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8-K_1067983_0001193125-21-240173(1).htm
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8-K
BERKSHIRE HATHAWAY INC DE false 0001067983 0001067983 2021-08-07 2021-08-07 0001067983 us-gaap:CommonClassAMember 2021-08-07 2021-08-07 0001067983 us-gaap:CommonClassBMember 2021-08-07 2021-08-07 0001067983 brka:M0.750SeniorNotesDue202310Member 2021-08-07 2021-08-07 0001067983 brka:M1.125SeniorNotesDue20271Member 2021-08-07 2021-08-07 0001067983 brka:M1.625SeniorNotesDue20352Member 2021-08-07 2021-08-07 0001067983 brka:M1.300SeniorNotesDue20243Member 2021-08-07 2021-08-07 0001067983 brka:M2.150SeniorNotesDue20284Member 2021-08-07 2021-08-07 0001067983 brka:M0.625SeniorNotesDue20235Member 2021-08-07 2021-08-07 0001067983 brka:M0.000SeniorNotesDue20256Member 2021-08-07 2021-08-07 0001067983 brka:M2.375SeniorNotesDue20397Member 2021-08-07 2021-08-07 0001067983 brka:M0.500SeniorNotesDue20418Member 2021-08-07 2021-08-07 0001067983 brka:M2.625SeniorNotesDue20599Member 2021-08-07 2021-08-07 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) August 7, 2021 BERKSHIRE HATHAWAY INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
001-14905
47-0813844
(STATE OR OTHER JURISDICTION OF INCORPORATION)
(COMMISSION FILE NUMBER)
(I.R.S. EMPLOYER IDENTIFICATION NO.)
3555 Farnam Street
Omaha, Nebraska
68131
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE) (402) 346-1400 REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE (Former name or former address, if changed since last report.) 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 (see General Instruction A.2. below):
☐
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)) Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbols
Name of each exchange on which registered
Class A Common Stock
BRK.A
New York Stock Exchange
Class B Common Stock
BRK.B
New York Stock Exchange
0.750% Senior Notes due 2023
BRK23
New York Stock Exchange
1.125% Senior Notes due 2027
BRK27
New York Stock Exchange
1.625% Senior Notes due 2035
BRK35
New York Stock Exchange
1.300% Senior Notes due 2024
BRK24
New York Stock Exchange
2.150% Senior Notes due 2028
BRK28
New York Stock Exchange
0.625% Senior Notes due 2023
BRK23A
New York Stock Exchange
0.000% Senior Notes due 2025
BRK25
New York Stock Exchange
2.375% Senior Notes due 2039
BRK39
New York Stock Exchange
0.500% Senior Notes due 2041
BRK41
New York Stock Exchange
2.625% Senior Notes due 2059
BRK59
New York Stock Exchange 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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 2.02
Results of Operations and Financial Condition. On August 7, 2021, Berkshire Hathaway Inc. issued a press release announcing the Company’s earnings for the second quarter and first six months ended June 30, 2021. A copy of this press release is furnished with this report as an exhibit to this Form 8-K.
ITEM 9.01
Financial Statements and Exhibits
Exhibit 99.1
Berkshire Hathaway Inc. Earnings Release Dated August 7, 2021.
Exhibit 104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES 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.
August 9, 2021
BERKSHIRE HATHAWAY INC.
/s/ Marc D. Hamburg
By: Marc D. Hamburg
Senior Vice President and Chief Financial Officer
|
8-K_1045810_0001045810-23-000171.htm
|
nvda-202308230001045810false00010458102023-08-232023-08-23UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549______________FORM 8-K CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934Date of Report (Date of earliest event reported): August 23, 2023 NVIDIA CORPORATION(Exact name of registrant as specified in its charter)Delaware0-2398594-3177549(State or other jurisdiction(Commission(IRS Employerof incorporation)File Number)Identification No.)2788 San Tomas Expressway, Santa Clara, CA 95051 (Address of principal executive offices) (Zip Code)Registrant’s telephone number, including area code: (408) 486-2000 Not Applicable(Former name or former address, if changed since last report)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))Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, $0.001 par value per shareNVDAThe Nasdaq Global Select MarketIndicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 2.02 Results of Operations and Financial Condition.On August 23, 2023, NVIDIA Corporation, or the Company, issued a press release announcing its results for the quarter ended July 30, 2023. The press release is attached as Exhibit 99.1 and is incorporated herein by reference.Attached hereto as Exhibit 99.2 and incorporated by reference herein is financial information and commentary by Colette M. Kress, Executive Vice President and Chief Financial Officer of the Company, regarding results of the quarter ended July 30, 2023, or the CFO Commentary. The CFO Commentary will be posted to http://investor.nvidia.com immediately after the filing of this Current Report.The press release and CFO Commentary are furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information in this Current Report shall not be incorporated by reference in any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.Item 9.01. Financial Statements and Exhibits.(d) Exhibits ExhibitDescription99.1Press Release, dated August 23 2023, entitled "NVIDIA Announces Financial Results for Second Quarter Fiscal 2024"99.2CFO Commentary on Second Quarter Fiscal 2024 Results104The cover page of this Current Report on Form 8-K, formatted in inline XBRL (included as Exhibit 101)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. NVIDIA CorporationDate: August 23, 2023By: /s/ Colette M. Kress Colette M. Kress Executive Vice President and Chief Financial Officer
|
8-K_320193_0001193125-14-277193.htm
|
8-K
1
d757212d8k.htm
FORM 8-K
FORM 8-K
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
July 23, 2014 Date of Report (Date of earliest event reported)
APPLE INC.
(Exact name of registrant as specified in its charter)
California
000-10030
94-2404110
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1 Infinite Loop Cupertino, California 95014 (Address of principal executive offices)
(Zip Code) Registrants telephone number, including area code
(408) 996-1010 Not applicable
(Former name or former address, if changed since last report.) 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))
Item 8.01
Other Events. The Description of Common
Stock set forth in Exhibit 99.1 is being filed for the purpose of providing an updated description of the capital stock of Apple Inc. (the Company). The Description of Common Stock set forth in Exhibit 99.1 is incorporated herein by
reference, modifies and supersedes any prior description of the capital stock of the Company in any registration statement or report filed with the Securities and Exchange Commission (the Commission) and will be available for
incorporation by reference into certain of the Companys filings with the Commission pursuant to the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and forms promulgated thereunder.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits The following exhibit is filed
herewith:
ExhibitNumber
Description
99.1
Description of Common Stock.
SIGNATURES 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.
APPLE INC.
(Registrant)
Date: July 23, 2014
By:
/s/ D. Bruce Sewell
D. Bruce Sewell Senior Vice
President, General Counsel and Secretary
EXHIBIT INDEX
ExhibitNumber
Description
99.1
Description of Common Stock.
