SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<TEXT>
 September 17, 2025

Hock Tan
Chief Executive Officer
Broadcom Inc.
3421 Hillview Avenue
Palo Alto, California 94304

 Re: Broadcom Inc.
 Registration Statement on Form S-4
 Filed September 10, 2025
 File No. 333-290174
Dear Hock Tan:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Eranga Dias at 202-551-8107 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

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 BROADCOM INC.
 3421 Hillview Avenue Palo Alto, CA
94304 September 17, 2025 VIA
EDGAR United States Securities and Exchange Commission
 Division of Corporation Finance Office of Manufacturing
 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Broadcom Inc.
 Registration Statement on Form S-4
 Filed on September 10, 2025
 File No. 333-290176
 Ladies and Gentlemen: Broadcom Inc., a Delaware
corporation (the “ Company ”), hereby requests acceleration of the effective date of its Registration Statement on Form S-4 (File No. 333-290176),
filed by the Company with the United States Securities and Exchange Commission on September 10, 2025 (the “ Registration Statement ”), to 4:00 p.m., Eastern time, on Thursday, September 18, 2025, or as soon thereafter as
practicable. There are no underwriters in connection with the registration and, therefore, no request for acceleration or consent by an
underwriter has been filed herewith. Please contact Ronald C. Chen of Wachtell, Lipton, Rosen & Katz, special counsel to the
Company, at (212) 403-1117 or RCChen@wlrk.com as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

 Sincerely,

 BROADCOM INC.

 /s/ Kirsten M. Spears

 Kirsten M. Spears

 Chief Financial Officer

CORRESP
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 BROADCOM INC.
 3421 Hillview Avenue Palo Alto, CA
94304 September 17, 2025 VIA EDGAR
 United States Securities and Exchange Commission
 Division of Corporation Finance Office of Manufacturing
 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Broadcom Inc.

  
 Registration Statement on Form S-4

  
 Filed on September 10, 2025

  
 File No. 333-290174
 Ladies and Gentlemen: Broadcom Inc., a Delaware
corporation (the “ Company ”), hereby requests acceleration of the effective date of its Registration Statement on Form S-4 (File No. 333-290174),
filed by the Company with the United States Securities and Exchange Commission on September 10, 2025 (the “ Registration Statement ”), to 4:00 p.m., Eastern time, on Thursday, September 18, 2025, or as soon thereafter as
practicable. There are no underwriters in connection with the registration and, therefore, no request for acceleration or consent by an
underwriter has been filed herewith. Please contact Ronald C. Chen of Wachtell, Lipton, Rosen & Katz, special counsel to the
Company, at (212) 403-1117 or RCChen@wlrk.com as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

 Sincerely,

 BROADCOM INC.

 /s/ Kirsten M. Spears

 Kirsten M. Spears

 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 17, 2025

Hock Tan
Chief Executive Officer
Broadcom Inc.
3421 Hillview Avenue
Palo Alto, California 94304

 Re: Broadcom Inc.
 Registration Statement on Form S-4
 Filed September 10, 2025
 File No. 333-290176
Dear Hock Tan:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Eranga Dias at 202-551-8107 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 CONFIDENTIAL
 FOR COMMISSION USE ONLY
 [Letterhead of Broadcom Inc.]
 September 10, 2025 VIA EDGAR
 United States Securities and Exchange Commission Division of
Corporation Finance Office of Manufacturing 100 F Street,
N.E. Washington, D.C. 20549

 Re:
 Broadcom Inc.
 Registration Statement on Form S-4
 Filed on September 10, 2025
 File No. 333-290176
 Dear Sir/Madam: This letter is being sent to
you in connection with the above referenced Registration Statement on Form S-4 (the “ Registration Statement ”) filed by Broadcom Inc. (the “ Company ”) with the Securities
and Exchange Commission (the “ SEC ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), relating to the offer by the Company to exchange (the “ Exchange Offer ”) up to
$2,249,998,000 aggregate principal amount of any and all of its outstanding privately placed 3.419% Senior Notes due 2033 and $3,250,000,000 aggregate principal amount of any and all of its outstanding privately placed 3.469% Senior Notes due 2034
(collectively, the “ Original Notes ”), that are validly tendered and not validly withdrawn, for an equal aggregate principal amount of the respective series of newly issued 3.419% Senior Notes due 2033 and 3.469% Senior Notes due
2034 (collectively, the “ Exchange Notes ”). The Company hereby confirms to the staff (the “ Staff ”) of Division of Corporate Finance of the SEC that the Company is registering the Exchange Offer in reliance on the
Staff’s position enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (May 13, 1988) (the “ Exxon Capital Letter ”), Morgan Stanley & Co. Incorporated, SEC No-Action Letter (June 5, 1991) (the “ Morgan Stanley Letter ”), Shearman & Sterling, SEC No-Action Letter (July 2, 1993) (the
“ Shearman & Sterling Letter ”) and similar letters. The Company represents to the Staff that it
has not entered into any arrangement or understanding with any person (including any broker-dealer) to distribute the Exchange Notes to be received in the Exchange Offer and, to the best of the Company’s information and belief, each person
(including any broker-dealer) participating in the Exchange Offer will acquire the Exchange Notes in its ordinary course of business and will have no arrangement or understanding with any person to participate in the distribution of the Exchange
Notes to be received in the Exchange Offer. In this regard, the Company is making each person (including any broker-dealer) participating in the Exchange Offer aware, through the Exchange Offer prospectus or otherwise, that any securityholder using
the Exchange Offer to participate in a

distribution of the Exchange Notes to be acquired in the registered Exchange Offer (1) cannot rely on the Staff’s position enunciated in the Exxon Capital Letter, Morgan Stanley
Letter, Shearman & Sterling Letter or similar letters and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction. The Company acknowledges
that such a secondary resale transaction by such person participating in an exchange offer for the purpose of distributing the applicable series of Exchange Notes should be covered by an effective registration statement containing the selling
securityholder information required by Item 507 of Regulation S-K under the Securities Act. In
addition, the Company is making each person (including any broker-dealer) participating in the Exchange Offer aware, through the Exchange Offer prospectus or otherwise, that any broker-dealer who holds Original Notes acquired for its own account as
a result of market-making activities or other trading activities may participate in the Exchange Offer so long as the broker-dealer has not entered into any arrangement or understanding with the Company or an affiliate of the Company to distribute
the Exchange Notes. In addition, the Company is making each person (including any broker-dealer) participating in the Exchange Offer
aware, through the Exchange Offer prospectus or otherwise, that any broker-dealer who holds Original Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange
for such Original Notes pursuant to the Exchange Offer, may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act, which prospectus delivery
requirement may be satisfied with the Exchange Offer prospectus because it contains a plan of distribution with respect to such resale transactions (such plan of distribution need not name the broker-dealer or disclose the amount of Exchange Notes
held by the broker-dealer) in connection with any resale of such Exchange Notes. Further, the Company will include in the transmittal
letter relating to the Exchange Offer a provision to the effect that by accepting the Exchange Offer, the exchange offeree represents to the Company that it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes,
and that if the exchange offeree is a broker-dealer holding Original Notes acquired for its own account as a result of market-making activities or other trading activities, such exchange offeree will acknowledge that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Original Notes pursuant to the Exchange Offer.
 The Company is not permitting any person who is an affiliate of the Company to participate in the Exchange Offer.
 The Company will commence the Exchange Offer for the Original Notes after the Registration Statement is declared effective by the Staff. The
Exchange Offer will remain in effect for a limited time and will be conducted by the Company in compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder.

 -2-

 If you have any further questions or comments or desire further information in respect of
the Registration Statement, please do not hesitate to contact Ronald C. Chen of Wachtell, Lipton, Rosen & Katz, special counsel to the Company, at (212) 403-1117 or RCChen@wlrk.com.
 [ Signature page follows ]
 -3-

 BROADCOM INC.

 By:

 /s/ Kirsten M. Spears

 Name:

 Kirsten M. Spears

 Title:

 Chief Financial Officer

 cc:
 Ronald C. Chen

  
 Wachtell, Lipton, Rosen & Katz
 -4-

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 CONFIDENTIAL
 FOR COMMISSION USE ONLY
 [Letterhead of Broadcom Inc.]
 September 10, 2025 VIA EDGAR
 United States Securities and Exchange Commission
 Division of Corporation Finance Office of Manufacturing
 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Broadcom Inc.

  
 Registration Statement on Form S-4

  
 Filed on September 10, 2025

  
 File No. 333-290174
 Dear Sir/Madam: This letter is being sent to
you in connection with the above referenced Registration Statement on Form S-4 (the “ Registration Statement ”) filed by Broadcom Inc. (the “ Company ”) with the Securities
and Exchange Commission (the “ SEC ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), relating to the offer by the Company to exchange (the “ Exchange Offer ”) up to
$750,000,000 aggregate principal amount of any and all of its outstanding privately placed 1.950% Senior Notes due 2028, $2,750,000,000 aggregate principal amount of any and all of its outstanding privately placed 2.450% Senior Notes due 2031,
$1,750,000,000 aggregate principal amount of any and all of its outstanding privately placed 2.600% Senior Notes due 2033, $3,000,000,000 aggregate principal amount of any and all of its outstanding privately placed 3.500% Senior Notes due 2041 and
$1,750,000,000 aggregate principal amount of any and all of its outstanding privately placed 3.750% Senior Notes due 2051 (collectively, the “ Original Notes ”), that are validly tendered and not validly withdrawn, for an equal
aggregate principal amount of the respective series of newly issued 1.950% Senior Notes due 2028, 2.450% Senior Notes due 2031, 2.600% Senior Notes due 2033, 3.500% Senior Notes due 2041 and 3.750% Senior Notes due 2051 (collectively, the
“ Exchange Notes ”). The Company hereby confirms to the staff (the “ Staff ”) of Division of Corporate Finance of the SEC that the Company is registering the Exchange Offer in reliance on the Staff’s position
enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (May 13, 1988) (the “ Exxon Capital Letter ”), Morgan Stanley & Co. Incorporated, SEC No-Action Letter (June 5, 1991) (the “ Morgan Stanley Letter ”), Shearman & Sterling, SEC No-Action Letter (July 2, 1993) (the
“ Shearman & Sterling Letter ”) and similar letters. The Company represents to the Staff that it
has not entered into any arrangement or understanding with any person (including any broker-dealer) to distribute the Exchange Notes to be received in the Exchange Offer and, to the best of the Company’s information and belief, each person
(including any broker-dealer) participating in the Exchange Offer will acquire the

Exchange Notes in its ordinary course of business and will have no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the
Exchange Offer. In this regard, the Company is making each person (including any broker-dealer) participating in the Exchange Offer aware, through the Exchange Offer prospectus or otherwise, that any securityholder using the Exchange Offer to
participate in a distribution of the Exchange Notes to be acquired in the registered Exchange Offer (1) cannot rely on the Staff’s position enunciated in the Exxon Capital Letter, Morgan Stanley Letter, Shearman & Sterling Letter
or similar letters and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction. The Company acknowledges that such a secondary resale transaction by
such person participating in an exchange offer for the purpose of distributing the applicable series of Exchange Notes should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of
Regulation S-K under the Securities Act. In addition, the Company is making each person
(including any broker-dealer) participating in the Exchange Offer aware, through the Exchange Offer prospectus or otherwise, that any broker-dealer who holds Original Notes acquired for its own account as a result of market-making activities or
other trading activities may participate in the Exchange Offer so long as the broker-dealer has not entered into any arrangement or understanding with the Company or an affiliate of the Company to distribute the Exchange Notes.
 In addition, the Company is making each person (including any broker-dealer) participating in the Exchange Offer aware, through the Exchange
Offer prospectus or otherwise, that any broker-dealer who holds Original Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Original Notes
pursuant to the Exchange Offer, may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act, which prospectus delivery requirement may be
satisfied with the Exchange Offer prospectus because it contains a plan of distribution with respect to such resale transactions (such plan of distribution need not name the broker-dealer or disclose the amount of Exchange Notes held by the
broker-dealer) in connection with any resale of such Exchange Notes. Further, the Company will include in the transmittal letter relating
to the Exchange Offer a provision to the effect that by accepting the Exchange Offer, the exchange offeree represents to the Company that it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes, and that if the
exchange offeree is a broker-dealer holding Original Notes acquired for its own account as a result of market-making activities or other trading activities, such exchange offeree will acknowledge that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Original Notes pursuant to the Exchange Offer.
 The Company is not permitting any person who is an affiliate of the Company to participate in the Exchange Offer.
 -2-

 The Company will commence the Exchange Offer for the Original Notes after the Registration
Statement is declared effective by the Staff. The Exchange Offer will remain in effect for a limited time and will be conducted by the Company in compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the
rules and regulations of the SEC thereunder. If you have any further questions or comments or desire further information in respect of
the Registration Statement, please do not hesitate to contact Ronald C. Chen of Wachtell, Lipton, Rosen & Katz, special counsel to the Company, at (212) 403-1117 or RCChen@wlrk.com.
 [ Signature page follows ]
 -3-

 BROADCOM INC.

