-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H9IKGpCRjYVeYlC5sATy+YFlaMm8Mia7S1De9Xt/LdNTdWCqZDpTPdmnyXazHKKz xQq2cKo/KDerYgX2nuyJew== 0000950123-10-096114.txt : 20101026 0000950123-10-096114.hdr.sgml : 20101026 20101026161139 ACCESSION NUMBER: 0000950123-10-096114 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20101026 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101026 DATE AS OF CHANGE: 20101026 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROADCOM CORP CENTRAL INDEX KEY: 0001054374 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 330480482 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23993 FILM NUMBER: 101142293 BUSINESS ADDRESS: STREET 1: 5300 CALIFORNIA AVENUE CITY: IRVINE STATE: CA ZIP: 92617-3038 BUSINESS PHONE: 949 926 5000 MAIL ADDRESS: STREET 1: 5300 CALIFORNIA AVENUE CITY: IRVINE STATE: CA ZIP: 92617-3038 8-K 1 a57642e8vk.htm FORM 8-K e8vk
 
 
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): October 26, 2010
BROADCOM CORPORATION
(Exact Name of Registrant as Specified in Charter)
         
California   000-23993   33-0480482
         
(State or Other Jurisdiction of   (Commission File Number)   (IRS Employer Identification No.)
Incorporation)        
5300 California Avenue, Irvine, CA 92617
 
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: (949) 926-5000
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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 2.02 Results of Operations and Financial Condition.
On October 26, 2010 Broadcom Corporation (the “Company”) issued a press release announcing unaudited financial results for the third quarter ended September 30, 2010. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference into Item 2.02 of this Current Report. The information in Item 2.02 of this Current Report, including the exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 2.02 of this Current Report shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, regardless of any general incorporation language contained in such filing.
Item 8.01 Other Events.
On October 26, 2010 the Company entered into a definitive agreement to acquire Percello Ltd. and issued a press release related thereto. The full text of the press release is attached as Exhibit 99.2 to this report and is hereby incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 – Press release dated October 26, 2010 of the Registrant.
99.2 – Press Release dated October 26, 2010 of the Registrant.

 


 

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.
         



October 26, 2010
 
BROADCOM CORPORATION,
a California corporation

 
 
  By:   /s/ Eric K. Brandt   
    Eric K. Brandt   
    Executive Vice President & Chief Financial Officer   
 

 


 

EXHIBIT INDEX
     
Exhibit No.   Description
99.1
  Press Release dated October 26, 2010 of the Registrant.
99.2
  Press Release dated October 26, 2010 of the Registrant.

 

EX-99.1 2 a57642exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
NEWS RELEASE
     
Broadcom Business Press Contact
  Broadcom Investor Relations Contact
Bill Blanning
  Chris Zegarelli
Vice President, Global Media Relations
  Director, Investor Relations
949-926-5555
  949-926-7567
blanning@broadcom.com
  czegarel@broadcom.com
Broadcom Reports Third Quarter 2010 Results
Record Quarterly Net Revenue — Up 44% from Prior Year
Record Quarterly Earnings
Conference Call to be Webcast Today at 1:45 p.m. Pacific Time
Q3 Summary
    Revenue: $1.806 billion (up 44% year over year)
 
    Gross Margin: 51.7% (Product Gross Margin: 50.1%)
 
    Operating Margin: 18.5%
 
    Net Income: $327 million
 
    Earnings per Share: $0.60 (up 275% year over year)
 