|
8-K_320193_0000320193-23-000005.htm
|
aapl-20230202false000032019300003201932023-02-022023-02-020000320193us-gaap:CommonStockMember2023-02-022023-02-020000320193aapl:A1.375NotesDue2024Member2023-02-022023-02-020000320193aapl:A0.000Notesdue2025Member2023-02-022023-02-020000320193aapl:A0.875NotesDue2025Member2023-02-022023-02-020000320193aapl:A1.625NotesDue2026Member2023-02-022023-02-020000320193aapl:A2.000NotesDue2027Member2023-02-022023-02-020000320193aapl:A1.375NotesDue2029Member2023-02-022023-02-020000320193aapl:A3.050NotesDue2029Member2023-02-022023-02-020000320193aapl:A0.500Notesdue2031Member2023-02-022023-02-020000320193aapl:A3.600NotesDue2042Member2023-02-022023-02-02UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 8-KCURRENT REPORTPursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934February 2, 2023Date of Report (Date of earliest event reported)Apple Inc.(Exact name of Registrant as specified in its charter)California 001-36743 94-2404110(State or other jurisdictionof incorporation) (CommissionFile Number) (I.R.S. EmployerIdentification No.)One Apple Park Way Cupertino, California 95014 (Address of principal executive offices) (Zip Code)(408) 996-1010 (Registrant’s telephone number, including area code)Not applicable(Former name or former address, if changed since last report.)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))Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading symbol(s)Name of each exchange on which registeredCommon Stock, $0.00001 par value per shareAAPLThe Nasdaq Stock Market LLC1.375% Notes due 2024—The Nasdaq Stock Market LLC0.000% Notes due 2025—The Nasdaq Stock Market LLC0.875% Notes due 2025—The Nasdaq Stock Market LLC1.625% Notes due 2026—The Nasdaq Stock Market LLC2.000% Notes due 2027—The Nasdaq Stock Market LLC1.375% Notes due 2029—The Nasdaq Stock Market LLC3.050% Notes due 2029—The Nasdaq Stock Market LLC0.500% Notes due 2031—The Nasdaq Stock Market LLC3.600% Notes due 2042—The Nasdaq Stock Market LLCIndicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).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 2.02 Results of Operations and Financial Condition.On February 2, 2023, Apple Inc. (“Apple”) issued a press release regarding Apple’s financial results for its first fiscal quarter ended December 31, 2022. A copy of Apple’s press release is attached hereto as Exhibit 99.1.The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits.(d)Exhibits.ExhibitNumberExhibit Description99.1Press release issued by Apple Inc. on February 2, 2023.104Inline XBRL for the cover page of this Current Report on Form 8-K.SIGNATUREPursuant 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:February 2, 2023Apple Inc.By:/s/ Luca MaestriLuca MaestriSenior Vice President,Chief Financial Officer
|
8-K_1067983_0001193125-18-156189.htm
|
8-K
1
d539337d8k.htm
8-K
8-K
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)
May 5, 2018
BERKSHIRE HATHAWAY INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
001-14905
47-0813844
(STATE OR OTHER JURISDICTION
(COMMISSION
(I.R.S. EMPLOYER
OF INCORPORATION)
FILE NUMBER)
IDENTIFICATION NO.)
3555 Farnam Street
Omaha, Nebraska
68131
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE)
(402) 346-1400
REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE
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 (see General Instruction A.2. below): ☐ 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 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 2.02 Results of Operations and Financial Condition.
On May 5, 2018, Berkshire Hathaway Inc. issued a press release announcing the Companys earnings for the first quarter ended
March 31, 2018. A copy of this press release is furnished with this report as an exhibit to this Form 8-K. ITEM 5.07 Submission of Matters to a
Vote of Security Holders On May 5, 2018, Berkshire Hathaway Inc. held an annual meeting of its shareholders. The agenda items for
the meeting along with the vote of the Companys Class A and Class B common shareholders voting together as a single class with respect to each of the agenda items are shown below. There were three items acted on at that meeting as
follows: 1) Election of Directors; 2) a shareholder proposal requesting the issuance of a report to review Berkshires policies, to measure, monitor, mitigate, disclose and set quantitative reduction targets for methane emissions resulting from
all operations; and 3) a shareholder proposal requesting the adoption of a policy to encourage more Berkshire subsidiary companies to issue annual sustainability reports. Berkshires shareholders reelected all of Berkshires directors in
an uncontested election. Following are the votes cast for and against each director.
Proposal 1 Election of Directors
For
Against
Warren E. Buffett
617,852
11,301
Charles T. Munger
613,395
15,758
Gregory E. Abel
615,952
13,201
Howard G. Buffett
614,478
14,676
Stephen B. Burke
627,515
1,639
Susan L. Decker
623,242
5,911
William H. Gates III
621,514
7,640
David S. Gottesman
623,267
5,887
Charlotte Guyman
623,479
5,675
Ajit Jain
615,962
13,191
Thomas S. Murphy
620,826
8,328
Ronald L. Olson
613,965
15,188
Walter Scott, Jr.
614,549
14,605
Meryl B. Witmer
624,184
4,970
The results of the other matters acted upon at the meeting were as follows.
For
Against
Abstain
Proposal 2 Shareholder proposal
52,382
563,405
13,367
For
Against
Abstain
Proposal 3 Shareholder proposal
72,060
548,598
8,495
ITEM 9.01 Financial Statements and Exhibits
Exhibit 99.1 Berkshire Hathaway Inc. Earnings Release Dated May 5, 2018.
SIGNATURES
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.
May 8, 2018
BERKSHIRE HATHAWAY INC.
/s/ Marc D. Hamburg
By: Marc D. Hamburg
Senior Vice President and Chief Financial Officer
|
8-K_1067983_0001193125-19-212469.htm
|
8-K
BERKSHIRE HATHAWAY INC DE false 0001067983 0001067983 2019-08-03 2019-08-03 0001067983 us-gaap:CommonClassAMember 2019-08-03 2019-08-03 0001067983 us-gaap:CommonClassBMember 2019-08-03 2019-08-03 0001067983 brka:M0.750SeniorNotesDue2023Member 2019-08-03 2019-08-03 0001067983 brka:M1.125SeniorNotesDue2027Member 2019-08-03 2019-08-03 0001067983 brka:M1.625SeniorNotesDue2035Member 2019-08-03 2019-08-03 0001067983 brka:M0.500SeniorNotesDue2020Member 2019-08-03 2019-08-03 0001067983 brka:M1.300SeniorNotesDue2024Member 2019-08-03 2019-08-03 0001067983 brka:M2.150SeniorNotesDue2028Member 2019-08-03 2019-08-03 0001067983 brka:M0.250SeniorNotesDue2021Member 2019-08-03 2019-08-03 0001067983 brka:M0.625SeniorNotesDue2023Member 2019-08-03 2019-08-03 0001067983 brka:M2.375SeniorNotesDue2039Member 2019-08-03 2019-08-03 0001067983 brka:M2.625SeniorNotesDue2059Member 2019-08-03 2019-08-03 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) August 3, 2019 BERKSHIRE HATHAWAY INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
001-14905
47-0813844
(STATE OR OTHER JURISDICTION OF INCORPORATION)
(COMMISSION FILE NUMBER)
(I.R.S. EMPLOYER IDENTIFICATION NO.)
3555 Farnam Street Omaha, Nebraska
68131
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE) (402) 346-1400 REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE (Former name or former address, if changed since last report.) 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 (see General Instruction A.2. below):
☐
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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐ Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbols
Name of each exchange on which registered
Class A Common Stock
BRK.A
New York Stock Exchange
Class B Common Stock
BRK.B
New York Stock Exchange
0.750% Senior Notes due 2023
BRK23
New York Stock Exchange
1.125% Senior Notes due 2027
BRK27
New York Stock Exchange
1.625% Senior Notes due 2035
BRK35
New York Stock Exchange
0.500% Senior Notes due 2020
BRK20
New York Stock Exchange
1.300% Senior Notes due 2024
BRK24
New York Stock Exchange
2.150% Senior Notes due 2028
BRK28
New York Stock Exchange
0.250% Senior Notes due 2021
BRK21
New York Stock Exchange
0.625% Senior Notes due 2023
BRK23A
New York Stock Exchange
2.375% Senior Notes due 2039
BRK39
New York Stock Exchange
2.625% Senior Notes due 2059
BRK59
New York Stock Exchange
ITEM 2.02
Results of Operations and Financial Condition. On August 3, 2019, Berkshire Hathaway Inc. issued a press release announcing the Company’s earnings for the second quarter and first six months ended June 30, 2019. A copy of this press release is furnished with this report as an exhibit to this Form 8-K.
