrastructure software
|
|
3,781
|
|
|
1,250
|
|
|
—
|
|
|||
IP licensing
|
|
(2
|
)
|
|
70
|
|
|
70
|
|
|||
Unallocated expenses
|
|
(8,485
|
)
|
|
(5,275
|
)
|
|
(5,599
|
)
|
|||
Total operating income
|
|
$
|
3,444
|
|
|
$
|
5,135
|
|
|
$
|
2,371
|
|
|
|
November 3,
2019 |
|
November 4,
2018 |
||||
|
|
|
|
|
||||
|
|
(In millions)
|
||||||
Long-lived assets:
|
|
|
|
|
||||
United States
|
|
$
|
1,763
|
|
|
$
|
1,859
|
|
Taiwan
|
|
258
|
|
|
264
|
|
||
Other
|
|
544
|
|
|
512
|
|
||
Total long-lived assets
|
|
$
|
2,565
|
|
|
$
|
2,635
|
|
|
|
|
|
Fiscal Year
|
|
|
||||||||||||||||||||||
|
|
Total
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
(In millions)
|
|
|
||||||||||||||||||||||||
Debt principal, interest and fees
|
|
$
|
39,038
|
|
|
$
|
5,628
|
|
|
$
|
3,748
|
|
|
$
|
6,415
|
|
|
$
|
2,025
|
|
|
$
|
5,996
|
|
|
$
|
15,226
|
|
Purchase commitments
|
|
716
|
|
|
652
|
|
|
64
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other contractual commitments
|
|
197
|
|
|
133
|
|
|
31
|
|
|
19
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|||||||
Operating lease obligations
|
|
800
|
|
|
115
|
|
|
99
|
|
|
80
|
|
|
69
|
|
|
47
|
|
|
390
|
|
|||||||
Total
|
|
$
|
40,751
|
|
|
$
|
6,528
|
|
|
$
|
3,942
|
|
|
$
|
6,514
|
|
|
$
|
2,108
|
|
|
$
|
6,043
|
|
|
$
|
15,616
|
|
•
|
During fiscal year 2019, we initiated cost reduction activities associated with the CA Merger. As a result, we recognized $740 million of restructuring expense primarily related to employee termination and lease and other exit costs during fiscal year 2019. We expect these restructuring activities to be substantially completed by the end of fiscal year 2020.
|
•
|
During fiscal year 2018, we initiated cost reduction activities associated with the Brocade Merger. As a result, we recognized $2 million and $176 million of restructuring expense in fiscal years 2019 and 2018, respectively. These charges primarily related to employee termination costs. We have substantially completed the restructuring activities related to the acquisition of Brocade.
|
•
|
In connection with cost reduction activities associated with the acquisition of BRCM, we recognized $4 million, $50 million and $124 million of restructuring expense in fiscal years 2019, 2018 and 2017, respectively. These restructuring expenses primarily related to lease and other exit costs for fiscal years 2019 and 2018 and employee termination costs for fiscal year 2017. We have substantially completed the restructuring activities related to the acquisition of BRCM.
|
|
|
Employee Termination Costs
|
|
Lease and Other Exit Costs
|
|
Total
|
||||||
|
|
|
|
|
|
|
||||||
|
|
(In millions)
|
||||||||||
Balance as of October 30, 2016
|
|
$
|
116
|
|
|
$
|
35
|
|
|
$
|
151
|
|
Restructuring charges (a)
|
|
86
|
|
|
43
|
|
|
129
|
|
|||
Utilization
|
|
(174
|
)
|
|
(61
|
)
|
|
(235
|
)
|
|||
Balance as of October 29, 2017
|
|
28
|
|
|
17
|
|
|
45
|
|
|||
Restructuring charges (a)
|
|
153
|
|
|
75
|
|
|
228
|
|
|||
Utilization
|
|
(165
|
)
|
|
(86
|
)
|
|
(251
|
)
|
|||
Balance as of November 4, 2018
|
|
16
|
|
|
6
|
|
|
22
|
|
|||
Liabilities assumed from CA
|
|
29
|
|
|
38
|
|
|
67
|
|
|||
Restructuring charges
|
|
586
|
|
|
160
|
|
|
746
|
|
|||
Utilization
|
|
(562
|
)
|
|
(165
|
)
|
|
(727
|
)
|
|||
Balance as of November 3, 2019 (b)
|
|
$
|
69
|
|
|
$
|
39
|
|
|
$
|
108
|
|
(a)
|
Included $2 million and $5 million of restructuring charges related to discontinued operations recognized during fiscal years 2018 and 2017, respectively, which was included in loss from discontinued operations in our consolidated statements of operations.
|
(b)
|
The majority of the employee termination costs balance is expected to be paid within the first half of fiscal year 2020. The majority of the leases and other exit costs balance is expected to be paid through the fiscal year ending November 2, 2025.
|
•
|
Parent Guarantor (Broadcom)
|
•
|
Subsidiary Issuers (BTI and BRCM)
|
•
|
Non-Guarantor Subsidiaries (our other subsidiaries)
|
|
|
Condensed Consolidating Balance Sheets
|
||||||||||||||||||
|
|
November 3, 2019
|
||||||||||||||||||
|
|
Parent Guarantor
|
|
Subsidiary Issuers
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Totals
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
374
|
|
|
$
|
613
|
|
|
$
|
4,068
|
|
|
$
|
—
|
|
|
$
|
5,055
|
|
Trade accounts receivable, net
|
|
—
|
|
|
—
|
|
|
3,259
|
|
|
—
|
|
|
3,259
|
|
|||||
Inventory
|
|
—
|
|
|
—
|
|
|
874
|
|
|
—
|
|
|
874
|
|
|||||
Intercompany receivable
|
|
59
|
|
|
439
|
|
|
35
|
|
|
(533
|
)
|
|
—
|
|
|||||
Intercompany loan receivable
|
|
—
|
|
|
10,576
|
|
|
9,188
|
|
|
(19,764
|
)
|
|
—
|
|
|||||
Other current assets
|
|
58
|
|
|
37
|
|
|
634
|
|
|
—
|
|
|
729
|
|
|||||
Total current assets
|
|
491
|
|
|
11,665
|
|
|
18,058
|
|
|
(20,297
|
)
|
|
9,917
|
|
|||||
Long-term assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment, net
|
|
—
|
|
|
759
|
|
|
1,806
|
|
|
—
|
|
|
2,565
|
|
|||||
Goodwill
|
|
—
|
|
|
1,360
|
|
|
35,354
|
|
|
—
|
|
|
36,714
|
|
|||||
Intangible assets, net
|
|
—
|
|
|
76
|
|
|
17,478
|
|
|
—
|
|
|
17,554
|
|
|||||
Investment in subsidiaries
|
|
51,558
|
|
|
45,981
|
|
|
—
|
|
|
(97,539
|
)
|
|
—
|
|
|||||
Intercompany loan receivable, long-term
|
|
—
|
|
|
—
|
|
|
932
|
|
|
(932
|
)
|
|
—
|
|
|||||
Other long-term assets
|
|
25
|
|
|
95
|
|
|
623
|
|
|
—
|
|
|
743
|
|
|||||
Total assets
|
|
$
|
52,074
|
|
|
$
|
59,936
|
|
|
$
|
74,251
|
|
|
$
|
(118,768
|
)
|
|
$
|
67,493
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
|
$
|
24
|
|
|
$
|
38
|
|
|
$
|
793
|
|
|
$
|
—
|
|
|
$
|
855
|
|
Employee compensation and benefits
|
|
—
|
|
|
179
|
|
|
462
|
|
|
—
|
|
|
641
|
|
|||||
Current portion of long-term debt
|
|
—
|
|
|
2,750
|
|
|
37
|
|
|
—
|
|
|
2,787
|
|
|||||
Intercompany payable
|
|
32
|
|
|
4
|
|
|
497
|
|
|
(533
|
)
|
|
—
|
|
|||||
Intercompany loan payable
|
|
13,709
|
|
|
4,935
|
|
|
1,120
|
|
|
(19,764
|
)
|
|
—
|
|
|||||
Other current liabilities
|
|
25
|
|
|
186
|
|
|
2,405
|
|
|
—
|
|
|
2,616
|
|
|||||
Total current liabilities
|
|
13,790
|
|
|
8,092
|
|
|
5,314
|
|
|
(20,297
|
)
|
|
6,899
|
|
|||||
Long-term liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
|
13,440
|
|
|
14,731
|
|
|
1,840
|
|
|
—
|
|
|
30,011
|
|
|||||
Deferred tax liabilities
|
|
(126
|
)
|
(a)
|
(295
|
)
|
(a)
|
1,952
|
|
|
—
|
|
|
1,531
|
|
|||||
Intercompany loan payable, long-term
|
|
—
|
|
|
932
|
|
|
—
|
|
|
(932
|
)
|
|
—
|
|
|||||
Unrecognized tax benefits
|
|
—
|
|
|
2,422
|
|
|
847
|
|
|
—
|
|
|
3,269
|
|
|||||
Other long-term liabilities
|
|
—
|
|
|
107
|
|
|
706
|
|
|
—
|
|
|
813
|
|
|||||
Total liabilities
|
|
27,104
|
|
|
25,989
|
|
|
10,659
|
|
|
(21,229
|
)
|
|
42,523
|
|
|||||
Preferred stock dividend obligation
|
|
29
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|||||
Total stockholders’ equity
|
|
24,941
|
|
|
33,947
|
|
|
63,592
|
|
|
(97,539
|
)
|
|
24,941
|
|
|||||
Total liabilities and equity
|
|
$
|
52,074
|
|
|
$
|
59,936
|
|
|
$
|
74,251
|
|
|
$
|
(118,768
|
)
|
|
$
|
67,493
|
|
|
|
Condensed Consolidating Balance Sheets
|
||||||||||||||||||
|
|
November 4, 2018
|
||||||||||||||||||
|
|
Parent Guarantor
|
|
Subsidiary Issuers
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Totals
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
2,461
|
|
|
$
|
1,831
|
|
|
$
|
—
|
|
|
$
|
4,292
|
|
Trade accounts receivable, net
|
|
—
|
|
|
—
|
|
|
3,325
|
|
|
—
|
|
|
3,325
|
|
|||||
Inventory
|
|
—
|
|
|
—
|
|
|
1,124
|
|
|
—
|
|
|
1,124
|
|
|||||
Intercompany receivable
|
|
56
|
|
|
182
|
|
|
67
|
|
|
(305
|
)
|
|
—
|
|
|||||
Intercompany loan receivable
|
|
—
|
|
|
9,780
|
|
|
4,713
|
|
|
(14,493
|
)
|
|
—
|
|
|||||
Other current assets
|
|
52
|
|
|
37
|
|
|
277
|
|
|
—
|
|
|
366
|
|
|||||
Total current assets
|
|
108
|
|
|
12,460
|
|
|
11,337
|
|
|
(14,798
|
)
|
|
9,107
|
|
|||||
Long-term assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment, net
|
|
—
|
|
|
772
|
|
|
1,863
|
|
|
—
|
|
|
2,635
|
|
|||||
Goodwill
|
|
—
|
|
|
1,360
|
|
|
25,553
|
|
|
—
|
|
|
26,913
|
|
|||||
Intangible assets, net
|
|
—
|
|
|
84
|
|
|
10,678
|
|
|
—
|
|
|
10,762
|
|
|||||
Investment in subsidiaries
|
|
35,268
|
|
|
46,742
|
|
|
—
|
|
|
(82,010
|
)
|
|
—
|
|
|||||
Intercompany loan receivable, long-term
|
|
—
|
|
|
—
|
|
|
991
|
|
|
(991
|
)
|
|
—
|
|
|||||
Other long-term assets
|
|
—
|
|
|
250
|
|
|
457
|
|
|
—
|
|
|
707
|
|
|||||
Total assets
|
|
$
|
35,376
|
|
|
$
|
61,668
|
|
|
$
|
50,879
|
|
|
$
|
(97,799
|
)
|
|
$
|
50,124
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
|
$
|
19
|
|
|
$
|
44
|
|
|
$
|
748
|
|
|
$
|
—
|
|
|
$
|
811
|
|
Employee compensation and benefits
|
|
—
|
|
|
272
|
|
|
443
|
|
|
—
|
|
|
715
|
|
|||||
Intercompany payable
|
|
9
|
|
|
58
|
|
|
238
|
|
|
(305
|
)
|
|
—
|
|
|||||
Intercompany loan payable
|
|
8,691
|
|
|
4,713
|
|
|
