Borrowings | Borrowings August 2, 2020 November 3, 2019 Effective Interest Rate Aggregate Principal Amount Effective Interest Rate Aggregate Principal Amount (In millions) June 2020 Senior Notes - fixed rate 3.459% notes due September 2026 4.19 % $ 1,695 $ — 4.110% notes due September 2028 5.02 % 2,222 — May 2020 Senior Notes- fixed rate 2.250% notes due November 2023 2.40 % 1,000 — 3.150% notes due November 2025 3.29 % 2,250 — 4.150% notes due November 2030 4.27 % 2,750 — 4.300% notes due November 2032 4.39 % 2,000 — April 2020 Senior Notes - fixed rate 4.700% notes due April 2025 4.88 % 2,250 — 5.000% notes due April 2030 5.18 % 2,250 — November 2019 Term Loans - floating rate LIBOR plus 1.125% term loan due November 2022 1.56 % 4,819 — LIBOR plus 1.250% term loan due November 2024 1.58 % 4,069 — May 2019 Term Loans - floating rate LIBOR plus 1.250% term loan due May 2024 — 3.36 % 800 LIBOR plus 1.375% term loan due May 2026 — 3.45 % 800 April 2019 Senior Notes - fixed rate 3.125% notes due April 2021 3.61 % 525 3.61 % 2,000 3.125% notes due October 2022 3.53 % 693 3.53 % 1,500 3.625% notes due October 2024 3.98 % 1,044 3.98 % 2,000 4.250% notes due April 2026 4.54 % 2,500 4.54 % 2,500 4.750% notes due April 2029 4.95 % 3,000 4.95 % 3,000 2017 Senior Notes - fixed rate 2.375% notes due January 2020 — 2.62 % 2,750 2.200% notes due January 2021 2.41 % 282 2.41 % 750 3.000% notes due January 2022 3.21 % 842 3.21 % 3,500 2.650% notes due January 2023 2.78 % 1,000 2.78 % 1,000 3.625% notes due January 2024 3.74 % 1,352 3.74 % 2,500 3.125% notes due January 2025 3.23 % 1,000 3.23 % 1,000 3.875% notes due January 2027 4.02 % 4,800 4.02 % 4,800 3.500% notes due January 2028 3.60 % 1,250 3.60 % 1,250 Assumed CA Senior Notes - fixed rate 5.375% notes due December 2019 — 3.43 % 750 3.600% notes due August 2022 4.07 % 283 4.07 % 500 4.500% notes due August 2023 4.10 % 250 4.10 % 250 4.700% notes due March 2027 5.15 % 350 5.15 % 350 August 2, 2020 November 3, 2019 Effective Interest Rate Aggregate Principal Amount Effective Interest Rate Aggregate Principal Amount (In millions) Other borrowings Commercial paper — 2.55 % (a) 1,000 1.375% convertible notes due January 2020 — 0.63 % 37 2.500% - 4.500% senior notes due August 2022 - August 2034 2.59%-4.55% 22 2.59%-4.55% 22 Total principal amount outstanding 44,498 33,059 Less: Unamortized premium/discount and issuance costs (542) (261) Total debt $ 43,956 $ 32,798 ________________________________________________________________ (a) Represents the weighted average interest rate on outstanding commercial paper. As of August 2, 2020, $15 million of short-term and $52 million of long-term finance lease liabilities were included in the current portion of long-term debt and long-term debt, respectively, on the condensed consolidated balance sheet. June 2020 Senior Notes On June 4, 2020, we completed the settlement of our private offers to exchange $3,742 million of certain series of our outstanding notes maturing between 2021 and 2024, for $1,695 million of new senior notes due 2026 and $2,222 million of new senior notes due 2028 (collectively, the “June 2020 Senior Notes”). As a result of this exchange, we incurred premiums of $177 million. The June 2020 Senior Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured, unsubordinated basis by Broadcom Corporation (“BRCM”) and Broadcom Technologies Inc. (“BTI”). We may, at our option, redeem or purchase, in whole or in part, any of the June 2020 Senior Notes prior to their respective maturities, subject to a specified make-whole premium determined in accordance with the indenture governing the June 2020 Senior Notes, plus accrued and unpaid interest. Additionally, in the event of a change in control, note holders will have the right to require us to repurchase their notes at a price equal to 101% of the principal amount of such notes plus accrued and unpaid interest. As of August 2, 2020, the June 2020 Senior Notes were recorded as long-term debt, net of discount and issuance costs, which are amortized to interest expense over the respective terms of these borrowings. May 2020 Senior Notes On May 8, 2020, we issued $8 billion of senior unsecured notes, which consisted of $1,000 million of senior notes due 2023, $2,250 million of senior notes due 2025, $2,750 million of senior notes due 2030 and $2,000 million of senior notes due 2032 (collectively, the “May 2020 Senior Notes”). The May 2020 