《博通公司（Broadcom）2023财年10-K年度报告（英文版）（113页）.pdf》由会员分享，可在线阅读，更多相关《博通公司（Broadcom）2023财年10-K年度报告（英文版）（113页）.pdf（113页珍藏版）》请在三个皮匠报告上搜索。

1、Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington,DC 20549Form 10-K(MARK ONE)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended October 29,2023ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXC

2、HANGE ACT OF 1934For the transi?on period from to Broadcom Inc.Delaware3421 Hillview Ave001-3844935-2617337(State or Other Jurisdic?on of Incorpora?on or Organiza?on)Palo Alto,CA94304(Commission File Number)(I.R.S.Employer Iden?fica?on No.)(650)427-6000(Exact Name of Registrant as Specified in Its C

3、harterAddress of Principal Execu?ve Offices,Including Zip CodeRegistrants Telephone Number,Including Area Code)Securi?es registered pursuant to Sec?on 12(b)of the Act:Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock,$0.001 par valueAVGOThe NASDAQ Global Selec

4、t MarketSecuri?es registered pursuant to Sec?on 12(g)of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securi?es Act.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Sec?on 13 or Sec?on 15(

5、d)of the Act.Yes No Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Sec?on 13 or 15(d)of the Securi?es Exchange Act of 1934 during thepreceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been sub

6、ject to such filing requirements for the past90 days.Yes No Indicate by check mark whether the registrant has submi?ed electronically every Interac?ve Data File required to be submi?ed pursuant to Rule 405 of Regula?on S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter pe

7、riod that the registrant was required to submit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller repor?ng company,or an emerging growthcompany.See the defini?ons of“large accelerated filer,”“accelerat

8、ed filer,”“smaller repor?ng company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filerNon-accelerated filerSmaller repor?ng companyEmerging growth companyIf an emerging growth company,indicate by check mark if the registrant has elected not to use

9、 the extended transi?on period for complying with any new or revisedfinancial accoun?ng standards provided pursuant to Sec?on 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and a?esta?on to its managements assessment of the effec?veness of its internal c

10、ontrol overfinancial repor?ng under Sec?on 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accoun?ng firm that prepared or issued its audit report.If securi?es are registered pursuant to Sec?on 12(b)of the Act,indicate by check mark whether the financial statements of the re

11、gistrant included in the filing reflect thecorrec?on of an error to previously issued financial statements.Indicate by check mark whether any of those error correc?ons are restatements that required a recovery analysis of incen?ve-based compensa?on received by any of theregistrants execu?ve officers

12、 during the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Act).Yes No The aggregate market value of vo?ng and non-vo?ng common equity held by non-affiliates as of April 28,2023,based upon the closing

13、 sale price of such shares on TheNasdaq Global Select Market on such date was approximately$253.7 billion.As of November 24,2023,there were 468,140,569 shares of our common stock outstanding.Documents Incorporated by ReferencePor?ons of the registrants defini?ve Proxy Statement for its 2024 Annual M

14、ee?ng of Stockholders are incorporated by reference into Part III of this Annual Report onForm 10-K.Table of ContentsBROADCOM INC.2023 ANNUAL REPORT ON FORM 10-KTABLE OF CONTENTS PagePART I.ITEM 1.BUSINESS3ITEM 1A.RISK FACTORS14ITEM 1B.UNRESOLVED STAFF COMMENTS34ITEM 2.PROPERTIES34ITEM 3.LEGAL PROCE

15、EDINGS34ITEM 4.MINE SAFETY DISCLOSURES34PART II.ITEM 5.MARKET FOR REGISTRANTS COMMON EQUITY,RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIES35ITEM 6.RESERVED36ITEM 7.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS37ITEM 7A.QUANTITATIVE AND QUA

16、LITATIVE DISCLOSURES ABOUT MARKET RISK47ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA48ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE88ITEM 9A.CONTROLS AND PROCEDURES88ITEM 9B.OTHER INFORMATION89ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT

17、 PREVENT INSPECTIONS89PART III.ITEM 10.DIRECTORS,EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE90ITEM 11.EXECUTIVE COMPENSATION90ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS90ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,AND DIRECTOR IN

18、DEPENDENCE90ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES90PART IV.ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES91ITEM 16.FORM 10-K SUMMARY98SIGNATURES991Table of ContentsPART IThe following discussion should be read in conjunc?on with the consolidated financial statements and notes thereto in

19、cluded elsewhere in this AnnualReport on Form 10-K.This Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securi?es laws and par?cularly inItem 1:“Business,”Item 1A:“Risk Factors,”Item 3:“Legal Proceedings”and Item 7:“Managements Discussion and Analysis

20、 of Financial Condi?on and Results ofOpera?ons”of this Annual Report on Form 10-K.These statements are indicated by words or phrases such as“an?cipate,”“expect,”“es?mate,”“seek,”“plan,”“believe,”“could,”“intend,”“will,”and similar words or phrases.These forward-looking statements may include projec?

21、ons of financial informa?on;statementsabout historical results that may suggest trends for our business;statements of the plans,strategies,and objec?ves of management for future opera?ons;statements of expecta?on or belief regarding future events(including any acquisi?ons we may make),technology dev

22、elopments,our products,product sales,expenses,liquidity,cash flow and growth rates,or enforceability of our intellectual property rights;any backlog;and the effects of seasonality on our business.Such statements are based on current expecta?ons,es?mates,forecasts and projec?ons of our industry perfo

23、rmance and macroeconomic condi?ons,based onmanagements judgment,beliefs,current trends and market condi?ons,and involve risks and uncertain?es that may cause actual results to differ materially fromthose contained in the forward-looking statements.We derive most of our forward-looking statements fro

24、m our opera?ng budgets and forecasts,which arebased upon many detailed assump?ons.While we believe that our assump?ons are reasonable,we cau?on that it is very difficult to predict the impact of knownfactors,and it is impossible for us to an?cipate all factors that could affect our actual results.Ac

25、cordingly,we cau?on you not to place undue reliance on thesestatements.Material factors that could cause actual results to differ materially from our expecta?ons are summarized and disclosed under“Risk Factors”in Part I,Item 1A of this Annual Report on Form 10-K.Unless stated otherwise or the contex

26、t otherwise requires,references to“Broadcom,”“we,”“our,”and“us”mean Broadcom Inc.and its consolidatedsubsidiaries.Our fiscal year ends on the Sunday closest to October 31 in a 52-week year and the first Sunday in November in a 53-week year.We refer to ourfiscal years by the calendar year in which th

27、ey end.For example,the fiscal year ended October 29,2023 was a 52-week year.2Table of ContentsITEM 1.BUSINESSOverviewWe are a global technology leader that designs,develops and supplies a broad range of semiconductor and infrastructure so?ware solu?ons.Our over 50-year history of innova?on dates bac

28、k to our diverse origins from Hewle?-Packard Company,AT&T,LSI Corpora?on,Broadcom Corpora?on,BrocadeCommunica?ons Systems LLC,CA,Inc.,Symantec Enterprise Security,and VMware,Inc.(“VMware”).Over the years,we have assembled a large team ofsemiconductor and so?ware design engineers around the world.We

29、maintain design,product and so?ware development engineering resources at loca?ons inthe U.S.,Asia,Europe and Israel,providing us with engineering exper?se worldwide.We strategically focus our research and development resources to addressniche opportuni?es in our target markets and leverage our exten

30、sive por?olio of U.S.and other patents,and other intellectual property(“IP”)to integratemul?ple technologies and create system-on-chip(“SoC”)component and so?ware solu?ons that target growth opportuni?es.We design products and so?warethat deliver high-performance and provide mission cri?cal func?ona

31、lity.We develop semiconductor devices with a focus on complex digital and mixed signal complementary metal oxide semiconductor(“CMOS”)based devicesand analog III-V based products.We have a history of innova?on in the semiconductor industry and offer thousands of products that are used in end product

32、ssuch as enterprise and data center networking,home connec?vity,set-top boxes(“STB”),broadband access,telecommunica?on equipment,smartphones andbase sta?ons,data center servers and storage systems,factory automa?on,power genera?on and alterna?ve energy systems,and electronic displays.Wedifferen?ate

33、ourselves through our high performance design and integra?on capabili?es and focus on developing products for target markets where we believewe can earn a?rac?ve margins.Our infrastructure so?ware solu?ons enable customers to plan,develop,automate,manage,and secure applica?ons across mainframe,distr

34、ibuted,mobile,and cloud pla?orms.Many of the largest companies in the world,including most of the Fortune 500,and many government agencies rely on ourso?ware solu?ons to help manage and secure their on-premise and hybrid cloud environments.Our por?olio of industry-leading infrastructure and security

35、so?ware is designed to modernize,op?mize,and secure the most complex hybrid environments,enabling scalability,agility,automa?on,insights,resiliency andsecurity.We also offer mission cri?cal fibre channel storage area networking(“FC SAN”)products and related so?ware in the form of modules,switches an

36、dsubsystems incorpora?ng mul?ple semiconductor products.In addi?on,the hybrid-cloud por?olio we acquired with VMware helps enterprises simplify their informa?on technology(“IT”)environments so they canincrease business velocity and flexibility.The VMware por?olio spans hybrid cloud,app-delivery acce

37、lera?on,zero-trust security,and so?ware-defined edge,making it easy for customers to run their mission-cri?cal workloads across private,public and edge environments with security and resiliency.Business StrategyOur strategy is to combine best-of-breed technology leadership in semiconductor and infra

38、structure so?ware solu?ons,with unmatched scale,on acommon sales and administra?ve pla?orm to deliver a comprehensive suite of infrastructure technology products to the worlds leading business andgovernment customers.We seek to achieve this through responsibly financed acquisi?ons of category-leadin

39、g businesses and technologies,as well as inves?ngextensively in research and development,to ensure our products retain their technology leadership.This strategy results in a robust business model designed todrive diversified and sustainable opera?ng and financial results.Recent DevelopmentAcquisi?on

40、 of VMware,Inc.On November 22,2023,we acquired VMware in a cash-and-stock transac?on(the“VMware Merger”),in which VMware stockholders received,inaggregate,approximately$30.8 billion in cash and 54.4 million shares of Broadcom common stock in exchange for all shares of VMware common stock issuedand o

41、utstanding immediately prior to the closing.The preliminary total purchase considera?on for the VMware Merger was approximately$86.3 billion.Wefunded the cash por?on of the VMware Merger considera?on with net proceeds from the issuance of$30.4 billion in term loans under a credit agreement thatwe en

42、tered into on August 15,2023,as well as cash on hand.We assumed all outstanding VMware restricted stock unit(“RSU”)awards and performance stock unit awards held by con?nuing employees.The assumedawards were converted into approximately 5 million Broadcom RSU awards.All outstanding in-the-money VMwar