1,089
|
|
|
(14,493
|
)
|
|
—
|
|
|||||
Other current liabilities
|
|
—
|
|
|
219
|
|
|
593
|
|
|
—
|
|
|
812
|
|
|||||
Total current liabilities
|
|
8,719
|
|
|
5,306
|
|
|
3,111
|
|
|
(14,798
|
)
|
|
2,338
|
|
|||||
Long-term liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
|
—
|
|
|
17,456
|
|
|
37
|
|
|
—
|
|
|
17,493
|
|
|||||
Deferred tax liabilities
|
|
—
|
|
|
(47
|
)
|
(a)
|
216
|
|
|
—
|
|
|
169
|
|
|||||
Intercompany loan payable, long-term
|
|
—
|
|
|
991
|
|
|
—
|
|
|
(991
|
)
|
|
—
|
|
|||||
Unrecognized tax benefits
|
|
—
|
|
|
2,563
|
|
|
525
|
|
|
—
|
|
|
3,088
|
|
|||||
Other long-term liabilities
|
|
—
|
|
|
131
|
|
|
248
|
|
|
—
|
|
|
379
|
|
|||||
Total liabilities
|
|
8,719
|
|
|
26,400
|
|
|
4,137
|
|
|
(15,789
|
)
|
|
23,467
|
|
|||||
Total stockholders’ equity
|
|
26,657
|
|
|
35,268
|
|
|
46,742
|
|
|
(82,010
|
)
|
|
26,657
|
|
|||||
Total liabilities and equity
|
|
$
|
35,376
|
|
|
$
|
61,668
|
|
|
$
|
50,879
|
|
|
$
|
(97,799
|
)
|
|
$
|
50,124
|
|
|
|
Condensed Consolidating Statements of Operations and
Comprehensive Income
|
||||||||||||||||||
|
|
Fiscal Year Ended
|
||||||||||||||||||
|
|
November 3, 2019
|
||||||||||||||||||
|
|
Parent Guarantor
|
|
Subsidiary Issuers
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Totals
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Products
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,117
|
|
|
$
|
—
|
|
|
$
|
18,117
|
|
Subscriptions and services
|
|
—
|
|
|
—
|
|
|
4,480
|
|
|
—
|
|
|
4,480
|
|
|||||
Intercompany revenue
|
|
—
|
|
|
1,573
|
|
|
—
|
|
|
(1,573
|
)
|
|
—
|
|
|||||
Total net revenue
|
|
—
|
|
|
1,573
|
|
|
22,597
|
|
|
(1,573
|
)
|
|
22,597
|
|
|||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of products sold
|
|
—
|
|
|
138
|
|
|
6,070
|
|
|
—
|
|
|
6,208
|
|
|||||
Cost of subscriptions and services
|
|
—
|
|
|
15
|
|
|
500
|
|
|
—
|
|
|
515
|
|
|||||
Intercompany cost of products sold
|
|
—
|
|
|
—
|
|
|
122
|
|
|
(122
|
)
|
|
—
|
|
|||||
Amortization of acquisition-related intangible assets
|
|
—
|
|
|
—
|
|
|
3,314
|
|
|
—
|
|
|
3,314
|
|
|||||
Restructuring charges
|
|
—
|
|
|
(7
|
)
|
|
84
|
|
|
—
|
|
|
77
|
|
|||||
Total cost of revenue
|
|
—
|
|
|
146
|
|
|
10,090
|
|
|
(122
|
)
|
|
10,114
|
|
|||||
Gross margin
|
|
—
|
|
|
1,427
|
|
|
12,507
|
|
|
(1,451
|
)
|
|
12,483
|
|
|||||
Research and development
|
|
—
|
|
|
1,885
|
|
|
2,811
|
|
|
—
|
|
|
4,696
|
|
|||||
Intercompany operating expense
|
|
—
|
|
|
—
|
|
|
1,451
|
|
|
(1,451
|
)
|
|
—
|
|
|||||
Selling, general and administrative
|
|
129
|
|
|
324
|
|
|
1,256
|
|
|
—
|
|
|
1,709
|
|
|||||
Amortization of acquisition-related intangible assets
|
|
—
|
|
|
—
|
|
|
1,898
|
|
|
—
|
|
|
1,898
|
|
|||||
Restructuring, impairment and disposal charges
|
|
—
|
|
|
17
|
|
|
719
|
|
|
—
|
|
|
736
|
|
|||||
Total operating expenses
|
|
129
|
|
|
2,226
|
|
|
8,135
|
|
|
(1,451
|
)
|
|
9,039
|
|
|||||
Operating income (loss)
|
|
(129
|
)
|
|
(799
|
)
|
|
4,372
|
|
|
—
|
|
|
3,444
|
|
|||||
Interest expense
|
|
(753
|
)
|
|
(591
|
)
|
|
(100
|
)
|
|
—
|
|
|
(1,444
|
)
|
|||||
Intercompany interest expense
|
|
(369
|
)
|
|
(162
|
)
|
|
(35
|
)
|
|
566
|
|
|
—
|
|
|||||
Other income, net
|
|
3
|
|
|
25
|
|
|
198
|
|
|
—
|
|
|
226
|
|
|||||
Intercompany interest income
|
|
—
|
|
|
308
|
|
|
258
|
|
|
(566
|
)
|
|
—
|
|
|||||
Intercompany other income (expense), net
|
|
893
|
|
|
—
|
|
|
(893
|
)
|
|
—
|
|
|
—
|
|
|||||
Income (loss) from continuing operations before income taxes and earnings in subsidiaries
|
|
(355
|
)
|
|
(1,219
|
)
|
|
3,800
|
|
|
—
|
|
|
2,226
|
|
|||||
Provision for (benefit from) income taxes
|
|
(277
|
)
|
|
136
|
|
|
(369
|
)
|
|
—
|
|
|
(510
|
)
|
|||||
Income (loss) from continuing operations before earnings in subsidiaries
|
|
(78
|
)
|
|
(1,355
|
)
|
|
4,169
|
|
|
—
|
|
|
2,736
|
|
|||||
Earnings in subsidiaries
|
|
2,802
|
|
|
5,299
|
|
|
—
|
|
|
(8,101
|
)
|
|
—
|
|
|||||
Income from continuing operations and earnings in subsidiaries
|
|
2,724
|
|
|
3,944
|
|
|
4,169
|
|
|
(8,101
|
)
|
|
2,736
|
|
|||||
Loss from discontinued operations, net of income taxes
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
|||||
Net income
|
|
$
|
2,724
|
|
|
$
|
3,944
|
|
|
$
|
4,157
|
|
|
$
|
(8,101
|
)
|
|
$
|
2,724
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
2,724
|
|
|
$
|
3,944
|
|
|
$
|
4,157
|
|
|
$
|
(8,101
|
)
|
|
$
|
2,724
|
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in actuarial loss and prior service costs associated with defined benefit pension plans and post-retirement benefit plans
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
(24
|
)
|
|||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
(24
|
)
|
|||||
Comprehensive income
|
|
$
|
2,724
|
|
|
$
|
3,944
|
|
|
$
|
4,133
|
|
|
$
|
(8,101
|
)
|
|
$
|
2,700
|
|
|
|
Condensed Consolidating Statements of Operations and
Comprehensive Income
|
||||||||||||||||||
|
|
Fiscal Year Ended
|
||||||||||||||||||
|
|
November 4, 2018
|
||||||||||||||||||
|
|
Parent Guarantor
|
|
Subsidiary Issuers
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Totals
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Products
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,754
|
|
|
$
|
—
|
|
|
$
|
19,754
|
|
Subscriptions and services
|
|
—
|
|
|
—
|
|
|
1,094
|
|
|
—
|
|
|
1,094
|
|
|||||
Intercompany revenue
|
|
—
|
|
|
1,924
|
|
|
—
|
|
|
(1,924
|
)
|
|
—
|
|
|||||
Total net revenue
|
|
—
|
|
|
1,924
|
|
|
20,848
|
|
|
(1,924
|
)
|
|
20,848
|
|
|||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of products sold
|
|
—
|
|
|
120
|
|
|
6,804
|
|
|
—
|
|
|
6,924
|
|
|||||
Cost of subscriptions and services
|
|
—
|
|
|
12
|
|
|
85
|
|
|
—
|
|
|
97
|
|
|||||
Intercompany cost of products sold
|
|
—
|
|
|
—
|
|
|
126
|
|
|
(126
|
)
|
|
—
|
|
|||||
Purchase accounting effect on inventory
|
|
—
|
|
|
—
|
|
|
70
|
|
|
—
|
|
|
70
|
|
|||||
Amortization of acquisition-related intangible assets
|
|
—
|
|
|
—
|
|
|
3,004
|
|
|
—
|
|
|
3,004
|
|
|||||
Restructuring charges
|
|
—
|
|
|
1
|
|
|
19
|
|
|
—
|
|
|
20
|
|
|||||
Total cost of revenue
|
|
—
|
|
|
133
|
|
|
10,108
|
|
|
(126
|
)
|
|
10,115
|
|
|||||
Gross margin
|
|
—
|
|
|
1,791
|
|
|
10,740
|
|
|
(1,798
|
)
|
|
10,733
|
|
|||||
Research and development
|
|
—
|
|
|
1,651
|
|
|
2,117
|
|
|
—
|
|
|
3,768
|
|
|||||
Intercompany operating expense
|
|
—
|
|
|
—
|
|
|
1,798
|
|
|
(1,798
|
)
|
|
—
|
|
|||||
Selling, general and administrative
|
|
31
|
|
|
297
|
|
|
728
|
|
|
—
|
|
|
1,056
|
|
|||||
Amortization of acquisition-related intangible assets
|
|
—
|
|
|
—
|
|
|
541
|
|
|
—
|
|
|
541
|
|
|||||
Restructuring, impairment and disposal charges
|
|
—
|
|
|
53
|
|
|
166
|
|
|
—
|
|
|
219
|
|
|||||
Litigation settlements
|
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||
Total operating expenses
|
|
31
|
|
|
2,015
|
|
|
5,350
|
|
|
(1,798
|
)
|
|
5,598
|
|
|||||
Operating income (loss)
|
|
(31
|
)
|
|
(224
|
)
|
|
5,390
|
|
|
—
|
|
|
5,135
|
|
|||||
Interest expense
|
|
—
|
|
|
(626
|
)
|
|
(2
|
)
|
|
—
|
|
|
(628
|
)
|
|||||
Intercompany interest expense
|
|
(67
|
)
|
|
(199
|
)
|
|
(1,449
|
)
|
|
1,715
|
|
|
—
|
|
|||||
Impairment on investment
|
|
—
|
|
|
—
|
|
|
(106
|
)
|
|
—
|
|
|
(106
|
)
|
|||||
Other income, net
|
|
—
|
|
|
88
|
|
|
56
|
|
|
—
|
|
|
144
|
|
|||||
Intercompany interest income
|
|
—
|
|
|
1,516
|
|
|
199
|
|
|
(1,715
|
)
|
|
—
|
|
|||||
Intercompany other income (expense), net
|
|
111
|
|
|
(56
|
)
|
|
(55
|
)
|
|
—
|
|
|
—
|
|
|||||
Income from continuing operations before income taxes and earnings in subsidiaries
|
|
13
|
|
|
499
|
|
|
4,033
|
|
|
—
|
|
|
4,545
|
|
|||||
Provision for (benefit from) income taxes
|
|
44
|
|
|
(7,878
|
)
|
|
(250
|
)
|
|
—
|
|
|
(8,084
|
)
|
|||||
Income (loss) from continuing operations before earnings in subsidiaries
|
|
(31
|
)
|
|
8,377
|
|
|
4,283
|
|
|
—
|
|
|
12,629
|
|
|||||
Earnings in subsidiaries
|
|
12,290
|
|
|
4,266
|
|
|
—
|
|
|
(16,556
|
)
|
|
—
|
|
|||||
Income from continuing operations and earnings in subsidiaries
|
|
12,259
|
|
|
12,643
|
|
|
4,283
|
|
|
(16,556
|
)
|
|
12,629
|
|
|||||
Loss from discontinued operations, net of income taxes
|
|
—
|
|
|
(2
|
)
|
|
(17
|
)
|
|
—
|
|
|
(19
|
)
|
|||||
Net income
|
|
12,259
|
|
|
12,641
|
|
|
4,266
|
|
|
(16,556
|
)
|
|
12,610
|
|
|||||
Net income attributable to noncontrolling interest
|
|
—
|
|
|
351
|
|
|
—
|
|
|
—
|
|
|
351
|
|
|||||
Net income attributable to common stock
|
|
$
|
12,259
|
|
|
$
|
12,290
|
|
|
$
|
4,266
|
|
|
$
|
(16,556
|
)
|
|
$
|
12,259
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
12,259
|
|
|
$
|
12,641
|
|
|
$
|
4,266
|
|
|
$
|
(16,556
|
)
|
|
$
|
12,610
|
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in actuarial loss and prior service costs associated with defined benefit pension plans and post-retirement benefit plans