Senior Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured, unsubordinated basis by BRCM and BTI. We may, at our option, redeem or purchase, in whole or in part, any of the May 2020 Senior Notes prior to their respective maturities, subject to a specified make-whole premium determined in accordance with the indenture governing the May 2020 Senior Notes, plus accrued and unpaid interest. Additionally, in the event of a change in control, note holders will have the right to require us to repurchase their notes at a price equal to 101% of the principal amount of such notes plus accrued and unpaid interest. As of August 2, 2020, the May 2020 Senior Notes were recorded as long-term debt, net of discount and issuance costs, which are amortized to interest expense over the respective terms of these borrowings. The net proceeds from this issuance, together with the remaining net proceeds from the issuance of the April 2020 Senior Notes, as defined below, were used to repay an aggregate of $5,424 million of term loans outstanding under the November 2019 Credit Agreement, as defined below, consisting of repayments of $2,712 million of each of our unsecured term A-3 and A-5 facilities, and $3 billion of borrowings outstanding under the Revolving Facility, as defined below. April 2020 Senior Notes In April 2020, we issued $4.5 billion of senior unsecured notes (the “April 2020 Senior Notes”). The April 2020 Senior Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured, unsubordinated basis by BRCM and BTI. We may, at our option, redeem or purchase, in whole or in part, any of the April 2020 Senior Notes prior to their respective maturities, subject to a specified make-whole premium determined in accordance with the indenture governing the April 2020 Senior Notes, plus accrued and unpaid interest. Additionally, in the event of a change in control, note holders will have the right to require us to repurchase their notes at a price equal to 101% of the principal amount of such notes plus accrued and unpaid interest. As of August 2, 2020, the April 2020 Senior Notes were recorded as long-term debt, net of discount and issuance costs, which are amortized to interest expense over the respective terms of these borrowings. Pursuant to a cash tender offer that we completed on April 23, 2020, we repurchased $2,361 million of our 3.000% notes due January 2022, $1,274 million of our 3.125% notes due April 2021 and $351 million of our 2.200% notes due January 2021 with the net proceeds from the April 2020 Senior Notes. As a result of these repurchases, we incurred premiums of $78 million and wrote off $15 million of unamortized discount and issuance costs, both of which were included in interest expense in the condensed consolidated statements of operations. November 2019 Term Loans On November 4, 2019, in connection with the Symantec Asset Purchase, we entered into a credit agreement (the “November 2019 Credit Agreement”), which provides for a $7,750 million unsecured term A-3 facility and a $7,750 million unsecured term A-5 facility (collectively, the “November 2019 Term Loans”). Interest on our November 2019 Term Loans is based on a floating rate. We used $10.7 billion of the net proceeds from the November 2019 Term Loans to fund the Symantec Asset Purchase. During the fiscal quarter ended February 2, 2020, we also used the net proceeds to repay $750 million principal amount of 5.375% notes due December 1, 2019 and $2,750 million principal amount of 2.375% notes due January 15, 2020, on their respective maturity dates. Our obligations under the November 2019 Credit Agreement are guaranteed on an unsecured basis by BRCM and BTI. During the fiscal quarter ended May 3, 2020, we repaid $194 million of each of our unsecured term A-3 and A-5 facilities. During the fiscal quarter ended August 2, 2020, as discussed above, we used the net proceeds from the May 2020 Senior Notes and the remaining net proceeds from the April 2020 Senior Notes to repay a portion of our November 2019 Term Loans. Additionally, we made repayments with cash on hand. In total, we repaid an aggregate of $6,224 million of our November 2019 Term Loans, consisting of repayments of $2,737 million and $3,487 million of our unsecured term A-3 and A-5 facilities, respectively, and wrote off $44 million of unamortized discount and issuance costs. As a result of these repayments, all remaining principal payments are due more than one year after August 