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 October 29, 2023. 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 October 29, 2023, our CEO and CFO concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
88
Table of Contents
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 October 29, 2023. 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 October 29, 2023, our internal control over financial reporting is effective based on those criteria.
The effectiveness of our internal control over financial reporting as of October 29, 2023 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 October 29, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
89
Table of Contents
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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 2024 Annual Meeting of Stockholders. Our executive officers are listed at the end of Item 1 of this Annual Report on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
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,” “Executive Compensation,” “CEO Pay Ratio” and “Pay versus Performance” in our definitive Proxy Statement for our 2024 Annual Meeting of Stockholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by Item 12 is incorporated herein by reference from sections 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 2024 Annual Meeting of Stockholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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 2024 Annual Meeting of Stockholders.
ITEM 14. 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 Independent Registered Public Accounting Firm” in our definitive Proxy Statement for our 2024 Annual Meeting of Stockholders.
90
Table of Contents
PART IV
ITEM 15. EXHIBITS AND 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
49
Consolidated Balance Sheets
50
Consolidated Statements of Operations
51
Consolidated Statements of Comprehensive Income
52
Consolidated Statements of Cash Flows
53
Consolidated Statements of Stockholders’ Equity
54
Notes to Consolidated Financial Statements
55
2. Financial Statement Schedules
The financial statement schedule of the Registrant and its subsidiaries for fiscal years 2023, 2022 and 2021 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
88
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.
Incorporated by Reference
Exhibit Number Description Form
File No.
Exhibit
Filing Date Filed Herewith
2.1 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
001-38449
2.1
05-26-2022
3.1 Amended and Restated Certificate of Incorporation.
Broadcom Inc. Current Report on Form 8-K12B
001-38449
3.1
04-04-2018
3.2 Certificate of Designation of the 8.00% Mandatory Convertible Preferred Stock, Series A.
Broadcom Inc. Current Report on Form 8-K
001-38449 3.1
09-30-2019
3.3 Amended and Restated Bylaws.
Broadcom Inc. Current Report on Form 8-K12B
001-38449 3.2
04-04-2018
4.1 Form of Common Stock Certificate.
Broadcom Inc. Quarterly Report on Form 10-Q
001-38449 4.1
06-14-2018
4.2 Description of Common Stock.
Broadcom Inc. Annual Report on Form 10-K
001-38449 4.3
12-20-2019
91
Table of Contents
Incorporated by Reference
Exhibit Number Description Form
File No.
Exhibit
Filing Date Filed Herewith
4.3 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
001-37690
4.1
01-20-2017
4.4 Supplement Indenture to the January 2017 Indenture, dated as of April 9, 2018.
Broadcom Inc. Current Report on Form 8-K
001-38449 4.1
04-09-2018
4.5 Second Supplement Indenture to the January 2017 Indenture, dated as of January 25, 2019.
Broadcom Inc. Current Report on Form 8-K
001-38449 4.1
01-25-2019
4.6 Form of 3.625% Senior Notes due 2024 (included in Exhibit 4.5).
Broadcom Limited Current Report on Form 8-K
001-37690 4.1
01-20-2017
4.7 Form of 3.875% Senior Notes due 2027 (included in Exhibit 4.5).
Broadcom Limited Current Report on Form 8-K
001-37690 4.1
01-20-2017
4.8 Indenture, dated as of October 17, 2017, by and among the Co-Issuers, the guarantors and Wilmington Trust, National Association, as trustee.
Broadcom Limited Current Report on Form 8-K
001-37690 4.1
10-17-2017
4.9 Supplemental Indenture to October 2017 Indenture, dated as of April 9, 2018.
Broadcom Inc. Current Report on Form 8-K
001-38449 4.2
04-09-2018
4.10 Second Supplemental Indenture to October 2017 Indenture, dates as of January 25, 2019.
Broadcom Inc. Current Report on Form 8-K
001-38449 4.2
01-25-2019
4.11 Form of 2.650% Senior Notes due 2023 (included in Exhibit 4.11).
Broadcom Limited Current Report on Form 8-K
001-37690 4.1
10-17-2017
4.12 Form of 3.125% Senior Notes due 2025 (included in Exhibit 4.11).
Broadcom Limited Current Report on Form 8-K
001-37690 4.1
10-17-2017
4.13 Form of 3.500% Senior Notes due 2028 (included in Exhibit 4.11).
Broadcom Limited Current Report on Form 8-K
001-37690 4.1
10-17-2017
4.14 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.
Broadcom Inc. Current Report on Form 8-K
001-38449 4.1
04-05-2019
4.15 Form of 3.625% Senior Notes due 2024 (included in Exhibit 4.17).
Broadcom Inc. Current Report on Form 8-K
001-38449 4.1
04-05-2019
4.16 Form of 4.750% Senior Notes due 2029 (included in Exhibit 4.17).
Broadcom Inc. Current Report on Form 8-K
001-38449 4.1
04-05-2019
4.17 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
001-38449 4.1
04-09-2020
92
Table of Contents
Incorporated by Reference
Exhibit Number Description Form
File No.
Exhibit
Filing Date Filed Herewith
4.18 Form of 5.000% Senior Notes due 2030 (included in Exhibit 4.21) .
Broadcom Inc. Current Report on Form 8-K
001-38449 4.1
04-09-2020
4.19 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
001-38449 4.1
05-08-2020
4.20 Form of 2.250% Senior Notes due 2023 (included in Exhibit 4.24).
Broadcom Inc. Current Report on Form 8-K 001-38449 4.1
05-08-2020
4.21 Form of 3.150% Senior Notes due 2025 (included in Exhibit 4.24).
Broadcom Inc. Current Report on Form 8-K 001-38449 4.1
05-08-2020
4.22 Form of 4.150% Senior Notes due 2030 (included in Exhibit 4.24).
Broadcom Inc. Current Report on Form 8-K 001-38449 4.1
05-08-2020
4.23 Form of 4.300% Senior Notes due 2032 (included in Exhibit 4.24).
Broadcom Inc. Current Report on Form 8-K 001-38449 4.1
05-08-2020
4.24 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 001-38449 4.1
05-21-2020
4.25 Form of 3.459% Senior Notes due 2026 (included in Exhibit 4.29).
Broadcom Inc. Current Report on Form 8-K 001-38449 4.1
05-21-2020
4.26 Form of 4.110% Senior Notes due 2028 (included in Exhibit 4.29).
Broadcom Inc. Current Report on Form 8-K 001-38449 4.1
05-21-2020
4.27 Indenture, dated as of January 19, 2021, by and among the Company, the 2020 Guarantors and Wilmington Trust, National Association, as Trustee.
Broadcom Inc. Current Report on Form 8-K 001-38449 4.1
01-19-2021
4.28 Form of 1.950% Senior Notes due 2028 (included in Exhibit 4.32).
Broadcom Inc. Current Report on Form 8-K 001-38449 4.1
01-19-2021
4.29 Form of 2.450% Senior Notes due 2031 (included in Exhibit 4.32).
Broadcom Inc. Current Report on Form 8-K 001-38449 4.1
01-19-2021
4.30 Form of 2.600% Senior Notes due 2033 (included in Exhibit 4.32).
Broadcom Inc. Current Report on Form 8-K 001-38449 4.1
01-19-2021
4.31 Form of 3.500% Senior Notes due 2041 (included in Exhibit 4.32).
Broadcom Inc. Current Report on Form 8-K 001-38449 4.1
01-19-2021
4.32 Form of 3.750% Senior Notes due 2051 (included in Exhibit 4.32).
Broadcom Inc. Current Report on Form 8-K 001-38449 4.1
01-19-2021
93
Table of Contents
Incorporated by Reference
Exhibit Number Description Form
File No.
Exhibit
Filing Date Filed Herewith
4.33 Registration Rights Agreement, dated as of January 19, 2021, by and among the Company, the 2020 Guarantors and Morgan Stanley & Co. LLC, BNP Paribas Securities Corp., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., and Truist Securities, Inc., as representatives of the several initial purchasers of the January 2021 Senior Notes.
Broadcom Inc. Current Report on Form 8-K 001-38449 4.7
01-19-2021
4.34 Indenture, dated as of March 31, 2021, by and between the Company and Wilmington Trust, National Association, as Trustee .
Broadcom Inc. Current Report on Form 8-K 001-38449 4.1
03-31-2021
4.35 Form of 3.419% Senior Notes due 2033 (included in Exhibit 4.39) .
Broadcom Inc. Current Report on Form 8-K 001-38449 4.1
03-31-2021
4.36 Form of 3.469% Senior Notes due 2034 (included in Exhibit 4.39) .
Broadcom Inc. Current Report on Form 8-K 001-38449 4.1
03-31-2021
4.37 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 Exchange Offer.
Broadcom Inc. Current Report on Form 8-K 001-38449 4.4
03-31-2021
4.38 Indenture, dated as of September 30, 2021, by and between the Company and Wilmington Trust, National Association, as Trustee.
Broadcom Inc. Current Report on Form 8-K 001-38449 4.1
09-30-2021
4.39 Form of 3.137% Senior Notes due 2035 (included in Exhibit 4.43).
Broadcom Inc. Current Report on Form 8-K 001-38449 4.1
09-30-2021
4.40 Form of 3.187% Senior Notes due 2036 (included in Exhibit 4.43).
Broadcom Inc. Current Report on Form 8-K 001-38449 4.1
09-30-2021
4.41 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-mangers in connection with the September 2021 exchange offer.
Broadcom Inc. Current Report on Form 8-K 001-38449 4.4
09-30-2021
4.42 Indenture, dated April 14, 2022, between the Company and Wilmington Trust, National Association, as trustee.
Broadcom Inc. Current Report on Form 8-K 001-38449 4.1
04-15-2022
4.43 Form of 4.00% Senior Notes due 2029 (included in Exhibit 4.47).
Broadcom Inc. Current Report on Form 8-K 001-38449 4.1
04-15-2022
4.44 Form of 4.15% Senior Notes due 2032 (included in Exhibit 4.47).
Broadcom Inc. Current Report on Form 8-K 001-38449 4.1
04-15-2022
94
Table of Contents
Incorporated by Reference
Exhibit Number Description Form
File No.
Exhibit
Filing Date Filed Herewith
4.45 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 001-38449 4.4
04-15-2022
4.46 Indenture, dated April 18, 2022, between the Company and Wilmington Trust, National Association, as trustee.
Broadcom Inc. Current Report on Form 8-K 001-38449 4.1
04-18-2022
4.47 Form of 4.926% Senior Notes due 2037 (included in Exhibit 4.51).
Broadcom Inc. Current Report on Form 8-K 001-38449 4.1
04-18-2022
4.48 Registration Rights Agreement, dated April 18, 2022, between the Company and Barclays Capital Inc., BBVA Securities Inc., BNP Paribas Securities Corp. and J.P. Morgan Securities LLC, as dealer-managers in connection with the April 2022 Exchange Offer.
Broadcom Inc. Current Report on Form 8-K 001-38449 4.3
04-18-2022
10.1 Form of Indemnification and Advancement Agreement (effective April 4, 2018).
Broadcom Inc. Current Report on Form 8-K12B
001-38449 10.1
04-04-2018
10.2 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
001-38449 10.1
05-07-2019
10.3 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
001-38449 10.1
11-04-2019
10.4 Credit Agreement, dated as of January 19, 2021, among the Company, the lenders and other parties party thereto, and Bank of America, N.A., as Administrative Agent.
Broadcom Inc. Current Report on Form 8-K
001-38449 10.1
01-19-2021
10.5 Amendment No. 1, dated April 18, 2023, among Broadcom Inc., the lenders and other parties thereto, and Bank of America, N.A., as Administrative Agent, to the Credit Agreement, dated as of January 19, 2021 .
Broadcom Inc. Quarterly Report on Form 10-Q
001-38449 10.1
06-07-2023
10.6 Credit Agreement, dated as of August 15, 2023, among Broadcom, the lenders and other parties party thereto, and Bank of America, N.A., as Administrative Agent.
Broadcom Inc. Current Report on Form 8-K
001-38449 10.1
08-16-2023
10.7 Lease Agreement dated August 10, 2017 between Five Point Office Venture I, LLC and Broadcom Corporation.
Broadcom Limited Annual Report on Form 10-K
001-37690
10.29
12-21-2017
10.8 First Amendment to Lease Agreement by and between Five Point Office Venture 1, LLC and Broadcom Corporation.
Broadcom Inc. Annual Report on Form 10-K
001-38449 10.12
12-18-2020
95
Table of Contents
Incorporated by Reference
Exhibit Number Description Form
File No.
Exhibit
Filing Date Filed Herewith
10.9 + 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
000-23993
10.1
07-23-2009
10.10 + Avago Technologies Limited 2009 Equity Incentive Award Plan.
Avago Technologies Limited Amendment No. 5 to Registration Statement on
Form S-1
333-153127
10.18 07-27-2009
10.11 + Broadcom Inc. Employee Stock Purchase Plan (as amended and restated on April 1, 2019).
Broadcom Inc. Definitive Proxy Statement on Schedule 14A
001-38449 Appendix B-1
02-19-2019
10.12 + LSI Corporation 2003 Equity Incentive Plan, as amended.
Avago Technologies Limited Registration Statement on
Form S-8
333-195741
4.1
05-06-2014
10.13 + Amendment to the LSI Corporation 2003 Equity Incentive Plan (effective February 1, 2016).
Broadcom Limited Annual Report on Form 10-K
001-37690
10.45
12-23-2016
10.14 + Amendment to the LSI Corporation 2003 Equity Incentive Plan (effective April 4, 2018).
Broadcom Inc. Current Report on Form 8-K12B
001-38449 10.10
04-04-2018
10.15 + Broadcom Inc. 2012 Stock Incentive Plan (as amended and restated on April 5, 2021).
Broadcom Inc. Quarterly Report on Form 10-Q
001-38449 10.1
06-11-2021
10.16 + Form of Annual Bonus Plan for Executive Employees.
Broadcom Limited Annual Report on Form 10-K
001-37690
10.53
12-23-2016
10.17 + Form of Option Agreement under Avago Technologies Limited 2009 Equity Incentive Plan.
Avago Technologies Limited Amendment No. 5 to Registration Statement on
Form S-1
333-153127
10.61
07-27-2009
10.18 + 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
001-37690
10.49
12-21-2017
10.19 + 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
001-38449 10.1
12-06-2018
10.20 + 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
001-37690
10.2
03-15-2018
10.21 + 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
001-38449 10.2
12-06-2018
96
Table of Contents
Incorporated by Reference
Exhibit Number Description Form
File No.
Exhibit
Filing Date Filed Herewith
10.22 + Form of Restricted Stock Unit Award Agreement under LSI Corporation 2003 Equity Incentive Plan, as amended (effective December 8, 2020).
Broadcom Inc. Annual Report on Form 10-K
001-38449 10.51
12-18-2020
10.23 + Form of Performance Stock Unit Agreement (Relative TSR) under LSI Corporation 2003 Equity Incentive Plan, as amended (effective December 8, 2020).
Broadcom Inc. Annual Report on Form 10-K
001-38449 10.52
12-18-2020
10.24 + 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
001-37690
10.61 12-21-2017
10.25 + Form of Restricted Stock Unit Award Agreement under Broadcom Inc. 2012 Stock Incentive Plan (effective April 5, 2021).
Broadcom Inc. Quarterly Report on Form 10-Q
001-38449 10.3
06-11-2021
10.26 + 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
001-37690
10.5
03-15-2018
10.27 + Form of Performance Stock Unit Award Agreement under the Broadcom Inc. 2012 Stock Incentive Plan (effective April 5, 2021).
Broadcom Inc. Quarterly Report on Form 10-Q
001-38449 10.4
06-11-2021
10.28 + Form of Performance Stock Unit Award Agreement (Price Contingency) under Broadcom Inc. 2012 Stock Incentive Plan.
Broadcom Inc. Current Report on Form 8-K
001-38449 10.1
11-02-2022
10.29 + Performance Stock Unit Award Agreement, dated April 5, 2021, between Broadcom Inc. and Hock E. Tan.
Broadcom Inc. Quarterly Report on Form 10-Q
001-38449 10.2
06-11-2021
10.30 + Policy on Acceleration of Executive Staff Equity Awards in the Event of Permanent Disability (as amended June 2, 2021).
Broadcom Inc. Current Report on Form 8-K
001-38449 10.1
06-03-2021
10.31 + Policy on Acceleration of Equity Awards in the Event of Death (as amended January 1, 2023 ).
Broadcom Inc. Quarterly Report on Form 10-Q
001-38449 10.2
09-06-2023
10.32 + 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
001-38449 10.1
12-10-2020
10.33 + 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
001-38449 10.2
12-10-2020
10.34 + Severance Benefits Agreement, dated September 26, 2017, between Broadcom Limited and Mark Brazeal.
Broadcom Inc. Quarterly Report on Form 10-Q
001-38449 10.18
06-16-2018
10.35 + Severance Benefits Agreement, dated December 10, 2020, between Broadcom Inc. and Kirsten M. Spears.
Broadcom Inc. Current Report on Form 8-K
001-38449 10.5
12-10-2020
21.1 List of Subsidiaries.
X
97
Table of Contents
Incorporated by Reference
Exhibit Number Description Form
File No.
Exhibit
Filing Date Filed Herewith
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, a s 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, a s 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, a s 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, a s Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
97.1
Clawback Policy .
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
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.
98
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 14, 2023
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, Chief Executive
Officer and Director
(Principal Executive Officer)
December 14, 2023
Hock E. Tan
/s/ Kirsten M. Spears Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) December 14, 2023
Kirsten M. Spears
/s/ Henry Samueli Chairman of the Board of Directors December 14, 2023
Henry Samueli
/s/ Eddy W. Hartenstein Lead Independent Director December 14, 2023
Eddy W. Hartenstein
/s/ Diane M. Bryant Director December 14, 2023
Diane M. Bryant
/s/ Gayla J. Delly Director December 14, 2023
Gayla J. Delly
/s/ Raul F. Fernandez Director December 14, 2023
Raul F. Fernandez
/s/ Check Kian Low Director December 14, 2023
Check Kian Low
/s/ Justine F. Page Director December 14, 2023
Justine F. Page
/s/ Harry L. You Director December 14, 2023
Harry L. You
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