Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 2.50M
2: EX-21.1 Subsidiaries List HTML 30K
3: EX-23.1 Consent of Expert or Counsel HTML 28K
8: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 48K Awarded Compensation
4: EX-31.1 Certification -- §302 - SOA'02 HTML 33K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 33K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 30K
7: EX-32.2 Certification -- §906 - SOA'02 HTML 30K
14: R1 Cover Page HTML 92K
15: R2 Audit Information HTML 34K
16: R3 Consolidated Balance Sheets HTML 135K
17: R4 Consolidated Balance Sheets (Parenthetical) HTML 46K
18: R5 Consolidated Statements of Operations HTML 134K
19: R6 Consolidated Statements of Comprehensive Income HTML 55K
20: R7 Consolidated Statements of Cash Flows HTML 124K
21: R8 Consolidated Statements of Equity Consolidated HTML 111K
Statements of Equity
22: R9 Overview and Basis of Presentation HTML 34K
23: R10 Summary of Significant Accounting Policies HTML 78K
24: R11 Revenue from Contracts with Customers HTML 77K
25: R12 Supplemental Financial Information HTML 83K
26: R13 Leases HTML 72K
27: R14 Goodwill and Intangible Assets HTML 88K
28: R15 Net Income Per Share HTML 51K
29: R16 Retirement Plans Benefits HTML 167K
30: R17 Borrowings HTML 138K
31: R18 Stockholders' Equity HTML 96K
32: R19 Income Taxes HTML 119K
33: R20 Segment Information HTML 66K
34: R21 Commitments and Contingencies HTML 52K
35: R22 Restructuring, Impairment and Disposal Charges HTML 52K
36: R23 Subsequent Events HTML 44K
37: R24 Schedule II - Valuation and Qualifying Accounts HTML 64K
38: R25 Organization, Consolidation and Presentation of HTML 34K
Financial Statements (Policies)
39: R26 Summary of Significant Accounting Policies HTML 145K
(Policies)
40: R27 Segment Reporting (Policies) HTML 32K
41: R28 Revenue from Contracts with Customers (Tables) HTML 71K
42: R29 Supplemental Financial Information (Tables) HTML 90K
43: R30 Leases (Tables) HTML 75K
44: R31 Goodwill and Intangible Assets (Tables) HTML 97K
45: R32 Net Income Per Share (Tables) HTML 50K
46: R33 Retirement Plans Benefits (Tables) HTML 173K
47: R34 Borrowings (Tables) HTML 121K
48: R35 Stockholders' Equity (Tables) HTML 90K
49: R36 Income Taxes (Tables) HTML 124K
50: R37 Segment Information (Tables) HTML 58K
51: R38 Commitments and Contingencies (Tables) HTML 40K
52: R39 Restructuring, Impairment and Disposal Charges HTML 49K
(Tables)
53: R40 Subsequent Events (Tables) HTML 39K
54: R41 Overview and Basis of Presentation (Textuals) HTML 32K
(Details)
55: R42 Summary of Significant Accounting Policies HTML 50K
(Details)
56: R43 Revenue from Contracts with Customers HTML 54K
(Disaggregation) (Details)
57: R44 Revenue from Contracts with Customers Revenue from HTML 38K
Contracts with Customers (Contract Balances)
(Details)
58: R45 Remaining Performance Obligations (Details) HTML 37K
59: R46 Supplemental Financial Information (Cash HTML 36K
Equivalents) (Details)
60: R47 Supplemental Financial Information (Accounts HTML 35K
Receivable Factoring) (Details)
61: R48 Supplemental Financial Information (Inventory) HTML 39K
(Details)
62: R49 Supplemental Financial Information (Property, HTML 48K
Plant and Equipment, Net) (Details)
63: R50 Supplemental Financial Information (Other Current HTML 35K
Assets) (Details)
64: R51 Supplemental Financial Information (Other Current HTML 40K
Liabilities) (Details)
65: R52 Supplemental Financial Information (Other LT HTML 37K
Liabilities) (Details)
66: R53 Supplemental Financial Information Other Income HTML 37K
and Expenses (Details)
67: R54 Leases (Details) HTML 121K
68: R55 Goodwill and Intangible Assets (Goodwill HTML 41K
Rollforward) (Details)
69: R56 Goodwill and Intangible Assets (Intangible Assets) HTML 59K
(Details)
70: R57 Goodwill and Intangible Assets (Intangible asset HTML 45K
amortization) (Details)
71: R58 Goodwill and Intangible Assets (Intangible asset HTML 43K
life) (Details)
72: R59 Intangible Assets, Goodwill and Other (Details) HTML 32K
73: R60 Net Income Per Share (Details) HTML 84K