43、e stock op?ons and RSU awards held by non-employee directors were accelerated and converted into the right to receive cash and shares of Broadcom common stock,in equal parts.All discussions and informa?on in this Annual Report on Form 10-K regarding our business and financial results relate solely t

44、o our opera?ons prior to theVMware Merger,unless otherwise indicated.3Table of ContentsProducts and MarketsSemiconductor Solu?onsSemiconductors are made by imprin?ng a network of electronic components onto a semiconductor wafer.These devices are designed to perform variousfunc?ons such as processing

45、,amplifying and selec?vely filtering electronic signals,controlling electronic system func?ons and processing,and transmi?ng andstoring data.Our digital and mixed signal products are based on silicon wafers with CMOS transistors offering fast switching speeds and low power consump?on,which are both

46、cri?cal design factors for the markets we serve.We also offer analog products,which are based on III-V semiconductor materials that have higherelectrical conduc?vity than silicon,and thus tend to have be?er performance characteris?cs in radio frequency(“RF”),and optoelectronic applica?ons.III-Vrefer

47、s to elements from the 3rd and 5th groups in the periodic table of chemical elements.Examples of these materials used in our products are gallium arsenide(“GaAs”)and indium phosphide(“InP”).We provide semiconductor solu?ons for managing the movement of data in data center,service provider,and enterp

48、rise networking applica?ons.Weprovide a broad variety of RF semiconductor devices,wireless connec?vity solu?ons,custom touch controllers and induc?ve charging solu?ons for the wirelessmarket.We also provide semiconductor solu?ons for enabling the STB and broadband access applica?ons and for enabling

49、 secure movement of digital data toand from host machines,such as servers,personal computers and storage systems,to the underlying storage devices,such as hard disk drives(“HDD”)and solid-state drives(“SSD”).Our product por?olio ranges from discrete devices to complex sub-systems that include mul?pl

50、e device types and may also incorporate firmware forinterfacing between analog and digital systems.In some cases,our products include mechanical hardware that interfaces with optoelectronic or capaci?vesensors.We focus on markets that require high quality and the technology leadership and integrated

51、 performance characteris?c of our products.The table belowpresents our material semiconductor product families and their major end markets and applica?ons during fiscal year 2023.Major End MarketsMajor Applica?onsMaterial Product FamiliesBroadband STB and Broadband Access STB SoCs DSL/PON gateways D

52、OCSIS cable modem and networking infrastructure DSLAM/PON op?cal line termina?on Wi-Fi access point SoCsNetworking Data Center,Service Provider,and Enterprise Networking Ethernet switching and rou?ng silicon Custom silicon solu?ons Op?cal and copper PHYs Fiber op?c transmi?er and receiver components

53、Wireless Mobile Device Connec?vity RF front end modules and filters Wi-Fi,Bluetooth,GPS/GNSS SoCs Custom touch controllers Induc?ve charging ASICsStorage Servers and Storage Systems SAS and RAID controllers and adapters PCIe switches Fibre channel host bus adapters Ethernet NIC HDD and SSD Read chan

54、nel based SoCs;Custom flash controllers PreamplifiersIndustrial Factory Automa?on,Renewable Energy and Automo?veElectronics Optocouplers Industrial fiber op?cs Industrial and medical sensors Mo?on control encoders and subsystems Light emi?ng diode Ethernet PHYs,switch ICs and camera microcontrollers

55、Set-Top Box Solu?ons:We offer complete SoC pla?orm solu?ons for cable,satellite,Internet Protocol television,over-the-top and terrestrial STBs.Ourproducts enable global service providers to introduce new and enhanced technologies and services in STBs,including transcoding,digital video recordingfunc

56、?onality,higher defini?on video processing,increased networking capabili?es,and more tuners to enable faster channel change and more simultaneousrecordings.We are also enabling service providers in deploying High Efficiency Video Coding(“HEVC”),a video compression format that is a successor to theH.

57、264/MPEG-4 format.HEVC enables ultra-high defini?on(“Ultra HD”),services by effec?vely doubling the capacity of4Table of Contentsexis?ng networks to deploy new or exis?ng content.Our families of STB solu?ons support the complete range of resolu?ons,from standard defini?on,to highdefini?on,and Ultra

58、HD.Broadband Access Solu?ons:We offer complete SoC pla?orm solu?ons for digital subscriber line(“DSL”),cable,passive op?cal networking(“PON”)andwireless local area network for both consumer premise equipment(“CPE”)and central office(“CO”)deployments.Our CPE devices are used in broadbandmodems,reside

59、n?al gateways and Wi-Fi access points and routers.Our CO devices,including DSL Access Mul?plexer(“DSLAM”),cable modem termina?onsystems and PON op?cal line termina?on medium access controller,are empowering modern operator broadband infrastructure.Our products enable globalservice providers to con?n

60、ue to deploy next genera?on broadband access technologies across mul?ple standards,including G.fast,Data Over Cable ServiceInterface Specifica?ons(“DOCSIS”),PON and Wi-Fi to provide more bandwidth and faster speeds to consumers.Ethernet Switching&Rou?ng:Ethernet is a ubiquitous interconnec?on techno

61、logy that enables high performance and cost effec?ve networkinginfrastructure.We offer a broad set of Ethernet switching and rou?ng products that are op?mized for data center,service provider and enterprise networks.Inthe data center market,our high capacity,low latency,switching silicon supports ad

62、vanced protocols around virtualiza?on and mul?-pathing.Our Ethernetswitching fabric technologies provide the ability to build highly scalable flat networks suppor?ng tens of thousands of servers.Our service provider switchpor?olio enables carrier networks to support priori?zed delivery of data traff

63、ic in the wireless backhaul,access,aggrega?on and core of their networks.Forenterprise networks,we offer product families with secure,encrypted switching capabili?es and support lower power modes that comply with industrystandards around energy efficient Ethernet.Custom Silicon Solu?ons:We provide a

64、dvanced technology and IP pla?orms for customers to design and develop applica?on specific integrated circuits(“ASICs”),targe?ng data center compute offload,legacy and new 5G radio infrastructure,and wired communica?on networks.Our custom silicon provides thepla?orm to integrate embedded logic,memor

65、y,serializer/deserializer(“SerDes”)technology,IP cores and processor cores.The ASICs are custom products built toindividual customers specifica?ons.Physical Layer Devices:These devices,also referred to as PHYs,are transceivers that enable the recep?on and transmission of Ethernet data packets over a

66、physical medium such as copper wire or op?cal fibers.Our high performance Ethernet transceivers are built upon a proprietary digital signal processingcommunica?on architecture op?mized for high-speed network connec?ons and support the latest standards and advanced features,such as energy efficientEt

67、hernet,data encryp?on and?me synchroniza?on.We also offer a range of automo?ve Ethernet products,including PHYs,switches and cameramicrocontrollers,to meet growing consumer demand for in-vehicle connec?vity and smart vision.Fiber Op?c Components:We supply a wide array of op?cal components to the Eth

68、ernet networking,storage,and access,metro-and long-haultelecommunica?on markets.Our op?cal components enable the high speed recep?on and transmission of data through op?cal fibers.RF Semiconductor Devices:Our RF semiconductor devices selec?vely filter,as well as amplify and route,RF signals.Filters

69、enable modern wirelesscommunica?on systems to support a large number of subscribers simultaneously by ensuring that the mul?ple transmissions and recep?ons of voice and datastreams do not interfere with each other.We were among the first to deliver commercial film bulk acous?c resonator(“FBAR”)filte

70、rs that offer technologicaladvantages over compe?ng filter technologies,to allow mobile handsets to func?on more efficiently in todays congested RF spectrum.FBAR technology has asignificant market share within the cellular handset market.Our RF products include mul?-chip module front-end modules tha

71、t integrate transmit/receiveswitching and filtering func?ons for mul?ple frequency bands,filter modules and discrete filters,all using our proprietary FBAR technology.Our exper?se in FBAR technology,amplifier design,and module integra?on enables us to offer industry-leading performance in cellular R

72、F transceiverapplica?ons.Connec?vity Solu?ons:Our connec?vity solu?ons include discrete and integrated Wi-Fi and Bluetooth solu?ons,and global posi?oning system/globalnaviga?on satellite system(“GPS/GNSS”)receivers,designed for use in mobile devices including smartphones,tablets and wearable product

73、s.Wi-Fi allows devices on a local area network to communicate wirelessly,adding the convenience of mobility to the u?lity of high-speed data networks.Weoffer a family of high performance,low power Wi-Fi chipsets.Bluetooth is a low power technology that enables direct connec?vity between devices.We o

74、ffer acomplete family of Bluetooth silicon and so?ware solu?ons that enable manufacturers to easily and cost-effec?vely add Bluetooth func?onality to virtually anydevice.These solu?ons include combina?on chips that offer integrated Wi-Fi and Bluetooth func?onality,which provides significant performa

75、nce advantagesover discrete solu?ons.We also offer a family of GPS,assisted-GPS and GNSS semiconductor products,so?ware and data services.These products are part of a broader loca?onpla?orm that leverages a broad range of communica?ons technologies,including Wi-Fi,Bluetooth and GPS,to provide more a

76、ccurate loca?on and naviga?oncapabili?es.5Table of ContentsCustom Touch Controllers:Our touch controllers process signals from touch screens in mobile handsets and tablets.Induc?ve Charging ASICs:Our custom induc?ve charging ASIC devices offer high efficiency and are highly integrated solu?ons for m

77、obile and wearabledevices.SAS,RAID&PCIe Products:We provide serial a?ached small computer system interface(“SAS”)and redundant array of independent disks(“RAID”)controller and adapter solu?ons to server and storage system original equipment manufacturers(“OEMs”).These solu?ons enable secure and high

78、 speed datatransmission between a host computer,such as a server,and storage peripheral devices,such as HDD,SSD and op?cal disk drives and disk and tape-basedstorage systems.Some of these solu?ons are delivered as stand-alone semiconductors,typically as a controller.Other solu?ons are delivered as c

79、ircuit boards,known as adapter products,which incorporate our semiconductors onto a circuit board with other features.RAID technology is a cri?cal part of our serverstorage connec?vity solu?ons as it provides protec?on against the loss of cri?cal data resul?ng from HDD failures.We also provide inter

80、connect semiconductors that support the peripheral component interconnect express(“PCIe”)communica?on standards.PCIe is theprimary interconnec?on mechanism inside compu?ng systems today.Fibre Channel Products:We provide fibre channel host bus adapters,which connect host computers such as servers to

81、FC SANs.Ethernet NIC Controllers:Our Ethernet network interface card(“NIC”)controllers are designed for high-performance virtualiza?on,intelligent flowprocessing,secure data center connec?vity,and machine learning.HDD&SSD Products:We provide read channel-based SoCs and preamplifiers to HDD OEMs.Thes

82、e are the cri?cal chips required to read,write and protectdata.An HDD SoC is an integrated circuit(“IC”)that combines the func?onality of a read channel,serial interface,memory and a hard disk controller in a small,high-performance,low-power and cost-effec?ve package.Read channels convert analog sig