    Cash Flow from Operations: $456 million
IRVINE, Calif. — October 26, 2010 — Broadcom Corporation (Nasdaq: BRCM) today reported unaudited financial results for its third quarter ended September 30, 2010.
Net revenue for the third quarter of 2010 was a record $1.806 billion. This represents an increase in net revenue of 12.6% compared with the $1.604 billion reported for the second quarter of 2010 and an increase of 44% compared with the $1.254 billion reported for the third quarter of 2009. Net income computed in accordance with U.S. generally accepted accounting principles (GAAP) for the third quarter of 2010 was $327 million, or $.60 per share (diluted), compared with GAAP net income of $278 million, or $.52 per share (diluted), for the second quarter of 2010, and GAAP net income of $85 million, or $.16 per share (diluted), for the third quarter of 2009.
Net revenue for the nine months ended September 30, 2010 was $4.873 billion. This represents an increase in net revenue of 54.8% from the $3.148 billion reported for the nine months ended September 30, 2009. Net income computed in accordance with GAAP for the nine months ended September 30, 2010 was $816 million, or $1.52 per share (diluted), compared with GAAP net income of $6 million, or $.01 per share (diluted), for the nine months ended September 30, 2009.
For a discussion of certain selected transactions and their related accounting impact for all periods presented, see the “Unaudited Supplementary Financial Data” schedule below.
“Broadcom continues to execute exceptionally well with record revenue and earnings in the third quarter of 2010. I am particularly pleased that we had record sales in each of our segments and reached our GAAP product operating margin model of 15% — 17%. These achievements are due to solid growth in our wired and wireless communication businesses, powerfully engineered products and Broadcom’s continued commitment to financial discipline,” said Scott A. McGregor, Broadcom’s President and Chief Executive Officer.
“Looking ahead, we believe that consumer demand for connectivity will continue to drive demand for our communication semiconductors, which should enable Broadcom to deliver solid revenue growth and sustained profitability in the fourth quarter.”
Conference Call Information
As previously announced, Broadcom will conduct a conference call with analysts and investors to discuss its third quarter 2010 financial results and current financial prospects today at 1:45 p.m. Pacific Time (4:45 p.m. Eastern

 


 

Broadcom Reports Third Quarter 2010 Results
Page 2
Time). The company will broadcast the conference call via webcast over the Internet. To listen to the webcast, or to view the financial and other statistical information required by Securities and Exchange Commission (SEC) Regulation G, please visit the Investors section of the Broadcom website at www.broadcom.com/investors. The webcast will be recorded and available for replay until 5:00 p.m. Pacific Time, November 23, 2010.
The financial results included in this release are unaudited.
About Broadcom
Broadcom Corporation is a major technology innovator and global leader in semiconductors for wired and wireless communications. Broadcom® products enable the delivery of voice, video, data and multimedia to and throughout the home, the office and the mobile environment. We provide the industry’s broadest portfolio of state-of-the-art system-on-a-chip and software solutions to manufacturers of computing and networking equipment, digital entertainment and broadband access products, and mobile devices. These solutions support our core mission: Connecting everything®.
Broadcom, one of the world’s largest fabless communications semiconductor companies, with 2009 revenue of $4.49 billion, holds more than 4,500 U.S. and 1,900 foreign patents, and has more than 7,800 additional pending patent applications, and one of the broadest intellectual property portfolios addressing both wired and wireless transmission of voice, video, data and multimedia.
A FORTUNE 500® company, Broadcom is headquartered in Irvine, Calif., and has offices and research facilities in North America, Asia and Europe. Broadcom may be contacted at +1.949.926.5000 or at www.broadcom.com.
Cautions regarding Forward-Looking Statements:
All statements included or incorporated by reference in this release and the related conference call for analysts and investors, other than statements or characterizations of historical fact, are forward-looking statements. These forward-looking statements are based on our current expectations, estimates and projections about our business and industry, management’s beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words. Examples of such forward-looking statements include, but are not limited to, guidance provided on future revenue, gross product margin and operating expense targets for the fourth quarter of 2010, references to the positioning of our products and statements about opportunities within the wired and wireless communication markets and the continuing demand for connectivity and communication semiconductors. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement.
These risks and uncertainties include, but are not limited to the following:
    Our operating results may be adversely impacted by worldwide economic uncertainties and specific conditions in the markets we address.
 
    Our quarterly operating results may fluctuate significantly.
 
    Our stock price is highly volatile.
 
    We face intense competition.
 
    We depend on a few significant customers for a substantial portion of our revenue.
 
    We may fail to adjust our operations in response to changes in demand.
 
    We face risks associated with our acquisition strategy.

 


 

Broadcom Reports Third Quarter 2010 Results
Page 3
    We may be required to defend against alleged infringement of intellectual property rights.
 
    We may not be able to protect or enforce our intellectual property rights.
 
    Our business is subject to potential tax liabilities.
 
    We are involved in litigation.
 
    We manufacture and sell complex products and may be unable to successfully develop and introduce new products.
 