ITEM 9.01
Financial Statements and Exhibits Exhibit 99.1 Berkshire Hathaway Inc. Earnings Release Dated August 3, 2019.
SIGNATURES 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.
August 5, 2019
BERKSHIRE HATHAWAY INC.
/s/ Marc D. Hamburg
By:
Marc D. Hamburg
Senior Vice President and Chief Financial Officer
|
8-K_320193_0001193125-22-278435.htm
|
8-K
false 0000320193 0000320193 2022-11-06 2022-11-06 0000320193 us-gaap:CommonStockMember 2022-11-06 2022-11-06 0000320193 aapl:A1.000NotesDue2022Member 2022-11-06 2022-11-06 0000320193 aapl:A1.375NotesDue2024Member 2022-11-06 2022-11-06 0000320193 aapl:A0.000Notesdue2025Member 2022-11-06 2022-11-06 0000320193 aapl:A0.875NotesDue2025Member 2022-11-06 2022-11-06 0000320193 aapl:A1.625NotesDue2026Member 2022-11-06 2022-11-06 0000320193 aapl:A2.000NotesDue2027Member 2022-11-06 2022-11-06 0000320193 aapl:A1.375NotesDue2029Member 2022-11-06 2022-11-06 0000320193 aapl:A3.050NotesDue2029Member 2022-11-06 2022-11-06 0000320193 aapl:A0.500Notesdue2031Member 2022-11-06 2022-11-06 0000320193 aapl:A3.600NotesDue2042Member 2022-11-06 2022-11-06 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 November 6, 2022 Date of Report (Date of earliest event reported)
Apple Inc. (Exact name of Registrant as specified in its charter)
California
001-36743
94-2404110
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.) One Apple Park Way Cupertino, California 95014 (Address of principal executive offices) (Zip Code) (408) 996-1010 (Registrant’s telephone number, including area code) Not applicable (Former name or former address, if changed since last report.) 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)) Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Tradingsymbol(s)
Name of each exchangeon which registered
Common Stock, $0.00001 par value per share
AAPL
The Nasdaq Stock Market LLC
1.000% Notes due 2022
—
The Nasdaq Stock Market LLC
1.375% Notes due 2024
—
The Nasdaq Stock Market LLC
0.000% Notes due 2025
—
The Nasdaq Stock Market LLC
0.875% Notes due 2025
—
The Nasdaq Stock Market LLC
1.625% Notes due 2026
—
The Nasdaq Stock Market LLC
2.000% Notes due 2027
—
The Nasdaq Stock Market LLC
1.375% Notes due 2029
—
The Nasdaq Stock Market LLC
3.050% Notes due 2029
—
The Nasdaq Stock Market LLC
0.500% Notes due 2031
—
The Nasdaq Stock Market LLC
3.600% Notes due 2042
—
The Nasdaq Stock Market LLC 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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 7.01
Regulation FD Disclosure. On November 6, 2022, Apple Inc. (“Apple”) issued an investor update. A copy of Apple’s update is attached hereto as Exhibit 99.1. The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01
Financial Statements and Exhibits. (d) Exhibits.
Exhibit Number
Exhibit Description
99.1
Press Release issued by Apple Inc. on November 6, 2022.
104
Inline XBRL for the cover page of this Current Report on Form 8-K. SIGNATURES 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: November 7, 2022
Apple Inc.
By:
/s/ Luca Maestri
Luca Maestri
Senior Vice President, Chief Financial Officer
|
8-K_1067983_0001193125-22-060362.htm
|
8-K
BERKSHIRE HATHAWAY INC DE false 0001067983 0001067983 2022-02-26 2022-02-26 0001067983 brka:ClassACommonStockMember 2022-02-26 2022-02-26 0001067983 brka:ClassBCommonStockMember 2022-02-26 2022-02-26 0001067983 brka:M0.750SeniorNotesDue20232Member 2022-02-26 2022-02-26 0001067983 brka:MOnePointOneTwoFiveSeniorNotesDueTwoThousandTwentySevenMember 2022-02-26 2022-02-26 0001067983 brka:MOnePointSixTwoFiveSeniorNotesDueTwoThousandThirtyFiveMember 2022-02-26 2022-02-26 0001067983 brka:MOnePointThreeZeroZeroSeniorNotesDueTwoThousandTwentyFourMember 2022-02-26 2022-02-26 0001067983 brka:MTwoPointOneFiveZeroSeniorNotesDueTwoThousandTwentyEightMember 2022-02-26 2022-02-26 0001067983 brka:M0.625SeniorNotesDue20231Member 2022-02-26 2022-02-26 0001067983 brka:MZeroPointZeroZeroZeroSeniorNotesDueTwoThousandTwentyFiveMember 2022-02-26 2022-02-26 0001067983 brka:MTwoPointThreeSevenFiveSeniorNotesDueTwoThousandThirtyNineMember 2022-02-26 2022-02-26 0001067983 brka:MZeroPointFiveZeroZeroSeniorNotesDueTwoThousandFortyOneMember 2022-02-26 2022-02-26 0001067983 brka:MTwoPointSixTwoFiveSeniorNotesDueTwoThousandFiftyNineMember 2022-02-26 2022-02-26 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) February 26, 2022 BERKSHIRE HATHAWAY INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
001-14905
47-0813844
(STATE OR OTHER JURISDICTION OF INCORPORATION)
(COMMISSION FILE NUMBER)
(I.R.S. EMPLOYER IDENTIFICATION NO.)
3555 Farnam Street Omaha, Nebraska
68131
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE) (402) 346-1400 REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE 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 (see General Instruction A.2. below):
☐
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)) Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbols
Name of each exchange on which registered
Class A Common Stock
BRK.A
New York Stock Exchange
Class B Common Stock
BRK.B
New York Stock Exchange
0.750% Senior Notes due 2023
BRK23
New York Stock Exchange
1.125% Senior Notes due 2027
BRK27
New York Stock Exchange
1.625% Senior Notes due 2035
BRK35
New York Stock Exchange
1.300% Senior Notes due 2024
BRK24
New York Stock Exchange
2.150% Senior Notes due 2028
BRK28
New York Stock Exchange
0.625% Senior Notes due 2023
BRK23A
New York Stock Exchange
0.000% Senior Notes due 2025
BRK25
New York Stock Exchange
2.375% Senior Notes due 2039
BRK39
New York Stock Exchange
0.500% Senior Notes due 2041
BRK41
New York Stock Exchange
2.625% Senior Notes due 2059
BRK59
New York Stock Exchange 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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 2.02
Results of Operations and Financial Condition. On February 26, 2022, Berkshire Hathaway Inc. issued a press release announcing the Company’s earnings for the fourth quarter and year ended December 31, 2021 and subsequently on February 26, 2022, issued a corrected press release. A copy of the corrected press release is furnished with this report as an exhibit to this Form 8-K.
ITEM 9.01
Financial Statements and Exhibits
Exhibit 99.1
Berkshire Hathaway Inc. Corrected News Release Dated February 26, 2022
Exhibit 104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES 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.
February 28, 2022
BERKSHIRE HATHAWAY INC.
/s/ Marc D. Hamburg
By: Marc D. Hamburg
Senior Vice President and Chief Financial Officer
|
8-K_789019_0001193125-18-134732.htm
|
8-K
1
d576671d8k.htm
FORM 8-K
Form 8-K
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION WASHINGTON, DC 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 26, 2018
Microsoft Corporation (Exact Name of
Registrant as Specified in Its Charter)
Washington
(State or Other Jurisdiction of
Incorporation)
001-37845
91-1144442
(Commission
File Number)
(IRS Employer
Identification No.)
