What changed in this filing

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Item 9A. Controls and Procedures

2020-12-18 compared with 2019-12-20 · 166 added, 106 removed, 418 unchanged (39% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of Broadcom’s disclosure controls and procedures as of November 3, 2019 .

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as of November 1, 2020.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

13 unchanged sentences

Based on this assessment, our management concluded that, as of November 1, 2020, our internal control over financial reporting is effective based on those criteria.

Our evaluation of the effectiveness of our internal control over financial reporting as of November 3, 2019 did not include the internal controls of CA, Inc.

We excluded CA from our assessment of internal control over financial reporting as of November 3, 2019 because it was acquired in a business combination in November 2018.

CA is a subsidiary of ours whose total assets represented 3% and total revenues represented 15% of the related consolidated financial statement amounts as of and for the year ended November 3, 2019 .

The effectiveness of our internal control over financial reporting, as of November 1, 2020 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included in Part II, Item 8.

2 unchanged sentences

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fourth quarter ended November 1, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Although we have modified our workplace practices globally due to the COVID-19 pandemic, resulting in most of our employees working remotely, this has not meaningfully affected our internal controls over financial reporting.

We are continually monitoring and assessing the COVID-19 situation on our internal controls to minimize the impact on their design and operating effectiveness.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information regarding our directors, executive officers and compliance with Section 16(a) of the Exchange Act, set forth in the sections entitled “Proposal 1 — Election of Directors,” “Executive Officers,” “Corporate Governance” and “Section 16(a) Beneficial Ownership Reporting Compliance,” in our definitive Proxy Statement for our 2020 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of our 2019 fiscal year pursuant to General Instruction G(3) to Form 10-K is hereby incorporated by reference in this section.

The information regarding our directors and executive officers, set forth in the sections entitled “Proposal 1 — Election of Directors,” “Executive Officers” and “Corporate Governance,” in our definitive Proxy Statement for our 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of our 2020 fiscal year pursuant to General Instruction G(3) to Form 10-K is hereby incorporated by reference in this section.

We have adopted a written Code of Ethics and Business Conduct that applies to all of our employees and directors, including our principal executive officer, principal financial officer and principal accounting officer, or persons performing similar functions and have posted it in the “Investors Center — Governance” section of our website, which is located at www.broadcom.com.

4 unchanged sentences

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information regarding security ownership of certain beneficial owners and management and related stockholder matters required by this Item 12 set forth in the section entitled “Security Ownership of Certain Beneficial Owners, Directors and Executive Officers” and “Equity Compensation Plan Information” in our definitive Proxy Statement for our 2020 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of our 2019 fiscal year pursuant to General Instruction G(3) to Form 10-K is hereby incorporated by reference in this section.

The information regarding security ownership of certain beneficial owners and management and related stockholder matters required by this Item 12 set forth in the section entitled “Stockholder Information — Security Ownership of Certain Beneficial Owners, Directors and Executive Officers” and “Equity Compensation Plan Information” in our definitive Proxy Statement for our 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of our 2020 fiscal year pursuant to General Instruction G(3) to Form 10-K is hereby incorporated by reference in this section.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

18 unchanged sentences

The documents set forth below are filed herewith or incorporated by reference to the location indicated.

Incorporated by Referenced Herein

Agreement and Plan of Merger, dated May 28, 2015, by and among Pavonia Limited, Avago Technologies Limited, Safari Cayman L.P., Avago Technologies Cayman Holdings Ltd., Avago Technologies Cayman Finance Limited, Buffalo CS Merger Sub, Inc., Buffalo UT Merger Sub, Inc.

and Broadcom Corporation.

Avago Technologies Limited Current Report on Form 8-K (Commission File No.

Amendment No.

1 to Agreement and Plan of Merger, dated July 29, 2015, by and between Avago Technologies Limited and Broadcom Corporation.

Avago Technologies Limited Current Report on Form 8-K (Commission File No.

July 31, 2015

Agreement and Plan of Merger, dated November 2, 2016, by and among Brocade Communications Systems, Inc., Broadcom Limited, Broadcom Corporation and Bobcat Merger Sub, Inc.

