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): July 18, 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 July 18, 2002 Broadcom Corporation (Nasdaq: BRCM) reported financial results for the second fiscal quarter ended June 30, 2002. Net revenue for the second quarter of 2002 was $258.2 million, an increase of 8.1% over the $238.8 million reported for the first quarter of 2002 and an increase of 22.4% from the $210.9 million reported for the second quarter of 2001. Net loss for the second quarter of 2002 was $129.4 million, or $.49 per share (basic and diluted), compared with a net loss of $166.1 million, or $.63 per share (basic and diluted), for the first quarter of 2002, and a net loss of $436.4 million, or $1.73 per share (basic and diluted), for the second quarter of 2001. Net loss per share for the second quarter of 2002 was based on 265.4 million weighted average shares outstanding (basic and diluted), compared to 262.0 million weighted average shares outstanding (basic and diluted) in the first quarter of 2002 and 252.4 million weighted average shares outstanding (basic and diluted) in the second quarter of 2001.

Net revenue for the six months ended June 30, 2002 was $497.0 million, a decrease of 4.7% over the $521.4 million reported in the six months ended June 30, 2001. Net loss for the six months ended June 30, 2002 was $295.5 million, or $1.12 per share (basic and diluted), compared with a net loss of $793.2 million, or $3.16 per share (basic and diluted), in the six months ended June 30, 2001. Net loss per share for the six months ended June 30, 2002 was based on 263.7 million weighted average shares outstanding (basic and diluted), compared to 251.0 million weighted average shares outstanding (basic and diluted) in the six months ended June 30, 2001.

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 second quarter of 2001 would have been $229.5 million, or $.91 per share (basic and diluted), and the net loss for the six months ended June 30, 2001 would have been $385.5 million, or $1.54 per share (basic and diluted).

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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

July 23, 2002  By:   /s/ WILLIAM J. RUEHLE
William J. Ruehle
Vice President and Chief Financial Officer
(Principal Financial Officer)

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

				Three Months Ended						Six Months Ended
				June 30,						June 30,
				2002			2001			2002			2001
Net revenue				$	258,203		$	210,908		$	497,003		$	521,409
Cost of revenue (1)					143,577			132,564			277,699			295,516
Gross profit					114,626			78,344			219,304			225,893
Operating expense:
	Research and development (2) (3)				114,727			116,072			226,421			225,604
	Selling, general and administrative (2) (3)				40,607			38,820			81,081			78,224
	Stock-based compensation (4)				81,696			134,221			183,160			249,974
	Amortization of purchased intangible assets (4)				5,866			6,902			11,250			12,999
	Restructuring costs				—			18,235			4,822			18,235
	Amortization of goodwill (4)				—			206,713			—			407,370
	In-process research and development (4)				—			—			—			109,710
	Litigation settlement costs				—			—			—			3,000
Loss from operations					(128,270	)		(442,619	)		(287,430	)		(879,223	)
Interest income, net					3,313			6,495			6,753			14,635
Other income (expense), net					428			(270	)		(3,919	)		(1,387	)
Loss before income taxes					(124,529	)		(436,394	)		(284,596	)		(865,975	)
Provision (benefit) for income taxes					4,889			—			10,889			(72,729	)
Net loss				$	(129,418	)	$	(436,394	)	$	(295,485	)	$	(793,246	)
Basic and diluted loss per share				$	(.49	)	$	(1.73	)	$	(1.12	)	$	(3.16	)
Weighted average shares (basic and diluted)					265,356			252,399			263,678			251,044
Notes:
(1) Cost of revenue includes the following:
			Stock-based compensation expense	$	3,330		$	5,218		$	6,679		$	9,115
			Amortization of purchased intangible assets		13,643			13,388			26,807			24,966
			Payroll tax expense on certain stock option exercises		14			28			26			162
				$	16,987		$	18,634		$	33,512		$	34,243
(2) Stock-based compensation expense is excluded from the following:
			Research and development	$	55,007		$	86,333		$	124,793		$	163,813
			Selling, general and administrative		26,689			47,888			58,367			86,161
				$	81,696		$	134,221		$	183,160		$	249,974
		Amortization of purchased intangible assets is excluded from the following:
			Research and development	$	4,903		$	6,680		$	10,064		$	12,566
			Selling, general and administrative		963			222			1,186			433
				$	5,866		$	6,902		$	11,250		$	12,999
(3) Employer payroll tax expense on certain stock option exercises is included in the following:
			Research and development	$	106		$	211		$	333		$	1,009
			Selling, general and administrative		51			140			127			723
				$	157		$	351		$	460		$	1,732
(4) Represents non-cash acquisition-related expenses charged to operations

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BROADCOM CORPORATION
Unaudited Condensed Consolidated Balance Sheets
(In thousands)

			June 30,		December 31,
			2002		2001
ASSETS
Current assets:
	Cash and cash equivalents		$	365,906	$	403,758
	Short-term marketable securities			212,845		136,028
	Accounts receivable, net			93,344		57,187
	Inventory			29,380		22,267
	Deferred taxes			13,651		13,651
	Prepaid expenses and other current assets			35,613		40,840
		Total current assets		750,739		673,731
Property and equipment, net				177,119		157,336
Long-term marketable securities				53,483		109,767
Deferred taxes				268,287		275,916
Goodwill, net				2,427,411		2,241,632
Purchased intangible assets, net				64,398		97,108
Other assets				67,999		67,808
		Total assets	$	3,809,436	$	3,623,298
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
	Accounts payable		$	153,860	$	103,032
	Wages and related benefits			38,510		35,839
	Deferred revenue			22,403		29,495
	Accrued liabilities			180,668		129,476
	Short-term debt and current portion of long-term debt			116,379		114,040
		Total current liabilities		511,820		411,882
Long-term debt, less current portion				3,365		4,006
Shareholders’ equity				3,294,251		3,207,410
		Total liabilities and shareholders’ equity	$	3,809,436	$	3,623,298

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