2, 2020 and were included in long-term debt. May 2019 Term Loans In January 2020, we repaid an aggregate of $1 billion of term loans consisting of $500 million of each of our unsecured term A-5 and A-7 facilities (collectively, the “May 2019 Term Loans”) under the credit agreement entered into in May 2019 (the “May 2019 Credit Agreement”). In July 2020, we repaid an aggregate of $600 million of the May 2019 Term Loans, representing the outstanding balance of the May 2019 Term Loans. The May 2019 Credit Agreement provides for a five-year $5 billion unsecured revolving facility (the “Revolving Facility”), of which $500 million is available for the issuance of multi-currency letters of credit. The issuance of letters of credit and certain other instruments reduce the aggregate amount otherwise available under the Revolving Facility for revolving loans. Subject to the terms of the May 2019 Credit Agreement, we are permitted to borrow, repay and reborrow revolving loans at any time, prior to the earlier of (a) May 2024 or (b) the date of termination, in whole of the revolving lenders’ commitments under the May 2019 Credit Agreement in accordance with the terms thereof. On May 8, 2020, using net proceeds from the May 2020 Senior Notes and April 2020 Senior Notes, we repaid $3 billion of borrowings outstanding under the Revolving Facility. As of August 2, 2020 and November 3, 2019, we had no borrowings outstanding under the Revolving Facility. Commercial Paper In February 2019, we established a commercial paper program pursuant to which we may issue unsecured commercial paper notes (“Commercial Paper”) in principal amount of up to $2 billion outstanding at any time with maturities of up to 397 days from the date of issue. Commercial Paper is sold under customary terms in the commercial paper market and may be issued at a discount from par or, alternatively, may be sold at par and bear interest at rates dictated by market conditions at the time of their issuance. As of August 2, 2020, we had no Commercial Paper outstanding. We had $1 billion of Commercial Paper outstanding as of November 3, 2019 with maturities generally less than three months. As our commercial paper program is supported by the Revolving Facility, we have the ability and intent to continuously refinance Commercial Paper. As a result, we record Commercial Paper, net of discount, as long-term debt. The discount associated with the Commercial Paper is amortized to interest expense over its term. Outstanding Commercial Paper reduces the amount that would otherwise be available to borrow for general corporate purposes under the Revolving Facility. Exchange Offer In connection with the issuance of the June 2020 Senior Notes, May 2020 Senior Notes, April 2020 Senior Notes (collectively, the “2020 Senior Notes”) and $11 billion of senior unsecured notes in April 2019 (the “April 2019 Senior Notes”), we entered into registration rights agreements, pursuant to which we were obligated to use commercially reasonable efforts to file with the SEC, and cause to be declared effective, a registration statement with respect to an offer to exchange (the “Exchange Offer”) each series of the 2020 Senior Notes and April 2019 Senior Notes for notes that are registered with the SEC (the “Registered Notes”), with substantially identical terms. On July 6, 2020, we launched the Exchange Offer, which expired on August 7, 2020. Substantially all of our 2020 Senior Notes and April 2019 Senior Notes were tendered and exchanged for the corresponding Registered Notes in the Exchange Offer. Fair Value of Debt As of August 2, 2020, the estimated aggregate fair value of debt was $48,483 million. The fair value of our senior notes was determined using quoted prices from less active markets. The estimated fair value of our November 2019 Term Loans approximated carrying value due to their floating interest rates and consistency in our credit ratings. All of our debt obligations are categorized as Level 2 instruments. Future Principal Payments of Debt The future scheduled principal payments of debt as of August 2, 2020 were as follows: Fiscal Year: Future Scheduled Principal Payments (In millions) 2020 (remainder) $ — 2021 807 2022 1,827 2023 6,069 2024 3,403 Thereafter 32,392 Total $ 44,498 As of August 2, 2020 and November 3, 2019, we accrued interest payable of $306 million and $214 million, respectively, and were in compliance with all debt covenants. |