74: R61 Retirement Plans Benefits (Net Periodic Benefit HTML 48K
(Income) Cost) (Details)
75: R62 Retirement Plans Benefits (Funded Status) HTML 88K
(Details)
76: R63 Retirement Plans Benefits (Obligations in Excess HTML 37K
of Fair Value of Plan Assets) (Details)
77: R64 Retirement Plans (Obligations Less Than Fair Value HTML 36K
of Plan Assets) (Details)
78: R65 Retirement Plans Benefits (Expected Future Benefit HTML 42K
Payments) (Details)
79: R66 Retirement Plans Benefits (Fair Value Measurement HTML 77K
of Plan Assets) (Details)
80: R67 Retirement Plans Benefits (Plan Asset Allocations) HTML 36K
(Details)
81: R68 Retirement Plans Benefits (Assumptions) (Details) HTML 48K
82: R69 Retirement Plans Benefits (Textual) (Details) HTML 39K
83: R70 Borrowings (Details) HTML 358K
84: R71 Borrowings (Future Principal Payments) (Details) HTML 49K
85: R72 Stockholders' Equity (Equity Information) HTML 49K
(Details)
86: R73 Stockholders' Equity (Dividends) (Details) HTML 37K
87: R74 Stockholders' Equity (Stock Repurchase Program) HTML 38K
(Details)
88: R75 Stockholders' Equity (Equity Incentive Award HTML 60K
Plans) (Details)
89: R76 Stockholders' Equity (Stock-Based Compensation HTML 56K
Expense) (Details)
90: R77 Stockholders' Equity (Market-Based Awards HTML 40K
Weighted-Average Assumptions) (Details)
91: R78 Stockholders' Equity (Restricted Stock Unit HTML 59K
Awards) (Details)
92: R79 Income Taxes (Components of Income from Continuing HTML 39K
Operations Before Income Taxes) (Details)
93: R80 Income Taxes (Components of Provision for (Benefit HTML 58K
from) Income Taxes) (Details)
94: R81 Income Taxes (Rate Reconciliation) (Details) HTML 54K
95: R82 Income Taxes (Summary of Deferred Income Taxes) HTML 64K
(Details)
96: R83 Income Taxes (Schedule of Unrecognized Tax HTML 45K
Benefits) (Details)
97: R84 Income Taxes (Textual) (Details) HTML 58K
98: R85 Segment Information (Details) HTML 77K
99: R86 Commitments and Contingencies (Details) HTML 73K
100: R87 Restructuring, Impairment and Disposal Charges HTML 53K
(Details)
101: R88 Subsequent Events - VMware Merger (Details) HTML 59K
102: R89 Subsequent Events - Consideration Transferred HTML 51K
(Details)
103: R90 Subsequent Events (Cash Dividends Declared) HTML 39K
(Details)
104: R91 Schedule II - Valuation and Qualifying Accounts HTML 47K
(Details)
107: XML IDEA XML File -- Filing Summary XML 203K
105: XML XBRL Instance -- avgo-20231029_htm XML 3.14M
106: EXCEL IDEA Workbook of Financial Report Info XLSX 228K
10: EX-101.CAL XBRL Calculations -- avgo-20231029_cal XML 289K
11: EX-101.DEF XBRL Definitions -- avgo-20231029_def XML 947K
12: EX-101.LAB XBRL Labels -- avgo-20231029_lab XML 2.55M
13: EX-101.PRE XBRL Presentations -- avgo-20231029_pre XML 1.47M
9: EX-101.SCH XBRL Schema -- avgo-20231029 XSD 239K
108: JSON XBRL Instance as JSON Data -- MetaLinks 644± 985K
109: ZIP XBRL Zipped Folder -- 0001730168-23-000096-xbrl Zip 684K
‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
The Board of Directors (the “Board”) of Broadcom Inc. (“Broadcom”) adopted this Clawback Policy,
as it may be further amended or restated from time to time (this “Policy”), to be effective as of the date first written above.
Capitalized terms have the meanings set forth in Section 7 of this Policy, unless otherwise defined herein.
1.Recoupment and Forfeiture of Covered Compensation
If there is a Restatement, any Covered Compensation (on a pre-tax basis) Received by any person who was an Executive Officer during the applicable Lookback Period that (i) has been settled or paid to such person will be subject to reasonably prompt repayment to Broadcom in accordance with Section 2 of this Policy and (ii) has been granted or earned (including vested) but has not yet been paid or settled will be automatically forfeited.
The Compensation
Committee of the Board (the “Committee”) will pursue (and does not have the discretion to waive) the repayment and/or forfeiture of such Covered Compensation in accordance with Section 2 of this Policy, except as provided below.
