AVGO 8-K Current Reports

Broadcom 8-K Report, Financial Results (Sep 2, 2026)

Broadcom reported fiscal third-quarter 2026 results (quarter ended August 2, 2026) with record revenue, operating profit, and free cash flow. Net revenue rose 86% year over year to $29.6 billion, driven by semiconductor solutions, which grew 127% to $20.8 billion and made up 70% of revenue. AI semiconductor revenue reached $16.7 billion, up 221% year over year and 54% sequentially. Infrastructure software grew a more modest 29% to $8.8 billion. GAAP operating income was $16.0 billion (up 171%), and non-GAAP operating income was $20.1 billion (up 92%). GAAP diluted EPS was $2.68 and non-GAAP diluted EPS was $3.32, up 96% on a non-GAAP basis. Cash generation was strong. Operating cash flow was $14.2 billion and free cash flow was $13.7 billion, or 46% of revenue. Cash and equivalents rose to $24.0 billion from $19.6 billion in the prior quarter. Management guided fourth-quarter fiscal 2026 revenue to about $34.8 billion (up 93% year over year), with AI semiconductor revenue expected to reach $21.7 billion (up 236%). Non-GAAP operating margin is guided to about 66%, flat with a year ago. The Board declared a quarterly dividend of $0.65 per share, payable September 30, 2026 to holders of record on September 21, 2026. The filing shows no share repurchases in the quarter, versus $8.45 billion year to date. For investors, the central questions are durability of AI accelerator demand, customer concentration, and the gap between GAAP and non-GAAP results. Non-GAAP figures exclude roughly $2.0 billion of quarterly intangible amortization and $2.0 billion of stock-based compensation. Total debt was about $59.4 billion at quarter end, so deleveraging is an ongoing use of cash alongside the dividend. The filing states that forward-looking statements carry material risk, including semiconductor cyclicality, customer concentration, and supply chain dependence.

Sep 2, 2026 8-K

Other Events

Broadcom 8-K Report, Corporate Update (Jul 6, 2026)

Broadcom Inc. has announced a significant expansion of its technology collaboration with Apple Inc., entering into new multi-year agreements extending their partnership through 2031. These agreements will see Broadcom continue to develop and supply custom Application-Specific Integrated Circuit (ASIC) silicon products for multiple upcoming generations of Apple devices. This long-term commitment from a key strategic partner like Apple provides Broadcom with substantial revenue visibility and reinforces its position as a critical supplier in the semiconductor industry.

Jul 6, 2026 8-K

Broadcom 8-K Report, Corporate Update (Jun 18, 2026)

On June 17, 2026, Broadcom (AVGO) announced the expiration and results of its cash tender offers for six series of its senior notes, with total consideration priced as of 11:00 a.m. ET that day. Holders tendered about $5.5 billion of principal across the six series. Because the offers were capped by a consideration limit, Broadcom accepted only about $2.9 billion of principal, all from the 4.926% Senior Notes due 2037 and the 4.900% Senior Notes due 2038. Broadcom raised the aggregate consideration cap from $2.5 billion to $3.0 billion, which covers all validly tendered notes in those two series. Based on the disclosed total consideration per $1,000 principal (about $982.01 and $970.29), the accepted purchases represent roughly $2.8 billion of cash consideration before accrued coupon payments. The transaction is a liability management action that reduces Broadcom's outstanding senior debt and shifts the balance toward remaining, longer-dated and higher-coupon issues. The accepted notes were the 2037 and 2038 series, which carry the longest maturities in the offering. Notes in the 2030, 2031 and 2032 series were tendered (about $2.7 billion combined) but not accepted because of the consideration cap and acceptance priority ordering. Holders of those series will have their tendered notes returned. Settlement is expected June 18, 2026, with guaranteed-delivery tenders (about $35.0 million, all in the 2037 and 2038 series) settling June 23, 2026, subject to delivery requirements. The filing is a routine debt management disclosure with no change to operations, guidance or financial results. For investors, the key facts are the scale of demand (tenders were roughly 1.9 times the amount accepted), the modest increase in the cap that Broadcom chose to use, and the fact that the filing does not disclose the cash source or any effect on interest expense in detail. The information is drawn only from the press releases attached as Exhibits 99.1 and 99.2.

Jun 18, 2026 8-K

Broadcom 8-K Report, Corporate Update (Jun 11, 2026)

Broadcom Inc. (AVGO) announced on June 11, 2026 that it has commenced cash tender offers to repurchase up to $2.5 billion (the Consideration Cap Amount, excluding accrued coupon payments) of six series of its outstanding senior notes. The Offers cover the 4.926% notes due 2037, 4.900% notes due 2038, 5.050% notes due 2030, 5.200% notes due 2032, 5.150% notes due 2031, and 4.900% notes due 2032. Broadcom may increase the cap but is not obligated to do so. Acceptance is prioritized by a ranking system, and if a series fails the Consideration Cap Condition it may be excluded even when other series are accepted. Pricing for each series will be set at a Total Consideration equal to a benchmark U.S. Treasury yield plus a fixed spread, ranging from +25 basis points (5.050% notes due 2030) to +80 basis points (4.900% notes due 2038). Pricing is determined as of 11:00 a.m. New York time on June 17, 2026, when the offers also expire at 5:00 p.m. The initial settlement is expected on June 18, 2026, and guaranteed-delivery settlement on June 23, 2026. The Offers are not subject to a financing condition or minimum tender requirement. From an investor standpoint, this is a liability management action rather than an operating or earnings event. It signals that Broadcom is willing to retire higher-coupon debt, which could reduce interest expense and modestly improve leverage metrics, though the filing does not state the funding source or the expected net debt impact. Investors should watch the Price Determination Date announcement for final pricing and acceptance levels, which will indicate how much debt is actually retired.

Jun 11, 2026 8-K

Broadcom 8-K Report, Financial Results (Jun 3, 2026)

Broadcom reported record second-quarter fiscal 2026 results (quarter ended May 3, 2026). Net revenue rose 48% year over year to $22,187 million, driven by semiconductor solutions, which grew 79% to $15,009 million. Management said AI semiconductor revenue reached $10.8 billion, up 143% year over year. Infrastructure software grew a more modest 9% to $7,178 million. Profitability was strong: GAAP net income was $9,310 million (GAAP diluted EPS $1.91, up 85%), and non-GAAP net income was $12,074 million (non-GAAP diluted EPS $2.44, up 54%). Adjusted EBITDA was $15,244 million, or 69% of revenue, and free cash flow was $10,262 million, or 46% of revenue. Cash and equivalents rose to $19,628 million from $14,174 million at the prior quarter-end. The outlook is the most significant element for investors. Third-quarter fiscal 2026 revenue guidance is approximately $29.4 billion, up 84% year over year and about 52% above Q2 revenue. Management expects AI semiconductor revenue to exceed 200% growth, reaching about $16.0 billion. Non-GAAP operating margin is guided to about 67% and Adjusted EBITDA margin to about 68%. Note that these projections are non-GAAP and management did not provide reconciliations to GAAP figures. Actual results could differ materially. The Board declared a quarterly cash dividend of $0.65 per share, payable June 30, 2026 to holders of record on June 22, 2026. This is consistent with the prior quarter's payout of $3,092 million. Q2 share repurchases were modest at $600 million, compared with $7,850 million in Q1. Total debt was approximately $64.9 billion at quarter-end, including $2.3 billion of short-term debt. Investors should monitor the pace of AI-driven growth, the sustainability of margins, and customer concentration, which the forward-looking statements flag as a risk.

Jun 3, 2026 8-K

Shareholder Matters

Broadcom 8-K Report, Shareholder Vote Results (Apr 21, 2026)

Broadcom Inc. (AVGO) reported the results of its 2026 Annual Meeting of Stockholders held on April 20, 2026. The primary purpose of this filing is to inform investors about the outcomes of shareholder votes on key corporate governance and financial matters. All director nominees were overwhelmingly elected, and the company's independent auditor, PricewaterhouseCoopers LLP, was ratified for the upcoming fiscal year. Additionally, shareholders provided an advisory vote to approve the compensation of Broadcom's named executive officers. While this vote is advisory, the substantial support indicates general shareholder confidence in the company's executive compensation practices. The strong approval margins across all proposals reflect positive shareholder engagement and alignment with management's strategic direction and corporate governance.