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||||
Comprehensive income
|
|
12,259
|
|
|
12,641
|
|
|
4,258
|
|
|
(16,556
|
)
|
|
12,602
|
|
|||||
Comprehensive income attributable to noncontrolling interest
|
|
—
|
|
|
351
|
|
|
—
|
|
|
—
|
|
|
351
|
|
|||||
Comprehensive income attributable to Broadcom Inc. stockholders
|
|
$
|
12,259
|
|
|
$
|
12,290
|
|
|
$
|
4,258
|
|
|
$
|
(16,556
|
)
|
|
$
|
12,251
|
|
|
|
Condensed Consolidating Statements of Operations and
Comprehensive Income
|
||||||||||||||||||
|
|
Fiscal Year Ended
|
||||||||||||||||||
|
|
October 29, 2017
|
||||||||||||||||||
|
|
Parent Guarantor
|
|
Subsidiary Issuers
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Totals
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Products
|
|
$
|
—
|
|
|
$
|
71
|
|
|
$
|
16,962
|
|
|
$
|
—
|
|
|
$
|
17,033
|
|
Subscriptions and services
|
|
—
|
|
|
2
|
|
|
601
|
|
|
—
|
|
|
603
|
|
|||||
Intercompany revenue
|
|
—
|
|
|
2,046
|
|
|
8
|
|
|
(2,054
|
)
|
|
—
|
|
|||||
Total net revenue
|
|
—
|
|
|
2,119
|
|
|
17,571
|
|
|
(2,054
|
)
|
|
17,636
|
|
|||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of products sold
|
|
—
|
|
|
142
|
|
|
6,407
|
|
|
—
|
|
|
6,549
|
|
|||||
Cost of subscriptions and services
|
|
—
|
|
|
12
|
|
|
32
|
|
|
—
|
|
|
44
|
|
|||||
Intercompany cost of products sold
|
|
—
|
|
|
(12
|
)
|
|
174
|
|
|
(162
|
)
|
|
—
|
|
|||||
Purchase accounting effect on inventory
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||
Amortization of acquisition-related intangible assets
|
|
—
|
|
|
7
|
|
|
2,504
|
|
|
—
|
|
|
2,511
|
|
|||||
Restructuring charges
|
|
—
|
|
|
5
|
|
|
14
|
|
|
—
|
|
|
19
|
|
|||||
Total cost of revenue
|
|
—
|
|
|
154
|
|
|
9,135
|
|
|
(162
|
)
|
|
9,127
|
|
|||||
Gross margin
|
|
—
|
|
|
1,965
|
|
|
8,436
|
|
|
(1,892
|
)
|
|
8,509
|
|
|||||
Research and development
|
|
—
|
|
|
1,490
|
|
|
1,812
|
|
|
—
|
|
|
3,302
|
|
|||||
Intercompany operating expense
|
|
—
|
|
|
(66
|
)
|
|
1,958
|
|
|
(1,892
|
)
|
|
—
|
|
|||||
Selling, general and administrative
|
|
—
|
|
|
339
|
|
|
450
|
|
|
—
|
|
|
789
|
|
|||||
Amortization of acquisition-related intangible assets
|
|
—
|
|
|
7
|
|
|
1,757
|
|
|
—
|
|
|
1,764
|
|
|||||
Restructuring, impairment and disposal charges
|
|
—
|
|
|
54
|
|
|
107
|
|
|
—
|
|
|
161
|
|
|||||
Litigation settlements
|
|
—
|
|
|
—
|
|
|
122
|
|
|
—
|
|
|
122
|
|
|||||
Total operating expenses
|
|
—
|
|
|
1,824
|
|
|
6,206
|
|
|
(1,892
|
)
|
|
6,138
|
|
|||||
Operating income
|
|
—
|
|
|
141
|
|
|
2,230
|
|
|
—
|
|
|
2,371
|
|
|||||
Interest expense
|
|
—
|
|
|
(411
|
)
|
|
(43
|
)
|
|
—
|
|
|
(454
|
)
|
|||||
Intercompany interest expense
|
|
—
|
|
|
(274
|
)
|
|
(1,425
|
)
|
|
1,699
|
|
|
—
|
|
|||||
Loss on extinguishment of debt
|
|
—
|
|
|
(59
|
)
|
|
(107
|
)
|
|
—
|
|
|
(166
|
)
|
|||||
Other income, net
|
|
—
|
|
|
30
|
|
|
44
|
|
|
—
|
|
|
74
|
|
|||||
Intercompany interest income
|
|
—
|
|
|
1,425
|
|
|
274
|
|
|
(1,699
|
)
|
|
—
|
|
|||||
Intercompany other income (expense), net
|
|
—
|
|
|
(589
|
)
|
|
589
|
|
|
—
|
|
|
—
|
|
|||||
Income from continuing operations before income taxes and earnings in subsidiaries
|
|
—
|
|
|
263
|
|
|
1,562
|
|
|
—
|
|
|
1,825
|
|
|||||
Provision for (benefit from) income taxes
|
|
—
|
|
|
67
|
|
|
(32
|
)
|
|
—
|
|
|
35
|
|
|||||
Income from continuing operations before earnings in subsidiaries
|
|
—
|
|
|
196
|
|
|
1,594
|
|
|
—
|
|
|
1,790
|
|
|||||
Earnings in subsidiaries
|
|
1,692
|
|
|
1,601
|
|
|
—
|
|
|
(3,293
|
)
|
|
—
|
|
|||||
Income from continuing operations and earnings in subsidiaries
|
|
1,692
|
|
|
1,797
|
|
|
1,594
|
|
|
(3,293
|
)
|
|
1,790
|
|
|||||
Income (loss) from discontinued operations, net of income taxes
|
|
—
|
|
|
(13
|
)
|
|
7
|
|
|
—
|
|
|
(6
|
)
|
|||||
Net income
|
|
1,692
|
|
|
1,784
|
|
|
1,601
|
|
|
(3,293
|
)
|
|
1,784
|
|
|||||
Net income attributable to noncontrolling interest
|
|
—
|
|
|
92
|
|
|
—
|
|
|
—
|
|
|
92
|
|
|||||
Net income attributable to common stock
|
|
$
|
1,692
|
|
|
$
|
1,692
|
|
|
$
|
1,601
|
|
|
$
|
(3,293
|
)
|
|
$
|
1,692
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
1,692
|
|
|
$
|
1,784
|
|
|
$
|
1,601
|
|
|
$
|
(3,293
|
)
|
|
$
|
1,784
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in actuarial loss and prior service costs associated with defined benefit pension plans and post-retirement benefit plans
|
|
—
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
43
|
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
43
|
|
|||||
Comprehensive income
|
|
1,692
|
|
|
1,784
|
|
|
1,644
|
|
|
(3,293
|
)
|
|
1,827
|
|
|||||
Comprehensive income attributable to noncontrolling interest
|
|
—
|
|
|
92
|
|
|
—
|
|
|
—
|
|
|
92
|
|
|||||
Comprehensive income attributable to Broadcom Inc. stockholders
|
|
$
|
1,692
|
|
|
$
|
1,692
|
|
|
$
|
1,644
|
|
|
$
|
(3,293
|
)
|
|
$
|
1,735
|
|
|
|
Condensed Consolidating Statements of Cash Flows
|
||||||||||||||||||
|
|
Fiscal Year Ended
|
||||||||||||||||||
|
|
November 3, 2019
|
||||||||||||||||||
|
|
Parent Guarantor
|
|
Subsidiary Issuers
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Totals
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
2,724
|
|
|
$
|
3,944
|
|
|
$
|
4,157
|
|
|
$
|
(8,101
|
)
|
|
$
|
2,724
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities
|
|
(3,264
|
)
|
|
(4,571
|
)
|
|
6,707
|
|
|
8,101
|
|
|
6,973
|
|
|||||
Net cash provided by (used in) operating activities
|
|
(540
|
)
|
|
(627
|
)
|
|
10,864
|
|
|
—
|
|
|
9,697
|
|
|||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net change in intercompany loans
|
|
1,375
|
|
|
(796
|
)
|
|
(9,210
|
)
|
|
8,631
|
|
|
—
|
|
|||||
Acquisitions of businesses, net of cash acquired
|
|
(17,865
|
)
|
|
—
|
|
|
1,832
|
|
|
—
|
|
|
(16,033
|
)
|
|||||
Proceeds from sales of businesses
|
|
—
|
|
|
—
|
|
|
957
|
|
|
—
|
|
|
957
|
|
|||||
Purchases of property, plant and equipment
|
|
—
|
|
|
(165
|
)
|
|
(297
|
)
|
|
30
|
|
|
(432
|
)
|
|||||
Proceeds from disposals of property, plant and equipment
|
|
—
|
|
|
30
|
|
|
88
|
|
|
(30
|
)
|
|
88
|
|
|||||
Purchases of investments
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Proceeds from sales of investments
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||
Other
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
Net cash used in investing activities
|
|
(16,495
|
)
|
|
(931
|
)
|
|
(6,627
|
)
|
|
8,631
|
|
|
(15,422
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net intercompany borrowings
|
|
9,818
|
|
|
156
|
|
|
(1,343
|
)
|
|
(8,631
|
)
|
|
—
|
|
|||||
Proceeds from long-term borrowings
|
|
28,793
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,793
|
|
|||||
Repayment of debt
|
|
(16,400
|
)
|
|
—
|
|
|
(400
|
)
|
|
—
|
|
|
(16,800
|
)
|
|||||
Other borrowings
|
|
986
|
|
|
—
|
|
|
255
|
|
|
—
|
|
|
1,241
|
|
|||||
Dividend and distribution payments on common stock and exchangeable limited partnership units
|
|
(4,235
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,235
|
)
|
|||||
Repurchases of common stock - repurchase program
|
|
(5,435
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,435
|
)
|
|||||
Shares repurchased for tax withholdings on vesting of equity awards
|
|
—
|
|
|
(446
|
)
|
|
(526
|
)
|
|
—
|
|
|
(972
|
)
|
|||||
Issuance of preferred stock, net
|
|
3,679
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,679
|
|
|||||
Issuance of common stock
|
|
253
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
253
|
|
|||||
Other
|
|
(50
|
)
|
|
—
|
|
|
14
|
|
|
—
|
|
|
(36
|
)
|
|||||
Net cash provided by (used in) financing activities
|
|
17,409
|
|
|
(290
|
)
|
|
(2,000
|
)
|
|
(8,631
|
)
|
|
6,488
|
|
|||||
Net change in cash and cash equivalents
|
|
374
|
|
|
(1,848
|
)
|
|
2,237
|
|
|
—
|
|
|
763
|
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
2,461
|
|
|
1,831
|
|
|
—
|
|
|
4,292
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
374
|
|
|
$
|
613
|
|
|
$
|
4,068
|
|
|
$
|
—
|
|
|
$
|
5,055
|
|
|
|
Condensed Consolidating Statements of Cash Flows
|
||||||||||||||||||
|
|
Fiscal Year Ended
|
||||||||||||||||||
|
|
November 4, 2018
|
||||||||||||||||||
|
|
Parent Guarantor
|
|
Subsidiary Issuers
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Totals
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
12,259
|
|
|
$
|
12,641
|
|
|
$
|
4,266
|
|
|
$
|
(16,556
|
)
|
|
$
|
12,610
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities
|
|
(12,323
|
)
|
|
(12,893
|
)
|
|
4,701
|
|
|
16,785
|
|
|
(3,730
|
)
|
|||||
Net cash provided by (used in) operating activities
|
|
(64
|
)
|
|
(252
|
)
|
|
8,967
|
|
|
229
|
|
|
8,880
|
|
|||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany contributions paid
|
|
—
|
|
|
(9,099
|
)
|
|
(3,002
|
)
|
|
12,101
|
|
|
—
|
|
|||||
Distributions received from subsidiaries
|
|
—
|
|
|
—
|
|
|
1,521
|
|
|
(1,521
|
)
|