 By:

 /s/ Kirsten M. Spears

 Name:

 Kirsten M. Spears

 Title:

 Chief Financial Officer

 cc:

 Ronald C. Chen

 Wachtell, Lipton, Rosen & Katz

 -4-

United States securities and exchange commission logo
March 13, 2024
Kirsten Spears
Chief Financial Officer
Broadcom Inc.
3421 Hillview Ave
Palo Alto, CA 94304
Re:Broadcom Inc.
Form 10-K
Filed December 14, 2023
Form 8-K
Filed December 7, 2023
File No 001-38449
Dear Kirsten Spears:
            We have completed our review of your filings. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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Document

March 7, 2024

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn:  Kevin Stertzel

    Anne McConnell

    Re:    Broadcom Inc.

Form 10-K

Filed December 14, 2023

Form 8-K

Filed December 7, 2023

File No. 001-38449

Dear Mr. Stertzel and Ms. McConnell:

Broadcom Inc. (the “Company”) submits this letter in response to the comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated January 30, 2024, relating to the above referenced filing.

For ease of reference, the headings and numbers of the responses set forth below correspond to the headings and numbers of the Staff’s comments that are in bold italics prior to the Company’s response.

Form 8-K filed December 7, 2023

Exhibit 99.1, page 1

1.    We note you present the non-GAAP financial measures, Adjusted EBITDA and Adjusted EBITDA Margin, but do not present the most directly comparable GAAP measures, Net Income and Net Income Margin, with equal or greater prominence. We also note you present Non-GAAP diluted EPS before you present the most directly comparable GAAP measure, GAAP diluted EPS. For each non-GAAP financial measure you present, please revise future filings to present the most directly comparable GAAP measure with equal or greater prominence as required by Item 10(e)(1)(i)(A) of Regulation S-K and Question

U.S. Securities and Exchange Commission

March 7, 2024

Page 2

102.10 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.

The Company advises the Staff that on March 7, 2024 it filed a Current Report on Form 8-K with the Commission and furnished therewith, as Exhibit 99.1, the Company’s earnings release for its fiscal quarter ended February 4, 2024 (the “Earnings Release”).

The Company respectfully advises the Staff that for the non-GAAP financial measures presented in the Earnings Release, the Company presented the most directly comparable GAAP measures with equal or greater prominence.  The Company further advises the Staff that for the non-GAAP financial measure presented in future filings and to the extent the Company presents Adjusted EBITDA Margin, the Company will present the most directly comparable GAAP measure with equal or greater prominence.

2.    We note your non-GAAP reconciliations of Adjusted EBITDA begin with Net Income on a non-GAAP basis rather than with the most directly comparable GAAP measure, Net Income. For each Non-GAAP reconciliation you present, please revise future filings to begin the reconciliation with the appropriate and most directly comparable GAAP measure as required by Item 10(e)(1)(i)(B) of Regulation S-K and Questions 102.10(b) and 103.02 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.

The Company respectfully advises the Staff that the non-GAAP reconciliation of Adjusted EBITDA set forth in the Earnings Release begins with the most directly comparable GAAP measure, Net Income.  The Company further advises the Staff that for the non-GAAP reconciliation presented in future filings, the Company will begin the reconciliation with the appropriate and most directly comparable GAAP measure.

* * * * * * * *

Please do not hesitate to contact me at (408) 433-7140 or kirsten.spears@broadcom.com with any questions you may have with respect to the foregoing.

Sincerely,

/s/ Kirsten Spears

Kirsten Spears

Chief Financial Officer and Chief Accounting Officer

CORRESP
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Document

February 27, 2024

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn:  Kevin Stertzel

    Anne McConnell

    Re:    Broadcom Inc.

Form 10-K

Filed December 14, 2023

Form 8-K

Filed December 7, 2023

File No. 001-38449

Dear Mr. Stertzel and Ms. McConnell:

Broadcom Inc. (the “Company”) would like to request an extension of time to provide a response to the comments from the Staff of the Securities and Exchange Commission dated January 30, 2024 (the “Staff Comment Letter”).

The Company would like to request ten business days from the date hereof to provide a response to the Staff Comment Letter as the Company did not receive the Staff Comment Letter until February 27, 2024.

Thank you for your consideration of the request for an extension. Please do not hesitate to contact me at (408) 433-7140 or kirsten.spears@broadcom.com with any questions you may have with respect to the foregoing.

Sincerely,

/s/ Kirsten Spears

Kirsten Spears

Chief Financial Officer and Chief Accounting Officer

United States securities and exchange commission logo
January 30, 2024
Kirsten Spears
Chief Financial Officer
Broadcom Inc.
3421 Hillview Ave
Palo Alto, CA 94304
Re:Broadcom Inc.
Form 10-K
Filed December 14, 2023
Form 8-K
Filed December 7, 2023
File No 001-38449
Dear Kirsten Spears:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 8-K filed December 7, 2023
Exhibit 99.1, page 1
1.We note you present the non-GAAP financial measures, Adjusted EBITDA and Adjusted
EBITDA Margin, but do not present the most directly comparable GAAP measures, Net
Income and Net Income Margin, with equal or greater prominence. We also note you
present Non-GAAP diluted EPS before you present the most directly comparable GAAP
measure, GAAP diluted EPS. For each non-GAAP financial measure you present, please
revise future filings to present the most directly comparable GAAP measure with equal or
greater prominence as required by Item 10(e)(1)(i)(A) of Regulation S-K and Question
102.10 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations
on Non-GAAP Financial Measures.

 FirstName LastNameKirsten Spears
 Comapany NameBroadcom Inc.
 January 30, 2024 Page 2
 FirstName LastName
Kirsten Spears
Broadcom Inc.
January 30, 2024
Page 2

2.We note your non-GAAP reconciliations of Adjusted EBITDA begin with Net Income on
a non-GAAP basis rather than with the most directly comparable GAAP measure, Net
Income. For each Non-GAAP reconciliation you present, please revise future filings to
begin the reconciliation with the appropriate and most directly comparable GAAP
measure as required by Item 10(e)(1)(i)(B) of Regulation S-K and Questions 102.10(b)
and 103.02 of the Division of Corporation Finance’s Compliance & Disclosure
Interpretations on Non-GAAP Financial Measures.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Kevin Stertzel at 202-551-3723 or Anne McConnell at 202-551-3709 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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    [Letterhead of Broadcom Inc.]

    September 29, 2022

    Via EDGAR

    Geoffrey Kruczek

      U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Manufacturing

    100 F Street, NE

    Washington, D.C.  20549

          Re:

            Broadcom Inc.

              Registration Statement on Form S-4

              Filed on July 15, 2022

              File No. 333-266181

              Request for Effectiveness

    Dear Mr. Kruczek:

    Reference is made to the Registration Statement on Form S-4 (File No. 333-266181) (the “Registration Statement”) filed by Broadcom Inc. (the “Company”)
      with the U.S. Securities and Exchange Commission on July 15, 2022, as amended on August 26, 2022 and September 16, 2022.

    The Company hereby requests that the effective date for the Registration Statement be accelerated to 4:00 p.m., Eastern Time, on October 3, 2022, or as
      soon as possible thereafter, pursuant to Rule 461 promulgated under the U.S. Securities Act of 1933, as amended.

    Please contact Ronald C. Chen of Wachtell, Lipton, Rosen & Katz at (212) 403-1117 or RCChen@wlrk.com with any questions you may have concerning this letter or if you require any additional information.  We request
      that we be notified of the effectiveness of the Registration Statement by a telephone call to Mr. Chen and that such effectiveness also be confirmed in writing.

              Sincerely yours,

            /s/ Mark Brazeal

            Name:

            Mark Brazeal

            Title:
            Chief Legal and Corporate Affairs Officer

          cc:

            Amy Fliegelman Olli, VMware, Inc.

              David C. Karp, Wachtell, Lipton, Rosen & Katz

              Ronald C. Chen, Wachtell, Lipton, Rosen & Katz

              Viktor Sapezhnikov, Wachtell, Lipton, Rosen & Katz

              Barbara L. Becker, Gibson, Dunn & Crutcher LLP

              Saee Muzumdar, Gibson, Dunn & Crutcher LLP

              Andrew Kaplan, Gibson, Dunn & Crutcher LLP

United States securities and exchange commission logo
September 21, 2022
Kirsten Spears
Chief Financial Officer
Broadcom Inc.
1320 Ridder Park Drive
San Jose, CA 95131
Re:Broadcom Inc.
Form 10-K for Fiscal Year Ended October 31, 2021
Filed December 17, 2021
File No. 001-38449
Dear Ms. Spears:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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September 20, 2022

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn:  Erin Donahue

    Sergio Chinos

    Re:    Broadcom Inc.

Form 10-K for the fiscal year ended October 31, 2021

Filed December 17, 2021

File No. 001-38449

Dear Ms. Donahue and Mr. Chinos:

Broadcom Inc. (the “Company”) submits this letter in response to the comments from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated September 14, 2022, issued in response to the Company’s letter dated August 24, 2022 (the “August Response Letter”) in response to the Staff’s comment letter dated August 4, 2022, and issued in response to the Company’s letter dated July 11, 2022 (the “July Response Letter,” and together with the August Response Letter, the “Prior Response Letters”) in response to the Staff’s initial comment letter dated June 24, 2022, all relating to the above referenced filing.

For ease of reference, the headings and numbers of the responses set forth below correspond to the headings and numbers in the Staff’s comments that are in bold italics prior to the Company’s responses.

Response Dated August 24, 2022

Risk Factors, page 13

1.    We note your response to prior comment one regarding transition risks related to climate change. Please clearly describe the specific transition risks you have considered, including those identified in our comment, and provide additional detail regarding their material effects, along with support for your determination of materiality for purposes of disclosure.

The Company respectfully advises the Staff that, as noted in the Prior Response Letters, the Company’s ESG Steering Committee annually conducts assessments of climate-related risks on the Company’s business, financial condition and results of operations under the Task Force on Climate-Related Financial Disclosures (“TCFD”) framework.  Employees from the Company’s Global Operations, Fort Collins, Colorado manufacturing facility, Workplace Services and Legal

U.S. Securities and Exchange Commission

September 20, 2022

Page 2

are involved in the TCFD assessment process, which includes a review of potential climate-related risks that may impact the Company.  For the preparation of Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2021 (the “Form 10-K”), the members of the Company’s ESG Steering Committee who were involved in the TCFD assessment process shared the results of the TCFD assessments with the Company’s Disclosure Committee.