83、nals that are generated by reading the stored data on the physicalmedia into digital signals.In addi?on,we sell preamplifiers,which are complex,high speed,mixed signal devices that enable wri?ng and reading data to and from the HDD heads.The preamplifier interfaces with the SoC to provide the electr

84、onics data path in a HDD.We also provide custom flash controllers to SSD OEMs.An SSD stores data in flash memory instead of on a hard disk,providing high speed access to thedata.Flash controllers manage the underlying flash memory in SSDs,performing cri?cal func?ons such as reading and wri?ng data t

85、o and from the flash memoryand performing error correc?on,wear leveling and bad block management.Industrial End Markets:We also provide a broad variety of products for the general industrial and automo?ve markets,including optocouplers,industrialfiber op?cs,industrial and medical sensors,mo?on encod

86、ers,light emi?ng diode devices,and Ethernet ICs.Our industrial products are used in a diverse set ofapplica?ons,spanning industrial automa?on,power genera?on and distribu?on systems,medical systems and equipment,defense and aerospace,and vehiclesubsystems including those used in electric vehicle pow

87、ertrain,infotainment and advanced driver assistance system.Infrastructure So?wareOur infrastructure so?ware solu?ons offer customers greater choice and flexibility to build,run,manage,connect and protect applica?ons and data at scaleacross hybrid IT environments.Our mainframe so?ware provides market

88、-leading DevOps,AIOps,Security,Workload Automa?on,Data Management,and Founda?onal So?ware solu?ons,that enable customers to embrace open tools and technologies,innovate with their mainframe as part of their hybrid cloud,and amplify the value of theirmainframe investments.Our commitment to partnering

89、 with our customers extends beyond products and technology and includes unique Beyond Codeprograms that address challenges such as skills development,staffing,change management,and cost-saving ini?a?ves that drive overall business success withthe pla?orm.Our distributed so?ware solu?ons enable globa

90、l enterprises to op?mize the planning,development and delivery of so?ware,powering their businesscri?cal digital services.Our solu?ons are designed to enable customers to innovate,improve customer experience,and drive profitability by aligning business,development,and opera?onal teams.Our products,o

91、rganized in the domains of ValueOps,DevOps,and AIOps,deliver end-to-end visibility across all stages ofthe digital lifecycle and help our customers realize be?er business outcomes and be?er experiences for their customers.Our Symantec cyber security so?ware solu?ons help organiza?ons and governments

92、 secure against threats and compliance risks by protec?ng their usersand data on any app,device,or network.Our integrated cyber defense approach simplifies cyber security with comprehensive solu?ons designed to securecri?cal business assets across on-premises and cloud infrastructures.Our Symantec s

93、olu?ons u?lize rich threat intelligence from a global network of securityengineers,6Table of Contentsthreat analyst and researchers,as well as advanced ar?ficial intelligence(“AI”)and machine-learning engines,enabling customers to protect data,connectauthorized users with trusted applica?ons,and det

94、ect and respond to the most advanced targeted a?acks.We also offer mission cri?cal FC SAN products designed to help customers reduce the cost and complexity of managing business informa?on within ashared data storage environment,enabling high levels of availability of mission cri?cal applica?ons in

95、the form of modules,switches and subsystemsincorpora?ng mul?ple semiconductor products.We deliver reliable and simplified management of these FC SAN products through our so?ware-basedmanagement tools designed to maximize up?me,drama?cally simplify storage area networking deployment and management,an

96、d provide high levels ofvisibility and insight into the storage network.The table below presents our so?ware por?olios and their material offerings during fiscal year 2023.So?ware Por?olioPor?olio Descrip?onMajor Por?olio OfferingsMainframe So?ware DevOps,AIOps,Security,Workload Automa?on,Data Manag

97、ement,and Founda?onal So?ware Solu?ons Opera?onal Analy?cs&Management Workload Automa?on Database&Data Management Applica?on Development&Tes?ng Iden?ty&Access Management Compliance&Data Protec?on Security Insights Beyond Code programs Skills Development and Staffing So?ware Ra?onaliza?on and Migra?o

98、n So?ware Efficiency and Cost Op?miza?on Tools Change Management Support Technology Proof of ConceptsDistributed So?ware Solu?ons that op?mize the planning,development and delivery ofbusiness cri?cal services ValueOps DevOps AIOpsSymantec Cyber Security Comprehensive threat protec?on and compliance

99、solu?ons that secureagainst threats and compliance risks by protec?ng users and data onany app,device,or network Endpoint Security Network Security Informa?on Security Iden?ty SecurityFC SAN Management Solu?ons that transforms current storage networks with autonomousSAN capabili?es Fibre Channel Swi

100、tchPayment Security Arcot payment authen?ca?on network powered by 3-D Secure Payment Security SuiteOpera?onal Analy?cs&Management:These solu?ons combine big data,machine learning and AI with mainframe exper?se to deliver meaningful andac?onable insights to augment and automate day-to-day opera?ons a

101、nd deliver excep?onal customer experiences.Workload Automa?on:These solu?ons reduce manual effort by enabling customers to proac?vely op?mize resources and orchestrate automa?on acrossenterprise applica?ons and systems.Databases&Data Management:These high-performance databases and management tools s

102、tore,organize,and manage mainframe data to ensureop?mal performance,efficient administra?on,and reliability of cri?cal systems.Customers can also manage their mainframe data storage using modernmainframe solu?ons that securely store data on any device that customers choose,including the cloud.These

103、so?ware-only solu?ons are designed to save oncosts and maintain confidence in data security.Applica?on Development&Tes?ng:These solu?ons enable customers to accelerate so?ware delivery while increasing code quality through the use of ouragile processes and tools,and DevOps solu?ons.Our open-first st

104、rategy helps customers modernize their mainframe environment through the use of opensource and open applica?on programming technologies across people,process,tooling and applica?ons,resul?ng in greater synergy and alignment with theircorporate IT.Iden?ty&Access Management:These solu?ons manage mainf

105、rame access and elevate it with modern prac?ces such as mul?-factor authen?ca?on andprivileged user management,and support all external security managers.7Table of ContentsCompliance&Data Protec?on:These solu?ons protect crucial mainframe data to ensure compliance,iden?fy risk,proac?vely respond to

106、poten?al threats,and reduce those risks to lighten the load on security management with automated iden?fica?on and authoriza?on cleanup.Security Insights Pla?orm:This solu?on helps ensure a trusted environment for customers and their employees by quickly interpre?ng and assessingmainframe security p

107、osture,iden?fying risks and developing remedia?on steps on an ongoing and ad hoc basis.This data is available for use with in-house toolsfor security informa?on and event management.Beyond Code Programs:These value-added offerings go above and beyond the leading so?ware we provide to help ensure our

108、 customers get the most outof their mainframe investments.These offerings unlock addi?onal value for organiza?ons in areas like educa?ng and upskilling the workforce,providing expertguidance and support for change events,uncovering opportuni?es to improve efficiency and save costs.ValueOps:This solu

109、?on delivers value stream management capabili?es that enable customers to schedule,track,and manage work throughout its lifecyclefrom investment planning to execu?on.It aligns business and development teams across the enterprise,increasing transparency,reducing inefficiencies,andimproving?me to valu

110、e.DevOps:This solu?on offers capabili?es that empower users of our agile processes and tools to track development progress and deploy releasesconfidently with assurance of feature completeness,high-quality and reduced risk.Key stakeholders have a single view of key insights into release progress,hea

111、lth,quality,defect trends,and metrics that drive focus,gauge readiness,and help to ensure successful,quality releases.AIOps:This solu?on combines applica?on,infrastructure and network monitoring and correla?on with intelligent remedia?on capabili?es to helpcustomers create more resilient produc?on e

112、nvironments and improve customer experience.Endpoint Security:Endpoints are the cri?cal last line of defense against cyber a?ackers.Our Symantec endpoint security solu?ons prevent,detect andrespond to emerging threats across all devices and opera?ng systems including laptops,desktops,tablets,mobile

113、phones,servers and cloud workloads throughan intelligent AI driven security console and single agent.Network Security:Email and web access are the lifeblood and essen?al communica?on means for every modern organiza?on.We have a full array ofnetwork security solu?ons,as well as a shared set of advanc

114、ed threat protec?on technologies to stop inbound and outbound threats targe?ng end users,informa?on and key infrastructure.Informa?on Security:Informa?on protec?on and compliance is cri?cal to managing risk.We offer integrated informa?on security solu?ons,based on anefficient,single-policy that can

115、be applied across the en?re environment,to help organiza?ons iden?fy and protect risky users,applica?ons and their mostsensi?ve data everywhere across endpoints,on-premises networks,cloud services and private applica?ons.Iden?ty Security:User iden?es are under a?ack by cyber criminals hoping to expl

116、oit their access and privileges and do harm.We mi?gate these a?acks byposi?vely iden?fying legi?mate users,enforcing granular access control policies,and streamlining access governance to prevent unauthorized access to sensi?veresources and data.Fibre Channel Switch Products:Our Brocade Fibre Channe

117、l switch products provide interconnec?on,bandwidth and high-speed switching between serversand storage devices which are in a FC SAN.FC SANs are networks dedicated to mission cri?cal storage traffic,and enable simultaneous high speed and secureconnec?ons among mul?ple host computers and mul?ple stor

118、age arrays.Payment Security Suite:This is a so?ware as a service(“SaaS”)-based payment authen?ca?on service to help banks and merchants protect against fraudand ensure a hassle-free online shopping experience for their customers.Research and DevelopmentWe are commi?ed to con?nuous investment in prod

119、uct development and enhancement,with a focus on rapidly introducing new,proprietary products andreleases.Many of our products have grown out of our own research and development efforts,and have given us compe?ve advantages in certain targetmarkets due to performance differen?a?on.However,we opportun

120、is?cally seek to enhance our capabili?es through the acquisi?on of engineers withcomplementary research and development skills and complementary technologies and businesses.We focus our research and development efforts on thedevelopment of mission cri?cal,innova?ve,sustainable and higher value produ

121、ct pla?orms and those that improve the quality and stability in our broadlydeployed products.We leverage our design capabili?es in markets where we believe our innova?on and reputa?on will allow us to earn a?rac?ve margins bydeveloping high value-add products.8Table of ContentsWe plan to con?nue inv

122、es?ng in product development,both organically and through acquisi?ons,to drive growth in our business.We also invest in processdevelopment and improvements to product features and func?ons,as well as fabrica?on capabili?es to op?mize processes for devices that are manufacturedinternally.Our field ap

123、plica?on engineers,design engineers,and product and so?ware development engineers are located in many places around the world,andin many cases near our top customers.This enhances our customer reach and our visibility into new product opportuni?es and,in the case of our semiconductorcustomers,enable