Broadcom Limited Current Report on Form 8-K/A (Commission File No.

November 2, 2016

Incorporated by Referenced Herein Filed

Description Form Filing Date

2.1# Agreement and Plan of Merger, dated as of July 11, 2018, by and among Broadcom, Inc., Collie Acquisition Corp.

2 unchanged sentences

001-38449) July 12, 2018

Incorporated by Referenced Herein

2.2# Asset Purchase Agreement, dated as of August 8, 2019, by and between Broadcom Inc.

3 unchanged sentences

001-38449) August 9, 2019

2.3# APA Letter Agreement, dated as of October 1, 2020, by and between Broadcom Inc.

and NortonLifeLock Inc.

3.1 Amended and Restated Certificate of Incorporation .

10 unchanged sentences

001-38449) April 4, 2018

Incorporated by Referenced Herein Filed

Description Form Filing Date

4.1 Form of Common Stock Certificate.

7 unchanged sentences

4.3 Description of Common Stock .

Broadcom Inc.

Annual Report on Form 10-K (Commission File No.

001-38449) December 20, 2019

4.4 Description of 8.00% Mandatory Convertible Preferred Stock, Series A .

Indenture, dated as of January 19, 2017, by and among the Broadcom Corporation and Broadcom Cayman Finance Limited (“Co-Issuers”), the Company, Broadcom Cayman L.P., and BC Luxembourg S.à r.l.

(the “Guarantors”) and Wilmington Trust, National Association, as trustee.

Broadcom Inc.

Annual Report on Form 10-K (Commission File No.

001-38449) December 20, 2019

4.5 Indenture, dated as of January 19, 2017, by and among the Broadcom Corporation and Broadcom Cayman Finance Limited (“Co-Issuers”), the guarantors and Wilmington Trust, National Association, as trustee.

Broadcom Limited Current Report on Form 8-K (Commission File No.

20 unchanged sentences

001-37690) January 20, 2017

Indenture, dated as of October 17, 2017, by and among the Co-Issuers, the Company and Broadcom Cayman L.P., (the “October Guarantors”) and Wilmington Trust, National Association, as trustee.

4.12 Indenture, dated as of October 17, 2017, by and among the Co-Issuers, the gu ar antors and Wilmington Trust, National Association, as trustee.

Broadcom Limited Current Report on Form 8-K (Commission File No.

8 unchanged sentences

001-38449) January 25, 2019

Incorporated by Referenced Herein

4.15 Form of 2.200% Senior Note due 2021 (included in Exhibit 4.12).

7 unchanged sentences

001-37690) October 17, 2017

Incorporated by Referenced Herein Filed

Description Form Filing Date

4.18 Form of 3.500% Senior Note due 2028 (included in Exhibit 4.12).

1 unchanged sentence

001-37690) October 17, 2017

Indenture, dated as of April 5, 2019, by and among the Company, the Guarantors and Wilmington Trust, National Association, as trustee.

4.19 Indenture, dated as of April 5, 2019, by and among the Company, as Issuer, Broadcom Techn ologies Inc., Broadcom Corporation and Broadcom Cayman Finance Limited ( the “ 2019 Guarantors ” ) , and Wilmington Trust, National Association, as trustee.

Broadcom Inc.

26 unchanged sentences

001-38449) April 5, 2019

4.26 Indenture, dated as of April 9, 2020, by and among the Company, as Issuer, Broadcom Technologies Inc.

and Broadcom Corporation (the “2020 Guarantors”), and Wilmington Trust, National Association, as trustee.

Broadcom Inc.

Current Report on Form 8-K (Commission File No.

001-38449) April 9, 2020

4.27 Form of 4.700% Senior Notes due 2025 (included in Exhibit 4.26).

Broadcom Inc.

Current Report on Form 8-K (Commission File No.

001-38449) April 9, 2020

4.28 Form of 5.000% Senior Notes due 20 30 (included in Exhibit 4.26).

Broadcom Inc.

Current Report on Form 8-K (Commission File No.