The Committee (or, if at any time the Committee is not a Board committee responsible for Broadcom’s executive compensation decisions and composed entirely of independent directors, a majority of the independent directors serving on the Board) may determine not to pursue repayment and/or forfeiture of the Covered Compensation if the Committee determines that such repayment and/or forfeiture would be impracticable due to any of the following circumstances:
(i)The direct expense paid to a third party (for example, reasonable legal expenses and consulting fees) to assist in enforcing this Policy
would exceed the amount to be recovered (following (x) reasonable attempts by the Committee to recover such Covered Compensation, (y) the documentation of such attempts, and (z) if required, the provision of such documentation to the Nasdaq Stock Market (“Nasdaq”));
(ii)Pursuing such recovery would violate Broadcom’s Home Country laws adopted before November 28, 2022 (provided that Broadcom obtains an opinion of Home Country counsel acceptable to Nasdaq that recovery would result in such a violation and provides such required opinion to Nasdaq); or
(iii)Recovery would likely cause any otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of Broadcom and its subsidiaries,
to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
1
Recovery of any Covered Compensation under this Policy is not dependent on (i) fraud or misconduct by any Executive Officer or whether the Executive Officer was responsible for preparing the Broadcom financial statements or (ii) if or when the Restatement is actually filed with the U.S. Securities and Exchange Commission (the “SEC”).
2.Means of Repayment
If the Committee determines that a current or former Executive Officer must repay any Covered Compensation, the Committee will provide written notice to such person
by email or certified mail to such person’s address on file with Broadcom and such person will satisfy such repayment on such terms as required by the Committee. Broadcom will be entitled to set off the repayment amount against any amount owed to the current or former Executive Officer by Broadcom, require the forfeiture of any award granted by Broadcom to such person and/or take any and all necessary actions to reasonably promptly recoup such repayment from such person to the fullest extent permitted under applicable law, including without limitation, Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and the regulations and guidance thereunder.
If the Committee does not specify the timing of repayment in the written notice described above, the current or former Executive Officer will be required to repay the Covered Compensation to Broadcom by wire, cash or cashier’s check no later than thirty (30) days
after receipt of such notice.
For Covered Compensation based on stock price or total stockholder return, where the amount of Covered Compensation is not subject to mathematical recalculation directly from the information in a Restatement, the Committee will determine the amount of such Covered Compensation, if any, based on a reasonable estimate of the effect of the Restatement on the stock price or total stockholder return upon which the Covered Compensation was granted, vested or paid. The Committee may engage valuation experts or other third-party advisors to determine the reasonable estimate. Broadcom will also maintain documentation of such determination and provide documentation to Nasdaq if required.
Unless otherwise determined by the Committee, for Covered Compensation that consists of an equity award:
(i)If
the equity award has been granted or earned but the underlying shares have not settled or the award has not been exercised, the outstanding portion of such award that is Covered Compensation will be forfeited;
(ii)If the equity award has been exercised or settled into shares that have not been sold, the Committee will recover the number of shares received in excess of the shares that would have been received under the Restatement (less any exercise price paid for the shares); and
(iii)If the shares underlying the equity award have been sold, the Committee will recover the proceeds received from the sale of the number of shares received in excess of the shares that would have been received under the Restatement (less any exercise price paid for the shares).
3.No Indemnification
No
current or former Executive Officer may be indemnified, insured or reimbursed by Broadcom or any of its subsidiaries in respect of any loss of compensation in accordance with this Policy, receive any advancement of expenses for disputes related to any loss of compensation by such person in accordance with this Policy, or be paid or reimbursed by Broadcom or any of its subsidiaries for
2
any premiums paid by such person for any third-party insurance policy covering potential recovery obligations under this Policy. For this purpose, “indemnification” includes any modification to current
compensation arrangements or other means that would amount to de facto indemnification (for example, providing a new cash award which would be cancelled to effect the recovery of any Covered Compensation).
In no event will Broadcom or any of its subsidiaries be required to award any current or former Executive Officer an additional payment if any Restatement would result in a higher incentive compensation payment.
4.Miscellaneous
The Committee will administer and interpret this Policy. Any Committee determination concerning this Policy will be final, conclusive and binding. Discretionary determinations by the Committee under this Policy, if any, need not be uniformly applied to
any persons or compensation covered hereunder.
This Policy is intended to satisfy the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as it may be amended from time to time, and any related rules or regulations put into effect by the SEC or Nasdaq, including any additional requirements that become effective after this Policy’s effective date. This Policy will be deemed automatically amended as necessary to comply with such additional requirements.