124、s us to support our customers in each stage of their product development cycle,from the early stages of produc?on design to volumemanufacturing and future growth.By collabora?ng with our customers,we have opportuni?es to develop high value-added,customized products for them thatleverage our exis?ng

125、technologies.We an?cipate that we will con?nue to make significant research and development expenditures in order to maintain ourcompe?ve posi?on,and to ensure a con?nuous flow of innova?ve and sustainable product pla?orms.Customers,Sales and Distribu?onWe sell our products through our direct sales

126、force and a select network of distributors and channel partners globally.Distributors and OEMs,or theircontract manufacturers,typically account for the substan?al majority of our semiconductor sales.A rela?vely small number of customers account for a significantpor?on of our net revenue.Sales to dis

127、tributors accounted for 57%and 56%of our net revenue for fiscal years 2023 and 2022,respec?vely.We believe aggregatesales to our top five end customers,through all channels,accounted for approximately 35%of our net revenue for each of our fiscal years 2023 and 2022.Webelieve aggregate sales to Apple

128、 Inc.,through all channels,accounted for approximately 20%of our net revenue for each of fiscal years 2023 and 2022.Weexpect to con?nue to experience significant customer concentra?on in future periods.The loss of,or significant decrease in demand from,any of our top five endcustomers could have a m

129、aterial adverse effect on our business,results of opera?ons and financial condi?on.Many of our semiconductor customers design products in North America or Europe that are then manufactured in Asia.To serve customers around theworld,we have strategically developed rela?onships with large global elect

130、ronic component distributors,complemented by a number of regional distributorswith customer rela?onships based on their respec?ve product ranges.We also sell our products to a wide variety of OEMs or their contract manufacturers.Wehave established strong rela?onships with leading OEM customers acros

131、s mul?ple target markets.Our direct sales force focuses on suppor?ng our large OEMcustomers,and has specialized product and service knowledge that enables us to sell specific offerings at key levels throughout a customers organiza?on.Certaincustomers require us to contract with them directly and wit

132、h specified intermediaries,such as contract manufacturers.Many of our major customer rela?onshipshave been in place for many years and are o?en the result of years of collabora?ve product development.This has enabled us to build our extensive IP por?olioand develop cri?cal exper?se regarding our cus

133、tomers requirements,including substan?al system-level knowledge.This collabora?on has provided us with keyinsights into our customers businesses and has enabled us to be more efficient and produc?ve and to be?er serve our target markets and customers.Many ofour customers and their contract manufactu

134、rers o?en require?me cri?cal delivery of our products to mul?ple loca?ons around the world.With sales officeslocated in various countries,our primary warehouse in Malaysia,and dedicated regional customer support call centers,where we address customer issues andhandle logis?cs and other order fulfill

135、ment requirements,we believe we are well-posi?oned to support our customers throughout the design,technologytransfer and manufacturing stages across all geographies.Our so?ware customers are in most major industries worldwide,including banks,insurance companies,other financial services providers,gov

136、ernmentagencies,global IT service providers,telecommunica?on providers,transporta?on companies,manufacturers,technology companies,retailers,educa?onalorganiza?ons and health care ins?tu?ons.Our customers generally consist of large enterprises that have compu?ng environments from mul?ple vendors and

137、arehighly complex.We remain focused on strengthening rela?onships and increasing penetra?on within our exis?ng core,mainframe-centric,and Symantecendpoint customers and expanding the adop?on of our enterprise so?ware offerings with these customers.We believe our enterprise-wide license model willcon

138、?nue to offer our customers reduced complexity,more flexibility and an easier renewal process that will help drive revenue growth.Manufacturing Opera?onsWe focus on maintaining an efficient global supply chain and a variable,low-cost opera?ng model.Accordingly,we outsource a majority of ourmanufactu

139、ring opera?ons,u?lizing third-party foundry and assembly and test capabili?es,as well as some of our corporate infrastructure func?ons.The majorityof our front-end wafer manufacturing opera?ons is outsourced to external foundries,including Taiwan Semiconductor Manufacturing Company Limited(“TSMC”).W

140、e use third-party contract manufacturers for a significant majority of our assembly and test opera?ons,including TSMC,Advanced SemiconductorEngineering,Inc.,Foxconn Technology Group,Amkor Technology,Inc.and Siliconware Precision Industries Co.,Ltd.We use our internal fabrica?on facili?es forproducts

141、 u?lizing our innova?ve and proprietary processes,such as our FBAR filters for wireless communica?ons and our ver?cal-cavity surface emi?ng laserand side emi?ng lasers-based on GaAs and InP lasers for fiber op?c communica?ons,while outsourcing commodity processes such as standard CMOS.By doingso,we

142、can protect our IP and accelerate?me to market for our products.The majority of our internal III-V semiconductor wafer fabrica?on is done in the U.S.and Singapore.9Table of ContentsWe also have a long history of opera?ng in Asia where we manufacture and source the majority of our products and materi

143、als.We store the majority of ourproduct inventory in our warehouse in Malaysia and our presence in Asia places us in close proximity to many of our customers manufacturing facili?es.Manufacturing Materials and SuppliersOur manufacturing opera?ons employ a wide variety of semiconductors,electromechan

144、ical components and assemblies and raw materials.We purchasematerials from hundreds of suppliers on a global basis.These purchases are generally on a purchase order basis and some parts are not readily available fromalternate suppliers due to their unique design or the length of?me and cost necessar

145、y for re-design or qualifica?on.To address the poten?al disrup?on in oursupply chain,we may use a number of techniques,including redesigning products for alterna?ve components,making incremental or“life?me”purchases,orqualifying more than one source of supply.Our long-term rela?onships with our supp

146、liers allow us to proac?vely manage our technology development andproduct discon?nuance plans,and to monitor our suppliers financial health.Some suppliers may,nonetheless,extend their lead?mes,limit supplies,increaseprices or cease to produce necessary parts for our products.If these are unique or h

147、ighly specialized components,we may not be able to find a subs?tute quickly,or at all.Compe?onThe markets in which we par?cipate are highly compe?ve.Our compe?tors range from large,interna?onal companies offering a wide range of products tosmaller companies specializing in narrow markets.The compe?v

148、e landscape is changing as a result of a trend toward consolida?on within many industries,assome of our compe?tors have merged with or been acquired by other compe?tors,while others have begun collabora?ng with each other.We expect thisconsolida?on trend to con?nue.We expect compe?on in the markets

149、in which we par?cipate to con?nue to increase as exis?ng compe?tors improve or expandtheir product offerings and as new companies enter the market.Addi?onally,our ability to compete effec?vely depends on a number of factors,including:quality,technical performance,price,product features,product syste

150、m compa?bility,system-level design capability,engineering exper?se,responsiveness tocustomers,new product innova?on,product availability,delivery?ming and reliability,and customer sales and technical support.In the semiconductor market,we compete with integrated device manufacturers,fabless semicond

151、uctor companies,as well as the internal resources oflarge,integrated OEMs.Our primary compe?tors are Advanced Micro Devices,Inc.,Amlogic Inc.,Analog Devices,Inc.,Cisco Systems,Inc.,GlobalFoundries Inc.,Hamamatsu Photonics K.K.,Heidenhain Corpora?on,iC-Haus GmbH,Intel Corpora?on,Lumentum Holdings Inc

152、.,MACOM Technology Solu?ons Holdings,Inc.,Marvell Technology,Inc.,MaxLinear,Inc.,MediaTek Inc.,Microchip Technology Incorporated,Mitsubishi Electric Corpora?on,Murata Manufacturing Co.,Ltd.,NVIDIA Corpora?on,NXP Semiconductors N.V.,ON Semiconductor Corpora?on,OSRAM Licht AG,Qorvo,Inc.,Qualcomm Inc.,

153、Realtek Semiconductor Corp.,Renesas Electronics Corpora?on,Skyworks Solu?ons,Inc.,STMicroelectronics N.V.,Sumitomo Corpora?on,Synap?cs Incorporated,Texas Instruments,Inc.,TDK-EPC Corpora?on,Toshiba Corpora?on,Wolfspeed,Inc.(f/k/a Cree,Inc.),and II-VI Incorporated.We compete based on the strength and

154、 exper?se of our highspeed proprietary design exper?se,FBAR technology,amplifier design,module integra?on,proprietary materials processes,mul?ple storage protocols andmixed-signal design,our broad product por?olio,support of key industry standards,reputa?on for quality products,and our customer rela

155、?onships.In the infrastructure so?ware market,we compete with large enterprise so?ware vendors who con?nue to expand their product and service offerings andconsolidate offerings into broad product lines,and smaller,niche players focused on specific markets.Our primary compe?tors are Atlassian Corpor

156、a?on,Plc,BeyondTrust Corpora?on,BMC So?ware Inc.,Cisco Systems,Inc.,CrowdStrike Holdings,Inc.,CyberArk So?ware,Ltd.,Dino-So?ware Corpora?on,Interna?onalBusiness Machines Corpora?on,Microso?Corpora?on,New Relic,Inc.,OpenText Corpora?on,Oracle Corpora?on,Proofpoint,Inc.,Rocket So?ware,Inc.,SailPoint T

157、echnologies Holdings,Inc.,S,Inc.,ServiceNow,Inc.,SolarWinds Corpora?on,Splunk,Inc.and Zscaler,Inc.We compete based on thebreadth of our enterprise management tools por?olio,breadth and synergy of offerings,our pla?orm and hardware independence,our global reach,and ourdeep customer rela?onships and i

158、ndustry experience.Intellectual PropertyOur success depends in part upon our ability to protect our IP.To accomplish this,we rely on a combina?on of IP rights,including patents,copyrights,trademarks,service marks,trade secrets and similar IP,as well as customary contractual protec?ons with our custo

159、mers,suppliers,employees and consultants,and through security measures to protect our trade secrets.We believe our current product exper?se,key engineering talent and IP por?olio provide us with astrong pla?orm from which to develop applica?on specific products in key target markets.As of October 29

160、,2023,we had 15,400 U.S.and other patents and 910 U.S.and other pending patent applica?ons.The expira?on dates of our patentsrange from 2023 to 2042,with a small number of patents expiring in the near future,none of10Table of Contentswhich are expected to be material to our IP por?olio.We are not su

161、bstan?ally dependent on any single patent or group of related patents.We focus our patent applica?on program to a greater extent on those inven?ons and improvements that we believe are likely to be incorporated into ourproducts,as contrasted with more basic research.However,we do not know how many o

162、f our pending patent applica?ons will result in the issuance of patents orthe extent to which the examina?on process could require us to narrow our claims.We and our predecessors have also entered into a variety of IP licensing and cross-licensing arrangements that have both benefited our business a

163、ndenabled some of our compe?tors.A por?on of our revenue comes from IP licensing royalty payments and from li?ga?on se?lements rela?ng to such IP.We alsolicense third-party technologies that are incorporated into some elements of our design ac?vi?es,products and manufacturing processes.Historically,