|
—
|
|
|||||
Net change in intercompany loans
|
|
—
|
|
|
2,637
|
|
|
(261
|
)
|
|
(2,376
|
)
|
|
—
|
|
|||||
Acquisitions of businesses, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(4,800
|
)
|
|
—
|
|
|
(4,800
|
)
|
|||||
Proceeds from sales of businesses
|
|
—
|
|
|
—
|
|
|
773
|
|
|
—
|
|
|
773
|
|
|||||
Purchases of property, plant and equipment
|
|
—
|
|
|
(196
|
)
|
|
(497
|
)
|
|
58
|
|
|
(635
|
)
|
|||||
Proceeds from disposals of property, plant and equipment
|
|
—
|
|
|
55
|
|
|
242
|
|
|
(58
|
)
|
|
239
|
|
|||||
Purchases of investments
|
|
—
|
|
|
(50
|
)
|
|
(199
|
)
|
|
—
|
|
|
(249
|
)
|
|||||
Proceeds from sales of investments
|
|
—
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
54
|
|
|||||
Other
|
|
—
|
|
|
(50
|
)
|
|
(6
|
)
|
|
—
|
|
|
(56
|
)
|
|||||
Net cash used in investing activities
|
|
—
|
|
|
(6,649
|
)
|
|
(6,229
|
)
|
|
8,204
|
|
|
(4,674
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany contributions received
|
|
—
|
|
|
3,231
|
|
|
9,099
|
|
|
(12,330
|
)
|
|
—
|
|
|||||
Net intercompany borrowings
|
|
8,690
|
|
|
261
|
|
|
(11,327
|
)
|
|
2,376
|
|
|
—
|
|
|||||
Repayment of debt
|
|
—
|
|
|
(117
|
)
|
|
(856
|
)
|
|
—
|
|
|
(973
|
)
|
|||||
Dividend and distribution payments on common stock and exchangeable limited partnership units
|
|
(1,477
|
)
|
|
(1,521
|
)
|
|
(1,521
|
)
|
|
1,521
|
|
|
(2,998
|
)
|
|||||
Repurchases of common stock - repurchase program
|
|
(7,258
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,258
|
)
|
|||||
Shares repurchased for tax withholdings on vesting of equity awards
|
|
—
|
|
|
(20
|
)
|
|
(36
|
)
|
|
—
|
|
|
(56
|
)
|
|||||
Issuance of common stock
|
|
109
|
|
|
—
|
|
|
103
|
|
|
—
|
|
|
212
|
|
|||||
Other
|
|
—
|
|
|
(27
|
)
|
|
(18
|
)
|
|
—
|
|
|
(45
|
)
|
|||||
Net cash provided by (used in) financing activities
|
|
64
|
|
|
1,807
|
|
|
(4,556
|
)
|
|
(8,433
|
)
|
|
(11,118
|
)
|
|||||
Net change in cash and cash equivalents
|
|
—
|
|
|
(5,094
|
)
|
|
(1,818
|
)
|
|
—
|
|
|
(6,912
|
)
|
|||||
Cash and cash equivalents at the beginning of period
|
|
—
|
|
|
7,555
|
|
|
3,649
|
|
|
—
|
|
|
11,204
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
2,461
|
|
|
$
|
1,831
|
|
|
$
|
—
|
|
|
$
|
4,292
|
|
|
|
Condensed Consolidating Statements of Cash Flows
|
||||||||||||||||||
|
|
Fiscal Year Ended
|
||||||||||||||||||
|
|
October 29, 2017
|
||||||||||||||||||
|
|
Parent Guarantor
|
|
Subsidiary Issuers
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Totals
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
1,692
|
|
|
$
|
1,784
|
|
|
$
|
1,601
|
|
|
$
|
(3,293
|
)
|
|
$
|
1,784
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
(1,692
|
)
|
|
924
|
|
|
2,077
|
|
|
3,458
|
|
|
4,767
|
|
|||||
Net cash provided by operating activities
|
|
—
|
|
|
2,708
|
|
|
3,678
|
|
|
165
|
|
|
6,551
|
|
|||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany contributions paid
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
40
|
|
|
—
|
|
|||||
Distributions received from subsidiaries
|
|
—
|
|
|
—
|
|
|
1,834
|
|
|
(1,834
|
)
|
|
—
|
|
|||||
Net change in intercompany loans
|
|
—
|
|
|
(286
|
)
|
|
5,835
|
|
|
(5,549
|
)
|
|
—
|
|
|||||
Acquisitions of businesses, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
(40
|
)
|
|||||
Proceeds from sales of businesses
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|||||
Purchases of property, plant and equipment
|
|
—
|
|
|
(254
|
)
|
|
(841
|
)
|
|
26
|
|
|
(1,069
|
)
|
|||||
Proceeds from disposals of property, plant and equipment
|
|
—
|
|
|
25
|
|
|
442
|
|
|
(26
|
)
|
|
441
|
|
|||||
Purchases of investments
|
|
—
|
|
|
(200
|
)
|
|
(7
|
)
|
|
—
|
|
|
(207
|
)
|
|||||
Proceeds from maturities of investments
|
|
—
|
|
|
200
|
|
|
—
|
|
|
—
|
|
|
200
|
|
|||||
Other
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|||||
Net cash provided by (used in) investing activities
|
|
—
|
|
|
(515
|
)
|
|
7,184
|
|
|
(7,343
|
)
|
|
(674
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany contributions received
|
|
—
|
|
|
205
|
|
|
—
|
|
|
(205
|
)
|
|
—
|
|
|||||
Net intercompany borrowings
|
|
—
|
|
|
(5,797
|
)
|
|
248
|
|
|
5,549
|
|
|
—
|
|
|||||
Proceeds from long-term borrowings
|
|
—
|
|
|
17,426
|
|
|
—
|
|
|
—
|
|
|
17,426
|
|
|||||
Repayment of debt
|
|
—
|
|
|
(5,704
|
)
|
|
(7,964
|
)
|
|
—
|
|
|
(13,668
|
)
|
|||||
Dividend and distribution payments on common stock and exchangeable limited partnership units
|
|
—
|
|
|
(1,834
|
)
|
|
(1,745
|
)
|
|
1,834
|
|
|
(1,745
|
)
|
|||||
Issuance of common stock
|
|
—
|
|
|
—
|
|
|
257
|
|
|
—
|
|
|
257
|
|
|||||
Other
|
|
—
|
|
|
(26
|
)
|
|
(14
|
)
|
|
—
|
|
|
(40
|
)
|
|||||
Net cash provided by (used in) financing activities
|
|
—
|
|
|
4,270
|
|
|
(9,218
|
)
|
|
7,178
|
|
|
2,230
|
|
|||||
Net change in cash and cash equivalents
|
|
—
|
|
|
6,463
|
|
|
1,644
|
|
|
—
|
|
|
8,107
|
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
1,092
|
|
|
2,005
|
|
|
—
|
|
|
3,097
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
7,555
|
|
|
$
|
3,649
|
|
|
$
|
—
|
|
|
$
|
11,204
|
|
|
|
Fiscal Quarter Ended
|
||||||||||||||||||||||||||||||
|
|
November 3,
2019 (1)
|
|
August 4,
2019 (2)
|
|
May 5,
2019 (3)
|
|
February 3,
2019 (4)
|
|
November 4,
2018 (5)
|
|
August 5,
2018 (6)
|
|
May 6,
2018 (7)
|
|
February 4,
2018 (8)
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
(In millions, except per share data)
|
||||||||||||||||||||||||||||||
Total net revenue (9)
|
|
$
|
5,776
|
|
|
$
|
5,515
|
|
|
$
|
5,517
|
|
|
$
|
5,789
|
|
|
$
|
5,444
|
|
|
$
|
5,063
|
|
|
$
|
5,014
|
|
|
$
|
5,327
|
|
Gross margin
|
|
$
|
3,152
|
|
|
$
|
3,034
|
|
|
$
|
3,089
|
|
|
$
|
3,208
|
|
|
$
|
2,935
|
|
|
$
|
2,619
|
|
|
$
|
2,551
|
|
|
$
|
2,628
|
|
Operating income
|
|
$
|
1,054
|
|
|
$
|
865
|
|
|
$
|
970
|
|
|
$
|
555
|
|
|
$
|
1,652
|
|
|
$
|
1,339
|
|
|
$
|
1,201
|
|
|
$
|
943
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income from continuing operations
|
|
$
|
847
|
|
|
$
|
715
|
|
|
$
|
693
|
|
|
$
|
481
|
|
|
$
|
1,115
|
|
|
$
|
1,197
|
|
|
$
|
3,736
|
|
|
$
|
6,581
|
|
Loss from discontinued operations, net of income taxes
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(10
|
)
|
|
—
|
|
|
(1
|
)
|
|
(3
|
)
|
|
(15
|
)
|
||||||||
Net income
|
|
847
|
|
|
715
|
|
|
691
|
|
|
471
|
|
|
1,115
|
|
|
1,196
|
|
|
3,733
|
|
|
6,566
|
|
||||||||
Dividends on preferred stock
|
|
29
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
336
|
|
||||||||
Net income attributable to common stock
|
|
$
|
818
|
|
|
$
|
715
|
|
|
$
|
691
|
|
|
$
|
471
|
|
|
$
|
1,115
|
|
|
$
|
1,196
|
|
|
$
|
3,718
|
|
|
$
|
6,230
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Diluted income per share attributable to common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income per share from continuing operations
|
|
$
|
1.97
|
|
|
$
|
1.71
|
|
|
$
|
1.64
|
|
|
$
|
1.15
|
|
|
$
|
2.64
|
|
|
$
|
2.71
|
|
|
$
|
8.34
|
|
|
$
|
14.66
|
|
Loss per share from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.03
|
)
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|
(0.04
|
)
|
||||||||
Net income per share
|
|
$
|
1.97
|
|
|
$
|
1.71
|
|
|
$
|
1.64
|
|
|
$
|
1.12
|
|
|
$
|
2.64
|
|
|
$
|
2.71
|
|
|
$
|
8.33
|
|
|
$
|
14.62
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Dividends declared and paid per share
|
|
$
|
2.65
|
|
|
$
|
2.65
|
|
|
$
|
2.65
|
|
|
$
|
2.65
|
|
|
$
|
1.75
|
|
|
$
|
1.75
|
|
|
$
|
1.75
|
|
|
$
|
1.75
|
|
Dividends declared and paid per share-full year
|
|
$
|
10.60
|
|
|
|
|
|
|
|
|
$
|
7.00
|
|
|
|
|
|
|
|
(1)
|
Includes amortization of acquisition-related intangible assets of $1,301 million.
|
(2)
|
Includes amortization of acquisition-related intangible assets of $1,303 million.
|
(3)
|
Includes amortization of acquisition-related intangible assets of $1,299 million.
|
(4)
|
Includes the results of CA beginning with the fiscal quarter ended February 3, 2019 in connection with the completion of the CA Merger on November 5, 2018. Also includes amortization of acquisition-related intangible assets of $1,309 million and restructuring, impairment and disposal charges of $629 million.
|
(5)
|
Includes amortization of acquisition-related intangible assets of $829 million and impairment on investment of $106 million.
|
(6)
|
Includes amortization of acquisition-related intangible assets of $830 million.
|
(7)
|
Includes amortization of acquisition-related intangible assets of $832 million.
|
(8)
|
Includes the results of Brocade beginning with the fiscal quarter ended February 4, 2018 in connection with the completion of the Brocade Merger on November 17, 2017. Also includes amortization of acquisition-related intangible assets of $1,054 million, a purchase accounting effect on inventory charge of $70 million and restructuring, impairment and disposal charges of $145 million.
