filings.toolsItem 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following are filed as part of this Annual Report on Form 10-K:
- Financial Statements
The following consolidated financial statements are included in Item 8 of this Annual Report on Form 10-K:
- Financial Statement Schedules
The financial statement schedule of the Registrant and its subsidiaries for fiscal years 2019, 2018 and 2017 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 | 116 |
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.
- 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 | ||||||
| 2.5# | 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 | |||||
| 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 | |||||
| 4.1 | Form of Common Stock Certificate. | Broadcom Inc. Quarterly Report on Form 10-Q (Commission File No. 001-34889) | 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 | X | ||||||
| 4.4 | Description of 8.00% Mandatory Convertible Preferred Stock, Series A | X | ||||||
| 4.5 | 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 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. 001-34889) | 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 Company and Broadcom Cayman L.P., (the “October Guarantors”) 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 |
| Exhibit No. | Incorporated by Referenced Herein | Filed Herewith | ||||||
| Description | Form | Filing Date | ||||||
| 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 | |||||
| 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, the Guarantors and Wilmington Trust, National Association, as trustee. | Broadcom Inc. Current Report on Form 8-K (Commission File No. 001-34889) | 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. 001-34889) | 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. 001-34889) | 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. 001-34889) | 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. 001-34889) | 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. 001-34889) | April 5, 2019 | |||||
| 4.25 | Registration Rights Agreement, dated as of April 5, 2019, by and among the Company, the 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. 001-34889) | April 5, 2019 | |||||
| 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 |
| Exhibit No. | Incorporated by Referenced Herein | Filed Herewith | ||||||
| Description | Form | Filing Date | ||||||
| 10.17* | 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 | |||||
| 10.18+ | 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 | |||||
| 10.19+ | Second Amended and Restated Employee Stock Purchase Plan. | Broadcom Limited Current Report on Form 8-K (Commission File No. 001-37690) | February 2, 2016 | |||||
| 10.20+ | 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 | |||||
| 10.21+ | 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 | |||||
| 10.22+ | 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 | |||||
| 10.23+ | 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 | |||||
| 10.24+ | Broadcom Corporation 2012 Stock Incentive Plan. | Broadcom Corporation Annual Report on Form 10-K (Commission File No. 000-23993) | January 29, 2015 | |||||
| 10.25+ | 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 | |||||
| 10.26+ | 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 | |||||
| 10.27+ | Broadcom Corporation 1998 Stock Incentive Plan, as amended and restated November 11, 2010. | Broadcom Corporation Annual Report on Form 10-K (Commission File No. 000-23993) | February 2, 2011 | |||||
| 10.28+ | Amendment to the Broadcom Corporation 1998 Stock Incentive Plan (effective February 1, 2016). | Broadcom Limited Annual Report on Form 10-K (Commission File No. 001-37690) | December 23, 2016 | |||||
| 10.29+ | 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. 000-25601) | April 12, 2017 | |||||
| 10.30+ | 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. 333-221654) | November 11, 2017 | |||||
| 10.31+ | 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. 001-38449) | April 4, 2018 | |||||
| 10.32+ | 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 | |||||
| 10.33+ | 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 |
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. |
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 20, 2019
POWER OF ATTORNEY
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.
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 20, 2019 | ||
| Hock E. Tan | ||||
| /s/ Thomas H. Krause, Jr. | Chief Financial Officer (Principal Financial Officer) | December 20, 2019 | ||
| Thomas H. Krause, Jr. | ||||
| /s/ Kirsten M. Spears | Principal Accounting Officer | December 20, 2019 | ||
| Kirsten M. Spears | ||||
| /s/ Henry Samueli | Chairman of the Board of Directors | December 20, 2019 | ||
| Henry Samueli | ||||
| /s/ Eddy W. Hartenstein | Lead Independent Director | December 20, 2019 | ||
| Eddy W. Hartenstein | ||||
| /s/ Diane M. Bryant | Director | December 20, 2019 | ||
| Diane M. Bryant | ||||
| /s/ Gayla J. Delly | Director | December 20, 2019 | ||
| Gayla J. Delly | ||||
| /s/ Check Kian Low | Director | December 20, 2019 | ||
| Check Kian Low | ||||
| /s/ Peter J. Marks | Director | December 20, 2019 | ||
| Peter J. Marks | ||||
| /s/ Justine F. Page | Director | December 20, 2019 | ||
| Justine F. Page | ||||
| /s/ Harry L. You | Director | December 20, 2019 | ||
| Harry L. You |
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