164、licenses ofthe third-party technologies used by us have generally been available to us on acceptable terms.The industries in which we compete are characterized by the existence of a large number of patents,copyrights,trademarks and trade secrets and by thevigorous pursuit,protec?on and enforcement o

165、f IP rights,including by patent holding companies that do not make or sell products.Some of our customeragreements require us to indemnify our customers for third-party IP infringement claims arising from our products.Claims of this sort could harm ourrela?onships with our customers and might deter

166、future customers from doing business with us.With respect to any IP rights claims against us or our customersor distributors,we may be required to defend ourselves or our customers or distributors in li?ga?on,cease manufacturing the infringing products,pay damages,expend resources to develop non-inf

167、ringing technology,seek a license which may not be available on commercially reasonable terms or at all,or relinquishpatents or other IP rights.With respect to our infrastructure so?ware,the proprietary por?ons of our source code for our products are protected both as a trade secret and ascopyrighte

168、d works.Except with respect to so?ware components that are subject to open source licenses,our customers do not generally have access to thesource code for our products.Rather,on-premise customers typically access only the executable code for our products,and SaaS customers access only thefunc?onali

169、ty of our SaaS offerings.Under certain con?ngent circumstances,some of our customers are beneficiaries of a source code escrow arrangement thatwould enable them to obtain a limited right to access and use our source code if specific condi?ons are met.EmployeesOur con?nued success depends on our abil

170、ity to a?ract,mo?vate and retain our workforce in a highly compe?ve labor market.Specifically,as the sourceof our technological and product innova?ons,our engineering and technical personnel are a cri?cal asset.We measure our employees engagement by our voluntary a?ri?on rate and employee feedback.O

171、ur global voluntary a?ri?on rate in fiscal year 2023 wasapproximately 3.3%,well below the technology industry benchmark(AON,2023 Salary Increase and Turnover Study Second Edi?on,September 2023).We also track the por?on of our workforce in research and development roles.As of October 29,2023,we had a

172、pproximately 20,000 employeesworldwide,with approximately 63%in research and development roles.By geography,approximately 54%of our employees are located in North America,34%inAsia,and 12%in Europe,the Middle East and Africa.Governmental Regula?onOur semiconductor manufacturing opera?ons and researc

173、h and development involve the use of hazardous substances and are regulated underinterna?onal,federal,state and local laws governing health,safety and the environment.These regula?ons include limita?ons on discharge of pollutants to air,water,and soil;remedia?on requirements;product chemical content

174、 limita?ons;manufacturing chemical use and handling restric?ons;pollu?on controlrequirements;waste minimiza?on considera?ons;and treatment,transport,storage and disposal of solid and hazardous wastes.We are also subject toregula?on by the U.S.Occupa?onal Safety and Health Administra?on and similar h

175、ealth and safety laws in other jurisdic?ons.We believe that our proper?es and opera?ons at our facili?es comply in all material respects with applicable environmental laws and worker health andsafety laws.However,the risk of environmental liabili?es cannot be completely eliminated and there can be n

176、o assurance that the applica?on of environmental,health and safety laws to our business will not require us to incur significant expenditures.We are also regulated under a number of interna?onal,federal,state and local laws regarding recycling,product packaging and product contentrequirements,includ

177、ing legisla?on enacted in the U.S.,European Union and China,among a growing number of jurisdic?ons,which have placed greaterrestric?ons on the use of lead,among other restricted substances,in electronic products,which affects materials composi?on and semiconductor packaging.Inaddi?on,our business is

178、 subject11Table of Contentsto various import/export regula?ons,such as the U.S.Export Administra?on Regula?ons,and applicable execu?ve orders,and rules of industrial standardsbodies,like the Interna?onal Organiza?on for Standardiza?on,as well as regula?on by other agencies,such as the U.S.Federal Tr

179、ade Commission(“FTC”).Theselaws,regula?ons and orders are complex,may change frequently and with limited no?ce,have generally and may con?nue to become more stringent over?me.We may incur significant expenditures in future periods as a result.SeasonalityHistorically,our net revenue has typically bee

180、n higher in the second half of the fiscal year than in the first half,primarily due to seasonality in our wirelesscommunica?ons products.These products have historically experienced seasonality due to launches of new mobile devices manufactured by our OEMcustomers.However,from?me to?me,typical seaso

181、nality and industry cyclicality are overshadowed by other factors such as wider macroeconomic effects,the?ming of significant product transi?ons and launches by large OEMs,par?cularly with our wireless communica?ons products.We have a diversified businesspor?olio and we believe that our overall reve

182、nue is less suscep?ble to seasonal varia?ons as a result of this diversifica?on.Other Informa?onOur website is .You may access our annual reports on Form 10-K,quarterly reports on Form 10-Q,current reports on Form 8-K andother reports(and amendments thereto)filed or furnished pursuant to Sec?on 13(a

183、)or 15(d)of the Securi?es Exchange Act of 1934(the“Exchange Act”)withthe Securi?es and Exchange Commission(the“SEC”),as well as proxy statements filed by Broadcom,free of charge at the“Investor Center-SEC Filings”sec?onof our website at ,as soon as reasonably prac?cable a?er such material is electro

184、nically filed with,or furnished to,the SEC.Such periodicreports,proxy statements and other informa?on are also available at the SECs website at www.sec.gov.The reference to our website address does not cons?tuteincorpora?on by reference of the informa?on contained on or accessible through our websit

185、e.Informa?on About Our Execu?ve OfficersThe following table provides informa?on regarding our execu?ve officers as of December 14,2023:Name and TitleAgePosi?on and OfficesHock E.Tan72President,Chief Execu?ve Officer and DirectorKirsten M.Spears59Chief Financial Officer and Chief Accoun?ng OfficerMar

186、k D.Brazeal55Chief Legal and Corporate Affairs OfficerCharlie B.Kawwas,Ph.D.53President,Semiconductor Solu?ons GroupHock E.Tan has served as our President and Chief Execu?ve Officer since March 2006.He was President and Chief Execu?ve Officer at Integrated CircuitSystems,Inc.(“ICS”),a publicly trade

187、d?ming solu?ons IC company,from 1999 un?l its acquisi?on by Integrated Device Technology,Inc.in 2005.He also heldseveral execu?ve leadership posi?ons at ICS,including Chief Opera?ng Officer from 1996 to 1999 and Senior Vice President and Chief Financial Officer from 1995to 1999.He was Vice President

188、 of Finance at Commodore Interna?onal,Ltd.from 1992 to 1994,and held senior management posi?ons at PepsiCo,Inc.andGeneral Motors Corpora?on.He was also managing director of Pacven Investment,Ltd.,a venture capital fund in Singapore,from 1988 to 1992,and wasmanaging director of Hume Industries Ltd.in

189、 Malaysia from 1983 to 1988.Kirsten M.Spears has served as our Chief Financial Officer and Chief Accoun?ng Officer since December 2020.She served as our Principal Accoun?ngOfficer from March 2016 to December 2020 and Vice President and Corporate Controller from May 2014 to December 2020.She was Vice

190、 President andCorporate Controller at LSI Corpora?on from 2007 un?l its acquisi?on by us in 2014.She held several management posi?ons in accoun?ng and repor?ng at LSIfrom 1997 to 2007.She also worked for PriceWaterhouseCoopers prior to joining LSI.Mark D.Brazeal has served as our Chief Legal and Cor

191、porate Affairs Officer since December 2021.He served as our Chief Legal Officer from March 2017 toDecember 2021.He was Chief Legal Officer and Senior Vice President,IP Licensing for SanDisk Corpora?on from 2014 un?l its acquisi?on by Western DigitalCorpora?on in 2016.He held several senior legal pos

192、i?ons at Broadcom Corpora?on from 2000 to 2014,including Senior Vice President and Senior DeputyGeneral Counsel in charge of all commercial,opera?onal,IP licensing and li?ga?on ma?ers.He was also an a?orney in the transac?onal and IP groups at the lawfirms of Wilson Sonsini Goodrich&Rosa?,Yuasa&Hara

193、 and Howrey&Simon prior to joining Broadcom Corpora?on.Charlie B.Kawwas has served as our President,Semiconductor Solu?ons Group since July 2022.He served as our Chief Opera?ng Officer from December2020 to July 2022,Senior Vice President and Chief Sales Officer from June 2015 to December 2020 and Se

194、nior Vice President,Worldwide Sales from May 2014 toJune 2015.He was head of worldwide sales at12Table of ContentsLSI Corpora?on from 2010 un?l its acquisi?on by us in 2014.He held several execu?ve leadership posi?ons at LSI from 2007 to 2010,including Vice President ofSales and Marke?ng for the net

195、working division and Vice President of Marke?ng for the networking and storage products group.He was also the leader ofProduct Line Management for the Op?cal Ethernet and Mul?-service Edge por?olio at Nortel Networks Corpora?on prior to joining LSI.13Table of ContentsITEM 1A.RISK FACTORSOur business

196、,opera?ons and financial results are subject to various risks and uncertain?es,including those described below,that could adversely affect ourbusiness,financial condi?on,results of opera?ons,cash flows,and the trading price of our common stock.The following material factors,among others,couldcause o

197、ur actual results to differ materially from historical results and those expressed in forward-looking statements made by us or on our behalf in filings withthe SEC,press releases,communica?ons with investors and oral statements.Risk Factors SummaryThe following is a summary of the principal risks th

198、at could adversely affect our business,opera?ons and financial results.Risks Related to Our BusinessAdverse global economic condi?ons could have a nega?ve effect on us.Our business is subject to various governmental regula?ons and trade restric?ons.Compliance with these regula?ons may cause us to in

199、cur significantexpense and,if we fail to maintain compliance,we may be forced to cease manufacture and distribu?on of certain products or subjected toadministra?ve proceedings and civil or criminal penal?es.Global poli?cal and economic condi?ons and other factors related to our interna?onal opera?on

200、s could adversely affect us.The failure to realize the expected benefits from the VMware Merger may adversely affect our business and the value of our common stock.We may pursue acquisi?ons,investments,joint ventures and disposi?ons,which could adversely affect our results of opera?ons.We are subjec

201、t to risks associated with our distributors and other channel partners,including product inventory levels and product sell-through.We are dependent on senior management and if we are unable to a?ract and retain qualified personnel,we may not be able to execute our businessstrategy effec?vely.An impa

202、irment of the confiden?ality,integrity,or availability of our IT systems,or those of one or more of our corporate infrastructure vendors,couldhave a material adverse effect on our business.We operate in the highly cyclical semiconductor industry.The majority of our sales come from a small number of

203、customers and a reduc?on in demand or loss of one or more of our significant customers mayadversely affect our business.Dependence on contract manufacturing and suppliers of cri?cal components within our supply chain may adversely affect our ability to bring productsto market.We purchase a significa