|
(9)
|
At the beginning of fiscal year 2019, we adopted Topic 606. Periods prior to fiscal year 2019 are presented in accordance with Accounting Standards Codification 605, Revenue Recognition. Refer to Note 3. “Revenue from Contracts with Customers” included in Part II, Item 8. for additional information on our adoption of Topic 606.
|
|
|
Balance at
Beginning of Period |
|
Additions to
Allowances
|
|
Charges
Utilized/ Write-offs |
|
Balance at
End of Period |
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(In millions)
|
||||||||||||||
Accounts receivable allowances:
|
|
|
|
|
|
|
|
|
||||||||
Distributor credit allowances (1)
|
|
|
|
|
|
|
|
|
||||||||
Fiscal year ended November 3, 2019
|
|
$
|
151
|
|
|
$
|
705
|
|
|
$
|
(703
|
)
|
|
$
|
153
|
|
Fiscal year ended November 4, 2018
|
|
$
|
177
|
|
|
$
|
882
|
|
|
$
|
(908
|
)
|
|
$
|
151
|
|
Fiscal year ended October 29, 2017
|
|
$
|
252
|
|
|
$
|
1,176
|
|
|
$
|
(1,251
|
)
|
|
$
|
177
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other accounts receivable allowances (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fiscal year ended November 3, 2019
|
|
$
|
12
|
|
|
$
|
99
|
|
|
$
|
(73
|
)
|
|
$
|
38
|
|
Fiscal year ended November 4, 2018
|
|
$
|
31
|
|
|
$
|
116
|
|
|
$
|
(135
|
)
|
|
$
|
12
|
|
Fiscal year ended October 29, 2017
|
|
$
|
40
|
|
|
$
|
49
|
|
|
$
|
(58
|
)
|
|
$
|
31
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income tax valuation allowances
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fiscal year ended November 3, 2019
|
|
$
|
1,347
|
|
|
$
|
283
|
|
|
$
|
(68
|
)
|
|
$
|
1,562
|
|
Fiscal year ended November 4, 2018
|
|
$
|
1,447
|
|
|
$
|
314
|
|
|
$
|
(414
|
)
|
|
$
|
1,347
|
|
Fiscal year ended October 29, 2017
|
|
$
|
1,003
|
|
|
$
|
460
|
|
|
$
|
(16
|
)
|
|
$
|
1,447
|
|
(1)
|
Distributor credit allowances relate to price adjustments and other allowances.
|
(2)
|
Other accounts receivable allowances primarily include sales returns and allowance for doubtful accounts.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
•
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of us are being made only in accordance with authorizations of management and directors; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
Exhibit
No.
|
|
|
|
Incorporated by Referenced Herein
|
|
Filed
Herewith
|
||
|
Description
|
|
Form
|
|
Filing Date
|
|
||
|
|
|
|
|
|
|
|
|
2.1#
|
|
|
Avago Technologies Limited Current Report on Form 8-K (Commission File No. 001-34428)
|
|
May 29, 2015
|
|
|
|
2.2
|
|
|
Avago Technologies Limited Current Report on Form 8-K (Commission File No. 001-34428)
|
|
July 31, 2015
|
|
|
|
2.3#
|
|
|
Broadcom Limited Current Report on Form 8-K/A (Commission File No. 001-37690)
|
|
November 2, 2016
|
|
|
|
2.4#
|
|
|
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-34889)
|
|
July 12, 2018
|
|
|
Exhibit
No.
|
|
|
|
Incorporated by Referenced Herein
|
|
Filed
Herewith
|
||
|
Description
|
|
Form
|
|
Filing Date
|
|
||
2.5#
|
|
|
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449)
|
|
August 9, 2019
|
|
|
|
3.1
|
|
|
Broadcom Inc. Current Report on Form 8-K12B (Commission File No. 001-38449)
|
|
April 4, 2018
|
|
|
|
3.2
|
|
|
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449)
|
|
September 30, 2019
|
|
|
|
3.3
|
|
|
Broadcom Inc. Current Report on Form 8-K12B (Commission File No. 001-38449)
|
|
April 4, 2018
|
|
|
|
4.1
|
|
|
Broadcom Inc. Quarterly Report on Form 10-Q (Commission File No. 001-34889)
|
|
June 14, 2018
|
|
|
|
4.2
|
|
|
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449)
|
|
September 30, 2019
|
|
|
|
4.3
|
|
|
|
|
|
|
X
|
|
4.4
|
|
|
|
|
|
|
X
|
|
4.5
|
|
|
Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)
|
|
January 20, 2017
|
|
|
|
4.6
|
|
|
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-34889)
|
|
April 9, 2018
|
|
|
|
4.7
|
|
|
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-34889)
|
|
January 25, 2019
|
|
|
|
4.8
|
|
|
Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)
|
|
January 20, 2017
|
|
|
|
4.9
|
|
|
Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)
|
|
January 20, 2017
|
|
|
|
4.10
|
|
|
Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)
|
|
January 20, 2017
|
|
|
|
4.11
|
|
|
Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)
|
|
January 20, 2017
|
|
|
|
4.12
|
|
|
Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)
|
|
October 17, 2017
|
|
|
|
4.13
|
|
|
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449)
|
|
April 9, 2018
|
|
|
|
4.14
|
|
|
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449)
|
|
January 25, 2019
|
|
|
Exhibit
No.
|
|
|
|
Incorporated by Referenced Herein
|
|
Filed
Herewith
|
||
|
Description
|
|
Form
|
|
Filing Date
|
|
||
4.15
|
|
|
Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)
|
|
October 17, 2017
|
|
|
|
4.16
|
|
|
Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)
|
|
October 17, 2017
|
|
|
|
4.17
|
|
|
Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)
|
|
October 17, 2017
|
|
|
|
4.18
|
|
|
Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)
|
|
October 17, 2017
|
|
|
|
4.19
|
|
|
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-34889)
|
|
April 5, 2019
|
|
|
|
4.20
|
|
|
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-34889)
|
|
April 5, 2019
|
|
|
|
4.21
|
|
|
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-34889)
|
|
April 5, 2019
|
|
|
|
4.22
|
|
|
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-34889)
|
|
April 5, 2019
|
|
|
|
4.23
|
|
|
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-34889)
|
|
April 5, 2019
|
|
|
|
4.24
|
|
|
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-34889)
|
|
April 5, 2019
|
|
|
|
4.25
|
|
|
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-34889)
|
|
April 5, 2019
|
|
|
|
10.1
|
|
|
Broadcom Inc. Current Report on Form 8-K12B (Commission File No. 001-38449)
|
|
April 4, 2018
|
|
|
|
10.2
|
|
|
Broadcom Limited Quarterly Report on Form 10-Q (Commission File No. 001-37690)
|
|
June 9, 2016
|
|
|
|
10.3
|
|
|
Broadcom Limited Quarterly Report on Form 10-Q (Commission File No. 001-37690)
|
|
June 9, 2016
|
|
|
|
10.4
|
|
|
Broadcom Limited Current Report on Form 8-K12B (Commission File No. 001-37690)
|
|
February 2, 2016
|
|
|
|
10.5
|
|
|
Avago Technologies Limited Quarterly Report on Form 10-Q (Commission File No. 001-34428)
|
|
September 13, 2013
|
|
|
|
10.6
|
|
|
Avago Technologies Finance Pte. Ltd. Amendment No. 1 to Annual Report on Form 20-F/A (Commission File No. 333-137664)
|
|
February 27, 2008
|
|
|
Exhibit
No.
|
|
|
|
Incorporated by Referenced Herein
|
|
Filed
Herewith
|
||
|
Description
|
|
Form
|
|
Filing Date
|
|
||
10.7
|
|
|
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-34889)
|
|
May 7, 2019
|
|
|
|
10.8
|
|
|
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-34889)
|
|
November 4, 2019
|
|
|
|
10.9
|
|
|
Avago Technologies Limited Registration Annual Report on Form 10-K (Commission File No. 001-33428)
|
|
December 15, 2010
|
|
|
|
10.10
|
|
|
Avago Technologies Limited Registration Annual Report on Form 10-K (Commission File No. 001-33428)
|
|
December 17, 2015
|
|
|
|
10.11
|
|
|
Broadcom Limited Quarterly Report on Form 10-Q (Commission File No. 001-37690)
|
|
March 10, 2016
|
|
|
|
10.12
|
|
|
Avago Technologies Finance Pte. Ltd. Registration Statement on Form F-4 (Commission File No. 333-137664)
|
|
November 15, 2006
|
|
|
|
10.13
|
|
|
Avago Technologies Finance Pte. Ltd. Registration Statement on Form F-4 (Commission File No. 333-137664)
|
|
November 15, 2006
|
|
|
|
10.14
|
|
|
Avago Technologies Finance Pte. Ltd. Registration Statement on Form F-4 (Commission File No. 333-137664)
|
|
November 15, 2006
|
|
|
|
10.15
|
|
|
Avago Technologies Finance Pte. Ltd. Registration Statement on Form F-4 (Commission File No. 333-137664)
|
|
November 15, 2006
|
|
|
|
10.16
|
|
|
Broadcom Limited Annual Report on Form 10-K (Commission File No. 001-37690)
|
|
December 21, 2017
|
|
|
Exhibit
No.
|
|
|
|
Incorporated by Referenced Herein
|
|
Filed
Herewith
|
||
|
Description
|
|
Form
|
|
Filing Date
|
|
||
10.17*
|
|
|
Broadcom Corporation Current Report on Form 8-K/A (Commission File No. 000-23993)
|
|
July 23, 2009
|
|
|
|
10.18+
|
|
|
Avago Technologies Limited Registration Statement on Form S-1 (Commission File No. 333-153127)
|
|
July 27, 2009
|
|
|
|
10.19+
|
|
|
Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)
|
|
February 2, 2016
|
|
|
|
10.20+
|
|
|
Broadcom Inc. Current Report on Form 8-K12B (Commission File No. 001-38449)
|
|
April 4, 2018
|
|
|
|
10.21+
|
|
|
Avago Technologies Limited Registration Statement on Form S-8 (Commission File No. 333-195741)
|
|
May 6, 2014
|
|
|
|
10.22+
|
|
|
Broadcom Limited Annual Report on Form 10-K (Commission File No. 001-37690)
|
|
December 23, 2016
|
|
|
|
10.23+
|
|
|
Broadcom Inc. Current Report on Form 8-K12B (Commission File No. 001-38449)
|
|
April 4, 2018
|
|
|
|
10.24+
|
|
|
Broadcom Corporation Annual Report on Form 10-K (Commission File No. 000-23993)
|
|
January 29, 2015
|
|
|
|
10.25+
|
|
|
Broadcom Limited Annual Report on Form 10-K (Commission File No. 001-37690)
|
|
December 23, 2016
|
|
|
|
10.26+
|
|
|
Broadcom Inc. Current Report on Form 8-K12B (Commission File No. 001-38449)
|
|
April 4, 2018
|
|
|
|
10.27+
|
|
|
Broadcom Corporation Annual Report on Form 10-K (Commission File No. 000-23993)
|
|
February 2, 2011
|
|
|
|
10.28+
|
|
|
Broadcom Limited Annual Report on Form 10-K (Commission File No. 001-37690)
|
|
December 23, 2016
|
|
|
|
10.29+
|
|
|
Brocade Communication Systems, Inc. Current Report on Form 8-K (Commission File No. 000-25601)
|
|
April 12, 2017
|
|
|
|
10.30+
|
|
|
Broadcom Limited Registration Statement on Form S-8 (Commission File No. 333-221654)
|
|
November 11, 2017
|
|
|
|
10.31+
|
|
|
Broadcom Inc. Current Report on Form 8-12B (Commission File No. 001-38449)
|
|
April 4, 2018
|
|
|
|
10.32+
|
|
|
Brocade Communication Systems, Inc. Post-Effective Amendment No. 1 to Form S-4 on Form S-8 Registration Statement (Commission File No. 333-211823)
|
|
June 3, 2016
|
|
|
|
10.33+
|
|
|
Broadcom Limited Registration Statement on Form S-8 (Commission File No. 333-221654)
|
|
November 11, 2017
|
|
|
Exhibit
No.