Broadcom’s rights to seek repayment or forfeiture under this Policy are in addition to, and not instead of, any recoupment rights or other remedies that may be available to Broadcom and its subsidiaries.
5.Amendment and Termination
To
the extent permitted by, and in a manner consistent with applicable law, including SEC and Nasdaq rules, the Committee may terminate, suspend or amend this Policy at any time in its discretion.
6.Successors
This Policy is binding and enforceable against all current or former Executive Officers and their respective beneficiaries, heirs, executors, administrators or other legal representatives with respect to any Covered Compensation granted, vested or paid to or administered by such persons or entities.
7.Definitions
The following definitions apply to this Policy:
a)“Covered Compensation” means the following, computed on a pre-tax basis: (i)
the amount of Incentive-Based Compensation granted, vested or paid to a person who served as an Executive Officer at any time during the Incentive-Based Compensation’s performance period and that was Received (x) after such person became an Executive Officer, (y) during the Lookback Period and (z) at a time Broadcom had a class of securities listed on a national securities exchange or a national securities association that exceeds (ii) the amount of such Incentive-Based Compensation that otherwise would have
3
been granted or paid to such person or vested had such amount been determined based on the applicable Restatement.
Incentive-Based Compensation Received while a person was serving
as a non-Executive Officer prior to becoming an Executive Officer is not “Covered Compensation.”
b)“Executive Officer” means an “officer” of Broadcom as defined under Rule 16a-1(f) under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to include any individuals identified by Broadcom as executive officers pursuant to Item 401(b) of Regulation S-K under the Exchange Act.
c)“Financial Reporting Measure” means any measure that is based on (i) accounting principles used in preparing Broadcom financial statements and any measures derived wholly or in
part from such measures (such as GAAP or non-GAAP financial measures (as defined under Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Exchange Act)), (ii) stock price, or (iii) total stockholder return.
A Financial Reporting Measure may or may not be filed with the SEC and may be presented outside Broadcom financial statements, such as in Management’s Discussion and Analysis of Financial Conditions and Result of Operations or in the performance graph required under Item 201(e) of Regulation S-K under the Exchange Act.
d)“Home Country” means Broadcom’s jurisdiction of incorporation.
e)“Incentive-Based Compensation” means any compensation (including cash and equity) Received on or
after October 2, 2023 and that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
Examples of “Incentive-Based Compensation” include, but are not limited to:
(i)Non-equity incentive plan awards that are earned wholly or in part on satisfying a Financial Reporting Measure performance goal;
(ii)Bonuses paid from a “bonus pool,” the size of which is determined based wholly or in part on satisfying a Financial Reporting Measure performance goal;
(iii)Restricted stock, restricted stock units, performance stock units, stock options or stock appreciation rights that are granted or become vested based wholly or in part
on satisfying a Financial Reporting Measure performance goal; and
(iv)Proceeds received upon the sale of shares acquired through an incentive plan that were granted or vested based wholly or in part on satisfying a Financial Reporting Measure performance goal.
f)“Lookback Period” means the three completed fiscal years (plus any transition period of less than nine months that is within or immediately following the three completed fiscal years and that results from a change in Broadcom’s fiscal year) immediately preceding the date on which Broadcom is required to prepare a Restatement for a given reporting period, with such date being the earlier of: (i) the date the Board, a Board committee, or the officer or officers of Broadcom authorized to take such action if Board action is not
4
required,
concludes or reasonably should have concluded that Broadcom is required to prepare a Restatement, or (ii) the date a court, regulator or other legally authorized body directs Broadcom to prepare a Restatement.
g)“Received.” Incentive-Based Compensation is deemed “Received in Broadcom’s fiscal period during which the Financial Reporting Measure specified in or otherwise relating to the Incentive-Based Compensation award is attained, even if the grant, vesting or payment of the Incentive-Based Compensation occurs after the end of that period.
h)“Restatement” means a required accounting restatement that:
(i)corrects an error in previously issued Broadcom financial statements
that is material to the previously issued Broadcom financial statements (commonly referred to as a “Big R” restatement) or
(ii)corrects an error in previously issued Broadcom financial statements that is not material to the previously issued Broadcom financial statements but that would result in a material misstatement if the error was corrected in the current period or left uncorrected in the current period (commonly referred to as a “little r” restatement).
Financial statement includes any statement of financial position (balance sheet), statement of comprehensive income, statement of cash flows, statement of stockholders’ equity, related schedules and accompanying footnotes, as required by SEC rules.
Changes
to Broadcom financial statements that do not represent error corrections under the then-current relevant accounting standards will not constitute Restatements.
5
Dates Referenced Herein and Documents Incorporated by Reference