001-38449) April 9, 2020

4.29 Registration Rights Agreement, dated as of April 9, 2020, by and among the Company, the 2020 Guarantors and J.P.

Morgan Securities LLC, as representative of the several initial purchasers of the April 2020 Senior Notes.

Broadcom Inc.

Current Report on Form 8-K (Commission File No.

001-38449) April 9, 2020

4.30 Indenture, dated as of May 8, 2020, by and among the Company, as Issuer, the 2020 Guarantors, and Wilmington Trust, National Association, as trustee.

Broadcom Inc.

Current Report on Form 8-K (Commission File No.

001-38449) May 8, 2020

4.31 Form of 2.250% Senior Notes due 2023 (included in Exhibit 4.30).

Broadcom Inc.

Current Report on Form 8-K (Commission File No.

001-38449) May 8, 2020

4.32 Form of 3.150% Senior Notes due 202 5 (included in Exhibit 4.30).

Broadcom Inc.

Current Report on Form 8-K (Commission File No.

001-38449) May 8, 2020

Incorporated by Referenced Herein Filed

Description Form Filing Date

4.33 Form of 4.150% Senior Notes due 20 3 0 (included in Exhibit 4.30).

Broadcom Inc.

Current Report on Form 8-K (Commission File No.

001-38449) May 8, 2020

4.34 Form of 4.300% Senior Notes due 20 32 (included in Exhibit 4.30).

Broadcom Inc.

Current Report on Form 8-K (Commission File No.

001-38449) May 8, 2020

4.35 Registration Rights Agreement, dated as of May 8, 2020, by and among the Company, the 2020 Guarantors and Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P.

Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several initial purchasers of the May 2020 Senior Notes.

Broadcom Inc.

Current Report on Form 8-K (Commission File No.

001-38449) May 8, 2020

4.36 Indenture, dated as of May 21, 2020, by and among the Company, the 2020 Guarantors and Wilmington Trust, National Association, as trustee.

Broadcom Inc.

Current Report on Form 8-K (Commission File No.

001-38449) May 21, 2020

4.37 Form of 3.459% Senior Notes due 2026 (included in Exhibit 4.36).

Broadcom Inc.

Current Report on Form 8-K (Commission File No.

001-38449) May 21, 2020

4.38 Form of 4.110% Senior Notes due 202 8 (included in Exhibit 4.36).

Broadcom Inc.

Current Report on Form 8-K (Commission File No.

001-38449) May 21, 2020

4.39 Registration Rights Agreement, dated as of May 21, 2020, by and among the Company, the 2020 Guarantors and Barclays Capital Inc.

and Credit Suisse Securities (USA) LLC, as dealer-managers in connection with the Exchange Offers .

Broadcom Inc.

Current Report on Form 8-K (Commission File No.

001-38449) May 21, 2020

10.1 Form of Indemnification and Advancement Agreement (effective April 4, 2018).

4 unchanged sentences

Broadcom Limited Quarterly Report on Form 10-Q (Commission File No.

001-37690) June 9, 2016

10.3 Form of Indemnification Agreement (Officers) (effective June 1, 2016).

Broadcom Limited Quarterly Report on Form 10-Q (Commission File No.

001-37690) June 9, 2016

10.4 Form of Indemnification Agreement (Directors) (effective February 1, 2016).

9 unchanged sentences

333-137664) February 27, 2008

Incorporated by Referenced Herein

10.7 Credit Agreement, dated as of May 7, 2019, among Broadcom Inc., the lenders and other parties party thereto, and Bank of America, N.A., as Administrative Agent.

1 unchanged sentence

Current Report on Form 8-K (Commission File No.

001-38449) May 7, 2019

10.8 Credit Agreement, dated as of November 4, 2019, among Broadcom Inc., the lenders and other parties party thereto, and Bank of America, N.A., as Administrative Agent.

