UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 12, 2018
Broadcom Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38449 | 35-2617337 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
1320 Ridder Park Drive San Jose, California |
95131 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (408) 433-8000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events. |
On April 12, 2018, the Board of Directors of Broadcom Inc., a Delaware corporation (the “Company”) authorized the repurchase by the Company of up to $12.0 billion (the “Repurchase Plan”) of its common stock, par value $0.001 per share (the “Common Stock”) from time to time on or prior to November 3, 2019, the end of the Company’s fiscal year 2019. The Repurchase Plan may be effected through a variety of methods, including open market or privately negotiated purchases in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended.
The timing and number of shares of Common Stock repurchased will depend on a variety of factors, including price, general business and market conditions and alternative investment opportunities. The Company’s capital return program does not obligate it to repurchase any specific number of shares of Common Stock or continue a dividend for any fixed period, and may be suspended or discontinued at any time.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit Number |
Description |
|
| 99.1 | Press release, dated April 12, 2018 | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Date: April 12, 2018
| Broadcom Inc. | ||
| By: | /s/ Thomas H. Krause, Jr. | |
| Name: | Thomas H. Krause, Jr. | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
Broadcom Announces $12 Billion Share Repurchase Authorization
SAN JOSE, Calif. – April 12, 2018 – Broadcom Inc. (NASDAQ: AVGO) (“Broadcom”) today announced its Board of Directors has authorized the repurchase by the Company of up to $12 billion of its common stock. The authorization is effective immediately until November 3, 2019, the end of Broadcom’s fiscal year 2019.
“The initiation of a stock repurchase program enhances our capital allocation strategy and provides us with a complementary tool to deliver value to our shareholders”, said Tom Krause, Broadcom’s Chief Financial Officer. “We are maintaining our policy of delivering 50% of trailing 12-month free cash flow to shareholders in the form of dividends while adding the ability to use the balance of our free cash flow not only for acquisitions but also for opportunistic buybacks”, continued Mr. Krause.
Share repurchases may be made through a variety of methods, including open market or privately negotiated transactions. The timing and number of shares repurchased will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. Broadcom’s capital return program does not obligate it to repurchase any specific number of shares or continue a dividend for any fixed period, and may be suspended or discontinued at any time.
About Broadcom Inc.
Broadcom Inc. (NASDAQ:AVGO) is a leading designer, developer and global supplier of a broad range of digital and analog semiconductor connectivity solutions. Broadcom Inc.‘s extensive product portfolio serves four primary end markets: wired infrastructure, wireless communications, enterprise storage and industrial & other. Applications for our products in these end markets include: data center networking, home connectivity, set-top box, broadband access, telecommunications equipment, smartphones and base stations, data center servers and storage, factory automation, power generation and alternative energy systems, and electronic displays.
Cautionary Note Regarding Forward-Looking Statements
This announcement contains forward-looking statements (including within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended) concerning Broadcom’s plans and expectations with regard to its share repurchase and dividend program, and the benefits we may derive from the program. These statements are identified by words such as “may”, “will”, “expect”, “believe”, “anticipate”, “estimate”, “should”, “intend”, “plan”, “potential”, “predict”, “project”, “aim”, and similar words, phrases or expressions. These forward-looking statements are based on current expectations and beliefs of the management of Broadcom, as well as assumptions made by, and information currently available to, such management, regarding current business and market trends and conditions and involve risks and uncertainties, many of which are outside Broadcom’s and management’s control, and which may cause actual results to differ materially from those contained in forward-looking statements. Accordingly, you should not place undue reliance on such statements.
Broadcom’s filings with the Securities and Exchange Commission (“SEC”), which you may obtain without charge at the SEC’s website at http://www.sec.gov , discuss the important risk factors that may affect our business, results of operations and financial condition. We undertake no intent or obligation to publicly update or revise any of these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Investors:
Ashish Saran
Broadcom Inc.
Investor Relations
408-433-8000
investor.relations@broadcom.com