Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
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 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. Disclosure controls and procedures include, without limitation, controls and procedures 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 accumulated and communicated to our management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of November 1, 2020, our CEO and CFO concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
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Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by the Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:
• pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets;
• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of us are being made only in accordance with authorizations of management and directors; and
• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of November 1, 2020. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) . 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.
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. of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
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.
ITEM 9B. OTHER INFORMATION
None.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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. We intend to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding any amendments to, or waivers from, our Code of Ethics and Business Conduct by posting such information on our website at the internet address and location above.
ITEM 11. EXECUTIVE COMPENSATION
The information regarding executive compensation required by this Item 11 set forth in the sections entitled “Director Compensation”, “Compensation Discussion and Analysis,” “Executive Compensation,” “Compensation Committee Report” and “Corporate Governance — Compensation Committee Interlocks and Insider Participation" 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. However, the Compensation Committee Report included in such definitive Proxy Statement shall not be deemed “filed” with the SEC for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by us with the SEC, regardless of any general incorporation language in such filing.
ITEM 12. 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 “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.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information regarding certain relationships, related transactions and director independence required by this Item 13 set forth in the sections entitled “Corporate Governance” and “Certain Relationships and Related Party Transactions” 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.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information regarding principal accounting fees and services required by this Item 14 set forth in the proposal relating to the re-appointment of our independent registered public accounting firm 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.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following are filed as part of this Annual Report on Form 10-K:
1. Financial Statements
The following consolidated financial statements are included in Item 8 of this Annual Report on Form 10-K:
Page
Reports of Independent Registered Public Accounting Firm
56
Consolidated Balance Sheets
57
Consolidated Statements of Operations
58
Consolidated Statements of Comprehensive Income
59
Consolidated Statements of Cash Flows
60
Consolidated Statements of Equity
61
Notes to Consolidated Financial Statements
62
2. Financial Statement Schedules
The financial statement schedule of the Registrant and its subsidiaries for fiscal years 2020, 2019 and 2018 required by Item 15(a) (Schedule II, Valuation and Qualifying Accounts) is included in Item 8 of this Annual Report on Form 10-K:
Page
Schedule II - Valuation and Qualifying Accounts
105
Schedules not filed have been omitted because they are not applicable, are not required or the information required to be set forth therein is included in the financial statements or notes thereto.
3. Exhibits
The documents set forth below are filed herewith or incorporated by reference to the location indicated.
Exhibit
No.
Incorporated by Referenced Herein Filed
Herewith
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. and CA, Inc.
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) July 12, 2018
2.2# Asset Purchase Agreement, dated as of August 8, 2019, by and between Broadcom Inc. and Symantec Corporation.
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) August 9, 2019
2.3# APA Letter Agreement, dated as of October 1, 2020, by and between Broadcom Inc. and NortonLifeLock Inc.
X
3.1 Amended and Restated Certificate of Incorporation .
Broadcom Inc. Current Report on Form 8-K12B (Commission File No. 001-38449) April 4, 2018
3.2 Certificate of Designation of the 8.00% Mandatory Convertible Preferred Stock, Series A.
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) September 30, 2019
3.3 Amended and Restated Bylaws.
Broadcom Inc. Current Report on Form 8-K12B (Commission File No. 001-38449) April 4, 2018
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Exhibit
No.
Incorporated by Referenced Herein Filed
Herewith
Description Form Filing Date
4.1 Form of Common Stock Certificate.
Broadcom Inc. Quarterly Report on Form 10-Q (Commission File No. 001-38449) June 14, 2018
4.2 Form of Certificate of the 8.00% Mandatory Convertible Preferred Stock, Series A (included in Exhibit 3.2).
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) September 30, 2019
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 .
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. 001-37690) January 20, 2017
4.6 Supplement Indenture to the January 2017 Indenture, dated as of April 9, 2018.
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-34889) April 9, 2018
4.7 Second Supplement Indenture to the January 2017 Indenture, dated as of January 25, 2019.
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) January 25, 2019
4.8 Form of 2.375% Senior Note due 2020 (included in Exhibit 4.5).
Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690) January 20, 2017
4.9 Form of 3.000% Senior Note due 2022 (included in Exhibit 4.5).
Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690) January 20, 2017
4.10 Form of 3.625% Senior Note due 2024 (included in Exhibit 4.5).
Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690) January 20, 2017
4.11 Form of 3.875% Senior Note due 2027 (included in Exhibit 4.5).
Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690) January 20, 2017
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. 001-37690) October 17, 2017
4.13 Supplement Indenture to October 2017 Indenture, dated as of April 9, 2018.
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) April 9, 2018
4.14 Second Supplement Indenture to October 2017 Indenture, dated as of January 25, 2019.
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) January 25, 2019
4.15 Form of 2.200% Senior Note due 2021 (included in Exhibit 4.12).
Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690) October 17, 2017
4.16 Form of 2.650% Senior Note due 2023 (included in Exhibit 4.12).
Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690) October 17, 2017
4.17 Form of 3.125% Senior Note due 2025 (included in Exhibit 4.12).
Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690) October 17, 2017
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Exhibit
No.
Incorporated by Referenced Herein Filed
Herewith
Description Form Filing Date
4.18 Form of 3.500% Senior Note due 2028 (included in Exhibit 4.12).
Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690) October 17, 2017
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. Current Report on Form 8-K (Commission File No. 001-38449) April 5, 2019
4.20 Form of 3.125% Senior Note due 2021 (included in Exhibit 4.19).
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) April 5, 2019
4.21 Form of 3.125% Senior Note due 2022 (included in Exhibit 4.19).
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) April 5, 2019
4.22 Form of 3.625% Senior Note due 2024 (included in Exhibit 4.19).
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) April 5, 2019
4.23 Form of 4.250% Senior Note due 2026 (included in Exhibit 4.19).
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) April 5, 2019
4.24 Form of 4.750% Senior Note due 2029 (included in Exhibit 4.19).
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) April 5, 2019
4.25 Registration Rights Agreement, dated as of April 5, 2019, by and among the Company, the 2 019 Guarantors and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as representatives of the several initial purchasers of the April 2019 Notes.
Broadcom Inc. Current Report on Form 8-K (Commission File No. 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
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Exhibit
No.
Incorporated by Referenced Herein Filed
Herewith
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).
Broadcom Inc. Current Report on Form 8-K12B (Commission File No. 001-38449) April 4, 2018
10.2 Form of Indemnification Agreement (Directors) (effective June 1, 2016).
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).
Broadcom Limited Current Report on Form 8-K12B (Commission File No. 001-37690) February 2, 2016
10.5 Form of Indemnification Agreement (Directors) (effective prior to February 1, 2016).
Avago Technologies Limited Quarterly Report on Form 10-Q (Commission File No. 001-34428) September 13, 2013
10.6 Form of Indemnification Agreement (Officers) (effective prior to February 1, 2016).
Avago Technologies Finance Pte. Ltd. Amendment No. 1 to Annual Report on Form 20-F/A (Commission File No. 333-137664) February 27, 2008
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.
Broadcom Inc. 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.
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) November 4, 2019
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Exhibit
No.
Incorporated by Referenced Herein Filed
Herewith
Description Form Filing Date
10.9 Sublease Agreement, dated June 5, 2009, between Agilent Technologies Singapore Pte. Ltd. and Avago Technologies Manufacturing (Singapore) Pte. Ltd., relating to Avago’s facility at 1 Yishun Avenue 7, Singapore 768923.
Avago Technologies Limited Registration Annual Report on Form 10-K (Commission File No. 001-33428) December 15, 2010
10.10 Amendments of Sublease Agreement between Agilent Technologies Singapore Pte. Ltd. and Avago Technologies Manufacturing (Singapore) Pte. Ltd., relating to Avago’s facility at 1 Yishun Avenue 7 Singapore 768923.
Avago Technologies Limited Registration Annual Report on Form 10-K (Commission File No. 001-33428) December 17, 2015
10.11 Amendment No. 3 of Sublease Agreement between Agilent Technologies Singapore Pte. Ltd. and Avago Technologies Manufacturing (Singapore) Pte. Ltd., relating to Avago’s facility at 1 Yishun Avenue 7 Singapore 768923.
Broadcom Limited Quarterly Report on Form 10-Q (Commission File No. 001-37690) March 10, 2016
10.12 L etter of Offer for Sublease Premises located at 1 Yishun Avenue 7 , Singapore 768923 .
X
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.
Avago Technologies Finance Pte. Ltd. Registration Statement on Form F-4 (Commission File No. 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.
Avago Technologies Finance Pte. Ltd. Registration Statement on Form F-4 (Commission File No. 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.
Avago Technologies Finance Pte. Ltd. Registration Statement on Form F-4 (Commission File No. 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.
Avago Technologies Finance Pte. Ltd. Registration Statement on Form F-4 (Commission File No. 333-137664) November 15, 2006
10.17 Lease Agreement dated August 10, 2017 between Five Point Office Venture I, LLC and Broadcom Corporation.
Broadcom Limited Annual Report on Form 10-K (Commission File No. 001-37690) December 21, 2017
10.18 First Amendment to Lease Agreement by and between Five Point Office Venture 1, LLC and Broadcom Corporation.
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10.19* Settlement and Patent License and Non-Assert Agreement by and between Qualcomm Incorporated and Broadcom Corporation.
Broadcom Corporation Current Report on Form 8-K/A (Commission File No. 000-23993) July 23, 2009
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Exhibit
No.
Incorporated by Referenced Herein Filed
Herewith
Description Form Filing Date
10.20+ Avago Technologies Limited 2009 Equity Incentive Award Plan.
Avago Technologies Limited Registration Statement on Form S-1 (Commission File No. 333-153127) July 27, 2009
10.21+ Second Amended and Restated Employee Stock Purchase Plan.
Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690) February 2, 2016
10.22+ Amendment to Broadcom Limited Second Amended and Restated Employee Stock Purchase Plan.
Broadcom Inc. Current Report on Form 8-K12B (Commission File No. 001-38449) April 4, 2018
10.23+ LSI Corporation 2003 Equity Incentive Plan, as amended.
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).
Broadcom Limited Annual Report on Form 10-K (Commission File No. 001-37690) December 23, 2016
10.25+ Amendment to the LSI Corporation 2003 Equity Incentive Plan (effective April 4, 2018).
Broadcom Inc. Current Report on Form 8-K12B (Commission File No. 001-38449) April 4, 2018
10.26+ Broadcom Corporation 2012 Stock Incentive Plan .
Broadcom Corporation Annual Report on Form 10-K (Commission File No. 000-23993) January 29, 2015
10.27+ Amendment to the Broadcom Corporation 2012 Stock Incentive Plan (effective February 1, 2016).
Broadcom Limited Annual Report on Form 10-K (Commission File No. 001-37690) December 23, 2016
10.28+ Amendment to the Broadcom Corporation 2012 Stock Incentive Plan (effective April 4, 2018).
Broadcom Inc. Current Report on Form 8-K12B (Commission File No. 001-38449) April 4, 2018
10.29+ Brocade Communications Systems, Inc. Amended and Restated Inducement Award Plan, effective as of May 24, 2016.
Brocade Communication Systems, Inc. Post-Effective Amendment No. 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. Amended and Restated Inducement Award Plan (effective November 17, 2017).
Broadcom Limited Registration Statement on Form S-8 (Commission File No. 333-221654) November 11, 2017
10.31+ Amendment to the Brocade Communication Systems, Inc. Amended and Restated Inducement Award Plan (effective April 4, 2018).
Broadcom Inc. Current Report on Form 8-K12B (Commission File No. 001-38449) April 4, 2018
10.32+ CA, Inc. 2011 Incentive Plan, as amended and restated as of November 5, 2018.
Broadcom Inc. Registration Statement on Form S-8 (Commission File No. 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.
Broadcom Limited Annual Report on Form 10-K (Commission File No. 001-37690) December 23, 2016
10.35+ Form of Option Agreement under Avago Technologies Limited 2009 Equity Incentive Plan.
Amendment No. 5 to Avago Technologies Limited Registration Statement on Form S-1 (Commission File No. 333-153127) July 27, 2009
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Exhibit
No.
Incorporated by Referenced Herein Filed
Herewith
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).
Broadcom Limited Quarterly Report on Form 10-Q (Commission File No. 001-37690) March 10, 2016
10.37+ Form of Restricted Stock Unit Agreement (Sell to Cover) Under Avago Technologies Limited 2009 Equity Incentive Award Plan (effective December 5, 2017).
Broadcom Limited Annual Report on Form 10-K (Commission File No. 001-37690) December 21, 2017
10.38+ Form of Restricted Stock Unit Award Agreement under Avago Technologies Limited 2009 Equity Incentive Plan (effective April 4, 2018).
Broadcom Inc. Quarterly Report on Form 10-Q (Commission File No. 001-38449) June 16, 2018
10.39+ Form of Restricted Stock Unit Award Agreement under Avago Technologies Limited 2009 Equity Incentive Plan (effective December 5, 2018).
Broadcom Inc. Annual Report on Form 10-K (Commission File No. 001-38449) December 21, 2018
10.40+ Form of Agreement for Multi-Year Equity Award of Restricted Stock Unit Award under the Avago Technologies Limited 2009 Equity Incentive Award Plan).
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) December 6, 2018
10.41+ Form of Performance Stock Unit Agreement (Relative TSR) under Avago Technologies Limited 2009 Equity Incentive Award Plan.
Broadcom Limited Quarterly Report on Form 10-Q (Commission File No. 001-37690) March 9, 2017
10.42+ Form of Performance Share Unit Agreement (Relative TSR) under Avago Technologies Limited 2009 Equity Incentive Plan (effective March 13, 2018).
Broadcom Limited Quarterly Report on Form 10-Q (Commission File No. 001-37690) March 15, 2018
10.43+ Form of Performance Share Unit Agreement (Relative TSR) under Avago Technologies Limited 2009 Equity Incentive Plan (effective April 4, 2018).
Broadcom Inc. Quarterly Report on Form 10-Q (Commission File No. 001-38449) June 16, 2018
10.44+ Form of Performance Stock Unit Agreement (Relative TSR) under Avago Technologies Limited 2009 Equity Incentive Plan (effective December 5, 2018).
Broadcom Inc. Annual Report on Form 10-K (Commission File No. 001-38449) December 21, 2018
10.45+ Form of Agreement for Multi-Year Equity Award of Performance Stock Units under the Avago Technologies Limited 2009 Equity Incentive Award Plan).
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) December 6, 2018
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. 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).
Broadcom Limited Quarterly Report on Form 10-Q (Commission File No. 001-37690) March 10, 2016
10.48+ Form of Restricted Stock Unit Award Agreement under LSI Corporation 2003 Equity Incentive Plan, as amended (effective December 5, 2017).
Broadcom Limited Annual Report on Form 10-K (Commission File No. 001-37690) December 21, 2017
10.49+ Form of Restricted Stock Unit Award Agreement under LSI Corporation 2003 Equity Incentive Plan, as amended (effective April 4 2018).
Broadcom Inc. Quarterly Report on Form 10-Q (Commission File No. 001-38449) June 16, 2018
10.50+ Form of Restricted Stock Unit Award Agreement under LSI Corporation 2003 Equity Incentive Plan, as amended (effective December 5, 2018).
Broadcom Inc. Annual Report on Form 10-K (Commission File No. 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).
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Exhibit
No.
Incorporated by Referenced Herein Filed
Herewith
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).
X
10.53+ Broadcom Corporation Amended and Restated Restricted Stock Units Incentive Award Program.
Broadcom Corporation Quarterly Report on Form 10-Q (Commission File No. 000-23993) April 24, 2014
10.54+ Amendment to Broadcom Corporation Amended and Restated Restricted Stock Units Incentive Award Program.
Broadcom Corporation Quarterly Report on Form 10-Q (Commission File No. 000-23993) July 30, 2015
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. 000-23993) April 24, 2014
10.56+ Form of Restricted Stock Unit Award Agreement under Broadcom Corporation 2012 Stock Incentive Plan (effective February 1, 2016).
Broadcom Limited Quarterly Report on Form 10-Q (Commission File No. 001-37690) March 10, 2016
10.57+ Form of Restricted Stock Unit Award Agreement under Broadcom Corporation 2012 Stock Incentive Plan (effective December 5, 2017).
Broadcom Limited Annual Report on Form 10-K (Commission File No. 001-37690) December 21, 2017
10.58+ Form of Restricted Stock Unit Award Agreement under Broadcom Corporation 2012 Stock Incentive Plan, as amended (effective April 4, 2018).
Broadcom Inc. Quarterly Report on Form 10-Q (Commission File No. 001-38449) June 16, 2018
10.59+ Form of Restricted Stock Unit Award Agreement under Broadcom Corporation 2012 Stock Incentive Plan, as amended (effective December 5, 2018).
Broadcom Inc. Annual Report on Form 10-K (Commission File No. 001-38449) December 21, 2018
10.60+ Form of Restricted Stock Unit Award Agreement under Broadcom Corporation 2012 Stock Incentive Plan, as amended (effective December 6, 2019).
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.
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) December 6, 2018
10.62+ Form of Performance Stock Unit Agreement (Relative TSR) under Broadcom Corporation 2012 Stock Incentive Plan.
Broadcom Limited Quarterly Report on Form 10-Q (Commission File No. 001-37690) March 9, 2017
10.63+ Form of Performance Share Unit Agreement (Relative TSR) under Broadcom Corporation 2012 Stock Incentive Plan (effective March 15, 2018).
Broadcom Limited Quarterly Report on Form 10-Q (Commission File No. 001-37690) March 15, 2018
10.64+ Form of Performance Share Unit Agreement (Relative TSR) under Broadcom Corporation 2012 Stock Incentive Plan (effective April 4, 2018).
Broadcom Inc. Quarterly Report on Form 10-Q (Commission File No. 001-38449) June 16, 2018
10.65+ Form of Performance Stock Unit Agreement (Relative TSR) under Broadcom Corporation 2012 Stock Incentive Plan (effective December 5, 2018).
Broadcom Inc. Annual Report on Form 10-K (Commission File No. 001-38449) December 21, 2018
10.66+ Form of Agreement for Multi-Year Equity Award of Performance Stock Units under the Broadcom Corporation 2012 Stock Incentive Plan.
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) December 6, 2018
10.67+ Form of Performance Stock Unit Award Agreement under Broadcom Corporation 2012 Stock Incentive Plan, as amended (effective December 6, 2019).
Broadcom Inc. Annual Report on Form 10-K (Commission File No. 001-38449) December 20, 2019
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Table of Contents
Exhibit
No.
Incorporated by Referenced Herein Filed
Herewith
Description Form Filing Date
10.68+ Performance Stock Unit Award Agreement, dated June 15, 2017, between Broadcom Limited and Hock E. Tan.
Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690) June 19, 2017
10.69+ Policy on Acceleration of Executive Staff Equity Awards in the Event of Permanent Disability.
Broadcom Inc. Quarterly Report on Form 10-Q (Commission File No. 001-38449) March 15, 2019
10.70+ Policy on Acceleration of Equity Awards in the Event of Death.
Broadcom Inc. Quarterly Report on Form 10-Q (Commission File No. 001-38449) March 15, 2019
10.71+ Amended and Restated Severance Benefits Agreement, dated December 10, 2020, between Broadcom Inc. and Hock E. Tan.
Broadcom Inc. 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. Krause, Jr.
Broadcom Inc. 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. Kawwas.
Broadcom Inc. 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.
Broadcom Inc. Quarterly Report on Form 10-Q (Commission File No. 001-38449) June 16, 2018
10.75+ Severance Benefits Agreement, dated December 10, 2020, between Broadcom Inc. and Kirsten M. Spears.
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) December 10, 2020
10.76+ Letter Agreement dated December 8, 2020, between Broadcom Inc. and Kirsten M. Spears.
Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-38449) December 10, 2020
21.1 List of Subsidiaries.
X
23.1 Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
X
24.1 Power of Attorney (see signature page to this Form 10-K).
X
31.1 Certification of Principal Executive Officer of Broadcom Inc. Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2 Certification of Principal Financial Officer of Broadcom Inc. Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1 Certification of Principal Executive Officer of Broadcom Inc. Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2 Certification of Principal Financial Officer of Broadcom Inc. Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X
101.SCH XBRL Schema Document X
101.CAL XBRL Calculation Linkbase Document X
116
Table of Contents
Exhibit
No.
Incorporated by Referenced Herein Filed
Herewith
Description Form Filing Date
101.DEF XBRL Definition Linkbase Document X
101.LAB XBRL Labels Linkbase Document X
101.PRE XBRL Presentation Linkbase Document X
104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X
Notes:
+ Indicates a management contract or compensatory plan or arrangement.
# Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Broadcom Inc. hereby undertakes to furnish supplementally copies of any omitted schedules upon request by the SEC.
* Certain information omitted pursuant to a request for confidential treatment filed with the SEC.
ITEM 16. FORM 10-K SUMMARY
None.
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Table of Contents
SIGNATURES
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.
BROADCOM INC.
By: /s/ Hock E. Tan
Name: Hock E. Tan
Title: President and Chief Executive Officer
Date: December 18, 2020
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes and appoints Hock E. 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.
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Table of Contents
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.
Signature Title Date
/s/ Hock E. Tan President and Chief Executive
Officer and Director
(Principal Executive Officer) December 18, 2020
Hock E. Tan
/s/ Kirsten M. Spears Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) December 18, 2020
Kirsten M. Spears
/s/ Henry Samueli Chairman of the Board of Directors December 18, 2020
Henry Samueli
/s/ Eddy W. Hartenstein Lead Independent Director December 18, 2020
Eddy W. Hartenstein
/s/ Diane M. Bryant Director December 18, 2020
Diane M. Bryant
/s/ Gayla J. Delly Director December 18, 2020
Gayla J. Delly
/s/ Raul F. Fernandez Director December 18, 2020
Raul F. Fernandez
/s/ Check Kian Low Director December 18, 2020
Check Kian Low
/s/ Justine F. Page Director December 18, 2020
Justine F. Page
/s/ Harry L. You Director December 18, 2020
Harry L. You
119