2 unchanged sentences

001-38449) November 4, 2019

Incorporated by Referenced Herein Filed

Description Form Filing Date

10.9 Sublease Agreement, dated June 5, 2009, between Agilent Technologies Singapore Pte.

14 unchanged sentences

001-37690) March 10, 2016

10.12 L etter of Offer for Sublease Premises located at 1 Yishun Avenue 7 , Singapore 768923 .

10.13 Lease No.

I/33183P issued by Singapore Housing and Development Board to Compaq Asia Pte Ltd in respect of the land and structures comprised in Lot 1935X of Mukim 19, dated September 26, 2000, and includes the Variation of Lease I/49501Q registered January 15, 2002, relating to Avago’s facility at 1 Yishun Avenue 7, Singapore 768923.

2 unchanged sentences

333-137664) November 15, 2006

10.14 Lease No.

I/31607P issued by Singapore Housing and Development Board to Compaq Asia Pte Ltd in respect of the land and structures comprised in Lot 1937C of Mukim 19, dated September 26, 2000, and includes the Variation of Lease I/49499Q registered January 15, 2002, relating to Avago’s facility at 1 Yishun Avenue 7, Singapore 768923.

2 unchanged sentences

333-137664) November 15, 2006

10.15 Lease No.

I/33182P issued by Singapore Housing and Development Board to Compaq Asia Pte Ltd in respect of the land and structures comprised in Lot 2134N of Mukim 19, dated September 26, 2000, and includes the Variation of Lease I/49500Q registered January 15, 2002, relating to Avago’s facility at 1 Yishun Avenue 7, Singapore 768923.

2 unchanged sentences

333-137664) November 15, 2006

10.16 Lease No.

I/33160P issued by Singapore Housing and Development Board to Compaq Asia Pte Ltd in respect of the land and structures comprised in Lot 1975P of Mukim 19, dated September 26, 2000, and includes the Variation of Lease I/49502Q registered January 15, 2002, relating to Avago’s facility at 1 Yishun Avenue 7, Singapore 768923.

5 unchanged sentences

001-37690) December 21, 2017

Incorporated by Referenced Herein

10.18 First Amendment to Lease Agreement by and between Five Point Office Venture 1, LLC and Broadcom Corporation.

10.19* Settlement and Patent License and Non-Assert Agreement by and between Qualcomm Incorporated and Broadcom Corporation.

1 unchanged sentence

000-23993) July 23, 2009

Incorporated by Referenced Herein Filed

Description Form Filing Date

10.20+ Avago Technologies Limited 2009 Equity Incentive Award Plan.

10 unchanged sentences

Avago Technologies Limited Registration Statement on Form S-8 (Commission File No.

333-195741) May 6, 2014

10.24+ Amendment to the LSI Corporation 2003 Equity Incentive Plan (effective February 1, 2016).

15 unchanged sentences

001-38449) April 4, 2018

Broadcom Corporation 1998 Stock Incentive Plan, as amended and restated November 11, 2010 .

Broadcom Corporation Annual Report on Form 10-K (Commission File No.

February 2, 2011

Amendment to the Broadcom Corporation 1998 Stock Incentive Plan (effective February 1, 2016).

Broadcom Limited Annual Report on Form 10-K (Commission File No.

December 23, 2016

Brocade Communication Systems, Inc.

2009 Stock Plan, as amended and restated April 11, 2017.

Brocade Communication Systems, Inc.

Current Report on Form 8-K (Commission File No.

April 12, 2017

Amendment to the Brocade Communication Systems, Inc.

2009 Stock Plan (effective November 17, 2017).

Broadcom Limited Registration Statement on Form S-8 (Commission File No.

November 11, 2017

Amendment to the Brocade Communication Systems, Inc.

2009 Stock Plan (effective April 4, 2018).

Broadcom Inc.

Current Report on Form 8-12B (Commission File No.

April 4, 2018

10.29+ Brocade Communications Systems, Inc.

3 unchanged sentences

1 to Form S-4 on Form S-8 Registration Statement (Commission File No.

333-211823) June 3, 2016

10.30+ Amendment to the Brocade Communication Systems, Inc.

2 unchanged sentences

333-221654) November 11, 2017

Incorporated by Referenced Herein

10.31+ Amendment to the Brocade Communication Systems, Inc.

3 unchanged sentences

001-38449) April 4, 2018

10.32+ CA, Inc.

