What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2020-12-18 compared with 2019-12-20 · 33 added, 70 removed, 29 unchanged (78% of the section changed)

4 unchanged sentences

A substantially greater number of stockholders are “street name” or beneficial holders, whose shares are held of record by banks, brokers and other financial institutions.

Dividends and Distributions

On December 8, 2020, our Board of Directors declared a quarterly cash dividend of $3.60 per share, payable on December 31, 2020 to common stockholders of record on December 21, 2020.

Broadcom paid aggregate cash dividends and distributions of $4,235 million and $2,998 million in fiscal years 2019 and 2018 , respectively.

Broadcom paid aggregate cash dividends of $5,235 million and $4,235 million to common stockholders in fiscal years 2020 and 2019, respectively.

The declaration and payment of any future cash dividends are at the discretion and approval of our Board of Directors and subject to our Board of Directors’ continuing determination that they are in our best interests.

Issuer Purchases of Equity Securities

On December 5, 2018 , our Board of Directors authorized an increase to our previously authorized $12 billion stock repurchase program to a total of $18 billion .

This authorization ended on November 3, 2019.

The following table presents details of our various repurchases during the fiscal quarter ended November 3, 2019 :

Total Number of Shares Purchased (a)

Average Price per Share

Total Number of Shares Purchased as

Part of Publicly Announced Plan (a)

Approximate Dollar Value of Shares That

May Yet Be Purchased Under the Plan

(In millions, except per share data)

August 5, 2019 — September 1, 2019

September 2, 2019 — September 29, 2019

September 30, 2019 — November 3, 2019

Repurchases under our stock repurchase program were effected through a variety of methods, including open market or privately negotiated purchases in compliance with Rule 10b-18 promulgated under the Exchange Act, which included purchases under plans complying with Rule 10b5-1 of the Exchange Act.

The timing and number of shares of common stock repurchased depended on a variety of factors, including price, general business and market conditions and alternative investment opportunities.

We were not obligated to repurchase any specific number of shares of common stock.

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(a) We also paid approximately $154 million in employee withholding taxes due upon the vesting of, and related to net settled equity awards.

During the fiscal quarter ended November 1, 2020, we paid approximately $185 million in employee withholding taxes due upon the vesting of net settled equity awards.

We withheld approximately 1 million shares of common stock from employees in connection with such net share settlement at an average price of $360.62 per share.

These shares may be deemed to be “issuer purchases” of shares and are not included in this table.

These shares may be deemed to be “issuer purchases” of shares.

Stock Performance Graph

The following graph shows a comparison of cumulative total return for our common stock, the Standard & Poor’s 500 Stock Index (the “S&P 500 Index”), the NASDAQ 100 Index, and the Philadelphia Semiconductor Index (the “PHLX Semiconductor Index”) for the five fiscal years ended November 3, 2019 .

The following graph shows a comparison of cumulative total return for our common stock, the Standard & Poor’s 500 Stock Index (the “S&P 500 Index”) and the NASDAQ 100 Index for the five fiscal years ended November 1, 2020.

The total return graph and table assume that $100 was invested on October 30, 2015 (the last trading day of our fiscal year 2015) in each of Broadcom Inc.

common stock, the S&P 500 Index, the NASDAQ 100 Index and the PHLX Semiconductor Index and assume all dividends are reinvested.

common stock, the S&P 500 Index and the NASDAQ 100 Index and assume that all dividends are reinvested.

Indexes are calculated on a month-end basis.

The PHLX Semiconductor Index was presented as a comparison in our 2018 Annual Report on Form 10-K stock performance graph.

We have added the NASDAQ 100 Index as we consider it to be more representative than the PHLX Semiconductor Index.

The NASDAQ 100 Index includes the largest domestic and international non-financial companies listed on The NASDAQ Stock Market based on market capitalization.

The comparisons in the graph below are based on historical data and are not indicative of, or intended to forecast, the possible future performance of our common stock.

Comparison of Five Year Cumulative Total Return

Among Broadcom Inc., the S&P 500 Index, the NASDAQ 100 Index and the PHLX Semiconductor Index

November 2, 2014

November 1, 2015

October 30, 2016

October 29, 2017

November 4, 2018

November 3, 2019

Among Broadcom Inc., the S&P 500 Index and the NASDAQ 100 Index

November 1, 2015 October 30, 2016 October 29, 2017 November 4, 2018 November 3, 2019 November 1, 2020

Broadcom Inc.

$ 100.00 $ 139.26 $ 211.88 $ 190.15 $ 265.48 $ 327.95

S&P 500 Index $ 100.00 $ 104.52 $ 129.48 $ 139.29 $ 160.12 $ 173.97

NASDAQ 100 Index $ 100.00 $ 104.71 $ 136.97 $ 155.18 $ 183.88 $ 251.37

PHLX Semiconductor Index

The graph and the table above shall not be deemed “filed” with the SEC for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by us with the SEC, regardless of any general incorporation language in such filing.

2 unchanged sentences

SELECTED FINANCIAL DATA

The following table sets forth the selected consolidated financial data for Broadcom and should be read in conjunction with our annual consolidated financial statements and related notes and information included under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report on Form 10-K.