Based on the TCFD assessment described above and the fact that (x) the Company designs, develops and supplies semiconductor solutions, (y) the Company’s largest manufacturing facility is located in Fort Collins, Colorado where the state legislature was considering regulations that would limit greenhouse gas (“GHG”) emissions, and (z) the Company is in the semiconductor industry, the Company considered the following transition risks that were previously identified in the July Response Letter as being most relevant to the Company and that could most affect its business, financial condition and results of operations: (i) potential new regulations in local and international jurisdictions that would restrict GHG emissions, (ii) costs to comply with new potential regulations in local and international jurisdictions, (iii) costs to procure additional equipment to reduce GHG emissions, (iv) costs to evaluate and adopt a transition plan related to the reduction of GHG emissions, and (v) reputational risks related to GHG emissions in the semiconductor industry.

      As the transition risks (i) through (iii) above relate to restricting or reducing GHG emissions, the Company determined that if potential new regulations went into effect that would require the Company to decrease GHG emissions, the Company would be required to purchase, replace or upgrade equipment to decrease GHG emissions.  The capital expenditures related to the purchase, replacement and upgrade of equipment to decrease GHG emissions (abatement equipment and chillers) for each of fiscal 2019, 2020 and 2021 represented less than 0.010% of the Company’s net revenue for such years and less than 0.6% of the Company’s total capital expenditures for such years.  Based on these numbers, the Company concluded that any additional purchase, replacement or upgrade of equipment to decrease GHG emissions if potential new regulations went into effect, including any accelerated capital expenditures made to timely comply with new regulations, would be similar in costs as the prior fiscal years and would not be material to the Company’s business, financial condition and results of operations that would require disclosure in the Form 10-K.  As mentioned in the August Response Letter, the Company did not start to specifically identify capital expenditures as climate-related projects at its facilities other than its Fort Collins, Colorado facility until fiscal 2020.  Thus, the above fiscal 2019 capital expenditures related to the purchase, replacement and upgrade of equipment to decrease GHG emissions represents the expenditures for such equipment at its Fort Collins facility; however, the Company believes the expenditures for such equipment at its other facilities were similar in amount in fiscal 2020 and 2021.

The Company respectfully advises the Staff that the Company does not consider the transition risk (iv) above to be material to the Company’s business, financial condition and results of operations that would require disclosure in the Form 10-K because ESG and climate-related consulting costs represented less than 0.006% of the Company’s total operating expenses for each of fiscal 2019, 2020 and 2021 and the Company expects such costs to be similar in type and amount in the future, including an evaluation and adoption of a transition plan related to the reduction of GHG emissions.

U.S. Securities and Exchange Commission

September 20, 2022

Page 3

The Company respectfully advises the Staff that the Company does not consider the transition risk (v) above to be material to the Company’s business, financial condition and results of operations that would require disclosure in the Form 10-K because the Company has not yet experienced a decreased demand for its goods or services due to customers indicating that the Company’s products produce GHG emissions and the Company does not believe that its products contribute to any customer’s GHG emissions in a way that is significantly different than any of its competitors’ products in the semiconductor industry.  As noted in Comment 5 in the July Response Letter, based on the Company’s regular engagement with and input from its stakeholders (including investors, customers and local communities), the Company does not anticipate any material reputational risks resulting from its operations or products that produce GHG emissions.

With respect to climate-change transition risks relating to market trends that may alter business opportunities or technological changes, as discussed in Comment 5 in the July Response Letter, the Company has not experienced a significant discernable demand for products that result in lower GHG emissions as compared to the products of its competitors.  This assessment is based on the Company’s regular engagement with and input from its stakeholders (including investors, customers and local communities).  In addition, while the Company invests in research and development to develop innovative new products and research and development has represented approximately 21%, 21% and 18% of net revenue in fiscal 2019, 2020 and 2021, respectively, the Company does not anticipate it significantly increasing due to market trends related to climate change that may alter business opportunities or technological changes.  The Company believes competitive factors continue to relate to, among others, quality, technical performance, product features, engineering expertise, new product innovation, product availability and product reliability.  As a result, the Company respectfully advises the Staff that the Company does not consider the climate-change transition risks relating to market trends that may alter business opportunities or technological changes to be material to the Company’s business, financial condition and results of operations that would require disclosure in the Form 10-K.

With respect to the climate-change transition risk relating to credit risks, the Company respectfully advises the Staff that the Company does not consider this risk to be material to the Company’s business, financial condition and results of operations that would require disclosure in the Form 10-K because the Company has not experienced environmental issues that may impact its creditworthiness during each of the periods covered by the Form 10-K and the Company continues to closely monitor and plan for environmental and other climate-related risks as part of its enterprise risk management process.  This assessment is further supported by the Company’s current Moody’s ESG Credit Impact Score of “neutral-to-low (CIS-2)” and S&P Global ESG Credit Indicator Report Card score of “neutral.”  In addition, the Company respectfully advises the Staff that the Company’s debt financings are not and have not been linked to climate or environmental-related projects.

As noted in the Prior Response Letters, the Company is mindful that the consequences of climate change and its understanding of its risks related to climate change are evolving, and the Company will continue to monitor its impact on the Company’s business, operating results and financial condition.  If, in the future, the Company determines that climate-related transition risks

U.S. Securities and Exchange Commission

September 20, 2022

Page 4

are, or are reasonably expected to be, material to the Company, the Company will include appropriate disclosures in future filings.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 35

2.    As your response to comment three does not provide all of the requested information, it is reissued in part. Please include the quantification requested with regards to the cost of insurance on an aggregate basis for each of the periods covered by your Form 10-K.

The Company respectfully advises the Staff that the Company has an insurance policy that covers the Company globally and the cost of this insurance policy represented less than 0.10% of the Company’s operating expenses for each of the periods covered by the Form 10-K.  As noted in the Prior Response Letters, the costs of the Company’s insurance policy for each of the periods covered by the Form 10-K were not impacted by weather-related events.  Based on these facts, the Company respectfully advises the Staff that the cost of the Company’s insurance policy is not material to the Company’s operating results or financial condition requiring disclosure in the Company’s filings with the Commission.

*  *  *  *  *  *  *  *

In connection with its response to the Staff’s comments, the Company acknowledges that the Company and its management are responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

Please do not hesitate to contact me at (408) 433-7140 or kirsten.spears@broadcom.com with any questions you may have with respect to the foregoing.

Sincerely,

/s/ Kirsten Spears

Kirsten Spears

Chief Financial Officer and Chief Accounting Officer

cc:    Jason Kelly, PricewaterhouseCoopers, LLP

    David Karp, Wachtell, Lipton, Rosen & Katz

    Carmen Lu, Wachtell, Lipton, Rosen & Katz

CORRESP
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    [Letterhead of Wachtell, Lipton, Rosen & Katz]

    September 16, 2022

    Via EDGAR

    Sherry Haywood

    Geoffrey Kruczek

      U.S. Securities & Exchange Commission

    Division of Corporation Finance

    Office of Manufacturing

    100 F Street, NE

    Washington, D.C.  20549

          Re:

            Broadcom Inc.

              Amendment No. 1 to Registration Statement on Form S-4

              Filed on August 26, 2022

              File No. 333-266181

    Dear Ms. Haywood and Mr. Kruczek:

    On behalf of our client, Broadcom Inc. (“Broadcom” or the “Company”), set forth below is the response of the Company to the comment of the
      Staff of the Division of Corporation Finance (the “Staff”) that was set forth in your letter dated September 8, 2022, regarding the Company’s Amendment No. 1 to the Company’s registration statement on Form S-4 (the “Registration Statement”).
      In connection with this letter responding to the Staff’s comment, we are filing Amendment No. 2 to the Registration Statement (“Amendment No. 2”).

    For your convenience, the Staff’s comment is set forth in bold, followed by the response on behalf of the Company.  Terms not otherwise defined in this
      letter shall have the meanings set forth in Amendment No. 2.  All page references in the response set forth below refer to pages of Amendment No. 2.

    Amendment No. 1 to Registration Statement on Form S-4

    U.S. Federal Income Tax Consequences of the Transactions to U.S. Holders, page 87

              1.

              We note the form of tax opinion filed as exhibit 8.1. If you are intending to file a short-form tax opinion, the disclosure in the prospectus and
                in the opinion both must state that the disclosure in this section is the opinion of counsel. For example, the disclosure should identify counsel and state that counsel is of the opinion that “under currently applicable U.S. federal income
                tax law, (1) the First Merger and the LLC Conversion, taken together, will qualify as a “reorganization” within the meaning of section 368(a)(1)(F) of the Code and (2) the Second Merger and the Third Merger, taken together, will qualify as
                a “reorganization” within the meaning of section 368(a)(1)(A) of the Code.” In addition, the tax opinion should state that the disclosure in this section is counsel’s opinion.

    Response:  The Company respectfully advises the Staff that it
        has revised the disclosure on page 87 of Amendment No. 2 and the tax opinion filed as Exhibit 8.1 in response to the Staff’s comment.

    *          *          *          *          *          *

    If you have any questions concerning the Registration Statement or require any additional information in connection with the filing, please do not hesitate
      to contact the undersigned at (212) 403-1117 or RCChen@wlrk.com.

            Sincerely yours,

              /s/ Ronald C. Chen

              Ronald C. Chen

          cc:

            Mark Brazeal, Broadcom Inc.

              Amy Fliegelman Olli, VMware, Inc.

              David C. Karp, Wachtell, Lipton, Rosen & Katz

              Viktor Sapezhnikov, Wachtell, Lipton, Rosen & Katz

              Barbara L. Becker, Gibson, Dunn & Crutcher LLP

              Saee Muzumdar, Gibson, Dunn & Crutcher LLP

              Andrew Kaplan, Gibson, Dunn & Crutcher LLP

United States securities and exchange commission logo
September 14, 2022
Kirsten Spears
Chief Financial Officer
Broadcom Inc.
1320 Ridder Park Drive
San Jose, CA 95131
Re:Broadcom Inc.
Form 10-K for Fiscal Year Ended October 31, 2021
Response Dated August 24, 2022
File No. 001-38449
Dear Ms. Spears:
            We have reviewed your August 24, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
August 4, 2022 letter.
Response Dated August 24, 2022
Risk Factors, page 13
1.We note your response to prior comment one regarding transition risks related to climate
change.  Please clearly describe the specific transition risks you have considered,
including those identified in our comment, and provide additional detail regarding their
material effects, along with support for your determination of materiality for purposes of
disclosure.

 FirstName LastNameKirsten Spears
 Comapany NameBroadcom Inc.
 September 14, 2022 Page 2
 FirstName LastName
Kirsten Spears
Broadcom Inc.
September 14, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
35
2.As your response to comment three does not provide all of the requested information, it is
reissued in part.  Please include the quantification requested with regards to the cost of
insurance on an aggregate basis for each of the periods covered by your Form 10-K.
            Please contact Erin Donahue at 202-551-6063 or Sergio Chinos at 202-551-7844 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
September 8, 2022
Mark Brazeal
Chief Legal and Corporate Affairs Officer
Broadcom Inc.
1320 Ridder Park Drive
San Jose, California 95131-2313
Re:Broadcom Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed August 26, 2022
File No. 333-266181
Dear Mr. Brazeal:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our [Month day, year] letter.
Amendment No. 1 to Registration Statement on Form S-4
U.S. Federal Income Tax Consequences of the Transactions to U.S. Holders, page 87
1.We note the form of tax opinion filed as exhibit 8.1. If you are intending to file a short-
form tax opinion, the disclosure in the prospectus and in the opinion both must state that
the disclosure in this section is the opinion of counsel.  For example, the disclosure should
identify counsel and state that counsel is of the opinion that  "under currently applicable
U.S. federal income tax law, (1) the First Merger and the LLC Conversion, taken together,
will qualify as a “reorganization” within the meaning of section 368(a)(1)(F) of the Code
and (2) the Second Merger and the Third Merger, taken together, will qualify as a
“reorganization” within the meaning of section 368(a)(1)(A) of the Code."  In addition,
the tax opinion should state that the disclosure in this section is counsel's opinion.