    We are subject to order and shipment uncertainties
 
    We are increasingly exposed to risks associated with our international operations.
 
    We depend on third-party subcontractors to fabricate, assemble and test our products.
 
    Government regulation may adversely affect our business.
 
    We may be unable to attract, retain or motivate key personnel.
 
    Our co-founders and their affiliates may control the outcome of matters that require the approval of our shareholders.
 
    There can be no assurance that we will continue to declare cash dividends.
 
    Our articles of incorporation and bylaws contain anti-takeover provisions.
Our Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other Securities and Exchange Commission filings discuss the foregoing risks as well as other important risk factors that could contribute to such differences or otherwise affect our business, results of operations and financial condition. The forward-looking statements in this release and the related conference call for analysts and investors speak only as of the date they are made. We undertake no obligation to revise or update publicly any forward-looking statement, except as required by law.
Broadcom®, the pulse logo, Connecting everything®, and the Connecting everything logo are among the trademarks of Broadcom Corporation and/or its affiliates in the United States, certain other countries and/or the EU. Any other trademarks or trade names mentioned are the property of their respective owners.

 


 

Broadcom Reports Third Quarter 2010 Results
Page 4
BROADCOM CORPORATION
Unaudited Condensed Consolidated Statements of Income
(In thousands, except per share amounts)
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2010     2009     2010     2009  
Net revenue:
                               
Product revenue
  $ 1,748,692     $ 1,194,745     $ 4,700,131     $ 2,989,292  
Income from Qualcomm Agreement
    51,674       51,674       155,022       118,937  
Licensing revenue
    5,651       7,778       17,611       39,348  
 
                       
Total net revenue
    1,806,017       1,254,197       4,872,764       3,147,577  
Costs and expenses:
                               
Cost of product revenue
    871,951       615,349       2,328,502       1,580,300  
Research and development
    447,577       391,170       1,290,063       1,138,664  
Selling, general and administrative
    145,849       142,480       421,844       394,938  
Amortization of purchased intangible assets
    4,405       4,159       12,892       12,457  
Impairment of other long-lived assets
    1,785       7,634       1,785       18,895  
Restructuring costs, net
          4,772       111       12,330  
Settlement costs (gains), net
                3,816       (57,256 )
Charitable contribution
                      50,000  
 
                       
Total operating costs and expenses
    1,471,567       1,165,564       4,059,013       3,150,328  
 
                       
Income (loss) from operations
    334,450       88,633       813,751       (2,751 )
Interest income, net
    3,180       2,978       8,042       11,362  
Other income (expense), net
    (1,113 )     (178 )     3,679       2,487  
 
                       
Income before income taxes
    336,517       91,433       825,472       11,098  
Provision for income taxes
    9,388       6,837       9,861       5,041  
 
                       
Net income
  $ 327,129     $ 84,596     $ 815,611     $ 6,057  
 
                       
Net income per share (basic)
  $ 0.64     $ 0.17     $ 1.63     $ 0.01  
 
                       
Net income per share (diluted)
  $ 0.60     $ 0.16     $ 1.52     $ 0.01  
 
                       
Weighted average shares (basic)
    508,957       495,491       501,835       493,599  
 
                       
Weighted average shares (diluted)
    544,251       521,443       536,572       508,559  
 
                       
 
                               
Dividends per share
  $ 0.08     $     $ 0.24     $  
 
                       
     Certain prior period amounts in the unaudited condensed consolidated statements of income have been reclassified to conform with the current period presentation of income from the Qualcomm Agreement and licensing revenue.
     The following table presents details of total stock-based compensation expense included in each functional line item in the unaudited condensed consolidated statements of income above:
                                 
    Three Months Ended   Nine Months Ended
    September 30,   September 30,
    2010   2009   2010   2009
Cost of product revenue
  $ 5,122     $ 6,579     $ 16,850     $ 18,584  
Research and development
    80,171       90,829       252,977       266,698  
Selling, general and administrative
    27,927       31,290       88,647       89,817  

 


 

Broadcom Reports Third Quarter 2010 Results
Page 5
BROADCOM CORPORATION
Unaudited Condensed Consolidated Statements of Cash Flows
(In thousands)
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2010     2009     2010     2009  
Operating activities
                               