2011 Incentive Plan, as amended and restated as of November 5, 2018.

2 unchanged sentences

333-228175 November 5, 2018

10.33+ Bay Dynamics, Inc.

2016 Equity Incentive Plan.

Broadcom Inc.

Registration Statement on Form S-8 (Commission File No.

333-235753) December 30, 2019

10.34+ Form of Annual Bonus Plan for Executive Employees.

1 unchanged sentence

001-37690) December 23, 2016

Form of Option Agreement Under Avago Technologies Limited 2009 Equity Incentive Award Plan.

10.35+ Form of Option Agreement under Avago Technologies Limited 2009 Equity Incentive Plan.

Amendment No.

1 unchanged sentence

333-153127) July 27, 2009

Form of Restricted Stock Unit Agreement (Sell to Cover) Under Avago Technologies Limited 2009 Equity Incentive Award Plan.

Avago Technologies Limited Quarterly Report on Form 10-Q (Commission File No.

Incorporated by Referenced Herein Filed

Description Form Filing Date

10.36+ Form of Restricted Stock Unit Agreement (Sell to Cover) Under Avago Technologies Limited 2009 Equity Incentive Award Plan (effective February 1, 2016).

34 unchanged sentences

001-38449) December 6, 2018

Incorporated by Referenced Herein

10.46+ Form of Option Agreement under LSI Corporation 2003 Equity Incentive Plan, as amended.

Avago Technologies Limited Registration Statement on Form S-8 (Commission File No.

Form of Restricted Stock Unit Award Agreement under LSI Corporation 2003 Equity Incentive Plan, as amended.

Avago Technologies Limited Registration Statement on Form S-8 (Commission File No.

333-196438) June 2, 2014

10.47+ Form of Restricted Stock Unit Award Agreement under LSI Corporation 2003 Equity Incentive Plan, as amended (effective February 1, 2016).

12 unchanged sentences

001-38449) December 21, 2018

10.51+ Form of Restricted Stock Unit Award Agreement under LSI Corporation 2003 Equity Incentive Plan, as amended (effective December 8, 2020).

Incorporated by Referenced Herein Filed

Description Form Filing Date

10.52+ Form of Performance Stock Unit Agreement (Relative TSR) under LSI Corporation 2003 Equity Incentive Plan, as amended (effective December 8, 2020).

10.53+ Broadcom Corporation Amended and Restated Restricted Stock Units Incentive Award Program.

4 unchanged sentences

000-23993) July 30, 2015

Form of Restricted Stock Unit Issuance Agreement for executive officers under the Broadcom Corporation 2012 Stock Incentive Plan (for RSUs governed by the RSU Incentive Award Program (3 year cliff vesting)).

Broadcom Corporation Annual Report on Form 10-K (Commission File No.

January 30, 2014

Form of Award Letter under the Broadcom Corporation Restricted Stock Units Incentive Award Program.

10.55+ Form of Award Letter under the Broadcom Corporation Amended and Restated Restricted Stock Units Incentive Award Program.

Broadcom Corporation Quarterly Report on Form 10-Q (Commission File No.

15 unchanged sentences

10.60+ Form of Restricted Stock Unit Award Agreement under Broadcom Corporation 2012 Stock Incentive Plan, as amended (effective December 6, 2019).

Incorporated by Referenced Herein

Broadcom Inc.

Annual Report on Form 10-K (Commission File No.

001-38449) December 20, 2019

10.61+ Form of Agreement for Multi-Year Equity Award of Restricted Stock Units under the Broadcom Corporation 2012 Stock Incentive Plan.

21 unchanged sentences

10.67+ Form of Performance Stock Unit Award Agreement under Broadcom Corporation 2012 Stock Incentive Plan, as amended (effective December 6, 2019).

Performance Stock Unit Award Agreement, dated June 15, 2016, between Broadcom Limited and Hock E.

Broadcom Limited Current Report on Form 8-K (Commission File No.

June 16, 2016

Broadcom Inc.

Annual Report on Form 10-K (Commission File No.