 FirstName LastNameMark Brazeal
 Comapany NameBroadcom Inc.
 September 8, 2022 Page 2
 FirstName LastName
Mark Brazeal
Broadcom Inc.
September 8, 2022
Page 2
            You may contact SiSi Cheng, Staff Accountant at (202) 551-5004 or Claire Erlanger,
Staff Accountant at (202) 551-3301 if you have questions regarding comments on the financial
statements and related matters. Please contact Sherry Haywood, Staff Attorney at (202) 551-
3345 or Geoffrey Kruczek, Staff Attorney at (202) 551-3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ronald Chen

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    [Letterhead of Wachtell, Lipton, Rosen & Katz]

    August 26, 2022

    Via EDGAR and Courier

    Sherry Haywood

    Geoffrey Kruczek

    U.S. Securities & Exchange Commission

    Division of Corporation Finance

    Office of Manufacturing

    100 F Street, NE

    Washington, D.C.  20549

            Re:

            Broadcom Inc.

            Registration Statement on Form S-4

            Filed on July 15, 2022

            File No. 333-266181

    Dear Ms. Haywood and Mr. Kruczek:

    On behalf of our client, Broadcom Inc. (“Broadcom” or the “Company”), set forth below are the responses of the Company to the comments of the Staff of the Division of Corporation
      Finance (the “Staff”) that were set forth in your letter dated August 9, 2022, regarding the Company’s registration statement on Form S-4 (the “Registration Statement”).  In connection with this letter responding to the Staff’s
      comments, we are filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”).

    For your convenience, the Staff’s comments are set forth in bold, followed by responses on behalf of the Company.  Terms not otherwise defined in this letter shall have the meanings set forth in
      Amendment No. 1.  All page references in the responses set forth below refer to pages of Amendment No. 1.

    Registration Statement on Form S-4 filed July 15, 2022

    Q: Will the Broadcom common stock received at the time of completion of the second merger be traded on an exchange?, page 4

          1.

            Revise the Q&A to disclose which of the most material conditions of the merger are able to be waived, such as, for example, the condition that Nasdaq approve the listing of Broadcom common stock to be issued
              to VMware stockholders in the second merger. Revise the risk factor “Completion of the transactions is subject to the conditions” on page 26 to describe what kinds of conditions could be waived and the negative effects it could have.

    Response:  The Company respectfully advises the Staff that it has revised the disclosure on pages 4 and 5 of Amendment No. 1 and the risk factor “Completion of the transactions is subject to
      the conditions” on page 28 of Amendment No. 1 in response to the Staff’s comment.

    Summary

    The transactions and the merger agreement, page 11

          2.

            You disclose diagrams depicting the first, second and third mergers. Please explain why this structure was chosen.

    Response: The Company respectfully advises the Staff that the parties chose the structure depicted in the diagrams on pages 13, 14, 48 and 49 of Amendment No. 1 to enable the transactions to
      qualify for the intended tax treatment for the transactions, and to preserve VMware as a corporate entity in the corporate structure for Broadcom following the closing of the transactions.  In response to the Staff’s comment, the disclosure on pages
      15 and 49 of Amendment No. 1 has been revised to explain why the parties chose such structure.

    Merger Consideration, page 14

          3.

            We note your disclosure regarding the merger consideration that shareholders of VMware may elect to receive, for each share of VMware common stock, either cash consideration in the amount of $142.50 or stock
              consideration in the amount 0.25200 of a share of Broadcom common stock. You further clarify that this election is subject to proration based on the requirement in the Merger Agreement that there be a 50% cash/50% stock allocation with
              respect to the total consideration paid. It is unclear from your disclosure, however, the extent to which an individual’s election might be impacted by the 50% cash/50% stock allocation requirement. Please revise your disclosure to explain in
              greater detail and/or to provide illustrative examples of the extent to which an election to receive all cash, an election to receive all stock, or an election to receive a combination of both cash and stock could be impacted by the 50%
              cash/50% stock allocation requirement. In this respect, please disclose the maximum extent to which the consideration actually received potentially would vary from VMware stockholders’ elections to receive all cash and all stock.

    Response: The Company respectfully advises the Staff that it has revised the disclosure on pages 2, 15, 16, 50, 90 and 91 of Amendment No. 1 in response to the Staff’s comment.

    Material Tax Consequences, page 16

          4.

            We note your disclosure that completion of the transactions is conditioned upon receipt by VMware of a written opinion of Gibson, Dunn & Crutcher LLP to the effect that, for U.S. federal income tax purposes,
              the first merger and LLC conversion, and the Second and Third Mergers, are intended to qualify as a “reorganization” under Section 368(a) of the Code. Insofar as this appears to be a waivable condition, please file an executed opinion of
              counsel before effectiveness even though the merger agreement is conditioned upon the receipt of the favorable tax opinion at closing. See Section III.D.3 of Staff Legal Bulletin 19 (October 14, 2011).

    Response: The Company respectfully advises the Staff that an executed opinion of counsel will be filed before effectiveness of the Registration Statement.

    The transactions could cause VMware’s spin-off from Dell Technologies, Inc. to become a taxable transaction, page 27

          5.

            Please expand your disclosure here or elsewhere in the filing to discuss the material terms of the tax matters agreement. You disclose that VMware received an opinion from Gibson Dunn, counsel to VMware, to the
              effect that the transactions will not result in the VMware spin-off failing to qualify as a tax-free transaction under Section 355 of the Code, and a closing condition of the transactions is that the opinion is not revoked, substantively
              modified or withdrawn (unless an acceptable replacement opinion has been received). Please revise to clarify if this condition can be waived and, if so, the consequences.

    Response: The Company respectfully advises the Staff that it has revised the disclosure on pages 29 and 30 of Amendment No. 1 in response to the Staff’s comment.

    Certain Financial Projections, page 57

          6.

            Please revise to disclose all material assumptions underlying the projected financial information included in your document, and quantify to the extent possible. Explain how each of these assumptions resulted in
              the numbers included in the tables.

    Response:  The Company respectfully advises the Staff that it has revised the disclosure on page 63 of Amendment No. 1 in response to the Staff’s comment.

    Material U.S. Federal Income Tax Consequences, page 80

          7.

            Please revise the disclosure to identify counsel providing the opinion and to state clearly that the disclosure is counsel’s opinion as to the tax consequences. If counsel cannot give a “will” opinion, it may
              provide an opinion subject to uncertainty, such as “should” or “more likely than not,” but the disclosure should describe the degree of uncertainty in the opinion and provide risk factor and/or other appropriate disclosure setting forth the
              risks of uncertain tax treatment to investors.

    Response:  The Company respectfully advises the Staff that it has revised the disclosure on page 87 of Amendment No. 1 in response to the Staff’s comment, identifying Gibson, Dunn &
      Crutcher LLP as the counsel providing the opinion and stating that it is Gibson, Dunn & Crutcher LLP’s opinion as to the material U.S. federal income tax consequences of the transactions.

    Unaudited Pro Forma Condensed Combined Financial Information

    Unaudited Pro Forma Condensed Combined Balance Sheet, page 122

          8.

            Please revise the pro forma balance sheet to disclose the number of shares issued and outstanding on a historical and pro forma basis.

    Response: The Company respectfully advises the Staff that it has revised the disclosure on pages 128 and 129 of Amendment No. 1 in response to the Staff’s comment.

    Significant Accounting Policies, page 127

          9.

            We note your disclosure in Note 2(d) that the adjustment represents the reclassification of license revenue to product revenue. Please explain to us and revise to disclose why you believe this reclassification is
              appropriate. In this regard, it appears from the notes to the financial statements included in Broadcom’s Form 10-K for the year ended October 31, 2021, that software license revenue is included in its “subscriptions and services” subtotal on
              the income statement. Please advise or revise accordingly.

    Response:  The Company respectfully advises the Staff that the reclassification of VMware’s license revenue to Broadcom’s product revenue line item was based on the intended alignment of the
      VMware license revenue in relation to Broadcom’s two revenue captions: product revenue, and subscriptions and services revenue. Performance obligations related to VMware’s license revenue, including the license portion of term licenses, represent
      functional intellectual property under which a customer has the legal right to the on-premises license. VMware’s license revenue has historically been primarily recognized point-in-time at the license commencement date. Broadcom viewed the sale of
      perpetual and term licenses recognized at a point-in-time as more akin to the sale of a product or tangible good than to a service. Accordingly, the Company presented it in the product revenue line item of the unaudited pro forma condensed combined
      financial information in accordance with Rule 5-03(b) of Regulation S-X.

    Broadcom’s software license contracts differ from VMware’s contracts as Broadcom’s software license contracts include daily termination for convenience clauses. Broadcom accounts for such revenue
      contracts as daily licenses, given that the customers can terminate the contracts unilaterally and without substantive penalty. As a result, license revenue is recognized ratably over the stated license period. Broadcom views the sale of software
      licenses recognized over the license period as more akin to services revenue as the pattern of recognition is the same, and reflects it in the “Subscription and services” line item in the consolidated statements of operations, in accordance with Rule
      5-03(b) of Regulation S-X.

    However, after further considering the Staff’s comment, the Company now believes it is appropriate to present VMware’s license revenue in subscriptions and services, rather than in the product
      revenue caption, to be consistent with Broadcom’s historical presentation of software revenue, and thus, a more useful presentation to investors and users of the unaudited pro forma condensed combined financial information. The Company also notes
      that VMware’s license revenue is less than 10% of combined Broadcom and VMware revenue. As such, the Company notes that separate presentation of the VMware license revenue is not required per Rule 5-03(b) of Regulation S-X. Furthermore, the Company
      believes that the functional characteristics of the VMware license arrangements are more closely aligned with Broadcom’s software arrangements presented in subscription and services, rather than with product revenue, which primarily consists of
      revenue from the sale of physical goods. Accordingly, the Company now believes that VMware’s license revenue should be presented as a component of “Subscriptions and services.” As such, the Company has revised the disclosure on page 133 of Amendment
      No. 1.

    Calculation of Merger Consideration and Preliminary Purchase Price allocation of the Transactions, page 128

          10.

            Please revise Note 3 (1) and (2) and Note 4(a) to clarify that the preliminary merger consideration is calculated based on the number of shares of VMware common stock outstanding as of July 13, 2022, if true, and
              the amount of those shares.

    Response:  The Company respectfully advises the Staff that it has revised the disclosure on pages 134 and 136 of Amendment No. 1 in response to the Staff’s comment.

    Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 130

          11.

            Refer to Note 4(e) and 5(d). Please tell us how you concluded it was appropriate to eliminate VMware’s historical deferred commissions earned by its sales force and the related historical amortization expense,
              and how you considered these balances in the fair value measurement of customer relationships.

    Response:  The Company respectfully advises the Staff that VMware’s historical deferred commission represents the capitalized costs incurred to enter into customer contracts. The fair value of
      the customer relationship asset and the related amortization expense contemplate the value of the acquired contracts. Specifically, the cash flows that the Company expects to receive in the future in connection with the related acquired customer
      contracts are reflected in the projected cash flows of the customer relationship asset. As such, the deferred commission asset would be duplicative of the customer relationship asset that is recognized upon consummation of the transactions.
      Therefore, the Company believes it is appropriate to eliminate the historical deferred commissions balance and the corresponding amortization expense.

    Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined

    Statements of Operations, page 132

          12.

            We note that for both the year ended October 31, 2021 and the interim period ended May 1, 2022, adjustment 5(f) appears to represent a benefit from income taxes, rather than additional income tax expense. Please
              revise your disclosure in Note 5(f) to explain why the transaction accounting adjustments, which resulted in an aggregate increase in expenses, resulted in this tax benefit.