|
|
|
|
Incorporated by Referenced Herein
|
|
Filed
Herewith
|
||
|
Description
|
|
Form
|
|
Filing Date
|
|
||
10.34+
|
|
|
Broadcom Inc. Current Report on Form 8-K12B (Commission File No. 001-38449)
|
|
April 4, 2018
|
|
|
|
10.35+
|
|
|
Broadcom Inc. Registration Statement on Form S-8 (Commission File No. 333-228175
|
|
November 5, 2018
|
|
|
|
10.36+
|
|
|
Broadcom Limited Annual Report on Form 10-K (Commission File No. 001-37690)
|
|
December 23, 2016
|
|
|
|
10.37+
|
|
|
Amendment No. 5 to Avago Technologies Limited Registration Statement on Form S-1 (Commission File No. 333-153127)
|
|
July 27, 2009
|
|
|
|
10.38+
|
|
|
Avago Technologies Limited Quarterly Report on Form 10-Q (Commission File No. 001-34428)
|
|
June 7, 2013
|
|
|
|
10.39+
|
|
|
Broadcom Limited Quarterly Report on Form 10-Q (Commission File No. 001-37690)
|
|
March 10, 2016
|
|
|
|
10.40+
|
|
|
Broadcom Limited Annual Report on Form 10-K (Commission File No. 001-37690)
|
|
December 21, 2017
|
|
|
|
10.41+
|
|
|
Broadcom Inc. Quarterly Report on Form 10-Q (Commission File No. 001-38449)
|
|
June 16, 2018
|
|
|
|
10.42+
|
|
|
Broadcom Inc. Annual Report on Form 10-K (Commission File No. 001-38449)
|
|
December 21, 2018
|
|
|
|
10.43+
|
|
|
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-34889)
|
|
December 6, 2018
|
|
|
|
10.44+
|
|
|
Broadcom Limited Quarterly Report on Form 10-Q (Commission File No. 001-37690)
|
|
March 9, 2017
|
|
|
|
10.45+
|
|
|
Broadcom Limited Quarterly Report on Form 10-Q (Commission File No. 001-37690)
|
|
March 15, 2018
|
|
|
|
10.46+
|
|
|
Broadcom Inc. Quarterly Report on Form 10-Q (Commission File No. 001-38449)
|
|
June 16, 2018
|
|
|
|
10.47+
|
|
|
Broadcom Inc. Annual Report on Form 10-K (Commission File No. 001-38449)
|
|
December 21, 2018
|
|
|
|
10.48+
|
|
|
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-34889)
|
|
December 6, 2018
|
|
|
Exhibit
No.
|
|
|
|
Incorporated by Referenced Herein
|
|
Filed
Herewith
|
||
|
Description
|
|
Form
|
|
Filing Date
|
|
||
10.49+
|
|
|
Avago Technologies Limited Registration Statement on Form S-8 (Commission File No. 333-196438)
|
|
June 2, 2014
|
|
|
|
10.50+
|
|
|
Avago Technologies Limited Registration Statement on Form S-8 (Commission File No. 333-196438)
|
|
June 2, 2014
|
|
|
|
10.51+
|
|
|
Broadcom Limited Quarterly Report on Form 10-Q (Commission File No. 001-37690)
|
|
March 10, 2016
|
|
|
|
10.52+
|
|
|
Broadcom Limited Annual Report on Form 10-K (Commission File No. 001-37690)
|
|
December 21, 2017
|
|
|
|
10.53+
|
|
|
Broadcom Inc. Quarterly Report on Form 10-Q (Commission File No. 001-34889)
|
|
June 16, 2018
|
|
|
|
10.54+
|
|
|
Broadcom Inc. Annual Report on Form 10-K (Commission File No. 001-38449)
|
|
December 21, 2018
|
|
|
|
10.55+
|
|
|
Broadcom Corporation Quarterly Report on Form 10-Q (Commission File No. 000-23993)
|
|
April 24, 2014
|
|
|
|
10.56+
|
|
|
Broadcom Corporation Quarterly Report on Form 10-Q (Commission File No. 000-23993)
|
|
July 30, 2015
|
|
|
|
10.57+
|
|
|
Broadcom Corporation Annual Report on Form 10-K (Commission File No. 000-23993)
|
|
January 30, 2014
|
|
|
|
10.58+
|
|
|
Broadcom Corporation Quarterly Report on Form 10-Q (Commission File No. 000-23993)
|
|
April 24, 2014
|
|
|
|
10.59+
|
|
|
Broadcom Limited Quarterly Report on Form 10-Q (Commission File No. 001-37690)
|
|
March 10, 2016
|
|
|
|
10.60+
|
|
|
Broadcom Limited Annual Report on Form 10-K (Commission File No. 001-37690)
|
|
December 21, 2017
|
|
|
|
10.61+
|
|
|
Broadcom Inc. Quarterly Report on Form 10-Q (Commission File No. 001-34889)
|
|
June 16, 2018
|
|
|
|
10.62+
|
|
|
Broadcom Inc. Annual Report on Form 10-K (Commission File No. 001-38449)
|
|
December 21, 2018
|
|
|
|
10.63+
|
|
|
|
|
|
|
X
|
Exhibit
No.
|
|
|
|
Incorporated by Referenced Herein
|
|
Filed
Herewith
|
||
|
Description
|
|
Form
|
|
Filing Date
|
|
||
10.64+
|
|
|
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-34889)
|
|
December 6, 2018
|
|
|
|
10.65+
|
|
|
Broadcom Limited Quarterly Report on Form 10-Q (Commission File No. 001-37690)
|
|
March 9, 2017
|
|
|
|
10.66+
|
|
|
Broadcom Limited Quarterly Report on Form 10-Q (Commission File No. 001-37690)
|
|
March 15, 2018
|
|
|
|
10.67+
|
|
|
Broadcom Inc. Quarterly Report on Form 10-Q (Commission File No. 001-34889)
|
|
June 16, 2018
|
|
|
|
10.68+
|
|
|
Broadcom Inc. Annual Report on Form 10-K (Commission File No. 001-38449)
|
|
December 21, 2018
|
|
|
|
10.69+
|
|
|
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-34889)
|
|
December 6, 2018
|
|
|
|
10.70+
|
|
|
|
|
|
|
|
X
|
10.71+
|
|
|
Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)
|
|
June 16, 2016
|
|
|
|
10.72+
|
|
|
Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690)
|
|
June 19, 2017
|
|
|
|
10.73+
|
|
|
Broadcom Inc. Quarterly Report on Form 10-Q (Commission File No. 001-34889)
|
|
March 15, 2019
|
|
|
|
10.74+
|
|
|
Broadcom Inc. Quarterly Report on Form 10-Q (Commission File No. 001-34889)
|
|
March 15, 2019
|
|
|
|
10.75+
|
|
|
Broadcom Inc. Quarterly Report on Form 10-Q (Commission File No. 001-34889)
|
|
June 16, 2018
|
|
|
|
10.76+
|
|
|
Broadcom Inc. Quarterly Report on Form 10-Q (Commission File No. 001-34889)
|
|
June 16, 2018
|
|
|
|
10.77+
|
|
|
Broadcom Inc. Quarterly Report on Form 10-Q (Commission File No. 001-34889)
|
|
June 16, 2018
|
|
|
|
10.78+
|
|
|
Broadcom Inc. Quarterly Report on Form 10-Q (Commission File No. 001-34889)
|
|
June 16, 2018
|
|
|
|
10.79+
|
|
|
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-34889)
|
|
September 13, 2019
|
|
|
|
10.80+
|
|
|
Avago Technologies Limited Quarterly Report on Form 10-Q (Commission File No. 001-34428)
|
|
June 10, 2015
|
|
|
Exhibit
No.
|
|
|
|
Incorporated by Referenced Herein
|
|
Filed
Herewith
|
||
|
Description
|
|
Form
|
|
Filing Date
|
|
||
21.1
|
|
|
|
|
|
|
X
|
|
23.1
|
|
|
|
|
|
|
X
|
|
24.1
|
|
|
|
|
|
|
X
|
|
31.1
|
|
|
|
|
|
|
X
|
|
31.2
|
|
|
|
|
|
|
X
|
|
32.1
|
|
|
|
|
|
|
X
|
|
32.2
|
|
|
|
|
|
|
X
|
|
101.INS
|
|
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.SCH
|
|
XBRL Schema Document
|
|
|
|
|
|
X
|
101.CAL
|
|
XBRL Calculation Linkbase Document
|
|
|
|
|
|
X
|
101.DEF
|
|
XBRL Definition Linkbase Document
|
|
|
|
|
|
X
|
101.LAB
|
|
XBRL Labels Linkbase Document
|
|
|
|
|
|
X
|
101.PRE
|
|
XBRL Presentation Linkbase Document
|
|
|
|
|
|
X
|
104
|
|
Cover 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
|
+
|
|
Indicates a management contract or compensatory plan or arrangement.
|
#
|
|
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Broadcom Inc. hereby undertakes to furnish supplementally copies of any omitted schedules upon request by the SEC.
|
*
|
|
Certain information omitted pursuant to a request for confidential treatment filed with the SEC.
|
|
BROADCOM INC.
|
||
|
|
|
|
|
By:
|
/s/ Hock E. Tan
|
|
|
|
Name:
|
Hock E. Tan
|
|
|
Title:
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Hock E. Tan
|
|
President and Chief Executive
Officer and Director
(Principal Executive Officer)
|
|
December 20, 2019
|
Hock E. Tan
|
|
|
|
|
|
|
|
|
|
/s/ Thomas H. Krause, Jr.
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
December 20, 2019
|
Thomas H. Krause, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Kirsten M. Spears
|
|
Principal Accounting Officer
|
|
December 20, 2019
|
Kirsten M. Spears
|
|
|
|
|
|
|
|
|
|
/s/ Henry Samueli
|
|
Chairman of the Board of Directors
|
|
December 20, 2019
|
Henry Samueli
|
|
|
|
|
|
|
|
|
|
/s/ Eddy W. Hartenstein
|
|
Lead Independent Director
|
|
December 20, 2019
|
Eddy W. Hartenstein
|
|
|
|
|
|
|
|
|
|
/s/ Diane M. Bryant
|
|
Director
|
|
December 20, 2019
|
Diane M. Bryant
|
|
|
|
|
|
|
|
|
|
/s/ Gayla J. Delly
|
|
Director
|
|
December 20, 2019
|
Gayla J. Delly
|
|
|
|
|
|
|
|
|
|
/s/ Check Kian Low
|
|
Director
|
|
December 20, 2019
|
Check Kian Low
|
|
|
|
|
|
|
|
|
|
/s/ Peter J. Marks
|
|
Director
|
|
December 20, 2019
|
Peter J. Marks
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Justine F. Page
|
|
Director
|
|
December 20, 2019
|
Justine F. Page
|
|
|
|
|
|
|
|
|
|
/s/ Harry L. You
|
|
Director
|
|
December 20, 2019
|
Harry L. You
|
|
|
|
|
|
•
|
|
any breach of the director’s or officer’s duty of loyalty to the Company or its stockholders;
|
|
•
|
|
any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
|
|
•
|
|
unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or
|
|
•
|
|
any transaction from which the director or officer derived an improper personal benefit.
|
|
•
|
|
on parity with each class or series of our capital stock established after the Initial Issue Date the terms of which expressly provide that such class or series will rank on parity with the Mandatory Convertible Preferred Stock as to dividend rights and distribution rights upon our liquidation, winding-up or dissolution (which we refer to collectively as “Parity Stock”);
|
|
•
|
|
junior to each class or series of our capital stock established after the Initial Issue Date the terms of which expressly provide that such class or series will rank senior to the Mandatory Convertible Preferred Stock as to dividend rights and distribution rights upon our liquidation, winding-up or dissolution (which we refer to collectively as “Senior Stock”);
|
|
•
|
|
junior to our existing and future indebtedness and other liabilities; and
|
|
•
|
|
structurally subordinated to any existing and future indebtedness and other liabilities of our subsidiaries and capital stock of our subsidiaries held by third parties.
|
|
•
|
|
in cash;
|
|
•
|
|
by delivery of shares of our common stock; or
|
|
•
|
|
by delivery of any combination of cash and shares of our common stock.