Net income
  $ 327,129     $ 84,596     $ 815,611     $ 6,057  
Adjustments to reconcile net income to net cash provided by operating activities:
                               
Depreciation and amortization
    19,716       11,273       57,970       47,314  
Stock-based compensation expense:
                               
Stock options and other awards
    23,623       40,904       87,131       126,461  
Restricted stock units
    89,597       87,794       271,343       248,638  
Acquisition-related items:
                               
Amortization of purchased intangible assets
    11,820       8,035       36,074       24,558  
Impairment of long-lived assets
    1,785       7,634       1,785       18,895  
Non-cash restructuring charges (reversals)
          808       (313 )     2,721  
Gain on sale of marketable securities
                      (1,046 )
Changes in operating assets and liabilities:
                               
Accounts receivable
    (108,793 )     (97,541 )     (284,063 )     (169,276 )
Inventory
    (44,803 )     (27,918 )     (165,081 )     58,890  
Prepaid expenses and other assets
    11,615       27,758       35,103       19,972  
Accounts payable
    26,786       32,764       128,992       112,525  
Deferred revenue and income
    (9,137 )     (19,944 )     (27,983 )     80,822  
Accrued settlement costs
    (3,000 )           (166,380 )     6,900  
Other accrued and long-term liabilities
    109,373       80,301       129,132       71,534  
 
                       
Net cash provided by operating activities
    455,711       236,464       919,321       654,965  
 
                       
Investing activities
                               
Net purchases of property and equipment
    (34,571 )     (22,480 )     (82,030 )     (48,774 )
Net cash received from (paid for) acquired companies
    (47,916 )     (1,297 )     (150,398 )     842  
Purchases of strategic investments
          (2,000 )     (8,000 )     (2,000 )
Purchases of marketable securities
    (933,519 )     (546,922 )     (1,416,736 )     (1,057,972 )
Proceeds from sales and maturities of marketable securities
    351,661       315,532       722,460       737,377  
 
                       
Net cash used in investing activities
    (664,345 )     (257,167 )     (934,704 )     (370,527 )
 
                       
Financing activities
                               
Repurchases of Class A common stock
          (168,083 )     (275,464 )     (206,517 )
Dividends paid
    (40,867 )           (120,680 )      
Payment of assumed debt
                (14,560 )      
Proceeds from issuance of common stock
    125,815       53,535       371,683       137,229  
Minimum tax withholding paid on behalf of employees for restricted stock units
    (34,007 )     (26,046 )     (96,749 )     (60,574 )
 
                       
Net cash provided by (used in) financing activities
    50,941       (140,594 )     (135,770 )     (129,862 )
 
                       
Increase (decrease) in cash and cash equivalents
    (157,693 )     (161,297 )     (151,153 )     154,576  
Cash and cash equivalents at beginning of period
    1,403,633       1,506,518       1,397,093       1,190,645  
 
                       
Cash and cash equivalents at end of period
  $ 1,245,940     $ 1,345,221     $ 1,245,940     $ 1,345,221  
 
                       
UNAUDITED SUPPLEMENTAL FINANCIAL INFORMATION
                         
    September 30,     June 30,     December 31,  
    2010     2010     2009  
    (In thousands)  
Cash and cash equivalents
  $ 1,245,940     $ 1,403,633     $ 1,397,093  
Short-term marketable securities
    1,148,139       644,722       532,281  
Long-term marketable securities
    520,276       441,111       438,616  
 
                 
Total cash, cash equivalents and marketable securities
  $ 2,914,355     $ 2,489,466     $ 2,367,990  
 
                 
Increase from prior period end
  $ 424,889                  
 
                     
Increase from prior year end
  $ 546,365                  
 
                     

 


 

Broadcom Reports Third Quarter 2010 Results
Page 6
BROADCOM CORPORATION
Unaudited Condensed Consolidated Balance Sheets
(In thousands)
                 
    September 30,     December 31,  
    2010     2009  
ASSETS
               
Current assets:
               
Cash and cash equivalents
  $ 1,245,940     $ 1,397,093  
Short-term marketable securities
    1,148,139       532,281  
Accounts receivable, net
    798,266       508,627  
Inventory
    534,855       362,428  
Prepaid expenses and other current assets
    105,661       113,903  
 