Summary of Five Year Selected Financial Data

The following table sets forth the selected consolidated financial data as of and for the last five fiscal years of Broadcom and should be read in conjunction with our annual consolidated financial statements and related notes and information included under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report on Form 10-K.

On November 4, 2019, we acquired the Symantec Business for total consideration of $10.7 billion.

On November 5, 2018, we acquired CA for total consideration of $18.8 billion.

On November 17, 2017, we acquired Brocade for total consideration of $6.0 billion.

On February 1, 2016, we acquired BRCM for total consideration of $35.7 billion.

Our financial statements included the results of operations of the acquired companies and estimated fair value of assets acquired and liabilities assumed commencing as of their respective acquisition dates.

Fiscal Year Ended (1)

2020 November 3,

2019 November 4,

2018 October 29,

2017 October 30,

(In millions, except per share data)

Statement of Operations Data:

Total net revenue (2)

Gross margin (4) (5)

Operating expenses (4) (5) (6)

Income (loss) from continuing operations before income taxes

Provision for (benefit from) income taxes (7)

$ 23,888 $ 22,597 $ 20,848 $ 17,636 $ 13,240

Income (loss) from continuing operations (3) (4)

Net income (loss)

Net income (loss) attributable to common stock

Diluted income (loss) per share :

Income (loss) per share from continuing operations

Loss per share from discontinued operations

Net income (loss) per share

Cash dividends declared and paid per share

(In millions)

Balance Sheet Data:

$ 2,961 $ 2,736 $ 12,629 $ 1,790 $ (1,749)

Income (loss) per common share from continuing operations - basic (3) (4)

$ 6.62 $ 6.80 $ 29.37 $ 4.19 $ (4.46)

Income (loss) per common share from continuing operations - diluted (3) (4)

$ 6.33 $ 6.46 $ 28.48 $ 4.03 $ (4.57)

Cash dividends declared and paid per common share $ 13.00 $ 10.60 $ 7.00 $ 4.08 $ 1.94

Cash and cash equivalents $ 7,618 $ 5,055 $ 4,292 $ 11,204 $ 3,097

Debt and capital lease obligations

Total assets $ 75,933 $ 67,493 $ 50,124 $ 54,418 $ 49,966

Debt and finance lease obligations $ 41,062 $ 32,798 $ 17,493 $ 17,569 $ 13,642

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2 unchanged sentences

All other fiscal years presented included 52 weeks.

On November 5, 2018, we acquired CA for total consideration of approximately $18.8 billion .

On November 17, 2017, we acquired Brocade for total consideration of approximately $6.0 billion .

On February 1, 2016, we acquired BRCM for total consideration of approximately $35.7 billion .

On May 5, 2015, we acquired Emulex Corporation for total consideration of approximately $587 million.

During fiscal year 2019, we adopted Topic 606.

Periods prior to fiscal year 2019 are presented in accordance with Accounting Standards Codification 605, Revenue Recognition.

Refer to Note 3 .

“ Revenue from Contracts with Customers ” included in Part II, Item 8.

for additional information on our adoption of Topic 606.

We incurred acquisition-related costs and restructuring charges which were presented as part of both cost of products sold and operating expenses.

Restructuring charges primarily reflect actions taken to implement planned cost reduction and restructuring activities in connection with each acquisition.

During fiscal year 2019, we adopted Accounting Standards Update 2017-07 Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost using a permitted practical expedient that uses the amounts disclosed in the pension and other post-retirement benefit plans note for the prior comparative periods as the estimation basis for applying the retrospective presentation requirements.

As a result of the adoption of this standard, gross margin and operating expenses have been restated for prior fiscal years presented, as applicable.

In connection with our acquisition of CA in fiscal year 2019, amortization of acquisition-related intangible assets increased $1,357 million contributing to 39% of the overall increase in operating expenses for fiscal year 2019.

In connection with our acquisition of BRCM in fiscal year 2016, amortization of acquisition-related intangible assets increased $1,624 million contributing to over 30% of the overall increase in operating expenses for fiscal year 2016.

Our benefit from income taxes for fiscal year 2019 was primarily due to the recognition of gross uncertain tax benefits as a result of audit settlements in various jurisdictions and excess tax benefits from stock-based awards that vested or were exercised during the year.

Our benefit from income taxes for fiscal year 2018 was primarily a result of the enactment of the 2017 Tax Reform Act and the Redomiciliation Transaction.

For fiscal years 2017, 2016, and 2015, our provision for income taxes fluctuated mainly due to changes in the jurisdictional mix of income.

(2) During fiscal year 2019, we adopted ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”).

Periods prior to fiscal year 2019 were presented in accordance with Accounting Standards Codification 605, Revenue Recognition.

(3) In connection with our acquisitions of the Symantec Business and CA in fiscal years 2020 and 2019, amortization of acquisition-related intangible assets increased $1,008 million and $1,667 million, respectively.

In connection with our acquisition of BRCM in the fiscal year ended October 30, 2016, our results included $1,185 million of purchase accounting effect on inventory.

(4) Our income from continuing operations and income per share from continuing operations in fiscal year 2018 were significantly impacted by the benefit from income taxes as a result of the enactment of the 2017 Tax Reform Act and our redomiciliation to the United States in fiscal year 2018.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity