What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-12-16 compared with 2021-12-17 · 90 added, 94 removed, 420 unchanged (30% of the section changed)

27 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 is incorporated herein by reference from sections entitled “Proposal 1 — Election of Directors” and “Corporate Governance” in our definitive Proxy Statement for our 2022 Annual Meeting of Stockholders.

The information required by Item 10 is incorporated herein by reference from sections entitled “Board of Directors,” “Corporate Governance” and “Proposal 1 — Election of Directors” in our definitive Proxy Statement for our 2023 Annual Meeting of Stockholders.

Our executive officers are listed at the end of Item 1 of this Annual Report on Form 10-K.

EXECUTIVE COMPENSATION

The information required by Item 11 is incorporated herein by reference from 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 2022 Annual Meeting of Stockholders.

The information required by Item 11 is incorporated herein by reference from sections entitled “Board of Directors — Director Compensation,” “Board of Directors — Board Committees — Compensation Committee — Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Compensation Committee Report” and “Executive Compensation” in our definitive Proxy Statement for our 2023 Annual Meeting of Stockholders.

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

1 unchanged sentence

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Item 13 is incorporated herein by reference from sections entitled “Corporate Governance” and “Certain Relationships and Related Party Transactions” in our definitive Proxy Statement for our 2022 Annual Meeting of Stockholders.

The information required by Item 13 is incorporated herein by reference from sections entitled “Board of Directors” and “Certain Relationships and Related Party Transactions” in our definitive Proxy Statement for our 2023 Annual Meeting of Stockholders.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by Item 14 is incorporated herein by reference from the section entitled “Proposal 2 — Ratification of Appointment of Our Independent Registered Public Accounting Firm” in our definitive Proxy Statement for our 2022 Annual Meeting of Stockholders.

The information required by Item 14 is incorporated herein by reference from the section entitled “Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm” in our definitive Proxy Statement for our 2023 Annual Meeting of Stockholders.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

7 unchanged sentences

Consolidated Statements of Cash Flows

Consolidated Statements of Equity

Consolidated Statements of Stockholders ’ Equity

Notes to Consolidated Financial Statements

4 unchanged sentences

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

Incorporated by Referenced Herein Filed

Description Form Filing Date

Incorporated by Reference

Exhibit Number Description Form (File No.) Filing Date Filed Herewith

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

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

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

and Symantec Corporation.

7 unchanged sentences

001-38449) December 18, 2020

2.4 Agreement and Plan of Merger, dated as of May 26, 2022, by and among Broadcom Inc., VMware, Inc., Verona Holdco, Inc., Verona Merger Sub, Inc., Barcelona Merger Sub 2, Inc.

and Barcelona Merger Sub 3, LLC.

Broadcom Inc.

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

001-38449) May 26, 2022

3.1 Amended and Restated Certificate of Incorporation.

Broadcom Inc.

Current Report on Form 8-K12B (Commission File No.

001-38449) April 4, 2018

Current Report on Form 8-K12B (Commission File No.001-38449) April 4, 2018

Incorporated by Reference

Exhibit Number Description Form (File No.) Filing Date Filed Herewith

3.2 Certificate of Designation of the 8.00% Mandatory Convertible Preferred Stock, Series A.

10 unchanged sentences

001-38449) June 14, 2018

Incorporated by Referenced Herein Filed

Description Form Filing Date

4.2 Form of Certificate of the 8.00% Mandatory Convertible Preferred Stock, Series A (included in Exhibit 3.2).

4.2 Form of Certificate of the 8.00% Mandatory Convertible Preferred Stock, Series A (included in the Exhibit 3.2).

Broadcom Inc.

9 unchanged sentences

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.

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

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).

4.8 Form of 3.000% Senior Note s 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).

4.9 Form of 3.625% Senior Note s 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).

4.10 Form of 3.875% Senior Note s due 2027 (included in Exhibit 4.5).

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

3 unchanged sentences

001-37690) October 17, 2017

4.13 Supplement Indenture to October 2017 Indenture, dated as of April 9, 2018.

4.12 Supplemental Indenture to October 2017 Indenture, dated as of April 9, 2018.

Broadcom Inc.

1 unchanged sentence

001-38449) April 9, 2018

4.14 Second Supplement Indenture to October 2017 Indenture, dated as of January 25, 2019.

Incorporated by Reference

Exhibit Number Description Form (File No.) Filing Date Filed Herewith

4.13 Second Supplemental Indenture to October 2017 Indenture, dates as of January 25, 2019.

Broadcom Inc.

1 unchanged sentence

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).

4.14 Form of 2.650% Senior Note s due 2023 (included in Exhibit 4.11).

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).

4.15 Form of 3.125% Senior Note s due 2025 (included in Exhibit 4.11).

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

001-37690) October 17, 2017

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

4.16 Form of 3.500% Senior Note s due 2028 (included in Exhibit 4.11).

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

001-37690) October 17, 2017

Incorporated by Referenced Herein Filed

Description Form Filing Date

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

2 unchanged sentences

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).

4.18 Form of 3.625% Senior Notes due 2024 (included in Exhibit 4.17).

Broadcom Inc.

1 unchanged sentence

001-38449) April 5, 2019

4.24 Form of 4.750% Senior Note due 2029 (included in Exhibit 4.19).

4.19 Form of 4.250% Senior Notes due 2026 (included in Exhibit 4.17).

Broadcom Inc.

1 unchanged sentence

001-38449) April 5, 2019

4.25 Registration Rights Agreement, dated as of April 5, 2019, by and among the Company, the 2019 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.

4.20 Form of 4.750% Senior Notes due 2029 (included in Exhibit 4.17).

Broadcom Inc.

14 unchanged sentences

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

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

6 unchanged sentences

001-38449) May 8, 2020

Incorporated by Reference

Exhibit Number Description Form (File No.) Filing Date Filed Herewith

4.26 Form of 3.150% Senior Notes due 2025 (included in Exhibit 4.24).

6 unchanged sentences

001-38449) May 8, 2020

Incorporated by Referenced Herein Filed

Description Form Filing Date

4.28 Form of 4.300% Senior Notes due 2032 (included in Exhibit 4.24).

2 unchanged sentences

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

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

10 unchanged sentences

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 2020 Exchange Offers .

Broadcom Inc.

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

001-38449) May 21, 2020

4.32 Indenture, dated as of January 19, 2021, by and among the Company, the 2020 Guarantors and Wilmington Trust, National Association, as Trustee.

27 unchanged sentences

001-38449) January 19, 2021

Incorporated by Reference

Exhibit Number Description Form (File No.) Filing Date Filed Herewith

4.39 Indenture, dated as of March 31, 2021, by and between the Company and Wilmington Trust, National Association, as Trustee .

6 unchanged sentences

001-38449) March 31, 2021

Incorporated by Referenced Herein Filed

Description Form Filing Date

4.41 Form of 3.469% Senior Notes due 2034 (included in Exhibit 4.39) .

3 unchanged sentences

4.42 Registration Rights Agreement, dated as of March 31, 2021, by and among the Company and BofA Securities, Inc.

and HSBC Securities (USA) Inc., as dealer-managers in connection with the March 2021 Senior Notes.

and HSBC Securities (USA) Inc., as dealer-managers in connection with the March 2021 Exchange Offer.

Broadcom Inc.

14 unchanged sentences

4.46 Registration Rights Agreement, dated as of September 30, 2021, by and among the Company and BNP Paribas Securities Corp., J.P.

Morgan Securities LLC and TD Securities (USA) LLC, as dealer-managers in connection with the 2021 Exchange Offers.

Morgan Securities LLC and TD Securities (USA) LLC, as dealer-mangers in connection with the September 2021 e xchange o ffer.

Broadcom Inc.

1 unchanged sentence

001-38449) September 30, 2021

4.47 Indenture, dated April 14, 2022, between the Company and Wilmington Trust, National Association, as trustee.

Broadcom Inc.

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

001-38449) April 15, 2022

4.48 Form of 4.00% Senior Notes due 2029 (included in Exhibit 4.47).

Broadcom Inc.

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

001-38449) April 15, 2022

4.49 Form of 4.15% Senior Notes due 2032 (included in Exhibit 4.47).

Broadcom Inc.

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

001-38449) April 15, 2022

4.50 Registration Rights Agreement, dated as of April 14, 2022, between the Company and BofA Securities, Inc., HSBC Securities (USA) Inc., and RBC Capital Markets, LLC, as representatives of the several initial purchasers of the April 2022 Senior Notes.

Broadcom Inc.

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

001-38449) April 15, 2022

4.51 Indenture, dated April 18, 2022, between the Company and Wilmington Trust, National Association, as trustee.

Broadcom Inc.

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

001-38449) April 18, 2022

Incorporated by Reference

Exhibit Number Description Form (File No.) Filing Date Filed Herewith

4.52 Form of 4.926% Senior Notes due 2037 (included in Exhibit 4.51).

Broadcom Inc.

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

001-38449) April 18, 2022

4.53 Registration Rights Agreement, dated April 18, 2022, between the Company and Barclays Capital Inc., BBVA Securities Inc., BNP Paribas Securities Corp.

Morgan Securities LLC, as dealer-managers in connection with the April 2022 Exchange Offer.

Broadcom Inc.

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

001-38449) April 18, 2022

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

29 unchanged sentences

10.9+ Broadcom Inc.

Employee Stock Purchase Plan (as amended and re stated on April 1, 2019) .

Employee Stock Purchase Plan (as amended and restated on April 1, 2019).

Broadcom Inc.

1 unchanged sentence

001-38449) February 19, 2019

Incorporated by Referenced Herein Filed

Description Form Filing Date

10.10+ LSI Corporation 2003 Equity Incentive Plan, as amended.

4 unchanged sentences

001-37690) December 23, 2016

Incorporated by Reference

Exhibit Number Description Form (File No.) Filing Date Filed Herewith

10.12+ Amendment to the LSI Corporation 2003 Equity Incentive Plan (effective April 4, 2018).

14 unchanged sentences

333-153127) July 27, 2009

10.16+ 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

10.16+ Form of Restricted Stock Unit Agreement (Sell to Cover) Under Avago Technologies Limited 2009 Equity Incentive Award Plan (effective December 5, 2017).

5 unchanged sentences

001-38449) December 6, 2018

10.19+ 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

10.18+ Form of Performance Share Unit Agreement (Relative TSR) under Avago Technologies Limited 2009 Equity Incentive Plan (effective March 13, 2018).

13 unchanged sentences

001-38449) December 18, 2020

10.24+ 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

10.22+ Form of Restricted Stock Unit Award Agreement under Broadcom Corporation 2012 Stock Incentive Plan (effective December 5, 2017).

1 unchanged sentence

001-37690) December 21, 2017

Incorporated by Referenced Herein Filed

Description Form Filing Date

10.23+ Form of Restricted Stock Unit Award Agreement under Broadcom Inc.

3 unchanged sentences

001-38449) June 11, 2021

10.27+ 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

10.24+ Form of Performance Share Unit Agreement (Relative TSR) under Broadcom Corporation 2012 Stock Incentive Plan (effective March 15, 2018).

6 unchanged sentences

001-38449) June 11, 2021

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

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

001-37690) June 19, 2017

Incorporated by Reference

Exhibit Number Description Form (File No.) Filing Date Filed Herewith

10.26+ Form of Performance Stock Unit Award Agreement (Price Contingency) under Broadcom Inc.

2012 Stock Incentive Plan.

Broadcom Inc.

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

001-38449) November 2, 2022

10.27+ Performance Stock Unit Award Agreement, dated April 5, 2021, between Broadcom Inc.

33 unchanged sentences

001-38449) December 10, 2020

10.39+ 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.

3 unchanged sentences

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.

Incorporated by Referenced Herein Filed

Description Form Filing Date

31.2 Certification of Principal Financial Officer of Broadcom Inc.

3 unchanged sentences

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

Incorporated by Reference

Exhibit Number Description Form (File No.) Filing Date Filed Herewith

32.2 Certification of Principal Financial Officer of Broadcom Inc.

1 unchanged sentence

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

99.1 Voting Agreement, dated as of May 26, 2022, by and among Broadcom Inc., Michael S.

Dell and Susan Lieberman Dell Separate Property Trust.

Broadcom Inc.

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

001-38449) May 26, 2022

99.2 Voting Agreement, dated as of May 26, 2022, by and among Broadcom Inc., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., Silver Lake Partners V DE (AIV), L.P., Silver Lake Technology Investors V, L.P., SL SPV-2, L.P.

and Silver Lake Group, L.L.C.

Broadcom Inc.

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

001-38449) May 26, 2022

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.

40 unchanged sentences

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