204、nt amount of the materials used in our products from a limited number of suppliers.Failure to adjust our manufacturing and supply chain to accurately meet customer demand could adversely affect our results of opera?ons.Winning business in the semiconductor solu?ons industry is subject to a lengthy p

205、rocess that o?en requires us to incur significant expense,from whichwe may ul?mately generate no revenue.A prolonged disrup?on of our manufacturing facili?es,research and development facili?es,warehouses or other significant opera?ons,or those of oursuppliers,could have a material adverse effect on

206、us.We may be unable to maintain appropriate manufacturing capacity or product yields at our own manufacturing facili?es.We may be involved in legal proceedings,including IP,securi?es li?ga?on,and employee-related claims that could adversely affect our business.If demand for our data center virtualiz

207、a?on products is less than an?cipated,our business could be adversely affected.The growth of our so?ware business depends on customer acceptance of our newer products and services.Incompa?bility of our so?ware products with opera?ng environments,pla?orms,or third-party products,demand for our produc

208、ts and services coulddecrease.Failure to enter into so?ware license agreements on a sa?sfactory basis could adversely affect us.Licensed third party so?ware used in our products may not be available to us in the future,which may delay product development and produc?on orcause us to incur addi?onal e

209、xpense.14Table of ContentsOur use of open source so?ware in certain products and services could materially adversely affect our business,financial condi?on and results ofopera?ons.Failure of our so?ware products to manage and secure IT infrastructures and environments could have a material adverse e

210、ffect on our business.Our sales to government customers subject us to uncertain?es and governmental regula?ons,which could have a material adverse effect on ourbusiness.Failure to effec?vely manage our products and services lifecycles could harm our business.Our opera?ng results are subject to subst

211、an?al quarterly and annual fluctua?ons.Compe?on in our industries could prevent us from growing our revenue.Our ability to maintain or improve gross margin.Our ability to protect the significant amount of IP in our business.We are subject to warranty claims,product recalls and product liability.The

212、complexity of our products could result in unforeseen delays or expense or undetected defects or bugs.We make substan?al investments in research and development and unsuccessful investments could materially adversely affect our business,financialcondi?on and results of opera?ons.We collect,use,store

213、,or otherwise process personal informa?on,which subjects us to privacy and data security laws and contractual commitments,and our actual or perceived failure to comply with such laws and commitments could harm our business.We are subject to environmental,health and safety laws,which could increase o

214、ur costs,restrict our opera?ons and require expenditures.Environmental,social and governance ma?ers may adversely affect our rela?onships with customers and investors.The average selling prices of semiconductor products in our markets have o?en decreased rapidly and may do so in the future.Fluctua?o

215、ns in foreign exchange rates could result in losses.Risks Rela?ng to TaxesChanges in tax legisla?on or policies could materially impact our financial posi?on and results of opera?ons.Our corporate income taxes could significantly increase if we are unable to maintain our tax concessions or if our as

216、sump?ons and interpreta?onsregarding tax laws and concessions prove to be incorrect.Our income taxes and overall cash tax costs are affected by a number of factors that could materially,adversely affect financial results.We have poten?al tax liabili?es as a result of VMwares former controlling owner

217、ship by Dell,which could have an adverse effect on our financialcondi?on and opera?ng results.Risks Rela?ng to Our IndebtednessOur substan?al indebtedness could adversely affect our financial health and our ability to execute our business strategy.The instruments governing our indebtedness impose ce

218、rtain restric?ons on our business.Servicing our debt requires a significant amount of cash,and we may not have sufficient cash flows from our business to pay our substan?al debt.Risks Rela?ng to Owning Our Common StockVola?lity of our stock price could result in substan?al losses for our investors a

219、s well as class ac?on li?ga?on against us and our management.The amount and frequency of our stock repurchases may fluctuate.A substan?al amount of our stock is held by a small number of large investors.There can be no assurance that we will con?nue to declare cash dividends.For a more complete disc

220、ussion of the material risks facing our business,see below.15Table of ContentsRisks Related to Our BusinessAdverse global economic condi?ons could have a nega?ve effect on our business,results of opera?ons and financial condi?on and liquidity.A general slowdown in the global economy,including a rece

221、ssion,or in a par?cular region or industry,an increase in trade tensions with U.S.tradingpartners,infla?on or a?ghtening of the credit markets could nega?vely impact our business,financial condi?on and liquidity.Adverse global economic condi?onshave from?me to?me caused or exacerbated significant sl

222、owdowns in the industries and markets in which we operate,which have adversely affected ourbusiness and results of opera?ons.Macroeconomic weakness and uncertainty also make it more difficult for us to accurately forecast revenue,gross margin andexpenses,and may make it more difficult to raise or re

223、finance debt.An escala?on of trade tensions between the U.S.and China has resulted in trade restric?ons,increased protec?onism and increased tariffs that harm our ability to par?cipate in Chinese markets or compete effec?vely with Chinese companies.Sustaineduncertainty about,or worsening of,current

224、global economic condi?ons and further escala?on of trade tensions between the U.S.and its trading partners,especially China,and possible decoupling of the U.S.and China economies,could result in a global economic slowdown and long-term changes to global trade.Such events may also(i)cause our custome

225、rs and consumers to reduce,delay or forgo technology spending,(ii)result in customers sourcing products from othersuppliers not subject to such restric?ons or tariffs,(iii)lead to the insolvency or consolida?on of key suppliers and customers,and(iv)intensify pricing pressures.Any or all of these fac

226、tors could nega?vely affect demand for our products and our business,financial condi?on and results of opera?ons.Our business is subject to various governmental regula?ons,and compliance with these regula?ons may cause us to incur significant expense.If we fail tomaintain compliance with applicable

227、regula?ons,we may be forced to cease the manufacture and distribu?on of certain products,and we could be subject toadministra?ve proceedings and civil or criminal penal?es.Our business is subject to various domes?c and interna?onal laws and other legal requirements,including an?-compe?on and import/

228、export regula?ons,such as the U.S.Export Administra?on Regula?ons,and applicable execu?ve orders.These laws,regula?ons and orders are complex,may change frequently andwith limited no?ce,and have generally and may con?nue to become more stringent over?me.We may be required to incur significant expens

229、e to comply with,or to remedy viola?ons of,these regula?ons.In addi?on,if our customers fail to comply with these regula?ons,we may be required to suspend sales to thesecustomers,which could damage our reputa?on and nega?vely impact our results of opera?ons.The U.S.government may also add companies

230、to its restricteden?ty list and/or technologies to its list of prohibited exports to specific countries,which have had and may con?nue to have an adverse effect on our ability tosell our products and our revenue.For example,Huawei Technologies Co.,Ltd.,one of our customers,is subject to certain U.S.

231、export restric?ons,which hasrequired us to suspend sales to Huawei un?l we obtain licenses from the U.S.Department of Commerce.We may be unable to obtain or maintain the necessarylicenses to allow us to export products to them.These restric?ve governmental ac?ons and any similar measures that may be

232、 imposed on U.S.companies byother governments,especially in light of ongoing trade tensions with China,will likely limit or prevent us from doing business with certain of our customers orsuppliers and harm our ability to compete effec?vely or otherwise nega?vely affect our ability to sell our produc

233、ts,and adversely affect our business and resultsof opera?ons.Furthermore,government authori?es may take retaliatory ac?ons,impose condi?ons for the supply of products or require the license or othertransfer of intellectual property,which could have a material adverse effect on our business.Our produ

234、cts and opera?ons are also subject to regula?on by U.S.and non-U.S.regulatory agencies,such as the FTC.From?me to?me,we may also beinvolved or required to par?cipate in regulatory inves?ga?ons or inquiries,such as the ongoing inves?ga?on by the Korean Fair Trade Commission into certain ofour contrac

235、?ng and business prac?ces,which may evolve into legal or other administra?ve proceedings.Growing public concern over concentra?on of economicpower in corpora?ons is likely to result in increased an?-compe?on legisla?on,regula?on,administra?ve rule making,and enforcement ac?vity.Involvement inregulat

236、ory inves?ga?ons or inquiries,can be costly,lengthy,complex and?me consuming,diver?ng the a?en?on and energies of our management and technicalpersonnel.If any pending or future governmental inves?ga?ons result in an unfavorable resolu?on,we could be required to cease the manufacture and sale of thes

237、ubject products or technology,pay fines or disgorge profits or other payments,and/or cease certain conduct and/or modify our contrac?ng or businessprac?ces,which could have a material adverse effect on our business,financial condi?on and results of opera?ons.We may be obligated to indemnify ourcurre

238、nt or former directors or employees,or former directors or employees of companies that we have acquired,in connec?on with regulatory inves?ga?ons.These liabili?es could be substan?al and may include,among other things,the cost of government,law enforcement or regulatory inves?ga?ons and civil orcrim

239、inal fines and penal?es.In addi?on,the manufacture and distribu?on of our semiconductors must comply with various laws and adapt to changes in regulatory requirements as theyoccur.For example,if a country in which our products are manufactured or sold sets technical standards that are not widely sha

240、red,it may require us to stopdistribu?ng our products commercially un?l they comply with such new standards,lead certain of our customers to suspend imports of their products into thatcountry,require manufacturers in that country to manufacture products with different technical standards and disrupt

241、 cross-border16Table of Contentsmanufacturing rela?onships,any of which could have a material adverse effect on our business,financial condi?on and results of opera?ons.If we fail to complywith these requirements,we could also be required to pay civil penal?es or face criminal prosecu?on.Global poli

242、?cal and economic condi?ons and other factors related to our interna?onal opera?ons could adversely affect our business,financial condi?on andresults of opera?ons.A majority of our products are produced,sourced and sold interna?onally and our interna?onal revenue represents a significant percentage

243、of our overallrevenue.In addi?on,as of October 29,2023,nearly 49%of our employees were located outside the U.S.Mul?ple factors rela?ng to our interna?onal opera?onsand to par?cular countries in which we operate could have a material adverse effect on our business,financial condi?on and results of op

244、era?ons.These factorsinclude:changes in poli?cal,regulatory,legal or economic condi?ons or geopoli?cal turmoil(including China-Taiwan rela?ons),including terrorism,war orpoli?cal or military coups,state-sponsored or poli?cally mo?vated cyber-a?acks,or civil disturbances or poli?cal instability(forei

245、gn and domes?c);restric?ve governmental ac?ons,such as restric?ons on the transfer or repatria?on of funds and foreign investments,data privacy regula?ons,imposi?on of climate change regula?ons,and trade protec?on measures,including increasing protec?onism,import/export restric?ons(including withreg

246、ards to advanced technologies),import/export du?es and quotas,trade sanc?ons and customs du?es and tariffs,all of which have increased inrecent years;difficulty in obtaining product distribu?on and support,and transporta?on delays;poten?al inability to localize so?ware products;difficulty in enforci

247、ng contracts,collec?ng accounts receivables and maintaining appropriate financial control;difficulty in conduc?ng due diligence with respect to business partners;public health or safety concerns,medical epidemics or pandemics,such as COVID-19,and other natural-or man-made disasters;na?onaliza?on of