|
|
(1)
|
amend or alter the provisions of our Charter or the Certificate of Designations for the Mandatory Convertible Preferred Stock so as to authorize or create, or increase the authorized amount of, any class or series of Senior Stock;
|
|
(2)
|
amend, alter or repeal any provision of our Charter or the Certificate of Designations for the Mandatory Convertible Preferred Stock so as to adversely affect the special rights, preferences, privileges or voting powers of the Mandatory Convertible Preferred Stock; or
|
|
(3)
|
consummate a binding share exchange or reclassification involving the shares of the Mandatory Convertible Preferred Stock, or a merger or consolidation of us with another entity, unless in each case: (i) the shares of the Mandatory Convertible Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which we are not the surviving or resulting entity (or the Mandatory Convertible Preferred Stock is otherwise exchanged or reclassified), are converted or reclassified into or exchanged for preferred stock of the surviving or resulting entity or its ultimate parent; and (ii) the shares of the Mandatory Convertible Preferred Stock that remain outstanding or
|
|
such shares of preferred stock, as the case may be, have rights, preferences, privileges and voting powers that, taken as a whole, are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, taken as a whole, of the Mandatory Convertible Preferred Stock immediately prior to the consummation of such transaction;
|
|
•
|
|
to cure any ambiguity, omission or mistake, or to correct or supplement any provision contained in the Certificate of Designations establishing the terms of the Mandatory Convertible Preferred Stock that may be defective or inconsistent with any other provision contained in such Certificate of Designations;
|
|
•
|
|
to make any provision with respect to matters or questions relating to the Mandatory Convertible Preferred Stock that is not inconsistent with the provisions of our Charter or the Certificate of Designations establishing the terms of the Mandatory Convertible Preferred Stock; or
|
|
•
|
|
to make any other change that does not adversely affect the rights of any holder of the Mandatory Convertible Preferred Stock (other than any holder that consents to such change).
|
|
•
|
|
if the Applicable Market Value (as defined below) of our common stock is greater than the Threshold Appreciation Price (as defined below), then the Conversion Rate will be 3.0303 shares of our common stock per share of the Mandatory Convertible Preferred Stock (the “Minimum Conversion Rate,” subject to adjustment as described below under the caption “—Anti-Dilution Adjustments”);
|
|
•
|
|
if the Applicable Market Value of our common stock is less than or equal to the Threshold Appreciation Price but greater than or equal to the Initial Price (as defined below), then the Conversion Rate will be equal to $1,000 divided by the Applicable Market Value of our common stock, which will be between 3.0303 and 3.5422 shares of our common stock per share of the Mandatory Convertible Preferred Stock; or
|
|
•
|
|
if the Applicable Market Value of our common stock is less than the Initial Price, then the Conversion Rate will be 3.5422 shares of our common stock per share of the Mandatory Convertible Preferred Stock (the “Maximum Conversion Rate,” subject to adjustment as described below under the caption “—Anti-Dilution Adjustments”).
|
|
•
|
|
a failure by the primary U.S. national or regional securities exchange or market on which our common stock is listed or admitted for trading to open for trading during its regular trading session on such date; or
|
|
•
|
|
the occurrence or existence, prior to 1:00 p.m., New York City time, on such date, for more than a one half-hour period in the aggregate during regular trading hours, of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in our common stock or in any options contracts or futures contracts relating to our common stock.
|
|
•
|
|
there is no Market Disruption Event; and
|
|
•
|
|
trading in our common stock generally occurs on The Nasdaq Global Select Market or, if our common stock is not then listed on The Nasdaq Global Select Market, on the principal other U.S. national or regional securities exchange on which our common stock is then listed or, if our common stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which our common stock is then listed or admitted for trading;
|
|
(i)
|
convert their shares of Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share of the Mandatory Convertible Preferred Stock), into a number of shares of common stock equal to the Fundamental Change Conversion Rate per share of Mandatory Convertible Preferred Stock described below;
|
|
(ii)
|
with respect to such converted shares, receive a Fundamental Change Dividend Make-Whole Amount (as defined below) payable in cash or shares of our common stock; and
|
|
(iii)
|
with respect to such converted shares, receive the Accumulated Dividend Amount (as defined below) payable in cash or shares of our common stock,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Price
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||
Effective Date
|
|
$100.00
|
|
|
$120.00
|
|
|
$140.00
|
|
|
$160.00
|
|
|
$200.00
|
|
|
$240.00
|
|
|
$282.31
|
|
|
$305.00
|
|
|
$330.00
|
|
|
$400.00
|
|
|
$500.00
|
|
|
$600.00
|
|
|
$800.00
|
|
|
$1,000.00
|
|
||||||||||||||
September 30, 2019
|
|
|
2.4033
|
|
|
|
2.5726
|
|
|
|
2.6816
|
|
|
|
2.7506
|
|
|
|
2.8160
|
|
|
|
2.8324
|
|
|
|
2.8306
|
|
|
|
2.8276
|
|
|
|
2.8243
|
|
|
|
2.8205
|
|
|
|
2.8280
|
|
|
|
2.8424
|
|
|
|
2.8713
|
|
|
|
2.8928
|
|
September 30, 2020
|
|
|
2.7729
|
|
|
|
2.8893
|
|
|
|
2.9637
|
|
|
|
3.0079
|
|
|
|
3.0346
|
|
|
|
3.0163
|
|
|
|
2.9815
|
|
|
|
2.9631
|
|
|
|
2.9453
|
|
|
|
2.9125
|
|
|
|
2.8994
|
|
|
|
2.9042
|
|
|
|
2.9228
|
|
|
|
2.9376
|
|
September 30, 2021
|
|
|
3.1536
|
|
|
|
3.2147
|
|
|
|
3.2558
|
|
|
|
3.2805
|
|
|
|
3.2820
|
|
|
|
3.2301
|
|
|
|
3.1494
|
|
|
|
3.1072
|
|
|
|
3.0667
|
|
|
|
2.9944
|
|
|
|
2.9644
|
|
|
|
2.9647
|
|
|
|
2.9756
|
|
|
|
2.9834
|
|
September 30, 2022
|
|
|
3.5422
|
|
|
|
3.5422
|
|
|
|
3.5422
|
|
|
|
3.5422
|
|
|
|
3.5422
|
|
|
|
3.5422
|
|
|
|
3.5422
|
|
|
|
3.2787
|
|
|
|
3.0303
|
|
|
|
3.0303
|
|
|
|
3.0303
|
|
|
|
3.0303
|
|
|
|
3.0303
|
|
|
|
3.0303
|
|
|
•
|
|
if the Stock Price is between two Stock Price amounts on the table or the Effective Date is between two Effective Dates on the table, the Fundamental Change Conversion Rate will be determined by straight-line interpolation between the Fundamental Change Conversion Rates set forth for the higher and lower Stock Price amounts and the earlier and later Effective Dates, as applicable, based on a 365- or 366-day year, as applicable;
|
|
•
|
|
if the Stock Price is in excess of $1,000.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the first row of the table above), then the Fundamental Change Conversion Rate will be the Minimum Conversion Rate; and
|
|
•
|
|
if the Stock Price is less than $100.00 per share (subject to adjustment as described above), then the Fundamental Change Conversion Rate will be the Maximum Conversion Rate.
|
|
(a)
|
pay holders in cash, to the extent we are legally permitted to do so and not prohibited by the terms that govern our indebtedness, an amount equal to the present value, calculated using a discount rate of 8.00% per annum, of all scheduled dividend payments (excluding any Accumulated Dividend Amount, and subject to the second sentence under “—General” above) on the Mandatory Convertible Preferred Stock for all remaining dividend periods (including any partial dividend period) from, and including, the Effective Date of the applicable Fundamental Change to, but excluding, the Mandatory Conversion Date (the “Fundamental Change Dividend Make-Whole Amount”);
|
|
(b)
|
increase the number of shares of our common stock to be issued upon conversion by a number equal to (i) the Fundamental Change Dividend Make-Whole Amount divided by (ii) the greater of (x) the Floor Price and (y) 97% of the Stock Price; or
|
|
(c)
|
pay the Fundamental Change Dividend Make-Whole Amount through any combination of cash and shares of our common stock in accordance with the provisions of clauses (a) and (b) above.
|
|
•
|
|
in cash, to the extent we are legally permitted to do so and to the extent permitted under the terms of our indebtedness;
|
|
•
|
|
in an additional number of shares of our common stock equal to (i) the Accumulated Dividend Amount divided by (ii) the greater of (x) the Floor Price and (y) 97% of the Stock Price; or
|
|
•
|
|
in a combination of cash and shares of our common stock in accordance with the provisions of the preceding two bullets.
|
|
•
|
|
the Fundamental Change Conversion Rate;
|
|
•
|
|
the Fundamental Change Dividend Make-Whole Amount and whether we will pay such amount in cash, shares of our common stock or a combination thereof, specifying the combination, if applicable; and
|
|
•
|
|
the Accumulated Dividend Amount as of the Effective Date of the Fundamental Change and whether we will pay such amount in cash, shares of our common stock or a combination thereof, specifying the combination, if applicable.
|
(1)
|
We issue shares of common stock to all holders of our common stock as a dividend or other distribution, in which event, each Fixed Conversion Rate in effect at the Close of Business on the date fixed for determination of the holders of our common stock entitled to receive such dividend or other distribution will be multiplied by a fraction:
|
|
•
|
|
the numerator of which is the sum of (x) the number of shares of our common stock outstanding at the Close of Business on the date fixed for such determination; and (y) the total number of shares of our common stock constituting such dividend or other distribution; and
|
|
•
|
|
the denominator of which is the number of shares of our common stock outstanding at the Close of Business on the date fixed for such determination, without giving effect to such dividend, distribution, stock split or stock combination.
|
(2)
|
We issue to all holders of shares of our common stock rights, options or warrants (other than rights, options or warrants issued pursuant to a dividend reinvestment plan or share purchase plan or other similar plans or pursuant to a rights plan) entitling them, for a period of up to 45 calendar days from the date of issuance of such rights, options or warrants, to subscribe for or purchase shares of our common stock at a price per share less than the Current Market Price (as defined below) of our common stock, in which case each Fixed Conversion Rate in effect at the Close of Business on the date fixed for determination of the holders of our common stock entitled to receive such rights or warrants will be increased by multiplying such Fixed Conversion Rate by a fraction:
|
|
•
|
|
the numerator of which is the sum of (x) the number of shares of our common stock outstanding at the Close of Business on the date fixed for such determination and (y) the number of shares of our common stock issuable pursuant to such rights, options or warrants; and
|
|
•
|
|
the denominator of which is the sum of (x) the number of shares of our common stock outstanding at the Close of Business on the date fixed for such determination and (y) the number of shares of our common stock equal to the quotient of the aggregate offering price payable to exercise such rights, options or warrants divided by the Current Market Price of our common stock.
|
(3)
|
We subdivide or combine our common stock, in which event each Fixed Conversion Rate in effect at the Close of Business on the effective date of such subdivision or combination shall be multiplied by a fraction:
|
|
•
|
|
the numerator of which is the number of shares of our common stock that would be outstanding immediately after, and solely as a result of, such subdivision or combination; and
|
|
•
|
|
the denominator of which is the number of shares of our common stock outstanding immediately prior to such subdivision or combination.
|
(4)
|
(a) We distribute to all holders of our common stock evidences of our indebtedness, shares of our capital stock, securities, rights to acquire shares of our capital stock, cash or other assets, excluding:
|
|
•
|
|
any dividend or distribution of shares of common stock described in clause (1) above;
|
|
•
|
|
any rights or warrants described in clause (2) above;
|
|
•
|
|
any dividend or distribution paid solely in cash (which, for the avoidance of doubt, will be subject to the provisions described in clause (5) below);
|
|
•
|
|
any Spin-Off, as to which the provisions set forth below in this clause (4) shall apply; and
|
|
•
|
|
an issuance solely pursuant to a Reorganization Event (as defined below), as to which the provisions described below under the caption “—Recapitalizations, Reclassifications and Changes of Our Common Stock” will apply,
|
|
•
|
|
the numerator of which is the Current Market Price of our common stock; and
|
|
•
|
|
the denominator of which is the Current Market Price of our common stock minus the fair market value, as determined by our board of directors, or an authorized committee thereof, in good faith (which determination shall be final, conclusive and binding), on such date fixed for determination, of the portion of the evidences of indebtedness, shares of our capital stock, securities, rights to acquire shares of our capital stock, cash or other assets so distributed applicable to one share of our common stock.
|
|
•
|
|
the numerator of which is the sum of (x) the Current Market Price of our common stock and (y) the fair market value, as determined by our board of directors, or an authorized committee thereof, in good faith (which determination shall be final, conclusive and binding), of the portion of those shares of capital stock or similar equity interests so distributed applicable to one share of our common stock (or, if such shares of capital stock or equity interests are listed on a U.S. national or regional securities exchange, the Current Market Price of such capital stock or equity interests); and
|
|
•
|
|
the denominator of which is the Current Market Price of our common stock.
|
(5)
|
We pay or make a dividend or other distribution consisting exclusively of cash to all holders of our common stock, other than a regular, quarterly cash dividend that does not exceed $2.65 per share (the “Dividend Threshold,” subject to adjustment as described below), excluding:
|
|
•
|
|
a distribution solely pursuant to a Reorganization Event, as to which the provisions described below under the caption “—Recapitalizations, Reclassifications and Changes of Our Common Stock” will apply,
|
|
•
|
|
any dividend or other distribution in connection with our voluntary or involuntary liquidation, dissolution or winding-up; and
|
|
•
|
|
any consideration payable as part of a tender or exchange offer described in clause (6) below,
|
|
•
|
|
the numerator of which is the Current Market Price of our common stock minus the Dividend Threshold (provided that if the distribution is not a regular quarterly cash dividend, then the dividend threshold will, for purposes of such distribution, be deemed to be zero); and
|
|
•
|
|
the denominator of which is the Current Market Price of our common stock minus the amount per share of such dividend or other distribution.
|
(6)
|
We or any of our subsidiaries successfully complete a tender or exchange offer (in each case that would constitute a “tender offer” under the Exchange Act) for our outstanding common stock (excluding any securities convertible or exchangeable for our common stock, and excluding a tender offer solely to holders of fewer than 100 shares of our common stock), where the cash and the value of any other consideration included in the payment per share of our common stock exceeds the Current Market Price of our common stock, in which event each Fixed Conversion Rate in effect at the Close of Business on the date of expiration of the tender or exchange offer (the “Expiration Date”) will be multiplied by a fraction:
|
|
•
|
|
the numerator of which shall be equal to the sum of:
|
|
(i)
|
the aggregate cash and fair market value (as determined in good faith by our board of directors, or an authorized committee thereof, which determination shall be final, conclusive and binding), on the Expiration Date, of any other consideration paid or payable for shares of our common stock purchased or exchanged in such tender or exchange offer; and
|
|
(ii)
|
the product of:
|
|
1.
|
the Current Market Price of our common stock; and
|
|
2.
|
the number of shares of our common stock outstanding at the time such tender or exchange offer expires (excluding any shares purchased or exchanged in the tender or exchange offer); and
|
|
•
|
|
the denominator of which shall be equal to the product of:
|
|
(i)
|
the Current Market Price of our common stock; and
|
|
(ii)
|
the number of shares of our common stock outstanding at the time such tender or exchange offer expires (including any shares purchased or exchanged in the tender or exchange offer).
|
|
•
|
|
clauses (2), (4)(a) and (5) above, the “Current Market Price” of our common stock is the Average VWAP per share of our common stock over the five consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date with respect to the issuance, distribution or dividend requiring such computation;
|
|
•
|
|
clause (4)(b) above, the “Current Market Price” of our common stock and the capital stock or equity interests of the subsidiary or other business unit being distributed, as applicable, is the Average VWAP per share of common stock, capital stock or equity interests of the subsidiary or other business unit being distributed, as applicable, over the first ten consecutive Trading Day period commencing on, and including, the Ex-Date of such distribution (which Average VWAP, in the case of any such capital stock or equity interests, will be determined as if references to our common stock, and the ticker symbol thereof, in the definitions of VWAP and Trading Day were instead references to such capital stock or equity interests, or the ticker symbol thereof, as applicable); and
|
|
•
|
|
clause (6) above, the “Current Market Price” of our common stock is the Average VWAP per share of our common stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Expiration Date of the relevant tender offer or exchange offer.
|
|
(a)
|
upon the issuance of any shares of our common stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on our securities and the investment of additional optional amounts in shares of common stock under any plan;
|
|
(b)
|
upon the issuance of any shares of our common stock or rights, warrants, options, units or other securities exercisable for the purchase of those shares pursuant to any present or future retirement, deferred compensation, incentive or other benefit plan or program of or assumed by us or any of our subsidiaries;
|
|
(c)
|
upon the issuance of any shares of our common stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the Initial Issue Date;
|
|
(d)
|
for a change in the par value of our common stock;
|
|
(e)
|
for stock repurchases, including structured or derivative transactions, that are not tender offers;
|
|
(f)
|
as a result of a tender offer that satisfies the exception described in clause (6) above for offers solely to holders of fewer than 100 shares of our common stock;
|
|
(g)
|
as a result of a tender or exchange offer by a person other than us or one or more of our subsidiaries; or
|
|
(h)
|
for accumulated dividends on the Mandatory Convertible Preferred Stock, except as described above under “—Mandatory Conversion,” “—Conversion at the Option of the Holder” and “—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount.”
|
|
•
|
|
the record date for a dividend or distribution on shares of our common stock occurs after the end of the Settlement Period and before the Mandatory Conversion Date; and
|
|
•
|
|
such dividend or distribution would have resulted in an adjustment of the number of shares of common stock issuable to the holders of the Mandatory Convertible Preferred Stock had such record date occurred on or before the last Trading Day of the Settlement Period,
|
|
•
|
|
any consolidation or merger of us with or into another person (other than a merger or consolidation in which we are the surviving corporation and in which the shares of our common stock outstanding immediately prior to the merger or consolidation are not exchanged for cash, securities or other property of us or another person);
|
|
•
|
|
any sale, transfer, lease or conveyance to another person of all or substantially all of our property and assets;
|
|
•
|
|
any reclassification of our common stock into securities, including securities other than our common stock; or
|
|
•
|
|
any statutory exchange of our securities with another person (other than in connection with a merger or acquisition),
|
|
•
|
|
from and after the effective time of such Reorganization Event, (i) the consideration due upon conversion of any Mandatory Convertible Preferred Stock will be determined in the same manner as if each reference to any number of shares of common stock in the provisions described under this “Description of Mandatory Convertible Preferred Stock” section (or in any related definitions) were instead a reference to the same number of Reference Property Units; and (ii) for purposes of the definition of “Fundamental Change” and “Voting Stock,” the terms “common stock” and “capital stock” will be deemed to mean the common equity (including depositary receipts representing common equity), if any, forming part of such Reference Property;
|
|
•
|
|
for these purposes, the VWAP of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by us (or, in the case of cash denominated in U.S. dollars, the face amount thereof); and
|
|
•
|
|
at the effective time of such Reorganization Event, we may amend the Certificate of Designations without the consent of the holders of the Mandatory Convertible Preferred Stock to give effect to the provisions described in the previous bullet points.
|
|
|
|
Notice of Grant of Restricted Stock Unit Award
|
|
BROADCOM INC.
|
Under the Broadcom Corporation
|
|
1320 Ridder Park Drive
|
2012 Stock Incentive Plan
|
|
San Jose, CA 95131
|
|
|
|
|
GRANTEE NAME: <Participant Name>
|
|
Grant Date:
|
<Grant Date>
|
GRANTEE ID: <Employee ID>
GRANT NUMBER: <Client Grant ID>
|
|
Number of Restricted Stock Units:
|
<Number of Awards Granted>
|
|
|
|
Notice of Grant of Performance Stock Unit Award
|
|
BROADCOM INC.
|
Under the Broadcom Corporation 2012 Stock Incentive Plan
|
|
1320 Ridder Park Drive
San Jose, CA 95131
|
|
|
|
|
|
|
|
GRANTEE NAME: <Participant Name>
|
|
Grant Date:
|
<Grant Date>
|
GRANTEE ID: <Employee ID>
GRANT NUMBER: <Client Grant ID>
|
|
Number of Performance Stock Units:
|
<Grant Custom Field 4>
|
1.
|
Definitions.
|
a.
|
“Average Market Value,” with respect to a company, shall mean the average closing trading price of a company’s shares on the principal exchange on which such shares are then traded, during the 30 consecutive calendar days ending on (and including) a specified date, as reported by the applicable principal exchange on which such company’s shares are listed or quoted, or by such other authoritative source as the Plan Administrator may determine.
|
b.
|
“Prior Achievement Sum” means the sum of the Achievement Factors (as defined below) for Performance Period 1, Performance Period 2 and Performance Period 3.
|
c.
|
“Relative TSR” shall mean the Company’s TSR relative to the TSR of the companies that comprise the S&P 500 Index as of the last day of the Performance Period, expressed as a percentile.
|
d.
|
“TSR” means the compound annual total stockholder return of the Company (or of a company in the S&P 500 Index, as applicable), as measured by the change in the price of a Share (or the publicly traded securities of a company in the S&P 500 Index, as applicable) over the Performance Period (positive or negative), calculated based on the Average Market Value on the first day of the Performance Period as the beginning share price, and the Average Market Value on the last day of the Performance Period as the ending share price, and assuming dividends (if any) are reinvested based on the price of a Share (or the publicly traded securities of a company in the S&P 500 Index, as applicable) in accordance with the “gross” or “total” return methodology as defined by S&P Dow Jones.
|
2.
|
Performance Periods. There shall be four performance periods (each, a “Performance Period”) as follows: March 2 on or immediately preceding the Grant Date (the “Performance Period Commencement Date”) through March 1 of the first calendar year following the Performance Period Commencement Date (“Performance Period 1”), the Performance Period Commencement Date through March 1 of the second calendar year
|
3.
|
Achievement Factor. As soon as administratively practicable, and in any event within 60 days, following the end of each Performance Period, the Plan Administrator shall determine the Relative TSR for such Performance Period and calculate the Achievement Factor (such date of determination, the “Determination Date”). For the purposes hereof, “Achievement Factor” shall mean that factor determined under the applicable table below.
|
Relative TSR
Performance Periods 1, 2 and 3
|
Achievement Factor
|
Below the 25th percentile of the S&P 500
|
0
|
At the 25th percentile of the S&P 500
|
0.50
|
At or above the 50th percentile of the S&P 500
|
1
|
Relative TSR
Performance Period 4
|
Achievement Factor
|
Below the 25th percentile of the S&P 500
|
0
|
At the 25th percentile of the S&P 500
|
Prior Achievement Sum greater than or equal to 1.5 = 0.5.
Prior Achievement Sum less than 1.5 = 2 less the Prior Achievement Sum.
|
At the 50th percentile of the S&P 500
|
4 less the Prior Achievement Sum.
|
At or above the 75th percentile of the S&P 500
|
Absolute TSR Negative = 4 less the Prior Achievement Sum.
Absolute TSR Neutral or Positive = 8 less the Prior Achievement Sum.
|
Name of Subsidiary
|
Country of Incorporation
|
Avago Technologies Cayman Ltd.
|
Cayman Islands
|
Avago Technologies International Sales Pte. Limited
|
Singapore
|
Avago Technologies Japan, Ltd.
|
Japan
|
Avago Technologies Wireless (U.S.A.) Manufacturing LLC
|
Delaware (U.S.A.)
|
Avago Technologies U.S. Inc.
|
Delaware (U.S.A.)
|
Broadcom Bermuda LP
|
Bermuda
|
Broadcom Corporation
|
California (U.S.A.)
|
Broadcom International Limited
|
Cayman Islands
|
Broadcom Technologies, Inc.
|
Delaware (U.S.A.)
|
Brocade Communications Systems, LLC
|
Delaware (U.S.A.)
|
CA, Inc.
|
Delaware (U.S.A.)
|
CA Europe Sárl
|
Switzerland
|
LSI Corporation
|
Delaware (U.S.A.)
|
ServerWorks International Ltd.
|
Cayman Islands
|
1.
|
I have reviewed this Annual Report on Form 10-K of Broadcom Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Hock E. Tan
|
|
Hock E. Tan
|
|
Chief Executive Officer
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Broadcom Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Thomas H. Krause, Jr.
|
|
Thomas H. Krause, Jr.
|
|
Chief Financial Officer and Principal Financial Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
December 20, 2019
|
/s/ Hock E. Tan
|
|
|
|
Hock E. Tan
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
December 20, 2019
|
/s/ Thomas H. Krause, Jr.
|
|
|
|
Thomas H. Krause, Jr.
|
|
|
|
Chief Financial Officer and Principal Financial Officer
|
|
|
|
|
|