Apr 21, 2026 8-K

Other Events

Broadcom 8-K Report, Corporate Update (Apr 6, 2026)

Broadcom Inc. has announced significant long-term strategic agreements with Google LLC, underscoring its critical role in supplying advanced AI infrastructure. The company has entered into a development and supply agreement for custom Tensor Processing Units (TPUs) for Google's future generations of TPUs, alongside a Supply Assurance Agreement to provide networking and other components for Google's next-generation AI racks through 2031. This dual agreement highlights Broadcom's deep integration into Google's AI ecosystem and its commitment to supporting the hardware backbone of cutting-edge artificial intelligence. Furthermore, Broadcom has expanded its strategic collaboration with Anthropic PBC. Starting in 2027, Anthropic will access approximately 3.5 gigawatts of next-generation TPU-based AI compute capacity through Broadcom, as part of a larger commitment by Anthropic. This expansion is contingent on Anthropic's continued commercial success and involves discussions with operational and financial partners for deployment. These agreements collectively signal robust demand and long-term revenue visibility for Broadcom in the rapidly growing AI market.

Apr 6, 2026 8-K

Broadcom 8-K Report, Executive Changes (Apr 2, 2026)

Broadcom Inc. (AVGO) announced a significant leadership transition in its finance department via an 8-K filing dated April 2, 2026. Effective June 12, 2026, Chief Financial Officer and Chief Accounting Officer Kirsten M. Spears will retire. In her place, the Board of Directors has appointed Amie Thuener, who will officially assume the CFO role upon Ms. Spears' departure. Ms. Thuener brings extensive experience, having served as VP, Corporate Controller, and Chief Accounting Officer at Alphabet Inc. since 2018 and prior roles at PricewaterhouseCoopers LLP. This transition includes a consulting agreement for Ms. Spears post-retirement until March 2027, during which her equity awards will continue vesting (at target for performance awards), and she will not receive additional cash compensation. Ms. Thuener's compensation package is substantial, including a $700,000 base salary, a 100% target bonus, a $1 million sign-on bonus, and significant equity awards comprising 50,000 RSUs and 50,000 PSUs, subject to vesting over four years based on continued employment and performance metrics.

Apr 2, 2026 8-K

Broadcom 8-K Report, Financial Results (Mar 4, 2026)

Broadcom reported record first-quarter fiscal 2026 results (quarter ended February 1, 2026), with net revenue of $19.3 billion, up 29% year over year, driven by semiconductor solutions, which grew 52% to $12.5 billion. AI semiconductor revenue reached $8.4 billion, up 106% year over year, and management said AI revenue growth is accelerating. GAAP net income was $7.35 billion (GAAP diluted EPS $1.50), while non-GAAP net income was $10.19 billion (non-GAAP diluted EPS $2.05). Adjusted EBITDA was $13.1 billion, or 68% of revenue, and free cash flow was $8.0 billion, or 41% of revenue. Note that GAAP net income was reduced by a $315 million excise tax benefit adjustment and Q1 non-GAAP figures exclude roughly $2.0 billion of acquisition-related amortization and $2.2 billion of stock-based compensation. Guidance for the second quarter of fiscal 2026 (ending May 3, 2026) calls for revenue of approximately $22.0 billion, up 47% year over year, with adjusted EBITDA near 68% of revenue. Management expects AI semiconductor revenue of $10.7 billion in Q2. The step-up in guided revenue is large relative to Q1, which investors will want to see sustained in subsequent quarters. Capital returns remained significant. Broadcom returned $10.9 billion to shareholders in Q1, including $3.1 billion in dividends and $7.8 billion in buybacks. The Board declared a quarterly dividend of $0.65 per share, payable March 31, 2026 to holders of record on March 23, 2026, and authorized a new $10 billion share repurchase program running through December 31, 2026. Balance sheet debt remains substantial, with total debt of about $66.1 billion against cash of $14.2 billion, and cash declined $2.0 billion during the quarter.

Mar 4, 2026 8-K

Broadcom 8-K Report, Executive Changes (Mar 2, 2026)

Broadcom Inc. (AVGO) announced that Eddy W. Hartenstein will retire from its Board of Directors at the conclusion of the company's 2026 annual meeting of stockholders. This retirement is in accordance with Broadcom's Corporate Governance Guidelines, which stipulate that directors retire upon reaching the age of 75. Mr. Hartenstein's departure is not a result of any disagreements with the company, and Broadcom expressed gratitude for his contributions. The Board of Directors will be reduced in size from nine to eight members following Mr. Hartenstein's retirement. This change reflects standard corporate governance practices and ensures the board composition aligns with the company's policies. Investors should note this as a routine governance update rather than a significant strategic shift.

Mar 2, 2026 8-K

Broadcom 8-K Report, Corporate Update (Jan 13, 2026)

Broadcom Inc. (AVGO) has filed an 8-K report on January 13, 2026, detailing a significant debt offering. The company entered into an underwriting agreement to issue and sell $4.5 billion in aggregate principal amount of senior notes. These notes are comprised of four tranches with varying maturities and interest rates: $750 million of 4.300% senior notes due 2031, $1.25 billion of 4.600% senior notes due 2033, $1.25 billion of 4.950% senior notes due 2036, and $1.25 billion of 5.700% senior notes due 2056. These notes are unsecured, unsubordinated obligations of Broadcom and rank equally with existing and future unsecured, unsubordinated debt, but are structurally subordinated to subsidiary debt. The proceeds are intended for general corporate purposes and, notably, for the repayment of existing debt. In conjunction with this offering, Broadcom and its subsidiary VMware have issued notices to redeem approximately $3.95 billion in aggregate principal of various senior notes maturing between 2027 and 2028, indicating a strategic refinancing of near-term maturities.

Jan 13, 2026 8-K

Broadcom 8-K Report, Financial Results (Dec 11, 2025)

Broadcom reported unaudited fourth-quarter and fiscal 2025 results (quarter ended November 2, 2025) that exceeded the growth trajectory of the prior year. Q4 revenue reached a record $18.0 billion, up 28% year over year, driven primarily by AI semiconductor revenue, which grew 74%. GAAP net income was $8.5 billion (GAAP diluted EPS $1.74), while non-GAAP net income was $9.7 billion (non-GAAP diluted EPS $1.95). Adjusted EBITDA was $12.2 billion, or 68% of revenue, and free cash flow was $7.5 billion, or 41% of revenue. For the full year, revenue was $63.9 billion (up 24%), adjusted EBITDA was a record $43.0 billion (up 35%), and free cash flow was $26.9 billion (up 39%). GAAP results for the quarter were flattered by a one-time, non-cash discrete tax benefit of $2.1 billion from the lapse of statutes of limitations, which produced a negative GAAP tax provision of $1.6 billion in Q4. Investors should therefore focus on operating metrics such as operating income ($7.5 billion GAAP, $11.9 billion non-GAAP) and the adjusted EBITDA margin rather than GAAP net income. Interest expense continued to decline, falling to $761 million in Q4 from $916 million a year earlier, and total long-term and short-term debt was roughly $65 billion at year end, down from about $67.6 billion a year earlier. Looking ahead, management guided first-quarter fiscal 2026 revenue to approximately $19.1 billion (up 28% year over year) and adjusted EBITDA to 67% of projected revenue. It expects AI semiconductor revenue to roughly double year over year to $8.2 billion. The Board declared a quarterly dividend of $0.65 per share, a 10% increase, payable December 31, 2025 to holders of record on December 22, 2025. Management described the $2.60 annual target as a record and the fifteenth consecutive annual dividend increase since dividends began in fiscal 2011. Cash and equivalents rose to $16.2 billion, though the company used $2.5 billion for buybacks in FY25 and continued to spend heavily on tax withholding for equity awards ($3.9 billion).