One Microsoft Way, Redmond, Washington
98052-6399
(Address of Principal Executive Offices)
(Zip Code)
(425) 882-8080
(Registrants Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
☐
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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 2.02. Results of Operations and Financial Condition
On April 26, 2018, Microsoft Corporation issued a press release announcing its financial results for the fiscal quarter ended March 31, 2018. A
copy of the press release is furnished as Exhibit 99.1 to this report. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Item 9.01. Financial Statements and
Exhibits (d) Exhibits:
99.1
Press release, dated April 26, 2018, issued by Microsoft Corporation
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.
MICROSOFT CORPORATION
(Registrant)
Date: April 26, 2018
/S/ FRANK H. BROD
Frank H. Brod
Corporate Vice President, Finance and
Administration; Chief Accounting Officer
|
8-K_1326801_0000950103-22-013666.htm
|
0001326801
false
0001326801
2022-08-04
2022-08-04
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
August 4, 2022
Meta Platforms, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-35551
20-1665019
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
1601 Willow Road, Menlo Park, California 94025
(Address of principal executive offices and Zip
Code)
(650) 543-4800
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed since
last report)
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))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, $0.000006 par value
META
The Nasdaq Stock Market LLC
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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 August 4, 2022, Meta Platforms,
Inc. (“Meta”) commenced an offering of senior unsecured notes (the “Notes”) to persons reasonably believed to
be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”),
and outside the United States in accordance with Regulation S under the Securities Act.
The timing of pricing and
terms of the Notes are subject to market conditions and other factors. Meta intends to use the net proceeds from the offering for general
corporate purposes, which may include, but are not limited to, capital expenditures, repurchases of outstanding shares of its common stock,
acquisitions, or investments.
The Notes will not be registered
under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements.
This report does not constitute
an offer to sell or a solicitation of an offer to buy the securities described herein, and shall not constitute an offer, solicitation
or sale in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful.
SIGNATURES
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.
META PLATFORMS, INC.
Date:
August 4, 2022
By:
/s/ Katherine R. Kelly
Name:
Katherine R. Kelly
Title:
Vice President, Deputy General Counsel and Secretary
|
8-K_320193_0000320193-22-000069.htm
|
aapl-20220728false000032019300003201932022-07-282022-07-280000320193us-gaap:CommonStockMember2022-07-282022-07-280000320193aapl:A1.000NotesDue2022Member2022-07-282022-07-280000320193aapl:A1.375NotesDue2024Member2022-07-282022-07-280000320193aapl:A0.000Notesdue2025Member2022-07-282022-07-280000320193aapl:A0.875NotesDue2025Member2022-07-282022-07-280000320193aapl:A1.625NotesDue2026Member2022-07-282022-07-280000320193aapl:A2.000NotesDue2027Member2022-07-282022-07-280000320193aapl:A1.375NotesDue2029Member2022-07-282022-07-280000320193aapl:A3.050NotesDue2029Member2022-07-282022-07-280000320193aapl:A0.500Notesdue2031Member2022-07-282022-07-280000320193aapl:A3.600NotesDue2042Member2022-07-282022-07-28UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 8-KCURRENT REPORTPursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934July 28, 2022Date of Report (Date of earliest event reported)Apple Inc.(Exact name of Registrant as specified in its charter)California 001-36743 94-2404110(State or other jurisdictionof incorporation) (CommissionFile Number) (I.R.S. EmployerIdentification No.)One Apple Park Way Cupertino, California 95014 (Address of principal executive offices) (Zip Code)(408) 996-1010 (Registrant’s telephone number, including area code)Not applicable(Former name or former address, if changed since last report.)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))Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading symbol(s)Name of each exchange on which registeredCommon Stock, $0.00001 par value per shareAAPLThe Nasdaq Stock Market LLC1.000% Notes due 2022—The Nasdaq Stock Market LLC1.375% Notes due 2024—The Nasdaq Stock Market LLC0.000% Notes due 2025—The Nasdaq Stock Market LLC0.875% Notes due 2025—The Nasdaq Stock Market LLC1.625% Notes due 2026—The Nasdaq Stock Market LLC2.000% Notes due 2027—The Nasdaq Stock Market LLC1.375% Notes due 2029—The Nasdaq Stock Market LLC3.050% Notes due 2029—The Nasdaq Stock Market LLC0.500% Notes due 2031—The Nasdaq Stock Market LLC3.600% Notes due 2042—The Nasdaq Stock Market LLCIndicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).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 2.02 Results of Operations and Financial Condition.On July 28, 2022, Apple Inc. (“Apple”) issued a press release regarding Apple’s financial results for its third fiscal quarter ended June 25, 2022. A copy of Apple’s press release is attached hereto as Exhibit 99.1.The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits.(d)Exhibits.ExhibitNumberExhibit Description99.1Press release issued by Apple Inc. on July 28, 2022.104Inline XBRL for the cover page of this Current Report on Form 8-K.SIGNATUREPursuant 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:July 28, 2022Apple Inc.By:/s/ Luca MaestriLuca MaestriSenior Vice President,Chief Financial Officer
|
8-K_1730168_0001193125-20-148648.htm
|
8-K
false 0001730168 0001730168 2020-05-21 2020-05-21 0001730168 us-gaap:CommonStockMember 2020-05-21 2020-05-21 0001730168 us-gaap:SeriesAPreferredStockMember 2020-05-21 2020-05-21 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 21, 2020 BROADCOM INC. (Exact Name of Registrant as Specified in Charter)
Delaware
001-38449
35-2617337
(State or other jurisdictionof incorporation)
(CommissionFile Number)
(IRS EmployerIdentification No.)
1320 Ridder Park Drive, San Jose, California
95131
(Address of principal executive offices)
(Zip Code) (408) 433-8000 (Registrant’s telephone number, including area code) 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)) Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 par value
AVGO
The NASDAQ Global Select Market
8.00% Mandatory Convertible Preferred Stock, Series A, $0.001 par value
AVGOP
The NASDAQ Global Select Market 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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). 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 1.01
Entry into a Material Definitive Agreement On May 21, 2020, Broadcom Inc. (the “Company”) completed the early settlement of its previously announced private offers to exchange (each, an “Exchange Offer” and, collectively, the “Exchange Offers”) certain specified series of its or its subsidiaries’ issued and outstanding notes (collectively, the “Existing Notes”) for new 3.459% Senior Notes due 2026 (the “New 2026 Notes”) and new 4.110% Senior Notes due 2028 (the “New 2028 Notes” and, together with the New 2026 Notes, the “New Notes”), as applicable. Pursuant to the Exchange Offers, the aggregate principal amount of each series of the Existing Notes set forth below was validly tendered, accepted for exchange by the Company and subsequently cancelled:
i.
$117,133,000 aggregate principal amount of 2.200% Senior Notes due 2021, issued by Broadcom Corporation, a California corporation (“Broadcom Corporation”);
ii.
$200,499,000 aggregate principal amount of 3.125% Senior Notes due 2021, issued by the Company;
iii.
$297,061,000 aggregate principal amount of 3.000% Senior Notes due 2022, issued by Broadcom Corporation;
iv.
$216,359,000 aggregate principal amount of 3.600% Senior Notes due 2022, issued by CA, Inc., a Delaware corporation (“CA, Inc.”);
v.
$806,970,000 aggregate principal amount of 3.125% Senior Notes due 2022, issued by the Company;
vi.
$1,146,823,000 aggregate principal amount of 3.625% Senior Notes due 2024, issued by Broadcom Corporation; and
vii.
$955,389,000 aggregate principal amount of 3.625% Senior Notes due 2024, issued by the Company. Following such cancellation, the aggregate principal amount of each series of Existing Notes set forth below remain outstanding:
i.