248、businesses and expropria?on of assets;andchanges in U.S.and foreign tax laws.A significant legal risk associated with conduc?ng business interna?onally is compliance with the various and differing laws and regula?ons of the manycountries in which we do business.In addi?on,the laws in various countri

249、es are constantly evolving and may,in some cases,conflict with each other or withagreements we have made in one or more jurisdic?ons.Although our policies prohibit us,our employees and our agents from engaging in unethical businessprac?ces,there can be no assurance that all of our employees,distribu

250、tors or other agents will refrain from ac?ng in viola?on of our related an?-corrup?on orother policies and procedures.Any such viola?on could have a material adverse effect on our business.Failure to realize the benefits expected from the VMware Merger could adversely affect our business and the val

251、ue of our common stock.As part of our integra?on of the VMware business,we plan to focus on VMwares core business of crea?ng private and hybrid cloud environments amonglarge enterprises globally and dives?ng non-core assets.If VMware customers do not accept this plan,the investments we have made or

252、may make to implementthis plan may be of no or limited value,we may lose customers,our financial results may be adversely affected and our stock price may suffer.Although we expect significant benefits to result from the VMware Merger,there can be no assurance that we will actually realize these ben

253、efits.Achievingthese benefits will depend,in part,on our ability to integrate VMwares business successfully and efficiently.The challenges involved in this integra?on,which arecomplex and?me consuming,include the following:preserving customer and other important rela?onships of VMware and a?rac?ng n

254、ew business and opera?onal rela?onships;integra?ng financial forecas?ng and controls,procedures and repor?ng cycles;consolida?ng and integra?ng corporate,informa?on technology,finance and administra?ve infrastructures;coordina?ng sales and marke?ng efforts to effec?vely posi?on our capabili?es;coord

255、ina?ng and integra?ng opera?ons in countries in which we have not previously operated;17Table of Contentsreorien?ng the VMware sales and marke?ng force to align with the change in strategy and effec?vely posi?on the business;andintegra?ng the VMware workforce,including managing employee transi?ons a

256、nd a?ri?on,maintaining employee morale and retaining key employees.If we do not successfully manage these issues and the other challenges inherent in integra?ng an acquired business,then we may not achieve thean?cipated benefits of the VMware Merger within our an?cipated?meframe or at all and our re

257、venue,expenses,opera?ng results,financial condi?on and stockprice could be materially adversely affected.The successful integra?on of the VMware business will require significant management a?en?on both before anda?er the comple?on of the VMware Merger,and may divert the a?en?on of management from o

258、ur business and opera?onal issues.We may pursue acquisi?ons,investments,joint ventures and disposi?ons,which could adversely affect our results of opera?ons.Our growth strategy includes acquiring or inves?ng in businesses that offer complementary products,services and technologies,or enhance our mar

259、ketcoverage or technological capabili?es.Any acquisi?ons we may undertake,including the VMware Merger,and their integra?on involve risks and uncertain?es,such as:unexpected delays,challenges and related expenses,and disrup?on of our business;diversion of managements a?en?on from daily opera?ons and

260、the pursuit of other opportuni?es;incurring significant restructuring charges and amor?za?on expense,assuming liabili?es(some of which may be unexpected)and ongoing or newlawsuits,poten?al impairment of acquired goodwill and other intangible assets,and increasing our expenses and working capital req

261、uirements;the poten?al for deficiencies in internal controls at the acquired business,as well as implemen?ng our own management informa?on systems,opera?ng systems and internal controls for the acquired opera?ons;our due diligence process may fail to iden?fy significant issues with the acquired busi

262、ness products,financial disclosures,accoun?ng prac?ces,legal,taxand other con?ngencies,compliance with local laws and regula?ons(and interpreta?ons thereof)in the U.S.and mul?ple interna?onal jurisdic?ons;addi?onal acquisi?on-related debt,which could increase our leverage and poten?ally nega?vely af

263、fect our credit ra?ngs resul?ng in more restric?veborrowing terms or increased borrowing costs thereby limi?ng our ability to borrow;dilu?on of stock ownership of exis?ng stockholders;difficul?es integra?ng the acquired business or company and in managing and retaining acquired employees,vendors and

264、 customers;andinaccuracies in our original es?mates and assump?ons used to assess a transac?on,which may result in us not realizing the expected financial orstrategic benefits of any such transac?on.In addi?on,current and future changes to the U.S.and foreign regulatory approval process and requirem

265、ents related to acquisi?ons may cause approvals totake longer than an?cipated,not be forthcoming or contain burdensome condi?ons,which may prevent the transac?on or jeopardize,delay or reduce thean?cipated benefits of the transac?on,and impede the execu?on of our business strategy.From?me to?me,we m

266、ay also seek to divest or wind down por?ons of our business,either acquired or otherwise,or we may exit minority investments,any of which could materially affect our cash flows and results of opera?ons.Such disposi?ons involve risks and uncertain?es,including our ability to sell suchbusinesses on te

267、rms acceptable to us,or at all,disrup?on to other parts of our business,poten?al loss of employees or customers,or exposure to unan?cipatedliabili?es or ongoing obliga?ons to us following any such disposi?ons.In addi?on,disposi?ons may include the transfer of technology and/or the licensing ofcertai

268、n IP rights to third-party purchasers,which could limit our ability to u?lize such IP rights or assert these rights against such third-party purchasers or otherthird par?es.We are subject to risks associated with our distributors and other channel partners,including product inventory levels and prod

269、uct sell-through.We sell our products through a direct sales force and a select network of distributors and other channel partners globally.Sales to distributors accounted for57%of our net revenue in the fiscal year ended October 29,2023 and are subject to a number of risks,including:18Table of Cont

270、entsfluctua?ons in demand based on our distributors product inventory levels and end customer demand;our distributors and other channel partners are generally not subject to minimum sales requirements or any obliga?on to market our products to theircustomers;our distributors and other channel partne

271、rs agreements are generally nonexclusive and may be terminated at any?me without cause;our lack of control over the?ming of delivery of our products to end customers;andour distributors and other channel partners may market and distribute compe?ng products and may place greater emphasis on the sale

272、of theseproducts.We expect our dependence on channel partners will increase following the VMware Merger.Failure to maintain good rela?onships with our distributors andchannel partners could adversely impact our business.In addi?on,we sell our semiconductor products through an increasingly limited nu

273、mber of distributors,which exposes us to addi?onal customer concentra?on and related credit risks.We do not always have a direct rela?onship with the end customers of our products.As a result,our semiconductor products may be used in applica?ons forwhich they were not necessarily designed or tested,

274、including,for example,medical devices,and they may not perform as an?cipated in such applica?ons.Insuch event,failure of even a small number of parts could result in significant liabili?es to us,damage our reputa?on and harm our business and results ofopera?ons.Our business would be adversely affect

275、ed by the departure of exis?ng members of our senior management team.Our success depends,in large part,on the con?nued contribu?ons of our senior management team,and in par?cular,the services of Hock E.Tan,ourPresident and Chief Execu?ve Officer.Effec?ve succession planning is also important for our

276、 long-term success.Failure to ensure effec?ve transfers of knowledgeand smooth transi?ons involving senior management could hinder our strategic planning and execu?on.None of our senior management is bound by wri?enemployment contracts.In addi?on,we do not currently maintain key person life insuranc

277、e covering our senior management.The loss of any of our seniormanagement could harm our ability to implement our business strategy and respond to the rapidly changing market condi?ons in which we operate.If we are unable to a?ract and retain qualified personnel,especially our engineering and technic

278、al personnel,we may not be able to execute our businessstrategy effec?vely.Our future success depends on our ability to a?ract,retain and mo?vate qualified personnel.As the source of our technological and product innova?ons,ourengineering and technical personnel(including cyber security experts)are

279、a significant asset.Compe?on for these employees is significant in many areas of theworld in which we operate,par?cularly in Silicon Valley and Southeast Asia where qualified engineers are in high demand.In addi?on,current or futureimmigra?on laws may make it more difficult to hire or retain qualifi

280、ed engineers,further limi?ng the pool of available talent.We believe equity awards provide apowerful long-term reten?on incen?ve and have historically granted these awards to the substan?al majority of our employees.If we are unable to con?nue ourcurrent equity gran?ng philosophy,this could impair o

281、ur efforts to a?ract and retain necessary personnel.Any inability to retain,a?ract or mo?vate suchpersonnel and provide compe?ve employment benefits could have a material adverse effect on our business,financial condi?on and results of opera?ons.An impairment of the confiden?ality,integrity,or avail

282、ability of our IT systems,or those of one or more of our corporate infrastructure vendors could have amaterial adverse effect on our business.Our business depends on a wide variety of complex IT systems and services,including cloud-based and other cri?cal corporate services rela?ng to,amongother thi

283、ngs,product research and development,financial repor?ng,product orders and fulfillment,HR,benefit plan administra?on,IT network management,and electronic communica?on and collabora?on services.These systems and services are both internally managed and outsourced,and in many cases we relyupon third-p

284、arty data centers.Any failure of these internal or third-party systems and services to operate effec?vely could disrupt our opera?ons and could havea material adverse effect on our business,financial condi?on and results of opera?ons.Our opera?ons are dependent upon our ability to protect our ITinfr

285、astructure against damage from business con?nuity events that could have a significant disrup?ve effect.Although these systems are designed to protect andsecure our customers,suppliers and employees confiden?al informa?on,as well as our own proprietary informa?on,we are,out of necessity,dependent on

286、our vendors to adequately address cyber security threats to their own systems.In addi?on,so?ware products we use and technologies produced by us haveoccasionally had in the past and may have in the future,vulnerabili?es that,if le?unmi?gated,could reduce the overall level of security of the systems

287、on whichthe so?ware is installed.Cyber-a?acks are increasing in number and sophis?ca?on,are well-financed,in some cases supported by state actors,and are designed to not only a?ack,but also to evade detec?on.Since the techniques used to obtain unauthorized access to systems,or to otherwise sabotage

288、them,change frequently and areo?en not recognized un?l launched against a target,we19Table of Contentsmay be unable to an?cipate these techniques or to implement adequate preventa?ve measures.As a cri?cal vendor in the digital supply chain for bothgovernmental en?es and cri?cal infrastructure operat

289、ors,we and our products may be targeted by those seeking to threaten the confiden?ality,integrity andavailability of systems suppor?ng essen?al public services.Geopoli?cal instability may increase the likelihood that we will experience direct or collateralconsequences from cyber conflicts between na

290、?on-states or other poli?cally mo?vated actors targe?ng cri?cal technology infrastructure.Accidental or willful security breaches or other unauthorized access to our informa?on systems or the systems of our service providers and businesspartners,or the existence of computer viruses or malware(such a

