AVGO 10-K Annual Report Oct. 29, 2023 | Alphaminr

AVGO 10-K Fiscal year ended Oct. 29, 2023

TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

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 Form8-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 4.3 Indenture, dated as of January19, 2017, by and among theBroadcom 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 theCo-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 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 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 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 Form8-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 Form8-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 Form8-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 Form8-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 Form10-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 Form8-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 10.9 + Settlement and Patent License and Non-Assert Agreement by and between Qualcomm Incorporated and Broadcom Corporation. Broadcom CorporationCurrent Report onForm 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 onForm S-1 333-153127 10.18 07-27-2009 10.12 + LSI Corporation 2003 Equity Incentive Plan, as amended. Avago Technologies Limited Registration Statement onForm 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 onForm 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 Form8-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 Form8-K 001-38449 10.2 12-06-2018 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 Form10-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 Form10-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 amendedJanuary 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 Form10-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. 23.1 Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. 31.1 Certification of Principal Executive Officer of Broadcom Inc. Pursuant to Rule13a-14 of the Securities Exchange Act of 1934,as Adopted Pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Principal Financial Officer of Broadcom Inc. Pursuant to Rule13a-14 of the Securities Exchange Act of 1934,as Adopted Pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 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. 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. 97.1 Clawback Policy.