           
Total current assets
    3,832,861       2,914,332  
Property and equipment, net
    253,339       229,317  
Long-term marketable securities
    520,276       438,616  
Goodwill
    1,410,542       1,329,614  
Purchased intangible assets, net
    205,183       150,927  
Other assets
    50,810       64,436  
 
           
Total assets
  $ 6,273,011     $ 5,127,242  
 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current liabilities:
               
Accounts payable
  $ 567,822     $ 437,353  
Wages and related benefits
    193,216       190,315  
Deferred revenue and income
    59,221       87,388  
Accrued liabilities
    404,260       433,294  
 
           
Total current liabilities
    1,224,519       1,148,350  
Long-term deferred revenue
    792       608  
Other long-term liabilities
    85,240       86,438  
Commitments and contingencies
               
Shareholders’ equity
    4,962,460       3,891,846  
 
           
Total liabilities and shareholders’ equity
  $ 6,273,011     $ 5,127,242  
 
           

 


 

Broadcom Reports Third Quarter 2010 Results
Page 7
BROADCOM CORPORATION
Unaudited Supplementary Financial Data
(In thousands)
     The following table presents details of supplementary financial data included in each functional line item in the unaudited condensed consolidated statements of income:
                                 
    Three Months Ended   Nine Months Ended
    September 30,   September 30,
    2010   2009   2010   2009
Cost of product revenue:
                               
Stock-based compensation
  $ 5,122     $ 6,579     $ 16,850     $ 18,584  
Amortization of purchased intangible assets
    7,415       3,876       23,182       12,101  
Amortization of acquired inventory valuation step-up
    264       699       6,929       7,679  
 
                               
Research and development:
                               
Stock-based compensation
    80,171       90,829       252,977       266,698  
 
                               
Selling, general and administrative:
                               
Stock-based compensation
    27,927       31,290       88,647       89,817  
 
                               
Other operating costs and expenses:
                               
Amortization of purchased intangible assets
    4,405       4,159       12,892       12,457  
Impairment of long-lived assets(1)
    1,785       7,634       1,785       18,895  
Restructuring costs, net(2)
          4,772       111       12,330  
Settlement costs (gains), net(3)
                3,816       (57,256 )
Charitable contribution(4)
                      50,000  
 
                               
Other:
                               
Employer payroll tax expense on certain stock option exercises
    2,364       1,625       6,125       3,567  
Non-operating gain (loss)
    (422 )     27       (426 )     13  
 
(1)   Long-lived asset impairment charges of $7.6 million and $18.9 million related to the company’s acquisition of the digital television business of Advanced Micro Devices, Inc. were recorded in the three and nine months ended September 30, 2009.
 
(2)   Recorded in connection with the company’s restructuring plans implemented in 2009.
 
(3)   In the nine months ended September 30, 2009, the company recorded a $65.3 million gain on settlement in connection with the Qualcomm litigation, offset in part by estimated additional settlement costs of $6.9 million related to certain employment tax items and an additional $1.2 million related to patent infringement claims.
 
(4)   Recorded in connection with an accrued $50.0 million charitable contribution to the Broadcom Foundation in the nine months ended September 30, 2009.

 


 

Broadcom Reports Third Quarter 2010 Results
Page 8
BROADCOM CORPORATION
Unaudited Supplementary Financial Data
(In thousands)
                         
    Three Months Ended  
    September 30, 2010     September 30, 2009     June 30, 2010  
Product revenue
  $ 1,748,692     $ 1,194,745     $ 1,547,095  
Income from Qualcomm Agreement
    51,674       51,674       51,674  
Licensing revenue
    5,651       7,778       5,679  
 
                 
Total net revenue
  $ 1,806,017     $ 1,254,197     $ 1,604,448  
 
                 
Cost of product revenue
  $ 871,951     $ 615,349     $ 761,229  
 
                 
Product gross margin
    50.1 %     48.5 %     50.8 %
 
                 
Total gross margin
    51.7 %     50.9 %     52.6 %
 
                 

 


 

Broadcom Reports Third Quarter 2010 Results
Page 9
BROADCOM CORPORATION
Guidance for the Three Months Ending December 31, 2010
     