Dec 11, 2025 8-K

Broadcom 8-K Report, Corporate Update (Sep 29, 2025)

Broadcom Inc. has announced the successful issuance and sale of $5 billion in senior notes through an underwriting agreement with J.P. Morgan Securities LLC, BofA Securities, Inc., and BNP Paribas Securities Corp. This offering comprises three tranches: $1 billion of 4.200% senior notes due 2030, $2.25 billion of 4.800% senior notes due 2036, and $1.75 billion of 4.900% senior notes due 2038. These notes are unsecured, unsubordinated obligations of Broadcom Inc. and are registered under the Securities Act of 1933. The proceeds from this offering will be used by Broadcom to fund the redemption of approximately $3.64 billion in outstanding senior notes across three series (3.875% due 2027, 4.700% due 2027, and 4.650% due 2027), as announced by its subsidiaries Broadcom Corporation, Broadcom Technologies Inc., CA, Inc., and VMware LLC. This debt issuance and concurrent redemption of older, higher-coupon debt indicates proactive capital management by Broadcom. The company is refinancing existing obligations, likely to lower its overall interest expense and extend its debt maturity profile. Investors should note that while the new notes are senior unsecured obligations of Broadcom Inc., they will be structurally subordinated to the debt of Broadcom's subsidiaries, meaning subsidiary creditors would have a prior claim on subsidiary assets in the event of bankruptcy. The redemption price for the older notes includes a premium above the principal amount plus accrued interest, reflecting the terms of those original indentures.

Sep 29, 2025 8-K

Leadership ChangesExhibits & Filings

Broadcom 8-K Report, Corporate Update (Sep 10, 2025)

Broadcom filed this 8-K to supplement its prior disclosures on the VMware acquisition, which closed November 22, 2023, with unaudited pro forma condensed combined financial information for the fiscal year ended November 3, 2024. The filing reflects the transaction as if it had occurred at the start of fiscal 2024. On that basis, pro forma net revenue was $52.13 billion, up about $553 million (roughly 1.1%) from Broadcom's reported $51.57 billion. Pro forma operating income fell to $12.99 billion from $13.46 billion, and pro forma net income from continuing operations fell to $5.67 billion from $6.17 billion. Diluted EPS was $1.18 pro forma versus $1.29 reported. The main drivers of the decline are higher acquisition-related intangible amortization, stock-based compensation tied to converted VMware awards, and added interest expense on the acquisition debt. The filing also documents the consideration and financing. VMware shareholders received about $30.8 billion in cash and 544 million Broadcom shares valued at $53.4 billion, for total consideration of roughly $84 billion. The cash portion was funded with $30.4 billion of unsecured term loans under an August 2023 credit agreement. Broadcom repaid all remaining term loan obligations and terminated the credit agreement on July 11, 2025, which removes that debt from the balance sheet and reduces future interest expense. Investors should note that the pro forma figures are informational only. They exclude expected synergies, cost savings, and integration costs, and they do not project future results. They also reflect VMware's end-user computing business as discontinued operations and use the 18-day VMware stub period as the basis for the comparison. The filing contains no new guidance or forward-looking commitments.

Sep 10, 2025 8-K

Broadcom 8-K Report, Executive Changes (Sep 9, 2025)

Broadcom Inc. has filed an 8-K report detailing a significant performance stock unit (PSU) award granted to its President and Chief Executive Officer, Hock E. Tan. This "Tan PSU Award" is designed to incentivize Mr. Tan to continue leading the company through fiscal year 2030, particularly in navigating the transformative impact of Artificial Intelligence (AI) on the semiconductor and infrastructure software industries. The award is performance-based, with vesting contingent on achieving rigorous AI-related revenue targets between fiscal year 2028 and fiscal year 2030. This move signals the Board's confidence in Mr. Tan's leadership and his critical role in capitalizing on the burgeoning AI market. Furthermore, the award includes a "2023 PSU Award Holding Requirement," which mandates Mr. Tan to hold a portion of his previously vested shares from a 2022 PSU award until November 2030. This holding requirement is intended to align Mr. Tan's interests with those of stockholders and ensure continued commitment through a defined period. The structure of the Tan PSU Award, including its challenging AI revenue targets and the holding requirement for prior awards, underscores a strategic effort to foster long-term value creation driven by AI innovation and market leadership.

Sep 9, 2025 8-K

Material AgreementsOther EventsExhibits & Filings

Broadcom 8-K Report, Financial Results (Sep 4, 2025)

Broadcom reported fiscal Q3 2025 (quarter ended August 3, 2025) revenue of $15.95 billion, up 22% year over year, with a clear mix shift toward semiconductors (57% of revenue, up 26%) and infrastructure software (43%, up 17%). GAAP net income was $4.14 billion ($0.85 diluted EPS), while non-GAAP net income was $8.40 billion ($1.69 non-GAAP diluted EPS). The gap is driven largely by roughly $2.0 billion of quarterly acquisition-related intangible amortization and $2.3 billion of stock-based compensation. Adjusted EBITDA reached $10.70 billion, or 67% of revenue, up 30% year over year, and free cash flow was a record $7.02 billion, or 44% of revenue. GAAP operating income of $5.89 billion was roughly 55% above the prior-year quarter, which included restructuring and acquisition-related charges. The most important forward-looking item is management's Q4 fiscal 2025 guidance of approximately $17.4 billion in revenue (up 24% year over year) and Adjusted EBITDA of 67% of projected revenue. Management said AI semiconductor revenue is expected to rise to $6.2 billion in Q4 from $5.2 billion in Q3, which would mark eleven consecutive quarters of growth. Q3 AI revenue grew 63% year over year. The company also declared a quarterly dividend of $0.59 per share, payable September 30, 2025 to holders of record on September 22, 2025. Dividends paid in the quarter totaled $2.79 billion, and cash and equivalents rose to $10.72 billion. Total debt remains large, with long-term debt of $62.8 billion plus $1.4 billion of short-term debt, although debt declined from the prior fiscal year-end. Investors should note that the filing's Item 2.02 information is furnished rather than filed, so it is not subject to Exchange Act liability. Non-GAAP metrics exclude significant recurring items such as stock-based compensation, which is a real cost to shareholders. Q3 GAAP results also benefited from a $163 million gain on a business sale, and the Q3 GAAP tax provision was low at $1.15 billion. Diluted shares rose to 4.86 billion from 4.66 billion a year earlier, partly reflecting the VMware acquisition and stock compensation. Share repurchases were zero in Q3 after $2.45 billion in Q2.

Sep 4, 2025 8-K

Broadcom 8-K Report, Agreement Terminated (Jul 11, 2025)

Broadcom Inc. (AVGO) has announced the successful repayment of its outstanding $6.0 billion term loan facility under its existing credit agreement, which was originally set to mature in 2028. This repayment was funded by the net proceeds from a new issuance of $6.0 billion in senior notes. The new notes consist of three tranches: $1.75 billion of 4.600% senior notes due 2030, $1.75 billion of 4.900% senior notes due 2032, and $2.50 billion of 5.200% senior notes due 2035. This strategic move effectively refinances Broadcom's debt, extending its maturity profile and potentially optimizing its interest expense, while maintaining its unsecured and unsubordinated debt status. Investors should note that these new notes are not guaranteed by subsidiaries and will be structurally subordinated to subsidiary debt.

Jul 11, 2025 8-K

Broadcom 8-K Report, Financial Results (Jun 5, 2025)

Broadcom reported record second-quarter fiscal 2025 revenue of $15.0 billion, up 20% year over year, with growth led by AI semiconductor demand and the VMware infrastructure software business. GAAP net income rose 134% to $4.97 billion (GAAP diluted EPS $1.03), and non-GAAP net income rose 44% to $7.79 billion (non-GAAP diluted EPS $1.58). Adjusted EBITDA was $10.0 billion, or 67% of revenue, and free cash flow was a record $6.4 billion (43% of revenue). Sequentially, GAAP operating income declined from $6.26 billion to $5.83 billion, largely because R&D expense rose to $2.69 billion from $2.25 billion, driven by a jump in stock-based compensation. Segment results were mixed in growth terms. Semiconductor solutions revenue was $8.4 billion (up 17%), and management said AI semiconductor revenue grew 46% to over $4.4 billion. Infrastructure software revenue was $6.6 billion (up 25%). Interest expense fell to $769 million from $1.05 billion a year earlier, reflecting debt reduction. Total debt was roughly $67.3 billion against $9.5 billion of cash at quarter end, so leverage remains the key balance-sheet consideration even as cash generation strengthens. For the third quarter of fiscal 2025, Broadcom guided to revenue of about $15.8 billion (up 21% year over year) and Adjusted EBITDA of at least 66% of revenue. Management expects AI semiconductor revenue to accelerate to $5.1 billion. The company returned $7.0 billion to shareholders in the quarter ($2.8 billion in dividends and $4.2 billion in stock repurchases and tax-withholding share eliminations), and the board declared a quarterly dividend of $0.59 per share, payable June 30, 2025, to holders of record on June 20, 2025.

Jun 5, 2025 8-K

Shareholder Matters

Broadcom 8-K Report, Shareholder Vote Results (Apr 22, 2025)

Broadcom Inc. (AVGO) filed an 8-K report detailing the results of its 2025 Annual Meeting of Stockholders held on April 21, 2025. The meeting saw overwhelming approval for key governance and operational matters. All nine director nominees were overwhelmingly elected, indicating strong shareholder confidence in the current board's leadership and strategy. Furthermore, the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending November 2, 2025, was ratified with significant support. In addition to board and auditor approvals, shareholders also provided an advisory vote to approve the compensation of named executive officers. This proposal also passed, signaling that the compensation structure aligns with investor expectations. The substantial 'For' votes across all proposals, coupled with a low number of 'Against' and 'Abstain' votes, suggest a generally content shareholder base that supports the company's direction and executive remuneration policies. The consistent presence of 'Broker Non-Votes' across director elections suggests a portion of shares held in 'street name' did not have voting instructions from the beneficial owners on these specific matters.

Apr 22, 2025 8-K

Material AgreementsOther Events

Broadcom 8-K Report, Financial Results (Mar 6, 2025)

Broadcom reported first quarter fiscal 2025 results (ended February 2, 2025) that exceeded the prior-year period across nearly every metric. Net revenue rose 25% year-over-year to a record $14.9 billion, with semiconductor solutions revenue up 11% to $8.2 billion and infrastructure software up 47% to $6.7 billion. GAAP net income was $5.5 billion (diluted EPS $1.14), versus $1.3 billion (EPS $0.28) a year earlier, while non-GAAP net income reached $7.8 billion (EPS $1.60). Adjusted EBITDA increased 41% to a record $10.1 billion, or 68% of revenue, and free cash flow was $6.0 billion, up 28% year-over-year. Management attributed growth to AI semiconductor demand from hyperscale customers and to infrastructure software, which benefited from the VMware acquisition. For the second quarter of fiscal 2025 (ending May 4, 2025), Broadcom guided to revenue of approximately $14.9 billion, up about 19% year-over-year, and Adjusted EBITDA of roughly 66% of projected revenue. Management expects AI semiconductor revenue of $4.4 billion in Q2. Guidance implies flat sequential revenue against Q1 and a modest decline in EBITDA margin. The company also declared a quarterly cash dividend of $0.59 per share, payable March 31, 2025 to holders of record on March 20, 2025. Investors should weigh the strong top-line and cash generation against the leverage still on the balance sheet. Total debt (short-term plus long-term) was roughly $66.6 billion at quarter end, down from about $67.6 billion, and the company continued to repay debt while paying dividends and withholding taxes on equity vesting. Much of the GAAP-to-non-GAAP gap comes from acquisition-related intangible amortization and stock-based compensation, so investors should focus on both measures. Note that the Q2 revenue guide is flat sequentially, which may matter for expectations of continued sequential growth.

Mar 6, 2025 8-K

Broadcom 8-K Report, Agreement Terminated (Jan 13, 2025)

Broadcom Inc. (AVGO) has filed an 8-K report detailing a significant update to its credit facilities. On January 13, 2025, the company terminated its existing $7.5 billion unsecured revolving credit agreement dated January 19, 2021. This termination was a condition for entering into a new, similar $7.5 billion five-year unsecured revolving credit facility under a new Credit Agreement. Notably, Broadcom had no outstanding borrowings under the old agreement at the time of termination, and similarly, had no borrowings under the new facility on its closing date. The proceeds from any future borrowings under the new facility are designated for general corporate purposes. This strategic move effectively refinances and extends the company's credit availability without immediately increasing its debt levels, reflecting a proactive approach to managing its liquidity and financial flexibility.

Jan 13, 2025 8-K

Broadcom 8-K Report, Corporate Update (Jan 10, 2025)

Broadcom Inc. (AVGO) announced on January 10, 2025, that it has successfully completed a significant debt offering, raising $3 billion in aggregate principal amount of senior notes. This offering consists of three tranches: $1.1 billion in 4.800% senior notes due 2028, $800 million in 5.050% senior notes due 2030, and $1.1 billion in 5.200% senior notes due 2032. These notes are unsecured, unsubordinated obligations of the company and are intended to be used for general corporate purposes, including the repayment of existing debt. The issuance was made under Broadcom's existing shelf registration statement and was finalized through an underwriting agreement with a syndicate of reputable financial institutions. Investors should note that while these notes rank equally with other unsecured, unsubordinated debt of Broadcom, they are structurally subordinated to the debt and liabilities of Broadcom's subsidiaries, as they are not guaranteed by them. This move diversifies Broadcom's debt maturity profile and provides capital for strategic initiatives and financial flexibility.

Jan 10, 2025 8-K

Broadcom 8-K Report, Financial Results (Dec 12, 2024)

Broadcom reported unaudited fourth-quarter and fiscal 2024 results (quarter ended November 3, 2024). Q4 revenue rose 51% year-over-year to $14,054 million, driven by a 196% jump in infrastructure software revenue to $5,824 million (largely from the VMware acquisition) and 12% growth in semiconductor solutions to $8,230 million. GAAP diluted EPS was $0.90 versus non-GAAP diluted EPS of $1.42. Adjusted EBITDA reached $9,089 million (65% of revenue), and free cash flow was $5,482 million (39% of revenue). For the full year, revenue grew 44% to a record $51.6 billion, with AI revenue of $12.2 billion (up 220%). GAAP results are heavily distorted by acquisition accounting. Amortization of acquisition-related intangibles totaled $9.3 billion for the year, and fiscal 2024 GAAP net income fell to $5.9 billion from $14.1 billion, partly due to a one-time, non-cash discrete tax provision of $4.5 billion tied to an intra-group IP transfer to the United States. Balance sheet leverage increased sharply: goodwill rose to $97.9 billion, intangibles to $40.6 billion, and long-term debt to $66.3 billion, while cash fell to $9.3 billion from $14.2 billion. Investors should weigh the strong cash generation against the elevated debt load and the large non-cash charges embedded in GAAP figures. Management guided first-quarter fiscal 2025 revenue to approximately $14.6 billion (up 22% year-over-year) with Adjusted EBITDA near 66% of revenue. The Board declared a quarterly dividend of $0.59 per share, an 11% increase, payable December 31, 2024 to holders of record on December 23, 2024, which management said sets a record fiscal 2025 annual target of $2.36 per share.

Dec 12, 2024 8-K

Broadcom 8-K Report, Corporate Update (Oct 2, 2024)

Broadcom Inc. (AVGO) has announced the successful issuance of $5 billion in senior notes through an underwriting agreement. This debt offering comprises four tranches with varying coupon rates and maturity dates: $875 million of 4.150% notes due 2028, $1.5 billion of 4.350% notes due 2030, $875 million of 4.550% notes due 2032, and $1.75 billion of 4.800% notes due 2034. The proceeds from this offering are intended for general corporate purposes and debt repayment, indicating a strategic move to manage the company's capital structure.

Oct 2, 2024 8-K

Corporate ChangesOther EventsExhibits & Filings

Broadcom 8-K Report, Financial Results (Sep 5, 2024)

Broadcom's Q3 fiscal 2024 (quarter ended August 4, 2024) results show consolidated revenue of $13.07 billion, up 47% year over year, driven largely by the VMware acquisition. Excluding VMware, revenue grew about 4%. Semiconductor solutions revenue was $7.27 billion (up 5%), while infrastructure software reached $5.80 billion (up 200%). Non-GAAP net income was $6.12 billion and non-GAAP diluted EPS was $1.24, up from $1.05. Adjusted EBITDA rose 42% to $8.22 billion, or 63% of revenue, and free cash flow was $4.79 billion. GAAP results were distorted by a one-time, non-cash discrete tax provision of $4.5 billion tied to an intra-group transfer of IP rights to the United States. That charge produced a GAAP net loss of $1.88 billion and a GAAP diluted loss of $0.40 per share. Investors should treat the non-GAAP figures as the better gauge of run-rate profitability, while recognizing that the excluded items (about $2.3 billion of quarterly acquisition-related amortization and $1.4 billion of stock-based compensation) are substantial. Interest expense of $1.06 billion and total debt of roughly $70 billion remain significant burdens following the VMware deal, and goodwill and intangibles now total about $141 billion of the $168 billion asset base. Management guided fourth-quarter fiscal 2024 revenue to about $14.0 billion, including VMware, and Adjusted EBITDA to about 64% of revenue. The company expects AI revenue of about $12 billion for fiscal 2024, driven by Ethernet networking and custom accelerators. The Board also declared a quarterly dividend of $0.53 per share, payable September 30, 2024 to holders of record on September 19, 2024. The filing notes that the company completed a ten-for-one forward stock split on July 12, 2024, with all per-share figures retroactively adjusted.

Sep 5, 2024 8-K

Broadcom 8-K Report, Bylaw Amendment (Jul 12, 2024)

Broadcom Inc. (AVGO) has filed a Current Report on Form 8-K detailing two significant events that became effective on July 12, 2024: a ten-for-one forward stock split and the issuance of $5 billion in senior notes. The stock split, achieved through an amendment to the company's Certificate of Incorporation, increases the authorized common stock from 2.9 billion to 29 billion shares, aiming to make the stock more accessible to a broader range of investors. The company also successfully issued $5 billion in senior notes across three tranches: $1.25 billion of 5.050% notes due 2027, $2.25 billion of 5.050% notes due 2029, and $1.5 billion of 5.150% notes due 2031. These notes are unsecured and unsubordinated obligations of Broadcom, ranking equally with existing unsecured debt, but will be structurally subordinated to the debt of Broadcom's subsidiaries. The proceeds are intended for general corporate purposes and debt repayment, indicating a focus on strengthening the company's financial structure and flexibility.

Jul 12, 2024 8-K

Broadcom 8-K Report, Corporate Update (Jul 8, 2024)

Broadcom's 8-K furnishes unaudited pro forma condensed combined financial information (Exhibit 99.1) showing the effects of its November 22, 2023 acquisition of VMware, as if the deal had closed on October 31, 2022. The filing is informational and does not include synergies or integration costs. Pro forma revenue is $25.03 billion for the two fiscal quarters ended May 5, 2024, against $24.45 billion reported, after VMware's end-user computing business (classified as discontinued operations) was removed. For the fiscal year ended October 29, 2023, pro forma revenue is $48.08 billion versus $35.82 billion reported, reflecting a full year of VMware's subscription-heavy revenue base. The larger change is in profitability and capital structure. Amortization of acquired intangibles and higher interest costs substantially reduce reported-basis earnings. For FY2023, pro forma operating income falls to $11.89 billion from $16.21 billion, and pro forma diluted EPS is $16.77 versus $32.98 reported, though the share count rises by about 56 million shares issued to VMware holders. For the first half of FY2024, pro forma diluted EPS is $8.09 versus $7.29 reported, because the first-half figures include only 18 days of VMware results and the pro forma share count is higher. Pro forma interest expense is $4.22 billion for FY2023, against $1.62 billion reported, reflecting roughly $30.4 billion of new unsecured term loans at floating SOFR-based rates. A 12.5 basis point rate move changes annual interest expense by about $38 million. For investors, the filing mainly quantifies how much VMware expands Broadcom's recurring revenue base while adding material acquisition amortization, depreciation and stock-compensation charges, and debt-service costs. Because the figures are pro forma and unaudited, they are best used to judge run-rate economics and the earnings drag from purchase accounting and leverage, not as forecasts of reported results.

Jul 8, 2024 8-K

Broadcom 8-K Report, Financial Results (Jun 12, 2024)

Broadcom's 8-K filed June 12, 2024 furnishes its unaudited Q2 fiscal 2024 results (quarter ended May 5, 2024) and announces three items: a quarterly cash dividend of $5.25 per share, a ten-for-one forward stock split, and raised fiscal 2024 guidance. Revenue was $12,487 million, up 43% year over year, with the increase driven largely by the VMware acquisition. Excluding VMware, revenue grew 12%, per the CFO. GAAP net income was $2,121 million (GAAP diluted EPS $4.42), down from $3,481 million a year earlier, reflecting higher amortization of acquisition-related intangibles, interest expense, and restructuring charges. Non-GAAP net income was $5,394 million (non-GAAP diluted EPS $10.96), up from $4,489 million, and Adjusted EBITDA rose 31% to $7,429 million, or 59% of revenue. Free cash flow was $4,448 million, about 36% of revenue. Management raised fiscal 2024 revenue guidance to approximately $51.0 billion (up 42% year over year, including VMware) and Adjusted EBITDA guidance to about 61% of revenue. CEO Hock Tan attributed results to record AI product revenue of $3.1 billion and accelerating infrastructure software revenue from VMware. The balance sheet changed materially after the VMware deal: total assets reached $175.2 billion, long-term debt was about $71.6 billion, and cash fell to $9.8 billion from $14.2 billion at fiscal year-end 2023. Investors should weigh the strong growth and cash generation against the leverage and integration risks. The stock split is intended to make shares more accessible, and split-adjusted trading begins July 15, 2024. The dividend of $5.25 per share is payable June 28, 2024 to holders of record at the close of business on June 24, 2024. Per the filing, the split works by issuing nine additional shares for each share held after market close on July 12, 2024, for stockholders of record after the close on July 11, 2024.

Jun 12, 2024 8-K

Shareholder Matters

Broadcom 8-K Report, Shareholder Vote Results (Apr 24, 2024)

Broadcom Inc. (AVGO) filed an 8-K on April 23, 2024, reporting on the outcomes of its 2024 Annual Meeting of Stockholders held on April 22, 2024. The key takeaways for investors are the overwhelming approval of the company's director nominees, the ratification of PricewaterhouseCoopers LLP as the independent auditor for the upcoming fiscal year, and the advisory approval of executive compensation. These results indicate strong shareholder confidence in the current leadership and the company's governance practices. The election of all nine director nominees, with significant "For" votes across the board, suggests that stockholders are aligned with the strategic direction and oversight provided by the board. The ratification of the auditor with a substantial majority, and the advisory approval of executive compensation, further underscore shareholder support for Broadcom's operational and financial management. Investors can view these outcomes as positive indicators of stability and continued trust in the company's management team.

Apr 24, 2024 8-K

Broadcom 8-K Report, Financial Results (Mar 7, 2024)

Broadcom's first quarter fiscal 2024 (ended February 4, 2024) showed consolidated net revenue of $11,961 million, up 34% year-over-year, driven primarily by the VMware acquisition, which is now contributing to the infrastructure software segment (revenue of $4,571 million, up 153%). Semiconductor revenue grew 4% to $7,390 million, with management citing strong demand for AI data center networking products and custom AI accelerators from hyperscalers. Excluding VMware, consolidated revenue rose about 11%. Non-GAAP diluted EPS was $10.99 versus GAAP diluted EPS of $2.84, and GAAP net income fell sharply to $1,325 million from $3,774 million a year earlier, largely reflecting higher amortization of acquisition-related intangibles, interest expense ($926 million), and restructuring and other charges ($712 million total in operating income adjustments). Cash generation remained strong, with operating cash flow of $4,815 million, free cash flow of $4,693 million (39% of revenue), and adjusted EBITDA of $7,156 million (60% of revenue). Management reiterated fiscal 2024 guidance of approximately $50.0 billion in revenue and roughly $30 billion in adjusted EBITDA, and said it has begun paying down debt, with $3 billion repaid to date in 2024. Long-term debt rose to $73.5 billion from $37.6 billion following the VMware-related borrowings, so deleveraging is a key watch item. The company also declared a quarterly dividend of $5.25 per share, payable March 29, 2024 to holders of record on March 21, 2024, and repurchased and eliminated 7.7 million shares for $8.29 billion in the quarter, including tax withholding payments. Investors should weigh the strong non-GAAP profitability and cash flow against the heavy leverage and the large gap between GAAP and non-GAAP earnings, which is driven by acquisition accounting and stock-based compensation. The durability of the AI-driven semiconductor growth and the pace of debt reduction will be central to the investment thesis in the coming quarters.

Mar 7, 2024 8-K

Earnings & ResultsFinancial EventsOther Events+1

Broadcom 8-K Report, Executive Changes (Feb 9, 2024)

Broadcom Inc. (AVGO) announced a change to its Board of Directors via an 8-K filing on February 8, 2024. The key event is the appointment of Kenneth Y. Hao, Chairman and Managing Partner of Silver Lake, as an independent director, effective February 5, 2024. This appointment expands the Board to ten members and brings valuable industry experience from a prominent private equity firm specializing in technology. Additionally, the filing notes the retirement of director Raul Fernandez, who will not stand for re-election at the upcoming 2024 annual meeting. Mr. Fernandez intends to complete his current term. Investors should note that this departure is stated as not being due to any disagreement. The addition of Mr. Hao, a significant figure in the tech investment landscape, may signal continued strategic focus and potential future growth initiatives for Broadcom.

Feb 9, 2024 8-K/A

Exhibits & Filings

Broadcom 8-K/A Report, Exhibit Filing (Feb 8, 2024)

This Form 8-K/A is Broadcom's amendment to its November 22, 2023 completion report for the VMware acquisition. It supplies VMware's audited fiscal 2023 financials (incorporated by reference), unaudited financials for the nine months ended November 3, 2023, and pro forma combined financial information. The transaction valued VMware at about $86.3 billion in total merger consideration, paid as $142.50 per share in cash or 0.2520 Broadcom shares, with each form capped at 50% of VMware's shares. Broadcom funded the cash portion with cash on hand and $30.4 billion of new term loans, and recorded a preliminary estimated goodwill of about $53.9 billion and identifiable intangibles of about $46.9 billion. VMware's recent results were solid. Nine-month revenue rose about 5% to $10.14 billion, and third-quarter revenue grew about 7.5% to $3.45 billion, led by subscription and SaaS growth of roughly 41%, while license revenue declined. Third-quarter operating income nearly doubled to $699 million and net income rose to $539 million from $231 million. Offsetting these gains are Dell-related revenue, which accounted for about 35% of VMware's third-quarter revenue, and a $85 million accrual for the Cirba patent litigation. On a pro forma basis, Broadcom's fiscal 2023 net revenue would have been about $48.1 billion, with pro forma operating income of about $11.8 billion and pro forma net income from continuing operations of about $8.0 billion, or $16.64 per diluted share. Pro forma total debt rises to roughly $77 billion, versus about $37 billion for Broadcom alone. The filing also flags a planned sale of VMware's end-user computing business and other real property within a year, with held-for-sale assets of about $7.2 billion and liabilities of about $3.2 billion. These figures are preliminary, excluding synergies, and subject to change as valuations are finalized.

Feb 8, 2024 8-K

Broadcom 8-K Report, Financial Results (Dec 7, 2023)

Broadcom's December 7, 2023 8-K covers three items: fourth-quarter and fiscal 2023 results (Item 2.02), a restructuring charge estimate tied to the VMware acquisition (Item 2.05), and a quarterly dividend declaration (Item 8.01). Q4 FY23 revenue was $9,295 million, up 4% year over year, with semiconductor solutions at $7,326 million (+3%) and infrastructure software at $1,969 million (+7%). GAAP diluted EPS was $8.25 and non-GAAP diluted EPS was $11.06. Free cash flow was $4,723 million, or 51% of revenue, and adjusted EBITDA was $6,048 million, or 65% of revenue. For full fiscal 2023, revenue grew 8% to a record $35.8 billion and free cash flow reached $17.6 billion. The forward-looking items are the most important for investors. Management guided fiscal 2024 revenue to approximately $50.0 billion, a 40% increase that includes VMware, and adjusted EBITDA to roughly 60% of projected revenue. The CEO stated that semiconductor revenue should sustain a mid-to-high single-digit growth rate, with VMware driving most of the consolidated increase. The company also disclosed that it expects about $1.3 billion in charges through fiscal 2025 for VMware-related cost reduction, following the VMware acquisition that closed on November 22, 2023. The board declared a quarterly dividend of $5.25 per share, a 14% increase, payable December 29, 2023 to holders of record on December 20, 2023. Management described this as putting the annual dividend on track for a record $21.00 per share in fiscal 2024. Investors should weigh the higher leverage implied by the acquisition, with long-term debt of about $39.2 billion on the balance sheet at year-end, against the expected cash flow growth from VMware. Note that the press release figures are unaudited and that non-GAAP measures exclude significant items such as stock-based compensation and amortization of acquired intangibles.

Dec 7, 2023 8-K

Acquisitions & DispositionsFinancial EventsOther Events+1

Broadcom 8-K Report, Acquisition Completed (Nov 22, 2023)

On November 22, 2023, Broadcom completed its acquisition of VMware through a multi-step merger structure: VMware first merged into a Broadcom subsidiary, was converted into a Delaware LLC, and then merged into a further Broadcom subsidiary. Each VMware Class A common share was converted into the right to receive either $142.50 in cash or 0.25200 of a Broadcom common share, at the holder's election. Both forms of consideration were subject to proration so that each represented 50% of VMware's outstanding shares. VMware equity awards were converted into a mix of cash, Broadcom shares, or Broadcom restricted stock units on the same 50/50 basis. Broadcom funded the cash portion with cash on hand and borrowings under a senior unsecured term loan. It drew the full $28.39 billion available under the August 15, 2023 Credit Agreement. The proceeds were also designated for working capital, refinancing VMware's existing indebtedness, and paying related costs. The filing does not disclose the total purchase price, the aggregate cash or share amounts issued, or the pro forma financial impact. Broadcom has committed to file the required financial statements and pro forma information by amendment within 71 days. For investors, the key developments are the close of a major software acquisition, a substantial increase in Broadcom's debt load, and a stated strategic focus on private and hybrid cloud infrastructure, centered on VMware Cloud Foundation. The company's forward-looking statements flag risks including integration, realization of synergies, customer and partner retention, key personnel retention, and the need to service significant indebtedness.

Nov 22, 2023 8-K

Broadcom 8-K Report, Corporate Update (Oct 30, 2023)

Broadcom Inc. (AVGO) filed this Form 8-K on October 30, 2023 to furnish a joint press release with VMware, Inc. (VMW) providing an update on their pending merger. The companies stated they expect the transaction to close soon, and in any event before the expiration of the merger agreement, because the remaining condition has been satisfied and there is no legal impediment to closing under U.S. merger regulations. The filing is largely procedural (Item 8.01, Other Events), but it confirms that regulatory clearances have been obtained across numerous jurisdictions, including Australia, Brazil, Canada, the European Union, Japan, the United Kingdom, and China-adjacent markets such as Taiwan, and that foreign investment control clearance has been received in all necessary jurisdictions. The most investor-relevant disclosure is the final election results for merger consideration. Each VMware share is convertible into either $142.50 in cash or 0.2520 of a Broadcom share, subject to proration so that 50% of VMware shares receive cash and 50% receive stock. Approximately 96% of VMware shares elected stock, which after proration means about 52.1% of outstanding VMware shares convert to Broadcom stock and about 47.9% convert to cash. The roughly 4% of shares that elected cash, made no valid election, or missed the October 23, 2023 deadline will receive $142.50 in cash. The proration mechanism means the final cash and stock mix is set by the election outcome rather than by individual choice. Investors should note that the filing contains standard forward-looking statement cautions, including risks related to closing conditions, integration, personnel retention, legal proceedings, and macroeconomic and semiconductor cyclicality. The filing also states that it is not an offer or solicitation of securities, and it refers shareholders to the S-4 registration statement and proxy statement/prospectus dated October 3, 2022 for full transaction details.

Oct 30, 2023 8-K

Broadcom 8-K Report, Corporate Update (Oct 18, 2023)

Broadcom Inc. (AVGO) and VMware, Inc. (VMW) issued a joint press release on October 18, 2023, announcing that the election deadline for VMware stockholders of record to choose their form of merger consideration is 5:00 p.m. Eastern Time on October 23, 2023. Stockholders holding shares through a bank, broker or other nominee may face an earlier deadline and should review their nominee's instructions. The parties continue to expect the Transaction to close on October 30, 2023, subject to regulatory approvals and other customary closing conditions. For each VMware share, holders may elect either $142.50 in cash or 0.2520 of a share of Broadcom common stock, with cash in lieu of fractional shares. The consideration is prorated so that 50% of outstanding VMware shares convert into cash and 50% into Broadcom stock. Holders who make no election will receive consideration determined under the merger agreement's proration methodology. Because the mix is fixed at 50/50, an individual's election affects the certainty of the cash versus stock outcome rather than the aggregate split. The filing is largely procedural and contains no new financial results. Its forward-looking statements flag key risks, including the ability to secure regulatory approvals, successful integration of VMware, and significant indebtedness incurred to finance the deal, which investors should monitor as closing approaches.

Oct 18, 2023 8-K

Material AgreementsFinancial EventsOther Events+1

Broadcom 8-K Report, Financial Results (Aug 31, 2023)

Broadcom's 8-K filed August 31, 2023 reports unaudited results for fiscal Q3 2023 (ended July 30, 2023) and a Q4 outlook. Revenue was $8,876 million, up 5% year over year, with semiconductor solutions at $6,941 million (78% of revenue) and infrastructure software at $1,935 million (22%). Non-GAAP diluted EPS was $10.54 versus $9.73 a year earlier, while GAAP diluted EPS was $7.74 versus $7.15. Adjusted EBITDA reached $5,801 million, about 65% of revenue, and free cash flow was $4,597 million. Management attributed demand to networking for hyperscale AI cluster build-outs. The company guided fourth-quarter fiscal 2023 revenue to approximately $9.27 billion, up about 4% year over year, with Adjusted EBITDA near 65% of revenue. It also declared a quarterly cash dividend of $4.60 per share, payable September 29, 2023 to holders of record on September 21, 2023. During the quarter Broadcom repurchased and eliminated 2.9 million shares for $2,167 million, including $1,707 million of open-market buybacks and $460 million of tax withholding on vested equity awards. Balance sheet items to note are cash of $12,055 million against long-term debt of roughly $39.3 billion including current portion, and total stockholders' equity of $22,079 million. Intangible assets fell from $7,111 million to $4,654 million over the nine-month period, reflecting ongoing amortization. The results are presented alongside the pending VMware acquisition, which the forward-looking statements flag as a key integration and completion risk. Investors should weigh the strong cash generation and dividend against leverage and the execution risk of that transaction.

Aug 31, 2023 8-K

Broadcom 8-K Report, Material Agreement (Aug 16, 2023)

Broadcom Inc. (AVGO) has entered into a significant Credit Agreement, dated August 15, 2023, establishing up to $28.39 billion in unsecured term loan facilities. This financing is specifically earmarked to fund the pending acquisition of VMware, Inc. The agreement comprises three distinct unsecured term facilities: Term A-2 ($10.695 billion), Term A-3 ($10.695 billion), and Term A-5 ($7 billion), with provisions for an additional $2 billion "Term Loan Increase." These facilities mature at different points, ranging from two to five years after the "Funding Date," which is contingent upon the consummation of the VMware acquisition. This move signifies a critical step in Broadcom's strategy to acquire VMware, with the debt financing structured to support the transaction's closing. Notably, the company has also terminated a previously arranged $32 billion senior unsecured bridge facility, indicating a shift in its financing strategy for this acquisition. While the Credit Agreement includes customary covenants, a key financial covenant requires Broadcom to maintain a Consolidated Interest Coverage Ratio of not less than 2.00:1.00, starting from the first full quarter after the Funding Date.

Aug 16, 2023 8-K

Leadership ChangesShareholder Matters

Broadcom 8-K Report, Financial Results (Jun 1, 2023)

Broadcom reported fiscal Q2 2023 (ended April 30, 2023) revenue of $8,733 million, up 8% year over year, with semiconductor solutions up 9% to $6,808 million and infrastructure software up 3% to $1,925 million. Adjusted EBITDA rose 575 million to $5,686 million, a 65% margin. GAAP diluted EPS was $8.15 (up from $5.93) and non-GAAP diluted EPS was $10.32 (up from $9.07). Management attributed growth to demand for next-generation technologies from hyperscale customers, while enterprise and service provider demand was described as sustained. Free cash flow was $4,380 million, up 5% from $4,158 million a year earlier. Cash from operations was $4,502 million, and capital expenditures were a light $122 million. Capital returns were substantial. The company spent $3,420 million on share repurchases and eliminations, including $2,806 million of open-market repurchases and $614 million of tax withholding on vested equity awards. It paid a $4.60 per share dividend ($1,914 million) on March 31, 2023, and the Board declared another $4.60 quarterly dividend, payable June 30, 2023 to holders of record on June 22, 2023. Cash ended the quarter at $11,553 million. Total debt (current plus long-term) was about $39.3 billion, and stockholders' equity was $22.0 billion. Intangible assets declined to $5.4 billion from $7.1 billion, largely reflecting ongoing amortization of acquisition-related intangibles. For fiscal Q3 2023 (ending July 30, 2023), management guided to revenue of approximately $8.85 billion, up about 5% year over year, and adjusted EBITDA of roughly 65% of projected revenue. Management said the outlook reflects continued networking leadership and a "measured ramp" into large-scale AI networks. Sequentially, Q2 revenue was down from $8,915 million in Q1, so the guide implies a modest rebound. Note that the filing furnishes the press release under Item 2.02 and does not treat it as filed for Exchange Act purposes. Guidance is forward-looking and subject to the risk factors listed in the release, including customer concentration, semiconductor cyclicality, and integration risk from the VMware acquisition.

Jun 1, 2023 8-K

Regulation FD

Broadcom 8-K Report, Regulation FD Disclosure (May 23, 2023)

Broadcom Inc. (AVGO) announced on May 23, 2023, that its subsidiaries have entered into two multi-year statements of work (SOWs) with Apple Inc. These agreements, dated May 22, 2023, cover the supply of a range of specified high-performance radio frequency (RF) and wireless components and modules. The components will be used in Apple's upcoming products. Under the terms of these SOWs, Broadcom is committed to supplying Apple with these specified components and modules. A crucial aspect of the agreement is Broadcom's commitment to maintain and allocate sufficient manufacturing capacity and other resources to ensure the timely production of these critical components for Apple's product pipeline. This announcement highlights a significant ongoing business relationship between two major technology players.