$281,737,000 aggregate principal amount of 2.200% Senior Notes due 2021, issued by Broadcom Corporation;
ii.
$525,342,000 aggregate principal amount of 3.125% Senior Notes due 2021, issued by the Company;
iii.
$841,913,000 aggregate principal amount of 3.000% Senior Notes due 2022, issued by Broadcom Corporation;
iv.
$283,641,000 aggregate principal amount of 3.600% Senior Notes due 2022, issued by CA, Inc.;
v.
$693,030,000 aggregate principal amount of 3.125% Senior Notes due 2022, issued by the Company;
vi.
$1,353,177,000 aggregate principal amount of 3.625% Senior Notes due 2024, issued by Broadcom Corporation; and
vii.
$1,044,611,000 aggregate principal amount of 3.625% Senior Notes due 2024, issued by the Company. The New Notes and Indenture In connection with the early settlement of the Exchange Offers, the Company issued (i) $1,694,847,000 aggregate principal amount of its 2026 New Notes and (ii) $2,221,096,000 aggregate principal amount of its New 2028 Notes in exchange for validly tendered and accepted Existing Notes. The New Notes were issued pursuant to an Indenture, dated May 21, 2020, among the Company, the Guarantors and Wilmington Trust, National Association, as trustee (the “Indenture”). Each series of New Notes pays interest semi-annually in arrears on March 15 and September 15 of each year. The New Notes were offered in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions outside of the United States in reliance on Regulation S under the Securities Act. Optional Redemption Provisions and Change of Control Purchase Right The Company may, at its option, redeem or purchase, in whole or in part, the 2026 New Notes and 2028 New Notes at any time prior to July 15, 2026 (two months prior to maturity) and June 15, 2028 (three months prior to maturity), respectively, at a price equal to 100% of the principal amount of the applicable New Notes redeemed, plus a corresponding “make-whole” premium as set forth in the Indenture, plus accrued and unpaid interest thereon to, but excluding, the redemption date. In addition, the Company may, at its option, redeem or purchase, in whole or in part, the 2026 New Notes and 2028 New Notes on or after July 15, 2026 (two months prior to maturity) and June 15, 2028 (three months prior to maturity), respectively, at a redemption price equal to 100% of the principal amount of the applicable New Notes redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. In the event that certain changes in the tax law of any relevant jurisdiction would impose withholding taxes on payments on the New Notes, the Company may redeem a series of New Notes in whole, but not in part, at any time, at a redemption price of 100% of the principal amount, plus accrued and unpaid interest thereon, if any, and Additional Amounts (as defined in the Indenture), if any, to the redemption date. The holders of the New Notes will also have the right to require the Company to purchase their New Notes upon the occurrence of a Change of Control Triggering Event, as defined in the Indenture, at an offer price equal to 101% of the aggregate principal amount of the New Notes purchased plus accrued and unpaid interest thereon to, but excluding, the date of purchase. Ranking Under the terms of the Indenture, the New Notes and the guarantees are the Company’s and the Guarantors’ respective senior unsecured obligations and (i) rank equal in right of payment with all of the Company’s and the Guarantors’ respective existing and future senior unsecured indebtedness, (ii) rank senior in right of payment to the Company’s and the Guarantors’ respective existing and future subordinated indebtedness, (iii) are effectively subordinated in right of payment to the Company’s and the Guarantors’ respective existing and future secured obligations, to the extent of the assets securing such obligations and (iv) are structurally subordinated in right of payment to any existing and future indebtedness or other liabilities, including trade payables, of the Company’s subsidiaries (excluding the Guarantors) and the Guarantors’ respective subsidiaries. Restrictive Covenants The Indenture contains covenants that, subject to certain qualifications and exceptions, limit the ability of the Company, the Guarantors and their subsidiaries to, among other things, (i) incur certain secured debt; (ii) enter into certain sale and lease-back transactions and (iii) consolidate, merge, sell or otherwise dispose of all or substantially all of their assets.
Events of Default Upon the occurrence of an event of default under the Indenture with respect to the New Notes, which includes payment defaults, defaults in the performance of certain covenants and bankruptcy and insolvency related defaults, the Company’s obligations under the New Notes may be accelerated, in which case the entire principal amount of the New Notes would be immediately due and payable. The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture. A copy of the Indenture is attached as Exhibit 4.1 to this Current Report on Form 8-K, and is incorporated by reference herein. Registration Rights Agreement On May 21, 2020, the Company, the Guarantors and Barclays Capital Inc. and Credit Suisse Securities (USA) LLC, as dealer-managers in connection with the Exchange Offers, entered into a registration rights agreement with respect to the New Notes (the “Registration Rights Agreement”). The Company and the Guarantors agreed under the Registration Rights Agreement to use commercially reasonable efforts to (i) file a registration statement on an appropriate registration form with respect to a registered offer to exchange each series of the New Notes for new notes, with terms substantially identical in all material respects to such series of New Notes and (ii) cause the registration statement to be declared effective under the Securities Act. If the exchange offer is not completed on or before May 21, 2025, the Company and the Guarantors will use commercially reasonable efforts to file and to have declared effective a shelf registration statement relating to resales of the New Notes and keep such shelf registration statement effective until the date that the New Notes cease to be Transfer Restricted Securities (as defined in the Registration Rights Agreement). If the Company and the Guarantors fail to satisfy this obligation with respect to a series of the New Notes (a “registration default”) under the Registration Rights Agreement, then additional interest will accrue on the principal amount of the New Notes of such series at an annual rate of 0.250%. The annual interest rate on such series of the New Notes will increase by an additional 0.250% for each subsequent 90-day period during which the registration default continues, up to a maximum of 1.000%. The additional interest will accrue to and including the date such registration default ends, at which time the interest rate on the applicable series of New Notes will revert to the original level. A registration default ends with respect to any New Notes when such New Notes cease to be Transfer Restricted Securities. If the Company is required to pay additional interest due to a registration default, the Company will pay such additional interest to the holders of the New Notes in cash on the same dates that the Company makes other interest payments on the New Notes, until the applicable registration default is cured. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement. A copy of the Registration Rights Agreement is attached as Exhibit 4.4 to this Current Report on Form 8-K, and is incorporated by reference herein.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement The information disclosed above under Item 1.01 is incorporated herein by reference. Cautionary Note Regarding Forward-Looking Statements This report contains forward-looking statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act) concerning the Company. These statements include, but are not limited to, statements that address our expected future business and financial
performance and other statements identified by words such as “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 the Company, as well as assumptions made by, and information currently available to, such management, current market trends and market conditions and involve risks and uncertainties, many of which are outside the Company’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. Particular uncertainties that could materially affect future results include risks associated with: our acquisition of Symantec Corporation’s Enterprise Security business (“Symantec Business”), including (1) potential difficulties in employee retention, (2) unexpected costs, charges or expenses, and (3) our ability to successfully integrate the Symantec Business and achieve the anticipated benefits of the transaction; any loss of our significant customers and fluctuations in the timing and volume of significant customer demand; our dependence on contract manufacturing and outsourced supply chain; our dependency on a limited number of suppliers; global economic conditions and concerns; international political and economic conditions; any acquisitions we may make, such as delays, challenges and expenses associated with receiving governmental and regulatory approvals and satisfying other closing conditions, and with integrating acquired businesses with our existing businesses and our ability to achieve the benefits, growth prospects and synergies expected by such acquisitions, including our recent acquisition of the Symantec Business; government regulations and trade restrictions; our significant indebtedness and the need to generate sufficient cash flows to service and repay such debt; dependence on and risks associated with distributors and resellers of our products; dependence on senior management and our ability to attract and retain qualified personnel; involvement in legal or administrative proceedings; quarterly and annual fluctuations in operating results; our ability to accurately estimate customers’ demand and adjust our manufacturing and supply chain accordingly; cyclicality in the semiconductor industry or in our target markets; our competitive performance and ability to continue achieving design wins with our customers, as well as the timing of any design wins; prolonged disruptions of our or our contract manufacturers’ manufacturing facilities, warehouses or other significant operations; our ability to improve our manufacturing efficiency and quality; our dependence on outsourced service providers for certain key business services and their ability to execute to our requirements; our ability to maintain or improve gross margin; our ability to protect our intellectual property and the unpredictability of any associated litigation expenses; compatibility of our software products with operating environments, platforms or third-party products; our ability to enter into satisfactory software license agreements; sales to our government clients; availability of third party software used in our products; use of open source code sources in our products; any expenses or reputational damage associated with resolving customer product warranty and indemnification claims; market acceptance of the end products into which our products are designed; our ability to sell to new types of customers and to keep pace with technological advances; our compliance with privacy and data security laws; our ability to protect against a breach of security systems; changes in accounting standards; fluctuations in foreign exchange rates; our provision for income taxes and overall cash tax costs, legislation that may impact our overall cash tax costs and our ability to maintain tax concessions in certain jurisdictions; and other events and trends on a national, regional and global scale, including those of a political, economic, business, competitive and regulatory nature. Many of the foregoing risks and uncertainties are, and will be, exacerbated by the COVID-19 pandemic and any worsening of the global business and economic environment as a result.
