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U.S. Securities and Exchange Commission

SEC Charges Broadcom for Fraudulent Stock Option Backdating


Washington, D.C., April 22, 2008 — The Securities and Exchange Commission today charged Broadcom Corporation for falsifying its reported income by backdating stock option grants over a five-year period.

As a result of the fraud, Broadcom restated its financial results in January 2007 and reported more than $2 billion in additional compensation expenses. The Irvine, Calif.-based semiconductor maker has agreed to settle the charges and consented to pay a $12 million penalty.

"The backdating scheme at Broadcom went on for five years, involved dozens of option grants, and resulted in the largest accounting restatement to date arising from stock option backdating," said Linda Chatman Thomsen, Director of the SEC's Division of Enforcement. "The scope and magnitude of the fraud warrants the significant penalty imposed on the company."

Rosalind R. Tyson, Acting Regional Director of the SEC's Los Angeles Regional Office, added, "Today's action highlights the ways in which certain companies have abused option grants. Broadcom used lucrative in-the-money grants to recruit and retain talented employees without paying them higher cash salaries, but avoided the requirement to report the billions of dollars in compensation expenses by secretly backdating the options."

In a complaint filed in the U.S. District Court for the Central District of California, the SEC alleges that from June 1998 to May 2003, Broadcom, acting through its top officers, misrepresented the dates on which stock options were granted to executives and employees. Broadcom's Chairman and Chief Technology Officer along with its former CEO sat on the two-member option committee with authority to approve options to employees and all but the most senior executives, whose grants were to be decided by two independent directors comprising Broadcom's compensation committee.

The SEC alleges that the option committee approved as many as 88 grants during the relevant period, but for many of these grants there was no meeting or decision made by the committee on the dates the grants were supposedly approved. Instead, Broadcom's former CFO allegedly selected many of the grant dates retroactively based on a comparison of Broadcom's historical stock prices, and the two option committee members allegedly concealed the backdating by signing false committee written consents stating that the grant had been approved "as of" the retroactive date. Through backdating, Broadcom made it appear that the options were granted at times corresponding to low points of the closing price of Broadcom's stock — despite the fact that the purported grant date bore no relation to when the grant was actually approved. This resulted in artificially and fraudulently low exercise prices for those options. In addition, the SEC's complaint alleges that the top officers — not the compensation committee — decided on option grants to Broadcom's executives and used hindsight to select the dates for them. According to the complaint, Broadcom's General Counsel directed the preparation of false board and compensation committee written consents to conceal some of these grants.

The SEC further alleges that, as a result of the backdating scheme, Broadcom avoided reporting $2.22 billion in compensation expenses during the relevant period. Broadcom overstated its income by between 15 percent and 422 percent, and understated its loss by between 16 percent and 38 percent. The unrecorded compensation expenses and hidden backdating practices led Broadcom to provide false and misleading disclosures to its shareholders in filings with the SEC through 2005.

Without admitting or denying the SEC's allegations, Broadcom agreed to settle the charges by consenting to a permanent injunction against further violations of the antifraud, record-keeping, financial reporting, internal controls, and proxy provisions of the federal securities laws, and payment of the $12 million penalty. The settlement is subject to approval by the court.

On March 4, 2008, the SEC brought an enforcement action against Broadcom's former vice president of human resources, Nancy M. Tullos, for her role in the backdating scheme.

The Commission acknowledges the assistance of the U.S. Attorney's Office for the Central District of California. The Commission's investigation in this matter is continuing.

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For more information, contact:

Michele Wein Layne
Associate Regional Director
SEC's Los Angeles Regional Office
(323) 965-3850

Finola Halloran Manvelian
Assistant Regional Director
SEC's Los Angeles Regional Office
(323) 965-3980

Molly White
Senior Trial Counsel
SEC's Los Angeles Regional Office
(323) 965-3250



Modified: 04/22/2008