May 23, 2023 8-K

Broadcom 8-K Report, Executive Changes (Apr 6, 2023)

Broadcom Inc. (AVGO) filed an 8-K on April 6, 2023, detailing the outcomes of its 2023 Annual Meeting of Stockholders held on April 3, 2023. The most significant information for investors revolves around the shareholder votes. Notably, all nine director nominees were overwhelmingly elected, and the appointment of PricewaterhouseCoopers LLP as the independent auditor was ratified. A key development was the shareholder approval of the amendment and restatement of the 2012 Stock Incentive Plan, which impacts executive compensation frameworks. However, investors should pay close attention to the advisory vote on executive compensation, which was *not* approved by a majority of shareholders. This indicates a potential disconnect or concern regarding how the company compensates its named executive officers. In line with its recommendation and past practice, Broadcom will continue to hold an advisory vote on executive compensation annually, as indicated by a strong majority vote for a one-year frequency.

Apr 6, 2023 8-K

Broadcom 8-K Report, Financial Results (Mar 2, 2023)

Broadcom reported first-quarter fiscal 2023 results (quarter ended January 29, 2023) with net revenue of $8,915 million, up 16% year over year from $7,706 million. The growth was driven by the Semiconductor Solutions segment, which rose 21% to $7,107 million, while Infrastructure Software declined 1% to $1,808 million. GAAP diluted EPS was $8.80 (up from $5.59), and non-GAAP diluted EPS was $10.33 (up from $8.39). Adjusted EBITDA reached $5,678 million, a 64% margin, and free cash flow was $3,933 million, up 16% year over year. Sequentially, revenue was roughly flat versus the prior quarter's $8,930 million, and free cash flow declined from $4,461 million. Management guided second-quarter fiscal 2023 revenue to approximately $8.7 billion, an 8% increase year over year, with Adjusted EBITDA of about 64.5% of projected revenue. Guidance implies a sequential revenue decline of roughly 2.5%, a point investors will weigh against the reported growth. Management expects even stronger free cash flow in the second quarter. Capital allocation remained shareholder-focused. The company repurchased and eliminated 2.7 million shares for $1,521 million, including $1,188 million in open-market buybacks and $333 million in tax withholding on equity award vesting. It paid a $4.60 per share dividend totaling $1,926 million on December 30, 2022, and declared another $4.60 quarterly dividend payable March 31, 2023 to holders of record on March 22, 2023. Total debt fell to about $39.3 billion from about $39.5 billion, and cash rose to $12,647 million. The filing does not disclose any changes to the VMware acquisition status beyond risk factor references.

Mar 2, 2023 8-K

Broadcom 8-K Report, Financial Results (Dec 8, 2022)

Broadcom reported unaudited fourth-quarter fiscal 2022 results (quarter ended October 30, 2022) with net revenue of $8.93 billion, up 21% year over year, and GAAP net income of $3.36 billion, or $7.83 per diluted share. Non-GAAP diluted EPS was $10.45, up from $7.81. Adjusted EBITDA reached $5.72 billion, roughly 64% of revenue, and free cash flow was $4.46 billion, or 50% of revenue. Growth was led by Semiconductor solutions, which rose 26% to $7.09 billion, while Infrastructure software grew 4% to $1.84 billion. For full fiscal 2022, revenue rose 21% to a record $33.2 billion and free cash flow was $16.3 billion, or 49% of revenue. For shareholders, the most notable items are capital return and guidance. The Board declared a quarterly common dividend of $4.60 per share, a 12% increase, payable December 30, 2022 to holders of record on December 20, 2022. Management said it will resume the remaining $13 billion authorized share repurchase programs, and it characterized the $18.40 annual dividend target for fiscal 2023 as a record. First-quarter fiscal 2023 guidance calls for revenue of about $8.9 billion, up 16% year over year, and Adjusted EBITDA of about 63% of projected revenue. Several considerations temper the picture. GAAP results still carry heavy acquisition-related amortization, and total debt of roughly $39.5 billion remains large relative to equity of $22.7 billion, a point that matters given the ongoing VMware acquisition integration risks cited in the forward-looking statements. Investors should also note that the 8-K's Item 2.02 information is furnished rather than filed, and that guidance is subject to material variation.

Dec 8, 2022 8-K

Broadcom 8-K Report, Executive Changes (Nov 2, 2022)

Broadcom Inc. (AVGO) announced on November 1, 2022, that its Board of Directors has granted significant performance stock unit (PSU) awards to its President and CEO, Hock E. Tan, and President of the Semiconductor Solutions Group, Charlie B. Kawwas. These awards are designed to incentivize long-term growth and substantial shareholder returns, with vesting contingent on both aggressive stock price performance milestones and continued service over a five-year period. This move directly aligns executive compensation with shareholder value creation, particularly with the pending acquisition of VMware, Inc. in focus. The structure of these awards means that significant compensation is "at risk," with payouts only occurring if Broadcom's stock price achieves specific, demanding targets and its stockholders realize considerable value appreciation. The PSU awards for both Mr. Tan and Dr. Kawwas are structured with three distinct stock price hurdles, requiring the average stock price over 20 trading days to reach or exceed $825, $950, and $1,125 respectively, during a defined earning period. These targets represent substantial increases from the grant date closing price. The grants also include provisions for vesting acceleration or pro-rata vesting in specific scenarios such as change in control, termination without cause, retirement, death, or disability, with associated performance metrics like compound annual growth rate (CAGR) applicable in certain cases before the earning period. The estimated grant date fair value for these performance-based awards is substantial, totaling approximately $161 million for Mr. Tan and $48 million for Dr. Kawwas, underscoring the board's confidence in the executives' ability to drive future value.

Nov 2, 2022 8-K

Broadcom 8-K Report, Financial Results (Sep 1, 2022)

Broadcom reported fiscal Q3 2022 (ended July 31, 2022) results that beat the top line and showed strong profitability. Revenue was $8,464 million, up 25% year over year, with semiconductor solutions at $6,624 million (+32%) and infrastructure software at $1,840 million (+5%). GAAP net income rose to $3,074 million (GAAP diluted EPS $7.15), and non-GAAP diluted EPS was $9.73. Operating income grew 32% to $3,737 million on a GAAP basis, and Adjusted EBITDA reached $5,378 million. Cash from operations was $4,424 million, and after $116 million of capex, free cash flow was $4,308 million, or 51% of revenue. Capital returns remained a central theme. Broadcom returned $3.2 billion to shareholders in the quarter, including $1.7 billion in dividends and $1.5 billion in open-market repurchases, and it repurchased and eliminated 3.2 million shares in total for $1,792 million including tax-withholding payments. The Board declared a $4.10 quarterly common dividend, payable September 30, 2022 to holders of record on September 22, 2022, and a $20.00 quarterly dividend on the 8.00% Mandatory Convertible Preferred Stock, Series A. Cash and equivalents ended the quarter at $9,977 million, while long-term debt of $39,191 million (plus $304 million current) remains a substantial leverage consideration, with interest expense of $406 million in the quarter. Management guided fourth-quarter fiscal 2022 revenue to approximately $8.9 billion, up about 20% year over year, with Adjusted EBITDA of roughly 63% of projected revenue. Management also said it expects free cash flow to be strong in Q4. The filing notes that the earnings release is furnished under Item 2.02 and not treated as filed under the Exchange Act. Key risks flagged in the forward-looking statements include the pending VMware acquisition, customer concentration, cyclicality in semiconductors, and the debt burden.

Sep 1, 2022 8-K

Broadcom 8-K Report, Executive Changes (Jul 11, 2022)

Broadcom Inc. (AVGO) announced a significant executive change within its leadership structure through an 8-K filing on July 11, 2022, pertaining to events on July 5, 2022. Thomas H. Krause, President of the Broadcom Software Group, has resigned effective July 15, 2022, to pursue an opportunity at another software company. Importantly, his departure is not attributed to any disagreements with the company regarding its performance or financial matters. Mr. Krause will support a transition of his duties.

Jul 11, 2022 8-K