Item 9.01
Financial Statements and Exhibits. (d) Exhibits
ExhibitNo.
Description
4.1
Indenture, dated as of May 21, 2020, by and among the Company, the Guarantors and Wilmington Trust, National Association, as trustee.
4.2
Form of 3.459% Senior Notes due 2026 (included in Exhibit 4.1)
4.3
Form of 4.110% Senior Notes due 2028 (included in Exhibit 4.1)
4.4
Registration Rights Agreement, dated as of May 21, 2020, by and among the Company, the Guarantors and Barclays Capital Inc. and Credit Suisse Securities (USA) LLC, as dealer-managers in connection with the Exchange Offers.
104
Cover Page Interactive Data File (formatted as Inline XBRL).
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.
BROADCOM INC.
Date: May 21, 2020
By:
/s/ Thomas H. Krause, Jr.
Name:
Thomas H. Krause, Jr.
Title:
Chief Financial Officer
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8-K_59478_0001193125-21-033302.htm
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8-K
ELI LILLY & Co false 0000059478 --12-31 0000059478 2021-02-09 2021-02-09 0000059478 us-gaap:CommonClassAMember 2021-02-09 2021-02-09 0000059478 lly:A1.000NotesDueJune22022Member 2021-02-09 2021-02-09 0000059478 lly:A718NotesDueJune12025Member 2021-02-09 2021-02-09 0000059478 lly:A1.625NotesDueJune22026Member 2021-02-09 2021-02-09 0000059478 lly:A2.125NotesDueJune32030Member 2021-02-09 2021-02-09 0000059478 lly:A625Notesdue2031Member 2021-02-09 2021-02-09 0000059478 lly:A6.77NotesDueJanuary12036Member 2021-02-09 2021-02-09 0000059478 lly:A1.700Notesdue2049Member 2021-02-09 2021-02-09 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): February 9, 2021 ELI LILLY AND COMPANY (Exact Name of Registrant as Specified in its Charter)
Indiana
001-06351
35-0470950
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
Lilly Corporate Center Indianapolis, Indiana
46285
(Address of Principal Executive Offices)
(Zip Code) Registrant’s Telephone Number, Including Area Code: (317) 276-2000 Not Applicable (Former Name or Former Address, if Changed Since Last Report.) 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 (see General Instruction A.2.):
☐
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)) Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock (no par value)
LLY
New York Stock Exchange
1.000% Notes due 2022
LLY22
New York Stock Exchange
7 1/8% Notes due 2025
LLY25
New York Stock Exchange
1.625% Notes due 2026
LLY26
New York Stock Exchange
2.125% Notes due 2030
LLY30
New York Stock Exchange
0.625% Notes due 2031
LLY31
New York Stock Exchange
6.77% Notes due 2036
LLY36
New York Stock Exchange
1.700% Notes due 2049
LLY49A
New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 9, 2021, Eli Lilly and Company (the “Company” or “Lilly”) announced that the Board of Directors of the Company elected Anat Ashkenazi, age 48, as senior vice president and chief financial officer of the Company. Since joining Lilly in 2001, Ms. Ashkenazi has held a range of roles across strategy and finance. Most recently, she served as senior vice president, controller and chief financial officer of Lilly Research Laboratories. In this role, she oversaw the chief financial officers of the Company’s commercial business areas (BioMedicine, Diabetes, Oncology, and International), as well as those for research and development, manufacturing and quality, G&A, and accounting and financial reporting functions. She also led the corporate strategic planning team and business transformation office. She previously served as vice president, finance and chief financial officer, Lilly Diabetes and Lilly Global Manufacturing and Quality, and chief financial officer, Lilly Oncology. In connection with her election as senior vice president and chief financial officer, effective February 9, 2021, Ms. Ashkenazi will receive an annualized base salary of $900,000 and will be eligible for an annualized target bonus of $900,000. In addition, Ms. Ashkenazi received equity awards with an aggregate target grant date value (calculated based on the most recent closing price of the Company’s common stock) of $2,200,000 in the form of (i) a shareholder value award with a target value of $770,000 for the 2021-2023 performance period, (ii) a relative value award with a target value of $770,000 for the 2021-2023 performance period, and (iii) a performance award with a target value of $660,000 for the 2021-2022 performance period. There are no arrangements or understandings between Ms. Ashkenazi and any person pursuant to which Ms. Ashkenazi was selected as an officer. There is no family relationship between Ms. Ashkenazi and any director or executive officer of the Company, and Ms. Ashkenazi is not a party to any transaction subject to Section 404(a) of Regulation S-K involving the Company or any of its subsidiaries. On February 9, 2021, the Company also announced that Joshua L. Smiley, senior vice president and chief financial officer of the Company, informed the Company of his resignation from the Company. The Company was recently made aware of allegations of an inappropriate personal relationship between Mr. Smiley and a Lilly employee. Lilly immediately engaged external counsel to conduct a thorough, independent investigation. That investigation revealed consensual though inappropriate personal communications between Mr. Smiley and certain Lilly employees and behavior that Lilly leadership concluded exhibited poor judgment by Mr. Smiley. Lilly holds all employees accountable to its core values and strongly believes its executive officers carry an even higher burden in ensuring those values are upheld. Mr. Smiley did not meet that standard. Mr. Smiley’s conduct in question was not related to financial controls, financial statements or any other business matters or judgments. In connection with Mr. Smiley’s resignation, he and the Company entered into a Separation Agreement (the “Separation Agreement”), which provides that Mr. Smiley immediately resign from his position as senior vice president and chief financial officer of the Company, as well as forego all of his $1 million 2020 cash bonus, approximately $3 million of his 2018-2020 shareholder value award, and all other current and future equity incentive awards, totaling over $20 million at target value (calculated based on the most recent closing price of the Company’s common stock). Mr. Smiley will be available to the Company’s chief executive officer Dave Ricks and Ms. Ashkenazi through July 2021 to facilitate the transition of his responsibilities, at reduced cash compensation of $9,000 every two weeks. The Separation Agreement includes customary provisions regarding confidentiality and a release of claims against the Company, as well as a 24-month non-solicitation agreement and an 18-month non-competition agreement. The foregoing is a summary description of certain terms of the Separation Agreement and, by its nature, is incomplete. It is qualified in its entirety by the full text of the Separation Agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2021. A copy of the press release announcing Ms. Ashkenazi’s election and Mr. Smiley’s resignation is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On February 4, 2021, the Board of Directors of the Company approved an amendment to the Company’s bylaws (the “Bylaws”), effective February 9, 2021, to remove a provision providing the temporary authority to assume the duties and exercise the powers of the chief executive officer to specified officers in the event of the sudden death or incapacity of the incumbent. Going forward, the Company’s Board of Directors will exercise its discretion to determine an appropriate course of action should such a circumstance arise. The amendment is set forth below. Deletions are indicated by strikeouts. A marked version of the Bylaws is attached as Exhibit 3.2 to this Current Report on Form 8-K and the foregoing description is qualified by reference to the full text of the Bylaws. SECTION 3.7. Chief Executive Officer. The Chief Executive Officer shall, subject to the control of the Board of Directors, have general supervision over the management and direction of the business of the Corporation. He or she shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chief Executive Officer shall have such other powers and perform such other duties as are assigned to him or her by the Bylaws or the Board of Directors. At any time in which the Chief Executive Officer is unable to discharge the powers and duties of the office, then until such time as the Board shall appoint a new Chief Executive Officer or determines that the Chief Executive Officer is able to resume office, temporary authority to perform such duties and exercise such powers shall be granted in the following manner:
(a)
First, to the President; or if he or she is unable to discharge such powers and duties,
(b)
To the Chief Financial Officer; or if he or she is unable to discharge such powers and duties,
(c)
To the executive officer serving as chief scientific officer; or if he or she is unable to discharge such powers and duties,
(d)
To the executive officer in charge of the Corporation’s largest business unit, measured by total revenue on a consolidated basis for the most recently completed fiscal year.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits
Exhibit No.