    Response:   The Company respectfully advises the Staff that it has revised the disclosure on page 140 of Amendment No. 1 in response to the Staff’s comment.

          13.

            We note from your disclosures in Notes 5(c) and 5(h) that this adjustment includes a non-recurring expense. Please revise to disclose the tax effects related to this non-recurring adjustment in accordance with
              Rule 11-02(a)(11)(i) of Regulation S-X.

    Response:   The Company respectfully advises the Staff that it has revised the disclosure on pages 139 and 140 of Amendment No. 1 in response to the Staff’s comment.

    *          *          *          *          *          *

    If you have any questions concerning the Registration Statement or require any additional information in connection with the filing, please do not hesitate to contact the undersigned at (212)
      403-1117 or RCChen@wlrk.com.

            Sincerely yours,

          /s/ Ronald C. Chen

            Ronald C. Chen

            cc:

            Mark Brazeal, Broadcom Inc.

            Amy Fliegelman Olli, VMware, Inc.

            David C. Karp, Wachtell, Lipton, Rosen & Katz

            Viktor Sapezhnikov, Wachtell, Lipton, Rosen & Katz

            Barbara L. Becker, Gibson, Dunn & Crutcher LLP

            Saee Muzumdar, Gibson, Dunn & Crutcher LLP

            Andrew Kaplan, Gibson, Dunn & Crutcher LLP

CORRESP
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Document

August 24, 2022

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn:  Erin Donahue

    Sergio Chinos

    Re:    Broadcom Inc.

Form 10-K for the fiscal year ended October 31, 2021

Filed December 17, 2021

File No. 001-38449

Dear Ms. Donahue and Mr. Chinos:

Broadcom Inc. (the “Company”) submits this letter in response to the comments from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated August 4, 2022, issued in response to the Company’s letter dated July 11, 2022 (the “Prior Response Letter”) in response to the Staff’s initial comment letter dated June 24, 2022, all relating to the above referenced filing.

For ease of reference, the headings and numbers of the responses set forth below correspond to the headings and numbers in the Staff’s comments that are in bold italics prior to the Company’s responses.

Form 10-K for Fiscal Year Ended October 31, 2021

Risk Factors, page 13

1.    Your response to comment 2 states that transition risks related to climate change were not identified as being reasonably expected to have a material effect on your business, operating results, or financial condition in connection. Please explain how you concluded on the materiality of the effects of climate change and determined that disclosure was not necessary.

The Company respectfully advises the Staff that the Company carefully considers and prepares its disclosures in accordance with applicable U.S. securities laws and regulations, Commission guidance, and Commission Compliance and Disclosure Interpretations (collectively, the “Disclosure Requirements”), including with respect to materiality within the context of the Company’s business, operating results and financial condition.

U.S. Securities and Exchange Commission

August 24, 2022

Page 2

In determining the materiality of information to be included in its disclosures filed with the Commission, the Company refers to the standard of materiality set forth in Basic Inc. v. Levinson, 485 U.S. 224 (1988) and the Disclosure Requirements.  Additionally, as it relates to climate change-related disclosure, the Company considers the Commission’s Guidance Regarding Disclosure Related to Climate Change (Securities Act Rel. 33-9160, Feb. 2, 2010) (the “2010 Guidance”).

In connection with the preparation of the Company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, the Company’s employees in Finance, Legal, Internal Audit and Investor Relations (the “Disclosure Committee”), including the Chief Financial Officer and the Chief Legal and Corporate Affairs Officer, review and assess potentially material developments, events, trends and risks and their potential impact on the Company’s business every quarter.

The Company’s ESG Steering Committee assesses annually the climate-related risks under the Task Force on Climate-Related Financial Disclosures (“TCFD”) framework, and in connection with such assessment, certain transition risks related to climate change were identified as being applicable to the Company.  Certain members of the Company’s ESG Steering Committee are involved in the Disclosure Committee and, as part of the process noted above, the Disclosure Committee considered the transition risks related to climate change and their potential impact on the Company’s business, operating results and financial condition, taking into account the standard of materiality set forth in Basic Inc. v. Levinson, 485 U.S. 224 (1988), the Disclosure Requirements and the 2010 Guidance.  Based on this evaluation, it was determined that such transition risks related to climate change did not, and were not reasonably expected to, have a material effect on the Company’s business, financial condition and results of operations for the periods reported in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2021 (the “Form 10-K”) or in the foreseeable future that would require disclosure under the Disclosure Requirements or the 2010 Guidance.

As noted in the Prior Response Letter, the Company is mindful that the consequences of climate change are evolving and the Company will continue to monitor its impact on the Company’s business, operating results and financial condition.  If, in the future, the Company determines that there are direct or indirect consequences material to the Company, the Company will include appropriate disclosures in future filings.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 35

2.    Your response to comment 4 refers to capital expenditures for climate-related projects at your Fort Collins, Colorado facility. Please tell us about and quantify climate-related projects at your other facilities for the periods covered by your Form 10-K.

The Company respectfully advises the Staff that the Company spent approximately $0.9 million, in the aggregate, for climate-related projects at the Company’s facilities other than the Fort Collins, Colorado facility in fiscal 2020 and 2021.  These climate-related projects generally consisted of purchasing, replacing or upgrading equipment (such as abatement equipment, chillers,

U.S. Securities and Exchange Commission

August 24, 2022

Page 3

HVAC, vacuum pumps and wet pumps), installing LED light bulbs, installing light sensors in conference rooms and replacing mechanical fans to reduce greenhouse gas emissions and energy.

The Company published its first Environmental, Social and Governance Report in February 2021 that covered the Company’s fiscal 2020 ESG initiatives and program.  As such, the Company did not start to specifically identify capital expenditures as climate-related projects at its facilities other than its Fort Collins, Colorado facility until fiscal 2020.  The Company believes the capital expenditures for climate-related projects at its other facilities in fiscal 2019 were similar in type to the projects in fiscal 2020 and 2021 and less than the aggregate amount spent in fiscal 2020 and 2021.

The Company respectfully advises the Staff that the Company did not purchase any carbon offsets and voluntary renewal energy certificates and did not enter into any virtual power purchase agreements during the periods covered by the Form 10-K.

The Company will review and monitor climate-related capital expenditures with a view to disclosing such expenditures if and when they become material or otherwise required by the Disclosure Requirements or the 2010 Guidance.

3.    As your response to prior comment 6 does not provide all of the requested information, it is reissued in part. Please include the quantification requested by our comment (including with regards to the cost of insurance) on an aggregate basis, rather than as a quantitative example, for each of the periods covered by your Form 10-K and explain whether increased amounts are expected in future periods.

The Company respectfully advises the Staff that it has not incurred weather-related effects that have had a material impact on the Company’s operations and financial results during the periods covered by the Form 10-K requiring disclosure of such information in the Company’s filings with the Commission.  This determination was made as part of the disclosure process described in response to Comment 1 above and taking into account the standard of materiality set forth in Basic Inc. v. Levinson, 485 U.S. 224 (1988), the Disclosure Requirements and the 2010 Guidance.  As discussed in more detail below:

•severity of weather, such as floods, hurricanes, sea levels, extreme fires, and water availability and quality;

The Company respectfully advises the Staff that approximately $0.2 million in costs associated with the wildfire in the State of Colorado in fiscal 2020 was provided in the Prior Response Letter because it was the only severe weather event experienced by the Company during the periods covered by the Form 10-K.

•weather-related impacts on the cost and availability of insurance;

The Company respectfully advises the Staff that any increase in the Company’s cost of insurance during the periods covered by the Form 10-K was unrelated to severe weather.  The Company further advises the Staff that weather-related impacts did not affect the Company’s

U.S. Securities and Exchange Commission

August 24, 2022

Page 4

availability of insurance during the periods covered by the Form 10-K.  The Company has confirmed the above information for the periods covered by the Form 10-K with the Company’s Chief Risk Officer who oversees the Company’s insurance program.  While insurance premiums may rise in a given year due to many reasons, the Company currently does not expect weather-related impacts to materially increase the cost of its insurance or affect the availability of its insurance.

•quantification of any weather-related damages to your property or operations; and the potential for indirect weather-related impacts that have affected or may affect your major customers.

The Company incurred approximately $0.2 million in costs associated with the wildfire in the State of Colorado in fiscal 2020, which are the costs the Company has incurred in connection with the only severe weather-related event experienced by the Company during the periods covered by the Form 10-K.  Additionally, as the Company has not experienced material damages from weather-related events during the periods covered by the Form 10-K, any physical effects of climate change on its operations have not materially affected its major customers, indirectly or directly, during such periods.

The Company continues to monitor the physical effects of climate change on its operations and results and recognizes that scientific studies indicate that severe weather events may become more frequent or intense as a result of climate change.  If, in the future, the Company experiences or reasonably expects to experience material physical effects attributable to climate change on its operations or results, the Company will include appropriate disclosures in future filings.

4.    We note your response to prior comment 6. Please further explain how you considered providing disclosure regarding the physical impacts of climate change, such as effects on the severity of weather, as it appears that you may be vulnerable to severe weather or climate-related events. For example, your response notes the wildfires in Colorado in fiscal 2020 and disclosure on page 22 of your Form 10-K states that many of your facilities, and those of your contract manufacturers and suppliers, are located in California and the Pacific Rim region which have severe weather activity. We also note from your ESG Report that “climate change is creating serious issues for the Colorado and western U.S. regions” and that you have response plans for various situations “including climate-related weather events, like wildfires, hurricanes, flooding and blizzards.” In addition, explain in greater detail how you considered disclosing the effects of potential weather-related disruptions to the operations of your customers.

The Company respectfully advises the Staff that, as noted in the Prior Response Letter, the Company regularly assesses the physical effects of climate change on its operations and financial results under the TCFD framework and carefully considers and prepares its disclosures in accordance with Disclosure Requirements, including with respect to materiality within the context of the Company’s operations and results and the operations of the Company’s customers.

As part of the process described in response to Comment 1 above, the Company identified and reviewed the occurrence of any material physical impacts of climate change, including severe

U.S. Securities and Exchange Commission

August 24, 2022

Page 5

weather activity, to the Company’s operations and financial results and the operations of the Company’s customers.  The Company also considered the effects of weather-related disruptions to the operations of the Company’s customers based on the Company’s ability to provide its products to the Company’s customers.  For instance, as the Company noted in the Prior Response Letter and in response to Comment 3 above, the Company respectfully advises the Staff that approximately $0.2 million in costs associated with the wildfires in Colorado in fiscal 2020, which was the only severe weather event experienced by the Company during the periods covered by the Form 10-K, did not have a material impact on the Company’s operations and financial results or meet the standard of materiality (as discussed above) for disclosure in the Company’s filings with the Commission.  Thus, the Company determined that the wildfires in Colorado in fiscal 2020 did not create a disruption to the operations of the Company’s customers who purchased the Company’s products manufactured at the Fort Collins facility as the Company was able to deliver such products to them.

The Company also took into account the standard of materiality set forth in Basic Inc. v. Levinson, 485 U.S. 224 (1988), the Disclosure Requirements and the 2010 Guidance.  Based on this evaluation, the Company determined that the physical impacts of climate change, such as the wildfires in Colorado in fiscal 2020, and the potential weather-related disruptions to the operations of the Company and the operations of the Company’s customers did not and were not reasonably expected to have a material effect on the Company’s operations and financial results for the periods reported in the Form 10-K that would require disclosure under the Disclosure Requirements or the 2010 Guidance.