291、s ransomware)in our or their data or so?ware have in the past,and could in the future,exposeus to a risk of informa?on loss,business disrup?on,and misappropria?on of proprietary and confiden?al informa?on,including informa?on rela?ng to ourproducts or customers and the personal informa?on of our emp

292、loyees or third par?es.Such an event could disrupt our business and result in,among otherthings,unfavorable publicity,damage to our reputa?on,loss of our trade secrets and other compe?ve informa?on,li?ga?on by affected par?es and possiblefinancial obliga?ons for liabili?es and damages related to the

293、 the?or misuse of such informa?on,significant remedia?on costs,disrup?on of key businessopera?ons and significant diversion of our resources,as well as fines and other sanc?ons resul?ng from any related breaches of data privacy regula?ons(such asthe General Data Protec?on Regula?on),any of which cou

294、ld have a material adverse effect on our business,profitability and financial condi?on.While we may been?tled to damages if our vendors fail to perform under their agreements with us,any award may be insufficient to cover the actual costs incurred by us and,asa result of a vendors failure to perform

295、,we may be unable to collect any damages.Despite our internal controls and investment in security measures,we have,from?me to?me,been subject to disrup?ve cyber-a?acks and unauthorizednetwork intrusions and malware on our own IT networks or those of our service providers or business partners.Althoug

296、h no such cyber security incidents havebeen material to Broadcom,we con?nue to devote resources to protect our systems and data from unauthorized access or misuse,and we may be required toexpend greater resources in the future.Businesses we acquire may increase the scope and complexity of our IT net

297、works,and this may increase our risk exposureto cyber-a?acks when there are difficul?es integra?ng diverse legacy systems that support opera?ons for the acquired businesses.In addi?on,certain aspects of effec?ve cybersecurity are dependent upon our employees,contractors and other trusted partners re

298、liably safeguardingsecrets(e.g.,applica?on creden?als)and adhering to our security policies and access control mechanisms.We have in the past experienced,and expect in thefuture to experience,security incidents arising from a failure to properly handle such secrets or adhere to such policies and,alt

299、hough no such events have had amaterial adverse effect on our business,there can be no assurance that an insider threat will not result in an incident that is material to Broadcom.Our logging,aler?ng and cyber incident detec?on mechanisms may not cover every system poten?ally targeted by threat acto

300、rs,may not have the capability to detect certaintypes of unauthorized ac?vi?es,and may not capture and surface informa?on sufficient to enable us to?mely detect and take responsive ac?on to insider orexternal threats.U.S.and foreign regulators,as well as customers and service providers,have also inc

301、reased their focus on cyber security vulnerabili?es and risks.Compliancewith laws,regula?ons,and contractual provisions concerning privacy,cyber security,secure technology development,data governance,data protec?on,confiden?ality and IP could result in significant expense,and any failure to comply c

302、ould result in proceedings against us by regulatory authori?es or other thirdpar?es and may also increase our overall compliance burden.We operate in the highly cyclical semiconductor industry.The semiconductor industry is highly cyclical and is characterized by price erosion,wide fluctua?ons in pro

303、duct supply and demand,constant and rapidtechnological change,evolving technical standards,frequent new product introduc?ons,and short product life cycles(for semiconductors and for many of theend products in which they are used).From?me to?me,these factors,together with changes in general economic

304、condi?ons,cause significant upturns anddownturns in the industry in general,and in our business in par?cular.The industry previously experienced a significant upturn due to a supply imbalance thatresulted in record profitability and increases in average selling prices.The industry,however is current

305、ly experiencing a downturn,and historically,such down-cycles have been characterized by diminished demand for end-user products,high inventory levels and periods of inventory adjustment,under-u?liza?on ofmanufacturing capacity,changes in revenue mix,accelerated erosion of average selling prices and

306、elimina?on of expedite fees leading to reduced profitabilityand a decline in our stock price.The Crea?ng Helpful Incen?ves to Produce Semiconductors for America Act could also result in an increase in supply leading toexcess inventory and a decrease in average selling prices.We expect our business t

307、o con?nue to be subject to cyclical downturns even when overall economiccondi?ons are rela?vely stable.If we cannot offset industry or market downturns,our net revenue may decline and our financial condi?on and results ofopera?ons may suffer.20Table of ContentsThe majority of our sales have historic

308、ally come from a small number of customers and a reduc?on in demand or loss of one or more of our significantcustomers may adversely affect our business.We have historically depended on a small number of end customers,OEMs,their respec?ve contract manufacturers(“CMs”)and certain distributors for ama

309、jority of our business and revenue.For fiscal year 2023,sales to distributors accounted for 57%of our net revenue.We believe aggregate sales,through allchannels,to Apple and our top five end customers,accounted for approximately 20%and 35%of our net revenue for fiscal year 2023,respec?vely.This cust

310、omerconcentra?on increases the risk of quarterly fluctua?ons in our opera?ng results and our sensi?vity to any material adverse developments experienced by oursignificant customers.Our semiconductor customers are not generally required to purchase specific quan?es of products.Even when customers agr

311、ee to source an agreedpor?on of their product needs from us,such arrangements o?en include pricing schedules or methodologies that apply regardless of the volume of productspurchased,and those customers may not purchase the amount of product we expect.As a result,we may not generate the amount of re

312、venue or achieve thelevel of profitability we expect under such arrangements.Moreover,our top customers purchasing power has,in some cases,given them the ability to makegreater demands on us with regard to pricing and contractual terms in general.We expect this trend to con?nue,which may adversely a

313、ffect our gross margin oncertain products and,should we fail to perform under these arrangements,we could also be liable for significant monetary damages.The loss of,or any substan?al reduc?on in sales to,any of our top customers could have a material adverse effect on our business,financial condi?o

314、n,resultsof opera?ons and cash flows.Dependence on contract manufacturing and suppliers of cri?cal components within our supply chain may adversely affect our ability to bring products tomarket,damage our reputa?on and adversely affect our results of opera?ons.We operate a primarily outsourced manuf

315、acturing business model that principally u?lizes CMs,such as third-party wafer foundries and module assemblyand test capabili?es.Our semiconductor products require wafer manufacturers with state-of-the-art fabrica?on equipment and techniques,and most of ourproducts are designed to be manufactured in

316、 a specific process,typically at one par?cular fab or foundry,either our own or with a par?cular CM.We depend on our CMs to allocate sufficient manufacturing capacity to meet our needs,to produce products of acceptable quality at acceptable yields,andto deliver those products to us on a?mely basis.W

317、e do not generally have long-term capacity commitments with our CMs and substan?ally all of ourmanufacturing services are on a purchase order basis with no minimum quan?es.Further,our CMs may fail to?mely develop new,advanced manufacturingprocesses,including transi?ons to smaller geometry process te

318、chnologies or,from?me to?me,will cease to,or will become unable to,manufacture acomponent for us.As lead?mes to iden?fy,qualify and establish reliable produc?on at acceptable yields with a new CM is typically lengthy,there is o?en noreadily available alterna?ve source and there may be other constrai

319、nts on our ability to change CMs.In addi?on,qualifying new CMs is o?en expensive,and theymay not produce products as cost-effec?vely as our current suppliers.TSMC,one of our CMs,manufactured approximately 90%of the wafers manufactured by our CMs during fiscal year 2023.We believe our waferrequiremen

320、ts represent a meaningful por?on of TSMCs total produc?on capacity.However,TSMC also fabricates wafers for other companies,including some ofour compe?tors,and could choose or be required to priori?ze capacity for other customers or reduce or eliminate deliveries to us on short no?ce.In addi?on,TSMC

321、has,and may in the future,raise their prices to us.If any of the foregoing circumstances occur,we may be unable to meet our customer demand,or to the same extent as our compe?tors,fail to meet ourcontractual obliga?ons or forgo revenue opportuni?es.This could damage our rela?onships with our custome

322、rs or result in li?ga?on for alleged failure to meetour obliga?ons,payment of significant damages,and our net revenue could decline,adversely affec?ng our business,financial condi?on,results of opera?onsand gross margin.Further,any substan?al disrup?on in the contract manufacturing services that we

323、u?lize,including TSMCs supply of wafers to us,as a result of a naturaldisaster,climate change,water shortages,poli?cal unrest,military conflicts,geopoli?cal turmoil,trade tensions,government orders,labor shortages,medicalepidemics,such as the COVID-19 pandemic,economic instability,equipment failure

324、or other cause,could materially harm our business,customer rela?onshipsand results of opera?ons.We purchase a significant amount of the materials used in our products from a limited number of suppliers.Our manufacturing processes and those of our CMs rely on many materials,including silicon,GaAs and

325、 InP wafers,copper lead frames,precious and rareearth metals,mold compound,ceramic packages and various chemicals and gases.During fiscal year 2023,we purchased approximately two-thirds of ourmanufacturing materials from five materials providers,some of which are single source suppliers.As certain m

326、aterials are highly specialized,the lead?meneeded to iden?fy and qualify a new supplier is typically lengthy and there is o?en no readily available alterna?ve source.We do not generally have long-term21Table of Contentscontracts with our materials providers and substan?ally all of our purchases are

327、on a purchase order basis.Suppliers may extend lead?mes,limit supplies,placeproducts on alloca?on or increase prices due to commodity price increases,capacity constraints,infla?on,or other factors,any of which could lead tointerrup?on of supply or increased demand in the industry.For example,macroec

328、onomic and geopoli?cal condi?ons,as well as the COVID-19 pandemic,causedsome supply constraints and increases in prices,including with respect to wafers and substrates.Addi?onally,the supply of these materials may be nega?velyimpacted by increased trade tensions between the U.S.and its trading partn

329、ers,par?cularly China.Any such supply constraints could result in loss of revenueopportuni?es and adversely impact our business,financial condi?on and results of opera?ons.Failure to adjust our manufacturing and supply chain to accurately meet customer demand could adversely affect our results of op

330、era?ons.We make significant decisions,including determining the levels of business that we will seek and accept,produc?on schedules,levels of reliance on contractmanufacturing and outsourcing,internal fabrica?on u?liza?on and other resource requirements,based on customer requirements or es?mates the

331、reof,whichmay not be accurate.We largely build to order and have extended customer lead?mes substan?ally,which has limited and may con?nue to limit our ability to fulfill orders andsa?sfy all of the demand for our products.Customers may require rapid increases in produc?on on short no?ce.If we are u

332、nable to meet such increases indemand,this could damage our customer rela?onships,reduce revenue growth and margins,subject us to addi?onal liabili?es,harm our reputa?on,and preventus from taking advantage of opportuni?es.Conversely,if actual sales of our products is lower than expected,we may also

333、experience higher inventory carrying and opera?ng costs and productobsolescence.Because certain of our sales,research and development,and internal manufacturing overhead expenses are rela?vely fixed,a reduc?on incustomer demand may also decrease our gross margin and opera?ng income.Winning business in the semiconductor solu?ons industry is subject to a lengthy process that o?en requires us to incu