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 17, 2002

BROADCOM CORPORATION
(Exact Name of Registrant as Specified in Charter)

California	000-23993	33-0480482
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

16215 Alton Parkway, Irvine, California 92618

(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code: (949) 450-8700

Not Applicable

(Former Name or Former Address, if Changed since Last Report)

TABLE OF CONTENTS

	Item 5. Other Events
SIGNATURE

Item 5. Other Events

On April 17, 2002 Broadcom Corporation (Nasdaq: BRCM) reported financial results for the first fiscal quarter ended March 31, 2002. Net revenue for the first quarter of 2002 was $238.8 million, an increase of 5.3% over the $226.8 million reported in the fourth quarter of 2001 and a decrease of 23.1% from the $310.5 million reported in the first quarter of 2001. Net loss for the first quarter of 2002 was $166.1 million, or $.63 per share (basic and diluted), compared with a net loss of $329.6 million, or $1.27 per share (basic and diluted), in the fourth quarter of 2001, and a net loss of $356.9 million, or $1.43 per share (basic and diluted), in the first quarter of 2001. Net loss per share for the first quarter was based on 262.0 million weighted average shares outstanding (basic and diluted), compared to 259.5 million weighted average shares outstanding (basic and diluted) in the fourth quarter of 2001. Net loss per share for the first quarter of 2001 was based on 249.7 million weighted average shares outstanding (basic and diluted).

Losses in the 2001 periods include charges for the amortization of goodwill and certain intangible assets. Beginning with the first quarter of 2002, goodwill and intangible assets that are deemed to have indefinite lives are no longer amortized but are subject to annual impairment tests under Financial Accounting Standards Board Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets. Had this standard been in effect for the 2001 periods, the net loss for the fourth quarter of 2001 would have been $193.3 million, or $.74 per share (basic and diluted), and the net loss for the first quarter of 2001 would have been $156.0 million, or $.62 per share (basic and diluted).

BROADCOM CORPORATION
Unaudited Consolidated Statements of Operations
(In thousands, except per share amounts)

				Three Months Ended
				March 31,
				2002			2001
Net revenue				$	238,800		$	310,501
Cost of revenue (1)					134,122			162,952
Gross profit					104,678			147,549
Operating expense:
	Research and development (2) (3)				111,694			109,532
	Selling, general and administrative (2) (3)				40,474			39,404
	Stock-based compensation (4)				101,464			115,753
	Amortization of purchased intangible assets (4)				5,384			6,097
	Restructuring costs				4,822			—
	Amortization of goodwill (4)				—			200,657
	In-process research and development (4)				—			109,710
	Litigation settlement costs				—			3,000
Loss from operations					(159,160	)		(436,604	)
Interest income, net					3,440			8,140
Other expense, net					(4,347	)		(1,117	)
Loss before income taxes					(160,067	)		(429,581	)
Provision (benefit) for income taxes					6,000			(72,729	)
Net loss				$	(166,067	)	$	(356,852	)
Basic loss per share				$	(.63	)	$	(1.43	)
Diluted loss per share				$	(.63	)	$	(1.43	)
Weighted average shares (basic)					261,999			249,689
Weighted average shares (diluted)					261,999			249,689
Notes:
(1) Cost of revenue includes the following:
			Stock-based compensation expense	$	3,349		$	3,897
			Amortization of purchased intangible assets		13,164			11,578
			Payroll tax expense on certain stock option exercises		12			134
				$	16,525		$	15,609
(2) Stock-based compensation expense is excluded from the following:
			Research and development	$	69,786		$	77,480
			Selling, general and administrative		31,678			38,273
				$	101,464		$	115,753
		Amortization of purchased intangible assets is excluded from the following:
			Research and development	$	5,161		$	5,886
			Selling, general and administrative		223			211
				$	5,384		$	6,097
(3) Employer payroll tax expense on certain stock option exercises is included in the following:
			Research and development	$	227		$	798
			Selling, general and administrative		76			583
				$	303		$	1,381
(4) Represents non-cash acquisition-related expenses charged to operations.

BROADCOM CORPORATION
Condensed Consolidated Balance Sheets
(In thousands)

			March 31,
			2002		December 31,
			(Unaudited)		2001
ASSETS
Current assets:
	Cash and cash equivalents		$	395,786	$	403,758
	Short-term marketable securities			188,769		136,028
	Accounts receivable, net			74,291		57,187
	Inventory			24,874		22,267
	Deferred taxes			13,651		13,651
	Prepaid expenses and other current assets			40,812		40,840
		Total current assets		738,183		673,731
Property and equipment, net				147,914		157,336
Long-term marketable securities				64,704		109,767
Deferred taxes				275,916		275,916
Goodwill, net				2,253,756		2,241,632
Purchased intangible assets, net				66,436		97,108
Other assets				67,952		67,808
		Total assets	$	3,614,861	$	3,623,298
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
	Trade accounts payable		$	134,526	$	103,032
	Wages and related benefits			41,151		35,839
	Deferred revenue			25,231		29,495
	Accrued liabilities			143,104		129,476
	Short-term debt and current portion of long-term debt			113,903		114,040
		Total current liabilities		457,915		411,882
Long-term debt, less current portion				3,338		4,006
Shareholders’ equity				3,153,608		3,207,410
		Total liabilities and shareholders’ equity	$	3,614,861	$	3,623,298

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 CORPORATION, a California corporation
April 19, 2002	By:	/s/ WILLIAM J. RUEHLE
		William J. Ruehle Vice President and Chief Financial Officer (Principal Financial Officer)