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): January 23, 2003

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 January 23, 2003 Broadcom Corporation (Nasdaq: BRCM) reported financial results for the fourth fiscal quarter and year ended December 31, 2002. Net revenue for the fourth quarter of 2002 was $295.9 million, an increase of 2.1% from the $290.0 million reported for the third quarter of 2002 and an increase of 30.5% from the $226.8 million reported for the fourth quarter of 2001. Net loss for the fourth quarter of 2002 was $1,758 million, or $6.40 per share (basic and diluted), compared with a net loss of $183.3 million, or $.68 per share (basic and diluted), for the third quarter of 2002, and a net loss of $329.6 million, or $1.27 per share (basic and diluted), for the fourth quarter of 2001. Net loss per share for the fourth quarter of 2002 was based on 274.5 million weighted average shares outstanding (basic and diluted), compared with 270.1 million weighted average shares outstanding (basic and diluted) for the third quarter of 2002 and 259.5 million weighted average shares outstanding (basic and diluted) for the fourth quarter of 2001.

Broadcom recognized several non-recurring and other charges during the fourth quarter of 2002. In the fourth quarter, the company performed the annual impairment review of its goodwill as required by GAAP and recorded a non-cash goodwill impairment charge of $1,241 million. This charge reduced the total carrying value of goodwill on the company's balance sheet as of December 31, 2002 to $1,229 million.

In the fourth quarter, Broadcom recorded restructuring charges of $87.8 million to cover the costs of reduction of facilities, employee severance arrangements and other expenses and charges associated with actions implemented in November 2002 to streamline operations. Approximately $17 million of these charges will result in cash payments in the fourth quarter of 2002 and $23 million over the next seven years.

Broadcom's income tax expense for the fourth quarter included a charge of $281.9 million to establish a 100% valuation allowance against net deferred tax assets. Although reserved under GAAP, these assets remain available for use on Broadcom's future tax returns.

Net revenue for the year ended December 31, 2002 was $1,083 million, an increase of 12.6% from the $961.8 million reported for the year ended December 31, 2001. Net loss for the year ended December 31, 2002 was $2,237 million, or $8.35 per share (basic and diluted), compared with a net loss of $2,742 million, or $10.79 per share (basic and diluted), for the year ended December 31, 2001. Net loss per share for the year ended December 31, 2002 were based on 268.0 million weighted average shares outstanding (basic and diluted), compared with 254.0 million weighted average shares outstanding (basic and diluted) for the year ended December 31, 2001.

Losses in the 2001 periods include charges for the amortization of goodwill and certain intangible assets. Under a change in U.S. accounting standards, 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 year ended December 31, 2001 would have been $1,988 million, or $7.83 per share (basic and diluted).

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
January 24, 2003	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)

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

				Three Months Ended						Twelve Months Ended
				December 31,						December 31,
				2002			2001			2002			2001
Net revenue				$	295,945		$	226,821		$	1,082,948		$	961,821
Cost of revenue (1)					165,071			132,385			604,397			557,733
Gross profit					130,874			94,436			478,551			404,088
Operating expense:
	Research and development (2) (3)				117,045			109,638			461,804			446,648
	Selling, general and administrative (2) (3)				41,827			41,625			165,267			155,448
	Stock-based compensation (4)				96,177			127,124			359,790			484,039
	Amortization of purchased intangible assets (4)				5,233			7,031			22,387			27,192
	Restructuring costs				87,815			—			119,680			34,281
	Impairment of goodwill and other intangible assets				1,265,038			—			1,265,038			1,181,649
	Amortization of goodwill (4)				—			136,121			—			753,042
	In-process research and development (4)				—			—			—			109,710
	Litigation settlement costs				—			—			3,000			3,000
Loss from operations					(1,482,261	)		(327,103	)		(1,918,415	)		(2,790,921	)
Interest income, net					2,321			4,156			12,183			23,019
Other income (expense), net					2,765			3,361			(32,750	)		(30,875	)
Loss before income taxes					(1,477,175	)		(319,586	)		(1,938,982	)		(2,798,777	)
Provision (benefit) for income taxes					280,656			10,000			297,594			(56,729	)
Net loss				$	(1,757,831	)	$	(329,586	)	$	(2,236,576	)	$	(2,742,048	)
Net loss per share (basic and diluted)				$	(6.40	)	$	(1.27	)	$	(8.35	)	$	(10.79	)
Weighted average shares (basic and diluted)					274,499			259,471			267,990			254,021
Notes:
(1) Cost of revenue includes the following:
			Stock-based compensation expense	$	2,995		$	3,350		$	12,917		$	15,901
			Amortization of purchased intangible assets		14,613			13,388			56,032			51,741
			Payroll tax expense on certain stock option exercises		8			33			48			204
				$	17,616		$	16,771		$	68,997		$	67,846
(2) Stock-based compensation expense is excluded from the following:
			Research and development expense	$	69,800		$	88,078		$	252,365		$	321,571
			Selling, general and administrative expense		26,377			39,046			107,425			162,468
				$	96,177		$	127,124		$	359,790		$	484,039
		Amortization of purchased intangible assets is excluded from the following:
			Research and development expense	$	4,740		$	6,809		$	19,566		$	26,314
			Selling, general and administrative expense		493			222			2,821			878
				$	5,233		$	7,031		$	22,387		$	27,192
(3) Employer payroll tax expense on certain stock option exercises is included in the following:
			Research and development expense	$	82		$	239		$	460		$	1,443
			Selling, general and administrative expense		52			177			198			1,034
				$	134		$	416		$	658		$	2,477

(4) Represents non-cash acquisition-related expenses charged to operations.

BROADCOM CORPORATION
Unaudited Condensed GAAP Consolidated Balance Sheets
(In thousands)

			December 31,		December 31,
			2002		2001
ASSETS
Current assets:
	Cash and cash equivalents		$	389,555	$	403,758
	Short-term marketable securities			56,031		136,028
	Short-term restricted marketable securities			57,117		—
	Accounts receivable, net			128,215		65,298
	Inventory			46,036		22,267
	Deferred taxes			—		13,651
	Prepaid expenses and other current assets			44,830		40,840
		Total current assets		721,784		681,842
Property and equipment, net				177,557		157,336
Long-term marketable securities				5,067		109,767
Long-term restricted marketable securities				35,137		—
Deferred taxes				—		275,916
Goodwill, net				1,228,603		2,241,632
Purchased intangible assets, net				24,036		97,108
Other assets				23,969		67,808
		Total assets	$	2,216,153	$	3,631,409
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
	Accounts payable		$	168,236	$	103,032
	Wages and related benefits			34,278		35,839
	Deferred revenue			15,129		29,495
	Accrued liabilities			204,116		134,329
	Short-term debt and current portion of long-term debt			112,258		114,040
		Total current liabilities		534,017		416,735
Long-term restructuring liabilities				36,403		3,258
Long-term debt, less current portion				1,212		4,006
Shareholders’ equity				1,644,521		3,207,410
		Total liabilities and shareholders’ equity	$	2,216,153	$	3,631,409

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