The Company respectfully advises the Staff that, as noted in the Prior Response Letter, the Company’s Environmental, Social and Governance Report for fiscal 2021 (the “ESG Report”) is prepared and designed to provide certain information that may be of interest (even when not material from a U.S. securities law perspective or otherwise required by the Disclosure Requirements or the 2010 Guidance) to a wide range of stakeholders, including the Company’s customers.  The ESG Report contains information that reflects the Company’s adherence to the voluntary third-party disclosure frameworks, including TCFD, and the Company’s own assessment of what might be useful or informative for the benefit of its various stakeholders.  The Company’s disclosures in the ESG Report provide the Company’s stakeholders with additional information because “material” and “materiality,” as defined by the Global Reporting Initiative and reflected in the ESG Report, are different and broader than how those terms are defined and used in the context of the filings with the Commission as defined under Basic Inc. v. Levinson, 485 U.S. 224 (1988) or U.S. securities laws and regulations.  Additionally, the ESG Report includes certain climate-related information that reflects the Company’s discussions with its stakeholders and their feedback and requests for information.  Thus, the Company may include information in the ESG Report that would not be deemed material under the standards set forth in Basic Inc. v. Levinson, 485 U.S. 224 (1988), the Disclosure Requirements and the 2010 Guidance.

The Company will continue to monitor the physical impacts of climate change and severe weather activity on its operations and results.  If, in the future, the Company experiences material physical impacts of climate change and severe weather activity on its operations, the Company will include appropriate disclosures in future filings.

U.S. Securities and Exchange Commission

August 24, 2022

Page 6

*  *  *  *  *  *  *  *

In connection with its response to the Staff’s comments, the Company acknowledges that the Company and its management are responsible for the accuracy and adequacy of its disclosure

United States securities and exchange commission logo
August 9, 2022
Mark Brazeal
Chief Legal and Corporate Affairs Officer
Broadcom Inc.
1320 Ridder Park Drive
San Jose, California 95131-2313
Re:Broadcom Inc.
Registration Statement on Form S-4
Filed July 15, 2022
File No. 333-266181
Dear Mr. Brazeal:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed July 15, 2022
Q: Will the Broadcom common stock received at the time of completion of the second merger be
traded on an exchange?, page 4
1.Revise the Q&A to disclose which of the most material conditions of the merger are able
to be waived, such as, for example, the condition that Nasdaq approve the listing of
Broadcom common stock to be issued to VMware stockholders in the second merger.
Revise the risk factor "Completion of the transactions is subject to the conditions" on page
26 to describe what kinds of conditions could be waived and the negative effects it could
have.

 FirstName LastNameMark Brazeal
 Comapany NameBroadcom Inc.
 August 9, 2022 Page 2
 FirstName LastNameMark Brazeal
Broadcom Inc.
August 9, 2022
Page 2
Summary
The transactions and the merger agreement, page 11
2.You disclose diagrams depicting the first, second and third mergers. Please explain why
this structure was chosen.
Merger Consideration, page 14
3.We note your disclosure regarding the merger consideration that shareholders of
VMware may elect to receive, for each share of VMware common stock, either cash
consideration in the amount of $142.50 or stock consideration in the amount 0.25200 of a
share of Broadcom common stock. You further clarify that this election is subject to
proration based on the requirement in the Merger Agreement that there be a 50%
cash/50% stock allocation with respect to the total consideration paid. It is unclear from
your disclosure, however, the extent to which an individual’s election might be impacted
by the 50% cash/50% stock allocation requirement. Please revise your disclosure to
explain in greater detail and/or to provide illustrative examples of the extent to which an
election to receive all cash, an election to receive all stock, or an election to receive a
combination of both cash and stock could be impacted by the 50% cash/50% stock
allocation requirement. In this respect, please disclose the maximum extent to which the
consideration actually received potentially would vary from VMware stockholders’
elections to receive all cash and all stock.
Material Tax Consequences, page 16
4.We note your disclosure that completion of the transactions is conditioned upon receipt by
VMware of a written opinion of Gibson, Dunn & Crutcher LLP to the effect that, for U.S.
federal income tax purposes, the first merger and LLC conversion, and the Second and
Third Mergers, are intended to qualify as a “reorganization” under Section 368(a) of the
Code. Insofar as this appears to be a waivable condition, please file an executed opinion of
counsel before effectiveness even though the merger agreement is conditioned upon the
receipt of the favorable tax opinion at closing. See Section III.D.3 of Staff Legal Bulletin
19 (October 14, 2011).
The transactions could cause VMware's spin-off from Dell Technologies, Inc. to become a
taxable transaction, page 27
5.Please expand your disclosure here or elsewhere in the filing to discuss the material terms
of the tax matters agreement. You disclose that VMware received an opinion from Gibson
Dunn, counsel to VMware, to the effect that the transactions will not result in the VMware
spin-off failing to qualify as a tax-free transaction under Section 355 of the Code, and a
closing condition of the transactions is that the opinion is not revoked, substantively
modified or withdrawn (unless an acceptable replacement opinion has been received).
Please revise to clarify if this condition can be waived and, if so, the consequences.

 FirstName LastNameMark Brazeal
 Comapany NameBroadcom Inc.
 August 9, 2022 Page 3
 FirstName LastNameMark Brazeal
Broadcom Inc.
August 9, 2022
Page 3
Certain Financial Projections, page 57
6.Please revise to disclose all material assumptions underlying the projected financial
information included in your document, and quantify to the extent possible.  Explain how
each of these assumptions resulted in the numbers included in the tables.
Material U.S. Federal Income Tax Consequences, page 80
7. Please revise the disclosure to identify counsel providing the opinion and to state clearly
that the disclosure is counsel's opinion as to the tax consequences.  If counsel cannot give
a “will” opinion, it may provide an opinion subject to uncertainty, such as "should" or
"more likely than not," but the disclosure should describe the degree of uncertainty in the
opinion and provide risk factor and/or other appropriate disclosure setting forth the risks
of uncertain tax treatment to investors.
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet, page 122
8.Please revise the pro forma balance sheet to disclose the number of shares issued and
outstanding on a historical and pro forma basis.
2. Significant Accounting Policies, page 127
9.We note your disclosure in Note 2(d) that the adjustment represents the reclassification of
license revenue to product revenue.  Please explain to us and revise to disclose why you
believe this reclassification is appropriate.  In this regard, it appears from the notes to the
financial statements included in Broadcom's Form 10-K for the year ended October 31,
2021, that software license revenue is included in its "subscriptions and services" subtotal
on the income statement.  Please advise or revise accordingly.
3. Calculation of Merger Consideration and Preliminary Purchase Price allocation of the
Transactions, page 128
10.Please revise Note 3 (1) and (2) and Note 4(a) to clarify that the preliminary merger
consideration is calculated based on the number of shares of VMware common stock
outstanding as of July 13, 2022, if true, and the amount of those shares.
4. Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance
Sheet, page 130
11.Refer to Note 4(e) and 5(d). Please tell us how you concluded it was appropriate to
eliminate VMware’s historical deferred commissions earned by its sales force and the
related historical amortization expense, and how you considered these balances in the fair
value measurement of customer relationships.

 FirstName LastNameMark Brazeal
 Comapany NameBroadcom Inc.
 August 9, 2022 Page 4
 FirstName LastName
Mark Brazeal
Broadcom Inc.
August 9, 2022
Page 4
5. Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined
Statements of Operations, page 132
12.We note that for both the year ended October 31, 2021 and the interim period ended May
1, 2022, adjustment 5(f) appears to represent a benefit from income taxes, rather than
additional income tax expense.  Please revise your disclosure in Note 5(f) to explain why
the transaction accounting adjustments, which resulted in an aggregate increase in
expenses, resulted in this tax benefit.
13.We note from your disclosures in Notes 5(c) and 5(h) that this adjustment includes a non-
recurring expense.  Please revise to disclose the tax effects related to this non-recurring
adjustment in accordance with Rule 11-02(a)(11)(i) of Regulation S-X.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact SiSi Cheng, Staff Accountant at (202) 551-5004 or Claire Erlanger,
Staff Accountant at (202) 551-3301 if you have questions regarding comments on the financial
statements and related matters.  Please contact Sherry Haywood, Staff Attorney at (202) 551-
3345 or Geoffrey Kruczek, Staff Attorney at (202) 551-3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ronald Chen

United States securities and exchange commission logo
August 4, 2022
Kirsten Spears
Chief Financial Officer
Broadcom Inc.
1320 Ridder Park Drive
San Jose, CA 95131
Re:Broadcom Inc.
Form 10-K for Fiscal Year Ended October 31, 2021
Response Dated July 11, 2022
File No. 001-38449
Dear Ms. Spears:
            We have reviewed your July 11, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
June 24, 2022 letter.
Response Dated July 11, 2022
Risk Factors, page 13
1.Your response to comment 2 states that transition risks related to climate change were not
identified as being reasonably expected to have a material effect on your business,
operating results, or financial condition in connection. Please explain how you concluded
on the materiality of the effects of climate change and determined that disclosure was not
necessary.

 FirstName LastNameKirsten Spears
 Comapany NameBroadcom Inc.
 August 4, 2022 Page 2
 FirstName LastName
Kirsten Spears
Broadcom Inc.
August 4, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations , page
35
2.Your response to comment 4 refers to capital expenditures for climate-related projects at
your Fort Collins, Colorado facility.  Please tell us about and quantify climate-related
projects at your other facilities for the periods covered by your Form 10-K.
3.As your response to prior comment 6 does not provide all of the requested information, it
is reissued in part.  Please include the quantification requested by our comment (including
with regards to the cost of insurance) on an aggregate basis, rather than as a quantitative
example, for each of the periods covered by your Form 10-K and explain whether
increased amounts are expected in future periods.
4.We note your response to prior comment 6.  Please further explain how you considered
providing disclosure regarding the physical impacts of climate change, such as effects on
the severity of weather, as it appears that you may be vulnerable to severe weather or
climate-related events.  For example, your response notes the wildfires in Colorado in
fiscal 2020 and disclosure on page 22 of your Form 10-K states that many of your
facilities, and those of your contract manufacturers and suppliers, are located in California
and the Pacific Rim region which have severe weather activity.  We also note from your
ESG Report that “climate change is creating serious issues for the Colorado and western
U.S. regions” and that you have response plans for various situations “including climate-
related weather events, like wildfires, hurricanes, flooding and blizzards.”  In addition,
explain in greater detail how you considered disclosing the effects of potential weather-
related disruptions to the operations of your customers.
            Please contact Erin Donahue at 202-551-6063 or Sergio Chinos at 202-551-7844 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Document

July 11, 2022

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn:  Erin Donahue

    Sergio Chinos

    Re:    Broadcom Inc.

Form 10-K for the fiscal year ended October 31, 2021

Filed December 17, 2021

File No. 001-38449

Dear Ms. Donahue and Mr. Chinos:

Broadcom Inc. (the “Company”) submits this letter in response to the comments from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated June 24, 2022, relating to the above referenced filing.

For ease of reference, the headings and numbers of the responses set forth below correspond to the headings and numbers in the Staff’s comments that are in bold italics prior to the Company’s response.

Form 10-K for Fiscal Year Ended October 31, 2021

General

1.    We note that you provided more expansive disclosure in your Environmental, Social & Governance Report (“ESG Report”) than you provided in your SEC filings.  Please advise us what consideration you gave to providing the same type of climate-related disclosure in your SEC filings as you provided in your ESG Report.

The Company respectfully advises the Staff that the Company carefully considers and prepares its disclosures in accordance with applicable U.S. securities laws and regulations,  Commission guidance, and Commission Compliance and Disclosure Interpretations (collectively, the “Disclosure Requirements”), including with respect to materiality within the context of the Company’s business, operating results and financial condition.