    Three Months
    Ending December 31, 2010
Total net revenue
  Flat to up ~$100 million from Q3 for a total net revenue range of $1.8 billion to $1.9 billion
 
   
Product gross margin
  Flat from Q3
 
   
Research and development and selling, general and administrative expenses (including stock-based compensation)
  up ~$20 million to ~$30 million from Q3
Broadcom has based the preceding guidance for the three months ending December 31, 2010 on expectations, assumptions and estimates that we believe are reasonable given our assessment of historical trends and other information reasonably available as of October 26, 2010. Our guidance consists of predictions only, however, and is subject to a wide range of known and unknown business risks and uncertainties, many of which are beyond our control. The forecasts and projections contained in the table above should not be regarded as representations by Broadcom that the estimated results will be achieved. Projections and estimates are necessarily speculative in nature and actual results may vary materially from the guidance we provide today.
The guidance set forth in the above table should be read together with the information under the caption, “Cautions regarding Forward Looking Statements” above, our Annual Report on Form 10-K for the year ended December 31, 2009, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and our other Securities and Exchange Commission filings. We undertake no obligation to publicly update or revise any forward-looking statements, including the guidance set forth herein, except as required by law.

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EX-99.2 3 a57642exv99w2.htm EX-99.2 exv99w2
Exhibit 99.2
Broadcom Corporation to Acquire Percello Ltd.
Broadcom Expands Its Broadband Carrier Access Portfolio with the
Addition of Percello’s Femtocell Technology
IRVINE, Calif. — October 26, 2010 — Broadcom Corporation (Nasdaq: BRCM), a global leader in semiconductors for wired and wireless communications, today announced that it has signed a definitive agreement to acquire Percello Ltd., a privately-held company that develops system-on-a-chip (SoC) solutions for femtocells. Femtocells are small, low power cellular base stations that extend coverage indoors where signals are weak. Used primarily in residential and enterprise business settings, femtocells communicate with a service provider’s network through a broadband connection, allowing users to continue using their mobile devices without losing connectivity. The acquisition of Percello is expected to enable Broadcom to lower overall bill of material cost and accelerate the time to market for best-in-class and energy-efficient femtocell technology.
“Percello’s energy-efficient and cost-optimized femtocell architecture augments our portfolio of highly integrated solutions for broadband connectivity and provides significant benefits for our customers and end users,” said Greg Fischer, Vice President and General Manager of Broadcom’s Broadband Carrier Access line of business. “As wireless data usage continues to expand, this technology is well-positioned to enable wireless carriers to offload both data and voice traffic, while offering subscribers better cell reception in the home and office and accelerating the introduction of new ‘converged’ mobile broadband services.”
“Percello’s femtocell technology delivers a simple and cost-effective solution that enables service providers to quickly and easily extend wireless cellular access as well as offering advanced applications and services to their subscribers,” said Shlomo Gadot, Chief Executive Officer, Percello. “The combination of Percello’s

 


 

high performance femtocell solutions and Broadcom’s broadband portfolio provides significant benefits including greater efficiencies, accelerated time to market and a world-class technology and engineering talent base.”
“The femtocell market has turned the corner in 2010 with more than 1 million femtocells global shipments expected by conservative estimates this year. By 2015 we see more than 50 million femtocells being shipped annually with WCDMA femtocells making up the bulk of the market,” said Aditya Kaul, Practice Director, Mobile Networks, ABI Research. “This is driven by the consumers’ desire to be connected at all times, the need for increased data capacity in networks coupled with wireless service providers deploying fast, simple and cost-effective upgrades to support base stations and accelerate the introduction of advanced services like presence and location based alerts, multimedia syncing and sharing, smart phone applications and enhanced mobile video services to their subscribers.”
In connection with the acquisition, Broadcom expects to pay approximately $86 million, net of cash assumed from Percello, to acquire all of the outstanding shares of capital stock and other rights of Percello. The purchase price will be paid in cash, except that a portion of such purchase price attributable to unvested employee stock options will be paid in Broadcom restricted stock units. Additional consideration of up to $12 million in cash will be reserved for future payment to the former holders of Percello capital stock and other rights upon satisfaction of certain performance goals. A portion of the cash consideration payable to the stockholders will be placed into escrow to cover indemnity obligations. Excluding any purchase accounting related adjustments and fair value measurements, Broadcom expects the acquisition of Percello to be approximately neutral to earnings per share in 2011. The boards of directors of the two companies have approved the acquisition. The transaction is expected to close in Broadcom’s fourth quarter, 2010 or by the end of Broadcom’s first quarter, March 31, 2011 and remains subject to customary closing conditions.