Description
3.1
Eli Lilly and Company Bylaws, as amended effective February 9, 2021.
3.2
Eli Lilly and Company Bylaws, marked to show amendments effective February 9, 2021.
99.1
Press Release of Eli Lilly and Company, dated February 9, 2021.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES 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 thereunto duly authorized.
ELI LILLY AND COMPANY
(Registrant)
By:
/s/ Anat Hakim
Name:
Anat Hakim
Title:
Senior Vice President, General Counsel and Secretary
Date: February 9, 2021
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8-K_1730168_0001193125-20-102580.htm
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8-K
false 0001730168 0001730168 2020-04-09 2020-04-09 0001730168 us-gaap:CommonStockMember 2020-04-09 2020-04-09 0001730168 us-gaap:SeriesAPreferredStockMember 2020-04-09 2020-04-09 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 9, 2020 BROADCOM INC. (Exact Name of Registrant as Specified in 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) (408) 433-8000 (Registrant’s telephone number, including area code) 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)) Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 par value
AVGO
The NASDAQ Global Select Market
8.00% Mandatory Convertible Preferred Stock, Series A, $0.001 par value
AVGOP
The NASDAQ Global Select Market 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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). 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 1.01
Entry into a Material Definitive Agreement On April 9, 2020, Broadcom Inc. (the “Company”), completed its issuance and sale of $4.5 billion in aggregate principal amount of senior unsecured notes comprised of $2,250 million aggregate principal amount of 4.700% senior notes due 2025 (the “2025 Notes”) and $2,250 million aggregate principal amount of 5.000% senior notes due 2030 (the “2030 Notes” and, together with the 2025 Notes, the “Notes”). Each series of Notes will initially be fully and unconditionally guaranteed, jointly and severally, on an unsecured, unsubordinated basis by Broadcom Technologies Inc., a Delaware corporation and Broadcom Corporation, a California corporation (together, the “Guarantors”). Concurrently with the offering of the Notes, the Company is conducting cash tender offers (each, a “Tender Offer”) to purchase the outstanding notes described below, in each case subject to market conditions and other factors. The notes offered to be purchased in the Tender Offers, listed in the order of priority, are the (i) 3.000% senior notes due January 15, 2022, issued by Broadcom Corporation, (ii) 3.125% senior notes due April 15, 2021, issued by Broadcom Inc. and (iii) 2.200% senior notes due January 15, 2021, issued by Broadcom Corporation (the “Tender Offer Notes”) up to an aggregate purchase price, excluding accrued and unpaid interest, of $3.75 billion, of which up to $250 million may be used to purchase the 2.200% senior notes due January 15, 2021. The Company intends to use the net proceeds from the sale of the Notes to repay certain of its existing indebtedness, including funding the purchase of the Tender Offer Notes in the Tender Offers and the payment of accrued and unpaid interest, premiums, if any, fees and expenses in connection therewith and repaying certain amounts outstanding under either or both of its existing credit agreements with Bank of America, N.A., as administrative agent, with any remaining net proceeds from the sale of the Notes. Indenture The Notes were issued pursuant to an Indenture, dated April 9, 2020, among the Company, the Guarantors and Wilmington Trust, National Association, as trustee (the “Indenture”). Each series of Notes pays interest semi-annually in arrears on April 15 and October 15 of each year. The Notes were offered in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions outside of the United States in reliance on Regulation S under the Securities Act.
Optional Redemption Provisions and Change of Control Purchase Right The Company may, at its option, redeem or purchase, in whole or in part, the 2025 Notes and 2030 Notes at any time prior to March 15, 2025 (one month prior to maturity) and January 15, 2030 (three months prior to maturity), respectively, at a price equal to 100% of the principal amount of the applicable Notes redeemed, plus a corresponding “make-whole” premium as set forth in the Indenture, plus accrued and unpaid interest thereon to, but excluding, the redemption date. In addition, the Company may, at its option, redeem or purchase, in whole or in part, the 2025 Notes and 2030 Notes on or after March 15, 2025 and January 15, 2030, respectively, at a redemption price equal to 100% of the principal amount of the applicable Notes redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. In the event that certain changes in the tax law of any relevant jurisdiction would impose withholding taxes on payments on the Notes, the Company may redeem a series of Notes in whole, but not in part, at any time, at a redemption price of 100% of the principal amount, plus accrued and unpaid interest thereon, if any, and Additional Amounts (as defined in the Indenture), if any, to the redemption date. The holders of the Notes will also have the right to require the Company to purchase their Notes upon the occurrence of a Change of Control Triggering Event, as defined in the Indenture, at an offer price equal to 101% of the aggregate principal amount of the Notes purchased plus accrued and unpaid interest thereon to, but excluding, the date of purchase. Ranking Under the terms of the Indenture, the Notes and the guarantees are the Company’s and the Guarantors’ respective senior unsecured obligations and (i) rank equal in right of payment with all of the Company’s and the Guarantors’ respective existing and future senior unsecured indebtedness, (ii) rank senior in right of payment to the Company’s and the Guarantors’ respective existing and future subordinated indebtedness, (iii) are effectively subordinated in right of payment to the Company’s and the Guarantors’ respective existing and future secured obligations, to the extent of the assets securing such obligations and (iv) are structurally subordinated in right of payment to any existing and future indebtedness or other liabilities, including trade payables, of the Company’s subsidiaries (excluding the Guarantors) and the Guarantors’ respective subsidiaries. Restrictive Covenants The Indenture contains covenants that, subject to certain qualifications and exceptions, limit the ability of the Company, the Guarantors and their subsidiaries to, among other things, (i) incur certain secured debt; (ii) enter into certain sale and lease-back transactions and (iii) consolidate, merge, sell or otherwise dispose of all or substantially all of their assets. Events of Default Upon the occurrence of an event of default under the Indenture with respect to the Notes, which includes payment defaults, defaults in the performance of certain covenants and bankruptcy and insolvency related defaults, the Company’s obligations under the Notes may be accelerated, in which case the entire principal amount of the Notes would be immediately due and payable. The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture. A copy of the Indenture is attached as Exhibit 4.1 to this Current Report on Form 8-K, and is incorporated by reference herein. Registration Rights Agreement On April 9, 2020, the Company, the Guarantors and J.P. Morgan Securities LLC, as representative of the several initial purchasers of the Notes, entered into a registration rights agreement with respect to the Notes (the “Registration Rights Agreement”). The Company and the Guarantors agreed under the Registration Rights Agreement to use commercially reasonable efforts to (i) file a registration statement on an appropriate registration form with respect to a registered offer to exchange each series of the Notes for new notes, with terms substantially identical in all material respects to such series of Notes and (ii) cause the registration statement to be declared effective under the Securities Act.
