HARMONIC INC
For the period ended Dec 31, 2023. Filed Feb 16, 2024.
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FY2023 · Filed Feb 16, 2024
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| Item 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
|---|
Financial Statements. See Index to Consolidated Financial Statements in Item 8 on page of this Annual Report on Form 10-K.
Financial Statement Schedules. Financial statement schedules have been omitted because the information is not required to be set forth herein, is not applicable or is included in the financial statements or the notes thereto.
Exhibits. The documents listed in the Exhibit Index of this Annual Report on Form 10-K are filed herewith or are incorporated by reference in this Annual Report on Form 10-K, in each case as indicated therein.
| ExhibitNumber | Description |
| 3.1 (i) | Certificate of Incorporation of Harmonic Inc., as amended |
| 3.2 (ii) | Amended and Restated Bylaws of Harmonic Inc. |
| 4.1 (iii) | Form of Common Stock Certificate |
| 4.2 (iv) | Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock of Harmonic Inc. |
| 4.3 (v) | Indenture, dated September 13, 2019, between the Company and U.S. Bank National Association |
| 4.4 (vi) | Supplemental Indenture, dated November 15, 2021 by and between the Company and U.S. Bank National Association |
| 4.5 (vii) | Form of 2.00% Convertible Senior Note due 2024 (included in Exhibit 4.1) |
| 4.6 (viii) | Description of Common Stock |
| 4.7 (ix) | Indenture, dated June 2, 2020, by and between the Company and U.S. Bank National Association |
| 4.8 (x) | Supplemental Indenture, dated November 15, 2021 by and between the Company and U.S. Bank National Association |
| 4.9 (xi) | Form of 4.375% Convertible Senior Note due 2022 (included in Exhibit 4.1) |
| 10.1 (xii)* | Form of Indemnification Agreement |
| 10.2 (xiii)* | 1995 Stock Plan, as amended and restated on June 9, 2022 |
| 10.3 (xiv)* | 2002 Director Stock Plan, as amended and restated on June 8, 2021 |
| 10.4 (xv)* | 2002 Employee Stock Purchase Plan, as amended and restated on June 9, 2022 |
| 10.5 (xvi)* | Amended and Restated Change of Control Severance Agreement between Harmonic Inc. and Patrick Harshman, effective March 20, 2018 |
| 10.6 (xvii)* | Form of Change of Control Severance Agreement between Harmonic Inc. and each of Nimrod Ben-Natan and Ian Graham |
| 10.7 (xviii)* | Offer Letter, dated as of May 10, 2023, between Harmonic Inc. and Walter Jankovic |
| 10.8 (xix)* | Change of Control Severance Agreement, dated as of May 22, 2023, between Harmonic Inc. and Walter Jankovic |
| 10.9 (xx)* | Amended and Restated Change of Control Severance Agreement, dated as of November 30, 2023, between Harmonic Inc. and Neven Haltmayer |
| 10.10 (xxi) | Harmonic Inc. 2002 Director Stock Plan Restricted Stock Unit Agreement |
| 10.11 (xxii) | Professional Service Agreement between Harmonic Inc. and Plexus Services Corp., dated September 22, 2003 |
| 10.12 (xxiii) | Amendment, dated January 6, 2006, to the Professional Services Agreement for Manufacturing between Harmonic Inc. and Plexus Services Corp., dated September 22, 2003 |
| 10.13 (xxiv) | Addendum 1, dated November 26, 2007, to the Professional Services Agreement between Harmonic Inc. and Plexus Services Corp., dated September 22, 2003 |
| 10.14 (xxv) | Harmonic Inc. 1995 Stock Plan Restricted Stock Unit Agreement |
| 10.15 (xxvi) | Fifth Amendment to Credit Agreement, dated as of September 29, 2023, by and among Harmonic Inc., Harmonic International GmbH and JPMorgan Chase Bank, N.A. |
| 10.16 (xxvii) | Master Receivables Purchase Agreement dated as of September 29, 2023, by and between Harmonic Inc. and JPMorgan Chase Bank, N.A. |
| 10.17 (xxviii) | Credit Agreement, dated as of December 21, 2023, by and among Harmonic Inc., the lenders party thereto and Citibank, N.A., as administrative agent, swingline lender and L/C issuer |
| 10.18(xxiv) | Cooperation Agreement, dated as of April 9, 2021, by and between Harmonic Inc. And Scopia Capital Management LP. |
| 21.1 | Subsidiaries of Harmonic Inc. |
| 23.1 | Consent of Independent Registered Public Accounting Firm |
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 | Certification of Principal Executive Officer 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 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97.1 | Compensation Recovery Policy dated October 30, 2023 |
| 101 | The following materials from Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline Extensible Business Reporting Language (XBRL) includes: Consolidated Balance Sheets at December 31, 2023 and December 31, 2022; (ii) Consolidated Statements of Operations for the Years Ended December 31, 2023, December 31, 2022 and December 31, 2021; (iii) Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, December 31, 2022 and December 31, 2021; (iv) Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2023, December 31, 2022 and December 31, 2021; (v) Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, December 31, 2022 and December 31, 2021; and (vi) Notes to Consolidated Financial Statements. |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
- Indicates a management contract or compensatory plan or arrangement relating to executive officers or directors of the Company.
† Registrant has omitted portions of this exhibit and filed such exhibit separately with the Securities and Exchange Commission pursuant to a grant of confidential treatment under Rule 406 promulgated under the Securities Act.
(i)Previously filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001.
(ii)Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the three months ended September 29, 2023.
(iii)Previously filed as an exhibit to the Company’s Registration Statement on Form S-1 No. 33-90752.
(iv)Previously filed as an exhibit to the Company’s Current Report on Form 8-K dated July 25, 2002.
(v)Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on September 16, 2019.
(vi)Previously filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
(vii)Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on September 16, 2019.
(viii)Previously filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
(ix)Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on June 2, 2020.
(x)Previously filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
(xi)Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on June 2, 2020.
(xii)Previously filed as an exhibit to the Company’s Registration Statement on Form S-1 No. 33-90752.
(xiii)Previously filed as an exhibit to the Company’s Registration Statement on Form S-8, dated August 22, 2022.
(xiv)Previously filed as an exhibit to the Company’s Registration Statement on Form S-8, dated August 20, 2021.
(xv)Previously filed as an exhibit to the Company’s Registration Statement on Form S-8, dated August 22, 2022.
(xvi)Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on March 26, 2018.
(xvii)Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on March 26, 2018.
(xviii)Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on May 22, 2023.
(xix)Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on May 22, 2023.
(xx)Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on December 6, 2023.
(xxi)Previously filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
(xxii)Previously filed as an exhibit to the Company’s Current Annual Report on Form 10-K for the year ended December 31, 2008.
(xxiii)Previously filed as an exhibit to the Company’s Current Annual Report on Form 10-K for the year ended December 31, 2008.
(xxiv)Previously filed as an exhibit to the Company’s Current Annual Report on Form 10-K for the year ended December 31, 2008.
(xxv)Previously filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
(xxvi)Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on October 4, 2023.
(xxvii)Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on October 4, 2023.
(xxviii)Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on December 21, 2023.
(xxix)Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on April 12, 2021.
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