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): October 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 October 17, 2002 Broadcom Corporation (Nasdaq: BRCM) reported financial results for the third fiscal quarter ended September 30, 2002. Net revenue for the third quarter of 2002 was $290.0 million, an increase of 12.3% over the $258.2 million reported for the second quarter of 2002 and an increase of 35.8% from the $213.6 million reported for the third quarter of 2001. Net loss for the third quarter of 2002 was $183.3 million, or $.68 per share (basic and diluted), compared with a net loss of $129.4 million, or $.49 per share (basic and diluted), for the second quarter of 2002, and a net loss of $1,619 million, or $6.36 per share (basic and diluted), for the third quarter of 2001. Net loss per share for the third quarter of 2002 was based on 270.1 million weighted average shares outstanding (basic and diluted), compared with 265.4 million weighted average shares outstanding (basic and diluted) for the second quarter of 2002 and 254.5 million weighted average shares outstanding (basic and diluted) for the third quarter of 2001.

Net revenue for the nine months ended September 30, 2002 was $787.0 million, an increase of 7.1% over the $735.0 million reported for the nine months ended September 30, 2001. Net loss for the nine months ended September 30, 2002 was $478.7 million, or $1.80 per share (basic and diluted), compared with a net loss of $2,412 million, or $9.57 per share (basic and diluted), for the nine months ended September 30, 2001. Net loss per share for the nine months ended September 30, 2002 was based on 265.8 million weighted average shares outstanding (basic and diluted), compared to 252.2 million weighted average shares outstanding (basic and diluted) for the nine months ended September 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 third quarter of 2001 would have been $1,410 million, or $5.54 per share (basic and diluted), and the net loss for the nine months ended September 30, 2001 would have been $1,795 million, or $7.12 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, CORPORATION, a California corporation
October 21, 2002	By:	/s/ WILLIAM J. RUEHLE
		William J. Ruehle
		Vice President and Chief Financial Officer
		(Principal Financial Officer)
		/s/ BRUCE E. KIDDOO
		Bruce E. Kiddoo
		Corporate Controller and Director of Finance
		(Principal Accounting Officer)

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

				Three Months Ended						Nine Months Ended
				September 30,						September 30,
				2002			2001			2002			2001
Net revenue				$	290,000		$	213,591		$	787,003		$	735,000
Cost of revenue (1)					161,627			129,832			439,326			425,348
Gross profit					128,373			83,759			347,677			309,652
Operating expense:
	Research and development (2) (3)				118,338			111,406			344,759			337,010
	Selling, general and administrative (2) (3)				42,359			35,599			123,440			113,823
	Stock-based compensation (4)				80,453			106,941			263,613			356,915
	Amortization of purchased intangible assets (4)				5,904			7,162			17,154			20,161
	Restructuring costs				27,043			16,046			31,865			34,281
	Impairment of goodwill				—			1,181,649			—			1,181,649
	Amortization of goodwill (4)				—			209,551			—			616,921
	In-process research and development (4)				—			—			—			109,710
	Litigation settlement costs				3,000			—			3,000			3,000
Loss from operations					(148,724	)		(1,584,595	)		(436,154	)		(2,463,818	)
Interest income, net					3,109			4,228			9,862			18,863
Other expense, net					(31,596	)		(32,849	)		(35,515	)		(34,236	)
Loss before income taxes					(177,211	)		(1,613,216	)		(461,807	)		(2,479,191	)
Provision (benefit) for income taxes					6,049			6,000			16,938			(66,729	)
Net loss				$	(183,260	)	$	(1,619,216	)	$	(478,745	)	$	(2,412,462	)
Basic and diluted loss per share				$	(.68	)	$	(6.36	)	$	(1.80	)	$	(9.57	)
Weighted average shares (basic and diluted)					270,104			254,524			265,820			252,204
Notes:
(1) Cost of revenue includes the following:
			Stock-based compensation expense	$	3,243		$	3,436		$	9,922		$	12,551
			Amortization of purchased intangible assets		14,612			13,387			41,419			38,353
			Payroll tax expense on certain stock option exercises		14			9			40			171
				$	17,869		$	16,832		$	51,381		$	51,075
(2) Stock-based compensation expense is excluded from the following:
			Research and development expense	$	57,772		$	69,680		$	182,565		$	233,493
			Selling, general and administrative expense		22,681			37,261			81,048			123,422
				$	80,453		$	106,941		$	263,613		$	356,915
		Amortization of purchased intangible assets is excluded from the following:
			Research and development expense	$	4,762		$	6,939		$	14,826		$	19,505
			Selling, general and administrative expense		1,142			223			2,328			656
				$	5,904		$	7,162		$	17,154		$	20,161
(3) Employer payroll tax expense on certain stock option exercises is included in the following:
			Research and development expense	$	45		$	195		$	378		$	1,204
			Selling, general and administrative expense		19			134			146			857
				$	64		$	329		$	524		$	2,061
(4) Represents non-cash acquisition-related expenses charged to operations.

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BROADCOM CORPORATION
Unaudited Condensed Consolidated Balance Sheets
(In thousands)

			September 30,		December 31,
			2002		2001
ASSETS
Current assets:
	Cash and cash equivalents		$	392,468	$	403,758
	Short-term marketable securities			181,195		136,028
	Accounts receivable, net			111,347		57,187
	Inventory			39,062		22,267
	Deferred taxes			13,651		13,651
	Prepaid expenses and other current assets			50,003		40,840
		Total current assets		787,726		673,731
Property and equipment, net				164,965		157,336
Long-term marketable securities				47,059		109,767
Deferred taxes				272,300		275,916
Goodwill, net				2,437,308		2,241,632
Purchased intangible assets, net				43,881		97,108
Other assets				31,233		67,808
		Total assets	$	3,784,472	$	3,623,298
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
	Accounts payable		$	191,615	$	103,032
	Wages and related benefits			41,619		35,839
	Deferred revenue			17,042		29,495
	Accrued liabilities			205,399		129,476
	Short-term debt and current portion of long-term debt			115,786		114,040
		Total current liabilities		571,461		411,882
Long-term debt, less current portion				2,295		4,006
Shareholders’ equity				3,210,716		3,207,410
		Total liabilities and shareholders’ equity	$	3,784,472	$	3,623,298

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