If the exchange offer is not completed on or before April 9, 2025, the Company and the Guarantors will use commercially reasonable efforts to file and to have declared effective a shelf registration statement relating to resales of the Notes and keep such shelf registration statement effective until the date that the Notes cease to be Transfer Restricted Securities (as defined in the Registration Rights Agreement). If the Company and the Guarantors fail to satisfy this obligation with respect to a series of the Notes (a “registration default”) under the Registration Rights Agreement, then additional interest will accrue on the principal amount of the Notes of such series at an annual rate of 0.250%. The annual interest rate on such series of the Notes will increase by an additional 0.250% for each subsequent 90-day period during which the registration default continues, up to a maximum of 1.000%. The additional interest will accrue to and including the date such registration default ends, at which time the interest rate on the applicable series of Notes will revert to the original level. A registration default ends with respect to any Notes when such Notes cease to be Transfer Restricted Securities. If the Company is required to pay additional interest due to a registration default, the Company will pay such additional interest to the holders of the Notes in cash on the same dates that the Company makes other interest payments on the Notes, until the applicable registration default is cured. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement. A copy of the Registration Rights Agreement is attached as Exhibit 4.4 to this Current Report on Form 8-K, and is incorporated by reference herein.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement The information disclosed above under Item 1.01 is incorporated herein by reference. Cautionary Note Regarding Forward-Looking Statements This report 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 the Company. These statements include, but are not limited to, statements that address our expected future business and financial performance and other statements identified by words such as “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 the Company, as well as assumptions made by, and information currently available to, such management, current market trends and market conditions and involve risks and uncertainties, many of which are outside the Company’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. Particular uncertainties that could materially affect future results include risks associated with: our acquisition of Symantec Corporation’s Enterprise Security business (“Symantec Business”), including (1) potential difficulties in employee retention, (2) unexpected costs, charges or expenses, and (3) our ability to successfully integrate the Symantec Business and achieve the anticipated benefits of the transaction; any loss of our significant customers and fluctuations in the timing and volume of significant customer demand; our dependence on contract manufacturing and outsourced supply chain; our dependency on a limited number of suppliers; global economic conditions and concerns; international political and economic conditions; any acquisitions we may make, such as delays, challenges and expenses associated with receiving governmental and regulatory approvals and satisfying other closing conditions, and with integrating acquired businesses with our existing businesses and our ability to achieve the benefits, growth prospects and synergies expected by such acquisitions, including our recent acquisition of the Symantec Business; government regulations and trade restrictions; our significant indebtedness and the need to generate sufficient cash flows to service and repay such debt; dependence on and risks associated with distributors
and resellers of our products; dependence on senior management and our ability to attract and retain qualified personnel; involvement in legal or administrative proceedings; quarterly and annual fluctuations in operating results; our ability to accurately estimate customers’ demand and adjust our manufacturing and supply chain accordingly; cyclicality in the semiconductor industry or in our target markets; our competitive performance and ability to continue achieving design wins with our customers, as well as the timing of any design wins; prolonged disruptions of our or our contract manufacturers’ manufacturing facilities, warehouses or other significant operations; our ability to improve our manufacturing efficiency and quality; our dependence on outsourced service providers for certain key business services and their ability to execute to our requirements; our ability to maintain or improve gross margin; our ability to protect our intellectual property and the unpredictability of any associated litigation expenses; compatibility of our software products with operating environments, platforms or third-party products; our ability to enter into satisfactory software license agreements; sales to our government clients; availability of third party software used in our products; use of open source code sources in our products; any expenses or reputational damage associated with resolving customer product warranty and indemnification claims; market acceptance of the end products into which our products are designed; our ability to sell to new types of customers and to keep pace with technological advances; our compliance with privacy and data security laws; our ability to protect against a breach of security systems; changes in accounting standards; fluctuations in foreign exchange rates; our provision for income taxes and overall cash tax costs, legislation that may impact our overall cash tax costs and our ability to maintain tax concessions in certain jurisdictions; and other events and trends on a national, regional and global scale, including those of a political, economic, business, competitive and regulatory nature. Many of the foregoing risks and uncertainties are, and will be, exacerbated by the COVID-19 pandemic and any worsening of the global business and economic environment as a result.
Item 9.01
Financial Statements and Exhibits. (d) Exhibits
Exhibit No.
Description
4.1
Indenture, dated as of April 9, 2020, by and among the Company, the Guarantors and Wilmington Trust, National Association, as trustee.
4.2
Form of 4.700% Senior Notes due 2025 (included in Exhibit 4.1)
4.3
Form of 5.000% Senior Notes due 2030 (included in Exhibit 4.1)
4.4
Registration Rights Agreement, dated as of April 9, 2020, by and among the Company, the Guarantors and J.P. Morgan Securities LLC, as representative of the several initial purchasers of the Notes.
104
Cover Page Interactive Data File (formatted as Inline XBRL).
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.
BROADCOM INC.
Date: April 9, 2020
By:
/s/ Thomas H. Krause, Jr.
Name:
Thomas H. Krause, Jr.
Title:
Chief Financial Officer
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8-K_1018724_0001018724-20-000019.htm
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amzn-202007300001018724false00010187242020-07-302020-07-30Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 _________________________ FORM 8-K _________________________ CURRENT REPORTPursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934July 30, 2020 Date of Report(Date of earliest event reported) _________________________AMAZON.COM, INC. (Exact name of registrant as specified in its charter)_________________________ Delaware000-2251391-1646860(State or other jurisdiction ofincorporation)(Commission File Number)(IRS Employer Identification No.)410 Terry Avenue North, Seattle, Washington 98109-5210 (Address of principal executive offices, including Zip Code)(206) 266-1000 (Registrant’s telephone number, including area code)_________________________ 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))Securities registered pursuant to Section 12(b) of the Act:Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, par value $.01 per shareAMZNNasdaq Global Select MarketIndicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).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.¨Table of ContentsTABLE OF CONTENTS ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.3ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.3SIGNATURES4EXHIBIT 99.1EXHIBIT 99.2Table of ContentsITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.On July 30, 2020, Amazon.com, Inc. announced its second quarter 2020 financial results. A copy of the press release containing the announcement is included as Exhibit 99.1 and additional information regarding the inclusion of non-GAAP financial measures in certain of Amazon.com, Inc.’s public disclosures, including its second quarter 2020 financial results announcement, is included as Exhibit 99.2. Both of these exhibits are incorporated herein by reference.ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.(d) Exhibits. ExhibitNumberDescription99.1Press Release dated July 30, 2020 announcing Amazon.com, Inc.’s Second Quarter 2020 Financial Results.99.2Information Regarding Non-GAAP Financial Measures.104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).3Table of ContentsSIGNATURESPursuant 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. AMAZON.COM, INC. (REGISTRANT)By:/s/ Brian T. OlsavskyBrian T. OlsavskySenior Vice President andChief Financial OfficerDated: July 30, 2020 4
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