In determining the materiality of information to be included in its disclosures filed with the Commission, the Company refers to the standard of materiality set forth in Basic Inc. v. Levinson, 485 U.S. 224 (1988) and the Disclosure Requirements.  Additionally, as it relates to climate

U.S. Securities and Exchange Commission

July 11, 2022

Page 2

change-related disclosure, the Company considers the Commission’s Guidance Regarding Disclosure Related to Climate Change (Securities Act Rel. 33-9160, Feb. 2, 2010) (the “2010 Guidance”).

In connection with the preparation of the Company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, the Company’s employees in Finance, Legal, Internal Audit and Investor Relations (the “Disclosure Committee”), including the Chief Financial Officer and the Chief Legal and Corporate Affairs Officer, review and assess potentially material developments, events, trends and risks and their potential impact on the Company’s business every quarter.

On the other hand, the Company’s Environmental, Social and Governance Report for fiscal 2021 published in February 2022 (the “ESG Report”) is prepared and designed to provide certain information that may be of interest (even when not material from a U.S. securities law perspective or otherwise required by the Disclosure Requirements or the 2010 Guidance) to a wide range of stakeholders (including certain investors, employees, customers, suppliers, business partners, and local and other communities of relevance to the Company).  The ESG Report contains information that reflects the Company’s adherence to the voluntary third-party disclosure frameworks, including the disclosure frameworks promulgated by the Sustainability Accounting Standards Board, the Global Reporting Initiative (“GRI”) and the Task Force on Climate-Related Financial Disclosures (“TCFD”), and the Company’s own assessment of what might be useful or informative for the benefit of its various stakeholders.  “Material” and “materiality,” as defined by GRI and reflected in the ESG Report, for example, are different and broader than how those terms are defined and used in the context of the filings with the Commission as defined under Basic Inc. v. Levinson, 485 U.S. 224 (1988) or U.S. securities laws and regulations.  Additionally, the Company regularly engages with its stakeholders in regards to environmental, social and governance matters.  Thus, the ESG Report also includes certain climate-related information that reflects the Company’s discussions with its stakeholders and their feedback and requests for information.

With respect to the climate-related matters in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2021 (the “Form 10-K”), the Company disclosed information consistent with the Disclosure Requirements and the 2010 Guidance.  Although the future impact of environmental laws and regulations on its operations is currently uncertain, the risk factors in the Form 10-K reflect the Company’s current assessment of the material risks to the Company arising from climate and environmental matters.  The Company therefore respectfully advises the Commission that there are no material pending or existing climate-related matters that it reasonably believes were required under the Disclosure Requirements to be further described in the Form 10-K.  With respect to future filings, the Company will continue to monitor and evaluate whether the inclusion of any specific material pending and existing climate-related matters may be warranted in response to the Disclosure Requirements or the 2010 Guidance.

U.S. Securities and Exchange Commission

July 11, 2022

Page 3

Risk Factors, page 13

2.    Disclose the material effects of transition risks related to climate change that may affect your business, financial condition, and results of operations, such as policy and regulatory changes that could impose operational and compliance burdens, market trends that may alter business opportunities, credit risks, or technological changes.

The Company’s ESG Steering Committee annually conducts assessments of climate-related risks on the Company’s business, financial condition and results of operations under the TCFD framework that considers policy and regulatory changes, market trends, credit risks and technological changes.  The members of the Company’s ESG Steering Committee also share the assessments with the Company’s Disclosure Committee and the Audit Committee of the Board of Directors.  Furthermore, climate-related risks are included in the Company’s enterprise risk management process.

When preparing the Form 10-K, the transition risks applicable to the Company that were identified and reviewed included (i) potential new regulations in local and international jurisdictions that would restrict greenhouse gas (“GHG”) emissions, (ii) costs to comply with new potential regulations in local and international jurisdictions, (iii) costs to procure additional equipment to reduce GHG emissions, (iv) costs to evaluate and adopt a transition plan related to the reduction of GHG emissions, and (v) reputational risks related to GHG emissions in the semiconductor industry.

Taking into consideration the above-mentioned transition risks, the Company determined that such transition risks related to climate change were not reasonably expected to have a material effect on the Company’s business, financial condition and results of operations for the periods reported in the Form 10-K or in the foreseeable future that would require disclosure under the Disclosure Requirements or the 2010 Guidance.  The Company is mindful that the consequences of climate change are evolving and will continue to monitor its impacts on the Company’s business, financial condition and results of operations.  If, in the future, the Company determines that there are direct or indirect consequences material to the Company, the Company will include appropriate disclosures in future filings.

3.    Disclose any material litigation risks related to climate change and explain the potential impact to the company.

As described in response to Comment 1, each quarter the Disclosure Committee reviews and assesses the Company’s existing risk factors to determine whether (i) new risk factors need to be added to address current or potential risks that could be material to the Company’s business, financial condition and results of operations, (ii) existing risk factors are no longer material risks and should be removed, and (iii) information regarding material continuing risks need to be updated.

U.S. Securities and Exchange Commission

July 11, 2022

Page 4

The Company notes that the following risks related to climate change were included in Item 1A. “Risk Factors” in the Form 10-K:

• Page 16 – The risk factor titled “Our business is subject to various governmental regulations, and compliance with these regulations may cause us to incur significant expense.  If we fail to maintain compliance with applicable regulations, we may be forced to cease the manufacture and distribution of certain products, and we could be subject to administrative proceedings and civil or criminal penalties” identifies risks related to complying with governmental regulations (such as climate-related governmental regulations), which could adversely affect the Company’s business and results of operations.

• Page 18 – The risk factor titled “Global political and economic conditions and other factors related to our international operations could adversely affect our business, financial condition and results of operations” identifies risks related to the Company’s international operations, including the imposition of restrictive governmental actions (such as climate change regulations), which could have a material adverse effect on the Company’s business, financial condition and results of operations.

• Page 26 – The risk factor titled “We are subject to environmental, health and safety laws, which could increase our costs, restrict our operations and require expenditures that could have a material adverse effect on our results of operations and financial condition” identifies risks related to complying with environmental regulations that could require the Company to modify its manufacturing processes and acquire costly equipment and subject the Company to litigation, which could have a material adverse effect on the Company’s business, financial condition and results of operations.

• Page 26 – The risk factor titled “Social and environmental responsibility regulations, policies and provisions, as well as customer and investor demands, may make our supply chain more complex and may adversely affect our relationships with customers and investors” identifies risks related to the increased focus on corporate social and environmental responsibility within the semiconductor industry and by customers and investors, and the development of climate change-based laws or regulations, which could have a material adverse impact on the Company’s results of operations.

The Company respectfully advises the Commission that the Company has not experienced any actual or threatened litigation against the Company related to climate change.  Hence, the Company believes the above-mentioned risk factors appropriately address the known material litigation risks related to climate change.  Additionally, the Company believes it has disclosed its “material” risk factors and has tailored such risk factors to its circumstances and risk profile pursuant to Item 105 of Regulation S-K.

The Company’s management monitors and assesses on an ongoing basis any material litigation risks, including those related to climate change.  Based on that assessment and the Company’s consideration of whether the information constituted material information “necessary to make the

U.S. Securities and Exchange Commission

July 11, 2022

Page 5

required statements, in the light of the circumstances under which they were made, not misleading” pursuant to Rule 12b-20 of the Securities Exchange Act of 1934, the Company considers these risk factors in the Form 10-K to adequately address all known material litigation risks related to climate and its potential impact at the time of filing.

With respect to future filings, the Company will continue to monitor and evaluate any potential material litigation risks related to climate change and will disclose such matters as warranted in response to the Disclosure Requirements.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 35

4.    It appears you have identified climate-related projects in your ESG Report, such as projects to save energy and reduce greenhouse gas emissions.  Tell us how you considered providing disclosure regarding past and future capital expenditures for climate-related projects.  Include quantitative information for the periods covered by your Form 10-K and for future periods as part of your response.

The ESG Report reflects the Company’s discussions with its stakeholders and their feedback and requests for information, including climate-related projects.  While the Company believes the description of its climate-related projects in the ESG Report is meaningful for its stakeholders in reviewing the Company’s climate-related initiatives, the climate-related projects in the ESG Report have not required material capital expenditures, individually or in the aggregate, and have not otherwise been material, individually or in the aggregate, to the Company’s consolidated financial statements for the periods covered by the Form 10-K.

The Company’s primary source of GHG emissions is from its limited manufacturing operations and use of electricity at the Company’s offices, which are the focus of the Company’s GHG emissions reduction efforts.  As described in the ESG Report, the Company’s facility located at Fort Collins, Colorado is its largest manufacturing facility.  The Company’s largest climate-related projects were also at the Fort Collins manufacturing facility during the periods covered by the Form 10-K.  The Company disclosed in the ESG Report that in fiscal 2021 the Company purchased several GHG abatement units to reduce GHG emissions at the Fort Collins manufacturing facility (the cost of which was approximately $1.4 million) and the Company upgraded its chiller at the Fort Collins manufacturing facility to increase efficiency and provide greater capability (the cost of which was approximately $0.6 million).  From fiscal 2019 to fiscal 2021, the Company spent approximately $6.5 million at the Fort Collins manufacturing facility on climate-related projects to reduce GHG emissions and electricity usage and conserve water, which the Company does not believe was material when comparing such costs to the Company’s net revenue of approximately $22.6 billion in fiscal 2019, $23.9 billion in fiscal 2020 and $27.5 billion in fiscal 2021.

The Company notes that it spent approximately $0.2 million for the climate-related projects in the ESG Report under the title “Projects to Save Energy and Reduce Emissions” that the Company implemented in fiscal 2021.  These costs were not material, individually or in the aggregate, when

U.S. Securities and Exchange Commission

July 11, 2022

Page 6

comparing such costs to the Company’s capital expenditures of approximately $443 million in fiscal 2021.

In assessing the materiality of climate-related project costs, the Company determines whether the related costs of such projects are reasonably likely to result in a material impact to the Company’s financial condition and results of operations.  To date, the Company has not incurred significant costs, individually or in the aggregate, for its climate-related projects and does not believe any currently planned projects will incur significant costs, individually or in the aggregate.  For these reasons, the Company believes that the costs related to its climate-related projects have not and are not reasonably likely to result in a material impact to the Company’s financial condition and results of operations at this time.  As such, the Company believes additional disclosure pursuant to the Disclosure Requirements and the 2010 Guidance is not required at this time.

United States securities and exchange commission logo
June 24, 2022
Kirsten Spears
Chief Financial Officer
Broadcom Inc.
1320 Ridder Park Drive
San Jose, CA 95131
Re:Broadcom Inc.
Form 10-K for Fiscal Year Ended October 31, 2021
Filed December 17, 2021
File No. 001-38449
Dear Ms. Spears:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended October 31, 2021
General
1.We note that you provided more expansive disclosure in your Environmental, Social
& Governance Report (“ESG Report”) than you provided in your SEC filings.  Please
advise us what consideration you gave to providing the same type of climate-related
disclosure in your SEC filings as you provided in your ESG Report.
Risk Factors, page 13
2.Disclose the material effects of transition risks related to climate change that may affect
your business, financial condition, and results of operations, such as policy and regulatory
changes that could impose operational and compliance burdens, market trends that may
alter business opportunities, credit risks, or technological changes.
3.Disclose any material litigation risks related to climate change and explain the potential

 FirstName LastNameKirsten Spears
 Comapany NameBroadcom Inc.
 June 24, 2022 Page 2
 FirstName LastNameKirsten Spears
Broadcom Inc.
June 24, 2022
Page 2
impact to the company.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
35
4.It appears you have identified climate-related projects in your ESG Report, such as
projects to save energy and reduce greenhouse gas emissions.  Tell us how you considered
providing disclosure regarding past and future capital expenditures for climate-related
projects.  Include quantitative information for the periods covered by your Form 10-K and
for future periods as part of your response.
5.We note your risk factor disclosure on page 26 regarding social and environmental
responsibility regulations, policies and provisions as well as customer and investor
demands.  Tell us how you considered providing disclosure regarding the indirect
consequences of climate-related regulation or business trends in particular, such as the
following:
•decreased demand for goods or services that produce significant greenhouse gas
emissions or are related to carbon-based energy sources;
•increased demand for goods that result in lower emissions than competing products;
•increased competition to develop innovative new products that result in lower
emissions;
•increased demand for generation and transmission of energy from alternative energy
sources;
•any anticipate reputational risk resulting from operations or products that produce
material greenhouse gas emissions; and
•potential climate-related opportunities, such as the development of new products or
services and the increased requirements for high performance and low power
products.
6.Please discuss the physical effects of climate change on your operations and results.  This
disclosure may include the following:
•severity of weather, such as floods, hurricanes, sea levels, extreme fires, and water
availability and quality;
•weather-related impacts on the cost and availability of insurance;
•quantification of any weather-related damages to your property or operations; and
•the potential for indirect weather-related impacts that have affected or may affect
your major customers.
Include quantitative information with your response for each of the periods covered by
your Form 10-K and explain whether increased amounts are expected in future periods.