001-38449) December 20, 2019

Incorporated by Referenced Herein Filed

Description Form Filing Date

10.68+ Performance Stock Unit Award Agreement, dated June 15, 2017, between Broadcom Limited and Hock E.

9 unchanged sentences

001-38449) March 15, 2019

Severance Benefits Agreement, dated January 23, 2014, between Avago Technologies Limited and Hock E.

10.71+ Amended and Restated Severance Benefits Agreement, dated December 10, 2020, between Broadcom Inc.

Broadcom Inc.

Quarterly Report on Form 10-Q (Commission File No.

June 16, 2018

Severance Benefits Agreement, dated October 17, 2016, between Broadcom Limited and Thomas H.

Current Report on Form 8-K (Commission File No.

001-38449) December 10, 2020

10.72+ Amended and Restated Severance Benefits Agreement, dated December 10, 2020, between Broadcom Inc.

and Thomas H.

Broadcom Inc.

Quarterly Report on Form 10-Q (Commission File No.

June 16, 2018

Severance Benefits Agreement, dated June 3, 2015, between Avago Technologies Limited and Charlie Kawwas.

Current Report on Form 8-K (Commission File No.

001-38449) December 10, 2020

10.73+ Amended and Restated Severance Benefits Agreement, dated December 10, 2020, between Broadcom Inc.

and Charlie B.

Broadcom Inc.

Quarterly Report on Form 10-Q (Commission File No.

June 16, 2018

Current Report on Form 8-K (Commission File No.

001-38449) December 10, 2020

10.74+ Severance Benefits Agreement, dated September 26, 2017, between Broadcom Limited and Mark Brazeal.

2 unchanged sentences

001-38449) June 16, 2018

Transition and Separation Agreement, dated as of September 11, 2019, by and between Broadcom Inc.

10.75+ Severance Benefits Agreement, dated December 10, 2020, between Broadcom Inc.

and Kirsten M.

Broadcom Inc.

Current Report on Form 8-K (Commission File No.

September 13, 2019

Continuing Employment Offer Letter, dated June 3, 2015, between Avago Technologies Limited and Charlie Kawwas.

Avago Technologies Limited Quarterly Report on Form 10-Q (Commission File No.

June 10, 2015

Incorporated by Referenced Herein

001-38449) December 10, 2020

10.76+ Letter Agreement dated December 8, 2020, between Broadcom Inc.

and Kirsten M.

Broadcom Inc.

Current Report on Form 8-K (Commission File No.

001-38449) December 10, 2020

21.1 List of Subsidiaries.

11 unchanged sentences

Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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4 unchanged sentences

* Certain information omitted pursuant to a request for confidential treatment filed with the SEC.

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

4 unchanged sentences

Each person whose individual signature appears below hereby authorizes and appoints Hock E.

Tan, Thomas H.

Krause, Jr., Mark D.

Brazeal and Kirsten M.

Spears, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.

Tan, Kirsten M.

Spears and Mark D.

Brazeal, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on behalf of the Registrant in the capacities indicated and on the dates indicated.

President and Chief Executive

Signature Title Date

Tan President and Chief Executive

Officer and Director

(Principal Executive Officer)

December 20, 2019

/s/ Thomas H.

Chief Financial Officer

(Principal Financial Officer)

December 20, 2019

(Principal Executive Officer) December 18, 2020

/s/ Kirsten M.

Principal Accounting Officer

December 20, 2019

/s/ Henry Samueli

Chairman of the Board of Directors

December 20, 2019

Spears Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer) December 18, 2020

/s/ Henry Samueli Chairman of the Board of Directors December 18, 2020

Henry Samueli

Lead Independent Director

December 20, 2019

/s/ Check Kian Low

December 20, 2019

Hartenstein Lead Independent Director December 18, 2020

Bryant Director December 18, 2020

Delly Director December 18, 2020

Fernandez Director December 18, 2020

/s/ Check Kian Low Director December 18, 2020

Check Kian Low

December 20, 2019

/s/ Justine F.

December 20, 2019

Page Director December 18, 2020

You Director December 18, 2020

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

What changed 10-K

Item 9A. Controls and Procedures