 


 

About Percello
Percello is a fabless semiconductor company offering highly integrated and low-cost digital baseband processors for WCDMA and LTE Femtocells. Founded in 2007, Percello provides innovative and customized solutions that address the key business and technological challenges of equipment vendors in the emerging Femtocell market. Percello’s proven Femtocell SoC offerings reduce costs, lower power consumption, ease integration efforts, shorten development time and enhance flexibility.
About Broadcom
Broadcom Corporation is a major technology innovator and global leader in semiconductors for wired and wireless communications. Broadcom products enable the delivery of voice, video, data and multimedia to and throughout the home, the office and the mobile environment. We provide the industry’s broadest portfolio of state-of-the-art system-on-a-chip and software solutions to manufacturers of computing and networking equipment, digital entertainment and broadband access products, and mobile devices. These solutions support our core mission: Connecting everything®.
Broadcom, one of the world’s largest fabless communications semiconductor companies, with 2009 revenue of $4.49 billion, and holds more than 4,500 U.S. and 1,900 foreign patents, and has more than 7,800 additional pending patent applications, and one of the broadest intellectual property portfolios addressing both wired and wireless transmission of voice, video, data and multimedia.
A FORTUNE 500® company, Broadcom is headquartered in Irvine, Calif., and has offices and research facilities in North America, Asia and Europe. Broadcom may be contacted at +1.949.926.5000 or at www.broadcom.com.

 


 

Cautions regarding Forward-Looking Statements:
All statements included or incorporated by reference in this release, other than statements or characterizations of historical fact, are forward-looking statements. These forward-looking statements are based on our current expectations, estimates and projections about our industry and business, management’s beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words. Examples of such forward-looking statements include, but are not limited to, statements regarding references to the anticipated benefits to Broadcom related to its acquisition of Percello, including lowering its BOM cost and accelerating the time to market of femtocell solutions, benefits to Broadcom’s customers, the impact of the acquisition on Broadcom’s earnings, and the expected completion and timing of the transaction. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement.
Important risk factors that may cause such a difference for Broadcom in connection with the acquisition of Percello include, but are not limited to:
    the ability of the parties to successfully consummate the transactions contemplated by the acquisition agreement and related transaction documents,
 
    unexpected variations in market growth and demand for femtocell products and technologies,
 
    the risks inherent in acquisitions of technologies and businesses, including the timing and successful completion of technology and product development through volume production,
 
    integration issues,
 
    costs and unanticipated expenditures,
 
    changing relationships with customers, suppliers and strategic partners,
 
    potential contractual, intellectual property or employment issues,
 
    the risk that anticipated benefits of the acquisition may not be realized, and
 
    accounting treatment and charges.
Additional factors that may cause Broadcom’s actual results to differ materially from those expressed in forward-looking statements include, but are not limited to the list that can be found at http://www.broadcom.com/press/additional_risk_factors/Q42010.php. Our Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other Securities and Exchange Commission filings discuss the foregoing risks as well as other important risk

 


 

factors that could contribute to such differences or otherwise affect our business, results of operations and financial condition. The forward-looking statements in this release speak only as of this date. We undertake no obligation to revise or update publicly any forward-looking statement, except as required by law.
Broadcom ®, the pulse logo, Connecting everything® and the Connecting everything logo are among the trademarks of Broadcom Corporation and/or its affiliates in the United States, certain other countries and/or the EU. Any other trademarks or trade names mentioned are the property of their respective owners.
Contacts:
     
Broadcom Media Relations:
  Broadcom Investor Relations:
 
   
Dana Brzozkiewicz
  Chris Zegarelli
 
   
Senior Public Relations Representative
  Director, Investor Relations
 
   
949-926-6367
  949-926-7567
 
   
danabrz@broadcom.com
  czegarel@broadcom.com

 

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