7.We note your disclosure on page 26 regarding the costs to comply with environmental
regulations.  Tell us about and quantify any compliance costs related to climate change for
each of the last three fiscal years and explain whether increased amounts are expected to
be incurred in future periods.

 FirstName LastNameKirsten Spears
 Comapany NameBroadcom Inc.
 June 24, 2022 Page 3
 FirstName LastName
Kirsten Spears
Broadcom Inc.
June 24, 2022
Page 3
8.If material, please provide disclosure about any purchase or sale of carbon credits or
offsets and any material effects on your business, financial condition, and results of
operations.  Include quantitative information for each of the periods for which financial
statements are presented in your Form 10-K and for future periods as part of your
response.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Erin Donahue at 202-551-6063 or Sergio Chinos at 202-551-7844 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
June 30, 2020
Rebecca Boyden
Deputy General Counsel, Corporate
Broadcom Inc.
1320 Ridder Park Drive
San Jose, CA 95131
Re:Broadcom Inc.
Registration Statement on Form S-4
Filed June 26, 2020
File No. 333-239489
Dear Ms. Boyden:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Geoff Kruczek at (202) 551-3641 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Anthony Richmond

CORRESP
1
filename1.htm

CORRESP

 BROADCOM INC.

1320 Ridder Park Drive

 San Jose,
California 95131

 June 30, 2020

 VIA
EDGAR

 Division of Corporation Finance

 Securities and
Exchange Commission

 100 F Street, N.E.

 Mail Stop 3030

Washington, D.C. 20549

 Attention: Geoff Kruczek

Re:
 Broadcom Inc.

 Registration Statement on Form S-4, SEC File No. 333-239489

 Ladies and Gentlemen:

In connection with the above-referenced Registration Statement (the “Registration Statement”) filed by Broadcom Inc.
(the “Issuer”), and each of the guarantors listed in the Registration Statement as a registrant, relating to a proposed offer (the “Exchange Offer”) by the Issuer to exchange up to $525,342,000 aggregate principal
amount of 3.125% Senior Notes due April 2021, $692,841,000 aggregate principal amount of 3.125% Senior Notes due October 2022, $1,044,409,000 aggregate principal amount of 3.625% Senior Notes due October 2024, $2,500,000,000 aggregate principal
amount of 4.250% Senior Notes due April 2026, $3,000,000,000 aggregate principal amount of 4.750% Senior Notes due April 2029, $2,250,000,000 aggregate principal amount of 4.700% Senior Notes due April 2025, $2,250,000,000 aggregate principal amount
of 5.000% Senior Notes due April 2030, $1,000,000,000 aggregate principal amount of 2.250% Senior Notes due November 2023, $2,250,000,000 aggregate principal amount of 3.150% Senior Notes due November 2025, $2,750,000,000 aggregate principal amount
of 4.150% Senior Notes due November 2030, $2,000,000,000 aggregate principal amount of 4.300% Senior Notes due November 2032, $1,695,320,000 aggregate principal amount of 3.459% Senior Notes due September 2026 and $2,222,349,000 aggregate principal
amount of 4.110% Senior Notes due September 2028 (collectively, the “Exchange Notes”), for any and all of the Issuer’s outstanding 3.125% Senior Notes due 2021, 3.125% Senior Notes due 2022, 3.625% Senior Notes due 2024, 4.250%
Senior Notes due 2026, 4.750% Senior Notes due 2029, the 4.700% Senior Notes due 2025, 5.000% Senior Notes due 2030, the 2.250% Senior Notes due 2023, 3.150% Senior Notes due 2025, 4.150% Senior Notes due 2030, 4.300% Senior Notes due 2032, the
3.459% Senior Notes due 2026 and 4.110% Senior Notes due 2028 (the “Outstanding Notes”), I am writing to advise you, on a supplemental basis, that:

(i)
 the Issuer is registering the Exchange Offer in reliance on the position of the staff of the Commission (the
“Staff”) enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and
Morgan Stanley & Co. Inc. (available June 5, 1991);

(ii)
 the Issuer has not entered into any arrangement or understanding with any person to distribute the Exchange
Notes and, to the best of the Issuer’s information and belief, each person participating in the Exchange Offer is acquiring the securities in its ordinary course of business and has no arrangement or understanding with any person to participate
in the distribution of the securities to be received in the Exchange Offer;

(iii)
 the Issuer will make each person participating in the Exchange Offer aware, through the prospectus forming a
part of the Registration Statement (the “Prospectus”), that:

(A)
 any broker-dealer and any noteholder using the Prospectus to participate in a distribution of the Exchange
Notes (x) could not rely on the Staff position enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) or similar letters, (y) must comply with the registration and prospectus delivery requirements of the
Securities Act of 1933, as amended (the “Securities Act”), in connection with a secondary resale transaction and (z) must be identified as an underwriter in the Prospectus; and

(B)
 any broker-dealer who holds Outstanding Notes acquired for its own account as a result of market-making
activities or other trading activities, and who receives Exchange Notes in exchange for such Outstanding Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities
Act in connection with any resale of such Exchange Notes;

(iv)
 the Issuer acknowledges that any secondary resale transaction, as described in clause (iii)(A) above, should be
covered by an effective registration statement containing the selling noteholder information required by Item 507 of Regulation S-K;

(v)
 the Issuer will include in the transmittal letter to be executed by each tendering noteholder that elects to
participate in the Exchange Offer a representation from such tendering noteholder to the Issuer that:

(A)
 the Exchange Notes or book-entry interests therein to be acquired by such holder and any beneficial owner(s) of
such Outstanding Notes or interests therein (“Beneficial Owner(s)”) in connection with the Exchange Offer are being acquired by such holder and any Beneficial Owner(s) in the ordinary course of business of the holder and any
Beneficial Owner(s);

(B)
 the holder and each Beneficial Owner are not engaging, do not intend to engage, and have no arrangement or
understanding with any person to participate, in the distribution of the Exchange Notes;

(C)
 the holder and each Beneficial Owner acknowledge and agree that any person who is a broker-dealer registered
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or is participating in the Exchange Offer for the purpose of distributing the Exchange Notes must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale transaction of the Exchange Notes or interests therein acquired by such person and cannot rely on the position of the Staff set forth in certain
no-action letters;

(D)
 the holder and each Beneficial Owner understands that a secondary resale transaction described in clause (v)(C)
above and any resales of the Exchange Notes or interests therein obtained by such holder in exchange for the Outstanding Notes or interests therein originally acquired by such holder directly from the Issuer should be covered by an effective
registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K of the Commission;

(E)
 neither the holder nor any Beneficial Owner(s) is an “affiliate,” as defined in Rule 405 under the
Securities Act, of the Issuer; and

(F)
 in the event such holder is a broker-dealer (whether or not it is also an “affiliate”) that will
receive Exchange Notes for its own account pursuant to the Exchange Offer, the Outstanding Notes tendered in the Exchange Offer were acquired by such broker-dealer as a result of market-making activities or other trading activities, and such holder
acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a Prospectus, the holder will not be deemed to admit
that it is an “underwriter” within the meaning of the Securities Act;

(vi)
 the Issuer will commence the Exchange Offer when the Registration Statement is declared effective by the
Commission;

(vii)
 the Exchange Offer will remain in effect for a limited time and, except with respect to broker-dealers who
tender in the Exchange Offer for whom the Company will keep the registration statement effective for up to 180 days, will not require the Issuer to maintain an “evergreen” registration statement; and

(viii)
 the Exchange Offer will be conducted by the Issuer in compliance with the Exchange Act and any applicable rules
and regulations promulgated thereunder.

 (Signature Page Follows)

 Very truly yours,

 Broadcom Inc.

By:

 /s/ Hock E. Tan

Name:

Hock E. Tan

Title:

 President and Chief Executive Officer

CORRESP
1
filename1.htm

CORRESP

 BROADCOM INC.

1320 Ridder Park Drive

 San Jose,
California 95131

 June 30, 2020

 VIA
EDGAR

 Division of Corporation Finance

 Securities and
Exchange Commission

 100 F Street, N.E.

 Mail Stop 3030

Washington, D.C. 20549

 Attention: Geoff Kruczek

Re:
 Broadcom Inc.

Registration Statement on Form S-4, SEC File
No. 333-239489

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned, on behalf of Broadcom Inc. (the “Issuer”),
respectfully requests that the effective date of the Registration Statement on Form S-4 referenced above be accelerated so that it will become effective at 4:00 P.M., Eastern Time, on July 2, 2020, or as
soon as practicable thereafter.

 There are no underwriters in connection with the registration and, therefore, no request for acceleration
or consent by an underwriter has been filed herewith.

 The Issuer hereby authorize Anthony J. Richmond of Latham & Watkins LLP to
orally modify or withdraw this request for acceleration. If you have any questions regarding the foregoing, please contact Mr. Richmond at (650) 463-2643 or by
e-mail (tony.richmond@lw.com). Thank you in advance for your assistance.

 (Signature Page
Follows)

Very truly yours,

Broadcom Inc.

By:

 /s/ Hock E. Tan

Name:

Hock E. Tan

Title:

President and Chief Executive Officer

cc:
 Anthony J. Richmond, Esq., Latham & Watkins LLP

CORRESP
1
filename1.htm

CORRESP

 BROADCOM LIMITED

1320 Ridder Park Drive

 San Jose,
California 95131

 March 1, 2018

 VIA
EDGAR

 Division of Corporation Finance

 Securities and
Exchange Commission

 100 F Street, N.E.

 Mail Stop 3030

Washington, D.C. 20549

Attention:
Ms. Amanda Ravitz, Assistant Director

Mr. Geoff Kruczek, Special Counsel

Mr. Daniel Morris, Special Counsel

Re:
Broadcom Limited

Registration Statement on Form S-4, SEC File No. 333-222898

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned, on behalf of Broadcom Limited, a Delaware corporation (the
“Issuer”), respectfully requests that the effective date of the Registration Statement on Form S-4 referenced above be accelerated so that it will become effective at 4:00 P.M., Eastern Time, on March 2, 2018, or as soon as
practicable thereafter.

 There are no underwriters in connection with the registration and, therefore, no request for acceleration or
consent by an underwriter has been filed herewith.

 The Issuer hereby authorize Anthony J. Richmond of Latham & Watkins LLP to
orally modify or withdraw this request for acceleration. If you have any questions regarding the foregoing, please contact Mr. Richmond at (650) 463-2643 or by e-mail (tony.richmond@lw.com). Thank you in advance for your assistance.

 (Signature Page Follows)

 Very truly yours,

Broadcom Limited

By:

 /s/ Thomas H. Krause, Jr.

Name:

Thomas H. Krause, Jr.

Title:

Chief Financial Officer

cc:
Anthony J. Richmond, Esq., Latham & Watkins LLP